Supplemental Guarantor Information | SUPPLEMENTAL GUARANTOR INFORMATION Our CQP Senior Notes are jointly and severally guaranteed by each of our subsidiaries other than SPL (the “Guarantors”) and, subject to certain conditions governing its guarantee, Sabine Pass LP (collectively with SPL, the “Non-Guarantors”). These guarantees are full and unconditional, subject to certain customary release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of the Guarantors, (2) upon the liquidation or dissolution of a Guarantor, (3) following the release of a Guarantor from its guarantee obligations and (4) upon the legal defeasance or satisfaction and discharge of obligations under the CQP Indenture . See Note 10—Debt in this quarterly report and Note 11—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017 for additional information regarding the CQP Senior Notes . The following is condensed consolidating financial information for CQP (“Parent Issuer”), the Guarantors on a combined basis and the Non-Guarantors on a combined basis. We have accounted for investments in subsidiaries using the equity method. Condensed Consolidating Balance Sheet September 30, 2018 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — $ — Restricted cash 799 9 649 — 1,457 Accounts and other receivables 1 1 222 — 224 Accounts receivable—affiliate 1 46 21 (46 ) 22 Advances to affiliate — 100 174 (85 ) 189 Inventory — 12 76 — 88 Other current assets 19 1 35 — 55 Other current assets—affiliate — — 21 (21 ) — Total current assets 820 169 1,198 (152 ) 2,035 Property, plant and equipment, net 79 2,136 13,091 (24 ) 15,282 Debt issuance costs, net 1 — 14 — 15 Non-current derivative assets 9 — 16 — 25 Investments in subsidiaries 2,449 347 — (2,796 ) — Other non-current assets, net — 27 152 — 179 Total assets $ 3,358 $ 2,679 $ 14,471 $ (2,972 ) $ 17,536 LIABILITIES AND PARTNERS’ EQUITY Current liabilities Accounts payable $ 1 $ 5 $ 7 $ — $ 13 Accrued liabilities 44 20 439 — 503 Due to affiliates — 132 52 (131 ) 53 Deferred revenue — 24 95 — 119 Deferred revenue—affiliate — 21 — (21 ) — Derivative liabilities — — 6 — 6 Total current liabilities 45 202 599 (152 ) 694 Long-term debt, net 2,565 — 13,494 — 16,059 Non-current derivative liabilities — — 2 — 2 Other non-current liabilities — 5 5 — 10 Other non-current liabilities—affiliate — 23 — — 23 Partners’ equity 748 2,449 371 (2,820 ) 748 Total liabilities and partners’ equity $ 3,358 $ 2,679 $ 14,471 $ (2,972 ) $ 17,536 Condensed Consolidating Balance Sheet December 31, 2017 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — $ — Restricted cash 1,033 12 544 — 1,589 Accounts and other receivables — 2 189 — 191 Accounts receivable—affiliate — 36 163 (36 ) 163 Advances to affiliate — 20 26 (10 ) 36 Inventory — 10 85 — 95 Other current assets 8 3 54 — 65 Other current assets—affiliate — — 21 (21 ) — Total current assets 1,041 83 1,082 (67 ) 2,139 Property, plant and equipment, net 80 2,164 12,920 (25 ) 15,139 Debt issuance costs, net 20 — 18 — 38 Non-current derivative assets 14 — 17 — 31 Investments in subsidiaries 2,076 (63 ) — (2,013 ) — Other non-current assets, net — 37 169 — 206 Total assets $ 3,231 $ 2,221 $ 14,206 $ (2,105 ) $ 17,553 LIABILITIES AND PARTNERS’ EQUITY Current liabilities Accounts payable $ — $ 4 $ 8 $ — $ 12 Accrued liabilities 23 8 606 — 637 Due to affiliates — 47 66 (45 ) 68 Deferred revenue — 27 84 — 111 Deferred revenue—affiliate — 22 — (21 ) 1 Other current liabilities—affiliate — 1 — (1 ) — Total current liabilities 23 109 764 (67 ) 829 Long-term debt, net 2,569 — 13,477 — 16,046 Non-current derivative liabilities — — 3 — 3 Other non-current liabilities — 11 — — 11 Other non-current liabilities—affiliate — 25 — — 25 Partners’ equity (deficit) 639 2,076 (38 ) (2,038 ) 639 Total liabilities and partners’ equity (deficit) $ 3,231 $ 2,221 $ 14,206 $ (2,105 ) $ 17,553 Condensed Consolidating Statement of Operations Three Months