Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 20, 2019 | Jun. 30, 2018 | |
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, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 257,415,723 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 981 | $ 722 |
Restricted cash | 2,175 | 1,880 |
Accounts and other receivables | 581 | 369 |
Accounts receivable—related party | 4 | 2 |
Inventory | 316 | 243 |
Derivative assets | 63 | 57 |
Other current assets | 114 | 96 |
Total current assets | 4,234 | 3,369 |
Non-current restricted cash | 0 | 11 |
Property, plant and equipment, net | 27,245 | 23,978 |
Debt issuance costs, net | 72 | 149 |
Non-current derivative assets | 54 | 34 |
Goodwill | 77 | 77 |
Other non-current assets, net | 305 | 288 |
Total assets | 31,987 | 27,906 |
Current liabilities | ||
Accounts payable | 58 | 25 |
Accrued liabilities | 1,169 | 1,078 |
Current debt | 239 | 0 |
Deferred revenue | 139 | 111 |
Derivative liabilities | 128 | 37 |
Other current liabilities | 9 | 0 |
Total current liabilities | 1,742 | 1,251 |
Long-term debt, net | 28,179 | 25,336 |
Non-current capital lease obligations | 57 | 0 |
Non-current derivative liabilities | 22 | 19 |
Other non-current liabilities | 58 | 60 |
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, 2018 and 2017; Issued: 269.8 million shares and 250.1 million shares at December 31, 2018 and 2017, respectively | ||
Outstanding: 257.0 million shares and 237.6 million shares at December 31, 2018 and 2017, respectively | 1 | 1 |
Treasury stock: 12.8 million shares and 12.5 million shares at December 31, 2018 and 2017, respectively, at cost | (406) | (386) |
Additional paid-in-capital | 4,035 | 3,248 |
Accumulated deficit | (4,156) | (4,627) |
Total stockholders’ deficit | (526) | (1,764) |
Non-controlling interest | 2,455 | 3,004 |
Total equity | 1,929 | 1,240 |
Total liabilities and equity | $ 31,987 | $ 27,906 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5 | 5 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.003 | $ 0.003 |
Common Stock, Shares Authorized | 480 | 480 |
Common Stock, Shares, Issued | 269.8 | 250.1 |
Common Stock, Shares, Outstanding | 257 | 237.6 |
Treasury Stock, Shares | 12.8 | 12.5 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenues | |||||
Revenue earned from contracts with customers | $ 7,855 | $ 5,626 | $ 1,282 | ||
Revenues | 7,987 | 5,601 | 1,283 | ||
Operating costs and expenses | |||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 4,597 | 3,120 | 582 | ||
Operating and maintenance expense | 613 | 446 | 216 | ||
Development expense | 7 | 10 | 7 | ||
Selling, general and administrative expense | 289 | 256 | 260 | ||
Depreciation and amortization expense | 449 | 356 | 174 | ||
Restructuring expense | 0 | 6 | 61 | ||
Impairment expense and loss on disposal of assets | 8 | 19 | 13 | ||
Total operating costs and expenses | 5,963 | 4,213 | 1,313 | ||
Income (loss) from operations | 2,024 | 1,388 | (30) | ||
Other income (expense) | |||||
Interest expense, net of capitalized interest | (875) | (747) | (488) | ||
Loss on modification or extinguishment of debt | (27) | (100) | (135) | ||
Derivative gain (loss), net | 57 | 7 | (10) | ||
Other income | 48 | 18 | 0 | ||
Total other income (expense) | (797) | (822) | (633) | ||
Income (loss) before income taxes and non-controlling interest | 1,227 | 566 | (663) | ||
Income tax provision | (27) | (3) | (2) | ||
Net income (loss) | 1,200 | 563 | (665) | ||
Less: net income (loss) attributable to non-controlling interest | 729 | 956 | (55) | ||
Net income (loss) attributable to common stockholders | $ 471 | $ (393) | $ (610) | ||
Net income (loss) per share attributable to common stockholders—basic | [1] | $ 1.92 | $ (1.68) | $ (2.67) | |
Net income (loss) per share attributable to common stockholders—diluted | [1] | $ 1.90 | $ (1.68) | $ (2.67) | |
Weighted average number of common shares outstanding—basic | 245.6 | 233.1 | 228.8 | ||
Weighted average number of common shares outstanding—diluted | 248 | 233.1 | 228.8 | ||
LNG [Member] | |||||
Revenues | |||||
Revenue earned from contracts with customers | $ 7,440 | $ 5,342 | $ 1,015 | ||
Revenues | 7,572 | 5,317 | 1,016 | ||
Regasification [Member] | |||||
Revenues | |||||
Revenue earned from contracts with customers | 261 | 260 | 259 | ||
Other [Member] | |||||
Revenues | |||||
Revenue earned from contracts with customers | 142 | [2] | 21 | 8 | |
Other, Related Party [Member] | |||||
Revenues | |||||
Revenue earned from contracts with customers | $ 12 | $ 3 | $ 0 | ||
[1] | Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented. | ||||
[2] | Includes $101 million in sub-chartering revenues for the year ended December 31, 2018. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest |
Common Stock, Shares, Outstanding, Beginning of Period at Dec. 31, 2015 | 235.6 | |||||
Treasury Stock, Shares, Beginning of Period at Dec. 31, 2015 | 11.6 | |||||
Stockholders' Equity, Beginning of Period at Dec. 31, 2015 | $ 1,563 | $ 1 | $ (354) | $ 3,076 | $ (3,624) | $ 2,464 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuances of restricted stock, shares | 0.4 | 0 | ||||
Issuances of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments, shares | 3 | 0 | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments | 0 | $ 0 | $ 0 | 94 | 0 | (94) |
Forfeitures of restricted stock, shares | (0.4) | 0 | ||||
Forfeitures of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 40 | $ 0 | $ 0 | 40 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (0.6) | 0.6 | ||||
Shares repurchased related to share-based compensation | (20) | $ 0 | $ (20) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | (55) | 0 | 0 | 0 | 0 | (55) |
Equity portion of convertible notes, net | 1 | 0 | 0 | 1 | 0 | 0 |
Distributions and dividends to non-controlling interest | (80) | 0 | 0 | 0 | 0 | (80) |
Net income (loss) | (610) | $ 0 | $ 0 | 0 | (610) | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2016 | 238 | |||||
Treasury Stock, Shares, End of Period at Dec. 31, 2016 | 12.2 | |||||
Stockholders' Equity, End of Period at Dec. 31, 2016 | 839 | $ 1 | $ (374) | 3,211 | (4,234) | 2,235 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuances of restricted stock, shares | 0.1 | 0 | ||||
Issuances of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments, shares | 0 | 0 | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments | 0 | $ 0 | $ 0 | 2 | 0 | (2) |
Forfeitures of restricted stock, shares | (0.2) | 0 | ||||
Forfeitures of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 34 | $ 0 | $ 0 | 34 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (0.3) | 0.3 | ||||
Shares repurchased related to share-based compensation | (12) | $ 0 | $ (12) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 956 | 0 | 0 | 0 | 0 | 956 |
Equity portion of convertible notes, net | 1 | 0 | 0 | 1 | 0 | 0 |
Distributions and dividends to non-controlling interest | (185) | 0 | 0 | 0 | 0 | (185) |
Net income (loss) | $ (393) | $ 0 | $ 0 | 0 | (393) | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2017 | 237.6 | 237.6 | ||||
Treasury Stock, Shares, End of Period at Dec. 31, 2017 | 12.5 | 12.5 | ||||
Stockholders' Equity, End of Period at Dec. 31, 2017 | $ 1,240 | $ 1 | $ (386) | 3,248 | (4,627) | 3,004 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units, shares | 0.5 | 0 | ||||
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments, shares | 19.2 | 0 | ||||
Issuance of stock to acquire additional interest in Cheniere Holdings and other merger related adjustments | (8) | $ 0 | $ 0 | 694 | 0 | (702) |
Share-based compensation | 90 | $ 0 | $ 0 | 90 | 0 | 0 |
Shares repurchased related to share-based compensation, shares | (0.3) | 0.3 | ||||
Shares repurchased related to share-based compensation | (20) | $ 0 | $ (20) | 0 | 0 | 0 |
Net income (loss) attributable to non-controlling interest | 729 | 0 | 0 | 0 | 0 | 729 |
Equity portion of convertible notes, net | 3 | 0 | 0 | 3 | 0 | 0 |
Distributions and dividends to non-controlling interest | (576) | 0 | 0 | 0 | 0 | (576) |
Net income (loss) | $ 471 | $ 0 | $ 0 | 0 | 471 | 0 |
Common Stock, Shares, Outstanding, End of Period at Dec. 31, 2018 | 257 | 257 | ||||
Treasury Stock, Shares, End of Period at Dec. 31, 2018 | 12.8 | 12.8 | ||||
Stockholders' Equity, End of Period at Dec. 31, 2018 | $ 1,929 | $ 1 | $ (406) | $ 4,035 | $ (4,156) | $ 2,455 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net income (loss) | $ 1,200 | $ 563 | $ (665) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 449 | 356 | 174 |
Share-based compensation expense | 113 | 91 | 101 |
Non-cash interest expense | 74 | 75 | 77 |
Amortization of debt issuance costs, deferred commitment fees, premium and discount | 69 | 69 | 62 |
Loss on modification or extinguishment of debt | 27 | 100 | 135 |
Total losses (gains) on derivatives, net | 51 | 62 | (28) |
Net cash provided by (used for) settlement of derivative instruments | 17 | (106) | (45) |
Impairment expense and loss on disposal of assets | 8 | 19 | 13 |
Other | (10) | (4) | 4 |
Changes in operating assets and liabilities: | |||
Accounts and other receivables | (131) | (139) | (207) |
Accounts receivable—related party | (2) | (2) | 0 |
Inventory | (73) | (73) | (119) |
Accounts payable and accrued liabilities | 188 | 225 | 64 |
Deferred revenue | 26 | 34 | 42 |
Other, net | (16) | (39) | (12) |
Net cash provided by (used in) operating activities | 1,990 | 1,231 | (404) |
Cash flows from investing activities | |||
Property, plant and equipment, net | (3,643) | (3,357) | (4,356) |
Investment in equity method investment | (25) | (41) | 0 |
Other | 14 | 17 | (57) |
Net cash provided by (used in) investing activities | (3,654) | (3,381) | (4,413) |
Cash flows from financing activities | |||
Proceeds from issuances of debt | 4,285 | 6,854 | 12,865 |
Repayments of debt | (1,391) | (3,632) | (7,671) |
Debt issuance and deferred financing costs | (66) | (89) | (172) |
Debt extinguishment costs | (17) | 0 | (14) |
Distributions and dividends to non-controlling interest | (576) | (185) | (80) |
Payments related to tax withholdings for share-based compensation | (20) | (12) | (20) |
Other | (8) | 0 | 0 |
Net cash provided by (used in) financing activities | 2,207 | 2,936 | 4,908 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 543 | 786 | 91 |
Cash, cash equivalents and restricted cash—beginning of period | 2,613 | 1,827 | 1,736 |
Cash, cash equivalents and restricted cash—end of period | $ 3,156 | $ 2,613 | $ 1,827 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - Balances per Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Balances per Consolidated Balance Sheets: | ||||
Cash and cash equivalents | $ 981 | $ 722 | ||
Restricted cash | 2,175 | 1,880 | ||
Non-current restricted cash | 0 | 11 | ||
Total cash, cash equivalents and restricted cash | $ 3,156 | $ 2,613 | $ 1,827 | $ 1,736 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
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. As of December 31, 2018 , we owned 100% of the general partner interest and 48.6% of the 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 (described below) 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 through 4 are operational, Train 5 is undergoing commissioning and Train 6 is being commercialized and has all necessary regulatory approvals in place. Each Train is expected to have a nominal production capacity, which is prior to adjusting for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities, of approximately 4.5 mtpa of LNG per Train, and run rate adjusted nominal production capacity of approximately 4.5 to 4.9 mtpa of LNG per Train. The Sabine Pass LNG terminal has operational regasification facilities owned by Cheniere Partners’ wholly owned subsidiary, SPLNG, that include pre-existing infrastructure of five LNG storage tanks with aggregate capacity of approximately 16.9 Bcfe , two marine berths that can each 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 near Corpus Christi, Texas, and operate a 23 -mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the liquefaction facilities, the “CCL Project”) through our wholly owned subsidiaries CCL and CCP, respectively. The CCL Project is being developed in stages with the first phase being three Trains (“Phase 1”), with expected aggregate nominal production capacity, which is prior to adjusting for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities, of approximately 13.5 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10.1 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. The first stage 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 (“Stage 1”) . The second stage includes Train 3, one LNG storage tank and the completion of the second partial berth (“Stage 2”) . Trains 1 and 2 are undergoing commissioning and Train 3 is under construction. Additionally, separate from the CCH Group, we are developing an expansion of the Corpus Christi LNG terminal adjacent to the CCL Project and filed an application with FERC in June 2018 for seven midscale Trains with an expected aggregate nominal production capacity of approximately 9.5 mtpa and one LNG storage tank. We remain focused on expansion of our existing sites by leveraging existing infrastructure. We are also in various stages of developing other projects, including infrastructure projects in support of natural gas supply and LNG demand, 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, 2018 | |
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 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 our 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. We make a determination at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, a VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, whose equity investors lack any characteristics of a controlling financial interest or which was established with non-substantive voting. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP . Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows. On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto (“ASC 606”) using the full retrospective method. We have elected to adopt the new accounting standard retrospectively and have recast the accompanying Consolidated Financial Statements to reflect the adoption of ASC 606 for all periods presented. The adoption of ASC 606 did not impact our previously reported Consolidated Financial Statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. 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 recoverability of property, plant and equipment, goodwill, derivative instruments, asset retirement obligations (“AROs”) , income taxes including valuation allowances for 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 approaches 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 We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. Revenues from the sale of LNG are recognized as LNG revenues, including LNG revenues generated by our integrated marketing function which 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 payments are recognized as regasification revenues. See Note 13—Revenues from Contracts with Customers for further discussion of revenues. 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, 2018, 2017 and 2016 . Inventory LNG and natural gas inventory are recorded at the lower of weighted average cost and net realizable value. Materials and other inventory are recorded at the lower of cost and net realizable value and subsequently charged to expense when issued. Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminals 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. 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 land or lease is obtained, the costs are expensed. 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 (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. 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 impairment expense and loss (gain) on disposal of assets. 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. We did no t recognize any impairment expense related to property, plant and equipment during the year ended December 31, 2018. During the year ended December 31, 2017, we recognized $6 million of impairment expense related to damaged infrastructure as an effect of Hurricane Harvey and $6 million of impairment expense related to write down of assets used in non-core operations outside of our liquefaction activities. During the year ended December 31, 2016, we recorded $10 million of impairment expense 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. Interest Capitalization We capitalize interest and other related debt costs during the construction period of our LNG terminals and related pipelines as construction-in-process. Upon commencement of operations, these costs are transferred out of construction-in-process into terminal and interconnecting pipeline facilities assets and are amortized over the estimated useful life of the asset. 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 for 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 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, 2018, 2017 and 2016 . 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. Certain of 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 within other current assets. 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 fixed price SPAs with terms of at least 20 years with seven unaffiliated third parties, CCL has entered into fixed price SPAs generally with terms of 20 years with nine unaffiliated third parties and our integrated marketing function has entered into a limited number of long-term SPAs with unaffiliated third parties. We are dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. See Note 20—Customer Concentration for additional details about our customer concentration. SPLNG has entered into two long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective customers’ 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 A. Goodwill Goodwill is the excess of acquisition cost of a business over the estimated fair value of net assets acquired. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate goodwill is more likely than not impaired. Goodwill impairment evaluation requires a comparison of the estimated fair value of a reporting unit to its carrying value. Cheniere tests goodwill for impairment by either performing a qualitative assessment or a quantitative test. The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Cheniere may elect not to perform the qualitative assessment and instead perform a quantitative impairment test. Significant judgment is required in estimating the fair value of the reporting unit and performing goodwill impairment tests. As a result of finalization of 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 revised the way we manage our business, which resulted in a change in our reporting units. Accordingly, Cheniere reallocated goodwill to our single reporting unit following finalization of organizational changes. We performed our annual goodwill impairment test on October 1st using a quantitative assessment and concluded that the estimated fair value of our reporting unit substantially exceeded its carrying value and, therefore, goodwill was not impaired. 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 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. There were no changes in the carrying value of goodwill during the year ended December 31, 2018 . 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 gain (loss) on modification or 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 Sheets. 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 modification or 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. We have no t 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 immaterial. We have no t recorded an ARO associated with the Creole Trail Pipeline or the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline or the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline and the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Creole Trail Pipeline and the Corpus Christi 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, restricted stock units, performance stock units and phantom units that are more fully described in Note 15—Share-based Compensation . We recognize share-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock, restricted stock units and performance stock units to employees and non-employee directors), compensation cost is recognized based on the grant-date fair value reduced by the present value of dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate 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 solely on service conditions and using the accelerated recognition method for awards that vest based on performance conditions. For awards with both time and performance-based conditions, we generally recognize compensation cost based on the probable outcome of the performance condition at each reporting period. For liability-classified share-based compensation awards (which include phantom units), compensation cost is initially recognized on the grant date using estimated payout levels, and subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the our stock price. We account for forfeitures as they occur. 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 generally recognized within equity. See Note 9—Non-controlling Interest for additional details about our non-controlling interest. Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. 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 Income (Loss) Per Share Net income (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 unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. Business Segment We have determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Restricted Cash [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, 2018 and 2017 , restricted cash consisted of the following (in millions): December 31, 2018 2017 Current restricted cash SPL Project $ 756 $ 544 Cheniere Partners and cash held by guarantor subsidiaries 785 1,045 CCL Project 289 227 Cash held by our subsidiaries restricted to Cheniere 345 64 Total current restricted cash $ 2,175 $ 1,880 Non-current restricted cash Other $ — $ 11 Pursuant to the accounts agreements entered into with the collateral trustees for the benefit of SPL’s debt holders and CCH’s debt holders, SPL and CCH are required to deposit all cash received into reserve accounts controlled by the collateral trustees. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the SPL Project and the CCL Project and other restricted payments. Under Cheniere Partners’ credit facilities (the “CQP Credit Facilities”) , Cheniere Partners and each of its subsidiaries other than SPL, as guarantor subsidiaries, are subject to limitations on the use of cash under the terms of the CQP Credit Facilities and the related depositary agreement governing the extension of credit to Cheniere Partners. Specifically, Cheniere Partners may only withdraw funds from collateral accounts held at a designated depositary bank on a limited basis and for specific purposes, including for the payment of operating expenses of Cheniere Partners and its guarantor subsidiaries. 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, 2018 | |
Receivables [Abstract] | |
Accounts and Other Receivables | ACCOUNTS AND OTHER RECEIVABLES As of December 31, 2018 and 2017 , accounts and other receivables consisted of the following (in millions): December 31, 2018 2017 Trade receivables SPL $ 330 $ 185 Cheniere Marketing 205 163 Other accounts receivable 46 21 Total accounts and other receivables $ 581 $ 369 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY As of December 31, 2018 and 2017 , inventory consisted of the following (in millions): December 31, 2018 2017 Natural gas $ 30 $ 17 LNG 24 44 LNG in-transit 173 130 Materials and other 89 52 Total inventory $ 316 $ 243 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT As of December 31, 2018 and 2017 , property, plant and equipment, net consisted of the following (in millions): December 31, 2018 2017 LNG terminal costs LNG terminal and interconnecting pipeline facilities $ 13,386 $ 12,687 LNG site and related costs 86 86 LNG terminal construction-in-process 14,864 11,932 Accumulated depreciation (1,299 ) (882 ) Total LNG terminal costs, net 27,037 23,823 Fixed assets and other Computer and office equipment 17 14 Furniture and fixtures 22 19 Computer software 100 92 Leasehold improvements 41 41 Land 59 59 Other 21 16 Accumulated depreciation (111 ) (86 ) Total fixed assets and other, net 149 155 Assets under capital lease Tug vessels 60 — Accumulated depreciation (1 ) — Total assets under capital lease, net 59 — Property, plant and equipment, net $ 27,245 $ 23,978 Depreciation expense was $445 million , $354 million and $173 million during the years ended December 31, 2018, 2017 and 2016 , respectively. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. We realized offsets to LNG terminal costs of $140 million , $320 million and $214 million in the years ended December 31, 2018, 2017 and 2016 , respectively, for sales of commissioning cargoes from the SPL Project and the CCL Project . LNG Terminal Costs Our LNG terminals are depreciated using the straight-line depreciation method applied to groups of LNG terminal assets with varying useful lives. The identifiable components of our LNG terminals 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 Water pipelines 30 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, 2018 | |
