Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jan. 29, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CHENIERE ENERGY INC | ||
Entity Central Index Key | 3570 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 236,710,964 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $16.20 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $1,747,583 | $960,842 |
Restricted cash and cash equivalents | 481,737 | 598,064 |
Accounts and interest receivable | 4,419 | 4,486 |
LNG inventory | 4,294 | 10,563 |
Prepaid expenses and other | 20,844 | 17,225 |
Total current assets | 2,258,877 | 1,591,180 |
Non-current restricted cash and cash equivalents | 550,811 | 1,031,399 |
Property, plant and equipment, net | 9,246,753 | 6,454,399 |
Debt issuance costs, net | 242,323 | 313,944 |
Non-current derivative assets | 11,744 | 98,123 |
Goodwill | 76,819 | 76,819 |
Other non-current assets | 186,356 | 107,373 |
Total assets | 12,573,683 | 9,673,237 |
Current liabilities | ||
Accounts payable | 13,426 | 10,367 |
Accrued liabilities | 169,129 | 186,552 |
Deferred revenue | 26,655 | 26,593 |
Derivative liabilities | 23,247 | 13,484 |
Other | 18 | 15 |
Total current liabilities | 232,475 | 237,011 |
Long-term debt, net | 9,806,084 | 6,576,273 |
Non-current deferred revenue | 13,500 | 17,500 |
Other non-current liabilities | 20,107 | 2,396 |
Commitments and contingencies | ||
Stockholders’ equity (deficit) | ||
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 December 31, 2014 and 2013; Issued and outstanding: 236.7 million and 238.1 million shares at December 31, 2014 and 2013, respectively | 712 | 716 |
Treasury stock: 10.6 million shares and 9.0 million shares at December 31, 2014 and 2013, respectively, at cost | -292,752 | -179,826 |
Additional paid-in-capital | 2,776,702 | 2,459,699 |
Accumulated deficit | -2,648,839 | -2,100,907 |
Total stockholders’ equity (deficit) | -164,177 | 179,682 |
Non-controlling interest | 2,665,694 | 2,660,375 |
Total equity | 2,501,517 | 2,840,057 |
Total liabilities and equity | $12,573,683 | $9,673,237 |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet Parentheticals (USD $) | Dec. 31, 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 | 236,745,000 | 238,091,000 |
Common Stock, Shares, Outstanding | 236,745,000 | 238,091,000 |
Treasury Stock, Shares | 10,596,000 | 8,970,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenues | ||||||
LNG terminal revenues | $267,606 | $265,406 | $265,894 | |||
Marketing and trading revenues (losses) | -1,286 | 242 | -1,172 | |||
Other | 1,634 | 1,565 | 1,498 | |||
Total revenues | 267,954 | [1] | 267,213 | [1] | 266,220 | [1] |
Operating costs and expenses | ||||||
General and administrative expense | 323,709 | 384,512 | 152,081 | |||
Operating and maintenance expense | 85,792 | 89,169 | 57,076 | |||
Depreciation expense | 64,258 | 61,209 | 66,407 | |||
Development expense | 54,376 | 60,934 | 66,112 | |||
Other | 13,387 | 375 | 376 | |||
Total operating costs and expenses | 541,522 | 596,199 | 342,052 | |||
Loss from operations | -273,568 | -328,986 | -75,832 | |||
Other income (expense) | ||||||
Interest expense, net | -181,236 | -178,400 | -200,811 | |||
Loss on early extinguishment of debt | -114,335 | -131,576 | -57,685 | |||
Derivative gain (loss), net | -118,012 | 83,448 | 58 | |||
Other income (expense) | -583 | 1,091 | -11,367 | |||
Total other expense | -414,166 | -225,437 | -269,805 | |||
Loss before income taxes and non-controlling interest | -687,734 | [2] | -554,423 | [2] | -345,637 | [2] |
Income tax provision | -4,143 | -4,340 | -4 | |||
Net loss | -691,877 | -558,763 | -345,641 | |||
Less: net loss attributable to non-controlling interest | -143,945 | -50,841 | -12,861 | |||
Net loss attributable to common stockholders | ($547,932) | ($507,922) | ($332,780) | |||
Net loss per share attributable to common stockholders—basic and diluted | ($2.44) | ($2.32) | ($1.83) | |||
Weighted average number of common shares outstanding—basic and diluted | 224,338 | 218,869 | 181,768 | |||
[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. | |||||
[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 $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net loss | ($691,877) | ($558,763) | ($345,641) |
Other comprehensive income (loss) | |||
Loss on settlements of interest rate cash flow hedges retained in other comprehensive income | 0 | -30 | -136 |
Change in fair value of interest rate cash flow hedges | 0 | 21,297 | -27,104 |
Losses reclassified into earnings as a result of discontinuance of cash flow hedge accounting | 0 | 5,973 | 0 |
Foreign currency translation | 0 | 111 | 147 |
Total other comprehensive income (loss) | 0 | 27,351 | -27,093 |
Comprehensive loss | -691,877 | -531,412 | -372,734 |
Less: comprehensive loss attributable to non-controlling interest | -143,945 | -48,809 | -12,861 |
Comprehensive loss attributable to common stockholders | ($547,932) | ($482,603) | ($359,873) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest |
In Thousands, except Share data, unless otherwise specified | |||||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2011 | ($172,992) | $389 | ($20,195) | $898,702 | ($1,260,205) | ($258) | $208,575 |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2011 | 129,510,000 | ||||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2011 | 3,386,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuances of stock, shares | 84,938,000 | 0 | |||||
Issuances of stock | 1,209,314 | 255 | 0 | 1,209,059 | 0 | 0 | 0 |
Issuances of restricted stock, shares | 10,293,000 | 0 | |||||
Issuances of restricted stock | 0 | 31 | 0 | -31 | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | -14,000 | 11,000 | |||||
Forfeitures of restricted stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Share-based compensation | 61,047 | 0 | 0 | 61,047 | 0 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | -1,330,000 | 1,330,000 | |||||
Shares repurchased related to share-based compensation | -18,920 | -4 | -18,920 | 4 | 0 | 0 | 0 |
Foreign currency translation | 147 | 0 | 0 | 0 | 0 | 147 | 0 |
Interest rate cash flow hedges | -27,240 | 0 | 0 | 0 | 0 | -27,240 | 0 |
Loss attributable to non-controlling interest | -12,861 | 0 | 0 | 0 | 0 | 0 | -12,861 |
Sale of Class B units to non-controlling interest | 1,387,339 | 0 | 0 | 0 | 0 | 0 | 1,387,339 |
Sale of common units to non-controlling interest | 204,878 | 0 | 0 | 0 | 0 | 0 | 204,878 |
Distributions to non-controlling interest | -36,327 | 0 | 0 | 0 | 0 | 0 | -36,327 |
Net loss | -332,780 | 0 | 0 | 0 | -332,780 | 0 | 0 |
Stockholders' Equity, End of Period at Dec. 31, 2012 | 2,261,605 | 671 | -39,115 | 2,168,781 | -1,592,985 | -27,351 | 1,751,604 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2012 | 223,397,000 | ||||||
Treasury Stock, Shares, End of Period at Dec. 31, 2012 | 4,727,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuances of stock, shares | 155,000 | 0 | |||||
Issuances of stock | 3,697 | 0 | 0 | 3,697 | 0 | 0 | 0 |
Issuances of restricted stock, shares | 18,860,000 | 0 | |||||
Issuances of restricted stock | 0 | 57 | 0 | -57 | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | -159,000 | 81,000 | |||||
Forfeitures of restricted stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Share-based compensation | 283,881 | 0 | 0 | 283,881 | 0 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | -4,162,000 | 4,162,000 | |||||
Shares repurchased related to share-based compensation | -140,711 | -12 | -140,711 | 12 | 0 | 0 | 0 |
Excess tax benefit from share-based compensation | 3,385 | 0 | 0 | 3,385 | 0 | 0 | 0 |
Foreign currency translation | 111 | 0 | 0 | 0 | 0 | 111 | 0 |
Interest rate cash flow hedges | 27,239 | 0 | 0 | 0 | 0 | 25,207 | 2,032 |
Loss attributable to non-controlling interest | -50,841 | 0 | 0 | 0 | 0 | 0 | -50,841 |
Sale of Cheniere Holdings’ common shares to non-controlling interest | 664,931 | 0 | 0 | 0 | 0 | 0 | 664,931 |
Sale of common units to non-controlling interest | 363,902 | 0 | 0 | 0 | 0 | 2,033 | 361,869 |
Distributions to non-controlling interest | -69,220 | 0 | 0 | 0 | 0 | 0 | -69,220 |
Net loss | -507,922 | 0 | 0 | 0 | -507,922 | 0 | 0 |
Stockholders' Equity, End of Period at Dec. 31, 2013 | 2,840,057 | 716 | -179,826 | 2,459,699 | -2,100,907 | 0 | 2,660,375 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2013 | 238,091,000 | 238,091,000 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2013 | 8,970,000 | 8,970,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options, shares | 387,000 | 0 | |||||
Exercise of stock options | 11,409 | 1 | 0 | 11,408 | 0 | 0 | 0 |
Issuances of restricted stock, shares | 550,000 | 0 | |||||
Issuances of restricted stock | 0 | 2 | 0 | -2 | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | -726,000 | 69,000 | |||||
Forfeitures of restricted stock | 0 | -2 | 0 | 2 | 0 | 0 | 0 |
Share-based compensation | 110,039 | 0 | 0 | 110,039 | 0 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | -1,557,000 | 1,557,000 | |||||
Shares repurchased related to share-based compensation | -112,926 | -5 | -112,926 | 5 | 0 | 0 | 0 |
Excess tax benefit from share-based compensation | 3,605 | 0 | 0 | 3,605 | 0 | 0 | 0 |
Foreign currency translation | 0 | ||||||
Loss attributable to non-controlling interest | -143,945 | 0 | 0 | 0 | 0 | 0 | -143,945 |
Issuance of convertible notes, net | 191,946 | 0 | 0 | 191,946 | 0 | 0 | 0 |
Sale of Cheniere Holdings’ common shares to non-controlling interest | 228,781 | 0 | 0 | 0 | 0 | 0 | 228,781 |
Distributions to non-controlling interest | -79,517 | 0 | 0 | 0 | 0 | 0 | -79,517 |
Net loss | -547,932 | 0 | 0 | 0 | -547,932 | 0 | 0 |
Stockholders' Equity, End of Period at Dec. 31, 2014 | $2,501,517 | $712 | ($292,752) | $2,776,702 | ($2,648,839) | $0 | $2,665,694 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2014 | 236,745,000 | 236,745,000 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2014 | 10,596,000 | 10,596,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net loss attributable to common stockholders | ($547,932) | ($507,922) | ($332,780) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Use of restricted cash and cash equivalents for certain operating activities | 138,679 | 120,593 | 121,186 |
Loss on early extinguishment of debt | 114,335 | 131,576 | 16,565 |
Depreciation | 64,258 | 61,209 | 66,407 |
Amortization of debt issuance costs and discount | 16,593 | 14,948 | 20,307 |
Share-based compensation | 102,003 | 271,367 | 58,696 |
Non-cash LNG inventory write-downs | 24,461 | 26,900 | 20,418 |
Total (gains) losses on derivatives, net | 118,968 | -84,281 | -1,053 |
Net cash from settlement of derivative instruments | -22,758 | 609 | 770 |
Net loss attributable to non-controlling interest | -143,945 | -50,841 | -12,861 |
Other | 15,914 | -2,631 | -14,797 |
Changes in operating assets and liabilities: | |||
Accounts and interest receivable | 67 | -31 | 704 |
Accounts payable and accrued liabilities | 16,073 | 6,687 | -29,295 |
LNG inventory | -18,191 | -26,576 | -20,901 |
Deferred revenue | -3,938 | -3,947 | -4,089 |
Other, net | 1,294 | -10,096 | 2,883 |
Net cash used in operating activities | -124,119 | -52,436 | -107,840 |
Cash flows from investing activities | |||
Property, plant and equipment, net | -2,829,558 | -3,114,343 | -1,117,956 |
Use of restricted cash and cash equivalents for the acquisition of property, plant and equipment | 2,684,433 | 3,129,709 | 1,587,495 |
Investment in Cheniere Partners | 0 | -11,122 | -545,144 |
Other | -66,862 | -33,667 | -8,929 |
Net cash used in investing activities | -211,987 | -29,423 | -84,534 |
Cash flows from financing activities | |||
Proceeds from issuances of long-term debt | 3,584,500 | 4,504,478 | 520,000 |
Proceeds from sale of common shares by Cheniere Holdings | 228,781 | 665,001 | 0 |
Proceeds from sale of common units by Cheniere Partners | 0 | 364,775 | 204,878 |
Proceeds from exercise of stock options | 10,805 | 3,698 | 836 |
Proceeds from sale of common stock, net | 0 | 0 | 1,199,869 |
Proceeds from sales of Class B units by Cheniere Partners | 0 | -3 | 1,387,342 |
Investment in restricted cash and cash equivalents | -2,224,196 | -4,083,707 | -1,771,666 |
Debt issuance and deferred financing costs | -111,807 | -311,050 | -223,079 |
Distributions and dividends to non-controlling interest | -79,517 | -69,220 | -36,327 |
Repayments of long-term debt | -177,000 | -100,000 | -1,326,514 |
Payments related to tax withholdings for share-based compensation | -112,324 | -136,367 | -20,414 |
Excess tax benefit from share-based compensation | 3,605 | 3,385 | 0 |
Net cash provided by (used in) financing activities | 1,122,847 | 840,990 | -65,075 |
Net increase (decrease) in cash and cash equivalents | 786,741 | 759,131 | -257,449 |
Cash and cash equivalents—beginning of period | 960,842 | 201,711 | 459,160 |
Cash and cash equivalents—end of period | $1,747,583 | $960,842 | $201,711 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS |
Cheniere Energy, Inc. (NYSE MKT: LNG), a Delaware corporation, is a Houston-based energy company primarily engaged in LNG-related businesses. We own and operate the Sabine Pass LNG terminal in Louisiana through our ownership interest in and management agreements with Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE MKT: CQP), which is a publicly traded limited partnership that we created in 2007. We own 100% of the general partner interest in Cheniere Partners and 80.1% of Cheniere Energy Partners LP Holdings, LLC (“Cheniere Holdings”) (NYSE MKT: CQH), which is a publicly traded limited liability company that we created in 2013 that owns a 55.9% limited partner interest in Cheniere Partners. | |
The Sabine Pass LNG terminal is located on the Sabine Pass deepwater shipping channel less than four miles from the Gulf Coast. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ wholly owned subsidiary, Sabine Pass LNG, L.P. (“Sabine Pass LNG”), that includes existing infrastructure of five LNG storage tanks with capacity of approximately 16.9 Bcfe, two docks that can accommodate vessels with nominal capacity of up to 266,000 cubic meters and vaporizers with regasification capacity of approximately 4.0 Bcf/d. Cheniere Partners is developing and constructing natural gas liquefaction facilities (the “Sabine Pass Liquefaction Project”) at the Sabine Pass LNG terminal adjacent to the existing regasification facilities through a wholly owned subsidiary, Sabine Pass Liquefaction, LLC (“Sabine Pass Liquefaction”). Cheniere Partners plans to construct up to six Trains, which are in various stages of development. Each Train is expected to have a nominal production capacity of approximately 4.5 mtpa of LNG. Cheniere Partners also owns the 94-mile Creole Trail Pipeline through a wholly owned subsidiary, Cheniere Creole Trail Pipeline, L.P. (“CTPL”), which interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines. | |
We are developing a second natural gas liquefaction and export facility and pipeline facility near Corpus Christi, Texas (the “Corpus Christi Liquefaction Project”) through wholly owned subsidiaries Corpus Christi Liquefaction, LLC (“Corpus Christi Liquefaction”) and Cheniere Corpus Christi Pipeline, L.P. (“Cheniere Corpus Christi Pipeline”), respectively. As currently contemplated, the Corpus Christi LNG terminal would be designed for up to three Trains, with expected aggregate nominal production capacity of approximately 13.5 mtpa of LNG, three LNG storage tanks with capacity of approximately 10.1 Bcfe and two docks that can accommodate vessels with nominal capacity of up to 266,000 cubic meters. The Corpus Christi Liquefaction Project also would include a 23-mile pipeline that would interconnect the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (“Corpus Christi Pipeline”). | |
One of our subsidiaries, Cheniere Marketing, LLC (“Cheniere Marketing”), is engaged in LNG and natural gas marketing business activities and is seeking to develop a portfolio of long-term, short-term and spot SPAs. Cheniere Marketing has entered into SPAs with Sabine Pass Liquefaction and Corpus Christi Liquefaction to purchase LNG produced by the Sabine Pass Liquefaction Project and the Corpus Christi Liquefaction Project. | |
We are also in various stages of developing other projects, which, among other things, will require acceptable commercial and financing arrangements before we make a final investment decision. | |
Unless the context requires otherwise, references to the “Company,” “Cheniere,” “we,” “us” and “our” refer to Cheniere Energy, Inc. and its consolidated subsidiaries, including Cheniere Partners and Cheniere Holdings. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | ||
Our Consolidated Financial Statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of Cheniere Energy, Inc. and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Consolidated Financial Statements include the accounts of Cheniere and entities in which it holds a controlling interest. As a result, the Consolidated Financial Statements include the accounts of Cheniere Holdings and Cheniere Partners and its wholly owned subsidiaries. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for the Company’s proportionate share of earnings, losses and distributions. Other investments are carried at original cost. Investments accounted for using the equity method and cost method are reported as a component of other assets. | ||
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. | ||
Use of Estimates | ||
The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, goodwill, collectability of accounts receivable, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. | ||
Fair Value | ||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. | ||
In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. | ||
Recurring fair-value measurements are performed for commodity derivatives and interest rate derivatives as disclosed in Note 5—Derivative Instruments. The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 9—Long-Term Debt, are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments. Non-financial assets and liabilities initially measured at fair value include certain assets and liabilities acquired in a business combination, intangible assets, goodwill and AROs. | ||
Revenue Recognition | ||
LNG regasification capacity reservation fees are recognized as revenue over the term of the respective TUAs. Advance capacity reservation fees are initially deferred and amortized over a 10-year period as a reduction of a customer’s regasification capacity reservation fees payable under its TUA. Under each of these TUAs, Sabine Pass LNG is entitled to retain 2% of LNG delivered for each customer’s account at the Sabine Pass LNG terminal, which is recognized as revenues as Sabine Pass LNG performs the services set forth in each customer’s TUA. | ||
LNG and Natural Gas Marketing | ||
We have determined that our LNG and natural gas marketing business activities are energy trading and risk management activities for trading purposes and have elected to present these activities on a net basis on our Consolidated Statements of Operations. Marketing and trading revenues represent the margin earned on the purchase and transportation of LNG purchases and subsequent sales of natural gas to third parties. These energy trading and risk management activities include, but are not limited to: purchase of LNG and natural gas, transportation contracts and derivatives. Below is a brief description of our accounting treatment of each type of energy trading and risk management activity and how we account for each: | ||
Purchase of LNG and natural gas | ||
The purchase value of LNG or natural gas inventory is recorded as an asset on our Consolidated Balance Sheets at the cost to acquire the product. Our inventory is subject to lower of cost or market adjustment each quarter. Recoveries of losses resulting from interim period lower of cost or market adjustments are made due to market price recoveries on the same inventory in the same fiscal year and are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. Any adjustment to our inventory is recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. | ||
Transportation contracts | ||
We enter into transportation contracts with respect to the transport of LNG or natural gas to a specific location for storage or sale. Transportation costs that are incurred during the purchase of LNG or natural gas are capitalized as part of the acquisition costs of the product. Transportation costs incurred to sell LNG or natural gas are recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. | ||
LNG Inventory Derivatives | ||
We use derivative instruments to hedge cash flows attributable to the future sale of LNG inventory. Gains and losses in positions to hedge the cash flows attributable to the future sale of LNG inventory are classified as marketing and trading revenues on our Consolidated Statements of Operations. | ||
Cash and Cash Equivalents | ||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||
Restricted Cash 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. | ||
Amounts that are designated as restricted cash and cash equivalents are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. For these amounts, we have presented increases and decreases as “Investments in (uses of) restricted cash and cash equivalents” in our Consolidated Statements of Cash Flows. These amounts that represent non-cash transactions within our Consolidated Statements of Cash Flows present the effect of sources and uses of restricted cash and cash equivalents as they relate to the changes to assets and liabilities in our Consolidated Balance Sheets. Restricted cash and cash equivalents are presented on a gross basis within each of those categories so as to reconcile the change in non-cash activity that occurs on the balance sheet from period to period. | ||
LNG Inventory | ||
LNG inventory is recorded at cost and is subject to lower of cost or market (“LCM”) adjustments at the end of each period. LNG inventory cost is determined using the average cost method. Our LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal that are recorded in operating and maintenance expense on our Consolidated Statements of Operations. Recoveries of losses resulting from interim period LCM adjustments are recorded when market price recoveries occur on the same inventory in the same fiscal year. These recoveries are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. During the years ended December 31, 2014, 2013 and 2012, we recognized $24.5 million, $26.9 million and $20.4 million, respectively, as operating and maintenance expense as a result of LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal. | ||
Accounting for LNG Activities | ||
Generally, we begin capitalizing the costs of our LNG terminals and related pipelines once the individual project meets the following criteria: (i) regulatory approval has been received, (ii) financing for the project is available and (iii) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminals and related pipelines. | ||
Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as intangible LNG assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. | ||
We capitalize interest and other related debt costs during the construction period of our LNG terminal. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. | ||
Property, Plant and Equipment | ||
Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. | ||
Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. In performing this test, an undiscounted cash flow analysis is performed at the lowest level for which identifiable cash flows are independent of cash flows from other assets. If the sum of the undiscounted future net cash flows is less than the net book value of the property, an impairment loss is recognized for the excess, if any, of the property’s net book value over its estimated fair value. We have recorded no impairments related to property, plant and equipment for 2014, 2013 or 2012. | ||
Regulated Natural Gas Pipelines | ||
The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP, and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. | ||
Items that may influence our assessment are: | ||
• | inability to recover cost increases due to rate caps and rate case moratoriums; | |
• | inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; | |
• | excess capacity; | |
• | increased competition and discounting in the markets we serve; and | |
• | impacts of ongoing regulatory initiatives in the natural gas industry. | |
Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. | ||
Derivative Instruments | ||
We use derivative instruments to hedge our exposure to cash flow variability from commodity price and interest rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria and we elect the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. | ||
Changes in the fair value of our derivative instruments are recorded in current earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did not have any derivative instruments designated as cash flow hedges as of December 31, 2014 and 2013. | ||
From time to time, we have elected cash flow hedge accounting for derivatives that we use to hedge the exposure to volatility in floating-rate interest payments. Changes in fair value of derivative instruments designated as cash flow hedges, to the extent the hedge is effective, are recognized in accumulated other comprehensive loss on our Consolidated Balance Sheets. We reclassify gains and losses on the hedges from accumulated other comprehensive loss into interest expense in our Consolidated Statements of Operations as the hedged item is recognized. Any change in the fair value resulting from ineffectiveness is recognized immediately as derivative gain (loss) on our Consolidated Statements of Operations. We use regression analysis to determine whether we expect a derivative to be highly effective as a cash flow hedge, prior to electing hedge accounting and also to determine whether all derivatives designated as cash flow hedges have been effective. We perform these effectiveness tests prior to designation for all new hedges and on a quarterly basis for all existing hedges. We calculate the actual amount of ineffectiveness on our cash flow hedges using the “dollar offset” method, which compares changes in the expected cash flows of the hedged transaction to changes in the value of expected cash flows from the hedge. We discontinue hedge accounting when our effectiveness tests indicate that a derivative is no longer highly effective as a hedge; when the derivative expires or is sold, terminated or exercised; when the hedged item matures, is sold or repaid; or when we determine that the occurrence of the hedged forecasted transaction is not probable. When we discontinue hedge accounting but continue to hold the derivative, prospective changes in fair value of the derivative instrument are recorded in income. Once we conclude that the hedged forecasted transaction becomes probable of not occurring, the amount remaining in accumulated other comprehensive loss pertaining to the previously designated derivatives is reclassified out of accumulated other comprehensive loss and into income. | ||
See Note 5—Derivative Instruments for additional details about our derivative instruments. | ||
Concentration of Credit Risk | ||
Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. | ||
The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded as an other current asset and not netted within the derivative fair value. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. | ||
Sabine Pass LNG has entered into certain long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal. Sabine Pass LNG is dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective TUAs. Sabine Pass LNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of AA. | ||
Sabine Pass Liquefaction has entered into six fixed price 20-year SPAs with six unaffiliated third parties. Corpus Christi Liquefaction has entered into nine fixed price 20-year SPAs with seven unaffiliated third parties. Sabine Pass Liquefaction and Corpus Christi Liquefaction are dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective SPAs. | ||
Goodwill | ||
Goodwill represents the excess of cost over fair value of the assets of businesses acquired. The goodwill on our Consolidated Balance Sheets as of December 31, 2014 and 2013 is associated with our LNG terminal reporting unit. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the chief operating decision maker for purposes of resource allocation and performance assessment, and had discrete financial information. | ||
Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. During the fourth quarters of 2014 and 2013, we performed a qualitative assessment of goodwill in accordance with FASB guidance, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we fail the qualitative test, then we must compare our estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded, as necessary. The second step compares the implied fair value of the reporting unit’s goodwill to the carrying value, if any, of that goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. | ||
We completed our annual assessment of goodwill impairment during the fourth quarters of 2014 and 2013, and the tests indicated no impairment. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our LNG terminal reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events. | ||
Long-Term Debt | ||
Our debt consists of long-term secured debt securities, convertible debt securities, and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. | ||
Debt is recorded on our balance sheet at par value adjusted for unamortized discount or premium. Discounts, premiums, and costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. | ||
Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. These costs are recorded as debt issuance costs on our Consolidated Balance Sheets and are being amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. | ||
Asset Retirement Obligations | ||
We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our recognition of AROs is described below. | ||
Currently, the Sabine Pass LNG terminal is our only constructed and operating LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is zero. Therefore, we have not recorded an ARO associated with the Sabine Pass LNG terminal. | ||
Currently, the Creole Trail Pipeline is our only constructed and operating natural gas pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline have no stipulated termination dates. Therefore, we have concluded that due to advanced technology associated with current natural gas pipelines and our intent to operate the Creole Trail Pipeline as long as supply and demand for natural gas exists in the United States, we have not recorded an ARO associated with the Creole Trail Pipeline. | ||
Share-based Compensation | ||
We have awarded share-based compensation in the form of stock, restricted stock, stock options and phantom units that are more fully described in Note 11—Share-Based Compensation. A summary of our accounting policy for share-based awards follows. | ||
We recognize share-based compensation at fair value on the date of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock to employees and non-employee directors and stock options), compensation cost is recognized based on the grant-date fair value using the quoted market price of Cheniere’s common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service and market conditions and using the accelerated recognition method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability-classified share-based compensation awards (which include restricted stock to non-employees and phantom units), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the Company’s stock price. | ||
Non-controlling Interests | ||
When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues, and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are recognized within equity. See Note 7—Non-controlling Interests for additional details about our non-controlling interest. | ||
Income Taxes | ||
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. A valuation allowance equal to our federal and state net deferred tax asset balance has been established due to the uncertainty of realizing the tax benefits related to our federal and state net deferred tax assets. | ||
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. | ||
Net Loss Per Share | ||
Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) 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 and were dilutive. Basic and diluted EPS for all periods presented are the same since the effect of our options and unvested stock is anti-dilutive to our net loss per share. Stock options and unvested stock representing securities that could potentially dilute basic EPS in the future that were not included in the diluted computation because they would have been anti-dilutive for the years 2014, 2013 and 2012, were 10.4 million shares, 14.1 million shares and 4.4 million shares, respectively. In addition, 14.3 million shares issuable upon conversion of the 2021 Convertible Unsecured Notes, as described in Note 9—Long-Term Debt, were not included in the computation of diluted net loss per share for 2014 because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. |
Restricted_Cash_and_Cash_Equiv
Restricted Cash and Cash Equivalents (Notes) | 12 Months Ended |
Dec. 31, 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 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”). 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 December 31, 2014 and 2013, we classified $15.0 million as current restricted cash and cash equivalents for the payment of current interest due. As of both December 31, 2014 and 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 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 December 31, 2014 and 2013, we classified $155.8 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 Sabine Pass Liquefaction Project and $457.1 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. | |
CTPL Reserve | |
In May 2013, CTPL entered into a $400.0 million term loan facility (the “2017 CTPL Term Loan”). As of December 31, 2014 and 2013, we classified $24.9 million and $20.5 million, respectively, as current restricted cash and cash equivalents held by CTPL for the payment of current liabilities and $11.3 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. The restricted cash reserved to pay interest during construction is controlled by a collateral agent, and can only be released by the collateral agent upon satisfaction of certain terms and conditions. | |
See Note 9—Long-Term Debt for additional details about our long-term debt. | |
Other Restricted Cash and Cash Equivalents | |
As of December 31, 2014 and 2013, $250.1 million and $351.0 million, respectively, of cash and cash equivalents were held by Sabine Pass LNG, Cheniere Partners, and Cheniere Holdings that were restricted from use by Cheniere. In addition, as of December 31, 2014 and 2013, $35.9 million and $19.4 million, respectively, had been classified as current restricted cash and cash equivalents, and as of both December 31, 2014 and 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) | 12 Months Ended | |||||||
Dec. 31, 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): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
LNG terminal costs | ||||||||
LNG terminal | $ | 2,269,429 | $ | 2,234,796 | ||||
LNG terminal construction-in-process | 7,155,046 | 4,489,668 | ||||||
LNG site and related costs, net | 9,395 | 6,511 | ||||||
Accumulated depreciation | (350,497 | ) | (292,434 | ) | ||||
Total LNG terminal costs, net | 9,083,373 | 6,438,541 | ||||||
Fixed assets and other | ||||||||
Computer and office equipment | 5,111 | 8,115 | ||||||
Furniture and fixtures | 5,531 | 4,319 | ||||||
Computer software | 46,882 | 13,504 | ||||||
Leasehold improvements | 43,622 | 7,303 | ||||||
Land and other | 92,403 | 15,388 | ||||||
Accumulated depreciation | (30,169 | ) | (32,771 | ) | ||||
Total fixed assets and other, net | 163,380 | 15,858 | ||||||
Property, plant and equipment, net | $ | 9,246,753 | $ | 6,454,399 | ||||
LNG Terminal Costs | ||||||||
The Sabine Pass LNG terminal is depreciated using the straight-line depreciation method applied to groups of LNG terminal assets with varying useful lives. The identifiable components of the Sabine Pass LNG terminal with similar estimated useful lives have a depreciable range between 15 and 50 years, as follows: | ||||||||
Components | Useful life (yrs) | |||||||
LNG storage tanks | 50 | |||||||
Natural gas pipeline facilities | 40 | |||||||
Marine berth, electrical, facility and roads | 35 | |||||||
Regasification processing equipment (recondensers, vaporization and vents) | 30 | |||||||
Sendout pumps | 20 | |||||||
Other | 15-30 | |||||||
We are developing the Corpus Christi Liquefaction Project and have capitalized certain costs associated with our proposed Corpus Christi LNG terminal for site work that improved the associated land. As of December 31, 2014 and 2013, $66.1 million and $35.5 million, respectively, of costs associated with the initial site work for the proposed Corpus Christi LNG terminal were capitalized as LNG terminal construction-in-process. | ||||||||
Fixed Assets and Other | ||||||||
Our fixed assets and other are recorded at cost and are depreciated on a straight-line method based on estimated lives of the individual assets or groups of assets. |
Derivative_Instruments_Notes
Derivative Instruments (Notes) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Derivative Instruments | DERIVATIVE INSTRUMENTS | |||||||||||||||||||||||||||||||
We have entered into the following derivative instruments that are reported at fair value: | ||||||||||||||||||||||||||||||||
• | 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 derivatives consisting of natural gas purchase agreements to secure natural gas feedstock 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 December 31, 2014 and 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 | ||||||||||||||||||||||||||||||||
31-Dec-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) | $ | — | $ | 1,140 | $ | — | $ | 1,140 | $ | — | $ | (171 | ) | $ | — | $ | (171 | ) | ||||||||||||||
Fuel Derivatives asset (liability) | — | (921 | ) | — | (921 | ) | — | 126 | — | 126 | ||||||||||||||||||||||
Term Gas Supply Derivatives asset | — | — | 342 | 342 | — | — | — | — | ||||||||||||||||||||||||
Interest Rate Derivatives asset (liability) | — | (12,036 | ) | — | (12,036 | ) | — | 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 Sabine Pass Liquefaction’s 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 Sabine Pass Liquefaction’s Term Gas Supply Derivatives is designated as Level 3 within the valuation hierarchy. The curves used to generate the fair value of the Term Gas Supply Derivatives are based on basis adjustments applied to forward curves for a liquid trading point. In addition, there may be observable liquid market basis information in the near term, but terms of a particular Term Gas Supply Derivative contract may exceed the period for which such information is available, resulting in a Level 3 classification. In these instances, fair value of the contract incorporates extrapolation assumptions made in the determination of the market basis price for future delivery periods in which applicable commodity basis prices were either not observable or lacked corroborative market data. Internal fair value models 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 also include conditions precedent to the respective long-term natural gas purchase agreements. As of December 31, 2014, the majority of Sabine Pass Liquefaction’s 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. The fair value of the Term Gas Supply Derivatives is predominantly driven by market commodity basis prices and our assessment of the associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. We estimated the fair value of Sabine Pass Liquefaction’s Term Gas Supply Derivatives to be $0.3 million as of December 31, 2014. | ||||||||||||||||||||||||||||||||
There were no transfers into or out of Level 3 for the years ended December 31, 2014 and 2013. As all of our Term Gas Supply Derivatives are either purely index-priced or index-priced with a fixed basis, we do not believe that a significant change in market commodity prices would have a material impact on our Level 3 fair value measurements. The following table (in thousands, except natural gas basis spread) includes quantitative information for the unobservable inputs as of December 31, 2014: | ||||||||||||||||||||||||||||||||
Net Fair Value Asset | Valuation Technique | Significant Unobservable Input | Significant Unobservable Inputs Range | |||||||||||||||||||||||||||||
Term Gas Supply Derivatives | $342 | Basis Spread plus Liquid Location | Basis Spread | $ (0.350) - $0.035 | ||||||||||||||||||||||||||||
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, including our LNG Inventory Derivatives, Fuel Derivatives and Term Gas Supply Derivatives (collectively, “Commodity Derivatives”) as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of our Commodity Derivatives are reported in earnings. | ||||||||||||||||||||||||||||||||
The following table (in thousands) shows the fair value and location of our Commodity Derivatives on our Consolidated Balance Sheets: | ||||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||
LNG Inventory Derivatives asset (liability) | Prepaid expenses and other | $ | 1,140 | $ | (171 | ) | ||||||||||||||||||||||||||
Fuel Derivatives asset (liability) | Prepaid expenses and other | (921 | ) | 126 | ||||||||||||||||||||||||||||
Term Gas Supply Derivatives asset | Prepaid expenses and other | 76 | — | |||||||||||||||||||||||||||||
Term Gas Supply Derivatives asset | Non-current derivative assets | 586 | — | |||||||||||||||||||||||||||||
Term Gas Supply Derivatives liability | Other current liabilities | (53 | ) | — | ||||||||||||||||||||||||||||
Term Gas Supply Derivatives liability | Other non-current liabilities | (267 | ) | — | ||||||||||||||||||||||||||||
The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||
Income Statement Location | 2014 | 2013 | 2012 | |||||||||||||||||||||||||||||
LNG Inventory Derivatives gain (loss) | Marketing and trading revenues (losses) | $ | (346 | ) | $ | (449 | ) | $ | 995 | |||||||||||||||||||||||
Fuel Derivatives gain (loss) | Marketing and trading revenues (losses) | (952 | ) | 99 | — | |||||||||||||||||||||||||||
LNG Inventory Derivatives gain | Derivative gain (loss), net | 1,108 | 476 | — | ||||||||||||||||||||||||||||
Fuel Derivatives gain (loss) | Derivative gain (loss), net | 281 | 182 | (622 | ) | |||||||||||||||||||||||||||
Term Gas Supply Derivatives gain (1) | Operating and maintenance expense | 342 | — | — | ||||||||||||||||||||||||||||
(1) There were no settlements during the reporting period. | ||||||||||||||||||||||||||||||||
LNG Inventory and Fuel Derivatives | ||||||||||||||||||||||||||||||||
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 LNG Inventory Derivatives or Fuel Derivatives are in an asset position. Our LNG Inventory Derivatives and Fuel Derivatives are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. We are required by these financial institutions to use margin deposits as credit support for these commodity derivative activities. Collateral of $5.7 million and $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 December 31, 2014 and 2013, respectively. | ||||||||||||||||||||||||||||||||
Term Gas Supply Derivatives | ||||||||||||||||||||||||||||||||
Sabine Pass Liquefaction has entered into index-based physical natural gas supply contracts to secure natural gas feedstock 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 Sabine Pass Liquefaction’s Term Gas Supply Derivatives as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of Sabine Pass Liquefaction’s Term Gas Supply Derivatives are reported in earnings. | ||||||||||||||||||||||||||||||||
As of December 31, 2014, the majority of Sabine Pass Liquefaction’s 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 Sabine Pass Liquefaction’s 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. As of December 31, 2014, the forward notional natural gas buy position of Sabine Pass Liquefaction’s Term Gas Supply Derivatives was approximately 1,249.4 million 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 9—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, the closing of 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 9—Long-Term Debt. | ||||||||||||||||||||||||||||||||
At December 31, 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 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Non-current derivative assets | $ | 11,158 | $ | 98,123 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Other current liabilities | (23,194 | ) | (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 years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||||||
Gain (Loss) in OCI | Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | ||||||||||||||||||||||||||||||
31-Dec-12 | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | $ | (21,290 | ) | $ | — | $ | — | |||||||||||||||||||||||||
Interest Rate Derivatives - De-designated | (5,814 | ) | — | — | ||||||||||||||||||||||||||||
Interest Rate Derivatives - Settlements | (136 | ) | — | — | ||||||||||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | 21,297 | — | 5,807 | |||||||||||||||||||||||||||||
Interest Rate Derivatives - De-designated | — | — | — | |||||||||||||||||||||||||||||
Interest Rate Derivatives - Settlements | (30 | ) | — | 166 | ||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | — | — | — | |||||||||||||||||||||||||||||
Interest Rate Derivatives - De-designated | — | — | — | |||||||||||||||||||||||||||||
Interest Rate Derivatives - Settlements | — | — | — | |||||||||||||||||||||||||||||
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 years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | $ | (119,401 | ) | $ | 88,596 | $ | 679 | |||||||||||||||||||||||||
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 December 31, 2014: | ||||||||||||||||||||||||||||||||
LNG Inventory Derivatives | $ | 1,140 | $ | 1,056 | $ | 84 | $ | — | $ | — | $ | 84 | ||||||||||||||||||||
Fuel Derivatives | (921 | ) | (921 | ) | — | — | — | — | ||||||||||||||||||||||||
Term Gas Supply Derivatives | 662 | — | 662 | — | — | 662 | ||||||||||||||||||||||||||
Term Gas Supply Derivatives | (320 | ) | — | (320 | ) | — | — | (320 | ) | |||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | 11,158 | — | 11,158 | — | — | 11,158 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | (23,194 | ) | — | (23,194 | ) | — | — | (23,194 | ) | |||||||||||||||||||||||
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 | ) | |||||||||||||||||||||||
Variable_Interest_Entity_Notes
Variable Interest Entity (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | VARIABLE INTEREST ENTITY |
Cheniere Partners | |
Cheniere Partners is a master limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG terminal and related assets. Cheniere Holdings is a limited liability company formed by us in 2013 to hold our Cheniere Partners limited partner interests. As of December 31, 2014, we owned 80.1% of Cheniere Holdings, which owns a 55.9% limited partner interest in Cheniere Partners in the form of 12.0 million common units, 45.3 million Class B units and 135.4 million subordinated units. We also own 100% of the 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. |
NonControlling_Interest_Notes
Non-Controlling Interest (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | NON-CONTROLLING INTEREST |
In December 2013, Cheniere Holdings completed its initial public offering (the “Cheniere Holdings Offering”) of 36.0 million common shares at $20.00 per common share. Cheniere Holdings was formed by us to hold our limited partner interest in Cheniere Partners. We ultimately received all of the $665.0 million of net proceeds, after deducting offering expenses, from the Cheniere Holdings Offering from the repayment of Cheniere Holdings’ intercompany indebtedness and payables owed to us and through a distribution by Cheniere Holdings to us. Additionally, in November 2014, Cheniere Holdings sold 10.1 million common shares at $22.76 per common share for net proceeds of approximately $229 million, after deducting offering expenses, which were used to redeem from us the same number of common shares. As of December 31, 2014 and 2013, our ownership interest in Cheniere Holdings was 80.1% and 84.5%, respectively, with the remaining non-controlling interest held by the public. Our ownership of Cheniere Partners interests is further discussed in Note 6—Variable Interest Entities. |
Accrued_Liabilities_Notes
Accrued Liabilities (Notes) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Accrued Liabilities | ACCRUED LIABILITIES | ||||||||
As of December 31, 2014 and 2013, accrued liabilities consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Interest expense and related debt fees | $ | 112,858 | $ | 80,151 | |||||
Payroll | 6,425 | 7,410 | |||||||
LNG liquefaction costs | 22,014 | 83,651 | |||||||
LNG terminal costs | 1,077 | 1,612 | |||||||
Other accrued liabilities | 26,755 | 13,728 | |||||||
Total accrued liabilities | $ | 169,129 | $ | 186,552 | |||||
LongTerm_Debt_Notes
Long-Term Debt (Notes) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Long-Term Debt | LONG-TERM DEBT | ||||||||||||||||||||
As of December 31, 2014 and 2013, our long-term debt consisted of the following (in thousands): | |||||||||||||||||||||
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 | |||||||||||||||||||
2021 Convertible Unsecured Notes | 1,004,469 | — | |||||||||||||||||||
2017 CTPL Term Loan | 400,000 | 400,000 | |||||||||||||||||||
Total long-term debt | 9,989,969 | 6,585,500 | |||||||||||||||||||
Long-term debt premium (discount) | |||||||||||||||||||||
2016 Sabine Pass LNG Senior Notes | (8,998 | ) | (13,693 | ) | |||||||||||||||||
2021 Sabine Pass Liquefaction Senior Notes | 10,177 | 11,562 | |||||||||||||||||||
2023 Sabine Pass Liquefaction Senior Notes | 7,088 | — | |||||||||||||||||||
2021 Convertible Unsecured Notes | (189,717 | ) | — | ||||||||||||||||||
2017 CTPL Term Loan | (2,435 | ) | (7,096 | ) | |||||||||||||||||
Total long-term debt, net | $ | 9,806,084 | $ | 6,576,273 | |||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, we incurred $587.0 million, $414.0 million and $235.9 million of total interest cost, respectively, of which we capitalized and deferred $405.8 million, $233.0 million and $35.1 million, respectively, of interest cost, including amortization of debt issuance costs, primarily related to the construction of the first four Trains of the Sabine Pass Liquefaction Project. | |||||||||||||||||||||
Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2014 (in thousands): | |||||||||||||||||||||
Payments Due for the Years Ended December 31, | |||||||||||||||||||||
Total | 2015 | 2016 to 2017 | 2018 to 2019 | Thereafter | |||||||||||||||||
Debt: | |||||||||||||||||||||
2016 Notes | $ | 1,665,500 | $ | — | $ | 1,665,500 | $ | — | $ | — | |||||||||||
2020 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 | — | — | — | 1,500,000 | ||||||||||||||||
2024 Sabine Pass Liquefaction Senior Notes | 2,000,000 | — | — | — | 2,000,000 | ||||||||||||||||
2021 Convertible Unsecured Notes | 1,004,469 | — | — | — | 1,004,469 | ||||||||||||||||
2017 CTPL Term Loan | 400,000 | — | 400,000 | — | — | ||||||||||||||||
Total Debt | $ | 9,989,969 | $ | — | $ | 2,065,500 | $ | — | $ | 7,924,469 | |||||||||||
Sabine Pass LNG Senior Notes | |||||||||||||||||||||
As of both December 31, 2014 and 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 3—Restricted Cash and Cash Equivalents. During the years ended December 31, 2014, 2013 and 2012, Sabine Pass LNG made distributions of $346.9 million, $348.9 million and $333.5 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. | |||||||||||||||||||||
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 December 31, 2014 and 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 5— Derivative Instruments. | |||||||||||||||||||||
In November 2013, in conjunction with Sabine Pass Liquefaction’s issuance of the 2022 Sabine Pass Liquefaction Senior Notes, Sabine Pass Liquefaction 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, 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, Sabine Pass Liquefaction 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 5— Derivative Instruments. | |||||||||||||||||||||
In conjunction with the issuance of the 2021 Sabine Pass Liquefaction Senior Notes in February 2013 and the issuances of $500.0 million of additional 2021 Sabine Pass Liquefaction Senior Notes and 2023 Sabine Pass Liquefaction Senior Notes in April 2013, 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 and deferred commitment fees associated with the 2012 Liquefaction Credit Facility of $88.3 million during the year ended December 31, 2013. | |||||||||||||||||||||
2021 Convertible Unsecured Notes | |||||||||||||||||||||
In November 2014, we issued an aggregate principal amount of $1.0 billion unsecured convertible notes due 2021 (the “2021 Convertible Unsecured Notes”) on a private placement basis in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. The 2021 Convertible Unsecured Notes bear interest at a rate of 4.875% per annum, which is payable in kind (“PIK”) semi-annually in arrears by increasing the principal amount of the 2021 Convertible Unsecured Notes outstanding. One year after the closing date, the 2021 Convertible Unsecured Notes will be convertible at the option of the holder into our common stock at an initial conversion price of $93.64, provided that our closing price of common stock is greater than or equal to $93.64 on the conversion date. The conversion rate is subject to adjustment upon the occurrence of certain specified events. We have the option to satisfy the conversion obligation with cash, common stock or a combination thereof. | |||||||||||||||||||||
Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be separately accounted for as liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. We determined that the fair value of the debt component was $808.8 million and the residual value of the equity component was $191.2 million as of the issuance date. The debt component is accreted to the total principal amount due at maturity by amortizing the debt discount. The effective rate of interest to amortize the debt discount was approximately 9.16% as of December 31, 2014, and the remaining period over which the debt discount will be amortized was 6.4 years. | |||||||||||||||||||||
Interest expense, before capitalization, related to the 2021 Convertible Unsecured Notes consisted of the following (in thousands): | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
PIK interest per contractual rate | $ | 4,469 | $ | — | $ | — | |||||||||||||||
Amortization of debt discount | 2,328 | — | — | ||||||||||||||||||
Amortization of debt issuance costs | 4 | — | — | ||||||||||||||||||
Total interest expense related to 2021 Convertible Unsecured Notes | $ | 6,801 | $ | — | $ | — | |||||||||||||||
In connection with the issuance of the 2021 Convertible Unsecured Notes, we have agreed, if permitted by applicable law and approved by the Securities and Exchange Commission (“SEC”), to use commercially reasonable efforts to file with the SEC and cause to become effective registration statements relating to offers to exchange the 2021 Convertible Unsecured Notes for like aggregate principal amounts of SEC-registered notes with terms identical in all material respects to the 2021 Convertible Unsecured Notes (other than with respect to restrictions on transfer or for references to restrictive legends), by November 30, 2015. If the SEC does not approve registration of the exchange offer or an exchange offer would not be permitted by applicable laws, we have agreed to use our reasonable best efforts to prepare and file shelf registration statements to cover resales of the 2021 Convertible Unsecured Notes. If we fail to satisfy these obligations, we may be required to pay additional interest to holders of the 2021 Convertible Unsecured Notes under certain circumstances. | |||||||||||||||||||||
2017 CTPL Term Loan | |||||||||||||||||||||
In May 2013, CTPL entered into the 2017 CTPL Term Loan, 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 2017 CTPL Term Loan 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 December 31, 2014, CTPL had borrowed the full amount of $400.0 million available under the 2017 CTPL Term Loan. | |||||||||||||||||||||
