Document and Entity Information
Document and Entity Information Document - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 237,866,370 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 8.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 875,836 | $ 1,201,112 |
Restricted cash | 859,898 | 503,397 |
Accounts and other receivables | 217,925 | 5,749 |
Inventory | 160,161 | 18,125 |
Derivative assets | 23,750 | 3,416 |
Other current assets | 100,748 | 50,787 |
Total current assets | 2,238,318 | 1,782,586 |
Non-current restricted cash | 90,819 | 31,722 |
Property, plant and equipment, net | 20,635,294 | 16,193,907 |
Debt issuance costs, net | 276,551 | 378,677 |
Non-current derivative assets | 82,861 | 30,887 |
Goodwill | 76,819 | 76,819 |
Other non-current assets, net | 302,075 | 314,455 |
Total assets | 23,702,737 | 18,809,053 |
Current liabilities | ||
Accounts payable | 48,577 | 22,820 |
Accrued liabilities | 637,097 | 427,199 |
Current debt, net | 247,467 | 1,673,379 |
Deferred revenue | 72,631 | 26,669 |
Derivative liabilities | 70,673 | 35,201 |
Other current liabilities | 224 | 0 |
Total current liabilities | 1,076,669 | 2,185,268 |
Long-term debt, net | 21,687,532 | 14,920,427 |
Non-current deferred revenue | 5,500 | 9,500 |
Non-current derivative liabilities | 45,106 | 79,387 |
Other non-current liabilities | 49,534 | 53,068 |
Commitments and contingencies (see Note 19) | ||
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, 2016 and 2015; Issued: 250.1 million shares and 247.3 million shares at December 31, 2016 and 2015, respectively | ||
Outstanding: 238.0 million shares and 235.6 million shares at December 31, 2016 and 2015, respectively | 714 | 708 |
Treasury stock: 12.2 million shares and 11.6 million shares at December 31, 2016 and 2015, respectively, at cost | (374,324) | (353,927) |
Additional paid-in-capital | 3,211,124 | 3,075,317 |
Accumulated deficit | (4,233,939) | (3,623,948) |
Total stockholders’ deficit | (1,396,425) | (901,850) |
Non-controlling interest | 2,234,821 | 2,463,253 |
Total equity | 838,396 | 1,561,403 |
Total liabilities and equity | $ 23,702,737 | $ 18,809,053 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 250,143 | 247,288 |
Common Stock, Shares, Outstanding | 237,960 | 235,639 |
Treasury Stock, Shares | 12,183 | 11,649 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Revenues | ||||||
LNG revenues (losses) | $ 1,016,133 | $ 66 | $ (1,286) | |||
Regasification revenues | 265,405 | 265,720 | 266,659 | |||
Other revenues | 1,629 | 5,099 | 2,581 | |||
Total revenues | 1,283,167 | 270,885 | 267,954 | |||
Operating costs and expenses | ||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below) | 581,917 | (15,033) | (342) | |||
Operating and maintenance expense | 216,220 | 94,800 | 84,745 | |||
Development expense | 6,838 | 42,141 | 54,376 | |||
Selling, general and administrative expense | 259,692 | 363,093 | 323,709 | |||
Depreciation and amortization expense | 174,042 | 82,680 | 64,258 | |||
Restructuring expense | 61,409 | 60,769 | 0 | |||
Impairment expense | 10,572 | 91,317 | 0 | |||
Other | 1,844 | 431 | 13,387 | |||
Total operating costs and expenses | 1,312,534 | 720,198 | 540,133 | |||
Loss from operations | (29,367) | [1] | (449,313) | [1] | (272,179) | |
Other income (expense) | ||||||
Interest expense, net of capitalized interest | (488,390) | (322,083) | (181,236) | |||
Loss on early extinguishment of debt | (135,142) | (124,180) | (114,335) | |||
Derivative loss, net | (10,130) | (203,639) | (119,401) | |||
Other income (expense) | 144 | 1,804 | (583) | |||
Total other expense | (633,518) | (648,098) | (415,555) | |||
Loss before income taxes and non-controlling interest | [2] | (662,885) | (1,097,411) | (687,734) | ||
Income tax benefit (provision) | (1,908) | 96 | (4,143) | |||
Net loss | (664,793) | (1,097,315) | (691,877) | |||
Less: net loss attributable to non-controlling interest | (54,802) | (122,206) | (143,945) | |||
Net loss attributable to common stockholders | $ (609,991) | $ (975,109) | $ (547,932) | |||
Net loss per share attributable to common stockholders—basic and diluted | $ (2.67) | $ (4.30) | $ (2.44) | |||
Weighted average number of common shares outstanding—basic and diluted | 228,768 | 226,903 | 224,338 | |||
[1] | Includes restructuring expense of $44.4 million and $60.8 million for the years ended December 31, 2016 and 2015, respectively, in the corporate and other column and $17.0 million and zero for the years ended December 31, 2016 and 2015, respectively, in the LNG and natural gas marketing segment. | |||||
[2] | Items to reconcile income (loss) from operations and income (loss) before income taxes and non-controlling interest include consolidated other income (expense) amounts as presented on our Consolidated Statements of Operations primarily related to our LNG terminal segment. |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2013 | 238,091 | |||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2013 | 8,970 | |||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2013 | $ 2,840,057 | $ 716 | $ (179,826) | $ 2,459,699 | $ (2,100,907) | $ 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 |
Issuances of restricted stock, shares | 550 | 0 | ||||
Issuances of restricted stock | 0 | $ 2 | $ 0 | (2) | 0 | 0 |
Forfeitures of restricted stock, shares | (726) | 69 | ||||
Forfeitures of restricted stock | 0 | $ (2) | $ 0 | 2 | 0 | 0 |
Share-based compensation | 110,039 | $ 0 | $ 0 | 110,039 | 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 |
Excess tax benefit from share-based compensation | 3,605 | 0 | 0 | 3,605 | 0 | 0 |
Loss attributable to non-controlling interest | (143,945) | 0 | 0 | 0 | 0 | (143,945) |
Equity portion of convertible notes, net | 191,946 | 0 | 0 | 191,946 | 0 | 0 |
Sale of Cheniere Holdings’ common shares to non-controlling interest | 228,781 | 0 | 0 | 0 | 0 | 228,781 |
Distributions to non-controlling interest | (79,517) | 0 | 0 | 0 | 0 | (79,517) |
Net loss | (547,932) | $ 0 | $ 0 | 0 | (547,932) | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2014 | 236,745 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2014 | 10,596 | |||||
Stockholders' Equity, End of Period at Dec. 31, 2014 | 2,501,517 | $ 712 | $ (292,752) | 2,776,702 | (2,648,839) | 2,665,694 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, shares | 67 | 0 | ||||
Exercise of stock options | 2,279 | $ 0 | $ 0 | 2,279 | 0 | 0 |
Issuances of restricted stock, shares | 19 | 0 | ||||
Issuances of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Forfeitures of restricted stock, shares | (156) | 17 | ||||
Forfeitures of restricted stock | 0 | $ (1) | $ 0 | 1 | 0 | 0 |
Share-based compensation | 89,636 | $ 0 | $ 0 | 89,636 | 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 |
Excess tax benefit from share-based compensation | 1,524 | 0 | 0 | 1,524 | 0 | 0 |
Loss attributable to non-controlling interest | (122,206) | 0 | 0 | 0 | 0 | (122,206) |
Equity portion of convertible notes, net | 205,172 | 0 | 0 | 205,172 | 0 | 0 |
Distributions to non-controlling interest | (80,235) | 0 | 0 | 0 | 0 | (80,235) |
Net loss | $ (975,109) | $ 0 | $ 0 | 0 | (975,109) | 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) | 2,463,253 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, shares | 2 | 2 | 0 | |||
Exercise of stock options | $ 50 | $ 0 | $ 0 | 0 | 0 | |
Issuances of restricted stock, shares | 273 | 0 | ||||
Issuances of restricted stock | 0 | $ 1 | $ 0 | (1) | 0 | 0 |
Issuance of stock to acquire additional interest in Cheniere Holdings, shares | 3,011 | 0 | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings | 0 | $ 9 | $ 0 | 93,566 | 0 | (93,575) |
Forfeitures of restricted stock, shares | (457) | 26 | ||||
Forfeitures of restricted stock | 0 | $ (2) | $ 0 | 2 | 0 | 0 |
Share-based compensation | 40,696 | $ 0 | $ 0 | 40,696 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (508) | 508 | ||||
Shares repurchased related to share-based compensation | (20,397) | $ (2) | $ (20,397) | 2 | 0 | 0 |
Loss attributable to non-controlling interest | (54,802) | 0 | 0 | 0 | 0 | (54,802) |
Equity portion of convertible notes, net | 1,492 | 0 | 0 | 1,492 | 0 | 0 |
Distributions to non-controlling interest | (80,055) | 0 | 0 | 0 | 0 | (80,055) |
Net loss | $ (609,991) | $ 0 | $ 0 | 0 | (609,991) | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2016 | 237,960 | 237,960 | ||||
Treasury Stock, Shares, End of Period at Dec. 31, 2016 | 12,183 | 12,183 | ||||
Stockholders' Equity, End of Period at Dec. 31, 2016 | $ 838,396 | $ 714 | $ (374,324) | $ 3,211,124 | $ (4,233,939) | $ 2,234,821 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash flows from operating activities | |||
Net loss | $ (664,793,000) | $ (1,097,315,000) | $ (691,877,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash LNG inventory write-downs | 0 | 17,537,000 | 24,461,000 |
Depreciation and amortization expense | 174,042,000 | 82,680,000 | 64,258,000 |
Share-based compensation expense | 100,523,000 | 172,396,000 | 102,003,000 |
Non-cash interest expense | 76,624,000 | 58,915,000 | 1,877,000 |
Amortization of debt issuance costs, deferred commitment fees, premium and discount | 61,948,000 | 47,733,000 | 16,593,000 |
Loss on early extinguishment of debt | 135,142,000 | 124,180,000 | 114,335,000 |
Total (gains) losses on derivatives, net | (28,232,000) | 168,426,000 | 118,968,000 |
Net cash used for settlement of derivative instruments | (44,952,000) | (99,616,000) | (22,758,000) |
Impairment expense | 10,572,000 | 91,317,000 | 0 |
Other | 6,502,000 | 959,000 | 14,037,000 |
Changes in operating assets and liabilities: | |||
Accounts and other receivables | (207,470,000) | (662,000) | 67,000 |
Inventory | (119,302,000) | (27,876,000) | (18,874,000) |
Accounts payable and accrued liabilities | 64,093,000 | 1,727,000 | 16,073,000 |
Deferred revenue | 41,961,000 | (3,986,000) | (3,938,000) |
Other, net | (10,500,000) | (18,935,000) | 1,977,000 |
Net cash used in operating activities | (403,842,000) | (482,520,000) | (262,798,000) |
Cash flows from investing activities | |||
Property, plant and equipment, net | (4,355,598,000) | (6,852,583,000) | (2,829,558,000) |
Other | (57,813,000) | (131,128,000) | (66,862,000) |
Net cash used in investing activities | (4,413,411,000) | (6,983,711,000) | (2,896,420,000) |
Cash flows from financing activities | |||
Proceeds from issuances of debt | 12,864,467,000 | 7,073,000,000 | 3,584,500,000 |
Repayments of debt | (7,670,712,000) | 0 | (177,000,000) |
Debt issuance and deferred financing costs | (171,629,000) | (513,062,000) | (109,806,000) |
Debt extinguishment costs | (14,149,000) | 0 | 0 |
Distributions and dividends to non-controlling interest | (80,055,000) | (80,235,000) | (79,517,000) |
Proceeds from sale of common shares by Cheniere Holdings | 0 | 0 | 228,781,000 |
Proceeds from exercise of stock options | 50,000 | 2,279,000 | 10,805,000 |
Payments related to tax withholdings for share-based compensation | (20,397,000) | (61,175,000) | (112,324,000) |
Other | 0 | 1,524,000 | 3,605,000 |
Net cash provided by financing activities | 4,907,575,000 | 6,422,331,000 | 3,349,044,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 90,322,000 | (1,043,900,000) | 189,826,000 |
Cash, cash equivalents and restricted cash—beginning of period | 1,736,231,000 | 2,780,131,000 | 2,590,305,000 |
Cash, cash equivalents and restricted cash—end of period | 1,826,553,000 | 1,736,231,000 | 2,780,131,000 |
Balances per Consolidated Balance Sheets: | |||
Cash and cash equivalents | 875,836,000 | 1,201,112,000 | 1,747,583,000 |
Restricted cash | 859,898,000 | 503,397,000 | 481,737,000 |
Non-current restricted cash | 90,819,000 | 31,722,000 | 550,811,000 |
Total cash, cash equivalents and restricted cash | $ 1,826,553,000 | $ 1,736,231,000 | $ 2,780,131,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
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 82.6% 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 in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. Cheniere Partners is developing, constructing and operating 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 plans to construct up to six Trains, which are in various stages of development, construction and operations. Trains 1 and 2 have commenced operating activities, Train 3 is undergoing commissioning and has produced LNG, Trains 4 and 5 are under construction and Train 6 is fully permitted. Each Train is expected to have a nominal production capacity, which is prior to adjusting for planned maintenance, production reliability and potential overdesign, of approximately 4.5 mtpa of LNG. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ wholly owned subsidiary, SPLNG, that include existing infrastructure of five LNG storage tanks with capacity of approximately 16.9 Bcfe, two marine berths 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 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 (collectively, the “CCL Project”) through wholly owned subsidiaries CCL and CCP, respectively. The CCL Project is being developed for up to three Trains, with expected aggregate nominal production capacity, which is prior to adjusting for planned maintenance, production reliability and potential overdesign, of approximately 13.5 mtpa of LNG, three LNG storage tanks with capacity of approximately 10.1 Bcfe and two marine berths 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”) is in construction and 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”) , which is in development with all necessary regulatory approvals in place, includes Train 3, one LNG storage tank and the completion of the second partial berth. The CCL Project also includes a 23 -mile 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, our wholly owned subsidiaries, are also developing 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- and medium-term SPAs. Cheniere Marketing has entered into SPAs with SPL and CCL to purchase, at Cheniere Marketing’s option, 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 (“FID”) . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our Consolidated Financial Statements have been prepared in accordance with GAAP . 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. Investments in non-controlled entities, over which Cheniere does not have the ability to exercise significant influence, are accounted for using the cost method. Under the cost method the investments are initially recognized at cost and dividends received from the accumulated earnings of an investee are recorded as income. Dividends received in excess of the accumulated earnings of an investee are recorded as a reduction in the investment. We periodically assess our cost method investments for indicators of impairment. An impairment is recorded if an indicator is identified, the carrying value of our investment exceeds its fair value, and the impairment is considered to be other than temporary. 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. In 2016, we started production at the SPL Project . As a result, we introduced a new line item entitled “cost of sales” and modified the components of activity included in “operating and maintenance expense” on our Consolidated Statements of Operations. To conform to the new presentation, reclassifications were made to the prior periods. Cost of sales includes costs incurred directly for the production and delivery of LNG from the SPL Project such as natural gas feedstock, variable transportation and storage costs, derivative gains and losses associated with economic hedges to secure natural gas feedstock for the SPL Project , vessel chartering costs and other costs related to converting natural gas into LNG, all to the extent not utilized for the commissioning process. These costs were reclassified from operating and maintenance expense. Also included in cost of sales are purchase and delivery costs of our LNG and natural gas marketing business incurred by Cheniere Marketing. Operating and maintenance expense now primarily includes costs associated with operating and maintaining the SPL Project such as third-party service and maintenance contract costs, payroll and benefit costs of operations personnel, natural gas transportation and storage capacity demand charges, derivative gains and losses related to the sale and purchase of LNG associated with the regasification terminal, insurance and regulatory costs. Additionally, we distinguished and reclassified our historical “LNG terminal revenues” line item into “regasification revenues” and “LNG revenues.” Regasification revenues include LNG regasification capacity reservation fees that are received pursuant to our TUAs and tug services fees that are received by Sabine Pass Tug Services, LLC, a wholly owned subsidiary of SPLNG. LNG revenues include fees that are received pursuant to our SPAs and related LNG marketing activities. 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 derivative instruments as disclosed in Note 7—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 12—Debt , are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. 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 Fees received pursuant to SPAs are recognized as LNG revenues after substantial completion of the respective Train. Prior to substantial completion, sales generated during the commissioning phase are offset against the cost of construction for the respective Train, as the production and removal of LNG from storage is necessary to test the facility and bring the asset to the condition necessary for its intended use. LNG revenues are recognized when LNG is delivered to the counterparty, either at the Sabine Pass LNG terminal or at the counterparty’s LNG receiving terminal, based on the terms of the contract. LNG revenues generated by Cheniere Marketing are reported on a gross or net basis based on an assessment of whether it is acting as the principal or the agent in the transaction. LNG regasification capacity reservation fees are recognized as regasification revenues 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 revenue as SPLNG performs the services set forth in each customer’s TUA. LNG and Natural Gas Marketing Historically, a portion of our LNG and natural gas marketing business activities was comprised of energy trading and risk management activities for trading purposes and we elected to present these activities on a net basis on our Consolidated Statements of Operations. These energy trading and risk management activities included, but were not limited to, the purchase of LNG and natural gas, transportation contracts and LNG trading derivative instruments. 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. 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. We did no t recognize any impairment expense related to accounts and notes receivable during the years ended December 31, 2016 and 2014. During the year ended December 31, 2015, we recognized bad debt expense of $36.2 million which was primarily attributable to a reserve against funds loaned to Parallax Enterprises, LLC, as further discussed in Note 19—Commitments and Contingencies . This charge was recorded as impairment expense on our Consolidated Statements of Operations. Inventory LNG and natural gas inventory are recorded at weighted average cost and materials and other inventory are recorded at cost. Inventory 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, 2016, 2015 and 2014 , we recognized zero , $17.5 million and $24.5 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, is amortized over the estimated useful life of the asset. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for construction and commissioning 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, 2016, we recorded $10.1 million of impairment expense related to corporate and other within our segment disclosures. This related to a corporate airplane that was written down to fair value based on market-based appraisals, which was ultimately sold by the end of the year. The impairment was recognized due to the potential disposition of the airplane in connection with the Company having initiated organizational changes and the associated operational focus for financially disciplined investment. During the year ended December 31, 2015, we recorded, primarily in relation to a liquid hydrocarbon export project in Texas along the Gulf Coast, $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 year ended December 31, 2014. 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 interest rate, commodity price and foreign currency exchange (“FX”) 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 during the years ended December 31, 2016, 2015 and 2014 . See Note 7—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 and FX 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. 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. During the year ended December 31, 2016 , we received 50% of our net LNG revenues from one SPA customer, which was generated by our LNG terminal segment. SPLNG has entered into two long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal, which accounts for substantially all of the regasification revenues in our LNG terminal segment. 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. 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, 2016 and 2015 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 2016 and 2015 , 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 2016 and 2015 , and the tests indicated no impairment. Our last quantitative assessment indicated that the reporting unit’s fair value substantially exceeded its carrying value. 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 Consolidated Balance Sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs related to term notes. Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. These costs are recorded as a direct deduction from the debt liability unless incurred in connection with a line of credit arrangement, in which case they are presented as an asset on our Consolidated Balance Sheet. Debt issuance costs are amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement 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 assessment of AROs is described below. We have not recorded an ARO associated with the Sabine Pass 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 . We have no t recorded an ARO associated with the Creole Trail 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. We intend to operate the Creole Trail Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. 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 15—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 our 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 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 10—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. The dilutive effect of stock options and unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. 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, as disclosed in Note 17—Net Loss per Share Attributable to Common Stockholders . |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2016 | |
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. As of December 31, 2016 and 2015 , restricted cash consisted of the following (in thousands): December 31, 2016 2015 Current restricted cash SPLNG debt service and interest payment $ — $ 77,415 SPL Project 357,953 189,260 CTPL construction and interest payment — 7,882 CQP and cash held by guarantor subsidiaries 246,991 — CCL Project 197,201 46,770 Cash held by our subsidiaries restricted to Cheniere 219 147,138 Other 57,534 34,932 Total current restricted cash $ 859,898 $ 503,397 Non-current restricted cash SPLNG debt service $ — $ 13,650 CCL Project 73,339 — Other 17,480 18,072 Total non-current restricted cash $ 90,819 $ 31,722 In February 2016, Cheniere Partners entered into the $2.8 billion credit facilities (the “2016 CQP Credit Facilities”) . Cheniere Partners, as well as Cheniere Investments, SPLNG and CTPL as Cheniere Partners’ guarantor subsidiaries, are subject to limitations on the use of cash under the terms of the 2016 CQP Credit Facilities and the related depositary agreement governing the extension of credit to Cheniere Partners. Specifically, Cheniere Partners, Cheniere Investments, SPLNG and CTPL may only withdraw funds from collateral accounts held at a designated depositary bank on a monthly basis and for specific purposes, including for the payment of operating expenses. In addition, distributions and capital expenditures may only be made quarterly and are subject to certain restrictions. |
Accounts and Other Receivables
