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CHENIERE ENERGY PARTNERS, L.P.
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Delaware
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001-33366
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20-5913059
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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700 Milam Street
Suite 1900 Houston, Texas |
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(713) 375-5000
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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23.1*
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99.1*
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith.
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CHENIERE ENERGY PARTNERS, L.P.
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By:
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Cheniere Energy Partners GP, LLC,
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its general partner
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Date:
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June 15, 2018
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By:
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/s/ Michael J. Wortley
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Name:
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Michael J. Wortley
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Title:
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Executive Vice President and
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Chief Financial Officer
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
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December 31,
|
||||||
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2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
1,589
|
|
|
605
|
|
||
Accounts and other receivables
|
|
191
|
|
|
90
|
|
||
Accounts receivable—affiliate
|
|
163
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|
|
99
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||
Advances to affiliate
|
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36
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38
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||
Inventory
|
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95
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97
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||
Other current assets
|
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65
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29
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||
Total current assets
|
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2,139
|
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958
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||
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|
||||
Property, plant and equipment, net
|
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15,139
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14,158
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Debt issuance costs, net
|
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38
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|
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121
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||
Non-current derivative assets
|
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31
|
|
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83
|
|
||
Other non-current assets, net
|
|
206
|
|
|
222
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|
||
Total assets
|
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$
|
17,553
|
|
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$
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15,542
|
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|
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|
||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
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|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
12
|
|
|
$
|
27
|
|
Accrued liabilities
|
|
637
|
|
|
418
|
|
||
Current debt
|
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—
|
|
|
224
|
|
||
Due to affiliates
|
|
68
|
|
|
99
|
|
||
Deferred revenue
|
|
111
|
|
|
73
|
|
||
Deferred revenue—affiliate
|
|
1
|
|
|
1
|
|
||
Derivative liabilities
|
|
—
|
|
|
14
|
|
||
Total current liabilities
|
|
829
|
|
|
856
|
|
||
|
|
|
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|
||||
Long-term debt, net
|
|
16,046
|
|
|
14,209
|
|
||
Non-current deferred revenue
|
|
1
|
|
|
5
|
|
||
Non-current derivative liabilities
|
|
3
|
|
|
2
|
|
||
Other non-current liabilities
|
|
10
|
|
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—
|
|
||
Other non-current liabilities—affiliate
|
|
25
|
|
|
27
|
|
||
|
|
|
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|
||||
Commitments and contingencies (see Note 16)
|
|
|
|
|
||||
|
|
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|
||||
Partners’ equity
|
|
|
|
|
||||
Common unitholders’ interest (348.6 million units and 57.1 million units issued and outstanding at December 31, 2017 and 2016, respectively)
|
|
1,670
|
|
|
130
|
|
||
Class B unitholders’ interest (zero and 145.3 million units issued and outstanding at December 31, 2017 and 2016, respectively)
|
|
—
|
|
|
62
|
|
||
Subordinated unitholders’ interest (135.4 million units issued and outstanding at December 31, 2017 and 2016)
|
|
(1,043
|
)
|
|
240
|
|
||
General partner’s interest (2% interest with 9.9 million units and 6.9 million units issued and outstanding at December 31, 2017 and 2016, respectively)
|
|
12
|
|
|
11
|
|
||
Total partners’ equity
|
|
639
|
|
|
443
|
|
||
Total liabilities and partners’ equity
|
|
$
|
17,553
|
|
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$
|
15,542
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
LNG revenues
|
$
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2,635
|
|
|
$
|
539
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
1,389
|
|
|
294
|
|
|
—
|
|
|||
Regasification revenues
|
260
|
|
|
259
|
|
|
259
|
|
|||
Other revenues
|
20
|
|
|
4
|
|
|
7
|
|
|||
Other revenues—affiliate
|
—
|
|
|
4
|
|
|
4
|
|
|||
Total revenues
|
4,304
|
|
|
1,100
|
|
|
270
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)
|
2,320
|
|
|
410
|
|
|
(31
|
)
|
|||
Cost of sales—affiliate
|
—
|
|
|
2
|
|
|
—
|
|
|||
Operating and maintenance expense
|
292
|
|
|
127
|
|
|
62
|
|
|||
Operating and maintenance expense—affiliate
|
100
|
|
|
52
|
|
|
29
|
|
|||
Development expense
|
3
|
|
|
—
|
|
|
3
|
|
|||
Development expense—affiliate
|
—
|
|
|
—
|
|
|
1
|
|
|||
General and administrative expense
|
12
|
|
|
13
|
|
|
15
|
|
|||
General and administrative expense—affiliate
|
80
|
|
|
90
|
|
|
122
|
|
|||
Depreciation and amortization expense
|
339
|
|
|
156
|
|
|
66
|
|
|||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
3,148
|
|
|
850
|
|
|
267
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
1,156
|
|
|
250
|
|
|
3
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(614
|
)
|
|
(357
|
)
|
|
(185
|
)
|
|||
Loss on early extinguishment of debt
|
(67
|
)
|
|
(72
|
)
|
|
(96
|
)
|
|||
Derivative gain (loss), net
|
4
|
|
|
6
|
|
|
(42
|
)
|
|||
Other income
|
11
|
|
|
2
|
|
|
1
|
|
|||
Total other expense
|
(666
|
)
|
|
(421
|
)
|
|
(322
|
)
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
490
|
|
|
$
|
(171
|
)
|
|
$
|
(319
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per common unit
|
$
|
(1.32
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding used for basic and diluted net loss per common unit calculation
|
178.5
|
|
|
57.1
|
|
|
57.1
|
|
|
Common Unitholders’ Interest
|
|
Class B Unitholders’ Interest
|
|
Subordinated Unitholder’s Interest
|
|
General Partner’s Interest
|
|
Total Partners’ Equity
|
||||||||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||||
Balance at December 31, 2014
|
57.1
|
|
|
$
|
496
|
|
|
145.3
|
|
|
$
|
(38
|
)
|
|
135.4
|
|
|
$
|
648
|
|
|
6.9
|
|
|
$
|
25
|
|
|
$
|
1,131
|
|
Net loss
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
(6
|
)
|
|
(319
|
)
|
|||||
Distributions
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(99
|
)
|
|||||
Amortization of beneficial conversion feature of Class B units
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2015
|
57.1
|
|
|
306
|
|
|
145.3
|
|
|
(37
|
)
|
|
135.4
|
|
|
427
|
|
|
6.9
|
|
|
17
|
|
|
713
|
|
|||||
Net loss
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
(4
|
)
|
|
(171
|
)
|
|||||
Distributions
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(99
|
)
|
|||||
Amortization of beneficial conversion feature of Class B units
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
99
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2016
|
57.1
|
|
|
130
|
|
|
145.3
|
|
|
62
|
|
|
135.4
|
|
|
240
|
|
|
6.9
|
|
|
11
|
|
|
443
|
|
|||||
Net income
|
—
|
|
|
294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
10
|
|
|
490
|
|
|||||
Distributions
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(9
|
)
|
|
(294
|
)
|
|||||
Conversion of Class B units into common units
|
291.5
|
|
|
2,066
|
|
|
(145.3
|
)
|
|
(2,066
|
)
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of beneficial conversion feature of Class B units
|
—
|
|
|
(594
|
)
|
|
—
|
|
|
2,004
|
|
|
—
|
|
|
(1,410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2017
|
348.6
|
|
|
$
|
1,670
|
|
|
—
|
|
|
$
|
—
|
|
|
135.4
|
|
|
$
|
(1,043
|
)
|
|
9.9
|
|
|
$
|
12
|
|
|
$
|
639
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
490
|
|
|
$
|
(171
|
)
|
|
$
|
(319
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Non-cash LNG inventory write-downs
|
—
|
|
|
—
|
|
|
18
|
|
|||
Depreciation and amortization expense
|
339
|
|
|
156
|
|
|
66
|
|
|||
Amortization of debt issuance costs, deferred commitment fees, premium and discount
|
36
|
|
|
30
|
|
|
12
|
|
|||
Loss on early extinguishment of debt
|
67
|
|
|
72
|
|
|
96
|
|
|||
Total losses (gains) on derivatives, net
|
20
|
|
|
(48
|
)
|
|
7
|
|
|||
Net cash used for settlement of derivative instruments
|
(16
|
)
|
|
(8
|
)
|
|
(41
|
)
|
|||
Other
|
8
|
|
|
1
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables
|
(101
|
)
|
|
(90
|
)
|
|
—
|
|
|||
Accounts receivable—affiliate
|
(62
|
)
|
|
(98
|
)
|
|
1
|
|
|||
Advances to affiliate
|
(12
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Inventory
|
13
|
|
|
(58
|
)
|
|
(25
|
)
|
|||
Accounts payable and accrued liabilities
|
210
|
|
|
167
|
|
|
(1
|
)
|
|||
Due to affiliates
|
(42
|
)
|
|
11
|
|
|
15
|
|
|||
Deferred revenue
|
34
|
|
|
42
|
|
|
(4
|
)
|
|||
Other, net
|
(5
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|||
Other, net—affiliate
|
(2
|
)
|
|
1
|
|
|
28
|
|
|||
Net cash provided by (used in) operating activities
|
977
|
|
|
—
|
|
|
(171
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
(1,290
|
)
|
|
(2,315
|
)
|
|
(2,913
|
)
|
|||
Other
|
—
|
|
|
(38
|
)
|
|
(62
|
)
|
|||
Net cash used in investing activities
|
(1,290
|
)
|
|
(2,353
|
)
|
|
(2,975
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuances of debt
|
3,814
|
|
|
8,003
|
|
|
2,860
|
|
|||
Repayments of debt
|
(2,173
|
)
|
|
(5,251
|
)
|
|
—
|
|
|||
Debt issuance and deferred financing costs
|
(50
|
)
|
|
(115
|
)
|
|
(170
|
)
|
|||
Debt extinguishment costs
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Distributions to owners
|
(294
|
)
|
|
(99
|
)
|
|
(99
|
)
|
|||
Net cash provided by financing activities
|
1,297
|
|
|
2,524
|
|
|
2,591
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
984
|
|
|
171
|
|
|
(555
|
)
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
605
|
|
|
434
|
|
|
989
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1,589
|
|
|
$
|
605
|
|
|
$
|
434
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
1,589
|
|
|
605
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
1,589
|
|
|
$
|
605
|
|
•
|
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.
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Current restricted cash
|
|
|
|
|
||||
Liquefaction Project
|
|
$
|
544
|
|
|
$
|
358
|
|
CQP and cash held by guarantor subsidiaries
|
|
1,045
|
|
|
247
|
|
||
Total current restricted cash
|
|
$
|
1,589
|
|
|
$
|
605
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
SPL trade receivable
|
|
$
|
185
|
|
|
$
|
88
|
|
Other accounts receivable
|
|
6
|
|
|
2
|
|
||
Total accounts and other receivables
|
|
$
|
191
|
|
|
$
|
90
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Natural gas
|
|
$
|
17
|
|
|
$
|
15
|
|
LNG
|
|
26
|
|
|
45
|
|
||
Materials and other
|
|
52
|
|
|
37
|
|
||
Total inventory
|
|
$
|
95
|
|
|
$
|
97
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
12,703
|
|
|
$
|
7,976
|
|
LNG terminal construction-in-process
|
|
3,310
|
|
|
6,728
|
|
||
Accumulated depreciation
|
|
(880
|
)
|
|
(553
|
)
|
||
Total LNG terminal costs, net
|
|
15,133
|
|
|
14,151
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Fixed assets
|
|
23
|
|
|
20
|
|
||
Accumulated depreciation
|
|
(17
|
)
|
|
(13
|
)
|
||
Total fixed assets, net
|
|
6
|
|
|
7
|
|
||
Property, plant and equipment, net
|
|
$
|
15,139
|
|
|
$
|
14,158
|
|
Components
|
|
Useful life (yrs)
|
LNG storage tanks
|
|
50
|
Natural gas pipeline facilities
|
|
40
|
Marine berth, electrical, facility and roads
|
|
35
|
Regasification processing equipment
|
|
30
|
Sendout pumps
|
|
20
|
Liquefaction processing equipment
|
|
6-50
|
Other
|
|
15-30
|
•
|
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”)
and
|
•
|
commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the
Liquefaction 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”)
.