Borrowings under the 2017 CTPL Term Loan 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 2017 CTPL Term Loan, 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 2017 CTPL Term Loan contains customary affirmative and negative covenants. The obligations of CTPL under the 2017 CTPL Term Loan 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 2017 CTPL Term Loan 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 uses for the issuance of letters of credit for certain working capital requirements related to the Sabine Pass Liquefaction Project. Sabine Pass Liquefaction pays (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 December 31, 2014, Sabine Pass Liquefaction had issued letters of credit in an aggregate amount of $9.5 million and no draws had been made upon any letters of credit issued under the Sabine Pass Liquefaction LC Agreement. | |||||||||||||||||||||
Fair Value Disclosures | |||||||||||||||||||||
The following table (in thousands) shows the carrying amount and estimated fair value of our long-term debt: | |||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||
2016 Sabine Pass LNG Senior Notes, net of discount (1) | $ | 1,656,502 | $ | 1,718,621 | $ | 1,651,807 | $ | 1,868,607 | |||||||||||||
2020 Sabine Pass LNG Senior Notes (1) | 420,000 | 428,400 | 420,000 | 432,600 | |||||||||||||||||
2021 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 2,010,177 | 1,985,050 | 2,011,562 | 1,961,273 | |||||||||||||||||
2022 Sabine Pass Liquefaction Senior Notes (1) | 1,000,000 | 1,020,000 | 1,000,000 | 982,500 | |||||||||||||||||
2023 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 1,507,089 | 1,476,947 | 1,000,000 | 935,000 | |||||||||||||||||
2024 Sabine Pass Liquefaction Senior Notes (1) | 2,000,000 | 1,970,000 | — | — | |||||||||||||||||
2013 Liquefaction Credit Facilities (2) | — | — | 100,000 | 100,000 | |||||||||||||||||
2021 Convertible Unsecured Notes (3) | 814,751 | 1,025,563 | — | — | |||||||||||||||||
2017 CTPL Term Loan, net of discount (4) | 397,565 | 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 December 31, 2014 and 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 was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. | ||||||||||||||||||||
-4 | 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) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | INCOME TAXES | ||||||||||||
Income tax provision included in our reported net loss consisted of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | — | — | — | ||||||||||
Foreign | 4,143 | 4,082 | 145 | ||||||||||
Total current | 4,143 | 4,082 | 145 | ||||||||||
Deferred: | |||||||||||||
Federal | — | — | — | ||||||||||
State | — | — | — | ||||||||||
Foreign | — | 258 | (141 | ) | |||||||||
Total deferred | — | 258 | (141 | ) | |||||||||
Total income tax provision | $ | 4,143 | $ | 4,340 | $ | 4 | |||||||
The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
Non-controlling interest | (4.8 | )% | (3.3 | )% | (1.4 | )% | |||||||
State tax benefit | 4.3 | % | 4.5 | % | 2.7 | % | |||||||
Uncertain tax position | (12.5 | )% | — | % | — | % | |||||||
Net impact of non-U.S. taxes | (2.0 | )% | (0.8 | )% | — | % | |||||||
Valuation allowance | (19.8 | )% | (34.3 | )% | (33.2 | )% | |||||||
Other | (0.6 | )% | (1.9 | )% | (3.1 | )% | |||||||
Effective tax rate as reported | (0.4 | )% | (0.8 | )% | — | % | |||||||
Significant components of our deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | |||||||||||||
Federal | $ | 637,919 | $ | 608,631 | |||||||||
State | 136,917 | 111,624 | |||||||||||
Book deferred gain | 77,182 | 77,182 | |||||||||||
Share-based compensation expense | 28,432 | 24,089 | |||||||||||
Property, plant and equipment | 29,483 | 27,260 | |||||||||||
Other | 15,464 | 3,931 | |||||||||||
Total deferred tax assets | $ | 925,397 | $ | 852,717 | |||||||||
Deferred tax liabilities | |||||||||||||
Investment in limited partnership | $ | (46,601 | ) | $ | (109,884 | ) | |||||||
Other | — | (142 | ) | ||||||||||
Total deferred tax liabilities | $ | (46,601 | ) | $ | (110,026 | ) | |||||||
Net deferred tax assets | 878,796 | 742,691 | |||||||||||
Less: net deferred tax asset valuation allowance | (878,796 | ) | (742,691 | ) | |||||||||
Total net deferred tax asset | $ | — | $ | — | |||||||||
At December 31, 2014, we had federal and state net operating loss (“NOL”) carryforwards of approximately $3.5 billion. This excludes the NOL carryforwards related to unrecognized tax benefits and stock compensation windfalls that have not been recognized under GAAP. These NOL carryforwards will expire between 2028 and 2034. | |||||||||||||
Due to our history of NOLs, current year NOLs and significant risk factors related to our ability to generate taxable income, we have established a valuation allowance to fully offset our net deferred tax assets as of December 31, 2014 and 2013. We will continue to evaluate our ability to release the valuation allowance in the future. The change in the net deferred tax asset valuation allowance was $136.1 million for the year ended December 31, 2014. | |||||||||||||
Changes in the balance of unrecognized tax benefits are as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Balance at beginning of the year | $ | 19,484 | $ | 19,773 | |||||||||
Additions based on tax positions related to current year | 85,932 | — | |||||||||||
Additions for tax positions of prior years | — | 2,162 | |||||||||||
Reductions for tax positions of prior years | (925 | ) | (2,451 | ) | |||||||||
Settlements | — | — | |||||||||||
Balance at end of the year | $ | 104,491 | $ | 19,484 | |||||||||
Our effective tax rate will not be affected if the unrecognized federal income tax benefits provided above were recognized. Currently, we do not recognize any accrued liabilities, interest and penalties associated with the unrecognized tax benefits provided above in our Consolidated Statements of Operations or our Consolidated Balance Sheets. Any applicable interest and penalties related to unrecognized tax benefits would be recorded to our income tax provision. | |||||||||||||
We experienced an ownership change within the provisions of Internal Revenue Code (“IRC”) Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of our NOLs 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. | |||||||||||||
We are subject to taxation in the U.S., United Kingdom, Chile, Singapore and various state jurisdictions. The federal tax returns for the years before 2010 remain open to examination for the purpose of determining the amount of remaining tax NOL and other carryforwards. The federal tax returns for the years 2011 through 2014 remain open for all purposes of examination by the IRS and other taxing authorities. | |||||||||||||
Accounting for share-based compensation provides that when settlement of a share based award contributes to an NOL carryforward, neither the associated excess tax benefit nor the credit to additional paid-in capital (“APIC”) should be recorded until the share-based award deduction reduces income tax payable. Upon utilization of the loss in future periods, a benefit of $130.5 million will be reflected in APIC. |
ShareBased_Compensation_Notes
Share-Based Compensation (Notes) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Stock-Based Compensation | SHARE-BASED COMPENSATION | |||||||||||||
We have granted stock, restricted stock, phantom units and options to purchase common stock to employees, outside directors and a consultant 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”). | ||||||||||||||
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 units and other share-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. As of December 31, 2014, all of the shares under the 2003 Plan have been granted and approximately 27 million shares, net of cancellations, have been granted under the 2011 Plan. | ||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, the total share-based compensation expense, net of capitalization, recognized in our net loss was $102.0 million, $271.4 million and $58.7 million, respectively, and for the same periods we capitalized as part of the cost of capital assets $8.2 million, $12.5 million and $2.4 million, respectively. We did not recognize any cumulative adjustments in our compensation expense for the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
The total unrecognized compensation cost at December 31, 2014 relating to non-vested share-based compensation arrangements granted under the 1997 Plan, 2003 Plan and 2011 Plan was $172.1 million, which is expected to be recognized over a weighted average period of 2.8 years. | ||||||||||||||
During the year ended December 31, 2014, we recognized $10.8 million of share-based compensation expense related to the modification of long-term commercial bonus awards resulting from an employee termination. | ||||||||||||||
We have disclosed the deferred tax benefit realized from share-based compensation exercised during the annual period in Note 10—Income Taxes. A valuation allowance equal to the deferred tax asset has been established due to the uncertainty of realizing the tax benefits related to this deferred tax asset. | ||||||||||||||
Restricted Stock | ||||||||||||||
Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with the Company prior to the lapse of the restrictions. For the years ended December 31, 2014, 2013 and 2012, we issued 549,774 shares,18,860,000 shares and 10,293,000 shares, respectively, of restricted stock awards to our employees, executives, directors and a consultant. These awards vest based on service conditions (one, three or four-year service periods), performance conditions and/or market conditions. The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense or capitalized, depending on the employee, with a corresponding increase to additional paid-in-capital over the requisite service period. | ||||||||||||||
Grants of restricted stock to employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of the Company’s common stock on the grant date. For restricted stock awards granted to non-employees that vest based on service and/or performance conditions, the Company records compensation cost equal to the fair value of the award at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date. In addition, compensation cost for unvested restricted stock awards to non-employees is adjusted quarterly for any changes in the Company’s stock price. | ||||||||||||||
Grants of restricted stock to employees and non-employees based on market conditions are measured using valuations based on Monte Carlo simulations. There were no awards granted with market conditions in 2014 or 2012. For the awards granted in 2013 with market conditions, we used the following variables in our Monte Carlo simulations: | ||||||||||||||
• | Expected Volatility 44% - 62% | |||||||||||||
• | Risk Free Rate 2.80% - 2.83% | |||||||||||||
• | Cost of Equity 16.50% - 16.60% | |||||||||||||
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. | ||||||||||||||
On October 1, 2014, the second performance milestone was achieved upon Sabine Pass Liquefaction’s payment of 60% of the original contract price of the EPC Contract (Trains 3 and 4). Following certification of the achievement of the performance milestone by a subcommittee of the Compensation Committee, 20% of the Milestone Awards vested. | ||||||||||||||
The remaining Milestone Awards will vest based on the achievement of the following performance milestones: | ||||||||||||||
• | 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. | |||||||||||||
The table below provides a summary of the status of our restricted stock under the 2003 Plan and 2011 Plan as of December 31, 2014 (in thousands, except for per share information): | ||||||||||||||
Non-Vested | Weighted | |||||||||||||
Shares | Average Grant | |||||||||||||
Date Fair Value | ||||||||||||||
Per Share | ||||||||||||||
Non-vested at January 1, 2014 | 15,081 | $ | 19.4 | |||||||||||
Granted | 550 | 60.09 | ||||||||||||
Vested | (4,428 | ) | 18.99 | |||||||||||
Forfeited | (726 | ) | 21.54 | |||||||||||
Non-vested at December 31, 2014 | 10,477 | $ | 21.56 | |||||||||||
The weighted average grant date fair values per share of restricted stock granted during the years ended December 31, 2014, 2013 and 2012 were $60.09, $21.89 and $14.06, respectively. The total grant date fair value per share of shares vested during the years ended December 31, 2014, 2013 and 2012 were $18.99, $19.40 and $12.76, respectively. | ||||||||||||||
Phantom Units | ||||||||||||||
Phantom units are incentive based equity awards issued to employees over a vesting period that entitle the grantee to receive the cash equivalent to the value of a share of our common stock upon each vesting. Phantom units are not eligible to receive quarterly distributions. The Company records compensation cost equal to the fair value of the award at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date. In addition, compensation cost for unvested phantom unit awards is adjusted quarterly for any changes in the Company’s stock price. During the year ended December 31, 2014, we granted approximately 79,000 phantom units to employees and recognized $0.2 million of share-based compensation related to these grants. | ||||||||||||||
Stock Options | ||||||||||||||
Stock options to employees are valued at the date of grant using a Black-Scholes valuation model and the cost is recognized over the option vesting period. We did not issue any options to purchase shares of our common stock and did not declare dividends on our common stock during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
The table below provides a summary of option activity under the 1997 Plan, 2003 Plan and 2011 Plan as of December 31, 2014: | ||||||||||||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||
(in thousands) | (in years) | (in thousands) | ||||||||||||
Outstanding at January 1, 2014 | 480 | $ | 30.73 | 1.32 | $ | 5,947 | ||||||||
Granted | — | — | ||||||||||||
Exercised | (387 | ) | 29.5 | |||||||||||
Forfeited or Expired | — | — | ||||||||||||
Outstanding at December 31, 2014 | 93 | $ | 35.81 | 0.81 | $ | 3,224 | ||||||||
Exercisable at December 31, 2014 | 93 | $ | 35.81 | 0.81 | $ | 3,224 | ||||||||
The weighted average grant-date fair value of options granted during each of the years ended December 31, 2014, 2013 and 2012 was zero. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012 was $11.9 million, $2.0 million and $0.7 million, respectively. | ||||||||||||||
We received $10.8 million, $3.7 million and $0.8 million in the years ended December 31, 2014, 2013 and 2012, respectively, of proceeds from the exercise of stock options. |
Employee_Benefit_Plan_Notes
Employee Benefit Plan (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | EMPLOYEE BENEFIT PLAN |
In 2005, we established a defined contribution plan (“401(k) Plan”). The 401(k) Plan allows eligible employees to contribute up to 100% of their compensation up to the IRS maximum. We match each employee’s salary deferrals (contributions) up to six percent of compensation and may make additional contributions at our discretion. Effective January 1, 2007, employees are immediately vested in the contributions made by us. Our contributions to the 401(k) Plan were $3.6 million, $2.3 million and $1.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. We have made no discretionary contributions to the 401(k) Plan to date. |
Leases_Notes
Leases (Notes) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Leases | LEASES | |||
During the years ended December 31, 2014, 2013 and 2012, we recognized rental expense for all operating leases of $19.1 million, $13.9 million and $12.9 million, respectively. | ||||
Future Annual Minimum Lease Payments | ||||
Future annual minimum lease payments, excluding inflationary adjustments, are as follows (in thousands): | ||||
Years Ending December 31, | Operating | |||
Leases (2) | ||||
2015 | $ | 35,912 | ||
2016 | 97,367 | |||
2017 | 109,500 | |||
2018 | 101,742 | |||
2019 | 101,109 | |||
Thereafter (1) | 296,813 | |||
Total | $ | 742,443 | ||
-1 | Includes certain lease option renewals as they are reasonably assured. | |||
-2 | Operating leases primarily relate to LNG vessel time charters, land site and tug leases. Lease payments for Sabine Pass LNG’s tug boat lease represent its lease payment obligation and do not take into account the payments Sabine Pass LNG will receive from third-party TUA customers that effectively offset $16.3 million, or two-thirds, of Sabine Pass LNG’s lease payment obligations, as discussed below. | |||
Land Site Leases | ||||
We recognized $3.0 million, $2.7 million and $2.3 million of LNG terminal operating expense on our Consolidated Statements of Operations in 2014, 2013 and 2012, respectively, under the following land site leases: | ||||
In January 2005, Sabine Pass LNG exercised its options and entered into three land leases for the site of the Sabine Pass LNG terminal. The leases have an initial term of 30 years, with options to renew for six 10-year extensions with similar terms as the initial term. In February 2005, two of the three leases were amended, thereby increasing the total acreage under lease to 853 acres. In July 2012, Sabine Pass LNG entered into an additional land lease, thereby increasing the total acreage under lease to 883 acres. The annual lease payments are adjusted for inflation every five years based on a consumer price index, as defined in the lease agreements. | ||||
In November 2011, Sabine Pass Liquefaction entered into a land lease of 80.7 acres to be used as the laydown area during the construction of the Sabine Pass Liquefaction Project. The lease has an initial term of 5 years, with options to renew for five 1-year extensions with similar terms as the initial term. In December 2011, Sabine Pass Liquefaction entered into a land lease of 80.6 acres to be used for the site of the Sabine Pass Liquefaction Project. The lease has an initial term of 30 years, with options to renew for six 10-year extensions with similar terms as the initial term. The annual lease payment is adjusted for inflation every 5 years based on a consumer price index, as defined in the lease agreement. | ||||
In January 2013, Corpus Christi Liquefaction entered into a land lease of 110 acres to be used as the laydown area during the construction of the Corpus Christi Liquefaction Project. The lease has an initial term of one year, eleven months, with an option to renew for an additional period of four years, eleven months with similar terms as the initial term. | ||||
Tug Boat Agreements | ||||
In the second quarter of 2009, Sabine Pass Tug Services, LLC (“Tug Services”), Cheniere Partners’ wholly owned subsidiary, entered into a Marine Services Agreement (the “Tug Agreement”) for the use of tug boats and marine services for the Sabine Pass LNG terminal. The term of the Tug Agreement commenced in January 2008 for a period of 10 years, with an option to renew two additional, consecutive terms of 5 years each. We determined that the Tug Agreement contains a lease for the tugs specified in the Tug Agreement. In addition, we have concluded that the tug boat lease contained in the Tug Agreement is an operating lease, and as such, the equipment component of the Tug Agreement will be charged to expense over the term of the Tug Agreement as it becomes payable. | ||||
In the second quarter of 2009, Tug Services entered into a Tug Sharing Agreement with Sabine Pass LNG’s three TUA customers to provide their LNG cargo vessels with tug boat and marine services at the Sabine Pass LNG terminal and effectively offset the cost of the tug boat lease. The Tug Sharing Agreement provides for each of our customers to pay Tug Services an annual service fee. | ||||
LNG Vessel Time Charters | ||||
In June 2013, Cheniere Marketing entered into three LNG vessel leases with subsidiaries of two ship owners, Dynagas, Ltd. (“Dynagas”) and Teekay LNG Operating LLC (“Teekay”), for the purpose of securing shipping capacity for its SPA with Sabine Pass Liquefaction. The leases have an initial term of 5 years with the option to renew the lease with Dynagas for a 2-year extension with similar terms as the initial term. In accordance with accounting literature on determining whether an arrangement contains a lease, we determined that the LNG vessel leases are operating leases and, as such, the equipment component of the LNG vessel leases is charged to expense over the term of the LNG vessel leases as it becomes payable. | ||||
Cheniere Marketing expects to receive delivery of the vessel leased from Dynagas in June 2015 and the vessels leased from Teekay in January 2016 and June 2016, respectively. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES |
LNG Terminal Commitments and Contingencies | |
Obligations under LNG TUAs | |
Sabine Pass LNG has entered into third-party TUAs with Total and Chevron to provide berthing for LNG vessels and for the unloading, storage and regasification of LNG at the Sabine Pass LNG terminal. | |
Obligations under Bechtel EPC Contracts | |
Sabine Pass Liquefaction has entered into lump sum turnkey contracts for the engineering, procurement and construction (“EPC”) of Trains 1 and 2 (the “EPC Contract (Trains 1 and 2)”) and the EPC Contract of Trains 3 and 4 (the “EPC Contract (Trains 3 and 4)”) with Bechtel in November 2011 and December 2012, respectively. | |
The EPC Contract (Trains 1 and 2) provides that Sabine Pass Liquefaction will pay Bechtel a contract price of $3.9 billion, which is subject to adjustment by change order. Sabine Pass Liquefaction has the right to terminate the EPC Contract (Trains 1 and 2) for its convenience, in which case Bechtel will be paid (i) the portion of the contract price for the work performed, (ii) costs reasonably incurred by Bechtel on account of such termination and demobilization, and (iii) a lump sum of up to $30.0 million depending on the termination date. | |
The EPC Contract (Trains 3 and 4) provides for (i) the procurement, engineering, design, installation, training, commissioning and placing into service of Trains 3 and 4 of the Sabine Pass Liquefaction Project and related facilities and (ii) certain modifications and improvements to Train 1, Train 2 and the Sabine Pass LNG terminal. The EPC Contract (Trains 3 and 4) provides that Sabine Pass Liquefaction will pay Bechtel a contract price of $3.8 billion, which is subject to adjustment by change order. Sabine Pass Liquefaction has the right to terminate the EPC Contract (Trains 3 and 4) for its convenience, in which case Bechtel will be paid (i) the portion of the contract price for the work performed, (ii) costs reasonably incurred by Bechtel on account of such termination and demobilization, and (iii) a lump sum of up to $30.0 million depending on the termination date. | |
In December 2013, Corpus Christi Liquefaction entered into lump sum turnkey contracts for the engineering, procurement and construction of Trains and related facilities for the Corpus Christi Liquefaction Project. The Corpus Christi Liquefaction stage 1 EPC contract (the “Stage 1 EPC Contract”) with Bechtel includes two Trains, two tanks, one complete berth and a second partial berth. The Corpus Christi Liquefaction stage 2 EPC contract (the “Stage 2 EPC Contract”) with Bechtel includes one Train, one additional tank and completion of the second berth. The contract price of the Stage 1 EPC Contract is approximately $7.1 billion, and the contract price for the Stage 2 EPC Contract is approximately $2.4 billion. Corpus Christi Liquefaction has the right to terminate each of these EPC contracts for its convenience, in which case Bechtel will be paid costs reasonably incurred by Bechtel on account of such termination and demobilization. In addition, upon termination Bechtel will be paid the portion of the contract price for the work performed and a lump sum of $2.5 million if such EPC contract is terminated prior to issuance of the notice to proceed and up to $30.0 million depending on the termination date if such EPC contract is terminated after issuance of the notice to proceed. | |
Obligations under SPAs | |
Sabine Pass Liquefaction has entered into third-party SPAs with four customers which obligates Sabine Pass Liquefaction to purchase natural gas in sufficient quantities, liquefy the natural gas purchased, and deliver 834.0 million MMBtu per year of LNG to the customers’ vessels, subject to completion of construction of each of the first four Trains of the Sabine Pass Liquefaction Project as specified in the customers’ SPAs. In addition, Sabine Pass Liquefaction has entered into third-party SPAs with two customers to purchase natural gas in sufficient quantities, liquefy the natural gas purchased, and deliver 196.0 million MMBtu per year of LNG to the customers’ vessels, subject to completion of regulatory approvals, securing adequate financing, reaching a positive final investment decision to construct the relevant infrastructure, and construction of the fifth Train of the Sabine Pass Liquefaction Project. | |
Corpus Christi Liquefaction has entered into third-party SPAs which obligates Corpus Christi Liquefaction to purchase natural gas in sufficient quantities, liquefy the natural gas purchased, and deliver 438.7 million MMBtu per year of LNG to the customers’ vessels, subject to completion of regulatory approvals, securing adequate financing, reaching a final investment decision to construct the relevant infrastructure, and construction of the first Train at the Corpus Christi Liquefaction Project. | |
Obligations under Term Gas Supply Contracts | |
Sabine Pass Liquefaction has entered into index-based physical natural gas supply contracts to secure natural gas feedstock 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. As of December 31, 2014, the forward notional natural gas buy position of Sabine Pass Liquefaction’s Term Gas Supply Derivatives was approximately 1,249.4 million MMBtu. | |
Restricted Net Assets | |
At December 31, 2014, our restricted net assets of consolidated subsidiaries were approximately $2,641 million. | |
Other Commitments | |
In the ordinary course of business, we have entered into certain multi-year licensing and service agreements, none of which are considered material to our financial position. | |
Legal Proceedings | |
During the second quarter of 2014, four lawsuits were filed in the Court of Chancery of the State of Delaware (the “Court”) against us and/or certain of our 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 us 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, we filed a verified application with the Court pursuant to 8 Del. C. § 205 (the “Section 205 Action”) in which we asked the Court to declare valid the issuance, pursuant to the 2011 Plan, of the 25 million additional shares of our common stock covered by Amendment No. 1, whether occurring in the past or the future. | |
The parties to the above-referenced lawsuits and the Section 205 Action have entered into a Stipulation and Agreement of Compromise, Settlement and Release dated December 12, 2014 (the “Stipulation”), subject to its terms and conditions, including receipt, among other things, of Court approval, to resolve the litigation. | |
We have also agreed that plaintiffs’ counsel is entitled to a fee in connection with the resolution of the stockholder lawsuits, which will be paid by us, our successors in interest and/or our insurers. On February 10, 2015, plaintiffs filed an application with the Court, accompanied by a memorandum of law and expert reports, requesting an award of fees and expenses in the amount of approximately $43 million. If no agreement is reached between us and plaintiffs, we are entitled to contest the amount of fees sought by plaintiffs. The amount of the fee has not yet been determined. We have notified our insurance carriers of the claim. No assurance can be made as to whether any amounts ultimately will be recovered from the insurance carriers. | |
We have accrued our best estimate of probable loss in accrued liabilities on our Consolidated Balance Sheets. We estimate that the ultimate resolution of the matter could result in a total loss of up to approximately $43 million. As the approval process for the Stipulation and plaintiffs' fee award progresses, additional information could become known and we may be required to recognize additional general and administrative expense, and that amount could be material to our consolidated financial position, results of operations or cash flows. |
Business_Segment_Information_N
Business Segment Information (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Business Segment Information | BUSINESS SEGMENT INFORMATION | |||||||||||||||
We have two reportable segments: LNG terminal reporting segment and LNG and natural gas marketing reporting segment. 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. Substantially all of our revenues from external customers and long-lived assets are attributed to or located in the United States. | ||||||||||||||||
