UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Sabine Pass LNG, L.P.

(Exact name of registrant as specified in its charter)



Delaware	333-138916	20-0466069
(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)

(713) 375-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x¨ No ¨x

Note: As a voluntary filer not subject to the filing requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has filed all reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months as if it were subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer x Smaller reporting company ¨o (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of the issuer’s classes of common stock, as of the latest practicable date: Not applicable

SABINE PASS LNG, L.P.

TABLE OF CONTENTS

	Definitions	1	1
Part I. Financial Information
Item 1.	Consolidated Financial Statements	2	2
	Consolidated Balance Sheets	2	2
	Consolidated Statements of Income	3	3
	Consolidated Statement of Partners’ Deficit	4	4
	Consolidated Statements of Cash Flows	5	5
	Notes to Consolidated Financial Statements	6	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17	17
Item 4.	Controls and Procedures	17	17
Part II. Other Information
Item 1.	Legal Proceedings	18	18
Item 1A.	Risk Factors	18	18
Item 5.	Other Information	18	18
Item 6.	Exhibits	20	19
	Signatures	21	20

DEFINITIONS

As commonly used in the liquefied natural gas industry, to the extent applicable, and as used in this quarterly report, the terms listed below have the following meanings:

Common Industry and Other Terms

Bcf/d		billion cubic feet per day
Bcfe		billion cubic feet equivalent
GAAP		generally accepted accounting principles in the United States
LNG		liquefied natural gas, a product of natural gas consisting primarily of methane (CH4) that is in liquid form at near atmospheric pressure
SEC		Securities and Exchange Commission
Train		a refrigerant compressor train used in the industrial process to convert natural gas into LNG
SPA		LNG sale and purchase agreement
Train		an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
TUA		terminal use agreement

Company Abbreviations

Cheniere Cheniere Energy, Inc. Cheniere Holdings Cheniere Energy Partners LP Holdings, LLC Cheniere Investments Cheniere Energy Investments, LLC Cheniere Marketing Cheniere Marketing, LLC and subsidiaries Cheniere Partners Cheniere Energy Partners, L.P. Cheniere Terminals Cheniere LNG Terminals, LLC ~~Tug~~Sabine ~~Services~~Pass GP Sabine Pass ~~Tug~~LNG-GP, ~~Services~~LLC Sabine Pass LP Sabine Pass LNG-LP, LLC SPL Sabine Pass Liquefaction, LLC Tug Services Sabine Pass Tug Services, LLC

Unless the context requires otherwise, references to “SPLNG,” “we,” “us” and “our” refer to Sabine Pass LNG, L.P. and its wholly owned subsidiary.


PART I.	FINANCIAL INFORMATION


ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30,			December 31,
	March 31,			December 31,
	2015			2014
	2016			2015
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	89,~~134~~815		$	57,~~460~~642
Restricted cash	53115,~~013~~469			1477,~~959~~415
Accounts receivable—affiliate	15,~~423~~100			~~1,055~~615
Advances to affiliate	146,~~966~~986			17,~~868~~154
LNG inventory	6,892			1,987
Inventory	8,585			9,646
Other current assets	53,~~842~~574			45,~~301~~499
Total current assets	90149,~~270~~529			29107,~~630~~971
Non-current restricted cash	7613,~~106~~650			7613,~~106~~650
Property, plant and equipment, net	1,~~442~~675,~~010~~760			1,~~392~~435,~~443~~024
Debt issuance costs, net	9,482			12,643
Other non-current assets	30,839			29,149
Other non-current assets	22,224			19,802
Total assets	$	1,869,778		$	1,585,794
Total assets	$	1,640,092		$	1,530,624
LIABILITIES AND PARTNERS’ DEFICIT
Current liabilities
Accounts payable	$	1,~~026~~526		$	~~408~~2,675
Accrued liabilities	5857,~~999~~243			1618,~~036~~877
Due to affiliates	8,116			2,266
Current debt, net	1,660,318			1,658,379
Deferred revenue	26,653			26,655
Due to affiliates	3,377			12,840
Deferred revenue—affiliate	21,836			21,839
Deferred revenue	26,669			26,669
Total current liabilities	116,630			67,204
Deferred revenue—affiliate	21,845			21,845
Long-term debt, net of discount	2,080,023			2,076,502
Total current liabilities	1,770,978			1,741,285
Non-current deferred revenue	10,500			13,500
Long-term debt, net of discount	414,690			414,402
Non-current deferred revenue—affiliate	22,080			19,626
Non-current deferred revenue	8,500			9,500
Other non-current liabilities	176			185
Non-current deferred revenue—affiliate	24,533			22,080
Other non-current liabilities—affiliate	212			78
Other non-current liabilities	172			175
Partners’ deficit	(589,529		)	(646,471		)
Other non-current liabilities—affiliate	196			236
Total liabilities and partners’ deficit	$	1,640,092		$	1,530,624
Partners’ deficit	(349,291		)	(601,884		)
Total liabilities and partners’ deficit	$	1,869,778		$	1,585,794

