|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
001-36234
|
36-4767730
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
700 Milam Street, Suite 1900
Houston, Texas
|
|
77002
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
|
|
Large accelerated filer
x
|
Accelerated filer
¨
|
|||
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|||
|
|
|
Emerging growth company
¨
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPC
|
|
engineering, procurement and construction
|
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
|
SEC
|
|
U.S. Securities and Exchange Commission
|
Train
|
|
an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
671
|
|
|
$
|
219
|
|
Receivables
|
|
—
|
|
|
153
|
|
||
Other current assets
|
|
117
|
|
|
51
|
|
||
Total current assets
|
|
788
|
|
|
423
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
788
|
|
|
$
|
423
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
76
|
|
|
$
|
78
|
|
Accrued liabilities—affiliate
|
|
791
|
|
|
—
|
|
||
Total current liabilities
|
|
867
|
|
|
78
|
|
||
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common shares: unlimited shares authorized, 231.7 million shares issued and outstanding at September 30, 2017 and December 31, 2016
|
|
664,931
|
|
|
664,931
|
|
||
Director voting share: 1 share authorized, issued and outstanding at September 30, 2017 and December 31, 2016
|
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
|
(271,757
|
)
|
|
(271,757
|
)
|
||
Accumulated deficit
|
|
(393,253
|
)
|
|
(392,829
|
)
|
||
Total shareholders’ equity (deficit)
|
|
(79
|
)
|
|
345
|
|
||
Total liabilities and shareholders’ equity (deficit)
|
|
$
|
788
|
|
|
$
|
423
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Equity income from investment in Cheniere Partners
|
$
|
5,084
|
|
|
$
|
5,084
|
|
|
$
|
15,253
|
|
|
$
|
15,253
|
|
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative expense
|
295
|
|
|
484
|
|
|
986
|
|
|
1,205
|
|
||||
General and administrative expense—affiliate
|
264
|
|
|
258
|
|
|
791
|
|
|
772
|
|
||||
Total expenses
|
559
|
|
|
742
|
|
|
1,777
|
|
|
1,977
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
4,527
|
|
|
$
|
4,342
|
|
|
$
|
13,478
|
|
|
$
|
13,276
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share—basic and diluted
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding—basic and diluted
|
231,700
|
|
|
231,700
|
|
|
231,700
|
|
|
231,700
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
$
|
0.020
|
|
|
$
|
0.020
|
|
|
$
|
0.060
|
|
|
$
|
0.060
|
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in-Capital
|
|
Accumulated Deficit
|
|
Total Shareholders’
Equity (Deficit) |
|||||||||
Balance at December 31, 2016
|
231,700
|
|
|
$
|
664,931
|
|
|
$
|
(271,757
|
)
|
|
$
|
(392,829
|
)
|
|
$
|
345
|
|
Dividends to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,902
|
)
|
|
(13,902
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,478
|
|
|
13,478
|
|
||||
Balance at September 30, 2017
|
231,700
|
|
|
$
|
664,931
|
|
|
$
|
(271,757
|
)
|
|
$
|
(393,253
|
)
|
|
$
|
(79
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
13,478
|
|
|
$
|
13,276
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
Income from equity investment
|
(15,253
|
)
|
|
(15,253
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
153
|
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
(2
|
)
|
|
161
|
|
||
Accrued liabilities—affiliate
|
791
|
|
|
(6
|
)
|
||
Other, net
|
(66
|
)
|
|
14
|
|
||
Net cash used in operating activities
|
(899
|
)
|
|
(1,808
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|||
Distributions from equity investment
|
15,253
|
|
|
15,253
|
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|||
Dividends paid to shareholders
|
(13,902
|
)
|
|
(13,902
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
452
|
|
|
(457
|
)
|
||
Cash and cash equivalents—beginning of period
|
219
|
|
|
917
|
|
||
Cash and cash equivalents—end of period
|
$
|
671
|
|
|
$
|
460
|
|
Summarized Cheniere Partners Consolidated Statements of Operations Information
|
||||||||||||||||
(in millions)
|
||||||||||||||||
(unaudited)
|
||||||||||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues (including transactions with affiliates)
|
|
$
|
903
|
|
|
$
|
331
|
|
|
$
|
2,786
|
|
|
$
|
549
|
|
Operating costs and expenses (including transactions with affiliates)
|
|
(706
|
)
|
|
(283
|
)
|
|
(2,170
|
)
|
|
(498
|
)
|
||||
Other expense
|
|
(174
|
)
|
|
(130
|
)
|
|
(500
|
)
|
|
(308
|
)
|
||||
Net income (loss)
|
|
$
|
23
|
|
|
$
|
(82
|
)
|
|
$
|
116
|
|
|
$
|
(257
|
)
|
Summarized Cheniere Partners Consolidated Balance Sheets Information
|
||||||||
(in millions)
|
||||||||
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
|
|
(unaudited)
|
|
|
||||
Current assets
|
|
$
|
1,754
|
|
|
$
|
958
|
|
Non-current assets
|
|
15,437
|
|
|
14,584
|
|
||
Total assets
|
|
$
|
17,191
|
|
|
$
|
15,542
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
637
|
|
|
$
|
856
|
|
Non-current liabilities
|
|
16,069
|
|
|
14,243
|
|
||
Partners’ equity
|
|
485
|
|
|
443
|
|
||
Total liabilities and partners’ equity
|
|
$
|
17,191
|
|
|
$
|
15,542
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
statements regarding our ability to pay dividends to our shareholders;
|
•
|
statements regarding Cheniere Partners’ ability to pay distributions to its unitholders;
|
•
|
statements regarding our anticipated tax rates and operating expenses;
|
•
|
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
|
•
|
statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
|
•
|
statements relating to the construction of Cheniere Partners’ Trains, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;
|
•
|
statements regarding any agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
|
•
|
statements regarding counterparties to Cheniere Partners’ commercial contracts, construction contracts and other contracts;
|
•
|
statements regarding Cheniere Partners’ planned development and construction of additional Trains, including the financing of such Trains;
|
•
|
statements that Cheniere Partners’ Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
|
•
|
statements regarding our or Cheniere Partners’ business strategy, strengths, business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
|
•
|
statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;
|
•
|
statements regarding Cheniere Partners’ anticipated LNG and natural gas marketing activities; and
|
•
|
any other statements that relate to non-historical or future information.
|
•
|
Our Business
|
•
|
Overview of Significant Events
|
•
|
Our Relationship with Cheniere Partners
|
•
|
Liquidity and Capital Resources
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
own and hold Cheniere Partners’ limited partner common units and subordinated units
(collectively, the “Cheniere Partners units”)
;
|
•
|
pay dividends on our shares from the distributions that we receive from Cheniere Partners, less income taxes and any reserves established by our Board of Directors
(our “Board”)
to pay our company expenses and amounts due under our services agreement
(the “Services Agreement”)
with a wholly owned subsidiary of Cheniere, to service and reduce indebtedness that we may incur and for company purposes, in each case as permitted by our limited liability company agreement
(“LLC Agreement”)
;
|
•
|
simplify tax reporting requirements for investors by issuing a Form 1099-DIV with respect to the dividends received on our shares rather than a Schedule K-1 that would be received as a unitholder of Cheniere Partners; and
|
•
|
designate members of the board of directors of Cheniere Partners GP to oversee the operations of Cheniere Partners.