Our LNG terminal reporting segment consists of the Sabine Pass and Corpus Christi LNG terminals. 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 80.1% of the common shares of Cheniere Holdings, which owns a 55.9% limited partner interest in Cheniere Partners. We are also developing a natural gas liquefaction facility near Corpus Christi, Texas. | ||||||||||||||||
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. Cheniere Marketing is developing a platform for LNG sales to international markets with professional staff based in the United States, United Kingdom, Singapore and Chile. | ||||||||||||||||
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 Year Ended December 31, 2014 | ||||||||||||||||
Revenues (losses) from external customers (2) | $ | 267,606 | $ | (1,285 | ) | $ | 1,633 | $ | 267,954 | |||||||
Intersegment revenues (losses) (3) (4) | (779 | ) | 41,908 | (41,129 | ) | — | ||||||||||
Depreciation expense | 58,883 | 271 | 5,104 | 64,258 | ||||||||||||
Loss from operations | (91,179 | ) | (12,993 | ) | (169,396 | ) | (273,568 | ) | ||||||||
Interest expense, net | (177,400 | ) | — | (3,836 | ) | (181,236 | ) | |||||||||
Loss before income taxes and non-controlling interest (5) | (480,366 | ) | (14,874 | ) | (192,494 | ) | (687,734 | ) | ||||||||
Share-based compensation | 14,129 | 6,027 | 90,073 | 110,229 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 10,580,612 | 567,460 | 1,425,611 | 12,573,683 | ||||||||||||
Expenditures for additions to long-lived assets | 2,684,045 | 1,888 | 161,882 | 2,847,815 | ||||||||||||
As of or for the Year Ended December 31, 2013 | ||||||||||||||||
Revenues from external customers (2) | $ | 265,409 | $ | 242 | $ | 1,562 | $ | 267,213 | ||||||||
Intersegment revenues (losses) (3) (4) | 2,983 | 45,049 | (48,032 | ) | — | |||||||||||
Depreciation expense | 58,099 | 941 | 2,169 | 61,209 | ||||||||||||
Loss from operations | (121,698 | ) | (47,966 | ) | (159,322 | ) | (328,986 | ) | ||||||||
Interest expense, net | (182,003 | ) | — | 3,603 | (178,400 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (350,734 | ) | (48,851 | ) | (154,838 | ) | (554,423 | ) | ||||||||
Share-based compensation | 29,805 | 46,293 | 207,783 | 283,881 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 8,663,795 | 62,327 | 947,115 | 9,673,237 | ||||||||||||
Expenditures for additions to long-lived assets | 3,222,454 | 39 | 9,778 | 3,232,271 | ||||||||||||
As of or for the Year Ended December 31, 2012 | ||||||||||||||||
Revenues (losses) from external customers (2) | $ | 265,900 | $ | (1,172 | ) | $ | 1,492 | $ | 266,220 | |||||||
Intersegment revenues (losses) (3) (4) | 8,137 | 5,354 | (13,491 | ) | — | |||||||||||
Depreciation expense | 62,547 | 2,067 | 1,793 | 66,407 | ||||||||||||
Income (loss) from operations | 5,176 | (35,988 | ) | (45,020 | ) | (75,832 | ) | |||||||||
Interest expense, net | (218,143 | ) | 12 | 17,320 | (200,811 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (255,000 | ) | (36,022 | ) | (54,615 | ) | (345,637 | ) | ||||||||
Share-based compensation | 7,539 | 11,485 | 42,023 | 61,047 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 4,411,396 | 62,797 | 164,892 | 4,639,085 | ||||||||||||
Expenditures for additions to long-lived assets | 1,233,577 | (374 | ) | 1,512 | 1,234,715 | |||||||||||
-1 | Includes corporate activities, business development, 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. | |||||||||||||||
-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) | 12 Months Ended | ||||||||||||
Dec. 31, 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): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash paid during the year for interest, net of amounts capitalized and deferred | $ | 130,578 | $ | 120,908 | $ | 200,323 | |||||||
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | 129,842 | 154,517 | 99,751 | ||||||||||
Subsequent_Events_Notes
Subsequent Events (Notes) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Subsequent Events [Abstract] | |||||||||
Subsequent Events | SUBSEQUENT EVENTS | ||||||||
Convertible Notes | |||||||||
On January 16, 2015, Cheniere CCH HoldCo II, LLC, our wholly owned direct subsidiary, entered into a note purchase agreement with EIG Management Company, LLC (“EIG”) to purchase $1.5 billion of convertible notes, which is scheduled to close once we reach a positive final investment decision on the Corpus Christi Liquefaction Project. The net proceeds would be used to fund a portion of the costs of developing, constructing and placing into service the Corpus Christi Liquefaction Project. | |||||||||
Contingent Interest Rate Derivatives | |||||||||
In February 2015, Cheniere Corpus Christi Holdings, LLC (“Cheniere Corpus Christi Holdings”) entered into contingent interest rate derivatives (“Contingent Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on upcoming debt facilities that will be used to pay for a portion of the costs of developing, constructing and placing into service the Corpus Christi Liquefaction Project. The Contingent Interest Rate Derivatives are conditional upon certain conditions including reaching a final investment decision to commence construction of the Corpus Christi Liquefaction Project. We will contemplate making this final investment decision based upon, among other things, entering into acceptable commercial arrangements, receiving regulatory authorizations and obtaining adequate financing to construct the facility. Upon reaching a final investment decision to commence construction of the Corpus Christi Liquefaction Project, we estimate that we will pay $32.1 million to $45.5 million related to contingency and syndication premiums. Cheniere Corpus Christi Holdings has the following Contingent Interest Rate Derivatives outstanding: | |||||||||
Initial Notional Amount | Maximum Notional Amount | Maturity | Weighted Average Fixed Interest Rate Paid | Variable Interest Rate Received | |||||
$20.1 million | $3.8 billion | 85 months | 2.48% | One-month LIBOR |
Quarterly_Financial_Data_unaud
Quarterly Financial Data (unaudited) (Notes) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data | Quarterly Financial Data—(in thousands, except per share amounts) | ||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Year ended December 31, 2014: | |||||||||||||||||
Revenues | $ | 67,550 | $ | 67,645 | $ | 66,807 | $ | 65,952 | |||||||||
Loss from operations | (47,612 | ) | (62,135 | ) | (61,358 | ) | (102,463 | ) | |||||||||
Net loss | (122,345 | ) | (280,710 | ) | (104,800 | ) | (184,022 | ) | |||||||||
Net loss attributable to common stockholders | (97,810 | ) | (201,928 | ) | (89,581 | ) | (158,613 | ) | |||||||||
Net loss per share attributable to common stockholders—basic and diluted (1) | (0.44 | ) | (0.90 | ) | (0.40 | ) | (0.70 | ) | |||||||||
Year ended December 31, 2013: | |||||||||||||||||
Revenues | $ | 65,906 | $ | 67,177 | $ | 67,710 | $ | 66,420 | |||||||||
Loss from operations | (67,454 | ) | (136,278 | ) | (45,876 | ) | (79,379 | ) | |||||||||
Net loss | (124,629 | ) | (163,904 | ) | (122,483 | ) | (147,747 | ) | |||||||||
Net loss attributable to common stockholders | (117,105 | ) | (154,764 | ) | (100,824 | ) | (135,229 | ) | |||||||||
Net loss per share attributable to common stockholders—basic and diluted (1) | (0.54 | ) | (0.71 | ) | (0.46 | ) | (0.61 | ) | |||||||||
-1 | The sum of the quarterly net loss per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule_ICondensed_Financial_
Schedule I—Condensed Financial Information of Registrant (Notes) (Parent Company [Member]) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Parent Company [Member] | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Schedule I - Condensed Financial Information of Registrant | CHENIERE ENERGY, INC. | ||||||||||||
CONDENSED BALANCE SHEETS | |||||||||||||
(in thousands) | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
ASSETS | |||||||||||||
Non-current restricted cash and cash equivalents | $ | 5,847 | $ | 5,844 | |||||||||
Property, plant and equipment | 2,596 | — | |||||||||||
Debt receivable—affiliates | 809,416 | 775,202 | |||||||||||
Other | 414 | — | |||||||||||
Investments in affiliates | |||||||||||||
Cheniere’s investment in affiliates | (25,169 | ) | (475,957 | ) | |||||||||
Non-controlling interest investments in affiliates | 2,665,694 | 2,660,380 | |||||||||||
Investment in affiliates, net | 2,640,525 | 2,184,423 | |||||||||||
Total assets | $ | 3,458,798 | $ | 2,965,469 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||
Current accrued liabilities | $ | 8,086 | $ | 104 | |||||||||
Current debt—affiliate | 134,444 | 125,307 | |||||||||||
Long-term debt, net | 814,751 | — | |||||||||||
Commitments and contingencies | |||||||||||||
Stockholders’ equity (deficit) | (164,177 | ) | 179,678 | ||||||||||
Non-controlling interest | 2,665,694 | 2,660,380 | |||||||||||
Total liabilities and stockholders’ equity | $ | 3,458,798 | $ | 2,965,469 | |||||||||
The accompanying notes are an integral part of these condensed financial statements. | |||||||||||||
CHENIERE ENERGY, INC. | |||||||||||||
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||
(in thousands) | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating costs and expenses | $ | 8,223 | $ | 55 | $ | 36 | |||||||
Interest expense, net | (4,205 | ) | — | (12,883 | ) | ||||||||
Interest expense, net—affiliates | (9,137 | ) | (9,137 | ) | (9,137 | ) | |||||||
Interest income | 3 | — | — | ||||||||||
Interest income—affiliates | 34,213 | 34,213 | 34,213 | ||||||||||
Equity losses of affiliates | |||||||||||||
Equity losses of affiliates attributable to Cheniere | (416,638 | ) | (532,942 | ) | (344,937 | ) | |||||||
Equity losses of affiliates attributable to non-controlling interest | (143,945 | ) | (50,841 | ) | (12,861 | ) | |||||||
Net loss | $ | (547,932 | ) | $ | (558,762 | ) | $ | (345,641 | ) | ||||
Other comprehensive income (loss) | — | 27,351 | (27,093 | ) | |||||||||
Comprehensive loss attributable to non-controlling interest | — | 48,809 | 12,861 | ||||||||||
Comprehensive loss | $ | (547,932 | ) | $ | (482,602 | ) | $ | (359,873 | ) | ||||
The accompanying notes are an integral part of these condensed financial statements. | |||||||||||||
CHENIERE ENERGY, INC. | |||||||||||||
CONDENSED STATEMENTS OF CASH FLOWS | |||||||||||||
(in thousands) | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net cash used in operating activities | $ | (240 | ) | $ | (5,796 | ) | $ | (6,699 | ) | ||||
Cash flows from investing activities | |||||||||||||
Investments in affiliates | (901,329 | ) | 139,494 | (968,962 | ) | ||||||||
Net cash provided by (used in) investing activities | (901,329 | ) | 139,494 | (968,962 | ) | ||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from issuance of long-term debt | 1,000,000 | — | — | ||||||||||
Proceeds from sale of common stock, net | — | 3,628 | 1,200,705 | ||||||||||
Payments related to tax withholdings for share-based compensation | (112,324 | ) | (140,711 | ) | (20,414 | ) | |||||||
Repayments of long-term debt | — | — | (204,630 | ) | |||||||||
Excess tax benefit from share-based compensation | 3,605 | 3,385 | — | ||||||||||
Proceeds from exercise of stock options | 10,806 | — | — | ||||||||||
Other | (518 | ) | — | — | |||||||||
Net cash provided by (used in) financing activities | 901,569 | (133,698 | ) | 975,661 | |||||||||
Net decrease in cash and cash equivalents | — | — | — | ||||||||||
Cash and cash equivalents—beginning of period | — | — | — | ||||||||||
Cash and cash equivalents—end of period | $ | — | $ | — | $ | — | |||||||
The accompanying notes are an integral part of these condensed financial statements. | |||||||||||||
CHENIERE ENERGY, INC. | |||||||||||||
NOTES TO CONDENSED FINANCIAL STATEMENTS | |||||||||||||
NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
The condensed financial statements represent the financial information required by Securities and Exchange Commission Regulation S-X 5-04 for Cheniere Energy, Inc. (“Cheniere”). | |||||||||||||
In the condensed financial statements, Cheniere’s investments in affiliates are presented under the equity method of accounting. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are recorded in the balance sheets. The loss from operations of the affiliates is reported on a net basis as investment in affiliates (investment in and equity in net losses of affiliates). | |||||||||||||
A substantial amount of Cheniere’s operating, investing and financing activities are conducted by its affiliates. The condensed financial statements should be read in conjunction with Cheniere’s Consolidated Financial Statements. | |||||||||||||
NOTE 2—DEBT | |||||||||||||
As of December 31, 2014 and 2013, our debt consisted of the following (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Note—Affiliate | $ | 134,444 | $ | 125,307 | |||||||||
Note—Affiliate | |||||||||||||
In May 2007, we entered into a $391.7 million long-term note (“Note—Affiliate”) with Cheniere Subsidiary Holdings, LLC (“Cheniere Subsidiary”), a wholly owned subsidiary of Cheniere. Cheniere Subsidiary received the $391.7 million net proceeds from a $400.0 million credit agreement entered into in May 2007. Borrowings under the Note—Affiliate bear interest equal to the terms of Cheniere Subsidiary’s credit agreement at a fixed rate of 9¾% per annum. Interest is calculated on the unpaid principal amount of the Note—Affiliate outstanding and is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. In August 2008, the Note—Affiliate was replaced with a global intercompany note entered into by all Cheniere subsidiaries that were parties to the $250.0 million credit agreement entered into in August 2008. Each subsidiary is both a maker and a payee under the global intercompany note, and balances between subsidiaries are as recorded on Cheniere’s books and records. The $391.7 million of proceeds from the Note—Affiliate were used for general corporate purposes, including our repurchase, completed during 2007, of approximately 9 million shares of our outstanding common stock pursuant to the exercise of the call options acquired in the issuer call spread purchased by us in connection with the issuance of the $325.0 million convertible senior unsecured notes due August 2012. In January 2012, we decreased a portion of the Note—Affiliate principal balance with offsetting intercompany receivables that resulted in a new principal balance of $93.7 million. | |||||||||||||
NOTE 3—GUARANTEES | |||||||||||||
Guarantees on Behalf of Cheniere Marketing, LLC | |||||||||||||
Many of Cheniere Marketing, LLC’s natural gas purchase, sale, transportation and shipping agreements have been guaranteed by Cheniere. As of December 31, 2014, these guaranteed contracts have zero amount of exposure to the potential of future payments and there was zero carrying amount of liability related to these guaranteed contracts. | |||||||||||||
Guarantee on behalf of Sabine Pass Tug Services, LLC | |||||||||||||
Sabine Pass Tug Services, LLC (“Tug Services”), a wholly owned subsidiary of Cheniere Energy Partners, L.P., entered into a Marine Services Agreement (“Tug Agreement”) for three tugs with Alpha Marine Services, LLC. The initial term of the Tug Agreement ends on the tenth anniversary of the service date, with Tug Services having the option for two additional extension terms of five years each. This contract has been guaranteed by Cheniere for up to $5.0 million. | |||||||||||||
NOTE 4 —SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Non-cash capital contributions (1) | $ | (560,583 | ) | $ | (583,788 | ) | $ | (357,798 | ) | ||||
-1 | Amounts represent equity losses of affiliates and non-controlling interest not funded by Cheniere. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation, Policy | Basis of Presentation | |
Our Consolidated Financial Statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of Cheniere Energy, Inc. and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Consolidated Financial Statements include the accounts of Cheniere and entities in which it holds a controlling interest. As a result, the Consolidated Financial Statements include the accounts of Cheniere Holdings and Cheniere Partners and its wholly owned subsidiaries. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for the Company’s proportionate share of earnings, losses and distributions. Other investments are carried at original cost. Investments accounted for using the equity method and cost method are reported as a component of other assets. | ||
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. | ||
Use of Estimates, Policy | Use of Estimates | |
The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, goodwill, collectability of accounts receivable, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. | ||
Fair Value, Policy | Fair Value | |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. | ||
In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. | ||
Recurring fair-value measurements are performed for commodity derivatives and interest rate derivatives as disclosed in Note 5—Derivative Instruments. The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 9—Long-Term Debt, are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments. Non-financial assets and liabilities initially measured at fair value include certain assets and liabilities acquired in a business combination, intangible assets, goodwill and AROs. | ||
Revenue Recognition, Policy | Revenue Recognition | |
LNG regasification capacity reservation fees are recognized as revenue over the term of the respective TUAs. Advance capacity reservation fees are initially deferred and amortized over a 10-year period as a reduction of a customer’s regasification capacity reservation fees payable under its TUA. Under each of these TUAs, Sabine Pass LNG is entitled to retain 2% of LNG delivered for each customer’s account at the Sabine Pass LNG terminal, which is recognized as revenues as Sabine Pass LNG performs the services set forth in each customer’s TUA. | ||
LNG and Natural Gas Marketing, Policy | LNG and Natural Gas Marketing | |
We have determined that our LNG and natural gas marketing business activities are energy trading and risk management activities for trading purposes and have elected to present these activities on a net basis on our Consolidated Statements of Operations. Marketing and trading revenues represent the margin earned on the purchase and transportation of LNG purchases and subsequent sales of natural gas to third parties. These energy trading and risk management activities include, but are not limited to: purchase of LNG and natural gas, transportation contracts and derivatives. Below is a brief description of our accounting treatment of each type of energy trading and risk management activity and how we account for each: | ||
Purchase of LNG and natural gas | ||
The purchase value of LNG or natural gas inventory is recorded as an asset on our Consolidated Balance Sheets at the cost to acquire the product. Our inventory is subject to lower of cost or market adjustment each quarter. Recoveries of losses resulting from interim period lower of cost or market adjustments are made due to market price recoveries on the same inventory in the same fiscal year and are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. Any adjustment to our inventory is recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. | ||
Transportation contracts | ||
We enter into transportation contracts with respect to the transport of LNG or natural gas to a specific location for storage or sale. Transportation costs that are incurred during the purchase of LNG or natural gas are capitalized as part of the acquisition costs of the product. Transportation costs incurred to sell LNG or natural gas are recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. | ||
LNG Inventory Derivatives | ||
We use derivative instruments to hedge cash flows attributable to the future sale of LNG inventory. Gains and losses in positions to hedge the cash flows attributable to the future sale of LNG inventory are classified as marketing and trading revenues on our Consolidated Statements of Operations. | ||
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents | |
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||
Restricted Cash and Cash Equivalents, Policy | 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. | ||
Amounts that are designated as restricted cash and cash equivalents are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. For these amounts, we have presented increases and decreases as “Investments in (uses of) restricted cash and cash equivalents” in our Consolidated Statements of Cash Flows. These amounts that represent non-cash transactions within our Consolidated Statements of Cash Flows present the effect of sources and uses of restricted cash and cash equivalents as they relate to the changes to assets and liabilities in our Consolidated Balance Sheets. Restricted cash and cash equivalents are presented on a gross basis within each of those categories so as to reconcile the change in non-cash activity that occurs on the balance sheet from period to period. | ||
LNG Inventory, Policy | LNG Inventory | |
LNG inventory is recorded at cost and is subject to lower of cost or market (“LCM”) adjustments at the end of each period. LNG inventory cost is determined using the average cost method. Our LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal that are recorded in operating and maintenance expense on our Consolidated Statements of Operations. Recoveries of losses resulting from interim period LCM adjustments are recorded when market price recoveries occur on the same inventory in the same fiscal year. These recoveries are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. During the years ended December 31, 2014, 2013 and 2012, we recognized $24.5 million, $26.9 million and $20.4 million, respectively, as operating and maintenance expense as a result of LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal. | ||
Accounting For LNG Activities, Policy | Accounting for LNG Activities | |
Generally, we begin capitalizing the costs of our LNG terminals and related pipelines once the individual project meets the following criteria: (i) regulatory approval has been received, (ii) financing for the project is available and (iii) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminals and related pipelines. | ||
Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as intangible LNG assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. | ||
We capitalize interest and other related debt costs during the construction period of our LNG terminal. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. | ||
Property, Plant and Equipment, Policy | Property, Plant and Equipment | |
Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. | ||
Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. In performing this test, an undiscounted cash flow analysis is performed at the lowest level for which identifiable cash flows are independent of cash flows from other assets. If the sum of the undiscounted future net cash flows is less than the net book value of the property, an impairment loss is recognized for the excess, if any, of the property’s net book value over its estimated fair value. We have recorded no impairments related to property, plant and equipment for 2014, 2013 or 2012. | ||
Regulated Natural Gas Pipelines, Policy | Regulated Natural Gas Pipelines | |
The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP, and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. | ||
Items that may influence our assessment are: | ||
• | inability to recover cost increases due to rate caps and rate case moratoriums; | |
• | inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; | |
• | excess capacity; | |
• | increased competition and discounting in the markets we serve; and | |
• | impacts of ongoing regulatory initiatives in the natural gas industry. | |
Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. | ||
Derivative Instruments, Policy | Derivative Instruments | |
We use derivative instruments to hedge our exposure to cash flow variability from commodity price and interest rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria and we elect the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. | ||
Changes in the fair value of our derivative instruments are recorded in current earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did not have any derivative instruments designated as cash flow hedges as of December 31, 2014 and 2013. | ||
From time to time, we have elected cash flow hedge accounting for derivatives that we use to hedge the exposure to volatility in floating-rate interest payments. Changes in fair value of derivative instruments designated as cash flow hedges, to the extent the hedge is effective, are recognized in accumulated other comprehensive loss on our Consolidated Balance Sheets. We reclassify gains and losses on the hedges from accumulated other comprehensive loss into interest expense in our Consolidated Statements of Operations as the hedged item is recognized. Any change in the fair value resulting from ineffectiveness is recognized immediately as derivative gain (loss) on our Consolidated Statements of Operations. We use regression analysis to determine whether we expect a derivative to be highly effective as a cash flow hedge, prior to electing hedge accounting and also to determine whether all derivatives designated as cash flow hedges have been effective. We perform these effectiveness tests prior to designation for all new hedges and on a quarterly basis for all existing hedges. We calculate the actual amount of ineffectiveness on our cash flow hedges using the “dollar offset” method, which compares changes in the expected cash flows of the hedged transaction to changes in the value of expected cash flows from the hedge. We discontinue hedge accounting when our effectiveness tests indicate that a derivative is no longer highly effective as a hedge; when the derivative expires or is sold, terminated or exercised; when the hedged item matures, is sold or repaid; or when we determine that the occurrence of the hedged forecasted transaction is not probable. When we discontinue hedge accounting but continue to hold the derivative, prospective changes in fair value of the derivative instrument are recorded in income. Once we conclude that the hedged forecasted transaction becomes probable of not occurring, the amount remaining in accumulated other comprehensive loss pertaining to the previously designated derivatives is reclassified out of accumulated other comprehensive loss and into income. | ||
See Note 5—Derivative Instruments for additional details about our derivative instruments. | ||
Concentration of Credit Risk, Policy | Concentration of Credit Risk | |
Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. | ||
The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded as an other current asset and not netted within the derivative fair value. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. | ||
Sabine Pass LNG has entered into certain long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal. Sabine Pass LNG is dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective TUAs. Sabine Pass LNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of AA. | ||
Sabine Pass Liquefaction has entered into six fixed price 20-year SPAs with six unaffiliated third parties. Corpus Christi Liquefaction has entered into nine fixed price 20-year SPAs with seven unaffiliated third parties. Sabine Pass Liquefaction and Corpus Christi Liquefaction are dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective SPAs. | ||
Goodwill, Policy | Goodwill | |
Goodwill represents the excess of cost over fair value of the assets of businesses acquired. The goodwill on our Consolidated Balance Sheets as of December 31, 2014 and 2013 is associated with our LNG terminal reporting unit. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the chief operating decision maker for purposes of resource allocation and performance assessment, and had discrete financial information. | ||
Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. During the fourth quarters of 2014 and 2013, we performed a qualitative assessment of goodwill in accordance with FASB guidance, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we fail the qualitative test, then we must compare our estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded, as necessary. The second step compares the implied fair value of the reporting unit’s goodwill to the carrying value, if any, of that goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. | ||