The accompanying notes are an integral part of these consolidated financial statements.

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

(unaudited)

	Three Months Ended						Nine Months Ended
	Three Months Ended March 31,
	September 30,						September 30,
	2016			2015
	2015			2014			2015			2014
Revenues
Revenues
Regasification revenues	$	65,384		$	66,718
Revenues	$	66,597		$	66,890		$	199,805		$	200,141
Regasification revenues—affiliate	65,346			64,128
Revenues—affiliates	64,222			64,111			192,586			192,634
Other revenues—affiliate	4,183			—
Total revenues	~~130~~134,~~819~~913			~~131~~130,~~001~~846			~~392,391~~			~~392,775~~
Operating costs and expenses
Operating and maintenance expense	611,~~932~~938			811,~~621~~193			~~24,915~~			~~24,216~~
Operating and maintenance expense—affiliate	76,~~067~~936			3,~~789~~644			~~15,788~~			~~11,592~~
Depreciation expense	11,583			10,623			33,430			31,844
General and administrative expense	272			628
General and administrative expense	1,120			637			2,545			1,312
General and administrative expense—affiliate	2,178			2,771
General and administrative expense—affiliate	2,387			2,971			8,017			8,947
Depreciation and amortization expense	12,398			10,603
Total operating costs and expenses	2933,~~089~~722			2628,~~641~~839			~~84,695~~			~~77,911~~
Income from operations	101,~~730~~191			~~104~~102,~~360~~007			~~307,696~~			~~314,864~~
Other income (expense)
Interest expense	(40,~~292~~281		)	(40,~~293~~269		)	~~(120,842~~		)	~~(120,843~~		)
Other income	27101			38			58			10
Total other expense	(40,~~265~~180		)	(40,~~290~~261		)	~~(120,784~~		)	~~(120,833~~		)
Net income	$	61,~~465~~011		$	6461,~~070~~746		$	~~186,912~~		$	~~194,031~~

The accompanying notes are an integral part of these consolidated financial statements.

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

CONSOLIDATED STATEMENT OF PARTNERS’ DEFICIT

(in thousands)

(unaudited)

	General Partner Sabine PassLNG-GP, LLC		Limited Partner Sabine PassLNG-LP, LLC			TotalPartners’Deficit
Balance at December 31, 2014	$	—	$	(646,471	)	$	(646,471	)
Balance at December 31, 2015	$	—	$	(601,884	)	$	(601,884	)
Net income	—		~~186~~61,~~912~~011			~~186~~61,~~912~~011
Capital contributions from Cheniere Partners	—		52,400			52,400
Non-cash contributions from limited partner	—		254,966			254,966
Non-cash contributions from limited partner	—		85,566			85,566
Distributions to limited partner	—		(63,384		)	(63,384		)
Distributions to limited partner	—		(267,936		)	(267,936		)
Balance at March 31, 2016	$	—	$	(349,291	)	$	(349,291	)
Balance at September 30, 2015	$	—	$	(589,529	)	$	(589,529	)

The accompanying notes are an integral part of these consolidated financial statements.