Accounts and Other Receivables | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES As of December 31, 2016 and 2015 , accounts and other receivables consisted of the following (in thousands): December 31, 2016 2015 Trade receivables SPL $ 87,555 $ — Cheniere Marketing 120,751 — SPLNG 396 — Other accounts receivable 9,223 5,749 Total accounts and other receivables $ 217,925 $ 5,749 Pursuant to the accounts agreement entered into with the collateral trustee for the benefit of SPL’s debt holders, SPL is required to deposit all cash received into reserve accounts controlled by the collateral trustee. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the SPL Project and other restricted payments. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of December 31, 2016 and 2015 , inventory consisted of the following (in thousands): December 31, 2016 2015 Natural gas $ 14,755 $ 5,724 LNG 50,318 5,148 LNG in-transit 57,822 — Materials and other 37,266 7,253 Total inventory $ 160,161 $ 18,125 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 LNG terminal costs LNG terminal $ 7,973,741 $ 2,487,759 LNG terminal construction-in-process 12,995,056 13,875,204 LNG site and related costs, net 40,951 33,512 Accumulated depreciation (554,672 ) (413,545 ) Total LNG terminal costs, net 20,455,076 15,982,930 Fixed assets and other Computer and office equipment 12,513 12,153 Furniture and fixtures 17,393 17,101 Computer software 85,164 69,340 Leasehold improvements 47,129 40,136 Land 60,582 60,612 Other 21,960 49,376 Accumulated depreciation (64,523 ) (37,741 ) Total fixed assets and other, net 180,218 210,977 Property, plant and equipment, net $ 20,635,294 $ 16,193,907 Depreciation expense during the years ended December 31, 2016, 2015 and 2014 was $172.6 million , $82.4 million and $64.2 million , respectively. During the year ended December 31, 2016 , we realized offsets to LNG terminal costs of $214.3 million that was related to the sale of commissioning cargoes because this amount was earned prior to the start of commercial operations, during the testing phase for the construction of Trains 1 and 2 of the SPL Project . 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 6 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 30 Sendout pumps 20 Liquefaction processing equipment 6-50 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, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS We have entered into the following derivative instruments that are reported at fair value: • interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under certain of our credit facilities (“Interest Rate Derivatives”) ; • 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 supply contracts for the commissioning and operation of the SPL Project (“Physical Liquefaction Supply Derivatives”) and associated economic hedges (“Financial Liquefaction Supply Derivatives”, and collectively with the Physical Liquefaction Supply Derivatives, the “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”) ; and • FX contracts to hedge exposure to currency risk associated with operations in countries outside of the United States (“FX Derivatives”) . None of our derivative instruments are designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations . The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of December 31, 2016 and 2015 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of December 31, 2016 December 31, 2015 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total SPL Interest Rate Derivatives liability $ — $ (6,224 ) $ — $ (6,224 ) $ — $ (8,740 ) $ — $ (8,740 ) CQP Interest Rate Derivatives asset — 13,108 — 13,108 — — — — CCH Interest Rate Derivatives liability — (86,488 ) — (86,488 ) — (104,999 ) — (104,999 ) Liquefaction Supply Derivatives asset (liability) (4,483 ) (1,474 ) 79,022 73,065 — (25 ) 32,492 32,467 LNG Trading Derivatives asset (liability) 2,512 (5,309 ) — (2,797 ) — 1,053 — 1,053 Natural Gas Derivatives liability — — — — — (66 ) — (66 ) FX Derivatives asset — 168 — 168 — — — — We value our Interest Rate Derivatives using valuations based on the initial trade prices. Using an income-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The estimated fair values of our economic hedges related to the LNG Trading Derivatives and our Natural Gas 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 estimate the fair values of our FX Derivatives with a market approach using observable FX rates and other relevant data. The fair value of substantially all of our Physical 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 our Physical Liquefaction Supply Derivatives is designated as Level 3 within the valuation hierarchy. The curves used to generate the fair value of our Physical 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 Physical 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 include conditions precedent to the respective long-term natural gas supply contracts. As of December 31, 2016 and 2015 , some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow. Accordingly, our internal fair value models are based on market prices that equate 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 our Physical 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 supply contracts as of the reporting date. As all of our Physical Liquefaction Supply Derivatives are either purely index-priced or index-priced with a fixed basis, we do not believe that a significant change in market commodity prices would have a material impact on our Level 3 fair value measurements. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of December 31, 2016 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $79,022 Income Approach Basis Spread $(0.260) - $(0.003) The following table (in thousands) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the years ended December 31, 2016 and 2015 : Year Ended December 31, 2016 2015 Balance, beginning of period $ 32,492 $ 342 Realized and mark-to-market gains: Included in cost of sales (1) 48,218 32,150 Purchases and settlements: Purchases 538 — Settlements (1) (2,226 ) — Transfers out of Level 3 — — Balance, end of period $ 79,022 $ 32,492 Change in unrealized gains relating to instruments still held at end of period $ 48,938 $ 32,150 (1) Does not include the decrease in fair value of $0.7 million related to the realized gains capitalized during the year ended December 31, 2016 . 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. Our derivative instruments are subject to contractual provisions which provide for the unconditional right of set-off for all derivative assets and liabilities with a given counterparty in the event of default. Interest Rate Derivatives SPL Interest Rate Derivatives SPL has entered into interest rate swaps (“SPL Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the credit facilities it entered into in June 2015 (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 previous credit facilities. CQP Interest Rate Derivatives In March 2016, Cheniere Partners entered into interest rate swaps (“CQP Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the 2016 CQP Credit Facilities . The CQP Interest Rate Derivatives hedge a portion of the expected outstanding borrowings over the term of the 2016 CQP Credit Facilities . CCH Interest Rate Derivatives CCH has entered into interest rate swaps (“CCH Interest Rate Derivatives”) to protect against volatility of future cash flows and hedge a portion of the variable interest payments on its credit facility (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 an FID 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 loss, net on our Consolidated Statements of Operations. As of December 31, 2016 , 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 CQP Interest Rate Derivatives $225.0 million $1.3 billion March 22, 2016 February 29, 2020 1.19% 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 our Interest Rate Derivatives on our Consolidated Balance Sheets: December 31, 2016 December 31, 2015 SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total Balance Sheet Location Non-current derivative assets $ — $ 16,073 $ — $ 16,073 $ — $ — $ — $ — Derivative liabilities (4,223 ) (2,965 ) (43,383 ) (50,571 ) (5,940 ) — (28,559 ) (34,499 ) Non-current derivative liabilities (2,001 ) — (43,105 ) (45,106 ) (2,800 ) — (76,440 ) (79,240 ) Total derivative liabilities (6,224 ) (2,965 ) (86,488 ) (95,677 ) (8,740 ) — (104,999 ) (113,739 ) Derivative asset (liability), net $ (6,224 ) $ 13,108 $ (86,488 ) $ (79,604 ) $ (8,740 ) $ — $ (104,999 ) $ (113,739 ) The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, 2016 2015 2014 SPL Interest Rate Derivatives loss $ (5,934 ) $ (41,722 ) $ (119,401 ) CQP Interest Rate Derivatives gain 11,478 — — CCH Interest Rate Derivatives loss (15,571 ) (161,917 ) — Commodity Derivatives Liquefaction Supply Derivatives SPL has entered into index-based physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the SPL Project . The terms of the physical natural gas supply contracts primarily range from approximately one to seven years and commence upon the satisfaction of certain conditions precedent, including but not limited to the date of first commercial delivery of specified Trains of the SPL Project . We recognize our Physical Liquefaction Supply Derivatives as either assets or liabilities and measure those instruments at fair value. Changes in the fair value of our Physical Liquefaction Supply Derivatives are reported in earnings. As of December 31, 2016 , SPL has secured up to approximately 1,993.9 million MMBtu of natural gas feedstock through natural gas supply contracts. The notional natural gas position of our Physical Liquefaction Supply Derivatives was approximately 1,111.4 million MMBtu as of December 31, 2016 . Our Financial Liquefaction Supply 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 Financial Liquefaction Supply Derivatives activities. The notional natural gas position of our Financial Liquefaction Supply Derivatives was approximately 5.6 million MMBtu as of December 31, 2016 . LNG Trading Derivatives As of December 31, 2016 , we have entered into certain LNG Trading Derivatives representing a long position of 0.2 million MMBtu, and we may from time to time enter into certain financial derivatives in the form of swaps, forwards, options or futures to economically hedge exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG. We have entered into LNG Trading Derivatives to secure a fixed price position to minimize future cash flow variability associated with such LNG transactions. Natural Gas Derivatives Our Natural Gas Derivatives were executed through over-the-counter contracts which were subject to nominal credit risk as these transactions settled on a daily margin basis with investment grade financial institutions. We were required by these financial institutions to use margin deposits as credit support for our Natural Gas Derivatives activities. As of December 31, 2016 , we did not have any open Natural Gas Derivatives positions or margin deposits at financial institutions. We recognize all commodity derivative instruments, including our Liquefaction Supply Derivatives , LNG Trading Derivatives and Natural Gas 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, 2016 December 31, 2015 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Natural Gas Derivatives Total Liquefaction Supply Derivatives LNG Trading Derivatives (2) Natural Gas Derivatives (3) Total Balance Sheet Location Derivative assets $ 13,535 $ 6,471 $ — $ 20,006 $ 2,737 $ 640 $ — $ 3,377 Non-current derivative assets 66,788 — — 66,788 30,304 583 — 30,887 Total derivative assets 80,323 6,471 — 86,794 33,041 1,223 — 34,264 Derivative liabilities (7,258 ) (9,268 ) — (16,526 ) (490 ) (107 ) (66 ) (663 ) Non-current derivative liabilities — — — — (84 ) (63 ) — (147 ) Total derivative liabilities (7,258 ) (9,268 ) — (16,526 ) (574 ) (170 ) (66 ) (810 ) Derivative asset (liabilities), net $ 73,065 $ (2,797 ) $ — $ 70,268 $ 32,467 $ 1,053 $ (66 ) $ 33,454 (1) Does not include collateral of $6.0 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2016 . (2) Does not include collateral of $10.4 million and $11.0 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2016 and 2015 , respectively. (3) Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015 . The following table (in thousands) shows the changes in the fair value, settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, Statement of Operations Location (1) 2016 2015 2014 Liquefaction Supply Derivatives loss LNG revenues (losses) $ (8 ) $ — $ — Liquefaction Supply Derivatives gain (2) Cost (cost recovery) of sales (42,172 ) (32,503 ) (342 ) LNG Trading Derivatives gain (loss) LNG revenues (losses) (3,580 ) 1,053 — Natural Gas Derivatives loss LNG revenues (losses) (5 ) (407 ) (1,298 ) Natural Gas Derivatives gain Operating and maintenance expense (174 ) (2,065 ) (1,389 ) (1) Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument. (2) 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. FX Derivatives Cheniere Marketing has entered into FX Derivatives to protect against the volatility in future cash flows attributable to changes in international currency exchange rates. The FX Derivatives economically hedge the foreign currency exposure arising from cash flows expended for both physical and financial LNG transactions and selling, general and administrative expenses related to operations in countries outside of the United States. The total notional amount of our FX Derivatives was $10.8 million as of December 31, 2016 . The following table (in thousands) shows the fair value and location of our FX Derivatives on our Consolidated Balance Sheets: Fair Value Measurements as of Balance Sheet Location December 31, 2016 December 31, 2015 FX Derivatives Derivative assets $ 3,744 $ — FX Derivatives Derivative liabilities (3,576 ) — The following table (in thousands) shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, Statement of Operations Location 2016 2015 2014 FX Derivatives gain LNG revenues (losses) $ 118 $ — $ — FX Derivatives loss Derivative loss, net (103 ) — — FX Derivatives loss Other income (expense) (509 ) — — Balance Sheet Presentation Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of December 31, 2016 SPL Interest Rate Derivatives $ (6,229 ) $ 5 $ (6,224 ) CQP Interest Rate Derivatives 16,073 — 16,073 CQP Interest Rate Derivatives (3,020 ) 55 (2,965 ) CCH Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) Liquefaction Supply Derivatives 82,116 (1,793 ) 80,323 Liquefaction Supply Derivatives (11,078 ) 3,820 (7,258 ) LNG Trading Derivatives 21,363 (14,892 ) 6,471 LNG Trading Derivatives (17,049 ) 7,781 (9,268 ) FX Derivatives 5,112 (1,368 ) 3,744 FX Derivatives (3,625 ) 49 (3,576 ) As of December 31, 2015 SPL Interest Rate Derivatives $ (8,740 ) $ — $ (8,740 ) CCH Interest Rate Derivatives (104,999 ) — (104,999 ) 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 ) Natural Gas Derivatives 188 (254 ) (66 ) |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of December 31, 2016 and 2015 , other non-current assets consisted of the following (in thousands): December 31, 2016 2015 Advances made under EPC and non-EPC contracts $ 69,207 $ 83,579 Advances made to municipalities for water system enhancements 98,903 89,953 Advances and other asset conveyances to third parties to support LNG terminals 52,674 41,610 Tax-related payments and receivables 31,181 31,712 Equity method investments 10,097 20,295 Cost method investments 4,994 — Other 35,019 47,306 Total other non-current assets, net $ 302,075 $ 314,455 |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | VARIABLE INTEREST ENTITY On January 1, 2016, we adopted ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . This guidance changed (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. Cheniere Holdings Cheniere Holdings is a limited liability company formed by us in 2013 to hold our Cheniere Partners limited partner interests. As of December 31, 2016 and 2015 , we owned 82.6% and 80.1% , respectively, of Cheniere Holdings as well as the director voting share. The director voting share is the sole share entitled to vote in the election of Cheniere Holdings’ board of directors and allows us to remove members of the board of directors at any time and for any reason. If we cease to own greater than 25% of the common shares of Cheniere Holdings or if we choose to relinquish the director voting share, the director voting share will be extinguished. The board of directors makes all major operating and financial decisions on behalf of Cheniere Holdings. Because ownership of the director voting share allows us to control Cheniere Holdings, irrespective of our majority ownership interest, and the director voting share cannot be removed from our control by the other equity holders of Cheniere Holdings, we have determined that Cheniere Holdings is now a variable interest entity. However, this determination has not changed the consolidation of Cheniere Holdings as we have determined that we are its primary beneficiary. Therefore, the determination that Cheniere Holdings is now a variable interest entity had no impact on our Consolidated Financial Statements. Cheniere Partners Cheniere Partners is a limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG terminal and related assets. As of December 31, 2016 , we owned 82.6% 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 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 sold 100.0 million Class B units of Cheniere Partners (“Class B units”) to Blackstone CQP Holdco in a private placement. 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, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | NON-CONTROLLING INTEREST Cheniere Holdings was formed by us in 2013 to hold our Cheniere Partners limited partner interests. As of December 31, 2016 and 2015 , our ownership interest in Cheniere Holdings was 82.6% and 80.1% , respectively, with the remaining non-controlling interest held by the public. In December 2016, we increased our ownership percentage of Cheniere Holdings by acquiring additional publicly-owned shares of Cheniere Holdings in exchange with unregistered shares of our common stock. Our ownership of Cheniere Partners interests is further discussed in Note 9—Variable Interest Entity . |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of December 31, 2016 and 2015 , accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Interest costs and related debt fees $ 273,053 $ 159,968 Compensation and benefits 55,980 99,511 LNG terminals and related pipeline costs 283,820 149,677 Other accrued liabilities 24,244 18,043 Total accrued liabilities $ 637,097 $ 427,199 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of December 31, 2016 and 2015, our debt consisted of the following (in thousands): December 31, 2016 2015 Long-term debt: SPLNG 6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”) $ — $ 420,000 SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $7,181 and $8,718 2,007,181 2,008,718 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000,000 1,000,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5,657 and $6,392 1,505,657 1,506,392 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000,000 2,000,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000,000 2,000,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500,000 — 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500,000 — 2015 SPL Credit Facilities 314,000 845,000 CTPL $400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429 — 398,571 Cheniere Partners 2016 CQP Credit Facilities 2,560,000 — CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250,000 — 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 2,380,788 2,713,000 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,171,008 1,050,588 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $146,467 and $174,095 959,577 879,938 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $316,875 and $319,062 308,125 305,938 Unamortized debt issuance costs (1) (268,804 ) (207,718 ) Total long-term debt, net 21,687,532 14,920,427 Current debt: 7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of zero and $4,303 — 1,661,197 $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) 223,500 15,000 $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Cheniere Marketing trade finance facilities 23,967 — Unamortized debt issuance costs (1) — (2,818 ) Total current debt, net 247,467 1,673,379 Total debt, net $ 21,934,999 $ 16,593,806 (1) Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $207.7 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015 . Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2016 (in thousands): Years Ending December 31, Principal Payments 2017 $ 247,467 2018 — 2019 — 2020 2,874,000 2021 5,486,831 Thereafter 14,046,008 Total $ 22,654,306 Senior Notes SPLNG Senior Notes In November 2016, SPLNG repaid the 2016 SPLNG Senior Notes and redeemed all of the outstanding 2020 SPLNG Senior Notes at a price equal to 103.250% of the principal amount of the 2020 SPLNG Senior Notes . SPL Senior Notes The terms of the 2021 SPL Senior Notes , 2022 SPL Senior Notes , 2023 SPL Senior Notes , 2024 SPL Senior Notes , 2025 SPL Senior Notes , 2026 SPL Senior Notes and the 2027 SPL Senior Notes (collectively, 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. See Note 23—Subsequent Events for additional information regarding covenants under the SPL Indenture . 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, 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 (except for the 2026 SPL Senior Notes and 2027 SPL Senior Notes , in which case the time period is six months before the respective dates of maturity), 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 (except for the 2026 SPL Senior Notes and 2027 SPL Senior Notes , in which case the time period is six months before the respective dates of maturity), 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. In connection with the issuance of the 2026 SPL Senior Notes and the 2027 SPL Senior Notes , SPL entered into registration rights agreements (the “SPL Registration Rights Agreements”) . Under the terms of the SPL Registration Rights Agreements , SPL has agreed, and any future guarantors will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective registration statements relating to offers to exchange any and all of the 2026 SPL Senior Notes and 2027 SPL Senior Notes for like aggregate principal amounts of debt securities of SPL with terms identical in all material respects to the respective senior notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), within 360 days after June 14, 2016 and September 23, 2016, respectively. Under specified circumstances, SPL has also agreed, and any future guarantors will also agree, to use commercially reasonable efforts to cause to become effective shelf registration statements relating to resales of the 2026 SPL Senior Notes and the 2027 SPL Senior Notes . SPL will be obligated to pay additional interest on these senior notes if it fails to comply with its obligation to register them within the specified time period. CCH Senior Notes In May and December 2016, CCH issued aggregate principal amounts of $1.25 billion of the 2024 CCH Senior Notes and $1.5 billion of the 2025 CCH Senior Notes (collectively, the “CCH Senior Notes”) , respectively. The CCH Senior Notes are jointly and severally guaranteed by its subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (“CCP GP”, and collectively with CCL and CCP, the “CCH Guarantors”) . The indenture governing the 2024 CCH Senior Notes and the 2025 CCH Senior Notes (the “CCH Indenture”) contains customary terms and events of default and certain covenants that, among other things, limit CCH’s ability and the ability of CCH’s restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of CCH’s restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to CCH or any of CCH’s restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of CCH and its restricted subsidiaries taken as a whole; or permit any CCH Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets. Interest on the CCH Senior Notes is payable semi-annually in arrears. At any time prior to six months before the respective dates of maturity for each series of the CCH Senior Notes , CCH may redeem all or part of such series of the CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the CCH Indenture , plus accrued and unpaid interest, if any, to the date of redemption. CCH also may at any time within six months of the respective dates of maturity for each series of the CCH Senior Notes , redeem all or part of such series of the CCH Senior Notes , in whole or in part, at a redemption price equal to 100% of the principal amount of the CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. In connection with the closing of the sale of the 2024 CCH Senior Notes and 2025 CCH Senior Notes , CCH and the CCH Guarantors entered into Registration Rights Agreements (the “CCH Registration Rights Agreements”) . Under the terms of the CCH Registration Rights Agreements , CCH and the CCH Guarantors have agreed, and any future guarantors of the 2024 CCH Senior Notes and 2025 CCH Senior Notes will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to offers to exchange any and all of the CCH Senior Notes for like aggregate principal amounts of debt securities of CCH with terms identical in all material respects to the respective CCH Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate) within 360 days after May 18, 2016 and December 9, 2016, respectively. Under specified circumstances, CCH and the CCH Guarantors have also agreed, and any future guarantors of the CCH Senior Notes will also agree, to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the CCH Senior Notes . CCH will be obligated to pay additional interest if it fails to comply with its obligation to register the CCH Senior Notes within the specified time period. Credit Facilities Below is a summary of our credit facilities outstanding as of December 31, 2016 (in thousands): 2015 SPL Credit Facilities SPL Working Capital Facility 2016 CQP Credit Facilities 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 4,600,000 $ 1,200,000 $ 2,800,000 $ 8,403,714 $ 350,000 Outstanding balance 314,000 223,500 2,560,000 2,380,788 — Commitments prepaid or terminated 2,643,867 — — 2,420,212 — Letters of credit issued — 323,677 45,000 — — Available commitment $ 1,642,133 $ 652,823 $ 195,000 $ 3,602,714 $ 350,000 Interest rate LIBOR plus 1.30% - 1.75% or base rate plus 1.75% LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 2.25% or base rate plus 1.25% (2) LIBOR plus 1.50% - 2.0% or base rate plus 0.50% - 1.00% Maturity date Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date December 31, 2020, with various terms for underlying loans February 25, 2020, with principals due quarterly commencing on February 19, 2019 Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. (2) There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the CCL Project . 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. During 2016, in conjunction with the issuance of the 2026 SPL Senior Notes and the 2027 SPL Senior Notes , SPL prepaid outstanding borrowings and terminated commitments under the 2015 SPL Credit Facilities for approximately $2.6 billion . These prepayments and termination of commitments resulted in a write-off of debt issuance costs and payment of fees associated with the 2015 SPL Credit Facilities of $52.2 million during the year ended December 31, 2016 . Loans under the 2015 SPL Credit Facilities accrue interest at a variable rate per annum equal to, at SPL’s election, LIBOR or the base rate plus the applicable margin. The applicable margin for LIBOR loans ranges 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. In addition, 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 SPL Working Capital Facility . 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 certain conditions have been met, including that deposits are made into debt service reserve accounts and a debt service coverage ratio test of 1.25 :1.00 is satisfied. SPL Working Capital Facility In September 2015, SPL entered into the SPL Working Capital Facility , which is intended to be used for loans to SPL (“SPL Working Capital Loans”) , the issuance of letters of credit on behalf of SPL, as well as for swing line loans to SPL (“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 $760.0 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 . Loans under the SPL Working Capital Facility 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 loans under the SPL Working Capital Facility is 1.75% per annum, and the applicable margin for base rate loans under the SPL Working Capital Facility is 0.75% per annum. Interest on SPL Swing Line Loans and loans deemed made in connection with a draw upon a letter of credit (“SPL LC Loans”) is due and payable on the date the loan becomes due. Interest on LIBOR loans is due and payable at the end of each applicable LIBOR period, and interest on base rate loans is due and payable at the end of each fiscal quarter. However, if such base rate loan is converted into a LIBOR 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 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 SPL 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 “SPL LC Draw”) to be deemed an SPL LC Loan, SPL is required to pay the full amount of the SPL LC Draw on or prior to the business day following the notice of the SPL LC Draw . An SPL LC Draw accrues interest at an annual rate of 2.0% plus the base rate. As of December 31, 2016 , no SPL 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. SPL LC Loans have a term of up to one year. SPL 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 SPL Swing Line Loan is made and (3) the first borrowing date for a SPL Working Capital Loan or SPL Swing Line Loan occurring at least three business days following the date the SPL Swing Line Loan is made. SPL is required to reduce the aggregate outstanding principal amount of all SPL 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 . 