We completed our annual assessment of goodwill impairment during the fourth quarters of 2014 and 2013, and the tests indicated no impairment. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our LNG terminal reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events. | ||
Long-Term Debt, Policy | Long-Term Debt | |
Our debt consists of long-term secured debt securities, convertible debt securities, and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. | ||
Debt is recorded on our balance sheet at par value adjusted for unamortized discount or premium. Discounts, premiums, and costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. | ||
Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. These costs are recorded as debt issuance costs on our Consolidated Balance Sheets and are being amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. | ||
Asset Retirement Obligations, Policy | Asset Retirement Obligations | |
We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our recognition of AROs is described below. | ||
Currently, the Sabine Pass LNG terminal is our only constructed and operating LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is zero. Therefore, we have not recorded an ARO associated with the Sabine Pass LNG terminal. | ||
Currently, the Creole Trail Pipeline is our only constructed and operating natural gas pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline have no stipulated termination dates. Therefore, we have concluded that due to advanced technology associated with current natural gas pipelines and our intent to operate the Creole Trail Pipeline as long as supply and demand for natural gas exists in the United States, we have not recorded an ARO associated with the Creole Trail Pipeline. | ||
Stock-Based Compensation, Policy | Share-based Compensation | |
We have awarded share-based compensation in the form of stock, restricted stock, stock options and phantom units that are more fully described in Note 11—Share-Based Compensation. A summary of our accounting policy for share-based awards follows. | ||
We recognize share-based compensation at fair value on the date of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock to employees and non-employee directors and stock options), compensation cost is recognized based on the grant-date fair value using the quoted market price of Cheniere’s common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service and market conditions and using the accelerated recognition method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability-classified share-based compensation awards (which include restricted stock to non-employees and phantom units), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the Company’s stock price. | ||
Non-controlling Interests | Non-controlling Interests | |
When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues, and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are recognized within equity. See Note 7—Non-controlling Interests for additional details about our non-controlling interest. | ||
Income Taxes, Policy | Income Taxes | |
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. A valuation allowance equal to our federal and state net deferred tax asset balance has been established due to the uncertainty of realizing the tax benefits related to our federal and state net deferred tax assets. | ||
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. | ||
Net Loss Per Share, Policy | Net Loss Per Share | |
Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) 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 and were dilutive. Basic and diluted EPS for all periods presented are the same since the effect of our options and unvested stock is anti-dilutive to our net loss per share. Stock options and unvested stock representing securities that could potentially dilute basic EPS in the future that were not included in the diluted computation because they would have been anti-dilutive for the years 2014, 2013 and 2012, were 10.4 million shares, 14.1 million shares and 4.4 million shares, respectively. In addition, 14.3 million shares issuable upon conversion of the 2021 Convertible Unsecured Notes, as described in Note 9—Long-Term Debt, were not included in the computation of diluted net loss per share for 2014 because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. |
Schedule_ICondensed_Financial_1
Schedule I—Condensed Financial Information of Registrant (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | ||
Our Consolidated Financial Statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of Cheniere Energy, Inc. and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Consolidated Financial Statements include the accounts of Cheniere and entities in which it holds a controlling interest. As a result, the Consolidated Financial Statements include the accounts of Cheniere Holdings and Cheniere Partners and its wholly owned subsidiaries. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for the Company’s proportionate share of earnings, losses and distributions. Other investments are carried at original cost. Investments accounted for using the equity method and cost method are reported as a component of other assets. | ||
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. | ||
Use of Estimates | ||
The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, goodwill, collectability of accounts receivable, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. | ||
Fair Value | ||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. | ||
In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. | ||
Recurring fair-value measurements are performed for commodity derivatives and interest rate derivatives as disclosed in Note 5—Derivative Instruments. The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 9—Long-Term Debt, are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments. Non-financial assets and liabilities initially measured at fair value include certain assets and liabilities acquired in a business combination, intangible assets, goodwill and AROs. | ||
Revenue Recognition | ||
LNG regasification capacity reservation fees are recognized as revenue over the term of the respective TUAs. Advance capacity reservation fees are initially deferred and amortized over a 10-year period as a reduction of a customer’s regasification capacity reservation fees payable under its TUA. Under each of these TUAs, Sabine Pass LNG is entitled to retain 2% of LNG delivered for each customer’s account at the Sabine Pass LNG terminal, which is recognized as revenues as Sabine Pass LNG performs the services set forth in each customer’s TUA. | ||
LNG and Natural Gas Marketing | ||
We have determined that our LNG and natural gas marketing business activities are energy trading and risk management activities for trading purposes and have elected to present these activities on a net basis on our Consolidated Statements of Operations. Marketing and trading revenues represent the margin earned on the purchase and transportation of LNG purchases and subsequent sales of natural gas to third parties. These energy trading and risk management activities include, but are not limited to: purchase of LNG and natural gas, transportation contracts and derivatives. Below is a brief description of our accounting treatment of each type of energy trading and risk management activity and how we account for each: | ||
Purchase of LNG and natural gas | ||
The purchase value of LNG or natural gas inventory is recorded as an asset on our Consolidated Balance Sheets at the cost to acquire the product. Our inventory is subject to lower of cost or market adjustment each quarter. Recoveries of losses resulting from interim period lower of cost or market adjustments are made due to market price recoveries on the same inventory in the same fiscal year and are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. Any adjustment to our inventory is recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. | ||
Transportation contracts | ||
We enter into transportation contracts with respect to the transport of LNG or natural gas to a specific location for storage or sale. Transportation costs that are incurred during the purchase of LNG or natural gas are capitalized as part of the acquisition costs of the product. Transportation costs incurred to sell LNG or natural gas are recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. | ||
LNG Inventory Derivatives | ||
We use derivative instruments to hedge cash flows attributable to the future sale of LNG inventory. Gains and losses in positions to hedge the cash flows attributable to the future sale of LNG inventory are classified as marketing and trading revenues on our Consolidated Statements of Operations. | ||
Cash and Cash Equivalents | ||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||
Restricted Cash 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. | ||
Amounts that are designated as restricted cash and cash equivalents are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. For these amounts, we have presented increases and decreases as “Investments in (uses of) restricted cash and cash equivalents” in our Consolidated Statements of Cash Flows. These amounts that represent non-cash transactions within our Consolidated Statements of Cash Flows present the effect of sources and uses of restricted cash and cash equivalents as they relate to the changes to assets and liabilities in our Consolidated Balance Sheets. Restricted cash and cash equivalents are presented on a gross basis within each of those categories so as to reconcile the change in non-cash activity that occurs on the balance sheet from period to period. | ||
LNG Inventory | ||
LNG inventory is recorded at cost and is subject to lower of cost or market (“LCM”) adjustments at the end of each period. LNG inventory cost is determined using the average cost method. Our LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal that are recorded in operating and maintenance expense on our Consolidated Statements of Operations. Recoveries of losses resulting from interim period LCM adjustments are recorded when market price recoveries occur on the same inventory in the same fiscal year. These recoveries are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. During the years ended December 31, 2014, 2013 and 2012, we recognized $24.5 million, $26.9 million and $20.4 million, respectively, as operating and maintenance expense as a result of LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal. | ||
Accounting for LNG Activities | ||
Generally, we begin capitalizing the costs of our LNG terminals and related pipelines once the individual project meets the following criteria: (i) regulatory approval has been received, (ii) financing for the project is available and (iii) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminals and related pipelines. | ||
Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as intangible LNG assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. | ||
We capitalize interest and other related debt costs during the construction period of our LNG terminal. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. | ||
Property, Plant and Equipment | ||
Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. | ||
Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. In performing this test, an undiscounted cash flow analysis is performed at the lowest level for which identifiable cash flows are independent of cash flows from other assets. If the sum of the undiscounted future net cash flows is less than the net book value of the property, an impairment loss is recognized for the excess, if any, of the property’s net book value over its estimated fair value. We have recorded no impairments related to property, plant and equipment for 2014, 2013 or 2012. | ||
Regulated Natural Gas Pipelines | ||
The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP, and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. | ||
Items that may influence our assessment are: | ||
• | inability to recover cost increases due to rate caps and rate case moratoriums; | |
• | inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; | |
• | excess capacity; | |
• | increased competition and discounting in the markets we serve; and | |
• | impacts of ongoing regulatory initiatives in the natural gas industry. | |
Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. | ||
Derivative Instruments | ||
We use derivative instruments to hedge our exposure to cash flow variability from commodity price and interest rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria and we elect the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. | ||
Changes in the fair value of our derivative instruments are recorded in current earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did not have any derivative instruments designated as cash flow hedges as of December 31, 2014 and 2013. | ||
From time to time, we have elected cash flow hedge accounting for derivatives that we use to hedge the exposure to volatility in floating-rate interest payments. Changes in fair value of derivative instruments designated as cash flow hedges, to the extent the hedge is effective, are recognized in accumulated other comprehensive loss on our Consolidated Balance Sheets. We reclassify gains and losses on the hedges from accumulated other comprehensive loss into interest expense in our Consolidated Statements of Operations as the hedged item is recognized. Any change in the fair value resulting from ineffectiveness is recognized immediately as derivative gain (loss) on our Consolidated Statements of Operations. We use regression analysis to determine whether we expect a derivative to be highly effective as a cash flow hedge, prior to electing hedge accounting and also to determine whether all derivatives designated as cash flow hedges have been effective. We perform these effectiveness tests prior to designation for all new hedges and on a quarterly basis for all existing hedges. We calculate the actual amount of ineffectiveness on our cash flow hedges using the “dollar offset” method, which compares changes in the expected cash flows of the hedged transaction to changes in the value of expected cash flows from the hedge. We discontinue hedge accounting when our effectiveness tests indicate that a derivative is no longer highly effective as a hedge; when the derivative expires or is sold, terminated or exercised; when the hedged item matures, is sold or repaid; or when we determine that the occurrence of the hedged forecasted transaction is not probable. When we discontinue hedge accounting but continue to hold the derivative, prospective changes in fair value of the derivative instrument are recorded in income. Once we conclude that the hedged forecasted transaction becomes probable of not occurring, the amount remaining in accumulated other comprehensive loss pertaining to the previously designated derivatives is reclassified out of accumulated other comprehensive loss and into income. | ||
See Note 5—Derivative Instruments for additional details about our derivative instruments. | ||
Concentration of Credit Risk | ||
Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. | ||
The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded as an other current asset and not netted within the derivative fair value. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. | ||
Sabine Pass LNG has entered into certain long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal. Sabine Pass LNG is dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective TUAs. Sabine Pass LNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of AA. | ||
Sabine Pass Liquefaction has entered into six fixed price 20-year SPAs with six unaffiliated third parties. Corpus Christi Liquefaction has entered into nine fixed price 20-year SPAs with seven unaffiliated third parties. Sabine Pass Liquefaction and Corpus Christi Liquefaction are dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective SPAs. | ||
Goodwill | ||
Goodwill represents the excess of cost over fair value of the assets of businesses acquired. The goodwill on our Consolidated Balance Sheets as of December 31, 2014 and 2013 is associated with our LNG terminal reporting unit. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the chief operating decision maker for purposes of resource allocation and performance assessment, and had discrete financial information. | ||
Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. During the fourth quarters of 2014 and 2013, we performed a qualitative assessment of goodwill in accordance with FASB guidance, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we fail the qualitative test, then we must compare our estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded, as necessary. The second step compares the implied fair value of the reporting unit’s goodwill to the carrying value, if any, of that goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. | ||
We completed our annual assessment of goodwill impairment during the fourth quarters of 2014 and 2013, and the tests indicated no impairment. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our LNG terminal reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events. | ||
Long-Term Debt | ||
Our debt consists of long-term secured debt securities, convertible debt securities, and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. | ||
Debt is recorded on our balance sheet at par value adjusted for unamortized discount or premium. Discounts, premiums, and costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. | ||
Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. These costs are recorded as debt issuance costs on our Consolidated Balance Sheets and are being amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. | ||
Asset Retirement Obligations | ||
We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our recognition of AROs is described below. | ||
Currently, the Sabine Pass LNG terminal is our only constructed and operating LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is zero. Therefore, we have not recorded an ARO associated with the Sabine Pass LNG terminal. | ||
Currently, the Creole Trail Pipeline is our only constructed and operating natural gas pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline have no stipulated termination dates. Therefore, we have concluded that due to advanced technology associated with current natural gas pipelines and our intent to operate the Creole Trail Pipeline as long as supply and demand for natural gas exists in the United States, we have not recorded an ARO associated with the Creole Trail Pipeline. | ||
Share-based Compensation | ||
We have awarded share-based compensation in the form of stock, restricted stock, stock options and phantom units that are more fully described in Note 11—Share-Based Compensation. A summary of our accounting policy for share-based awards follows. | ||
We recognize share-based compensation at fair value on the date of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock to employees and non-employee directors and stock options), compensation cost is recognized based on the grant-date fair value using the quoted market price of Cheniere’s common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service and market conditions and using the accelerated recognition method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability-classified share-based compensation awards (which include restricted stock to non-employees and phantom units), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the Company’s stock price. | ||
Non-controlling Interests | ||
When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues, and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are recognized within equity. See Note 7—Non-controlling Interests for additional details about our non-controlling interest. | ||
Income Taxes | ||
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. A valuation allowance equal to our federal and state net deferred tax asset balance has been established due to the uncertainty of realizing the tax benefits related to our federal and state net deferred tax assets. | ||
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. | ||
Net Loss Per Share | ||
Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) 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 and were dilutive. Basic and diluted EPS for all periods presented are the same since the effect of our options and unvested stock is anti-dilutive to our net loss per share. Stock options and unvested stock representing securities that could potentially dilute basic EPS in the future that were not included in the diluted computation because they would have been anti-dilutive for the years 2014, 2013 and 2012, were 10.4 million shares, 14.1 million shares and 4.4 million shares, respectively. In addition, 14.3 million shares issuable upon conversion of the 2021 Convertible Unsecured Notes, as described in Note 9—Long-Term Debt, were not included in the computation of diluted net loss per share for 2014 because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. | ||
Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The condensed financial statements represent the financial information required by Securities and Exchange Commission Regulation S-X 5-04 for Cheniere Energy, Inc. (“Cheniere”). | ||
In the condensed financial statements, Cheniere’s investments in affiliates are presented under the equity method of accounting. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are recorded in the balance sheets. The loss from operations of the affiliates is reported on a net basis as investment in affiliates (investment in and equity in net losses of affiliates). |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 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): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
LNG terminal costs | ||||||||
LNG terminal | $ | 2,269,429 | $ | 2,234,796 | ||||
LNG terminal construction-in-process | 7,155,046 | 4,489,668 | ||||||
LNG site and related costs, net | 9,395 | 6,511 | ||||||
Accumulated depreciation | (350,497 | ) | (292,434 | ) | ||||
Total LNG terminal costs, net | 9,083,373 | 6,438,541 | ||||||
Fixed assets and other | ||||||||
Computer and office equipment | 5,111 | 8,115 | ||||||
Furniture and fixtures | 5,531 | 4,319 | ||||||
Computer software | 46,882 | 13,504 | ||||||
Leasehold improvements | 43,622 | 7,303 | ||||||
Land and other | 92,403 | 15,388 | ||||||
Accumulated depreciation | (30,169 | ) | (32,771 | ) | ||||
Total fixed assets and other, net | 163,380 | 15,858 | ||||||
Property, plant and equipment, net | $ | 9,246,753 | $ | 6,454,399 | ||||
Property, Plant and Equipment Estimated Useful Lives Table | The Sabine Pass LNG terminal is depreciated using the straight-line depreciation method applied to groups of LNG terminal assets with varying useful lives. The identifiable components of the Sabine Pass LNG terminal with similar estimated useful lives have a depreciable range between 15 and 50 years, as follows: | |||||||
Components | Useful life (yrs) | |||||||
LNG storage tanks | 50 | |||||||
Natural gas pipeline facilities | 40 | |||||||
Marine berth, electrical, facility and roads | 35 | |||||||
Regasification processing equipment (recondensers, vaporization and vents) | 30 | |||||||
Sendout pumps | 20 | |||||||
Other | 15-30 |
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 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 December 31, 2014 and 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 | ||||||||||||||||||||||||||||||||
31-Dec-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) | $ | — | $ | 1,140 | $ | — | $ | 1,140 | $ | — | $ | (171 | ) | $ | — | $ | (171 | ) | ||||||||||||||
Fuel Derivatives asset (liability) | — | (921 | ) | — | (921 | ) | — | 126 | — | 126 | ||||||||||||||||||||||
Term Gas Supply Derivatives asset | — | — | 342 | 342 | — | — | — | — | ||||||||||||||||||||||||
Interest Rate Derivatives asset (liability) | — | (12,036 | ) | — | (12,036 | ) | — | 84,639 | — | 84,639 | ||||||||||||||||||||||
Fair Value Measurements, Sensitivity to Changes in Significant Unobservable Inputs for Level 3 | The following table (in thousands, except natural gas basis spread) includes quantitative information for the unobservable inputs as of December 31, 2014: | |||||||||||||||||||||||||||||||
Net Fair Value Asset | Valuation Technique | Significant Unobservable Input | Significant Unobservable Inputs Range | |||||||||||||||||||||||||||||
Term Gas Supply Derivatives | $342 | Basis Spread plus Liquid Location | Basis Spread | $ (0.350) - $0.035 | ||||||||||||||||||||||||||||
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our Commodity Derivatives on our Consolidated Balance Sheets: | |||||||||||||||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||||||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||
LNG Inventory Derivatives asset (liability) | Prepaid expenses and other | $ | 1,140 | $ | (171 | ) | ||||||||||||||||||||||||||
Fuel Derivatives asset (liability) | Prepaid expenses and other | (921 | ) | 126 | ||||||||||||||||||||||||||||
Term Gas Supply Derivatives asset | Prepaid expenses and other | 76 | — | |||||||||||||||||||||||||||||
Term Gas Supply Derivatives asset | Non-current derivative assets | 586 | — | |||||||||||||||||||||||||||||
Term Gas Supply Derivatives liability | Other current liabilities | (53 | ) | — | ||||||||||||||||||||||||||||
Term Gas Supply Derivatives liability | Other non-current liabilities | (267 | ) | — | ||||||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||
Income Statement Location | 2014 | 2013 | 2012 | |||||||||||||||||||||||||||||
LNG Inventory Derivatives gain (loss) | Marketing and trading revenues (losses) | $ | (346 | ) | $ | (449 | ) | $ | 995 | |||||||||||||||||||||||
Fuel Derivatives gain (loss) | Marketing and trading revenues (losses) | (952 | ) | 99 | — | |||||||||||||||||||||||||||
LNG Inventory Derivatives gain | Derivative gain (loss), net | 1,108 | 476 | — | ||||||||||||||||||||||||||||
Fuel Derivatives gain (loss) | Derivative gain (loss), net | 281 | 182 | (622 | ) | |||||||||||||||||||||||||||
Term Gas Supply Derivatives gain (1) | Operating and maintenance expense | 342 | — | — | ||||||||||||||||||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | At December 31, 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 years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||||||||
Gain (Loss) in OCI | Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) | Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | ||||||||||||||||||||||||||||||
31-Dec-12 | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | $ | (21,290 | ) | $ | — | $ | — | |||||||||||||||||||||||||
Interest Rate Derivatives - De-designated | (5,814 | ) | — | — | ||||||||||||||||||||||||||||
Interest Rate Derivatives - Settlements | (136 | ) | — | — | ||||||||||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | 21,297 | — | 5,807 | |||||||||||||||||||||||||||||
Interest Rate Derivatives - De-designated | — | — | — | |||||||||||||||||||||||||||||
Interest Rate Derivatives - Settlements | (30 | ) | — | 166 | ||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Interest Rate Derivatives - Designated | — | — | — | |||||||||||||||||||||||||||||
Interest Rate Derivatives - De-designated | — | — | — | |||||||||||||||||||||||||||||
Interest Rate Derivatives - Settlements | — | — | — | |||||||||||||||||||||||||||||
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 December 31, 2014: | ||||||||||||||||||||||||||||||||
LNG Inventory Derivatives | $ | 1,140 | $ | 1,056 | $ | 84 | $ | — | $ | — | $ | 84 | ||||||||||||||||||||
Fuel Derivatives | (921 | ) | (921 | ) | — | — | — | — | ||||||||||||||||||||||||
Term Gas Supply Derivatives | 662 | — | 662 | — | — | 662 | ||||||||||||||||||||||||||
Term Gas Supply Derivatives | (320 | ) | — | (320 | ) | — | — | (320 | ) | |||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | 11,158 | — | 11,158 | — | — | 11,158 | ||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | (23,194 | ) | — | (23,194 | ) | — | — | (23,194 | ) | |||||||||||||||||||||||
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 | ) | |||||||||||||||||||||||
