| Supplemental Guarantor Information |
SUPPLEMENTAL GUARANTOR INFORMATION
Our 2025 CQP Senior Notes are jointly and severally guaranteed by each of our subsidiaries other than SPL and, subject to certain conditions governing the release of its guarantee, Sabine Pass LNG-LP, LLC (the “CQP Guarantors”). These guarantees are full and unconditional, subject to certain customary release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of the Guarantors, (2) upon the liquidation or dissolution of a Guarantor, (3) following the release of a Guarantor from its guarantee obligations and (4) upon the legal defeasance or satisfaction and discharge of obligations under the CQP Indenture. See Note 11—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017 for additional information regarding the 2025 CQP Senior Notes.
The following is condensed consolidating financial information for CQP (“Parent Issuer”), the CQP Guarantors on a combined basis and SPL (“Non-Guarantor”). We have accounted for investments in subsidiaries using the equity method.
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Condensed Consolidating Balance Sheet |
March 31, 2018 |
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash |
903 |
|
|
13 |
|
|
561 |
|
|
— |
|
|
1,477 |
|
Accounts and other receivables |
1 |
|
|
1 |
|
|
238 |
|
|
— |
|
|
240 |
|
Accounts receivable—affiliate |
— |
|
|
26 |
|
|
114 |
|
|
(26 |
) |
|
114 |
|
Advances to affiliate |
— |
|
|
76 |
|
|
91 |
|
|
(70 |
) |
|
97 |
|
Inventory |
— |
|
|
11 |
|
|
72 |
|
|
— |
|
|
83 |
|
Other current assets |
13 |
|
|
3 |
|
|
38 |
|
|
— |
|
|
54 |
|
Other current assets—affiliate |
— |
|
|
— |
|
|
22 |
|
|
(22 |
) |
|
— |
|
Total current assets |
917 |
|
|
130 |
|
|
1,136 |
|
|
(118 |
) |
|
2,065 |
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
79 |
|
|
2,157 |
|
|
12,933 |
|
|
(24 |
) |
|
15,145 |
|
Debt issuance costs, net |
18 |
|
|
— |
|
|
16 |
|
|
— |
|
|
34 |
|
Non-current derivative assets |
15 |
|
|
— |
|
|
9 |
|
|
— |
|
|
24 |
|
Investments in subsidiaries |
2,308 |
|
|
180 |
|
|
— |
|
|
(2,488 |
) |
|
— |
|
Other non-current assets, net |
— |
|
|
38 |
|
|
159 |
|
|
— |
|
|
197 |
|
Total assets |
$ |
3,337 |
|
|
$ |
2,505 |
|
|
$ |
14,253 |
|
|
$ |
(2,630 |
) |
|
$ |
17,465 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS’ EQUITY |
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|
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|
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Current liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
— |
|
|
$ |
4 |
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
11 |
|
Accrued liabilities |
43 |
|
|
15 |
|
|
451 |
|
|
— |
|
|
509 |
|
Due to affiliates |
— |
|
|
94 |
|
|
32 |
|
|
(96 |
) |
|
30 |
|
Deferred revenue |
— |
|
|
26 |
|
|
69 |
|
|
— |
|
|
95 |
|
Deferred revenue—affiliate |
— |
|
|
22 |
|
|
— |
|
|
(22 |
) |
|
— |
|
Derivative liabilities |
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
Total current liabilities |
43 |
|
|
161 |
|
|
563 |
|
|
(118 |
) |
|
649 |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net |
2,569 |
|
|
— |
|
|
13,483 |
|
|
— |
|
|
16,052 |
|
Non-current derivative liabilities |
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
Other non-current liabilities |
— |
|
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
Other non-current liabilities—affiliate |
— |
|
|
25 |
|
|
— |
|
|