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
SPL Interest Rate Derivatives liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
CQP Interest Rate Derivatives asset
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||||
Liquefaction Supply Derivatives asset (liability)
|
2
|
|
|
10
|
|
|
43
|
|
|
55
|
|
|
(4
|
)
|
|
(2
|
)
|
|
79
|
|
|
73
|
|
|
|
Net Fair Value Asset
(in millions)
|
|
Valuation Approach
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$43
|
|
Market approach incorporating present value techniques
|
|
Basis Spread
|
|
$(0.503) - $0.432
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of period
|
|
$
|
79
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Realized and mark-to-market gains (losses):
|
|
|
|
|
|
|
||||||
Included in cost of sales (1)
|
|
(37
|
)
|
|
48
|
|
|
32
|
|
|||
Purchases and settlements:
|
|
|
|
|
|
|
||||||
Purchases
|
|
14
|
|
|
1
|
|
|
—
|
|
|||
Settlements (1)
|
|
(12
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Transfers out of Level 3
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
|
$
|
43
|
|
|
$
|
79
|
|
|
$
|
32
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
(37
|
)
|
|
$
|
49
|
|
|
$
|
32
|
|
|
(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
.
|
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
CQP Interest Rate Derivatives
|
|
$225 million
|
|
$1.3 billion
|
|
March 22, 2016
|
|
February 29, 2020
|
|
1.19%
|
|
One-month LIBOR
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
SPL Interest Rate Derivatives
|
|
CQP Interest Rate Derivatives
|
|
Total
|
|
SPL Interest Rate Derivatives
|
|
CQP Interest Rate Derivatives
|
|
Total
|
||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current derivative assets
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||||
Total derivative assets
|
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
||||||
Non-current derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Total derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(3
|
)
|
|
(9
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset (liability), net
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
(6
|
)
|
|
$
|
13
|
|
|
$
|
7
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
SPL Interest Rate Derivatives loss
|
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
|
$
|
(42
|
)
|
CQP Interest Rate Derivatives gain
|
|
6
|
|
|
12
|
|
|
—
|
|
|
|
|
Fair Value Measurements as of (1)
|
||||||
|
Balance Sheet Location
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Liquefaction Supply Derivatives
|
Other current assets
|
|
$
|
41
|
|
|
$
|
13
|
|
Liquefaction Supply Derivatives
|
Non-current derivative assets
|
|
17
|
|
|
67
|
|
||
Liquefaction Supply Derivatives
|
Derivative liabilities
|
|
—
|
|
|
(7
|
)
|
||
Liquefaction Supply Derivatives
|
Non-current derivative liabilities
|
|
(3
|
)
|
|
—
|
|
|
(1)
|
Does not include a collateral call of
$1 million
and a collateral deposit of
$6 million
for such contracts, which are included in
other current assets
in our Consolidated Balance Sheets as of
December 31, 2017
and
2016
, respectively.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Statement of Operations Location (1)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Liquefaction Supply Derivatives loss (gain) (2)
|
Cost of sales
|
|
$
|
24
|
|
|
$
|
(42
|
)
|
|
$
|
(33
|
)
|
|
(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.
|
|
|
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, 2017
|
|
|
|
|
|
|
||||||
CQP Interest Rate Derivatives
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Liquefaction Supply Derivatives
|
|
64
|
|
|
(6
|
)
|
|
58
|
|
|||
Liquefaction Supply Derivatives
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
As of December 31, 2016
|
|
|
|
|
|
|
||||||
SPL Interest Rate Derivatives
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
CQP Interest Rate Derivatives
|
|
16
|
|
|
—
|
|
|
16
|
|
|||
CQP Interest Rate Derivatives
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Liquefaction Supply Derivatives
|
|
82
|
|
|
(2
|
)
|
|
80
|
|
|||
Liquefaction Supply Derivatives
|
|
(11
|
)
|
|
4
|
|
|
(7
|
)
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
26
|
|
|
$
|
23
|
|
Advances made to municipalities for water system enhancements
|
|
93
|
|
|
95
|
|
||
Advances and other asset conveyances to third parties to support LNG terminals
|
|
30
|
|
|
31
|
|
||
Tax-related payments and receivables
|
|
25
|
|
|
28
|
|
||
Information technology service assets
|
|
24
|
|
|
27
|
|
||
Other
|
|
8
|
|
|
18
|
|
||
Total other non-current assets, net
|
|
$
|
206
|
|
|
$
|
222
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Interest costs and related debt fees
|
|
$
|
253
|
|
|
$
|
205
|
|
Sabine Pass LNG terminal and related pipeline costs
|
|
384
|
|
|
211
|
|
||
Other accrued liabilities
|
|
—
|
|
|
2
|
|
||
Total accrued liabilities
|
|
$
|
637
|
|
|
$
|
418
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Long-term debt:
|
|
|
|
|
||||
SPL
|
|
|
|
|
||||
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $6 and $7
|
|
$
|
2,006
|
|
|
$
|
2,007
|
|
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”), net of unamortized premium of $5 and $6
|
|
1,505
|
|
|
1,506
|
|
||
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”), net of unamortized discount of $1 and zero
|
|
1,349
|
|
|
—
|
|
||
5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”)
|
|
800
|
|
|
—
|
|
||
2015 SPL Credit Facilities
|
|
—
|
|
|
314
|
|
||
Cheniere Partners
|
|
|
|
|
||||
5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”)
|
|
1,500
|
|
|
—
|
|
||
2016 CQP Credit Facilities
|
|
1,090
|
|
|
2,560
|
|
||
Unamortized debt issuance costs
|
|
(204
|
)
|
|
(178
|
)
|
||
Total long-term debt, net
|
|
16,046
|
|
|
14,209
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
|
—
|
|
|
224
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
16,046
|
|
|
$
|
14,433
|
|
Years Ending December 31,
|
|
Principal Payments
|
||
2018
|
|
$
|
—
|
|
2019
|
|
55
|
|
|
2020
|
|
1,035
|
|
|
2021
|
|
2,000
|
|
|
2022
|
|
1,000
|
|
|
Thereafter
|
|
12,150
|
|
|
Total
|
|
$
|
16,240
|
|
|
|
SPL Working Capital Facility
|
|
2016 CQP Credit Facilities
|
||||
Original facility size
|
|
$
|
1,200
|
|
|
$
|
2,800
|
|
Less:
|
|
|
|
|
||||
Outstanding balance
|
|
—
|
|
|
1,090
|
|
||
Commitments prepaid or terminated
|
|
—
|
|
|
1,470
|
|
||
Letters of credit issued
|
|
730
|
|
|
20
|
|
||
Available commitment
|
|
$
|
470
|
|
|
$
|
220
|
|
|
|
|
|
|
||||
Interest rate
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
|
LIBOR plus 2.25% or base rate plus 1.25% (1)
|
||||
Maturity date
|
|
December 31, 2020, with various terms for underlying loans
|
|
February 25, 2020, with principal payments due quarterly commencing on March 31, 2019
|
|
(1)
|
There is a
0.50%
step-up for both LIBOR and base rate loans beginning on February 25, 2019.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total interest cost
|
|
$
|
902
|
|
|
$
|
841
|
|
|
$
|
708
|
|
Capitalized interest
|
|
(288
|
)
|
|
(484
|
)
|
|
(523
|
)
|
|||
Total interest expense, net
|
|
$
|
614
|
|
|
$
|
357
|
|
|
$
|
185
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Senior notes, net of premium or discount (1)
|
|
$
|
14,360
|
|
|
$
|
15,485
|
|
|
$
|
11,513
|
|
|
$
|
12,309
|
|
2037 SPL Senior Notes (2)
|
|
800
|
|
|
871
|
|
|
—
|
|
|
—
|
|
||||
Credit facilities (3)
|
|
1,090
|
|
|
1,090
|
|
|
3,098
|
|
|
3,098
|
|
|
(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
and
2025 CQP 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
2015 SPL Credit Facilities
,
SPL Working Capital Facility
and
2016 CQP Credit 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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
LNG revenues
|
|
$
|
2,615
|
|
|
$
|
535
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
|
1,389
|
|
|
294
|
|
|
—
|
|
|||
Regasification revenues
|
|
260
|
|
|
259
|
|
|
259
|
|
|||
Other revenues
|
|
20
|
|
|
4
|
|
|
7
|
|
|||
Other revenues—affiliate
|
|
—
|
|
|
4
|
|
|
4
|
|
|||
Total revenues from customers
|
|
4,284
|
|
|
1,096
|
|
|
270
|
|
|||
Revenues from derivative instruments (1)
|
|
20
|
|
|
4
|
|
|
—
|
|
|||
Total revenues
|
|
$
|
4,304
|
|
|
$
|
1,100
|
|
|
$
|
270
|
|
|
(1)
|
Relates to the realized value associated with a portion of derivative instruments that settle through physical delivery.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred revenues, beginning of period
|
|
$
|
78
|
|
|
$
|
36
|
|
|
$
|
40
|
|
Cash received but not yet recognized
|
|
110
|
|
|
71
|
|
|
25
|
|
|||
Revenue recognized from prior period deferral
|
|
(76
|
)
|
|
(29
|
)
|
|
(29
|
)
|
|||
Deferred revenues, end of period
|
|
$
|
112
|
|
|
$
|
78
|
|
|
$
|
36
|
|
|
|
Unsatisfied
Transaction Price
(in billions)
|
|
Weighted Average Recognition Timing (years) (1)
|
||
LNG revenues
|
|
$
|
55.7
|
|
|
10.2
|
Regasification revenues
|
|
2.9
|
|
|
5.7
|
|
Total revenues
|
|
$
|
58.6
|
|
|
|
|
(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.
|
(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. During the
year ended December 31, 2017
, approximately
58%
of our LNG revenues,
100%
of our LNG revenues—affiliate and approximately
2%
of our Regasification revenues were related to variable consideration received from customers.
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
LNG revenues—affiliate
|
||||||||||||
Cheniere Marketing SPA and Cheniere Marketing Master SPA
|
$
|
1,389
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|||||||
Other revenues—affiliate
|
||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
1
|
|
|
1
|
|
||||
Terminal Marine Services Agreement
|
—
|
|
|
3
|
|
|
3
|
|
||||
Total other revenues—affiliate
|
—
|
|
|
4
|
|
|
4
|
|
||||
|
|
|
||||||||||
Cost of sales—affiliate
|
||||||||||||
Fees under the Pre-commercial LNG Marketing Agreement
|
—
|
|
|
2
|
|
|
—
|
|
||||
|
|
|
|
|
|
|||||||
Operating and maintenance expense—affiliate
|
||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
1
|
|
|
1
|
|
||||
Services Agreements
|
94
|
|
|
51
|
|
|
28
|
|
||||
Other agreements
|
6
|
|
|
—
|
|
|
—
|
|
||||
Total operating and maintenance expense—affiliate
|
100
|
|
|
52
|
|
|
29
|
|
||||
|
|
|
||||||||||
Development expense—affiliate
|
||||||||||||
Services Agreements
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
|
|
||||||||||
General and administrative expense—affiliate
|
||||||||||||
Services Agreements
|
80
|
|
|
90
|
|
|
122
|
|
|
|
|
|
Limited Partner Units
|
|
|
|
|
||||||||||||||||
|
|
Total
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
|
General Partner Units
|
|
IDR
|
||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
$
|
490
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Declared distributions
|
|
514
|
|
|
376
|
|
|
—
|
|
|
127
|
|
|
10
|
|
|
1
|
|
||||||
Amortization of beneficial conversion feature of Class B units
|
|
—
|
|
|
(594
|
)
|
|
2,004
|
|
|
(1,410
|
)
|
|
—
|
|
|
—
|
|
||||||
Assumed allocation of undistributed net loss (1)
|
|
$
|
(24
|
)
|
|
(17
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|||||
Assumed allocation of net income
|
|
|
|
$
|
(235
|
)
|
|
$
|
2,004
|
|
|
$
|
(1,290
|
)
|
|
$
|
10
|
|
|
$
|
1
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average units outstanding
|
|
|
|
178.5
|
|
|
84.8
|
|
|
135.4
|
|
|
|
|
|
|||||||||
Net loss per unit (2)
|
|
|
|
$
|
(1.32
|
)
|
|
|
|
|
$
|
(9.52
|
)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
|
$
|
(171
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Declared distributions
|
|
99
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Amortization of beneficial conversion feature of Class B units
|
|
—
|
|
|
(29
|
)
|
|
100
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
||||||
Assumed allocation of undistributed net loss
|
|
$
|
(270
|
)
|
|
(79
|
)
|
|
—
|
|
|
(186
|
)
|
|
(5
|
)
|
|
—
|
|
|||||
Assumed allocation of net loss
|
|
|
|
$
|
(11
|
)
|
|
$
|
100
|
|
|
$
|
(257
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average units outstanding
|
|
|
|
57.1
|
|
|
145.3
|
|
|
135.4
|
|
|
|
|
|
|||||||||
Net loss per unit (2)
|
|
|
|
$
|
(0.20
|
)
|
|
|
|
|
$
|
(1.90
|
)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
|
$
|
(319
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Declared distributions
|
|
99
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Assumed allocation of undistributed net loss
|
|
$
|
(418
|
)
|
|
(121
|
)
|
|
—
|
|
|
(288
|
)
|
|
(8
|
)
|
|
—
|
|
|||||
Assumed allocation of net loss
|
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(288
|
)
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average units outstanding
|
|
|
|
57.1
|
|
|
145.3
|
|
|
135.4
|
|
|
|
|
|
|||||||||
Net loss per unit (2)
|
|
|
|
$
|
(0.43
|
)
|
|
|
|
|
$
|
(2.13
|
)
|
|
|
|
|
|
(1)
|
Under our partnership agreement, the
IDR
s participate in net income (loss) only to the extent of the amount of cash distributions actually declared, thereby excluding the
IDR
s from participating in undistributed net income (loss).
|
(2)
|
Earnings per unit in the table may not recalculate exactly due to rounding because it is calculated based on whole numbers, not the rounded numbers presented.
|
Years Ending December 31,
|
Operating Leases (1)
|
||
2018
|
$
|
2
|
|
2019
|
2
|
|
|
2020
|
2
|
|
|
2021
|
2
|
|
|
2022
|
2
|
|
|
Thereafter
|
45
|
|
|
Total
|
$
|
55
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured
.
