Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 20, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CHENIERE ENERGY INC | |
Entity Central Index Key | 3,570 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 236,032,655 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 1,340,262 | $ 1,747,583 |
Restricted cash | 652,225 | 481,737 |
Accounts and interest receivable | 6,645 | 4,419 |
LNG inventory | 9,032 | 4,294 |
Other current assets | 78,108 | 20,844 |
Total current assets | 2,086,272 | 2,258,877 |
Non-current restricted cash | 118,909 | 550,811 |
Property, plant and equipment, net | 15,225,250 | 9,246,753 |
Debt issuance costs, net | 640,399 | 242,323 |
Non-current derivative assets | 30,770 | 11,744 |
Goodwill | 76,819 | 76,819 |
Other non-current assets | 273,840 | 186,356 |
Total assets | 18,452,259 | 12,573,683 |
Current liabilities | ||
Accounts payable | 11,558 | 13,426 |
Accrued liabilities | 457,901 | 169,129 |
Deferred revenue | 26,653 | 26,655 |
Derivative liabilities | 33,839 | 23,247 |
Other current liabilities | 268 | 18 |
Total current liabilities | 530,219 | 232,475 |
Long-term debt, net | 15,835,910 | 9,806,084 |
Non-current deferred revenue | 10,500 | 13,500 |
Non-current derivative liabilities | 125,473 | 267 |
Other non-current liabilities | $ 85,226 | $ 19,840 |
Commitments and contingencies (see Note 11) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 5.0 million shares authorized, none issued | $ 0 | $ 0 |
Common stock, $0.003 par value, Authorized: 480.0 million shares at September 30, 2015 and December 31, 2014; Issued and outstanding: 236.0 million and 236.7 million shares at September 30, 2015 and December 31, 2014, respectively | 708 | 712 |
Treasury stock: 11.2 million shares and 10.6 million shares at September 30, 2015 and December 31, 2014, respectively, at cost | (337,057) | (292,752) |
Additional paid-in-capital | 3,029,317 | 2,776,702 |
Accumulated deficit | (3,332,851) | (2,648,839) |
Total stockholders’ deficit | (639,883) | (164,177) |
Non-controlling interest | 2,504,814 | 2,665,694 |
Total equity | 1,864,931 | 2,501,517 |
Total liabilities and equity | $ 18,452,259 | $ 12,573,683 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000 | 5,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.003 | $ 0.003 |
Common Stock, Shares Authorized | 480,000 | 480,000 |
Common Stock, Shares, Issued | 236,044 | 236,745 |
Common Stock, Shares, Outstanding | 236,044 | 236,745 |
Treasury Stock, Shares | 11,248 | 10,596 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues | |||||
LNG terminal revenues | $ 67,212 | $ 66,983 | $ 202,698 | $ 200,243 | |
Marketing and trading revenues (losses) | (1,557) | (499) | (1,601) | 482 | |
Other | 404 | 323 | 1,356 | 1,277 | |
Total revenues | [1] | 66,059 | 66,807 | 202,453 | 202,002 |
Operating costs and expenses | |||||
Operating and maintenance expense (income) | (6,251) | 25,908 | 49,319 | 69,262 | |
Depreciation expense | 21,638 | 16,189 | 59,561 | 48,962 | |
Development expense | 4,935 | 11,544 | 37,640 | 38,919 | |
General and administrative expense | 97,332 | 74,255 | 263,205 | 215,783 | |
Other | 479 | 75 | 920 | 245 | |
Total operating costs and expenses | 118,133 | 127,971 | 410,645 | 373,171 | |
Loss from operations | (52,074) | (61,164) | (208,192) | (171,169) | |
Other income (expense) | |||||
Interest expense, net of capitalized interest | (93,566) | (46,884) | (238,664) | (130,943) | |
Loss on early extinguishment of debt | 0 | 0 | (96,273) | (114,335) | |
Derivative gain (loss), net | (161,482) | 5,379 | (242,123) | (89,222) | |
Other income (expense) | (39) | (160) | 616 | (39) | |
Total other expense | (255,087) | (41,665) | (576,444) | (334,539) | |
Loss before income taxes and non-controlling interest | [2] | (307,161) | (102,829) | (784,636) | (505,708) |
Income tax benefit (expense) | 69 | (1,971) | (102) | (2,147) | |
Net loss | (307,092) | (104,800) | (784,738) | (507,855) | |
Less: net loss attributable to non-controlling interest | (9,284) | (15,219) | (100,726) | (118,536) | |
Net loss attributable to common stockholders | $ (297,808) | $ (89,581) | $ (684,012) | $ (389,319) | |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.31) | $ (0.40) | $ (3.02) | $ (1.74) | |
Weighted average number of common shares outstanding—basic and diluted | 227,126 | 224,309 | 226,648 | 223,710 | |
[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 Statement of Stock
Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2014 | 236,745 | 236,745 | ||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2014 | 10,596 | 10,596 | ||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2014 | $ 2,501,517 | $ 712 | $ (292,752) | $ 2,776,702 | $ (2,648,839) | $ 2,665,694 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, shares | 67 | 0 | ||||
Exercise of stock options | 2,279 | $ 0 | $ 0 | 2,279 | 0 | 0 |
Issuances of restricted stock, shares | 19 | 0 | ||||
Issuances of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | (152) | 17 | ||||
Forfeitures of restricted stock | 0 | $ 1 | $ 0 | 1 | 0 | 0 |
Share-based compensation | 50,582 | $ 0 | $ 0 | 50,582 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (635) | 635 | ||||
Shares repurchased related to share-based compensation | 44,305 | $ 3 | $ 44,305 | 3 | 0 | 0 |
Excess tax benefit from share-based compensation | 1,424 | 0 | 0 | 1,424 | 0 | 0 |
Equity portion of issuance of convertible notes, net | 198,326 | 0 | 0 | 198,326 | 0 | 0 |
Loss attributable to non-controlling interest | (100,726) | 0 | 0 | 0 | 0 | (100,726) |
Distributions to non-controlling interest | (60,154) | 0 | 0 | 0 | 0 | (60,154) |
Net loss | $ (684,012) | $ 0 | $ 0 | 0 | (684,012) | 0 |
Common Stock, Shares, Outstanding, End of Period at Sep. 30, 2015 | 236,044 | 236,044 | ||||
Treasury Stock, Shares, End of Period at Sep. 30, 2015 | 11,248 | 11,248 | ||||
Stockholders' Equity, End of Period at Sep. 30, 2015 | $ 1,864,931 | $ 708 | $ (337,057) | $ 3,029,317 | $ (3,332,851) | $ 2,504,814 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (784,738) | $ (507,855) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash LNG inventory write-downs | 17,826 | 23,505 |
Depreciation expense | 59,561 | 48,962 |
Share-based compensation | 90,412 | 84,449 |
Amortization of debt issuance costs and discount (premium) | 36,782 | 10,971 |
Loss on early extinguishment of debt | 96,273 | 114,335 |
Total losses on derivatives, net | 208,769 | 89,286 |
Net cash used for settlement of derivative instruments | (94,170) | (19,745) |
Other | 1,406 | (1,975) |
Changes in restricted cash for certain operating activities | 92,589 | 102,851 |
Changes in operating assets and liabilities: | ||
Accounts and interest receivable | (2,226) | (18,899) |
LNG inventory | (22,564) | (26,908) |
Accounts payable and accrued liabilities | 10,656 | 62,797 |
Deferred revenue | (3,003) | (2,955) |
Other, net | 17,850 | 131 |
Net cash used in operating activities | (274,577) | (41,050) |
Cash flows from investing activities | ||
Property, plant and equipment, net | (5,747,596) | (2,047,957) |
Use of restricted cash for the acquisition of property, plant and equipment | 5,330,526 | 1,980,436 |
Other | (111,518) | (24,113) |
Net cash used in investing activities | (528,588) | (91,634) |
Cash flows from financing activities | ||
Proceeds from issuances of long-term debt | 6,178,000 | 2,584,500 |
Repayments of long-term debt | 0 | (177,000) |
Debt issuance and deferred financing costs | (519,699) | (94,220) |
Investment in restricted cash | (5,161,701) | (2,254,733) |
Distributions and dividends to non-controlling interest | (60,154) | (59,478) |
Proceeds from exercise of stock options | 2,279 | 9,502 |
Payments related to tax withholdings for share-based compensation | (44,305) | (44,516) |
Other | 1,424 | (557) |
Net cash provided by (used in) financing activities | 395,844 | (36,502) |
Net decrease in cash and cash equivalents | (407,321) | (169,186) |
Cash and cash equivalents—beginning of period | 1,747,583 | 960,842 |
Cash and cash equivalents—end of period | $ 1,340,262 | $ 791,656 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying unaudited Consolidated Financial Statements of Cheniere have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, results of operations or cash flows. Results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2015 . For further information, refer to the Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 . |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | RESTRICTED CASH Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. Restricted cash includes the following: SPLNG Senior Notes Debt Service Reserve SPLNG 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 SPLNG Senior Notes”) and $420.0 million of 6.50% Senior Secured Notes due 2020 (the “2020 SPLNG Senior Notes” and collectively with the 2016 SPLNG Senior Notes, the “SPLNG Senior Notes”) . Under the indentures governing the SPLNG Senior Notes (the “SPLNG Indentures”) , except for permitted tax distributions, SPLNG may not make distributions until certain conditions are satisfied, including: (1) there must be on deposit in an interest payment account an amount equal to one-sixth of the semi-annual interest payment multiplied by the number of elapsed months since the last semi-annual interest payment, and (2) there must be on deposit in a permanent debt service reserve fund an amount equal to one semi-annual interest payment. Distributions are permitted only after satisfying the foregoing funding requirements, a fixed charge coverage ratio test of 2 :1 and other conditions specified in the SPLNG Indentures . As of September 30, 2015 and December 31, 2014 , we classified $53.0 million and $15.0 million , respectively, as current restricted cash for the payment of current interest due. As of both September 30, 2015 and December 31, 2014 , we classified the permanent debt service reserve fund of $76.1 million as non-current restricted cash. These cash accounts are controlled by a collateral trustee; therefore, these amounts are shown as restricted cash on our Consolidated Balance Sheets. SPL Reserve During 2013, SPL entered into four credit facilities aggregating $5.9 billion (collectively, the “2013 SPL Credit Facilities”) . In June 2015, SPL entered into four credit facilities aggregating $4.6 billion (collectively, the “2015 SPL Credit Facilities”) , which replaced the 2013 SPL Credit Facilities . Under the terms and conditions of the 2015 SPL Credit Facilities (and previously the 2013 SPL Credit Facilities ), SPL is required to deposit all cash received into reserve accounts controlled by a collateral trustee. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the natural gas liquefaction facilities that are being developed and constructed in Cameron Parish, Louisiana (the “SPL Project”) ; therefore, these amounts are shown as restricted cash on our Consolidated Balance Sheets. During 2013, SPL issued an aggregate principal amount of $2.0 billion , before premium, of 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) , $1.0 billion of 6.25% Senior Secured Notes due 2022 (the “2022 SPL Senior Notes”) and $1.0 billion of 5.625% Senior Secured Notes due 2023 (the “Initial 2023 SPL Senior Notes”) . During 2014, SPL issued an aggregate principal amount of $2.0 billion of 5.75% Senior Secured Notes due 2024 (the “2024 SPL Senior Notes”) and additional 5.625% Senior Secured Notes due 2023 in an aggregate principal amount of $0.5 billion , before premium (the “Additional 2023 SPL Senior Notes” and collectively with the Initial 2023 SPL Senior Notes, the “2023 SPL Senior Notes”) . In March 2015, SPL issued an aggregate principal amount of $2.0 billion of 5.625% Senior Secured Notes due 2025 (the “2025 SPL Senior Notes” and collectively with the 2021 SPL Senior Notes, the 2022 SPL Senior Notes, the 2023 SPL Senior Notes and the 2024 SPL Senior Notes, the “SPL Senior Notes”) . The use of cash proceeds from the SPL Senior Notes is restricted to the payment of liabilities related to the SPL Project ; therefore, these amounts are shown as restricted cash on our Consolidated Balance Sheets. See Note 7—Long-Term Debt for additional details about our long-term debt. As of September 30, 2015 and December 31, 2014 , we classified $327.2 million and $155.8 million , respectively, as current restricted cash held by SPL for the payment of current liabilities, including interest payments, related to the SPL Project and zero and $457.1 million , respectively, as non-current restricted cash held by SPL for future SPL Project construction costs. CTPL Reserve In May 2013, CTPL entered into a $400.0 million term loan facility (the “CTPL Term Loan”) . As of September 30, 2015 and December 31, 2014 , we classified $11.3 million and $24.9 million , respectively, as current restricted cash held by CTPL for the payment of current liabilities and zero and $11.3 million , respectively, as non-current restricted cash held by CTPL, because the usage and withdrawal of such funds is primarily restricted to the payment of liabilities related to modifications of the 94 -mile pipeline which interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines (the “Creole Trail Pipeline”) 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. CTPL is required to pay annual fees to the administrative and collateral agents. CCH Reserve In May 2015, CCH entered into a credit facility agreement for an aggregate commitment of approximately $11.5 billion (the “2015 CCH Credit Facility”) , comprising approximately $8.4 billion linked to the first stage (“Stage 1”) of the natural gas liquefaction and export facility and pipeline facility near Corpus Christi, Texas (the “CCL Project”) and approximately $3.1 billion linked to the second stage (“Stage 2”) of the CCL Project . Stage 1 includes Trains 1 and 2, two LNG storage tanks, one complete marine berth and second partial berth and all of the project’s necessary infrastructure facilities. The pipeline facility is a 23 -mile, 48 ” natural gas pipeline that will interconnect the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline”) . Stage 2 includes Train 3, one LNG storage tank and the completion of the second partial berth. Under the terms and conditions of the 2015 CCH Credit Facility, all cash reserved to pay interest during construction is controlled by a collateral agent. These funds can only be released by the collateral agent upon satisfaction of certain terms and conditions and are classified as restricted on our Consolidated Balance Sheets. CCH is required to pay annual fees to the administrative and collateral agents. As of September 30, 2015 , we classified $35.6 million and $35.7 million as current restricted cash and non-current restricted cash, respectively, held by CCH. Other Restricted Cash As of September 30, 2015 and December 31, 2014 , $171.4 million and $250.1 million , respectively, of cash was held by SPLNG, Cheniere Partners and Cheniere Holdings that was restricted to Cheniere. In addition, as of September 30, 2015 and December 31, 2014 , $53.7 million and $35.9 million , respectively, had been classified as current restricted cash, and as of September 30, 2015 and December 31, 2014 , $7.1 million and $6.3 million , respectively, had been classified as non-current restricted cash on our Consolidated Balance Sheets due to various other contractual restrictions. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
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): September 30, December 31, 2015 2014 LNG terminal costs LNG terminal $ 2,478,167 $ 2,269,429 LNG terminal construction-in-process 12,887,040 7,155,046 LNG site and related costs, net 32,823 9,395 Accumulated depreciation (397,758 ) (350,497 ) Total LNG terminal costs, net 15,000,272 9,083,373 Fixed assets and other Computer and office equipment 11,197 7,464 Furniture and fixtures 16,737 10,733 Computer software 64,432 46,882 Leasehold improvements 38,573 36,067 Land 60,984 55,522 Other 65,138 36,881 Accumulated depreciation (32,083 ) (30,169 ) Total fixed assets and other, net 224,978 163,380 Property, plant and equipment, net $ 15,225,250 $ 9,246,753 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2015 | |