— |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
Partners’ equity |
725 |
|
|
2,308 |
|
|
204 |
|
|
(2,512 |
) |
|
725 |
|
Total liabilities and partners’ equity |
$ |
3,337 |
|
|
$ |
2,505 |
|
|
$ |
14,253 |
|
|
$ |
(2,630 |
) |
|
$ |
17,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet |
December 31, 2017 |
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash |
1,033 |
|
|
12 |
|
|
544 |
|
|
— |
|
|
1,589 |
|
Accounts and other receivables |
— |
|
|
2 |
|
|
189 |
|
|
— |
|
|
191 |
|
Accounts receivable—affiliate |
— |
|
|
36 |
|
|
163 |
|
|
(36 |
) |
|
163 |
|
Advances to affiliate |
— |
|
|
20 |
|
|
26 |
|
|
(10 |
) |
|
36 |
|
Inventory |
— |
|
|
10 |
|
|
85 |
|
|
— |
|
|
95 |
|
Other current assets |
8 |
|
|
3 |
|
|
54 |
|
|
— |
|
|
65 |
|
Other current assets—affiliate |
— |
|
|
— |
|
|
21 |
|
|
(21 |
) |
|
— |
|
Total current assets |
1,041 |
|
|
83 |
|
|
1,082 |
|
|
(67 |
) |
|
2,139 |
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
80 |
|
|
2,164 |
|
|
12,920 |
|
|
(25 |
) |
|
15,139 |
|
Debt issuance costs, net |
20 |
|
|
— |
|
|
18 |
|
|
— |
|
|
38 |
|
Non-current derivative assets |
14 |
|
|
— |
|
|
17 |
|
|
— |
|
|
31 |
|
Investments in subsidiaries |
2,076 |
|
|
(63 |
) |
|
— |
|
|
(2,013 |
) |
|
— |
|
Other non-current assets, net |
— |
|
|
37 |
|
|
169 |
|
|
— |
|
|
206 |
|
Total assets |
$ |
3,231 |
|
|
$ |
2,221 |
|
|
$ |
14,206 |
|
|
$ |
(2,105 |
) |
|
$ |
17,553 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS’ EQUITY |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
— |
|
|
$ |
4 |
|
|
$ |
8 |
|
|
$ |
— |
|
|
$ |
12 |
|
Accrued liabilities |
23 |
|
|
8 |
|
|
606 |
|
|
— |
|
|
637 |
|
Due to affiliates |
— |
|
|
47 |
|
|
66 |
|
|
(45 |
) |
|
68 |
|
Deferred revenue |
— |
|
|
27 |
|
|
84 |
|
|
— |
|
|
111 |
|
Deferred revenue—affiliate |
— |
|
|
22 |
|
|
— |
|
|
(21 |
) |
|
1 |
|
Other current liabilities—affiliate |
— |
|
|
1 |
|
|
— |
|
|
(1 |
) |
|
— |
|
Total current liabilities |
23 |
|
|
109 |
|
|
764 |
|
|
(67 |
) |
|
829 |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net |
2,569 |
|
|
— |
|
|
13,477 |
|
|
— |
|
|
16,046 |
|
Non-current deferred revenue |
— |
|
|
1 |
|
|
— |
|
|
— |
|
|
1 |
|
Non-current derivative liabilities |
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
Other non-current liabilities |
— |
|
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Other non-current liabilities—affiliate |
— |
|
|
25 |
|
|
— |
|
|
— |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
Partners’ equity (deficit) |
639 |
|
|
2,076 |
|
|
(38 |
) |
|
(2,038 |
) |
|
639 |
|
Total liabilities and partners’ equity (deficit) |
$ |
3,231 |
|
|
$ |
2,221 |
|
|
$ |
14,206 |
|
|
$ |
(2,105 |
) |
|
$ |
17,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations |
Three Months Ended March 31, 2018 |
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
LNG revenues |
$ |
— |
|
|
$ |
— |
|
|
$ |
1,015 |
|
|
$ |
— |
|
|
$ |
1,015 |
|
LNG revenues—affiliate |
— |
|
|
— |
|
|
503 |
|
|
— |
|
|
503 |
|
Regasification revenues |
— |
|
|
65 |
|
|
— |
|
|
— |
|
|
65 |
|
Regasification revenues—affiliate |
— |
|
|
64 |
|
|
— |
|
|
(64 |
) |
|
— |
|
Other revenues |
— |
|
|
10 |
|
|
— |
|
|
— |
|
|
10 |
|
Other revenues—affiliate |
— |
|
|
55 |
|
|
— |
|
|
(55 |
) |
|
— |
|
Total revenues |
— |
|
|
194 |
|
|
1,518 |
|
|
(119 |
) |
|
1,593 |
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