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating cash flows
|
|
|
|
||||
Net cash used in operating activities
|
$
|
(899
|
)
|
|
$
|
(1,808
|
)
|
|
|
|
|
||||
Investing cash flows
|
|
|
|
||||
Net cash provided by investing activities
|
15,253
|
|
|
15,253
|
|
||
|
|
|
|
||||
Financing cash flows
|
|
|
|
||||
Net cash used in financing activities
|
(13,902
|
)
|
|
(13,902
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
452
|
|
|
(457
|
)
|
||
Cash and cash equivalents—beginning of period
|
219
|
|
|
917
|
|
||
Cash and cash equivalents—end of period
|
$
|
671
|
|
|
$
|
460
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
10.1*
|
|
|
10.2
|
|
|
10.3*
|
|
|
10.4*
|
|
|
10.5*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
99.1*
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC
|
|
|
|
|
|
Date:
|
November 8, 2017
|
By:
|
/s/ Michael J. Wortley
|
|
|
|
Michael J. Wortley
|
|
|
|
Chief Financial Officer
|
|
|
|
(on behalf of the registrant and
as principal financial officer) |
|
|
|
|
Date:
|
November 8, 2017
|
By:
|
/s/ Leonard Travis
|
|
|
|
Leonard Travis
|
|
|
|
Chief Accounting Officer
|
|
|
|
(on behalf of the registrant and
as principal accounting officer) |
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
|
LTD.
,
|
|
as Administrative Agent
|
|
|
|
|
|
By:
|
/s/ Lawrence Blat
|
Name: Lawrence Blat
|
|
Title: Authorized Signatory
|
MUFG UNION BANK, N.A.
,
|
|
as Collateral Agent
|
|
|
|
|
|
By:
|
/s/ Rafael E. Miranda
|
Name: Rafael E. Miranda
|
|
Title: Vice President
|
CHENIERE ENERGY PARTNERS, L.P.,
|
||
as Borrower,
|
|
|
|
|
|
|
By: CHENIERE ENERGY PARTNERS GP, LLC,
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
CHENIERE ENERGY INVESTMENTS, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
CHENIERE PIPELINE GP INTERESTS, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
|
Title: Treasurer
|
|
|
|
|
|
|
|
|
CHENIERE CREOLE TRAIL PIPELINE, L.P.,
|
||
a Delaware limited partnership
|
|
|
|
|
|
|
|
|
|
By: CHENIERE PIPELINE GP INTERESTS, LLC,
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
|
Name: Lisa C. Cohen
|
|
|
Title: Treasurer
|
|
SABINE PASS LNG, L.P.
|
|
|
|
|
By: Sabine Pass LNG-GP, LLC,
|
|
its general partner
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
SABINE PASS LNG-GP, LLC
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
|
SABINE PASS LNG-LP, LLC
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
|
|
|
|
|
SABINE PASS TUG SERVICES, LLC
|
|
|
|
|
|
By:
|
/s/ Lisa C. Cohen
|
Name: Lisa C. Cohen
|
|
Title: Treasurer
|
PROJECT NAME:
Sabine Pass LNG Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 11, 2011
|
CHANGE ORDER NUMBER:
CO-00059
DATE OF CHANGE ORDER: May 18, 2017
|
1.
|
The previous value of the Insurance Provisional Sum incorporated into the Agreement in Change Order C0-00021, dated April 17, 2013, was U.S. $107,733,368. Parties now agree to close this Provisional Sum. Actual Cost for Stage 1 Insurance was $115,171,041. The contract price will be increased by $7,437,673 which reflects the closure of the provisional sum.
|
2.
|
The Provisional Sum breakdown is described as follows:
|
a.
|
The previous Insurance Provisional Sum in Article 1.3 of Attachment EE, Schedule EE-1, of the Agreement was One Hundred Seven Million, Seven Hundred Thirty-Three Thousand, Three Hundred Sixty-Eight U.S. Dollars (U.S. $107,733,368). This Change Order will reduce of the Insurance Provisional Sum by (U.S. $107,733,368) and the value will be $0.
|
b.
|
The Parties agree to adjust the Aggregate Provisional Sum specified in Article 7.1A of the Agreement which prior to this Change Order was One Hundred Seven Million, Seven Hundred Thirty-Three Thousand, Three Hundred Sixty-Eight U.S. Dollars (U.S.$107,733,368). This Change Order will decrease the Aggregate Provisional Sum amount by One Hundred Seven Million, Seven Hundred Thirty-Three Thousand, Three Hundred Sixty-Eight U.S. Dollars (U.S. $107,733,368) and the new Aggregate Provisional Sum value shall be Zero U.S. Dollars (U.S. $0).
|
3.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit A of this Change Order.
|
The original Contract Price was
|
$
|
3,900,000,000
|
|
Net change by previously authorized Change Orders (#0001-00058)
|
$
|
208,972,549
|
|
The Contract Price prior to this Change Order was
|
$
|
4,108,972,549
|
|
The Contract Price will be increased by this Change Order in the amount of
|
$
|
7,437,673
|
|
The new Contract Price including this Change Order will be
|
$
|
4,116,410,222
|
|
/s/ Ed Lehotsky
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP LNG E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
August 9, 2017
|
|
May 18, 2017
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Sabine Pass LNG Stage 2 Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 20, 2012
|
CHANGE ORDER NUMBER:
CO-00037
DATE OF CHANGE ORDER: June 28, 2017
|
1.
|
Per Article 6.1B of the Agreement, the Parties agree Contractor will perform the MODBUS communication wiring (soft link) and configuration for critical signals from the compressor packages as described in Exhibit A of this Change Order ("HPAA Compressor MODBUS Link") on a lump sum basis and valued at Two Hundred Thirty-Three Thousand, Sixty-Five U.S. Dollars ($233,065).
|
2.
|
The cost breakdown for this Change Order is detailed in Exhibit B.
|
3.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment A of the Agreement will be amended by including the milestone(s) listed in Exhibit C of this Change Order.
|
The original Contract Price was
|
$
|
3,769,000,000
|
|
Net change by previously authorized Change Orders (#0001-00036)
|
$
|
82,847,997
|
|
The Contract Price prior to this Change Order was
|
$
|
3,851,847,997
|
|
The Contract Price will be increased by this Change Order in the amount of
|
$
|
233,065
|
|
The new Contract Price including this Change Order will be
|
$
|
3,852,081,062
|
|
/s/ Ed Lehotsky
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP LNG E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
July 26, 2017
|
|
June 28, 2017
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Sabine Pass LNG Stage 2 Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: December 20, 2012
|
CHANGE ORDER NUMBER:
CO-00038
DATE OF CHANGE ORDER: August 24, 2017
|
1.