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	Three Months Ended March 31,
	September 30,
	2016			2015
	2015			2014
Cash flows from operating activities
Net income	$	~~186~~61,~~912~~011		$	~~194~~61,~~031~~746
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	33,430			31,844
Depreciation and amortization expense	12,398			10,603
Amortization of debt issuance costs and discount	62,~~683~~228			62,~~683~~216
Other	~~1,313~~226			33770
Other—affiliate	52,~~051~~165			—
Changes in restricted cash for certain operating activities	(38,054		)	(38,053		)
Changes in operating assets and liabilities:
Accounts and interest receivable	(33117		)	(1925,~~567~~901		)
Accounts receivable—affiliate	(~~500~~4,484		)	(1227,~~913~~179		)
Advances to affiliate	~~(13,098~~168		)	(~~360~~4,546		)
LNG inventory	(6,122		)	(2,197		)
Inventory	845			(14,591		)
Accounts payable and accrued liabilities	4237,~~676~~459			3949,~~979~~188
Due to affiliates	5(4,~~851~~927		)	~~(10~~6,~~263~~949		)
Deferred revenue	(31,~~003~~000		)	(21,~~955~~003		)
Other, net	(32,~~892~~567		)	(~~738~~2,786		)
Other—affiliate	~~2,584~~(41		)	452,448
Net cash provided by operating activities	~~219~~70,~~798~~444			~~185~~19,~~569~~861
Cash flows from investing activities
Property, plant and equipment, net	(~~1,588~~350		)	~~(275~~4		)
Net cash used in investing activities	(1,588		)	(275		)
Other	(4,537		)	—
Net cash provided by (used in) investing activities	(4,887		)	4
Cash flows from financing activities
Capital contributions from Cheniere Partners	~~52,400~~—			4353,~~015~~122
Distributions to limited partner	(~~267~~63,~~936~~384		)	(~~237~~70,~~679~~782		)
Net cash used in financing activities	(~~215~~63,~~536~~384		)	(~~194~~17,~~664~~660		)
Net increase (decrease) in cash and cash equivalents	2,674			(9,370		)
Net increase in cash and cash equivalents	2,173			2,205
Cash and cash equivalents—beginning of period	57,~~460~~642			145,~~994~~460
Cash and cash equivalents—end of period	$	89,~~134~~815		$	57,~~624~~665

The accompanying notes are an integral part of these consolidated financial statements.

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements of SPLNG have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, operating results ~~of operations~~ or cash flows.

~~Results~~In of2016, ~~operations~~we ~~for~~renamed ~~the~~our ~~three~~“revenues” ~~and~~line ~~nine~~item ~~months~~as ~~ended~~“regasification ~~September 30~~revenues”, ~~2015~~which include both LNG regasification capacity reservation fees that are ~~not~~received ~~necessarily~~pursuant ~~indicative~~to ofour ~~the~~TUAs ~~results~~and oftug ~~operations~~services fees that ~~will~~are bereceived ~~realized~~by ~~for~~Tug ~~the~~Services, ~~year~~our ~~ending~~wholly ~~December 31,~~owned ~~2015~~subsidiary.

Results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2016.

We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Income, is able to be included in the federal income tax return of Cheniere Partners, a publicly traded partnership which indirectly owns us. Accordingly, no provision or liability for federal or state income taxes is included in the accompanying Consolidated Financial Statements.

For further information, refer to the Consolidated Financial Statements and accompanying notes included in our ~~Annual~~annual ~~Report~~report on Form 10-K for the year ended December 31, ~~2014~~2015.

NOTE 2—RESTRICTED CASH

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal, ~~are controlled by a collateral trustee~~ and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. Restricted cash consisted of the following (in thousands):

We have consummated private offerings of an aggregate principal amount of $1,665.5 million, before discount, of 7.50% Senior Secured Notes due 2016 (the “2016 Senior Notes”) and $420.0 million of 6.50% Senior Secured Notes due 2020 (the “2020 Senior Notes” and collectively with the 2016 Senior Notes, the “Senior Notes”). Under the indentures governing the Senior Notes (the “Senior Notes Indentures”), except for permitted tax distributions, we may not make distributions until certain conditions are satisfied, including: (1) there must be on deposit in an interest payment account an amount equal to one-sixth of the semi-annual interest payment multiplied by the number of elapsed months since the last semi-annual interest payment, and (2) there must be on deposit in a permanent debt service reserve fund an amount equal to one semi-annual interest payment. Distributions are permitted only after satisfying the foregoing funding requirements, a fixed charge coverage ratio test of 2:1 and other conditions specified in the Senior Notes Indentures.