2016 CQP Credit Facilities In February 2016, Cheniere Partners entered into the $2.8 billion 2016 CQP Credit Facilities , which consist of: (1) a $450.0 million CTPL tranche term loan that was used to prepay the $400.0 million CTPL Term Loan in February 2016, (2) an approximately $2.1 billion SPLNG tranche term loan that was used to repay and redeem the approximately $2.1 billion of the 2016 SPLNG Senior Notes and 2020 SPLNG Senior Notes in November 2016, (3) a $125.0 million debt service reserve credit facility (the “DSR Facility”) that may be used to satisfy a six -month debt service reserve requirement and (4) a $115.0 million revolving credit facility that may be used for general business purposes. The 2016 CQP Credit Facilities accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of the prime rate, the federal funds effective rate, as published by the Federal Reserve Bank of New York, plus 0.50% and adjusted one month LIBOR plus 1.0% ), plus the applicable margin. The applicable margin for LIBOR loans is 2.25% per annum, and the applicable margin for base rate loans is 1.25% per annum, in each case with a 0.50% step-up beginning on February 25, 2019. Interest on LIBOR loans is due and payable at the end of each applicable LIBOR period (and at the end of every three month period within the LIBOR period, if any), and interest on base rate loans is due and payable at the end of each calendar quarter. Cheniere Partners incurred $73.1 million of debt issuance costs related to the 2016 CQP Credit Facilities during the year ended December 31, 2016 . The prepayment of the CTPL Term Loan and the redemption of the 2020 SPLNG Senior Notes resulted in a write-off of unamortized discount and debt issuance costs and redemption premium of $19.6 million during the year ended December 31, 2016 . Cheniere Partners pays a commitment fee equal to an annual rate of 40% of the margin for LIBOR loans multiplied by the average daily amount of the undrawn commitment, payable quarterly in arrears. The DSR Facility and the revolving credit facility are both available for the issuance of letters of credit, which incur a fee equal to an annual rate of 2.25% of the undrawn portion with a 0.50% step-up beginning on February 25, 2019. The 2016 CQP Credit Facilities mature on February 25, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty, except for interest hedging and interest rate breakage costs. The 2016 CQP Credit Facilities contain conditions precedent for extensions of credit, as well as customary affirmative and negative covenants and limit Cheniere Partners’ ability to make restricted payments, including distributions, to once per fiscal quarter as long as certain conditions are satisfied. Under the terms of the 2016 CQP Credit Facilities , Cheniere Partners is required to hedge not less than 50% of the variable interest rate exposure on its projected aggregate outstanding balance, maintain a minimum debt service coverage ratio of at least 1.15 x at the end of each fiscal quarter beginning March 31, 2019 and have a projected debt service coverage ratio of 1.55 x in order to incur additional indebtedness to refinance a portion of the existing obligations. The 2016 CQP Credit Facilities are unconditionally guaranteed by each subsidiary of Cheniere Partners other than SPL, certain of the subsidiaries of Cheniere Partners owning other development projects, as well as certain other specified subsidiaries and members of the foregoing entities. 2015 CCH Credit Facility In May 2015, CCH entered into the 2015 CCH Credit Facility , which is being used to fund a portion of the costs associated with the development, construction, operation and maintenance of Stage 1 of the CCL Project . Borrowings under the 2015 CCH Credit Facility may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. In conjunction with the issuance of the 2024 CCH Senior Notes and 2025 CCH Senior Notes , CCH prepaid approximately $2.4 billion of outstanding borrowings under the 2015 CCH Credit Facility . These prepayments resulted in a write-off of debt issuance costs associated with the 2015 CCH Credit Facility of $63.3 million during the year ended December 31, 2016 . 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. Loans under the 2015 CCH Credit Facility accrue interest at a variable rate per annum equal to, at CCH’s election, LIBOR or the base rate, plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of Trains 1 and 2 of the CCL Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion Trains 1 and 2 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. The 2015 CCH Credit Facility also requires CCH to pay a commitment fee at a rate per annum equal to 40% of the margin for LIBOR loans, multiplied by the outstanding undrawn debt commitments. 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. CCH Working Capital Facility In December 2016, CCH entered into the $350 million CCH Working Capital Facility , which is intended to be used for loans to CCH (“CCH Working Capital Loans”) , the issuance of letters of credit on behalf of CCH, as well as for swing line loans to CCH (“CCH Swing Line Loans”) for certain working capital requirements related to developing and placing into operation the CCL Project . Loans under the CCH Working Capital Facility are guaranteed by the CCH Guarantors . CCH may, from time to time, request increases in the commitments under the CCH Working Capital Facility of up to the maximum allowed under the Common Terms Agreement that was entered in concurrently with the 2015 CCH Credit Facility . Loans under the CCH Working Capital Facility , including CCH Working Capital Loans , CCH Swing Line Loans and loans made in connection with a draw upon any letter of credit (“CCH LC Loans” and collectively, the “Revolving Loans”) accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of (1) the federal funds rate, plus 0.50% , (2) the prime rate, and (3) one month LIBOR plus 0.50% ), plus the applicable margin. The applicable margin for LIBOR Revolving Loans ranges from 1.50% to 2.0% per annum, and the applicable margin for base rate Revolving Loans ranges from 0.50% to 1.00% per annum. Interest on CCH Working Capital Loans , CCH Swing Line Loans and CCH LC Loans is due and payable on the date the loan becomes due. Interest on LIBOR Revolving Loans is due and payable at the end of each LIBOR period, and interest on base rate Revolving Loans is due and payable at the end of each quarter. CCH incurred $8.0 million of debt issuance costs related to the CCH Working Capital Facility during the year ended December 31, 2016 . CCH pays (1) a commitment fee equal to an annual rate of 40% of the applicable margin for LIBOR Revolving Loans on the average daily amount of the excess of the total commitment amount over the principal amount outstanding without giving effect to any outstanding CCH Swing Line Loans , (2) a letter of credit fee equal to an annual rate equal to the applicable margin for LIBOR Revolving Loans on the undrawn portion of all letters of credit issued under the CCH Working Capital Facility , and (3) a letter of credit fronting fee equal to an annual rate of 0.20% of the undrawn portion of all letters of credit. Each of these fees is payable quarterly in arrears. If draws are made upon a letter of credit issued under the CCH Working Capital Facility and CCH does not elect for such draw (a “CCH LC Draw”) to be deemed a CCH LC Loan, CCH is required to pay the full amount of the CCH LC Draw on or prior to the business day following the notice of the CCH LC Draw . A CCH LC Draw accrues interest at an annual rate of 2.0% plus the base rate. The CCH Working Capital Facility matures on December 14, 2021, and CCH may prepay the Revolving Loans at any time without premium or penalty upon three business days’ notice and may re-borrow at any time. CCH LC Loans have a term of up to one year. CCH Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the CCH Working Capital Facility , (2) the date that is 15 days after such CCH Swing Line Loan is made and (3) the first borrowing date for a CCH Working Capital Loan or CCH Swing Line Loan occurring at least four business days following the date the CCH Swing Line Loan is made. CCH is required to reduce the aggregate outstanding principal amount of all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year. The CCH Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. The obligations of CCH under the CCH Working Capital Facility are secured by substantially all of the assets of CCH and the CCH Guarantors as well as all of the membership interests in CCH and each of the CCH Guarantors on a pari passu basis with the CCH Senior Notes and the 2015 CCH Credit Facility . Convertible Notes Below is a summary of our convertible notes outstanding as of December 31, 2016 (in thousands): 2021 Cheniere Convertible Unsecured Notes 2025 CCH HoldCo II Convertible Senior Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000,000 $ 1,000,000 $ 625,000 Debt component, net of discount $ 959,577 $ 1,171,008 $ 308,125 Equity component $ 204,529 $ — $ 194,082 Maturity date May 28, 2021 March 1, 2025 March 15, 2045 Contractual interest rate 4.875 % 11.0 % 4.25 % Effective interest rate 8.3 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (1) 4.4 years 3.8 years 28.2 years (1) We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes , which are amortized through the date they are first convertible by holders into our common stock. 2021 Cheniere Convertible Unsecured Notes In November 2014, we issued 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 |
Restructuring Expense
Restructuring Expense | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | RESTRUCTURING EXPENSE During 2015 and 2016, we initiated and implemented certain organizational changes to simplify our corporate structure, improve our operational efficiencies and implement a strategy for sustainable, long-term stockholder value creation through financially disciplined development, construction, operation and investment. As a result of these efforts, we recorded $61.4 million and $60.8 million of restructuring charges and other costs associated with restructuring and operational efficiency initiatives during the years ended December 31, 2016 and 2015 , respectively, for which the majority of these charges required, or will require, cash expenditure. Included in these amounts are $46.9 million and $57.9 million for share-based compensation during the years ended December 31, 2016 and 2015 , respectively. All charges were recorded within the line item entitled “restructuring expense” on our Consolidated Statements of Operations and substantially all related to severance and other employee-related costs. As of December 31, 2016 and 2015 , we had $6.1 million and $33.0 million , respectively, of accrued restructuring charges and other costs that were recorded as part of accrued liabilities on our Consolidated Balance Sheets. Operational efficiency initiatives are ongoing but are substantially complete as of December 31, 2016 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Current: Federal $ — $ — $ — State — — — Foreign (54 ) (1,970 ) (4,143 ) Total current (54 ) (1,970 ) (4,143 ) Deferred: Federal — — — State — — — Foreign (1,854 ) 2,066 — Total deferred (1,854 ) 2,066 — Total income tax benefit (provision) $ (1,908 ) $ 96 $ (4,143 ) The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2016 2015 2014 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Non-controlling interest (2.1 )% (2.3 )% (4.8 )% State tax rate 1.8 % 1.9 % 4.3 % Uncertain tax position — % — % (12.5 )% Net impact of non-U.S. taxes (1.2 )% (1.3 )% (2.0 )% Valuation allowance (27.5 )% (30.1 )% (19.8 )% Nondeductible interest expense (6.6 )% (2.6 )% — % Other 0.3 % (0.5 )% (0.6 )% Effective tax rate as reported (0.3 )% 0.1 % (0.4 )% Significant components of our deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets Net operating loss carryforwards and credits Federal and foreign $ 1,060,026 $ 862,218 State 183,153 166,321 Book deferred gain 77,182 77,182 Share-based compensation expense 52,727 71,693 Property, plant and equipment — 12,957 Derivative instruments 46,754 54,052 Long-term debt 17,676 8,725 Other 13,511 5,641 Less: valuation allowance (1,251,959 ) (1,070,309 ) Total deferred tax assets 199,070 188,480 Deferred tax liabilities Investment in limited partnership (76,265 ) (57,466 ) Convertible debt (118,341 ) (128,948 ) Property, plant and equipment (4,464 ) — Total deferred tax liabilities (199,070 ) (186,414 ) Net deferred tax assets $ — $ 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, 2016 , we had federal and state net operating loss (“NOL”) carryforwards of approximately $3.8 billion and $2.3 billion , respectively. These NOL carryforwards will expire between 2025 and 2036. 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 offset our deferred tax assets as of December 31, 2016 and 2015 . We will continue to evaluate our ability to release the valuation allowance in the future. The increase in the valuation allowance was $181.7 million for the year ended December 31, 2016 . 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, 2016 2015 Balance at beginning of the year $ 103,640 $ 104,491 Additions based on tax positions related to current year — — Additions for tax positions of prior years — — Reductions for tax positions of prior years (728 ) (851 ) Settlements — — Balance at end of the year $ 102,912 $ 103,640 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 NOL carryforwards. We are subject to tax in the U.S. and various state and foreign jurisdictions. We remain subject to periodic audits and reviews by taxing authorities; however, we do not expect these audits will have a material effect on our tax provision. The federal tax returns for the years after 2012 remain open for examination. Tax authorities may have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. 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 $177.3 million will be reflected in APIC , or as income tax expense upon adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
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 Amended and Restated 2003 Stock Incentive Plan, as amended (the “2003 Plan”) , 2011 Incentive Plan, as amended (the “2011 Plan”) , the 2015 Long-Term Cash Incentive Plan (the “2015 Plan”) and the 2015 Employee Inducement Incentive Plan (the “Inducement Plan”) . 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, 2016 , all of the shares under the 2003 Plan have been granted and 26.5 million shares, net of cancellations, have been granted under the 2011 Plan . See Note 23—Subsequent Events for information regarding the approval of additional awards 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. As of December 31, 2016 , 6.7 million phantom units have been granted under the 2015 Plan . The Inducement Plan initially provided for the issuance of up to 1.0 million shares of our common stock in the form of non-qualified stock options, restricted stock awards, stock appreciation rights, performance awards, phantom stock awards and other stock-based awards deemed by the Compensation Committee to provide us with an opportunity to attract employees. As of December 31, 2016 , 0.2 million shares of restricted stock have been granted under the Inducement Plan . In December 2016, the Compensation Committee recommended, and our Board approved, reducing the remaining shares available for issuance under the Inducement Plan to zero . In August 2012, the Compensation Committee granted the Long-Term Commercial Bonus Awards 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. During the year ended December 31, 2016 , the final 25% of the restricted stock awards granted under this award vested. 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, 2016 , 100% of the Stock Price Award s had vested and 50% of the Milestone Award s had vested. The remaining 20% and 30% of Milestone Award s 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 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 are 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 (except for the initial grant for the 2014 performance period, which was subject to a three-year vesting schedule ending on February 1, 2016, 2017 and 2018). The Compensation Committee recommended and our Board approved the termination of the 2014-2018 LTIP in October 2016. Total share-based compensation expense consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Total share-based compensation $ 116,835 $ 195,308 $ 110,229 Capitalized share-based compensation (16,312 ) (22,912 ) (8,226 ) Total share-based compensation expense $ 100,523 $ 172,396 $ 102,003 The total unrecognized compensation cost at December 31, 2016 relating to non-vested share-based compensation arrangements was $125.3 million , which is expected to be recognized over a weighted average period of 1.7 years . During the years ended December 31, 2016, 2015 and 2014 , we recognized share-based compensation expense of $5.6 million , zero and $10.8 million , respectively, related to the modification of awards resulting from employee terminations. We have disclosed the deferred tax benefit realized from share-based compensation exercised during the annual period in Note 14—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, 2016, 2015 and 2014 , we issued 273,000 shares, 19,000 shares and 550,000 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 nature of services provided by 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 our common stock on the grant date. For restricted stock awards granted to non-employees that vest based on service and/or performance conditions, we record 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 our stock price. The table below provides a summary of our restricted stock outstanding as of December 31, 2016 and changes during the year ended December 31, 2016 (in thousands, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2016 7,536 $ 22.80 Granted 273 34.41 Vested (1,701 ) 21.37 Forfeited (457 ) 23.00 Non-vested at December 31, 2016 5,651 $ 24.12 The weighted average grant date fair value per share of restricted stock granted during the years ended December 31, 2016, 2015 and 2014 was $34.41 , $70.43 and $60.09 , respectively. The total grant date fair value of restricted stock vested during the years ended December 31, 2016, 2015 and 2014 was $36.3 million , $50.2 million and $84.0 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, 2016, 2015 and 2014 , we granted 1.8 million , 5.9 million and 0.1 million phantom units, respectively, to employees, of which 3.9 million and 4.7 million were outstanding as of December 31, 2016 and 2015, respectively. The value of phantom units vested during the years ended December 31, 2016 and 2015 was $78.3 million and $50.0 million , respectively of which $1.1 million and $45.4 million was recorded as part of accrued liabilities on our Consolidated Balance Sheets as of December 31, 2016 and 2015, respectively. 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, 2016, 2015 and 2014 . The table below provides a summary of our options outstanding as of December 31, 2016 and changes during the year ended December 31, 2016 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Outstanding at January 1, 2016 27 $ 39.88 0.27 $ — Granted — — Exercised (2 ) 33.39 Forfeited or Expired (25 ) 40.27 Outstanding at December 31, 2016 — $ — — $ — Exercisable at December 31, 2016 — $ — — $ — The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was $17,000 , $2.7 million and $11.9 million , respectively. We received $0.1 million , $2.3 million and $10.8 million in the years ended December 31, 2016, 2015 and 2014 , respectively, of proceeds from the exercise of stock options. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
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 6% 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 $6.3 million , $4.9 million and $3.6 million for the years ended December 31, 2016, 2015 and 2014 , respectively. We have made no discretionary contributions to the 401(k) Plan to date. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, 2016 2015 2014 Weighted average common shares outstanding: Basic 228,768 226,903 224,338 Dilutive common stock options and unvested stock — — — Diluted 228,768 226,903 224,338 Basic and diluted net loss per share attributable to common stockholders $ (2.67 ) $ (4.30 ) $ (2.44 ) Potentially dilutive securities that were not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Stock options and unvested stock (1) 621 2,134 5,063 Convertible Notes (2) 16,328 15,773 10,727 Total dilutive common shares 16,949 17,907 15,790 (1) Does not include 5.0 million shares, 5.4 million shares and 5.5 million shares for the years ended December 31, 2016, 2015 and 2014 , respectively, of unvested stock because the performance conditions had not yet been satisfied as of December 31, 2016, 2015 and 2014, respectively. (2) Includes shares in aggregate issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes . There were no shares included in the computation of diluted net loss per share for the 2025 CCH HoldCo II Convertible Senior Notes because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of December 31, 2016 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases | LEASES During the years ended December 31, 2016, 2015 and 2014 , we recognized rental expense for all operating leases of $85.8 million , $40.6 million and $19.1 million , respectively, related primarily to office space, land sites and LNG vessel time charters. Our land site leases for the Sabine Pass 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 (1) 2017 $ 129,000 2018 106,519 2019 102,451 2020 83,418 2021 21,651 Thereafter 96,814 Total $ 539,853 (1) Includes certain lease option renewals that are reasonably assured . Capital Leases In December 2015, we entered into a lease agreement for tug services related to the CCL Project that was accounted for as a capital lease. As of December 31, 2016 , 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 2017 $ — 2018 4,980 2019 9,960 2020 9,988 2021 9,960 Thereafter 164,426 Total $ 199,314 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We have various contractual obligations which are recorded as liabilities in our Consolidated Financial Statements. Other items, such as certain purchase commitments and other executed contracts which do not meet the definition of a liability as of December 31, 2016 , are not recognized as liabilities but require disclosures in our Consolidated Financial Statements. LNG Terminal Commitments and Contingencies Obligations under EPC Contracts SPL has entered into lump sum turnkey contracts with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of Trains 3 through 5 of the SPL Project . The EPC contract for SPL Trains 3 and 4 and the EPC contract for SPL Train 5 provide that SPL will pay Bechtel contract prices of $3.9 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 and Stage 2 of the CCL Project . The EPC contract prices for Stage 1 of the CCL Project and Stage 2 of the CCL Project are approximately $7.7 billion and $2.4 billion , respectively, reflecting amounts incurred under change orders through December 31, 2016 . CCL has the right to terminate each of the EPC contracts for its convenience, in which case Bechtel will be paid the portion of the contract price for the work performed plus costs reasonably incurred by Bechtel on account of such termination and demobilization. If the EPC contract for Stage 1 of the CCL Project 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 for Stage 2 of the CCL Project is terminated, Bechtel will be paid a lump sum of $5.0 million if the termination date is prior to the issuance of the notice to proceed, or Bechtel will be paid a lump sum of up to $30.0 million if the termination date is after the issuance of the notice to proceed, depending on the termination date. Obligations under SPAs SPL has entered into third-party SPAs which obligate SPL to purchase and liquefy sufficient quantities of natural gas to deliver 401.5 million MMBtu per year of LNG to the customers’ vessels for Trains 1 and 2 of the SPL Project and 628.5 million MMBtu per year of LNG for Trains 3 through 5 of the SPL Project , subject to completion of construction. 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 LNG TUAs SPLNG has entered into third-party TUAs with Total Gas & Power North America, Inc. and Chevron U.S.A. Inc. to provide berthing for LNG vessels and for the unloading, storage and regasification of LNG at the Sabine Pass LNG terminal. 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 six 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, 2016 , SPL has secured up to approximately 1,993.9 million MMBtu of natural gas feedstock through natural gas supply contracts, 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 the SPL storage service agreements ranges from three to ten years. CCL has entered into a combined transportation and storage service agreement with a 20 -year term beginning in 2019. As of December 31, 2016 , our 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) 2017 $ 1,611,296 2018 1,192,791 2019 1,029,621 2020 1,069,222 2021 917,113 Thereafter 2,406,125 Total $ 8,226,168 (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, 2016 . Restricted Net Assets At December 31, 2016 , our restricted net assets of consolidated subsidiaries were approximately $2.4 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, 2016 and 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 18—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. Parallax Litigation In 2015, our wholly owned subsidiary, Cheniere LNG Terminals, LLC (“CLNGT”), entered into discussions with Parallax Enterprises, LLC (“Parallax Enterprises”) regarding the potential joint development of two liquefaction plants in Louisiana (the “Potential Liquefaction Transactions”). While the parties negotiated regarding the Potential Liquefaction Transactions, CLNGT loaned Parallax Enterprises approximately $46 million , as reflected in a secured note dated April 23, 2015, as amended on June 30, 2015, September 30, 2015 and November 4, 2015 (the “Secured Note”). The Secured Note was secured by all assets of Parallax Enterprises and its subsidiary entities. On June 30, 2015, Parallax Enterprises’ parent entity, Parallax Energy LLC (“Parallax Energy”), executed a Pledge and Guarantee Agreement further securing repayment of the Secured Note by providing a parent guaranty and a pledge of all of the equity of Parallax Enterprises in satisfaction of the Secured Note (the “Pledge Agreement”). CLNGT and Parallax Enterprises never executed a definitive agreement to pursue the Potential Liquefaction Transactions. The Secured Note matured on December 11, 2015, and Parallax Enterprises failed to make payment. On February 3, 2016, CLNGT filed an action against Parallax Energy, Parallax Enterprises, and certain of Parallax Enterprises’ subsidiary entities, styled Cause No. 4:16-cv-00286, Cheniere LNG Terminals, LLC v. Parallax Energy LLC, et al., in the United States District Court for the Southern District of Texas (the “Texas Suit”). CLNGT asserted claims in the Texas Suit for (1) recovery of all amounts due under the Secured Note and (2) declaratory relief establishing that CLNGT is entitled to enforce its rights under the Secured Note and Pledge Agreement in accordance with each instrument’s terms and that CLNGT has no obligations of any sort to Parallax Enterprises concerning the Potential Liquefaction Transactions. On March 11, 2016, Parallax Enterprises and the other defendants in the Texas Suit moved to dismiss the suit for lack of subject matter jurisdiction. On August 2, 2016, the court denied the defendants’ motion to dismiss without prejudice and permitted the parties to pursue jurisdictional discovery, which is ongoing. On March 11, 2016, Parallax Enterprises filed a suit against us and CLNGT styled Civil Action No. 62-810, Parallax Enterprises LLP v. Cheniere Energy, Inc. and Cheniere LNG Terminals, LLC, in the 25th Judicial District Court of Plaquemines Parish, Louisiana (the “Louisiana Suit”), wherein Parallax Enterprises asserted claims for breach of contract, fraudulent inducement, negligent misrepresentation, detrimental reliance, unjust enrichment and violation of the Louisiana Unfair Trade Practices Act. Parallax Enterprises predicated its claims in the Louisiana Suit on an allegation that we and CLNGT breached a purported agreement to jointly develop the Potential Liquefaction Transactions. Parallax Enterprises sought $400 million in alleged economic damages and rescission of the Secured Note. On April 15, 2016, we and CLNGT removed the Louisiana Suit to the United States District Court for the Eastern District of Louisiana, which subsequently transferred the Louisiana Suit to the United States District Court for the Southern District of Texas, where it was assigned Civil Action No. 4:16-cv-01628 and transferred to the same judge presiding over the Texas Suit for coordinated handling. On August 22, 2016, Parallax Enterprises voluntarily dismissed all claims asserted against CLNGT and us in the Louisiana Suit without prejudice to refiling. We do not expect that the resolution of this litigation will have a material adverse impact on our financial results. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