|
The previous value of the Existing Facility Labor Provisional Sum last amended in Change Order C0-00017 was U.S. $44,585,942. Parties now agree to close this Provisional Sum. Actual cost for the Existing Facility Labor was $40,766,616. The contract price will be decreased by $3,819,326 which reflects the closure of the Provisional Sum.
|
2.
|
The Provisional Sum breakdown is described as follows:
|
a.
|
The previous Existing Facility Labor Provisional Sum in Article 2.2 of Attachment EE of the Agreement was Forty-Four Million, Five Hundred Eighty-Five Thousand, Nine Hundred Forty-Two U.S. Dollars (U.S. $44,585,942). This Change Order will reduce the Existing Facilities Labor Provisional Sum by $44,585,942 and the value will be $0.
|
b.
|
The Parties agree to adjust the Aggregate Provisional Sum specified in Article 7.1A of the Agreement which prior to this Change Order was Two Hundred Sixty-Nine Million, Six Hundred Fifty-Seven Thousand, Five Hundred Sixty-Three U.S. Dollars (U.S. $269,657,563). This Change Order will decrease the Aggregate Provisional Sum amount by Forty-Four Million, Five Hundred Eighty-Five Thousand, Nine Hundred Forty-Two U.S. Dollars (U.S. $44,585,942) and the new Aggregate Provisional Sum value shall be Two Hundred Twenty-Five Million, Seventy-One Thousand, Six Hundred Twenty-One U.S. Dollars (U.S. $225,071,621).
|
3.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the milestone(s) listed in Exhibit A of this Change Order.
|
The original Contract Price was
|
$
|
3,769,000,000
|
|
Net change by previously authorized Change Orders (#0001-00037)
|
$
|
83,081,062
|
|
The Contract Price prior to this Change Order was
|
$
|
3,852,081,062
|
|
The Contract Price will be decreased by this Change Order in the amount of
|
$
|
(3,819,326
|
)
|
The new Contract Price including this Change Order will be
|
$
|
3,848,261,736
|
|
/s/ Ed Lehotsky
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP LNG E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
September 13, 2017
|
|
August 24, 2017
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Sabine Pass LNG Stage 3 Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: May 4, 2015
|
CHANGE ORDER NUMBER:
CO-00021
DATE OF CHANGE ORDER: August 24, 2017
|
1.
|
The previous value of the Soils Preparation Provisional Sum incorporated into the Agreement in Change Order C0-00020, dated March 29, 2017, was U.S. $85,973,753. This Change Order will increase the Soils Preparation Provisional Sum by $980,760 resulting in a new value of Eighty-Six Million, Nine Hundred Fifty-Four Thousand, Five Hundred Thirteen U.S. Dollars (U.S. $86,954,513).
|
2.
|
The Aggregate Provisional Sum specified in Article 7. l A of the Agreement prior to this Change Order was $321,620,341. This Change Order will increase the Aggregate Provisional Sum amount by $980,760 and the new value shall be $322,601,101.
|
3.
|
The overall cost breakdown associated with the increase in the Soils Preparation Provisional Sum is provided in Exhibit A of this Change Order.
|
4.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment A of the Agreement will be amended by including the milestone(s) listed in Exhibit B of this Change Order.
|
The original Contract Price was
|
$
|
2,987,000,000
|
|
Net change by previously authorized Change Orders (#0001-00020)
|
$
|
96,658,200
|
|
The Contract Price prior to this Change Order was
|
$
|
3,083,658,200
|
|
The Contract Price will be increased by this Change Order in the amount of
|
$
|
980,760
|
|
The new Contract Price including this Change Order will be
|
$
|
3,084,638,960
|
|
/s/ Ed Lehotsky
|
|
/s/ Bhupesh Thakkar
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Bhupesh Thakkar
|
Name
|
|
Name
|
SVP LNG E&C
|
|
Senior Project Manager
|
Title
|
|
Title
|
September 13, 2017
|
|
August 24, 2017
|
Date of Signing
|
|
Date of Signing
|
1.
|
I have reviewed this
quarterly report on Form 10-Q
of Cheniere Energy Partners LP Holdings, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jack A. Fusco
|
Jack A. Fusco
|
Chief Executive Officer of
|
Cheniere Energy Partners LP Holdings, LLC
|
1.
|
I have reviewed this
quarterly report on Form 10-Q
of Cheniere Energy Partners LP Holdings, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
|
Chief Financial Officer of
|
Cheniere Energy Partners LP Holdings, LLC
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jack A. Fusco
|
Jack A. Fusco
|
Chief Executive Officer of
|
Cheniere Energy Partners LP Holdings, LLC
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
|
Chief Financial Officer of
|
Cheniere Energy Partners LP Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
001-33366
|
20-5913059
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
700 Milam Street, Suite 1900
Houston, Texas
|
|
77002
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
|
|
Large accelerated filer
x
|
Accelerated filer
¨
|
|||
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|||
|
|
|
Emerging growth company
¨
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bcf
|
|
billion cubic feet
|
Bcf/d
|
|
billion cubic feet per day
|
Bcf/yr
|
|
billion cubic feet per year
|
Bcfe
|
|
billion cubic feet equivalent
|
DOE
|
|
U.S. Department of Energy
|
EPC
|
|
engineering, procurement and construction
|
FERC
|
|
Federal Energy Regulatory Commission
|
FTA countries
|
|
countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
|
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
|
non-FTA countries
|
|
countries with which the United States does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
|
SEC
|
|
U.S. Securities and Exchange Commission
|
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
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
1,395
|
|
|
605
|
|
||
Accounts and other receivables
|
|
172
|
|
|
90
|
|
||
Accounts receivable—affiliate
|
|
18
|
|
|
99
|
|
||
Advances to affiliate
|
|
57
|
|
|
38
|
|
||
Inventory
|
|
77
|
|
|
97
|
|
||
Other current assets
|
|
35
|
|
|
29
|
|
||
Total current assets
|
|
1,754
|
|
|
958
|
|
||
|
|
|
|
|
||||
Non-current restricted cash
|
|
48
|
|
|
—
|
|
||
Property, plant and equipment, net
|
|
15,097
|
|
|
14,158
|
|
||
Debt issuance costs, net
|
|
42
|
|
|
121
|
|
||
Non-current derivative assets
|
|
37
|
|
|
83
|
|
||
Other non-current assets, net
|
|
213
|
|
|
222
|
|
||
Total assets
|
|
$
|
17,191
|
|
|
$
|
15,542
|
|
|
|
|
|
|
||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
24
|
|
|
$
|
27
|
|
Accrued liabilities
|
|
419
|
|
|
418
|
|
||
Current debt
|
|
—
|
|
|
224
|
|
||
Due to affiliates
|
|
55
|
|
|
99
|
|
||
Deferred revenue
|
|
134
|
|
|
73
|
|
||
Deferred revenue—affiliate
|
|
1
|
|
|
1
|
|
||
Derivative liabilities
|
|
4
|
|
|
14
|
|
||
Total current liabilities
|
|
637
|
|
|
856
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
16,040
|
|
|
14,209
|
|
||
Non-current deferred revenue
|
|
2
|
|
|
5
|
|
||
Non-current derivative liabilities
|
|
2
|
|
|
2
|
|
||
Other non-current liabilities—affiliate
|
|
25
|
|
|
27
|
|
||
|
|