Cost of sales (excluding depreciation and amortization expense shown separately below) |
— |
|
|
— |
|
|
838 |
|
|
(1 |
) |
|
837 |
|
Cost of sales—affiliate |
— |
|
|
— |
|
|
8 |
|
|
(8 |
) |
|
— |
|
Operating and maintenance expense |
— |
|
|
17 |
|
|
78 |
|
|
— |
|
|
95 |
|
Operating and maintenance expense—affiliate |
— |
|
|
32 |
|
|
103 |
|
|
(109 |
) |
|
26 |
|
General and administrative expense |
1 |
|
|
1 |
|
|
2 |
|
|
— |
|
|
4 |
|
General and administrative expense—affiliate |
3 |
|
|
4 |
|
|
12 |
|
|
(1 |
) |
|
18 |
|
Depreciation and amortization expense |
1 |
|
|
18 |
|
|
86 |
|
|
— |
|
|
105 |
|
Total operating costs and expenses |
5 |
|
|
72 |
|
|
1,127 |
|
|
(119 |
) |
|
1,085 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
(5 |
) |
|
122 |
|
|
391 |
|
|
— |
|
|
508 |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
Interest expense, net of capitalized interest |
(34 |
) |
|
— |
|
|
(151 |
) |
|
— |
|
|
(185 |
) |
Derivative gain, net |
8 |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
Equity earnings of subsidiaries |
363 |
|
|
242 |
|
|
— |
|
|
(605 |
) |
|
— |
|
Other income (expense) |
3 |
|
|
(1 |
) |
|
2 |
|
|
— |
|
|
4 |
|
Total other income (expense) |
340 |
|
|
241 |
|
|
(149 |
) |
|
(605 |
) |
|
(173 |
) |
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
335 |
|
|
$ |
363 |
|
|
$ |
242 |
|
|
$ |
(605 |
) |
|
$ |
335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations |
Three Months Ended March 31, 2017 |
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
LNG revenues |
$ |
— |
|
|
$ |
— |
|
|
$ |
492 |
|
|
$ |
— |
|
|
$ |
492 |
|
LNG revenues—affiliate |
— |
|
|
— |
|
|
331 |
|
|
— |
|
|
331 |
|
Regasification revenues |
— |
|
|
65 |
|
|
— |
|
|
— |
|
|
65 |
|
Regasification revenues—affiliate |
— |
|
|
33 |
|
|
— |
|
|
(33 |
) |
|
— |
|
Other revenues |
— |
|
|
2 |
|
|
— |
|
|
— |
|
|
2 |
|
Other revenues—affiliate |
— |
|
|
51 |
|
|
— |
|
|
(50 |
) |
|
1 |
|
Total revenues |
— |
|
|
151 |
|
|
823 |
|
|
(83 |
) |
|
891 |
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
Cost of sales (excluding depreciation and amortization expense shown separately below) |
— |
|
|
— |
|
|
510 |
|
|
3 |
|
|
513 |
|
Cost of sales—affiliate |
— |
|
|
— |
|
|
4 |
|
|
(4 |
) |
|
— |
|
Operating and maintenance expense |
1 |
|
|
10 |
|
|
39 |
|
|
— |
|
|
50 |
|
Operating and maintenance expense—affiliate |
— |
|
|
34 |
|
|
59 |
|
|
(75 |
) |
|
18 |
|
General and administrative expense |
1 |
|
|
— |
|
|
2 |
|
|
— |
|
|
3 |
|
General and administrative expense—affiliate |
3 |
|
|
3 |
|
|
17 |
|
|
(1 |
) |
|
22 |
|
Depreciation and amortization expense |
— |
|
|
19 |
|
|
47 |
|
|
— |
|
|
66 |
|
Total operating costs and expenses |
5 |
|
|
66 |
|
|
678 |
|
|
(77 |
) |
|
672 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
(5 |
) |
|
85 |
|
|
145 |
|
|
(6 |
) |
|
219 |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
Interest expense, net of capitalized interest |
(25 |
) |
|
— |
|
|
(105 |
) |
|
— |
|
|
(130 |
) |
Loss on early extinguishment of debt |
— |
|
|
— |
|
|
(42 |
) |
|
— |
|
|
(42 |
) |
Derivative gain (loss), net |
2 |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
— |
|
Equity earnings (losses) of subsidiaries |
75 |
|
|
(4 |
) |
|
— |
|
|
(71 |
) |
|
— |
|
Total other income (expense) |
52 |
|
|
(4 |
) |
|
(149 |
) |
|
(71 |
) |
|
(172 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
47 |
|
|
$ |
81 |
|
|
$ |
(4 |
) |
|
$ |
(77 |
) |
|
$ |