|
Years Ending December 31,
|
Payments Due (1)
|
||
2018
|
$
|
2,274
|
|
2019
|
1,527
|
|
|
2020
|
1,397
|
|
|
2021
|
981
|
|
|
2022
|
336
|
|
|
Thereafter
|
1,169
|
|
|
Total
|
$
|
7,684
|
|
|
(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, 2017
.
|
|
|
Percentage of Total Third-Party Revenues
|
|
Percentage of Accounts Receivable from Third Parties
|
||||||
|
|
Year Ended December 31,
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
Customer A
|
|
39%
|
|
52%
|
|
—%
|
|
39%
|
|
47%
|
Customer B
|
|
27%
|
|
*
|
|
—%
|
|
32%
|
|
50%
|
Customer C
|
|
23%
|
|
—%
|
|
—%
|
|
26%
|
|
—%
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the period for interest, net of amounts capitalized
|
$
|
510
|
|
|
$
|
242
|
|
|
$
|
136
|
|
Non-cash conveyance of assets
|
—
|
|
|
—
|
|
|
13
|
|
Standard
|
|
Description
|
|
Expected 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 will adopt this standard on January 1, 2018 using the full retrospective approach. The adoption of this standard will not have a material impact upon our Consolidated Financial Statements but will result in significant additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and assumptions used in applying the standard. For the purpose of these Consolidated Financial Statements, we have retrospectively applied this standard and have included the additional disclosures at
Note 12—Revenues from Contracts with Customers
.
|
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 must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases upon our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition.
|
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
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
|
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 Balance Sheet
|
|||||||||||||||||||
December 31, 2016
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
234
|
|
|
13
|
|
|
358
|
|
|
—
|
|
|
605
|
|
|||||
Accounts and other receivables
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|||||
Accounts receivable—affiliate
|
—
|
|
|
24
|
|
|
100
|
|
|
(25
|
)
|
|
99
|
|
|||||
Advances to affiliate
|
—
|
|
|
12
|
|
|
26
|
|
|
—
|
|
|
38
|
|
|||||
Inventory
|
—
|
|
|
8
|
|
|
89
|
|
|
—
|
|
|
97
|
|
|||||
Other current assets
|
—
|
|
|
4
|
|
|
25
|
|
|
—
|
|
|
29
|
|
|||||
Other current assets—affiliate
|
—
|
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|||||
Total current assets
|
234
|
|
|
61
|
|
|
698
|
|
|
(35
|
)
|
|
958
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
79
|
|
|
2,219
|
|
|
11,875
|
|
|
(15
|
)
|
|
14,158
|
|
|||||
Debt issuance costs, net
|
63
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
121
|
|
|||||
Non-current derivative assets
|
16
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
83
|
|
|||||
Investments in subsidiaries
|
2,617
|
|
|
471
|
|
|
—
|
|
|
(3,088
|
)
|
|
—
|
|
|||||
Other non-current assets, net
|
—
|
|
|
37
|
|
|
185
|
|
|
—
|
|
|
222
|
|
|||||
Total assets
|
$
|
3,009
|
|
|
$
|
2,788
|
|
|
$
|
12,883
|
|
|
$
|
(3,138
|
)
|
|
$
|
15,542
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
27
|
|
Accrued liabilities
|
2
|
|
|
9
|
|
|
407
|
|
|
—
|
|
|
418
|
|
|||||
Current debt
|
—
|
|
|
—
|
|
|
224
|
|
|
—
|
|
|
224
|
|
|||||
Due to affiliates
|
—
|
|
|
89
|
|
|
33
|
|
|
(23
|
)
|
|
99
|
|
|||||
Deferred revenue
|
—
|
|
|
27
|
|
|
46
|
|
|
—
|
|
|
73
|
|
|||||
Deferred revenue—affiliate
|
—
|
|
|
11
|
|
|
—
|
|
|
(10
|
)
|
|
1
|
|
|||||
Derivative liabilities
|
3
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
14
|
|
|||||
Total current liabilities
|
6
|
|
|
139
|
|
|
744
|
|
|
(33
|
)
|
|
856
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, net
|
2,560
|
|
|
—
|
|
|
11,649
|
|
|
—
|
|
|
14,209
|
|
|||||
Non-current deferred revenue
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Non-current derivative liabilities
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Other non-current liabilities—affiliate
|
—
|
|
|
27
|
|
|
2
|
|
|
(2
|
)
|
|
27
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Partners’ equity
|
443
|
|
|
2,617
|
|
|
486
|
|
|
(3,103
|
)
|
|
443
|
|
|||||
Total liabilities and partners’ equity
|
$
|
3,009
|
|
|
$
|
2,788
|
|
|
$
|
12,883
|
|
|
$
|
(3,138
|
)
|
|
$
|
15,542
|
|
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantor
|
|
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 early 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-Guarantor
|
|
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 early 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 Operations
|
|||||||||||||||||||
Year Ended December 31, 2015
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Regasification revenues
|
$
|
—
|
|
|
$
|
259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
259
|
|
Other revenues
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Other revenues—affiliate
|
—
|
|
|
108
|
|
|
—
|
|
|
(104
|
)
|
|
4
|
|
|||||
Total revenues
|
—
|
|
|
374
|
|
|
—
|
|
|
(104
|
)
|
|
270
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)
|
—
|
|
|
1
|
|
|
(32
|
)
|
|
—
|
|
|
(31
|
)
|
|||||
Operating and maintenance expense
|
3
|
|
|
36
|
|
|
23
|
|
|
—
|
|
|
62
|
|
|||||
Operating and maintenance expense—affiliate
|
—
|
|
|
94
|
|
|
1
|
|
|
(66
|
)
|
|
29
|
|
|||||
Development expense
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Development expense—affiliate
|
—
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|||||
General and administrative expense
|
3
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
15
|
|
|||||
General and administrative expense—affiliate
|
11
|
|
|
60
|
|
|
88
|
|
|
(37
|
)
|
|
122
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
64
|
|
|
2
|
|
|
—
|
|
|
66
|
|
|||||
Total operating costs and expenses
|
17
|
|
|
262
|
|
|
92
|
|
|
(104
|
)
|
|
267
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from operations
|
(17
|
)
|
|
112
|
|
|
(92
|
)
|
|
—
|
|
|
3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net of capitalized interest
|
—
|
|
|
(175
|
)
|
|
(36
|
)
|
|
26
|
|
|
(185
|
)
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
|||||
Derivative loss, net
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
Equity losses of subsidiaries
|
(302
|
)
|
|
(266
|
)
|
|
—
|
|
|
568
|
|
|
—
|
|
|||||
Other income
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total other expense
|
(302
|
)
|
|
(440
|
)
|
|
(174
|
)
|
|
594
|
|
|
(322
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(319
|
)
|
|
$
|
(328
|
)
|
|
$
|
(266
|
)
|
|
$
|
594
|
|
|
$
|
(319
|
)
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantor
|
|
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
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantor
|
|
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-Guarantor
|
|
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
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
234
|
|
|
13
|
|
|
358
|
|
|
—
|
|
|
605
|
|
|||||
Total cash, cash equivalents and restricted cash
|
$
|
234
|
|
|
$
|
13
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
605
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Year Ended December 31, 2015
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in) operating activities
|
$
|
(43
|
)
|
|
$
|
53
|
|
|
$
|
(207
|
)
|
|
$
|
26
|
|
|
$
|
(171
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
(1
|
)
|
|
(25
|
)
|
|
(2,861
|
)
|
|
(26
|
)
|
|
(2,913
|
)
|
|||||
Investments in subsidiaries
|
(53
|
)
|
|
(15
|
)
|
|
—
|
|
|
68
|
|
|
—
|
|
|||||
Distributions received from affiliates, net
|
84
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||||
Net cash provided by (used in) investing activities
|
30
|
|
|
(40
|
)
|
|
(2,923
|
)
|
|
(42
|
)
|
|
(2,975
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuances of debt
|
—
|
|
|
—
|
|
|
2,860
|
|
|
—
|
|
|
2,860
|
|
|||||
Debt issuance and deferred financing costs
|
—
|
|
|
(1
|
)
|
|
(169
|
)
|
|
—
|
|
|
(170
|
)
|
|||||
Distributions to parent
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
84
|
|
|
—
|
|
|||||
Contributions from parent
|
—
|
|
|
53
|
|
|
15
|
|
|
(68
|
)
|
|
—
|
|
|||||
Distributions to owners
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(99
|
)
|
|
(32
|
)
|
|
2,706
|
|
|
16
|
|
|
2,591
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash, cash equivalents and restricted cash
|
(112
|
)
|
|
(19
|
)
|
|
(424
|
)
|
|
—
|
|
|
(555
|
)
|
|||||
Cash, cash equivalents and restricted cash—beginning of period
|
222
|
|
|
154
|
|
|
613
|
|
|
—
|
|
|
989
|
|
|||||
Cash, cash equivalents and restricted cash—end of period
|
$
|
110
|
|
|
$
|
135
|
|
|
$
|
189
|
|
|
$
|
—
|
|
|
$
|
434
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
|
|
|
|
Bcf/d
|
|
billion cubic feet per day
|
Bcfe
|
|
billion cubic feet equivalent
|
EPC
|
|
engineering, procurement and construction
|
FERC
|
|
Federal Energy Regulatory Commission
|
GAAP
|
|
generally accepted accounting principles in the United States
|
Henry Hub
|
|
the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin
|
LIBOR
|
|
London Interbank Offered Rate
|
LNG
|
|
liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
|
MMBtu
|
|
million British thermal units, an energy unit
|
mtpa
|
|
million tonnes per annum
|
SPA
|
|
LNG sale and purchase agreement
|
TBtu
|
|
trillion British thermal units, an energy unit
|
Train
|
|
an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
|
TUA
|
|
terminal use agreement
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
557
|
|
|
371
|
|
||
Accounts and other receivables
|
|
190
|
|
|
90
|
|
||
Accounts receivable—affiliate
|
|
163
|
|
|
99
|
|
||
Advances to affiliate
|
|
36
|
|
|
38
|
|
||
Inventory
|
|
95
|
|
|
97
|
|
||
Other current assets
|
|
56
|
|
|
27
|
|
||
Other current assets—affiliate
|
|
1
|
|
|
1
|
|
||
Total current assets
|
|
1,098
|
|
|
723
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
15,059
|
|
|
14,079
|
|
||
Debt issuance costs, net
|
|
18
|
|
|
59
|
|
||
Non-current derivative assets
|
|
17
|
|
|
67
|
|
||
Other non-current assets, net
|
|
206
|
|
|
222
|
|
||
Total assets
|
|
$
|
16,398
|
|
|
$
|
15,150
|
|
|
|
|
|
|
||||
LIABILITIES AND MEMBER’S EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
12
|
|
|
$
|
27
|
|
Accrued liabilities
|
|
614
|
|
|
415
|
|
||
Current debt
|
|
—
|
|
|
224
|
|
||
Due to affiliates
|
|
68
|
|
|
73
|
|
||
Deferred revenue
|
|
111
|
|
|
73
|
|
||
Derivative liabilities
|
|
—
|
|
|
11
|
|
||
Other current liabilities—affiliate
|
|
1
|
|
|
1
|
|
||
Total current liabilities
|
|
806
|
|
|
824
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
13,477
|
|
|
11,649
|
|
||
Non-current deferred revenue
|
|
1
|
|
|
5
|
|
||
Non-current derivative liabilities
|
|
3
|
|
|
2
|
|
||
Other non-current liabilities
|
|
10
|
|
|
—
|
|
||
Other non-current liabilities—affiliate
|
|
25
|
|
|
27
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (see Note 14)
|
|
|
|
|
||||
|
|
|
|
|
||||
Member’s equity
|
|
2,076
|
|
|
2,643
|
|
||
Total liabilities and member’s equity
|
|
$
|
16,398
|
|
|
$
|
15,150
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
LNG revenues
|
$
|
2,635
|
|
|
$
|
539
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
1,389
|
|
|
294
|
|
|
—
|
|
|||
Regasification revenues
|
260
|
|
|
259
|
|
|
259
|
|
|||
Other revenues
|
20
|
|
|
4
|
|
|
7
|
|
|||
Other revenues—affiliate
|
—
|
|
|
4
|
|
|
4
|
|
|||
Total revenues
|
4,304
|
|
|
1,100
|
|
|
270
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)
|
2,320
|
|
|
410
|
|
|
(31
|
)
|
|||
Cost of sales—affiliate
|
—
|
|
|
2
|
|
|
—
|
|
|||
Operating and maintenance expense
|
287
|
|
|
122
|
|
|
60
|
|
|||
Operating and maintenance expense—affiliate
|
93
|
|
|
52
|
|
|
29
|
|
|||
Development expense
|
3
|
|
|
—
|
|
|
3
|
|
|||
Development expense—affiliate
|
—
|
|
|
—
|
|
|
1
|
|
|||
General and administrative expense
|
8
|
|
|
9
|
|
|
13
|
|
|||
General and administrative expense—affiliate
|
68
|
|
|
78
|
|
|
110
|
|
|||
Depreciation and amortization expense
|
338
|
|
|
155
|
|
|
65
|
|
|||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
3,119
|
|
|
828
|
|
|
250
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
1,185
|
|
|
272
|
|
|
20
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(503
|
)
|
|
(334
|
)
|
|
(211
|
)
|
|||
Loss on early extinguishment of debt
|
(42
|
)
|
|
(72
|
)
|
|
(96
|
)
|
|||
Derivative loss, net
|
(2
|
)
|
|
(6
|
)
|
|
(42
|
)
|
|||
Other income
|
7
|
|
|
1
|
|
|
1
|
|
|||
Total other expense
|
(540
|
)
|
|
(411
|
)
|
|
(348
|
)
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
645
|
|
|
$
|
(139
|
)
|
|
$
|
(328
|
)
|
|
Cheniere Energy Partners, L.P.