|
|
|
||||
Partners’ equity
|
|
|
|
|
||||
Common unitholders’ interest (348.6 million units and 57.1 million units issued and outstanding at September 30, 2017 and December 31, 2016, respectively)
|
|
1,559
|
|
|
130
|
|
||
Class B unitholders’ interest (zero and 145.3 million units issued and outstanding at September 30, 2017 and December 31, 2016, respectively)
|
|
—
|
|
|
62
|
|
||
Subordinated unitholders’ interest (135.4 million units issued and outstanding at September 30, 2017 and December 31, 2016)
|
|
(1,086
|
)
|
|
240
|
|
||
General partner’s interest (2% interest with 9.9 million units and 6.9 million units issued and outstanding at September 30, 2017 and December 31, 2016, respectively)
|
|
12
|
|
|
11
|
|
||
Total partners’ equity
|
|
485
|
|
|
443
|
|
||
Total liabilities and partners’ equity
|
|
$
|
17,191
|
|
|
$
|
15,542
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
LNG revenues
|
|
$
|
723
|
|
|
$
|
249
|
|
|
$
|
1,718
|
|
|
$
|
334
|
|
LNG revenues—affiliate
|
|
111
|
|
|
16
|
|
|
864
|
|
|
16
|
|
||||
Regasification revenues
|
|
65
|
|
|
64
|
|
|
195
|
|
|
194
|
|
||||
Other revenues
|
|
3
|
|
|
1
|
|
|
7
|
|
|
2
|
|
||||
Other revenues—affiliate
|
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||
Total revenues
|
|
903
|
|
|
331
|
|
|
2,786
|
|
|
549
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales (excluding depreciation and amortization expense shown separately below)
|
|
490
|
|
|
159
|
|
|
1,580
|
|
|
212
|
|
||||
Cost of sales—affiliate
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Operating and maintenance expense
|
|
73
|
|
|
38
|
|
|
205
|
|
|
80
|
|
||||
Operating and maintenance expense—affiliate
|
|
31
|
|
|
14
|
|
|
70
|
|
|
36
|
|
||||
Development expense
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
General and administrative expense
|
|
5
|
|
|
2
|
|
|
10
|
|
|
9
|
|
||||
General and administrative expense—affiliate
|
|
18
|
|
|
25
|
|
|
63
|
|
|
68
|
|
||||
Depreciation and amortization expense
|
|
87
|
|
|
44
|
|
|
239
|
|
|
92
|
|
||||
Other
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total operating costs and expenses
|
|
706
|
|
|
283
|
|
|
2,170
|
|
|
498
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
197
|
|
|
48
|
|
|
616
|
|
|
51
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net of capitalized interest
|
|
(153
|
)
|
|
(114
|
)
|
|
(437
|
)
|
|
(229
|
)
|
||||
Loss on early extinguishment of debt
|
|
(25
|
)
|
|
(26
|
)
|
|
(67
|
)
|
|
(54
|
)
|
||||
Derivative gain (loss), net
|
|
1
|
|
|
10
|
|
|
(2
|
)
|
|
(26
|
)
|
||||
Other income
|
|
3
|
|
|
—
|
|
|
6
|
|
|
1
|
|
||||
Total other expense
|
|
(174
|
)
|
|
(130
|
)
|
|
(500
|
)
|
|
(308
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
23
|
|
|
$
|
(82
|
)
|
|
$
|
116
|
|
|
$
|
(257
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per common unit
|
|
$
|
(1.10
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(4.12
|
)
|
|
$
|
(0.56
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common units outstanding used for basic and diluted net loss per common unit calculation
|
|
247.2
|
|
|
57.1
|
|
|
121.2
|
|
|
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, 2016
|
57.1
|
|
|
$
|
130
|
|
|
145.3
|
|
|
$
|
62
|
|
|
135.4
|
|
|
$
|
240
|
|
|
6.9
|
|
|
$
|
11
|
|
|
$
|
443
|
|
Net income
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
2
|
|
|
116
|
|
|||||
Distributions
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(74
|
)
|
|||||
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 September 30, 2017
|
348.6
|
|
|
$
|
1,559
|
|
|
—
|
|
|
$
|
—
|
|
|
135.4
|
|
|
$
|
(1,086
|
)
|
|
9.9
|
|
|
$
|
12
|
|
|
$
|
485
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
116
|
|
|
$
|
(257
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
239
|
|
|
92
|
|
||
Amortization of debt issuance costs, deferred commitment fees, premium and discount
|
28
|
|
|
20
|
|
||
Loss on early extinguishment of debt
|
67
|
|
|
54
|
|
||
Total losses on derivatives, net
|
53
|
|
|
49
|
|
||
Net cash used for settlement of derivative instruments
|
(15
|
)
|
|
(9
|
)
|
||
Other
|
1
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
(69
|
)
|
|
(31
|
)
|
||
Accounts receivable—affiliate
|
82
|
|
|
(36
|
)
|
||
Advances to affiliate
|
(36
|
)
|
|
—
|
|
||
Inventory
|
28
|
|
|
(26
|
)
|
||
Accounts payable and accrued liabilities
|
19
|
|
|
102
|
|
||
Due to affiliates
|
(47
|
)
|
|
9
|
|
||
Deferred revenue
|
58
|
|
|
(3
|
)
|
||
Other, net
|
(9
|
)
|
|
(6
|
)
|
||
Other, net—affiliate
|
(2
|
)
|
|
—
|
|
||
Net cash provided by (used in) operating activities
|
513
|
|
|
(42
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
||
Property, plant and equipment, net
|
(1,195
|
)
|
|
(1,884
|
)
|
||
Other
|
—
|
|
|
(39
|
)
|
||
Net cash used in investing activities
|
(1,195
|
)
|
|
(1,923
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from issuances of debt
|
3,814
|
|
|
5,419
|
|
||
Repayments of debt
|
(2,173
|
)
|
|
(3,130
|
)
|
||
Debt issuance and deferred financing costs
|
(47
|
)
|
|
(89
|
)
|
||
Distributions to owners
|
(74
|
)
|
|
(74
|
)
|
||
Net cash provided by financing activities
|
1,520
|
|
|
2,126
|
|
||
|
|
|
|
||||
Net increase in cash, cash equivalents and restricted cash
|
838
|
|
|
161
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
605
|
|
|
434
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1,443
|
|
|
$
|
595
|
|
|
September 30, 2017
|
||
Cash and cash equivalents
|
$
|
—
|
|
Restricted cash
|
1,395
|
|
|
Non-current restricted cash
|
48
|
|
|
Total cash, cash equivalents and restricted cash
|
$
|
1,443
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Current restricted cash
|
|
|
|
|
||||
Liquefaction Project
|
|
$
|
579
|
|
|
$
|
358
|
|
CQP and cash held by guarantor subsidiaries
|
|
816
|
|
|
247
|
|
||
Total current restricted cash
|
|
$
|
1,395
|
|
|
$
|
605
|
|
|
|
|
|
|
||||
Non-current restricted cash
|
|
|
|
|
||||
Liquefaction Project
|
|
$
|
48
|
|
|
$
|
—
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
SPL trade receivable
|
|
$
|
154
|
|
|
$
|
88
|
|
Other accounts receivable
|
|
18
|
|
|
2
|
|
||
Total accounts and other receivables
|
|
$
|
172
|
|
|
$
|
90
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Natural gas
|
|
$
|
16
|
|
|
$
|
15
|
|
LNG
|
|
13
|
|
|
45
|
|
||
Materials and other
|
|
48
|
|
|
37
|
|
||
Total inventory
|
|
$
|
77
|
|
|
$
|
97
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
10,554
|
|
|
$
|
7,976
|
|
LNG terminal construction-in-process
|
|
5,320
|
|
|
6,728
|
|
||
Accumulated depreciation
|
|
(783
|
)
|
|
(553
|
)
|
||
Total LNG terminal costs, net
|
|
15,091
|
|
|
14,151
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Fixed assets
|
|
22
|
|
|
20
|
|
||
Accumulated depreciation
|
|
(16
|
)
|
|
(13
|
)
|
||
Total fixed assets, net
|
|
6
|
|
|
7
|
|
||
Property, plant and equipment, net
|
|
$
|
15,097
|
|
|
$
|
14,158
|
|
•
|
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
(collectively, the “Liquefaction Supply Derivatives”)
.