Ended September 30, 2018 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues LNG revenues $ — $ — $ 1,249 $ — $ 1,249 LNG revenues—affiliate — — 205 — 205 Regasification revenues — 66 — — 66 Regasification revenues—affiliate — 64 — (64 ) — Other revenues — 9 — — 9 Other revenues—affiliate — 48 — (48 ) — Total revenues — 187 1,454 (112 ) 1,529 Operating costs and expenses Cost of sales (excluding depreciation and amortization expense shown separately below) — — 758 (2 ) 756 Cost of sales—affiliate — — 8 (8 ) — Operating and maintenance expense — 17 96 — 113 Operating and maintenance expense—affiliate — 39 107 (115 ) 31 Development expense — 1 — — 1 General and administrative expense 1 1 1 — 3 General and administrative expense—affiliate 3 6 12 (3 ) 18 Depreciation and amortization expense 1 19 88 (1 ) 107 Impairment expense and loss on disposal of assets — 8 — — 8 Total operating costs and expenses 5 91 1,070 (129 ) 1,037 Income (loss) from operations (5 ) 96 384 17 492 Other income (expense) Interest expense, net of capitalized interest (36 ) (1 ) (146 ) — (183 ) Loss on modification or extinguishment of debt (12 ) — — — (12 ) Derivative gain, net 2 — — — 2 Equity earnings of subsidiaries 354 243 — (597 ) — Other income (expense) 4 (1 ) 5 — 8 Total other income (expense) 312 241 (141 ) (597 ) (185 ) Net income $ 307 $ 337 $ 243 $ (580 ) $ 307 Condensed Consolidating Statement of Operations Three Months Ended September 30, 2017 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues LNG revenues $ — $ — $ 723 $ — $ 723 LNG revenues—affiliate — — 111 — 111 Regasification revenues — 65 — — 65 Regasification revenues—affiliate — 48 — (48 ) — Other revenues — 3 — — 3 Other revenues—affiliate — 51 — (50 ) 1 Total revenues — 167 834 (98 ) 903 Operating costs and expenses Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below) — (1 ) 488 3 490 Cost of sales—affiliate — — 5 (5 ) — Operating and maintenance expense 1 7 65 — 73 Operating and maintenance expense—affiliate 6 33 82 (90 ) 31 Development expense — — 1 — 1 General and administrative expense 1 1 3 — 5 General and administrative expense—affiliate 3 6 12 (3 ) 18 Depreciation and amortization expense 1 17 69 — 87 Other — 1 — — 1 Total operating costs and expenses 12 64 725 (95 ) 706 Income (loss) from operations (12 ) 103 109 (3 ) 197 Other income (expense) Interest expense, net of capitalized interest (29 ) — (124 ) — (153 ) Loss on modification or extinguishment of debt (25 ) — — — (25 ) Derivative gain, net 1 — — — 1 Equity earnings (losses) of subsidiaries 88 (12 ) — (76 ) — Other income — — 3 — 3 Total other income (expense) 35 (12 ) (121 ) (76 ) (174 ) Net income (loss) $ 23 $ 91 $ (12 ) $ (79 ) $ 23 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2018 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues LNG revenues $ — $ — $ 3,419 $ — $ 3,419 LNG revenues—affiliate — — 886 — 886 Regasification revenues — 196 — — 196 Regasification revenues—affiliate — 194 — (194 ) — Other revenues — 28 — — 28 Other revenues—affiliate — 183 — (183 ) — Total revenues — 601 4,305 (377 ) 4,529 Operating costs and expenses Cost of sales (excluding depreciation and amortization expense shown separately below) — 2 2,291 (2 ) 2,291 Cost of sales—affiliate — — 23 (23 ) — Operating and maintenance expense — 48 258 — 306 Operating and maintenance expense—affiliate — 113 317 (343 ) 87 Development expense — 1 1 — 2 General and administrative expense 3 2 4 — 9 General and administrative expense—affiliate 9 17 36 (9 ) 53 Depreciation and amortization expense 2 56 261 (1 ) 318 Impairment expense and loss on disposal of assets — 8 — — 8 Total operating costs and expenses 14 247 3,191 (378 ) 3,074 Income (loss) from operations (14 ) 354 1,114 1 1,455 Other income (expense) Interest expense, net of capitalized interest (104 ) (3 ) (445 ) — (552 ) Loss on modification or extinguishment of debt (12 ) — — — (12 ) Derivative