|
|
Total Member’s Equity
|
||||
Balance at December 31, 2014
|
$
|
880
|
|
|
$
|
880
|
|
Net loss
|
(328
|
)
|
|
(328
|
)
|
||
Contributions
|
91
|
|
|
91
|
|
||
Distributions
|
(84
|
)
|
|
(84
|
)
|
||
Balance at December 31, 2015
|
559
|
|
|
559
|
|
||
Net loss
|
(139
|
)
|
|
(139
|
)
|
||
Contributions
|
2,439
|
|
|
2,439
|
|
||
Distributions
|
(216
|
)
|
|
(216
|
)
|
||
Balance at December 31, 2016
|
2,643
|
|
|
2,643
|
|
||
Net income
|
645
|
|
|
645
|
|
||
Contributions
|
219
|
|
|
219
|
|
||
Distributions
|
(1,431
|
)
|
|
(1,431
|
)
|
||
Balance at December 31, 2017
|
$
|
2,076
|
|
|
$
|
2,076
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
645
|
|
|
$
|
(139
|
)
|
|
$
|
(328
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Non-cash LNG inventory write-downs
|
—
|
|
|
—
|
|
|
18
|
|
|||
Depreciation and amortization expense
|
338
|
|
|
155
|
|
|
65
|
|
|||
Amortization of debt issuance costs, deferred commitment fees, premium and discount
|
19
|
|
|
20
|
|
|
12
|
|
|||
Loss on early extinguishment of debt
|
42
|
|
|
72
|
|
|
96
|
|
|||
Total losses (gains) on derivatives, net
|
26
|
|
|
(36
|
)
|
|
7
|
|
|||
Net cash used for settlement of derivative instruments
|
(14
|
)
|
|
(7
|
)
|
|
(41
|
)
|
|||
Other
|
11
|
|
|
—
|
|
|
1
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables
|
(100
|
)
|
|
(90
|
)
|
|
—
|
|
|||
Accounts receivable—affiliate
|
(62
|
)
|
|
(98
|
)
|
|
1
|
|
|||
Advances to affiliate
|
(12
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Inventory
|
13
|
|
|
(58
|
)
|
|
(25
|
)
|
|||
Accounts payable and accrued liabilities
|
190
|
|
|
167
|
|
|
(3
|
)
|
|||
Due to affiliates
|
(16
|
)
|
|
—
|
|
|
18
|
|
|||
Deferred revenue
|
34
|
|
|
42
|
|
|
(4
|
)
|
|||
Other, net
|
(6
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|||
Other, net—affiliate
|
(2
|
)
|
|
1
|
|
|
14
|
|
|||
Net cash provided by (used in) operating activities
|
1,106
|
|
|
24
|
|
|
(192
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
(1,290
|
)
|
|
(2,298
|
)
|
|
(2,885
|
)
|
|||
Other
|
—
|
|
|
(38
|
)
|
|
(63
|
)
|
|||
Net cash used in investing activities
|
(1,290
|
)
|
|
(2,336
|
)
|
|
(2,948
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuances of debt
|
2,314
|
|
|
5,443
|
|
|
2,860
|
|
|||
Repayments of debt
|
(703
|
)
|
|
(5,251
|
)
|
|
—
|
|
|||
Debt issuance and deferred financing costs
|
(29
|
)
|
|
(42
|
)
|
|
(170
|
)
|
|||
Debt extinguishment costs
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Capital contributions
|
219
|
|
|
2,439
|
|
|
91
|
|
|||
Distributions
|
(1,431
|
)
|
|
(216
|
)
|
|
(84
|
)
|
|||
Net cash provided by financing activities
|
370
|
|
|
2,359
|
|
|
2,697
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
186
|
|
|
47
|
|
|
(443
|
)
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
371
|
|
|
324
|
|
|
767
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
557
|
|
|
$
|
371
|
|
|
$
|
324
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
557
|
|
|
371
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
557
|
|
|
$
|
371
|
|
•
|
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.
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Current restricted cash
|
|
|
|
|
||||
Liquefaction Project
|
|
$
|
544
|
|
|
$
|
358
|
|
Cash held by Cheniere Partners’ guarantor subsidiaries, including us
|
|
13
|
|
|
13
|
|
||
Total current restricted cash
|
|
$
|
557
|
|
|
$
|
371
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
SPL trade receivable
|
|
$
|
185
|
|
|
$
|
88
|
|
Other accounts receivable
|
|
5
|
|
|
2
|
|
||
Total accounts and other receivables
|
|
$
|
190
|
|
|
$
|
90
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Natural gas
|
|
$
|
17
|
|
|
$
|
15
|
|
LNG
|
|
26
|
|
|
45
|
|
||
Materials and other
|
|
52
|
|
|
37
|
|
||
Total inventory
|
|
$
|
95
|
|
|
$
|
97
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
12,663
|
|
|
$
|
7,956
|
|
LNG terminal construction-in-process
|
|
3,269
|
|
|
6,670
|
|
||
Accumulated depreciation
|
|
(879
|
)
|
|
(553
|
)
|
||
Total LNG terminal costs, net
|
|
15,053
|
|
|
14,073
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Fixed assets
|
|
23
|
|
|
19
|
|
||
Accumulated depreciation
|
|
(17
|
)
|
|
(13
|
)
|
||
Total fixed assets, net
|
|
6
|
|
|
6
|
|
||
Property, plant and equipment, net
|
|
$
|
15,059
|
|
|
$
|
14,079
|
|
Components
|
|
Useful life (yrs)
|
LNG storage tanks
|
|
50
|
Natural gas pipeline facilities
|
|
40
|
Marine berth, electrical, facility and roads
|
|
35
|
Regasification processing equipment
|
|
30
|
Sendout pumps
|
|
20
|
Liquefaction processing equipment
|
|
6-50
|
Other
|
|
15-30
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
Interest Rate Derivatives liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Liquefaction Supply Derivatives asset (liability)
|
2
|
|
|
10
|
|
|
43
|
|
|
55
|
|
|
(4
|
)
|
|
(2
|
)
|
|
79
|
|
|
73
|
|
|
|
Net Fair Value Asset
(in millions)
|
|
Valuation Approach
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$43
|
|
Market approach incorporating present value techniques
|
|
Basis Spread
|
|
$(0.503) - $0.432
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of period
|
|
$
|
79
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Realized and mark-to-market gains (losses):
|
|
|
|
|
|
|
||||||
Included in cost of sales (1)
|
|
(37
|
)
|
|
48
|
|
|
32
|
|
|||
Purchases and settlements:
|
|
|
|
|
|
|
||||||
Purchases
|
|
14
|
|
|
1
|
|
|
—
|
|
|||
Settlements (1)
|
|
(12
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Transfers out of Level 3
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
|
$
|
43
|
|
|
$
|
79
|
|
|
$
|
32
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
(37
|
)
|
|
$
|
49
|
|
|
$
|
32
|
|
|
(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
.
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
|
Consolidated Balance Sheet Location
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Interest Rate Derivatives
|
|
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Interest Rate Derivatives
|
|
Non-current derivative liabilities
|
|
—
|
|
|
(2
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest Rate Derivatives loss
|
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
|
$
|
(42
|
)
|
|
|
Fair Value Measurements as of (1)
|
||||||
Consolidated Balance Sheet Location
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Other current assets
|
|
$
|
41
|
|
|
$
|
13
|
|
Non-current derivative assets
|
|
17
|
|
|
67
|
|
||
Total derivative assets
|
|
58
|
|
|
80
|
|
||
|
|
|
|
|
||||
Derivative liabilities
|
|
—
|
|
|
(7
|
)
|
||
Non-current derivative liabilities
|
|
(3
|
)
|
|
—
|
|
||
Total derivative liabilities
|
|
(3
|
)
|
|
(7
|
)
|
||
|
|
|
|
|
||||
Derivative asset, net
|
|
$
|
55
|
|
|
$
|
73
|
|
|
(1)
|
Does not include a collateral call of
$1 million
and a collateral deposit of
$6 million
for such contracts, which are included in
other current assets
in our Consolidated Balance Sheets as of
December 31, 2017
and
2016
, respectively.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Consolidated Statement of Operations Location (1)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Liquefaction Supply Derivatives loss (gain) (2)
|
Cost (cost recovery) of sales
|
|
$
|
24
|
|
|
$
|
(42
|
)
|
|
$
|
(33
|
)
|
|
(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.
|
|
|
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, 2017
|
|
|
|
|
|
|
||||||
Liquefaction Supply Derivatives
|
|
$
|
64
|
|
|
$
|
(6
|
)
|
|
$
|
58
|
|
Liquefaction Supply Derivatives
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
As of December 31, 2016
|
|
|
|
|
|
|
||||||
Interest Rate Derivatives
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Liquefaction Supply Derivatives
|
|
82
|
|
|
(2
|
)
|
|
80
|
|
|||
Liquefaction Supply Derivatives
|
|
(11
|
)
|
|
4
|
|
|
(7
|
)
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
26
|
|
|
$
|
23
|
|
Advances made to municipalities for water system enhancements
|
|
93
|
|
|
95
|
|
||
Advances and other asset conveyances to third parties to support LNG terminals
|
|
30
|
|
|
31
|
|
||
Tax-related payments and receivables
|
|
25
|
|
|
28
|
|
||
Information technology service assets
|
|
24
|
|
|
27
|
|
||
Other
|
|
8
|
|
|
18
|
|
||
Total other non-current assets, net
|
|
$
|
206
|
|
|
$
|
222
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Interest costs and related debt fees
|
|
$
|
229
|
|
|
$
|
204
|
|
Sabine Pass LNG terminal and related pipeline costs
|
|
384
|
|
|
211
|
|
||
Other accrued liabilities
|
|
1
|
|
|
—
|
|
||
Total accrued liabilities
|
|
$
|
614
|
|
|
$
|
415
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Long-term debt:
|
|
|
|
|
||||
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $6 and $7
|
|
$
|
2,006
|
|
|
$
|
2,007
|
|
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”), net of unamortized premium of $5 and $6
|
|
1,505
|
|
|
1,506
|
|
||
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”), net of unamortized discount of $1 and zero
|
|
1,349
|
|
|
—
|
|
||
5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”)
|
|
800
|
|
|
—
|
|
||
2015 SPL Credit Facilities
|
|
—
|
|
|
314
|
|
||
Unamortized debt issuance costs
|
|
(183
|
)
|
|
(178
|
)
|
||
Total long-term debt, net
|
|
13,477
|
|
|
11,649
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
|
—
|
|
|
224
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
13,477
|
|
|
$
|
11,873
|
|
Years Ending December 31,
|
|
Principal Payments
|
||
2018
|
|
$
|
—
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
2021
|
|
2,000
|
|
|
2022
|
|
1,000
|
|
|
Thereafter
|
|
10,650
|
|
|
Total
|
|
$
|
13,650
|
|
|
|
SPL Working Capital Facility
|
||
Original facility size
|
|
$
|
1,200
|
|
Less:
|
|
|
||
Outstanding balance
|
|
—
|
|
|
Letters of credit issued
|
|
730
|
|
|
Available commitment
|
|
$
|
470
|
|
|
|
|
||
Interest rate
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
||
Maturity date
|
|
December 31, 2020, with various terms for underlying loans
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total interest cost
|
|
$
|
788
|
|
|
$
|
797
|
|
|
$
|
704
|
|
Capitalized interest
|
|
(285
|
)
|
|
(463
|
)
|
|
(493
|
)
|
|||
Total interest expense, net
|
|
$
|
503
|
|
|
$
|
334
|
|
|
$
|
211
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Senior notes, net of premium or discount (1)
|
|
$
|
12,860
|
|
|
$
|
13,955
|
|
|
$
|
11,513
|
|
|
$
|
12,309
|
|
2037 SPL Senior Notes (2)
|
|
800
|
|
|
871
|
|
|
—
|
|
|
—
|
|
||||
Credit facilities (3)
|
|
—
|
|
|
—
|
|
|
538
|
|
|
538
|
|
|
(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
and
2028 SPL 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 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
2015 SPL Credit Facilities
and
SPL Working Capital Facility
. 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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
LNG revenues
|
|
$
|
2,615
|
|
|
$
|
535
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
|
1,389
|
|
|
294
|
|
|
—
|
|
|||
Regasification revenues
|
|
260
|
|
|
259
|
|
|
259
|
|
|||
Other revenues
|
|
20
|
|
|
4
|
|
|
7
|
|
|||
Other revenues—affiliate
|
|
—
|
|
|
4
|
|
|
4
|
|
|||
Total revenues from customers
|
|
4,284
|
|
|
1,096
|
|
|
270
|
|
|||
Revenues from derivative instruments (1)
|
|
20
|
|
|
4
|
|
|
—
|
|
|||
Total revenues
|
|
$
|
4,304
|
|
|
$
|
1,100
|
|
|
$
|
270
|
|
|
(1)
|
Relates to the realized value associated with a portion of derivative instruments that settle through physical delivery.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred revenues, beginning of period
|
|
$
|
78
|
|
|
$
|
36
|
|
|
$
|
40
|
|
Cash received but not yet recognized
|
|
110
|
|
|
71
|
|
|
25
|
|
|||
Revenue recognized from prior period deferral
|
|
(76
|
)
|
|
(29
|
)
|
|
(29
|
)
|
|||
Deferred revenues, end of period
|
|
$
|
112
|
|
|
$
|
78
|
|
|
$
|
36
|
|
|
|
Unsatisfied
Transaction Price
(in billions)
|
|
Weighted Average Recognition Timing (years) (1)
|
|||
LNG revenues
|
|
$
|
55.7
|
|
|
10.2
|
|
Regasification revenues
|
|
2.9
|
|
|
5.7
|
|
|
Total revenues
|
|
$
|
58.6
|
|
|
|
|
(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.
|
(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. During the
year ended December 31, 2017
, approximately
58%
of our LNG revenues,
100%
of our LNG revenues—affiliate and approximately
2%
of our Regasification revenues were related to variable consideration received from customers.
