Related Party Transactions | RELATED PARTY TRANSACTIONS Below is a summary of our related party transactions as reported on our Consolidated Statements of Income for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Regasification revenues—affiliate TUA fees from Cheniere Investments $ 44,982 $ 63,384 $ 161,746 $ 190,153 TUA fees from SPL 18,522 — 28,764 — Sale of natural gas under TUA — 130 1,349 308 Contracts for Sale of Natural Gas — — 918 — Tug Boat Lease Sharing Agreement 716 708 2,150 2,125 Total regasification revenues—affiliate 64,220 64,222 194,927 192,586 Other revenues—affiliate Cargo loading fees under the Terminal Use Rights Assignment and Agreement (the “TURA”) 2,114 — 5,621 — Contracts for Sale of LNG — — 4,129 — Total other revenues—affiliate 2,114 — 9,750 — Operating and maintenance expense—affiliate Contracts for Purchase of Natural Gas and LNG — 734 607 734 Services Agreements 3,216 6,520 14,415 15,491 LNG Site Sublease Agreement (235 ) (235 ) (707 ) (477 ) Other agreements 45 48 (63 ) 40 Total operating and maintenance expense—affiliate 3,026 7,067 14,252 15,788 General and administrative expense—affiliate Services Agreements 2,323 2,387 6,825 8,017 Terminal Use Agreements SPL, a wholly owned subsidiary of Cheniere Partners, obtained approximately 2.0 Bcf/d of regasification capacity under a TUA with us as a result of an assignment in July 2012 by Cheniere Investments, a wholly owned subsidiary of Cheniere Partners, of its rights, title and interest under its TUA with us. SPL is obligated to make monthly capacity payments to us aggregating approximately $250 million per year (the “TUA Fees”) , continuing until at least 20 years after SPL delivers its first commercial cargo at SPL’s facilities under construction. We entered into the TURA with SPL and Cheniere Investments pursuant to which Cheniere Investments has the right to use SPL ’s reserved capacity under the TUA and has the obligation to pay the TUA Fees required by the TUA to us. Cheniere Investments’ right to use capacity at our LNG terminal will be reduced as each of Train s 1 through 4 reaches commercial operations. The percentage of the TUA Fees payable by Cheniere Investments will be reduced from 100% to zero (unless Cheniere Investments utilizes terminal use capacity after Train 4 reaches commercial operations), and the percentage of the TUA Fees payable by SPL will increase by the amount that Cheniere Investments’ percentage decreases. In May 2016, Cheniere Investments’ percentage of all TUA Fees payable to us was reduced from 100% to 75% and SPL’s percentage of all TUA Fees payable to us was increased from zero to 25% in accordance with the TURA . Subsequently, in September 2016, Cheniere Investments’ percentage of all TUA Fees payable to us was further reduced from 75% to 50% and SPL’s percentage of all TUA Fees payable to us was further increased from 25% to 50% in accordance with the TURA . Cheniere Partners has guaranteed SPL’s obligations under the TUA and the obligations of Cheniere Investments under the TURA . In addition, under the TURA , SPL is required to pay us cargo loading fees for the LNG vessels that they load at our LNG terminal. Services Agreements As of September 30, 2016 and December 31, 2015 , we had $5.9 million and $7.2 million , respectively, of advances to affiliates under the services agreements described below. The non-reimbursement amounts incurred under the services agreements described below are recorded in general and administrative expense—affiliate. We have entered into a long-term operation and maintenance agreement (the “O&M Agreement”) with Cheniere Investments pursuant to which we receive all necessary services required to operate and maintain our LNG receiving terminal. We incur a fixed monthly fee of $130,000 (indexed for inflation) under the O&M Agreement , and the cost of a bonus equal to 50% of the salary component of labor costs in certain circumstances to be agreed upon between the parties at the beginning of each operating year. In addition, we incur costs to reimburse Cheniere Investments for its operating expenses, which consist primarily of labor expenses. We have entered into a long-term management services agreement (the “MSA”) with Cheniere Terminals, a wholly owned subsidiary of Cheniere, pursuant to which Cheniere Terminals manages the operation of our LNG receiving terminal, excluding those matters provided for under the O&M Agreement . We incur a monthly fixed fee of $520,000 (indexed for inflation) under the MSA . Cheniere Investments has entered into an information technology services agreement with Cheniere, pursuant to which Cheniere Investment’s subsidiaries, including us, receive certain information technology services. On a quarterly basis, the various entities receiving the benefit are invoiced by Cheniere according to the cost allocation percentages set forth in the agreement. In addition, Cheniere is entitled to