Cheniere Energy Partners, L.P. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Supplemental Guarantor Information

Supplemental Guarantor Information

12 Months Ended

Dec. 31, 2018

Supplemental Guarantor Information [Abstract]

SUPPLEMENTAL GUARANTOR INFORMATION

Our CQP Senior Notes are jointly and severally guaranteed by each of our subsidiaries other than SPL (the “Guarantors”) and, subject to certain conditions governing its guarantee, Sabine Pass LP (collectively with SPL, the “Non-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 for additional information regarding the CQP Senior Notes.

The following is condensed consolidating financial information for Cheniere Partners (“Parent Issuer”), the Guarantors on a combined basis and the Non-Guarantors on a combined basis. The condensed consolidating financial information has been prepared using the same accounting policies as described in Note 3—Summary of Significant Accounting Policies, except for the investments in subsidiaries, which is accounted for using the equity method.

In lieu of Schedule I pursuant to the requirements of Rule 5-04 of Reg S-X, the condensed parent company financial statements are presented below in the Parent Issuer column. The condensed parent only financial statements have been provided in accordance with the rules and regulations of the SEC and should be read in conjunction with Cheniere Partners’ Consolidated Financial Statements. Pursuant to the SEC rules and regulations, the condensed parent company financial statements do not include all of the financial information and notes normally included with financial statements prepared in accordance with GAAP.



Condensed Consolidating Balance Sheet
December 31, 2018
(in millions)

	Parent Issuer		Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	—	$	—	$	—	$	—		$	—
Restricted cash	779		6		756		—			1,541
Accounts and other receivables	1		1		346		—			348
Accounts receivable—affiliate	1		40		113		(40		)	114
Advances to affiliate	—		104		210		(86		)	228
Inventory	—		12		87		—			99
Other current assets	—		2		24		—			26
Other current assets—affiliate	—		—		21		(21		)	—
Total current assets	781		165		1,557		(147		)	2,356

Property, plant and equipment, net	79		2,128		13,209		(26		)	15,390
Debt issuance costs, net	1		—		12		—			13
Non-current derivative assets	—		—		31		—			31
Investments in subsidiaries	2,544		440		—		(2,984		)	—
Other non-current assets, net	—		26		158		—			184
Total assets	$	3,405	$	2,759	$	14,967	$	(3,157	)	$	17,974

LIABILITIES AND PARTNERS’ EQUITY
Current liabilities
Accounts payable	$	—	$	4	$	11	$	—		$	15
Accrued liabilities	39		14		768		—			821
Due to affiliates	—		127		48		(126		)	49
Deferred revenue	—		25		91		—			116
Deferred revenue—affiliate	—		22		—		(21		)	1
Derivative liabilities	—		—		66		—			66
Total current liabilities	39		192		984		(147		)	1,068

Long-term debt, net	2,566		—		13,500		—			16,066
Non-current derivative liabilities	—		—		14		—			14
Other non-current liabilities	—		1		3		—			4
Other non-current liabilities—affiliate	—		22		—		—			22

Partners’ equity	800		2,544		466		(3,010		)	800
Total liabilities and partners’ equity	$	3,405	$	2,759	$	14,967	$	(3,157	)	$	17,974



Condensed Consolidating Balance Sheet
December 31, 2017
(in millions)

	Parent Issuer		Guarantors			Non-Guarantors			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 derivative liabilities	—		—			3			—			3
Other non-current liabilities	—		11			—			—			11
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
Year Ended December 31, 2018
(in millions)

	Parent Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated

Revenues
LNG revenues	$	—		$	—		$	4,827		$	—		$	4,827
LNG revenues—affiliate	—			—			1,299			—			1,299
Regasification revenues	—			261			—			—			261
Regasification revenues—affiliate	—			258			—			(258		)	—
Other revenues	—			39			—			—			39
Other revenues—affiliate	—			247			—			(247		)	—
Total revenues	—			805			6,126			(505		)	6,426

Operating costs and expenses
Cost of sales (excluding depreciation and amortization expense shown separately below)	—			—			3,403			—			3,403
Cost of sales—affiliate	—			—			32			(32		)	—
Operating and maintenance expense	—			67			342			—			409
Operating and maintenance expense—affiliate	—			151			423			(457		)	117
Development expense	—			—			2			—			2
General and administrative expense	4			2			5			—			11
General and administrative expense—affiliate	12			25			50			(14		)	73
Depreciation and amortization expense	2			74			349			(1		)	424
Impairment expense and loss on disposal of assets	—			8			—			—			8
Total operating costs and expenses	18			327			4,606			(504		)	4,447