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
LNG revenues—affiliate
|
||||||||||||
Cheniere Marketing SPA and Cheniere Marketing Master SPA
|
$
|
1,389
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|||||||
Other revenues—affiliate
|
||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
1
|
|
|
1
|
|
||||
Terminal Marine Services Agreement
|
—
|
|
|
3
|
|
|
3
|
|
||||
Total other revenues—affiliate
|
—
|
|
|
4
|
|
|
4
|
|
||||
|
|
|
||||||||||
Cost of sales—affiliate
|
||||||||||||
Fees under the Pre-commercial LNG Marketing Agreement
|
—
|
|
|
2
|
|
|
—
|
|
||||
|
|
|
|
|
|
|||||||
Operating and maintenance expense—affiliate
|
||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
1
|
|
|
1
|
|
||||
Services Agreements
|
93
|
|
|
51
|
|
|
28
|
|
||||
Total operating and maintenance expense—affiliate
|
93
|
|
|
52
|
|
|
29
|
|
||||
|
|
|
||||||||||
Development expense—affiliate
|
||||||||||||
Services Agreements
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
|
|
||||||||||
General and administrative expense—affiliate
|
||||||||||||
Services Agreements
|
68
|
|
|
78
|
|
|
111
|
|
Years Ending December 31,
|
Operating Leases (1)
|
||
2018
|
$
|
2
|
|
2019
|
2
|
|
|
2020
|
2
|
|
|
2021
|
2
|
|
|
2022
|
2
|
|
|
Thereafter
|
45
|
|
|
Total
|
$
|
55
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured
.
|
Years Ending December 31,
|
Payments Due (1)
|
||
2018
|
$
|
2,274
|
|
2019
|
1,527
|
|
|
2020
|
1,397
|
|
|
2021
|
981
|
|
|
2022
|
336
|
|
|
Thereafter
|
1,169
|
|
|
Total
|
$
|
7,684
|
|
|
(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, 2017
.
|
|
|
Percentage of Total Third-Party Revenues
|
|
Percentage of Accounts Receivable from Third Parties
|
||||||
|
|
Year Ended December 31,
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
Customer A
|
|
39%
|
|
52%
|
|
—%
|
|
39%
|
|
47%
|
Customer B
|
|
27%
|
|
*
|
|
—%
|
|
32%
|
|
50%
|
Customer C
|
|
23%
|
|
—%
|
|
—%
|
|
26%
|
|
—%
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the period for interest, net of amounts capitalized
|
$
|
438
|
|
|
$
|
231
|
|
|
$
|
135
|
|
Non-cash conveyance of assets
|
—
|
|
|
—
|
|
|
13
|
|
Standard
|
|
Description
|
|
Expected 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 will adopt this standard on January 1, 2018 using the full retrospective approach. The adoption of this standard will not have a material impact upon our Consolidated Financial Statements but will result in significant additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and assumptions used in applying the standard. For the purpose of these Consolidated Financial Statements, we have retrospectively applied this standard and have included the additional disclosures at
Note 11—Revenues from Contracts with Customers
.
|
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 must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases on our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition.
|
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
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues—affiliate
|
|
$
|
155
|
|
|
$
|
135
|
|
|
$
|
167
|
|
|
|
|
|
|
|
|
||||||
Operating and maintenance expense—affiliate
|
|
219
|
|
|
328
|
|
|
421
|
|
|||
|
|
|
|
|
|
|
||||||
Loss from operations
|
|
(64
|
)
|
|
(193
|
)
|
|
(254
|
)
|
|||
|
|
|
|
|
|
|
||||||
Equity income (loss) of affiliates
|
|
718
|
|
|
70
|
|
|
(74
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
654
|
|
|
$
|
(123
|
)
|
|
$
|
(328
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by (used in) operating activities
|
$
|
475
|
|
|
$
|
(178
|
)
|
|
$
|
(245
|
)
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Investments in subsidiaries
|
(130
|
)
|
|
(2,422
|
)
|
|
(91
|
)
|
|||
Distributions received from affiliates, net
|
856
|
|
|
360
|
|
|
337
|
|
|||
Net cash provided by (used in) investing activities
|
726
|
|
|
(2,062
|
)
|
|
246
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|||||
Capital contributions
|
219
|
|
|
2,439
|
|
|
91
|
|
|||
Distributions
|
(1,431
|
)
|
|
(216
|
)
|
|
(84
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,212
|
)
|
|
2,223
|
|
|
7
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(11
|
)
|
|
(17
|
)
|
|
8
|
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
12
|
|
|
29
|
|
|
21
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
29
|
|
|
December 31
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
1
|
|
|
12
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
1
|
|
|
$
|
12
|
|
|
|
Unsatisfied
Transaction Price
(in millions)
|
|
Weighted Average Recognition Timing (years) (1)
|
|||
Revenues—affiliate
|
|
$
|
124
|
|
|
10.1
|
|
|
(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.
|
Bcf/d
|
|
billion cubic feet per day
|
Bcfe
|
|
billion cubic feet equivalent
|
EPC
|
|
engineering, procurement and construction
|
GAAP
|
|
generally accepted accounting principles in the United States
|
Henry Hub
|
|
the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin
|
LIBOR
|
|
London Interbank Offered Rate
|
LNG
|
|
liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
|
MMBtu
|
|
million British thermal units, an energy unit
|
mtpa
|
|
million tonnes per annum
|
SPA
|
|
LNG sale and purchase agreement
|
TBtu
|
|
trillion British thermal units, an energy unit
|
Train
|
|
an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
|
TUA
|
|
terminal use agreement
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
556
|
|
|
359
|
|
||
Accounts and other receivables
|
|
190
|
|
|
90
|
|
||
Accounts receivable—affiliate
|
|
163
|
|
|
100
|
|
||
Advances to affiliate
|
|
32
|
|
|
32
|
|
||
Inventory
|
|
94
|
|
|
96
|
|
||
Other current assets
|
|
55
|
|
|
26
|
|
||
Other current assets—affiliate
|
|
1
|
|
|
1
|
|
||
Total current assets
|
|
1,091
|
|
|
704
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
14,518
|
|
|
13,512
|
|
||
Debt issuance costs, net
|
|
18
|
|
|
59
|
|
||
Non-current derivative assets
|
|
17
|
|
|
67
|
|
||
Other non-current assets, net
|
|
197
|
|
|
214
|
|
||
Total assets
|
|
$
|
15,841
|
|
|
$
|
14,556
|
|
|
|
|
|
|
||||
LIABILITIES AND MEMBER’S EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
11
|
|
|
$
|
26
|
|
Accrued liabilities
|
|
613
|
|
|
415
|
|
||
Current debt
|
|
—
|
|
|
224
|
|
||
Due to affiliates
|
|
72
|
|
|
35
|
|
||
Deferred revenue
|
|
111
|
|
|
73
|
|
||
Deferred revenue—affiliate
|
|
1
|
|
|
11
|
|
||
Derivative liabilities
|
|
—
|
|
|
11
|
|
||
Total current liabilities
|
|
808
|
|
|
795
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
13,477
|
|
|
11,649
|
|
||
Non-current deferred revenue
|
|
1
|
|
|
5
|
|
||
Non-current derivative liabilities
|
|
3
|
|
|
2
|
|
||
Other non-current liabilities
|
|
10
|
|
|
—
|
|
||
Other non-current liabilities—affiliate
|
|
25
|
|
|
26
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (see Note 14)
|
|
|
|
|
||||
|
|
|
|
|
||||
Member’s equity
|
|
1,517
|
|
|
2,079
|
|
||
Total liabilities and member’s equity
|
|
$
|
15,841
|
|
|
$
|
14,556
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
LNG revenues
|
$
|
2,635
|
|
|
$
|
539
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
1,389
|
|
|
294
|
|
|
—
|
|
|||
Regasification revenues
|
260
|
|
|
259
|
|
|
259
|
|
|||
Regasification revenues—affiliate
|
64
|
|
|
193
|
|
|
254
|
|
|||
Other revenues
|
20
|
|
|
4
|
|
|
7
|
|
|||
Other revenues—affiliate
|
—
|
|
|
4
|
|
|
3
|
|
|||
Total revenues
|
4,368
|
|
|
1,293
|
|
|
523
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)
|
2,317
|
|
|
410
|
|
|
(31
|
)
|
|||
Cost of sales—affiliate
|
—
|
|
|
2
|
|
|
—
|
|
|||
Operating and maintenance expense
|
279
|
|
|
116
|
|
|
57
|
|
|||
Operating and maintenance expense—affiliate
|
157
|
|
|
86
|
|
|
24
|
|
|||
Development expense
|
3
|
|
|
—
|
|
|
3
|
|
|||
Development expense—affiliate
|
—
|
|
|
—
|
|
|
1
|
|
|||
General and administrative expense
|
7
|
|
|
8
|
|
|
9
|
|
|||
General and administrative expense—affiliate
|
67
|
|
|
77
|
|
|
102
|
|
|||
Depreciation and amortization expense
|
319
|
|
|
136
|
|
|
47
|
|
|||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
3,151
|
|
|
835
|
|
|
212
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
1,217
|
|
|
458
|
|
|
311
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(503
|
)
|
|
(333
|
)
|
|
(197
|
)
|
|||
Loss on early extinguishment of debt
|
(42
|
)
|
|
(70
|
)
|
|
(96
|
)
|
|||
Derivative loss, net
|
(2
|
)
|
|
(6
|
)
|
|
(42
|
)
|
|||
Other income
|
7
|
|
|
1
|
|
|
—
|
|
|||
Total other expense
|
(540
|
)
|
|
(408
|
)
|
|
(335
|
)
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
677
|
|
|
$
|
50
|
|
|
$
|
(24
|
)
|
|
Cheniere Energy Investments, LLC
|
|
Total Member’s Equity
|
||||
Balance at December 31, 2014
|
$
|
626
|
|
|
$
|
626
|
|
Contributions
|
74
|
|
|
74
|
|
||
Distributions
|
(347
|
)
|
|
(347
|
)
|
||
Net loss
|
(24
|
)
|
|
(24
|
)
|
||
Balance at December 31, 2015
|
329
|
|
|
329
|
|
||
Contributions
|
2,011
|
|
|
2,011
|
|
||
Distributions
|
(311
|
)
|
|
(311
|
)
|
||
Net income
|
50
|
|
|
50
|
|
||
Balance at December 31, 2016
|
2,079
|
|
|
2,079
|
|
||
Contributions
|
111
|
|
|
111
|
|
||
Distributions
|
(1,350
|
)
|
|
(1,350
|
)
|
||
Net income
|
677
|
|
|
677
|
|
||
Balance at December 31, 2017
|
$
|
1,517
|
|
|
$
|
1,517
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
677
|
|
|
$
|
50
|
|
|
$
|
(24
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Non-cash LNG inventory write-downs
|
—
|
|
|
—
|
|
|
18
|
|
|||
Depreciation and amortization expense
|
319
|
|
|
136
|
|
|
47
|
|
|||
Amortization of debt issuance costs, deferred commitment fees, premium and discount
|
19
|
|
|
20
|
|
|
11
|
|
|||
Loss on early extinguishment of debt
|
42
|
|
|
70
|
|
|
96
|
|
|||
Total losses (gains) on derivatives, net
|
26
|
|
|
(36
|
)
|
|
7
|
|
|||
Net cash used for settlement of derivative instruments
|
(14
|
)
|
|
(7
|
)
|
|
(41
|
)
|
|||
Other
|
13
|
|
|
9
|
|
|
8
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables
|
(100
|
)
|
|
(90
|
)
|
|
—
|
|
|||
Accounts receivable—affiliate
|
(62
|
)
|
|
(98
|
)
|
|
1
|
|
|||
Advances to affiliate
|
(14
|
)
|
|
2
|
|
|
(10
|
)
|
|||
Inventory
|
12
|
|
|
(58
|
)
|
|
(24
|
)
|
|||
Accounts payable and accrued liabilities
|
190
|
|
|
168
|
|
|
(3
|
)
|
|||
Due to affiliates
|
26
|
|
|
(6
|
)
|
|
11
|
|
|||
Deferred revenue
|
34
|
|
|
42
|
|
|
(4
|
)
|
|||
Other, net
|
(2
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|||
Other, net—affiliate
|
(12
|
)
|
|
(9
|
)
|
|
3
|
|
|||
Net cash provided by operating activities
|
1,154
|
|
|
188
|
|
|
86
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
(1,298
|
)
|
|
(2,307
|
)
|
|
(2,866
|
)
|
|||
Other
|
—
|
|
|
(37
|
)
|
|
(62
|
)
|
|||
Net cash used in investing activities
|
(1,298
|
)
|
|
(2,344