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 credit facilities (“Interest Rate Derivatives”) ; • commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the SPL Project and the CCL 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 both LNG Trading Derivatives and operations in countries outside of the United States (“FX Derivatives”) . We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. 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 to the extent not utilized for the commissioning process. The following table 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, 2018 and 2017 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in millions). Fair Value Measurements as of December 31, 2018 December 31, 2017 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 CCH Interest Rate Derivatives asset (liability) $ — $ 18 $ — $ 18 $ — $ (32 ) $ — $ (32 ) CQP Interest Rate Derivatives asset — — — — — 21 — 21 Liquefaction Supply Derivatives asset (liability) 6 (19 ) (29 ) (42 ) 2 10 43 55 LNG Trading Derivatives asset (liability) 1 (25 ) — (24 ) (13 ) 5 — (8 ) FX Derivatives asset (liability) — 15 — 15 — (1 ) — (1 ) We value our Interest Rate Derivatives using an income-based approach utilizing observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. We value our LNG Trading Derivatives and our Liquefaction Supply Derivatives using a market based approach incorporating present value techniques, as needed, using observable commodity price curves, when available, and other relevant data. We value our FX Derivatives with a market approach using observable FX rates and other relevant data. The fair value of our Physical Liquefaction Supply Derivatives is predominantly driven by market commodity basis prices and, as applicable to our natural gas supply contracts, our assessment of the associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. Upon the satisfaction of conditions precedent, including 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. We include a portion of our Physical Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which may be impacted by inputs that are unobservable in the marketplace. 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 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. As of December 31, 2018 and 2017 , some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow. The Level 3 fair value measurements of natural gas positions within our Physical Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas market basis spreads due to the contractual notional amount represented by our Level 3 positions, which is a substantial portion of our overall Physical Liquefaction Supply Derivatives portfolio. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of December 31, 2018 : Net Fair Value Liability (in millions) Valuation Approach Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $(29) Market approach incorporating present value techniques Basis Spread $(0.980) - $0.085 The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 Balance, beginning of period $ 43 $ 79 $ 32 Realized and mark-to-market gains (losses): Included in cost of sales (1) (13 ) (37 ) 48 Purchases and settlements: Purchases (31 ) 14 1 Settlements (1) (29 ) (12 ) (2 ) Transfers out of Level 3 (2) 1 (1 ) — Balance, end of period $ (29 ) $ 43 $ 79 Change in unrealized gains (losses) relating to instruments still held at end of period $ (13 ) $ (37 ) $ 49 (1) Does not include the decrease in fair value of $1 million related to the realized gains capitalized during the year ended December 31, 2016. (2) Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements. 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. Additionally, we evaluate our own ability to meet our commitments in instances where our derivative instruments are in a liability 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 CCH has entered into interest rate swaps (“CCH Interest Rate Derivatives”) to hedge a portion of the variable interest payments on its credit facility (the “CCH Credit Facility”) . In June 2018, CCH settled a portion of the CCH Interest Rate Derivatives and received proceeds of $5 million upon the termination of interest rate swaps associated with the amendment of the CCH Credit Facility , as discussed in Note 12—Debt . In May 2017, CCH settled a portion of the CCH Interest Rate Derivatives and paid $13 million in conjunction with the termination of approximately $1.4 billion of commitments under the CCH Credit Facility . Cheniere Partners previously had interest rate swaps (“CQP Interest Rate Derivatives”) to hedge a portion of the variable interest payments on its CQP Credit Facilities , based on a portion of the expected outstanding borrowings over the term of the CQP Credit Facilities . In September 2018, Cheniere Partners terminated approximately $1.2 billion of commitments under the CQP Credit Facilities , as discussed in Note 12—Debt . In October 2018, Cheniere Partners terminated the CQP Interest Rate Derivatives related to the CQP Credit Facilities , which resulted in proceeds of $28 million . SPL previously had 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 “SPL Credit Facilities”), based on a portion of the expected outstanding borrowings over the term of the SPL Credit Facilities. In March 2017, SPL settled the SPL Interest Rate Derivatives and paid $7 million in conjunction with the termination of approximately $1.6 billion of commitments under the SPL Credit Facilities . As of December 31, 2018 , 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 CCH Interest Rate Derivatives $29 million $4.7 billion May 20, 2015 May 31, 2022 2.30% One-month LIBOR The following table shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets (in millions): December 31, 2018 December 31, 2017 CCH Interest Rate Derivatives CQP Interest Rate Derivatives Total CCH Interest Rate Derivatives CQP Interest Rate Derivatives Total Consolidated Balance Sheet Location Derivative assets $ 10 $ — $ 10 $ — $ 7 $ 7 Non-current derivative assets 8 — 8 3 14 17 Total derivative assets 18 — 18 3 21 24 Derivative liabilities — — — (20 ) — (20 ) Non-current derivative liabilities — — — (15 ) — (15 ) Total derivative liabilities — — — (35 ) — (35 ) Derivative asset (liability), net $ 18 $ — $ 18 $ (32 ) $ 21 $ (11 ) The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 CCH Interest Rate Derivatives gain (loss) $ 43 $ 3 $ (16 ) CQP Interest Rate Derivatives gain 14 6 12 SPL Interest Rate Derivatives loss — (2 ) (6 ) Commodity Derivatives Liquefaction Supply Derivatives SPL and CCL have entered into primarily index-based physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the SPL Project and the CCL Project. The terms of the physical natural gas supply contracts range up to eight years, some of which commence upon the satisfaction of certain conditions precedent. 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. LNG Trading Derivatives We have entered into, and may from time to time enter into, financial LNG Trading 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 LNG purchase and sale transactions. The following table shows the fair value and location of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”) on our Consolidated Balance Sheets (in millions, except notional amount): December 31, 2018 December 31, 2017 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Consolidated Balance Sheet Location Derivative assets $ 13 $ 24 $ 37 $ 41 $ 9 $ 50 Non-current derivative assets 46 — 46 17 — 17 Total derivative assets 59 24 83 58 9 67 Derivative liabilities (79 ) (48 ) (127 ) — (17 ) (17 ) Non-current derivative liabilities (22 ) — (22 ) (3 ) — (3 ) Total derivative liabilities (101 ) (48 ) (149 ) (3 ) (17 ) (20 ) Derivative asset (liability), net $ (42 ) $ (24 ) $ (66 ) $ 55 $ (8 ) $ 47 Notional amount, net (in TBtu) (3) 5,832 12 2,539 25 (1) Does not include collateral calls of $5 million and $1 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2018 and 2017 , respectively. (2) Does not include collateral of $9 million and $28 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2018 and 2017 , respectively. (3) SPL had secured up to approximately 3,464 TBtu and 2,214 TBtu and CCL had secured up to approximately 2,801 TBtu and 2,024 TBtu of natural gas feedstock through natural gas supply contracts as of December 31, 2018 and 2017 , respectively. The following table 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, 2018, 2017 and 2016 (in millions): Consolidated Statements of Operations Location (1) Year Ended December 31, 2018 2017 2016 LNG Trading Derivatives loss LNG revenues $ (25 ) $ (44 ) $ (4 ) Liquefaction Supply Derivatives loss (2) LNG revenues (1 ) — — Liquefaction Supply Derivatives gain (loss) (2) Cost of sales (100 ) (24 ) 42 (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 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 following table shows the fair value and location of our FX Derivatives on our Consolidated Balance Sheets (in millions): Fair Value Measurements as of Consolidated Balance Sheet Location December 31, 2018 December 31, 2017 FX Derivatives Derivative assets $ 16 $ — FX Derivatives Derivative liabilities (1 ) — FX Derivatives Non-current derivative liabilities — (1 ) The total notional amount of our FX Derivatives was $379 million and $27 million as of December 31, 2018 and 2017 , respectively. The following table shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, Statement of Operations Location 2018 2017 2016 FX Derivatives gain (loss) LNG revenues $ 18 $ (1 ) $ — FX Derivatives loss Other income — — (1 ) Consolidated Balance Sheet Presentation Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions): 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, 2018 CCH Interest Rate Derivatives $ 19 $ (1 ) $ 18 Liquefaction Supply Derivatives 95 (36 ) 59 Liquefaction Supply Derivatives (121 ) 20 (101 ) LNG Trading Derivatives 112 (88 ) 24 LNG Trading Derivatives (92 ) 44 (48 ) FX Derivatives 30 (14 ) 16 FX Derivatives (2 ) 1 (1 ) As of December 31, 2017 CCH Interest Rate Derivatives $ 3 $ — $ 3 CCH Interest Rate Derivatives (35 ) — (35 ) CQP Interest Rate Derivatives 21 — 21 Liquefaction Supply Derivatives 64 (6 ) 58 Liquefaction Supply Derivatives (3 ) — (3 ) LNG Trading Derivatives 9 — 9 LNG Trading Derivatives (37 ) 20 (17 ) FX Derivatives (1 ) — (1 ) |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent [Abstract] | |
Other Non-Current Assets | OTHER NON-CURRENT ASSETS As of December 31, 2018 and 2017 , other non-current assets, net consisted of the following (in millions): December 31, 2018 2017 Advances made under EPC and non-EPC contracts $ 14 $ 26 Advances made to municipalities for water system enhancements 90 97 Advances and other asset conveyances to third parties to support LNG terminals 54 48 Tax-related payments and receivables 21 29 Equity method investments 94 64 Other 32 24 Total other non-current assets, net $ 305 $ 288 Equity Method Investments Our equity method investments consist of interests in privately-held companies. In 2017, we acquired an equity interest in Midship Holdings, LLC (“Midship Holdings”), which manages the business and affairs of Midship Pipeline Company, LLC (“Midship Pipeline”). Midship Pipeline is pursuing the development, construction, operation and maintenance of an approximately 200 -mile natural gas pipeline project (the “Midship Project”) that connects new production in the Anadarko Basin to Gulf Coast markets. Midship Holdings entered into agreements with investment funds managed by EIG Global Energy Partners (“EIG”) under which EIG-managed funds committed to make an investment of up to $500 million (the “EIG Investment”) in the Midship Project, subject to the terms and conditions contained in the applicable agreements. The EIG Investment, when combined with equity contributed by us, is intended to ensure the Midship Project has the equity funding expected to be required to develop and construct the project. Construction of the Midship Project will commence based upon, among other things, obtaining the required authorization from the FERC and adequate financing to construct the proposed project. We have determined that Midship Holdings is a VIE because it is thinly capitalized at formation such that the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support. We do not consolidate Midship Holdings because we do not have power to direct the activities that most significantly impact its economic performance. We continually monitor both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause a change in our identification of a VIE or determination of the primary beneficiary to a VIE. We account for our investment in Midship Holdings under the equity method as we have the ability to exercise significant influence over the operating and financial policies of Midship Holdings through our non-controlling voting rights on its board of managers. Our investment in Midship Holdings was $85 million and $55 million at December 31, 2018 and 2017 , respectively. Our obligations to make additional investments in Midship Holdings are not significant. Cheniere LNG O&M Services, LLC (“O&M Services”), our wholly owned subsidiary, provides the development, construction, operation and maintenance services associated with the Midship Project pursuant to agreements in which O&M Services receives an agreed upon fee and reimbursement of costs incurred. O&M Services recorded $12 million and $3 million in the years ended December 31, 2018 and 2017 , respectively, of revenues in other—related party and $4 million and $2 million of accounts receivable—related party as of December 31, 2018 and 2017 , respectively, for services provided to Midship Pipeline under these agreements. CCL has entered into a transportation precedent agreement and a negotiated rate agreement with Midship Pipeline to secure firm pipeline transportation capacity for a period of 10 years following commencement of the Midship Project. In May 2018, CCL issued a letter of credit to Midship Pipeline for drawings up to an aggregate maximum amount of $16 million . Midship Pipeline had no t made any drawings on this letter of credit as of December 31, 2018 . |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | NON-CONTROLLING INTEREST As of December 31, 2018 and 2017 , we and Cheniere Holdings, respectively, owned a 48.6% limited partner interest in Cheniere Partners in the form of 104.5 million common units and 135.4 million subordinated units, with the remaining non-controlling interest held by Blackstone CQP Holdco ( “Blackstone CQP Holdco” ) and the public. As of December 31, 2017 , we owned 82.7% of Cheniere Holdings. Prior to the mandatory conversion of Cheniere Partners’ Class B units (“Class B units”) on August 2, 2017, Cheniere Holdings owned a 55.9% limited partner interest in Cheniere Partners in the form of 12.0 million common units, 45.3 million Class B units and 135.4 million subordinated units, with the remaining non-controlling interest held by Blackstone CQP Holdco and the public. We also own 100% of the general partner interest and the incentive distribution rights in Cheniere Partners. During the year ended December 31, 2018 , we acquired 17.3% of additional interest in Cheniere Holdings previously held by the public, and closed the merger of Cheniere Holdings with and into our wholly owned subsidiary. As a result of the merger, all of the publicly-held shares of Cheniere Holdings not owned by us were canceled and shareholders other than Cheniere received shares of our common stock in a stock-for-share exchange. Because the transactions represented a combination of ownership interests under common control, changes in Cheniere’s ownership interest in Cheniere Holdings were accounted for as an equity transaction and no gain or loss was recognized. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2018 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entities | VARIABLE INTEREST ENTITIES Cheniere Partners is a limited partnership formed by us in 2006 to own and operate the Sabine Pass LNG terminal and related assets. Cheniere Partners GP, our wholly owned subsidiary, is the general partner of Cheniere Partners. In 2012, Cheniere Partners, Cheniere and Blackstone CQP Holdco entered into a unit purchase agreement whereby Cheniere Partners sold 100.0 million 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. We have determined that Cheniere Partners GP is a VIE 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 VIE based on certain criteria. As a result, we consolidate Cheniere Partners in our Consolidated Financial Statements. In addition, we have an equity method investment in Midship Holdings, which we have determined to be a VIE but do not consolidate in our Consolidated Financial Statements. See Note 8—Other Non-current Assets for further discussion of our determination of Midship Holdings as an unconsolidated VIE. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of December 31, 2018 and 2017 , accrued liabilities consisted of the following (in millions): December 31, 2018 2017 Interest costs and related debt fees $ 233 $ 397 Accrued natural gas purchases 610 298 LNG terminals and related pipeline costs 125 192 Compensation and benefits 117 141 Accrued LNG inventory 14 1 Other accrued liabilities 70 49 Total accrued liabilities $ 1,169 $ 1,078 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of December 31, 2018 and 2017 , our debt consisted of the following (in millions): December 31, 2018 2017 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”) $ 2,000 $ 2,000 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000 1,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”) 1,500 1,500 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000 2,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000 2,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500 1,500 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500 1,500 4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”) 1,350 1,350 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 800 Cheniere Partners 5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) 1,500 1,500 5.625% Senior Notes due 2026 (“2026 CQP Senior Notes”) 1,100 — CQP Credit Facilities — 1,090 CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250 1,250 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500 1,500 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500 1,500 CCH Credit Facility 5,156 2,485 CCH HoldCo II 11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,455 1,305 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 1,218 1,161 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”) 625 625 $1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) — — Unamortized premium, discount and debt issuance costs, net (775 ) (730 ) Total long-term debt, net 28,179 25,336 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) 168 — Cheniere Marketing trade finance facilities 71 — Total current debt 239 — Total debt, net $ 28,418 $ 25,336 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, 2018 (in millions): Years Ending December 31, Principal Payments 2019 $ 239 2020 — 2021 3,218 2022 1,000 2023 1,500 Thereafter 23,236 Total $ 29,193 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, 2027 SPL Senior Notes and 2028 SPL Senior Notes (collectively with the 2037 SPL Senior Notes, the “SPL Senior Notes”) are governed by a common indenture (the “SPL Indenture”) and the terms of the 2037 SPL Senior Notes are governed by a separate indenture (the “2037 SPL Senior Notes Indenture”). Both the SPL Indenture and the 2037 SPL Senior Notes Indenture contain 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 or issue preferred stock, make certain investments or pay dividends or distributions on capital stock or subordinated indebtedness or purchase, redeem or retire capital stock, sell or transfer assets, including capital stock of SPL’s restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries, incur liens, enter into transactions with affiliates, dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of SPL’s assets and enter into certain LNG sales contracts. Subject to permitted liens, the SPL Senior Notes are secured on a pari passu first-priority basis by a security interest in all of the membership interests in SPL and substantially all of SPL’s assets. SPL may not make any distributions until, among other requirements, deposits are made into debt service reserve accounts as required and a debt service coverage ratio test of 1.25 :1.00 is satisfied. Semi-annual principal payments for the 2037 SPL Senior Notes are due on March 15 and September 15 of each year beginning September 15, 2025. Interest on the SPL Senior Notes is payable semi-annually in arrears. 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, 2027 SPL Senior Notes, 2028 SPL Senior Notes and 2037 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 (except for the 2037 SPL Senior Notes, in which case the redemption price is equal to the “optional redemption” price) set forth in the respective indentures governing the SPL Senior Notes, 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, 2027 SPL Senior Notes, 2028 SPL Senior Notes and 2037 SPL Senior Notes, in which case the time period is within six months of 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. CQP Senior Notes In September 2018, Cheniere Partners issued an aggregate principal amount of $1.1 billion of the 2026 CQP Senior Notes . Net proceeds of the offering of approximately $1.1 billion , after deducting the initial purchasers’ commissions and estimated fees and expenses, were used to prepay all of the outstanding indebtedness under the CQP Credit Facilities , resulting in the recognition of debt modification and extinguishment costs of $12 million for the year ended December 31, 2018 relating to the incurrence of third party fees and write off of unamortized debt issuance costs. Borrowings under the 2026 CQP Senior Notes accrue interest at a fixed rate of 5.625% . The 2025 CQP Senior Notes and the 2026 CQP Senior Notes (collectively, the “CQP Senior Notes”) are jointly and severally guaranteed by each of Cheniere Partners’ subsidiaries other than SPL (the “CQP Guarantors”) and, subject to certain conditions governing its guarantee, Sabine Pass LP. The CQP Senior Notes are governed by the same base indenture (the “CQP Base Indenture”) . The 2025 CQP Senior Notes are further governed by the First Supplemental Indenture (together with the CQP Base Indenture, the “2025 CQP Notes Indenture”) and the 2026 CQP Senior Notes are further governed by the Second Supplemental Indenture (together with the CQP Base Indenture, the “2026 CQP Notes Indenture”). The 2025 CQP Notes Indenture and the 2026 CQP Notes Indenture contain customary terms and events of default and certain covenants that, among other things, limit the ability of Cheniere Partners and the CQP Guarantors to incur liens and sell assets, enter into transactions with affiliates, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of the applicable entity’s properties or assets. Interest on the CQP Senior Notes is payable semi-annually in arrears. At any time prior to October 1, 2020 for the 2025 CQP Senior Notes and October 1, 2021 for the 2026 CQP Senior Notes , Cheniere Partners may redeem all or a part of the applicable CQP Senior Notes at a redemption price equal to 100% of the aggregate principal amount of the CQP Senior Notes redeemed, plus the “applicable premium” set forth in the respective indentures governing the CQP Senior Notes , plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to October 1, 2020 for the 2025 CQP Senior Notes and October 1, 2021 for the 2026 CQP Senior Notes , Cheniere Partners may redeem up to 35% of the aggregate principal amount of the CQP Senior Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to 105.250% of the aggregate principal amount of the 2025 CQP Senior Notes and 105.625% of the aggregate principal amount of the 2026 CQP Senior Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption. Cheniere Partners also may at any time on or after October 1, 2020 through the maturity date of October 1, 2025 for the 2025 CQP Senior Notes and October 1, 2021 through the maturity date of October 1, 2026 for the 2026 CQP Senior Notes , redeem the CQP Senior Notes , in whole or in part, at the redemption prices set forth in the respective indentures governing the CQP Senior Notes . The CQP Senior Notes are Cheniere Partners’ senior obligations, ranking equally in right of payment with Cheniere Partners’ other existing and future unsubordinated debt and senior to any of its future subordinated debt. After applying the proceeds from the 2026 CQP Senior Notes , the CQP Senior Notes became unsecured. In the event that the aggregate amount of Cheniere Partners’ secured indebtedness and the secured indebtedness of the CQP Guarantors (other than the CQP Senior Notes or any other series of notes issued under the CQP Base Indenture ) outstanding at any one time exceeds the greater of (1) $1.5 billion and (2) 10% of net tangible assets, the CQP Senior Notes will be secured to the same extent as such obligations under the CQP Credit Facilities . The obligations under the CQP Credit Facilities are secured on a first-priority basis (subject to permitted encumbrances) with liens on (1) substantially all the existing and future tangible and intangible assets and rights of Cheniere Partners and the CQP Guarantors and equity interests in the CQP Guarantors (except, in each case, for certain excluded properties set forth in the CQP Credit Facilities) and (2) substantially all of the real property of SPLNG (except for excluded properties referenced in the CQP Credit Facilities). The liens securing the CQP Senior Notes , if applicable, will be shared equally and ratably (subject to permitted liens) with the holders of other senior secured obligations, which include the CQP Credit Facilities obligations and any future additional senior secured debt obligations. In connection with the closing of the 2026 CQP Senior Notes offering, Cheniere Partners and the CQP Guarantors entered into a registration rights agreement (the “CQP Registration Rights Agreement”) . Under the CQP Registration Rights Agreement , Cheniere Partners and the CQP Guarantors have agreed to file with the SEC and cause to become effective a registration statement relating to an offer to exchange any and all of the 2026 CQP Senior Notes for a like aggregate principal amount of debt securities of Cheniere Partners with terms identical in all material respects to the 2026 CQP 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 the notes issuance date of September 11, 2018. Under specified circumstances, Cheniere Partners and the CQP Guarantors have also agreed to cause to become effective a shelf registration statement relating to resales of the 2026 CQP Senior Notes . Cheniere Partners will be obligated to pay additional interest on the 2026 CQP Senior Notes if it fails to comply with its obligation to register the 2026 CQP Senior Notes within the specified time period. CCH Senior Notes The 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes (collectively, the “CCH Senior Notes”) are jointly and severally guaranteed by CCH’s subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (the “CCH Guarantors”). The indenture governing the 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. Credit Facilities Below is a summary of our credit facilities outstanding as of December 31, 2018 (in millions): SPL Working Capital Facility CQP Credit Facilities CCH Credit Facility CCH Working Capital Facility Cheniere Revolving Credit Facility Original facility size $ 1,200 $ 2,800 $ 8,404 $ 350 $ 750 Incremental commitments — — 1,566 850 500 Less: Outstanding balance — — 5,156 168 — Commitments prepaid or terminated — 2,685 3,832 — — Letters of credit issued 425 — — 316 — Available commitment $ 775 $ 115 $ 982 $ 716 $ 1,250 Interest rate LIBOR plus 1.75% or base rate plus 0.75% 2.25% of the undrawn portion with a 0.50% step-up beginning on February 25, 2019 LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75% LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50% Maturity date December 31, 2020, with various terms for underlying loans February 25, 2020 June 30, 2024 June 29, 2023 December 13, 2022 As of December 31, 2018 , the weighted average interest rate on our current debt was 5.47% . 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 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, 2018 , no SPL LC Draws 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. CQP Credit Facilities In February 2016, Cheniere Partners entered into the CQP Credit Facilities . The CQP Credit Facilities originally consisted of: (1) a $450 million CTPL tranche term loan that was used to prepay the $400 million term loan facility in February 2016, (2) an approximately $2.1 billion SPLNG tranche term loan that was used to repay and redeem in November 2016 the approximately $2.1 billion of the senior notes previously issued by SPLNG, (3) a $125 million facility that could be used to satisfy a six -month debt service reserve requirement and (4) a $115 million revolving credit facility that may be used for general business purposes. In September 2017 and September 2018, Cheniere Partners issued the 2025 CQP Senior Notes and the 2026 CQP Senior Notes , respectively, and the net proceeds were used to prepay the outstanding term loans under the CQP Credit Facilities . As of December 31, 2018 , only a $115 million revolving credit facility, which is currently undrawn, remains as part of the CQP Credit Facilities . 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 revolving credit facility is available for the issuance of letters of credit, which incurs 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 CQP Credit Facilities mature on February 25, 2020. Any 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 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 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 CQP Credit Facilities are unconditionally guaranteed by each subsidiary of Cheniere Partners other than (1) SPL and (2) certain subsidiaries of Cheniere Partners owning other development projects, as well as certain other specified subsidiaries and members of the foregoing entities. CCH Credit Facility In May 2018, CCH amended and restated the CCH Credit Facility to increase total commitments under the CCH Credit Facility from $4.6 billion to $6.1 billion . Borrowings are used to fund a portion of the costs of developing, constructing and placing into service the three Trains and the related facilities of the CCL Project and for related business purposes. The CCH Credit Facility matures on June 30, 2024 , with principal payments due quarterly commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following the completion of the CCL Project as defined in the common terms agreement and (2) a set date determined by reference to the date under which a certain LNG buyer linked to the last Train of the CCL Project to become operational is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19 -year tailored amortization, commencing the first full quarter after the completion of Trains 1 through 3 and designed to achieve a minimum projected fixed debt service coverage ratio of 1.50 :1. Loans under the CCH Credit Facility accrue interest at a variable rate per annum equal to, at CCH’s election, LIBOR or the base rate (determined by reference to the applicable agent’s prime rate), plus the applicable margin. The applicable margin for LIBOR loans is 1.75% and for base rate loans is 0.75% . 