	March 31,		December 31,
	2016		2015
Current restricted cash
Debt service and interest payment	$	115,469	$	77,415

Non-current restricted cash
Debt service	$	13,650	$	13,650

AsUnder ofthe ~~September 30,~~indentures ~~2015~~governing ~~and~~our ~~December~~senior 31notes (the “Senior Notes Indentures”), ~~2014~~except for permitted tax distributions, we ~~classified~~may ~~$53.0~~not ~~million~~make ~~and~~distributions ~~$15.0~~until ~~million,~~certain ~~respectively~~conditions are satisfied, asincluding: ~~current~~(1) ~~restricted~~there ~~cash~~must ~~for~~be ~~the~~on deposit in an interest payment account an amount equal to one-sixth of ~~current~~the semi-annual interest ~~due. As~~payment multiplied by the number of ~~both~~elapsed ~~September 30,~~months ~~2015~~since ~~and~~the ~~December~~last ~~31,~~semi-annual ~~2014~~interest payment, weand ~~classified~~(2) ~~the~~there must be on deposit in a permanent debt service reserve fund an amount equal to one semi-annual interest payment. Distributions are permitted only after satisfying the foregoing funding requirements, a fixed charge coverage ratio test of 2:1 and other conditions specified in the Senior Notes Indentures. During the three months ended March 31, 2016 and 2015, we made distributions of $7663.14 million asand ~~non-current~~$70.8 ~~restricted~~million, ~~cash~~respectively, after satisfying all the applicable conditions in the Senior Notes Indentures.

See Note 6—Long-Term Debt for additional details about our long-term debt.

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 3—~~PROPERTY, PLANT AND EQUIPMENT~~INVENTORY

As of March 31, 2016 and December 31, 2015, inventory consisted of the following (in thousands):



	March 31,		December 31,
	2016		2015
LNG	$	1,648	$	3,690
Materials and other	6,937		5,956
Total inventory	$	8,585	$	9,646

NOTE 4—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of LNG terminal costs and fixed assets, as follows (in thousands):

	September 30,				December 31,
		March 31,				December 31,
	2015				2014
		2016				2015
LNG terminal costs
LNG terminal	$	~~1,723,534~~$	1,978,191		$	~~1,643,018~~$	1,723,534
LNG terminal construction-in-process	~~2,514~~	5,264			27	7,011
LNG site and related costs, net	~~136~~	133			~~142~~	135
Accumulated depreciation	~~(284,265~~	(307,944	)	)	~~(250,954~~	(295,793	)	)
Total LNG terminal costs, net	~~1,441,919~~	1,675,644			~~1,392,233~~	1,434,887
Fixed assets
Machinery and equipment	~~1,169~~	1,061			~~1,169~~	1,061
Computer and office equipment	~~424~~	424			~~424~~	424
Vehicles	~~654~~	676			~~654~~	676
Other	~~670~~	669			~~697~~	669
Accumulated depreciation	~~(2,826~~	(2,714	)	)	~~(2,734~~	(2,693	)	)
Total fixed assets, net	91	116			~~210~~	137
Property, plant and equipment, net	$	~~1,442,010~~$	1,675,760		$	~~1,392,443~~$	1,435,024

NOTE 45—~~DERIVATIVE~~ACCRUED ~~INSTRUMENTS~~LIABILITIES

As ~~During the second quarter~~ of ~~2013~~March 31, we2016 ~~began to enter into forward contracts under an International Swaps~~ and ~~Derivatives~~December ~~Association~~31, ~~master agreement with Cheniere Marketing~~2015, aaccrued ~~wholly~~liabilities ~~owned~~consisted ~~subsidiary~~ of ~~Cheniere, to hedge~~ the ~~exposure~~following ~~to price risk attributable to future purchases of natural gas to be utilized as fuel to operate our LNG terminal~~ (~~“Fuel~~in ~~Derivatives”~~thousands). We elected to account for these Fuel Derivatives as normal purchase normal sale transactions, exempt from fair value accounting. Gains and losses for these physical hedges are not reflected on our Consolidated Statements of Income until the period of delivery. We had not posted collateral for such forward contracts as of September: ~~30, 2015 and December 31, 2014.~~

Additionally, we have entered into certain derivative instruments to hedge the exposure to variability in expected future cash flows attributable to the future sale of our LNG inventory (collectively with Fuel Derivatives, “Natural Gas Derivatives”).