|
)
|
|
(2,928
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuances of debt
|
2,314
|
|
|
5,443
|
|
|
2,860
|
|
|||
Repayments of debt
|
(703
|
)
|
|
(4,851
|
)
|
|
—
|
|
|||
Debt issuance and deferred financing costs
|
(29
|
)
|
|
(42
|
)
|
|
(169
|
)
|
|||
Debt extinguishment costs
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Capital contributions
|
109
|
|
|
2,002
|
|
|
67
|
|
|||
Distributions
|
(1,350
|
)
|
|
(311
|
)
|
|
(337
|
)
|
|||
Net cash provided by financing activities
|
341
|
|
|
2,227
|
|
|
2,421
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
197
|
|
|
71
|
|
|
(421
|
)
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
359
|
|
|
288
|
|
|
709
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
556
|
|
|
$
|
359
|
|
|
$
|
288
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
556
|
|
|
359
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
556
|
|
|
$
|
359
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Current restricted cash
|
|
|
|
|
||||
Liquefaction Project
|
|
$
|
544
|
|
|
$
|
358
|
|
Cash held by Cheniere Partners’ guarantor subsidiaries, including us
|
|
12
|
|
|
1
|
|
||
Total current restricted cash
|
|
$
|
556
|
|
|
$
|
359
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
SPL trade receivable
|
|
$
|
185
|
|
|
$
|
88
|
|
Other accounts receivable
|
|
5
|
|
|
2
|
|
||
Total accounts and other receivables
|
|
$
|
190
|
|
|
$
|
90
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Natural gas
|
|
$
|
17
|
|
|
$
|
15
|
|
LNG
|
|
26
|
|
|
45
|
|
||
Materials and other
|
|
51
|
|
|
36
|
|
||
Total inventory
|
|
$
|
94
|
|
|
$
|
96
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
11,956
|
|
|
$
|
7,250
|
|
LNG terminal construction-in-process
|
|
3,289
|
|
|
6,680
|
|
||
Accumulated depreciation
|
|
(732
|
)
|
|
(424
|
)
|
||
Total LNG terminal costs, net
|
|
14,513
|
|
|
13,506
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Fixed assets
|
|
14
|
|
|
12
|
|
||
Accumulated depreciation
|
|
(9
|
)
|
|
(6
|
)
|
||
Total fixed assets, net
|
|
5
|
|
|
6
|
|
||
Property, plant and equipment, net
|
|
$
|
14,518
|
|
|
$
|
13,512
|
|
Components
|
|
Useful life (yrs)
|
LNG storage tanks
|
|
50
|
Marine berth, electrical, facility and roads
|
|
35
|
Regasification processing equipment
|
|
30
|
Sendout pumps
|
|
20
|
Liquefaction processing equipment
|
|
6-50
|
Other
|
|
15-30
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
Interest Rate Derivatives liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Liquefaction Supply Derivatives asset (liability)
|
2
|
|
|
10
|
|
|
43
|
|
|
55
|
|
|
(4
|
)
|
|
(2
|
)
|
|
79
|
|
|
73
|
|
|
|
Net Fair Value Asset
(in millions)
|
|
Valuation Approach
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$43
|
|
Market approach incorporating present value techniques
|
|
Basis Spread
|
|
$(0.503) - $0.432
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of period
|
|
$
|
79
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Realized and mark-to-market gains (losses):
|
|
|
|
|
|
|
||||||
Included in cost of sales (1)
|
|
(37
|
)
|
|
48
|
|
|
32
|
|
|||
Purchases and settlements:
|
|
|
|
|
|
|
||||||
Purchases
|
|
14
|
|
|
1
|
|
|
—
|
|
|||
Settlements (1)
|
|
(12
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Transfers out of Level 3
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
|
$
|
43
|
|
|
$
|
79
|
|
|
$
|
32
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
(37
|
)
|
|
$
|
49
|
|
|
$
|
32
|
|
|
(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
.
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
|
Consolidated Balance Sheet Location
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Interest Rate Derivatives
|
|
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Interest Rate Derivatives
|
|
Non-current derivative liabilities
|
|
—
|
|
|
(2
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest Rate Derivatives loss
|
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
|
$
|
(42
|
)
|
|
|
Fair Value Measurements as of (1)
|
||||||
Consolidated Balance Sheet Location
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Other current assets
|
|
$
|
41
|
|
|
$
|
13
|
|
Non-current derivative assets
|
|
17
|
|
|
67
|
|
||
Total derivative assets
|
|
58
|
|
|
80
|
|
||
|
|
|
|
|
||||
Derivative liabilities
|
|
—
|
|
|
(7
|
)
|
||
Non-current derivative liabilities
|
|
(3
|
)
|
|
—
|
|
||
Total derivative liabilities
|
|
(3
|
)
|
|
(7
|
)
|
||
|
|
|
|
|
||||
Derivative asset, net
|
|
$
|
55
|
|
|
$
|
73
|
|
|
(1)
|
Does not include a collateral call of
$1 million
and a collateral deposit of
$6 million
for such contracts, which are included in
other current assets
in our Consolidated Balance Sheets as of
December 31, 2017
and
2016
, respectively.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Consolidated Statement of Operations Location (1)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Liquefaction Supply Derivatives loss (gain) (2)
|
Cost (cost recovery) of sales
|
|
$
|
24
|
|
|
$
|
(42
|
)
|
|
$
|
(33
|
)
|
|
(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.
|
|
|
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, 2017
|
|
|
|
|
|
|
||||||
Liquefaction Supply Derivatives
|
|
$
|
64
|
|
|
$
|
(6
|
)
|
|
$
|
58
|
|
Liquefaction Supply Derivatives
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
As of December 31, 2016
|
|
|
|
|
|
|
||||||
Interest Rate Derivatives
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Liquefaction Supply Derivatives
|
|
82
|
|
|
(2
|
)
|
|
80
|
|
|||
Liquefaction Supply Derivatives
|
|
(11
|
)
|
|
4
|
|
|
(7
|
)
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
26
|
|
|
$
|
23
|
|
Advances made to municipalities for water system enhancements
|
|
93
|
|
|
95
|
|
||
Advances and other asset conveyances to third parties to support LNG terminals
|
|
30
|
|
|
31
|
|
||
Tax-related payments and receivables
|
|
25
|
|
|
28
|
|
||
Information technology service assets
|
|
22
|
|
|
26
|
|
||
Other
|
|
1
|
|
|
11
|
|
||
Total other non-current assets, net
|
|
$
|
197
|
|
|
$
|
214
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Interest costs and related debt fees
|
|
$
|
229
|
|
|
$
|
204
|
|
Sabine Pass LNG terminal costs
|
|
384
|
|
|
211
|
|
||
Total accrued liabilities
|
|
$
|
613
|
|
|
$
|
415
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Long-term debt:
|
|
|
|
|
||||
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $6 and $7
|
|
$
|
2,006
|
|
|
$
|
2,007
|
|
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”), net of unamortized premium of $5 and $6
|
|
1,505
|
|
|
1,506
|
|
||
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”), net of unamortized discount of $1 and zero
|
|
1,349
|
|
|
—
|
|
||
5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”)
|
|
800
|
|
|
—
|
|
||
2015 SPL Credit Facilities
|
|
—
|
|
|
314
|
|
||
Unamortized debt issuance costs
|
|
(183
|
)
|
|
(178
|
)
|
||
Total long-term debt, net
|
|
13,477
|
|
|
11,649
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
|
—
|
|
|
224
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
13,477
|
|
|
$
|
11,873
|
|
Years Ending December 31,
|
|
Principal Payments
|
||
2018
|
|
$
|
—
|
|
2019
|
|
—
|
|
|
2020
|
|
—
|
|
|
2021
|
|
2,000
|
|
|
2022
|
|
1,000
|
|
|
Thereafter
|
|
10,650
|
|
|
Total
|
|
$
|
13,650
|
|
|
|
SPL Working Capital Facility
|
||
Original facility size
|
|
$
|
1,200
|
|
Less:
|
|
|
||
Outstanding balance
|
|
—
|
|
|
Letters of credit issued
|
|
730
|
|
|
Available commitment
|
|
$
|
470
|
|
|
|
|
||
Interest rate
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
||
Maturity date
|
|
December 31, 2020, with various terms for underlying loans
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total interest cost
|
|
$
|
788
|
|
|
$
|
796
|
|
|
$
|
689
|
|
Capitalized interest
|
|
(285
|
)
|
|
(463
|
)
|
|
(492
|
)
|
|||
Total interest expense, net
|
|
$
|
503
|
|
|
$
|
333
|
|
|
$
|
197
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Senior notes, net of premium or discount (1)
|
|
$
|
12,860
|
|
|
$
|
13,955
|
|
|
$
|
11,513
|
|
|
$
|
12,309
|
|
2037 SPL Senior Notes (2)
|
|
800
|
|
|
871
|
|
|
—
|
|
|
—
|
|
||||
Credit facilities (3)
|
|
—
|
|
|
—
|
|
|
538
|
|
|
538
|
|
|
(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
and
2028 SPL 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 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
2015 SPL Credit Facilities
and
SPL Working Capital Facility
. 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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
LNG revenues
|
|
$
|
2,615
|
|
|
$
|
535
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
|
1,389
|
|
|
294
|
|
|
—
|
|
|||
Regasification revenues
|
|
260
|
|
|
259
|
|
|
259
|
|
|||
Regasification revenues—affiliate
|
|
64
|
|
|
193
|
|
|
254
|
|
|||
Other revenues
|
|
20
|
|
|
4
|
|
|
7
|
|
|||
Other revenues—affiliate
|
|
—
|
|
|
4
|
|
|
3
|
|
|||
Total revenues from customers
|
|
4,348
|
|
|
1,289
|
|
|
523
|
|
|||
Revenues from derivative instruments (1)
|
|
20
|
|
|
4
|
|
|
—
|
|
|||
Total revenues
|
|
$
|
4,368
|
|
|
$
|
1,293
|
|
|
$
|
523
|
|
|
(1)
|
Relates to the realized value associated with a portion of derivative instruments that settle through physical delivery.
|
Period
|
|
Percentage of TUA Fees Receivable from
Cheniere Investments
|
|
Percentage of TUA Fees Receivable from SPL
|
Prior to May 2016 (substantial completion of Train 1)
|
|
100%
|
|
0%
|
May 2016 - September 2016 (substantial completion of Train 2)
|
|
75%
|
|
25%
|
September 2016 - March 2017 (substantial completion of Train 3)
|
|
50%
|
|
50%
|
March 2017 - October 2017 (substantial completion of Train 4)
|
|
25%
|
|
75%
|
Thereafter
|
|
0%
|
|
100%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred revenues, beginning of period
|
|
$
|
78
|
|
|
$
|
36
|
|
|
$
|
40
|
|
Cash received but not yet recognized
|
|
110
|
|
|
71
|
|
|
25
|
|
|||
Revenue recognized from prior period deferral
|
|
(76
|
)
|
|
(29
|
)
|
|
(29
|
)
|
|||
Deferred revenues, end of period
|
|
$
|
112
|
|
|
$
|
78
|
|
|
$
|
36
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred revenues—affiliate, beginning of period
|
|
$
|
11
|
|
|
$
|
22
|
|
|
$
|
22
|
|
Cash received but not yet recognized
|
|
—
|
|
|
10
|
|
|
21
|
|
|||
Revenue recognized from prior period deferral
|
|
(10
|
)
|
|
(21
|
)
|
|
(21
|
)
|
|||
Deferred revenues—affiliate, end of period
|
|
$
|
1
|
|
|
$
|
11
|
|
|
$
|
22
|
|
|
|
Unsatisfied
Transaction Price
(in billions)
|
|
Weighted Average Recognition Timing (years) (1)
|
|||
LNG revenues
|
|
$
|
55.7
|
|
|
10.2
|
|
Regasification revenues
|
|
2.9
|
|
|
5.7
|
|
|
Total revenues
|
|
$
|
58.6
|
|
|
|
|
(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.
