Document and Entity Information
Document and Entity Information Document - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 12, 2016 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 235,615,085 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 15.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 1,201,112 | $ 1,747,583 |
Restricted cash | 503,397 | 481,737 |
Accounts and interest receivable | 5,749 | 4,419 |
Inventory | 18,125 | 7,786 |
Other current assets | 54,203 | 17,352 |
Total current assets | 1,782,586 | 2,258,877 |
Non-current restricted cash | 31,722 | 550,811 |
Property, plant and equipment, net | 16,193,907 | 9,246,753 |
Debt issuance costs, net | 589,213 | 242,323 |
Non-current derivative assets | 30,887 | 11,744 |
Goodwill | 76,819 | 76,819 |
Other non-current assets | 314,455 | 186,356 |
Total assets | 19,019,589 | 12,573,683 |
Current liabilities | ||
Accounts payable | 22,820 | 13,426 |
Accrued liabilities | 427,199 | 169,129 |
Current debt, net | 1,676,197 | 0 |
Deferred revenue | 26,669 | 26,655 |
Derivative liabilities | 35,201 | 23,247 |
Other current liabilities | 0 | 18 |
Total current liabilities | 2,188,086 | 232,475 |
Long-term debt, net | 15,128,145 | 9,806,084 |
Non-current deferred revenue | 9,500 | 13,500 |
Non-current derivative liabilities | 79,387 | 267 |
Other non-current liabilities | $ 53,068 | $ 19,840 |
Commitments and contingencies (see Note 16) | ||
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 December 31, 2015 and 2014; Issued and outstanding: 235.6 and 236.7 million shares at December 31, 2015 and 2014, respectively | 708 | 712 |
Treasury stock: 11.6 million shares and 10.6 million shares at December 31, 2015 and 2014, respectively, at cost | (353,927) | (292,752) |
Additional paid-in-capital | 3,075,317 | 2,776,702 |
Accumulated deficit | (3,623,948) | (2,648,839) |
Total stockholders’ deficit | (901,850) | (164,177) |
Non-controlling interest | 2,463,253 | 2,665,694 |
Total equity | 1,561,403 | 2,501,517 |
Total liabilities and equity | $ 19,019,589 | $ 12,573,683 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Thousands | Dec. 31, 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 | 235,639 | 236,745 |
Common Stock, Shares, Outstanding | 235,639 | 236,745 |
Treasury Stock, Shares | 11,649 | 10,596 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenues | ||||
LNG terminal revenues | $ 269,281 | $ 267,606 | $ 265,406 | |
Marketing and trading revenues (losses) | 66 | (1,286) | 242 | |
Other | 1,538 | 1,634 | 1,565 | |
Total revenues | [1] | 270,885 | 267,954 | 267,213 |
Operating costs and expenses | ||||
Operating and maintenance expense | 79,767 | 84,403 | 88,511 | |
Depreciation and amortization expense | 82,680 | 64,258 | 61,209 | |
Development expense | 42,141 | 54,376 | 60,934 | |
General and administrative expense | 423,862 | 323,709 | 384,512 | |
Impairment expense | 91,317 | 0 | 0 | |
Other | 431 | 13,387 | 375 | |
Total operating costs and expenses | 720,198 | 540,133 | 595,541 | |
Loss from operations | (449,313) | (272,179) | (328,328) | |
Other income (expense) | ||||
Interest expense, net of capitalized interest | (322,083) | (181,236) | (178,400) | |
Loss on early extinguishment of debt | (124,180) | (114,335) | (131,576) | |
Derivative gain (loss), net | (203,639) | (119,401) | 82,790 | |
Other income (expense) | 1,804 | (583) | 1,091 | |
Total other expense | (648,098) | (415,555) | (226,095) | |
Loss before income taxes and non-controlling interest | [2] | (1,097,411) | (687,734) | (554,423) |
Income tax benefit (provision) | 96 | (4,143) | (4,340) | |
Net loss | (1,097,315) | (691,877) | (558,763) | |
Less: net loss attributable to non-controlling interest | (122,206) | (143,945) | (50,841) | |
Net loss attributable to common stockholders | $ (975,109) | $ (547,932) | $ (507,922) | |
Net loss per share attributable to common stockholders—basic and diluted | $ (4.30) | $ (2.44) | $ (2.32) | |
Weighted average number of common shares outstanding—basic and diluted | 226,903 | 224,338 | 218,869 | |
[1] | Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total and Chevron. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal. | |||
[2] | Items to reconcile loss from operations and loss before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (1,097,315) | $ (691,877) | $ (558,763) |
Other comprehensive income (loss) | |||
Loss on settlements of interest rate cash flow hedges retained in other comprehensive income | 0 | 0 | (30) |
Change in fair value of interest rate cash flow hedges | 0 | 0 | 21,297 |
Losses reclassified into earnings as a result of discontinuance of cash flow hedge accounting | 0 | 0 | 5,973 |
Foreign currency translation | 0 | 0 | 111 |
Total other comprehensive income | 0 | 0 | 27,351 |
Comprehensive loss | (1,097,315) | (691,877) | (531,412) |
Less: comprehensive loss attributable to non-controlling interest | (122,206) | (143,945) | (48,809) |
Comprehensive loss attributable to common stockholders | $ (975,109) | $ (547,932) | $ (482,603) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2012 | 223,397 | ||||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2012 | 4,727 | ||||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2012 | $ 2,261,605 | $ 671 | $ (39,115) | $ 2,168,781 | $ (1,592,985) | $ (27,351) | $ 1,751,604 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuances of stock, shares | 155 | 0 | |||||
Issuances of stock | 3,697 | $ 0 | $ 0 | 3,697 | 0 | 0 | 0 |
Issuances of restricted stock, shares | 18,860 | 0 | |||||
Issuances of restricted stock | 0 | $ 57 | $ 0 | (57) | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | (159) | 81 | |||||
Forfeitures of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Share-based compensation | 283,881 | $ 0 | $ 0 | 283,881 | 0 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (4,162) | 4,162 | |||||
Shares repurchased related to share-based compensation | 140,711 | $ (12) | $ (140,711) | 12 | 0 | 0 | 0 |
Excess tax benefit from share-based compensation | 3,385 | 0 | 0 | 3,385 | 0 | 0 | 0 |
Foreign currency translation | 111 | 0 | 0 | 0 | 0 | 111 | 0 |
Interest rate cash flow hedges | 27,239 | 0 | 0 | 0 | 0 | 25,207 | 2,032 |
Loss attributable to non-controlling interest | (50,841) | 0 | 0 | 0 | 0 | 0 | (50,841) |
Sale of Cheniere Holdings’ common shares to non-controlling interest | 664,931 | 0 | 0 | 0 | 0 | 0 | 664,931 |
Sale of common units to non-controlling interest | 363,902 | 0 | 0 | 0 | 0 | 2,033 | 361,869 |
Distributions to non-controlling interest | (69,220) | 0 | 0 | 0 | 0 | 0 | (69,220) |
Net loss | (507,922) | $ 0 | $ 0 | 0 | (507,922) | 0 | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2013 | 238,091 | ||||||
Treasury Stock, Shares, End of Period at Dec. 31, 2013 | 8,970 | ||||||
Stockholders' Equity, End of Period at Dec. 31, 2013 | 2,840,057 | $ 716 | $ (179,826) | 2,459,699 | (2,100,907) | 0 | 2,660,375 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options, shares | 387 | 0 | |||||
Exercise of stock options | 11,409 | $ 1 | $ 0 | 11,408 | 0 | 0 | 0 |
Issuances of restricted stock, shares | 550 | 0 | |||||
Issuances of restricted stock | 0 | $ 2 | $ 0 | (2) | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | (726) | 69 | |||||
Forfeitures of restricted stock | 0 | $ (2) | $ 0 | 2 | 0 | 0 | 0 |
Share-based compensation | 110,039 | $ 0 | $ 0 | 110,039 | 0 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (1,557) | 1,557 | |||||
Shares repurchased related to share-based compensation | (112,926) | $ (5) | $ (112,926) | 5 | 0 | 0 | 0 |
Excess tax benefit from share-based compensation | 3,605 | 0 | 0 | 3,605 | 0 | 0 | 0 |
Foreign currency translation | 0 | ||||||
Loss attributable to non-controlling interest | (143,945) | 0 | 0 | 0 | 0 | 0 | (143,945) |
Equity portion of convertible notes, net | 191,946 | 0 | 0 | 191,946 | 0 | 0 | 0 |
Sale of Cheniere Holdings’ common shares to non-controlling interest | 228,781 | 0 | 0 | 0 | 0 | 0 | 228,781 |
Distributions to non-controlling interest | (79,517) | 0 | 0 | 0 | 0 | 0 | (79,517) |
Net loss | $ (547,932) | $ 0 | $ 0 | 0 | (547,932) | 0 | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2014 | 236,745 | 236,745 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2014 | 10,596 | 10,596 | |||||
Stockholders' Equity, End of Period at Dec. 31, 2014 | $ 2,501,517 | $ 712 | $ (292,752) | 2,776,702 | (2,648,839) | 0 | 2,665,694 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options, shares | 66 | 67 | 0 | ||||
Exercise of stock options | $ 2,279 | $ 0 | $ 0 | 2,279 | 0 | 0 | 0 |
Issuances of restricted stock, shares | 19 | 0 | |||||
Issuances of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | (156) | 17 | |||||
Forfeitures of restricted stock | 0 | $ (1) | $ 0 | 1 | 0 | 0 | 0 |
Share-based compensation | 89,636 | $ 0 | $ 0 | 89,636 | 0 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (1,036) | 1,036 | |||||
Shares repurchased related to share-based compensation | (61,175) | $ (3) | $ (61,175) | 3 | 0 | 0 | 0 |
Excess tax benefit from share-based compensation | 1,524 | 0 | 0 | 1,524 | 0 | 0 | 0 |
Foreign currency translation | 0 | ||||||
Loss attributable to non-controlling interest | (122,206) | 0 | 0 | 0 | 0 | 0 | (122,206) |
Equity portion of convertible notes, net | 205,172 | 0 | 0 | 205,172 | 0 | 0 | 0 |
Distributions to non-controlling interest | (80,235) | 0 | 0 | 0 | 0 | 0 | (80,235) |
Net loss | $ (975,109) | $ 0 | $ 0 | 0 | (975,109) | 0 | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2015 | 235,639 | 235,639 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2015 | 11,649 | 11,649 | |||||
Stockholders' Equity, End of Period at Dec. 31, 2015 | $ 1,561,403 | $ 708 | $ (353,927) | $ 3,075,317 | $ (3,623,948) | $ 0 | $ 2,463,253 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net loss | $ (1,097,315) | $ (691,877) | $ (558,763) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash LNG inventory write-downs | 17,537 | 24,461 | 26,900 |
Depreciation and amortization expense | 82,680 | 64,258 | 61,209 |
Share-based compensation | 168,157 | 102,003 | 271,367 |
Amortization of debt issuance costs and discount | 47,733 | 16,593 | 14,948 |
Loss on early extinguishment of debt | 124,180 | 114,335 | 131,576 |
Total (gains) losses on derivatives, net | 168,426 | 118,968 | (84,281) |
Net cash used for settlement of derivative instruments | (99,616) | (22,758) | 609 |
Impairment expense | 91,317 | 0 | 0 |
Other | 959 | 15,914 | (2,631) |
Changes in restricted cash for certain operating activities | 216,898 | 138,679 | 120,593 |
Changes in operating assets and liabilities: | |||
Accounts and interest receivable | (662) | 67 | (31) |
Inventory | (27,876) | (18,874) | (26,460) |
Accounts payable and accrued liabilities | 5,966 | 16,073 | 6,687 |
Deferred revenue | (3,986) | (3,938) | (3,947) |
Other, net | 39,980 | 1,977 | (10,212) |
Net cash used in operating activities | (265,622) | (124,119) | (52,436) |
Cash flows from investing activities | |||
Property, plant and equipment, net | (6,852,583) | (2,829,558) | (3,114,343) |
Use of restricted cash for the acquisition of property, plant and equipment | 6,324,288 | 2,684,433 | 3,129,709 |
Investment in Cheniere Partners | 0 | 0 | (11,122) |
Other | (131,128) | (66,862) | (33,667) |
Net cash used in investing activities | (659,423) | (211,987) | (29,423) |
Cash flows from financing activities | |||
Proceeds from issuances of debt | 7,073,000 | 3,584,500 | 4,504,478 |
Repayments of debt | 0 | (177,000) | (100,000) |
Debt issuance and deferred financing costs | (513,062) | (111,807) | (311,050) |
Investment in restricted cash | (6,043,757) | (2,224,196) | (4,083,707) |
Distributions and dividends to non-controlling interest | (80,235) | (79,517) | (69,220) |
Proceeds from sale of common shares by Cheniere Holdings | 0 | 228,781 | 665,001 |
Proceeds from sale of common units by Cheniere Partners | 0 | 0 | 364,775 |
Proceeds from exercise of stock options | 2,279 | 10,805 | 3,698 |
Payments related to tax withholdings for share-based compensation | (61,175) | (112,324) | (136,367) |
Other | 1,524 | 3,605 | 3,382 |
Net cash provided by financing activities | 378,574 | 1,122,847 | 840,990 |
Net increase (decrease) in cash and cash equivalents | (546,471) | 786,741 | 759,131 |
Cash and cash equivalents—beginning of period | 1,747,583 | 960,842 | 201,711 |
Cash and cash equivalents—end of period | $ 1,201,112 | $ 1,747,583 | $ 960,842 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS Cheniere, a Delaware corporation, is a Houston-based energy company primarily engaged in LNG-related businesses. We own and operate the Sabine Pass LNG terminal in Louisiana through our ownership interest in and management agreements with Cheniere Partners, which is a publicly traded limited partnership that we created in 2007. We own 100% of the general partner interest in Cheniere Partners and 80.1% of Cheniere Holdings, which is a publicly traded limited liability company formed in 2013 that owns a 55.9% limited partner interest in Cheniere Partners. We are currently developing and constructing two natural gas liquefaction and export facilities. The Sabine Pass LNG terminal is located on the Sabine-Neches Waterway less than four miles from the Gulf Coast. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ wholly owned subsidiary, SPLNG, that includes existing infrastructure of five LNG storage tanks with capacity of approximately 16.9 Bcfe, two docks that can accommodate vessels with nominal capacity of up to 266,000 cubic meters and vaporizers with regasification capacity of approximately 4.0 Bcf/d. Cheniere Partners is developing and constructing natural gas liquefaction facilities (the “SPL Project”) at the Sabine Pass LNG terminal adjacent to the existing regasification facilities through a wholly owned subsidiary, SPL. Cheniere Partners is constructing five Trains and developing a sixth Train, each of which is expected to have a nominal production capacity of approximately 4.5 mtpa of LNG. Cheniere Partners also owns a 94 -mile pipeline that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines (the “Creole Trail Pipeline”) through a wholly owned subsidiary, CTPL. We are developing and constructing a second natural gas liquefaction and export facility at the Corpus Christi LNG terminal, which is on nearly 2,000 acres of land that we own or control near Corpus Christi, Texas, and a pipeline facility (the “CCL Project”) through wholly owned subsidiaries CCL and CCP, respectively. The Corpus Christi LNG terminal is being developed for up to three Trains, with expected aggregate nominal production capacity of approximately 13.5 mtpa of LNG, three LNG storage tanks with capacity of approximately 10.1 Bcfe and two docks that can accommodate vessels with nominal capacity of up to 266,000 cubic meters. The CCL Project is being developed in stages. The first stage (“Stage 1”) includes Trains 1 and 2, two LNG storage tanks, one complete marine berth and a second partial berth and all of the CCL Project ’s necessary infrastructure facilities. The second stage (“Stage 2”) includes Train 3, one LNG storage tank and the completion of the second partial berth. The CCL Project also includes a 23 -mile, 48 -inch natural gas supply pipeline that will interconnect the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline”) . The CCL Stage III entities, wholly owned subsidiaries of Cheniere, are also developing two additional Trains and one LNG storage tank at the Corpus Christi LNG terminal adjacent to the CCL Project , along with a second natural gas pipeline. Cheniere Marketing is engaged in the LNG and natural gas marketing business and is developing a portfolio of long-term, short-term and spot SPAs. Cheniere Marketing has entered into SPAs with SPL and CCL to purchase LNG produced by the SPL Project and the CCL Project . We are also in various stages of developing other projects which, among other things, will require acceptable commercial and financing arrangements before we make a final investment decision. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our Consolidated Financial Statements were prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Cheniere, its majority owned subsidiaries and entities in which it holds a controlling interest, including the accounts of Cheniere Holdings and Cheniere Partners and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for the Company’s proportionate share of earnings, losses and distributions. Other investments are carried at original cost. Investments accounted for using the equity method and cost method are reported as a component of other assets. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, operating results or cash flows. Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, goodwill, collectability of accounts and notes receivable, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for commodity derivatives and interest rate derivatives as disclosed in Note 6—Derivative Instruments . The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt in the open market, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 11—Debt , are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments. Non-financial assets and liabilities initially measured at fair value include certain assets and liabilities acquired in a business combination, intangible assets, goodwill and AROs. Revenue Recognition LNG regasification capacity reservation fees are recognized as revenue over the term of the respective TUAs. Advance capacity reservation fees are initially deferred and amortized over a 10 -year period as a reduction of a customer’s regasification capacity reservation fees payable under its TUA. Under each of these TUAs, SPLNG is entitled to retain 2% of LNG delivered for each customer’s account at the Sabine Pass LNG terminal, which is recognized as revenues as SPLNG performs the services set forth in each customer’s TUA. LNG and Natural Gas Marketing We have determined that a portion of our LNG and natural gas marketing business activities is comprised of energy trading and risk management activities for trading purposes and have elected to present these activities on a net basis on our Consolidated Statements of Operations. For our LNG and natural gas marketing transactions that are not energy trading and risk management activities for trading purposes, we determine whether revenue should be reported on a gross or net basis based on an assessment of whether we are acting as the principal or the agent in the transaction. Marketing and trading revenues represent the margin earned on the purchase and transportation of LNG purchases and subsequent sales of LNG and natural gas to third parties. These energy trading and risk management activities include, but are not limited to, the purchase of LNG and natural gas, transportation contracts and LNG inventory derivatives. Below is a brief description of our accounting treatment for each type of energy trading and risk management activity: Purchase of LNG and natural gas The purchase value of LNG or natural gas inventory is recorded as an asset on our Consolidated Balance Sheets at the cost to acquire the product. Our inventory is subject to lower of cost or market adjustment each quarter. Recoveries of losses resulting from interim period lower of cost or market adjustments are made due to market price recoveries on the same inventory in the same fiscal year and are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. Any adjustment to our inventory is recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. Transportation contracts We enter into transportation contracts with respect to the transport of LNG or natural gas to a specific location for storage, consumption or sale. Transportation costs that are incurred during the purchase of LNG or natural gas are capitalized as part of the acquisition costs of the product. Transportation costs incurred to sell LNG or natural gas are recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. LNG Inventory Derivatives We use derivative instruments to hedge cash flows attributable to the future sale of LNG inventory. Gains and losses in positions to hedge the cash flows attributable to the future sale of LNG inventory are classified as marketing and trading revenues on our Consolidated Statements of Operations. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash 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. Amounts that are designated as restricted cash are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. For these amounts, we have presented increases and decreases separately from increases and decreases in cash and cash equivalents in our Consolidated Statements of Cash Flows. These amounts that represent non-cash transactions within our Consolidated Statements of Cash Flows present the effect of sources and uses of restricted cash as they relate to the changes to assets and liabilities in our Consolidated Balance Sheets. Restricted cash is presented on a gross basis within each of those categories so as to reconcile the change in non-cash activity that occurs on the balance sheet from period to period. Accounts and Notes Receivable Accounts and notes receivable are reported net of allowances for doubtful accounts. Notes receivable that are not classified as trade receivables are recorded within other current assets in our Consolidated Balance Sheets. Impaired receivables are specifically identified and evaluated for expected losses. The expected loss on impaired receivables is primarily determined based on the debtor’s ability to pay and the estimated value of any collateral. During the year ended December 31, 2015 , we recognized bad debt expense of $36.2 million which is primarily attributable to a reserve against funds loaned to Parallax Enterprises, LLC as part of its development of two mid-scale natural gas liquefaction projects in Louisiana along the Gulf Coast. This charge is recorded as impairment expense on our Consolidated Statements of Operations. Inventory Inventory is recorded at weighted average cost and is subject to lower of cost or market (“LCM”) adjustments at the end of each period. Our LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal that are recorded in operating and maintenance expense on our Consolidated Statements of Operations. Recoveries of losses resulting from interim period LCM adjustments are recorded when market price recoveries occur on the same inventory in the same fiscal year. These recoveries are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. During the years ended December 31, 2015 , 2014 and 2013 , we recognized $17.5 million , $24.5 million and $26.9 million , respectively, as operating and maintenance expense as a result of LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal. Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminals and related pipelines once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminals and related pipelines. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as other non-current assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. We capitalize interest and other related debt costs during the construction period of our LNG terminals and related pipelines. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. During the year ended December 31, 2015 , we recorded, primarily in relation to a liquid hydrocarbon export project in Texas along the Gulf Coast, approximately $55.1 million of impairment expense as a result of our strategic focus to complete construction and commence operation of the first five Trains of the SPL Project and the first two Trains of the CCL Project. This amount is included in impairment expense on our Consolidated Statements of Operations and relates to corporate and other within our segment disclosures. We did no t record any impairment expense related to property, plant and equipment during the years ended December 31, 2014 or 2013 . Regulated Natural Gas Pipelines The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from commodity price and interest rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria and we elect the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in current earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did no t have any derivative instruments designated as cash flow hedges as of December 31, 2015 and 2014 . In the past, we elected cash flow hedge accounting for derivatives that we used to hedge the exposure to volatility in floating-rate interest payments. Changes in fair value of derivative instruments designated as cash flow hedges, to the extent the hedge was effective, were recognized in accumulated other comprehensive loss on our Consolidated Balance Sheets. We reclassified gains and losses on the hedges from accumulated other comprehensive loss into interest expense in our Consolidated Statements of Operations as the hedged item was recognized. Any change in the fair value resulting from ineffectiveness was recognized immediately as derivative gain (loss) on our Consolidated Statements of Operations. We used regression analysis to determine whether we expected a derivative to be highly effective as a cash flow hedge, prior to electing hedge accounting and also to determine whether all derivatives designated as cash flow hedges had been effective. We performed these effectiveness tests prior to designation for all new hedges and on a quarterly basis for all existing hedges. We calculated the actual amount of ineffectiveness on our cash flow hedges using the “dollar offset” method, which compared changes in the expected cash flows of the hedged transaction to changes in the value of expected cash flows from the hedge. We discontinued hedge accounting when our effectiveness tests indicated that a derivative was no longer highly effective as a hedge; when the derivative expired or was sold, terminated or exercised; when the hedged item matured, was sold or repaid; or when we determined that the occurrence of the hedged forecasted transaction was not probable. When we discontinued hedge accounting but continued to hold the derivative, prospective changes in fair value of the derivative instrument were recorded in income. Once we concluded that the hedged forecasted transaction became probable of not occurring, the amount remaining in accumulated other comprehensive loss pertaining to the previously designated derivatives was reclassified out of accumulated other comprehensive loss and into income. See Note 6—Derivative Instruments for additional details about our derivative instruments. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded as other current asset. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. SPLNG has entered into two long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective TUAs. SPLNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of AA. SPL has entered into six fixed price 20 -year SPAs with six unaffiliated third parties. CCL has entered into eight fixed price 20 -year SPAs with seven unaffiliated third parties. SPL and CCL are dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective SPAs. Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired. The goodwill on our Consolidated Balance Sheets as of December 31, 2015 and 2014 is associated with our LNG terminal reporting unit. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the chief operating decision maker for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. During the fourth quarters of 2015 and 2014 , we performed a qualitative assessment of goodwill in accordance with guidance from the Financial Accounting Standards Board (the “FASB”) , which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we fail the qualitative test, then we must compare our estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded, as necessary. The second step compares the implied fair value of the reporting unit’s goodwill to the carrying value, if any, of that goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. We completed our annual assessment of goodwill impairment during the fourth quarters of 2015 and 2014 , and the tests indicated no impairment. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our LNG terminal reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events. Debt Our debt consists of current and long-term secured debt securities, convertible debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Balance Sheet at par value adjusted for unamortized discount or premium. Discounts, premiums and costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. These costs are recorded as debt issuance costs on our Consolidated Balance Sheets and are being amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our recognition of AROs is described below. Currently, the Sabine Pass LNG terminal is our only constructed and operating LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is zero . Therefore, we have not recorded an ARO associated with the Sabine Pass LNG terminal. Currently, the Creole Trail Pipeline is our only constructed and operating natural gas pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline have no stipulated termination dates. Therefore, we have concluded that due to advanced technology associated with current natural gas pipelines and our intent to operate the Creole Trail Pipeline as long as supply and demand for natural gas exists in the United States, we have no t recorded an ARO associated with the Creole Trail Pipeline . Share-based Compensation We have awarded share-based compensation in the form of stock, restricted stock, stock options and phantom units that are more fully described in Note 13—Share-Based Compensation . We recognize share-based compensation at fair value on the date of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock to employees and non-employee directors and stock options), compensation cost is recognized based on the grant-date fair value using the quoted market price of Cheniere’s common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service and market conditions and using the accelerated recognition method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability-classified share-based compensation awards (which include restricted stock to non-employees and phantom units), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the Company’s stock price. Non-controlling Interests When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are recognized within equity. See Note 9—Non-controlling Interest for additional details about our non-controlling interest. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. A valuation allowance equal to our federal and state net deferred tax asset balance has been established due to the uncertainty of realizing the tax benefits related to our federal and state net deferred tax assets. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. Net Loss Per Share Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. Basic and diluted EPS for all periods presented are the same since the effect of our options and unvested stock is anti-dilutive to our net loss per share. Stock options and unvested stock representing securities that could potentially dilute basic EPS in the future that were not included in the diluted computation because they would have been anti-dilutive for the years 2015 , 2014 and 2013 , were 7.6 million shares, 10.4 million shares and 14.1 million shares, respectively. In addition, 73.9 million shares and 14.3 million shares in aggregate, for the years ended December 31, 2015 and 2014 , respectively, that were issuable upon conversion of our convertible notes, as described in Note 11—Debt , were not included in the computation of diluted net loss per share because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 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 $1.7 billion , before discount, of 7.50% Senior Secured Notes due 2016 (the “2016 SPLNG Senior Notes”) and $0.4 billion 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 December 31, 2015 and 2014 , we classified $77.4 million and $15.0 million , respectively, as current restricted cash for the payment of current interest due. As of December 31, 2015 and 2014 , we classified the permanent debt service reserve fund of $13.7 million and $76.1 million , respectively, 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 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 (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 11—Debt for additional details about our debt. As of December 31, 2015 and 2014 , we classified $189.3 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 December 31, 2015 and 2014 , we classified $7.9 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 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 approximately $8.4 billion (the “2015 CCH Credit Facility”) linked to Stage 1 of the CCL Project and the Corpus Christi Pipeline . 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 December 31, 2015 , we classified $46.8 million as current restricted cash held by CCH. Other Restricted Cash As of December 31, 2015 and 2014 , $147.1 million and $250.1 million , respectively, of cash was held by our subsidiaries that was restricted to Cheniere. In addition, as of December 31, 2015 and 2014 , $34.9 million and $35.9 million , respectively, had been classified as current restricted cash, and $18.0 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. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of December 31, 2015 and 2014 , inventory consisted of the following (in thousands): December 31, 2015 2014 Natural gas $ 5,724 $ — LNG 5,148 4,293 Materials and other 7,253 3,493 Total inventory $ 18,125 $ 7,786 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 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): December 31, 2015 2014 LNG terminal costs LNG terminal $ 2,509,646 $ 2,269,429 LNG terminal construction-in-process 13,877,209 7,155,046 LNG site and related costs, net 33,512 9,395 Accumulated depreciation (414,731 ) (350,497 ) Total LNG terminal costs, net 16,005,636 9,083,373 Fixed assets and other Computer and office equipment 12,153 7,464 Furniture and fixtures 17,101 10,733 Computer software 69,569 46,882 Leasehold improvements 40,136 36,067 Land 60,984 55,522 Other 79,642 36,881 Accumulated depreciation (91,314 ) (30,169 ) Total fixed assets and other, net 188,271 163,380 Property, plant and equipment, net $ 16,193,907 $ 9,246,753 LNG Terminal Costs The Sabine Pass LNG terminal is depreciated using the straight-line depreciation method applied to groups of LNG terminal assets with varying useful lives. The identifiable components of the Sabine Pass LNG terminal with similar estimated useful lives have a depreciable range between 15 and 50 years, as follows: Components Useful life (yrs) LNG storage tanks 50 Natural gas pipeline facilities 40 Marine berth, electrical, facility and roads 35 Regasification processing equipment (recondensers, vaporization and vents) 30 Sendout pumps 20 Other 15-30 Fixed Assets and Other Our fixed assets and other are recorded at cost and are depreciated on a straight-line method based on estimated lives of the individual assets or groups of assets. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 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 the derivative instruments that are required to be measured at fair value on a recurring basis as of December 31, 2015 and 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 December 31, 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 (liability) $ — $ (66 ) $ — $ (66 ) $ — $ 219 $ — $ 219 Liquefaction Supply Derivatives asset (liability) — (25 ) 32,492 32,467 — — 342 342 LNG Trading Derivatives asset — 1,053 — 1,053 — — — — SPL Interest Rate Derivatives liability — (8,740 ) — (8,740 ) — (12,036 ) — (12,036 ) CCH Interest Rate Derivatives liability — (104,999 ) — (104,999 ) — — — — The estimated fair values of our Natural Gas Derivatives and the economic hedges related to the Liquefaction Supply 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 December 31, 2015 and 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 years ended December 31, 2015, 2014 and 2013 . As all of the 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 December 31, 2015 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $32,492 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 the 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: December 31, 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 $ — $ 2,737 $ 640 $ 3,377 $ 219 $ 76 $ — $ 295 Non-current derivative assets — 30,304 583 30,887 — 586 — 586 Total derivative assets — 33,041 1,223 34,264 219 662 — 881 Derivative liabilities (66 ) (490 ) (107 ) (663 ) — (53 ) — (53 ) Non-current derivative liabilities — (84 ) (63 ) (147 ) — (267 ) — (267 ) Total derivative liabilities (66 ) (574 ) (170 ) (810 ) — (320 ) — (320 ) Derivative asset (liability), net $ (66 ) $ 32,467 $ 1,053 $ 33,454 $ 219 $ 342 $ — $ 561 (1) Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheets as of both December 31, 2015 and 2014 . The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2015, 2014 and 2013 : Year Ended December 31, Statement of Operations Location 2015 2014 2013 Natural Gas Derivatives loss Marketing and trading revenues (losses) $ (407 ) $ (1,298 ) $ (350 ) Natural Gas Derivatives gain Operating and maintenance expense 2,065 1,389 658 Liquefaction Supply Derivatives gain (1) Operating and maintenance expense 32,503 342 — LNG Trading Derivatives gain Marketing and trading revenues (losses) 1,053 — — (1) Does not include the realized value associated with derivative instruments that settle through physical delivery. The use of Commodity Derivatives exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our Commodity Derivatives are in an asset position. 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 primarily 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 December 31, 2015 , SPL has secured up to approximately 2,154.2 million MMBtu of natural gas feedstock through natural gas purchase agreements. The notional natural gas position of the Liquefaction Supply Derivatives was approximately 1,240.5 million MMBtu . LNG Trading Derivatives As of December 31, 2015 , we have entered into certain LNG Trading Derivatives representing a net position of zero 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 11—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 December 31, 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: December 31, 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 Other current assets $ — $ — $ — $ — $ — $ — Non-current derivative assets — — — 11,158 — 11,158 Total derivative assets — — — 11,158 — 11,158 Derivative liabilities (5,940 ) (28,559 ) (34,499 ) (23,194 ) — (23,194 ) Non-current derivative liabilities (2,800 ) (76,440 ) (79,240 ) — — — Total derivative liabilities (8,740 ) (104,999 ) (113,739 ) (23,194 ) — (23,194 ) Derivative liability, net $ (8,740 ) $ (104,999 ) $ (113,739 ) $ (12,036 ) $ — $ (12,036 ) The following table (in thousands) details the effect of our SPL Interest Rate Derivatives included in Other Comprehensive Income (“OCI”) and accumulated other comprehensive income (“AOCI”) during the year ended December 31, 2013. The SPL Interest Rate Derivatives had no effect on OCI during the years ended December 31, 2015 and 2014. Gain (Loss) in OCI Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting Year Ended December 31, 2013 SPL Interest Rate Derivatives - Designated $ 21,297 $ — $ 5,807 SPL Interest Rate Derivatives - Settlements (30 ) — 166 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 years ended December 31, 2015, 2014 and 2013 : Year Ended December 31, 2015 2014 2013 SPL Interest Rate Derivatives gain (loss) $ (41,722 ) $ (119,401 ) $ 88,596 CCH Interest Rate Derivatives loss (161,917 ) — — 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 shows the fair value (in thousands) 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 December 31, 2015 Natural Gas Derivatives $ 188 $ (254 ) $ (66 ) Liquefaction Supply Derivatives 33,636 (595 ) 33,041 Liquefaction Supply Derivatives (574 ) — (574 ) LNG Trading Derivatives 1,922 (699 ) 1,223 LNG Trading Derivatives (2,826 ) 2,656 (170 ) SPL Interest Rate Derivatives (8,740 ) — (8,740 ) CCH Interest Rate Derivatives (104,999 ) — (104,999 ) 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 ) |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of December 31, 2015 and 2014 , other non-current assets consisted of the following (in thousands): December 31, 2015 2014 Advances made under EPC and non-EPC contracts $ 83,579 $ 10,683 Advances made to municipalities for water system enhancements 89,953 36,441 Tax-related payments and receivables 31,712 26,279 Conveyed assets to non-affiliates — 14,751 Equity method investments 20,295 19,064 Other 88,916 79,138 Total other non-current assets $ 314,455 $ 186,356 |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2015 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | VARIABLE INTEREST ENTITY Cheniere Partners Cheniere Partners is a master limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG terminal and related assets. Cheniere Holdings is a limited liability company formed by us in 2013 to hold our Cheniere Partners limited partner interests. As of December 31, 2015 , we owned 80.1% of Cheniere Holdings, which owns a 55.9% limited partner interest in Cheniere Partners in the form of 12.0 million common units, 45.3 million Class B units and 135.4 million subordinated units. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. Cheniere Partners GP, our wholly owned subsidiary, is the general partner of Cheniere Partners. In May 2012, Cheniere Partners, Cheniere and Blackstone CQP Holdco LP ( “Blackstone CQP Holdco” ) entered into a unit purchase agreement (the “Blackstone Unit Purchase Agreement”) whereby Cheniere Partners agreed to sell to Blackstone CQP Holdco in a private placement 100.0 million Class B units of Cheniere Partners (“Class B units”) at a price of $15.00 per Class B unit. In August 2012, all conditions to funding were met and Blackstone CQP Holdco purchased its initial 33.3 million Class B units , and as of December 31, 2012, Blackstone CQP Holdco had purchased the remaining 66.7 million Class B units . At initial funding, the board of directors of Cheniere Partners GP was modified to include three directors appointed by Blackstone CQP Holdco , four directors appointed by us and four independent directors mutually agreed upon by Blackstone CQP Holdco and us and appointed by us. In addition, we provided Blackstone CQP Holdco with a right to maintain one board seat on our Board of Directors (our “Board”) . A quorum of Cheniere Partners GP directors consists of a majority of all directors, including at least two directors appointed by Blackstone CQP Holdco , two directors appointed by us and two independent directors. Blackstone CQP Holdco will no longer be entitled to appoint Cheniere Partners GP directors in the event that Blackstone CQP Holdco ’s ownership in Cheniere Partners is less than: (1) 20% of outstanding common units, subordinated units and Class B units, and (2) 50.0 million Class B units. As a result of contractual changes in the governance of Cheniere Partners GP in connection with the Blackstone Unit Purchase Agreement , we have determined that Cheniere Partners GP is a variable interest entity and that we, as the holder of the equity at risk, do not have a controlling financial interest due to the rights held by Blackstone CQP Holdco . However, we continue to consolidate Cheniere Partners as a result of Blackstone CQP Holdco ’s right to maintain one board seat on our Board which creates a de facto agency relationship between Blackstone CQP Holdco and us. GAAP requires that when a de facto agency relationship exists, one of the members of the de facto agency relationship must consolidate the variable interest entity based on certain criteria. As a result, we consolidate Cheniere Partners in our Consolidated Financial Statements. |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014 , our ownership interest in Cheniere Holdings was 80.1% , with the remaining non-controlling interest held by the public. Our ownership of Cheniere Partners interests is further discussed in Note 8—Variable Interest Entity . |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of December 31, 2015 and 2014 , accrued liabilities consisted of the following (in thousands): December 31, 2015 2014 Interest expense and related debt fees $ 159,968 $ 112,858 Compensation and benefits 99,511 6,425 Liquefaction projects costs 145,105 22,014 LNG terminal costs 3,918 1,077 Other accrued liabilities 18,697 26,755 Total accrued liabilities $ 427,199 $ 169,129 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | DEBT As of December 31, 2015 and 2014 , our debt consisted of the following (in thousands): Interest December 31, Rate 2015 2014 Long-term debt 2016 SPLNG Senior Notes 7.500% $ — $ 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) 845,000 — 2021 Cheniere Convertible Unsecured Notes 4.875% 1,054,033 1,004,469 2025 CCH HoldCo II Convertible Senior Notes 11.000% 1,050,588 — 2045 Cheniere Convertible Senior Notes 4.250% 625,000 — CTPL Term Loan (3) (4) 400,000 400,000 2015 CCH Credit Facility (5) (6) 2,713,000 — Total long-term debt 15,607,621 9,989,969 Long-term debt premium (discount) 2016 SPLNG Senior Notes — (8,998 ) 2021 SPL Senior Notes 8,718 10,177 2023 SPL Senior Notes 6,392 7,088 2021 Cheniere Convertible Unsecured Notes (174,095 ) (189,717 ) 2045 Cheniere Convertible Senior Notes (319,062 ) — CTPL Term Loan (1,429 ) (2,435 ) Total long-term debt, net 15,128,145 9,806,084 Current debt 2016 SPLNG Senior Notes 1,665,500 — 2016 SPLNG Senior Notes - discount (4,303 ) — SPL Working Capital Facility (7) (8) 15,000 — Total current debt, net 1,676,197 — Total debt, net $ 16,804,342 $ 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 December 31, 2014 , no loans were outstanding under the $325.0 million senior letter of credit and reimbursement agreement that was entered into in April 2014 (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 years ended December 31, 2015, 2014 and 2013 , we incurred $997.5 million , $587.0 million and $414.0 million of total interest cost, respectively, of which we capitalized and deferred $675.3 million $405.8 million and $233.0 million , respectively, including amortization of debt issuance costs, primarily related to the construction of the SPL Project in all periods and additionally the CCL Project in 2015. Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2015 (in thousands): Years Ending December 31, Principal Payments 2016 $ 1,680,500 2017 400,000 2018 — 2019 — 2020 1,265,000 Thereafter 13,942,621 Total $ 17,288,121 SPLNG Senior Notes The terms of the 2016 SPLNG Senior Notes and the 2020 SPLNG Senior Notes are substantially similar. Interest on the SPLNG Senior Notes is payable semi-annually in arrears. Subject to permitted liens, the SPLNG Senior Notes are secured on a first-priority basis by a security interest in all of SPLNG’s equity interests and substantially all of its operating assets. SPLNG may redeem all or part of the 2016 SPLNG Senior Notes at any time, and from time to time, at a redemption price equal to 100% of the principal plus any accrued and unpaid interest plus the greater of: • 1.0% of the principal amount of the 2016 SPLNG Senior Notes ; or • the excess of: (1) the present value at such redemption date of (a) the redemption price of the 2016 SPLNG Senior Notes plus (b) all required interest payments due on the 2016 SPLNG Senior Notes (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (2) the principal amount of the 2016 SPLNG Senior Notes , if greater. SPLNG may redeem all or part of the 2020 SPLNG Senior Notes at any time on or after November 1, 2016, at fixed redemption prices specified in the indenture governing the 2020 SPLNG Senior Notes , plus accrued and unpaid interest, if any, to the date of redemption. SPLNG may also, at its option, redeem all or part of the 2020 SPLNG Senior Notes at any time prior to November 1, 2016, at a “make-whole” price set forth in the indenture governing the 2020 SPLNG Senior Notes , plus accrued and unpaid interest, if any, to the date of redemption. Under the SPLNG Indentures , except for permitted tax distributions, SPLNG may not make distributions until certain conditions are satisfied as described in Note 3—Restricted Cash . During the years ended December 31, 2015, 2014 and 2013 , SPLNG made distributions of $337.3 million , $346.9 million and $348.9 million , respectively, after satisfying all the applicable conditions in the SPLNG Indentures . SPL Senior Notes The terms of the SPL Senior Notes are governed by a common indenture (the “SPL Indenture”) , and interest on the SPL Senior Notes is payable semi-annually in arrears. The SPL Indenture contains customary terms and events of default and certain covenants that, among other things, limit SPL’s ability and the ability of SPL’s restricted subsidiaries to: incur additional indebtedness; issue preferred stock, make certain investments or pay dividends or distributions on capital stock or subordinated indebtedness; purchase, redeem or retire capital stock; sell or transfer assets, including capital stock of SPL’s restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries; incur liens; enter into transactions with affiliates; consolidate, merge, sell or lease all or substantially all of SPL’s assets; and enter into certain LNG sales contracts. Subject to permitted liens, the SPL Senior Notes are secured on a pari passu first-priority basis by a security interest in all of the membership interests in SPL and substantially all of SPL’s assets. SPL may not make any distributions until, among other requirements, substantial completion of Trains 1 and 2 of the SPL Project has occurred, deposits are made into debt service reserve accounts as required and a debt service coverage ratio for the prior 12 -month period and a projected debt service coverage ratio for the upcoming 12 -month period of 1.25 :1.00 are satisfied. At any time prior to three months before the respective dates of maturity for each series of the SPL Senior Notes , SPL may redeem all or part of such series of the SPL Senior Notes at a redemption price equal to the “make-whole” price set forth in the SPL Indenture , plus accrued and unpaid interest, if any, to the date of redemption. SPL may also, at any time within three months of the respective maturity dates for each series of the SPL Senior Notes , redeem all or part of such series of the SPL Senior Notes at a redemption price equal to 100% of the principal amount of such series of the SPL Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. 