Annual report pursuant to Section 13 and 15(d)

Debt (Tables)

v3.10.0.1
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
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
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.