|
(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. During the
year ended December 31, 2017
,
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
LNG revenues—affiliate
|
||||||||||||
Cheniere Marketing SPA and Cheniere Marketing Master SPA
|
$
|
1,389
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
|
||||||||||||
Regasification revenues—affiliate
|
||||||||||||
TUA fees from Cheniere Investments
|
64
|
|
|
193
|
|
|
254
|
|
||||
|
|
|
|
|
|
|||||||
Other revenues—affiliate
|
||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
1
|
|
|
1
|
|
||||
Terminal Marine Services Agreement
|
—
|
|
|
3
|
|
|
2
|
|
||||
Total other revenues—affiliate
|
—
|
|
|
4
|
|
|
3
|
|
||||
|
||||||||||||
Cost of sales—affiliate
|
||||||||||||
Fees under the Pre-commercial LNG Marketing Agreement
|
—
|
|
|
2
|
|
|
—
|
|
||||
|
||||||||||||
Operating and maintenance expense—affiliate
|
||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
1
|
|
|
1
|
|
||||
Natural Gas Transportation Agreement
|
73
|
|
|
40
|
|
|
—
|
|
||||
Services Agreements
|
84
|
|
|
45
|
|
|
23
|
|
||||
Total operating and maintenance expense—affiliate
|
157
|
|
|
86
|
|
|
24
|
|
||||
|
||||||||||||
Development expense—affiliate
|
||||||||||||
Services Agreements
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
||||||||||||
General and administrative expense—affiliate
|
||||||||||||
Services Agreements
|
67
|
|
|
77
|
|
|
102
|
|
Years Ending December 31,
|
Operating Leases (1)
|
||
2018
|
$
|
2
|
|
2019
|
2
|
|
|
2020
|
2
|
|
|
2021
|
2
|
|
|
2022
|
2
|
|
|
Thereafter
|
38
|
|
|
Total
|
$
|
48
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured
.
|
Years Ending December 31,
|
Payments Due (1)
|
||
2018
|
$
|
2,274
|
|
2019
|
1,527
|
|
|
2020
|
1,397
|
|
|
2021
|
981
|
|
|
2022
|
336
|
|
|
Thereafter
|
1,169
|
|
|
Total
|
$
|
7,684
|
|
|
(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, 2017
.
|
|
|
Percentage of Total Third-Party Revenues
|
|
Percentage of Accounts Receivable from Third Parties
|
||||||
|
|
Year Ended December 31,
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
Customer A
|
|
39%
|
|
52%
|
|
—%
|
|
39%
|
|
47%
|
Customer B
|
|
27%
|
|
*
|
|
—%
|
|
32%
|
|
50%
|
Customer C
|
|
23%
|
|
—%
|
|
—%
|
|
26%
|
|
—%
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the period for interest, net of amounts capitalized
|
|
$
|
438
|
|
|
$
|
229
|
|
|
$
|
123
|
|
Non-cash contributions from member for certain operating activities
|
|
2
|
|
|
9
|
|
|
7
|
|
|||
Non-cash distributions to affiliates for conveyance of assets
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Non-cash conveyance of assets to non-affiliate
|
|
—
|
|
|
—
|
|
|
13
|
|
Standard
|
|
Description
|
|
Expected 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 will adopt this standard on January 1, 2018 using the full retrospective approach. The adoption of this standard will not have a material impact upon our Consolidated Financial Statements but will result in significant additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and assumptions used in applying the standard. For the purpose of these Consolidated Financial Statements, we have retrospectively applied this standard and have included the additional disclosures at
Note 11—Revenues from Contracts with Customers
.
|
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 must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases on our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We have not yet determined whether we will elect any other practical expedients upon transition.
|
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
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Equity income (loss) of affiliates
|
|
679
|
|
|
53
|
|
|
(24
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
679
|
|
|
$
|
53
|
|
|
$
|
(24
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by (used in) operating activities
|
$
|
428
|
|
|
$
|
247
|
|
|
$
|
242
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Investments in subsidiaries
|
(108
|
)
|
|
(2,002
|
)
|
|
(67
|
)
|
|||
Distributions received from affiliates, net
|
921
|
|
|
64
|
|
|
95
|
|
|||
Net cash provided by (used in) investing activities
|
813
|
|
|
(1,938
|
)
|
|
28
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|||||
Capital contributions
|
109
|
|
|
2,002
|
|
|
67
|
|
|||
Distributions
|
(1,350
|
)
|
|
(311
|
)
|
|
(337
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,241
|
)
|
|
1,691
|
|
|
(270
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents—beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents—end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bcf/d
|
|
billion cubic feet per day
|
Bcfe
|
|
billion cubic feet equivalent
|
GAAP
|
|
generally accepted accounting principles in the United States
|
LNG
|
|
liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
|
Train
|
|
an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
|
TUA
|
|
terminal use agreement
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
Regasification revenues
|
$
|
260,201
|
|
|
$
|
259,314
|
|
|
$
|
258,833
|
|
Regasification revenues—affiliate
|
254,891
|
|
|
254,013
|
|
|
253,538
|
|
|||
Other revenues
|
19,351
|
|
|
3,716
|
|
|
6,804
|
|
|||
Other revenues—affiliate
|
24,676
|
|
|
17,688
|
|
|
3,864
|
|
|||
Total revenues
|
559,119
|
|
|
534,731
|
|
|
523,039
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
Operating and maintenance expense
|
37,458
|
|
|
41,436
|
|
|
35,004
|
|
|||
Operating and maintenance expense—affiliate
|
18,036
|
|
|
18,029
|
|
|
22,792
|
|
|||
Development expense
|
356
|
|
|
—
|
|
|
—
|
|
|||
Development expense—affiliate
|
1
|
|
|
—
|
|
|
—
|
|
|||
General and administrative expense
|
318
|
|
|
924
|
|
|
3,276
|
|
|||
General and administrative expense—affiliate
|
9,005
|
|
|
9,056
|
|
|
14,182
|
|
|||
Depreciation and amortization expense
|
54,843
|
|
|
53,201
|
|
|
44,985
|
|
|||
Loss (gain) on disposal of assets
|
1,659
|
|
|
(8
|
)
|
|
(22
|
)
|
|||
Total operating costs and expenses
|
121,676
|
|
|
122,638
|
|
|
120,217
|
|
|||
|
|
|
|
|
|
||||||
Income from operations
|
437,443
|
|
|
412,093
|
|
|
402,822
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense
|
(9,113
|
)
|
|
(147,635
|
)
|
|
(161,134
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(18,188
|
)
|
|
—
|
|
|||
Other income
|
27
|
|
|
526
|
|
|
89
|
|
|||
Total other expense
|
(9,086
|
)
|
|
(165,297
|
)
|
|
(161,045
|
)
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
428,357
|
|
|
$
|
246,796
|
|
|
$
|
241,777
|
|
|
|
General Partner Sabine Pass
LNG-GP, LLC |
|
Limited Partner Sabine Pass
LNG-LP, LLC |
|
Total
Partners’ Equity (Deficit) |
||||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
(646,471
|
)
|
|
$
|
(646,471
|
)
|
Net income
|
|
—
|
|
|
241,777
|
|
|
241,777
|
|
|||
Contributions
|
|
—
|
|
|
140,130
|
|
|
140,130
|
|
|||
Distributions
|
|
—
|
|
|
(337,320
|
)
|
|
(337,320
|
)
|
|||
Balance at December 31, 2015
|
|
—
|
|
|
(601,884
|
)
|
|
(601,884
|
)
|
|||
Net income
|
|
—
|
|
|
246,796
|
|
|
246,796
|
|
|||
Contributions
|
|
—
|
|
|
2,262,510
|
|
|
2,262,510
|
|
|||
Distributions
|
|
—
|
|
|
(310,653
|
)
|
|
(310,653
|
)
|
|||
Balance at December 31, 2016
|
|
—
|
|
|
1,596,769
|
|
|
1,596,769
|
|
|||
Net income
|
|
—
|
|
|
428,357
|
|
|
428,357
|
|
|||
Contributions
|
|
—
|
|
|
102,618
|
|
|
102,618
|
|
|||
Distributions
|
|
—
|
|
|
(567,553
|
)
|
|
(567,553
|
)
|
|||
Balance at December 31, 2017
|
|
$
|
—
|
|
|
$
|
1,560,191
|
|
|
$
|
1,560,191
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
428,357
|
|
|
$
|
246,796
|
|
|
$
|
241,777
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
54,843
|
|
|
53,201
|
|
|
44,985
|
|
|||
Non-cash interest expense
|
9,113
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issuance costs and discount
|
—
|
|
|
8,183
|
|
|
8,922
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
18,188
|
|
|
—
|
|
|||
Other
|
1,659
|
|
|
10
|
|
|
887
|
|
|||
Other—affiliate
|
2,183
|
|
|
8,714
|
|
|
7,216
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable—affiliate
|
(1,716
|
)
|
|
(738
|
)
|
|
307
|
|
|||
Advances to affiliate
|
(658
|
)
|
|
1,136
|
|
|
(5,286
|
)
|
|||
Inventory
|
1,423
|
|
|
2,387
|
|
|
(5,972
|
)
|
|||
Accounts payable and accrued liabilities
|
(482
|
)
|
|
(10,835
|
)
|
|
2,360
|
|
|||
Due to affiliates
|
5,921
|
|
|
(6,570
|
)
|
|
4,671
|
|
|||
Deferred revenue
|
(3,893
|
)
|
|
(3,960
|
)
|
|
(3,986
|
)
|
|||
Other, net
|
1,284
|
|
|
3,714
|
|
|
(6,005
|
)
|
|||
Other—affiliate
|
8
|
|
|
539
|
|
|
2,617
|
|
|||
Net cash provided by operating activities
|
498,042
|
|
|
320,765
|
|
|
292,493
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
(20,274
|
)
|
|
(5,386
|
)
|
|
(5,391
|
)
|
|||
Other
|
—
|
|
|
(4,537
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(20,274
|
)
|
|
(9,923
|
)
|
|
(5,391
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Repayments of debt
|
—
|
|
|
(2,085,500
|
)
|
|
—
|
|
|||
Debt extinguishment costs
|
—
|
|
|
(13,651
|
)
|
|
—
|
|
|||
Capital contributions
|
100,435
|
|
|
2,000,994
|
|
|
52,400
|
|
|||
Distributions
|
(567,553
|
)
|
|
(310,653
|
)
|
|
(337,320
|
)
|
|||
Net cash used in financing activities
|
(467,118
|
)
|
|
(408,810
|
)
|
|
(284,920
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
10,650
|
|
|
(97,968
|
)
|
|
2,182
|
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
739
|
|
|
98,707
|
|
|
96,525
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
11,389
|
|
|
$
|
739
|
|
|
$
|
98,707
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
11,389
|
|
|
739
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
11,389
|
|
|
$
|
739
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
LNG
|
|
$
|
539
|
|
|
$
|
402
|
|
Materials and other
|
|
8,435
|
|
|
6,857
|
|
||
Total inventory
|
|
$
|
8,974
|
|
|
$
|
7,259
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
1,993,215
|
|
|
$
|
1,980,019
|
|
LNG terminal construction-in-process
|
|
11,148
|
|
|
8,840
|
|
||
LNG site and related costs
|
|
120
|
|
|
128
|
|
||
Accumulated depreciation
|
|
(401,512
|
)
|
|
(347,987
|
)
|
||
Total LNG terminal costs, net
|
|
1,602,971
|
|
|
1,641,000
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Fixed assets
|
|
2,255
|
|
|
2,617
|
|
||
Accumulated depreciation
|
|
(2,172
|
)
|
|
(2,484
|
)
|
||
Total fixed assets, net
|
|
83
|
|
|
133
|
|
||
Property, plant and equipment, net
|
|
$
|
1,603,054
|
|
|
$
|
1,641,133
|
|
Components
|
|
Useful life (yrs)
|
LNG storage tanks
|
|
50
|
Marine berth, electrical, facility and roads
|
|
35
|
Regasification processing equipment
|
|
30
|
Sendout pumps
|
|
20
|
Other
|
|
15-30
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Regasification revenues
|
|
$
|
260,201
|
|
|
$
|
259,314
|
|
|
$
|
258,833
|
|
Regasification revenues—affiliate
|
|
254,891
|
|
|
254,013
|
|
|
253,538
|
|
|||
Other revenues
|
|
19,351
|
|
|
3,716
|
|
|
6,804
|
|
|||
Other revenues—affiliate
|
|
24,676
|
|
|
17,688
|
|
|
3,864
|
|
|||
Total revenues
|
|
$
|
559,119
|
|
|
$
|
534,731
|
|
|
$
|
523,039
|
|
Period
|
|
Percentage of TUA Fees Receivable from
Cheniere Investments |
|
Percentage of TUA Fees Receivable from SPL
|
Prior to May 2016 (substantial completion of Train 1)
|
|
100%
|
|
0%
|
May 2016 - September 2016 (substantial completion of Train 2)
|
|
75%
|
|
25%
|
September 2016 - March 2017 (substantial completion of Train 3)
|
|
50%
|
|
50%
|
March 2017 - October 2017 (substantial completion of Train 4)
|
|
25%
|
|
75%
|
Thereafter
|
|
0%
|
|
100%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred revenues, beginning of period
|
|
$
|
32,209
|
|
|
$
|
36,169
|
|
|
$
|
40,155
|
|
Cash received but not yet recognized
|
|
25,384
|
|
|
25,276
|
|
|
25,253
|
|
|||
Revenue recognized from prior period deferral
|
|
(29,276
|
)
|
|
(29,236
|
)
|
|
(29,239
|
)
|
|||
Deferred revenues, end of period
|
|
$
|
28,317
|
|
|
$
|
32,209
|
|
|
$
|
36,169
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred revenues—affiliate, beginning of period
|
|
$
|
46,417
|
|
|
$
|
43,925
|
|
|
$
|
41,465
|
|
Cash received but not yet recognized
|
|
21,258
|
|
|
23,620
|
|
|
23,591
|
|
|||
Revenue recognized from prior period deferral
|
|
(21,168
|
)
|
|
(21,128
|
)
|
|
(21,131
|
)
|
|||
Deferred revenues—affiliate, end of period
|
|
$
|
46,507
|
|
|
$
|
46,417
|
|
|
$
|
43,925
|
|
|
|
Unsatisfied
Transaction Price (in billions) |
|
Weighted Average Recognition Timing (years) (1)
|
|||
Regasification revenues
|
|
$
|
2.9
|
|
|
5.7
|
|
Regasification revenues—affiliate
|
|
4.6
|
|
|
9.2
|
|
|
Total revenues
|
|
$
|
7.5
|
|
|
|
|
(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.