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 price risk attributable to future: (1) sales of our LNG inventory and (2) purchases of natural gas to operate the Sabine Pass LNG terminal (“Natural Gas Derivatives”) ; • commodity derivatives consisting of natural gas purchase agreements and associated economic hedges to secure natural gas feedstock for the SPL Project (“Liquefaction Supply Derivatives”) ; • financial derivatives to hedge the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG (“LNG Trading Derivatives”) ; • interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the 2015 SPL Credit Facilities (and previously the 2013 SPL Credit Facilities ) (“SPL Interest Rate Derivatives”) ; and • interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the 2015 CCH Credit Facility (“CCH Interest Rate Derivatives” and, collectively with the SPL Interest Rate Derivatives, the “Interest Rate Derivatives”) . None of our derivative instruments are designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations . The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , which are classified as other current assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of September 30, 2015 December 31, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Natural Gas Derivatives asset $ — $ 97 $ — $ 97 $ — $ 219 $ — $ 219 Liquefaction Supply Derivatives asset — — 32,546 32,546 — — 342 342 LNG Trading Derivatives asset — 113 — 113 — — — — SPL Interest Rate Derivatives liability — (15,738 ) — (15,738 ) — (12,036 ) — (12,036 ) CCH Interest Rate Derivatives liability — (143,092 ) — (143,092 ) — — — — The estimated fair values of our Natural Gas Derivatives and the economic hedges related to the LNG Trading 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 the 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 substantially all of the Liquefaction Supply Derivatives is developed through the use of internal models which are impacted by inputs that are unobservable in the marketplace. As a result, the fair value of the Liquefaction Supply Derivatives is designated as Level 3 within the valuation hierarchy. The curves used to generate the fair value of the Liquefaction Supply Derivatives are based on basis adjustments applied to forward curves for a liquid trading point. In addition, there may be observable liquid market basis information in the near term, but terms of a particular Liquefaction Supply Derivatives contract may exceed the period for which such information is available, resulting in a Level 3 classification. In these instances, the fair value of the contract incorporates extrapolation assumptions made in the determination of the market basis price for future delivery periods in which applicable commodity basis prices were either not observable or lacked corroborative market data. Internal fair value models 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 September 30, 2015 and December 31, 2014 , some of the Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure has not been developed to accommodate marketable physical gas flow. In the absence of infrastructure to accommodate marketable physical gas flow, our internal fair value models are based on a market price that equates to our own contractual pricing due to: (1) the inactive and unobservable market and (2) conditions precedent and their impact on the uncertainty in the timing of our actual receipt of the physical volumes associated with each forward. The fair value of the Liquefaction Supply Derivatives is predominantly driven by market commodity basis prices and our assessment of the associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. Upon the completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow, we recognize a gain or loss based on the fair value of the respective natural gas purchase agreements as of the reporting date. There were no transfers into or out of Level 3 Liquefaction Supply Derivatives for the three and nine months ended September 30, 2015 and 2014 . As all of the physical Liquefaction Supply Derivatives are either purely index-priced or index-priced with a fixed basis, we do not believe that a significant change in market commodity prices would have a material impact on our Level 3 fair value measurements. The following table includes quantitative information for the unobservable inputs for the Level 3 Liquefaction Supply Derivatives as of September 30, 2015 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $32,546 Income Approach Basis Spread $ (0.350) - $0.050 Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for net settlement. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Commodity Derivatives We recognize all commodity derivative instruments, including our Natural Gas Derivatives , Liquefaction Supply Derivatives and LNG Trading 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: September 30, 2015 December 31, 2014 Natural Gas Derivatives (1) Liquefaction Supply Derivatives LNG Trading Derivatives Total Natural Gas Derivatives (1) Liquefaction Supply Derivatives LNG Trading Derivatives Total Balance Sheet Location Other current assets $ 97 $ 2,371 $ — $ 2,468 $ 219 $ 76 $ — $ 295 Non-current derivative assets — 30,657 113 30,770 — 586 — 586 Total derivative assets 97 33,028 113 33,238 219 662 — 881 Derivative liabilities — (349 ) — (349 ) — (53 ) — (53 ) Non-current derivative liabilities — (133 ) — (133 ) — (267 ) — (267 ) Total derivative liabilities — (482 ) — (482 ) — (320 ) — (320 ) Derivative asset, net $ 97 $ 32,546 $ 113 $ 32,756 $ 219 $ 342 $ — $ 561 (1) Does not include collateral of $5.6 million and $5.7 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 , respectively. The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Location 2015 2014 2015 2014 Natural Gas Derivatives loss Marketing and trading revenues (losses) $ (152 ) $ (525 ) $ (260 ) $ (155 ) Natural Gas Derivatives gain (loss) Operating and maintenance expense (income) 857 194 1,317 (64 ) Liquefaction Supply Derivatives gain (1) Operating and maintenance expense (income) 32,103 — 32,184 — LNG Trading Derivatives gain Marketing and trading revenues (losses) 113 — 113 — (1) There were no physical settlements during the reporting period. Natural Gas Derivatives Our Natural Gas Derivatives are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. We are required by these financial institutions to use margin deposits as credit support for our Natural Gas Derivatives activities. Liquefaction Supply Derivatives SPL has entered into index-based physical natural gas supply contracts and associated economic hedges to secure natural gas feedstock for the SPL Project . The terms of the physical 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 SPL Project . We recognize the Liquefaction Supply Derivatives as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of the Liquefaction Supply Derivatives are reported in earnings. As of September 30, 2015 , SPL has secured up to approximately 2,156.6 million MMBtu of natural gas feedstock through long-term natural gas purchase agreements, of which the forward notional natural gas buy position of the Liquefaction Supply Derivatives was approximately 1,244.1 million MMBtu , which were recorded as derivatives due to minimum purchase requirements. LNG Trading Derivatives As of September 30, 2015 , we have entered into certain LNG Trading Derivatives representing a short position of 1.5 million MMBtu , and we may from time to time enter into certain financial derivatives in the form of swaps, forwards, options or futures to economically hedge exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG. We have entered into LNG Trading Derivatives to secure a fixed price position to minimize future cash flow variability associated with such LNG transactions. Interest Rate Derivatives SPL Interest Rate Derivatives SPL has entered into SPL Interest Rate Derivatives to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the 2015 SPL Credit Facilities . The SPL Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2015 SPL Credit Facilities . In March 2015, SPL settled a portion of the SPL Interest Rate Derivatives and recognized a derivative loss of $34.7 million within our Consolidated Statements of Operations in conjunction with the termination of approximately $1.8 billion of commitments under the 2013 SPL Credit Facilities as discussed in Note 7—Long-Term Debt . In May 2014, SPL settled a portion of the SPL Interest Rate Derivatives and recognized a derivative loss of $9.3 million within our Consolidated Statements of Operations in conjunction with the early termination of approximately $2.1 billion of commitments under the 2013 SPL Credit Facilities . CCH Interest Rate Derivatives In February 2015, CCH entered into CCH Interest Rate Derivatives to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the 2015 CCH Credit Facility. The CCH Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2015 CCH Credit Facility. The CCH Interest Rate Derivatives have a seven -year term and were contingent upon reaching a final investment decision with respect to the CCL Project , which was reached in May 2015. Upon meeting the contingency related to the CCH Interest Rate Derivatives in May 2015, we paid $50.1 million related to contingency and syndication premiums, which is included in derivative gain (loss), net on our Consolidated Statements of Operations . As of September 30, 2015 , we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received SPL Interest Rate Derivatives $20.0 million $628.8 million August 14, 2012 July 31, 2019 1.98% One-month LIBOR CCH Interest Rate Derivatives $28.8 million $5.5 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR The following table (in thousands) shows the fair value and location of the Interest Rate Derivatives on our Consolidated Balance Sheets: September 30, 2015 December 31, 2014 SPL Interest Rate Derivatives CCH Interest Rate Derivatives Total SPL Interest Rate Derivatives CCH Interest Rate Derivatives Total Balance Sheet Location Non-current derivative assets $ — $ — $ — $ 11,158 $ — $ 11,158 Derivative liabilities (7,039 ) (26,451 ) (33,490 ) (23,194 ) — (23,194 ) Non-current derivative liabilities (8,699 ) (116,641 ) (125,340 ) — — — Total derivative liabilities (15,738 ) (143,092 ) (158,830 ) (23,194 ) — (23,194 ) Derivative liability, net $ (15,738 ) $ (143,092 ) $ (158,830 ) $ (12,036 ) $ — $ (12,036 ) The following table (in thousands) shows the changes in the fair value and settlements of the Interest Rate Derivatives , including contingency and syndication premiums related to the CCH Interest Rate Derivatives , recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the three and nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 SPL Interest Rate Derivatives gain (loss) $ (10,872 ) $ 5,379 $ (46,541 ) $ (89,222 ) CCH Interest Rate Derivatives loss (150,610 ) — (195,582 ) — Balance Sheet Presentation Our Commodity Derivatives 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 Offsetting Derivative Assets (Liabilities) As of September 30, 2015 Natural Gas Derivatives $ 513 $ (416 ) $ 97 Liquefaction Supply Derivatives 33,028 — 33,028 Liquefaction Supply Derivatives (482 ) — (482 ) LNG Trading Derivatives 113 — 113 SPL Interest Rate Derivatives (15,738 ) — (15,738 ) CCH Interest Rate Derivatives (143,092 ) — (143,092 ) As of December 31, 2014 Natural Gas Derivatives 223 (4 ) 219 Liquefaction Supply Derivatives 662 — 662 Liquefaction Supply Derivatives (320 ) — (320 ) SPL Interest Rate Derivatives 11,158 — 11,158 SPL Interest Rate Derivatives (23,194 ) — (23,194 ) |
Non-Controlling Interest
Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | NON-CONTROLLING INTEREST Cheniere Holdings was formed by us to hold our limited partner interest in Cheniere Partners and in December 2013, completed its initial public offering. Additionally, in November 2014, Cheniere Holdings sold 10.1 million common shares at $22.76 per common share to redeem from us the same number of common shares. As of both September 30, 2015 and December 31, 2014 , our ownership interest in Cheniere Holdings was 80.1% , with the remaining non-controlling interest held by the public. Cheniere Holdings 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, with the remaining non-controlling interest held by Blackstone CQP Holdco LP and the public. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of September 30, 2015 and December 31, 2014 , accrued liabilities consisted of the following (in thousands): September 30, December 31, 2015 2014 Interest expense and related debt fees $ 170,254 $ 112,858 Compensation and benefits 83,581 6,425 Liquefaction Project costs 181,219 22,014 LNG terminal costs 5,987 1,077 Other accrued liabilities 16,860 26,755 Total accrued liabilities $ 457,901 $ 169,129 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT As of September 30, 2015 and December 31, 2014 , our long-term debt consisted of the following (in thousands): Interest September 30, December 31, Rate 2015 2014 Long-term debt 2016 SPLNG Senior Notes 7.500% $ 1,665,500 $ 1,665,500 2020 SPLNG Senior Notes 6.500% 420,000 420,000 2021 SPL Senior Notes 5.625% 2,000,000 2,000,000 2022 SPL Senior Notes 6.250% 1,000,000 1,000,000 2023 SPL Senior Notes 5.625% 1,500,000 1,500,000 2024 SPL Senior Notes 5.750% 2,000,000 2,000,000 2025 SPL Senior Notes 5.625% 2,000,000 — 2015 SPL Credit Facilities (1) (2) 250,000 — 2021 Cheniere Convertible Unsecured Notes 4.875% 1,028,953 1,004,469 2025 CCH HoldCo II Convertible Senior Notes 11.000% 1,003,667 — 2045 Cheniere Convertible Senior Notes 4.250% 625,000 — CTPL Term Loan (3) (4) 400,000 400,000 2015 CCH Credit Facility (5) (6) 2,428,000 — SPL Working Capital Facility (7) (8) — — Total long-term debt 16,321,120 9,989,969 Long-term debt premium (discount) 2016 SPLNG Senior Notes (5,477 ) (8,998 ) 2021 SPL Senior Notes 9,090 10,177 2023 SPL Senior Notes 6,570 7,088 2021 Cheniere Convertible Unsecured Notes (174,133 ) (189,717 ) 2045 Cheniere Convertible Senior Notes (319,579 ) — CTPL Term Loan (1,681 ) (2,435 ) Total long-term debt, net $ 15,835,910 $ 9,806,084 (1) Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the SPL Project . (2) Variable interest rate, at SPL’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans range from 1.30% to 1.75% , depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is 1.75% . Interest on LIBOR loans is due and payable at the end of each LIBOR period, and interest on base rate loans is due and payable at the end of each quarter. (3) Matures on May 28, 2017 when the full amount of the outstanding principal obligations must be repaid. (4) Variable interest rate, at CTPL’s election, is LIBOR or the base rate plus the applicable margin. CTPL has historically elected LIBOR loans, for which the applicable margin is 3.25% and is due and payable at the end of each LIBOR period. (5) Matures on the earlier of May 13, 2022 or the second anniversary of the completion date of the first two Trains of the CCL Project . (6) Variable interest rate, at CCH’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of the first two Trains of the CCL Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion of the first two Trains of the CCL Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period, and interest on base rate loans is due and payable at the end of each quarter. (7) Matures on December 31, 2020, with various terms for underlying loans, as further described below under SPL Working Capital Facility . As of September 30, 2015 and December 31, 2014 , no loans were outstanding under the SPL Working Capital Facility or the SPL LC Agreement it replaced. (8) Variable interest rates, based on LIBOR or the base rate, as further described below under SPL Working Capital Facility . For the three months ended September 30, 2015 and 2014 , we incurred $286.0 million and $154.8 million of total interest cost, respectively, of which we capitalized and deferred $192.4 million and $107.9 million , respectively, including amortization of debt issuance costs, primarily related to the construction of the SPL Project in both periods and additionally the CCL Project in 2015. For the nine months ended September 30, 2015 and 2014 , we incurred $707.8 million and $423.8 million of total interest cost, respectively, of which we capitalized and deferred $469.2 million and $292.8 million , respectively, including amortization of debt issuance costs, primarily related to this construction. SPLNG Senior Notes Under the SPLNG Indentures , except for permitted tax distributions, SPLNG may not make distributions until certain conditions are satisfied as described in Note 2—Restricted Cash . During the nine months ended September 30, 2015 and 2014 , SPLNG made distributions of $267.9 million and $237.7 million , respectively, after satisfying all the applicable conditions in the SPLNG Indentures . SPL Senior Notes In March 2015, SPL issued an aggregate principal amount of $2.0 billion of the 2025 SPL Senior Notes , for which borrowings accrue interest at a fixed rate of 5.625% . The terms of the 2025 SPL Senior Notes are governed by the same common indenture with the other SPL Senior Notes . In connection with the closing of the sale of the 2025 SPL Senior Notes , SPL entered into a Registration Rights Agreement dated March 3, 2015 (the “2025 SPL Registration Rights Agreement”) . Under the terms of the 2025 SPL Registration Rights Agreement , SPL has agreed, and any future guarantors of the 2025 SPL Senior Notes will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement within 360 days after March 3, 2015 with respect to an offer to exchange any and all of the 2025 SPL Senior Notes for a like aggregate principal amount of debt securities of SPL with terms identical in all material respects to the respective 2025 SPL Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities Act of 1933, as amended (the “Securities Act”) . Under specified circumstances, SPL has also agreed, and any future guarantors will also agree, to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the 2025 SPL Senior Notes . SPL will be obligated to pay additional interest if it fails to comply with its obligations to register the 2025 SPL Senior Notes within the specified time period. 