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 December 31, 2015 , SPL had $3.8 billion of available commitments and outstanding borrowings of $845.0 million under the 2015 SPL Credit Facilities . SPL incurred $88.3 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 $1.2 billion 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. Additionally, SPL may not make any distributions until substantial completion of Trains 1 and 2 of the SPL Project has occurred, deposits are made into debt service reserve accounts and a debt service coverage ratio test of 1.25 :1.00 is satisfied. 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 , which amended and restated the credit facility that was entered into in 2012 (the “2012 SPL Credit Facility”) . 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 year ended December 31, 2015 . The amendment and restatement of the 2012 SPL Credit Facility with the 2013 SPL Credit Facilities in May 2013 resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2012 SPL Credit Facility of $88.3 million during the year ended December 31, 2013. 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. Beginning 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 December 31, 2015 and 2014 , the carrying value of the equity component was $203.0 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 9.6% and 9.2% as of December 31, 2015 and 2014 , respectively, and the remaining period over which the debt discount will be amortized was 5.4 years as of December 31, 2015 . As of December 31, 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 11.0% Convertible 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 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 , 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, provided the total market capitalization of Cheniere at that time is not less than $10.0 billion , 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 (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 Eligible Conversion Date , provided the total market capitalization of Cheniere at that time is not less than $10.0 billion , 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. CCH HoldCo II is restricted from making distributions to Cheniere under agreements governing its indebtedness generally until, among other requirements, Trains 1 and 2 of the CCL Project are in commercial operation and a historical debt service coverage ratio and a projected fixed debt services coverage ratio of 1.20 :1.00 are achieved. In December 2015, CCH HoldCo II terminated the additional commitments that were made by the purchasers at the original issuance date of the 2025 CCH HoldCo II Convertible Senior Notes . This termination of additional commitments resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2025 CCH HoldCo II Convertible Senior Notes of $11.4 million during the year ended December 31, 2015 . 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 December 31, 2015 , the carrying value of the equity component, net of debt issuance costs, was $194.0 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 December 31, 2015 , and the remaining period over which the debt discount will be amortized was 29.2 years. As of December 31, 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): Year Ended December 31, 2015 2014 2013 Interest per contractual rate $ 145,848 $ 4,469 $ — Amortization of debt discount 28,347 2,328 — Amortization of debt issuance costs 2,989 4 — Total interest expense related to the Convertible Notes $ 177,184 $ 6,801 $ — CTPL Term Loan In May 2013, CTPL entered into the CTPL Term Loan , which was used to fund modifications to the Creole Trail Pipeline and for general business purposes. CTPL incurred $10.0 million of direct lender fees that were recorded as a debt discount. As of December 31, 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. The CTPL Term Loan contains customary affirmative and negative covenants. The obligations of CTPL under the CTPL Term Loan are secured by a first priority lien on substantially all of the personal property of CTPL and all of the general partner and limited partner interests in CTPL. Cheniere Partners has guaranteed (1) the obligations of CTPL under the CTPL Term Loan if the maturity of the CTPL loans is accelerated following the termination by SPL of a transportation precedent agreement in limited circumstances and (2) the obligations of Cheniere Investments in connection with its obligations under an equity contribution agreement (a) to pay operating expenses of CTPL until CTPL receives revenues under a service agreement with SPL and (b) to fund interest payments on the CTPL loans after the funds in an interest reserve account have been exhausted. 2015 CCH Credit Facility In May 2015, CCH entered into the $8.4 billion 2015 CCH Credit Facility , which is being used to fund a portion of the costs associated with the development, construction, operation and maintenance of Stage 1 of the CCL Project and the Corpus Christi Pipeline . 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 December 31, 2015 , CCH had $5.7 billion of available commitments and $2.7 billion of outstanding borrowings under the 2015 CCH Credit Facility . CCH incurred $289.3 million of debt issuance costs in connection with the 2015 CCH Credit Facility , of which $16.5 million was written off in December 2015 when a portion of the original commitments was terminated by CCH. 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 Train 2 of the CCL Project is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19 -year tailored amortization, commencing the first full quarter after the project completion and designed to achieve a minimum projected fixed debt service coverage ratio of 1.55 :1. 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. CCH is restricted from making distributions under agreements governing its indebtedness generally until, among other requirements, the completion of the construction of Trains 1 and 2 of the CCL Project , funding of a debt service reserve account equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25 :1.00. SPL Working Capital Facility In September 2015, SPL entered into the $1.2 billion SPL Working Capital Facility , which replaced the $325.0 million 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 December 31, 2015 , SPL had $1.1 billion of available commitments, $135.2 million aggregate amount of issued Letters of Credit, $15.0 million in Working Capital Loans and no 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 equal to an annual rate of 0.70% 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 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 December 31, 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 the 2015 SPL Credit Facilities . Fair Value Disclosures The following table shows the carrying amount and estimated fair value (in thousands) of our debt: December 31, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2016 SPLNG Senior Notes, net of discount (1) $ 1,661,197 $ 1,652,891 $ 1,656,502 $ 1,718,621 2020 SPLNG Senior Notes (1) 420,000 403,200 420,000 428,400 2021 SPL Senior Notes, net of premium (1) 2,008,718 1,832,955 2,010,177 1,985,050 2022 SPL Senior Notes (1) 1,000,000 912,500 1,000,000 1,020,000 2023 SPL Senior Notes, net of premium (1) 1,506,392 1,299,263 1,507,089 1,476,947 2024 SPL Senior Notes (1) 2,000,000 1,715,000 2,000,000 1,970,000 2025 SPL Senior Notes (1) 2,000,000 1,710,000 — — 2015 SPL Credit Facilities (2) 845,000 845,000 — — 2021 Cheniere Convertible Unsecured Notes, net of discount (3) 879,938 825,413 814,751 1,025,563 2025 CCH HoldCo II Convertible Senior Notes (3) 1,050,588 914,363 — — 2045 Cheniere Convertible Senior Notes, net of discount (4) 305,938 331,919 — — CTPL Term Loan, net of discount (2) 398,571 400,000 397,565 400,000 2015 CCH Credit Facility (2) 2,713,000 2,713,000 — — SPL Working Capital Facility (2) 15,000 15,000 — — (1) The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on December 31, 2015 and 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 | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income tax benefit (provision) included in our reported net loss consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State — — — Foreign (1,970 ) (4,143 ) (4,082 ) Total current (1,970 ) (4,143 ) (4,082 ) Deferred: Federal — — — State — — — Foreign 2,066 — (258 ) Total deferred 2,066 — (258 ) Total income tax benefit (provision) $ 96 $ (4,143 ) $ (4,340 ) The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Non-controlling interest (2.3 )% (4.8 )% (3.3 )% State tax rate 1.9 % 4.3 % 4.5 % Uncertain tax position — % (12.5 )% — % Net impact of non-U.S. taxes (1.3 )% (2.0 )% (0.8 )% Valuation allowance (30.1 )% (19.8 )% (34.3 )% Other (3.1 )% (0.6 )% (1.9 )% Effective tax rate as reported 0.1 % (0.4 )% (0.8 )% Significant components of our deferred tax assets and liabilities at December 31, 2015 and 2014 are as follows (in thousands): December 31, 2015 2014 Deferred tax assets Net operating loss carryforwards and credits Federal and foreign $ 862,218 $ 637,919 State 166,321 136,917 Book deferred gain 77,182 77,182 Share-based compensation expense 71,693 28,432 Property, plant and equipment 12,957 29,483 Derivative instruments 54,052 389 Other 14,366 15,075 Total deferred tax assets 1,258,789 925,397 Deferred tax liabilities Investment in limited partnership (57,466 ) (46,601 ) Convertible debt (128,948 ) — Total deferred tax liabilities (186,414 ) (46,601 ) Net deferred tax assets 1,072,375 878,796 Less: net deferred tax asset valuation allowance (1,070,309 ) (878,796 ) Total net deferred tax asset $ 2,066 $ — The federal deferred tax assets presented above do not include the state tax benefits as our net deferred state tax assets are offset with a full valuation allowance. At December 31, 2015 , we had federal and state net operating loss (“NOL”) carryforwards of approximately $3.2 billion and $2.1 billion , respectively. These NOL carryforwards will expire between 2025 and 2035. Due to our history of NOLs, current year NOLs and significant risk factors related to our ability to generate taxable income, we have established a valuation allowance to fully offset our federal and state net deferred tax assets as of December 31, 2015 and our total net deferred tax assets as of 2014 . We will continue to evaluate our ability to release the valuation allowance in the future. The increase in the net deferred tax asset valuation allowance was $191.5 million for the year ended December 31, 2015 . Deferred tax assets and deferred tax liabilities are classified as non-current in our Consolidated Balance Sheets. Changes in the balance of unrecognized tax benefits are as follows (in thousands): Year Ended December 31, 2015 2014 Balance at beginning of the year $ 104,491 $ 19,484 Additions based on tax positions related to current year — 85,932 Additions for tax positions of prior years — — Reductions for tax positions of prior years (851 ) (925 ) Settlements — — Balance at end of the year $ 103,640 $ 104,491 Our effective tax rate will not be affected if the unrecognized federal income tax benefits provided above were recognized. Currently, we do not recognize any accrued liabilities, interest and penalties associated with the unrecognized tax benefits provided above in our Consolidated Statements of Operations or our Consolidated Balance Sheets. We recognize interest and penalties related to income tax matters as part of income tax expense. We experienced an ownership change within the provisions of Internal Revenue Code (“IRC”) Section 382 in 2008, 2010 and 2012. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not limit the use of our NOLs in full over the carryover period. We will continue to monitor trading activity in our shares which may cause an additional ownership change which could ultimately affect our ability to fully utilize our existing tax NOL carryforwards. We are subject to taxation in the U.S., United Kingdom, Chile, Singapore and various state jurisdictions. The federal tax returns for the years before 2011 remain open to examination for the purpose of determining the amount of remaining tax NOL and other carryforwards. The federal tax returns for the years 2012 through 2015 remain open for all purposes of examination by the IRS and other taxing authorities. Accounting for share-based compensation provides that when settlement of a share based award contributes to an NOL carryforward, neither the associated excess tax benefit nor the credit to additional paid-in capital (“APIC”) should be recorded until the share-based award deduction reduces income tax payable. Upon utilization of the loss in future periods, a benefit of $168.7 million will be reflected in APIC. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 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 2015 Long-Term Cash Incentive Plan (the “2015 Plan”) . The 1997 Plan provides for the issuance of stock options to purchase up to 5.0 million shares of our common stock, all of which have been granted. Non-qualified stock options were granted to employees, contract service providers and outside directors. The 2003 Plan and 2011 Plan provide for the issuance of 21.0 million shares and 35.0 million shares, respectively, of our common stock that may be in the form of non-qualified stock options, incentive stock options, purchased stock, restricted (non-vested) stock, bonus (unrestricted) stock, stock appreciation rights, phantom units and other share-based performance awards deemed by the Compensation Committee of our Board (the “Compensation Committee”) to be consistent with the purposes of the 2003 Plan and 2011 Plan . As of December 31, 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 . The 2015 Plan generally provides for cash-settled awards in the form of stock appreciation rights, phantom unit awards, performance unit awards, other-stock based awards and cash awards. In August 2012, the Compensation Committee granted the Long-Term Commercial Bonus Award for Trains 1 and 2 of the SPL Project , which consisted of approximately $60 million in cash awards and 10 million restricted shares of common stock under the 2011 Plan. Upon grant, 35% of the restricted stock award vested when SPL issued a notice to proceed (“NTP”) to Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) under the lump sum turnkey contract for the engineering, procurement and construction of Trains 1 and 2 of the SPL Project . The remainder of the restricted stock awards vest on each of the first four anniversaries of NTP at the rate of 10% , 15% , 15% and 25% . As of December 31, 2015 , 75% of the restricted stock awards had vested, and the remaining 25% of the awards will vest in August 2016. In February 2013, the Compensation Committee granted the Long-Term Commercial Bonus Awards related to Trains 3 and 4 of the SPL Project under the 2003 Plan and 2011 Plan. A portion of each employee’s Long-Term Commercial Bonus Award for Trains 3 and 4 of the SPL Project was granted as a stock price award (“Stock Price Award”), with vesting of the Stock Price Award conditional on the achievement of minimum average Company stock price hurdles, and a portion was granted as a milestone award (“Milestone Award”), with vesting of the Milestone Award conditional on certain performance milestones relating to financing and constructing Trains 3 and 4 of the SPL Project . As of December 31, 2015 , 100% of the Stock Price Awards had vested and 50% of the Milestone Awards had vested. The remaining 20% and 30% of Milestone Awards will vest upon substantial completion of Train 4 of the SPL Project , as defined in the EPC contract for Trains 3 and 4 of the SPL Project , and on the first anniversary thereof, respectively. In April 2015, the Compensation Committee recommended and our Board approved the 2014-2018 Long-Term Cash Incentive Program (the “2014-2018 LTIP”) under the Company’s 2015 Plan. 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 from November 1, 2013 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 awarded generally 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. For the years ended December 31, 2015, 2014 and 2013 , the total share-based compensation expense, net of capitalization, recognized in our net loss was $172.4 million , $102.0 million and $271.4 million , respectively, and for the same periods we capitalized as part of the cost of capital assets $22.9 million , $8.2 million and $12.5 million , respectively. The total unrecognized compensation cost at December 31, 2015 relating to non-vested share-based compensation arrangements was $182.7 million , which is expected to be recognized over a weighted average period of 2.2 years . During the year ended December 31, 2014, we recognized $10.8 million of share-based compensation expense related to the modification of long-term commercial bonus awards resulting from an employee termination. We did not have any modifications during the years ended December 31, 2015 and 2013. We have disclosed the deferred tax benefit realized from share-based compensation exercised during the annual period in Note 12—Income Taxes . A valuation allowance equal to the deferred tax asset has been established due to the uncertainty of realizing the tax benefits related to this deferred tax asset. Restricted Stock Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with the Company prior to the lapse of the restrictions. For the years ended December 31, 2015, 2014 and 2013 , we issued 19,000 shares, 550,000 shares and 18,860,000 shares, respectively, of restricted stock awards to our employees, executives, directors and a consultant. These awards vest based on service conditions ( one , three or four -year service periods), performance conditions and/or market conditions. The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense or capitalized, depending on the employee, with a corresponding increase to additional paid-in-capital over the requisite service period. Grants of restricted stock to employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of the Company’s common stock on the grant date. For restricted stock awards granted to non-employees that vest based on service and/or performance conditions, the Company records compensation cost equal to the fair value of the award at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date. In addition, compensation cost for unvested restricted stock awards to non-employees is adjusted quarterly for any changes in the Company’s stock price. Grants of restricted stock to employees and non-employees based on market conditions are measured using valuations based on Monte Carlo simulations. There were no restricted stock awards granted with market conditions in 2015 or 2014. For the awards granted in 2013 with market conditions, we used the following variables in our Monte Carlo simulations: • Expected Volatility 44% - 62% • Risk Free Rate 2.80% - 2.83% • Cost of Equity 16.50% - 16.60% The table below provides a summary of our restricted stock outstanding as of December 31, 2015 and changes during the year ended December 31, 2015 (in thousands, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2015 10,477 $ 21.56 Granted 19 70.43 Vested (2,804 ) 17.89 Forfeited (156 ) 23.25 Non-vested at December 31, 2015 7,536 $ 22.80 The weighted average grant date fair values per share of restricted stock granted during the years ended December 31, 2015, 2014 and 2013 were $70.43 , $60.09 and $21.89 , respectively. The total grant date fair value of restricted stock vested during the years ended December 31, 2015, 2014 and 2013 were $50.2 million , $84.0 million and $227.3 million , respectively. Phantom Units 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. We initially measure compensation cost based on our 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 our stock price and period of service rendered. During the years ended December 31, 2015 and 2014 , we granted 5.9 million and approximately 79,000 phantom units, respectively, to employees, including units awarded under the 2015 Plan . We did no t grant any phantom units to employees during the year ended December 31, 2013. The value of phantom units vested during the year ended December 31, 2015 was $4.6 million . There were no vestings of phantom units during the year ended December 31, 2014 . Stock Options Stock options to employees are valued at the date of grant using a Black-Scholes valuation model and the cost is recognized over the option vesting period. We did not issue any options to purchase shares of our common stock and did not declare dividends on our common stock during the years ended December 31, 2015, 2014 and 2013 . The table below provides a summary of our options outstanding as of December 31, 2015 and changes during the year ended December 31, 2015 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Outstanding at January 1, 2015 93 $ 35.81 0.81 $ 3,224 Granted — — Exercised (66 ) 34.18 Forfeited or Expired — — Outstanding at December 31, 2015 27 $ 39.88 0.27 $ — Exercisable at December 31, 2015 27 $ 39.88 0.27 $ — The total intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $2.7 million , $11.9 million and $2.0 million , respectively. We received $2.3 million , $10.8 million and $3.7 million during the years ended December 31, 2015, 2014 and 2013 , respectively, of proceeds from the exercise of stock options. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | EMPLOYEE BENEFIT PLAN We have a defined contribution plan (“401(k) Plan”) which allows eligible employees to contribute up to 100% of their compensation up to the IRS maximum. We match each employee’s salary deferrals (contributions) up to six percent of compensation and may make additional contributions at our discretion. Employees are immediately vested in the contributions made by us. Our contributions to the 401(k) Plan were $4.9 million , $3.6 million and $2.3 million for the years ended December 31, 2015, 2014 and 2013 , respectively. We have made no discretionary contributions to the 401(k) Plan to date. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | LEASES During the years ended December 31, 2015, 2014 and 2013 , we recognized rental expense for all operating leases of $24.3 million , $19.1 million and $13.9 million , respectively, related primarily to office space, land sites and LNG vessel time charters. Our land site leases for the Sabine Pass LNG terminal and the Corpus Christi LNG terminal have initial terms varying up to 30 years with multiple options to renew up to an additional 60 years . Future annual minimum lease payments, excluding inflationary adjustments, for operating leases are as follows (in thousands): Years Ending December 31, Operating Leases 2016 $ 99,973 2017 101,484 2018 101,076 2019 101,039 2020 83,959 Thereafter (1) 74,077 Total $ 561,608 (1) Includes certain lease option renewals that are reasonably assured . Capital Leases During the year ended December 31, 2015 , we entered into a lease agreement for tug services related to our CCL Project that was accounted for as a capital lease. As of December 31, 2015 , we did no t have any assets recorded under this obligation due to the service term of this lease commencing in 2018. We will record assets acquired under capital leases, net of accumulated amortization, in property, plant and equipment, net, on our Consolidated Balance Sheets upon commencement of the service term, and the related amortization expense on our Consolidated Statements of Operations. Future annual minimum lease payments, excluding inflationary adjustments, for capital leases are as follows (in thousands): Years Ending December 31, Capital Leases 2016 $ — 2017 — 2018 19,920 2019 39,840 2020 39,840 Thereafter 697,208 Total $ 796,808 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Cheniere has various contractual obligations which are recorded as liabilities in our Consolidated Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of December 31, 2015 , are not recognized as liabilities but require disclosures in our Consolidated Financial Statements. LNG Terminal Commitments and Contingencies Obligations under LNG TUAs SPLNG has entered into third-party TUAs with Total Gas & Power North America, Inc. (“Total”) and Chevron U.S.A. Inc. (“Chevron”) to provide berthing for LNG vessels and for the unloading, storage and regasification of LNG at the Sabine Pass LNG terminal. Obligations under Bechtel EPC Contracts SPL has entered into lump sum turnkey contracts with Bechtel for the engineering, procurement and construction of Trains 1 and 2 (the “EPC Contract (SPL Trains 1 and 2)”) , Trains 3 and 4 (the “EPC Contract (SPL Trains 3 and 4)”) and Train 5 (the “EPC Contract (SPL Train 5)”) of the SPL Project . The EPC Contract (SPL Trains 1 and 2) , the EPC Contract (SPL Trains 3 and 4) and the EPC Contract (SPL Train 5) provide that SPL will pay Bechtel contract prices of $4.1 billion , $3.8 billion and $3.0 billion , respectively, subject to adjustment by change order. SPL has the right to terminate each EPC contract for its convenience, in which case Bechtel will be paid (1) the portion of the contract price for the work performed, (2) costs reasonably incurred by Bechtel on account of such termination and demobilization, and (3) a lump sum of up to $30.0 million depending on the termination date. CCL has entered into lump sum turnkey contracts with Bechtel for the engineering, procurement and construction of Stage 1 (the “EPC Contract (CCL Stage 1)”) and Stage 2 (the “EPC Contract (CCL Stage 2”) of the CCL Project . The contract prices of the EPC Contract (CCL Stage 1) and EPC Contract (CCL Stage 2) are approximately $7.5 billion and $2.4 billion , respectively, reflecting amounts incurred under change orders through December 31, 2015 . CCL has the right to terminate each of the EPC contracts for its convenience, in which case Bechtel will be paid the portion of the contract price for the work performed plus costs reasonably incurred by Bechtel on account of such termination and demobilization. If the EPC Contract (CCL Stage 1) is terminated, Bechtel will also be paid a lump sum of up to $30.0 million depending on the termination date. If the EPC Contract (CCL Stage 2) is terminated prior to the issuance of notice to proceed, Bechtel will also be paid a lump sum of up to $5.0 million , and if the EPC Contract (CCL Stage 2) is terminated after issuance of the notice to proceed, Bechtel will be paid a lump sum of up to $30.0 million depending on the termination date. Obligations under SPAs SPL has entered into third-party SPAs which obligate SPL to purchase and liquefy sufficient quantities of natural gas to deliver 1,030.0 million MMBtu per year of LNG to the customers’ vessels, subject to completion of construction of Trains 1 through 5 of the SPL Project . CCL has entered into third-party SPAs which obligate CCL to purchase and liquefy sufficient quantities of natural gas to deliver 438.7 million MMBtu per year of LNG to the customers’ vessels, subject to completion of construction of Trains 1 through 3 of the CCL Project . Obligations under Natural Gas Supply, Transportation and Storage Service Agreements SPL has entered into index-based physical natural gas supply contracts to secure natural gas feedstock for the SPL Project . The terms of these contracts primarily range from approximately one to seven years and commence upon the occurrence of conditions precedent, including SPL’s declaration to the respective natural gas supplier that it is ready to commence the term of the supply arrangement in anticipation of the date of first commercial operation of the applicable, specified Trains of the SPL Project . As of December 31, 2015 , SPL has secured up to approximately 2,154.2 million MMBtu of natural gas feedstock through natural gas purchase agreements, of which we determined that we have purchase obligations for the contracts for which conditions precedent were met. Additionally, SPL has entered into transportation and storage service agreements for the SPL Project . The initial term of the transportation agreements ranges from 10 to 20 years, with renewal options for certain contracts, and commences upon the occurrence of conditions precedent. The term of our storage service agreements is typically three years. As of December 31, 2015 , SPL’s purchase obligations under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in thousands): Years Ending December 31, Payments Due (1) 2016 $ 341,039 2017 284,263 2018 231,550 2019 182,470 2020 189,640 Thereafter 259,273 Total $ 1,488,235 (1) Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread . Amounts included are based on prices and basis spreads as of December 31, 2015 . Other Purchase Obligations As of December 31, 2015 , we had approximately $48.9 million in purchase obligations due over the next two years, primarily related to purchases of materials for the Corpus Christi Pipeline . Restricted Net Assets At December 31, 2015 , our restricted net assets of consolidated subsidiaries were approximately $2.9 billion . 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 December 31, 2015 , there were no liabilities recognized under these guarantee arrangements. Other Commitments In the ordinary course of business, we have entered into certain multi-year licensing and service agreements, none of which are considered material to our financial position. Additionally, we have various lease commitments, as disclosed in Note 15—Leases . Legal Proceedings We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management, as of December 31, 2015 , there were no pending legal matters that would reasonably be expected to have a material impact on our consolidated operating results, financial position or cash flows. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 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 and long-lived assets for each of the years ended December 31, 2015, 2014 and 2013 are attributed to 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-Neches Waterway less than four miles from the Gulf Coast 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 second natural gas liquefaction and export facility at the Corpus Christi LNG terminal 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 Year Ended December 31, 2015 Revenues from external customers (2) $ 269,281 $ 66 $ 1,538 $ 270,885 Intersegment revenues (losses) (3) 2,225 29,373 (31,598 ) — Depreciation and amortization expense 65,137 1,071 16,472 82,680 Loss from operations (69,923 ) (85,577 ) (293,813 ) (449,313 ) Interest expense, net of capitalized interest (219,831 ) — (102,252 ) (322,083 ) Loss before income taxes and non-controlling interest (4) (596,432 ) (87,133 ) (413,846 ) (1,097,411 ) Share-based compensation 32,948 14,401 147,959 195,308 Goodwill 76,819 — — 76,819 Total assets 17,571,442 550,896 897,251 19,019,589 Expenditures for additions to long-lived assets 6,984,152 2,731 97,216 7,084,099 As of or for the Year Ended December 31, 2014 Revenues (losses) from external customers (2) $ 267,606 $ (1,285 ) $ 1,633 $ 267,954 Intersegment revenues (losses) (3) (779 ) 41,908 (41,129 ) — Depreciation and amortization expense 58,883 271 5,104 64,258 Loss from operations (89,790 ) (12,993 ) (169,396 ) (272,179 ) Interest expense, net of capitalized interest (177,400 ) — (3,836 ) (181,236 ) Loss before income taxes and non-controlling interest (4) (480,366 ) (14,874 ) (192,494 ) (687,734 ) Share-based compensation 14,129 6,027 90,073 110,229 Goodwill 76,819 — — 76,819 Total assets 10,580,612 567,460 1,425,611 12,573,683 Expenditures for additions to long-lived assets 2,684,045 1,888 161,882 2,847,815 As of or for the Year Ended December 31, 2013 Revenues from external customers (2) $ 265,409 $ 242 $ 1,562 $ 267,213 Intersegment revenues (losses) (3) 2,983 45,049 (48,032 ) — Depreciation and amortization expense 58,099 941 2,169 61,209 Loss from operations (121,040 ) (47,966 ) (159,322 ) (328,328 ) Interest expense, net of capitalized interest (182,003 ) — 3,603 (178,400 ) Loss before income taxes and non-controlling interest (4) (350,734 ) (48,851 ) (154,838 ) (554,423 ) Share-based compensation 29,805 46,293 207,783 283,881 Goodwill 76,819 — — 76,819 Total assets 8,663,795 62,327 947,115 9,673,237 Expenditures for additions to long-lived assets 3,222,454 39 9,778 3,232,271 (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 and Chevron . 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 | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2015 2014 2013 Cash paid during the year for interest, net of amounts capitalized and deferred $ 122,860 $ 130,578 $ 120,908 Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities 301,375 129,842 154,517 Non-cash conveyance of assets 13,169 — — |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The following table provides a brief description of recent accounting standards that had not yet been adopted by the Company as of December 31, 2015 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The standard 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. Early adoption is permitted. December 31, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the 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 may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements This standard 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. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 Upon adoption of this standard, the balance of debt, net will be reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. Additionally, disclosures will be required for a change in accounting principle. ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance may be early adopted, and may be adopted as either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. January 1, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires inventory to 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 may be early adopted and must be adopted prospectively. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. Additionally, the following table provides a brief description of a recent accounting standard that was adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes This standard requires all deferred tax assets and liabilities to be classified as non-current on the balance sheet instead of separating them between current and non-current. This guidance may be adopted either prospectively or retrospectively. December 31, 2015 We early adopted this guidance in the quarterly period ended December 31, 2015 on a prospective basis. There was no impact on our Consolidated Financial Statements or related disclosures upon adoption of this standard. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS In January 2016, Cheniere Partners engaged 13 financial institutions to act as Joint Lead Arrangers, Mandated Lead Arrangers and other participants to assist in the structuring and arranging of up to approximately $2.8 billion of senior secured credit facilities. Proceeds from these new credit facilities are intended to be used by Cheniere Partners to prepay $400.0 million of the CTPL Term Loan , to redeem or repay $1,665.5 million of the 2016 SPLNG Senior Notes and $420.0 million of the 2020 SPLNG Senior Notes , to pay associated transaction fees, expenses and make-whole amounts, if applicable, and for general business purposes of Cheniere Partners and its subsidiaries. |
Summarized Quarterly Financial
Summarized Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Financial Information | Summarized Quarterly Financial Data—(in thousands, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2015: Revenues $ 68,369 $ 68,025 $ 66,059 $ 68,432 Loss from operations (60,244 ) (95,874 ) (52,074 ) (241,121 ) Net loss (335,844 ) (141,802 ) (307,092 ) (312,577 ) Net loss attributable to common stockholders (267,709 ) (118,495 ) (297,808 ) (291,097 ) Net loss per share attributable to common stockholders—basic and diluted (1) (1.18 ) (0.52 ) (1.31 ) (1.28 ) Year ended December 31, 2014: Revenues $ 67,550 $ 67,645 $ 66,807 $ 65,952 Loss from operations (47,805 ) (62,200 ) (61,164 ) (101,010 ) Net loss (122,345 ) (280,710 ) (104,800 ) (184,022 ) Net loss attributable to common stockholders (97,810 ) (201,928 ) (89,581 ) (158,613 ) Net loss per share attributable to common stockholders—basic and diluted (1) (0.44 ) (0.90 ) (0.40 ) (0.70 ) (1) The sum of the quarterly net loss per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule I_Condensed Financial
Schedule I—Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2015 | |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Schedule I—Condensed Financial Information of Registrant | CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in thousands) December 31, 2015 2014 ASSETS Current assets $ 132 $ — Non-current restricted cash 6,572 5,847 Property, plant and equipment, net 8,899 2,596 Debt receivable—affiliates 843,629 809,416 Investments in affiliates (426,420 ) (25,169 ) Other non-current assets 2,845 414 Total assets $ 435,657 $ 793,104 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued liabilities $ 8,051 $ 8,086 Current debt—affiliate 143,580 134,444 Long-term debt, net 1,185,876 814,751 Stockholders’ deficit (901,850 ) (164,177 ) Total liabilities and equity $ 435,657 $ 793,104 The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2015 2014 2013 Operating costs and expenses Depreciation expense 58 — — General and administrative expense (recovery) (356 ) 10,597 1,171 Total operating costs and expenses (298 ) 10,597 1,171 Other income (expense) Interest expense, net (93,116 ) (4,205 ) — Interest expense, net—affiliates (9,137 ) (9,137 ) (9,137 ) Interest income 3 3 — Interest income—affiliates 34,213 34,213 34,213 Equity losses of affiliates (907,370 ) (558,209 ) (531,827 ) Total other expense (975,407 ) (537,335 ) (506,751 ) Net loss attributable to common stockholders $ (975,109 ) $ (547,932 ) $ (507,922 ) Other comprehensive income — — 25,319 Comprehensive loss $ (975,109 ) $ (547,932 ) $ (482,603 ) The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2015 2014 2013 Net cash used in operating activities $ (117,915 ) $ (240 ) $ (5,796 ) Cash flows from investing activities Investments in affiliates (320,584 ) (901,329 ) 139,494 Net cash provided by (used in) investing activities (320,584 ) (901,329 ) 139,494 Cash flows from financing activities Proceeds from issuance of debt 500,000 1,000,000 — Proceeds from sale of common stock, net — — 3,628 Payments related to tax withholdings for share-based compensation (61,179 ) (112,324 ) (140,711 ) Excess tax benefit from share-based compensation 1,524 3,605 3,385 Proceeds from exercise of stock options 2,283 10,806 — Other (4,129 ) (518 ) — Net cash provided by (used in) financing activities 438,499 901,569 (133,698 ) Net increase (decrease) in cash and cash equivalents — — — Cash and cash equivalents—beginning of period — — — Cash and cash equivalents—end of period $ — $ — $ — The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed financial statements represent the financial information required by Securities and Exchange Commission Regulation S-X 5-04 for Cheniere. In the condensed financial statements, Cheniere’s investments in affiliates are presented under the equity method of accounting. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are recorded on the balance sheets. The loss from operations of the affiliates is reported on a net basis as investment in affiliates (investment in and equity in net losses of affiliates). A substantial amount of Cheniere’s operating, investing and financing activities are conducted by its affiliates. The condensed financial statements should be read in conjunction with Cheniere’s Consolidated Financial Statements. NOTE 2—DEBT As of December 31, 2015 and 2014 , our debt consisted of the following (in thousands): December 31, 2015 2014 Note—Affiliate $ 143,580 $ 134,444 Note—Affiliate We have a $93.7 million long-term note (“Note—Affiliate”) with Cheniere Terminals, a wholly owned subsidiary of Cheniere. Borrowings under the Note—Affiliate bear interest equal to the terms of Cheniere Terminals’ credit agreement at a fixed rate of 9.75% per annum. Interest is calculated on the unpaid principal amount of the Note—Affiliate outstanding and is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. NOTE 3—GUARANTEES Guarantees on Behalf of Cheniere Marketing Many of Cheniere Marketing’s natural gas purchase, sale, transportation and shipping agreements have been guaranteed by Cheniere. As of December 31, 2015 , there was no liability that was recorded related to these guaranteed contracts. Guarantee on behalf of Sabine Pass Tug Services, LLC Sabine Pass Tug Services, LLC (“Tug Services”), a wholly owned subsidiary of Cheniere Partners, entered into a Marine Services Agreement (“Tug Agreement”) for four tugs with Alpha Marine Services, LLC. The initial term of the Tug Agreement ends on the ten th anniversary of the service date, with Tug Services having the option for two additional extension terms of five years each. This contract has been guaranteed by Cheniere for up to $5.0 million . NOTE 4 —SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2015 2014 2013 Non-cash capital contributions (1) $ (907,370 ) $ (558,209 ) $ (531,827 ) (1) Amounts represent equity losses of affiliates. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Policy | Basis of Presentation Our Consolidated Financial Statements were prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Cheniere, its majority owned subsidiaries and entities in which it holds a controlling interest, including the accounts of Cheniere Holdings and Cheniere Partners and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in non-controlled entities, over which Cheniere has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. In applying the equity method of accounting, the investments are initially recognized at cost, and subsequently adjusted for the Company’s proportionate share of earnings, losses and distributions. Other investments are carried at original cost. Investments accounted for using the equity method and cost method are reported as a component of other assets. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, operating results or cash flows. |
Use of Estimates, Policy | Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, goodwill, collectability of accounts and notes receivable, derivative instruments, asset retirement obligations (“AROs”), income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Fair Value, Policy | Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for commodity derivatives and interest rate derivatives as disclosed in Note 6—Derivative Instruments . The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable reported on the Consolidated Balance Sheets approximates fair value. The fair value of debt is the estimated amount we would have to pay to repurchase our debt in the open market, including any premium or discount attributable to the difference between the stated interest rate and market interest rate at each balance sheet date. Debt fair values, as disclosed in Note 11—Debt , are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments. Non-financial assets and liabilities initially measured at fair value include certain assets and liabilities acquired in a business combination, intangible assets, goodwill and AROs. |
Revenue Recognition, Policy | Revenue Recognition LNG regasification capacity reservation fees are recognized as revenue over the term of the respective TUAs. Advance capacity reservation fees are initially deferred and amortized over a 10 -year period as a reduction of a customer’s regasification capacity reservation fees payable under its TUA. Under each of these TUAs, SPLNG is entitled to retain 2% of LNG delivered for each customer’s account at the Sabine Pass LNG terminal, which is recognized as revenues as SPLNG performs the services set forth in each customer’s TUA. |
LNG And Natural Gas Marketing, Policy | LNG and Natural Gas Marketing We have determined that a portion of our LNG and natural gas marketing business activities is comprised of energy trading and risk management activities for trading purposes and have elected to present these activities on a net basis on our Consolidated Statements of Operations. For our LNG and natural gas marketing transactions that are not energy trading and risk management activities for trading purposes, we determine whether revenue should be reported on a gross or net basis based on an assessment of whether we are acting as the principal or the agent in the transaction. Marketing and trading revenues represent the margin earned on the purchase and transportation of LNG purchases and subsequent sales of LNG and natural gas to third parties. These energy trading and risk management activities include, but are not limited to, the purchase of LNG and natural gas, transportation contracts and LNG inventory derivatives. Below is a brief description of our accounting treatment for each type of energy trading and risk management activity: Purchase of LNG and natural gas The purchase value of LNG or natural gas inventory is recorded as an asset on our Consolidated Balance Sheets at the cost to acquire the product. Our inventory is subject to lower of cost or market adjustment each quarter. Recoveries of losses resulting from interim period lower of cost or market adjustments are made due to market price recoveries on the same inventory in the same fiscal year and are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. Any adjustment to our inventory is recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. Transportation contracts We enter into transportation contracts with respect to the transport of LNG or natural gas to a specific location for storage, consumption or sale. Transportation costs that are incurred during the purchase of LNG or natural gas are capitalized as part of the acquisition costs of the product. Transportation costs incurred to sell LNG or natural gas are recorded on a net basis as LNG and natural gas marketing revenue on our Consolidated Statements of Operations. LNG Inventory Derivatives We use derivative instruments to hedge cash flows attributable to the future sale of LNG inventory. Gains and losses in positions to hedge the cash flows attributable to the future sale of LNG inventory are classified as marketing and trading revenues on our Consolidated Statements of Operations. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Restricted Cash, Policy | 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. Amounts that are designated as restricted cash are contractually restricted as to usage or withdrawal and will not become available to us as cash and cash equivalents. For these amounts, we have presented increases and decreases separately from increases and decreases in cash and cash equivalents in our Consolidated Statements of Cash Flows. These amounts that represent non-cash transactions within our Consolidated Statements of Cash Flows present the effect of sources and uses of restricted cash as they relate to the changes to assets and liabilities in our Consolidated Balance Sheets. Restricted cash is presented on a gross basis within each of those categories so as to reconcile the change in non-cash activity that occurs on the balance sheet from period to period. |
Accounts and Notes Receivable, Policy | Accounts and Notes Receivable Accounts and notes receivable are reported net of allowances for doubtful accounts. Notes receivable that are not classified as trade receivables are recorded within other current assets in our Consolidated Balance Sheets. Impaired receivables are specifically identified and evaluated for expected losses. The expected loss on impaired receivables is primarily determined based on the debtor’s ability to pay and the estimated value of any collateral. During the year ended December 31, 2015 , we recognized bad debt expense of $36.2 million which is primarily attributable to a reserve against funds loaned to Parallax Enterprises, LLC as part of its development of two mid-scale natural gas liquefaction projects in Louisiana along the Gulf Coast. This charge is recorded as impairment expense on our Consolidated Statements of Operations. |
Inventory, Policy | Inventory Inventory is recorded at weighted average cost and is subject to lower of cost or market (“LCM”) adjustments at the end of each period. Our LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal that are recorded in operating and maintenance expense on our Consolidated Statements of Operations. Recoveries of losses resulting from interim period LCM adjustments are recorded when market price recoveries occur on the same inventory in the same fiscal year. These recoveries are recognized as gains in later interim periods with such gains not exceeding previously recognized losses. During the years ended December 31, 2015 , 2014 and 2013 , we recognized $17.5 million , $24.5 million and $26.9 million , respectively, as operating and maintenance expense as a result of LCM adjustments primarily related to LNG inventory purchased to maintain the cryogenic readiness of the regasification facilities at the Sabine Pass LNG terminal. |