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. Revenues from external customers that were derived from customers outside of the United States were $514.3 million for the year ended December 31, 2016 , of which $161.7 million was derived from a customer in Japan. Substantially all of our revenues from external customers for each of the years ended December 31, 2015 and 2014 were attributed to the United States. We attribute revenues from external customers to the country in which the party to the applicable agreement has its principal place of business. Substantially all of our long-lived assets are located in the United States. Our LNG terminal segment consists of the Sabine Pass and Corpus Christi LNG terminals. Our LNG and natural gas marketing segment consists of LNG and natural gas marketing activities by Cheniere Marketing. Cheniere Marketing is developing a portfolio of long- and medium-term SPAs with professional staff based in the United States, United Kingdom, Singapore and Chile. During 2016, we initiated certain organizational changes to simplify our corporate structure, improve our operational efficiencies and implement a strategy for sustainable, long-term stockholder value creation through financially disciplined development, construction, operation and investment. We are currently evaluating the way we manage our business as a result of these changes. This evaluation is expected to be completed during the first quarter of 2017 and may result in a change to our reportable segments as organizational alignment is finalized. The following table (in thousands) summarizes revenues (losses) and income (loss) from operations for each of our reporting segments: Segments LNG Terminal LNG & Natural Gas Marketing Corporate and Other (1) Total Consolidation Year Ended December 31, 2016 Revenues (losses) from external customers $ 803,480 $ 520,645 $ (40,958 ) $ 1,283,167 Intersegment revenues (losses) (2) 294,889 37,970 (332,859 ) — Depreciation and amortization expense 149,690 1,386 22,966 174,042 Income (loss) from operations (3) 237,432 31,012 (297,811 ) (29,367 ) Interest expense, net of capitalized interest (384,605 ) — (103,785 ) (488,390 ) Income (loss) before income taxes and non-controlling interest (4) (268,955 ) 35,406 (429,336 ) (662,885 ) Share-based compensation 25,364 24,772 66,699 116,835 Expenditures for additions to long-lived assets 4,623,438 2,714 (1,136 ) 4,625,016 Year Ended December 31, 2015 Revenues from external customers $ 269,281 $ 66 $ 1,538 $ 270,885 Intersegment revenues (losses) (2) 2,225 29,373 (31,598 ) — Depreciation and amortization expense 65,137 1,071 16,472 82,680 Loss from operations (3) (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 Expenditures for additions to long-lived assets 6,984,152 2,731 97,216 7,084,099 Year Ended December 31, 2014 Revenues (losses) from external customers $ 267,606 $ (1,285 ) $ 1,633 $ 267,954 Intersegment revenues (losses) (2) (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 Expenditures for additions to long-lived assets 2,684,045 1,888 161,882 2,847,815 (1) Includes corporate activities, business development, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column. Also includes $338.2 million for the year ended December 31, 2016 of Cheniere Marketing’s LNG revenues, which is eliminated in consolidation. (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) Includes restructuring expense of $44.4 million and $60.8 million for the years ended December 31, 2016 and 2015 , respectively, in the corporate and other column and $17.0 million and zero for the years ended December 31, 2016 and 2015 , respectively, in the LNG and natural gas marketing segment. (4) Items to reconcile income (loss) from operations and income (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. The following table (in thousands) shows total assets for each of our reporting segments: December 31, 2016 2015 LNG Terminal $ 22,420,568 $ 17,363,750 LNG & Natural Gas Marketing 731,023 550,896 Corporate and Other 551,146 894,407 Total Consolidation $ 23,702,737 $ 18,809,053 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table (in thousands) provides supplemental disclosure of cash flow information: Year Ended December 31, 2016 2015 2014 Cash paid during the period for interest, net of amounts capitalized $ 66,436 $ 122,860 $ 130,578 Non-cash conveyance of assets — 13,169 — The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $395.1 million , $301.4 million and $129.8 million as of December 31, 2016 , 2015 and 2014 , respectively. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The following table provides a brief description of recent accounting standards that had not been adopted by the Company as of December 31, 2016 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The FASB has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Consolidated Financial Statements. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters 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 The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement of operations and the classification of excess tax benefits as an operating activity within the statement of cash flows. The guidance also allows an entity to elect to account for forfeitures when they occur. This guidance may be early adopted, but all of the guidance must be adopted in the same period. January 1, 2017 The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This guidance may be early adopted beginning January 1, 2017, and must be adopted prospectively. January 1, 2017 The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures. Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis These amendments primarily affect 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 did not have a material 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 These standards require 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 these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See Note 12—Debt for additional disclosures. 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 did not have an impact on our Consolidated Financial Statements or 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 This 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 did not have an impact on our Consolidated Financial Statements or related disclosures. Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) This standard requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. December 31, 2016 As a result of adopting this standard, our Consolidated Statements of Cash Flows now reconciles the balance of total cash, cash equivalents and restricted cash from the beginning of the period to the end of the period. This resulted in changes to previously reported cash flows from operating, investing and financing activities. ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard narrows the accounting definition of a business and clarifies that when substantially all of the fair value of an integrated set of assets and activities is concentrated in a single asset or a group of similar assets, the integrated set of assets and activities is not a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This guidance may be early adopted and must be adopted prospectively. December 31, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS SPL Senior Notes In January 2017, SPL was assigned a second investment grade rating on its senior secured notes by rating agencies. As a result, certain covenants, including those that limit SPL’s ability to make certain investments, under the SPL Indenture are no longer applicable. SPL Private Placement Notes In February 2017, SPL entered into a Note Purchase Agreement with various purchasers to issue and sell $800 million aggregate principal amount of 5.00% senior secured notes due 2037 in a private placement conducted pursuant to Section 4(a)(2) of the Securities Act. Approval and Grant of Additional Awards under the 2011 Plan In January 2017, the issuance of awards with respect to 7.8 million shares of common stock available for issuance under the 2011 Plan was approved at a special meeting of our shareholders. In February 2017, an aggregate of 1.1 million restricted stock units and target performance stock units were granted to employees as part of the 2017 Long Term Incentive Program under the 2011 Plan , exclusive of performance milestone awards that may be earned upon an FID being made on or prior to December 31, 2018 with respect to a third train of the CCL Project . |
Summarized Quarterly Financial
Summarized Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Financial Data (unaudited) | Summarized Quarterly Financial Data—(in thousands, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2016: Revenues $ 69,081 $ 176,827 $ 465,673 $ 571,586 Income (loss) from operations (90,559 ) (76,454 ) 15,276 122,370 Net income (loss) (348,974 ) (334,944 ) (130,416 ) 149,541 Net income (loss) attributable to common stockholders (320,838 ) (298,418 ) (100,442 ) 109,707 Net income (loss) per share attributable to common stockholders—basic and diluted (1) (1.41 ) (1.31 ) (0.44 ) 0.48 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 ) (1) The sum of the quarterly net income (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, 2016 | |
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, 2016 2015 ASSETS Cash and cash equivalents $ — $ — Current assets 287 132 Non-current restricted cash 6,575 6,572 Property, plant and equipment, net 14,987 8,899 Debt receivable—affiliates — 843,629 Investments in affiliates (145,252 ) (426,420 ) Other non-current assets 115 — Total assets $ (123,288 ) $ 432,812 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities $ 8,184 $ 8,051 Current debt—affiliate — 143,580 Long-term debt, net 1,264,953 1,183,031 Stockholders’ deficit (1,396,425 ) (901,850 ) Total liabilities and equity $ (123,288 ) $ 432,812 The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2016 2015 2014 Operating costs and expenses General and administrative expense (recovery) $ 5,741 $ (356 ) $ 10,597 Depreciation expense 107 58 — Total operating costs and expenses (recovery) 5,848 (298 ) 10,597 Other income (expense) Interest expense, net (103,784 ) (93,116 ) (4,205 ) Interest expense, net—affiliates (7,314 ) (9,137 ) (9,137 ) Interest income 3 3 3 Interest income—affiliates 24,211 34,213 34,213 Equity loss of affiliates (517,259 ) (907,370 ) (558,209 ) Total other expense (604,143 ) (975,407 ) (537,335 ) Net loss attributable to common stockholders $ (609,991 ) $ (975,109 ) $ (547,932 ) 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, 2016 2015 2014 Net cash used in operating activities $ (101,345 ) $ (176,068 ) $ (180,990 ) Cash flows from investing activities Investments in affiliates 201,750 (181,471 ) (869,842 ) Net cash provided by (used in) investing activities 201,750 (181,471 ) (869,842 ) Cash flows from financing activities Proceeds from issuance of debt — 500,000 1,000,000 Debt issuance and deferred financing costs — (4,129 ) (516 ) Proceeds from sale of common shares by Cheniere Holdings — — 228,781 Distribution and dividends to non-controlling interest (80,055 ) (80,235 ) (79,517 ) Proceeds from exercise of stock options 50 2,279 10,805 Payments related to tax withholdings for share-based compensation (20,397 ) (61,175 ) (112,323 ) Other — 1,524 3,605 Net cash provided by (used in) financing activities (100,402 ) 358,264 1,050,835 Net increase in cash, cash equivalents and restricted cash 3 725 3 Cash, cash equivalents and restricted cash—beginning of period 6,572 5,847 5,844 Cash, cash equivalents and restricted cash—end of period $ 6,575 $ 6,572 $ 5,847 Balances per Condensed Balance Sheets: December 31 2016 2015 2014 Cash and cash equivalents $ — $ — $ — Non-current restricted cash 6,575 6,572 5,847 Total cash, cash equivalents and restricted cash $ 6,575 $ 6,572 $ 5,847 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 Condensed 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 In October 2016, Cheniere LNG Terminals, LLC (“Cheniere Terminals”), a wholly owned subsidiary of Cheniere, forgave Cheniere’s total previously outstanding current debt—affiliate balance, which was composed of a $93.7 million note and $57.2 million in related accumulated interest payable to Cheniere Terminals. This $150.9 million forgiveness of debt was recorded as a non-cash equity contribution to our subsidiaries on our Condensed Balance Sheet. NOTE 3—GUARANTEES 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, 2016 and 2015 , there were no liabilities recognized under these guarantee arrangements. NOTE 4 —SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2016 2015 2014 Non-cash capital contributions (1) $ (517,259 ) $ (907,370 ) $ (558,209 ) Non-cash capital contribution from subsidiaries for forgiveness of debt 150,895 — — Non-cash capital distribution to subsidiaries for forgiveness of debt (867,840 ) — — Issuance of stock to acquire additional interest in Cheniere Holdings 93,575 — — (1) Amounts represent equity losses of affiliates. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Policy | Basis of Presentation Our Consolidated Financial Statements have been 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. Investments in non-controlled entities, over which Cheniere does not have the ability to exercise significant influence, are accounted for using the cost method. Under the cost method the investments are initially recognized at cost and dividends received from the accumulated earnings of an investee are recorded as income. Dividends received in excess of the accumulated earnings of an investee are recorded as a reduction in the investment. We periodically assess our cost method investments for indicators of impairment. An impairment is recorded if an indicator is identified, the carrying value of our investment exceeds its fair value, and the impairment is considered to be other than temporary. 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. In 2016, we started production at the SPL Project . As a result, we introduced a new line item entitled “cost of sales” and modified the components of activity included in “operating and maintenance expense” on our Consolidated Statements of Operations. To conform to the new presentation, reclassifications were made to the prior periods. Cost of sales includes costs incurred directly for the production and delivery of LNG from the SPL Project such as natural gas feedstock, variable transportation and storage costs, derivative gains and losses associated with economic hedges to secure natural gas feedstock for the SPL Project , vessel chartering costs and other costs related to converting natural gas into LNG, all to the extent not utilized for the commissioning process. These costs were reclassified from operating and maintenance expense. Also included in cost of sales are purchase and delivery costs of our LNG and natural gas marketing business incurred by Cheniere Marketing. Operating and maintenance expense now primarily includes costs associated with operating and maintaining the SPL Project such as third-party service and maintenance contract costs, payroll and benefit costs of operations personnel, natural gas transportation and storage capacity demand charges, derivative gains and losses related to the sale and purchase of LNG associated with the regasification terminal, insurance and regulatory costs. Additionally, we distinguished and reclassified our historical “LNG terminal revenues” line item into “regasification revenues” and “LNG revenues.” Regasification revenues include LNG regasification capacity reservation fees that are received pursuant to our TUAs and tug services fees that are received by Sabine Pass Tug Services, LLC, a wholly owned subsidiary of SPLNG. LNG revenues include fees that are received pursuant to our SPAs and related LNG marketing activities. |
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 derivative instruments as disclosed in Note 7—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 12—Debt , are based on quoted market prices for identical instruments, if available, or based on valuations of similar debt instruments using observable or unobservable inputs. 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 Fees received pursuant to SPAs are recognized as LNG revenues after substantial completion of the respective Train. Prior to substantial completion, sales generated during the commissioning phase are offset against the cost of construction for the respective Train, as the production and removal of LNG from storage is necessary to test the facility and bring the asset to the condition necessary for its intended use. LNG revenues are recognized when LNG is delivered to the counterparty, either at the Sabine Pass LNG terminal or at the counterparty’s LNG receiving terminal, based on the terms of the contract. LNG revenues generated by Cheniere Marketing are reported on a gross or net basis based on an assessment of whether it is acting as the principal or the agent in the transaction. LNG regasification capacity reservation fees are recognized as regasification revenues 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 revenue as SPLNG performs the services set forth in each customer’s TUA. |
LNG and Natural Gas Marketing, Policy | LNG and Natural Gas Marketing Historically, a portion of our LNG and natural gas marketing business activities was comprised of energy trading and risk management activities for trading purposes and we elected to present these activities on a net basis on our Consolidated Statements of Operations. These energy trading and risk management activities included, but were not limited to, the purchase of LNG and natural gas, transportation contracts and LNG trading derivative instruments. |
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. |
Accounts and Notes Receivables, 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. We did no t recognize any impairment expense related to accounts and notes receivable during the years ended December 31, 2016 and 2014. During the year ended December 31, 2015, we recognized bad debt expense of $36.2 million which was primarily attributable to a reserve against funds loaned to Parallax Enterprises, LLC, as further discussed in Note 19—Commitments and Contingencies . This charge was recorded as impairment expense on our Consolidated Statements of Operations. |
Inventory, Policy | Inventory LNG and natural gas inventory are recorded at weighted average cost and materials and other inventory are recorded at cost. Inventory 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, 2016, 2015 and 2014 , we recognized zero , $17.5 million and $24.5 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, is 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 and commissioning 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, 2016, we recorded $10.1 million of impairment expense related to corporate and other within our segment disclosures. This related to a corporate airplane that was written down to fair value based on market-based appraisals, which was ultimately sold by the end of the year. The impairment was recognized due to the potential disposition of the airplane in connection with the Company having initiated organizational changes and the associated operational focus for financially disciplined investment. During the year ended December 31, 2015, we recorded, primarily in relation to a liquid hydrocarbon export project in Texas along the Gulf Coast, $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 year ended December 31, 2014. |
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 interest rate, commodity price and foreign currency exchange (“FX”) 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 during the years ended December 31, 2016, 2015 and 2014 . See Note 7—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 and FX 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. 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. During the year ended December 31, 2016 , we received 50% of our net LNG revenues from one SPA customer, which was generated by our LNG terminal segment. SPLNG has entered into two long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal, which accounts for substantially all of the regasification revenues in our LNG terminal segment. 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. |
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, 2016 and 2015 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 2016 and 2015 , 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 2016 and 2015 , and the tests indicated no impairment. Our last quantitative assessment indicated that the reporting unit’s fair value substantially exceeded its carrying value. 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 Consolidated Balance Sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs related to term notes. Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. Gains and losses on the extinguishment of debt are recorded in gains and losses on the extinguishment of debt on our Consolidated Statements of Operations. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and printing costs. These costs are recorded as a direct deduction from the debt liability unless incurred in connection with a line of credit arrangement, in which case they are presented as an asset on our Consolidated Balance Sheet. Debt issuance costs are amortized to interest expense or property, plant and equipment over the term of the related debt facility. Upon early retirement of debt or amendment to a debt agreement, certain fees are written off to loss on early extinguishment of debt. |
Asset Retirement Obligations, Policy | Asset Retirement Obligations We recognize AROs for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset and for conditional AROs in which the timing or method of settlement 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 assessment of AROs is described below. We have not recorded an ARO associated with the Sabine Pass 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 . We have no t recorded an ARO associated with the Creole Trail 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. We intend to operate the Creole Trail Pipeline as long as supply and demand for natural gas exists in the United States and intend to maintain it regularly. |
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 15—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 our 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 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 10—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. The dilutive effect of stock options and unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. 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, as disclosed in Note 17—Net Loss per Share Attributable to Common Stockholders . |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Restricted Cash | As of December 31, 2016 and 2015 , restricted cash consisted of the following (in thousands): December 31, 2016 2015 Current restricted cash SPLNG debt service and interest payment $ — $ 77,415 SPL Project 357,953 189,260 CTPL construction and interest payment — 7,882 CQP and cash held by guarantor subsidiaries 246,991 — CCL Project 197,201 46,770 Cash held by our subsidiaries restricted to Cheniere 219 147,138 Other 57,534 34,932 Total current restricted cash $ 859,898 $ 503,397 Non-current restricted cash SPLNG debt service $ — $ 13,650 CCL Project 73,339 — Other 17,480 18,072 Total non-current restricted cash $ 90,819 $ 31,722 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts and Other Receivables | As of December 31, 2016 and 2015 , accounts and other receivables consisted of the following (in thousands): December 31, 2016 2015 Trade receivables SPL $ 87,555 $ — Cheniere Marketing 120,751 — SPLNG 396 — Other accounts receivable 9,223 5,749 Total accounts and other receivables $ 217,925 $ 5,749 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2016 and 2015 , inventory consisted of the following (in thousands): December 31, 2016 2015 Natural gas $ 14,755 $ 5,724 LNG 50,318 5,148 LNG in-transit 57,822 — Materials and other 37,266 7,253 Total inventory $ 160,161 $ 18,125 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 LNG terminal costs LNG terminal $ 7,973,741 $ 2,487,759 LNG terminal construction-in-process 12,995,056 13,875,204 LNG site and related costs, net 40,951 33,512 Accumulated depreciation (554,672 ) (413,545 ) Total LNG terminal costs, net 20,455,076 15,982,930 Fixed assets and other Computer and office equipment 12,513 12,153 Furniture and fixtures 17,393 17,101 Computer software 85,164 69,340 Leasehold improvements 47,129 40,136 Land 60,582 60,612 Other 21,960 49,376 Accumulated depreciation (64,523 ) (37,741 ) Total fixed assets and other, net 180,218 210,977 Property, plant and equipment, net $ 20,635,294 $ 16,193,907 |