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 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 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, on a pari passu basis with the CCH Senior Notes and the CCH Credit Facility. Under the 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 certain distributions under agreements governing its indebtedness generally until, among other requirements, the completion of the construction of Trains 1 through 3 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. The amendment and restatement of the CCH Credit Facility resulted in the recognition of $15 million of debt modification and extinguishment costs during the year ended December 31, 2018 relating to the incurrence of third party fees and write off of unamortized debt issuance costs. CCH was required to pay certain upfront fees to the agents and lenders under the CCH Credit Facility together with additional transaction fees and expenses in the aggregate amount of $53 million during the year ended December 31, 2018 . CCH Working Capital Facility In June 2018, CCH amended and restated the CCH Working Capital Facility to increase total commitments under the CCH Working Capital Facility from $350 million to $1.2 billion . The CCH Working Capital Facility is intended to be used for loans to CCH (“CCH Working Capital Loans”) and the issuance of letters of credit on behalf of CCH for certain working capital requirements related to developing and placing into operations the CCL Project and for related business purposes. 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 for working capital under the Common Terms Agreement that was entered into concurrently with the CCH Credit Facility . Loans under the CCH Working Capital Facility , including CCH Working Capital 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 prime rate, (2) the federal funds rate plus 0.50% and (3) one month LIBOR plus 0.50% ) plus the applicable margin. The applicable margin for LIBOR Revolving Loans ranges from 1.25% to 1.75% per annum, and the applicable margin for base rate Revolving Loans ranges from 0.25% to 0.75% per annum. Interest on Revolving 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 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, (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 fronted 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 2.00% plus the base rate. CCH was required to pay certain upfront fees to the agents and lenders under the CCH Working Capital Facility together with additional transaction fees and expenses in the aggregate amount of $14 million during the year ended December 31, 2018 . The CCH Working Capital Facility matures on June 29, 2023 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 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 CCH Credit Facility . Cheniere Revolving Credit Facility In December 2018, we amended and restated the Cheniere Revolving Credit Facility to increase total commitments under the Cheniere Revolving Credit Facility from $750 million to $1.25 billion . The Cheniere Revolving Credit Facility is intended to fund, through loans and letters of credit, equity capital contributions to CCH HoldCo II and its subsidiaries for the development of the CCL Project and, provided that certain conditions are met, for general corporate purposes. The Cheniere Revolving Credit Facility matures on December 13, 2022 and contains representations, warranties and affirmative and negative covenants customary for companies like us with lenders of the type participating in the Cheniere Revolving Credit Facility that limit our ability to make restricted payments, including distributions, unless certain conditions are satisfied, as well as limitations on indebtedness, guarantees, hedging, liens, investments and affiliate transactions. Under the Cheniere Revolving Credit Facility , we are required to ensure that the sum of our unrestricted cash and the amount of undrawn commitments under the Cheniere Revolving Credit Facility is at least equal to the lesser of (1) 20% of the commitments under the Cheniere Revolving Credit Facility and (2) $200 million (the “Liquidity Covenant”). From and after the time at which certain specified conditions are met (the “Trigger Point”), we will have increased flexibility under the Cheniere Revolving Credit Facility to, among other things, (1) make restricted payments and (2) raise incremental commitments. The Trigger Point will occur once (1) completion has occurred for each of Train 1 of the CCL Project (as defined in the CCH Indenture) and Train 5 of the SPL Project (as defined in SPL’s common terms agreement), (2) the aggregate principal amount of outstanding loans plus drawn and unreimbursed letters of credit under the Cheniere Revolving Credit Facility is less than or equal to 10% of aggregate commitments under the Cheniere Revolving Credit Facility and (3) we elect on a go-forward basis to be governed by a non-consolidated leverage ratio covenant not to exceed 5.75 :1.00 (the “Springing Leverage Covenant”), which following such election will apply at any time that the aggregate principal amount of outstanding loans plus drawn and unreimbursed letters of credit under the Cheniere Revolving Credit Facility is greater than 30% of aggregate commitments under the Cheniere Revolving Credit Facility . Following the Trigger Point, at any time that the Springing Leverage Covenant is in effect, the Liquidity Covenant will not apply. Loans under the Cheniere Revolving Credit Facility accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of (1) the prime rate, (2) the federal funds rate plus 0.50% and (3) one month LIBOR plus 1.00% ), plus the applicable margin. The applicable margin for LIBOR loans ranges from 1.75% to 2.50% per annum, and the applicable margin for base rate loans ranges from 0.75% to 1.50% per annum, in each case, based on the credit ratings then in effect assigned to loans under the Cheniere Revolving Credit Facility . 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 calendar quarter. We will also pay (1) prior to the Trigger Point, a commitment fee on the average daily amount of undrawn commitments at an annual rate of 0.75% , payable quarterly in arrears and (2) from and after the Trigger Point, a commitment fee on the average daily amount of undrawn commitments at a rate equal to 30% multiplied by the applicable margin for LIBOR loans then in effect. We will also pay a letter of credit fee at an annual rate equal to the applicable margin for LIBOR loans on the undrawn portion of all letters of credit issued under the Cheniere Revolving Credit Facility . Draws on any letters of credit will accrue interest at an annual rate equal to the base rate plus 2.0% . The Cheniere Revolving Credit Facility is secured by a first priority security interest (subject to permitted liens and other customary exceptions) in substantially all of our assets, including our interests in our direct subsidiaries (excluding CCH HoldCo II and certain other subsidiaries). Convertible Notes Belo |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from Contracts with Customers | REVENUES FROM CONTRACTS WITH CUSTOMERS The following table represents a disaggregation of revenue earned from contracts with customers during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 LNG revenues $ 7,440 $ 5,342 $ 1,015 Regasification revenues 261 260 259 Other revenues (1) 142 21 8 Other—related party 12 3 — Total revenues from customers 7,855 5,626 1,282 Gains (losses) from derivative instruments (2) 132 (25 ) 1 Total revenues $ 7,987 $ 5,601 $ 1,283 (1) Includes $101 million in sub-chartering revenues for the year ended December 31, 2018. (2) Includes the realized value associated with a portion of derivative instruments that settle through physical delivery. LNG Revenues We have entered into numerous SPAs with third party customers for the sale of LNG on a free on board (“FOB”) (delivered to the customer at either the Sabine Pass or Corpus Christi LNG terminal) or delivered at terminal (“DAT”) (delivered to the customer at their LNG receiving terminal) basis. Our customers generally purchase LNG for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The fixed fee component is the amount payable to us regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to us only upon delivery of LNG plus all future adjustments to the fixed fee for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train. We intend to primarily use LNG sourced from our Sabine Pass or Corpus Christi terminals to provide contracted volumes to our customers. However, we supplement this LNG with volumes procured from third parties. LNG revenues recognized from LNG that was procured from third parties was $745 million , $981 million and $236 million for the years ended December 31, 2018, 2017 and 2016 , respectively. Revenues from the sale of LNG are recognized at a point in time when the LNG is delivered to the customer, either at the Sabine Pass or Corpus Christi LNG terminal or at the customer’s LNG receiving terminal, based on the terms of the contract, which is the point legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation. The stated contract price (including both fixed and variable fees) per MMBtu in each LNG sales arrangement is representative of the stand-alone selling price for LNG at the time the sale was negotiated. We have concluded that the variable fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct molecule of LNG and recognized when that distinct molecule of LNG is delivered to the customer. Because of the use of the exception, variable consideration related to the sale of LNG is also not included in the transaction price. When we sell LNG on a DAT basis, we consider all transportation costs, including vessel chartering, loading/unloading and canal fees, as fulfillment costs and not as separate services provided to the customer within the arrangement, regardless of whether or not such activities occur prior to or after the customer obtains control of the LNG. We expense fulfillment costs as incurred unless otherwise dictated by GAAP. Fees received pursuant to SPAs are recognized as LNG revenues only 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. Regasification Revenues The Sabine Pass LNG terminal has operational regasification capacity of approximately 4.0 Bcf/d. Approximately 2.0 Bcf/d of the regasification capacity at the Sabine Pass LNG terminal has been reserved under two long-term TUAs with unaffiliated third-party customers, under which they are required to pay fixed monthly fees regardless of their use of the LNG terminal. Each of the customers has reserved approximately 1.0 Bcf/d of regasification capacity. The customers are each obligated to make monthly capacity payments to SPLNG aggregating approximately $125 million annually for 20 years that commenced in 2009, which is representative of fixed consideration in the contract. A portion of this fee is adjusted annually for inflation which is considered variable consideration. The remaining capacity of the Sabine Pass LNG terminal has been reserved by SPL, for which the associated revenues are eliminated in consolidation. Because SPLNG is continuously available to provide regasification service on a daily basis with the same pattern of transfer, we have concluded that SPLNG provides a single performance obligation to its customers on a continuous basis over time. We have determined that an output method of recognition based on elapsed time best reflects the benefits of this service to the customer and accordingly, LNG regasification capacity reservation fees are recognized as regasification revenues on a straight-line basis over the term of the respective TUAs. We have concluded that the inflation element within the contract meets the exception for allocating variable consideration to specific parts of the contract and accordingly the inflation adjustment is not included in the transaction price and will be recognized over the year in which the inflation adjustment relates on a straight-line basis. In 2012, SPL entered into a partial TUA assignment agreement with Total Gas & Power North America, Inc. (“Total”) , whereby SPL would progressively gain access to Total ’s capacity and other services provided under its TUA with SPLNG. This agreement provides SPL with additional berthing and storage capacity at the Sabine Pass LNG terminal that may be used to provide increased flexibility in managing LNG cargo loading and unloading activity, permit SPL to more flexibly manage its LNG storage capacity and accommodate the development of Trains 5 and 6. Upon substantial completion of Train 3 of the SPL Project , which was in March 2017, SPL gained access to a portion of Total ’s capacity and other services provided under Total ’s TUA with SPLNG. Upon substantial completion of Train 5, SPL will gain access to substantially all of Total ’s capacity. Notwithstanding any arrangements between Total and SPL, payments required to be made by Total to SPLNG will continue to be made by Total to SPLNG in accordance with its TUA and we continue to recognize the payments received from Total as revenue. During the years ended December 31, 2018 and 2017 , SPL recorded $30 million and $23 million , respectively, as operating and maintenance expense under this partial TUA assignment agreement. Deferred Revenue Reconciliation The following table reflects the changes in our contract liabilities, which we classify as deferred revenue on our Consolidated Balance Sheets (in millions): Year Ended December 31, 2018 2017 Deferred revenues, beginning of period $ 111 $ 78 Cash received but not yet recognized 139 111 Revenue recognized from prior period deferral (111 ) (78 ) Deferred revenues, end of period $ 139 $ 111 We record deferred revenue when we receive consideration, or such consideration is unconditionally due from a customer, prior to transferring goods or services to the customer under the terms of a sales contract. Changes in deferred revenue during the years ended December 31, 2018 and 2017 are primarily attributable to differences between the timing of revenue recognition and the receipt of advance payments related to delivery of LNG under certain SPAs. Transaction Price Allocated to Future Performance Obligations Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2018 and 2017 : December 31, 2018 December 31, 2017 Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) LNG revenues $ 106.6 11 $ 83.7 11 Regasification revenues 2.6 6 2.9 6 Total revenues $ 109.2 $ 86.6 (1) The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price. We have elected the following exemptions which omit certain potential future sources of revenue from the table above: (1) We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less. (2) We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The table above excludes all variable consideration under our SPAs and TUAs. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of Henry Hub throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Approximately 56% of our LNG revenues from contracts with a duration of over one year during each of the years ended December 31, 2018 and 2017 and approximately 3% and 2% of our regasification revenues were related to variable consideration received from customers during the years ended December 31, 2018 and 2017 , respectively. We have entered into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching FID on a certain liquefaction Train, obtaining financing or achieving substantial completion of a Train and any related facilities. These contracts are considered completed contracts for revenue recognition purposes and are included in the transaction price above when the conditions are considered probable of being met. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Components of income (loss) before income taxes and non-controlling interest on our Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 are as follows (in millions): Year Ended December 31, 2018 2017 2016 U.S. $ 997 $ 30 $ (611 ) International 230 536 (52 ) Total income (loss) before income taxes and non-controlling interest $ 1,227 $ 566 $ (663 ) Income tax provision included in our reported net income (loss) consisted of the following (in millions): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 2 — — Foreign 30 6 — Total current 32 6 — Deferred: Federal — — — State — — — Foreign (5 ) (3 ) 2 Total deferred (5 ) (3 ) 2 Total income tax provision $ 27 $ 3 $ 2 The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2018 2017 2016 U.S. federal statutory tax rate 21.0 % 35.0 % 35.0 % Non-controlling interest (11.4 )% 2.9 % (2.1 )% State tax rate (0.4 )% (0.2 )% 1.8 % U.S. tax reform rate change — % 71.4 % — % Share-based compensation (0.5 )% (6.2 )% — % Nondeductible interest expense 2.6 % 8.5 % (6.6 )% Foreign earnings taxed in the U.S. 1.4 % — % — % Foreign rate differential (1.1 )% (0.7 )% (1.2 )% Other 0.4 % (0.5 )% 0.3 % Valuation allowance (9.8 )% (109.7 )% (27.5 )% Effective tax rate 2.2 % 0.5 % (0.3 )% Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows (millions): December 31, 2018 2017 Deferred tax assets Net operating loss carryforwards and credits Federal $ 848 $ 936 Foreign 7 6 State 189 184 Federal and state tax credits 28 22 Disallowed business interest expense carryforward 19 — Deferred gain 46 46 Other 50 77 Less: valuation allowance (686 ) (806 ) Total deferred tax assets 501 465 Deferred tax liabilities Investment in limited partnership (375 ) (391 ) Convertible debt (59 ) (65 ) Property, plant and equipment (48 ) (6 ) Other (11 ) — Total deferred tax liabilities (493 ) (462 ) Net deferred tax assets $ 8 $ 3 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, 2018 , we had federal and state net operating loss (“NOL”) carryforwards of approximately $4.3 billion and $2.4 billion , respectively. These NOL carryforwards will expire between 2021 and 2038. At December 31, 2018 , we had federal and state tax credit carryforwards of $25 million and $3 million , respectively. The federal tax credit carryforwards include investment tax credit carryforwards of $14 million related to capital equipment placed in service by Cheniere Partners. We account for our federal investment tax credits under the flow-through method. The federal and state tax credit carryforwards will expire between 2027 and 2037. Under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, our deduction for business interest is limited to the sum of our business interest income plus 30% of our adjusted taxable income. For the purposes of this limitation, adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, any deduction allowable for depreciation, amortization, or depletion. However, recently issued proposed Treasury Regulations provide that depreciation, amortization, or depletion expense that is capitalized to inventory, is not treated as depreciation, amortization, or depletion deduction for purposes of computing adjusted taxable income. Although the regulations are not final, we have elected to adopt the proposed Treasury Regulations for the tax year ended December 31, 2018. As a result, at December 31, 2018, we had disallowed business interest expense of $92 million that can be carried forward indefinitely. Due to historical losses and other available evidence related to our ability to generate taxable income, we have maintained a valuation allowance against our net federal and state deferred tax assets as of December 31, 2018 and 2017 . We will continue to evaluate the realizability of our deferred tax assets in the future. Release of the U.K. NOL valuation allowance resulted in a $5 million deferred tax benefit for the tax year ended December 31, 2018 . The decrease in the valuation allowance was $120 million for the year ended December 31, 2018 . Changes in the balance of unrecognized tax benefits are as follows (in millions): Year Ended December 31, 2018 2017 Balance at beginning of the year $ 62 $ 103 Additions based on tax positions related to current year — — Additions for tax positions of prior years — — Reductions for tax positions of prior years (1 ) (1 ) Settlements — — U.S. tax reform rate change — (40 ) Balance at end of the year $ 61 $ 62 Any settlement of uncertain tax positions would result in an adjustment to our NOL carryforward which, if utilized, will reduce taxable income in a future year. As a result, the tabular rollforward reflects the unrecognized tax benefits at the reduced corporate income tax rate of 21% . 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 because any settlement of uncertain tax positions would result in an adjustment to our NOL carryforward. 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 U.S. 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 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 did not have any open income tax audits as of December 31, 2018 . Federal and state tax returns for the years after 2014 remain open for examination. Tax authorities may have the ability to review and adjust carryover attributes that were generated prior to these periods if utilized in an open tax year. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We have granted restricted stock shares, restricted stock units, performance stock units and phantom units to employees and non-employee directors under the Amended and Restated 2003 Stock Incentive Plan, as amended (the “2003 Plan”) , the 2011 Incentive Plan, as amended (the “2011 Plan”) , the 2015 Employee Inducement Incentive Plan (the “Inducement Plan”) and the 2015 Long-Term Cash Incentive Plan. Total share-based compensation consisted of the following (in millions): Year Ended December 31, 2018 2017 2016 Share-based compensation costs, pre-tax: Equity awards $ 89 $ 34 $ 41 Liability awards 48 80 76 Total share-based compensation 137 114 117 Capitalized share-based compensation (24 ) (23 ) (16 ) Total share-based compensation expense $ 113 $ 91 $ 101 Tax benefit associated with share-based compensation expense $ 6 $ 5 $ — The total unrecognized compensation cost at December 31, 2018 relating to non-vested share-based compensation arrangements consisted of the following: Unrecognized Compensation Cost (in millions) Recognized over a weighted average period (years) Restricted Stock Share Awards $ 2 0.3 Restricted Share Unit and Performance Stock Unit Awards $ 136 1.7 Phantom Units Awards $ 11 1.4 Restricted Stock Share Awards Restricted stock share 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 us prior to the lapse of the restrictions. These awards vest based on service conditions ( one , two , three or four -year service periods) and performance conditions. All performance conditions of the awards have been achieved as of December 31, 2018 . 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 various share-based performance awards deemed by the Compensation Committee of our Board (the “Compensation Committee”). The Inducement Plan initially provided for the issuance of up to 1.0 million shares of our common stock in the form of stock-based awards deemed by the Compensation Committee to provide us with an opportunity to attract employees. As of December 31, 2018 , 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 . The table below provides a summary of our restricted stock outstanding (in millions, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2018 2.2 $ 24.29 Granted — — Vested (2.1 ) 24.03 Forfeited — — Non-vested at December 31, 2018 0.1 $ 45.77 The fair value of restricted stock share awards vested for the years ended December 31, 2018, 2017 and 2016 were $53 million , $78 million and $36 million , respectively. Restricted Share Unit and Performance Stock Unit Awards Restricted stock units are stock awards that vest over a two - to three -year service period and entitle the holder to receive shares of our common stock upon vesting, subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. Performance stock units provide for three -year cliff vesting with payouts based on our cumulative distributable cash flow per share from January 1, 2018 through December 31, 2020 compared to a pre-established performance target. The number of shares that may be earned at the end of the vesting period ranges from 50 to 200 percent of the target award amount if the threshold performance is met. Both restricted stock units and performance stock units will be settled in Cheniere common stock (on a one-for-one basis) and are classified as equity awards. 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. The table below provides a summary of our restricted share unit and performance stock unit awards outstanding assuming payout at target for awards containing performance conditions (in millions, except for per unit information): Units Weighted Average Grant Date Fair Value Per Unit Non-vested at January 1, 2018 1.3 $ 47.18 Granted (1) 2.6 59.50 Vested (0.4 ) 48.40 Forfeited (0.1 ) 53.92 Non-vested at December 31, 2018 3.4 $ 56.29 (1) This number excludes 0.2 million performance stock units, which represent the maximum number of common units that would be issued if the maximum level of performance under the target awards amount is achieved. The table below provides a summary of restricted share unit and performance stock unit awards issued: Year Ended December 31, 2018 2017 2016 Units issued (in millions) 2.6 1.4 — Weighted average grant date fair value per unit $ 59.50 $ 47.16 $ — Fair value of units vested (in millions) $ 22 $ 1 $ — Phantom Units Awards 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. We did no t issue any phantom units to our employees and non-employee directors during the years ended December 31, 2018 and 2017 . During the year ended December 31, 2016, we issued 1.8 million phantom units to our employees and non-employee directors. Phantom units are not eligible to receive quarterly distributions. These awards vest based on service conditions ( two , three or four -year service periods). The table below provides a summary of our phantom units outstanding (in millions): Units Non-vested at January 1, 2018 1.8 Granted — Vested (1.5 ) Forfeited — Non-vested at December 31, 2018 0.3 The value of phantom units vested during the years ended December 31, 2018, 2017 and 2016 was $91 million , $86 million and $78 million , respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | EMPLOYEE BENEFIT PLAN We have a defined contribution plan (“401(k) Plan”) which allows eligible employees to contribute up to 75% of their compensation up to the IRS maximum. We match each employee’s 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 $9 million , $7 million and $6 million for the years ended December 31, 2018, 2017 and 2016 , respectively. We have made no discretionary contributions to the 401(k) Plan to date. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2018, 2017 and 2016 (in millions, except per share data): Year Ended December 31, 2018 2017 2016 Weighted average common shares outstanding: Basic 245.6 233.1 228.8 Dilutive unvested stock 2.4 — — Diluted 248.0 233.1 228.8 Basic net income (loss) per share attributable to common stockholders $ 1.92 $ (1.68 ) $ (2.67 ) Diluted net income (loss) per share attributable to common stockholders $ 1.90 $ (1.68 ) $ (2.67 ) Potentially dilutive securities that were not included in the diluted net income (loss) per share computations because their effects would have been anti-dilutive were as follows (in millions): Year Ended December 31, 2018 2017 2016 Unvested stock (1) 0.8 3.4 0.6 Convertible notes (2) 17.5 16.9 16.3 Total potentially dilutive common shares 18.3 20.3 16.9 (1) Does not include 0.4 million shares, 0.2 million shares and 5.0 million shares for each of the years ended December 31, 2018, 2017 and 2016 , of unvested stock because the performance conditions had not yet been satisfied as of December 31, 2018 , 2017 and 2016, respectively. (2) Includes number of 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 income (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, 2018 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | LEASES During the years ended December 31, 2018, 2017 and 2016 , we recognized rental expense for all operating leases of $335 million , $199 million and $86 million , respectively, related primarily to LNG vessel time charters, office space and land sites. 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 millions): Years Ending December 31, Operating Leases (1) 2019 (2) $ 380 2020 184 2021 238 2022 264 2023 264 Thereafter 999 Total $ 2,329 (1) Includes certain lease option renewals that are reasonably assured and payments for certain non-lease components . (2) Does not include $43 million in aggregate payments we will receive from our LNG vessel time charter subleases. Capital Leases In December 2015, we entered into a lease agreement for marine services related to the CCL Project that was classified as a capital lease. The service term of this lease commenced at various times during the year ended December 31, 2018 , and the tug vessels received under the agreement are recorded within property, plant and equipment, net on our Consolidated Balance Sheets. Future annual minimum lease payments, excluding inflationary adjustments, for capital leases are as follows (in millions): Years Ending December 31, Capital Leases 2019 $ 5 2020 5 2021 5 2022 5 2023 5 Thereafter 73 Total minimum lease payments (1) 98 Less: amount representing imputed interest (39 ) Present value of minimum lease payment 59 Less: current portion of capital lease obligations (2 ) Non-current portion of capital lease obligations $ 57 (1) Does not include payments for non-lease components of $98 million . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , are not recognized as liabilities but require disclosures in our Consolidated Financial Statements. LNG Terminal Commitments and Contingencies Obligations under EPC Contracts SPL has lump sum turnkey contracts with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the engineering, procurement and construction of Train 5 and Train 6 of the SPL Project. The EPC contract prices for Train 5 of the SPL Project and Train 6 of the SPL Project are approximately $3.1 billion and $2.5 billion , respectively, reflecting amounts incurred under change orders through December 31, 2018 , and including estimated costs for an optional third marine berth. CCL has 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 $7.8 billion and $2.4 billion , respectively, reflecting amounts incurred under change orders through December 31, 2018 . SPL and CCL have the right to terminate each of its respective EPC contracts 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 million depending on the termination date. Obligations under SPAs SPL and CCL have third-party SPAs which obligate SPL and CCL, respectively, to purchase and liquefy sufficient quantities of natural gas to deliver contracted volumes of LNG to the customers’ vessels, subject to completion of construction of applicable specified Trains of the SPL Project or the CCL Project. In addition, our integrated marketing function has third-party SPAs which obligate us to deliver contracted volumes of LNG to the customers’ vessels or to the customers at their LNG receiving terminals. Obligations under LNG TUAs SPLNG has third-party TUAs with Total 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 and CCL primarily have index-based physical natural gas supply contracts to secure natural gas feedstock for the SPL Project and the CCL Project, respectively. The terms of these contracts range up to eight years, some of which commence upon the satisfaction of certain conditions precedent. As of December 31, 2018 , SPL and CCL have secured up to approximately 3,464 TBtu and 2,801 TBtu, respectively, of natural gas feedstock through natural gas supply contracts, a portion of which are considered purchase obligations if the conditions precedent are met. Additionally, SPL and CCL have transportation and storage service agreements for the SPL Project and the CCL Project, respectively. The initial terms of the transportation agreements range up to 20 years for the SPL Project the CCL Project, with renewal options for certain contracts, and commence upon the occurrence of conditions precedent. The term of the storage service agreements for the SPL Project ranges up to ten years and the term of the storage service agreements for the CCL Project ranges up to five years. As of December 31, 2018 , the obligations of SPL and CCL under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in millions): Years Ending December 31, Payments Due (1) 2019 $ 3,148 2020 1,991 2021 1,452 2022 1,010 2023 818 Thereafter 3,355 Total $ 11,774 (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, 2018 . Restricted Net Assets At December 31, 2018 , our restricted net assets of consolidated subsidiaries were approximately $1.6 billion . 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 Federal Suit”). CLNGT asserted claims in the Texas Federal 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 Federal 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. 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 Federal 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. On July 27, 2017, the Parallax entities named as defendants in the Texas Federal Suit reurged their motion to dismiss and simultaneously filed counterclaims against CLNGT and third party claims against us for breach of contract, breach of fiduciary duty, promissory estoppel, quantum meruit and fraudulent inducement of the Secured Note and Pledge Agreement, based on substantially the same factual allegations Parallax Enterprises made in the Louisiana Suit. These Parallax entities also simultaneously filed an action styled Cause No. 2017-49685, Parallax Enterprises, LLC, et al. v. Cheniere Energy, Inc., et al., in the 61st District Court of Harris County, Texas (the “Texas State Suit”), which asserts substantially the same claims these entities asserted in the Texas Federal Suit. On July 31, 2017, CLNGT withdrew its opposition to the dismissal of the Texas Federal Suit without prejudice on jurisdictional grounds and the federal court subsequently dismissed the Texas Federal Suit without prejudice. We and CLNGT simultaneously filed an answer and counterclaims in the Texas State Suit, asserting the same claims CLNGT had previously asserted in the Texas Federal Suit. Additionally, CLNGT filed third party claims against Parallax principals Martin Houston, Christopher Bowen Daniels, Howard Candelet and Mark Evans, as well as Tellurian Investments, Inc., Driftwood LNG, LLC, Driftwood LNG Pipeline LLC and Tellurian Services LLC, formerly known as Parallax Services LLC, including claims for tortious interference with CLNGT’s collateral rights under the Secured Note and Pledge Agreement, fraudulent transfer, conspiracy/aiding and abetting. Discovery in the Texas State Suit is ongoing. Trial is currently set for June 2019. On February 15, 2019, we filed an action with CLNGT against Charif Souki, our former Chairman of the Board and Chief Executive Officer, styled, Cause No. 2019-11529, Cheniere Energy, Inc. and Cheniere LNG Terminals, LLC v. Charif Souki , in the 55th District Court of Harris County, Texas, which asserts claims of breach of fiduciary duties, fraudulent transfer, tortious interference with CLNGT’s collateral rights under the Secured Note and Pledge Agreement, and conspiracy/aiding and abetting. We do not expect that the resolution of any of the foregoing litigation will have a material adverse impact on our financial results. |
Customer Concentration
Customer Concentration | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Customer Concentration | CUSTOMER CONCENTRATION The following table shows customers with revenues of 10% or greater of total revenues from external customers and customers with accounts receivable balances of 10% or greater of total accounts receivable from external customers: Percentage of Total Revenues from External Customers Percentage of Accounts Receivable from External Customers Year Ended December 31, December 31, 2018 2017 2016 2018 2017 Customer A 18% 24% 39% 21% 28% Customer B 14% 14% * 14% 16% Customer C 19% 14% —% 18% 14% Customer D 13% * * * —% Customer E * 17% —% —% —% Customer F * * * * 15% Customer G * * * 10% —% Customer H * * 13% —% —% * Less than 10% The following table shows revenues from external customers attributable to the country in which the revenues were derived (in millions). 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. Revenues from External Customers Year Ended December 31, 2018 2017 2016 United States $ 1,911 $ 1,592 $ 769 South Korea 1,517 762 — Ireland 1,098 787 63 India 1,048 48 23 Japan 193 1,246 162 Other countries 2,220 1,166 266 Total $ 7,987 $ 5,601 $ 1,283 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2018 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 707 $ 305 $ 66 Non-cash investing and financing activities: Issuance of stock to acquire additional interest in Cheniere Holdings 702 2 94 Contribution of assets to equity method investee — 14 — Acquisition of assets under capital lease 60 — — The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities was $420 million , $521 million and $395 million as of December 31, 2018 , 2017 and 2016, respectively. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The following table provides a brief description of a recent accounting standard that had not been adopted by us as of December 31, 2018 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842) , and subsequent amendments thereto 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 may be adopted using either a modified retrospective approach to apply the standard at the beginning of the earliest period presented in the financial statements or an optional transition approach to apply the standard at the date of adoption with no retrospective adjustments to prior periods. Certain additional practical expedients are also available. January 1, 2019 We will adopt this standard on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. The adoption of the standard will result in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $550 million on our Consolidated Balance Sheets, with no material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows. The adoption of this standard will also result in additional disclosures including the significant judgments and assumptions used in applying the standard. When we adopt this standard we will elect the practical expedients to (1) carryforward prior conclusions related to lease identification and classification for existing leases, (2) combine lease and non-lease components of an arrangement for all classes of leased assets, (3) omit short-term leases with a term of 12 months or less from recognition on the balance sheet and (4) carryforward our existing accounting for land easements not previously accounted for as leases. Additionally, the following table provides a brief description of recent accounting standards that were adopted by us during the reporting period: Standard Description 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 adopted this guidance on January 1, 2018, using the full retrospective method. The adoption of this guidance represents a change in accounting principle that will provide financial statement readers with enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this guidance did not impact our previously reported Consolidated Financial Statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. See Note 13—Revenues from Contracts with Customers for additional 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 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Summarized Quarterly Financial
Summarized Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Financial Data (unaudited) | Summarized Quarterly Financial Data—(in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2018: Revenues $ 2,242 $ 1,543 $ 1,819 $ 2,383 Income from operations 747 336 425 516 Net income 600 150 227 223 Net income (loss) attributable to common stockholders 357 (18 ) 65 67 Net income (loss) per share attributable to common stockholders—basic (1) 1.52 (0.07 ) 0.26 0.26 Net income (loss) per share attributable to common stockholders—diluted (1) 1.50 (0.07 ) 0.26 0.26 Year ended December 31, 2017: Revenues $ 1,211 $ 1,241 $ 1,403 $ 1,746 Income from operations 376 274 297 441 Net income 172 21 90 280 Net income (loss) attributable to common stockholders 54 (285 ) (289 ) 127 Net income (loss) per share attributable to common stockholders—basic and diluted (1) 0.23 (1.23 ) (1.24 ) 0.54 (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 Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2018 | |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Schedule I - Condensed Financial Information of Registrant | CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in millions) December 31, 2018 2017 ASSETS Cash and cash equivalents $ — $ — Restricted cash — — Other current assets 1 — Property, plant and equipment, net 14 15 Debt issuance and deferred financing costs, net 21 12 Investments in affiliates 883 (435 ) Total assets $ 919 $ (408 ) LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities $ 9 $ 8 Long-term debt, net 1,436 1,348 Stockholders’ deficit (526 ) (1,764 ) Total liabilities and stockholders’ deficit $ 919 $ (408 ) The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS (in millions) Year Ended December 31, 2018 2017 2016 General and administrative expense $ 8 $ 7 $ 6 Other income (expense) Interest expense, net (128 ) (118 ) (104 ) Interest expense, net—affiliates — — (7 ) Interest income—affiliates — — 24 Equity income (loss) of affiliates 607 (268 ) (517 ) Total other income (expense) 479 (386 ) (604 ) Net income (loss) attributable to common stockholders $ 471 $ (393 ) $ (610 ) The accompanying notes are an integral part of these condensed financial statements. CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2018 2017 2016 Net cash provided by (used in) operating activities $ 48 $ (4 ) $ (102 ) Cash flows from investing activities Investments in affiliates 568 209 202 Net cash provided by investing activities 568 209 202 Cash flows from financing activities Debt issuance and deferred financing costs (13 ) (15 ) — Distribution and dividends to non-controlling interest (576 ) (185 ) (80 ) Payments related to tax withholdings for share-based compensation (20 ) (12 ) (20 ) Other (7 ) — — Net cash used in financing activities (616 ) (212 ) (100 ) Net decrease in cash, cash equivalents and restricted cash — (7 ) — Cash, cash equivalents and restricted cash—beginning of period — 7 7 Cash, cash equivalents and restricted cash—end of period $ — $ — $ 7 Balances per Condensed Balance Sheets: December 31 2018 2017 Cash and cash equivalents $ — $ — Restricted cash — — Total cash, cash equivalents and restricted cash $ — $ — 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 income (loss) of affiliates). A substantial amount of Cheniere’s operating, investing and financing activities are conducted by its affiliates. The Condensed Financial Statements should be read in conjunction with Cheniere’s Consolidated Financial Statements. NOTE 2—DEBT As of December 31, 2018 and 2017, our debt consisted of the following (in millions): December 31, 2018 2017 Long-term debt: 4.875% Convertible Unsecured Notes due 2021 $ 1,218 $ 1,161 4.25% Convertible Senior Notes due 2045 625 625 $1.25 billion Cheniere Revolving Credit Facility — — Unamortized premium, discount and debt issuance costs, net (407 ) (438 ) Total long-term debt, net $ 1,436 $ 1,348 In December 2018, we amended and restated the Cheniere Revolving Credit Facility to increase total commitments under the Cheniere Revolving Credit Facility from $750 million to $1.25 billion . Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2018 (in millions): Years Ending December 31, Principal Payments 2019 $ — 2020 — 2021 1,218 2022 — 2023 — Thereafter 625 Total $ 1,843 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 $94 million note and $57 million in related accumulated interest payable to Cheniere Terminals. This $151 million forgiveness of debt during the year ended December 31, 2016 was recorded as a non-cash equity contribution to our subsidiaries on our Condensed Balance Sheet. CHENIERE ENERGY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS—CONTINUED NOTE 3—GUARANTEES Obligations under Certain Guarantee Contracts Cheniere has various financial and performance guarantees and indemnifications which are issued in the normal course of business. These contracts include performance guarantees and stand-by letters of credit. Cheniere enters into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transaction to the third party. As of December 31, 2018 , outstanding guarantees and other assurances aggregated approximately $494 million of varying duration, consisting of parental guarantees. No liabilities were recognized under these guarantee arrangements as of December 31, 2018 . NOTE 4 —SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2018 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 32 $ 31 $ 20 Non-cash investing and financing activities: Non-cash capital distribution (contributions) (1) 607 (268 ) (517 ) Issuance of stock to acquire additional interest in Cheniere Holdings 702 2 94 Non-cash capital contribution from subsidiaries for forgiveness of debt — — 151 Non-cash capital distribution to subsidiaries for forgiveness of debt — — (868 ) (1) Amounts represent equity income (losses) of affiliates. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 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 our 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. We make a determination at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). Generally, a VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, whose equity investors lack any characteristics of a controlling financial interest or which was established with non-substantive voting. We consolidate VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is the party that both: (1) has the power to make decisions that most significantly affect the economic performance of the VIE and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. If we are not deemed to be the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP . Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows. On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , and subsequent amendments thereto (“ASC 606”) using the full retrospective method. We have elected to adopt the new accounting standard retrospectively and have recast the accompanying Consolidated Financial Statements to reflect the adoption of ASC 606 for all periods presented. The adoption of ASC 606 did not impact our previously reported Consolidated Financial Statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. |
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 recoverability of property, plant and equipment, goodwill, derivative instruments, asset retirement obligations (“AROs”) , income taxes including valuation allowances for 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 approaches 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 We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services. Revenues from the sale of LNG are recognized as LNG revenues, including LNG revenues generated by our integrated marketing function which 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 payments are recognized as regasification revenues. See Note 13—Revenues from Contracts with Customers for further discussion of revenues. |
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, 2018, 2017 and 2016 . |
Inventory, Policy | Inventory LNG and natural gas inventory are recorded at the lower of weighted average cost and net realizable value. Materials and other inventory are recorded at the lower of cost and net realizable value and subsequently charged to expense when issued. |
Accounting for LNG Activities, Policy | Accounting for LNG Activities Generally, we begin capitalizing the costs of our LNG terminals 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. 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 land or lease is obtained, the costs are expensed. |
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 (including those for planned major maintenance projects) to maintain property, plant and equipment in operating condition are generally expensed as incurred. We realize offsets to LNG terminal costs for sales of commissioning cargoes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction. 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 impairment expense and loss (gain) on disposal of assets. 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. We did no t recognize any impairment expense related to property, plant and equipment during the year ended December 31, 2018. During the year ended December 31, 2017, we recognized $6 million of impairment expense related to damaged infrastructure as an effect of Hurricane Harvey and $6 million of impairment expense related to write down of assets used in non-core operations outside of our liquefaction activities. During the year ended December 31, 2016, we recorded $10 million of impairment expense 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. |
Interest Capitalization, Policy | Interest Capitalization We capitalize interest and other related debt costs during the construction period of our LNG terminals and related pipelines as construction-in-process. Upon commencement of operations, these costs are transferred out of construction-in-process into terminal and interconnecting pipeline facilities assets and are amortized over the estimated useful life of the asset. |
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 for 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 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, 2018, 2017 and 2016 . 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. Certain of 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 within other current assets. 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 fixed price SPAs with terms of at least 20 years with seven unaffiliated third parties, CCL has entered into fixed price SPAs generally with terms of 20 years with nine unaffiliated third parties and our integrated marketing function has entered into a limited number of long-term SPAs with unaffiliated third parties. We are dependent on the respective customers’ creditworthiness and their willingness to perform under their respective SPAs. See Note 20—Customer Concentration for additional details about our customer concentration. SPLNG has entered into two long-term TUAs with unaffiliated third parties for regasification capacity at the Sabine Pass LNG terminal. SPLNG is dependent on the respective customers’ 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 A. |
Goodwill, Policy | Goodwill Goodwill is the excess of acquisition cost of a business over the estimated fair value of net assets acquired. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate goodwill is more likely than not impaired. Goodwill impairment evaluation requires a comparison of the estimated fair value of a reporting unit to its carrying value. Cheniere tests goodwill for impairment by either performing a qualitative assessment or a quantitative test. The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Cheniere may elect not to perform the qualitative assessment and instead perform a quantitative impairment test. Significant judgment is required in estimating the fair value of the reporting unit and performing goodwill impairment tests. As a result of finalization of 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 revised the way we manage our business, which resulted in a change in our reporting units. Accordingly, Cheniere reallocated goodwill to our single reporting unit following finalization of organizational changes. We performed our annual goodwill impairment test on October 1st using a quantitative assessment and concluded that the estimated fair value of our reporting unit substantially exceeded its carrying value and, therefore, goodwill was not impaired. 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 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. There were no changes in the carrying value of goodwill during the year ended December 31, 2018 . |
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 gain (loss) on modification or 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 Sheets. 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 modification or 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. We have no t 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 immaterial. We have no t recorded an ARO associated with the Creole Trail Pipeline or the Corpus Christi Pipeline. We believe that it is not feasible to predict when the natural gas transportation services provided by the Creole Trail Pipeline or the Corpus Christi Pipeline will no longer be utilized. In addition, our right-of-way agreements associated with the Creole Trail Pipeline and the Corpus Christi Pipeline have no stipulated termination dates. We intend to operate the Creole Trail Pipeline and the Corpus Christi 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, restricted stock units, performance stock units and phantom units that are more fully described in Note 15—Share-based Compensation . We recognize share-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period. For equity-classified share-based compensation awards (which include stock, restricted stock, restricted stock units and performance stock units to employees and non-employee directors), compensation cost is recognized based on the grant-date fair value reduced by the present value of dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate 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 solely on service conditions and using the accelerated recognition method for awards that vest based on performance conditions. For awards with both time and performance-based conditions, we generally recognize compensation cost based on the probable outcome of the performance condition at each reporting period. For liability-classified share-based compensation awards (which include phantom units), compensation cost is initially recognized on the grant date using estimated payout levels, and subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the our stock price. We account for forfeitures as they occur. |
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 generally recognized within equity. See Note 9—Non-controlling Interest for additional details about our non-controlling interest. |
Income Taxes, Policy | Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. 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 Income (Loss) Per Share, Policy | Net Income (Loss) Per Share Net income (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 unvested stock is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. |
Business Segment, Policy | Business Segment We have determined that we operate as a single operating and reportable segment. Our chief operating decision maker makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis in the delivery of an integrated source of LNG to our customers. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restricted Cash [Abstract] | |