Accounting For LNG Activities, Policy | Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminals and related pipelines once the individual project meets the following criteria: (1) regulatory approval has been received, (2) financing for the project is available and (3) management has committed to commence construction. Prior to meeting these criteria, most of the costs associated with a project are expensed as incurred. These costs primarily include professional fees associated with front-end engineering and design work, costs of securing necessary regulatory approvals, and other preliminary investigation and development activities related to our LNG terminals and related pipelines. Generally, costs that are capitalized prior to a project meeting the criteria otherwise necessary for capitalization include: land and lease option costs that are capitalized as property, plant and equipment and certain permits that are capitalized as other non-current assets. The costs of lease options are amortized over the life of the lease once obtained. If no lease is obtained, the costs are expensed. We capitalize interest and other related debt costs during the construction period of our LNG terminals and related pipelines. Upon commencement of operations, capitalized interest, as a component of the total cost, will be amortized over the estimated useful life of the asset. |
Property, Plant and Equipment, Policy | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction activities, major renewals and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs and general and administrative activities are charged to expense as incurred. Interest costs incurred on debt obtained for the construction of property, plant and equipment are capitalized as construction-in-process over the construction period or related debt term, whichever is shorter. We depreciate our property, plant and equipment using the straight-line depreciation method. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses are recorded in other operating costs and expenses. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. During the year ended December 31, 2015 , we recorded, primarily in relation to a liquid hydrocarbon export project in Texas along the Gulf Coast, approximately $55.1 million of impairment expense as a result of our strategic focus to complete construction and commence operation of the first five Trains of the SPL Project and the first two Trains of the CCL Project. This amount is included in impairment expense on our Consolidated Statements of Operations and relates to corporate and other within our segment disclosures. We did no t record any impairment expense related to property, plant and equipment during the years ended December 31, 2014 or 2013 . |
Regulated Natural Gas Pipelines, Policy | Regulated Natural Gas Pipelines The Creole Trail Pipeline and Corpus Christi Pipeline are subject to the jurisdiction of the FERC in accordance with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The economic effects of regulation can result in a regulated company recording as assets those costs that have been or are expected to be approved for recovery from customers, or recording as liabilities those amounts that are expected to be required to be returned to customers, in a rate-setting process in a period different from the period in which the amounts would be recorded by an unregulated enterprise. Accordingly, we record assets and liabilities that result from the regulated rate-making process that may not be recorded under GAAP for non-regulated entities. We continually assess whether regulatory assets are probable of future recovery by considering factors such as applicable regulatory changes and recent rate orders applicable to other regulated entities. Based on this continual assessment, we believe the existing regulatory assets are probable of recovery. These regulatory assets and liabilities are primarily classified in our Consolidated Balance Sheets as other assets and other liabilities. We periodically evaluate their applicability under GAAP and consider factors such as regulatory changes and the effect of competition. If cost-based regulation ends or competition increases, we may have to reduce our asset balances to reflect a market basis less than cost and write off the associated regulatory assets and liabilities. Items that may influence our assessment are: • inability to recover cost increases due to rate caps and rate case moratoriums; • inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings; • excess capacity; • increased competition and discounting in the markets we serve; and • impacts of ongoing regulatory initiatives in the natural gas industry. Natural gas pipeline costs include amounts capitalized as an Allowance for Funds Used During Construction (“AFUDC”). The rates used in the calculation of AFUDC are determined in accordance with guidelines established by the FERC. AFUDC represents the cost of debt and equity funds used to finance our natural gas pipeline additions during construction. AFUDC is capitalized as a part of the cost of our natural gas pipelines. Under regulatory rate practices, we generally are permitted to recover AFUDC, and a fair return thereon, through our rate base after our natural gas pipelines are placed in service. |
Derivative Instruments, Policy | Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from commodity price and interest rate risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities depending on the derivative position and the expected timing of settlement, unless they satisfy criteria and we elect the normal purchases and sales exception. When we have the contractual right and intend to net settle, derivative assets and liabilities are reported on a net basis. Changes in the fair value of our derivative instruments are recorded in current earnings, unless we elect to apply hedge accounting and meet specified criteria, including completing contemporaneous hedge documentation. We did no t have any derivative instruments designated as cash flow hedges as of December 31, 2015 and 2014 . In the past, we elected cash flow hedge accounting for derivatives that we used to hedge the exposure to volatility in floating-rate interest payments. Changes in fair value of derivative instruments designated as cash flow hedges, to the extent the hedge was effective, were recognized in accumulated other comprehensive loss on our Consolidated Balance Sheets. We reclassified gains and losses on the hedges from accumulated other comprehensive loss into interest expense in our Consolidated Statements of Operations as the hedged item was recognized. Any change in the fair value resulting from ineffectiveness was recognized immediately as derivative gain (loss) on our Consolidated Statements of Operations. We used regression analysis to determine whether we expected a derivative to be highly effective as a cash flow hedge, prior to electing hedge accounting and also to determine whether all derivatives designated as cash flow hedges had been effective. We performed these effectiveness tests prior to designation for all new hedges and on a quarterly basis for all existing hedges. We calculated the actual amount of ineffectiveness on our cash flow hedges using the “dollar offset” method, which compared changes in the expected cash flows of the hedged transaction to changes in the value of expected cash flows from the hedge. We discontinued hedge accounting when our effectiveness tests indicated that a derivative was no longer highly effective as a hedge; when the derivative expired or was sold, terminated or exercised; when the hedged item matured, was sold or repaid; or when we determined that the occurrence of the hedged forecasted transaction was not probable. When we discontinued hedge accounting but continued to hold the derivative, prospective changes in fair value of the derivative instrument were recorded in income. Once we concluded that the hedged forecasted transaction became probable of not occurring, the amount remaining in accumulated other comprehensive loss pertaining to the previously designated derivatives was reclassified out of accumulated other comprehensive loss and into income. See Note 6—Derivative Instruments for additional details about our derivative instruments. |
Concentration of Credit Risk, Policy | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and restricted cash. We maintain cash balances at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Our commodity derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. Collateral deposited for such contracts is recorded as other current asset. Our interest rate derivative instruments are placed with investment grade financial institutions whom we believe are acceptable credit risks. We monitor counterparty creditworthiness on an ongoing basis; however, we cannot predict sudden changes in counterparties’ creditworthiness. In addition, even if such changes are not sudden, we may be limited in our ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, we may not realize the benefit of some of our derivative instruments. SPLNG has entered into two long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective TUAs. SPLNG has mitigated this credit risk by securing TUAs for a significant portion of its regasification capacity with creditworthy third-party customers with a minimum Standard & Poor’s rating of AA. SPL has entered into six fixed price 20 -year SPAs with six unaffiliated third parties. CCL has entered into eight fixed price 20 -year SPAs with seven unaffiliated third parties. SPL and CCL are dependent on the respective counterparties’ creditworthiness and their willingness to perform under their respective SPAs. |
Goodwill, Policy | Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired. The goodwill on our Consolidated Balance Sheets as of December 31, 2015 and 2014 is associated with our LNG terminal reporting unit. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the chief operating decision maker for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. During the fourth quarters of 2015 and 2014 , we performed a qualitative assessment of goodwill in accordance with guidance from the Financial Accounting Standards Board (the “FASB”) , which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we fail the qualitative test, then we must compare our estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded, as necessary. The second step compares the implied fair value of the reporting unit’s goodwill to the carrying value, if any, of that goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. We completed our annual assessment of goodwill impairment during the fourth quarters of 2015 and 2014 , and the tests indicated no impairment. As discussed above regarding our use of estimates, our judgments and assumptions are inherent in our estimate of future cash flows used to determine the estimate of the reporting unit’s fair value. The use of alternate judgments and/or assumptions could result in the recognition of impairment charges in the Consolidated Financial Statements. A lower fair value estimate in the future for our LNG terminal reporting unit could result in an impairment of goodwill. Factors that could trigger a lower fair value estimate include significant negative industry or economic trends, cost increases, disruptions to our business, regulatory or political environment changes or other unanticipated events. |
Debt, Policy | Debt Our debt consists of current and long-term secured debt securities, convertible debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by institutional and retail investors. Debt is recorded on our Balance Sheet at par value adjusted for unamortized discount or premium. Discounts, premiums and costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. These costs are recorded as debt issuance costs on our Consolidated Balance Sheets and are being amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. |
Asset Retirement Obligations, Policy | Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement are conditional on a future event that may or may not be within our control. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. This additional carrying amount is depreciated over the estimated useful life of the asset. Our recognition of AROs is described below. Currently, the Sabine Pass LNG terminal is our only constructed and operating LNG terminal. Based on the real property lease agreements at the Sabine Pass LNG terminal, at the expiration of the term of the leases we are required to surrender the LNG terminal in good working order and repair, with normal wear and tear and casualty expected. Our property lease agreements at the Sabine Pass LNG terminal have terms of up to 90 years including renewal options. We have determined that the cost to surrender the Sabine Pass LNG terminal in good order and repair, with normal wear and tear and casualty expected, is zero . Therefore, we have not recorded an ARO associated with the Sabine Pass LNG terminal. Currently, the Creole Trail Pipeline is our only constructed and operating natural gas pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline have no stipulated termination dates. Therefore, we have concluded that due to advanced technology associated with current natural gas pipelines and our intent to operate the Creole Trail Pipeline as long as supply and demand for natural gas exists in the United States, we have no t recorded an ARO associated with the Creole Trail Pipeline . |
Share-based Compensation, Policy | Share-based Compensation We have awarded share-based compensation in the form of stock, restricted stock, stock options and phantom units that are more fully described in Note 13—Share-Based Compensation . We recognize share-based compensation at fair value on the date of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock to employees and non-employee directors and stock options), compensation cost is recognized based on the grant-date fair value using the quoted market price of Cheniere’s common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service and market conditions and using the accelerated recognition method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability-classified share-based compensation awards (which include restricted stock to non-employees and phantom units), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the Company’s stock price. |
Non-controlling Interests, Policy | Non-controlling Interests When we consolidate a subsidiary, we include 100% of the assets, liabilities, revenues and expenses of the subsidiary in our Consolidated Financial Statements, even if we own less than 100% of the subsidiary. Non-controlling interests represent third-party ownership in the net assets of our consolidated subsidiaries and are presented as a component of equity. Changes in our ownership interests in subsidiaries that do not result in deconsolidation are recognized within equity. See Note 9—Non-controlling Interest for additional details about our non-controlling interest. |
Income Taxes, Policy | Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. A valuation allowance equal to our federal and state net deferred tax asset balance has been established due to the uncertainty of realizing the tax benefits related to our federal and state net deferred tax assets. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. |
Net Loss Per Share, Policy | Net Loss Per Share Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. Basic and diluted EPS for all periods presented are the same since the effect of our options and unvested stock is anti-dilutive to our net loss per share. Stock options and unvested stock representing securities that could potentially dilute basic EPS in the future that were not included in the diluted computation because they would have been anti-dilutive for the years 2015 , 2014 and 2013 , were 7.6 million shares, 10.4 million shares and 14.1 million shares, respectively. In addition, 73.9 million shares and 14.3 million shares in aggregate, for the years ended December 31, 2015 and 2014 , respectively, that were issuable upon conversion of our convertible notes, as described in Note 11—Debt , were not included in the computation of diluted net loss per share because the computation of diluted net loss per share utilizing the “if-converted” method would be anti-dilutive. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2015 and 2014 , inventory consisted of the following (in thousands): December 31, 2015 2014 Natural gas $ 5,724 $ — LNG 5,148 4,293 Materials and other 7,253 3,493 Total inventory $ 18,125 $ 7,786 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2015 2014 LNG terminal costs LNG terminal $ 2,509,646 $ 2,269,429 LNG terminal construction-in-process 13,877,209 7,155,046 LNG site and related costs, net 33,512 9,395 Accumulated depreciation (414,731 ) (350,497 ) Total LNG terminal costs, net 16,005,636 9,083,373 Fixed assets and other Computer and office equipment 12,153 7,464 Furniture and fixtures 17,101 10,733 Computer software 69,569 46,882 Leasehold improvements 40,136 36,067 Land 60,984 55,522 Other 79,642 36,881 Accumulated depreciation (91,314 ) (30,169 ) Total fixed assets and other, net 188,271 163,380 Property, plant and equipment, net $ 16,193,907 $ 9,246,753 |
Property Plant and Equipment Estimated Useful Lives Table | The identifiable components of the Sabine Pass LNG terminal with similar estimated useful lives have a depreciable range between 15 and 50 years, as follows: Components Useful life (yrs) LNG storage tanks 50 Natural gas pipeline facilities 40 Marine berth, electrical, facility and roads 35 Regasification processing equipment (recondensers, vaporization and vents) 30 Sendout pumps 20 Other 15-30 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 the derivative instruments that are required to be measured at fair value on a recurring basis as of December 31, 2015 and 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 December 31, 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 (liability) $ — $ (66 ) $ — $ (66 ) $ — $ 219 $ — $ 219 Liquefaction Supply Derivatives asset (liability) — (25 ) 32,492 32,467 — — 342 342 LNG Trading Derivatives asset — 1,053 — 1,053 — — — — SPL Interest Rate Derivatives liability — (8,740 ) — (8,740 ) — (12,036 ) — (12,036 ) CCH Interest Rate Derivatives liability — (104,999 ) — (104,999 ) — — — — |
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 December 31, 2015 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Liquefaction Supply Derivatives $32,492 Income Approach Basis Spread $ (0.350) - $0.050 |
Derivative Net Presentation on Consolidated Balance Sheets | The following table shows the fair value (in thousands) 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 December 31, 2015 Natural Gas Derivatives $ 188 $ (254 ) $ (66 ) Liquefaction Supply Derivatives 33,636 (595 ) 33,041 Liquefaction Supply Derivatives (574 ) — (574 ) LNG Trading Derivatives 1,922 (699 ) 1,223 LNG Trading Derivatives (2,826 ) 2,656 (170 ) SPL Interest Rate Derivatives (8,740 ) — (8,740 ) CCH Interest Rate Derivatives (104,999 ) — (104,999 ) 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: December 31, 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 $ — $ 2,737 $ 640 $ 3,377 $ 219 $ 76 $ — $ 295 Non-current derivative assets — 30,304 583 30,887 — 586 — 586 Total derivative assets — 33,041 1,223 34,264 219 662 — 881 Derivative liabilities (66 ) (490 ) (107 ) (663 ) — (53 ) — (53 ) Non-current derivative liabilities — (84 ) (63 ) (147 ) — (267 ) — (267 ) Total derivative liabilities (66 ) (574 ) (170 ) (810 ) — (320 ) — (320 ) Derivative asset (liability), net $ (66 ) $ 32,467 $ 1,053 $ 33,454 $ 219 $ 342 $ — $ 561 (1) Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheets as of both December 31, 2015 and 2014 . |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2015, 2014 and 2013 : Year Ended December 31, Statement of Operations Location 2015 2014 2013 Natural Gas Derivatives loss Marketing and trading revenues (losses) $ (407 ) $ (1,298 ) $ (350 ) Natural Gas Derivatives gain Operating and maintenance expense 2,065 1,389 658 Liquefaction Supply Derivatives gain (1) Operating and maintenance expense 32,503 342 — LNG Trading Derivatives gain Marketing and trading revenues (losses) 1,053 — — (1) Does not include the realized value associated with derivative instruments that settle through physical delivery. |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of December 31, 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: December 31, 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 Other current assets $ — $ — $ — $ — $ — $ — Non-current derivative assets — — — 11,158 — 11,158 Total derivative assets — — — 11,158 — 11,158 Derivative liabilities (5,940 ) (28,559 ) (34,499 ) (23,194 ) — (23,194 ) Non-current derivative liabilities (2,800 ) (76,440 ) (79,240 ) — — — Total derivative liabilities (8,740 ) (104,999 ) (113,739 ) (23,194 ) — (23,194 ) Derivative liability, net $ (8,740 ) $ (104,999 ) $ (113,739 ) $ (12,036 ) $ — $ (12,036 ) |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table (in thousands) details the effect of our SPL Interest Rate Derivatives included in Other Comprehensive Income (“OCI”) and accumulated other comprehensive income (“AOCI”) during the year ended December 31, 2013. The SPL Interest Rate Derivatives had no effect on OCI during the years ended December 31, 2015 and 2014. Gain (Loss) in OCI Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion) Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting Year Ended December 31, 2013 SPL Interest Rate Derivatives - Designated $ 21,297 $ — $ 5,807 SPL Interest Rate Derivatives - Settlements (30 ) — 166 |
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 years ended December 31, 2015, 2014 and 2013 : Year Ended December 31, 2015 2014 2013 SPL Interest Rate Derivatives gain (loss) $ (41,722 ) $ (119,401 ) $ 88,596 CCH Interest Rate Derivatives loss (161,917 ) — — |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of December 31, 2015 and 2014 , other non-current assets consisted of the following (in thousands): December 31, 2015 2014 Advances made under EPC and non-EPC contracts $ 83,579 $ 10,683 Advances made to municipalities for water system enhancements 89,953 36,441 Tax-related payments and receivables 31,712 26,279 Conveyed assets to non-affiliates — 14,751 Equity method investments 20,295 19,064 Other 88,916 79,138 Total other non-current assets $ 314,455 $ 186,356 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2015 and 2014 , accrued liabilities consisted of the following (in thousands): December 31, 2015 2014 Interest expense and related debt fees $ 159,968 $ 112,858 Compensation and benefits 99,511 6,425 Liquefaction projects costs 145,105 22,014 LNG terminal costs 3,918 1,077 Other accrued liabilities 18,697 26,755 Total accrued liabilities $ 427,199 $ 169,129 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments | As of December 31, 2015 and 2014 , our debt consisted of the following (in thousands): Interest December 31, Rate 2015 2014 Long-term debt 2016 SPLNG Senior Notes 7.500% $ — $ 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) 845,000 — 2021 Cheniere Convertible Unsecured Notes 4.875% 1,054,033 1,004,469 2025 CCH HoldCo II Convertible Senior Notes 11.000% 1,050,588 — 2045 Cheniere Convertible Senior Notes 4.250% 625,000 — CTPL Term Loan (3) (4) 400,000 400,000 2015 CCH Credit Facility (5) (6) 2,713,000 — Total long-term debt 15,607,621 9,989,969 Long-term debt premium (discount) 2016 SPLNG Senior Notes — (8,998 ) 2021 SPL Senior Notes 8,718 10,177 2023 SPL Senior Notes 6,392 7,088 2021 Cheniere Convertible Unsecured Notes (174,095 ) (189,717 ) 2045 Cheniere Convertible Senior Notes (319,062 ) — CTPL Term Loan (1,429 ) (2,435 ) Total long-term debt, net 15,128,145 9,806,084 Current debt 2016 SPLNG Senior Notes 1,665,500 — 2016 SPLNG Senior Notes - discount (4,303 ) — SPL Working Capital Facility (7) (8) 15,000 — Total current debt, net 1,676,197 — Total debt, net $ 16,804,342 $ 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 December 31, 2014 , no loans were outstanding under the $325.0 million senior letter of credit and reimbursement agreement that was entered into in April 2014 (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 Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2015 (in thousands): Years Ending December 31, Principal Payments 2016 $ 1,680,500 2017 400,000 2018 — 2019 — 2020 1,265,000 Thereafter 13,942,621 Total $ 17,288,121 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table shows the carrying amount and estimated fair value (in thousands) of our debt: December 31, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2016 SPLNG Senior Notes, net of discount (1) $ 1,661,197 $ 1,652,891 $ 1,656,502 $ 1,718,621 2020 SPLNG Senior Notes (1) 420,000 403,200 420,000 428,400 2021 SPL Senior Notes, net of premium (1) 2,008,718 1,832,955 2,010,177 1,985,050 2022 SPL Senior Notes (1) 1,000,000 912,500 1,000,000 1,020,000 2023 SPL Senior Notes, net of premium (1) 1,506,392 1,299,263 1,507,089 1,476,947 2024 SPL Senior Notes (1) 2,000,000 1,715,000 2,000,000 1,970,000 2025 SPL Senior Notes (1) 2,000,000 1,710,000 — — 2015 SPL Credit Facilities (2) 845,000 845,000 — — 2021 Cheniere Convertible Unsecured Notes, net of discount (3) 879,938 825,413 814,751 1,025,563 2025 CCH HoldCo II Convertible Senior Notes (3) 1,050,588 914,363 — — 2045 Cheniere Convertible Senior Notes, net of discount (4) 305,938 331,919 — — CTPL Term Loan, net of discount (2) 398,571 400,000 397,565 400,000 2015 CCH Credit Facility (2) 2,713,000 2,713,000 — — SPL Working Capital Facility (2) 15,000 15,000 — — (1) The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on December 31, 2015 and 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): Year Ended December 31, 2015 2014 2013 Interest per contractual rate $ 145,848 $ 4,469 $ — Amortization of debt discount 28,347 2,328 — Amortization of debt issuance costs 2,989 4 — Total interest expense related to the Convertible Notes $ 177,184 $ 6,801 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax benefit (provision) included in our reported net loss consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State — — — Foreign (1,970 ) (4,143 ) (4,082 ) Total current (1,970 ) (4,143 ) (4,082 ) Deferred: Federal — — — State — — — Foreign 2,066 — (258 ) Total deferred 2,066 — (258 ) Total income tax benefit (provision) $ 96 $ (4,143 ) $ (4,340 ) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Non-controlling interest (2.3 )% (4.8 )% (3.3 )% State tax rate 1.9 % 4.3 % 4.5 % Uncertain tax position — % (12.5 )% — % Net impact of non-U.S. taxes (1.3 )% (2.0 )% (0.8 )% Valuation allowance (30.1 )% (19.8 )% (34.3 )% Other (3.1 )% (0.6 )% (1.9 )% Effective tax rate as reported 0.1 % (0.4 )% (0.8 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2015 and 2014 are as follows (in thousands): December 31, 2015 2014 Deferred tax assets Net operating loss carryforwards and credits Federal and foreign $ 862,218 $ 637,919 State 166,321 136,917 Book deferred gain 77,182 77,182 Share-based compensation expense 71,693 28,432 Property, plant and equipment 12,957 29,483 Derivative instruments 54,052 389 Other 14,366 15,075 Total deferred tax assets 1,258,789 925,397 Deferred tax liabilities Investment in limited partnership (57,466 ) (46,601 ) Convertible debt (128,948 ) — Total deferred tax liabilities (186,414 ) (46,601 ) Net deferred tax assets 1,072,375 878,796 Less: net deferred tax asset valuation allowance (1,070,309 ) (878,796 ) Total net deferred tax asset $ 2,066 $ — |