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows |
Three Months Ended March 31, 2018 |
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Cash flows provided by (used in) operating activities |
$ |
(10 |
) |
|
$ |
135 |
|
|
$ |
206 |
|
|
$ |
— |
|
|
$ |
331 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
— |
|
|
(5 |
) |
|
(189 |
) |
|
— |
|
|
(194 |
) |
Investments in subsidiaries |
(38 |
) |
|
— |
|
|
— |
|
|
38 |
|
|
— |
|
Distributions received from affiliates, net |
167 |
|
|
— |
|
|
— |
|
|
(167 |
) |
|
— |
|
Net cash provided by (used in) investing activities |
129 |
|
|
(5 |
) |
|
(189 |
) |
|
(129 |
) |
|
(194 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Distributions to parent |
— |
|
|
(167 |
) |
|
— |
|
|
167 |
|
|
— |
|
Contributions from parent |
— |
|
|
38 |
|
|
— |
|
|
(38 |
) |
|
— |
|
Distributions to owners |
(249 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(249 |
) |
Net cash used in financing activities |
(249 |
) |
|
(129 |
) |
|
— |
|
|
129 |
|
|
(249 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
(130 |
) |
|
1 |
|
|
17 |
|
|
— |
|
|
(112 |
) |
Cash, cash equivalents and restricted cash—beginning of period |
1,033 |
|
|
12 |
|
|
544 |
|
|
— |
|
|
1,589 |
|
Cash, cash equivalents and restricted cash—end of period |
$ |
903 |
|
|
$ |
13 |
|
|
$ |
561 |
|
|
$ |
— |
|
|
$ |
1,477 |
|
Balances per Condensed Consolidating Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018 |
|
Parent Issuer |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Cash and cash equivalents |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash |
903 |
|
|
13 |
|
|
561 |
|
|
— |
|
|
1,477 |
|
Total cash, cash equivalents and restricted cash |
$ |
903 |
|
|
$ |
13 |
|
|
$ |
561 |
|
|
$ |
— |
|
|
$ |
1,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows |
Three Months Ended March 31, 2017 |
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
Parent Issuer |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Cash flows provided by (used in) operating activities |
$ |
(29 |
) |
|
$ |
32 |
|
|
$ |
116 |
|
|
$ |
(4 |
) |
|
$ |
115 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
— |
|
|
— |
|
|
(528 |
) |
|
4 |
|
|
(524 |
) |
Investments in subsidiaries |
(127 |
) |
|
— |
|
|
— |
|
|
127 |
|
|
— |
|
Distributions received from affiliates, net |
159 |
|
|
— |
|
|
— |
|
|
(159 |
) |
|
— |
|
Net cash provided by (used in) investing activities |
32 |
|
|
— |
|
|
(528 |
) |
|
(28 |
) |
|
(524 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt |
— |
|
|
— |
|
|
2,314 |
|
|
— |
|
|
2,314 |
|
Repayments of debt |
— |
|
|
— |
|
|
(703 |
) |
|
— |
|
|
(703 |
) |
Debt issuance and deferred financing costs |
— |
|
|
— |
|
|
(26 |
) |
|
— |
|
|
(26 |
) |
Distributions to parent |
— |
|
|
(159 |
) |
|
— |
|
|
159 |
|
|
— |
|
Contributions from parent |
— |
|
|
127 |
|
|
— |
|
|
(127 |
) |
|
— |
|
Distributions to owners |
(25 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(25 |
) |
Net cash provided by (used in) financing activities |
(25 |
) |
|
(32 |
) |
|
1,585 |
|
|
32 |
|
|
1,560 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
(22 |
) |
|
— |
|
|
1,173 |
|
|
— |
|
|
1,151 |
|
Cash, cash equivalents and restricted cash—beginning of period |
234 |
|
|
13 |
|
|
358 |
|
|
— |
|
|
605 |
|
Cash, cash equivalents and restricted cash—end of period |
$ |
212 |
|
|
$ |
13 |
|
|
$ |
1,531 |
|
|
$ |
— |
|
|
$ |
1,756 |
|
|