Schedule of Restricted Cash | As of December 31, 2018 and 2017 , restricted cash consisted of the following (in millions): December 31, 2018 2017 Current restricted cash SPL Project $ 756 $ 544 Cheniere Partners and cash held by guarantor subsidiaries 785 1,045 CCL Project 289 227 Cash held by our subsidiaries restricted to Cheniere 345 64 Total current restricted cash $ 2,175 $ 1,880 Non-current restricted cash Other $ — $ 11 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts and Other Receivables | As of December 31, 2018 and 2017 , accounts and other receivables consisted of the following (in millions): December 31, 2018 2017 Trade receivables SPL $ 330 $ 185 Cheniere Marketing 205 163 Other accounts receivable 46 21 Total accounts and other receivables $ 581 $ 369 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2018 and 2017 , inventory consisted of the following (in millions): December 31, 2018 2017 Natural gas $ 30 $ 17 LNG 24 44 LNG in-transit 173 130 Materials and other 89 52 Total inventory $ 316 $ 243 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | As of December 31, 2018 and 2017 , property, plant and equipment, net consisted of the following (in millions): December 31, 2018 2017 LNG terminal costs LNG terminal and interconnecting pipeline facilities $ 13,386 $ 12,687 LNG site and related costs 86 86 LNG terminal construction-in-process 14,864 11,932 Accumulated depreciation (1,299 ) (882 ) Total LNG terminal costs, net 27,037 23,823 Fixed assets and other Computer and office equipment 17 14 Furniture and fixtures 22 19 Computer software 100 92 Leasehold improvements 41 41 Land 59 59 Other 21 16 Accumulated depreciation (111 ) (86 ) Total fixed assets and other, net 149 155 Assets under capital lease Tug vessels 60 — Accumulated depreciation (1 ) — Total assets under capital lease, net 59 — Property, plant and equipment, net $ 27,245 $ 23,978 |
Property, Plant and Equipment, Estimated, Useful Lives Table | The identifiable components of our LNG terminals 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 Water pipelines 30 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, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Assets and Liabilities | The following table 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, 2018 and 2017 , which are classified as derivative assets , non-current derivative assets , derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in millions). Fair Value Measurements as of December 31, 2018 December 31, 2017 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 CCH Interest Rate Derivatives asset (liability) $ — $ 18 $ — $ 18 $ — $ (32 ) $ — $ (32 ) CQP Interest Rate Derivatives asset — — — — — 21 — 21 Liquefaction Supply Derivatives asset (liability) 6 (19 ) (29 ) (42 ) 2 10 43 55 LNG Trading Derivatives asset (liability) 1 (25 ) — (24 ) (13 ) 5 — (8 ) FX Derivatives asset (liability) — 15 — 15 — (1 ) — (1 ) |
Fair Value Measurement Inputs and Valuation Techniques | The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of December 31, 2018 : Net Fair Value Liability (in millions) Valuation Approach Significant Unobservable Input Significant Unobservable Inputs Range Physical Liquefaction Supply Derivatives $(29) Market approach incorporating present value techniques Basis Spread $(0.980) - $0.085 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 Balance, beginning of period $ 43 $ 79 $ 32 Realized and mark-to-market gains (losses): Included in cost of sales (1) (13 ) (37 ) 48 Purchases and settlements: Purchases (31 ) 14 1 Settlements (1) (29 ) (12 ) (2 ) Transfers out of Level 3 (2) 1 (1 ) — Balance, end of period $ (29 ) $ 43 $ 79 Change in unrealized gains (losses) relating to instruments still held at end of period $ (13 ) $ (37 ) $ 49 (1) Does not include the decrease in fair value of $1 million related to the realized gains capitalized during the year ended December 31, 2016. (2) Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements. |
Derivative Net Presentation on Consolidated Balance Sheets | The following table shows the fair value of our derivatives outstanding on a gross and net basis (in millions): 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, 2018 CCH Interest Rate Derivatives $ 19 $ (1 ) $ 18 Liquefaction Supply Derivatives 95 (36 ) 59 Liquefaction Supply Derivatives (121 ) 20 (101 ) LNG Trading Derivatives 112 (88 ) 24 LNG Trading Derivatives (92 ) 44 (48 ) FX Derivatives 30 (14 ) 16 FX Derivatives (2 ) 1 (1 ) As of December 31, 2017 CCH Interest Rate Derivatives $ 3 $ — $ 3 CCH Interest Rate Derivatives (35 ) — (35 ) CQP Interest Rate Derivatives 21 — 21 Liquefaction Supply Derivatives 64 (6 ) 58 Liquefaction Supply Derivatives (3 ) — (3 ) LNG Trading Derivatives 9 — 9 LNG Trading Derivatives (37 ) 20 (17 ) FX Derivatives (1 ) — (1 ) |
Interest Rate Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of December 31, 2018 , 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 CCH Interest Rate Derivatives $29 million $4.7 billion May 20, 2015 May 31, 2022 2.30% One-month LIBOR |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table shows the fair value and location of our Interest Rate Derivatives on our Consolidated Balance Sheets (in millions): December 31, 2018 December 31, 2017 CCH Interest Rate Derivatives CQP Interest Rate Derivatives Total CCH Interest Rate Derivatives CQP Interest Rate Derivatives Total Consolidated Balance Sheet Location Derivative assets $ 10 $ — $ 10 $ — $ 7 $ 7 Non-current derivative assets 8 — 8 3 14 17 Total derivative assets 18 — 18 3 21 24 Derivative liabilities — — — (20 ) — (20 ) Non-current derivative liabilities — — — (15 ) — (15 ) Total derivative liabilities — — — (35 ) — (35 ) Derivative asset (liability), net $ 18 $ — $ 18 $ (32 ) $ 21 $ (11 ) |
Derivative Instruments, Gain (Loss) | The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 CCH Interest Rate Derivatives gain (loss) $ 43 $ 3 $ (16 ) CQP Interest Rate Derivatives gain 14 6 12 SPL Interest Rate Derivatives loss — (2 ) (6 ) |
Commodity Derivatives [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value of Derivative Instruments by Balance Sheet Location | The following table shows the fair value and location of our Liquefaction Supply Derivatives and LNG Trading Derivatives (collectively, “Commodity Derivatives”) on our Consolidated Balance Sheets (in millions, except notional amount): December 31, 2018 December 31, 2017 Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Liquefaction Supply Derivatives (1) LNG Trading Derivatives (2) Total Consolidated Balance Sheet Location Derivative assets $ 13 $ 24 $ 37 $ 41 $ 9 $ 50 Non-current derivative assets 46 — 46 17 — 17 Total derivative assets 59 24 83 58 9 67 Derivative liabilities (79 ) (48 ) (127 ) — (17 ) (17 ) Non-current derivative liabilities (22 ) — (22 ) (3 ) — (3 ) Total derivative liabilities (101 ) (48 ) (149 ) (3 ) (17 ) (20 ) Derivative asset (liability), net $ (42 ) $ (24 ) $ (66 ) $ 55 $ (8 ) $ 47 Notional amount, net (in TBtu) (3) 5,832 12 2,539 25 (1) Does not include collateral calls of $5 million and $1 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2018 and 2017 , respectively. (2) Does not include collateral of $9 million and $28 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2018 and 2017 , respectively. (3) SPL had secured up to approximately 3,464 TBtu and 2,214 TBtu and CCL had secured up to approximately 2,801 TBtu and 2,024 TBtu of natural gas feedstock through natural gas supply contracts as of December 31, 2018 and 2017 , respectively. |
Derivative Instruments, Gain (Loss) | The following table 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, 2018, 2017 and 2016 (in millions): Consolidated Statements of Operations Location (1) Year Ended December 31, 2018 2017 2016 LNG Trading Derivatives loss LNG revenues $ (25 ) $ (44 ) $ (4 ) Liquefaction Supply Derivatives loss (2) LNG revenues (1 ) — — Liquefaction Supply Derivatives gain (loss) (2) Cost of sales (100 ) (24 ) 42 (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 shows the fair value and location of our FX Derivatives on our Consolidated Balance Sheets (in millions): Fair Value Measurements as of Consolidated Balance Sheet Location December 31, 2018 December 31, 2017 FX Derivatives Derivative assets $ 16 $ — FX Derivatives Derivative liabilities (1 ) — FX Derivatives Non-current derivative liabilities — (1 ) |
Derivative Instruments, Gain (Loss) | The following table shows the changes in the fair value of our FX Derivatives recorded on our Consolidated Statements of Operations during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, Statement of Operations Location 2018 2017 2016 FX Derivatives gain (loss) LNG revenues $ 18 $ (1 ) $ — FX Derivatives loss Other income — — (1 ) |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | As of December 31, 2018 and 2017 , other non-current assets, net consisted of the following (in millions): December 31, 2018 2017 Advances made under EPC and non-EPC contracts $ 14 $ 26 Advances made to municipalities for water system enhancements 90 97 Advances and other asset conveyances to third parties to support LNG terminals 54 48 Tax-related payments and receivables 21 29 Equity method investments 94 64 Other 32 24 Total other non-current assets, net $ 305 $ 288 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2018 and 2017 , accrued liabilities consisted of the following (in millions): December 31, 2018 2017 Interest costs and related debt fees $ 233 $ 397 Accrued natural gas purchases 610 298 LNG terminals and related pipeline costs 125 192 Compensation and benefits 117 141 Accrued LNG inventory 14 1 Other accrued liabilities 70 49 Total accrued liabilities $ 1,169 $ 1,078 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | As of December 31, 2018 and 2017 , our debt consisted of the following (in millions): December 31, 2018 2017 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”) $ 2,000 $ 2,000 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000 1,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”) 1,500 1,500 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000 2,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000 2,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500 1,500 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500 1,500 4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”) 1,350 1,350 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 800 Cheniere Partners 5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) 1,500 1,500 5.625% Senior Notes due 2026 (“2026 CQP Senior Notes”) 1,100 — CQP Credit Facilities — 1,090 CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250 1,250 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500 1,500 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500 1,500 CCH Credit Facility 5,156 2,485 CCH HoldCo II 11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,455 1,305 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 1,218 1,161 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”) 625 625 $1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) — — Unamortized premium, discount and debt issuance costs, net (775 ) (730 ) Total long-term debt, net 28,179 25,336 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) 168 — Cheniere Marketing trade finance facilities 71 — Total current debt 239 — Total debt, net $ 28,418 $ 25,336 |
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, 2018 (in millions): Years Ending December 31, Principal Payments 2019 $ 239 2020 — 2021 3,218 2022 1,000 2023 1,500 Thereafter 23,236 Total $ 29,193 |
Schedule of Line of Credit Facilities | Below is a summary of our credit facilities outstanding as of December 31, 2018 (in millions): SPL Working Capital Facility CQP Credit Facilities CCH Credit Facility CCH Working Capital Facility Cheniere Revolving Credit Facility Original facility size $ 1,200 $ 2,800 $ 8,404 $ 350 $ 750 Incremental commitments — — 1,566 850 500 Less: Outstanding balance — — 5,156 168 — Commitments prepaid or terminated — 2,685 3,832 — — Letters of credit issued 425 — — 316 — Available commitment $ 775 $ 115 $ 982 $ 716 $ 1,250 Interest rate LIBOR plus 1.75% or base rate plus 0.75% 2.25% of the undrawn portion with a 0.50% step-up beginning on February 25, 2019 LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75% LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50% Maturity date December 31, 2020, with various terms for underlying loans February 25, 2020 June 30, 2024 June 29, 2023 December 13, 2022 |
Schedule of Convertible Debt | Below is a summary of our convertible notes outstanding as of December 31, 2018 (in millions): 2021 Cheniere Convertible Unsecured Notes 2025 CCH HoldCo II Convertible Senior Notes 2045 Cheniere Convertible Senior Notes Aggregate original principal $ 1,000 $ 1,000 $ 625 Debt component, net of discount and debt issuance costs $ 1,126 $ 1,432 $ 310 Equity component $ 209 $ — $ 194 Maturity date May 28, 2021 May 13, 2025 March 15, 2045 Contractual interest rate 4.875 % 11.0 % 4.25 % Effective interest rate (1) 8.4 % 11.9 % 9.4 % Remaining debt discount and debt issuance costs amortization period (2) 2.4 years 1.8 years 26.2 years (1) Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. (2) 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 millions): Year Ended December 31, 2018 2017 2016 Interest cost on convertible notes: Interest per contractual rate $ 237 $ 219 $ 202 Amortization of debt discount 35 29 31 Amortization of debt issuance costs 9 7 5 Total interest cost related to convertible notes 281 255 238 Interest cost on capital lease 1 — — Interest cost on debt excluding capital lease and convertible notes 1,396 1,271 1,063 Total interest cost 1,678 1,526 1,301 Capitalized interest (803 ) (779 ) (813 ) Total interest expense, net $ 875 $ 747 $ 488 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table shows the carrying amount, which is net of unamortized premium, discount and debt issuance costs, and estimated fair value of our debt (in millions): December 31, 2018 December 31, 2017 Carrying Estimated Carrying Estimated Senior notes (1) $ 19,466 $ 19,901 $ 18,350 $ 20,075 2037 SPL Senior Notes (2) 791 817 790 871 Credit facilities (3) 5,294 5,294 3,574 3,574 2021 Cheniere Convertible Unsecured Notes (2) 1,126 1,236 1,040 1,136 2025 CCH HoldCo II Convertible Senior Notes (2) 1,432 1,612 1,273 1,535 2045 Cheniere Convertible Senior Notes (4) 310 431 309 447 (1) Includes 2021 SPL Senior Notes , 2022 SPL Senior Notes , 2023 SPL Senior Notes , 2024 SPL Senior Notes , 2025 SPL Senior Notes , 2026 SPL Senior Notes , 2027 SPL Senior Notes , 2028 SPL Senior Notes , 2025 CQP Senior Notes , 2026 CQP Senior Notes , 2024 CCH Senior Notes , 2025 CCH Senior Notes and 2027 CCH Senior Notes . The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments. (2) 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. (3) Includes SPL Working Capital Facility , CQP Credit Facilities , CCH Credit Facility , CCH Working Capital Facility , Cheniere Revolving Credit Facility and Cheniere Marketing trade finance facilities . 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. (4) The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table represents a disaggregation of revenue earned from contracts with customers during the years ended December 31, 2018, 2017 and 2016 (in millions): Year Ended December 31, 2018 2017 2016 LNG revenues $ 7,440 $ 5,342 $ 1,015 Regasification revenues 261 260 259 Other revenues (1) 142 21 8 Other—related party 12 3 — Total revenues from customers 7,855 5,626 1,282 Gains (losses) from derivative instruments (2) 132 (25 ) 1 Total revenues $ 7,987 $ 5,601 $ 1,283 (1) Includes $101 million in sub-chartering revenues for the year ended December 31, 2018. (2) Includes the realized value associated with a portion of derivative instruments that settle through physical delivery. |
Contract Balances Reconciliation | The following table reflects the changes in our contract liabilities, which we classify as deferred revenue on our Consolidated Balance Sheets (in millions): Year Ended December 31, 2018 2017 Deferred revenues, beginning of period $ 111 $ 78 Cash received but not yet recognized 139 111 Revenue recognized from prior period deferral (111 ) (78 ) Deferred revenues, end of period $ 139 $ 111 |
Transaction Price Allocated to Future Performance Obligations | The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2018 and 2017 : December 31, 2018 December 31, 2017 Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) Unsatisfied Transaction Price (in billions) Weighted Average Recognition Timing (years) (1) LNG revenues $ 106.6 11 $ 83.7 11 Regasification revenues 2.6 6 2.9 6 Total revenues $ 109.2 $ 86.6 (1) The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Components of income (loss) before income taxes and non-controlling interest on our Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 are as follows (in millions): Year Ended December 31, 2018 2017 2016 U.S. $ 997 $ 30 $ (611 ) International 230 536 (52 ) Total income (loss) before income taxes and non-controlling interest $ 1,227 $ 566 $ (663 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax provision included in our reported net income (loss) consisted of the following (in millions): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 2 — — Foreign 30 6 — Total current 32 6 — Deferred: Federal — — — State — — — Foreign (5 ) (3 ) 2 Total deferred (5 ) (3 ) 2 Total income tax provision $ 27 $ 3 $ 2 |
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, 2018 2017 2016 U.S. federal statutory tax rate 21.0 % 35.0 % 35.0 % Non-controlling interest (11.4 )% 2.9 % (2.1 )% State tax rate (0.4 )% (0.2 )% 1.8 % U.S. tax reform rate change — % 71.4 % — % Share-based compensation (0.5 )% (6.2 )% — % Nondeductible interest expense 2.6 % 8.5 % (6.6 )% Foreign earnings taxed in the U.S. 1.4 % — % — % Foreign rate differential (1.1 )% (0.7 )% (1.2 )% Other 0.4 % (0.5 )% 0.3 % Valuation allowance (9.8 )% (109.7 )% (27.5 )% Effective tax rate 2.2 % 0.5 % (0.3 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows (millions): December 31, 2018 2017 Deferred tax assets Net operating loss carryforwards and credits Federal $ 848 $ 936 Foreign 7 6 State 189 184 Federal and state tax credits 28 22 Disallowed business interest expense carryforward 19 — Deferred gain 46 46 Other 50 77 Less: valuation allowance (686 ) (806 ) Total deferred tax assets 501 465 Deferred tax liabilities Investment in limited partnership (375 ) (391 ) Convertible debt (59 ) (65 ) Property, plant and equipment (48 ) (6 ) Other (11 ) — Total deferred tax liabilities (493 ) (462 ) Net deferred tax assets $ 8 $ 3 |
Summary of Unrecognized Tax Benefits | Changes in the balance of unrecognized tax benefits are as follows (in millions): Year Ended December 31, 2018 2017 Balance at beginning of the year $ 62 $ 103 Additions based on tax positions related to current year — — Additions for tax positions of prior years — — Reductions for tax positions of prior years (1 ) (1 ) Settlements — — U.S. tax reform rate change — (40 ) Balance at end of the year $ 61 $ 62 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense, Net | Total share-based compensation consisted of the following (in millions): Year Ended December 31, 2018 2017 2016 Share-based compensation costs, pre-tax: Equity awards $ 89 $ 34 $ 41 Liability awards 48 80 76 Total share-based compensation 137 114 117 Capitalized share-based compensation (24 ) (23 ) (16 ) Total share-based compensation expense $ 113 $ 91 $ 101 Tax benefit associated with share-based compensation expense $ 6 $ 5 $ — |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The total unrecognized compensation cost at December 31, 2018 relating to non-vested share-based compensation arrangements consisted of the following: Unrecognized Compensation Cost (in millions) Recognized over a weighted average period (years) Restricted Stock Share Awards $ 2 0.3 Restricted Share Unit and Performance Stock Unit Awards $ 136 1.7 Phantom Units Awards $ 11 1.4 |
Nonvested Restricted Stock Shares Activity | The table below provides a summary of our restricted stock outstanding (in millions, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2018 2.2 $ 24.29 Granted — — Vested (2.1 ) 24.03 Forfeited — — Non-vested at December 31, 2018 0.1 $ 45.77 |
Schedule of Nonvested Restricted Share Unit and Performance Stock Unit Activity | The table below provides a summary of our restricted share unit and performance stock unit awards outstanding assuming payout at target for awards containing performance conditions (in millions, except for per unit information): Units Weighted Average Grant Date Fair Value Per Unit Non-vested at January 1, 2018 1.3 $ 47.18 Granted (1) 2.6 59.50 Vested (0.4 ) 48.40 Forfeited (0.1 ) 53.92 Non-vested at December 31, 2018 3.4 $ 56.29 (1) This number excludes 0.2 million performance stock units, which represent the maximum number of common units that would be issued if the maximum level of performance under the target awards amount is achieved. |
Share-based Compensation, Restricted Stock Units And Performance Shares Award Outstanding Activity | The table below provides a summary of restricted share unit and performance stock unit awards issued: Year Ended December 31, 2018 2017 2016 Units issued (in millions) 2.6 1.4 — Weighted average grant date fair value per unit $ 59.50 $ 47.16 $ — Fair value of units vested (in millions) $ 22 $ 1 $ — |
Nonvested Phantom Units Activity | The table below provides a summary of our phantom units outstanding (in millions): Units Non-vested at January 1, 2018 1.8 Granted — Vested (1.5 ) Forfeited — Non-vested at December 31, 2018 0.3 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2018, 2017 and 2016 (in millions, except per share data): Year Ended December 31, 2018 2017 2016 Weighted average common shares outstanding: Basic 245.6 233.1 228.8 Dilutive unvested stock 2.4 — — Diluted 248.0 233.1 228.8 Basic net income (loss) per share attributable to common stockholders $ 1.92 $ (1.68 ) $ (2.67 ) Diluted net income (loss) per share attributable to common stockholders $ 1.90 $ (1.68 ) $ (2.67 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted net income (loss) per share computations because their effects would have been anti-dilutive were as follows (in millions): Year Ended December 31, 2018 2017 2016 Unvested stock (1) 0.8 3.4 0.6 Convertible notes (2) 17.5 16.9 16.3 Total potentially dilutive common shares 18.3 20.3 16.9 (1) Does not include 0.4 million shares, 0.2 million shares and 5.0 million shares for each of the years ended December 31, 2018, 2017 and 2016 , of unvested stock because the performance conditions had not yet been satisfied as of December 31, 2018 , 2017 and 2016, respectively. (2) Includes number of 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 income (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, 2018 . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 millions): Years Ending December 31, Operating Leases (1) 2019 (2) $ 380 2020 184 2021 238 2022 264 2023 264 Thereafter 999 Total $ 2,329 (1) Includes certain lease option renewals that are reasonably assured and payments for certain non-lease components . (2) Does not include $43 million in aggregate payments we will receive from our LNG vessel time charter subleases. |
Schedule of Future Minimum Lease Payments for Capital Leases | Future annual minimum lease payments, excluding inflationary adjustments, for capital leases are as follows (in millions): Years Ending December 31, Capital Leases 2019 $ 5 2020 5 2021 5 2022 5 2023 5 Thereafter 73 Total minimum lease payments (1) 98 Less: amount representing imputed interest (39 ) Present value of minimum lease payment 59 Less: current portion of capital lease obligations (2 ) Non-current portion of capital lease obligations $ 57 (1) Does not include payments for non-lease components of $98 million . |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SPL and CCL | 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, 2018 , the obligations of SPL and CCL under natural gas supply, transportation and storage service agreements for contracts in which conditions precedent were met were as follows (in millions): Years Ending December 31, Payments Due (1) 2019 $ 3,148 2020 1,991 2021 1,452 2022 1,010 2023 818 Thereafter 3,355 Total $ 11,774 (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, 2018 . |
Customer Concentration (Tables)
Customer Concentration (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue and Accounts Receivable by Major Customers | The following table shows customers with revenues of 10% or greater of total revenues from external customers and customers with accounts receivable balances of 10% or greater of total accounts receivable from external customers: Percentage of Total Revenues from External Customers Percentage of Accounts Receivable from External Customers Year Ended December 31, December 31, 2018 2017 2016 2018 2017 Customer A 18% 24% 39% 21% 28% Customer B 14% 14% * 14% 16% Customer C 19% 14% —% 18% 14% Customer D 13% * * * —% Customer E * 17% —% —% —% Customer F * * * * 15% Customer G * * * 10% —% Customer H * * 13% —% —% * Less than 10% |
Schedule of Revenue from External Customers by Country | The following table shows revenues from external customers attributable to the country in which the revenues were derived (in millions). 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. Revenues from External Customers Year Ended December 31, 2018 2017 2016 United States $ 1,911 $ 1,592 $ 769 South Korea 1,517 762 — Ireland 1,098 787 63 India 1,048 48 23 Japan 193 1,246 162 Other countries 2,220 1,166 266 Total $ 7,987 $ 5,601 $ 1,283 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2018 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 707 $ 305 $ 66 Non-cash investing and financing activities: Issuance of stock to acquire additional interest in Cheniere Holdings 702 2 94 Contribution of assets to equity method investee — 14 — Acquisition of assets under capital lease 60 — — |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards, Not Yet Adopted | The following table provides a brief description of a recent accounting standard that had not been adopted by us as of December 31, 2018 : Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842) , and subsequent amendments thereto 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 may be adopted using either a modified retrospective approach to apply the standard at the beginning of the earliest period presented in the financial statements or an optional transition approach to apply the standard at the date of adoption with no retrospective adjustments to prior periods. Certain additional practical expedients are also available. January 1, 2019 We will adopt this standard on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. The adoption of the standard will result in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $550 million on our Consolidated Balance Sheets, with no material impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows. The adoption of this standard will also result in additional disclosures including the significant judgments and assumptions used in applying the standard. When we adopt this standard we will elect the practical expedients to (1) carryforward prior conclusions related to lease identification and classification for existing leases, (2) combine lease and non-lease components of an arrangement for all classes of leased assets, (3) omit short-term leases with a term of 12 months or less from recognition on the balance sheet and (4) carryforward our existing accounting for land easements not previously accounted for as leases. |
Recent Accounting Standards, Adopted | Additionally, the following table provides a brief description of recent accounting standards that were adopted by us during the reporting period: Standard Description 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 adopted this guidance on January 1, 2018, using the full retrospective method. The adoption of this guidance represents a change in accounting principle that will provide financial statement readers with enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this guidance did not impact our previously reported Consolidated Financial Statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. See Note 13—Revenues from Contracts with Customers for additional 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 The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures. |