Income (loss) from operations	(18		)	478			1,520			(1		)	1,979

Other income (expense)
Interest expense, net of capitalized interest	(139		)	(5		)	(589		)	—			(733		)
Loss on modification or extinguishment of debt	(12		)	—			—			—			(12		)
Derivative gain, net	14			—			—			—			14
Equity earnings of subsidiaries	1,416			944			—			(2,360		)	—
Other income	13			—			13			—			26
Total other income (expense)	1,292			939			(576		)	(2,360		)	(705		)

Net income	$	1,274		$	1,417		$	944		$	(2,361	)	$	1,274



Condensed Consolidating Statement of Operations
Year Ended December 31, 2017
(in millions)

	Parent Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated

Revenues
LNG revenues	$	—		$	—		$	2,635		$	—		$	2,635
LNG revenues—affiliate	—			—			1,389			—			1,389
Regasification revenues	—			260			—			—			260
Regasification revenues—affiliate	—			190			—			(190		)	—
Other revenues	—			20			—			—			20
Other revenues—affiliate	—			218			—			(218		)	—
Total revenues	—			688			4,024			(408		)	4,304

Operating costs and expenses
Cost of sales (excluding depreciation and amortization expense shown separately below)	—			1			2,317			2			2,320
Cost of sales—affiliate	—			—			23			(23		)	—
Operating and maintenance expense	4			45			243			—			292
Operating and maintenance expense—affiliate	6			137			329			(372		)	100
Development expense	—			1			2			—			3
General and administrative expense	4			1			7			—			12
General and administrative expense—affiliate	11			15			58			(4		)	80
Depreciation and amortization expense	2			74			264			(1		)	339
Other	—			2			—			—			2
Total operating costs and expenses	27			276			3,243			(398		)	3,148

Income (loss) from operations	(27		)	412			781			(10		)	1,156

Other income (expense)
Interest expense, net of capitalized interest	(111		)	(9		)	(494		)	—			(614		)
Loss on modification or extinguishment of debt	(25		)	—			(42		)	—			(67		)
Derivative gain (loss), net	6			—			(2		)	—			4
Equity earnings of subsidiaries	643			250			—			(893		)	—
Other income	4			—			7			—			11
Total other income (expense)	517			241			(531		)	(893		)	(666		)

Net income	$	490		$	653		$	250		$	(903	)	$	490



Condensed Consolidating Statement of Operations
Year Ended December 31, 2016
(in millions)

	Parent Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated

Revenues
LNG revenues	$	—		$	—		$	539		$	—		$	539
LNG revenues—affiliate	—			—			294			—			294
Regasification revenues	—			259			—			—			259
Regasification revenues—affiliate	—			61			—			(61		)	—
Other revenues	—			4			—			—			4
Other revenues—affiliate	—			163			—			(159		)	4
Total revenues	—			487			833			(220		)	1,100

Operating costs and expenses
Cost of sales (excluding depreciation and amortization expense shown separately below)	—			—			416			(6		)	410
Cost of sales—affiliate	—			—			7			(5		)	2
Operating and maintenance expense	5			48			72			2			127
Operating and maintenance expense—affiliate	—			113			129			(190		)	52
Development expense—affiliate	—			—			1			(1		)	—
General and administrative expense	4			2			7			—			13
General and administrative expense—affiliate	12			15			68			(5		)	90
Depreciation and amortization expense	1			72			83			—			156
Total operating costs and expenses	22			250			783			(205		)	850

Income (loss) from operations	(22		)	237			50			(15		)	250

Other income (expense)
Interest expense, net of capitalized interest	(23		)	(148		)	(186		)	—			(357		)
Loss on modification or extinguishment of debt	—			(20		)	(52		)	—			(72		)
Derivative gain (loss), net	12			—			(6		)	—			6
Equity losses of subsidiaries	(138		)	(193		)	—			331			—
Other income	—			1			1			—			2
Total other expense	(149		)	(360		)	(243		)	331			(421		)

Net loss	$	(171	)	$	(123	)	$	(193	)	$	316		$	(171	)



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2018
(in millions)

	Parent Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by operating activities	$	714		$	569		$	1,423		$	(832	)	$	1,874

Cash flows from investing activities
Property, plant and equipment, net	—			(34		)	(771		)	1			(804		)
Investments in subsidiaries	(304		)	(129		)	—			433			—
Distributions received from affiliates, net	454			537			—			(991		)	—
Net cash provided by (used in) investing activities	150			374			(771		)	(557		)	(804		)