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 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Non-current derivative assets | $ | 11,158 | $ | 98,123 | |||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | Other current liabilities | (23,194 | ) | (13,484 | ) | |||||||||||||||||||||||||||
Interest Rate Contract [Member] | Gain (Loss) on Derivative Instruments [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 years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Interest Rate Derivatives - Not Designated | $ | (119,401 | ) | $ | 88,596 | $ | 679 | |||||||||||||||||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Schedule of Accrued Liabilities | As of December 31, 2014 and 2013, accrued liabilities consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Interest expense and related debt fees | $ | 112,858 | $ | 80,151 | |||||
Payroll | 6,425 | 7,410 | |||||||
LNG liquefaction costs | 22,014 | 83,651 | |||||||
LNG terminal costs | 1,077 | 1,612 | |||||||
Other accrued liabilities | 26,755 | 13,728 | |||||||
Total accrued liabilities | $ | 169,129 | $ | 186,552 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Schedule of Long-term Debt Instruments | As of December 31, 2014 and 2013, our long-term debt consisted of the following (in thousands): | ||||||||||||||||||||
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 | |||||||||||||||||||
2021 Convertible Unsecured Notes | 1,004,469 | — | |||||||||||||||||||
2017 CTPL Term Loan | 400,000 | 400,000 | |||||||||||||||||||
Total long-term debt | 9,989,969 | 6,585,500 | |||||||||||||||||||
Long-term debt premium (discount) | |||||||||||||||||||||
2016 Sabine Pass LNG Senior Notes | (8,998 | ) | (13,693 | ) | |||||||||||||||||
2021 Sabine Pass Liquefaction Senior Notes | 10,177 | 11,562 | |||||||||||||||||||
2023 Sabine Pass Liquefaction Senior Notes | 7,088 | — | |||||||||||||||||||
2021 Convertible Unsecured Notes | (189,717 | ) | — | ||||||||||||||||||
2017 CTPL Term Loan | (2,435 | ) | (7,096 | ) | |||||||||||||||||
Total long-term debt, net | $ | 9,806,084 | $ | 6,576,273 | |||||||||||||||||
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2014 (in thousands): | ||||||||||||||||||||
Payments Due for the Years Ended December 31, | |||||||||||||||||||||
Total | 2015 | 2016 to 2017 | 2018 to 2019 | Thereafter | |||||||||||||||||
Debt: | |||||||||||||||||||||
2016 Notes | $ | 1,665,500 | $ | — | $ | 1,665,500 | $ | — | $ | — | |||||||||||
2020 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 | — | — | — | 1,500,000 | ||||||||||||||||
2024 Sabine Pass Liquefaction Senior Notes | 2,000,000 | — | — | — | 2,000,000 | ||||||||||||||||
2021 Convertible Unsecured Notes | 1,004,469 | — | — | — | 1,004,469 | ||||||||||||||||
2017 CTPL Term Loan | 400,000 | — | 400,000 | — | — | ||||||||||||||||
Total Debt | $ | 9,989,969 | $ | — | $ | 2,065,500 | $ | — | $ | 7,924,469 | |||||||||||
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 long-term debt: | ||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||
2016 Sabine Pass LNG Senior Notes, net of discount (1) | $ | 1,656,502 | $ | 1,718,621 | $ | 1,651,807 | $ | 1,868,607 | |||||||||||||
2020 Sabine Pass LNG Senior Notes (1) | 420,000 | 428,400 | 420,000 | 432,600 | |||||||||||||||||
2021 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 2,010,177 | 1,985,050 | 2,011,562 | 1,961,273 | |||||||||||||||||
2022 Sabine Pass Liquefaction Senior Notes (1) | 1,000,000 | 1,020,000 | 1,000,000 | 982,500 | |||||||||||||||||
2023 Sabine Pass Liquefaction Senior Notes, net of premium (1) | 1,507,089 | 1,476,947 | 1,000,000 | 935,000 | |||||||||||||||||
2024 Sabine Pass Liquefaction Senior Notes (1) | 2,000,000 | 1,970,000 | — | — | |||||||||||||||||
2013 Liquefaction Credit Facilities (2) | — | — | 100,000 | 100,000 | |||||||||||||||||
2021 Convertible Unsecured Notes (3) | 814,751 | 1,025,563 | — | — | |||||||||||||||||
2017 CTPL Term Loan, net of discount (4) | 397,565 | 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 December 31, 2014 and 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 was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. | ||||||||||||||||||||
-4 | 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. | ||||||||||||||||||||
2021 Convertible Unsecured Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Schedule of Interest Expense Related to Convertible Notes | Interest expense, before capitalization, related to the 2021 Convertible Unsecured Notes consisted of the following (in thousands): | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
PIK interest per contractual rate | $ | 4,469 | $ | — | $ | — | |||||||||||||||
Amortization of debt discount | 2,328 | — | — | ||||||||||||||||||
Amortization of debt issuance costs | 4 | — | — | ||||||||||||||||||
Total interest expense related to 2021 Convertible Unsecured Notes | $ | 6,801 | $ | — | $ | — | |||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | Income tax provision included in our reported net loss consisted of the following (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | — | — | — | ||||||||||
Foreign | 4,143 | 4,082 | 145 | ||||||||||
Total current | 4,143 | 4,082 | 145 | ||||||||||
Deferred: | |||||||||||||
Federal | — | — | — | ||||||||||
State | — | — | — | ||||||||||
Foreign | — | 258 | (141 | ) | |||||||||
Total deferred | — | 258 | (141 | ) | |||||||||
Total income tax provision | $ | 4,143 | $ | 4,340 | $ | 4 | |||||||
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
Non-controlling interest | (4.8 | )% | (3.3 | )% | (1.4 | )% | |||||||
State tax benefit | 4.3 | % | 4.5 | % | 2.7 | % | |||||||
Uncertain tax position | (12.5 | )% | — | % | — | % | |||||||
Net impact of non-U.S. taxes | (2.0 | )% | (0.8 | )% | — | % | |||||||
Valuation allowance | (19.8 | )% | (34.3 | )% | (33.2 | )% | |||||||
Other | (0.6 | )% | (1.9 | )% | (3.1 | )% | |||||||
Effective tax rate as reported | (0.4 | )% | (0.8 | )% | — | % | |||||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | |||||||||||||
Federal | $ | 637,919 | $ | 608,631 | |||||||||
State | 136,917 | 111,624 | |||||||||||
Book deferred gain | 77,182 | 77,182 | |||||||||||
Share-based compensation expense | 28,432 | 24,089 | |||||||||||
Property, plant and equipment | 29,483 | 27,260 | |||||||||||
Other | 15,464 | 3,931 | |||||||||||
Total deferred tax assets | $ | 925,397 | $ | 852,717 | |||||||||
Deferred tax liabilities | |||||||||||||
Investment in limited partnership | $ | (46,601 | ) | $ | (109,884 | ) | |||||||
Other | — | (142 | ) | ||||||||||
Total deferred tax liabilities | $ | (46,601 | ) | $ | (110,026 | ) | |||||||
Net deferred tax assets | 878,796 | 742,691 | |||||||||||
Less: net deferred tax asset valuation allowance | (878,796 | ) | (742,691 | ) | |||||||||
Total net deferred tax asset | $ | — | $ | — | |||||||||
Summary of Income Tax Contingencies | Changes in the balance of unrecognized tax benefits are as follows (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Balance at beginning of the year | $ | 19,484 | $ | 19,773 | |||||||||
Additions based on tax positions related to current year | 85,932 | — | |||||||||||
Additions for tax positions of prior years | — | 2,162 | |||||||||||
Reductions for tax positions of prior years | (925 | ) | (2,451 | ) | |||||||||
Settlements | — | — | |||||||||||
Balance at end of the year | $ | 104,491 | $ | 19,484 | |||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of Nonvested Share Activity | The table below provides a summary of the status of our restricted stock under the 2003 Plan and 2011 Plan as of December 31, 2014 (in thousands, except for per share information): | |||||||||||||
Non-Vested | Weighted | |||||||||||||
Shares | Average Grant | |||||||||||||
Date Fair Value | ||||||||||||||
Per Share | ||||||||||||||
Non-vested at January 1, 2014 | 15,081 | $ | 19.4 | |||||||||||
Granted | 550 | 60.09 | ||||||||||||
Vested | (4,428 | ) | 18.99 | |||||||||||
Forfeited | (726 | ) | 21.54 | |||||||||||
Non-vested at December 31, 2014 | 10,477 | $ | 21.56 | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The table below provides a summary of option activity under the 1997 Plan, 2003 Plan and 2011 Plan as of December 31, 2014: | |||||||||||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||
(in thousands) | (in years) | (in thousands) | ||||||||||||
Outstanding at January 1, 2014 | 480 | $ | 30.73 | 1.32 | $ | 5,947 | ||||||||
Granted | — | — | ||||||||||||
Exercised | (387 | ) | 29.5 | |||||||||||
Forfeited or Expired | — | — | ||||||||||||
Outstanding at December 31, 2014 | 93 | $ | 35.81 | 0.81 | $ | 3,224 | ||||||||
Exercisable at December 31, 2014 | 93 | $ | 35.81 | 0.81 | $ | 3,224 | ||||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Leases [Abstract] | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | Future annual minimum lease payments, excluding inflationary adjustments, are as follows (in thousands): | |||
Years Ending December 31, | Operating | |||
Leases (2) | ||||
2015 | $ | 35,912 | ||
2016 | 97,367 | |||
2017 | 109,500 | |||
2018 | 101,742 | |||
2019 | 101,109 | |||
Thereafter (1) | 296,813 | |||
Total | $ | 742,443 | ||
-1 | Includes certain lease option renewals as they are reasonably assured. | |||
-2 | Operating leases primarily relate to LNG vessel time charters, land site and tug leases. Lease payments for Sabine Pass LNG’s tug boat lease represent its lease payment obligation and do not take into account the payments Sabine Pass LNG will receive from third-party TUA customers that effectively offset $16.3 million, or two-thirds, of Sabine Pass LNG’s lease payment obligations, as discussed below. |
Business_Segment_Information_T
Business Segment Information (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 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 Year Ended December 31, 2014 | ||||||||||||||||
Revenues (losses) from external customers (2) | $ | 267,606 | $ | (1,285 | ) | $ | 1,633 | $ | 267,954 | |||||||
Intersegment revenues (losses) (3) (4) | (779 | ) | 41,908 | (41,129 | ) | — | ||||||||||
Depreciation expense | 58,883 | 271 | 5,104 | 64,258 | ||||||||||||
Loss from operations | (91,179 | ) | (12,993 | ) | (169,396 | ) | (273,568 | ) | ||||||||
Interest expense, net | (177,400 | ) | — | (3,836 | ) | (181,236 | ) | |||||||||
Loss before income taxes and non-controlling interest (5) | (480,366 | ) | (14,874 | ) | (192,494 | ) | (687,734 | ) | ||||||||
Share-based compensation | 14,129 | 6,027 | 90,073 | 110,229 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 10,580,612 | 567,460 | 1,425,611 | 12,573,683 | ||||||||||||
Expenditures for additions to long-lived assets | 2,684,045 | 1,888 | 161,882 | 2,847,815 | ||||||||||||
As of or for the Year Ended December 31, 2013 | ||||||||||||||||
Revenues from external customers (2) | $ | 265,409 | $ | 242 | $ | 1,562 | $ | 267,213 | ||||||||
Intersegment revenues (losses) (3) (4) | 2,983 | 45,049 | (48,032 | ) | — | |||||||||||
Depreciation expense | 58,099 | 941 | 2,169 | 61,209 | ||||||||||||
Loss from operations | (121,698 | ) | (47,966 | ) | (159,322 | ) | (328,986 | ) | ||||||||
Interest expense, net | (182,003 | ) | — | 3,603 | (178,400 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (350,734 | ) | (48,851 | ) | (154,838 | ) | (554,423 | ) | ||||||||
Share-based compensation | 29,805 | 46,293 | 207,783 | 283,881 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 8,663,795 | 62,327 | 947,115 | 9,673,237 | ||||||||||||
Expenditures for additions to long-lived assets | 3,222,454 | 39 | 9,778 | 3,232,271 | ||||||||||||
As of or for the Year Ended December 31, 2012 | ||||||||||||||||
Revenues (losses) from external customers (2) | $ | 265,900 | $ | (1,172 | ) | $ | 1,492 | $ | 266,220 | |||||||
Intersegment revenues (losses) (3) (4) | 8,137 | 5,354 | (13,491 | ) | — | |||||||||||
Depreciation expense | 62,547 | 2,067 | 1,793 | 66,407 | ||||||||||||
Income (loss) from operations | 5,176 | (35,988 | ) | (45,020 | ) | (75,832 | ) | |||||||||
Interest expense, net | (218,143 | ) | 12 | 17,320 | (200,811 | ) | ||||||||||
Loss before income taxes and non-controlling interest (5) | (255,000 | ) | (36,022 | ) | (54,615 | ) | (345,637 | ) | ||||||||
Share-based compensation | 7,539 | 11,485 | 42,023 | 61,047 | ||||||||||||
Goodwill | 76,819 | — | — | 76,819 | ||||||||||||
Total assets | 4,411,396 | 62,797 | 164,892 | 4,639,085 | ||||||||||||
Expenditures for additions to long-lived assets | 1,233,577 | (374 | ) | 1,512 | 1,234,715 | |||||||||||
-1 | Includes corporate activities, business development, 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. | |||||||||||||||
-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) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash paid during the year for interest, net of amounts capitalized and deferred | $ | 130,578 | $ | 120,908 | $ | 200,323 | |||||||
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | 129,842 | 154,517 | 99,751 | ||||||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | At December 31, 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 | |||||||
Contingent Interest Rate Derivatives [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | Cheniere Corpus Christi Holdings has the following Contingent Interest Rate Derivatives outstanding: | ||||||||||||
Initial Notional Amount | Maximum Notional Amount | Maturity | Weighted Average Fixed Interest Rate Paid | Variable Interest Rate Received | |||||||||
$20.1 million | $3.8 billion | 85 months | 2.48% | One-month LIBOR |
Quarterly_Financial_Data_unaud1
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | Quarterly Financial Data—(in thousands, except per share amounts) | ||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Year ended December 31, 2014: | |||||||||||||||||
Revenues | $ | 67,550 | $ | 67,645 | $ | 66,807 | $ | 65,952 | |||||||||
Loss from operations | (47,612 | ) | (62,135 | ) | (61,358 | ) | (102,463 | ) | |||||||||
Net loss | (122,345 | ) | (280,710 | ) | (104,800 | ) | (184,022 | ) | |||||||||
Net loss attributable to common stockholders | (97,810 | ) | (201,928 | ) | (89,581 | ) | (158,613 | ) | |||||||||
Net loss per share attributable to common stockholders—basic and diluted (1) | (0.44 | ) | (0.90 | ) | (0.40 | ) | (0.70 | ) | |||||||||
Year ended December 31, 2013: | |||||||||||||||||
Revenues | $ | 65,906 | $ | 67,177 | $ | 67,710 | $ | 66,420 | |||||||||
Loss from operations | (67,454 | ) | (136,278 | ) | (45,876 | ) | (79,379 | ) | |||||||||
Net loss | (124,629 | ) | (163,904 | ) | (122,483 | ) | (147,747 | ) | |||||||||
Net loss attributable to common stockholders | (117,105 | ) | (154,764 | ) | (100,824 | ) | (135,229 | ) | |||||||||
Net loss per share attributable to common stockholders—basic and diluted (1) | (0.54 | ) | (0.71 | ) | (0.46 | ) | (0.61 | ) | |||||||||
-1 | The sum of the quarterly net loss per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule_ICondensed_Financial_2
Schedule I—Condensed Financial Information of Registrant (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash paid during the year for interest, net of amounts capitalized and deferred | $ | 130,578 | $ | 120,908 | $ | 200,323 | |||||||
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | 129,842 | 154,517 | 99,751 | ||||||||||
Parent Company [Member] | |||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||
Condensed Balance Sheets | CHENIERE ENERGY, INC. | ||||||||||||
CONDENSED BALANCE SHEETS | |||||||||||||
(in thousands) | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
ASSETS | |||||||||||||
Non-current restricted cash and cash equivalents | $ | 5,847 | $ | 5,844 | |||||||||
Property, plant and equipment | 2,596 | — | |||||||||||
Debt receivable—affiliates | 809,416 | 775,202 | |||||||||||
Other | 414 | — | |||||||||||
Investments in affiliates | |||||||||||||
Cheniere’s investment in affiliates | (25,169 | ) | (475,957 | ) | |||||||||
Non-controlling interest investments in affiliates | 2,665,694 | 2,660,380 | |||||||||||
Investment in affiliates, net | 2,640,525 | 2,184,423 | |||||||||||
Total assets | $ | 3,458,798 | $ | 2,965,469 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||
Current accrued liabilities | $ | 8,086 | $ | 104 | |||||||||
Current debt—affiliate | 134,444 | 125,307 | |||||||||||
Long-term debt, net | 814,751 | — | |||||||||||
Commitments and contingencies | |||||||||||||
Stockholders’ equity (deficit) | (164,177 | ) | 179,678 | ||||||||||
Non-controlling interest | 2,665,694 | 2,660,380 | |||||||||||
Total liabilities and stockholders’ equity | $ | 3,458,798 | $ | 2,965,469 | |||||||||
Condensed Statements of Operations and Comprehensive Loss | CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||||||||
(in thousands) | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating costs and expenses | $ | 8,223 | $ | 55 | $ | 36 | |||||||
Interest expense, net | (4,205 | ) | — | (12,883 | ) | ||||||||
Interest expense, net—affiliates | (9,137 | ) | (9,137 | ) | (9,137 | ) | |||||||
Interest income | 3 | — | — | ||||||||||
Interest income—affiliates | 34,213 | 34,213 | 34,213 | ||||||||||
Equity losses of affiliates | |||||||||||||
Equity losses of affiliates attributable to Cheniere | (416,638 | ) | (532,942 | ) | (344,937 | ) | |||||||
Equity losses of affiliates attributable to non-controlling interest | (143,945 | ) | (50,841 | ) | (12,861 | ) | |||||||
Net loss | $ | (547,932 | ) | $ | (558,762 | ) | $ | (345,641 | ) | ||||
Other comprehensive income (loss) | — | 27,351 | (27,093 | ) | |||||||||
Comprehensive loss attributable to non-controlling interest | — | 48,809 | 12,861 | ||||||||||
Comprehensive loss | $ | (547,932 | ) | $ | (482,602 | ) | $ | (359,873 | ) | ||||
Condensed Statements of Cash Flows | CONDENSED STATEMENTS OF CASH FLOWS | ||||||||||||
(in thousands) | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net cash used in operating activities | $ | (240 | ) | $ | (5,796 | ) | $ | (6,699 | ) | ||||
Cash flows from investing activities | |||||||||||||
Investments in affiliates | (901,329 | ) | 139,494 | (968,962 | ) | ||||||||
Net cash provided by (used in) investing activities | (901,329 | ) | 139,494 | (968,962 | ) | ||||||||
Cash flows from financing activities | |||||||||||||
Proceeds from issuance of long-term debt | 1,000,000 | — | — | ||||||||||
Proceeds from sale of common stock, net | — | 3,628 | 1,200,705 | ||||||||||
Payments related to tax withholdings for share-based compensation | (112,324 | ) | (140,711 | ) | (20,414 | ) | |||||||
Repayments of long-term debt | — | — | (204,630 | ) | |||||||||
Excess tax benefit from share-based compensation | 3,605 | 3,385 | — | ||||||||||
Proceeds from exercise of stock options | 10,806 | — | — | ||||||||||
Other | (518 | ) | — | — | |||||||||
Net cash provided by (used in) financing activities | 901,569 | (133,698 | ) | 975,661 | |||||||||
Net decrease in cash and cash equivalents | — | — | — | ||||||||||
Cash and cash equivalents—beginning of period | — | — | — | ||||||||||
Cash and cash equivalents—end of period | $ | — | $ | — | $ | — | |||||||
Schedule of Debt | As of December 31, 2014 and 2013, our debt consisted of the following (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Note—Affiliate | $ | 134,444 | $ | 125,307 | |||||||||
Schedule of Cash Flow, Supplemental Disclosures | SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in thousands) | |||||||||||||
Non-cash capital contributions (1) | $ | (560,583 | ) | $ | (583,788 | ) | $ | (357,798 | ) | ||||
-1 | Amounts represent equity losses of affiliates and non-controlling interest not funded by Cheniere. |
Organization_and_Nature_of_Ope1
Organization and Nature of Operations (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cheniere Energy Partners, LP [Member] | ||
Organization and nature of operations [Line Items] | ||
General Partner ownership percentage | 100.00% | |
Cheniere Energy Partners, LP [Member] | Cheniere Energy Partners LP Holdings, LLC [Member] | ||
Organization and nature of operations [Line Items] | ||
Limited Partner ownership percentage | 55.90% | |
Cheniere Energy Partners LP Holdings, LLC [Member] | ||
Organization and nature of operations [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 84.50% |
Sabine Pass LNG terminal [Member] | ||
Organization and nature of operations [Line Items] | ||
Number Of LNG Storage Tanks | 5 | |
Storage Capacity, in Bcfe | 16.9 | |
Number Of Docks | 2 | |
Volume of Vessel, in cubic meters | 266,000 | |
Regasification capacity, in Bcf/d | 4 | |
Number of Liquefaction LNG Trains | 6 | |
Train nominal capacity, per Train, in mtpa | 4.5 | |
Length of Natural Gas Pipeline, in miles | 94 | |
Corpus Christi Liquefaction LNG terminal [Member] | ||
Organization and nature of operations [Line Items] | ||
Number Of LNG Storage Tanks | 3 | |
Storage Capacity, in Bcfe | 10.1 | |
Number Of Docks | 2 | |
Volume of Vessel, in cubic meters | 266,000 | |
Number of Liquefaction LNG Trains | 3 | |
Train nominal capacity, per Train, in mtpa | 13.5 | |
Length of Natural Gas Pipeline, in miles | 23 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Advanced capacity reservation fees amortization period | 10 years | ||
Retained percentage of LNG delivered | 2.00% | ||
Non-cash LNG inventory write-downs | $24,461,000 | $26,900,000 | $20,418,000 |
Impairments related to property, plant and equipment | 0 | 0 | 0 |
Goodwill and Intangible Asset Impairment | 0 | 0 | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 14.3 | ||
Stock options, warrants and unvested stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Shares | 10.4 | 14.1 | 4.4 |
Designated as Hedging Instrument [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Derivative instruments designated as cash flow hedges | 0 | 0 | |
Sabine Pass Liquefaction [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number of fixed price contracts | 6 | ||
Sale and Purchase Agreement, Term of Agreement | 20 years | ||
Sale and Purchase Agreement, Number of Unaffiliated Counterparties | 6 | ||
Corpus Christi Liquefaction [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number of fixed price contracts | 9 | ||
Sale and Purchase Agreement, Term of Agreement | 20 years | ||
Sale and Purchase Agreement, Number of Unaffiliated Counterparties | 7 | ||
Sabine Pass LNG terminal [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Asset Retirement Obligation | 0 | ||
Creole Trail Pipeline [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Asset Retirement Obligation | $0 | ||
Maximum [Member] | Sabine Pass LNG terminal [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Property Lease Term | 90 years |
Restricted_Cash_and_Cash_Equiv1
Restricted Cash and Cash Equivalents— Sabine Pass LNG Senior Notes Debt Service Reserve (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Rate | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | 481,737,000 | $598,064,000 |
Non-current restricted cash and cash equivalents | 550,811,000 | 1,031,399,000 |
Sabine Pass LNG, LP [Member] | Senior Notes Interest Payments [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | 15,000,000 | 15,000,000 |
Sabine Pass LNG, LP [Member] | Debt Service Reserve Fund [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Non-current restricted cash and cash equivalents | 76,100,000 | 76,100,000 |
Sabine Pass LNG, LP [Member] | Sabine Pass LNG Senior Notes [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Debt Instrument, Fixed Charge, Coverage Ratio | 2 | |
Sabine Pass LNG, LP [Member] | 2016 Senior Notes [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Debt Instrument, Face Amount | 1,665,500,000 | 1,665,500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |
Sabine Pass LNG, LP [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Debt Instrument, Face Amount | 420,000,000 | $420,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% |
Restricted_Cash_and_Cash_Equiv2
Restricted Cash and Cash Equivalents—Sabine Pass Liquefaction Reserve (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 | 31-May-13 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted Cash and Cash Equivalents, Current | $481,737,000 | $598,064,000 | |||
Non-current restricted cash and cash equivalents | 550,811,000 | 1,031,399,000 | |||
Sabine Pass Liquefaction [Member] | Payment of Liabilities [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted Cash and Cash Equivalents, Current | 155,800,000 | 192,100,000 | |||
Sabine Pass Liquefaction [Member] | Construction Activities [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Non-current restricted cash and cash equivalents | 457,100,000 | 867,600,000 | |||
Sabine Pass Liquefaction [Member] | 2012 Liquefaction Credit Facility [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 3,600,000,000 | ||||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,900,000,000 | ||||
Sabine Pass Liquefaction [Member] | 2021 Sabine Pass Liquefaction Senior Notes [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Debt Instrument, Face Amount | 2,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | ||||
Debt Instrument, Increase (Decrease), Net | 500,000,000 | ||||
Sabine Pass Liquefaction [Member] | 2022 Sabine Pass Liquefaction Senior Notes [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Debt Instrument, Face Amount | 1,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||||
Sabine Pass Liquefaction [Member] | 2023 Sabine Pass Liquefaction Senior Notes [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Debt Instrument, Face Amount | 1,500,000,000 | 1,000,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | ||||
Debt Instrument, Increase (Decrease), Net | 500,000,000 | ||||
Sabine Pass Liquefaction [Member] | 2024 Sabine Pass Liquefaction Senior Notes [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Debt Instrument, Face Amount | $2,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% |
Restricted_Cash_and_Cash_Equiv3
Restricted Cash and Cash Equivalents—CTPL Reserve (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-13 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted Cash and Cash Equivalents, Current | $481,737,000 | $598,064,000 | |
Non-current restricted cash and cash equivalents | 550,811,000 | 1,031,399,000 | |
Cheniere Creole Trail Pipeline LP [Member] | Payment of Liabilities [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted Cash and Cash Equivalents, Current | 24,900,000 | 20,500,000 | |
Cheniere Creole Trail Pipeline LP [Member] | Construction And Interest Payments [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Non-current restricted cash and cash equivalents | 11,300,000 | 81,400,000 | |
Cheniere Creole Trail Pipeline LP [Member] | 2017 Creole Trail Pipeline Term Loan [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $400,000,000 | $400,000,000 | |
Cheniere Creole Trail Pipeline LP [Member] | Creole Trail Pipeline [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Length of Natural Gas Pipeline, in miles | 94 |
Restricted_Cash_and_Cash_Equiv4
Restricted Cash and Cash Equivalents—Other (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | $481,737 | $598,064 |
Non-current restricted cash and cash equivalents | 550,811 | 1,031,399 |
Subsidiary Cash [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | 250,100 | 351,000 |
Other Contractual Restrictions [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | 35,900 | 19,400 |
Non-current restricted cash and cash equivalents | $6,300 | $6,300 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $9,246,753 | $6,454,399 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | -350,497 | -292,434 |
Property, plant and equipment, net | 9,083,373 | 6,438,541 |
LNG terminal [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,269,429 | 2,234,796 |
LNG terminal construction-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,155,046 | 4,489,668 |
LNG site and related costs, net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,395 | 6,511 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | -30,169 | -32,771 |
Property, plant and equipment, net | 163,380 | 15,858 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,111 | 8,115 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,531 | 4,319 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 46,882 | 13,504 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 43,622 | 7,303 |
Land and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $92,403 | $15,388 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
LNG terminal costs [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
LNG terminal costs [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 50 years | |
LNG storage tanks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 50 years | |
Natural gas pipeline facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 40 years | |