Summarized Quarterly Financia_2
Summarized Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Summarized Quarterly Financial Data—(in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2018: Revenues $ 2,242 $ 1,543 $ 1,819 $ 2,383 Income from operations 747 336 425 516 Net income 600 150 227 223 Net income (loss) attributable to common stockholders 357 (18 ) 65 67 Net income (loss) per share attributable to common stockholders—basic (1) 1.52 (0.07 ) 0.26 0.26 Net income (loss) per share attributable to common stockholders—diluted (1) 1.50 (0.07 ) 0.26 0.26 Year ended December 31, 2017: Revenues $ 1,211 $ 1,241 $ 1,403 $ 1,746 Income from operations 376 274 297 441 Net income 172 21 90 280 Net income (loss) attributable to common stockholders 54 (285 ) (289 ) 127 Net income (loss) per share attributable to common stockholders—basic and diluted (1) 0.23 (1.23 ) (1.24 ) 0.54 (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 Financ_2
Schedule I - Condensed Financial Information of Registrant (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | |
Schedule of Debt | As of December 31, 2018 and 2017 , our debt consisted of the following (in millions): December 31, 2018 2017 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”) $ 2,000 $ 2,000 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000 1,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”) 1,500 1,500 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000 2,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000 2,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500 1,500 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500 1,500 4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”) 1,350 1,350 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 800 Cheniere Partners 5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) 1,500 1,500 5.625% Senior Notes due 2026 (“2026 CQP Senior Notes”) 1,100 — CQP Credit Facilities — 1,090 CCH 7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) 1,250 1,250 5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500 1,500 5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500 1,500 CCH Credit Facility 5,156 2,485 CCH HoldCo II 11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) 1,455 1,305 Cheniere 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) 1,218 1,161 4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”) 625 625 $1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) — — Unamortized premium, discount and debt issuance costs, net (775 ) (730 ) Total long-term debt, net 28,179 25,336 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) 168 — Cheniere Marketing trade finance facilities 71 — Total current debt 239 — Total debt, net $ 28,418 $ 25,336 |
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, 2018 (in millions): Years Ending December 31, Principal Payments 2019 $ 239 2020 — 2021 3,218 2022 1,000 2023 1,500 Thereafter 23,236 Total $ 29,193 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2018 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 707 $ 305 $ 66 Non-cash investing and financing activities: Issuance of stock to acquire additional interest in Cheniere Holdings 702 2 94 Contribution of assets to equity method investee — 14 — Acquisition of assets under capital lease 60 — — |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Balance Sheet | CHENIERE ENERGY, INC. CONDENSED BALANCE SHEETS (in millions) December 31, 2018 2017 ASSETS Cash and cash equivalents $ — $ — Restricted cash — — Other current assets 1 — Property, plant and equipment, net 14 15 Debt issuance and deferred financing costs, net 21 12 Investments in affiliates 883 (435 ) Total assets $ 919 $ (408 ) LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities $ 9 $ 8 Long-term debt, net 1,436 1,348 Stockholders’ deficit (526 ) (1,764 ) Total liabilities and stockholders’ deficit $ 919 $ (408 ) |
Condensed Statements of Operations and Comprehensive Loss | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF OPERATIONS (in millions) Year Ended December 31, 2018 2017 2016 General and administrative expense $ 8 $ 7 $ 6 Other income (expense) Interest expense, net (128 ) (118 ) (104 ) Interest expense, net—affiliates — — (7 ) Interest income—affiliates — — 24 Equity income (loss) of affiliates 607 (268 ) (517 ) Total other income (expense) 479 (386 ) (604 ) Net income (loss) attributable to common stockholders $ 471 $ (393 ) $ (610 ) |
Condensed Statements of Cash Flows | CHENIERE ENERGY, INC. CONDENSED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2018 2017 2016 Net cash provided by (used in) operating activities $ 48 $ (4 ) $ (102 ) Cash flows from investing activities Investments in affiliates 568 209 202 Net cash provided by investing activities 568 209 202 Cash flows from financing activities Debt issuance and deferred financing costs (13 ) (15 ) — Distribution and dividends to non-controlling interest (576 ) (185 ) (80 ) Payments related to tax withholdings for share-based compensation (20 ) (12 ) (20 ) Other (7 ) — — Net cash used in financing activities (616 ) (212 ) (100 ) Net decrease in cash, cash equivalents and restricted cash — (7 ) — Cash, cash equivalents and restricted cash—beginning of period — 7 7 Cash, cash equivalents and restricted cash—end of period $ — $ — $ 7 Balances per Condensed Balance Sheets: December 31 2018 2017 Cash and cash equivalents $ — $ — Restricted cash — — Total cash, cash equivalents and restricted cash $ — $ — |
Schedule of Debt | As of December 31, 2018 and 2017, our debt consisted of the following (in millions): December 31, 2018 2017 Long-term debt: 4.875% Convertible Unsecured Notes due 2021 $ 1,218 $ 1,161 4.25% Convertible Senior Notes due 2045 625 625 $1.25 billion Cheniere Revolving Credit Facility — — Unamortized premium, discount and debt issuance costs, net (407 ) (438 ) Total long-term debt, net $ 1,436 $ 1,348 |
Schedule of Maturities of Long-term Debt | Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2018 (in millions): Years Ending December 31, Principal Payments 2019 $ — 2020 — 2021 1,218 2022 — 2023 — Thereafter 625 Total $ 1,843 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in millions): Year Ended December 31, 2018 2017 2016 Cash paid during the period for interest, net of amounts capitalized $ 32 $ 31 $ 20 Non-cash investing and financing activities: Non-cash capital distribution (contributions) (1) 607 (268 ) (517 ) Issuance of stock to acquire additional interest in Cheniere Holdings 702 2 94 Non-cash capital contribution from subsidiaries for forgiveness of debt — — 151 Non-cash capital distribution to subsidiaries for forgiveness of debt — — (868 ) (1) Amounts represent equity income (losses) of affiliates. |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | Aug. 02, 2017 | Dec. 31, 2018miitemmilliontonnes / yrbcf / dBcfeunittrainsm³ |
Organization and Nature of Operations [Line Items] | ||
Number Of Natural Gas Liquefaction And Export Facilities | unit | 2 | |
Regasification Capacity | bcf / d | 4 | |
Sabine Pass LNG Terminal [Member] | ||
Organization and Nature of Operations [Line Items] | ||
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 | |
Sabine Pass LNG Terminal [Member] | Minimum [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Run Rate Adjusted Nominal Production Capacity, per Train | milliontonnes / yr | 4.5 | |
Sabine Pass LNG Terminal [Member] | Maximum [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Run Rate Adjusted Nominal Production Capacity, per Train | milliontonnes / yr | 4.9 | |
Corpus Christi Pipeline [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Length of Natural Gas Pipeline | mi | 23 | |
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 | |
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 LNG Terminal Expansion [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number of Liquefaction LNG Trains | trains | 7 | |
Train Nominal Capacity | milliontonnes / yr | 9.5 | |
Number of LNG Storage Tanks | 1 | |
Cheniere Partners [Member] | ||
Organization and Nature of Operations [Line Items] | ||
General Partner ownership percentage | 100.00% | |
Limited Partner ownership percentage | 55.90% | 48.60% |
Cheniere Partners [Member] | Sabine Pass LNG Terminal [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Number of Liquefaction LNG Trains | trains | 6 | |
CTPL [Member] | ||
Organization and Nature of Operations [Line Items] | ||
Length of Natural Gas Pipeline | mi | 94 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)unitcustomer | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairment expense related to accounts and notes receivable | $ 0 | $ 0 | $ 0 |
Impairment expense related to property, plant and equipment | 0 | ||
Derivative instruments designated as cash flow hedges | $ 0 | 0 | 0 |
Number of reporting units | unit | 1 | ||
Goodwill Impairment | $ 0 | ||
Number of reportable segments | unit | 1 | ||
Corpus Christi LNG Terminal [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairment expense related to property, plant and equipment | 6,000,000 | ||
Assets Used In Non-core Operations [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairment expense related to property, plant and equipment | $ 6,000,000 | ||
Corporate Airplane [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Impairment expense related to property, plant and equipment | $ 10,000,000 | ||
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 | ||
Corpus Christi Pipeline [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Asset Retirement Obligation | $ 0 | ||
Maximum [Member] | Sabine Pass LNG Terminal [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Property lease term | 90 years | ||
SPL [Member] | 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 | 7 | ||
SPL [Member] | Minimum [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
SPA, Term of Agreement | 20 years | ||
CCL [Member] | Customer Concentration Risk [Member] | SPA Customers [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
SPA, Term of Agreement | 20 years | ||
Concentration Risk, Number of Significant Customers | customer | 9 | ||
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 ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 2,175 | $ 1,880 |
Non-current restricted cash | 0 | 11 |
SPL Project [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 756 | 544 |
Cheniere Partners and cash held by guarantor subsidiaries [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 785 | 1,045 |
CCL Project [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 289 | 227 |
Cash held by our subsidiaries restricted to Cheniere [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 345 | 64 |
Other [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Non-current restricted cash | $ 0 | $ 11 |
Accounts and Other Receivable_2
Accounts and Other Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts and Other Receivables [Line Items] | ||
Other accounts receivable | $ 46 | $ 21 |
Total accounts and other receivables | 581 | 369 |
SPL [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | 330 | 185 |
Cheniere Marketing [Member] | ||
Accounts and Other Receivables [Line Items] | ||
Trade receivables | $ 205 | $ 163 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventory | $ 316 | $ 243 |
Natural gas [Member] | ||
Inventory [Line Items] | ||
Inventory | 30 | 17 |
LNG [Member] | ||
Inventory [Line Items] | ||
Inventory | 24 | 44 |
LNG in-transit [Member] | ||
Inventory [Line Items] | ||
Inventory | 173 | 130 |
Materials and other [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 89 | $ 52 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 27,245 | $ 23,978 |
LNG terminal costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (1,299) | (882) |
Property, plant and equipment, net | 27,037 | 23,823 |
LNG terminal and interconnecting pipeline facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,386 | 12,687 |
LNG site and related costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 86 | 86 |
LNG terminal construction-in-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,864 | 11,932 |
Fixed assets and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | (111) | (86) |
Property, plant and equipment, net | 149 | 155 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17 | 14 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 22 | 19 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 100 | 92 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 41 | 41 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 59 | 59 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 21 | 16 |
Tug vessels under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 60 | 0 |
Accumulated depreciation | (1) | 0 |
Property, plant and equipment, net | $ 59 | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 445 | $ 354 | $ 173 |
Offsets to LNG terminal costs | $ 140 | $ 320 | $ 214 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
Water pipelines [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 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) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | May 31, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Proceeds (payments) upon termination of Interest Rate Derivatives | $ (51) | $ (62) | $ 28 | |||||
CCH Interest Rate Derivatives [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Notional Amount | 29 | |||||||
CCH Interest Rate Derivatives [Member] | Maximum [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Notional Amount | $ 4,700 | |||||||
Liquefaction Supply Derivatives [Member] | Maximum [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Derivative, Term of Contract | 8 years | |||||||
FX Derivatives [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Notional Amount | $ 379 | $ 27 | ||||||
CCH [Member] | CCH Credit Facility [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Line of Credit Facility, Decrease, Net | $ 1,400 | |||||||
CCH [Member] | CCH Interest Rate Derivatives [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Proceeds (payments) upon termination of Interest Rate Derivatives | $ 5 | $ (13) | ||||||
Cheniere Partners [Member] | CQP Credit Facilities [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Line of Credit Facility, Decrease, Net | $ 1,200 | |||||||
Cheniere Partners [Member] | CQP Interest Rate Derivatives [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Proceeds (payments) upon termination of Interest Rate Derivatives | $ 28 | |||||||
SPL [Member] | SPL Credit Facilities [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Line of Credit Facility, Decrease, Net | $ 1,600 | |||||||
SPL [Member] | SPL Interest Rate Derivatives [Member] | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Proceeds (payments) upon termination of Interest Rate Derivatives | $ (7) |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
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 | $ 18 | $ (32) |
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 | 18 | (32) |
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 |
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 | 0 | 21 |
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 | 0 | 21 |
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 |
Liquefaction Supply Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (42) | 55 |
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 | 6 | 2 |
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 | (19) | 10 |
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 | (29) | 43 |
LNG Trading Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (24) | (8) |
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 | 1 | (13) |
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 | (25) | 5 |
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 |
FX Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 15 | (1) |
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 | 15 | (1) |
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 - Fair_2
Derivative Instruments - Fair Value Inputs - Quantitative Information (Details) - Liquefaction Supply Derivatives [Member] - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | |
Net Fair Value Liability | $ (29,000,000) |
Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | |
Significant Unobservable Inputs Range | (0.980) |
Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Tecniques [Line Items] | |
Significant Unobservable Inputs Range | $ 0.085 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Level 3 Derivatives Activity (Details) - Liquefaction Supply Derivatives [Member] - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period | $ 43 | $ 79 | $ 32 | |
Realized and mark-to-market gains (losses): | ||||
Included in costs of sales | [1] | (13) | (37) | 48 |
Purchases and settlements: | ||||
Purchases | (31) | 14 | 1 | |
Settlements | [1] | (29) | (12) | (2) |
Transfers out of Level 3 | [2] | 1 | (1) | 0 |
Balance, end of period | (29) | 43 | 79 | |
Change in unrealized gains (losses) relating to instruments still held at end of period | $ (13) | $ (37) | 49 | |
Decrease in Fair Value Realized and Capitalized During Period | $ 1 | |||
[1] | Does not include the decrease in fair value of $1 million related to the realized gains capitalized during the year ended December 31, 2016. | |||
[2] | Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements. |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Notional Amounts of Outstanding Derivative Positions (Details) - CCH Interest Rate Derivatives [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Derivative [Line Items] | |
Initial Notional Amount | $ 29 |
Effective Date | May 20, 2015 |
Maturity Date | May 31, 2022 |
Weighted Average Fixed Interest Rate Paid | 2.30% |
Variable Interest Rate Received | One-month LIBOR |
Maximum [Member] | |
Derivative [Line Items] | |
Initial Notional Amount | $ 4,700 |
Derivative Instruments - Fair_3
Derivative Instruments - Fair Value of Derivative Instruments by Balance Sheet Location (Details) $ in Millions | Dec. 31, 2018USD ($)tbtu | Dec. 31, 2017USD ($)tbtu | |
Derivatives, Fair Value [Line Items] | |||
Derivative assets | $ 63 | $ 57 | |
Non-current derivative assets | 54 | 34 | |
Derivative liabilities | (128) | (37) | |
Non-current derivative liabilities | (22) | (19) | |
Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 18 | 24 | |
Total derivative liabilities | 0 | (35) | |
Derivative asset (liability), net | 18 | (11) | |
Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 10 | 7 | |
Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 8 | 17 | |
Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | (20) | |
Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | (15) | |
CCH Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 18 | 3 | |
Total derivative liabilities | 0 | (35) | |
Derivative asset (liability), net | 18 | (32) | |
CCH Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 10 | 0 | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 8 | 3 | |
CCH Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | (20) | |
CCH Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | (15) | |
CQP Interest Rate Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 0 | 21 | |
Total derivative liabilities | 0 | 0 | |
Derivative asset (liability), net | 0 | 21 | |
CQP Interest Rate Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 0 | 7 | |
CQP Interest Rate Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 0 | 14 | |
CQP Interest Rate Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | 0 | 0 | |
CQP Interest Rate Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | 0 | 0 | |
Commodity Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | 83 | 67 | |
Total derivative liabilities | (149) | (20) | |
Derivative asset (liability), net | (66) | 47 | |
Commodity Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 37 | 50 | |
Commodity Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | 46 | 17 | |
Commodity Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (127) | (17) | |
Commodity Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | (22) | (3) | |
Liquefaction Supply Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [1] | 59 | 58 |
Total derivative liabilities | [1] | (101) | (3) |
Derivative asset (liability), net | [1] | $ (42) | $ 55 |
Notional amount | tbtu | [2] | 5,832 | 2,539 |
Derivative, collateral deposit (call) | $ (5) | $ (1) | |
Liquefaction Supply Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [1] | 13 | 41 |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [1] | 46 | 17 |
Liquefaction Supply Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [1] | (79) | 0 |
Liquefaction Supply Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [1] | (22) | (3) |
LNG Trading Derivatives [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Total derivative assets | [3] | 24 | 9 |
Total derivative liabilities | [3] | (48) | (17) |
Derivative asset (liability), net | [3] | $ (24) | $ (8) |
Notional amount | tbtu | 12 | 25 | |
Derivative, collateral deposit (call) | $ 9 | $ 28 | |
LNG Trading Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | [3] | 24 | 9 |
LNG Trading Derivatives [Member] | Non-current Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative assets | [3] | 0 | 0 |
LNG Trading Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | [3] | (48) | (17) |
LNG Trading Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | [3] | 0 | 0 |
FX Derivatives [Member] | Derivative Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets | 16 | 0 | |
FX Derivatives [Member] | Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | (1) | 0 | |
FX Derivatives [Member] | Non-current Derivative Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Non-current derivative liabilities | $ 0 | $ (1) | |
SPL [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 3,464 | 2,214 | |
CCL [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 2,801 | 2,024 | |
[1] | Does not include collateral calls of $5 million and $1 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2018 and 2017, respectively. | ||
[2] | SPL had secured up to approximately 3,464 TBtu and 2,214 TBtu and CCL had secured up to approximately 2,801 TBtu and 2,024 TBtu of natural gas feedstock through natural gas supply contracts as of December 31, 2018 and 2017, respectively. | ||
[3] | Does not include collateral of $9 million and $28 million deposited for such contracts, which are included in other current assets in our Consolidated Balance Sheets as of December 31, 2018 and 2017, respectively. |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
CCH Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | $ 43 | $ 3 | $ (16) | |
CQP Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | 14 | 6 | 12 | |
SPL Interest Rate Derivatives [Member] | Derivative gain (loss), net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | 0 | (2) | (6) | |
LNG Trading Derivatives [Member] | LNG revenues [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | [1] | (25) | (44) | (4) |
Liquefaction Supply Derivatives [Member] | LNG revenues [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | [1],[2] | (1) | 0 | 0 |
Liquefaction Supply Derivatives [Member] | Cost of sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | [1],[2] | (100) | (24) | 42 |
FX Derivatives [Member] | LNG revenues [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | 18 | (1) | 0 | |
FX Derivatives [Member] | Other income [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative gain (loss), net | $ 0 | $ 0 | $ (1) | |
[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. |
Derivative Instruments - Deri_2
Derivative Instruments - Derivative Net Presentation on Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
CCH Interest Rate Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | $ 19 | $ 3 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (1) | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 18 | 3 |
CCH Interest Rate Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (35) | |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | (35) | |
CQP Interest Rate Derivative Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 21 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | 21 | |
Liquefaction Supply Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 95 | 64 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (36) | (6) |
Derivative Assets (Liabilities), at Fair Value, Net | 59 | 58 |
Liquefaction Supply Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (121) | (3) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 20 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (101) | (3) |
LNG Trading Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 112 | 9 |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (88) | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 24 | 9 |
LNG Trading Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (92) | (37) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 44 | 20 |
Derivative Assets (Liabilities), at Fair Value, Net | (48) | (17) |
FX Derivatives Asset [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Gross Amounts Recognized | 30 | |
Derivative Asset, Gross Amounts Offset in the Consolidated Balance Sheets | (14) | |
Derivative Assets (Liabilities), at Fair Value, Net | 16 | |
FX Derivatives Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Gross Amounts Recognized | (2) | (1) |
Derivative Liability, Gross Amounts Offset in the Consolidated Balance Sheets | 1 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | $ (1) | $ (1) |
Other Non-Current Assets - Sche
Other Non-Current Assets - Schedule of Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets, Noncurrent [Abstract] | ||
Advances made under EPC and non-EPC contracts | $ 14 | $ 26 |
Advances made to municipalities for water system enhancements | 90 | 97 |
Advances and other asset conveyances to third parties to support LNG terminals | 54 | 48 |
Tax-related payments and receivables | 21 | 29 |
Equity method investments | 94 | 64 |
Other | 32 | 24 |
Other non-current assets, net | $ 305 | $ 288 |
Other Non-Current Assets - Equi
Other Non-Current Assets - Equity Method Investments (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)mi | Dec. 31, 2017USD ($) | May 31, 2018USD ($) | |
Investment [Line Items] | |||
Equity method investment | $ 94,000,000 | $ 64,000,000 | |
Accounts receivable—related party | 4,000,000 | 2,000,000 | |
Midship Holdings [Member] | |||
Investment [Line Items] | |||
Equity method investment | 85,000,000 | 55,000,000 | |
O&M Services [Member] | Midship Pipeline [Member] | Service Agreements [Member] | |||
Investment [Line Items] | |||
Other—related party | 12,000,000 | 3,000,000 | |
Accounts receivable—related party | $ 4,000,000 | $ 2,000,000 | |
CCL [Member] | Midship Pipeline [Member] | Natural Gas Transportation Agreement [Member] | |||
Investment [Line Items] | |||
Long-term Purchase Commitment, Period | 10 years | ||
Midship Pipeline [Member] | |||
Investment [Line Items] | |||
Length of Natural Gas Pipeline | mi | 200 | ||
Midship Pipeline [Member] | CCL [Member] | Midship Pipeline Letter of Credit [Member] | |||
Investment [Line Items] | |||
Letter of Credit, Maximum Borrowing Capacity | $ 16,000,000 | ||
Letters of credit issued | $ 0 | ||
EIG [Member] | Maximum [Member] | |||
Investment [Line Items] | |||
Investment Company, Financial Commitment to Investee, Future Amount | $ 500,000,000 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - USD ($) shares in Millions | Aug. 02, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Cheniere Holdings [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest of Cheniere Holdings, Acquired | 17.30% | ||
Noncontrolling Interest, Ownership Percentage by Parent | 82.70% | ||
Gain (loss) on acquisition | $ 0 | ||
Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