gain, net 13 — — — 13 Equity earnings of subsidiaries 1,030 678 — (1,708 ) — Other income 10 — 9 — 19 Total other income (expense) 937 675 (436 ) (1,708 ) (532 ) Net income $ 923 $ 1,029 $ 678 $ (1,707 ) $ 923 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2017 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues LNG revenues $ — $ — $ 1,718 $ — $ 1,718 LNG revenues—affiliate — — 864 — 864 Regasification revenues — 195 — — 195 Regasification revenues—affiliate — 128 — (128 ) — Other revenues — 7 — — 7 Other revenues—affiliate — 162 — (160 ) 2 Total revenues — 492 2,582 (288 ) 2,786 Operating costs and expenses Cost of sales (excluding depreciation and amortization expense shown separately below) — 1 1,576 3 1,580 Cost of sales—affiliate — — 15 (15 ) — Operating and maintenance expense 4 29 172 — 205 Operating and maintenance expense—affiliate 6 96 224 (256 ) 70 Development expense — — 2 — 2 General and administrative expense 3 2 5 — 10 General and administrative expense—affiliate 9 19 46 (11 ) 63 Depreciation and amortization expense 1 55 183 — 239 Other — 1 — — 1 Total operating costs and expenses 23 203 2,223 (279 ) 2,170 Income (loss) from operations (23 ) 289 359 (9 ) 616 Other income (expense) Interest expense, net of capitalized interest (81 ) — (356 ) — (437 ) Loss on modification or extinguishment of debt (25 ) — (42 ) — (67 ) Derivative loss, net — — (2 ) — (2 ) Equity earnings (losses) of subsidiaries 244 (36 ) — (208 ) — Other income 1 — 5 — 6 Total other income (expense) 139 (36 ) (395 ) (208 ) (500 ) Net income (loss) $ 116 $ 253 $ (36 ) $ (217 ) $ 116 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by operating activities $ 339 $ 408 $ 928 $ (411 ) $ 1,264 Cash flows from investing activities Property, plant and equipment, net — (24 ) (554 ) — (578 ) Investments in subsidiaries (202 ) (81 ) — 283 — Distributions received from affiliates, net 447 350 — (797 ) — Net cash provided by (used in) investing activities 245 245 (554 ) (514 ) (578 ) Cash flows from financing activities Proceeds from issuances of debt 1,100 — — — 1,100 Repayments of debt (1,090 ) — — — (1,090 ) Debt issuance and deferred financing costs (8 ) — — — (8 ) Debt extinguishment costs (6 ) — — — (6 ) Distributions to parent — (858 ) (350 ) 1,208 — Contributions from parent — 202 81 (283 ) — Distributions to owners (814 ) — — — (814 ) Net cash used in financing activities (818 ) (656 ) (269 ) 925 (818 ) Net increase (decrease) in cash, cash equivalents and restricted cash (234 ) (3 ) 105 — (132 ) Cash, cash equivalents and restricted cash—beginning of period 1,033 12 544 — 1,589 Cash, cash equivalents and restricted cash—end of period $ 799 $ 9 $ 649 $ — $ 1,457 Balances per Condensed Consolidating Balance Sheet: September 30, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — $ — Restricted cash 799 9 649 — 1,457 Total cash, cash equivalents and restricted cash $ 799 $ 9 $ 649 $ — $ 1,457 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 (in millions) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities $ (89 ) $ 293 $ 317 $ (8 ) $ 513 Cash flows from investing activities Property, plant and equipment, net — (16 ) (1,187 ) 8 (1,195 ) Investments in subsidiaries (216 ) (7 ) — 223 — Distributions received from affiliates, net 929 450 — (1,379 ) — Net cash provided by (used in) investing activities 713 427 (1,187 ) (1,148 ) (1,195 ) 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 (18 ) — (29 ) — (47 ) Distributions to parent — (929 ) (450 ) 1,379 — Contributions from parent — 216 7 (223 ) — Distributions to owners (74 ) — — — (74 ) Net cash provided by (used in) financing activities (62 ) (713 ) 1,139 1,156 1,520 Net increase in cash, cash equivalents and restricted cash 562 7 269 — 838 Cash, cash equivalents and restricted cash—beginning of period 234 13 358 — 605 Cash, cash equivalents and restricted cash—end of period $ 796 $ 20 $ 627 $ — $ 1,443 |