	March 31,		December 31,
	2016		2015
Interest expense	$	53,013	$	14,960
LNG terminal costs	4,230		3,917
Total accrued liabilities	$	57,243	$	18,877

The following table (in thousands) shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, which are classified as other current assets in our Consolidated Balance Sheets.

	Fair Value Measurements as of
	September 30, 2015								December 31, 2014
	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
Natural Gas Derivatives asset	$	—	$	47	$	—	$	47	$	—	$	145	$	—	$	145

The estimated fair values of our Natural Gas Derivatives are the amounts at which the instruments could be exchanged currently between willing parties. We value these derivatives using observable commodity price curves and other relevant data. Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for net settlement.

The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our Natural Gas Derivatives are in an asset position. Our derivative transactions are executed through over-the-counter contracts which are subject to nominal credit risk as these transactions are settled on a daily margin basis with investment grade financial institutions. We are required by these financial institutions to use margin deposits as credit support for these derivative activities. We had collateral calls of $29,000 and $132,000 for such contracts, which have

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

~~not~~NOTE ~~been reflected in the derivative fair value tables, but are included in the other current assets balance as of September 30, 2015 and December 31, 2014, respectively.~~6—DEBT

WeAs ~~recognize~~of ~~all~~March 31, ~~derivative~~2016 ~~instruments~~and ~~that~~December ~~qualify~~31, ~~for~~2015, ~~derivative~~our ~~accounting~~debt ~~treatment~~consisted asof ~~either~~the ~~assets~~following or(in ~~liabilities and measure those instruments at fair value.~~ thousands):

The following table (in thousands) shows the fair value and location of our Natural Gas Derivatives on our Consolidated Balance Sheets:



	March 31,			December 31,
	2016			2015
Long-term debt
6.50% Senior Secured Notes due 2020 (“2020 Senior Notes”) (1)	$	420,000		$	420,000
Unamortized debt issuance costs (2)	(5,310		)	(5,598		)
Total long-term debt, net	414,690			414,402

Current debt
7.50% Senior Secured Notes due 2016 (“2016 Senior Notes”), net of unamortized discount of $3,130 and $4,303 (3)	1,662,370			1,661,197
Unamortized debt issuance costs (2)	(2,052		)	(2,818		)
Total current debt, net	1,660,318			1,658,379

Total debt, net	$	2,075,008		$	2,072,781

		Fair Value Measurements as of
	Balance Sheet Location	September 30, 2015		December 31, 2014
Natural Gas Derivatives asset	Other current assets	$	47	$	145


(1)	Must be redeemed or repaid concurrently with the 2016 Senior Notes under the terms of the credit facilities that Cheniere Partners entered into during February 2016 (the “2016 CQP Credit Facilities”) if the obligations under the 2016 Senior Notes are satisfied with borrowings under the 2016 CQP Credit Facilities.

~~The~~(2) ~~following~~Effective ~~table~~January ~~(in~~1, ~~thousands)~~2016, ~~shows~~we ~~the~~adopted ~~changes~~ASU 2015-03 and ASU 2015-15, which require debt issuance costs to be presented in the ~~fair~~balance ~~value~~sheet ~~and~~as ~~settlements~~a ofdirect ~~our~~deduction ~~Natural~~from ~~Gas~~the ~~Derivatives~~debt ~~recorded~~liability, inrather ~~operating~~than ~~and~~as ~~maintenance~~an ~~expense~~asset, onretrospectively ~~our~~for ~~Consolidated~~each ~~Statements~~reporting ofperiod ~~Income~~presented. ~~during~~As ~~the~~a ~~three~~result, we reclassified $5.6 million and ~~nine~~$2.8 ~~months~~million ~~ended~~from ~~September~~debt 30issuance costs, ~~2015~~net to long-term debt, net and ~~2014:~~current debt, net, respectively, as of December 31, 2015.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Natural Gas Derivatives gain	$	79	$	65	$	96	$	384


(3)	Matures on November 30, 2016. We currently anticipate that we will satisfy this obligation with capital contributions from Cheniere Partners, which it will fund with borrowings under the 2016 CQP Credit Facilities.