Property, Plant and Equipment, Estimated Useful Lives | The identifiable components of the Sabine Pass LNG terminal with similar estimated useful lives have a depreciable range between 6 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 30 Sendout pumps 20 Liquefaction processing equipment 6-50 Other 15-30 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Assets and Liabilities | The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of December 31, 2016 and 2015 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets. Fair Value Measurements as of December 31, 2016 December 31, 2015 Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs Total SPL Interest Rate Derivatives liability $ — $ (6,224 ) $ — $ (6,224 ) $ — $ (8,740 ) $ — $ (8,740 ) CQP Interest Rate Derivatives asset — 13,108 — 13,108 — — — — CCH Interest Rate Derivatives liability — (86,488 ) — (86,488 ) — (104,999 ) — (104,999 ) Liquefaction Supply Derivatives asset (liability) (4,483 ) (1,474 ) 79,022 73,065 — (25 ) 32,492 32,467 LNG Trading Derivatives asset (liability) 2,512 (5,309 ) — (2,797 ) — 1,053 — 1,053 Natural Gas Derivatives liability — — — — — (66 ) — (66 ) FX Derivatives asset — 168 — 168 — — — — |
Fair Value Inputs, Assets, Quantitative Information | The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of December 31, 2016 : Net Fair Value Asset (in thousands) Valuation Technique Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $79,022 Income Approach Basis Spread $(0.260) - $(0.003) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table (in thousands) shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the years ended December 31, 2016 and 2015 : Year Ended December 31, 2016 2015 Balance, beginning of period $ 32,492 $ 342 Realized and mark-to-market gains: Included in cost of sales (1) 48,218 32,150 Purchases and settlements: Purchases 538 — Settlements (1) (2,226 ) — Transfers out of Level 3 — — Balance, end of period $ 79,022 $ 32,492 Change in unrealized gains relating to instruments still held at end of period $ 48,938 $ 32,150 (1) Does not include the decrease in fair value of $0.7 million related to the realized gains capitalized during the year ended December 31, 2016 . |
Derivative Net Presentation on Consolidated Balance Sheets | The following table (in thousands) shows the fair value of our derivatives outstanding on a gross and net basis: Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets Offsetting Derivative Assets (Liabilities) As of December 31, 2016 SPL Interest Rate Derivatives $ (6,229 ) $ 5 $ (6,224 ) CQP Interest Rate Derivatives 16,073 — 16,073 CQP Interest Rate Derivatives (3,020 ) 55 (2,965 ) CCH Interest Rate Derivatives (95,923 ) 9,435 (86,488 ) Liquefaction Supply Derivatives 82,116 (1,793 ) 80,323 Liquefaction Supply Derivatives (11,078 ) 3,820 (7,258 ) LNG Trading Derivatives 21,363 (14,892 ) 6,471 LNG Trading Derivatives (17,049 ) 7,781 (9,268 ) FX Derivatives 5,112 (1,368 ) 3,744 FX Derivatives (3,625 ) 49 (3,576 ) As of December 31, 2015 SPL Interest Rate Derivatives $ (8,740 ) $ — $ (8,740 ) CCH Interest Rate Derivatives (104,999 ) — (104,999 ) 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 ) Natural Gas Derivatives 188 (254 ) (66 ) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of December 31, 2016 , 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 CQP Interest Rate Derivatives $225.0 million $1.3 billion March 22, 2016 February 29, 2020 1.19% 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 our Interest Rate Derivatives on our Consolidated Balance Sheets: December 31, 2016 December 31, 2015 SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total SPL Interest Rate Derivatives CQP Interest Rate Derivatives CCH Interest Rate Derivatives Total Balance Sheet Location Non-current derivative assets $ — $ 16,073 $ — $ 16,073 $ — $ — $ — $ — Derivative liabilities (4,223 ) (2,965 ) (43,383 ) (50,571 ) (5,940 ) — (28,559 ) (34,499 ) Non-current derivative liabilities (2,001 ) — (43,105 ) (45,106 ) (2,800 ) — (76,440 ) (79,240 ) Total derivative liabilities (6,224 ) (2,965 ) (86,488 ) (95,677 ) (8,740 ) — (104,999 ) (113,739 ) Derivative asset (liability), net $ (6,224 ) $ 13,108 $ (86,488 ) $ (79,604 ) $ (8,740 ) $ — $ (104,999 ) $ (113,739 ) |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative loss, net on our Consolidated Statements of Operations during the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, 2016 2015 2014 SPL Interest Rate Derivatives loss $ (5,934 ) $ (41,722 ) $ (119,401 ) CQP Interest Rate Derivatives gain 11,478 — — CCH Interest Rate Derivatives loss (15,571 ) (161,917 ) — |
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, 2016 December 31, 2015 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Natural Gas Derivatives Total Liquefaction Supply Derivatives LNG Trading Derivatives (2) Natural Gas Derivatives (3) Total Balance Sheet Location Derivative assets $ 13,535 $ 6,471 $ — $ 20,006 $ 2,737 $ 640 $ — $ 3,377 Non-current derivative assets 66,788 — — 66,788 30,304 583 — 30,887 Total derivative assets 80,323 6,471 — 86,794 33,041 1,223 — 34,264 Derivative liabilities (7,258 ) (9,268 ) — (16,526 ) (490 ) (107 ) (66 ) (663 ) Non-current derivative liabilities — — — — (84 ) (63 ) — (147 ) Total derivative liabilities (7,258 ) (9,268 ) — (16,526 ) (574 ) (170 ) (66 ) (810 ) Derivative asset (liabilities), net $ 73,065 $ (2,797 ) $ — $ 70,268 $ 32,467 $ 1,053 $ (66 ) $ 33,454 (1) Does not include collateral of $6.0 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2016 . (2) Does not include collateral of $10.4 million and $11.0 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2016 and 2015 , respectively. (3) Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015 . |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value, settlements and location of our Commodity Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, Statement of Operations Location (1) 2016 2015 2014 Liquefaction Supply Derivatives loss LNG revenues (losses) $ (8 ) $ — $ — Liquefaction Supply Derivatives gain (2) Cost (cost recovery) of sales (42,172 ) (32,503 ) (342 ) LNG Trading Derivatives gain (loss) LNG revenues (losses) (3,580 ) 1,053 — Natural Gas Derivatives loss LNG revenues (losses) (5 ) (407 ) (1,298 ) Natural Gas Derivatives gain Operating and maintenance expense (174 ) (2,065 ) (1,389 ) (1) Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument. (2) Does not include the realized value associated with derivative instruments that settle through physical delivery. |
FX 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 FX Derivatives on our Consolidated Balance Sheets: Fair Value Measurements as of Balance Sheet Location December 31, 2016 December 31, 2015 FX Derivatives Derivative assets $ 3,744 $ — FX Derivatives Derivative liabilities (3,576 ) — |
Derivative Instruments, Gain (Loss) | The following table (in thousands) shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, Statement of Operations Location 2016 2015 2014 FX Derivatives gain LNG revenues (losses) $ 118 $ — $ — FX Derivatives loss Derivative loss, net (103 ) — — FX Derivatives loss Other income (expense) (509 ) — — |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of December 31, 2016 and 2015 , other non-current assets consisted of the following (in thousands): December 31, 2016 2015 Advances made under EPC and non-EPC contracts $ 69,207 $ 83,579 Advances made to municipalities for water system enhancements 98,903 89,953 Advances and other asset conveyances to third parties to support LNG terminals 52,674 41,610 Tax-related payments and receivables 31,181 31,712 Equity method investments 10,097 20,295 Cost method investments 4,994 — Other 35,019 47,306 Total other non-current assets, net $ 302,075 $ 314,455 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2016 and 2015 , accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Interest costs and related debt fees $ 273,053 $ 159,968 Compensation and benefits 55,980 99,511 LNG terminals and related pipeline costs 283,820 149,677 Other accrued liabilities 24,244 18,043 Total accrued liabilities $ 637,097 $ 427,199 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of December 31, 2016 and 2015, our debt consisted of the following (in thousands): December 31, 2016 2015 Long-term debt: SPLNG 6.50% Senior Secured Notes due 2020 (“2020 SPLNG Senior Notes”) $ — $ 420,000 SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $7,181 and $8,718 2,007,181 2,008,718 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000,000 1,000,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5,657 and $6,392 1,505,657 1,506,392 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000,000 2,000,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000,000 2,000,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500,000 — 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500,000 — 2015 SPL Credit Facilities 314,000 845,000 CTPL $400.0 million Term Loan Facility (“CTPL Term Loan”), net of unamortized discount of zero and $1,429 — 398,571 Cheniere Partners 2016 CQP Credit Facilities 2,560,000 — CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250,000 — 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000 — 2015 CCH Credit Facility 2,380,788 2,713,000 CCH HoldCo II 11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,171,008 1,050,588 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $146,467 and $174,095 959,577 879,938 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $316,875 and $319,062 308,125 305,938 Unamortized debt issuance costs (1) (268,804 ) (207,718 ) Total long-term debt, net 21,687,532 14,920,427 Current debt: 7.50% Senior Secured Notes due 2016 (“2016 SPLNG Senior Notes”), net of unamortized discount of zero and $4,303 — 1,661,197 $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) 223,500 15,000 $350 million CCH Working Capital Facility (“CCH Working Capital Facility”) — — Cheniere Marketing trade finance facilities 23,967 — Unamortized debt issuance costs (1) — (2,818 ) Total current debt, net 247,467 1,673,379 Total debt, net $ 21,934,999 $ 16,593,806 (1) Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $207.7 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015 . |
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2016 (in thousands): Years Ending December 31, Principal Payments 2017 $ 247,467 2018 — 2019 — 2020 2,874,000 2021 5,486,831 Thereafter 14,046,008 Total $ 22,654,306 |
Schedule of Line of Credit Facilities | Below is a summary of our credit facilities outstanding as of December 31, 2016 (in thousands): 2015 SPL Credit Facilities SPL Working Capital Facility 2016 CQP Credit Facilities 2015 CCH Credit Facility CCH Working Capital Facility Original facility size $ 4,600,000 $ 1,200,000 $ 2,800,000 $ 8,403,714 $ 350,000 Outstanding balance 314,000 223,500 2,560,000 2,380,788 — Commitments prepaid or terminated 2,643,867 — — 2,420,212 — Letters of credit issued — 323,677 45,000 — — Available commitment $ 1,642,133 $ 652,823 $ 195,000 $ 3,602,714 $ 350,000 Interest rate LIBOR plus 1.30% - 1.75% or base rate plus 1.75% LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 2.25% or base rate plus 1.25% (1) LIBOR plus 2.25% or base rate plus 1.25% (2) LIBOR plus 1.50% - 2.0% or base rate plus 0.50% - 1.00% Maturity date Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date December 31, 2020, with various terms for underlying loans February 25, 2020, with principals due quarterly commencing on February 19, 2019 Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date December 14, 2021, with various terms for underlying loans (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. (2) There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the CCL Project . |
Schedule of Convertible Debt | Below is a summary of our convertible notes outstanding as of December 31, 2016 (in thousands): 2021 Cheniere Convertible Unsecured Notes 2025 CCH HoldCo II Convertible Senior Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000,000 $ 1,000,000 $ 625,000 Debt component, net of discount $ 959,577 $ 1,171,008 $ 308,125 Equity component $ 204,529 $ — $ 194,082 Maturity date May 28, 2021 March 1, 2025 March 15, 2045 Contractual interest rate 4.875 % 11.0 % 4.25 % Effective interest rate 8.3 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (1) 4.4 years 3.8 years 28.2 years (1) We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes , which are amortized through the date they are first convertible by holders into our common stock. |
Schedule of Interest Expense | Total interest expense, including interest expense related to our convertible notes, consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Interest cost on convertible notes: Interest per contractual rate $ 201,752 $ 145,848 $ 4,469 Amortization of debt discount 31,310 28,347 2,328 Amortization of debt issuance costs 5,240 2,989 4 Total interest cost related to convertible notes 238,302 177,184 6,801 Interest cost on debt excluding convertible notes 1,062,887 820,309 580,235 Total interest cost 1,301,189 997,493 587,036 Capitalized interest (812,799 ) (675,410 ) (405,800 ) Total interest expense, net $ 488,390 $ 322,083 $ 181,236 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table (in thousands) shows the carrying amount and estimated fair value of our debt: December 31, 2016 December 31, 2015 Carrying Estimated Carrying Estimated Senior Notes, net of premium or discount (1) $ 14,262,838 $ 15,210,299 $ 10,596,307 $ 9,525,809 CTPL Term Loan, net of discount (2) — — 398,571 400,000 Credit facilities (2) (3) 5,502,255 5,502,255 3,573,000 3,573,000 2021 Cheniere Convertible Unsecured Notes, net of discount (4) 959,577 983,384 879,938 825,413 2025 CCH HoldCo II Convertible Senior Notes (4) 1,171,008 1,327,818 1,050,588 914,363 2045 Cheniere Convertible Senior Notes, net of discount (5) 308,125 375,250 305,938 331,919 (1) Includes 2016 SPLNG Senior Notes , 2020 SPLNG Senior Notes , SPL Senior Notes and CCH Senior Notes (collectively, the “Senior Notes”) . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the Senior Notes and other similar instruments. (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) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility , 2016 CQP Credit Facilities , 2015 CCH Credit Facility , CCH Working Capital Facility and Cheniere Marketing trade finance facilities . (4) 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. (5) 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 (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Provision) | Income tax benefit (provision) included in our reported net loss consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State — — — Foreign (54 ) (1,970 ) (4,143 ) Total current (54 ) (1,970 ) (4,143 ) Deferred: Federal — — — State — — — Foreign (1,854 ) 2,066 — Total deferred (1,854 ) 2,066 — Total income tax benefit (provision) $ (1,908 ) $ 96 $ (4,143 ) |
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, 2016 2015 2014 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Non-controlling interest (2.1 )% (2.3 )% (4.8 )% State tax rate 1.8 % 1.9 % 4.3 % Uncertain tax position — % — % (12.5 )% Net impact of non-U.S. taxes (1.2 )% (1.3 )% (2.0 )% Valuation allowance (27.5 )% (30.1 )% (19.8 )% Nondeductible interest expense (6.6 )% (2.6 )% — % Other 0.3 % (0.5 )% (0.6 )% Effective tax rate as reported (0.3 )% 0.1 % (0.4 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets Net operating loss carryforwards and credits Federal and foreign $ 1,060,026 $ 862,218 State 183,153 166,321 Book deferred gain 77,182 77,182 Share-based compensation expense 52,727 71,693 Property, plant and equipment — 12,957 Derivative instruments 46,754 54,052 Long-term debt 17,676 8,725 Other 13,511 5,641 Less: valuation allowance (1,251,959 ) (1,070,309 ) Total deferred tax assets 199,070 188,480 Deferred tax liabilities Investment in limited partnership (76,265 ) (57,466 ) Convertible debt (118,341 ) (128,948 ) Property, plant and equipment (4,464 ) — Total deferred tax liabilities (199,070 ) (186,414 ) Net deferred tax assets $ — $ 2,066 |
Summary of Income Tax Contingencies | Changes in the balance of unrecognized tax benefits are as follows (in thousands): Year Ended December 31, 2016 2015 Balance at beginning of the year $ 103,640 $ 104,491 Additions based on tax positions related to current year — — Additions for tax positions of prior years — — Reductions for tax positions of prior years (728 ) (851 ) Settlements — — Balance at end of the year $ 102,912 $ 103,640 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense, Net | Total share-based compensation expense consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Total share-based compensation $ 116,835 $ 195,308 $ 110,229 Capitalized share-based compensation (16,312 ) (22,912 ) (8,226 ) Total share-based compensation expense $ 100,523 $ 172,396 $ 102,003 |
Schedule of Non-vested Restricted Stock Activity | The table below provides a summary of our restricted stock outstanding as of December 31, 2016 and changes during the year ended December 31, 2016 (in thousands, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2016 7,536 $ 22.80 Granted 273 34.41 Vested (1,701 ) 21.37 Forfeited (457 ) 23.00 Non-vested at December 31, 2016 5,651 $ 24.12 |
Schedule of Share-based Compensation, Stock Options, Activity | The table below provides a summary of our options outstanding as of December 31, 2016 and changes during the year ended December 31, 2016 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Outstanding at January 1, 2016 27 $ 39.88 0.27 $ — Granted — — Exercised (2 ) 33.39 Forfeited or Expired (25 ) 40.27 Outstanding at December 31, 2016 — $ — — $ — Exercisable at December 31, 2016 — $ — — $ — |
Net Loss Per Share Attributab43
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2016, 2015 and 2014 : Year Ended December 31, 2016 2015 2014 Weighted average common shares outstanding: Basic 228,768 226,903 224,338 Dilutive common stock options and unvested stock — — — Diluted 228,768 226,903 224,338 Basic and diluted net loss per share attributable to common stockholders $ (2.67 ) $ (4.30 ) $ (2.44 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Stock options and unvested stock (1) 621 2,134 5,063 Convertible Notes (2) 16,328 15,773 10,727 Total dilutive common shares 16,949 17,907 15,790 (1) Does not include 5.0 million shares, 5.4 million shares and 5.5 million shares for the years ended December 31, 2016, 2015 and 2014 , respectively, of unvested stock because the performance conditions had not yet been satisfied as of December 31, 2016, 2015 and 2014, respectively. (2) Includes shares in aggregate issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes . There were no shares included in the computation of diluted net loss per share for the 2025 CCH HoldCo II Convertible Senior Notes because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of December 31, 2016 . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 (1) 2017 $ 129,000 2018 106,519 2019 102,451 2020 83,418 2021 21,651 Thereafter 96,814 Total $ 539,853 (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 2017 $ — 2018 4,980 2019 9,960 2020 9,988 2021 9,960 Thereafter 164,426 Total $ 199,314 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , our 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) 2017 $ 1,611,296 2018 1,192,791 2019 1,029,621 2020 1,069,222 2021 917,113 Thereafter 2,406,125 Total $ 8,226,168 (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, 2016 . |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table (in thousands) summarizes revenues (losses) and income (loss) from operations for each of our reporting segments: Segments LNG Terminal LNG & Natural Gas Marketing Corporate and Other (1) Total Consolidation Year Ended December 31, 2016 Revenues (losses) from external customers $ 803,480 $ 520,645 $ (40,958 ) $ 1,283,167 Intersegment revenues (losses) (2) 294,889 37,970 (332,859 ) — Depreciation and amortization expense 149,690 1,386 22,966 174,042 Income (loss) from operations (3) 237,432 31,012 (297,811 ) (29,367 ) Interest expense, net of capitalized interest (384,605 ) — (103,785 ) (488,390 ) Income (loss) before income taxes and non-controlling interest (4) (268,955 ) 35,406 (429,336 ) (662,885 ) Share-based compensation 25,364 24,772 66,699 116,835 Expenditures for additions to long-lived assets 4,623,438 2,714 (1,136 ) 4,625,016 Year Ended December 31, 2015 Revenues from external customers $ 269,281 $ 66 $ 1,538 $ 270,885 Intersegment revenues (losses) (2) 2,225 29,373 (31,598 ) — Depreciation and amortization expense 65,137 1,071 16,472 82,680 Loss from operations (3) (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 Expenditures for additions to long-lived assets 6,984,152 2,731 97,216 7,084,099 Year Ended December 31, 2014 Revenues (losses) from external customers $ 267,606 $ (1,285 ) $ 1,633 $ 267,954 Intersegment revenues (losses) (2) (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 Expenditures for additions to long-lived assets 2,684,045 1,888 161,882 2,847,815 (1) Includes corporate activities, business development, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column. Also includes $338.2 million for the year ended December 31, 2016 of Cheniere Marketing’s LNG revenues, which is eliminated in consolidation. (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) Includes restructuring expense of $44.4 million and $60.8 million for the years ended December 31, 2016 and 2015 , respectively, in the corporate and other column and $17.0 million and zero for the years ended December 31, 2016 and 2015 , respectively, in the LNG and natural gas marketing segment. (4) Items to reconcile income (loss) from operations and income (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. The following table (in thousands) shows total assets for each of our reporting segments: December 31, 2016 2015 LNG Terminal $ 22,420,568 $ 17,363,750 LNG & Natural Gas Marketing 731,023 550,896 Corporate and Other 551,146 894,407 Total Consolidation $ 23,702,737 $ 18,809,053 |
Supplemental Cash Flow Inform47
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table (in thousands) provides supplemental disclosure of cash flow information: Year Ended December 31, 2016 2015 2014 Cash paid during the period for interest, net of amounts capitalized $ 66,436 $ 122,860 $ 130,578 Non-cash conveyance of assets — 13,169 — |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards, Not Yet Adopted | The following table provides a brief description of recent accounting standards that had not been adopted by the Company as of December 31, 2016 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”). January 1, 2018 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The FASB has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Consolidated Financial Statements. Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters 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 The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition. ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting This standard primarily requires the recognition of excess tax benefits for share-based awards in the statement of operations and the classification of excess tax benefits as an operating activity within the statement of cash flows. The guidance also allows an entity to elect to account for forfeitures when they occur. This guidance may be early adopted, but all of the guidance must be adopted in the same period. January 1, 2017 The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures. ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This guidance may be early adopted beginning January 1, 2017, and must be adopted prospectively. January 1, 2017 The adoption of this guidance will not have a material impact on our Consolidated Financial Statements or related disclosures. |
Recent Accounting Standards, Adopted | Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis These amendments primarily affect 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 did not have a material 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 These standards require 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 these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See Note 12—Debt for additional disclosures. 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 did not have an impact on our Consolidated Financial Statements or 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 This 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 did not have an impact on our Consolidated Financial Statements or related disclosures. Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) This standard requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented. December 31, 2016 As a result of adopting this standard, our Consolidated Statements of Cash Flows now reconciles the balance of total cash, cash equivalents and restricted cash from the beginning of the period to the end of the period. This resulted in changes to previously reported cash flows from operating, investing and financing activities. ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard narrows the accounting definition of a business and clarifies that when substantially all of the fair value of an integrated set of assets and activities is concentrated in a single asset or a group of similar assets, the integrated set of assets and activities is not a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This guidance may be early adopted and must be adopted prospectively. December 31, 2016 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Summarized Quarterly Financia49
Summarized Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016: Revenues $ 69,081 $ 176,827 $ 465,673 $ 571,586 Income (loss) from operations (90,559 ) (76,454 ) 15,276 122,370 Net income (loss) (348,974 ) (334,944 ) (130,416 ) 149,541 Net income (loss) attributable to common stockholders (320,838 ) (298,418 ) (100,442 ) 109,707 Net income (loss) per share attributable to common stockholders—basic and diluted (1) (1.41 ) (1.31 ) (0.44 ) 0.48 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 ) (1) The sum of the quarterly net income (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 Financia50
Schedule I—Condensed Financial Information of Registrant (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table (in thousands) provides supplemental disclosure of cash flow information: Year Ended December 31, 2016 2015 2014 Cash paid during the period for interest, net of amounts capitalized $ 66,436 $ 122,860 $ 130,578 Non-cash conveyance of assets — 13,169 — |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Balance Sheets | CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in thousands) December 31, 2016 2015 ASSETS Cash and cash equivalents $ — $ — Current assets 287 132 Non-current restricted cash 6,575 6,572 Property, plant and equipment, net 14,987 8,899 Debt receivable—affiliates — 843,629 Investments in affiliates (145,252 ) (426,420 ) Other non-current assets 115 — Total assets $ (123,288 ) $ 432,812 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities $ 8,184 $ 8,051 Current debt—affiliate — 143,580 Long-term debt, net 1,264,953 1,183,031 Stockholders’ deficit (1,396,425 ) (901,850 ) Total liabilities and equity $ (123,288 ) $ 432,812 |