2015 SPL Credit Facilities In June 2015, SPL entered into the 2015 SPL Credit Facilities with commitments aggregating $4.6 billion . The 2015 SPL Credit Facilities are being used to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 5 of the SPL Project . Borrowings under the 2015 SPL Credit Facilities may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. As of September 30, 2015 , SPL had $4.3 billion of available commitments and $250.0 million of outstanding borrowings under the 2015 SPL Credit Facilities . SPL incurred $88.2 million of debt issuance costs in connection with the 2015 SPL Credit Facilities . In addition to interest, SPL is required to pay insurance/guarantee premiums of 0.45% per annum on any drawn amounts under the covered tranches of the 2015 SPL Credit Facilities . The 2015 SPL Credit Facilities also require SPL to pay a quarterly commitment fee calculated at a rate per annum equal to either: (1) 40% of the applicable margin, multiplied by the average daily amount of the undrawn commitment, or (2) 0.70% of the undrawn commitment, depending on the applicable 2015 SPL Credit Facility. The principal of the loans made under the 2015 SPL Credit Facilities must be repaid in quarterly installments, commencing with the earlier of June 30, 2020 and the last day of the first full calendar quarter after the completion date of Trains 1 through 5 of the SPL Project . Scheduled repayments are based upon an 18 -year amortization profile, with the remaining balance due upon the maturity of the 2015 SPL Credit Facilities . The 2015 SPL Credit Facilities contain conditions precedent for borrowings, as well as customary affirmative and negative covenants. The obligations of SPL under the 2015 SPL Credit Facilities are secured by substantially all of the assets of SPL as well as all of the membership interests in SPL on a pari passu basis with the SPL Senior Notes and the Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “SPL Working Capital Facility”) described below. Under the terms of the 2015 SPL Credit Facilities , SPL is required to hedge not less than 65% 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. 2013 SPL Credit Facilities In May 2013, SPL entered into the 2013 SPL Credit Facilities to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 4 of the SPL Project . As of December 31, 2014, SPL had no outstanding borrowings under the 2013 SPL Credit Facilities . In June 2015, the 2013 SPL Credit Facilities were replaced with the 2015 SPL Credit Facilities . In March 2015, in conjunction with SPL’s issuance of the 2025 SPL Senior Notes , SPL terminated approximately $1.8 billion of commitments under the 2013 SPL Credit Facilities . This termination and the replacement of the 2013 SPL Credit Facilities with the 2015 SPL Credit Facilities in June 2015 resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2013 SPL Credit Facilities of $96.3 million for the nine months ended September 30, 2015 . Convertible Notes 2021 Cheniere Convertible Unsecured Notes In November 2014, we issued an aggregate principal amount of $1.0 billion Convertible Unsecured Notes due 2021 (the “2021 Cheniere 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 Cheniere Convertible Unsecured Notes accrue interest at a rate of 4.875% per annum, which is payable in kind semi-annually in arrears by increasing the principal amount of the 2021 Cheniere Convertible Unsecured Notes outstanding. One year after the closing date, the 2021 Cheniere Convertible Unsecured Notes will be convertible at the option of the holder into our common stock at the then-applicable conversion rate, provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date. The initial conversion price was $93.64 and 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. As of September 30, 2015 and December 31, 2014 , the carrying value of the equity component was $196.1 million and $191.9 million , respectively. 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 9.1% and 9.2% as of September 30, 2015 and December 31, 2014 , respectively, and the remaining period over which the debt discount will be amortized was 5.7 years as of September 30, 2015 . As of September 30, 2015 , the if-converted value of the 2021 Cheniere Convertible Unsecured Notes did not exceed the principal balance. 2025 CCH HoldCo II Convertible Senior Notes In May 2015, CCH HoldCo II issued $1.0 billion aggregate principal amount of 11% Senior Secured Notes due 2025 (the “2025 CCH HoldCo II Convertible Senior Notes”) on a private placement basis in reliance on the exemption from registration provided for under section 4(a)(2) of the Securities Act . The 2025 CCH HoldCo II Convertible Senior Notes were issued pursuant to the amended and restated note purchase agreement entered into among CCH HoldCo II, EIG Management Company, LLC, The Bank of New York Mellon, the Company and the note purchasers. The $1.0 billion principal of the 2025 CCH HoldCo II Convertible Senior Notes will be used to partially fund costs associated with Stage 1 of the CCL Project and the Corpus Christi Pipeline . The purchasers have made commitments, which will expire on May 1, 2016, to acquire an additional $500 million of 2025 CCH HoldCo II Convertible Senior Notes (the “Second Phase Funding”) upon satisfaction of incremental customary conditions precedent related to the construction of Stage 2 of the CCL Project . The 2025 CCH HoldCo II Convertible Senior Notes bear interest at a rate of 11.0% per annum, which is payable quarterly in arrears. Prior to the substantial completion of Train 2 of the CCL Project , if the Second Phase Funding has not occurred, and to the substantial completion of Train 3 of the CCL Project following the occurrence of the Second Phase Funding , interest on the 2025 CCH HoldCo II Convertible Senior Notes will be paid entirely in kind. Following this date, the interest generally must be paid in cash; however, a portion of the interest may be paid in kind under certain specified circumstances. The 2025 CCH HoldCo II Convertible Senior Notes are secured by a pledge by us of 100% of the equity interests in CCH HoldCo II, and a pledge by CCH HoldCo II of 100% of the equity interests in CCH HoldCo I. At CCH HoldCo II’s option, the outstanding 2025 CCH HoldCo II Convertible Senior Notes are convertible into our common stock on or after the later of (1) 58 months from May 1, 2015, and (2) the substantial completion of Train 2 of the CCL Project and any 2025 CCH HoldCo II Convertible Senior Notes issued in connection with the Second Phase Funding will be convertible on or after the substantial completion of Train 3 of the CCL Project (in each case, the “Eligible Conversion Date”) . The conversion price for 2025 CCH HoldCo II Convertible Senior Notes converted at CCH HoldCo II’s option is the lower of (1) a 10% discount to the average of the daily volume-weighted average price (“VWAP”) of our common stock for the 90 trading day period prior to the date on which notice of conversion is provided, and (2) a 10% discount to the closing price of our common stock on the trading day preceding the date on which notice of conversion is provided. At the option of the holders, the 2025 CCH HoldCo II Convertible Senior Notes are convertible on or after the six -month anniversary of the applicable Eligible Conversion Date at a conversion price equal to the average of the daily VWAP of our common stock for the 90 trading day period prior to the date on which notice of conversion is provided. Conversions are also subject to various limitations and conditions. As of September 30, 2015 , the value of the 2025 CCH HoldCo II Convertible Senior Notes if converted at the holders’ option did not exceed the principal balance. 2045 Cheniere Convertible Senior Notes In March 2015, we issued $625.0 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to certain investors through a registered direct offering. The 2045 Cheniere Convertible Senior Notes were issued with an original issue discount of 20% and accrue interest at a rate of 4.25% per annum, which is payable semi-annually in arrears. We have the right, at our option, at any time after March 15, 2020, to redeem all or any part of the 2045 Cheniere Convertible Senior Notes at a redemption price payable in cash equal to the accreted amount of the 2045 Cheniere Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to such redemption date. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes , which corresponds to an initial conversion price of approximately $138.38 per share of our common stock. 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. We determined that the fair value of the debt component of the 2045 Cheniere Convertible Senior Notes was $304.3 million and the residual value of the equity component was $195.7 million as of the issuance date, excluding debt issuance costs. As of September 30, 2015 , the carrying value of the equity component was $194.1 million . 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 9.4% as of September 30, 2015 , and the remaining period over which the debt discount will be amortized was 29.5 years. As of September 30, 2015 , the if-converted value of the 2045 Cheniere Convertible Senior Notes did not exceed the principal balance. Interest expense, before capitalization, related to the 2021 Cheniere Convertible Unsecured Notes , the 2025 CCH HoldCo II Convertible Senior Notes and the 2045 Cheniere Convertible Senior Notes (together, the “Convertible Notes”) consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest per contractual rate $ 46,782 $ — $ 97,991 $ — Amortization of debt discount 7,233 — 20,948 — Amortization of debt issuance costs 1,133 — 1,748 — Total interest expense related to the Convertible Notes $ 55,148 $ — $ 120,687 $ — CTPL Term Loan As of September 30, 2015 , CTPL had borrowed the full amount of $400.0 million available under the CTPL Term Loan . The outstanding balance may be repaid, in whole or in part, at any time without premium or penalty. 2015 CCH Credit Facility In May 2015, CCH entered into the 2015 CCH Credit Facility , which is being used to fund a portion of the costs associated with the development, construction, operation and maintenance of the CCL Project . The total commitment under the 2015 CCH Credit Facility is approximately $11.5 billion , comprising approximately $8.4 billion linked to Stage 1 of the CCL Project and the Corpus Christi Pipeline and approximately $3.1 billion linked to Stage 2 of the CCL Project . Borrowings under the 2015 CCH Credit Facility may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. As of September 30, 2015 , CCH had $6.0 billion of available commitments and $2.4 billion of outstanding borrowings under the 2015 CCH Credit Facility . CCH incurred $289.8 million of debt issuance costs in connection with the 2015 CCH Credit Facility . In addition to interest, CCH will incur a commitment fee at a rate per annum equal to 40% of the margin for LIBOR loans, multiplied by the outstanding undrawn debt commitments. The principal of the loans made under the 2015 CCH Credit Facility must be repaid in quarterly installments, commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following project completion and (2) a set date determined by reference to the date under which a certain LNG buyer linked to the last Train to become operational is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19 -year tailored amortization, commencing the first full quarter after the project completion and designed to achieve a minimum projected fixed debt service coverage ratio of 1.55 :1. The 2015 CCH Credit Facility contains conditions precedent for borrowings, as well as customary affirmative and negative covenants. The obligations of CCH under the 2015 CCH Credit Facility are secured by a first priority lien on substantially all of the assets of CCH and its subsidiaries and by a pledge by CCH HoldCo I of its limited liability company interests in CCH. Under the terms of the 2015 CCH Credit Facility , CCH is required to hedge not less than 65% of the variable interest rate exposure of its senior secured debt. SPL Working Capital Facility In September 2015, SPL entered into a $1.2 billion SPL Working Capital Facility , which replaced the $325.0 million Senior Letter of Credit and Reimbursement Agreement that was entered into in April 2014 (the “SPL LC Agreement”) . The SPL Working Capital Facility is intended to be used for loans to SPL (“Working Capital Loans”) , the issuance of letters of credit on behalf of SPL (“Letters of Credit”) , as well as for swing line loans to SPL (“Swing Line Loans”) , primarily for certain working capital requirements related to developing and placing into operation the SPL Project . SPL may, from time to time, request increases in the commitments under the SPL Working Capital Facility of up to $760 million and, upon the completion of the debt financing of Train 6 of the SPL Project , request an incremental increase in commitments of up to an additional $390 million . As of September 30, 2015 , SPL had $1.1 billion of available commitments, $127.6 million aggregate amount of issued Letters of Credit and no Working Capital Loans , Swing Line Loans or loans deemed made in connection with a draw upon a Letter of Credit (“LC Loans” and collectively with Working Capital Loans and Swing Line Loans, the “SPL Working Capital Facility Loans”) outstanding under the SPL Working Capital Facility . As of December 31, 2014 , SPL 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 SPL LC Agreement . SPL Working Capital Facility Loans accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of the senior facility agent’s published prime rate, the federal funds effective rate, as published by the Federal Reserve Bank of New York, plus 0.50% and one month LIBOR plus 0.50% ), plus the applicable margin. The applicable margin for LIBOR SPL Working Capital Facility Loans is 1.75% per annum, and the applicable margin for base rate SPL Working Capital Facility Loans is 0.75% per annum. Interest on Swing Line Loans and LC Loans is due and payable on the date the loan becomes due. Interest on LIBOR Working Capital Loans is due and payable at the end of each applicable LIBOR period, and interest on base rate Working Capital Loans is due and payable at the end of each fiscal quarter. However, if such base rate Working Capital Loan is converted into a LIBOR Working Capital Loan, interest is due and payable on that date. Additionally, if the loans become due prior to such periods, the interest also becomes due on that date. SPL incurred $27.5 million of debt issuance costs in connection with the SPL Working Capital Facility . SPL pays (1) a commitment fee on the average daily amount of the excess of the total commitment amount over the principal amount outstanding without giving effect to any outstanding Swing Line Loans in an amount equal to an annual rate of 0.70% and (2) a Letter of Credit fee equal to an annual rate of 1.75% of the undrawn portion of all Letters of Credit issued under the SPL Working Capital Facility . If draws are made upon a Letter of Credit issued under the SPL Working Capital Facility and SPL does not elect for such draw (an “LC Draw”) to be deemed an LC Loan, SPL is required to pay the full amount of the LC Draw on or prior to the business day following the notice of the LC Draw . An LC Draw accrues interest at an annual rate of 2.0% plus the base rate. As of September 30, 2015 , no LC Draw s had been made upon any Letters of Credit issued under the SPL Working Capital Facility . The SPL Working Capital Facility matures on December 31, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty upon three business days’ notice. LC Loans have a term of up to one year . Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the SPL Working Capital Facility , (2) the date 15 days after such Swing Line Loan is made and (3) the first borrowing date for a Working Capital Loan or Swing Line Loan occurring at least three business days following the date the Swing Line Loan is made. SPL is required to reduce the aggregate outstanding principal amount of all Working Capital Loans to zero for a period of five consecutive business days at least once each year. The SPL Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. The obligations of SPL under the SPL Working Capital Facility are secured by substantially all of the assets of SPL as well as all of the membership interests in SPL on a pari passu basis with the SPL Senior Notes and 2015 SPL Credit Facilities . Fair Value Disclosures The following table (in thousands) shows the carrying amount and estimated fair value of our long-term debt: September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2016 SPLNG Senior Notes, net of discount (1) $ 1,660,023 $ 1,684,923 $ 1,656,502 $ 1,718,621 2020 SPLNG Senior Notes (1) 420,000 410,550 420,000 428,400 2021 SPL Senior Notes, net of premium (1) 2,009,090 1,853,386 2,010,177 1,985,050 2022 SPL Senior Notes (1) 1,000,000 930,000 1,000,000 1,020,000 2023 SPL Senior Notes, net of premium (1) 1,506,570 1,344,614 1,507,089 1,476,947 2024 SPL Senior Notes (1) 2,000,000 1,765,000 2,000,000 1,970,000 2025 SPL Senior Notes (1) 2,000,000 1,755,000 — — 2015 SPL Credit Facilities (2) 250,000 250,000 — — 2021 Cheniere Convertible Unsecured Notes, net of discount (3) 854,820 894,160 814,751 1,025,563 2025 CCH HoldCo II Convertible Senior Notes (3) 1,003,667 900,490 — — 2045 Cheniere Convertible Senior Notes, net of discount (4) 305,421 390,263 — — CTPL Term Loan, net of discount (2) 398,319 400,000 397,565 400,000 2015 CCH Credit Facility (2) 2,428,000 2,428,000 — — SPL Working Capital Facility (2) — — — — (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 September 30, 2015 and December 31, 2014 , as applicable. (2) The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. (3) 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 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES We are not presently a taxpayer for federal or state income tax purposes and have not recorded a net liability for federal or state income taxes in any of the periods included in the accompanying Consolidated Financial Statements. However, we are presently an international taxpayer and have recorded a net (benefit) of $(0.1) million and a net expense of $2.0 million for the three months ended September 30, 2015 and 2014 , respectively, and a net expense of $0.1 million and $2.1 million for the nine months ended September 30, 2015 and 2014 , respectively, for international income taxes. We experienced an ownership change within the provisions of Internal Revenue Code (“IRC”) Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of our net operating losses (“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. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-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”) , 2011 Incentive Plan, as amended (the “2011 Plan”) , and the 2014-2018 Long-Term Cash Incentive Program (the “2014-2018 LTIP”) . 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 the 2011 Plan . As of September 30, 2015 , all of the shares under the 2003 Plan have been granted and 26.9 million shares, net of cancellations, have been granted under the 2011 Plan . In April 2015, the Compensation Committee recommended and our board of directors approved the Company’s 2015 Long-Term Cash Incentive Plan, including its sub-plan, the 2014-2018 LTIP . The 2014-2018 LTIP consists of phantom units settled in cash with five consecutive annual performance periods commencing on November 1 and ending on October 31 of each year through October 31, 2018. Awards under the 2014-2018 LTIP will be subject to a three -year vesting schedule, with one third of the phantom units vesting and becoming payable on each of the first, second and third anniversaries of the date of the grant (with the exception of the initial grant for the 2014 performance period, which will vest and become payable on each of February 1, 2016, February 1, 2017 and February 1, 2018). The 2014-2018 LTIP is 100% performance-based and will reward long-term performance measured against growth in the Company’s market capitalization, referred to in the plan documents as total shareholder value (“TSV”) , above certain thresholds. Under the 2014-2018 LTIP , the general pool is targeted to be awarded between 2% and 4% of the growth in TSV and the senior executive pool is capped at 2% of the growth in TSV , with the Chief Executive Officer’s compensation targeted at 50% of the senior executive pool, subject to adjustment at the discretion of the Compensation Committee . The number of phantom units comprising the senior executive pool has also been capped, and cannot exceed an amount equal to 1.5% of the shares of our common stock outstanding in any one year. Phantom units are share-based awards granted 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 initially measures compensation cost based on the Company’s stock price on the grant date, which is included in accrued liabilities on our Consolidated Balance Sheets, and is adjusted quarterly for any changes in the Company’s stock price and period of service rendered. During the three and nine months ended September 30, 2015 , we granted 0.1 million and 5.7 million phantom units, respectively, to employees, including units awarded under the 2014-2018 LTIP . We did not grant any phantom units to employees during the three and nine months ended September 30, 2014 . For the three months ended September 30, 2015 and 2014 , the total share-based compensation expense, net of capitalization, recognized in our net loss was $26.2 million and $22.5 million , respectively, and for the same periods we capitalized as part of the cost of capital assets $1.3 million and $2.2 million , respectively. For the nine months ended September 30, 2015 and 2014 , the total share-based compensation expense, net of capitalization, recognized in our net loss was $92.6 million and $84.4 million , respectively, and for the same periods we capitalized as part of the cost of capital assets $21.5 million and $6.6 million , respectively. The total unrecognized compensation cost at September 30, 2015 relating to non-vested share-based compensation arrangements was $316.2 million , which is expected to be recognized over a weighted average period of 2.3 years . We received $0.4 million and $3.1 million in the three months ended September 30, 2015 and 2014 , respectively, and $2.3 million and $9.5 million in the nine months ended September 30, 2015 and 2014 , respectively, of proceeds from the exercise of stock options. During the three and nine months ended September 30, 2014 , we recognized zero and $10.8 million , respectively, of share-based compensation expense related to the modification of long-term commercial bonus awards resulting from an employee termination. We did not recognize any share-based compensation expense related to such modifications in the three and nine months ended September 30, 2015 . |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic net loss per share attributable to common stockholders (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Weighted average common shares outstanding: Basic 227,126 224,309 226,648 223,710 Dilutive common stock options (1) — — — — Diluted 227,126 224,309 226,648 223,710 Basic and diluted net loss per share attributable to common stockholders $ (1.31 ) $ (0.40 ) $ (3.02 ) $ (1.74 ) (1) Stock options and unvested stock of 8.6 million shares and 13.0 million shares for the three months ended September 30, 2015 and 2014 , respectively, and 8.6 million shares and 12.8 million shares for the nine months ended September 30, 2015 and 2014 , respectively, representing securities that could potentially dilute basic EPS in the future, were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. In addition, 56.2 million shares in aggregate, issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes , the 2025 CCH HoldCo II Convertible Senior Notes and the 2045 Cheniere Convertible Senior Notes , as described in Note 7—Long-Term Debt , were not included in the computation of diluted net loss per share for the three and nine months ended September 30, 2015 because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES 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 challenged the manner in which abstentions were treated in connection with the stockholder vote on Amendment No. 1 to the 2011 Plan (“Amendment No. 1”) , pursuant to which, among other things, the number of shares of common stock available for issuance under the 2011 Plan was increased from 10.0 million to 35.0 million shares. The lawsuits contended 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 contended that portions of the Amended and Restated Bylaws of Cheniere Energy, Inc. adopted on April 3, 2014 were invalid and that certain disclosures relating to these matters made by us were misleading. The lawsuits asserted 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 sought, among other things, a declaration that the February 1, 2013 stockholder vote on Amendment No. 1 was 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 25.0 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 entered into a Stipulation and Agreement of Compromise, Settlement and Release dated December 12, 2014, subject to its terms and conditions, including receipt, among other things, of Court approval, to resolve the litigation. On March 16, 2015, the Court approved the settlement of the litigation and awarded plaintiffs’ counsel fees, which were paid by our insurers in April 2015. Obligations under Certain Guarantee Contracts Cheniere and certain of its subsidiaries enter into guarantee arrangements in the normal course of business to facilitate transactions with third parties. These arrangements include financial guarantees, letters of credit and debt guarantees. As of September 30, 2015 and December 31, 2014 , there were no liabilities recognized under these guarantee arrangements. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segment Information | BUSINESS SEGMENT INFORMATION We have two reportable segments: LNG terminal segment and LNG and natural gas marketing 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 are attributed to the United States. Substantially all of our long-lived assets are located in the United States. Our LNG terminal 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 and constructing a natural gas liquefaction facility near Corpus Christi, Texas. Our LNG and natural gas marketing segment consists of LNG and natural gas marketing activities by Cheniere Marketing. 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 (in thousands) summarizes revenues (losses), loss from operations and total assets for each of our reporting segments: Segments LNG Terminal LNG & Natural Gas Marketing Corporate and Other (1) Total Consolidation As of or for the Three Months Ended September 30, 2015 Revenues (losses) from external customers (2) $ 67,212 $ (1,557 ) $ 404 $ 66,059 Intersegment revenues (losses) (3) 233 11,354 (11,587 ) — Depreciation expense 16,775 320 4,543 21,638 Income (loss) from operations 27,072 (27,117 ) (52,029 ) (52,074 ) Interest expense, net of capitalized interest (67,589 ) (14 ) (25,963 ) (93,566 ) Loss before income taxes and non-controlling interest (4) (196,693 ) (27,665 ) (82,803 ) (307,161 ) Share-based compensation 1,316 2,051 24,084 27,451 Goodwill 76,819 — — 76,819 Total assets 16,784,317 552,752 1,115,190 18,452,259 Expenditures for additions to long-lived assets 1,429,808 403 21,258 1,451,469 As of or for the Three Months Ended September 30, 2014 Revenues (losses) from external customers (2) $ 66,983 $ (500 ) $ 324 $ 66,807 Intersegment revenues (losses) (3) 607 17,262 (17,869 ) — Depreciation expense 14,817 103 1,269 16,189 Loss from operations (28,482 ) (6,652 ) (26,030 ) (61,164 ) Interest expense, net of capitalized interest (46,996 ) — 112 (46,884 ) Loss before income taxes and non-controlling interest (4) (64,886 ) (7,130 ) (30,813 ) (102,829 ) Share-based compensation 3,278 8,281 13,096 24,655 Goodwill 76,819 — — 76,819 Total assets 10,847,861 65,536 871,919 11,785,316 Expenditures for additions to long-lived assets 695,159 486 21,895 717,540 For the Nine Months Ended September 30, 2015 Revenues (losses) from external customers (2) $ 203,324 $ (1,601 ) $ 730 $ 202,453 Intersegment revenues (losses) (3) 827 24,725 (25,552 ) — Depreciation expense 47,787 764 11,010 59,561 Loss from operations (15,324 ) (58,667 ) (134,201 ) (208,192 ) Interest expense, net of capitalized interest (169,899 ) (14 ) (68,751 ) (238,664 ) Loss before income taxes and non-controlling interest (4) (507,751 ) (59,871 ) (217,014 ) (784,636 ) Share-based compensation 30,233 12,138 71,736 114,107 Expenditures for additions to long-lived assets 5,964,244 2,517 70,913 6,037,674 For the Nine Months Ended September 30, 2014 Revenues from external customers (2) $ 200,243 $ 482 $ 1,277 $ 202,002 Intersegment revenues (losses) (3) 2,113 21,336 (23,449 ) — Depreciation expense 44,033 364 4,565 48,962 Loss from operations (56,863 ) (33,153 ) (81,153 ) (171,169 ) Interest expense, net of capitalized interest (131,264 ) — 321 (130,943 ) Loss before income taxes and non-controlling interest (4) (376,363 ) (34,046 ) (95,299 ) (505,708 ) Share-based compensation 9,840 17,212 63,920 90,972 Expenditures for additions to long-lived assets 2,164,596 1,271 54,120 2,219,987 (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 (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. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations . (4) Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table (in thousands) provides supplemental disclosure of cash flow information: Nine Months Ended September 30, 2015 2014 Cash paid during the year for interest, net of amounts capitalized and deferred $ 48,271 $ 47,152 Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities 356,306 287,330 Non-cash conveyance of assets 13,169 — |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS In May 2014, the Financial Accounting Standards Board (the “FASB”) amended its guidance on revenue recognition. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier adoption is permitted as of annual reporting periods beginning after December 15, 2016. This guidance may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This guidance is effective for annual reporting periods ending after December 15, 2016, and for annual periods and interim periods thereafter, with earlier adoption permitted. The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. In February 2015, the FASB amended its guidance on consolidation analysis. This amendment primarily affects asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. This guidance may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. In April 2015, the FASB issued authoritative guidance that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. In August 2015, the FASB further issued guidance clarifying the SEC staff’s position on presentation and subsequent measurement of debt issuance costs incurred in connection with line of credit arrangements. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. This guidance must be adopted retrospectively to each prior reporting period presented and disclosures will be required for a change in accounting principles. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Balance Sheets. In April 2015, the FASB issued authoritative guidance that clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. This guidance may be adopted either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. In July 2015, the FASB issued revised guidance related to the measurement of inventory. Inventory would be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption permitted. This guidance should be adopted prospectively. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Policy | The accompanying unaudited Consolidated Financial Statements of Cheniere have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, results of operations or cash flows. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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): September 30, December 31, 2015 2014 LNG terminal costs LNG terminal $ 2,478,167 $ 2,269,429 LNG terminal construction-in-process 12,887,040 7,155,046 LNG site and related costs, net 32,823 9,395 Accumulated depreciation (397,758 ) (350,497 ) Total LNG terminal costs, net 15,000,272 9,083,373 Fixed assets and other Computer and office equipment 11,197 7,464 Furniture and fixtures 16,737 10,733 Computer software 64,432 46,882 Leasehold improvements 38,573 36,067 Land 60,984 55,522 Other 65,138 36,881 Accumulated depreciation (32,083 ) (30,169 ) Total fixed assets and other, net 224,978 163,380 Property, plant and equipment, net $ 15,225,250 $ 9,246,753 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Assets and Liabilities | The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , which are classified as other current assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of September 30, 2015 December 31, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Natural Gas Derivatives asset $ — $ 97 $ — $ 97 $ — $ 219 $ — $ 219 Liquefaction Supply Derivatives asset — — 32,546 32,546 — — 342 342 LNG Trading Derivatives asset — 113 — 113 — — — — SPL Interest Rate Derivatives liability — (15,738 ) — (15,738 ) — (12,036 ) — (12,036 ) CCH Interest Rate Derivatives liability — (143,092 ) — (143,092 ) — — — — |
Fair Value Inputs, Assets, Quantitative Information | The following table includes quantitative information for the unobservable inputs for the Level 3 Liquefaction Supply Derivatives as of September 30, 2015 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $32,546 Income Approach Basis Spread $ (0.350) - $0.050 |
Derivative Net Presentation on Consolidated Balance Sheets | The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of September 30, 2015 Natural Gas Derivatives $ 513 $ (416 ) $ 97 Liquefaction Supply Derivatives 33,028 — 33,028 Liquefaction Supply Derivatives (482 ) — (482 ) LNG Trading Derivatives 113 — 113 SPL Interest Rate Derivatives (15,738 ) — (15,738 ) CCH Interest Rate Derivatives (143,092 ) — (143,092 ) As of December 31, 2014 Natural Gas Derivatives 223 (4 ) 219 Liquefaction Supply Derivatives 662 — 662 Liquefaction Supply Derivatives (320 ) — (320 ) SPL Interest Rate Derivatives 11,158 — 11,158 SPL Interest Rate Derivatives (23,194 ) — (23,194 ) |
Commodity Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of our Commodity Derivatives on our Consolidated Balance Sheets: September 30, 2015 December 31, 2014 Natural Gas Derivatives (1) Liquefaction Supply Derivatives LNG Trading Derivatives Total Natural Gas Derivatives (1) Liquefaction Supply Derivatives LNG Trading Derivatives Total Balance Sheet Location Other current assets $ 97 $ 2,371 $ — $ 2,468 $ 219 $ 76 $ — $ 295 Non-current derivative assets — 30,657 113 30,770 — 586 — 586 Total derivative assets 97 33,028 113 33,238 219 662 — 881 Derivative liabilities — (349 ) — (349 ) — (53 ) — (53 ) Non-current derivative liabilities — (133 ) — (133 ) — (267 ) — (267 ) Total derivative liabilities — (482 ) — (482 ) — (320 ) — (320 ) Derivative asset, net $ 97 $ 32,546 $ 113 $ 32,756 $ 219 $ 342 $ — $ 561 (1) Does not include collateral of $5.6 million and $5.7 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 , respectively. |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Location 2015 2014 2015 2014 Natural Gas Derivatives loss Marketing and trading revenues (losses) $ (152 ) $ (525 ) $ (260 ) $ (155 ) Natural Gas Derivatives gain (loss) Operating and maintenance expense (income) 857 194 1,317 (64 ) Liquefaction Supply Derivatives gain (1) Operating and maintenance expense (income) 32,103 — 32,184 — LNG Trading Derivatives gain Marketing and trading revenues (losses) 113 — 113 — (1) There were no physical settlements during the reporting period. |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of September 30, 2015 , we had the following Interest Rate Derivatives outstanding: Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received SPL Interest Rate Derivatives $20.0 million $628.8 million August 14, 2012 July 31, 2019 1.98% One-month LIBOR CCH Interest Rate Derivatives $28.8 million $5.5 billion May 20, 2015 May 31, 2022 2.29% One-month LIBOR |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table (in thousands) shows the fair value and location of the Interest Rate Derivatives on our Consolidated Balance Sheets: September 30, 2015 December 31, 2014 SPL Interest Rate Derivatives CCH Interest Rate Derivatives Total SPL Interest Rate Derivatives CCH Interest Rate Derivatives Total Balance Sheet Location Non-current derivative assets $ — $ — $ — $ 11,158 $ — $ 11,158 Derivative liabilities (7,039 ) (26,451 ) (33,490 ) (23,194 ) — (23,194 ) Non-current derivative liabilities (8,699 ) (116,641 ) (125,340 ) — — — Total derivative liabilities (15,738 ) (143,092 ) (158,830 ) (23,194 ) — (23,194 ) Derivative liability, net $ (15,738 ) $ (143,092 ) $ (158,830 ) $ (12,036 ) $ — $ (12,036 ) |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements of the Interest Rate Derivatives , including contingency and syndication premiums related to the CCH Interest Rate Derivatives , recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the three and nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 SPL Interest Rate Derivatives gain (loss) $ (10,872 ) $ 5,379 $ (46,541 ) $ (89,222 ) CCH Interest Rate Derivatives loss (150,610 ) — (195,582 ) — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | As of September 30, 2015 and December 31, 2014 , accrued liabilities consisted of the following (in thousands): September 30, December 31, 2015 2014 Interest expense and related debt fees $ 170,254 $ 112,858 Compensation and benefits 83,581 6,425 Liquefaction Project costs 181,219 22,014 LNG terminal costs 5,987 1,077 Other accrued liabilities 16,860 26,755 Total accrued liabilities $ 457,901 $ 169,129 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments | As of September 30, 2015 and December 31, 2014 , our long-term debt consisted of the following (in thousands): Interest September 30, December 31, Rate 2015 2014 Long-term debt 2016 SPLNG Senior Notes 7.500% $ 1,665,500 $ 1,665,500 2020 SPLNG Senior Notes 6.500% 420,000 420,000 2021 SPL Senior Notes 5.625% 2,000,000 2,000,000 2022 SPL Senior Notes 6.250% 1,000,000 1,000,000 2023 SPL Senior Notes 5.625% 1,500,000 1,500,000 2024 SPL Senior Notes 5.750% 2,000,000 2,000,000 2025 SPL Senior Notes 5.625% 2,000,000 — 2015 SPL Credit Facilities (1) (2) 250,000 — 2021 Cheniere Convertible Unsecured Notes 4.875% 1,028,953 1,004,469 2025 CCH HoldCo II Convertible Senior Notes 11.000% 1,003,667 — 2045 Cheniere Convertible Senior Notes 4.250% 625,000 — CTPL Term Loan (3) (4) 400,000 400,000 2015 CCH Credit Facility (5) (6) 2,428,000 — SPL Working Capital Facility (7) (8) — — Total long-term debt 16,321,120 9,989,969 Long-term debt premium (discount) 2016 SPLNG Senior Notes (5,477 ) (8,998 ) 2021 SPL Senior Notes 9,090 10,177 2023 SPL Senior Notes 6,570 7,088 2021 Cheniere Convertible Unsecured Notes (174,133 ) (189,717 ) 2045 Cheniere Convertible Senior Notes (319,579 ) — CTPL Term Loan (1,681 ) (2,435 ) Total long-term debt, net $ 15,835,910 $ 9,806,084 (1) Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the SPL Project . (2) Variable interest rate, at SPL’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans range from 1.30% to 1.75% , depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is 1.75% . Interest on LIBOR loans is due and payable at the end of each LIBOR period, and interest on base rate loans is due and payable at the end of each quarter. (3) Matures on May 28, 2017 when the full amount of the outstanding principal obligations must be repaid. (4) Variable interest rate, at CTPL’s election, is LIBOR or the base rate plus the applicable margin. CTPL has historically elected LIBOR loans, for which the applicable margin is 3.25% and is due and payable at the end of each LIBOR period. (5) Matures on the earlier of May 13, 2022 or the second anniversary of the completion date of the first two Trains of the CCL Project . (6) Variable interest rate, at CCH’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of the first two Trains of the CCL Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion of the first two Trains of the CCL Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period, and interest on base rate loans is due and payable at the end of each quarter. (7) Matures on December 31, 2020, with various terms for underlying loans, as further described below under SPL Working Capital Facility . As of September 30, 2015 and December 31, 2014 , no loans were outstanding under the SPL Working Capital Facility or the SPL LC Agreement it replaced. (8) Variable interest rates, based on LIBOR or the base rate, as further described below under SPL Working Capital Facility . |
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: September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2016 SPLNG Senior Notes, net of discount (1) $ 1,660,023 $ 1,684,923 $ 1,656,502 $ 1,718,621 2020 SPLNG Senior Notes (1) 420,000 410,550 420,000 428,400 2021 SPL Senior Notes, net of premium (1) 2,009,090 1,853,386 2,010,177 1,985,050 2022 SPL Senior Notes (1) 1,000,000 930,000 1,000,000 1,020,000 2023 SPL Senior Notes, net of premium (1) 1,506,570 1,344,614 1,507,089 1,476,947 2024 SPL Senior Notes (1) 2,000,000 1,765,000 2,000,000 1,970,000 2025 SPL Senior Notes (1) 2,000,000 1,755,000 — — 2015 SPL Credit Facilities (2) 250,000 250,000 — — 2021 Cheniere Convertible Unsecured Notes, net of discount (3) 854,820 894,160 814,751 1,025,563 2025 CCH HoldCo II Convertible Senior Notes (3) 1,003,667 900,490 — — 2045 Cheniere Convertible Senior Notes, net of discount (4) 305,421 390,263 — — CTPL Term Loan, net of discount (2) 398,319 400,000 397,565 400,000 2015 CCH Credit Facility (2) 2,428,000 2,428,000 — — SPL Working Capital Facility (2) — — — — (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 September 30, 2015 and December 31, 2014 , as applicable. (2) The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. (3) 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 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of Interest Expense Related to Convertible Notes | Interest expense, before capitalization, related to the 2021 Cheniere Convertible Unsecured Notes , the 2025 CCH HoldCo II Convertible Senior Notes and the 2045 Cheniere Convertible Senior Notes (together, the “Convertible Notes”) consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest per contractual rate $ 46,782 $ — $ 97,991 $ — Amortization of debt discount 7,233 — 20,948 — Amortization of debt issuance costs 1,133 — 1,748 — Total interest expense related to the Convertible Notes $ 55,148 $ — $ 120,687 $ — |
Net Loss Per Share Attributab26
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Weighted average common shares outstanding: Basic 227,126 224,309 226,648 223,710 Dilutive common stock options (1) — — — — Diluted 227,126 224,309 226,648 223,710 Basic and diluted net loss per share attributable to common stockholders $ (1.31 ) $ (0.40 ) $ (3.02 ) $ (1.74 ) (1) Stock options and unvested stock of 8.6 million shares and 13.0 million shares for the three months ended September 30, 2015 and 2014 , respectively, and 8.6 million shares and 12.8 million shares for the nine months ended September 30, 2015 and 2014 , respectively, representing securities that could potentially dilute basic EPS in the future, were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. In addition, 56.2 million shares in aggregate, issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes , the 2025 CCH HoldCo II Convertible Senior Notes and the 2045 Cheniere Convertible Senior Notes , as described in Note 7—Long-Term Debt , were not included in the computation of diluted net loss per share for the three and nine months ended September 30, 2015 because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table (in thousands) summarizes revenues (losses), loss from operations and total assets for each of our reporting segments: Segments LNG Terminal LNG & Natural Gas Marketing Corporate and Other (1) Total Consolidation As of or for the Three Months Ended September 30, 2015 Revenues (losses) from external customers (2) $ 67,212 $ (1,557 ) $ 404 $ 66,059 Intersegment revenues (losses) (3) 233 11,354 (11,587 ) — Depreciation expense 16,775 320 4,543 21,638 Income (loss) from operations 27,072 (27,117 ) (52,029 ) (52,074 ) Interest expense, net of capitalized interest (67,589 ) (14 ) (25,963 ) (93,566 ) Loss before income taxes and non-controlling interest (4) (196,693 ) (27,665 ) (82,803 ) (307,161 ) Share-based compensation 1,316 2,051 24,084 27,451 Goodwill 76,819 — — 76,819 Total assets 16,784,317 552,752 1,115,190 18,452,259 Expenditures for additions to long-lived assets 1,429,808 403 21,258 1,451,469 As of or for the Three Months Ended September 30, 2014 Revenues (losses) from external customers (2) $ 66,983 $ (500 ) $ 324 $ 66,807 Intersegment revenues (losses) (3) 607 17,262 (17,869 ) — Depreciation expense 14,817 103 1,269 16,189 Loss from operations (28,482 ) (6,652 ) (26,030 ) (61,164 ) Interest expense, net of capitalized interest (46,996 ) — 112 (46,884 ) Loss before income taxes and non-controlling interest (4) (64,886 ) (7,130 ) (30,813 ) (102,829 ) Share-based compensation 3,278 8,281 13,096 24,655 Goodwill 76,819 — — 76,819 Total assets 10,847,861 65,536 871,919 11,785,316 Expenditures for additions to long-lived assets 695,159 486 21,895 717,540 For the Nine Months Ended September 30, 2015 Revenues (losses) from external customers (2) $ 203,324 $ (1,601 ) $ 730 $ 202,453 Intersegment revenues (losses) (3) 827 24,725 (25,552 ) — Depreciation expense 47,787 764 11,010 59,561 Loss from operations (15,324 ) (58,667 ) (134,201 ) (208,192 ) Interest expense, net of capitalized interest (169,899 ) (14 ) (68,751 ) (238,664 ) Loss before income taxes and non-controlling interest (4) (507,751 ) (59,871 ) (217,014 ) (784,636 ) Share-based compensation 30,233 12,138 71,736 114,107 Expenditures for additions to long-lived assets 5,964,244 2,517 70,913 6,037,674 For the Nine Months Ended September 30, 2014 Revenues from external customers (2) $ 200,243 $ 482 $ 1,277 $ 202,002 Intersegment revenues (losses) (3) 2,113 21,336 (23,449 ) — Depreciation expense 44,033 364 4,565 48,962 Loss from operations (56,863 ) (33,153 ) (81,153 ) (171,169 ) Interest expense, net of capitalized interest (131,264 ) — 321 (130,943 ) Loss before income taxes and non-controlling interest (4) (376,363 ) (34,046 ) (95,299 ) (505,708 ) Share-based compensation 9,840 17,212 63,920 90,972 Expenditures for additions to long-lived assets 2,164,596 1,271 54,120 2,219,987 (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 (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. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations . (4) Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Supplemental Cash Flow Inform28