Summary of Income Tax Contingencies | Changes in the balance of unrecognized tax benefits are as follows (in thousands): Year Ended December 31, 2015 2014 Balance at beginning of the year $ 104,491 $ 19,484 Additions based on tax positions related to current year — 85,932 Additions for tax positions of prior years — — Reductions for tax positions of prior years (851 ) (925 ) Settlements — — Balance at end of the year $ 103,640 $ 104,491 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Non-vested Share Activity | The table below provides a summary of our restricted stock outstanding as of December 31, 2015 and changes during the year ended December 31, 2015 (in thousands, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2015 10,477 $ 21.56 Granted 19 70.43 Vested (2,804 ) 17.89 Forfeited (156 ) 23.25 Non-vested at December 31, 2015 7,536 $ 22.80 |
Schedule of Share-based Compensation, Stock Options, Activity | The table below provides a summary of our options outstanding as of December 31, 2015 and changes during the year ended December 31, 2015 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Outstanding at January 1, 2015 93 $ 35.81 0.81 $ 3,224 Granted — — Exercised (66 ) 34.18 Forfeited or Expired — — Outstanding at December 31, 2015 27 $ 39.88 0.27 $ — Exercisable at December 31, 2015 27 $ 39.88 0.27 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future annual minimum lease payments, excluding inflationary adjustments, for operating leases are as follows (in thousands): Years Ending December 31, Operating Leases 2016 $ 99,973 2017 101,484 2018 101,076 2019 101,039 2020 83,959 Thereafter (1) 74,077 Total $ 561,608 (1) Includes certain lease option renewals that are reasonably assured . |
Schedule of Future Minimum Lease Payments for Capital Leases | Future annual minimum lease payments, excluding inflationary adjustments, for capital leases are as follows (in thousands): Years Ending December 31, Capital Leases 2016 $ — 2017 — 2018 19,920 2019 39,840 2020 39,840 Thereafter 697,208 Total $ 796,808 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SPL [Member] | Natural Gas Supply, Transportation And Storage Service Agreements [Member] | |
Long-term Purchase Commitment [Line Items] | |
Contractual Obligation, Fiscal Year Maturity Schedule | As of December 31, 2015 , SPL’s purchase obligations under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in thousands): Years Ending December 31, Payments Due (1) 2016 $ 341,039 2017 284,263 2018 231,550 2019 182,470 2020 189,640 Thereafter 259,273 Total $ 1,488,235 (1) Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread . Amounts included are based on prices and basis spreads as of December 31, 2015 . |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 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 Year Ended December 31, 2015 Revenues from external customers (2) $ 269,281 $ 66 $ 1,538 $ 270,885 Intersegment revenues (losses) (3) 2,225 29,373 (31,598 ) — Depreciation and amortization expense 65,137 1,071 16,472 82,680 Loss from operations (69,923 ) (85,577 ) (293,813 ) (449,313 ) Interest expense, net of capitalized interest (219,831 ) — (102,252 ) (322,083 ) Loss before income taxes and non-controlling interest (4) (596,432 ) (87,133 ) (413,846 ) (1,097,411 ) Share-based compensation 32,948 14,401 147,959 195,308 Goodwill 76,819 — — 76,819 Total assets 17,571,442 550,896 897,251 19,019,589 Expenditures for additions to long-lived assets 6,984,152 2,731 97,216 7,084,099 As of or for the Year Ended December 31, 2014 Revenues (losses) from external customers (2) $ 267,606 $ (1,285 ) $ 1,633 $ 267,954 Intersegment revenues (losses) (3) (779 ) 41,908 (41,129 ) — Depreciation and amortization expense 58,883 271 5,104 64,258 Loss from operations (89,790 ) (12,993 ) (169,396 ) (272,179 ) Interest expense, net of capitalized interest (177,400 ) — (3,836 ) (181,236 ) Loss before income taxes and non-controlling interest (4) (480,366 ) (14,874 ) (192,494 ) (687,734 ) Share-based compensation 14,129 6,027 90,073 110,229 Goodwill 76,819 — — 76,819 Total assets 10,580,612 567,460 1,425,611 12,573,683 Expenditures for additions to long-lived assets 2,684,045 1,888 161,882 2,847,815 As of or for the Year Ended December 31, 2013 Revenues from external customers (2) $ 265,409 $ 242 $ 1,562 $ 267,213 Intersegment revenues (losses) (3) 2,983 45,049 (48,032 ) — Depreciation and amortization expense 58,099 941 2,169 61,209 Loss from operations (121,040 ) (47,966 ) (159,322 ) (328,328 ) Interest expense, net of capitalized interest (182,003 ) — 3,603 (178,400 ) Loss before income taxes and non-controlling interest (4) (350,734 ) (48,851 ) (154,838 ) (554,423 ) Share-based compensation 29,805 46,293 207,783 283,881 Goodwill 76,819 — — 76,819 Total assets 8,663,795 62,327 947,115 9,673,237 Expenditures for additions to long-lived assets 3,222,454 39 9,778 3,232,271 (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 and Chevron . 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 Inform42
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2015 2014 2013 Cash paid during the year for interest, net of amounts capitalized and deferred $ 122,860 $ 130,578 $ 120,908 Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities 301,375 129,842 154,517 Non-cash conveyance of assets 13,169 — — |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards, Not Yet Adopted | The following table provides a brief description of recent accounting standards that had not yet been adopted by the Company as of December 31, 2015 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The standard 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. Early adoption is permitted. December 31, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the 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 may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements This standard 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. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. January 1, 2016 Upon adoption of this standard, the balance of debt, net will be reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. Additionally, disclosures will be required for a change in accounting principle. ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement This standard clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. This guidance may be early adopted, and may be adopted as either retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. January 1, 2016 The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory This standard requires inventory to 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 may be early adopted and must be adopted prospectively. January 1, 2017 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. |
Recent Accounting Standards, Adopted | Additionally, the following table provides a brief description of a recent accounting standard that was adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes This standard requires all deferred tax assets and liabilities to be classified as non-current on the balance sheet instead of separating them between current and non-current. This guidance may be adopted either prospectively or retrospectively. December 31, 2015 We early adopted this guidance in the quarterly period ended December 31, 2015 on a prospective basis. There was no impact on our Consolidated Financial Statements or related disclosures upon adoption of this standard. |
Summarized Quarterly Financia44
Summarized Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized Quarterly Financial Data—(in thousands, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2015: Revenues $ 68,369 $ 68,025 $ 66,059 $ 68,432 Loss from operations (60,244 ) (95,874 ) (52,074 ) (241,121 ) Net loss (335,844 ) (141,802 ) (307,092 ) (312,577 ) Net loss attributable to common stockholders (267,709 ) (118,495 ) (297,808 ) (291,097 ) Net loss per share attributable to common stockholders—basic and diluted (1) (1.18 ) (0.52 ) (1.31 ) (1.28 ) Year ended December 31, 2014: Revenues $ 67,550 $ 67,645 $ 66,807 $ 65,952 Loss from operations (47,805 ) (62,200 ) (61,164 ) (101,010 ) Net loss (122,345 ) (280,710 ) (104,800 ) (184,022 ) Net loss attributable to common stockholders (97,810 ) (201,928 ) (89,581 ) (158,613 ) Net loss per share attributable to common stockholders—basic and diluted (1) (0.44 ) (0.90 ) (0.40 ) (0.70 ) (1) The sum of the quarterly net loss per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule I_Condensed Financia45
Schedule I—Condensed Financial Information of Registrant (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2015 2014 2013 Cash paid during the year for interest, net of amounts capitalized and deferred $ 122,860 $ 130,578 $ 120,908 Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities 301,375 129,842 154,517 Non-cash conveyance of assets 13,169 — — |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Balance Sheet | CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in thousands) December 31, 2015 2014 ASSETS Current assets $ 132 $ — Non-current restricted cash 6,572 5,847 Property, plant and equipment, net 8,899 2,596 Debt receivable—affiliates 843,629 809,416 Investments in affiliates (426,420 ) (25,169 ) Other non-current assets 2,845 414 Total assets $ 435,657 $ 793,104 LIABILITIES AND STOCKHOLDERS’ EQUITY Accrued liabilities $ 8,051 $ 8,086 Current debt—affiliate 143,580 134,444 Long-term debt, net 1,185,876 814,751 Stockholders’ deficit (901,850 ) (164,177 ) Total liabilities and equity $ 435,657 $ 793,104 |
Condensed Statements of Operations and Comprehensive Loss | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2015 2014 2013 Operating costs and expenses Depreciation expense 58 — — General and administrative expense (recovery) (356 ) 10,597 1,171 Total operating costs and expenses (298 ) 10,597 1,171 Other income (expense) Interest expense, net (93,116 ) (4,205 ) — Interest expense, net—affiliates (9,137 ) (9,137 ) (9,137 ) Interest income 3 3 — Interest income—affiliates 34,213 34,213 34,213 Equity losses of affiliates (907,370 ) (558,209 ) (531,827 ) Total other expense (975,407 ) (537,335 ) (506,751 ) Net loss attributable to common stockholders $ (975,109 ) $ (547,932 ) $ (507,922 ) Other comprehensive income — — 25,319 Comprehensive loss $ (975,109 ) $ (547,932 ) $ (482,603 ) |
Condensed Statements of Cash Flows | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2015 2014 2013 Net cash used in operating activities $ (117,915 ) $ (240 ) $ (5,796 ) Cash flows from investing activities Investments in affiliates (320,584 ) (901,329 ) 139,494 Net cash provided by (used in) investing activities (320,584 ) (901,329 ) 139,494 Cash flows from financing activities Proceeds from issuance of debt 500,000 1,000,000 — Proceeds from sale of common stock, net — — 3,628 Payments related to tax withholdings for share-based compensation (61,179 ) (112,324 ) (140,711 ) Excess tax benefit from share-based compensation 1,524 3,605 3,385 Proceeds from exercise of stock options 2,283 10,806 — Other (4,129 ) (518 ) — Net cash provided by (used in) financing activities 438,499 901,569 (133,698 ) Net increase (decrease) in cash and cash equivalents — — — Cash and cash equivalents—beginning of period — — — Cash and cash equivalents—end of period $ — $ — $ — |
Schedule of Debt | As of December 31, 2015 and 2014 , our debt consisted of the following (in thousands): December 31, 2015 2014 Note—Affiliate $ 143,580 $ 134,444 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2015 2014 2013 Non-cash capital contributions (1) $ (907,370 ) $ (558,209 ) $ (531,827 ) (1) Amounts represent equity losses of affiliates. |
Organization and Nature of Op46
Organization and Nature of Operations (Details) | 12 Months Ended | |
Dec. 31, 2015aunititemmilliontonnes / yrbcf / dBcfetrainsmiinm³ | Dec. 31, 2014 | |
Organization and Nature of Operations [Line Items] | ||
Number Of Natural Gas Liquefaction And Export Facilities | unit | 2 | |
Sabine Pass LNG Terminal [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number Of LNG Storage Tanks | 5 | |
Storage Capacity | Bcfe | 16.9 | |
Number Of Docks | 2 | |
Volume Of Vessel | m³ | 266,000 | |
Regasification Capacity | bcf / d | 4 | |
Train nominal capacity, per Train | milliontonnes / yr | 4.5 | |
Sabine Pass LNG Terminal [Member] | Construction [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number of Liquefaction LNG Trains | trains | 5 | |
Sabine Pass LNG Terminal [Member] | Development [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number of Liquefaction LNG Trains | trains | 1 | |
Creole Trail Pipeline [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Length of Natural Gas Pipeline | mi | 94 | |
Corpus Christi LNG Terminal [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number Of LNG Storage Tanks | 3 | |
Storage Capacity | Bcfe | 10.1 | |
Number Of Docks | 2 | |
Volume Of Vessel | m³ | 266,000 | |
Number of Liquefaction LNG Trains | trains | 3 | |
Train nominal capacity, per Train | milliontonnes / yr | 13.5 | |
Acres of land owned or controlled | a | 2,000 | |
Corpus Christi LNG Terminal [Member] | Stage 1 [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number Of LNG Storage Tanks | 2 | |
Number of Liquefaction LNG Trains | trains | 2 | |
Number Of Complete Marine Berths | 1 | |
Number Of Partial Marine Berths | unit | 1 | |
Corpus Christi LNG Terminal [Member] | Stage 2 [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number Of LNG Storage Tanks | 1 | |
Number of Liquefaction LNG Trains | trains | 1 | |
Number Of Partial Marine Berths | unit | 1 | |
Corpus Christi Pipeline [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Length of Natural Gas Pipeline | mi | 23 | |
Diameter of Natural Gas Pipeline | in | 48 | |
Cheniere Partners [Member] | ||
Organization and Nature of Operations [Line Items] | ||
General Partner ownership percentage | 100.00% | |
Cheniere Holdings [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% |
Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Limited Partner ownership percentage | 55.90% | |
Corpus Christi Stage III entities [Member] | Corpus Christi LNG Terminal [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number Of LNG Storage Tanks | 1 | |
Number of Liquefaction LNG Trains | trains | 2 | |
Number of Natural Gas Pipelines | unit | 1 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Details) shares in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)unititemshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Advanced Capacity Reservation Fees Amortization Period | 10 years | ||
Retained Percentage Of LNG Delivered | 2.00% | ||
Impairment expense | $ 91,317,000 | $ 0 | $ 0 |
Inventory Write-down | 17,537,000 | 24,461,000 | 26,900,000 |
Impairments related to property, plant and equipment | 55,100,000 | 0 | $ 0 |
Goodwill Impairment | 0 | 0 | |
Notes Receivable [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairment expense | 36,200,000 | ||
Designated as Hedging Instrument [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Derivative instruments designated as cash flow hedges | $ 0 | $ 0 | |
Stock options, warrants and unvested stock [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 7.6 | 10.4 | 14.1 |
Convertible Debt Securities [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 73.9 | 14.3 | |
SPLNG [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number of fixed price contracts | unit | 2 | ||
SPL [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number of fixed price contracts | item | 6 | ||
Sale and Purchase Agreement Term of Agreement | 20 years | ||
Sale and Purchase Agreement Number of Unaffiliated Counterparties | item | 6 | ||
CCL [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number of fixed price contracts | item | 8 | ||
Sale and Purchase Agreement Term of Agreement | 20 years | ||
Sale and Purchase Agreement Number of Unaffiliated Counterparties | item | 7 | ||
Sabine Pass LNG Terminal [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Asset Retirement Obligation | $ 0 | ||
Creole Trail Pipeline [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Asset Retirement Obligation | $ 0 | ||
Maximum [Member] | Sabine Pass LNG Terminal [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Property Lease Term | 90 years |
Restricted Cash - SPLNG Senior
Restricted Cash - SPLNG Senior Notes Debt Service Reserve (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)Rate | Dec. 31, 2014USD ($) | |
Restricted Cash Items [Line Items] | ||
Current restricted cash | $ 503,397 | $ 481,737 |
Non-current restricted cash | $ 31,722 | 550,811 |
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] | SPLNG 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 | $ 1,700,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |
SPLNG [Member] | 2020 SPLNG Senior Notes [Member] | ||
Restricted Cash Items [Line Items] | ||
Debt Instrument, Face Amount | $ 400,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | |
SPLNG [Member] | Senior Notes Interest Payments [Member] | ||
Restricted Cash Items [Line Items] | ||
Current restricted cash | $ 77,400 | 15,000 |
SPLNG [Member] | Debt Service Reserve Fund [Member] | ||
Restricted Cash Items [Line Items] | ||
Non-current restricted cash | $ 13,700 | $ 76,100 |
Restricted Cash - SPL Reserve (
Restricted Cash - SPL Reserve (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | |
Restricted Cash Items [Line Items] | |||||
Current restricted cash | $ 481,737,000 | $ 503,397,000 | |||
Non-current restricted cash | $ 550,811,000 | $ 31,722,000 | |||
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 | $ 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% | 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% | ||||
SPL [Member] | Payment of Liabilities [Member] | |||||
Restricted Cash Items [Line Items] | |||||
Current restricted cash | $ 155,800,000 | 189,300,000 | |||
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) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2013 |
Restricted Cash Items [Line Items] | |||
Current restricted cash | $ 503,397,000 | $ 481,737,000 | |
Non-current restricted cash | 31,722,000 | 550,811,000 | |
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 | 7,900,000 | 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) - USD ($) $ in Thousands | Dec. 31, 2015 | May. 31, 2015 | Dec. 31, 2014 |
Restricted Cash Items [Line Items] | |||
Current restricted cash | $ 503,397 | $ 481,737 | |
Non-current restricted cash | 31,722 | 550,811 | |
Subsidiary Cash [Member] | |||
Restricted Cash Items [Line Items] | |||
Current restricted cash | 147,100 | 250,100 | |
Other Contractual Restrictions [Member] | |||
Restricted Cash Items [Line Items] | |||
Current restricted cash | 34,900 | 35,900 | |
Non-current restricted cash | 18,000 | $ 6,300 | |
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] | Construction And Interest Payments [Member] | |||
Restricted Cash Items [Line Items] | |||
Current restricted cash | $ 46,800 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Total inventory | $ 18,125 | $ 7,786 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Total inventory | 5,724 | 0 |
LNG [Member] | ||
Inventory [Line Items] | ||
Total inventory | 5,148 | 4,293 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Total inventory | $ 7,253 | $ 3,493 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 16,193,907 | $ 9,246,753 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (414,731) | (350,497) |
Property, plant and equipment, net | 16,005,636 | 9,083,373 |
LNG terminal [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,509,646 | 2,269,429 |
LNG terminal construction-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,877,209 | 7,155,046 |
LNG site and related costs, net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 33,512 | 9,395 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (91,314) | (30,169) |
Property, plant and equipment, net | 188,271 | 163,380 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,153 | 7,464 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17,101 | 10,733 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 69,569 | 46,882 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 40,136 | 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 | $ 79,642 | $ 36,881 |
Property, Plant and Equipment54
Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
LNG terminal costs [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
LNG terminal costs [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
LNG storage tanks [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 years |
Natural gas pipeline facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Marine berth, electrical, facility and roads [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 35 years |
Regasification processing equipment (recondensers, vaporization and vents) [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Sendout pumps [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Other [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Other [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) MMBTU in Millions | 1 Months Ended | 12 Months Ended | ||||
May. 31, 2015USD ($) | Mar. 31, 2015USD ($) | May. 31, 2014USD ($) | Dec. 31, 2015USD ($)MMBTU | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Asset transfers into level 3 | $ 0 | $ 0 | $ 0 | |||
Asset transfers out of level 3 | $ 0 | $ 0 | $ 0 | |||
Liquefaction Supply Derivatives [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative, Notional Amount | MMBTU | 1,240.5 | |||||
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 | |||||
LNG Trading Derivatives [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative, Notional Amount | MMBTU | 0 | |||||
SPL [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Energy Units Secured Through Long-Term Purchase Agreements | MMBTU | 2,154.2 | |||||
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 | Dec. 31, 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 | $ (66) | $ 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 | (66) | 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 | 32,467 | 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 | (25) | 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 | 32,492 | 342 |
LNG Trading Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 1,053 | 0 |
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
LNG Trading Derivatives [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 1,053 | 0 |