Limited Partner ownership percentage | 55.90% | 48.60% | |
General Partner ownership percentage | 100.00% | ||
Cheniere Holdings [Member] | Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
Limited Partner ownership percentage | 48.60% | ||
Common Units [Member] | Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
Partners Capital Account, Units, Units Held | 12 | 104.5 | |
Class B Units [Member] | Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
Partners Capital Account, Units, Units Held | 45.3 | ||
Subordinated Units [Member] | Cheniere Partners [Member] | |||
Noncontrolling Interest [Line Items] | |||
Partners Capital Account, Units, Units Held | 135.4 | 135.4 |
Variable Interest Entities (Det
Variable Interest Entities (Details) shares in Millions | 12 Months Ended | |
Dec. 31, 2018membersshares | Dec. 31, 2012shares | |
Blackstone CQP Holdco [Member] | ||
Variable Interest Entity [Line Items] | ||
Number Of Members Of The Board Of Directors | 1 | |
Cheniere Energy Partners GP, LLC [Member] | Blackstone CQP Holdco LP and Cheniere [Member] | ||
Variable Interest Entity [Line Items] | ||
Number Of Members Of The Board Of Directors | 4 | |
Minimum Number Of Members Of The Board Of Directors Required For Quorum | 2 | |
Cheniere Energy Partners GP, LLC [Member] | Blackstone CQP Holdco [Member] | ||
Variable Interest Entity [Line Items] | ||
Number Of Members Of The Board Of Directors | 3 | |
Minimum Number Of Members Of The Board Of Directors Required For Quorum | 2 | |
Cheniere Energy Partners GP, LLC [Member] | Cheniere [Member] | ||
Variable Interest Entity [Line Items] | ||
Number Of Members Of The Board Of Directors | 4 | |
Minimum Number Of Members Of The Board Of Directors Required For Quorum | 2 | |
Cheniere Partners [Member] | Blackstone CQP Holdco [Member] | Director Appointment Entitlement, Minimum [Member] | ||
Variable Interest Entity [Line Items] | ||
Limited Partner ownership percentage | 20.00% | |
Cheniere Partners [Member] | Blackstone CQP Holdco [Member] | Class B Units [Member] | ||
Variable Interest Entity [Line Items] | ||
Partners Capital Account, Units Sold In Private Placement | shares | 100 | |
Cheniere Partners [Member] | Blackstone CQP Holdco [Member] | Class B Units [Member] | Director Appointment Entitlement, Minimum [Member] | ||
Variable Interest Entity [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | shares | 50 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities, Current [Abstract] | ||
Interest costs and related debt fees | $ 233 | $ 397 |
Accrued natural gas purchases | 610 | 298 |
LNG terminals and related pipeline costs | 125 | 192 |
Compensation and benefits | 117 | 141 |
Accrued LNG inventory | 14 | 1 |
Other accrued liabilities | 70 | 49 |
Total accrued liabilities | $ 1,169 | $ 1,078 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) | Dec. 31, 2018 | Dec. 01, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Unamortized premium, discount and debt issuance costs, net | $ (775,000,000) | $ (730,000,000) | |
Long-Term Debt, Net | 28,179,000,000 | 25,336,000,000 | |
Current Debt, Net | 239,000,000 | 0 | |
Total Debt, Net | 28,418,000,000 | 25,336,000,000 | |
2021 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 2,000,000,000 | 2,000,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
2022 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 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, Gross | $ 1,500,000,000 | 1,500,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
2024 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 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, Gross | $ 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, Gross | $ 1,500,000,000 | 1,500,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||
2027 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,500,000,000 | 1,500,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
2028 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,350,000,000 | 1,350,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | ||
2037 SPL Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 800,000,000 | 800,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
2025 CQP Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,500,000,000 | 1,500,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||
2026 CQP Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,100,000,000 | 0 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
CQP Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 0 | 1,090,000,000 | |
2024 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,250,000,000 | 1,250,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||
2025 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,500,000,000 | 1,500,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||
2027 CCH Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,500,000,000 | 1,500,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | ||
CCH Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 5,156,000,000 | 2,485,000,000 | |
2025 CCH Holdco II Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,455,000,000 | 1,305,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 1,218,000,000 | 1,161,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | ||
2045 Cheniere Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 625,000,000 | 625,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||
Cheniere Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 0 | 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | 1,250,000,000 | $ 750,000,000 | |
SPL Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current Debt, Net | 0 | 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | ||
CCH Working Capital Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current Debt, Net | 168,000,000 | 0 | |
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | ||
Cheniere Marketing Trade Finance Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Current Debt, Net | $ 71,000,000 | $ 0 |
Debt - Schedule of Maturities (
Debt - Schedule of Maturities (Details) $ in Millions | Dec. 31, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,019 | $ 239 |
2,020 | 0 |
2,021 | 3,218 |
2,022 | 1,000 |
2,023 | 1,500 |
Thereafter | 23,236 |
Total | $ 29,193 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)Rate | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Loss on modification or extinguishment of debt | $ 27 | $ 100 | $ 135 | |
2026 CQP Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |||
2025 CQP Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |||
SPL [Member] | SPL Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
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, 2027 SPL Senior Notes, 2028 SPL Senior Notes and 2037 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, 2027 SPL Senior Notes, 2028 SPL Senior Notes and 2037 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 | |||
Cheniere Partners [Member] | CQP Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
Debt Instrument, Secured Debt Condition, Secured Indebtedness and Attributable Indebtedness Threshold, Monetary Amount | $ 1,500 | |||
Debt Instrument, Secured Debt Condition, Secured Indebtedness and Attributable Indebtedness Threshold, Percentage of Net Tangible Assets | 10.00% | |||
Cheniere Partners [Member] | CQP Senior Notes [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Redemption Amount, Percentage of Principal Amount Which May Be Redeemed With Cash Proceeds From Certain Equity Offerings | 35.00% | |||
Cheniere Partners [Member] | 2026 CQP Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 1,100 | |||
Net proceeds from issuances of long-term debt | $ 1,100 | |||
Loss on modification or extinguishment of debt | $ 12 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | |||
Debt Instrument, Redemption Price, Percentage Price For Amount Which May Be Redeemed With Cash Proceeds From Certain Equity Offerings | 105.625% | |||
Debt Instrument Registration Period | 360 days | |||
Cheniere Partners [Member] | 2025 CQP Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage Price For Amount Which May Be Redeemed With Cash Proceeds From Certain Equity Offerings | 105.25% | |||
CCH [Member] | CCH 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, Redemption Price, Percentage | 100.00% |
Debt - Credit Facilities Table
Debt - Credit Facilities Table (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Outstanding balance - current | $ 239 | $ 0 |
Weighted average interest rate on current debt | 5.47% | |
SPL Working Capital Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Original facility size | $ 1,200 | |
Incremental commitments | 0 | |
Outstanding balance - current | 0 | 0 |
Commitments prepaid or terminated | 0 | |
Letters of credit issued | 425 | |
Available commitment | $ 775 | |
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% | |
CQP Credit Facilities [Member] | ||
Line of Credit Facility [Line Items] | ||
Original facility size | $ 2,800 | |
Incremental commitments | 0 | |
Outstanding balance | 0 | 1,090 |
Commitments prepaid or terminated | 2,685 | |
Letters of credit issued | 0 | |
Available commitment | $ 115 | |
Maturity date | Feb. 25, 2020 | |
CQP Credit Facilities [Member] | Portion issued and not drawn [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |
CQP Credit Facilities [Member] | Portion issued and not drawn [Member] | February 25, 2019 [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Interest Rate, Increase | 0.50% | |
CCH Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Original facility size | $ 8,404 | |
Incremental commitments | 1,566 | |
Outstanding balance | 5,156 | 2,485 |
Commitments prepaid or terminated | 3,832 | |
Letters of credit issued | 0 | |
Available commitment | $ 982 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | |
Maturity date | Jun. 30, 2024 | |
CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
CCH Credit Facility [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
CCH Working Capital Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Original facility size | $ 350 | |
Incremental commitments | 850 | |
Outstanding balance - current | 168 | 0 |
Commitments prepaid or terminated | 0 | |
Letters of credit issued | 316 | |
Available commitment | $ 716 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | |
Maturity date | Jun. 29, 2023 | |
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 | 1.25% | |
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |
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 | 1.75% | |
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
Cheniere Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Original facility size | $ 750 | |
Incremental commitments | 500 | |
Outstanding balance | 0 | $ 0 |
Commitments prepaid or terminated | 0 | |
Letters of credit issued | 0 | |
Available commitment | $ 1,250 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | |
Maturity date | Dec. 13, 2022 | |
Cheniere Revolving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
Cheniere Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
Cheniere Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Cheniere Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Debt - SPL Working Capital Faci
Debt - SPL Working Capital Facility (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
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 |
Line 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] | Letter of Credit [Member] | Drawn Portion [Member] | |
Line of Credit Facility [Line Items] | |
Long-term Line of Credit | $ 0 |
SPL [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% |
SPL [Member] | LC Loan [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Term | 1 year |
SPL [Member] | 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] | Swing Line Loan [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Term | 15 days |
SPL [Member] | 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 - CQP Credit Facilities (D
Debt - CQP Credit Facilities (Details) $ in Millions | Nov. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2018USD ($)Rate | Dec. 31, 2017USD ($) |
CQP Credit Facilities [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Available commitment | $ 115 | |||
CQP Credit Facilities [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] | CQP Credit Facilities [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | |||
Line Of Credit Facility, Unused Capacity, Commitment Fee Percentage Of Margin On Undrawn Commitment | 40.00% | |||
Cheniere Partners [Member] | 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 to Incur Additional Indebtedness | Rate | 1.55 | |||
Cheniere Partners [Member] | CQP Credit Facilities - CTPL Tranche Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 450 | |||
Cheniere Partners [Member] | CQP Credit Facilities - SPLNG Tranche Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,100 | |||
Cheniere Partners [Member] | CQP Credit Facilities - Debt Service Reserve Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 125 | |||
Cheniere Partners [Member] | CQP Credit Facilities - Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115 | |||
Available commitment | $ 115 | |||
Cheniere Partners [Member] | CQP Credit Facilities - Revolving Credit Facility [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] | CQP Credit Facilities - Revolving Credit Facility [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 | |||
Cheniere Partners [Member] | SPLNG Senior Notes [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Repayments of Long-term Debt | $ 2,100 |
Debt - CCH Credit Facility (Det
Debt - CCH Credit Facility (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018USD ($)Ratetrains | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 31, 2018USD ($) | May 01, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||
Loss on modification or extinguishment of debt | $ | $ 27 | $ 100 | $ 135 | ||
CCH Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maturity date | Jun. 30, 2024 | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||||
CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
CCH Credit Facility [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
CCH [Member] | CCH Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 6,100 | $ 4,600 | |||
Number of Liquefaction LNG Trains | trains | 3 | ||||
Maturity date | Jun. 30, 2024 | ||||
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 Of Margin On Undrawn Commitment | 40.00% | ||||
Debt Instrument, Balance Required in Reserve Account, Period of Debt Service | 6 months | ||||
Loss on modification or extinguishment of debt | $ | $ 15 | ||||
Debt Issuance Costs, Required Fees to Agents and Lenders | $ | $ 53 | ||||
CCH [Member] | CCH Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 1.75% | ||||
CCH [Member] | CCH Credit Facility [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 0.75% | ||||
CCH [Member] | CCH Credit Facility [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Fixed Charge, Coverage Ratio, Projected | Rate | 1.50 | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | 65.00% | ||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.25 |
Debt - CCH Working Capital Faci
Debt - CCH Working Capital Facility (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Jun. 01, 2018 | |
CCH Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000,000 | ||
Debt Instrument, Description of Variable Rate Basis | LIBOR or base rate | ||
Maturity date | Jun. 29, 2023 | ||
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 | 1.25% | ||
CCH Working Capital Facility [Member] | Minimum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||
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 | 1.75% | ||
CCH Working Capital Facility [Member] | Maximum [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
CCH [Member] | CCH Working Capital Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000,000 | $ 350,000,000 | |
Debt Instrument, Description of Variable Rate Basis | LIBOR or the base rate | ||
Line Of Credit Facility, Unused Capacity, Commitment Fee Percentage Of Margin On Undrawn Commitment | 40.00% | ||
Debt Issuance Costs, Required Fees to Agents and Lenders | $ 14,000,000 | ||
Maturity date | Jun. 29, 2023 | ||
CCH [Member] | CCH Working Capital Facility [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 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 | 1.25% | ||
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 | 0.25% | ||
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 | 1.75% | ||
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 | 0.75% | ||
CCH [Member] | CCH Letter of Credit [Member] | Portion issued and not drawn [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | ||
CCH [Member] | CCH Revolving Loans [Member] | |||
Line of Credit Facility [Line Items] | |||
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 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 - Cheniere Revolving Credi
Debt - Cheniere Revolving Credit Facility (Details) - Cheniere Revolving Credit Facility [Member] | 12 Months Ended | |
Dec. 31, 2018USD ($)Rate | Dec. 01, 2018USD ($) | |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 1,250,000,000 | $ 750,000,000 |
Debt Instrument, Liquidity Requirement, Sum of Unrestricted Cash and Undrawn Commitments, Minimum Percentage Commitments | 20.00% | |
Debt Instrument, Liquidity Requirement, Sum of Unrestricted Cash and Undrawn Commitments, Minimum Balance | $ | $ 200,000,000 | |
Debt Instrument, Trigger Point Condition, Minimum Percentage Aggregate Commitments | 10.00% | |
Debt Instrument, Trigger Point Condition, Springing Leverage Covenant Election, Maximum Leverage Ratio | 5.75 | |
Debt Instrument, Trigger Point Condition, Springing Leverage Covenant Election, Minimum Percentage Aggregate Commitments | 30.00% | |
Before Trigger Point [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.75% | |
After Trigger Point [Member] | ||
Line of Credit Facility [Line Items] | ||
Line Of Credit Facility, Unused Capacity, Commitment Fee Percentage Of Margin On Undrawn Commitment | 30.00% | |
Base Rate [Member] | Drawn Portion [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
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% | |
Base Rate Determination LIBOR [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
Minimum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Maximum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Debt - Convertible Notes Table
Debt - Convertible Notes Table (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | Nov. 30, 2014 | ||
2021 Cheniere Convertible Unsecured Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | $ 1,000 | ||||
Debt component, net of discount and debt issuance costs | 1,126 | $ 809 | |||
Equity component | $ 209 | $ 206 | $ 191 | ||
Maturity date | May 28, 2021 | ||||
Contractual interest rate | 4.875% | ||||
Effective interest rate | [1] | 8.40% | 8.30% | ||
Remaining debt discount and debt issuance costs amortization period | [2] | 2 years 149 days | |||
2025 CCH Holdco II Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | $ 1,000 | ||||
Debt component, net of discount and debt issuance costs | 1,432 | ||||
Equity component | $ 0 | ||||
Maturity date | May 13, 2025 | ||||
Contractual interest rate | 11.00% | ||||
Effective interest rate | [1] | 11.90% | |||
Remaining debt discount and debt issuance costs amortization period | [2] | 1 year 274 days | |||
2045 Cheniere Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate original principal | $ 625 | ||||
Debt component, net of discount and debt issuance costs | 310 | $ 304 | |||
Equity component | $ 194 | $ 196 | |||
Maturity date | Mar. 15, 2045 | ||||
Contractual interest rate | 4.25% | ||||
Effective interest rate | [1] | 9.40% | |||
Remaining debt discount and debt issuance costs amortization period | [2] | 26 years 81 days | |||
[1] | Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. | ||||
[2] | 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 Millions | 12 Months Ended | ||||
Dec. 31, 2018USD ($)Rated$ / shares | Dec. 31, 2017USD ($) | Mar. 31, 2015USD ($) | 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 component, net of discount and debt issuance costs | $ 1,126 | $ 809 | |||
Equity component | $ 209 | $ 206 | $ 191 | ||
Effective interest rate | [1] | 8.40% | 8.30% | ||
Aggregate principal amount | $ 1,000 | ||||
2021 Cheniere Convertible Unsecured Notes [Member] | Note Holders [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Initial Conversion Price | $ / shares | $ 93.64 | ||||
2025 Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||
Debt component, net of discount and debt issuance costs | $ 1,432 | ||||
Equity component | $ 0 | ||||
Effective interest rate | [1] | 11.90% | |||
Aggregate principal amount | $ 1,000 | ||||
2045 Cheniere Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||||
Debt component, net of discount and debt issuance costs | $ 310 | $ 304 | |||
Equity component | $ 194 | $ 196 | |||
Effective interest rate | [1] | 9.40% | |||
Aggregate principal amount | $ 625 | ||||
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 Price | $ / shares | $ 138.38 | ||||
Equity component | $ 194 | ||||
Effective interest rate | [1] | 9.40% | |||
Debt Instrument, Convertible, Conversion Ratio | 7.2265 | ||||
CCH Holdco II [Member] | 2025 Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||
Aggregate principal amount | $ 1,000 | ||||
Debt Instrument, Convertible, Collateral Amount, Equity Interest in Subsidiary | 100.00% | ||||
Debt Instrument, Fixed Charge, Coverage Ratio | Rate | 1.20 | ||||
CCH Holdco II [Member] | 2025 Convertible Senior Notes [Member] | CCH Holdco II [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible,Threshold Market Capitalization of Cheniere Common Stock | $ 10,000 | ||||
Debt Instrument, Convertible, Percentage of Conversion 1, Discount to VWAP of Cheniere Common Stock | 10.00% | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days of Cheniere Common Stock | d | 90 | ||||
Debt Instrument, Convertible, Percentage Of Conversion 2, Discount to closing price of Cheniere Common Stock | 10.00% | ||||
CCH Holdco II [Member] | 2025 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 Market Capitalization of Cheniere Common Stock | $ 10,000 | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days of Cheniere Common Stock | d | 90 | ||||
Cheniere CCH Holdco I [Member] | CCH Holdco II [Member] | 2025 Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Collateral Amount, Equity Interest in Subsidiary | 100.00% | ||||
[1] | Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Total interest cost | $ 1,678 | $ 1,526 | $ 1,301 |
Interest cost on capital lease | 1 | 0 | 0 |
Capitalized interest | (803) | (779) | (813) |
Total interest expense, net | 875 | 747 | 488 |
Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest per contractual rate | 237 | 219 | 202 |
Amortization of debt discount | 35 | 29 | 31 |
Amortization of debt issuance costs | 9 | 7 | 5 |
Total interest cost | 281 | 255 | 238 |
Debt Excluding Capital Lease And Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total interest cost | $ 1,396 | $ 1,271 | $ 1,063 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | $ 28,418 | $ 25,336 | |
Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [1] | 19,466 | 18,350 |
Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [1] | 19,901 | 20,075 |
2037 SPL Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 791 | 790 |
2037 SPL Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes, Estimated Fair Value | [2] | 817 | 871 |
Credit facilities [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [3] | 5,294 | 3,574 |
Credit facilities [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Credit Facilities, Estimated Fair Value | [3] | 5,294 | 3,574 |
2021 Cheniere Convertible Unsecured Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 1,126 | 1,040 |
2021 Cheniere Convertible Unsecured Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [2] | 1,236 | 1,136 |
2025 CCH Holdco II Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [2] | 1,432 | 1,273 |
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 | [2] | 1,612 | 1,535 |
2045 Cheniere Convertible Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount, Debt | [4] | 310 | 309 |
2045 Cheniere Convertible Senior Notes [Member] | Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Debt, Estimated Fair Value | [4] | $ 431 | $ 447 |
[1] | Includes 2021 SPL Senior Notes, 2022 SPL Senior Notes, 2023 SPL Senior Notes, 2024 SPL Senior Notes, 2025 SPL Senior Notes, 2026 SPL Senior Notes, 2027 SPL Senior Notes, 2028 SPL Senior Notes, 2025 CQP Senior Notes, 2026 CQP Senior Notes, 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes. The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments. | ||
[2] | 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. | ||
[3] | Includes SPL Working Capital Facility, CQP Credit Facilities, CCH Credit Facility, CCH Working Capital Facility, Cheniere Revolving Credit Facility and Cheniere Marketing trade finance facilities. 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. | ||
[4] | The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date. |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)bcf / ditem | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Disaggregation of Revenue [Line Items] | |||
LNG Volume, Sales Price Percentage of Henry Hub | 115.00% | ||
Revenue earned from contracts with customers | $ 7,855 | $ 5,626 | $ 1,282 |
Regasification Capacity | bcf / d | 4 | ||
Operating and maintenance expense | $ 613 | 446 | 216 |
TUA Customers [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Regasification Capacity | bcf / d | 2 | ||
Number Of Fixed Price Contracts | item | 2 | ||
TUA Customer 1 [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Regasification Capacity | bcf / d | 1 | ||
Revenue, Performance Obligation, Fixed Consideration | $ 125 | ||
Long-term Purchase Commitment, Period | 20 years | ||
TUA Customer 2 [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Regasification Capacity | bcf / d | 1 | ||
Revenue, Performance Obligation, Fixed Consideration | $ 125 | ||
Long-term Purchase Commitment, Period | 20 years | ||
LNG procured from third parties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue earned from contracts with customers | $ 745 | 981 | 236 |
LNG [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue earned from contracts with customers | $ 7,440 | $ 5,342 | 1,015 |
Revenue, Variable Consideration Received From Customers, Percentage | 56.00% | 56.00% | |
Regasification [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue earned from contracts with customers | $ 261 | $ 260 | $ 259 |
Revenue, Variable Consideration Received From Customers, Percentage | 3.00% | 2.00% | |
Terminal Use Agreement Regasification Capacity, Partial [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Operating and maintenance expense | $ 30 | $ 23 |
Revenues from Contracts with _4
Revenues from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue earned from contracts with customers | $ 7,855 | $ 5,626 | $ 1,282 | ||||||||||
Total revenues | $ 2,383 | $ 1,819 | $ 1,543 | $ 2,242 | $ 1,746 | $ 1,403 | $ 1,241 | $ 1,211 | 7,987 | 5,601 | 1,283 | ||
Sub-chartering revenues | 101 | ||||||||||||
LNG [Member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue earned from contracts with customers | 7,440 | 5,342 | 1,015 | ||||||||||
Total revenues | 7,572 | 5,317 | 1,016 | ||||||||||
Regasification [Member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue earned from contracts with customers | 261 | 260 | 259 | ||||||||||
Other [Member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue earned from contracts with customers | 142 | [1] | 21 | 8 | |||||||||
Other, Related Party [Member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue earned from contracts with customers | 12 | 3 | 0 | ||||||||||
Derivative Instruments [Member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | [2] | $ 132 | $ (25) | $ 1 | |||||||||
[1] | Includes $101 million in sub-chartering revenues for the year ended December 31, 2018. | ||||||||||||