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table (in thousands) provides supplemental disclosure of cash flow information: Nine Months Ended September 30, 2015 2014 Cash paid during the year for interest, net of amounts capitalized and deferred $ 48,271 $ 47,152 Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities 356,306 287,330 Non-cash conveyance of assets 13,169 — |
Restricted Cash - SPLNG Senior
Restricted Cash - SPLNG Senior Notes Debt Service Reserve (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($)Rate | Dec. 31, 2014USD ($) | |
Restricted Cash Items [Line Items] | ||
Current restricted cash | $ 652,225,000 | $ 481,737,000 |
Non-current restricted cash | $ 118,909,000 | 550,811,000 |
2016 SPLNG Senior Notes [Member] | ||
Restricted Cash Items [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |
2020 SPLNG Senior Notes [Member] | ||
Restricted Cash Items [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | |
SPLNG [Member] | Sabine Pass LNG Senior Notes [Member] | ||
Restricted Cash Items [Line Items] | ||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 2 | |
SPLNG [Member] | 2016 SPLNG Senior Notes [Member] | ||
Restricted Cash Items [Line Items] | ||
Debt Instrument, Face Amount | $ 1,665,500,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |
SPLNG [Member] | 2020 SPLNG Senior Notes [Member] | ||
Restricted Cash Items [Line Items] | ||
Debt Instrument, Face Amount | $ 420,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | |
SPLNG [Member] | Senior Notes Interest Payments [Member] | ||
Restricted Cash Items [Line Items] | ||
Current restricted cash | $ 53,000,000 | 15,000,000 |
SPLNG [Member] | Debt Service Reserve Fund [Member] | ||
Restricted Cash Items [Line Items] | ||
Non-current restricted cash | $ 76,100,000 | $ 76,100,000 |
Restricted Cash - SPL Reserve (
Restricted Cash - SPL Reserve (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | |
Restricted Cash Items [Line Items] | |||||
Current restricted cash | $ 481,737,000 | $ 652,225,000 | |||
Non-current restricted cash | 550,811,000 | $ 118,909,000 | |||
2021 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||||
2022 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||||
2023 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||||
2024 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||||
2025 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||||
SPL [Member] | 2013 SPL Credit Facilities [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,900,000,000 | ||||
SPL [Member] | 2015 SPL Credit Facilities [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,600,000,000 | ||||
SPL [Member] | 2021 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Face Amount | $ 2,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||||
SPL [Member] | 2022 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||||
SPL [Member] | 2023 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||||
Debt Instrument, Increase, Net | 500,000,000 | ||||
SPL [Member] | 2024 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Face Amount | $ 2,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||||
SPL [Member] | 2025 SPL Senior Notes [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Debt Instrument, Face Amount | $ 2,000,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | 5.625% | |||
SPL [Member] | Payment of Liabilities [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Current restricted cash | $ 155,800,000 | $ 327,200,000 | |||
SPL [Member] | Construction Activities [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Non-current restricted cash | $ 457,100,000 | $ 0 |
Restricted Cash - CTPL Reserve
Restricted Cash - CTPL Reserve (Details) | Sep. 30, 2015USD ($)mi | Dec. 31, 2014USD ($) | May. 31, 2013USD ($) |
Restricted Cash Items [Line Items] | |||
Current restricted cash | $ 652,225,000 | $ 481,737,000 | |
Non-current restricted cash | $ 118,909,000 | 550,811,000 | |
CTPL [Member] | Creole Trail Pipeline [Member] | |||
Restricted Cash Items [Line Items] | |||
Length of Natural Gas Pipeline, in miles | mi | 94 | ||
CTPL [Member] | CTPL Term Loan [Member] | |||
Restricted Cash Items [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | $ 400,000,000 | |
CTPL [Member] | Payment of Liabilities [Member] | |||
Restricted Cash Items [Line Items] | |||
Current restricted cash | 11,300,000 | 24,900,000 | |
CTPL [Member] | Construction And Interest Payments [Member] | |||
Restricted Cash Items [Line Items] | |||
Non-current restricted cash | $ 0 | $ 11,300,000 |
Restricted Cash - CCH Reserve a
Restricted Cash - CCH Reserve and Other (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015USD ($)itemmiin | May. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Restricted Cash Items [Line Items] | |||
Current restricted cash | $ 652,225 | $ 481,737 | |
Non-current restricted cash | 118,909 | 550,811 | |
Subsidiary Cash [Member] | |||
Restricted Cash Items [Line Items] | |||
Current restricted cash | 171,400 | 250,100 | |
Other Contractual Restrictions [Member] | |||
Restricted Cash Items [Line Items] | |||
Current restricted cash | 53,700 | 35,900 | |
Non-current restricted cash | $ 7,100 | $ 6,300 | |
CCH [Member] | Stage 1 [Member] | |||
Restricted Cash Items [Line Items] | |||
Number Of LNG Storage Tanks | item | 2 | ||
Number Of Complete Marine Berths | item | 1 | ||
Number Of Partial Marine Berths | item | 1 | ||
CCH [Member] | Stage 2 [Member] | |||
Restricted Cash Items [Line Items] | |||
Number Of LNG Storage Tanks | item | 1 | ||
Number Of Partial Marine Berths | item | 1 | ||
CCH [Member] | Corpus Christi Pipeline [Member] | |||
Restricted Cash Items [Line Items] | |||
Length of Natural Gas Pipeline, in miles | mi | 23 | ||
Diameter of Natural Gas Pipeline, in inches | in | 48 | ||
CCH [Member] | 2015 CCH Credit Facility [Member] | |||
Restricted Cash Items [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,500,000 | ||
CCH [Member] | 2015 CCH Credit Facility [Member] | Stage 1 [Member] | |||
Restricted Cash Items [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 8,400,000 | ||
CCH [Member] | 2015 CCH Credit Facility [Member] | Stage 2 [Member] | |||
Restricted Cash Items [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,100,000 | ||
CCH [Member] | Construction And Interest Payments [Member] | |||
Restricted Cash Items [Line Items] | |||
Current restricted cash | $ 35,600 | ||
Non-current restricted cash | $ 35,700 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 15,225,250 | $ 9,246,753 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (397,758) | (350,497) |
Property, plant and equipment, net | 15,000,272 | 9,083,373 |
LNG terminal [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,478,167 | 2,269,429 |
LNG terminal construction-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,887,040 | 7,155,046 |
LNG site and related costs, net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 32,823 | 9,395 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (32,083) | (30,169) |
Property, plant and equipment, net | 224,978 | 163,380 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,197 | 7,464 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,737 | 10,733 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 64,432 | 46,882 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38,573 | 36,067 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 60,984 | 55,522 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 65,138 | $ 36,881 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) MMBTU in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May. 31, 2015USD ($) | Mar. 31, 2015USD ($) | May. 31, 2014USD ($) | Sep. 30, 2015USD ($)MMBTU | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)MMBTU | Sep. 30, 2014USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Asset transfers into level 3 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Asset transfers out of level 3 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Energy Units Secured Through Long-Term Purchase Agreements | MMBTU | 2,156.6 | 2,156.6 | |||||
Liquefaction Supply Derivatives [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Derivative, Notional Amount | MMBTU | 1,244.1 | 1,244.1 | |||||
Liquefaction Supply Derivatives [Member] | Minimum [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Derivative, Term of Contract | 1 year | ||||||
Liquefaction Supply Derivatives [Member] | Maximum [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Derivative, Term of Contract | 7 years | ||||||
SPL [Member] | 2013 SPL Credit Facilities [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Line of Credit Facility, Decrease, Net | $ 1,800,000,000 | $ 2,100,000,000 | |||||
SPL [Member] | SPL Interest Rate Derivatives [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Derivative Loss, Net | $ 34,700,000 | $ 9,300,000 | |||||
CCH [Member] | CCH Interest Rate Derivatives [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Derivative, Term of Contract | 7 years | ||||||
Contingency and syndication premiums | $ 50,100,000 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Natural Gas Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 97 | $ 219 |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 97 | 219 |
Natural Gas Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Liquefaction Supply Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 32,546 | 342 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Liquefaction Supply Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 32,546 | 342 |
LNG Trading Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 113 | 0 |
LNG Trading Derivative [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 Trading Derivative [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 | 113 | 0 |
LNG Trading Derivative [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 |
SPL Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (15,738) | (12,036) |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (15,738) | (12,036) |
SPL Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CCH Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (143,092) | 0 |
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (143,092) | 0 |
CCH Interest Rate Derivatives [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | $ 0 |
Derivative Instruments - Fair36
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Liquefaction Supply Derivatives [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 32,546,000 | $ 342,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 32,546,000 | $ 342,000 |
Valuation Technique | Income Approach | |
Significant Unobservable Input | Basis Spread | |
Minimum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Significant Unobservable Inputs Range | $ (0.350) | |
Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Significant Unobservable Inputs Range | $ 0.050 |
Derivative Instruments - Fair37
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | $ 30,770 | $ 11,744 | |
Derivative liabilities | (33,839) | (23,247) | |
Non-current derivative liabilities | (125,473) | (267) | |
Commodity Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 33,238 | 881 | |
Total derivative liabilities | (482) | (320) | |
Derivative asset (liability), net | 32,756 | 561 | |
Commodity Derivatives [Member] | Other current assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 2,468 | 295 | |
Commodity Derivatives [Member] | Non-current derivative assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 30,770 | 586 | |
Commodity Derivatives [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (349) | (53) | |
Commodity Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (133) | (267) | |
Natural Gas Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [1] | 97 | 219 |
Total derivative liabilities | [1] | 0 | 0 |
Derivative asset (liability), net | [1] | 97 | 219 |
Natural Gas Derivatives [Member] | Other current assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | [1] | 97 | 219 |
Derivative, Collateral, Right to Reclaim Cash | 5,600 | 5,700 | |
Natural Gas Derivatives [Member] | Non-current derivative assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [1] | 0 | 0 |
Natural Gas Derivatives [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [1] | 0 | 0 |
Natural Gas Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [1] | 0 | 0 |
Liquefaction Supply Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 33,028 | 662 | |
Total derivative liabilities | (482) | (320) | |
Derivative asset (liability), net | 32,546 | 342 | |
Liquefaction Supply Derivatives [Member] | Other current assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 2,371 | 76 | |
Liquefaction Supply Derivatives [Member] | Non-current derivative assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 30,657 | 586 | |
Liquefaction Supply Derivatives [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (349) | (53) | |
Liquefaction Supply Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (133) | (267) | |
LNG Trading Derivative [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 113 | 0 | |
Total derivative liabilities | 0 | 0 | |
Derivative asset (liability), net | 113 | 0 | |
LNG Trading Derivative [Member] | Other current assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 0 | 0 | |
LNG Trading Derivative [Member] | Non-current derivative assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 113 | 0 | |
LNG Trading Derivative [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | 0 | |
LNG Trading Derivative [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | 0 | |
Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative liabilities | (158,830) | (23,194) | |
Derivative asset (liability), net | (158,830) | (12,036) | |
Interest Rate Derivatives [Member] | Non-current derivative assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 11,158 | |
Interest Rate Derivatives [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (33,490) | (23,194) | |
Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (125,340) | 0 | |
SPL Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative liabilities | (15,738) | (23,194) | |
Derivative asset (liability), net | (15,738) | (12,036) | |
SPL Interest Rate Derivatives [Member] | Non-current derivative assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 11,158 | |
SPL Interest Rate Derivatives [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (7,039) | (23,194) | |
SPL Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (8,699) | 0 | |
CCH Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative liabilities | (143,092) | 0 | |
Derivative asset (liability), net | (143,092) | 0 | |
CCH Interest Rate Derivatives [Member] | Non-current derivative assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 0 | |
CCH Interest Rate Derivatives [Member] | Derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (26,451) | 0 | |
CCH Interest Rate Derivatives [Member] | Non-current derivative liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | $ (116,641) | $ 0 | |
[1] | Does not include collateral of $5.6 million and $5.7 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014, respectively. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Natural Gas Derivatives [Member] | Marketing and trading revenues (losses) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | $ (152,000) | $ (525,000) | $ (260,000) | $ (155,000) | |
Natural Gas Derivatives [Member] | Operating and maintenance expense (income) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 857,000 | 194,000 | 1,317,000 | (64,000) | |
Liquefaction Supply Derivatives [Member] | Operating and maintenance expense (income) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | [1] | 32,103,000 | 0 | 32,184,000 | 0 |
Settlements during the period | 0 | 0 | 0 | 0 | |
LNG Trading Derivative [Member] | Marketing and trading revenues (losses) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 113,000 | 0 | 113,000 | 0 | |
SPL Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | (10,872,000) | 5,379,000 | (46,541,000) | (89,222,000) | |
CCH Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | $ (150,610,000) | $ 0 | $ (195,582,000) | $ 0 | |
[1] | There were no physical settlements during the reporting period. |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