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
September 30, 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
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||||
Liquefaction Supply Derivatives asset (liability)
|
—
|
|
|
(1
|
)
|
|
29
|
|
|
28
|
|
|
(4
|
)
|
|
(2
|
)
|
|
79
|
|
|
73
|
|
|
|
Net Fair Value Asset
(in millions)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$29
|
|
Income Approach
|
|
Basis Spread
|
|
$(0.370) - $0.081
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance, beginning of period
|
|
$
|
40
|
|
|
$
|
22
|
|
|
$
|
79
|
|
|
$
|
32
|
|
Realized and mark-to-market losses:
|
|
|
|
|
|
|
|
|
||||||||
Included in cost of sales (1)
|
|
(8
|
)
|
|
(11
|
)
|
|
(43
|
)
|
|
(20
|
)
|
||||
Purchases and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Purchases
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Settlements (1)
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|
(1
|
)
|
||||
Balance, end of period
|
|
$
|
29
|
|
|
$
|
12
|
|
|
$
|
29
|
|
|
$
|
12
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
(8
|
)
|
|
$
|
(11
|
)
|
|
$
|
(43
|
)
|
|
$
|
(20
|
)
|
|
(1)
|
Does not include the decrease in fair value of
$1 million
related to the realized gains capitalized during the
nine months ended September 30, 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
|
|
|
September 30, 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
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current derivative assets
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||||
Total derivative assets
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
||||||
Non-current derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Total derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(3
|
)
|
|
(9
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset (liability), net
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
(6
|
)
|
|
$
|
13
|
|
|
$
|
7
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
SPL Interest Rate Derivatives gain (loss)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
$
|
(13
|
)
|
CQP Interest Rate Derivatives gain (loss)
|
|
1
|
|
|
7
|
|
|
—
|
|
|
(13
|
)
|
|
|
|
Fair Value Measurements as of (1)
|
||||||
|
Balance Sheet Location
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Liquefaction Supply Derivatives
|
Other current assets
|
|
$
|
8
|
|
|
$
|
13
|
|
Liquefaction Supply Derivatives
|
Non-current derivative assets
|
|
26
|
|
|
67
|
|
||
Liquefaction Supply Derivatives
|
Derivative liabilities
|
|
(4
|
)
|
|
(7
|
)
|
||
Liquefaction Supply Derivatives
|
Non-current derivative liabilities
|
|
(2
|
)
|
|
—
|
|
|
(1)
|
Does not include collateral of
$2 million
and
$6 million
deposited for such contracts, which are included in
other current assets
in our Consolidated Balance Sheets as of
September 30, 2017
and
December 31, 2016
, respectively.
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
Statement of Operations Location (1)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Liquefaction Supply Derivatives loss (2)
|
Cost of sales
|
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
51
|
|
|
$
|
23
|
|
|
(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 September 30, 2017
|
|
|
|
|
|
|
||||||
CQP Interest Rate Derivatives
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Liquefaction Supply Derivatives
|
|
35
|
|
|
(1
|
)
|
|
34
|
|
|||
Liquefaction Supply Derivatives
|
|
(8
|
)
|
|
2
|
|
|
(6
|
)
|
|||
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
|
)
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
21
|
|
|
$
|
23
|
|
Advances made to municipalities for water system enhancements
|
|
94
|
|
|
95
|
|
||
Advances and other asset conveyances to third parties to support LNG terminals
|
|
30
|
|
|
31
|
|
||
Tax-related payments and receivables
|
|
37
|
|
|
28
|
|
||
Information technology service assets
|
|
23
|
|
|
27
|
|
||
Other
|
|
8
|
|
|
18
|
|
||
Total other non-current assets, net
|
|
$
|
213
|
|
|
$
|
222
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Interest costs and related debt fees
|
|
$
|
146
|
|
|
$
|
205
|
|
Sabine Pass LNG terminal and related pipeline costs
|
|
264
|
|
|
211
|
|
||
Other accrued liabilities
|
|
9
|
|
|
2
|
|
||
Total accrued liabilities
|
|
$
|
419
|
|
|
$
|
418
|
|
|
|
September 30,
|
|
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
|
|
(210
|
)
|
|
(178
|
)
|
||
Total long-term debt, net
|
|
16,040
|
|
|
14,209
|
|
||
|
|
|
|
|
||||
Current debt:
|
|
|
|
|
||||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
|
—
|
|
|
224
|
|
||
|
|
|
|
|
||||
Total debt, net
|
|
$
|
16,040
|
|
|
$
|
14,433
|
|
|
|
SPL Working Capital Facility
|
|
2016 CQP Credit Facilities
|
||||
Original facility size
|
|
$
|
1,200
|
|
|
$
|
2,800
|
|
Outstanding balance
|
|
—
|
|
|
1,090
|
|
||
Commitments prepaid or terminated
|
|
—
|
|
|
1,470
|
|
||
Letters of credit issued
|
|
721
|
|
|
50
|
|
||
Available commitment
|
|
$
|
479
|
|
|
$
|
190
|
|
|
|
|
|
|
||||
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 principals due quarterly commencing on February 19, 2019
|
|
(1)
|
There is a
0.50%
step-up for both LIBOR and base rate loans beginning on February 25, 2019.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total interest cost
|
|
$
|
227
|
|
|
$
|
221
|
|
|
$
|
662
|
|
|
$
|
619
|
|
Capitalized interest
|
|
(74
|
)
|
|
(107
|
)
|
|
(225
|
)
|
|
(390
|
)
|
||||
Total interest expense, net
|
|
$
|
153
|
|
|
$
|
114
|
|
|
$
|
437
|
|
|
$
|
229
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Senior notes, net of premium or discount (1)
|
|
$
|
14,360
|
|
|
$
|
15,556
|
|
|
$
|
11,513
|
|
|
$
|
12,309
|
|
2037 SPL Senior Notes (2)
|
|
800
|
|
|
844
|
|
|
—
|
|
|
—
|
|
||||
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.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
LNG revenues—affiliate
|
||||||||||||||||
Cheniere Marketing SPA and Cheniere Marketing Master SPA
|
$
|
111
|
|
|
$
|
16
|
|
|
$
|
864
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other revenues—affiliate