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
Regasification revenues—affiliate
|
||||||||||||
TUA fees from Cheniere Investments
|
$
|
64,408
|
|
|
$
|
193,497
|
|
|
$
|
253,538
|
|
|
TUA fees from SPL
|
190,483
|
|
|
60,516
|
|
|
—
|
|
||||
Total regasification revenues—affiliate
|
254,891
|
|
|
254,013
|
|
|
253,538
|
|
||||
|
||||||||||||
Other revenues—affiliate
|
||||||||||||
Sale of natural gas under TUA
|
—
|
|
|
1,349
|
|
|
—
|
|
||||
Cargo loading fees under TUA
|
24,676
|
|
|
8,425
|
|
|
—
|
|
||||
Contracts for Sale of Natural Gas and LNG
|
—
|
|
|
5,047
|
|
|
1,072
|
|
||||
Other agreements
|
—
|
|
|
2,867
|
|
|
2,792
|
|
||||
Total other revenues—affiliate
|
24,676
|
|
|
17,688
|
|
|
3,864
|
|
||||
|
||||||||||||
Operating and maintenance expense—affiliate
|
||||||||||||
Contracts for Purchase of Natural Gas and LNG
|
—
|
|
|
607
|
|
|
1,121
|
|
||||
Services Agreements
|
19,040
|
|
|
18,563
|
|
|
22,315
|
|
||||
LNG Site Sublease Agreement
|
(960
|
)
|
|
(942
|
)
|
|
(712
|
)
|
||||
Other agreements
|
(44
|
)
|
|
(199
|
)
|
|
68
|
|
||||
Total operating and maintenance expense—affiliate
|
18,036
|
|
|
18,029
|
|
|
22,792
|
|
||||
|
||||||||||||
Development expense—affiliate
|
||||||||||||
Services Agreements
|
1
|
|
|
—
|
|
|
—
|
|
||||
|
||||||||||||
General and administrative expense—affiliate
|
||||||||||||
Services Agreements
|
9,005
|
|
|
9,056
|
|
|
14,182
|
|
Year ending December 31,
|
Operating Leases (1)
|
||
2018
|
$
|
1,536
|
|
2019
|
1,536
|
|
|
2020
|
1,536
|
|
|
2021
|
1,536
|
|
|
2022
|
1,536
|
|
|
Thereafter (2)
|
33,696
|
|
|
Total minimum payments required
|
$
|
41,376
|
|
|
(1)
|
Lease payments for our land leases do not take into account the
$26.4 million
sublease payments we will receive from SPL, as discussed in
Note 7—Related Party Transactions.
|
(2)
|
Includes certain lease option renewals that are reasonably assured for our land site leases
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the period for interest
|
|
$
|
—
|
|
|
$
|
154,412
|
|
|
$
|
152,213
|
|
Non-cash contributions for conveyance of assets under Cooperation Agreement
|
|
—
|
|
|
252,802
|
|
|
80,515
|
|
|||
Non-cash contributions from limited partner for certain operating activities
|
|
2,183
|
|
|
8,714
|
|
|
7,215
|
|
Standard
|
|
Description
|
|
Expected 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 will adopt this standard on January 1, 2018 using the full retrospective approach. The adoption of this standard will not have a material impact upon our Consolidated Financial Statements but will result in significant additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and assumptions used in applying the standard. For the purpose of these Consolidated Financial Statements, we have retrospectively applied this standard and have included the additional disclosures at
Note 6—Revenues from Contracts with Customers
.
|
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 must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases on our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We have not yet determined whether we will elect any other practical expedients upon transition.
|
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
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance did not have a material impact on our Consolidated Financial Statements or related disclosures.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues—affiliate
|
$
|
81,762
|
|
|
$
|
56,363
|
|
|
$
|
1,117
|
|
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
|
|||||
Operating and maintenance expense
|
7,709
|
|
|
4,774
|
|
|
2,689
|
|
|||
Operating and maintenance expense—affiliate
|
12,088
|
|
|
11,137
|
|
|
4,996
|
|
|||
General and administrative expense
|
1,589
|
|
|
1,103
|
|
|
3,399
|
|
|||
General and administrative expense—affiliate
|
1,336
|
|
|
695
|
|
|
9,031
|
|
|||
Depreciation and amortization expense
|
19,373
|
|
|
19,767
|
|
|
18,171
|
|
|||
Total expenses
|
42,095
|
|
|
37,476
|
|
|
38,286
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from operations
|
39,667
|
|
|
18,887
|
|
|
(37,169
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|||||
Interest expense, net of capitalized interest
|
—
|
|
|
(581
|
)
|
|
(13,562
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(1,457
|
)
|
|
—
|
|
|||
Other income (expense)
|
(3
|
)
|
|
(2
|
)
|
|
16
|
|
|||
Total other expense
|
(3
|
)
|
|
(2,040
|
)
|
|
(13,546
|
)
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
39,664
|
|
|
$
|
16,847
|
|
|
$
|
(50,715
|
)
|
|
|
General Partner Interest
|
|
Limited Partner Interest
|
|
Total Partners’
Equity |
||||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
227,269
|
|
|
$
|
227,269
|
|
Net loss
|
|
—
|
|
|
(50,715
|
)
|
|
(50,715
|
)
|
|||
Contributions
|
|
—
|
|
|
33,265
|
|
|
33,265
|
|
|||
Balance at December 31, 2015
|
|
—
|
|
|
209,819
|
|
|
209,819
|
|
|||
Net income
|
|
—
|
|
|
16,847
|
|
|
16,847
|
|
|||
Contributions
|
|
—
|
|
|
420,248
|
|
|
420,248
|
|
|||
Distributions
|
|
—
|
|
|
(49,479
|
)
|
|
(49,479
|
)
|
|||
Balance at December 31, 2016
|
|
—
|
|
|
597,435
|
|
|
597,435
|
|
|||
Net income
|
|
—
|
|
|
39,664
|
|
|
39,664
|
|
|||
Contributions
|
|
—
|
|
|
22,532
|
|
|
22,532
|
|
|||
Distributions
|
|
—
|
|
|
(81,742
|
)
|
|
(81,742
|
)
|
|||
Balance at December 31, 2017
|
|
$
|
—
|
|
|
$
|
577,889
|
|
|
$
|
577,889
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
39,664
|
|
|
$
|
16,847
|
|
|
$
|
(50,715
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
19,373
|
|
|
19,767
|
|
|
18,171
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
1,457
|
|
|
—
|
|
|||
Amortization of debt issuance costs and discount
|
|
—
|
|
|
192
|
|
|
1,034
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable—affiliate
|
|
—
|
|
|
(6,648
|
)
|
|
(188
|
)
|
|||
Inventory
|
|
116
|
|
|
(372
|
)
|
|
(554
|
)
|
|||
Accounts payable and accrued liabilities
|
|
(201
|
)
|
|
(1,379
|
)
|
|
(409
|
)
|
|||
Accrued liabilities—affiliate
|
|
2,107
|
|
|
(2,680
|
)
|
|
3,906
|
|
|||
Advances to affiliate
|
|
1,851
|
|
|
(1,417
|
)
|
|
(2,885
|
)
|
|||
Other
|
|
(2,809
|
)
|
|
(1,049
|
)
|
|
144
|
|
|||
Other—affiliate
|
|
(339
|
)
|
|
442
|
|
|
180
|
|
|||
Net cash provided by (used in) operating activities
|
|
59,762
|
|
|
25,160
|
|
|
(31,316
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
(600
|
)
|
|
(2,047
|
)
|
|
(18,621
|
)
|
|||
Other
|
|
—
|
|
|
(1,654
|
)
|
|
(555
|
)
|
|||
Net cash used in investing activities
|
|
(600
|
)
|
|
(3,701
|
)
|
|
(19,176
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
||||
Repayments of debt
|
|
—
|
|
|
(400,000
|
)
|
|
—
|
|
|||
Debt duration fees
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|||
Capital contributions
|
|
22,532
|
|
|
420,248
|
|
|
23,135
|
|
|||
Distributions
|
|
(81,742
|
)
|
|
(49,479
|
)
|
|
—
|
|
|||
Other
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(59,210
|
)
|
|
(29,244
|
)
|
|
22,135
|
|
|||
|
|
|
|
|
|
|
||||||
Net decrease in cash, cash equivalents and restricted cash
|
|
(48
|
)
|
|
(7,785
|
)
|
|
(28,357
|
)
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
|
96
|
|
|
7,881
|
|
|
36,238
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
|
$
|
48
|
|
|
$
|
96
|
|
|
$
|
7,881
|
|
|
|
December 31
|
||||||
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
48
|
|
|
96
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
48
|
|
|
$
|
96
|
|
•
|
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.
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Natural gas pipeline costs
|
|
|
|
|
||||
Natural gas pipeline
|
|
$
|
706,980
|
|
|
$
|
705,847
|
|
Natural gas pipeline construction-in-progress
|
|
86
|
|
|
653
|
|
||
Accumulated depreciation
|
|
(147,206
|
)
|
|
(129,045
|
)
|
||
Total natural gas pipeline costs, net
|
|
559,860
|
|
|
577,455
|
|
||
Fixed assets
|
|
|
|
|
||||
Fixed assets
|
|
7,290
|
|
|
7,138
|
|
||
Accumulated depreciation
|
|
(6,616
|
)
|
|
(5,856
|
)
|
||
Total fixed assets, net
|
|
674
|
|
|
1,282
|
|
||
Property, plant and equipment, net
|
|
$
|
560,534
|
|
|
$
|
578,737
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Pipeline costs
|
|
$
|
179
|
|
|
$
|
64
|
|
Other
|
|
40
|
|
|
235
|
|
||
Total accrued liabilities
|
|
$
|
219
|
|
|
$
|
299
|
|
|
|
Unsatisfied
Transaction Price (in billions) |
|
Weighted Average Recognition Timing (years) (1)
|
|||
Revenues—affiliate
|
|
$
|
1.5
|
|
|
9.4
|
|
|
(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.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues—affiliate
|
|
|
|||||||||
Transportation Agreements
|
$
|
81,660
|
|
|
$
|
56,349
|
|
|
$
|
1,117
|
|
Other agreements
|
102
|
|
|
14
|
|
|
—
|
|
|||
Total revenues—affiliate
|
81,762
|
|
|
56,363
|
|
|
1,117
|
|
|||
|
|
|
|
|
|
||||||
Operating and maintenance expense—affiliate
|
|
|
|||||||||
Services Agreements
|
9,789
|
|
|
10,533
|
|
|
5,093
|
|
|||
Operational Balancing Agreements
|
2,299
|
|
|
604
|
|
|
(82
|
)
|
|||
Other agreements
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||
Total operating and maintenance expense—affiliate
|
12,088
|
|
|
11,137
|
|
|
4,996
|
|
|||
|
|
|
|
|
|
||||||
General and administrative expense—affiliate
|
|
|
|||||||||
Services Agreements
|
1,336
|
|
|
695
|
|
|
9,031
|
|
Years Ending December 31,
|
Operating Leases (1)
|
||
2018
|
$
|
330
|
|
2019
|
330
|
|
|
2020
|
329
|
|
|
2021
|
329
|
|
|
2022
|
393
|
|
|
Thereafter
|
5,530
|
|
|
Total
|
$
|
7,241
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the period for interest, net of amounts capitalized
|
|
$
|
—
|
|
|
$
|
2,429
|
|
|
$
|
12,483
|
|
Non-cash contribution from affiliate for conveyance of assets
|
|
—
|
|
|
—
|
|
|
10,130
|
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our 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 will adopt this standard on January 1, 2018 using the full retrospective approach. The adoption of this standard will not have a material impact upon our Financial Statements but will result in significant additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and assumptions used in applying the standard. For the purpose of these Financial Statements, we have retrospectively applied this standard and have included the additional disclosures at Note 5—Revenues from Contracts with Customers.
|
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 must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We continue to evaluate the effect of this standard on our Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases on our Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition.
|
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
|
|
We are currently evaluating the impact of the provisions of this guidance on our Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Financial Statements or Other Significant Matters
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance did not have a material impact on our Financial Statements or related disclosures.
|