LNG Trading 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 |
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 | (8,740) | (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 | (8,740) | (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 | (104,999) | 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 | (104,999) | 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 - Fair57
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Liquefaction Supply Derivatives [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 32,467,000 | $ 342,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Net Fair Value Asset | $ 32,492,000 | $ 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 - Fair58
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | $ 30,887 | $ 11,744 | |
Derivative liabilities | (35,201) | (23,247) | |
Non-current derivative liabilities | (79,387) | (267) | |
Commodity Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 34,264 | 881 | |
Total derivative liabilities | (810) | (320) | |
Derivative asset (liability), net | 33,454 | 561 | |
Commodity Derivatives [Member] | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 3,377 | 295 | |
Commodity Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 30,887 | 586 | |
Commodity Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (663) | (53) | |
Commodity Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (147) | (267) | |
Natural Gas Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [1] | 0 | 219 |
Total derivative liabilities | [1] | (66) | 0 |
Derivative asset (liability), net | [1] | (66) | 219 |
Natural Gas Derivatives [Member] | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | [1] | 0 | 219 |
Derivative, Collateral, Right to Reclaim Cash | 5,500 | 5,500 | |
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] | (66) | 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 | 33,041 | 662 | |
Total derivative liabilities | (574) | (320) | |
Derivative asset (liability), net | 32,467 | 342 | |
Liquefaction Supply Derivatives [Member] | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 2,737 | 76 | |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 30,304 | 586 | |
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (490) | (53) | |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (84) | (267) | |
LNG Trading Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 1,223 | 0 | |
Total derivative liabilities | (170) | 0 | |
Derivative asset (liability), net | 1,053 | 0 | |
LNG Trading Derivatives [Member] | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 640 | 0 | |
LNG Trading Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 583 | 0 | |
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (107) | 0 | |
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (63) | 0 | |
Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 11,158 | |
Total derivative liabilities | (113,739) | (23,194) | |
Derivative asset (liability), net | (113,739) | (12,036) | |
Interest Rate Derivatives [Member] | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 0 | 0 | |
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 | (34,499) | (23,194) | |
Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (79,240) | 0 | |
SPL Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 11,158 | |
Total derivative liabilities | (8,740) | (23,194) | |
Derivative asset (liability), net | (8,740) | (12,036) | |
SPL Interest Rate Derivatives [Member] | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 0 | 0 | |
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 | (5,940) | (23,194) | |
SPL Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (2,800) | 0 | |
CCH Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 0 | |
Total derivative liabilities | (104,999) | 0 | |
Derivative asset (liability), net | (104,999) | 0 | |
CCH Interest Rate Derivatives [Member] | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets | 0 | 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 | (28,559) | 0 | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | $ (76,440) | $ 0 | |
[1] | Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheets as of both December 31, 2015 and 2014. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Natural Gas Derivatives [Member] | Marketing and trading revenues (losses) | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ (407) | $ (1,298) | $ (350) | |
Natural Gas Derivatives [Member] | Operating and maintenance expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 2,065 | 1,389 | 658 | |
Liquefaction Supply Derivatives [Member] | Operating and maintenance expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | [1] | 32,503 | 342 | 0 |
LNG Trading Derivatives [Member] | Marketing and trading revenues (losses) | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 1,053 | 0 | 0 | |
SPL Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | (41,722) | (119,401) | 88,596 | |
CCH Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ (161,917) | $ 0 | $ 0 | |
[1] | Does not include the realized value associated with derivative instruments that settle through physical delivery. |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 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 - Sche61
Derivative Instruments - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Details) - SPL Interest Rate Derivatives [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ (30) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0 |
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net | 166 |
Designated as Hedging Instrument [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 21,297 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0 |
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net | $ 5,807 |
Derivative Instruments - Deri62
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Natural Gas Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $ 188 | $ 223 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (254) | (4) |
Derivative Assets (Liabilities), at Fair Value, Net | (66) | 219 |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 33,636 | 662 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (595) | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 33,041 | 662 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (574) | (320) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (574) | (320) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 1,922 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (699) | |
Derivative Assets (Liabilities), at Fair Value, Net | 1,223 | |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (2,826) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 2,656 | |
Derivative Assets (Liabilities), at Fair Value, Net | (170) | |
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 | (8,740) | (23,194) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (8,740) | $ (23,194) |
CCH Interest Rate Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (104,999) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (104,999) |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Assets, Noncurrent [Abstract] | ||
Advances made under EPC and non-EPC contracts | $ 83,579 | $ 10,683 |
Advances made to municipalities for water system enhancements | 89,953 | 36,441 |
Tax-related payments and receivables | 31,712 | 26,279 |
Conveyed assets to non-affiliates | 0 | 14,751 |
Equity method investments | 20,295 | 19,064 |
Other | 88,916 | 79,138 |
Total other non-current assets | $ 314,455 | $ 186,356 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - $ / shares shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2012 | May. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2014 | Nov. 30, 2014 | |
Cheniere Holdings [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% | ||||
Cheniere Partners [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
General Partner ownership percentage | 100.00% | |||||
Cheniere Holdings [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Price per Class B Unit | $ 22.76 | |||||
Cheniere Holdings [Member] | Cheniere Partners [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Limited Partner ownership percentage | 55.90% | |||||
Cheniere Holdings [Member] | Cheniere Partners [Member] | Common Units [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account, Units, Units Held | 12 | |||||
Cheniere Holdings [Member] | Cheniere Partners [Member] | Capital Unit, Class B [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account, Units, Units Held | 45.3 | |||||
Cheniere Holdings [Member] | Cheniere Partners [Member] | Subordinated Units [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account, Units, Units Held | 135.4 | |||||
Cheniere Partners [Member] | Director Appointment Entitlement Minimum [Member] | Capital Unit, Class B [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Limited Partner ownership percentage | 20.00% | |||||
Limited Partners' Capital Account, Units Outstanding | 50 | |||||
Cheniere Partners [Member] | Blackstone [Member] | Capital Unit, Class B [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Partners Capital Account Units To Be Sold In Private Placement | 100 | |||||
Price per Class B Unit | $ 15 | |||||
Partners' Capital Account, Units, Sold in Private Placement | 33.3 | 66.7 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - $ / shares | 1 Months Ended | ||
Nov. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cheniere Holdings [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 80.10% | 80.10% | |
Cheniere Holdings [Member] | |||
Noncontrolling Interest [Line Items] | |||
Issuances of stock, shares | 10,100,000 | ||
Shares Issued, Price Per Share | $ 22.76 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Interest expense and related debt fees | $ 159,968 | $ 112,858 |
Compensation and benefits | 99,511 | 6,425 |
Liquefaction projects costs | 145,105 | 22,014 |
LNG terminal costs | 3,918 | 1,077 |
Other accrued liabilities | 18,697 | 26,755 |
Total accrued liabilities | $ 427,199 | $ 169,129 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 15,607,621,000 | $ 9,989,969,000 | |
Total Long-Term Debt, Net | 15,128,145,000 | 9,806,084,000 | |
Current debt | 1,676,197,000 | 0 | |
Total Debt, Net | $ 16,804,342,000 | 9,806,084,000 | |
2016 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||
Long-term Debt, Gross | $ 0 | 1,665,500,000 | |
Debt Instrument, Unamortized Discount | (4,303,000) | (8,998,000) | |
Current debt | $ 1,665,500,000 | 0 | |
2020 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||
Long-term Debt, Gross | $ 420,000,000 | 420,000,000 | |
2021 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Unamortized Premium | $ 8,718,000 | 10,177,000 | |
2022 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||
Long-term Debt, Gross | $ 1,000,000,000 | 1,000,000,000 | |
2023 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 1,500,000,000 | 1,500,000,000 | |
Debt Instrument, Unamortized Premium | $ 6,392,000 | 7,088,000 | |
2024 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||
Long-term Debt, Gross | $ 2,000,000,000 | 2,000,000,000 | |
2025 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 2,000,000,000 | 0 | |
2015 SPL Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [1],[2] | $ 845,000,000 | 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 | $ 1,054,033,000 | 1,004,469,000 | |
Debt Instrument, Unamortized Discount | (174,095,000) | (189,717,000) | |
2025 CCH Holdco II Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,050,588,000 | 0 | |
2045 Cheniere Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Long-term Debt, Gross | $ 625,000,000 | 0 | |
Debt Instrument, Unamortized Discount | (319,062,000) | 0 | |
CTPL Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [3],[4] | 400,000,000 | 400,000,000 |
Debt Instrument, Unamortized Discount | $ (1,429,000) | (2,435,000) | |
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] | $ 2,713,000,000 | 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 LC Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Letter of Credit, Drawn Amount | 0 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 325,000,000 | ||
SPL Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current debt | [7],[8] | $ 15,000,000 | $ 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 December 31, 2014, no loans were outstanding under the $325.0 million senior letter of credit and reimbursement agreement that was entered into in April 2014 (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. |
Debt - Schedule of Maturities (
Debt - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | $ 1,680,500 |
2,017 | 400,000 |
2,018 | 0 |
2,019 | 0 |
2,020 | 1,265,000 |
Thereafter | 13,942,621 |
Total | $ 17,288,121 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)Rate | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
SPLNG [Member] | |||
Debt Instrument [Line Items] | |||
Distributions to limited partner | $ | $ 337.3 | $ 346.9 | $ 348.9 |
SPLNG [Member] | SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||
Percentage of debt principal additional for redemption | 1.00% | ||
Discount rate over Treasury Rate to calculate fair value ratio of redemption price | 0.50% | ||
Debt Instrument, Fixed Charge, Coverage Ratio | 2 | ||
SPL [Member] | SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||
Debt Instrument, Fixed Charge, Coverage Ratio Period | 12 months | ||
Debt Instrument, Fixed Charge, Coverage Ratio | 1.25 |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2015USD ($) | May. 31, 2014USD ($) | Dec. 31, 2015USD ($)Rate | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 30, 2015USD ($) | May. 31, 2015USD ($) | ||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt, Outstanding Borrowings | $ 15,607,621,000 | $ 9,989,969,000 | ||||||
Losses on Extinguishment of Debt | 124,180,000 | 114,335,000 | $ 131,576,000 | |||||
2015 SPL Credit Facilities [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt, Outstanding Borrowings | [1],[2] | $ 845,000,000 | 0 | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||
2015 CCH Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt, Outstanding Borrowings | [3],[4] | $ 2,713,000,000 | 0 | |||||
SPL [Member] | 2015 SPL Credit Facilities [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 4,600,000,000 | $ 4,600,000,000 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | 3,800,000,000 | |||||||
Long-term Debt, Outstanding Borrowings | 845,000,000 | |||||||
Debt Instrument, Fee Amount | $ 88,300,000 | |||||||
Line Of Credit Facility Insurance Premium Percentage Of Drawn Amount | 0.45% | |||||||
Line Of Credit Facility, Unused Capacity, Commitment Fee Percentage Of Margin On Undrawn Commitment | 40.00% | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.70% | |||||||
Line of Credit Facility, Amortization Period | 18 years | |||||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.25 | |||||||
SPL [Member] | 2015 SPL Credit Facilities [Member] | Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | |||||||
SPL [Member] | 2013 SPL Credit Facilities [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 | |||||||
SPL [Member] | 2012 Liquefaction Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Losses on Extinguishment of Debt | $ 88,300,000 | |||||||
SPL [Member] | SPL Working Capital Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, 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 | |||||||
CCH [Member] | 2015 CCH Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 5,700,000,000 | |||||||
Long-term Debt, Outstanding Borrowings | [3],[4] | $ 2,700,000,000 | ||||||
Debt Instrument, Fee Amount | $ 289,300,000 | |||||||
Line of Credit Facility, Commitment Fee Percentage | 40.00% | |||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||
Line of Credit Facility, Amortization Period | 19 years | |||||||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | |||||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.55 | |||||||
Losses on Extinguishment of Debt | $ 16,500,000 | |||||||
CCH [Member] | 2015 CCH Credit Facility [Member] | Stage 1 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,400,000,000 | |||||||
CCH [Member] | 2015 CCH Credit Facility [Member] | Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | |||||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.25 | |||||||
[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. |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 12 Months Ended | |||||
Dec. 31, 2015USD ($)Rate$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | May. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Nov. 30, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
Losses on Extinguishment of Debt | $ 124,180,000 | $ 114,335,000 | $ 131,576,000 | |||
Convertible Notes [Member] | ||||||
Interest Costs Incurred [Abstract] | ||||||
Interest per contractual rate | 145,848,000 | 4,469,000 | 0 | |||
Amortization of debt discount | 28,347,000 | 2,328,000 | 0 | |||
Amortization of debt issuance costs | 2,989,000 | 4,000 | 0 | |||
Total interest expense related to the Convertible Notes | $ 177,184,000 | 6,801,000 | $ 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% | |||||
Debt Instrument, Convertible, Earliest date of conversion, Period after closing | 1 year | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 93.64 | |||||
Convertible Debt | 808,800,000 | |||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 203,000,000 | $ 191,900,000 | $ 191,200,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 9.60% | 9.20% | ||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 5 years 5 months 1 day | |||||
2025 CCH Holdco II Convertible Senior Notes [Member] | CCH Holdco II [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Minimum Capitalization for Conversion | $ 10,000,000,000 | |||||
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% | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 138.38 | |||||
Convertible Debt | $ 304,300,000 | |||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 194,000,000 | $ 195,700,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 9.40% | |||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 29 years 2 months 1 day | |||||
Debt Instrument, Original Issue Discount | 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 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.20 | |||||
Losses on Extinguishment of Debt | $ 11,400,000 | |||||
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 Eligible Conversion Date | 58 months | |||||
Debt Instrument, Convertible, Percentage of Conversion 1, Discount to VWAP | 10.00% | |||||
Debt Instrument, Convertible, Consecutive Trading Days 1 | 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 closing | 6 months | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days 2 | 90 days | |||||
CCH Holdco II [Member] | 2025 CCH Holdco II Convertible Senior Notes [Member] | Cheniere CCH Holdco I, LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Collateral Amount, Equity Interest in Subsidiary | 100.00% |
Debt - Working Capital Facility
Debt - Working Capital Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Borrowings | $ 15,607,621,000 | $ 9,989,969,000 |
SPL LC Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Maximum Borrowing Capacity | 325,000,000 | |
Letter of Credit, Drawn Amount | 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 | |
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] | 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 | 135,200,000 | |
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] | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |
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 | $ 15,000,000 | |
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 |
Debt - Other (Details)
Debt - Other (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May. 31, 2013 | |
Debt Instrument [Line Items] | ||||
Interest Costs Incurred | $ 997,500,000 | $ 587,000,000 | $ 414,000,000 | |
Interest Costs Capitalized | 675,300,000 | 405,800,000 | $ 233,000,000 | |
CTPL Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Unamortized Discount | 1,429,000 | $ 2,435,000 | ||
CTPL [Member] | CTPL Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Unamortized Discount | $ 10,000,000 | |||
Maximum Borrowing Capacity | $ 400,000,000 | $ 400,000,000 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 16,804,342,000 | $ 9,806,084,000 | |
2016 SPLNG Senior Notes, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 1,661,197,000 | 1,656,502,000 | |
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] | 1,652,891,000 | 1,718,621,000 |
2020 SPLNG Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 420,000,000 | 420,000,000 | |
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] | 403,200,000 | 428,400,000 |
2021 SPL Senior Notes, net of premium [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 2,008,718,000 | 2,010,177,000 | |
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] | 1,832,955,000 | 1,985,050,000 |
2022 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 1,000,000,000 | 1,000,000,000 | |
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] | 912,500,000 | 1,020,000,000 |
2023 SPL Senior Notes, net of premium [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 1,506,392,000 | 1,507,089,000 | |
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] | 1,299,263,000 | 1,476,947,000 |
2024 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 2,000,000,000 | 2,000,000,000 | |
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] | 1,715,000,000 | 1,970,000,000 |
2025 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 2,000,000,000 | 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] | 1,710,000,000 | 0 |
2015 SPL Credit Facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 845,000,000 | 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] | 845,000,000 | 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, Debt | 879,938,000 | 814,751,000 | |
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] | 825,413,000 | 1,025,563,000 |
2025 CCH Holdco II Convertible Senior Notes, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 1,050,588,000 | 0 | |
2025 CCH Holdco II 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 | [3] | 914,363,000 | 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, Debt | 305,938,000 | 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] | 331,919,000 | 0 |
CTPL Term Loan, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 398,571,000 | 397,565,000 | |
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] | 400,000,000 | 400,000,000 |
2015 CCH Credit Facility [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 2,713,000,000 | 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] | 2,713,000,000 | 0 |
SPL Working Capital Facility [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | 15,000,000 | 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] | $ 15,000,000 | $ 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 December 31, 2015 and 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 - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | (1,970) | (4,143) | (4,082) |
Total current | (1,970) | (4,143) | (4,082) |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 2,066 | 0 | (258) |
Total deferred | 2,066 | 0 | (258) |
Total income tax benefit (provision) | $ 96 | $ (4,143) | $ (4,340) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% |
Non-controlling interest | (2.30%) | (4.80%) | (3.30%) |
State tax rate | 1.90% | 4.30% | 4.50% |
Uncertain tax position | 0.00% | (12.50%) | 0.00% |
Net impact of non-U.S. taxes | (1.30%) | (2.00%) | (0.80%) |
Valuation allowance | (30.10%) | (19.80%) | (34.30%) |
Other | (3.10%) | (0.60%) | (1.90%) |
Effective tax rate as reported | 0.10% | (0.40%) | (0.80%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax assets | ||
Federal and foreign net operating loss carryforwards | $ 862,218 | $ 637,919 |
State net operating loss carryforwards | 166,321 | 136,917 |
Book deferred gain | 77,182 | 77,182 |
Share-based compensation expense | 71,693 | 28,432 |
Property, plant and equipment | 12,957 | 29,483 |
Derivative instruments | 54,052 | 389 |
Other | 14,366 | 15,075 |
Total deferred tax assets | 1,258,789 | 925,397 |
Deferred tax liabilities | ||
Investment in limited partnership | (57,466) | (46,601) |
Convertible debt | (128,948) | 0 |
Total deferred tax liabilities | (186,414) | (46,601) |
Net deferred tax assets | 1,072,375 | 878,796 |
Less: net deferred tax asset valuation allowance | (1,070,309) | (878,796) |
Total net deferred tax asset | 2,066 | $ 0 |
Valuation Allowance, Deferred Tax Asset, Increase, Amount | (191,500) | |
Federal Tax [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 3,200,000 | |
State Tax [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 2,100,000 |
Income Taxes - Changes in Gross
Income Taxes - Changes in Gross Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of the year | $ 104,491 | $ 19,484 |
Additions based on tax positions related to current year | 0 | 85,932 |