SPL Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 20 |
Effective Date | Aug. 14, 2012 |
Maturity Date | Jul. 31, 2019 |
Weighted Average Fixed Interest Rate Paid | 1.98% |
Variable Interest Rate Received | One-month LIBOR |
SPL Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 628.8 |
CCH Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 28.8 |
Effective Date | May 20, 2015 |
Maturity Date | May 31, 2022 |
Weighted Average Fixed Interest Rate Paid | 2.29% |
Variable Interest Rate Received | One-month LIBOR |
CCH Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount of Interest Rate Derivatives | $ 5,500 |
Derivative Instruments - Deri40
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Natural Gas Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $ 513 | $ 223 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (416) | (4) |
Derivative Assets (Liabilities), at Fair Value, Net | 97 | 219 |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 33,028 | 662 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 33,028 | 662 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (482) | (320) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (482) | (320) |
LNG Trading Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 113 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | 113 | |
SPL Interest Rate Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 11,158 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | 11,158 | |
SPL Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (15,738) | (23,194) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (15,738) | $ (23,194) |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (143,092) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (143,092) |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - $ / shares | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
General Partner Ownership Percentage | 100.00% | ||
Cheniere Holdings [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% | |
Cheniere Holdings [Member] | |||
Noncontrolling Interest [Line Items] | |||
Issuance of Stock, Shares | 10,100,000 | ||
Shares Issued, Price Per Share | $ 22.76 | ||
Cheniere Holdings [Member] | Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
Limited Partner ownership percentage | 55.90% | ||
Cheniere Holdings [Member] | Cheniere Partners [Member] | Common Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Partners Capital Account, Units, Units Held | 12,000,000 | ||
Cheniere Holdings [Member] | Cheniere Partners [Member] | Capital Unit, Class B [Member] | |||
Noncontrolling Interest [Line Items] | |||
Partners Capital Account, Units, Units Held | 45,300,000 | ||
Cheniere Holdings [Member] | Cheniere Partners [Member] | Subordinated Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Partners Capital Account, Units, Units Held | 135,400,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Interest expense and related debt fees | $ 170,254 | $ 112,858 |
Compensation and benefits | 83,581 | 6,425 |
LNG liquefaction costs | 181,219 | 22,014 |
LNG terminal costs | 5,987 | 1,077 |
Other accrued liabilities | 16,860 | 26,755 |
Total accrued liabilities | $ 457,901 | $ 169,129 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 16,321,120 | $ 9,989,969 | |
Total Long-Term Debt, Net | $ 15,835,910 | 9,806,084 | |
2016 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||
Long-term Debt, Gross | $ 1,665,500 | 1,665,500 | |
Debt Instrument, Unamortized Discount | $ (5,477) | (8,998) | |
2020 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||
Long-term Debt, Gross | $ 420,000 | 420,000 | |
2021 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 2,000,000 | 2,000,000 | |
Debt Instrument, Unamortized Premium | $ 9,090 | 10,177 | |
2022 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||
Long-term Debt, Gross | $ 1,000,000 | 1,000,000 | |
2023 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 1,500,000 | 1,500,000 | |
Debt Instrument, Unamortized Premium | $ 6,570 | 7,088 | |
2024 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||
Long-term Debt, Gross | $ 2,000,000 | 2,000,000 | |
2025 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 2,000,000 | 0 | |
2015 SPL Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [1],[2] | $ 250,000 | 0 |
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||
2015 SPL Credit Facilities [Member] | LIBOR [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | ||
2015 SPL Credit Facilities [Member] | LIBOR [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
2015 SPL Credit Facilities [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | ||
Long-term Debt, Gross | $ 1,028,953 | 1,004,469 | |
Debt Instrument, Unamortized Discount | $ (174,133) | (189,717) | |
2025 CCH Holdco II Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||
Long-term Debt, Gross | $ 1,003,667 | 0 | |
2045 Cheniere Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Long-term Debt, Gross | $ 625,000 | 0 | |
Debt Instrument, Unamortized Discount | (319,579) | 0 | |
CTPL Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [3],[4] | 400,000 | 400,000 |
Debt Instrument, Unamortized Discount | $ (1,681) | (2,435) | |
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||
2015 CCH Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [5],[6] | $ 2,428,000 | 0 |
2015 CCH Credit Facility [Member] | LIBOR [Member] | Construction [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
2015 CCH Credit Facility [Member] | LIBOR [Member] | Operations [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||
2015 CCH Credit Facility [Member] | Base Rate [Member] | Construction [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
2015 CCH Credit Facility [Member] | Base Rate [Member] | Operations [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
SPL Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [7],[8] | $ 0 | $ 0 |
[1] | Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the SPL Project. | ||
[2] | Variable interest rate, at SPL’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans range from 1.30% to 1.75%, depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is 1.75%. Interest on LIBOR loans is due and payable at the end of each LIBOR period, and interest on base rate loans is due and payable at the end of each quarter. | ||
[3] | Matures on May 28, 2017 when the full amount of the outstanding principal obligations must be repaid. | ||
[4] | Variable interest rate, at CTPL’s election, is LIBOR or the base rate plus the applicable margin. CTPL has historically elected LIBOR loans, for which the applicable margin is 3.25% and is due and payable at the end of each LIBOR period. | ||
[5] | Matures on the earlier of May 13, 2022 or the second anniversary of the completion date of the first two Trains of the CCL Project. | ||
[6] | Variable interest rate, at CCH’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of the first two Trains of the CCL Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion of the first two Trains of the CCL Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period, and interest on base rate loans is due and payable at the end of each quarter. | ||
[7] | Matures on December 31, 2020, with various terms for underlying loans, as further described below under SPL Working Capital Facility. As of September 30, 2015 and December 31, 2014, no loans were outstanding under the SPL Working Capital Facility or the SPL LC Agreement it replaced. | ||
[8] | Variable interest rates, based on LIBOR or the base rate, as further described below under SPL Working Capital Facility. |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
2025 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
SPLNG [Member] | |||
Debt Instrument [Line Items] | |||
Partners' Capital Account, Distributions | $ 267,900,000 | $ 237,700,000 | |
SPL [Member] | 2025 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 2,000,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | 5.625% | |
Debt Instrument, Registration Period | 360 days |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facilities (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Mar. 31, 2015USD ($) | May. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Rate | Sep. 30, 2014USD ($) | Jun. 30, 2015USD ($) | May. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Line of Credit Facility [Line Items] | |||||||||||
Long-term Debt, Outstanding Borrowings | $ 16,321,120,000 | $ 16,321,120,000 | $ 9,989,969,000 | ||||||||
Losses on Extinguishment of Debt | 0 | $ 0 | 96,273,000 | $ 114,335,000 | |||||||
2015 SPL Credit Facilities [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Long-term Debt, Outstanding Borrowings | [1],[2] | 250,000,000 | $ 250,000,000 | 0 | |||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||||||||
2015 SPL Credit Facilities [Member] | SPL [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,600,000,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 4,300,000,000 | $ 4,300,000,000 | |||||||||
Long-term Debt, Outstanding Borrowings | 250,000,000 | 250,000,000 | |||||||||
Debt Instrument, Fee Amount | $ 88,200,000 | $ 88,200,000 | |||||||||
Line Of Credit Facility Insurance Premium Percentage Of Drawn Amount, per annum | 0.45% | ||||||||||
Line Of Credit Facility, Unused Capacity, Commitment Fee Percentage Of Margin On Undrawn Commitment, per annum | 40.00% | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage, per annum | 0.70% | ||||||||||
Line of Credit Facility, Amortization Period | 18 years | ||||||||||
2015 SPL Credit Facilities [Member] | SPL [Member] | Minimum [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | 65.00% | |||||||||
2013 SPL Credit Facilities [Member] | SPL [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,900,000,000 | ||||||||||
Long-term Debt, Outstanding Borrowings | 0 | ||||||||||
Line of Credit Facility, Decrease, Net | $ 1,800,000,000 | $ 2,100,000,000 | |||||||||
Losses on Extinguishment of Debt | $ 96,300,000 | ||||||||||
2015 CCH Credit Facility [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Long-term Debt, Outstanding Borrowings | [3],[4] | $ 2,428,000,000 | 2,428,000,000 | $ 0 | |||||||
2015 CCH Credit Facility [Member] | CCH [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,500,000,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 6,000,000,000 | $ 6,000,000,000 | |||||||||
Debt Instrument, Fee Amount | 289,800,000 | ||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||||||||
Line Of Credit Facility, Unused Capacity, Commitment Fee Percentage Of Margin On Undrawn Commitment, per annum | 40.00% | ||||||||||
Line of Credit Facility, Amortization Period | 19 years | ||||||||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.55 | ||||||||||
2015 CCH Credit Facility [Member] | CCH [Member] | Stage 1 [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 8,400,000,000 | ||||||||||
2015 CCH Credit Facility [Member] | CCH [Member] | Stage 2 [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,100,000,000 | ||||||||||
2015 CCH Credit Facility [Member] | CCH [Member] | Minimum [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | 65.00% | |||||||||
[1] | Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the SPL Project. | ||||||||||
[2] | Variable interest rate, at SPL’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans range from 1.30% to 1.75%, depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is 1.75%. Interest on LIBOR loans is due and payable at the end of each LIBOR period, and interest on base rate loans is due and payable at the end of each quarter. | ||||||||||
[3] | Matures on the earlier of May 13, 2022 or the second anniversary of the completion date of the first two Trains of the CCL Project. | ||||||||||
[4] | Variable interest rate, at CCH’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of the first two Trains of the CCL Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion of the first two Trains of the CCL Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period, and interest on base rate loans is due and payable at the end of each quarter. |
Long-Term Debt - Convertible No
Long-Term Debt - Convertible Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | |
Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest per contractual rate | $ 46,782,000 | $ 0 | $ 97,991,000 | $ 0 | ||||
Amortization of debt discount | 7,233,000 | 0 | 20,948,000 | 0 | ||||
Amortization of debt issuance costs | 1,133,000 | 0 | 1,748,000 | 0 | ||||
Total interest expense related to the Convertible Notes | $ 55,148,000 | $ 0 | $ 120,687,000 | $ 0 | ||||
2021 Cheniere Convertible Unsecured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | 4.875% | ||||||
Debt Instrument, Convertible, Earliest date of conversion, Period after closing | 1 year | |||||||
Debt Instrument, Convertible, Initial Conversion Price | $ 93.64 | $ 93.64 | ||||||
Convertible Debt | 808,800,000 | |||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 196,100,000 | $ 196,100,000 | $ 191,900,000 | $ 191,200,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 9.10% | 9.10% | 9.20% | |||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 5 years 8 months 1 day | |||||||
2025 CCH Holdco II Convertible Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 11.00% | ||||||
2025 CCH Holdco II Convertible Senior Notes [Member] | CCH Holdco II [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Collateral Amount, Equity Interest in Subsidiary | 100.00% | |||||||
2045 Cheniere Convertible Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 625,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | 4.25% | ||||||
Debt Instrument, Convertible, Initial Conversion Price | $ 138.38 | $ 138.38 | ||||||
Convertible Debt | 304,300,000 | |||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 194,100,000 | $ 194,100,000 | $ 195,700,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 9.40% | 9.40% | ||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 29 years 6 months 1 day | |||||||
Debt Instrument, Original Issue Discount | 20.00% | 20.00% | ||||||
Debt Instrument, Convertible, Conversion Ratio per $1,000 principal amount, in shares | 7.2265 | |||||||
CCH Holdco II [Member] | 2025 CCH Holdco II Convertible Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 11.00% | ||||||
Debt Instrument, Convertible, Collateral Amount, Equity Interest in Subsidiary | 100.00% | |||||||
CCH Holdco II [Member] | 2025 CCH Holdco II Convertible Senior Notes [Member] | CCH Holdco II [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Earliest date of conversion, Period after closing | 58 months | |||||||
Debt Instrument, Convertible, Percentage of Conversion 1, Discount to VWAP | 10.00% | |||||||
Debt Instrument, Convertible, Consecutive Trading Days to Calculate VWAP | 90 days | |||||||
Debt Instrument, Convertible, Percentage of Conversion 2, Discount to closing price of common stock | 10.00% | |||||||
CCH Holdco II [Member] | 2025 CCH Holdco II Convertible Senior Notes [Member] | Note Holders [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Earliest date of conversion, Period after Eligible Conversion Date | 6 months | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days 2 | 90 days | |||||||
CCH Holdco II [Member] | 2025 CCH Holdco II Convertible Senior Notes [Member] | Stage 2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Convertible, Commitment | $ 500,000,000 |
Long-Term Debt - Working Capita
Long-Term Debt - Working Capital Facility (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | ||
Debt Instrument [Line Items] | ||||
Long-term Debt, Outstanding Borrowings | $ 16,321,120,000 | $ 9,989,969,000 | ||
SPL Working Capital Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Outstanding Borrowings | [1],[2] | 0 | 0 | |
SPL [Member] | SPL LC Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 325,000,000 | |||
Letter of Credit, Outstanding Amount | 9,500,000 | |||
Letter of Credit, Drawn Amount | $ 0 | |||
SPL [Member] | SPL Working Capital Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | 1,200,000,000 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 1,100,000,000 | |||
Debt Instrument, Fee Amount | $ 27,500,000 | |||
Line of Credit Facility, Number of Business Days Notice Required for Repayment of Debt Without Penalty | 3 days | |||