Condensed Statements of Operations | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2016 2015 2014 Operating costs and expenses General and administrative expense (recovery) $ 5,741 $ (356 ) $ 10,597 Depreciation expense 107 58 — Total operating costs and expenses (recovery) 5,848 (298 ) 10,597 Other income (expense) Interest expense, net (103,784 ) (93,116 ) (4,205 ) Interest expense, net—affiliates (7,314 ) (9,137 ) (9,137 ) Interest income 3 3 3 Interest income—affiliates 24,211 34,213 34,213 Equity loss of affiliates (517,259 ) (907,370 ) (558,209 ) Total other expense (604,143 ) (975,407 ) (537,335 ) Net loss attributable to common stockholders $ (609,991 ) $ (975,109 ) $ (547,932 ) |
Condensed Statements of Cash Flows | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2016 2015 2014 Net cash used in operating activities $ (101,345 ) $ (176,068 ) $ (180,990 ) Cash flows from investing activities Investments in affiliates 201,750 (181,471 ) (869,842 ) Net cash provided by (used in) investing activities 201,750 (181,471 ) (869,842 ) Cash flows from financing activities Proceeds from issuance of debt — 500,000 1,000,000 Debt issuance and deferred financing costs — (4,129 ) (516 ) Proceeds from sale of common shares by Cheniere Holdings — — 228,781 Distribution and dividends to non-controlling interest (80,055 ) (80,235 ) (79,517 ) Proceeds from exercise of stock options 50 2,279 10,805 Payments related to tax withholdings for share-based compensation (20,397 ) (61,175 ) (112,323 ) Other — 1,524 3,605 Net cash provided by (used in) financing activities (100,402 ) 358,264 1,050,835 Net increase in cash, cash equivalents and restricted cash 3 725 3 Cash, cash equivalents and restricted cash—beginning of period 6,572 5,847 5,844 Cash, cash equivalents and restricted cash—end of period $ 6,575 $ 6,572 $ 5,847 Balances per Condensed Balance Sheets: December 31 2016 2015 2014 Cash and cash equivalents $ — $ — $ — Non-current restricted cash 6,575 6,572 5,847 Total cash, cash equivalents and restricted cash $ 6,575 $ 6,572 $ 5,847 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2016 2015 2014 Non-cash capital contributions (1) $ (517,259 ) $ (907,370 ) $ (558,209 ) Non-cash capital contribution from subsidiaries for forgiveness of debt 150,895 — — Non-cash capital distribution to subsidiaries for forgiveness of debt (867,840 ) — — Issuance of stock to acquire additional interest in Cheniere Holdings 93,575 — — (1) Amounts represent equity losses of affiliates. |
Organization and Nature of Op51
Organization and Nature of Operations (Details) | 12 Months Ended | |
Dec. 31, 2016amiitemmilliontonnes / yrbcf / dBcfeunittrainsm³ | Dec. 31, 2015 | |
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 Liquefaction LNG Trains | trains | 6 | |
Train Nominal Capacity | milliontonnes / yr | 4.5 | |
Number Of LNG Storage Tanks | 5 | |
Storage Capacity | Bcfe | 16.9 | |
Number of marine berths | 2 | |
Volume Of Vessel | m³ | 266,000 | |
Regasification Capacity | bcf / d | 4 | |
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 Liquefaction LNG Trains | trains | 3 | |
Train Nominal Capacity | milliontonnes / yr | 13.5 | |
Number Of LNG Storage Tanks | 3 | |
Storage Capacity | Bcfe | 10.1 | |
Number of marine berths | 2 | |
Volume Of Vessel | m³ | 266,000 | |
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 Liquefaction LNG Trains | trains | 2 | |
Number Of LNG Storage Tanks | 2 | |
Number of marine berths | 1 | |
Corpus Christi LNG Terminal [Member] | Stage 2 [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number of Liquefaction LNG Trains | trains | 1 | |
Number Of LNG Storage Tanks | 1 | |
Corpus Christi Pipeline [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Length Of Natural Gas Pipeline | mi | 23 | |
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 | 82.60% | 80.10% |
Corpus Christi Stage III entities [Member] | Corpus Christi LNG Terminal [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number Of LNG Storage Tanks | 1 | |
Cheniere Holdings [Member] | Cheniere Partners [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Limited Partner ownership percentage | 55.90% |
Summary of Significant Accoun52
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)customeritem | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
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 resulting from bad debt expense | $ 0 | $ 36,200,000 | $ 0 |
Non-cash LNG inventory write-downs | 0 | 17,537,000 | 24,461,000 |
Impairments related to property, plant and equipment | 0 | ||
Derivative instruments designated as cash flow hedges | 0 | 0 | $ 0 |
Goodwill, Impairment Loss | 0 | 0 | |
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 | ||
Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Number Of Significant Customers | customer | 1 | ||
LNG terminal [Member] | Customer Concentration Risk [Member] | LNG Revenues [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 50.00% | ||
Corporate and Other Consolidating Items [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairments related to property, plant and equipment | $ 10,100,000 | $ 55,100,000 | |
Maximum [Member] | Sabine Pass LNG Terminal [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Property lease term | 90 years | ||
SPL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number Of Fixed Price Contracts | item | 6 | ||
Sale And Purchase Agreement Term Of Agreement | 20 years | ||
Sale And Purchase Agreement Number Of Unaffiliated Counterparties | customer | 6 | ||
CCL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number Of Fixed Price Contracts | item | 8 | ||
Sale And Purchase Agreement Term Of Agreement | 20 years | ||
Sale And Purchase Agreement Number Of Unaffiliated Counterparties | customer | 7 | ||
SPLNG [Member] | Customer Concentration Risk [Member] | TUA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Number Of Significant Customers | customer | 2 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) | Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 859,898,000 | $ 503,397,000 | $ 481,737,000 | |
Non-current restricted cash | 90,819,000 | 31,722,000 | $ 550,811,000 | |
SPLNG debt service and interest payment [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 0 | 77,415,000 | ||
SPL Project [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 357,953,000 | 189,260,000 | ||
CTPL construction and interest payment [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 0 | 7,882,000 | ||
CQP And Cash Held By Guarantor Subsidiaries [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 246,991,000 | 0 | ||
CCL Project [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 197,201,000 | 46,770,000 | ||
Non-current restricted cash | 73,339,000 | 0 | ||
Cash held by our subsidiaries restricted to Cheniere [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 219,000 | 147,138,000 | ||
Other [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 57,534,000 | 34,932,000 | ||
Non-current restricted cash | 17,480,000 | 18,072,000 | ||
SPLNG debt service [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Non-current restricted cash | $ 0 | $ 13,650,000 | ||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,800,000,000 |
Accounts and Other Receivable54
Accounts and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts and Other Receivables [Line Items] | ||
Other accounts receivable | $ 9,223 | $ 5,749 |
Total accounts and other receivables | 217,925 | 5,749 |
SPL [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivable | 87,555 | 0 |
Cheniere Marketing [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivable | 120,751 | 0 |
SPLNG [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivable | $ 396 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Inventory | $ 160,161 | $ 18,125 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Inventory | 14,755 | 5,724 |
LNG [Member] | ||
Inventory [Line Items] | ||
Inventory | 50,318 | 5,148 |
LNG in-transit [Member] | ||
Inventory [Line Items] | ||
Inventory | 57,822 | 0 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 37,266 | $ 7,253 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 20,635,294 | $ 16,193,907 | |
Depreciation expense | 172,600 | 82,400 | $ 64,200 |
Property, plant and equipment, reduction for testing costs recovered | 214,300 | ||
LNG terminal costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (554,672) | (413,545) | |
Property, plant and equipment, net | 20,455,076 | 15,982,930 | |
LNG terminal [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,973,741 | 2,487,759 | |
LNG terminal construction-in-process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 12,995,056 | 13,875,204 | |
LNG site and related costs, net [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 40,951 | 33,512 | |
Fixed assets and other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (64,523) | (37,741) | |
Property, plant and equipment, net | 180,218 | 210,977 | |
Computer and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 12,513 | 12,153 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 17,393 | 17,101 | |
Computer software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 85,164 | 69,340 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 47,129 | 40,136 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 60,582 | 60,612 | |
Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 21,960 | $ 49,376 |
Property, Plant and Equipment57
Property, Plant and Equipment - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
LNG terminal costs [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 6 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 [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 |
Liquefaction processing equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 6 years |
Liquefaction processing equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 50 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, $ in Millions | 1 Months Ended | 12 Months Ended | |
May 31, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)MMBTU | |
SPL Interest Rate Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | $ 20 | ||
SPL Interest Rate Derivatives [Member] | Maximum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | 628.8 | ||
CCH Interest Rate Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | 28.8 | ||
CCH Interest Rate Derivatives [Member] | Maximum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | $ 5,500 | ||
Physical Liquefaction Supply Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Nonmonetary Notional Amount | MMBTU | 1,111.4 | ||
Physical Liquefaction Supply Derivatives [Member] | Minimum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Term of Contract | 1 year | ||
Physical Liquefaction Supply Derivatives [Member] | Maximum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Term of Contract | 7 years | ||
Financial Liquefaction Supply Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Nonmonetary Notional Amount | MMBTU | 5.6 | ||
LNG Trading Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Nonmonetary Notional Amount | MMBTU | 0.2 | ||
SPL [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Energy Units Secured Through Long-Term Supply Contracts | MMBTU | 1,993.9 | ||
SPL [Member] | SPL Previous Credit Facilities [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Line of Credit Facility, Decrease, Net | $ 1,800 | ||
SPL [Member] | SPL Interest Rate Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Loss, Net | $ 34.7 | ||
CCH [Member] | CCH Interest Rate Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Term of Contract | 7 years | ||
Derivative, Cost of Hedge | $ 50.1 | ||
Cheniere Marketing [Member] | FX Derivatives [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | $ 10.8 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
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 | $ (6,224) | $ (8,740) |
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 | (6,224) | (8,740) |
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 |
CQP Interest Rate Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 13,108 | 0 |
CQP 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 |
CQP 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 | 13,108 | 0 |
CQP 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 | (86,488) | (104,999) |
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 | (86,488) | (104,999) |
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 |
Liquefaction Supply Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 73,065 | 32,467 |
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 | (4,483) | 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 | (1,474) | (25) |
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 | 79,022 | 32,492 |
LNG Trading Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (2,797) | 1,053 |
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 | 2,512 | 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 | (5,309) | 1,053 |
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 |
Natural Gas Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | (66) |
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 | 0 | (66) |
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 |
FX Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 168 | 0 |
FX 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 |
FX 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 | 168 | 0 |
FX 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 - Fair60
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Physical Liquefaction Supply Derivatives [Member] - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Net Fair Value Asset | $ 79,022,000 |
Valuation Technique | Income Approach |
Significant Unobservable Input | Basis Spread |
Minimum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Significant Unobservable Inputs Range | $ (0.260) |
Maximum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Significant Unobservable Inputs Range | $ (0.003) |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Level 3 Derivatives Activity (Details) - Physical Liquefaction Supply Derivatives [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | $ 32,492 | $ 342 | |
Realized and mark-to-market gains: | |||
Included in cost of sales | [1] | 48,218 | 32,150 |
Purchases and settlements: | |||
Purchases | 538 | 0 | |
Settlements | [1] | (2,226) | 0 |
Transfers out of Level 3 | 0 | 0 | |
Balance, end of period | 79,022 | 32,492 | |
Change in unrealized gains relating to instruments still held at end of period | 48,938 | $ 32,150 | |
Decrease in Fair Value Realized and Capitalized During Period | $ 700 | ||
[1] | Does not include the decrease in fair value of $0.7 million related to the realized gains capitalized during the year ended December 31, 2016. |
Derivative Instruments - Sche62
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
SPL Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 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 | $ 628.8 |
CQP Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 225 |
Effective Date | Mar. 22, 2016 |
Maturity Date | Feb. 29, 2020 |
Weighted Average Fixed Interest Rate Paid | 1.19% |
Variable Interest Rate Received | One-month LIBOR |
CQP Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 1,300 |
CCH Interest Rate Derivatives [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 28.8 |
Effective Date | May 20, 2015 |
Maturity Date | May 31, 2022 |
Weighted Average Fixed Interest Rate Paid | 2.29% |
Variable Interest Rate Received | One-month LIBOR |
CCH Interest Rate Derivatives [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Notional Amount | $ 5,500 |
Derivative Instruments - Fair63
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |||
Derivatives, Fair Value [Line Items] | |||||
Derivative assets | $ 23,750 | $ 3,416 | |||
Non-current derivative assets | 82,861 | 30,887 | |||
Derivative liabilities | (70,673) | (35,201) | |||
Non-current derivative liabilities | (45,106) | (79,387) | |||
Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (95,677) | (113,739) | |||
Derivative asset (liability), net | (79,604) | (113,739) | |||
Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 16,073 | 0 | |||
Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (50,571) | (34,499) | |||
Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (45,106) | (79,240) | |||
SPL Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (6,224) | (8,740) | |||
Derivative asset (liability), net | (6,224) | (8,740) | |||
SPL Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 0 | 0 | |||
SPL Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (4,223) | (5,940) | |||
SPL Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (2,001) | (2,800) | |||
CQP Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (2,965) | 0 | |||
Derivative asset (liability), net | 13,108 | 0 | |||
CQP Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 16,073 | 0 | |||
CQP Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (2,965) | 0 | |||
CQP Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | 0 | 0 | |||
CCH Interest Rate Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative liabilities | (86,488) | (104,999) | |||
Derivative asset (liability), net | (86,488) | (104,999) | |||
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 | (43,383) | (28,559) | |||
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | (43,105) | (76,440) | |||
Commodity Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | 86,794 | 34,264 | |||
Total derivative liabilities | (16,526) | (810) | |||
Derivative asset (liability), net | 70,268 | 33,454 | |||
Commodity Derivatives [Member] | Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative assets | 20,006 | 3,377 | |||
Commodity Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 66,788 | 30,887 | |||
Commodity Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (16,526) | (663) | |||
Commodity Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | 0 | (147) | |||
Liquefaction Supply Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | 80,323 | [1] | 33,041 | ||
Total derivative liabilities | (7,258) | [1] | (574) | ||
Derivative asset (liability), net | 73,065 | [1] | 32,467 | ||
Liquefaction Supply Derivatives [Member] | Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative assets | 13,535 | 2,737 | |||
Liquefaction Supply Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 66,788 | [1] | 30,304 | ||
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | (7,258) | [1] | (490) | ||
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | 0 | [1] | (84) | ||
Liquefaction Supply Derivatives [Member] | Other Current Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative, Collateral, Right to Reclaim Cash | 6,000 | ||||
LNG Trading Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | [2] | 6,471 | 1,223 | ||
Total derivative liabilities | [2] | (9,268) | (170) | ||
Derivative asset (liability), net | [2] | (2,797) | 1,053 | ||
LNG Trading Derivatives [Member] | Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative assets | [2] | 6,471 | 640 | ||
LNG Trading Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | [2] | 0 | 583 | ||
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | [2] | (9,268) | (107) | ||
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | [2] | 0 | (63) | ||
LNG Trading Derivatives [Member] | Other Current Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative, Collateral, Right to Reclaim Cash | 10,400 | 11,000 | |||
Natural Gas Derivatives [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Total derivative assets | 0 | 0 | [3] | ||
Total derivative liabilities | 0 | (66) | [3] | ||
Derivative asset (liability), net | 0 | (66) | [3] | ||
Natural Gas Derivatives [Member] | Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative assets | 0 | 0 | [3] | ||
Natural Gas Derivatives [Member] | Non-current Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative assets | 0 | 0 | [3] | ||
Natural Gas Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | 0 | (66) | [3] | ||
Natural Gas Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Non-current derivative liabilities | 0 | 0 | [3] | ||
Natural Gas Derivatives [Member] | Other Current Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative, Collateral, Right to Reclaim Cash | 5,500 | ||||
FX Derivatives [Member] | Derivative Assets [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative assets | 3,744 | 0 | |||
FX Derivatives [Member] | Derivative Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liabilities | $ (3,576) | $ 0 | |||
[1] | Does not include collateral of $6.0 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2016. | ||||
[2] | Does not include collateral of $10.4 million and $11.0 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2016 and 2015 | ||||
[3] | Does not include collateral of $5.5 million deposited for such contracts, which is included in other current assets in our Consolidated Balance Sheet as of December 31, 2015. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
SPL Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ (5,934) | $ (41,722) | $ (119,401) | |
CQP Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 11,478 | 0 | 0 | |
CCH Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | (15,571) | (161,917) | 0 | |
Liquefaction Supply Derivatives [Member] | LNG revenues (losses) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | (8) | 0 | 0 | |
Liquefaction Supply Derivatives [Member] | Cost (cost recovery) of sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | [1] | 42,172 | 32,503 | 342 |
LNG Trading Derivatives [Member] | LNG revenues (losses) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | (3,580) | 1,053 | 0 | |
Natural Gas Derivatives [Member] | LNG revenues (losses) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | (5) | (407) | (1,298) | |
Natural Gas Derivatives [Member] | Operating and maintenance expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 174 | 2,065 | 1,389 | |
FX Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | (103) | 0 | 0 | |
FX Derivatives [Member] | LNG revenues (losses) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | 118 | 0 | 0 | |
FX Derivatives [Member] | Other income (expense) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ (509) | $ 0 | $ 0 | |
[1] | Does not include the realized value associated with derivative instruments that settle through physical delivery. |
Derivative Instruments - Deri65
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
SPL Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | $ (6,229) | $ (8,740) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 5 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (6,224) | (8,740) |
CQP Interest Rate Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 16,073 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | 16,073 | |
CQP Interest Rate Derivative Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (3,020) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 55 | |
Derivative Assets (Liabilities), at Fair Value, Net | (2,965) | |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (95,923) | (104,999) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 9,435 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (86,488) | (104,999) |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 82,116 | 33,636 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (1,793) | (595) |
Derivative Assets (Liabilities), at Fair Value, Net | 80,323 | 33,041 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (11,078) | (574) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 3,820 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (7,258) | (574) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 21,363 | 1,922 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (14,892) | (699) |
Derivative Assets (Liabilities), at Fair Value, Net | 6,471 | 1,223 |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (17,049) | (2,826) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 7,781 | 2,656 |
Derivative Assets (Liabilities), at Fair Value, Net | (9,268) | (170) |
FX Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 5,112 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (1,368) | |
Derivative Assets (Liabilities), at Fair Value, Net | 3,744 | |
FX Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (3,625) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 49 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (3,576) | |
Natural Gas Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | 188 | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | (254) | |
Derivative Assets (Liabilities), at Fair Value, Net | $ (66) |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent [Abstract] | ||
Advances made under EPC and non-EPC contracts | $ 69,207 | $ 83,579 |
Advances made to municipalities for water system enhancements | 98,903 | 89,953 |
Advances and other asset conveyances to third parties to support LNG terminals | 52,674 | 41,610 |
Tax-related payments and receivables | 31,181 | 31,712 |
Equity method investments | 10,097 | 20,295 |
Cost method investments | 4,994 | 0 |
Other | 35,019 | 47,306 |
Other non-current assets, net | $ 302,075 | $ 314,455 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2012 | Dec. 31, 2015 | |
Cheniere Holdings [Member] | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 82.60% | 80.10% | |
Cheniere Holdings [Member] | Ownership Percentage of Outstanding Shares Required To Control Company [Member] | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 25.00% | ||
Cheniere Partners [Member] | |||
Variable Interest Entity [Line Items] | |||
General Partner ownership percentage | 100.00% | ||
Cheniere Partners [Member] | Class B Units [Member] | Director Appointment Entitlement Minimum [Member] | |||
Variable Interest Entity [Line Items] | |||
Limited Partner ownership percentage | 20.00% | ||
Limited Partners' Capital Account, Units Outstanding | 50 | ||
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] | Class B Units [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] | Blackstone CQP Holdco LP [Member] | Class B Units [Member] | |||
Variable Interest Entity [Line Items] | |||
Partners Capital Account, Units Sold In Private Placement | 100 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Cheniere Holdings [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 82.60% | 80.10% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 273,053 | $ 159,968 |
Compensation and benefits | 55,980 | 99,511 |
LNG terminals and related pipeline costs | 283,820 | 149,677 |
Other accrued liabilities | 24,244 | 18,043 |
Total accrued liabilities | $ 637,097 | $ 427,199 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 21,687,532,000 | $ 14,920,427,000 | |
Unamortized Debt Issuance Costs, Noncurrent | [1] | (268,804,000) | (207,718,000) |
Current debt, net | 247,467,000 | 1,673,379,000 | |
Unamortized Debt Issuance Costs, Current | [1] | 0 | (2,818,000) |
Total Debt, Net | 21,934,999,000 | 16,593,806,000 | |
Accounting Standards Update 2015-03 [Member] | Debt Issuance Costs, Net [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Issuance Costs, Noncurrent | (207,718,000) | ||
Unamortized Debt Issuance Costs, Current | (2,818,000) | ||
Accounting Standards Update 2015-03 [Member] | Long-term Debt, Net [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Issuance Costs, Noncurrent | 207,718,000 | ||
Accounting Standards Update 2015-03 [Member] | Current Debt, Net [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Issuance Costs, Current | 2,818,000 | ||