Marine berth, electrical, facility and roads [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 35 years | |
Regasification processing equipment (recondensers, vaporization, and vents) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 30 years | |
Sendout pumps [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Others [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Others [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 30 years | |
Corpus Christi Liquefaction LNG terminal [Member] | ||
Property, Plant and Equipment [Line Items] | ||
LNG terminal construction-in-process | 66.1 | $35.50 |
Derivative_Instruments_Narrati
Derivative Instruments - Narrative (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 31-May-14 | Nov. 30, 2013 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Asset Transfers Into Level 3 | $0 | $0 | ||
Asset Transfers out of Level 3 | 0 | 0 | ||
Fuel Derivative or LNG Inventory Derivative [Member] | Other Current Assets [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Collateral, Right to Reclaim Cash | 5,700,000 | 5,900,000 | ||
Term Gas Supply Derivatives [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative Assets (Liabilities), at Fair Value, Net | 342,000 | 0 | ||
Fair Value Measurements, Valuation Technique | Basis Spread plus Liquid Location | |||
Fair Value Measurements, Significant Unobservable Input | Basis Spread | |||
Derivative, Collateral, Right to Reclaim Cash | 0 | |||
Derivative, Notional Amount, in MMBtu | 1,249,400,000 | |||
Term Gas Supply Derivatives [Member] | Minimum [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Fair Value Measurements, Significant Unobservable Inputs Range | -0.035 | |||
Derivative, Term of Contract | 1 year | |||
Term Gas Supply Derivatives [Member] | Maximum [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Fair Value Measurements, Significant Unobservable Inputs Range | 0.035 | |||
Derivative, Term of Contract | 7 years | |||
Interest Rate Contract [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative Assets (Liabilities), at Fair Value, Net | -12,036,000 | 84,639,000 | ||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Repayments of Lines of Credit | 2,100,000,000 | 885,000,000 | ||
Sabine Pass Liquefaction [Member] | Interest Rate Contract [Member] | Gain (Loss) on Derivative Instruments [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | ($9,300,000) |
Derivative_Instruments_Fair_Va
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) (USD $) | Dec. 31, 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 | $1,140 | ($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 | 1,140 | -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 | -921 | 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 | -921 | 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 | 342 | 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 | 342 | 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 | -12,036 | 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 | -12,036 | 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 |
Derivative_Instruments_Fair_Va1
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
LNG Inventory Derivatives [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $1,140 | ($171) |
LNG Inventory Derivatives [Member] | Prepaid Expenses And Other [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 1,140 | -171 |
Fuel Derivatives [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | -921 | 126 |
Fuel Derivatives [Member] | Prepaid Expenses And Other [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | -921 | 126 |
Term Gas Supply Derivatives [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 342 | 0 |
Term Gas Supply Derivatives [Member] | Prepaid Expenses And Other [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 76 | 0 |
Term Gas Supply Derivatives [Member] | Non-Current Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 586 | 0 |
Term Gas Supply Derivatives [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | -53 | 0 |
Term Gas Supply Derivatives [Member] | Other Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | -267 | 0 |
Not Designated as Hedging Instrument [Member] | Non-Current Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Derivative Assets, at Fair Value | 11,158 | 98,123 |
Not Designated as Hedging Instrument [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Derivative Liabilities, at Fair Value | ($23,194) | ($13,484) |
Derivative_Instruments_Derivat
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Term Gas Supply Derivatives [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements | $0 | $0 | $0 | |||
Marketing and trading revenues (losses) [Member] | LNG Inventory Derivatives [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative, Gain (Loss) on Derivative, Net | -346,000 | -449,000 | 995,000 | |||
Marketing and trading revenues (losses) [Member] | Fuel Derivatives [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative, Gain (Loss) on Derivative, Net | -952,000 | 99,000 | 0 | |||
Derivative gain (loss), net [Member] | LNG Inventory Derivatives [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative, Gain (Loss) on Derivative, Net | 1,108,000 | 476,000 | 0 | |||
Derivative gain (loss), net [Member] | Fuel Derivatives [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative, Gain (Loss) on Derivative, Net | 281,000 | 182,000 | -622,000 | |||
Derivative gain (loss), net [Member] | Interest Rate Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | -119,401,000 | 88,596,000 | 679,000 | |||
Operating and maintenance expense [Member] | Term Gas Supply Derivatives [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative, Gain (Loss) on Derivative, Net | $342,000 | [1] | $0 | [1] | $0 | [1] |
[1] | There were no settlements during the reporting period. |
Derivative_Instruments_Schedul
Derivative 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 $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Derivative [Line Items] | |
Notional Amount | $20 |
Effective Date | 14-Aug-12 |
Maturity Date | 31-Jul-19 |
Weighted Average Fixed Interest Rate Paid | 1.98% |
Variable Interest Rate Received | One-month LIBOR |
Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount | $2,500 |
Derivative_Instruments_Schedul1
Derivative Instruments - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) (Interest Rate Contract [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) in Other Comprehensive Income | $0 | ($30) | ($136) |
Derivative Instruments, Gain (Loss) Reclassified from AOCI into Interest Expenese (Effective Portion) | 0 | 0 | 0 |
Derivative Instruments, Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | 0 | 166 | 0 |
Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) in Other Comprehensive Income | 0 | 21,297 | -21,290 |
Derivative Instruments, Gain (Loss) Reclassified from AOCI into Interest Expenese (Effective Portion) | 0 | 0 | 0 |
Derivative Instruments, Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | 0 | 5,807 | 0 |
Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) in Other Comprehensive Income | 0 | 0 | -5,814 |
Derivative Instruments, Gain (Loss) Reclassified from AOCI into Interest Expenese (Effective Portion) | 0 | 0 | 0 |
Derivative Instruments, Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting | $0 | $0 | $0 |
Derivative_Instruments_Derivat1
Derivative Instruments - Derivative Gross Presentation on Consolidated Balance Sheets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
LNG Inventory Derivatives [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $1,140 | |
Derivative Liability, Gross Amounts Recognized | -171 | |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 1,056 | |
Derivative Liability, Gross Amounts Offset in our Balance Sheets | -171 | |
Net Amounts Presented in our Balance Sheets | 84 | 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 | 84 | |
Derivative Liability, Net Amount | 0 | |
Fuel Derivatives [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 126 | |
Derivative Liability, Gross Amounts Recognized | -921 | |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 0 | |
Derivative Liability, Gross Amounts Offset in our Balance Sheets | -921 | |
Net Amounts Presented in our Balance Sheets | 0 | 126 |
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 | 126 | |
Derivative Liability, Net Amount | 0 | |
Term Gas Supply Derivatives [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 662 | |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 0 | |
Net Amounts Presented in our Balance Sheets | 662 | |
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 | 662 | |
Term Gas Supply Derivative 2 [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | -320 | |
Derivative Liability, Gross Amounts Offset in our Balance Sheets | 0 | |
Net Amounts Presented in our Balance Sheets | -320 | |
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 | |
Derivative Liability, Net Amount | -320 | |
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 11,158 | 98,123 |
Derivative Asset, Gross Amounts Offset in our Balance Sheets | 0 | 0 |
Net Amounts Presented in our Balance Sheets | 11,158 | 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 | 11,158 | 98,123 |
Interest Rate Contract 2 [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | -23,194 | -13,484 |
Derivative Liability, Gross Amounts Offset in our Balance Sheets | 0 | 0 |
Net Amounts Presented in our Balance Sheets | -23,194 | -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 | ($23,194) | ($13,484) |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2012 | Aug. 31, 2012 | 31-May-12 | Dec. 31, 2013 | Nov. 30, 2014 | |
Cheniere Energy Partners, LP [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
General Partner ownership percentage | 100.00% | |||||
Cheniere Energy Partners LP Holdings, LLC [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 84.50% | ||||
Cheniere Energy Partners LP Holdings, LLC [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Price per Common Unit | 20 | $22.76 | ||||
Cheniere Energy Partners LP Holdings, LLC [Member] | Cheniere Energy Partners, LP [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Limited Partner ownership percentage | 55.90% | |||||
Cheniere Energy Partners LP Holdings, LLC [Member] | Cheniere Energy Partners, LP [Member] | Common Units [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account, Units, Units Held | 12,000,000 | |||||
Cheniere Energy Partners LP Holdings, LLC [Member] | Cheniere Energy Partners, LP [Member] | Class B Unit [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account, Units, Units Held | 45,300,000 | |||||
Cheniere Energy Partners LP Holdings, LLC [Member] | Cheniere Energy Partners, LP [Member] | Subordinated Units [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account, Units, Units Held | 135,383,831 | |||||
Cheniere Energy Partners, LP [Member] | Director Appointment Entitlement Minimum [Member] | Class B Unit [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Limited Partner ownership percentage | 20.00% | |||||
Limited Partners' Capital Account, Units Outstanding | 50,000,000 | |||||
Cheniere Energy Partners, LP [Member] | Blackstone CQP Holdco LP [Member] | Class B Unit [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account, Units, To Be Sold In Private Placement | 100,000,000 | |||||
Price per Common Unit | $15 | |||||
Partners' Capital Account, Units, Sold in Private Placement | 66,700,000 | 33,300,000 |
NonControlling_Interest_Detail
Non-Controlling Interest (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2014 | Dec. 31, 2013 |
Noncontrolling Interest [Line Items] | |||||
Proceeds from Issuance Initial Public Offering | $228,781 | $665,001 | $0 | ||
Proceeds from sale of common stock, net | 0 | 0 | 1,199,869 | ||
Cheniere Energy Partners LP Holdings, LLC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Issuances of stock, shares | 10,100,000 | 36,000,000 | |||
Shares Issued, Price Per Share | $20 | $22.76 | $20 | ||
Proceeds from Issuance Initial Public Offering | 665,000 | ||||
Proceeds from sale of common stock, net | $229,000 | ||||
Stock Repurchased and Retired During Period, Shares | 10,100,000 | ||||
Cheniere Energy Partners LP Holdings, LLC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 84.50% | 84.50% |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ||
Interest expense and related debt fees | $112,858 | $80,151 |
Payroll | 6,425 | 7,410 |
LNG liquefaction costs | 22,014 | 83,651 |
LNG terminal costs | 1,077 | 1,612 |
Other accrued liabilities | 26,755 | 13,728 |
Total accrued liabilities | $169,129 | $186,552 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-term Debt Instruments (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $9,989,969,000 | $6,585,500,000 | |
Total long-term debt, net | 9,806,084,000 | 6,576,273,000 | |
Interest costs incurred | 587,000,000 | 414,000,000 | 235,900,000 |
Interest costs capitalized and deferred | 405,800,000 | 233,000,000 | 35,100,000 |
2016 Sabine Pass LNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,665,500,000 | 1,665,500,000 | |
Debt Instrument, Unamortized Discount | -8,998,000 | -13,693,000 | |
2020 Sabine Pass LNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 420,000,000 | 420,000,000 | |
2021 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Unamortized Premium | 10,177,000 | 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 | |
2023 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,500,000,000 | 1,000,000,000 | |
Debt Instrument, Unamortized Premium | 7,088,000 | 0 | |
2024 Sabine Pass Liquefaction Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 2,000,000,000 | 0 | |
2013 Liquefaction Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 0 | 100,000,000 | |
2021 Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,004,469,000 | 0 | |
Debt Instrument, Unamortized Discount | -189,717,000 | 0 | |
2017 Creole Trail Pipeline Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 400,000,000 | 400,000,000 | |
Debt Instrument, Unamortized Discount | ($2,435,000) | ($7,096,000) |
LongTerm_Debt_Schedule_of_Matu
Long-Term Debt - Schedule of Maturities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total | $9,989,969 | $6,585,500 |
2015 | 0 | |
2016 to 2017 | 2,065,500 | |
2018 to 2019 | 0 | |
Thereafter | 7,924,469 | |
2016 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 1,665,500 | 1,665,500 |
2015 | 0 | |
2016 to 2017 | 1,665,500 | |
2018 to 2019 | 0 | |
Thereafter | 0 | |
2020 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 420,000 | 420,000 |
2015 | 0 | |
2016 to 2017 | 0 | |
2018 to 2019 | 0 | |
Thereafter | 420,000 | |
2021 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 2,000,000 | 2,000,000 |
2015 | 0 | |
2016 to 2017 | 0 | |
2018 to 2019 | 0 | |
Thereafter | 2,000,000 | |
2022 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 1,000,000 | 1,000,000 |
2015 | 0 | |
2016 to 2017 | 0 | |
2018 to 2019 | 0 | |
Thereafter | 1,000,000 | |
2023 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 1,500,000 | 1,000,000 |
2015 | 0 | |
2016 to 2017 | 0 | |
2018 to 2019 | 0 | |
Thereafter | 1,500,000 | |
2024 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 2,000,000 | 0 |
2015 | 0 | |
2016 to 2017 | 0 | |
2018 to 2019 | 0 | |
Thereafter | 2,000,000 | |
2021 Convertible Unsecured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total | 1,004,469 | 0 |
2015 | 0 | |
2016 to 2017 | 0 | |
2018 to 2019 | 0 | |
Thereafter | 1,004,469 | |
2017 Creole Trail Pipeline Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total | 400,000 | 400,000 |
2015 | 0 | |
2016 to 2017 | 400,000 | |
2018 to 2019 | 0 | |
Thereafter | $0 |
LongTerm_Debt_Sabine_Pass_LNG_
Long-Term Debt - Sabine Pass LNG Senior Notes (Details) (Sabine Pass LNG, LP [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | |||
Distributions to limited partner | $346,900,000 | $348,900,000 | $333,500,000 |
Sabine Pass LNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||
Percentage of debt principal additional for redemption | 1.00% | ||
Discount rate over Treasury Rate to calculate fair value ratio of redemption price | 0.50% | ||
2016 Sabine Pass LNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 1,665,500,000 | 1,665,500,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||
2020 Sabine Pass LNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $420,000,000 | $420,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||
Debt redemption period from equity offering closing date | 180 days | ||
2020 Sabine Pass LNG Senior Notes [Member] | Period prior to November 1, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage | 106.50% | ||
Maximum [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | Period prior to November 1, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage of Principal Amount that May Be Redeemed | 35.00% | ||
Minimum [Member] | 2020 Sabine Pass LNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Original Principal Remaining Requirement of Redemption, Percentage | 65.00% |
LongTerm_Debt_Sabine_Pass_Liqu
Long-Term Debt - Sabine Pass Liquefaction Senior Notes (Details) (Sabine Pass Liquefaction [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Rate | ||
Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fixed Charge, Coverage Ratio Period | 12 months | |
Debt Instrument, Fixed Charge, Coverage Ratio | 1.25 | |
Debt Instrument, Redemption Price, Percentage | 100.00% | |
2021 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | |
2022 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 1,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | |
2023 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 1,500,000,000 | 1,000,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | |
2024 Sabine Pass Liquefaction Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.75% |
LongTerm_Debt_2013_Liquefactio
Long-Term Debt - 2013 Liquefaction Credit Facilities (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-14 | Nov. 30, 2013 | Jun. 30, 2013 | 31-May-13 | |
Line of Credit Facility [Line Items] | |||||||
Loss on early extinguishment of debt | $114,335,000 | $131,576,000 | $57,685,000 | ||||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,900,000,000 | ||||||
Proceeds from (Repayments of) Lines of Credit | 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, Fee Amount | 144,000,000 | ||||||
Line of Credit Facility, Commitment Fee Percentage | 40.00% | ||||||
Line of Credit Facility, Amortization Period | 18 years | ||||||
Line of Credit Facility, Increase (Decrease), Net | -2,100,000,000 | -885,000,000 | |||||
Loss on early extinguishment of debt | $114,300,000 | $43,300,000 | |||||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 75.00% | ||||||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | Construction [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.30% | ||||||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | Construction [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | Operations [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.30% | ||||||
Sabine Pass Liquefaction [Member] | 2013 Liquefaction Credit Facilities [Member] | Operations [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% |
LongTerm_Debt_2012_Liquefactio
Long-Term Debt - 2012 Liquefaction Credit Facility (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-13 | Apr. 30, 2013 | |
Line of Credit Facility [Line Items] | |||||
Write-off of debt issuance costs | $114,335,000 | $131,576,000 | $57,685,000 | ||
Sabine Pass Liquefaction [Member] | 2012 Liquefaction Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||
Proceeds from (Repayments of) Lines of Credit | -100,000,000 | ||||
Line of Credit Facility, Increase (Decrease), Net | -1,400,000,000 | ||||
Write-off of debt issuance costs | 88,300,000 | ||||
Sabine Pass Liquefaction [Member] | 2012 Liquefaction Credit Facility [Member] | Construction [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
Sabine Pass Liquefaction [Member] | 2012 Liquefaction Credit Facility [Member] | Operations [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||
Sabine Pass Liquefaction [Member] | 2021 Sabine Pass Liquefaction Senior Notes [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Increase (Decrease), Net | $500,000,000 | ||||
Sabine Pass Liquefaction [Member] | Minimum [Member] | 2012 Liquefaction Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Percentage of Debt Hedged by Interest Rate Derivatives | 75.00% |
LongTerm_Debt_2021_Convertible
Long-Term Debt - 2021 Convertible Unsecured Notes (Details) (2021 Convertible Unsecured Notes [Member], USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2014 | |
2021 Convertible Unsecured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $1,000,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.88% | |||
Debt Instrument, Convertible, Earliest date of conversion, Period after closing | 1 year | |||
Debt Instrument, Convertible, Conversion Price | $93.64 | |||
Debt Instrument, Convertible, Stock Price Trigger | $93.64 | |||
Debt Instrument, Convertible, Fair value of debt component | 808,800,000 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 191,200,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 9.16% | |||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 6 years 4 months 26 days | |||
PIK interest per contractual rate | 4,469,000 | 0 | 0 | |
Amortization of debt discount | 2,328,000 | 0 | 0 | |
Amortization of debt issuance costs | 4,000 | 0 | 0 | |
Total interest expense related to 2021 Convertible Unsecured Notes | $6,801,000 | $0 | $0 |
LongTerm_Debt_CTPL_Credit_Faci
Long-Term Debt - CTPL Credit Facility (Details) (2017 Creole Trail Pipeline Term Loan [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 31-May-13 | |
Line of Credit Facility [Line Items] | |||
Direct lender fees recorded as debt discount | $2,435,000 | $7,096,000 | |
Cheniere Creole Trail Pipeline LP [Member] | |||
Line of Credit Facility [Line Items] | |||
Direct lender fees recorded as debt discount | 10,000,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $400,000,000 | $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], Sabine Pass Liquefaction LC Agreement [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |
Letter of Credit and Reimbursement Agreement | $325,000,000 |
Letter of Credit, Interest Rate | 2.00% |
Letters of Credit Outstanding, Amount | 9,500,000 |
Letters of Credit, Drawn Amount | $0 |
Unissued Portion [Member] | |
Line of Credit Facility [Line Items] | |
Letter of Credit, Commitment Fee Percentage | 0.75% |
Undrawn Portion [Member] | |
Line of Credit Facility [Line Items] | |
Letter of Credit, Commitment Fee Percentage | 2.50% |
LongTerm_Debt_Schedule_of_Carr
Long-Term Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Amount, Long-term debt | $9,806,084 | $6,576,273 | ||
2016 Senior Notes [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Amount, Long-term debt | 1,656,502 | 1,651,807 | ||
2016 Senior Notes [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Payable, Fair Value Disclosure | 1,718,621 | [1] | 1,868,607 | [1] |
2020 Senior Notes [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Amount, Long-term debt | 420,000 | 420,000 | ||
2020 Senior Notes [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Payable, Fair Value Disclosure | 428,400 | [1] | 432,600 | [1] |
2021 Sabine Pass Liquefaction Senior Notes [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Amount, Long-term debt | 2,010,177 | 2,011,562 | ||
2021 Sabine Pass Liquefaction Senior Notes [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Payable, Fair Value Disclosure | 1,985,050 | [1] | 1,961,273 | [1] |
2022 Sabine Pass Liquefaction Senior Notes [Member] | Reported Value Measurement [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 Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Payable, Fair Value Disclosure | 1,020,000 | [1] | 982,500 | [1] |
2023 Sabine Pass Liquefaction Senior Notes [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Amount, Long-term debt | 1,507,089 | 1,000,000 | ||
2023 Sabine Pass Liquefaction Senior Notes [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Payable, Fair Value Disclosure | 1,476,947 | [1] | 935,000 | [1] |
2024 Sabine Pass Liquefaction Senior Notes [Member] | Reported Value Measurement [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 Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes Payable, Fair Value Disclosure | 1,970,000 | [1] | 0 | [1] |
2013 Liquefaction Credit Facilities [Member] | Reported Value Measurement [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 Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Lines of Credit, Fair Value Disclosure | 0 | [2] | 100,000 | [2] |
2021 Convertible Unsecured Notes [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Amount, Long-term debt | 814,751 | 0 | ||
2021 Convertible Unsecured Notes [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Convertible Debt, Fair Value Disclosures | 1,025,563 | [3] | 0 | [3] |
2017 Creole Trail Pipeline Term Loan [Member] | Reported Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Amount, Long-term debt | 397,565 | 392,904 | ||
2017 Creole Trail Pipeline Term Loan [Member] | Estimate of Fair Value Measurement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Loans Payable, Fair Value Disclosure | $400,000 | [4] | $400,000 | [4] |
[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 December 31, 2014 and 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 was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. | |||
[4] | 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 $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components of Income Tax Provision [Abstract] | |||
Current Federal | $0 | $0 | $0 |
Current State | 0 | 0 | 0 |
Current Foreign | 4,143 | 4,082 | 145 |
Total Current | 4,143 | 4,082 | 145 |
Deferred Federal | 0 | 0 | 0 |
Deferred State | 0 | 0 | 0 |
Deferred Foreign | 0 | 258 | -141 |
Total Deferred | 0 | 258 | -141 |
Total Income Tax Provision | $4,143 | $4,340 | $4 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% |
Non-controlling interest | -4.80% | -3.30% | -1.40% |
State tax benefit | 4.30% | 4.50% | 2.70% |
Uncertain tax position | -12.50% | 0.00% | 0.00% |
Net impact of non-U.S. taxes | -2.00% | -0.80% | 0.00% |
Valuation allowance | -19.80% | -34.30% | -33.20% |
Other | -0.60% | -1.90% | -3.10% |
Effective tax rate as reported | -0.40% | -0.80% | 0.00% |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Federal Net Operating Loss Carryforwards | $637,919,000 | $608,631,000 |
State Net Operating Loss Carryforwards | 136,917,000 | 111,624,000 |
Book deferred gain | 77,182,000 | 77,182,000 |
Share-based compensation expense | 28,432,000 | 24,089,000 |
Property, plant and equipment | 29,483,000 | 27,260,000 |
Other | 15,464,000 | 3,931,000 |
Total deferred tax assets | 925,397,000 | 852,717,000 |
Investment in limited partnership | -46,601,000 | -109,884,000 |
Other | 0 | -142,000 |
Total deferred tax liabilities | -46,601,000 | -110,026,000 |
Net deferred tax assets | 878,796,000 | 742,691,000 |
Less: net deferred tax asset valuation allowance | -878,796,000 | -742,691,000 |
Total net deferred tax asset | 0 | 0 |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 3,500,000,000 | |
Valuation Allowance, Deferred Tax Asset, Increase | $136,100,000 |
Income_Taxes_Changes_in_Gross_
Income Taxes - Changes in Gross Amounts of Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized Tax Benefits, beginning of year | $19,484,000 | $19,773,000 |
Additions based on tax positions related to current year | 85,932,000 | 0 |
Additions for tax positions of prior years | 0 | 2,162,000 |
Reductions for tax positions of prior years | -925,000 | -2,451,000 |
Settlements | 0 | 0 |
Unrecognized Tax Benefits, end of year | 104,491,000 | 19,484,000 |
Excess Tax Benefit From Share Based Compensation To Be Realized Upon Utilization Of Net Operating Loss Carryforward | $130,500,000 |
ShareBased_Compensation_Narrat
Share-Based Compensation - Narrative (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 01, 2013 | Jan. 31, 2013 | |
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, net of capitalization | $102,003,000 | $271,367,000 | $58,696,000 | ||
Share-based compensation capitalized during period | 8,200,000 | 12,500,000 | 2,400,000 | ||
Nonvested Awards, Total Compensation Cost Not yet Recognized | 172,100,000 | ||||
Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 10 months | ||||
Plan Modification, Incremental Compensation Cost | 10,800,000 | ||||
Proceeds from exercise of stock options | 10,805,000 | 3,698,000 | 836,000 | ||