|
||||||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Terminal Marine Services Agreement
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|||||
Total other revenues—affiliate
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|||||
|
||||||||||||||||
Cost of sales—affiliate
|
||||||||||||||||
Fees under the Pre-commercial LNG Marketing Agreement
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Operating and maintenance expense—affiliate
|
||||||||||||||||
Contracts for Sale and Purchase of Natural Gas and LNG
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Services Agreements
|
25
|
|
|
14
|
|
|
64
|
|
|
35
|
|
|||||
Other agreements
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|||||
Total operating and maintenance expense—affiliate
|
31
|
|
|
14
|
|
|
70
|
|
|
36
|
|
|||||
|
||||||||||||||||
General and administrative expense—affiliate
|
||||||||||||||||
Services Agreements
|
18
|
|
|
25
|
|
|
63
|
|
|
68
|
|
|
|
|
|
Limited Partner Units
|
|
|
||||||||||||||
|
|
Total
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
|
General Partner Units
|
||||||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
23
|
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
217
|
|
|
153
|
|
|
—
|
|
|
60
|
|
|
4
|
|
|||||
Amortization of beneficial conversion feature of Class B units
|
|
—
|
|
|
(288
|
)
|
|
974
|
|
|
(686
|
)
|
|
—
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(194
|
)
|
|
(137
|
)
|
|
—
|
|
|
(53
|
)
|
|
(4
|
)
|
||||
Assumed allocation of net income
|
|
|
|
$
|
(272
|
)
|
|
$
|
974
|
|
|
$
|
(679
|
)
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
247.2
|
|
|
50.6
|
|
|
135.4
|
|
|
|
|||||||
Net loss per unit (1)
|
|
|
|
$
|
(1.10
|
)
|
|
|
|
|
$
|
(5.02
|
)
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(82
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
24
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of beneficial conversion feature of Class B units
|
|
—
|
|
|
(9
|
)
|
|
30
|
|
|
(21
|
)
|
|
—
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(106
|
)
|
|
(30
|
)
|
|
—
|
|
|
(73
|
)
|
|
(3
|
)
|
||||
Assumed allocation of net loss
|
|
|
|
$
|
(15
|
)
|
|
$
|
30
|
|
|
$
|
(94
|
)
|
|
$
|
(3
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
57.1
|
|
|
145.3
|
|
|
135.4
|
|
|
|
|||||||
Net loss per unit (1)
|
|
|
|
$
|
(0.27
|
)
|
|
|
|
|
$
|
(0.70
|
)
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
116
|
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
267
|
|
|
202
|
|
|
—
|
|
|
60
|
|
|
5
|
|
|||||
Amortization of beneficial conversion feature of Class B units
|
|
—
|
|
|
(594
|
)
|
|
2,004
|
|
|
(1,410
|
)
|
|
—
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(151
|
)
|
|
(107
|
)
|
|
—
|
|
|
(41
|
)
|
|
(3
|
)
|
||||
Assumed allocation of net income
|
|
|
|
$
|
(499
|
)
|
|
$
|
2,004
|
|
|
$
|
(1,391
|
)
|
|
$
|
2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
121.2
|
|
|
113.4
|
|
|
135.4
|
|
|
|
|||||||
Net loss per unit (1)
|
|
|
|
$
|
(4.12
|
)
|
|
|
|
|
$
|
(10.28
|
)
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(257
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
74
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Amortization of beneficial conversion feature of Class B units
|
|
—
|
|
|
(9
|
)
|
|
30
|
|
|
(21
|
)
|
|
—
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(331
|
)
|
|
(96
|
)
|
|
—
|
|
|
(228
|
)
|
|
(7
|
)
|
||||
Assumed allocation of net loss
|
|
|
|
$
|
(32
|
)
|
|
$
|
30
|
|
|
$
|
(249
|
)
|
|
$
|
(6
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
57.1
|
|
|
145.3
|
|
|
135.4
|
|
|
|
|||||||
Net loss per unit
|
|
|
|
$
|
(0.56
|
)
|
|
|
|
|
$
|
(1.84
|
)
|
|
|
|
(1)
|
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.
|
|
|
Percentage of Total Third-Party Revenues
|
|
Percentage of Accounts Receivable from Third Parties
|
||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Customer A
|
|
31%
|
|
55%
|
|
42%
|
|
48%
|
|
33%
|
|
47%
|
Customer B
|
|
24%
|
|
—%
|
|
26%
|
|
—%
|
|
27%
|
|
50%
|
Customer C
|
|
35%
|
|
—%
|
|
18%
|
|
—%
|
|
29%
|
|
—%
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash paid during the period for interest, net of amounts capitalized
|
$
|
459
|
|
|
$
|
139
|
|
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 continue to evaluate the effect of this standard on our Consolidated Financial Statements. We plan to adopt this standard using the full retrospective approach. Preliminarily, we do not anticipate that the adoption will have a material impact upon our revenues. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment.
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2016-02,
Leases (Topic 842)
|
|
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, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect 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.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
statements regarding our ability to pay distributions to our unitholders;
|
•
|
statements regarding our expected receipt of cash distributions from SPLNG, SPL or CTPL;
|
•
|
statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all;
|
•
|
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
|
•
|
statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
|
•
|
statements relating to the construction of our Trains, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any such EPC or other contractor, and anticipated costs related thereto;
|
•
|
statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
|
•
|
statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
|
•
|
statements regarding our planned development and construction of additional Trains, including the financing of such Trains;
|
•
|
statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
|
•
|
statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
|
•
|
statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions; and
|
•
|
any other statements that relate to non-historica
l or future information.