2020 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 0 | 420,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||
2021 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 2,007,181,000 | 2,008,718,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Debt Instrument, Unamortized Premium | $ 7,181,000 | 8,718,000 | |
2022 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,000,000,000 | 1,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||
2023 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,505,657,000 | 1,506,392,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Debt Instrument, Unamortized Premium | $ 5,657,000 | 6,392,000 | |
2024 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||
2025 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
2026 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,500,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||
2027 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,500,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
2015 SPL Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 314,000,000 | 845,000,000 | |
CTPL Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | 0 | 398,571,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | ||
Debt Instrument, Unamortized Discount | 0 | 1,429,000 | |
2016 CQP Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | 2,560,000,000 | 0 | |
2024 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,250,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||
2025 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,500,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||
2015 CCH Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 2,380,788,000 | 2,713,000,000 | |
2025 CCH Holdco II Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 1,171,008,000 | 1,050,588,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 959,577,000 | 879,938,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | ||
Debt Instrument, Unamortized Discount | $ 146,467,000 | 174,095,000 | |
2045 Cheniere Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, Net | $ 308,125,000 | 305,938,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Debt Instrument, Unamortized Discount | $ 316,875,000 | 319,062,000 | |
2016 SPLNG Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Current debt, net | $ 0 | 1,661,197,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||
Debt Instrument, Unamortized Discount | $ 0 | 4,303,000 | |
SPL Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current debt, net | 223,500,000 | 15,000,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | ||
CCH Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current debt, net | 0 | 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | 350,000,000 | ||
Cheniere Marketing Trade Finance Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Current debt, net | $ 23,967,000 | $ 0 | |
[1] | Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified $207.7 million and $2.8 million from debt issuance costs, net to long-term debt, net and current debt, net, respectively, as of December 31, 2015. |
Debt - Schedule of Maturities (
Debt - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 247,467 |
2,018 | 0 |
2,019 | 0 |
2,020 | 2,874,000 |
2,021 | 5,486,831 |
Thereafter | 14,046,008 |
Total | $ 22,654,306 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)Rate | May 31, 2016USD ($) | |
SPLNG [Member] | 2020 SPLNG Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 103.25% | |
SPL [Member] | SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument Fixed Charge Coverage Ratio Period | 12 months | |
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.25 | |
Debt Instrument, Redemption Price, Percentage | 100.00% | |
SPL [Member] | SPL Senior Notes - Excluding 2026 SPL Senior Notes and 2027 SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Make-Whole Price | 3 months | |
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 3 months | |
SPL [Member] | 2026 SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Make-Whole Price | 6 months | |
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 6 months | |
Debt Instrument Registration Period | 360 days | |
SPL [Member] | 2027 SPL Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Make-Whole Price | 6 months | |
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 6 months | |
Debt Instrument Registration Period | 360 days | |
CCH [Member] | CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Debt Instrument, Redemption Period, Minimum Number of Months Prior to Maturity Date, Redemption Price Equals Make-Whole Price | 6 months | |
Debt Instrument, Redemption Period, Maximum Number of Months Prior to Maturity Date, Redemption Price Equals Principal Amount | 6 months | |
Debt Instrument Registration Period | 360 days | |
CCH [Member] | 2024 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 1,250,000,000 | |
CCH [Member] | 2025 CCH Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 1,500,000,000 |
Debt - Credit Facilities Table
Debt - Credit Facilities Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 21,687,532 | $ 14,920,427 | |
Outstanding balance - current | 247,467 | 1,673,379 | |
2015 SPL Credit Facilities [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | 4,600,000 | ||
Outstanding balance | 314,000 | 845,000 | |
Commitments prepaid or terminated | 2,643,867 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 1,642,133 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | Earlier of December 31, 2020 or second anniversary of SPL Trains 1 through 5 completion date | ||
2015 SPL Credit Facilities [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
2015 SPL Credit Facilities [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | ||
2015 SPL Credit Facilities [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
SPL Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 1,200,000 | ||
Outstanding balance - current | 223,500 | 15,000 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 323,677 | ||
Available commitment | $ 652,823 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | December 31, 2020, with various terms for underlying loans | ||
SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
SPL Working Capital Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
2016 CQP Credit Facilities [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 2,800,000 | ||
Outstanding balance | 2,560,000 | 0 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 45,000 | ||
Available commitment | $ 195,000 | ||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | |
Debt Instrument, Maturity Date, Description | February 25, 2020, with principals due quarterly commencing on February 19, 2019 | ||
2016 CQP Credit Facilities [Member] | February 25, 2019 [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Increase | 0.50% | ||
2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | |
2016 CQP Credit Facilities [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | |
2015 CCH Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 8,403,714 | ||
Outstanding balance | 2,380,788 | 2,713,000 | |
Commitments prepaid or terminated | 2,420,212 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 3,602,714 | ||
Debt Instrument, Description of Variable Rate Basis | [2] | LIBOR or base rate | |
Debt Instrument, Maturity Date, Description | Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date | ||
2015 CCH Credit Facility [Member] | Completion Of First Two Trains [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Increase | 0.25% | ||
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [2] | 2.25% | |
2015 CCH Credit Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | [2] | 1.25% | |
CCH Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Original facility size | $ 350,000 | ||
Outstanding balance - current | 0 | $ 0 | |
Commitments prepaid or terminated | 0 | ||
Letters of credit issued | 0 | ||
Available commitment | $ 350,000 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Debt Instrument, Maturity Date, Description | December 14, 2021, with various terms for underlying loans | ||
CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
[1] | There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. | ||
[2] | There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the CCL Project. |
Debt - 2015 SPL Credit Faciliti
Debt - 2015 SPL Credit Facilities (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)Rate | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | |
Line of Credit Facility [Line Items] | ||||
Loss on early extinguishment of debt | $ 135,142 | $ 124,180 | $ 114,335 | |
2015 SPL Credit Facilities [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line Of Credit Facility, Original Borrowing Capacity | 4,600,000 | |||
Commitments prepaid or terminated | $ 2,643,867 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | |||
2015 SPL Credit Facilities [Member] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
2015 SPL Credit Facilities [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | |||
2015 SPL Credit Facilities [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
SPL [Member] | 2015 SPL Credit Facilities [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line Of Credit Facility, Original Borrowing Capacity | $ 4,600,000 | |||
Commitments prepaid or terminated | $ 2,643,867 | |||
Loss on early extinguishment of debt | $ 52,200 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate | |||
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] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
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] | 2015 SPL Credit Facilities [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | |||
SPL [Member] | 2015 SPL Credit Facilities [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Debt - SPL Working Capital Faci
Debt - SPL Working Capital Facility (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
SPL Working Capital Facility [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate |
SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
SPL Working Capital Facility [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
SPL [Member] | SPL Working Capital Facility [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate |
Letter of Credit Facility, Commitment Fee Percentage | 0.70% |
Line of Credit Facility Number of Business Days Notice Required for Repayment of Debt Without Penalty | 3 days |
SPL [Member] | SPL Working Capital Facility [Member] | Portion issued and not drawn [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 1.75% |
SPL [Member] | SPL Working Capital Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
SPL [Member] | SPL Working Capital Facility [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
SPL [Member] | SPL Working Capital Facility [Member] | Base Rate Determination Federal Funds Rate [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
SPL [Member] | SPL Working Capital Facility [Member] | Base Rate Determination LIBOR [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
SPL [Member] | SPL Working Capital Facility [Member] | Maximum [Member] | |
Line of Credit Facility [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] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility Permitted Increase | 390,000,000 |
SPL [Member] | SPL Letter of Credit [Member] | Drawn Portion [Member] | |
Line of Credit Facility [Line Items] | |
Long-term Line of Credit | $ 0 |
SPL [Member] | SPL Letter of Credit [Member] | Base Rate [Member] | Drawn Portion [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
SPL [Member] | SPL Working Capital Loan [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Annual Temporary Requirement, Balance, Outstanding Principal | $ 0 |
Line of Credit Facility, Annual Temporary Requirement, Period, Number of Consecutive Business Days | 5 days |
SPL [Member] | SPL Swing Line Loan [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Minimum Period For Termination Date, Number of Business Days | 3 days |
SPL [Member] | SPL Swing Line Loan [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Term | 15 days |
SPL [Member] | SPL LC Loan [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Term | 1 year |
Debt - 2016 CQP Credit Faciliti
Debt - 2016 CQP Credit Facilities (Details) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2016USD ($)Rate | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Line of Credit Facility [Line Items] | ||||||
Loss on early extinguishment of debt | $ 135,142,000 | $ 124,180,000 | $ 114,335,000 | |||
2016 CQP Credit Facilities [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | ||||
2016 CQP Credit Facilities [Member] | February 25, 2019 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Increase | 0.50% | |||||
2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | ||||
2016 CQP Credit Facilities [Member] | Base Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | ||||
CTPL Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,800,000,000 | |||||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate | |||||
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 73,100,000 | |||||
Loss on early extinguishment of debt | $ 19,600,000 | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 40.00% | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | February 25, 2019 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Increase | 0.50% | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Line Of Credit Facility, Number Of Months Period Within LIBOR Period Interest Due | 3 months | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Base Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Base Rate Determination Federal Funds Rate [Member] | Base Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Base Rate Determination LIBOR [Member] | Base Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 50.00% | |||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.15 | |||||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | Rate | 1.55 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - CTPL Tranche Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 450,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - SPLNG Tranche Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,100,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Debt Service Reserve Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Letter of Credit [Member] | Portion issued and not drawn [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 2.25% | |||||
Cheniere Partners [Member] | 2016 CQP Credit Facilities - Letter of Credit [Member] | Portion issued and not drawn [Member] | February 25, 2019 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Increase | 0.50% | |||||
Cheniere Partners [Member] | CTPL Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Repayments of Long-term Debt | $ 400,000,000 | |||||
Cheniere Partners [Member] | SPLNG Senior Notes [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Repayments of Long-term Debt | $ 2,100,000,000 | |||||
[1] | There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. |
Debt - 2015 CCH Credit Faciliti
Debt - 2015 CCH Credit Facilities (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)Rate | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Line of Credit Facility [Line Items] | ||||
Loss on early extinguishment of debt | $ 135,142 | $ 124,180 | $ 114,335 | |
2015 CCH Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Commitments prepaid or terminated | $ 2,420,212 | |||
Debt Instrument, Description of Variable Rate Basis | [1] | LIBOR or base rate | ||
2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 2.25% | ||
2015 CCH Credit Facility [Member] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | [1] | 1.25% | ||
CCH [Member] | 2015 CCH Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Commitments prepaid or terminated | $ 2,380,788 | |||
Loss on early extinguishment of debt | $ 63,300 | |||
Line of Credit Facility, Date of First Quarterly Payment, Number of Months Following Project Completion | 3 months | |||
Line Of Credit Facility Amortization Period | 19 years | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 40.00% | |||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | |||
CCH [Member] | 2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||
CCH [Member] | 2015 CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Completion Of First Two Trains [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
CCH [Member] | 2015 CCH Credit Facility [Member] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
CCH [Member] | 2015 CCH Credit Facility [Member] | Base Rate [Member] | Completion Of First Two Trains [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||
CCH [Member] | 2015 CCH Credit Facility [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | Rate | 1.55 | |||
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | |||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.25 | |||
[1] | There is a 0.25% step-up for both LIBOR and base rate loans following completion of the first two Trains of the CCL Project. |
Debt - CCH Working Capital Faci
Debt - CCH Working Capital Facility (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
CCH Working Capital Facility [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000,000 |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate |
CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
CCH [Member] | CCH Working Capital Facility [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000,000 |
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate |
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 8,000,000 |
CCH [Member] | CCH Working Capital Facility [Member] | Base Rate Determination Federal Funds Rate [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
CCH [Member] | CCH Working Capital Facility [Member] | Base Rate Determination LIBOR [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
CCH [Member] | CCH Working Capital Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
CCH [Member] | CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
CCH [Member] | CCH Working Capital Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
CCH [Member] | CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
CCH [Member] | Letter of Credit [Member] | Undrawn [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% |
CCH [Member] | Letter of Credit [Member] | Base Rate [Member] | Drawn Portion [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
CCH [Member] | CCH Revolving Loans [Member] | |
Line of Credit Facility [Line Items] | |
Line Of Credit Facility, Unused Capacity Commitment Fee, Percentage Of Margin On Undrawn Commitment | 40.00% |
Line of Credit Facility Number of Business Days Notice Required for Repayment of Debt Without Penalty | 3 days |
CCH [Member] | CCH LC Loan [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Term | 1 year |
CCH [Member] | CCH Swing Line Loan [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Minimum Period For Termination Date, Number of Business Days | 4 days |
CCH [Member] | CCH Swing Line Loan [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Term | 15 days |
CCH [Member] | CCH Working Capital Loan [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Annual Temporary Requirement, Balance, Outstanding Principal | $ 0 |
Line of Credit Facility, Annual Temporary Requirement, Period, Number of Consecutive Business Days | 5 days |
Debt - Convertible Notes Table
Debt - Convertible Notes Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 09, 2015 | Nov. 30, 2014 | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | $ 1,000,000 | ||||
Debt component, net of discount | 959,577 | $ 808,800 | |||
Equity component | $ 204,529 | $ 203,000 | $ 191,200 | ||
Maturity date | May 28, 2021 | ||||
Contractual interest rate | 4.875% | ||||
Effective interest rate | 8.30% | 9.60% | |||
Remaining debt discount and debt issuance costs amortization period | [1] | 4 years 149 days | |||
2025 CCH Holdco II Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | $ 1,000,000 | ||||
Debt component, net of discount | 1,171,008 | ||||
Equity component | $ 0 | ||||
Maturity date | Mar. 1, 2025 | ||||
Contractual interest rate | 11.00% | ||||
Effective interest rate | 11.90% | ||||
Remaining debt discount and debt issuance costs amortization period | [1] | 3 years 274 days | |||
2045 Cheniere Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | $ 625,000 | ||||
Debt component, net of discount | 308,125 | $ 304,300 | |||
Equity component | $ 194,082 | $ 194,000 | $ 195,700 | ||
Maturity date | Mar. 15, 2045 | ||||
Contractual interest rate | 4.25% | ||||
Effective interest rate | 9.40% | 9.40% | |||
Remaining debt discount and debt issuance costs amortization period | [1] | 28 years 81 days | |||
[1] | We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible by holders into our common stock. |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)Rate$ / shares | Dec. 31, 2015USD ($) | Mar. 09, 2015USD ($) | Nov. 30, 2014USD ($) | |
2021 Cheniere Convertible Unsecured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | |||
Debt Instrument, Convertible, Earliest date of conversion, Period after closing | 1 year | |||
Debt Instrument, Convertible, Initial Conversion Price | $ / shares | $ 93.64 | |||
Convertible Debt | $ 959,577 | $ 808,800 | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 204,529 | $ 203,000 | $ 191,200 | |
Debt Instrument, Interest Rate, Effective Percentage | 8.30% | 9.60% | ||
Aggregate principal amount | $ 1,000,000 | |||
2025 CCH Holdco II Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||
Convertible Debt | $ 1,171,008 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 0 | |||
Debt Instrument, Interest Rate, Effective Percentage | 11.90% | |||
Aggregate principal amount | $ 1,000,000 | |||
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, Interest Rate, Stated Percentage | 4.25% | |||
Debt Instrument, Convertible, Initial Conversion Price | $ / shares | $ 138.38 | |||
Convertible Debt | $ 308,125 | $ 304,300 | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 194,082 | $ 194,000 | $ 195,700 | |
Debt Instrument, Interest Rate, Effective Percentage | 9.40% | 9.40% | ||
Aggregate principal amount | $ 625,000 | |||
Debt Instrument, Original Issue Discount | 20.00% | |||
2045 Cheniere Convertible Senior Notes [Member] | Note Holders [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Initial 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, Interest Rate, Stated Percentage | 11.00% | |||
Aggregate principal amount | $ 1,000,000 | |||
Debt Instrument, Convertible, Minimum Capitalization for Conversion | $ 10,000,000 | |||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.20 | |||
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] | 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] | Cheniere CCH Holdco I LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Collateral Amount, Equity Interest in Subsidiary | 100.00% |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Total interest cost | $ 1,301,189 | $ 997,493 | $ 587,036 |
Capitalized interest | (812,799) | (675,410) | (405,800) |
Total interest expense, net | 488,390 | 322,083 | 181,236 |
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest per contractual rate | 201,752 | 145,848 | 4,469 |
Amortization of debt discount | 31,310 | 28,347 | 2,328 |
Amortization of debt issuance costs | 5,240 | 2,989 | 4 |
Total interest cost | 238,302 | 177,184 | 6,801 |
Debt Excluding Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total interest cost | $ 1,062,887 | $ 820,309 | $ 580,235 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 21,934,999 | $ 16,593,806 | |
Senior Notes, net of premium or discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [1] | 14,262,838 | 10,596,307 |
Senior Notes, net of premium or discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [1] | 15,210,299 | 9,525,809 |
CTPL Term Loan, net of discount [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 0 | 398,571 |
CTPL Term Loan, net of discount [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
CTPL Term Loan, Estimated Fair Value | [2] | 0 | 400,000 |
Credit Facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2],[3] | 5,502,255 | 3,573,000 |
Credit Facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Credit Facilities, Estimated Fair Value | [2],[3] | 5,502,255 | 3,573,000 |
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 | [4] | 959,577 | 879,938 |
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, Estimated Fair Value | [4] | 983,384 | 825,413 |
2025 CCH Holdco II Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [4] | 1,171,008 | 1,050,588 |
2025 CCH Holdco II Convertible Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [4] | 1,327,818 | 914,363 |
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 | [5] | 308,125 | 305,938 |
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, Estimated Fair Value | [5] | $ 375,250 | $ 331,919 |
[1] | Includes 2016 SPLNG Senior Notes, 2020 SPLNG Senior Notes, SPL Senior Notes and CCH Senior Notes (collectively, the “Senior Notes”). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the Senior Notes and other similar instruments. | ||
[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] | Includes 2015 SPL Credit Facilities, SPL Working Capital Facility, 2016 CQP Credit Facilities, 2015 CCH Credit Facility, CCH Working Capital Facility and Cheniere Marketing trade finance facilities. | ||
[4] | 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. | ||
[5] | 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. |
Restructuring Expense (Details)
Restructuring Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 61,409 | $ 60,769 | $ 0 |
Share-based compensation | 116,835 | 195,308 | $ 110,229 |
Restructuring expense [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Share-based compensation | 46,900 | 57,900 | |
Accrued liabilities [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued restructuring expense | $ 6,100 | $ 33,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | (54) | (1,970) | (4,143) |
Total current | (54) | (1,970) | (4,143) |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (1,854) | 2,066 | 0 |
Total deferred | (1,854) | 2,066 | 0 |
Total income tax benefit (provision) | $ (1,908) | $ 96 | $ (4,143) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% |
Non-controlling interest | (2.10%) | (2.30%) | (4.80%) |
State tax rate | 1.80% | 1.90% | 4.30% |
Uncertain tax position | 0.00% | 0.00% | (12.50%) |
Net impact of non-U.S. taxes | (1.20%) | (1.30%) | (2.00%) |
Valuation allowance | (27.50%) | (30.10%) | (19.80%) |
Nondeductible interest expense | (6.60%) | (2.60%) | (0.00%) |
Other | 0.30% | (0.50%) | (0.60%) |
Effective tax rate as reported | (0.30%) | 0.10% | (0.40%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Tax Assets [Abstract] | ||
Federal and foreign NOL carryforwards and credits | $ 1,060,026 | $ 862,218 |
State NOL carryforwards and credits | 183,153 | 166,321 |
Book deferred gain | 77,182 | 77,182 |
Share-based compensation expense | 52,727 | 71,693 |
Property, plant and equipment | 0 | 12,957 |
Derivative instruments | 46,754 | 54,052 |
Long-term debt | 17,676 | 8,725 |
Other | 13,511 | 5,641 |
