Debt (Tables)
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12 Months Ended |
Dec. 31, 2018 |
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| Debt Disclosure [Abstract] |
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| Schedule of Debt Instruments |
As of December 31, 2018 and 2017, our debt consisted of the following (in millions):
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December 31, |
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2018 |
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2017 |
Long-term debt: |
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SPL |
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5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”) |
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$ |
2,000 |
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$ |
2,000 |
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6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) |
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1,000 |
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|
1,000 |
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5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”) |
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1,500 |
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1,500 |
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5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) |
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2,000 |
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2,000 |
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5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) |
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2,000 |
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2,000 |
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5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) |
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1,500 |
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1,500 |
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5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) |
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1,500 |
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1,500 |
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4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”) |
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1,350 |
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1,350 |
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5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) |
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800 |
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|
800 |
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Cheniere Partners |
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5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”) |
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1,500 |
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1,500 |
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5.625% Senior Notes due 2026 (“2026 CQP Senior Notes”) |
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1,100 |
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— |
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CQP Credit Facilities |
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— |
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1,090 |
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CCH |
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7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) |
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1,250 |
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1,250 |
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5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) |
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1,500 |
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1,500 |
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5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) |
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1,500 |
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1,500 |
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CCH Credit Facility |
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5,156 |
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2,485 |
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CCH HoldCo II |
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11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”) |
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1,455 |
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1,305 |
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Cheniere |
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4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) |
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1,218 |
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1,161 |
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4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”) |
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625 |
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625 |
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$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”) |
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— |
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— |
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Unamortized premium, discount and debt issuance costs, net |
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(775 |
) |
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(730 |
) |
Total long-term debt, net |
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28,179 |
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25,336 |
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Current debt: |
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$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) |
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— |
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— |
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$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) |
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168 |
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— |
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Cheniere Marketing trade finance facilities |
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71 |
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— |
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Total current debt |
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239 |
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— |
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Total debt, net |
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$ |
28,418 |
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$ |
25,336 |
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| 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):
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Years Ending December 31, |
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Principal Payments |
2019 |
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$ |
239 |
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2020 |
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— |
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2021 |
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3,218 |
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2022 |
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1,000 |
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2023 |
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1,500 |
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Thereafter |
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23,236 |
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Total |
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$ |
29,193 |
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| Schedule of Line of Credit Facilities |
Below is a summary of our credit facilities outstanding as of December 31, 2018 (in millions):
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SPL Working Capital Facility |
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CQP Credit Facilities |
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CCH Credit Facility |
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CCH Working Capital Facility |
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Cheniere Revolving Credit Facility |
Original facility size |
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$ |
1,200 |
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$ |
2,800 |
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$ |
8,404 |
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$ |
350 |
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$ |
750 |
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Incremental commitments |
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— |
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— |
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1,566 |
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|
850 |
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|
500 |
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Less: |
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Outstanding balance |
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— |
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— |
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5,156 |
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168 |
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— |
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Commitments prepaid or terminated |
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— |
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2,685 |
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3,832 |
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— |
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— |
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Letters of credit issued |
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425 |
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— |
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— |
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316 |
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— |
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Available commitment |
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$ |
775 |
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$ |
115 |
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$ |
982 |
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$ |
716 |
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$ |
1,250 |
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Interest rate |
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LIBOR plus 1.75% or base rate plus 0.75% |
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2.25% of the undrawn portion with a 0.50% step-up beginning on February 25, 2019 |
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LIBOR plus 1.75% or base rate plus 0.75% |
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LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75% |
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LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50% |
Maturity date |
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December 31, 2020, with various terms for underlying loans |
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February 25, 2020 |
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June 30, 2024 |
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June 29, 2023 |
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December 13, 2022 |
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| Schedule of Convertible Debt |
Below is a summary of our convertible notes outstanding as of December 31, 2018 (in millions):
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2021 Cheniere Convertible Unsecured Notes |
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2025 CCH HoldCo II Convertible Senior Notes |
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2045 Cheniere Convertible Senior Notes |
Aggregate original principal |
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$ |
1,000 |
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$ |
1,000 |
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$ |
625 |
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Debt component, net of discount and debt issuance costs |
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$ |
1,126 |
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$ |
1,432 |
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$ |
310 |
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Equity component |
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$ |
209 |
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$ |
— |
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$ |
194 |
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Maturity date |
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May 28, 2021 |
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May 13, 2025 |
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March 15, 2045 |
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Contractual interest rate |
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4.875 |
% |
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11.0 |
% |
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4.25 |
% |
Effective interest rate (1) |
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8.4 |
% |
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11.9 |
% |
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9.4 |
% |
Remaining debt discount and debt issuance costs amortization period (2) |
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2.4 years |
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1.8 years |
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26.2 years |
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(1) |
Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period. |
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(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.
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| Schedule of Interest Expense |
Total interest expense, including interest expense related to our convertible notes, consisted of the following (in millions):
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Year Ended December 31, |
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2018 |
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2017 |
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2016 |
Interest cost on convertible notes: |
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Interest per contractual rate |
$ |
237 |
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$ |
219 |
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$ |
202 |
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Amortization of debt discount |
35 |
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29 |
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31 |
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Amortization of debt issuance costs |
9 |
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7 |
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5 |
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Total interest cost related to convertible notes |
281 |
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255 |
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238 |
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Interest cost on capital lease |
1 |
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— |
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— |
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Interest cost on debt excluding capital lease and convertible notes |
1,396 |
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1,271 |
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1,063 |
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Total interest cost |
1,678 |
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1,526 |
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1,301 |
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Capitalized interest |
(803 |
) |
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(779 |
) |
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(813 |
) |
Total interest expense, net |
$ |
875 |
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$ |
747 |
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$ |
488 |
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| 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):
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December 31, 2018 |
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December 31, 2017 |
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Carrying
Amount |
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Estimated
Fair Value |
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Carrying
Amount |
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Estimated
Fair Value |
Senior notes (1) |
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$ |
19,466 |
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$ |
19,901 |
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$ |
18,350 |
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$ |
20,075 |
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2037 SPL Senior Notes (2) |
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791 |
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817 |
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790 |
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871 |
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Credit facilities (3) |
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5,294 |
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5,294 |
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3,574 |
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3,574 |
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2021 Cheniere Convertible Unsecured Notes (2) |
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1,126 |
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1,236 |
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1,040 |
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1,136 |
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2025 CCH HoldCo II Convertible Senior Notes (2) |
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1,432 |
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1,612 |
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1,273 |
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1,535 |
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2045 Cheniere Convertible Senior Notes (4) |
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310 |
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431 |
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309 |
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|
447 |
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(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.
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(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. |
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(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.
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(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. |
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