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
As of October 2017, more than
200
cumulative LNG cargoes had been produced, loaded and exported from the
Liquefaction Project
, with deliveries completed to
25
countries worldwide.
|
•
|
SPL commenced production and shipment of LNG commissioning cargoes from Train 3 of the
Liquefaction Project
in January 2017 and achieved substantial completion and commenced operating activities in March 2017.
|
•
|
Commissioning activities for Train 4 of the
Liquefaction Project
began in March 2017, and substantial completion was achieved in October 2017.
|
•
|
In June 2017, the date of first commercial delivery was reached under the 20-year SPA with Korea Gas Corporation relating to Train 3 of the
Liquefaction Project
.
|
•
|
In August 2017, the date of first commercial delivery relating to Train 2 of the
Liquefaction Project
was reached under the respective 20-year SPAs with Gas Natural Fenosa LNG GOM, Limited and BG Gulf Coast LNG, LLC
(“BG”)
.
|
•
|
In February and March 2017, SPL issued aggregate principal amounts of
$800 million
of 5.00% Senior Secured Notes due 2037
(the “2037 SPL Senior Notes”)
and
$1.35 billion
, before discount, of 4.200% Senior Secured Notes due 2028
(the “2028 SPL Senior Notes”)
, respectively. Net proceeds of the offerings of the
2037 SPL Senior Notes
and
2028 SPL Senior Notes
were
$789 million
and
$1.33 billion
, respectively, after deducting the initial purchasers’ commissions (for the
2028 SPL Senior Notes
) and estimated fees and expenses. The net proceeds of the
2037 SPL Senior Notes
, after provisioning for incremental interest required during construction, were used to repay the outstanding borrowings under the credit facilities SPL entered into in June 2015
(the “2015 SPL Credit Facilities”)
and, along with the net proceeds of the
2028 SPL Senior Notes
, the remainder is being used to pay a portion of the capital costs in connection with the construction of Trains 1 through 5 of the
Liquefaction Project
in lieu of the terminated portion of the commitments under the
2015 SPL Credit Facilities
.
|
•
|
In September 2017, we issued an aggregate principal amount of $1.5 billion of 5.250% Senior Notes due 2025
(“the 2025 CQP Senior Notes”)
. Net proceeds of the offering of approximately $1.5 billion, after deducting commissions, fees and expenses, were used to prepay a portion of the outstanding indebtedness under our credit facilities
(the “2016 CQP Credit Facilities”)
.
|
•
|
Fitch Ratings (“Fitch”) assigned SPL’s senior secured debt an investment grade rating of BBB- in January 2017 and an investment-grade issuer default rating of BBB- in June 2017.
|
•
|
In May 2017, Moody’s Investors Service (“Moody’s”) upgraded SPL’s senior secured debt rating from Ba1 to Baa3, an investment-grade rating.
|
•
|
In September 2017, Moody’s, S&P Global Ratings and Fitch assigned ratings of Ba2 / BB / BB, respectively to the
2025 CQP Senior Notes
.
|
|
September 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash designated for the following purposes:
|
|
|
|
||||
Liquefaction Project
|
627
|
|
|
358
|
|
||
CQP and cash held by guarantor subsidiaries
|
816
|
|
|
247
|
|
||
Available commitments under the following credit facilities:
|
|
|
|
||||
2015 SPL Credit Facilities
|
—
|
|
|
1,642
|
|
||
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
|
479
|
|
|
653
|
|
||
2016 CQP Credit Facilities
|
190
|
|
|
195
|
|
|
Trains 1 & 2
|
|
Trains 3 & 4
|
|
Train 5
|
|||
Overall project completion percentage
|
100%
|
|
100%
|
|
76.1%
|
|||
Completion percentage of:
|
|
|
|
|
|
|||
Engineering
|
100%
|
|
100%
|
|
100%
|
|||
Procurement
|
100%
|
|
100%
|
|
98.9%
|
|||
Subcontract work
|
100%
|
|
100%
|
|
58.6%
|
|||
Construction
|
100%
|
|
99.9%
|
|
45.1%
|
|||
Date of expected substantial completion
|
Train 1
|
Operational
|
|
Train 3
|
Operational
|
|
Train 5
|
2H 2019
|
|
Train 2
|
Operational
|
|
Train 4
|
October 2017
|
|
|
|
•
|
Trains 1 through 4—
FTA countries
for a 30-year term, which commenced on May 15, 2016, and
non-FTA countries
for a 20-year term, which commenced on June 3, 2016, in an amount up to a combined total of the equivalent of 16
mtpa
(approximately 803
Bcf/yr
of natural gas).
|
•
|
Trains 1 through 4—
FTA countries
for a 25-year term and non-FTA countries for a 20-year term, in an amount up to a combined total of the equivalent of approximately 203
Bcf/yr
of natural gas (approximately 4 mtpa).
|
•
|
Trains 5 and 6—
FTA countries
and
non-FTA countries
for a 20-year term, in an amount up to a combined total of 503.3
Bcf/yr
of natural gas (approximately 10 mtpa).
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Senior notes (1)
|
|
$
|
15,150
|
|
|
$
|
11,500
|
|
Credit facilities outstanding balance (2)
|
|
1,090
|
|
|
3,097
|
|
||
Letters of credit issued (3)
|
|
721
|
|
|
324
|
|
||
Available commitments under credit facilities (3)
|
|
479
|
|
|
2,295
|
|
||
Total capital resources from borrowings and available commitments
|
|
$
|
17,440
|
|
|
$
|
17,216
|
|
|
(1)
|
Includes SPL’s 5.625% Senior Secured Notes due 2021, 6.25% Senior Secured Notes due 2022, 5.625% Senior Secured Notes due 2023, 5.75% Senior Secured Notes due 2024, 5.625% Senior Secured Notes due 2025, 5.875% Senior Secured Notes due 2026
(the “2026 SPL Senior Notes”)
, 5.00% Senior Secured Notes due 2027
(the “2027 SPL Senior Notes”)
,
2028 SPL Senior Notes
and
2037 SPL Senior Notes
(collectively, the “SPL Senior Notes”)
and our
2025 CQP Senior Notes
.
|
(2)
|
Includes
2015 SPL Credit Facilities
,
SPL Working Capital Facility
and CTPL and SPLNG tranche term loans outstanding under the
2016 CQP Credit Facilities
.
|
(3)
|
Includes
2015 SPL Credit Facilities
and
SPL Working Capital Facility
. Does not include the letters of credit issued or available commitments under the
2016 CQP Credit Facilities
, which are not specifically for the
Liquefaction Project
.