SPL [Member] | SPL Working Capital Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Permitted Increase | $ 760,000,000 | |||
SPL [Member] | SPL Working Capital Facility [Member] | Completion of Train Six Financing [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Permitted Increase | 390,000,000 | |||
SPL [Member] | Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Letter of Credit, Outstanding Amount | 127,600,000 | |||
Letter of Credit, Drawn Amount | $ 0 | |||
SPL [Member] | Letter of Credit [Member] | Undrawn Portion [Member] | ||||
Debt Instrument [Line Items] | ||||
Letter of Credit, Commitment Fee Percentage | 1.75% | |||
SPL [Member] | Letter of Credit [Member] | Drawn Portion [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||
SPL [Member] | Working Capital Facility Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage, per annum | 0.70% | |||
SPL [Member] | Working Capital Facility Loan [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
SPL [Member] | Working Capital Facility Loan [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||
SPL [Member] | Working Capital Facility Loan [Member] | Base Rate Determination Federal Funds Rate [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||
SPL [Member] | Working Capital Facility Loan [Member] | Base Rate Determination LIBOR [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||
SPL [Member] | Working Capital Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Outstanding Borrowings | $ 0 | |||
Line of Credit Facility, Annual Temporary Balance Requirement, Outstanding Principal | $ 0 | |||
Line of Credit Facility, Annual Temporary Period Requirement, Number of Consecutive Business Days | 5 days | |||
SPL [Member] | Swing Line Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Outstanding Borrowings | $ 0 | |||
Debt Instrument, Term | 15 days | |||
Line of Credit Facility, Minimum Period For Termination Date, Number of Business Days | 3 days | |||
SPL [Member] | LC Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Outstanding Borrowings | $ 0 | |||
SPL [Member] | LC Loan [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Term | 1 year | |||
[1] | Matures on December 31, 2020, with various terms for underlying loans, as further described below under SPL Working Capital Facility. As of September 30, 2015 and December 31, 2014, no loans were outstanding under the SPL Working Capital Facility or the SPL LC Agreement it replaced. | |||
[2] | Variable interest rates, based on LIBOR or the base rate, as further described below under SPL Working Capital Facility. |
Long-Term Debt - Other (Details
Long-Term Debt - Other (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 31, 2013 | |
Debt Instrument [Line Items] | |||||
Interest Costs Incurred | $ 286,000,000 | $ 154,800,000 | $ 707,800,000 | $ 423,800,000 | |
Interest Costs Capitalized | 192,400,000 | $ 107,900,000 | 469,200,000 | $ 292,800,000 | |
CTPL [Member] | CTPL Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum Borrowing Capacity | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 |
Long-Term Debt - Schedule of Ca
Long-Term Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | $ 15,835,910 | $ 9,806,084 | |
2016 SPLNG Senior Notes, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 1,660,023 | 1,656,502 | |
2016 SPLNG Senior Notes, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 1,684,923 | 1,718,621 |
2020 SPLNG Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 420,000 | 420,000 | |
2020 SPLNG Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 410,550 | 428,400 |
2021 SPL Senior Notes, net of premium [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 2,009,090 | 2,010,177 | |
2021 SPL Senior Notes, net of premium [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 1,853,386 | 1,985,050 |
2022 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 1,000,000 | 1,000,000 | |
2022 SPL Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 930,000 | 1,020,000 |
2023 SPL Senior Notes, net of premium [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 1,506,570 | 1,507,089 | |
2023 SPL Senior Notes, net of premium [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 1,344,614 | 1,476,947 |
2024 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 2,000,000 | 2,000,000 | |
2024 SPL Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 1,765,000 | 1,970,000 |
2025 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 2,000,000 | 0 | |
2025 SPL Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes Payable, Fair Value Disclosure | [1] | 1,755,000 | 0 |
2015 SPL Credit Facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 250,000 | 0 | |
2015 SPL Credit Facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Lines of Credit, Fair Value Disclosure | [2] | 250,000 | 0 |
2021 Cheniere Convertible Unsecured Notes, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 854,820 | 814,751 | |
2021 Cheniere Convertible Unsecured Notes, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Fair Value Disclosures | [3] | 894,160 | 1,025,563 |
2025 CCH Holdco II Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 1,003,667 | 0 | |
2025 CCH Holdco II Convertible Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Fair Value Disclosures | [3] | 900,490 | 0 |
2045 Cheniere Convertible Senior Notes, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 305,421 | 0 | |
2045 Cheniere Convertible Senior Notes, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Fair Value Disclosures | [4] | 390,263 | 0 |
CTPL Term Loan, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 398,319 | 397,565 | |
CTPL Term Loan, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Loans Payable, Fair Value Disclosure | [2] | 400,000 | 400,000 |
2015 CCH Credit Facility [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 2,428,000 | 0 | |
2015 CCH Credit Facility [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Lines of Credit, Fair Value Disclosure | [2] | 2,428,000 | 0 |
SPL Working Capital Facility [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Long-term debt | 0 | 0 | |
SPL Working Capital Facility [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Lines of Credit, Fair Value Disclosure | [2] | $ 0 | $ 0 |
[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 September 30, 2015 and December 31, 2014, as applicable. | ||
[2] | The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. | ||
[3] | 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 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (69) | $ 1,971 | $ 102 | $ 2,147 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)Installment_vestingsannual_performance_periodsshares | Sep. 30, 2014USD ($)shares | Feb. 01, 2013shares | Jan. 31, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, net of capitalization | $ | $ 26,200 | $ 22,500 | $ 92,600 | $ 84,449 | ||
Share-based compensation capitalized during period | $ | 1,300 | 2,200 | 21,500 | 6,600 | ||
Share-based compensation, unrecognized compensation | $ | 316,200 | $ 316,200 | ||||
Share-based compensation, unrecognized compensation, period for recognition | 2 years 3 months 1 day | |||||
Proceeds from exercise of stock options | $ | 400 | 3,100 | $ 2,279 | 9,502 | ||
Share-based compensation plan modification, incremental compensation cost | $ | $ 0 | $ 0 | $ 0 | $ 10,800 | ||
Phantom Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grants in Period, number of units | 100 | 0 | 5,677 | 0 | ||
1997 Stock Option Plan [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares Authorized | 5,000 | 5,000 | ||||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 5,000 | 5,000 | ||||
2003 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares Authorized | 21,000 | 21,000 | ||||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 21,000 | 21,000 | ||||
2011 Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares Authorized | 35,000 | 35,000 | 35,000 | 10,000 | ||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 26,900 | 26,900 | ||||
2014-2018 Long-Term Cash Incentive Program [Domain] | Phantom Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of consecutive annual performance periods | annual_performance_periods | 5 | |||||
Number of vesting installments | Installment_vestings | 3 | |||||
Percentage of award that is performance-based | 100.00% | |||||
2014-2018 Long-Term Cash Incentive Program [Domain] | Phantom Units [Member] | Senior Executive Pool [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocation percentage to Chief Executive Officer | 50.00% | |||||
Percentage of outstanding stock maximum | 1.50% | |||||
2014-2018 Long-Term Cash Incentive Program [Domain] | Minimum [Member] | Phantom Units [Member] | General Pool [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocation percentage of total shareholder value | 2.00% | |||||
2014-2018 Long-Term Cash Incentive Program [Domain] | Maximum [Member] | Phantom Units [Member] | General Pool [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocation percentage of total shareholder value | 4.00% | |||||
2014-2018 Long-Term Cash Incentive Program [Domain] | Maximum [Member] | Phantom Units [Member] | Senior Executive Pool [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocation percentage of total shareholder value | 2.00% |
Net Loss Per Share Attributab52
Net Loss Per Share Attributable to Common Stockholders (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted Average Number of Shares Outstanding, Basic | 227,126 | 224,309 | 226,648 | 223,710 | |
Dilutive common stock options | [1] | 0 | 0 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 227,126 | 224,309 | 226,648 | 223,710 | |
Basic and diluted net loss per share attributable to common stockholders | $ (1.31) | $ (0.40) | $ (3.02) | $ (1.74) | |
Stock options and unvested stock [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from computation of net loss per share, number of shares | 8,600 | 13,000 | 8,600 | 12,800 | |
Convertible Debt Securities [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from computation of net loss per share, number of shares | 56,200 | 56,200 | |||
[1] | Stock options and unvested stock of 8.6 million shares and 13.0 million shares for the three months ended September 30, 2015 and 2014, respectively, and 8.6 million shares and 12.8 million shares for the nine months ended September 30, 2015 and 2014, respectively, representing securities that could potentially dilute basic EPS in the future, were not included in the diluted net loss per share computations because their effect would have been anti-dilutive. In addition, 56.2 million shares in aggregate, issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes, the 2025 CCH HoldCo II Convertible Senior Notes and the 2045 Cheniere Convertible Senior Notes, as described in Note 7—Long-Term Debt, were not included in the computation of diluted net loss per share for the three and nine months ended September 30, 2015 because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. |
Commitments and Contingencies (
Commitments and Contingencies (Details) shares in Millions | Feb. 01, 2013shares | Sep. 30, 2014item | Sep. 30, 2015USD ($)shares | Dec. 31, 2014USD ($) | Jan. 31, 2013shares |
Commitments and Contingencies [Line Items] | |||||
Loss Contingency, New Claims Filed, Number | item | 4 | ||||
Guarantee Obligations [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Liabilities recognized under guarantee arrangements | $ | $ 0 | $ 0 | |||
2011 Incentive Plan [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Number of Shares Authorized | 35 | 35 | 10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 25 |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)item | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | ||
Segment Reporting Information [Line Items] | ||||||
Number of Reportable Segments | item | 2 | |||||
Revenues (losses) from external customers | [1] | $ 66,059 | $ 66,807 | $ 202,453 | $ 202,002 | |
Intersegment revenues (losses) | [2] | 0 | 0 | 0 | 0 | |
Depreciation expense | 21,638 | 16,189 | 59,561 | 48,962 | ||
Income (loss) from operations | (52,074) | (61,164) | (208,192) | (171,169) | ||
Interest expense, net of capitalized interest | (93,566) | (46,884) | (238,664) | (130,943) | ||
Loss before income taxes and non-controlling interest | [3] | (307,161) | (102,829) | (784,636) | (505,708) | |
Share-based compensation | 27,451 | 24,655 | 114,107 | 90,972 | ||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | $ 76,819 | |
Total assets | 18,452,259 | 11,785,316 | 18,452,259 | 11,785,316 | $ 12,573,683 | |
Expenditures for additions to long-lived assets | 1,451,469 | 717,540 | 6,037,674 | 2,219,987 | ||
LNG terminal business [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues (losses) from external customers | [1] | 67,212 | 66,983 | 203,324 | 200,243 | |
Intersegment revenues (losses) | [2] | 233 | 607 | 827 | 2,113 | |
Depreciation expense | 16,775 | 14,817 | 47,787 | 44,033 | ||
Income (loss) from operations | 27,072 | (28,482) | (15,324) | (56,863) | ||
Interest expense, net of capitalized interest | (67,589) | (46,996) | (169,899) | (131,264) | ||
Loss before income taxes and non-controlling interest | [3] | (196,693) | (64,886) | (507,751) | (376,363) | |
Share-based compensation | 1,316 | 3,278 | 30,233 | 9,840 | ||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | ||
Total assets | 16,784,317 | 10,847,861 | 16,784,317 | 10,847,861 | ||
Expenditures for additions to long-lived assets | 1,429,808 | 695,159 | 5,964,244 | 2,164,596 | ||
LNG and natural gas marketing business [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues (losses) from external customers | [1] | (1,557) | (500) | (1,601) | 482 | |
Intersegment revenues (losses) | [2] | 11,354 | 17,262 | 24,725 | 21,336 | |
Depreciation expense | 320 | 103 | 764 | 364 | ||
Income (loss) from operations | (27,117) | (6,652) | (58,667) | (33,153) | ||
Interest expense, net of capitalized interest | (14) | 0 | (14) | 0 | ||
Loss before income taxes and non-controlling interest | [3] | (27,665) | (7,130) | (59,871) | (34,046) | |
Share-based compensation | 2,051 | 8,281 | 12,138 | 17,212 | ||
Goodwill | 0 | 0 | 0 | 0 | ||
Total assets | 552,752 | 65,536 | 552,752 | 65,536 | ||
Expenditures for additions to long-lived assets | 403 | 486 | 2,517 | 1,271 | ||
Corporate and other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues (losses) from external customers | [1],[4] | 404 | 324 | 730 | 1,277 | |
Intersegment revenues (losses) | [2],[4] | (11,587) | (17,869) | (25,552) | (23,449) | |
Depreciation expense | [4] | 4,543 | 1,269 | 11,010 | 4,565 | |
Income (loss) from operations | [4] | (52,029) | (26,030) | (134,201) | (81,153) | |
Interest expense, net of capitalized interest | [4] | (25,963) | 112 | (68,751) | 321 | |
Loss before income taxes and non-controlling interest | [3],[4] | (82,803) | (30,813) | (217,014) | (95,299) | |
Share-based compensation | [4] | 24,084 | 13,096 | 71,736 | 63,920 | |
Goodwill | [4] | 0 | 0 | 0 | 0 | |
Total assets | [4] | 1,115,190 | 871,919 | 1,115,190 | 871,919 | |
Expenditures for additions to long-lived assets | [4] | $ 21,258 | $ 21,895 | $ 70,913 | $ 54,120 | |
Cheniere Partners [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
General Partner Ownership Percentage | 100.00% | |||||
Cheniere Holdings [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% | 80.10% | |||
Cheniere Holdings [Member] | Cheniere Partners [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Limited Partner ownership percentage | 55.90% | |||||
[1] | Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total Gas & Power North America, Inc. and Chevron U.S.A. Inc. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal. | |||||
[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. These LNG and natural gas marketing segment intersegment revenues (losses) are eliminated with intersegment revenues (losses) in our Consolidated Statements of Operations. | |||||
[3] | 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. | |||||
[4] | 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 Inform55
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the year for interest, net of amounts capitalized and deferred | $ 48,271 | $ 47,152 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | 356,306 | 287,330 |
Non-cash conveyance of assets | $ 13,169 | $ 0 |