reimbursement for all costs incurred by Cheniere that are necessary to perform the services under the agreement. Agreement to Fund Our Cooperative Endeavor Agreements (“CEAs”) We have executed CEAs with various Cameron Parish, Louisiana taxing authorities that allowed them to collect certain annual property tax payments from 2007 through 2016. This 10 -year initiative represented an aggregate commitment of $24.5 million in order to aid in their reconstruction efforts following Hurricane Rita, which we fulfilled our obligations in the first quarter of 2016. In exchange for our advance payments of annual ad valorem taxes, Cameron Parish will grant us a dollar-for-dollar credit against future ad valorem taxes to be levied against our LNG terminal starting in 2019. Beginning in September 2007, we entered into various agreements with Cheniere Marketing, pursuant to which Cheniere Marketing would pay us additional TUA revenues equal to any and all amounts payable by us to the Cameron Parish taxing authorities under the CEAs . In exchange for such amounts received as TUA revenues from Cheniere Marketing, we will make payments to Cheniere Marketing equal to, and in the year the Cameron Parish dollar-for-dollar credit is applied against, ad valorem tax levied on our LNG terminal. These advance tax payments were recorded to other non-current assets, and payments from Cheniere Marketing that we utilized to make the ad valorem tax payments were recorded as deferred revenue—affiliate. As of September 30, 2016 and December 31, 2015 , we had $24.5 million and $22.1 million , respectively, of both other non-current assets resulting from ad valorem tax payments and non-current deferred revenue—affiliate resulting from these payments received from Cheniere Marketing. Contracts for Sale and Purchase of Natural Gas and LNG We are able to sell and purchase natural gas and LNG under agreements with Cheniere Marketing. Under these agreements, we purchase natural gas or LNG from Cheniere Marketing at a sales price equal to the actual purchase price paid by Cheniere Marketing to suppliers of the natural gas or LNG, plus any third-party costs incurred by Cheniere Marketing with respect to the receipt, purchase and delivery of the natural gas or LNG to our LNG terminal. We are also able to sell and purchase natural gas and LNG under an agreement with SPL. Tug Boat Lease Sharing Agreement In connection with our tug boat lease, Tug Services, our wholly owned subsidiary, entered into a tug sharing agreement with a wholly owned subsidiary of Cheniere to provide its LNG cargo vessels with tug boat and marine services at our LNG terminal. LNG Site Sublease Agreement We have entered into agreements with SPL to sublease a portion of the LNG terminal site for its liquefaction project. The annual sublease payment is $0.9 million , which was increased from $0.5 million during 2015. The initial term of the sublease expires on December 31, 2034, with options to renew for multiple 10 -year extensions with similar terms as the initial term. The annual sublease payment will be adjusted for inflation every five years based on a consumer price index, as defined in the sublease agreement. LNG Terminal Export Agreement We have entered into an LNG Terminal Export Agreement with Cheniere Marketing that provides Cheniere Marketing with the ability to export LNG from our LNG terminal. We did no t record any revenues associated with this agreement during the three and nine months ended September 30, 2016 and 2015 . Cooperation Agreement We have entered into an agreement (the “Cooperation Agreement”) with SPL to allow SPL to retain and acquire certain rights to access the property and facilities that we own for the purpose of constructing, modifying and operating SPL’s facilities under construction. In consideration for the access we have given, SPL has agreed to transfer title to us of certain facilities, equipment and modifications, which we are obligated to operate and maintain. The term of this agreement is consistent with our TUA described above. Under this agreement, SPL conveyed to us zero and $252.8 million of assets for the three and nine months ended September 30, 2016 , respectively, and zero and $80.5 million of assets for the three and nine months ended September 30, 2015 , respectively. State Tax Sharing Agreement We have entered into a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which we and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, we will pay to Cheniere an amount equal to the state and local tax that we would be required to pay if our state and local tax liability were calculated on a separate company basis. There have been no state and local taxes paid by Cheniere for which Cheniere could have demanded payment from us under this agreement; therefore, Cheniere has not demanded any such payments from us. The agreement is effective for tax returns due on or after January 1, 2008. |