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating cash flows
|
$
|
513
|
|
|
$
|
(42
|
)
|
Investing cash flows
|
(1,195
|
)
|
|
(1,923
|
)
|
||
Financing cash flows
|
1,520
|
|
|
2,126
|
|
||
|
|
|
|
||||
Net increase in cash, cash equivalents and restricted cash
|
838
|
|
|
161
|
|
||
Cash, cash equivalents and restricted cash—beginning of period
|
605
|
|
|
434
|
|
||
Cash, cash equivalents and restricted cash—end of period
|
$
|
1,443
|
|
|
$
|
595
|
|
•
|
issuances of aggregate principal amounts of
$800 million
of the
2037 SPL Senior Notes
and
$1.35 billion
of the
2028 SPL Senior Notes
;
|
•
|
$55 million of borrowings and $369 million of repayments made under the
2015 SPL Credit Facilities
;
|
•
|
issuance of an aggregate principal amount of $1.5 billion of the
2025 CQP Senior Notes
, which was used to prepay $1.5 billion of the outstanding borrowings under the
2016 CQP Credit Facilities
;
|
•
|
$110 million of borrowings and $334 million of repayments made under the
SPL Working Capital Facility
;
|
•
|
$47 million
of debt issuance costs related to up-front fees paid upon the closing of these transactions; and
|
•
|
$74 million
of distributions to unitholders.
|
•
|
$450 million of borrowings under the
2016 CQP Credit Facilities
, which was entered into in February to prepay the $400 million
CTPL Term Loan
;
|
•
|
$1.7 billion of borrowings under the
2015 SPL Credit Facilities
;
|
•
|
issuance of an aggregate principal amount of $1.5 billion of the
2026 SPL Senior Notes
in June 2016, which was used to prepay $1.3 billion of the outstanding borrowings under the
2015 SPL Credit Facilities
;
|
•
|
issuance of an aggregate principal amount of $1.5 billion of the
2027 SPL Senior Notes
in September 2016, which was used to prepay $1.2 billion of the outstanding borrowings under the
2015 SPL Credit Facilities
and pay a portion of the capital costs in connection with the construction of Trains 1 through 5 of the
Liquefaction Project
;
|
•
|
$314 million of borrowings and $230 million of repayments made under the
SPL Working Capital Facility
;
|
•
|
$89 million
of debt issuance costs related to up-front fees paid upon the closing of these transactions; and
|
•
|
$74 million
of distributions to unitholders.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions, except volumes)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
LNG revenues
|
$
|
723
|
|
|
$
|
249
|
|
|
$
|
474
|
|
|
$
|
1,718
|
|
|
$
|
334
|
|
|
$
|
1,384
|
|
LNG revenues—affiliate
|
111
|
|
|
16
|
|
|
95
|
|
|
864
|
|
|
16
|
|
|
848
|
|
||||||
Regasification revenues
|
65
|
|
|
64
|
|
|
1
|
|
|
195
|
|
|
194
|
|
|
1
|
|
||||||
Other revenues
|
3
|
|
|
1
|
|
|
2
|
|
|
7
|
|
|
2
|
|
|
5
|
|
||||||
Other revenues—affiliate
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
(1
|
)
|
||||||
Total revenues
|
$
|
903
|
|
|
$
|
331
|
|
|
$
|
572
|
|
|
$
|
2,786
|
|
|
$
|
549
|
|
|
$
|
2,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LNG volumes recognized as revenues (in TBtu)
|
144
|
|
|
51
|
|
|
93
|
|
|
439
|
|
|
69
|
|
|
370
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Cost of sales
|
$
|
490
|
|
|
$
|
159
|
|
|
$
|
331
|
|
|
$
|
1,580
|
|
|
$
|
212
|
|
|
$
|
1,368
|
|
Cost of sales—affiliate
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
||||||
Operating and maintenance expense
|
73
|
|
|
38
|
|
|
35
|
|
|
205
|
|
|
80
|
|
|
125
|
|
||||||
Operating and maintenance expense—affiliate
|
31
|
|
|
14
|
|
|
17
|
|
|
70
|
|
|
36
|
|
|
34
|
|
||||||
Development expense
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
General and administrative expense
|
5
|
|
|
2
|
|
|
3
|
|
|
10
|
|
|
9
|
|
|
1
|
|
||||||
General and administrative expense—affiliate
|
18
|
|
|
25
|
|
|
(7
|
)
|
|
63
|
|
|
68
|
|
|
(5
|
)
|
||||||
Depreciation and amortization expense
|
87
|
|
|
44
|
|
|
43
|
|
|
239
|
|
|
92
|
|
|
147
|
|
||||||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Total operating costs and expenses
|
$
|
706
|
|
|
$
|
283
|
|
|
$
|
423
|
|
|
$
|
2,170
|
|
|
$
|
498
|
|
|
$
|
1,672
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Interest expense, net of capitalized interest
|
$
|
153
|
|
|
$
|
114
|
|
|
$
|
39
|
|
|
$
|
437
|
|
|
$
|
229
|
|
|
$
|
208
|
|
Loss on early extinguishment of debt
|
25
|
|
|
26
|
|
|
(1
|
)
|
|
67
|
|
|
54
|
|
|
13
|
|
||||||
Derivative loss (gain), net
|
(1
|
)
|
|
(10
|
)
|
|
9
|
|
|
2
|
|
|
26
|
|
|
(24
|
)
|
||||||
Other income
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
||||||
Total other expense
|
$
|
174
|
|
|
$
|
130
|
|
|
$
|
44
|
|
|
$
|
500
|
|
|
$
|
308
|
|
|
$
|
192
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Liquefaction Supply Derivatives
|
$
|
28
|
|
|
$
|
1
|
|
|
$
|
73
|
|
|
$
|
6
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
SPL Interest Rate Derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
2
|
|
CQP Interest Rate Derivatives
|
14
|
|
|
5
|
|
|
13
|
|
|
6
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
4.1
|
|
Indenture, dated as of September 18, 2017, between Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on September 18, 2017)
|
4.2
|
|
First Supplemental Indenture, dated as of September 18, 2017, between Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on September 18, 2017)
|
4.3
|
|
Form of 5.250% Senior Note due 2025 (Included as Exhibit A-1 to Exhibit 4.2 above)
|
10.1*
|
|
Administrative Amendment, dated August 7, 2017, to the Credit and Guaranty Agreement among the Partnership, as Borrower, certain subsidiaries of the Partnership, as Subsidiary Guarantors, the lenders from time to time party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank, Administrative Agent and Coordinating Lead Arranger, and certain arrangers and other participants
|
10.2
|
|
Registration Rights Agreement, dated as of September 18, 2017, between Cheniere Energy Partners, L.P., the guarantors party thereto and Credit Suisse Securities (USA) LLC (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on September 18, 2017)
|
10.3*
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00059 Insurance Provisional Sum Closeout, dated May 18, 2017
|
10.4*
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00037 HPAA Compressor MODBUS Link, dated June 28, 2017 and (ii) the Change Order CO-00038 Existing Facility Labor Provisional Sum Closure, dated August 24, 2017
|
10.5*
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00021 Soils Preparation Provisional Sum Partial True-Up RECON 3, dated August 24, 2017
|
31.1*
|
|
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
31.2*
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
32.1**
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2**
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
CHENIERE ENERGY PARTNERS, L.P.
|
|
|
|
By:
|
Cheniere Energy Partners GP, LLC,
|
|
|
|
its general partner
|
|
|
|
|
Date:
|
November 8, 2017
|
By:
|
/s/ Michael J. Wortley
|
|
|
|
Michael J. Wortley
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(on behalf of the registrant and
as principal financial officer)
|
|
|
|
|
Date:
|
November 8, 2017
|
By:
|
/s/ Leonard Travis
|
|
|
|
Leonard Travis
|
|
|
|
Vice President and Chief Accounting Officer
|
|
|
|
(on behalf of the registrant and
as principal accounting officer)
|