Less: valuation allowance | (1,251,959) | (1,070,309) |
Total deferred tax assets | 199,070 | 188,480 |
Deferred Tax Liabilities [Abstract] | ||
Investment in limited partnership | (76,265) | (57,466) |
Convertible debt | (118,341) | (128,948) |
Property, plant and equipment | (4,464) | 0 |
Total deferred tax liabilities | (199,070) | (186,414) |
Total net deferred tax assets | 0 | $ 2,066 |
Valuation Allowance, Deferred Tax Asset, Increase, Amount | 181,700 | |
Federal Tax [Member] | ||
Deferred Tax Liabilities [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 3,800,000 | |
State Tax [Member] | ||
Deferred Tax Liabilities [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 2,300,000 |
Income Taxes - Changes in Gross
Income Taxes - Changes in Gross Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of the year | $ 103,640 | $ 104,491 |
Additions based on tax positions related to current year | 0 | 0 |
Additions for tax positions of prior years | 0 | 0 |
Reductions for tax positions of prior years | (728) | (851) |
Settlements | 0 | 0 |
Balance at end of the year | 102,912 | $ 103,640 |
Excess Tax Benefit From Share Based Compensation To Be Realized Upon Utilization Of Net Operating Loss Carryforward | $ 177,300 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)Installment_vestingsannual_performance_periodsshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 31, 2012USD ($)shares | |
Share-based Compensation Expense, Net Components | ||||
Total share-based compensation | $ | $ 116,835 | $ 195,308 | $ 110,229 | |
Capitalized share-based compensation | $ | (16,312) | (22,912) | (8,226) | |
Total share-based compensation expense | $ | 100,523 | 172,396 | 102,003 | |
Share-based compensation, unrecognized compensation | $ | $ 125,300 | |||
Share-based compensation, unrecognized compensation, period for recognition | 1 year 8 months 1 day | |||
Share-based compensation plan modification, incremental compensation cost | $ | $ 5,600 | $ 0 | $ 10,800 | |
2003 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 21,000,000 | |||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 21,000,000 | |||
2011 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 35,000,000 | |||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 26,500,000 | |||
2015 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 6,700,000 | |||
2015 Inducement Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 1,000,000 | |||
Number of Shares Granted Plan-to-Date, Net of Cancellations | 200,000 | |||
Share-Based Payment Award, Number of Shares Available for Grant | 0 | |||
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 | 10,000,000 | |||
Share-based Payment Award, Vesting Percentage | 25.00% | |||
Long Term Commercial Stock Price Bonus Award For Train 3 And Train 4 [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Award, Vested Percentage | 100.00% | |||
Long Term Commercial Milestone Bonus Award For Train 3 And Train 4 [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Award, Vested 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 Payment 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 Payment Award, Vesting Percentage | 30.00% | |||
2014-2018 Long-Term Cash Incentive Program [Member] | 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 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock, Phantom Units and Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued liabilities, Share-Based Compensation Obligation | $ 637,097,000 | $ 427,199,000 | |
Granted, Number of Options | 0 | 0 | 0 |
Dividends declared | $ 0 | $ 0 | $ 0 |
Intrinsic Value of Options Exercised | 17,000 | 2,700,000 | 11,900,000 |
Proceeds from exercise of stock options | $ 50,000 | $ 2,279,000 | $ 10,805,000 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in Period, Number of Awards | 273,000 | 19,000 | 550,000 |
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 | $ 34.41 | $ 70.43 | $ 60.09 |
Vested in Period, Fair Value | $ 36,300,000 | $ 50,200,000 | $ 84,000,000 |
Phantom Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in Period, Number of Awards | 1,800,000 | 5,900,000 | 100,000 |
Awards Outstanding, Number of Awards | 3,900,000 | 4,700,000 | |
Vested in Period, Fair Value | $ 78,300,000 | $ 50,000,000 | $ 0 |
Accrued liabilities, Share-Based Compensation Obligation | $ 1,100,000 | $ 45,400,000 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-vested at January 1, 2016, Shares | 7,536 | ||
Non-vested at January 1, 2016, Weighted Average Grant Date Fair Value Per Share | $ 22.80 | ||
Granted, Shares | 273 | 19 | 550 |
Granted, Weighted Average Grant Date Fair Value | $ 34.41 | $ 70.43 | $ 60.09 |
Vested, Shares | (1,701) | ||
Vested, Weighted Average Grant Date Fair Value Per Share | $ 21.37 | ||
Forfeited, Shares | (457) | ||
Forfeited, Weighted Average Grant Date Fair Value | $ 23 | ||
Non-vested at December 31, 2016, Shares | 5,651 | 7,536 | |
Non-vested at December 31, 2016, Weighted Average Grant Date Fair Value Per Share | $ 24.12 | $ 22.80 |
Share-Based Compensation - Sc91
Share-Based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Outstanding at January 1, 2016, Number of Options | 27,000 | ||
Outstanding at January 1, 2016, Weighted Average Exercise Price | $ 39.88 | ||
Outstanding at January 1, 2016, Weighted Average Remaining Contractual Term | 0 days | 3 months 6 days | |
Outstanding at January 1, 2016, Aggregate Intrinsic Value | $ 0 | ||
Granted, Number of Options | 0 | 0 | 0 |
Granted, Weighted Average Exercise Price | $ 0 | ||
Exercised, Number of Options | (2,000) | ||
Exercised, Weighted Average Exercise Price | $ 33.39 | ||
Forfeited or Expired, Number of Options | (25,000) | ||
Forfeited or Expired, Weighted Average Exercise Price | $ 40.27 | ||
Outstanding at December 31, 2016, Number of Options | 0 | 27,000 | |
Outstanding at December 31, 2016, Weighted Average Exercise Price | $ 0 | $ 39.88 | |
Outstanding at December 31, 2016, Weighted Average Remaining Contractual Term | 0 days | 3 months 6 days | |
Outstanding at December 31, 2016, Aggregate Intrinsic Value | $ 0 | $ 0 | |
Exercisable at December 31, 2016, Number of Options | 0 | ||
Exercisable at December 31, 2016, Weighted Average Exercise Price | $ 0 | ||
Exercisable at December 31, 2016, Weighted Average Remaining Contractual Term | 0 days | ||
Exercisable at December 31, 2016, Aggregate Intrinsic Value | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | $ 6,300,000 | $ 4,900,000 | $ 3,600,000 |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 |
Net Loss Per Share Attributab93
Net Loss Per Share Attributable to Common Stockholders (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2015 | [1] | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Weighted Average Number of Common Shares Outstanding, Basic | 228,768,000 | 226,903,000 | 224,338,000 | |||||||||||||||||
Dilutive Common Stock Options and Unvested Stock | 0 | 0 | 0 | |||||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 228,768,000 | 226,903,000 | 224,338,000 | |||||||||||||||||
Basic and diluted net loss per share attributable to common stockholders | $ 0.48 | $ (0.44) | $ (1.31) | $ (1.41) | $ (1.28) | $ (1.31) | $ (0.52) | $ (1.18) | $ (2.67) | $ (4.30) | $ (2.44) | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,949,000 | 17,907,000 | 15,790,000 | |||||||||||||||||
Stock options and unvested stock [Member] | ||||||||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [2] | 621,000 | 2,134,000 | 5,063,000 | ||||||||||||||||
2021 Cheniere Convertible Notes And 2045 Cheniere Convertible Notes [Member] | ||||||||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | [3] | 16,328,000 | 15,773,000 | 10,727,000 | ||||||||||||||||
Restricted Stock With Unsatisfied Performance Conditions [Member] | ||||||||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,000,000 | 5,400,000 | 5,500,000 | |||||||||||||||||
2025 CCH Holdco II Convertible Senior Notes [Member] | ||||||||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | |||||||||||||||||
[1] | The sum of the quarterly net income (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. | |||||||||||||||||||
[2] | Does not include 5.0 million shares, 5.4 million shares and 5.5 million shares for the years ended December 31, 2016, 2015 and 2014, respectively, of unvested stock because the performance conditions had not yet been satisfied as of December 31, 2016, 2015 and 2014, respectively. | |||||||||||||||||||
[3] | Includes shares in aggregate issuable upon conversion of the 2021 Cheniere Convertible Unsecured Notes and the 2045 Cheniere Convertible Senior Notes. There were no shares included in the computation of diluted net loss per share for the 2025 CCH HoldCo II Convertible Senior Notes because substantive non-market-based contingencies underlying the eligible conversion date have not been met as of December 31, 2016. |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 85,800 | $ 40,600 | $ 19,100 | |
2017, Minimum Payment | [1] | 129,000 | ||
2018, Minimum Payment | [1] | 106,519 | ||
2019, Minimum Payment | [1] | 102,451 | ||
2020, Minimum Payment | [1] | 83,418 | ||
2021, Minimum Payment | [1] | 21,651 | ||
Thereafter, Minimum Payment | [1] | 96,814 | ||
Total, Minimum Payment | [1] | $ 539,853 | ||
Land [Member] | Maximum [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Initial Term of Lease | 30 years | |||
Term 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, 2016USD ($) |
Leases [Abstract] | |
Capital Leased Assets | $ 0 |
2017, Minimum Payment | 0 |
2018, Minimum Payment | 4,980,000 |
2019, Minimum Payment | 9,960,000 |
2020, Minimum Payment | 9,988,000 |
2021, Minimum Payment | 9,960,000 |
Thereafter, Minimum Payment | 164,426,000 |
Total, Minimum Payment | $ 199,314,000 |
Commitments and Contingencies96
Commitments and Contingencies (Details) MMBTU / yr in Millions, MMBTU in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)MMBTU / yrMMBTU | Dec. 31, 2015USD ($) | |
Commitments and Contingencies [Line Items] | ||
Amount of Restricted Net Assets for Consolidated Subsidiaries | $ 2,400,000,000 | |
Guarantee Obligations [Member] | ||
Commitments and Contingencies [Line Items] | ||
Loss Contingency Accrual | $ 0 | $ 0 |
SPL [Member] | ||
Commitments and Contingencies [Line Items] | ||
Energy Units Secured Through Long-Term Supply Contracts | MMBTU | 1,993.9 | |
Cheniere LNG Terminals, LLC [Member] | ||
Commitments and Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 400,000,000 | |
Cheniere LNG Terminals, LLC [Member] | Parallax Enterprises [Member] | ||
Commitments and Contingencies [Line Items] | ||
Secured note receivable | $ 46,000,000 | |
SPA Commitment, Trains 1 and 2 [Member] | SPL [Member] | ||
Commitments and Contingencies [Line Items] | ||
Contract Volumes | MMBTU / yr | 401.5 | |
SPA Commitment, Trains 3 Through 5 [Member] | SPL [Member] | ||
Commitments and Contingencies [Line Items] | ||
Contract Volumes | MMBTU / yr | 628.5 | |
SPA Commitment [Member] | CCL [Member] | ||
Commitments and Contingencies [Line Items] | ||
Contract Volumes | MMBTU / yr | 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 3 And 4 [Member] | SPL [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Amount | 3,900,000,000 | |
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 | 7,700,000,000 | |
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] | Minimum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Period | 1 year | |
Natural Gas Supply Agreement [Member] | Maximum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Period | 6 years | |
Transportation Agreement [Member] | Minimum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Period | 10 years | |
Transportation Agreement [Member] | Maximum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Period | 20 years | |
Storage Service Agreement [Member] | SPL [Member] | Minimum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Period | 3 years | |
Storage Service Agreement [Member] | SPL [Member] | Maximum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Period | 10 years | |
Transportation And Storage Service Agreement [Member] | CCL [Member] | ||
Commitments and Contingencies [Line Items] | ||
Long-term Purchase Commitment, Period | 20 years |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Obligations Table (Details) - SPL [Member] - Natural Gas Supply Transportation And Storage Service Agreements [Member] $ in Thousands | Dec. 31, 2016USD ($) | [1] |
Long-term Purchase Commitment [Line Items] | ||
2,017 | $ 1,611,296 | |
2,018 | 1,192,791 | |
2,019 | 1,029,621 | |
2,020 | 1,069,222 | |
2,021 | 917,113 | |
Thereafter | 2,406,125 | |
Total | $ 8,226,168 | |
[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, 2016. |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||||
Segment Reporting Information [Line Items] | ||||||||||||||
Number of Reportable Segments | item | 2 | |||||||||||||
Revenues (losses) from external customers | $ 571,586 | $ 465,673 | $ 176,827 | $ 69,081 | $ 68,432 | $ 66,059 | $ 68,025 | $ 68,369 | $ 1,283,167 | $ 270,885 | $ 267,954 | |||
Intersegment revenues (losses) | [1] | 0 | 0 | 0 | ||||||||||
Depreciation and amortization expense | 174,042 | 82,680 | 64,258 | |||||||||||
Income (loss) from operations | 122,370 | $ 15,276 | $ (76,454) | $ (90,559) | (241,121) | $ (52,074) | $ (95,874) | $ (60,244) | (29,367) | [2] | (449,313) | [2] | (272,179) | |
Interest expense, net of capitalized interest | (488,390) | (322,083) | (181,236) | |||||||||||
Loss before income taxes and non-controlling interest | [3] | (662,885) | (1,097,411) | (687,734) | ||||||||||
Share-based compensation | 116,835 | 195,308 | 110,229 | |||||||||||
Expenditures for additions to long-lived assets | 4,625,016 | 7,084,099 | 2,847,815 | |||||||||||
Restructuring expense | 61,409 | 60,769 | 0 | |||||||||||
Total assets | 23,702,737 | 18,809,053 | 23,702,737 | 18,809,053 | ||||||||||
Non-US [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues (losses) from external customers | 514,300 | |||||||||||||
Japan | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues (losses) from external customers | 161,700 | |||||||||||||
Corporate and other [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues (losses) from external customers | [4] | (40,958) | 1,538 | 1,633 | ||||||||||
Intersegment revenues (losses) | [1],[4] | (332,859) | (31,598) | (41,129) | ||||||||||
Depreciation and amortization expense | [4] | 22,966 | 16,472 | 5,104 | ||||||||||
Income (loss) from operations | [4] | (297,811) | [2] | (293,813) | (169,396) | |||||||||
Interest expense, net of capitalized interest | [4] | (103,785) | (102,252) | (3,836) | ||||||||||
Loss before income taxes and non-controlling interest | [3],[4] | (429,336) | (413,846) | (192,494) | ||||||||||
Share-based compensation | [4] | 66,699 | 147,959 | 90,073 | ||||||||||
Expenditures for additions to long-lived assets | [4] | (1,136) | 97,216 | 161,882 | ||||||||||
Restructuring expense | [4] | 44,400 | 60,800 | |||||||||||
Total assets | 551,146 | 894,407 | 551,146 | 894,407 | ||||||||||
LNG terminal [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues (losses) from external customers | 803,480 | 269,281 | 267,606 | |||||||||||
Intersegment revenues (losses) | [1] | 294,889 | 2,225 | (779) | ||||||||||
Depreciation and amortization expense | 149,690 | 65,137 | 58,883 | |||||||||||
Income (loss) from operations | 237,432 | [2] | (69,923) | (89,790) | ||||||||||
Interest expense, net of capitalized interest | (384,605) | (219,831) | (177,400) | |||||||||||
Loss before income taxes and non-controlling interest | [3] | (268,955) | (596,432) | (480,366) | ||||||||||
Share-based compensation | 25,364 | 32,948 | 14,129 | |||||||||||
Expenditures for additions to long-lived assets | 4,623,438 | 6,984,152 | 2,684,045 | |||||||||||
Total assets | 22,420,568 | 17,363,750 | 22,420,568 | 17,363,750 | ||||||||||
LNG & natural gas marketing [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues (losses) from external customers | 520,645 | 66 | (1,285) | |||||||||||
Intersegment revenues (losses) | [1] | 37,970 | 29,373 | 41,908 | ||||||||||
Depreciation and amortization expense | 1,386 | 1,071 | 271 | |||||||||||
Income (loss) from operations | 31,012 | [2] | (85,577) | (12,993) | ||||||||||
Interest expense, net of capitalized interest | 0 | 0 | 0 | |||||||||||
Loss before income taxes and non-controlling interest | [3] | 35,406 | (87,133) | (14,874) | ||||||||||
Share-based compensation | 24,772 | 14,401 | 6,027 | |||||||||||
Expenditures for additions to long-lived assets | 2,714 | 2,731 | $ 1,888 | |||||||||||
Restructuring expense | 17,000 | 0 | ||||||||||||
Total assets | $ 731,023 | $ 550,896 | 731,023 | $ 550,896 | ||||||||||
Cheniere Marketing [Member] | Eliminations [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues (losses) from external customers | [4] | $ 338,200 | ||||||||||||
[1] | 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. | |||||||||||||
[2] | Includes restructuring expense of $44.4 million and $60.8 million for the years ended December 31, 2016 and 2015, respectively, in the corporate and other column and $17.0 million and zero for the years ended December 31, 2016 and 2015, respectively, in the LNG and natural gas marketing segment. | |||||||||||||
[3] | Items to reconcile income (loss) from operations and income (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, strategic activities and certain intercompany eliminations. These activities have been included in the corporate and other column. Also includes $338.2 million for the year ended December 31, 2016 of Cheniere Marketing’s LNG revenues, which is eliminated in consolidation. |
Supplemental Cash Flow Inform99
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid during the period for interest, net of amounts capitalized | $ 66,436 | $ 122,860 | $ 130,578 |
Non-cash conveyance of assets | 0 | 13,169 | 0 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | $ 395,100 | $ 301,400 | $ 129,800 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) shares in Millions | 1 Months Ended | ||
Feb. 28, 2017 | Jan. 31, 2017 | Feb. 24, 2017 | |
2011 Incentive Plan [Member] | |||
Subsequent Event [Line Items] | |||
Number of Additional Shares Authorized | 7.8 | ||
2011 Incentive Plan [Member] | Restricted Stock Units And Target Performance Stock Units [Member] | |||
Subsequent Event [Line Items] | |||
Grants in Period, Number of Awards | 1.1 | ||
SPL [Member] | 2037 SPL Notes [Member] | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 800,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Summarized Quarterly Financi101
Summarized Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Revenues | $ 571,586 | $ 465,673 | $ 176,827 | $ 69,081 | $ 68,432 | $ 66,059 | $ 68,025 | $ 68,369 | $ 1,283,167 | $ 270,885 | $ 267,954 | ||||||||||
Income (loss) from operations | 122,370 | 15,276 | (76,454) | (90,559) | (241,121) | (52,074) | (95,874) | (60,244) | (29,367) | [1] | (449,313) | [1] | (272,179) | ||||||||
Net income (loss) | 149,541 | (130,416) | (334,944) | (348,974) | (312,577) | (307,092) | (141,802) | (335,844) | (664,793) | (1,097,315) | (691,877) | ||||||||||
Net income (loss) attributable to common stockholders | $ 109,707 | $ (100,442) | $ (298,418) | $ (320,838) | $ (291,097) | $ (297,808) | $ (118,495) | $ (267,709) | $ (609,991) | $ (975,109) | $ (547,932) | ||||||||||
Net income (loss) per share attributable to common stockholders—basic and diluted | $ 0.48 | [2] | $ (0.44) | [2] | $ (1.31) | [2] | $ (1.41) | [2] | $ (1.28) | [2] | $ (1.31) | [2] | $ (0.52) | [2] | $ (1.18) | [2] | $ (2.67) | $ (4.30) | $ (2.44) | ||
[1] | Includes restructuring expense of $44.4 million and $60.8 million for the years ended December 31, 2016 and 2015, respectively, in the corporate and other column and $17.0 million and zero for the years ended December 31, 2016 and 2015, respectively, in the LNG and natural gas marketing segment. | ||||||||||||||||||||
[2] | The sum of the quarterly net income (loss) per share—basic and diluted may not equal the full year amount as the computations of the weighted average common shares outstanding for basic and diluted shares outstanding for each quarter and the full year are performed independently. |
Schedule I_Condensed Financi102
Schedule I—Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | |||
Cash and cash equivalents | $ 875,836 | $ 1,201,112 | $ 1,747,583 |
Current assets | 2,238,318 | 1,782,586 | |
Non-current restricted cash | 90,819 | 31,722 | 550,811 |
Property, plant and equipment, net | 20,635,294 | 16,193,907 | |
Investments in affiliates | 10,097 | 20,295 | |
Total assets | 23,702,737 | 18,809,053 | |
Current liabilities | 1,076,669 | 2,185,268 | |
Long-term debt, net | 21,687,532 | 14,920,427 | |
Stockholders’ deficit | (1,396,425) | (901,850) | |
Total liabilities and equity | 23,702,737 | 18,809,053 | |
Parent Company [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and cash equivalents | 0 | 0 | 0 |
Current assets | 287 | 132 | |
Non-current restricted cash | 6,575 | 6,572 | $ 5,847 |
Property, plant and equipment, net | 14,987 | 8,899 | |
Debt receivable—affiliates | 0 | 843,629 | |
Investments in affiliates | (145,252) | (426,420) | |
Other non-current assets | 115 | 0 | |
Total assets | (123,288) | 432,812 | |
Current liabilities | 8,184 | 8,051 | |
Current debt—affiliate | 0 | 143,580 | |
Long-term debt, net | 1,264,953 | 1,183,031 | |
Stockholders’ deficit | (1,396,425) | (901,850) | |
Total liabilities and equity | $ (123,288) | $ 432,812 |
Schedule I_Condensed Financi103
Schedule I—Condensed Financial Information of Registrant - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating costs and expenses | |||||||||||
Depreciation expense | $ 172,600 | $ 82,400 | $ 64,200 | ||||||||
Total operating costs and expenses (recovery) | 1,312,534 | 720,198 | 540,133 | ||||||||
Other income (expense) | |||||||||||
Interest expense, net | (488,390) | (322,083) | (181,236) | ||||||||
Total other expense | (633,518) | (648,098) | (415,555) | ||||||||
Net loss attributable to common stockholders | $ 109,707 | $ (100,442) | $ (298,418) | $ (320,838) | $ (291,097) | $ (297,808) | $ (118,495) | $ (267,709) | (609,991) | (975,109) | (547,932) |
Parent Company [Member] | |||||||||||
Operating costs and expenses | |||||||||||
General and administrative expense (recovery) | 5,741 | (356) | 10,597 | ||||||||
Depreciation expense | 107 | 58 | 0 | ||||||||
Total operating costs and expenses (recovery) | 5,848 | (298) | 10,597 | ||||||||
Other income (expense) | |||||||||||
Interest expense, net | (103,784) | (93,116) | (4,205) | ||||||||
Interest expense, net—affiliates | (7,314) | (9,137) | (9,137) | ||||||||
Interest income | 3 | 3 | 3 | ||||||||
Interest income—affiliates | 24,211 | 34,213 | 34,213 | ||||||||
Equity loss of affiliates | (517,259) | (907,370) | (558,209) | ||||||||
Total other expense | (604,143) | (975,407) | (537,335) | ||||||||
Net loss attributable to common stockholders | $ (609,991) | $ (975,109) | $ (547,932) |
Schedule I_Condensed Financi104
Schedule I—Condensed Financial Information of Registrant - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash used in operating activities | $ (403,842) | $ (482,520) | $ (262,798) |
Cash flows from investing activities | |||
Net cash provided by (used in) investing activities | (4,413,411) | (6,983,711) | (2,896,420) |
Cash flows from financing activities | |||
Debt issuance and deferred financing costs | (171,629) | (513,062) | (109,806) |
Proceeds from sale of common shares by Cheniere Holdings | 0 | 0 | 228,781 |
Distributions and dividends to non-controlling interest | (80,055) | (80,235) | (79,517) |
Proceeds from exercise of stock options | 50 | 2,279 | 10,805 |
Payments related to tax withholdings for share-based compensation | (20,397) | (61,175) | (112,324) |
Other | 0 | 1,524 | 3,605 |
Net cash provided by (used in) financing activities | 4,907,575 | 6,422,331 | 3,349,044 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 90,322 | (1,043,900) | 189,826 |
Cash, cash equivalents and restricted cash—beginning of period | 1,736,231 | 2,780,131 | 2,590,305 |
Cash, cash equivalents and restricted cash—end of period | 1,826,553 | 1,736,231 | 2,780,131 |
Balances per Condensed Balance Sheets: | |||
Cash and cash equivalents | 875,836 | 1,201,112 | 1,747,583 |
Non-current restricted cash | 90,819 | 31,722 | 550,811 |
Total cash, cash equivalents and restricted cash | 1,826,553 | 1,736,231 | 2,780,131 |
Parent Company [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash used in operating activities | (101,345) | (176,068) | (180,990) |
Cash flows from investing activities | |||
Investments in affiliates | 201,750 | (181,471) | (869,842) |
Net cash provided by (used in) investing activities | 201,750 | (181,471) | (869,842) |
Cash flows from financing activities | |||
Proceeds from issuance of debt | 0 | 500,000 | 1,000,000 |
Debt issuance and deferred financing costs | 0 | (4,129) | (516) |
Proceeds from sale of common shares by Cheniere Holdings | 0 | 0 | 228,781 |
Distributions and dividends to non-controlling interest | (80,055) | (80,235) | (79,517) |
Proceeds from exercise of stock options | 50 | 2,279 | 10,805 |
Payments related to tax withholdings for share-based compensation | (20,397) | (61,175) | (112,323) |
Other | 0 | 1,524 | 3,605 |
Net cash provided by (used in) financing activities | (100,402) | 358,264 | 1,050,835 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 3 | 725 | 3 |
Cash, cash equivalents and restricted cash—beginning of period | 6,572 | 5,847 | 5,844 |
Cash, cash equivalents and restricted cash—end of period | 6,575 | 6,572 | 5,847 |
Balances per Condensed Balance Sheets: | |||
Cash and cash equivalents | 0 | 0 | 0 |
Non-current restricted cash | 6,575 | 6,572 | 5,847 |
Total cash, cash equivalents and restricted cash | $ 6,575 | $ 6,572 | $ 5,847 |
Schedule I_Condensed Financi105
Schedule I—Condensed Financial Information of Registrant - Debt Footnote (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||
Accumulated interest payable | $ 273,053 | $ 159,968 | |
Parent Company [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Forgiveness of debt | $ 150,900 | ||
Parent Company [Member] | Affiliate Note Payable [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Aggregate principal amount | 93,700 | ||
Accumulated interest payable | $ 57,200 |
Schedule I_Condensed Financi106
Schedule I—Condensed Financial Information of Registrant - Guarantees Footnote (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Guarantor Obligations, Current Carrying Value | $ 0 | $ 0 |
Schedule I_Condensed Financi107
Schedule I—Condensed Financial Information of Registrant - Supplemental Cash Flow Information Footnote (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Condensed Financial Statements, Captions [Line Items] | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings | $ 0 | |||
Parent Company [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Non-cash capital contributions | [1] | (517,259) | $ (907,370) | $ (558,209) |
Non-cash capital contribution from subsidiaries for forgiveness of debt | 150,895 | 0 | 0 | |
Non-cash capital distribution to subsidiaries for forgiveness of debt | (867,840) | 0 | 0 | |
Issuance of stock to acquire additional interest in Cheniere Holdings | $ 93,575 | $ 0 | $ 0 | |
[1] | Amounts represent equity losses of affiliates. |