Additions for tax positions of prior years | 0 | 0 |
Reductions for tax positions of prior years | (851) | (925) |
Settlements | 0 | 0 |
Balance at end of the year | 103,640 | $ 104,491 |
Excess Tax Benefit From Share Based Compensation To Be Realized Upon Utilization Of Net Operating Loss Carryforward | $ 168,700 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Thousands, shares in Millions | 12 Months Ended | |||
Dec. 31, 2015USD ($)Installment_vestingsannual_performance_periodsshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Aug. 31, 2012USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, net of capitalization | $ | $ 172,400 | $ 102,000 | $ 271,400 | |
Share-based compensation capitalized during period | $ | 22,900 | 8,200 | 12,500 | |
Share-based compensation, unrecognized compensation | $ | $ 182,700 | |||
Share-based compensation, unrecognized compensation, period for recognition | 2 years 2 months 1 day | |||
Share-based compensation plan modification, incremental compensation cost | $ | $ 0 | $ 10,800 | $ 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 | |||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 5 | |||
2003 Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 21 | |||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 21 | |||
2011 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 35 | |||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 26.9 | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash Awards Under Long Term Compensation Arrangement | $ | $ 60,000 | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Award, Number of Shares Available for Grant | 10 | |||
Number of vesting installments | Installment_vestings | 4 | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Issuing Of Notice To Proceed [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 35.00% | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | First Anniversary Of Issuance Of Notice To Proceed [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 10.00% | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Second Anniversary Of Issuance Of Notice To Proceed [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 15.00% | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Third Anniversary Of Issuance Of Notice To Proceed [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 15.00% | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Fourth Anniversary Of Issuance Of Notice To Proceed [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 25.00% | |||
Long Term Commercial Stock Price Bonus Award for Train 1 and Train 2 [Member] | Restricted Stock [Member] | Vested [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 75.00% | |||
Long Term Commercial Stock Price Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | Vested [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 100.00% | |||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | Vested [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 50.00% | |||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | Substantial Completion Of Construction Of Train 4 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 20.00% | |||
Long Term Commercial Milestone Bonus Award for Train 3 and Train 4 [Member] | Restricted Stock [Member] | First Anniversary Of Substantial Completion Of Construction Of Train 4 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award, Award Vesting Percentage | 30.00% | |||
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] | Phantom Units [Member] | Minimum [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] | Phantom Units [Member] | Maximum [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] | Phantom Units [Member] | Maximum [Member] | Senior Executive Pool [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocation percentage of total shareholder value | 2.00% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock, Phantom Units and Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Number of Options | 0 | 0 | 0 |
Dividends declared | $ 0 | $ 0 | $ 0 |
Intrinsic Value of Options Exercised | 2,700,000 | 11,900,000 | 2,000,000 |
Proceeds from Options Exercised | $ 2,279,000 | $ 10,805,000 | $ 3,698,000 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in Period, Number of Awards | 19,000 | 550,000 | 18,860,000 |
Restricted Stock Vesting Period - service years, option 1 | 1 year | ||
Restricted Stock Vesting Period - service years, option 2 | 3 years | ||
Restricted Stock Vesting Period - service years, option 3 | 4 years | ||
Grants in Period, Weighted Average Grant Date Fair Value Per Share | $ 70.43 | $ 60.09 | $ 21.89 |
Vested in Period, Fair Value | $ 50,200,000 | $ 84,000,000 | $ 227,300,000 |
Restricted Stock With Market Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in Period, Number of Awards | 0 | 0 | |
Fair Value Assumptions, Expected Volatility Rate, Minimum | 44.00% | ||
Fair Value Assumptions, Expected Volatility Rate, Maximum | 62.00% | ||
Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.80% | ||
Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.83% | ||
Fair Value Assumptions Cost of Equity, Minimum | 16.50% | ||
Fair Value Assumptions Cost of Equity, Maximum | 16.60% | ||
Phantom Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in Period, Number of Awards | 5,900,000 | 79,000 | 0 |
Vested in Period, Fair Value | $ 4,600,000 | $ 0 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Non-vested Share Activity (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-vested at January 1, 2015, Shares | 10,477 | ||
Non-vested at January 1, 2015, Weighted Average Grant Date Fair Value Per Share | $ 21.56 | ||
Granted, Shares | 19 | 550 | 18,860 |
Grants in Period, Weighted Average Grant Date Fair Value Per Share | $ 70.43 | $ 60.09 | $ 21.89 |
Vested, Shares | (2,804) | ||
Vested, Weighted Average Grant Date Fair Value Per Share | $ 17.89 | ||
Forfeited, Shares | (156) | ||
Forfeited, Weighted Average Grant Date Fair Value Per Share | $ 23.25 | ||
Non-vested at December 31, 2015, Shares | 7,536 | 10,477 | |
Non-vested at December 31, 2015, Weighted Average Grant Date Fair Value Per Share | $ 22.80 | $ 21.56 |
Share-Based Compensation - Sc82
Share-Based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Outstanding at January 1, 2015, Number of Options | 93 | ||
Outstanding at January 1, 2015, Weighted Average Exercise Price | $ 35.81 | ||
Outstanding at January 1, 2015, Weighted Average Remaining Contractual Term | 3 months 6 days | 9 months 22 days | |
Outstanding at January 1, 2015, Aggregate Intrinsic Value | $ 3,224 | ||
Granted, Number of Options | 0 | 0 | 0 |
Granted, Weighted Average Exercise Price | $ 0 | ||
Exercised, Number of Options | (66) | ||
Exercised, Weighted Average Exercise Price | $ 34.18 | ||
Forfeited or Expired, Number of Options | 0 | ||
Forfeited or Expired, Weighted Average Exercise Price | $ 0 | ||
Outstanding at December 31, 2015, Number of Options | 27 | 93 | |
Outstanding at December 31, 2015, Weighted Average Exercise Price | $ 39.88 | $ 35.81 | |
Outstanding at December 31, 2015, Weighted Average Remaining Contractual Term | 3 months 6 days | 9 months 22 days | |
Outstanding at December 31, 2015, Aggregate Intrinsic Value | $ 0 | $ 3,224 | |
Exercisable at December 31, 2015, Number of Options | 27 | ||
Exercisable at December 31, 2015, Weighted Average Exercise Price | $ 39.88 | ||
Exercisable at December 31, 2015, Weighted Average Remaining Contractual Term | 3 months 6 days | ||
Exercisable at December 31, 2015, Aggregate Intrinsic Value | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Defined Contribution Plan, Cost Recognized | $ 4,900,000 | $ 3,600,000 | $ 2,300,000 |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 24,300 | $ 19,100 | $ 13,900 | |
2016, Minimum Payment | 99,973 | |||
2017, Minimum Payment | 101,484 | |||
2018, Minimum Payment | 101,076 | |||
2019, Minimum Payment | 101,039 | |||
2020, Minimum Payment | 83,959 | |||
Thereafter, Minimum Payment | [1] | 74,077 | ||
Total, Minimum Payment | $ 561,608 | |||
Land Site Lease [Member] | Maximum [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Initial Term of Lease | 30 years | |||
Term of of Available Extension | 60 years | |||
[1] | Includes certain lease option renewals that are reasonably assured. |
Leases - Capital Leases (Detail
Leases - Capital Leases (Details) | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
Capital Leased Assets | $ 0 |
2016, Minimum Payment | 0 |
2017, Minimum Payment | 0 |
2018, Minimum Payment | 19,920,000 |
2019, Minimum Payment | 39,840,000 |
2020, Minimum Payment | 39,840,000 |
Thereafter, Minimum Payment | 697,208,000 |
Total, Minimum Payment | $ 796,808,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) MMBTU in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)MMBTUitem | |
Commitments and Contingencies [Line Items] | |
Amount of Restricted Net Assets for Consolidated Subsidiaries | $ 2,900,000,000 |
Loss Contingency, Pending Claims, Number | item | 0 |
Guarantee Obligations [Member] | |
Commitments and Contingencies [Line Items] | |
Liabilities recognized under guarantee arrangements | $ 0 |
SPL [Member] | |
Commitments and Contingencies [Line Items] | |
Energy Units Secured Through Long-Term Purchase Agreements, in MMBtu | MMBTU | 2,154.2 |
SPAs Commitment [Member] | SPL [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Volumes, in MMBtu per year | MMBTU | 1,030 |
SPAs Commitment [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Volumes, in MMBtu per year | MMBTU | 438.7 |
SPL Bechtel EPC Contracts [Member] | SPL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | $ 30,000,000 |
EPC Contract, Trains 1 and 2 [Member] | SPL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | 4,100,000,000 |
EPC Contract, Trains 3 And 4 [Member] | SPL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | 3,800,000,000 |
EPC Contract, Train 5 [Member] | SPL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | 3,000,000,000 |
EPC Contract, Stage 1 [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | 7,500,000,000 |
EPC Contract, Stage 1 [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | 30,000,000 |
EPC Contract, Stage 2 [Member] | CCL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Amount | 2,400,000,000 |
EPC Contract, Stage 2 [Member] | Prior to Issuance of NTP [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | 5,000,000 |
EPC Contract, Stage 2 [Member] | After Issuance of NTP [Member] | CCL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Contract Termination Convenience Penalty | $ 30,000,000 |
Natural Gas Supply Agreement [Member] | SPL [Member] | Minimum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 1 year |
Natural Gas Supply Agreement [Member] | SPL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 7 years |
Transportation Agreement [Member] | SPL [Member] | Minimum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 10 years |
Transportation Agreement [Member] | SPL [Member] | Maximum [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 20 years |
Storage Service Agreement [Member] | SPL [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 3 years |
Materials Purchase Commitment [Member] | Corpus Christi Pipeline [Member] | |
Commitments and Contingencies [Line Items] | |
Long-term Purchase Commitment, Period | 2 years |
Other Purchase Obligation, Materials | $ 48,900,000 |
Commitments and Contingencies87
Commitments and Contingencies - Purchase Obligations Table (Details) - SPL [Member] - Natural Gas Supply, Transportation And Storage Service Agreements [Member] $ in Thousands | Dec. 31, 2015USD ($) | [1] |
Long-term Purchase Commitment [Line Items] | ||
2,016 | $ 341,039 | |
2,017 | 284,263 | |
2,018 | 231,550 | |
2,019 | 182,470 | |
2,020 | 189,640 | |
Thereafter | 259,273 | |
Total | $ 1,488,235 | |
[1] | Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread. Amounts included are based on prices and basis spreads as of December 31, 2015. |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |||||
Segment Reporting Information [Line Items] | |||||||||||||||
Number of Reportable Segments | item | 2 | ||||||||||||||
Revenues (losses) from external customers | $ 68,432 | $ 66,059 | $ 68,025 | $ 68,369 | $ 65,952 | $ 66,807 | $ 67,645 | $ 67,550 | $ 270,885 | [1] | $ 267,954 | [1] | $ 267,213 | [1] | |
Intersegment revenues (losses) | [2] | 0 | 0 | 0 | |||||||||||
Depreciation expense | 82,680 | 64,258 | 61,209 | ||||||||||||
Loss from operations | (241,121) | $ (52,074) | $ (95,874) | $ (60,244) | (101,010) | $ (61,164) | $ (62,200) | $ (47,805) | (449,313) | (272,179) | (328,328) | ||||
Interest expense, net | (322,083) | (181,236) | (178,400) | ||||||||||||
Loss before income taxes and non-controlling interest | [3] | (1,097,411) | (687,734) | (554,423) | |||||||||||
Share-based compensation | 195,308 | 110,229 | 283,881 | ||||||||||||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | 76,819 | ||||||||||
Total assets | 19,019,589 | 12,573,683 | 19,019,589 | 12,573,683 | 9,673,237 | ||||||||||
Expenditures for additions to long-lived assets | 7,084,099 | 2,847,815 | 3,232,271 | ||||||||||||
Corporate and Other Consolidating Items [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues (losses) from external customers | [1],[4] | 1,538 | 1,633 | 1,562 | |||||||||||
Intersegment revenues (losses) | [2],[4] | (31,598) | (41,129) | (48,032) | |||||||||||
Depreciation expense | [4] | 16,472 | 5,104 | 2,169 | |||||||||||
Loss from operations | [4] | (293,813) | (169,396) | (159,322) | |||||||||||
Interest expense, net | [4] | (102,252) | (3,836) | 3,603 | |||||||||||
Loss before income taxes and non-controlling interest | [3],[4] | (413,846) | (192,494) | (154,838) | |||||||||||
Share-based compensation | [4] | 147,959 | 90,073 | 207,783 | |||||||||||
Goodwill | [4] | 0 | 0 | 0 | 0 | 0 | |||||||||
Total assets | [4] | 897,251 | 1,425,611 | 897,251 | 1,425,611 | 947,115 | |||||||||
Expenditures for additions to long-lived assets | [4] | 97,216 | 161,882 | 9,778 | |||||||||||
LNG terminal business [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues (losses) from external customers | [1] | 269,281 | 267,606 | 265,409 | |||||||||||
Intersegment revenues (losses) | [2] | 2,225 | (779) | 2,983 | |||||||||||
Depreciation expense | 65,137 | 58,883 | 58,099 | ||||||||||||
Loss from operations | (69,923) | (89,790) | (121,040) | ||||||||||||
Interest expense, net | (219,831) | (177,400) | (182,003) | ||||||||||||
Loss before income taxes and non-controlling interest | [3] | (596,432) | (480,366) | (350,734) | |||||||||||
Share-based compensation | 32,948 | 14,129 | 29,805 | ||||||||||||
Goodwill | 76,819 | 76,819 | 76,819 | 76,819 | 76,819 | ||||||||||
Total assets | 17,571,442 | 10,580,612 | 17,571,442 | 10,580,612 | 8,663,795 | ||||||||||
Expenditures for additions to long-lived assets | 6,984,152 | 2,684,045 | 3,222,454 | ||||||||||||
LNG and natural gas marketing business [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues (losses) from external customers | [1] | 66 | (1,285) | 242 | |||||||||||
Intersegment revenues (losses) | [2] | 29,373 | 41,908 | 45,049 | |||||||||||
Depreciation expense | 1,071 | 271 | 941 | ||||||||||||
Loss from operations | (85,577) | (12,993) | (47,966) | ||||||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||||||
Loss before income taxes and non-controlling interest | [3] | (87,133) | (14,874) | (48,851) | |||||||||||
Share-based compensation | 14,401 | 6,027 | 46,293 | ||||||||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | ||||||||||
Total assets | $ 550,896 | $ 567,460 | 550,896 | 567,460 | 62,327 | ||||||||||
Expenditures for additions to long-lived assets | $ 2,731 | $ 1,888 | $ 39 | ||||||||||||
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% | 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 and Chevron. 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 Inform89
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the year for interest, net of amounts capitalized and deferred | $ 122,860 | $ 130,578 | $ 120,908 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | 301,375 | 129,842 | 154,517 |
Non-cash conveyance of assets | $ 13,169 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jan. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | $ 15,607,621 | $ 9,989,969 | ||
Current debt | 1,676,197 | 0 | ||
CTPL Term Loan [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | [1],[2] | 400,000 | 400,000 | |
2016 SPLNG Senior Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | 0 | 1,665,500 | ||
Current debt | 1,665,500 | 0 | ||
2020 SPLNG Senior Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | $ 420,000 | $ 420,000 | ||
Subsequent Event [Member] | Proposed Senior Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Number Of Financial Institutions Engaged | item | 13 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,800,000 | |||
[1] | Matures on May 28, 2017, when the full amount of the outstanding principal obligations must be repaid. | |||
[2] | 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. |
Summarized Quarterly Financia91
Summarized Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||
Revenues | $ 68,432 | $ 66,059 | $ 68,025 | $ 68,369 | $ 65,952 | $ 66,807 | $ 67,645 | $ 67,550 | $ 270,885 | [1] | $ 267,954 | [1] | $ 267,213 | [1] | ||||||||
Loss from operations | (241,121) | (52,074) | (95,874) | (60,244) | (101,010) | (61,164) | (62,200) | (47,805) | (449,313) | (272,179) | (328,328) | |||||||||||
Net loss | (312,577) | (307,092) | (141,802) | (335,844) | (184,022) | (104,800) | (280,710) | (122,345) | (1,097,315) | (691,877) | (558,763) | |||||||||||
Net loss attributable to common stockholders | $ (291,097) | $ (297,808) | $ (118,495) | $ (267,709) | $ (158,613) | $ (89,581) | $ (201,928) | $ (97,810) | $ (975,109) | $ (547,932) | $ (507,922) | |||||||||||
Net loss per share attributable to common stockholders—basic and diluted | $ (1.28) | [2] | $ (1.31) | [2] | $ (0.52) | [2] | $ (1.18) | [2] | $ (0.70) | [2] | $ (0.40) | [2] | $ (0.90) | [2] | $ (0.44) | [2] | $ (4.30) | $ (2.44) | $ (2.32) | |||
[1] | Substantially all of the LNG terminal revenues relate to regasification capacity reservation fee payments made by Total and Chevron. LNG and natural gas marketing and trading revenue consists primarily of the domestic marketing of natural gas imported into the Sabine Pass LNG terminal. | |||||||||||||||||||||
[2] | The sum of the quarterly net loss per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule I_Condensed Financia92
Schedule I—Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Condensed Financial Statements, Captions [Line Items] | |||
Current assets | $ 1,782,586 | $ 2,258,877 | |
Non-current restricted cash | 31,722 | 550,811 | |
Property, plant and equipment, net | 16,193,907 | 9,246,753 | |
Investments in affiliates | 20,295 | 19,064 | |
Total assets | 19,019,589 | 12,573,683 | $ 9,673,237 |
Accrued liabilities | 427,199 | 169,129 | |
Long-term debt, net | 15,128,145 | 9,806,084 | |
Stockholders’ deficit | (901,850) | (164,177) | |
Total liabilities and equity | 19,019,589 | 12,573,683 | |
Parent Company [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Current assets | 132 | 0 | |
Non-current restricted cash | 6,572 | 5,847 | |
Property, plant and equipment, net | 8,899 | 2,596 | |
Debt receivable—affiliates | 843,629 | 809,416 | |
Investments in affiliates | (426,420) | (25,169) | |
Other non-current assets | 2,845 | 414 | |
Total assets | 435,657 | 793,104 | |
Accrued liabilities | 8,051 | 8,086 | |
Current debt—affiliate | 143,580 | 134,444 | |
Long-term debt, net | 1,185,876 | 814,751 | |
Stockholders’ deficit | (901,850) | (164,177) | |
Total liabilities and equity | $ 435,657 | $ 793,104 |
Schedule I_Condensed Financia93
Schedule I—Condensed Financial Information of Registrant - Condensed Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating costs and expenses | |||||||||||
Depreciation expense | $ 82,680 | $ 64,258 | $ 61,209 | ||||||||
General and administrative expense (recovery) | 423,862 | 323,709 | 384,512 | ||||||||
Total operating costs and expenses | 720,198 | 540,133 | 595,541 | ||||||||
Other income (expense) | |||||||||||
Interest expense, net | (322,083) | (181,236) | (178,400) | ||||||||
Total other expense | (648,098) | (415,555) | (226,095) | ||||||||
Net loss attributable to common stockholders | $ (291,097) | $ (297,808) | $ (118,495) | $ (267,709) | $ (158,613) | $ (89,581) | $ (201,928) | $ (97,810) | (975,109) | (547,932) | (507,922) |
Comprehensive loss | (975,109) | (547,932) | (482,603) | ||||||||
Parent Company [Member] | |||||||||||
Operating costs and expenses | |||||||||||
Depreciation expense | 58 | 0 | 0 | ||||||||
General and administrative expense (recovery) | (356) | 10,597 | 1,171 | ||||||||
Total operating costs and expenses | (298) | 10,597 | 1,171 | ||||||||
Other income (expense) | |||||||||||
Interest expense, net | (93,116) | (4,205) | 0 | ||||||||
Interest expense, net—affiliates | (9,137) | (9,137) | (9,137) | ||||||||
Interest income | 3 | 3 | 0 | ||||||||
Interest income—affiliates | 34,213 | 34,213 | 34,213 | ||||||||
Equity losses of affiliates | (907,370) | (558,209) | (531,827) | ||||||||
Total other expense | (975,407) | (537,335) | (506,751) | ||||||||
Net loss attributable to common stockholders | (975,109) | (547,932) | (507,922) | ||||||||
Other comprehensive income | 0 | 0 | 25,319 | ||||||||
Comprehensive loss | $ (975,109) | $ (547,932) | $ (482,603) |
Schedule I_Condensed Financia94
Schedule I—Condensed Financial Information of Registrant - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net cash used in operating activities | $ (265,622) | $ (124,119) | $ (52,436) | |
Cash flows from investing activities | ||||
Net cash provided by (used in) investing activities | (659,423) | (211,987) | (29,423) | |
Cash flows from financing activities | ||||
Proceeds from issuance of debt | 7,073,000 | 3,584,500 | 4,504,478 | |
Payments related to tax withholdings for share-based compensation | (61,175) | (112,324) | (136,367) | |
Proceeds from exercise of stock options | 2,279 | 10,805 | 3,698 | |
Other | 1,524 | 3,605 | 3,382 | |
Net cash provided by (used in) financing activities | 378,574 | 1,122,847 | 840,990 | |
Net increase (decrease) in cash and cash equivalents | (546,471) | 786,741 | 759,131 | |
Cash and cash equivalents—beginning of period | 1,747,583 | 960,842 | 201,711 | |
Cash and cash equivalents—end of period | 1,747,583 | 960,842 | 201,711 | $ 1,201,112 |
Parent Company [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net cash used in operating activities | (117,915) | (240) | (5,796) | |
Cash flows from investing activities | ||||
Investments in affiliates | (320,584) | (901,329) | 139,494 | |
Net cash provided by (used in) investing activities | (320,584) | (901,329) | 139,494 | |
Cash flows from financing activities | ||||
Proceeds from issuance of debt | 500,000 | 1,000,000 | 0 | |
Proceeds from sale of common stock, net | 0 | 0 | 3,628 | |
Payments related to tax withholdings for share-based compensation | (61,179) | (112,324) | (140,711) | |
Excess tax benefit from share-based compensation | 1,524 | 3,605 | 3,385 | |
Proceeds from exercise of stock options | 2,283 | 10,806 | 0 | |
Other | (4,129) | (518) | 0 | |
Net cash provided by (used in) financing activities | 438,499 | 901,569 | (133,698) | |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 | |
Cash and cash equivalents—beginning of period | 0 | 0 | 0 | |
Cash and cash equivalents—end of period | $ 0 | $ 0 | $ 0 | $ 0 |
Schedule I_Condensed Financia95
Schedule I—Condensed Financial Information of Registrant - Debt Footnote (Details) - Parent Company [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||
Due to Affiliate, Current | $ 143,580 | $ 134,444 |
Affiliate Note Payable [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Due to Affiliate, Current | 143,580 | $ 134,444 |
Debt Instrument, Face Amount | $ 93,700 | |
Debt Instrument, Interest Rate, Stated Percentage | 9.75% |
Schedule I_Condensed Financia96
Schedule I—Condensed Financial Information of Registrant - Guarantees Footnote (Details) - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)itemlease_extension | |
Cheniere Marketing [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Guarantor Obligations, Current Carrying Value | $ 0 |
Tug Services [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Number Of Tug Boats | item | 4 |
Initial Term of Lease | 10 years |
Number Of Available Lease Extensions | lease_extension | 2 |
Term of of Available Extension | 5 years |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 5,000,000 |
Schedule I_Condensed Financia97
Schedule I—Condensed Financial Information of Registrant - Supplemental Cash Flow Information Footnote (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Parent Company [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Non-cash capital contributions | [1] | $ (907,370) | $ (558,209) | $ (531,827) |
[1] | Amounts represent equity losses of affiliates. |