Phantom Units [Member] | |||||
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, net of capitalization | 200,000 | ||||
Phantom Shares, Grants in Period | 79,000 | ||||
Stock Options [Member] | |||||
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, Grants in Period, Weighted Average Grant Date Fair Value | $0 | $0 | $0 | ||
Options, Exercises in Period, Intrinsic Value | $11,900,000 | $2,000,000 | $700,000 | ||
1997 Stock Option Plan [Member] | Stock Options [Member] | |||||
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares Authorized | 5,000,000 | ||||
2003 Stock Incentive Plan [Member] | |||||
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares Authorized | 21,000,000 | ||||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 21,000,000 | ||||
2011 Incentive Plan [Member] | |||||
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares Authorized | 35,000,000 | 35,000,000 | 10,000,000 | ||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 27,000,000 |
ShareBased_Compensation_Restri
Share-Based Compensation - Restricted Stock (Details) (USD $) | 12 Months Ended | ||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Dec. 12, 2012 | 22-May-13 | Dec. 06, 2013 | Oct. 01, 2014 | 28-May-13 |
Restricted Stocks with Market Conditions [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock awards issued, shares | 0 | 0 | |||||||
Fair Value Assumptions, Expected Volatility Rate, Minimum | 44.00% | ||||||||
Fair Value Assumptions, Expected Volatility Rate, Maximum | 62.00% | ||||||||
Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.80% | ||||||||
Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.83% | ||||||||
Fair Value Assumptions, Cost of Equity Minimum | 16.50% | ||||||||
Fair Value Assumptions, Cost of Equity Maximum | 16.60% | ||||||||
Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock awards issued, shares | 549,774 | 18,860,000 | 10,293,000 | ||||||
Restricted Stock Granted, Weighted Average Grant Date Fair Value Per Share | 60.09 | 21.89 | 14.06 | ||||||
Restricted Stock Vested, Weighted Average Grant Date Fair Value Per Share | 18.99 | 19.4 | 12.76 | ||||||
Restricted Stock [Member] | One Year Graded Vesting Period [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Period | 1 year | ||||||||
Restricted Stock [Member] | Three Year Graded Vesting Period [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Period | 3 years | ||||||||
Restricted Stock [Member] | Four Year Graded Vesting Period [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Period | 4 years | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Long-Term Commercial Bonus Pool, Cash | 60 | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Long-term Commercial Bonus Pool, Shares | 10,000,000 | ||||||||
Number of Vesting Installments | 5 | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Closing of financing and issuing of notice to proceed [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 35.00% | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | First anniversary of issuance of notice to proceed [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 10.00% | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Second anniversary of issuance of notice to proceed [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 15.00% | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Third anniversary of issuance of notice to proceed [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 15.00% | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Fourth anniversary of issuance of notice to proceed [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 25.00% | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Long-term Commercial Bonus Pool, Shares | 18,000,000 | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | Average 120-day closing stock price is $25 per share [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 50.00% | ||||||||
Award Vesting Price Hurdle | $25 | ||||||||
Long Term Commercial Stock Price Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | Average 120-day closing stock price is $35 per share [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 50.00% | ||||||||
Award Vesting Price Hurdle | $35 | ||||||||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage Of Original Contract Price | 60.00% | ||||||||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | First performance milestone achieved upon closing of 2013 Sabine Pass Liquefaction Credit Facilities [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 30.00% | ||||||||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | Payment of 60% of total cost for EPC Contract (Train 3 and Train 4) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 20.00% | ||||||||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | Substantial completion of construction of Train 4 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 20.00% | ||||||||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | First anniversary of substantial completion of construction of Train 4 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award Vesting Percentage | 30.00% |
ShareBased_Compensation_Schedu
Share-Based Compensation - Schedule of Nonvested Share Activity (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-vested shares at January 1, 2014 | 15,081,000 | ||
Non-vested at January 1, 2014, Weighted Average Grant Date Fair Value Per Share | $19.40 | ||
Granted, shares | 549,774 | 18,860,000 | 10,293,000 |
Granted, Weighted Average Grant Date Fair Value Per Share | $60.09 | $21.89 | $14.06 |
Vested, shares | -4,428,000 | ||
Vested, Weighted Average Grant Date Fair Value Per Share | $18.99 | $19.40 | $12.76 |
Forfeited, shares | -726,000 | ||
Forfeited, Weighted Average Grant Date Fair Value Per Share | $21.54 | ||
Non-vested shares at December 31, 2014 | 10,477,000 | 15,081,000 | |
Non-vested at December 31, 2014, Weighted Average Grant Date Fair Value Per Share | $21.56 | $19.40 |
ShareBased_Compensation_Schedu1
Share-Based Compensation - Schedule of Stock Options Activity (Details) (Stock Options [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Stock Options [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Outstanding, Number of options | 480 | |
Outstanding, Weighted Average Exercise Price | $30.73 | |
Outstanding, Weighted Average Remaining Contractual Term, years | 9 months 22 days | 1 year 3 months 27 days |
Outstanding, Aggregate Intrinsic Value | $5,947 | |
Granted, Number of options | 0 | |
Granted, Weighted Average Exercise Price | $0 | |
Exercised, Number of options | -387 | |
Exercised, Weighted Average Exercise Price | $29.50 | |
Forfeited or Expired, Number of options | 0 | |
Forfeited or Expired, Weighted Average Exercise Price | $0 | |
Outstanding, Number of options | 93 | 480 |
Outstanding, Weighted Average Exercise Price | $35.81 | $30.73 |
Outstanding, Weighted Average Remaining Contractual Term, years | 9 months 22 days | 1 year 3 months 27 days |
Outstanding, Aggregate Intrinsic Value | 3,224 | 5,947 |
Exercisable at December 31, 2014, Number of options | 93 | |
Exercisable at December 31, 2014, Weighted Average Exercise Price | $35.81 | |
Exercisable at December 31, 2014, Weighted Average Remaining Contractual Term | 9 months 22 days | |
Exercisable at December 31, 2014, Intrinsic Value | $3,224 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Defined Contribution Plan, Contributions | $3,600,000 | $2,300,000 | $1,400,000 |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $0 |
Leases_Narrative_Details
Leases - Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | 1 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2009 | Jun. 30, 2013 | Feb. 28, 2005 |
item | lease | acre | ||||
Operating Leased Assets [Line Items] | ||||||
Operating Leases, Rent Expense | $19.10 | $13.90 | $12.90 | |||
Land [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating Leases, Rent Expense | $3 | $2.70 | $2.30 | |||
Sabine Pass LNG, LP [Member] | Land [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of Leases | 3 | |||||
Property Lease Term | 30 years | |||||
Number of Amended Land Leases | 2 | |||||
Number Of Available Lease Extensions | 6 | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 10 years | |||||
Acreage under lease | 883 | 853 | ||||
Sabine Pass Liquefaction [Member] | Land [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Property Lease Term | 5 years | |||||
Number Of Available Lease Extensions | 5 | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 1 year | |||||
Acreage under lease | 80.7 | |||||
Sabine Pass Liquefaction [Member] | Land2 [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Property Lease Term | 30 years | |||||
Number Of Available Lease Extensions | 6 | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 10 years | |||||
Review Period for Inflation Adjustment | 5 years | |||||
Acreage under lease | 80.6 | |||||
Corpus Christi Liquefaction [Member] | Land [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Property Lease Term | 1 year 11 months | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 4 years 11 months | |||||
Acreage under lease | 110 | |||||
Sabine Pass Tug Services, LLC [Member] | Tug Boat [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Property Lease Term | 10 years | |||||
Number Of Available Lease Extensions | 2 | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||||
Sabine Pass Tug Services, LLC [Member] | Tug Boat Lease Sharing Agreement [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Number Of TUA Customers | 3 | |||||
Cheniere Marketing, LLC [Member] | LNG Vessel [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of Leases | 3 | |||||
Property Lease Term | 5 years | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 2 years | |||||
Number of Ship Owners | 2 |
Leases_Future_Annual_Minimum_L
Leases - Future Annual Minimum Lease Payments (Details) (USD $) | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | ||
2015 | $35,912,000 | [1] |
2016 | 97,367,000 | [1] |
2017 | 109,500,000 | [1] |
2018 | 101,742,000 | [1] |
2019 | 101,109,000 | [1] |
Thereafter | 296,813,000 | [1],[2] |
Total | 742,443,000 | [1] |
Sabine Pass LNG, LP [Member] | Tug Boat Lease Sharing Agreement [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | $16,300,000 | |
[1] | Operating leases primarily relate to LNG vessel time charters, land site and tug leases. Lease payments for Sabine Pass LNG’s tug boat lease represent its lease payment obligation and do not take into account the payments Sabine Pass LNG will receive from third-party TUA customers that effectively offset $16.3 million, or two-thirds, of Sabine Pass LNG’s lease payment obligations, as discussed below. | |
[2] | Includes certain lease option renewals as they are reasonably assured. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
Share data in Millions, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2014 | Feb. 01, 2013 | Feb. 10, 2015 | Jan. 31, 2013 |
item | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Restricted net assets of consolidated subsidiaries | $2,641,000,000 | ||||
Loss Contingency, New Claims Filed, Number | 4 | ||||
Loss Contingency, Range of Possible Loss, Maximum | 43,000,000 | ||||
Sabine Pass Liquefaction [Member] | Fixed Price Contract Trains 1 Through 4 [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Contract volumes, in MMBtu per year | 834,000,000 | ||||
Sabine Pass Liquefaction [Member] | Fixed Price Contract Train 5 [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Contract volumes, in MMBtu per year | 196,000,000 | ||||
Corpus Christi Liquefaction [Member] | Fixed Price Contract Trains 1 Through 4 [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Contract volumes, in MMBtu per year | 438,700,000 | ||||
Bechtel EPC Contract - Train One And Two [Member] | Sabine Pass Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Long-term Purchase Commitment, Amount | 3,900,000,000 | ||||
Bechtel EPC Contract - Train One And Two [Member] | Corpus Christi Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Contract Termination Convenience Penalty | 2,500,000 | ||||
Bechtel EPC Contract - Train Three And Four [Member] | Sabine Pass Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Long-term Purchase Commitment, Amount | 3,800,000,000 | ||||
Bechtel EPC Contract - Train One [Member] | Corpus Christi Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Long-term Purchase Commitment, Amount | 7,100,000,000 | ||||
Bechtel EPC Contract - Train Two [Member] | Corpus Christi Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Long-term Purchase Commitment, Amount | 2,400,000,000 | ||||
Maximum [Member] | Bechtel EPC Contract - Train One And Two [Member] | Sabine Pass Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Contract Termination Convenience Penalty | 30,000,000 | ||||
Maximum [Member] | Bechtel EPC Contract - Train One And Two [Member] | Corpus Christi Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Contract Termination Convenience Penalty | 30,000,000 | ||||
Maximum [Member] | Bechtel EPC Contract - Train Three And Four [Member] | Sabine Pass Liquefaction [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Contract Termination Convenience Penalty | 30,000,000 | ||||
2011 Incentive Plan [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
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 | ||||
Term Gas Supply Derivatives [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Derivative, Notional Amount, in MMBtu | 1,249,400,000 | ||||
Term Gas Supply Derivatives [Member] | Maximum [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Derivative, Term of Contract | 7 years | ||||
Term Gas Supply Derivatives [Member] | Minimum [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Derivative, Term of Contract | 1 year | ||||
Subsequent Event [Member] | |||||
Schedule of Commitments and Contingencies [Line Items] | |||||
Loss Contingency, Damages Sought, Value | $43,000,000 |
Business_Segment_Information_D
Business Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues (losses) from external customers | $65,952 | $66,807 | $67,645 | $67,550 | $66,420 | $67,710 | $67,177 | $65,906 | $267,954 | [1] | $267,213 | [1] | $266,220 | [1] | ||
Intersegment revenues (losses) | 0 | [2],[3] | 0 | [2],[3] | 0 | [2],[3] | ||||||||||
Depreciation expense | 64,258 | 61,209 | 66,407 | |||||||||||||
Income (loss) from operations | -102,463 | -61,358 | -62,135 | -47,612 | -79,379 | -45,876 | -136,278 | -67,454 | -273,568 | -328,986 | -75,832 | |||||
Interest expense, net | -181,236 | -178,400 | -200,811 | |||||||||||||
Loss before income taxes and non-controlling interest | -687,734 | [4] | -554,423 | [4] | -345,637 | [4] | ||||||||||
Share-based compensation | 110,229 | 283,881 | 61,047 | |||||||||||||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | 76,819 | |||||||||||
Total assets | 12,573,683 | 9,673,237 | 12,573,683 | 9,673,237 | 4,639,085 | |||||||||||
Expenditures for additions to long-lived assets | 2,847,815 | 3,232,271 | 1,234,715 | |||||||||||||
LNG terminal business [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues (losses) from external customers | 267,606 | [1] | 265,409 | [1] | 265,900 | [1] | ||||||||||
Intersegment revenues (losses) | -779 | [2],[3] | 2,983 | [2],[3] | 8,137 | [2],[3] | ||||||||||
Depreciation expense | 58,883 | 58,099 | 62,547 | |||||||||||||
Income (loss) from operations | -91,179 | -121,698 | 5,176 | |||||||||||||
Interest expense, net | -177,400 | -182,003 | -218,143 | |||||||||||||
Loss before income taxes and non-controlling interest | -480,366 | [4] | -350,734 | [4] | -255,000 | [4] | ||||||||||
Share-based compensation | 14,129 | 29,805 | 7,539 | |||||||||||||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | 76,819 | |||||||||||
Total assets | 10,580,612 | 8,663,795 | 10,580,612 | 8,663,795 | 4,411,396 | |||||||||||
Expenditures for additions to long-lived assets | 2,684,045 | 3,222,454 | 1,233,577 | |||||||||||||
LNG and natural gas marketing business [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues (losses) from external customers | -1,285 | [1] | 242 | [1] | -1,172 | [1] | ||||||||||
Intersegment revenues (losses) | 41,908 | [2],[3] | 45,049 | [2],[3] | 5,354 | [2],[3] | ||||||||||
Depreciation expense | 271 | 941 | 2,067 | |||||||||||||
Income (loss) from operations | -12,993 | -47,966 | -35,988 | |||||||||||||
Interest expense, net | 0 | 0 | 12 | |||||||||||||
Loss before income taxes and non-controlling interest | -14,874 | [4] | -48,851 | [4] | -36,022 | [4] | ||||||||||
Share-based compensation | 6,027 | 46,293 | 11,485 | |||||||||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | |||||||||||
Total assets | 567,460 | 62,327 | 567,460 | 62,327 | 62,797 | |||||||||||
Expenditures for additions to long-lived assets | 1,888 | 39 | -374 | |||||||||||||
Corporate and Other [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Revenues (losses) from external customers | 1,633 | [1],[5] | 1,562 | [1],[5] | 1,492 | [1],[5] | ||||||||||
Intersegment revenues (losses) | -41,129 | [2],[3],[5] | -48,032 | [2],[3],[5] | -13,491 | [2],[3],[5] | ||||||||||
Depreciation expense | 5,104 | [5] | 2,169 | [5] | 1,793 | [5] | ||||||||||
Income (loss) from operations | -169,396 | [5] | -159,322 | [5] | -45,020 | [5] | ||||||||||
Interest expense, net | -3,836 | [5] | 3,603 | [5] | 17,320 | [5] | ||||||||||
Loss before income taxes and non-controlling interest | -192,494 | [4],[5] | -154,838 | [4],[5] | -54,615 | [4],[5] | ||||||||||
Share-based compensation | 90,073 | [5] | 207,783 | [5] | 42,023 | [5] | ||||||||||
Goodwill | 0 | [5] | 0 | [5] | 0 | [5] | 0 | [5] | 0 | [5] | ||||||
Total assets | 1,425,611 | [5] | 947,115 | [5] | 1,425,611 | [5] | 947,115 | [5] | 164,892 | [5] | ||||||
Expenditures for additions to long-lived assets | $161,882 | [5] | $9,778 | [5] | $1,512 | [5] | ||||||||||
Cheniere Energy Partners, LP [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
General Partner Ownership Interest Percentage | 100.00% | |||||||||||||||
Cheniere Energy Partners, LP [Member] | Cheniere Energy Partners LP Holdings, LLC [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Limited Partner ownership percentage | 55.90% | |||||||||||||||
Cheniere Energy Partners LP Holdings, LLC [Member] | ||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 84.50% | 80.10% | 84.50% | ||||||||||||
[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. | |||||||||||||||
[2] | 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. | |||||||||||||||
[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] | 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, business development, 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 $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the year for interest, net of amounts capitalized and deferred | $130,578 | $120,908 | $200,323 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | $129,842 | $154,517 | $99,751 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | |||
Feb. 17, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 16, 2015 | |
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | $9,989,969,000 | $6,585,500,000 | ||
Loss Contingency, Range of Possible Loss, Maximum | 43,000,000 | |||
Cheniere Corpus Christi Holdings, LLC [Member] | Contingent Interest Rate Derivatives [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Loss Contingency, Range of Possible Loss, Minimum | 32,100,000 | |||
Loss Contingency, Range of Possible Loss, Maximum | 45,500,000 | |||
Derivative, Notional Amount | 20,100,000 | |||
Derivative, Maturity Date | 0 years 85 months | |||
Derivative, Average Fixed Interest Rate | 2.48% | |||
Derivative, Type of Interest Rate Paid on Swap | One-month LIBOR | |||
EIG Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | 1,500,000,000 | |||
Maximum [Member] | Cheniere Corpus Christi Holdings, LLC [Member] | Contingent Interest Rate Derivatives [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Derivative, Notional Amount | $3,800,000,000 |
Quarterly_Financial_Data_unaud2
Quarterly Financial Data (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||
Revenues | $65,952 | $66,807 | $67,645 | $67,550 | $66,420 | $67,710 | $67,177 | $65,906 | $267,954 | [1] | $267,213 | [1] | $266,220 | [1] | ||||||||
Loss from operations | -102,463 | -61,358 | -62,135 | -47,612 | -79,379 | -45,876 | -136,278 | -67,454 | -273,568 | -328,986 | -75,832 | |||||||||||
Net loss | -184,022 | -104,800 | -280,710 | -122,345 | -147,747 | -122,483 | -163,904 | -124,629 | -691,877 | -558,763 | -345,641 | |||||||||||
Net loss attributable to common stockholders | ($158,613) | ($89,581) | ($201,928) | ($97,810) | ($135,229) | ($100,824) | ($154,764) | ($117,105) | ($547,932) | ($507,922) | ($332,780) | |||||||||||
Net loss per share attributable to common stockholders—basic and diluted | ($0.70) | [2] | ($0.40) | [2] | ($0.90) | [2] | ($0.44) | [2] | ($0.61) | [2] | ($0.46) | [2] | ($0.71) | [2] | ($0.54) | [2] | ($2.44) | ($2.32) | ($1.83) | |||
[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. | |||||||||||||||||||||
[2] | The sum of the quarterly net loss per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule_ICondensed_Financial_3
Schedule I—Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Non-current restricted cash and cash equivalents | $550,811 | $1,031,399 | ||
Property, plant and equipment, net | 9,246,753 | 6,454,399 | ||
Investments in affiliates | ||||
Total assets | 12,573,683 | 9,673,237 | 4,639,085 | |
Current accrued liabilities | 169,129 | 186,552 | ||
Long-term debt, net | 9,806,084 | 6,576,273 | ||
Commitments and contingencies | ||||
Stockholders’ equity (deficit) | 2,501,517 | 2,840,057 | 2,261,605 | -172,992 |
Non-controlling interest | 2,665,694 | 2,660,375 | ||
Total liabilities and equity | 12,573,683 | 9,673,237 | ||
Parent Company [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Non-current restricted cash and cash equivalents | 5,847 | 5,844 | ||
Property, plant and equipment, net | 2,596 | 0 | ||
Debt receivable—affiliates | 809,416 | 775,202 | ||
Other | 414 | 0 | ||
Investments in affiliates | ||||
Cheniere’s investment in affiliates | -25,169 | -475,957 | ||
Non-controlling interest investments in affiliates | 2,665,694 | 2,660,380 | ||
Investment in affiliates, net | 2,640,525 | 2,184,423 | ||
Total assets | 3,458,798 | 2,965,469 | ||
Current accrued liabilities | 8,086 | 104 | ||
Current debt—affiliate | 134,444 | 125,307 | ||
Long-term debt, net | 814,751 | 0 | ||
Commitments and contingencies | ||||
Stockholders’ equity (deficit) | -164,177 | 179,678 | ||
Non-controlling interest | 2,665,694 | 2,660,380 | ||
Total liabilities and equity | $3,458,798 | $2,965,469 |
Schedule_ICondensed_Financial_4
Schedule I—Condensed Financial Information of Registrant - Condensed Statements of Operations and Comprehensive Loss (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Operating costs and expenses | $541,522 | $596,199 | $342,052 | ||||||||
Interest expense, net | -181,236 | -178,400 | -200,811 | ||||||||
Equity losses of affiliates attributable to non-controlling interest | 143,945 | 50,841 | 12,861 | ||||||||
Net loss | -184,022 | -104,800 | -280,710 | -122,345 | -147,747 | -122,483 | -163,904 | -124,629 | -691,877 | -558,763 | -345,641 |
Other comprehensive income (loss) | -691,877 | -531,412 | -372,734 | ||||||||
Comprehensive loss attributable to common stockholders | -547,932 | -482,603 | -359,873 | ||||||||
Parent Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Operating costs and expenses | 8,223 | 55 | 36 | ||||||||
Interest expense, net | -4,205 | 0 | -12,883 | ||||||||
Interest expense, net—affiliates | -9,137 | -9,137 | -9,137 | ||||||||
Interest income | 3 | 0 | 0 | ||||||||
Interest income—affiliates | 34,213 | 34,213 | 34,213 | ||||||||
Equity losses of affiliates attributable to Cheniere | -416,638 | -532,942 | -344,937 | ||||||||
Equity losses of affiliates attributable to non-controlling interest | -143,945 | -50,841 | -12,861 | ||||||||
Net loss | -547,932 | -558,762 | -345,641 | ||||||||
Other comprehensive income (loss) | 0 | 27,351 | -27,093 | ||||||||
Comprehensive loss attributable to non-controlling interest | 0 | 48,809 | 12,861 | ||||||||
Comprehensive loss attributable to common stockholders | ($547,932) | ($482,602) | ($359,873) |
Schedule_ICondensed_Financial_5
Schedule I—Condensed Financial Information of Registrant - Condensed Statements of Cash Flows (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | ($124,119) | ($52,436) | ($107,840) |
Cash flows from investing activities | |||
Net cash used in investing activities | -211,987 | -29,423 | -84,534 |
Cash flows from financing activities | |||
Proceeds from issuances of long-term debt | 3,584,500 | 4,504,478 | 520,000 |
Proceeds from sale of common stock, net | 0 | 0 | 1,199,869 |
Payments related to tax withholdings for share-based compensation | -112,324 | -136,367 | -20,414 |
Repayments of long-term debt | -177,000 | -100,000 | -1,326,514 |
Excess tax benefit from share-based compensation | 3,605 | 3,385 | 0 |
Proceeds from exercise of stock options | 10,805 | 3,698 | 836 |
Net cash provided by (used in) financing activities | 1,122,847 | 840,990 | -65,075 |
Net increase (decrease) in cash and cash equivalents | 786,741 | 759,131 | -257,449 |
Cash and cash equivalents—beginning of period | 960,842 | 201,711 | 459,160 |
Cash and cash equivalents—end of period | 1,747,583 | 960,842 | 201,711 |
Parent Company [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | -240 | -5,796 | -6,699 |
Cash flows from investing activities | |||
Payments for (Proceeds from) Businesses and Interest in Affiliates | -901,329 | 139,494 | -968,962 |
Net cash used in investing activities | -901,329 | 139,494 | -968,962 |
Cash flows from financing activities | |||
Proceeds from issuances of long-term debt | 1,000,000 | 0 | 0 |
Proceeds from sale of common stock, net | 0 | 3,628 | 1,200,705 |
Payments related to tax withholdings for share-based compensation | -112,324 | -140,711 | -20,414 |
Repayments of long-term debt | 0 | 0 | -204,630 |
Excess tax benefit from share-based compensation | 3,605 | 3,385 | 0 |
Proceeds from exercise of stock options | 10,806 | 0 | 0 |
Other | -518 | 0 | 0 |
Net cash provided by (used in) financing activities | 901,569 | -133,698 | 975,661 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents—beginning of period | 0 | 0 | 0 |
Cash and cash equivalents—end of period | $0 | $0 | $0 |
Schedule_ICondensed_Financial_6
Schedule I—Condensed Financial Information of Registrant - Debt Footnote (Details) (Parent Company [Member], USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Share data in Millions, unless otherwise specified | Aug. 31, 2012 | 31-May-07 | Dec. 31, 2014 | Jan. 31, 2012 | Aug. 30, 2008 | 30-May-07 | Dec. 31, 2013 |
Condensed Financial Statements, Captions [Line Items] | |||||||
Line of Credit Facility, Current Borrowing Capacity | $250,000,000 | $400,000,000 | |||||
Stock Repurchased During Period, Shares | 9 | ||||||
Letters of Credit, Drawn Amount | 93,700,000 | ||||||
Notes Payable Affiliate [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Debt Instrument, Face Amount | 391,700,000 | ||||||
Proceeds from Related Party Debt | 391,700,000 | ||||||
Convertible Subordinated Debt [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Debt Instrument, Face Amount | 325,000,000 | ||||||
Notes Payable Affiliate [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Note—Affiliate | $134,444,000 | $125,307,000 | |||||
Line of Credit Facility, Interest Rate During Period | 9.75% |
Schedule_ICondensed_Financial_7
Schedule I—Condensed Financial Information of Registrant - Guarantees Footnote (Details) (Parent Company [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
Cheniere Marketing, LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $0 |
Guarantor Obligations, Current Carrying Value | 0 |
Sabine Pass Tug Services, LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $5,000,000 |
Number Of Tug Boats | 3 |
Number Of Tug Boat Agreement Term Renewals Available | 2 |
Term Of Available Extension | 5 years |
Schedule_ICondensed_Financial_8
Schedule I—Condensed Financial Information of Registrant - Supplemental Cash Flow Information Footnote (Details) (Parent Company [Member], USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Parent Company [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Non-cash capital contributions | ($560,583) | [1] | ($583,788) | [1] | ($357,798) | [1] |
[1] | Amounts represent equity losses of affiliates and non-controlling interest not funded by Cheniere |