Balance Sheet Presentation

Our Natural Gas Derivatives are presented on a net basis on our Consolidated Balance Sheets as described above. The following table (in thousands) shows the fair value of our Natural Gas Derivatives outstanding on a gross and net basis:

	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, 2015
Natural Gas Derivatives	$	53	$	(6	)	$	47
As of December 31, 2014
Natural Gas Derivatives	147		(2		)	145

NOTE 5—ACCRUED LIABILITIES

As of September 30, 2015 and December 31, 2014, accrued liabilities consisted of the following (in thousands):

	September 30,		December 31,
	2015		2014
Interest expense	$	53,013	$	14,959
LNG terminal costs	5,986		1,077
Total accrued liabilities	$	58,999	$	16,036

NOTE 6—LONG-TERM DEBT

As of September 30, 2015 and December 31, 2014, our long-term debt consisted of the following (in thousands):

	Interest	September 30,			December 31,
	Rate	2015			2014
Long-term debt
2016 Senior Notes	7.500%	$	1,665,500		$	1,665,500
2020 Senior Notes	6.500%	420,000			420,000
Total long-term debt		2,085,500			2,085,500
Long-term debt discount
2016 Senior Notes		(5,477		)	(8,998		)
Total long-term debt, net		$	2,080,023		$	2,076,502

SABINE PASS LNG, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Senior Notes

Under the Senior Notes Indentures, except for permitted tax distributions, we may not make distributions until certain conditions are satisfied as described in Note 2—Restricted Cash. During the nine months ended September 30, 2015 and 2014, we made distributions of $267.9 million and $237.7 million, respectively, after satisfying all the applicable conditions in the Senior Notes Indentures.

Fair Value Disclosures

The following table (in thousands) shows the carrying amount and estimated fair value of our long-term debt:

	September 30, 2015						December 31, 2014
		March 31, 2016						December 31, 2015
	~~CarryingAmount~~	CarryingAmount		~~EstimatedFair Value (1)~~	EstimatedFair Value (1)		~~CarryingAmount~~	CarryingAmount		~~EstimatedFair Value (1)~~	EstimatedFair Value (1)
2016 Senior Notes, net of discount	$	1,660,023		$	1,684,923		$	1,656,502		$	1,718,621
Senior Notes, net of discount (1)		$	2,082,370		$	2,146,985		$	2,081,197		$	2,056,091
2020 Senior Notes	420,000			410,550			420,000			428,400

(1) ~~The~~Includes ~~Level~~2016 2Senior ~~estimated~~Notes, ~~fair~~net ~~value~~of ~~was~~discount, ~~based~~and on2020 ~~quotations~~Senior ~~obtained~~Notes ~~from~~(collectively, ~~broker-dealers~~the ~~who~~“Senior ~~make~~Notes”). ~~markets~~The inLevel ~~these~~2 ~~and~~estimated ~~similar~~fair ~~instruments~~value was based on ~~the~~quotes ~~closing~~obtained ~~trading~~from ~~prices~~broker-dealers onor ~~September~~market ~~30,~~makers ~~2015~~of ~~and~~our ~~December~~Senior ~~31,~~Notes ~~2014,~~and asother ~~applicable~~similar instruments.

NOTE 7—RELATED PARTY TRANSACTIONS

Terminal Use Agreement

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, continuing until at least 20 years after SPL delivers its first commercial cargo at SPL’s facilities under construction. We entered into a terminal use rights assignment and agreement (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 make the monthly capacity payments required by the TUA to us. Cheniere Investments’ right to use capacity at our LNG terminal will be reduced as each of Trains 1 through 4 reaches commercial operations. The percentage of the monthly capacity payments 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 monthly capacity payments payable by SPL will increase by the amount that Cheniere Investments’ percentage decreases. Cheniere Partners has guaranteed SPL’s obligations under the TUA and the obligations of Cheniere Investments under the TURA.