Cash flows from financing activities
Proceeds from issuances of debt	1,100			—			—			—			1,100
Repayments of debt	(1,090		)	—			—			—			(1,090		)
Debt issuance and deferred financing costs	(8		)	—			—			—			(8		)
Debt extinguishment costs	(7		)	—			—			—			(7		)
Distributions to parent	—			(1,253		)	(569		)	1,822			—
Contributions from parent	—			304			129			(433		)	—
Distributions to owners	(1,113		)	—			—			—			(1,113		)
Net cash used in financing activities	(1,118		)	(949		)	(440		)	1,389			(1,118		)

Net increase (decrease) in cash, cash equivalents and restricted cash	(254		)	(6		)	212			—			(48		)
Cash, cash equivalents and restricted cash—beginning of period	1,033			12			544			—			1,589
Cash, cash equivalents and restricted cash—end of period	$	779		$	6		$	756		$	—		$	1,541

Balances per Condensed Consolidating Balance Sheet:



	December 31, 2018
	Parent Issuer		Guarantors		Non-Guarantors		Eliminations		Consolidated
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	—
Restricted cash	779		6		756		—		1,541
Total cash, cash equivalents and restricted cash	$	779	$	6	$	756	$	—	$	1,541



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2017
(in millions)

	Parent Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(101	)	$	431		$	657		$	(10	)	$	977

Cash flows from investing activities
Property, plant and equipment, net	—			(21		)	(1,279		)	10			(1,290		)
Investments in subsidiaries	(245		)	(7		)	—			252			—
Distributions received from affiliates, net	1,431			782			—			(2,213		)	—
Net cash provided by (used in) investing activities	1,186			754			(1,279		)	(1,951		)	(1,290		)

Cash flows from financing activities
Proceeds from issuances of debt	1,500			—			2,314			—			3,814
Repayments of debt	(1,470		)	—			(703		)	—			(2,173		)
Debt issuance and deferred financing costs	(22		)	—			(28		)	—			(50		)
Distributions to parent	—			(1,431		)	(782		)	2,213			—
Contributions from parent	—			245			7			(252		)	—
Distributions to owners	(294		)	—			—			—			(294		)
Net cash provided by (used in) financing activities	(286		)	(1,186		)	808			1,961			1,297

Net increase (decrease) in cash, cash equivalents and restricted cash	799			(1		)	186			—			984
Cash, cash equivalents and restricted cash—beginning of period	234			13			358			—			605
Cash, cash equivalents and restricted cash—end of period	$	1,033		$	12		$	544		$	—		$	1,589

Balances per Condensed Consolidating Balance Sheet:



	December 31, 2017
	Parent Issuer		Guarantors		Non-Guarantors		Eliminations		Consolidated
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	—
Restricted cash	1,033		12		544		—		1,589
Total cash, cash equivalents and restricted cash	$	1,033	$	12	$	544	$	—	$	1,589



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2016
(in millions)

	Parent Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(53	)	$	181		$	(130	)	$	2		$	—

Cash flows from investing activities
Property, plant and equipment, net	—			(7		)	(2,306		)	(2		)	(2,315		)
Investments in subsidiaries	(2,429		)	(1		)	—			2,430			—
Distributions received from affiliates, net	218			—			—			(218		)	—
Other	—			(6		)	(32		)	—			(38		)
Net cash used in investing activities	(2,211		)	(14		)	(2,338		)	2,210			(2,353		)

Cash flows from financing activities
Proceeds from issuances of debt	2,560			—			5,443			—			8,003
Repayments of debt	—			(2,486		)	(2,765		)	—			(5,251		)
Debt issuance and deferred financing costs	(73		)	—			(42		)	—			(115		)
Debt extinguishment costs	—			(14		)	—			—			(14		)
Distributions to parent	—			(218		)	—			218			—
Contributions from parent	—			2,429			1			(2,430		)	—
Distributions to owners	(99		)	—			—			—			(99		)
Net cash provided by (used in) financing activities	2,388			(289		)	2,637			(2,212		)	2,524

Net increase (decrease) in cash, cash equivalents and restricted cash	124			(122		)	169			—			171
Cash, cash equivalents and restricted cash—beginning of period	110			135			189			—			434
Cash, cash equivalents and restricted cash—end of period	$	234		$	13		$	358		$	—		$	605