[2] | Includes the realized value associated with a portion of derivative instruments that settle through physical delivery. |
Revenues from Contracts with _5
Revenues from Contracts with Customers - Schedule of Deferred Revenue Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Deferred revenues, beginning of period | $ 111 | $ 78 |
Cash received but not yet recognized | 139 | 111 |
Revenue recognized from prior period deferral | (111) | (78) |
Deferred revenues, end of period | $ 139 | $ 111 |
Revenues from Contracts with _6
Revenues from Contracts with Customers - Schedule of Transaction Price Allocated to Future Performance Obligations (Details) - USD ($) $ in Billions | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 109.2 | $ 86.6 | |
LNG [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 106.6 | $ 83.7 | |
Weighted Average Recognition Timing | [1] | 11 years | 11 years |
Regasification [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unsatisfied Transaction Price | $ 2.6 | $ 2.9 | |
Weighted Average Recognition Timing | [1] | 6 years | 6 years |
[1] | The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Tax Credit Carryforwards | $ 28 | $ 22 | |
Deferred Tax Assets, Disallowed Business Interest Expense Carryforward, Percentage of Adjusted Taxable Income Allowed | 30.00% | ||
Disallowed Business Interest Expense Carryforward, Pre-Tax Amount | $ 92 | ||
Deferred Foreign Income Tax Benefit | 5 | $ 3 | $ (2) |
Valuation Allowance, Deferred Tax Asset, Decrease | $ 120 | ||
U.S. corporate income tax rate | 21.00% | 35.00% | 35.00% |
Federal Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 4,300 | ||
Deferred Tax Assets, Tax Credit Carryforwards | 25 | ||
Federal Tax [Member] | Investment Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Tax Credit Carryforwards | 14 | ||
State Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 2,400 | ||
Deferred Tax Assets, Tax Credit Carryforwards | 3 | ||
U.K. Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Foreign Income Tax Benefit | $ 5 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income taxes and non-controlling interest, U.S. | $ 997 | $ 30 | $ (611) |
Income before income taxes and non-controlling interest, International | 230 | 536 | (52) |
Income (loss) before income taxes and non-controlling interest | $ 1,227 | $ 566 | $ (663) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 2 | 0 | 0 |
Foreign | 30 | 6 | 0 |
Total current | 32 | 6 | 0 |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (5) | (3) | 2 |
Total deferred | (5) | (3) | 2 |
Total income tax provision | $ 27 | $ 3 | $ 2 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21.00% | 35.00% | 35.00% |
Non-controlling interest | (11.40%) | 2.90% | (2.10%) |
State tax rate | (0.40%) | (0.20%) | 1.80% |
U.S. tax reform rate change | 0.00% | 71.40% | 0.00% |
Share-based compensation | (0.50%) | (6.20%) | 0.00% |
Nondeductible interest expense | 2.60% | 8.50% | (6.60%) |
Foreign earnings taxed in the U.S. | 1.40% | 0.00% | 0.00% |
Foreign rate differential | (1.10%) | (0.70%) | (1.20%) |
Other | 0.40% | (0.50%) | 0.30% |
Valuation allowance | (9.80%) | (109.70%) | (27.50%) |
Effective tax rate | 2.20% | 0.50% | (0.30%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Net operating loss carryforwards and credits | ||
Federal | $ 848 | $ 936 |
Foreign | 7 | 6 |
State | 189 | 184 |
Federal and state tax credits | 28 | 22 |
Disallowed business interest expense carryforward | 19 | 0 |
Deferred gain | 46 | 46 |
Other | 50 | 77 |
Less: valuation allowance | (686) | (806) |
Total deferred tax assets | 501 | 465 |
Deferred tax liabilities | ||
Investment in limited partnership | (375) | (391) |
Convertible debt | (59) | (65) |
Property, plant and equipment | (48) | (6) |
Other | (11) | 0 |
Total deferred tax liabilities | (493) | (462) |
Net deferred tax assets | $ 8 | $ 3 |
Income Taxes - Changes in Gross
Income Taxes - Changes in Gross Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 62 | $ 103 |
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 | (1) | (1) |
Settlements | 0 | 0 |
U.S. tax reform rate change | 0 | (40) |
Balance at end of year | $ 61 | $ 62 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period - service years, option 1 | 1 year | |||
Vesting Period - service years, option 2 | 2 years | |||
Vesting Period - service years, option 3 | 3 years | |||
Vesting Period - service years, option 4 | 4 years | |||
Vested in Period, Fair Value | $ 53 | $ 78 | $ 36 | |
Grants in Period, Number of Awards | 0 | |||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period - service years, option 1 | 2 years | |||
Vesting Period - service years, option 2 | 3 years | |||
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award Vesting Period, Cliff Vesting | 3 years | |||
Performance Units [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned Upon Vesting If Threshold Performance is Met | 50.00% | |||
Performance Units [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned Upon Vesting If Threshold Performance is Met | 200.00% | |||
Phantom Unit Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period - service years, option 1 | 2 years | |||
Vesting Period - service years, option 2 | 3 years | |||
Vesting Period - service years, option 3 | 4 years | |||
Vested in Period, Fair Value | $ 91 | $ 86 | $ 78 | |
Grants in Period, Number of Awards | 0 | 0 | 1,800,000 | |
2003 Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 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 Additional Shares Authorized | 7,800,000 | |||
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 | 200,000 | |||
Share-based Payment Award, Number of Shares Available for Grant | 0 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | $ 137 | $ 114 | $ 117 |
Capitalized share-based compensation | (24) | (23) | (16) |
Total share-based compensation expense | 113 | 91 | 101 |
Tax benefit associated with share-based compensation expense | 6 | 5 | 0 |
Equity Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | 89 | 34 | 41 |
Liability Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | $ 48 | $ 80 | $ 76 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Unrecognized Compensation Cost (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Restricted Stock Share Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 2 |
Recognized over a weighted average period | 4 months |
Restricted Share Unit And Performance Stock Unit Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 136 |
Recognized over a weighted average period | 1 year 8 months |
Phantom Unit Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 11 |
Recognized over a weighted average period | 1 year 5 months |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Non-vested Awards (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Restricted Stock Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested at January 1, 2018, Shares | 2,200,000 | |||
Non-vested at January 1, 2018, Weighted Average Grant Date Fair Value Per Share | $ 24.29 | |||
Granted, Shares | 0 | |||
Grants in Period, Weighted Average Grant Date Fair Value Per Share | $ 0 | |||
Vested, Shares | (2,100,000) | |||
Vested, Weighted Average Grant Date Fair Value Per Share | $ 24.03 | |||
Forfeited, Shares | 0 | |||
Forfeited, Weighted Average Grant Date Fair Value Per Share | $ 0 | |||
Non-vested at December 31, 2018, Shares | 100,000 | 2,200,000 | ||
Non-vested at December 31, 2018, Weighted Average Grant Date Fair Value Per Share | $ 45.77 | $ 24.29 | ||
Restricted Share Unit And Performance Stock Unit Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested at January 1, 2018, Shares | 1,300,000 | |||
Non-vested at January 1, 2018, Weighted Average Grant Date Fair Value Per Share | $ 47.18 | |||
Granted, Shares | 2,600,000 | [1] | 1,400,000 | 0 |
Grants in Period, Weighted Average Grant Date Fair Value Per Share | $ 59.50 | [1] | $ 47.16 | $ 0 |
Vested, Shares | (400,000) | |||
Vested, Weighted Average Grant Date Fair Value Per Share | $ 48.40 | |||
Forfeited, Shares | (100,000) | |||
Forfeited, Weighted Average Grant Date Fair Value Per Share | $ 53.92 | |||
Non-vested at December 31, 2018, Shares | 3,400,000 | 1,300,000 | ||
Non-vested at December 31, 2018, Weighted Average Grant Date Fair Value Per Share | $ 56.29 | $ 47.18 | ||
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Award, Shares To Be Issued On Maximum Achievement Of Performance Under Target Awards, Maximum | 200,000 | |||
Phantom Unit Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested at January 1, 2018, Shares | 1,800,000 | |||
Granted, Shares | 0 | 0 | 1,800,000 | |
Vested, Shares | (1,500,000) | |||
Forfeited, Shares | 0 | |||
Non-vested at December 31, 2018, Shares | 300,000 | 1,800,000 | ||
[1] | This number excludes 0.2 million performance stock units, which represent the maximum number of common units that would be issued if the maximum level of performance under the target awards amount is achieved. |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Restricted Share Unit and Performance Stock Units Awards (Details) - Restricted Share Unit And Performance Stock Unit Awards [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units issued | 2,600,000 | [1] | 1,400,000 | 0 |
Weighted average grant date fair value per unit | $ 59.50 | [1] | $ 47.16 | $ 0 |
Fair value of units vested | $ 22,000,000 | $ 1,000,000 | $ 0 | |
[1] | This number excludes 0.2 million performance stock units, which represent the maximum number of common units that would be issued if the maximum level of performance under the target awards amount is achieved. |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 75.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | ||
Defined Contribution Plan, Contributions | $ 9,000,000 | $ 7,000,000 | $ 6,000,000 |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2018 | [1] | Sep. 30, 2018 | [1] | Jun. 30, 2018 | [1] | Mar. 31, 2018 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||
Weighted Average Number of Common Shares Outstanding, Basic | 245,600,000 | 233,100,000 | 228,800,000 | ||||||||||||
Dilutive Unvested Stock | 2,400,000 | 0 | 0 | ||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 248,000,000 | 233,100,000 | 228,800,000 | ||||||||||||
Basic net income (loss) per share attributable to common stockholders | $ 0.26 | $ 0.26 | $ (0.07) | $ 1.52 | $ 1.92 | [2] | $ (1.68) | [2] | $ (2.67) | [2] | |||||
Diluted net income (loss) per share attributable to common stockholders | $ 0.26 | $ 0 | $ 0 | $ 0 | $ 1.90 | [2] | $ (1.68) | [2] | $ (2.67) | [2] | |||||
Antidilutive securities excluded from computation of earnings per share | 18,300,000 | 20,300,000 | 16,900,000 | ||||||||||||
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 | [3] | 800,000 | 3,400,000 | 600,000 | |||||||||||
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 | [4] | 17,500,000 | 16,900,000 | 16,300,000 | |||||||||||
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 | 400,000 | 200,000 | 5,000,000 | ||||||||||||
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 | 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] | Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented. | ||||||||||||||
[3] | Does not include 0.4 million shares, 0.2 million shares and 5.0 million shares for each of the years ended December 31, 2018, 2017 and 2016, of unvested stock because the performance conditions had not yet been satisfied as of December 31, 2018, 2017 and 2016, respectively. | ||||||||||||||
[4] | Includes number of 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 income (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, 2018. |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 335 | $ 199 | $ 86 | |
2019, Minimum Payment | [1],[2] | 380 | ||
2020, Minimum Payment | [2] | 184 | ||
2021, Minimum Payment | [2] | 238 | ||
2022, Minimum Payment | [2] | 264 | ||
2023, Minimum Payment | [2] | 264 | ||
Thereafter, Minimum Payment | [2] | 999 | ||
Total, Minimum Payment | [2] | 2,329 | ||
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | $ 43 | |||
Maximum [Member] | Land [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Initial Term of Lease | 30 years | |||
Term of of Available Extension | 60 years | |||
[1] | Does not include $43 million in aggregate payments we will receive from our LNG vessel time charter subleases. | |||
[2] | Includes certain lease option renewals that are reasonably assured and payments for certain non-lease components. |
Leases - Capital Leases (Detail
Leases - Capital Leases (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
Capital Leased Assets [Line Items] | |||
2019, Minimum Payment | $ 5 | ||
2020, Minimum Payment | 5 | ||
2021, Minimum Payment | 5 | ||
2022, Minimum Payment | 5 | ||
2023, Minimum Payment | 5 | ||
Thereafter, Minimum Payment | 73 | ||
Total minimum lease payments | [1] | 98 | |
Amount representing imputed interest | (39) | ||
Present value of minimum lease payment | 59 | ||
Current portion of capital lease obligationss | (2) | ||
Non-current portion of capital lease obligations | 57 | $ 0 | |
Non-lease Component of Capital Lease Obligations [Member] | |||
Capital Leased Assets [Line Items] | |||
Payments for non-lease components | $ 98 | ||
[1] | Does not include payments for non-lease components of $98 million. |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Mar. 11, 2016USD ($) | Dec. 31, 2018USD ($)tbtu | Dec. 31, 2017tbtu | Dec. 31, 2015USD ($) |
Commitments and Contingencies [Line Items] | ||||
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries | $ 1,600 | |||
SPL [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 3,464 | 2,214 | ||
CCL [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Energy Units Secured Through Natural Gas Supply Contracts | tbtu | 2,801 | 2,024 | ||
Cheniere LNG Terminals, LLC [Member] | Parallax Enterprises [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Secured notes receivable | $ 46 | |||
Loss Contingency, Damages Sought, Value | $ 400 | |||
Bechtel EPC Contracts [Member] | SPL and CCL | ||||
Commitments and Contingencies [Line Items] | ||||
Contract termination convenience penalty | $ 30 | |||
EPC Contract, Train Five [Member] | SPL [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Amount | 3,100 | |||
EPC Contract, Train Six [Member] | SPL [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Amount | 2,500 | |||
EPC Contract, Stage 1 [Member] | CCL [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Amount | 7,800 | |||
EPC Contract, Stage 2 [Member] | CCL [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Amount | $ 2,400 | |||
Natural Gas Supply Agreements [Member] | SPL and CCL | Maximum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Period | 8 years | |||
Natural Gas Transportation Agreements [Member] | SPL and CCL | Maximum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Period | 20 years | |||
Storage Service Agreements [Member] | SPL [Member] | Maximum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Period | 10 years | |||
Storage Service Agreements [Member] | CCL [Member] | Maximum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Long-term Purchase Commitment, Period | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations Table (Details) - SPL and CCL - Natural Gas Supply, Transportation And Storage Service Agreements [Member] $ in Millions | Dec. 31, 2018USD ($) | [1] |
Long-term Purchase Commitment [Line Items] | ||
2,019 | $ 3,148 | |
2,020 | 1,991 | |
2,021 | 1,452 | |
2,022 | 1,010 | |
2,023 | 818 | |
Thereafter | 3,355 | |
Total | $ 11,774 | |
[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, 2018. |
Customer Concentration - Schedu
Customer Concentration - Schedule of Revenue and Accounts Receivable by Major Customers (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Customer A [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 18.00% | 24.00% | 39.00% |
Customer A [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 21.00% | 28.00% | |
Customer B [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 14.00% | |
Customer B [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 16.00% | |
Customer C [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 19.00% | 14.00% | 0.00% |
Customer C [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 18.00% | 14.00% | |
Customer D [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.00% | ||
Customer D [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | ||
Customer E [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 17.00% | 0.00% | |
Customer E [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Customer F [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 15.00% | ||
Customer G [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 0.00% | |
Customer H [Member] | Total Revenues from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.00% | ||
Customer H [Member] | Accounts Receivable from External Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 0.00% |
Customer Concentration - Sche_2
Customer Concentration - Schedule of Revenue from External Customers by Country (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | $ 2,383 | $ 1,819 | $ 1,543 | $ 2,242 | $ 1,746 | $ 1,403 | $ 1,241 | $ 1,211 | $ 7,987 | $ 5,601 | $ 1,283 |
Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 7,987 | 5,601 | 1,283 | ||||||||
Geographic Concentration Risk [Member] | United States | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 1,911 | 1,592 | 769 | ||||||||
Geographic Concentration Risk [Member] | South Korea | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 1,517 | 762 | 0 | ||||||||
Geographic Concentration Risk [Member] | Ireland | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 1,098 | 787 | 63 | ||||||||
Geographic Concentration Risk [Member] | India | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 1,048 | 48 | 23 | ||||||||
Geographic Concentration Risk [Member] | Japan | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | 193 | 1,246 | 162 | ||||||||
Geographic Concentration Risk [Member] | Other countries | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues from External Customers | $ 2,220 | $ 1,166 | $ 266 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash paid during the period for interest, net of amounts capitalized | $ 707 | $ 305 | $ 66 |
Non-cash investing and financing activities: | |||
Issuance of stock to acquire additional interest in Cheniere Holdings | 8 | 0 | 0 |
Contribution of assets to equity method investee | 0 | 14 | 0 |
Acquisition of assets under capital lease | 60 | 0 | 0 |
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities | 420 | 521 | 395 |
Non-controlling Interest | |||
Non-cash investing and financing activities: | |||
Issuance of stock to acquire additional interest in Cheniere Holdings | $ 702 | $ 2 | $ 94 |
Recent Accounting Standards (De
Recent Accounting Standards (Details) - Accounting Standards Update 2016-02 [Member] - Scenario, Forecast [Member] $ in Millions | Jan. 01, 2019USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Operating Lease, Right-of-Use Asset | $ 550 |
Operating Lease, Liability | $ 550 |
Summarized Quarterly Financia_3
Summarized Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Revenues | $ 2,383 | $ 1,819 | $ 1,543 | $ 2,242 | $ 1,746 | $ 1,403 | $ 1,241 | $ 1,211 | $ 7,987 | $ 5,601 | $ 1,283 | ||||||||
Income from operations | 516 | 425 | 336 | 747 | 441 | 297 | 274 | 376 | 2,024 | 1,388 | (30) | ||||||||
Net income | 223 | 227 | 150 | 600 | 280 | 90 | 21 | 172 | 1,200 | 563 | (665) | ||||||||
Net income (loss) attributable to common stockholders | $ 67 | $ 65 | $ (18) | $ 357 | $ 127 | $ (289) | $ (285) | $ 54 | $ 471 | $ (393) | $ (610) | ||||||||
Net income (loss) per share attributable to common stockholders—basic | $ 0.26 | [1] | $ 0.26 | [1] | $ (0.07) | [1] | $ 1.52 | [1] | $ 1.92 | [2] | $ (1.68) | [2] | $ (2.67) | [2] | |||||
Net income (loss) per share attributable to common stockholders—diluted | $ 0.26 | [1] | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | $ 1.90 | [2] | $ (1.68) | [2] | $ (2.67) | [2] | |||||
Net income (loss) per share attributable to common stockholders—basic and diluted | [1] | $ 0.54 | $ (1.24) | $ (1.23) | $ 0.23 | ||||||||||||||
[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] | Earnings per share in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented. |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Cash and cash equivalents | $ 981 | $ 722 |
Restricted cash | 2,175 | 1,880 |
Other current assets | 114 | 96 |
Property, plant and equipment, net | 27,245 | 23,978 |
Debt issuance and deferred financing costs, net | 72 | 149 |
Investments in affiliates | 94 | 64 |
Total assets | 31,987 | 27,906 |
Current liabilities | 1,742 | 1,251 |
Long-term debt, net | 28,179 | 25,336 |
Stockholders’ deficit | (526) | (1,764) |
Total liabilities and equity | 31,987 | 27,906 |
Parent Company [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Other current assets | 1 | 0 |
Property, plant and equipment, net | 14 | 15 |
Debt issuance and deferred financing costs, net | 21 | 12 |
Investments in affiliates | 883 | (435) |
Total assets | 919 | (408) |
Current liabilities | 9 | 8 |
Long-term debt, net | 1,436 | 1,348 |
Stockholders’ deficit | (526) | (1,764) |
Total liabilities and equity | $ 919 | $ (408) |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant - Condensed Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other income (expense) | |||||||||||
Interest expense, net | $ (875) | $ (747) | $ (488) | ||||||||
Total other income (expense) | (797) | (822) | (633) | ||||||||
Net income (loss) attributable to common stockholders | $ 67 | $ 65 | $ (18) | $ 357 | $ 127 | $ (289) | $ (285) | $ 54 | 471 | (393) | (610) |
Parent Company [Member] | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
General and administrative expense | 8 | 7 | 6 | ||||||||
Other income (expense) | |||||||||||
Interest expense, net | (128) | (118) | (104) | ||||||||
Interest expense, net—affiliates | 0 | 0 | (7) | ||||||||
Interest income—affiliates | 0 | 0 | 24 | ||||||||
Equity income (loss) of affiliates | 607 | (268) | (517) | ||||||||
Total other income (expense) | 479 | (386) | (604) | ||||||||
Net income (loss) attributable to common stockholders | $ 471 | $ (393) | $ (610) |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant - Condensed Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $ 1,990 | $ 1,231 | $ (404) |
Cash flows from investing activities | |||
Net cash provided by (used in) investing activities | (3,654) | (3,381) | (4,413) |
Cash flows from financing activities | |||
Debt issuance and deferred financing costs | (66) | (89) | (172) |
Distribution and dividends to non-controlling interest | (576) | (185) | (80) |
Payments related to tax withholdings for share-based compensation | (20) | (12) | (20) |
Other | (8) | 0 | 0 |
Net cash provided by (used in) financing activities | 2,207 | 2,936 | 4,908 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 543 | 786 | 91 |
Cash, cash equivalents and restricted cash—beginning of period | 2,613 | 1,827 | 1,736 |
Cash, cash equivalents and restricted cash—end of period | 3,156 | 2,613 | 1,827 |
Parent Company [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 48 | (4) | (102) |
Cash flows from investing activities | |||
Investments in affiliates | 568 | 209 | 202 |
Net cash provided by (used in) investing activities | 568 | 209 | 202 |
Cash flows from financing activities | |||
Debt issuance and deferred financing costs | (13) | (15) | 0 |
Distribution and dividends to non-controlling interest | (576) | (185) | (80) |
Payments related to tax withholdings for share-based compensation | (20) | (12) | (20) |
Other | (7) | 0 | 0 |
Net cash provided by (used in) financing activities | (616) | (212) | (100) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | (7) | 0 |
Cash, cash equivalents and restricted cash—beginning of period | 0 | 7 | 7 |
Cash, cash equivalents and restricted cash—end of period | $ 0 | $ 0 | $ 7 |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information of Registrant - Balances per Condensed Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 981 | $ 722 | ||
Restricted cash | 2,175 | 1,880 | ||
Total cash, cash equivalents and restricted cash | 3,156 | 2,613 | $ 1,827 | $ 1,736 |
Parent Company [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 0 | $ 0 | $ 7 | $ 7 |
Schedule I - Condensed Financ_7
Schedule I - Condensed Financial Information of Registrant - Footnotes (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2018 | Oct. 31, 2016 | ||
Condensed Financial Statements, Captions [Line Items] | ||||||
Unamortized premium, discount and debt issuance costs, net | $ (775,000,000) | $ (730,000,000) | ||||
Long-Term Debt, Net | 28,179,000,000 | 25,336,000,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2,019 | 239,000,000 | |||||
2,020 | 0 | |||||
2,021 | 3,218,000,000 | |||||
2,022 | 1,000,000,000 | |||||
2,023 | 1,500,000,000 | |||||
Thereafter | 23,236,000,000 | |||||
Total | 29,193,000,000 | |||||
Accumulated interest payable | 233,000,000 | 397,000,000 | ||||
Supplemental Cash Flow Information [Abstract] | ||||||
Cash paid during the period for interest, net of amounts capitalized | 707,000,000 | 305,000,000 | $ 66,000,000 | |||
Non-cash investing and financing activities: | ||||||
Issuance of stock to acquire additional interest in Cheniere Holdings | 8,000,000 | 0 | 0 | |||
2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | $ 1,218,000,000 | 1,161,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Aggregate principal amount | $ 1,000,000,000 | |||||
2045 Cheniere Convertible Senior Notes [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | $ 625,000,000 | 625,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Aggregate principal amount | $ 625,000,000 | |||||
Cheniere Revolving Credit Facility [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | 0 | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,250,000,000 | $ 750,000,000 | ||||
Parent Company [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Unamortized premium, discount and debt issuance costs, net | (407,000,000) | (438,000,000) | ||||
Long-Term Debt, Net | 1,436,000,000 | 1,348,000,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2,019 | 0 | |||||
2,020 | 0 | |||||
2,021 | 1,218,000,000 | |||||
2,022 | 0 | |||||
2,023 | 0 | |||||
Thereafter | 625,000,000 | |||||
Total | 1,843,000,000 | |||||
Forgiveness of Debt | 151,000,000 | |||||
Guarantor Obligations, Maximum Exposure | 494,000,000 | |||||
Guarantor Obligations, Current Carrying Value | 0 | |||||
Supplemental Cash Flow Information [Abstract] | ||||||
Cash paid during the period for interest, net of amounts capitalized | 32,000,000 | 31,000,000 | 20,000,000 | |||
Non-cash investing and financing activities: | ||||||
Non-cash capital distribution (contributions) | [1] | 607,000,000 | (268,000,000) | (517,000,000) | ||
Non-cash capital contribution from subsidiaries for forgiveness of debt | 0 | 0 | 151,000,000 | |||
Non-cash capital distribution to subsidiaries for forgiveness of debt | 0 | 0 | (868,000,000) | |||
Parent Company [Member] | 2021 Cheniere Convertible Unsecured Notes [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | $ 1,218,000,000 | 1,161,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | |||||
Parent Company [Member] | 2045 Cheniere Convertible Senior Notes [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | $ 625,000,000 | 625,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||||
Parent Company [Member] | Cheniere Revolving Credit Facility [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Long-term Debt, Gross | $ 0 | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,250,000,000 | 750,000,000 | ||||
Parent Company [Member] | Affiliate Note Payable [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Aggregate principal amount | $ 94,000,000 | |||||
Accumulated interest payable | $ 57,000,000 | |||||
Non-controlling Interest | ||||||
Non-cash investing and financing activities: | ||||||
Issuance of stock to acquire additional interest in Cheniere Holdings | $ 702,000,000 | $ 2,000,000 | $ 94,000,000 | |||
[1] | (1)Amounts represent equity income (losses) of affiliates. |