SABINE PASS LNG, L.P. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

increase by the amount that Cheniere Investments’ percentage decreases. Cheniere Partners has guaranteed SPL’s obligations under the TUA and the obligations of Cheniere Investments under the TURA. We recorded other revenues—affiliate of $1.5 million for cargo loading services, pursuant to the TURA during the three months ended March 31, 2016.

Services Agreements

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, which is recorded as general and administrative expense—affiliate on our Consolidated Statements of Income, 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, which is recorded as general and administrative expense—affiliate on our Consolidated Statements of Income.

AsCheniere ofInvestments ~~September 30,~~has ~~2015~~entered ~~and~~into ~~December~~an ~~31,~~information ~~2014,~~technology weservices ~~had~~agreement ~~$15.0~~with ~~million~~Cheniere, ~~and~~pursuant ~~$1.9~~to ~~million,~~which ~~respectively,~~Cheniere ofInvestment’s ~~advances~~subsidiaries, toincluding ~~affiliates~~us, ~~under~~receive ~~the~~certain ~~foregoing~~information ~~services~~technology ~~agreements~~services. ~~During~~On a quarterly basis, the ~~three~~various ~~months~~entities ~~ended~~receiving ~~September~~the ~~30,~~benefit ~~2015~~are ~~and~~invoiced ~~2014,~~by weCheniere ~~recorded~~according ~~general~~to ~~and~~the ~~administrative~~cost ~~expense—affiliate~~allocation ofpercentages ~~$2.4~~set ~~million~~forth ~~and~~in $3the agreement.0 In ~~million~~addition, ~~respectively,~~Cheniere ~~and~~is ~~operating~~entitled ~~and~~to ~~maintenance~~reimbursement ~~expense—affiliate~~for ofall ~~$7.3~~costs ~~million~~incurred ~~and~~by ~~$3.9~~Cheniere ~~million,~~that ~~respectively,~~are ~~under~~necessary ~~the~~to ~~foregoing~~perform the services ~~agreements. During~~under the ~~nine~~agreement. ~~months ended~~

9As of March 31, 2016 and December 31, 2015, we had $7.0 million and $7.2 million, respectively, of advances to affiliates under the foregoing services agreements. During the three months ended March 31, 2016 and 2015, we recorded general and administrative expense—affiliate of $2.2 million and $2.8 million, respectively, and operating and maintenance expense—affiliate of $7.2 million and $3.8 million, respectively, under the foregoing services agreements.

SABINE PASS LNG, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

September 30, 2015 and 2014, we recorded general and administrative expense—affiliate of $8.0 million and $8.9 million, respectively, and operating and maintenance expense—affiliate of $16.3 million and $12.0 million, respectively, under the foregoing services agreements.

Agreement to Fund Our Cooperative Endeavor Agreements (“CEAs”)

InWe ~~July~~have ~~2007, we~~ executed CEAs with various Cameron Parish, Louisiana taxing authorities that ~~allow~~allowed them to collect certain annual property tax payments infrom 2007 through 2016. This 10-year initiative ~~represents~~represented an aggregate commitment of up to $25.0 million, ~~and~~in weorder ~~will~~to ~~make~~aid ~~resources~~in ~~available~~their toreconstruction ~~the~~efforts ~~Cameron~~following ~~Parish~~Hurricane ~~taxing~~Rita. As ~~authorities~~of onMarch 31, an2016, ~~accelerated~~we ~~basis~~have infulfilled ~~order~~our toaggregate ~~aid~~commitment inobligations ~~their~~to ~~reconstruction~~the ~~efforts~~various ~~following~~Cameron ~~Hurricane~~Parish, ~~Rita~~Louisiana taxing authorities. 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. InBeginning in September 2007, we entered into anvarious ~~agreement~~agreements with Cheniere Marketing, pursuant to which Cheniere Marketing would pay us additional TUA revenues equal to any and all amounts payable ~~under~~by ~~the CEAs in exchange for a similar amount of credits against future TUA payments it would owe~~ us ~~under its TUA starting in 2019. In June 2010, Cheniere Marketing assigned its TUA~~ to ~~Cheniere~~the ~~Investments~~Cameron ~~and~~Parish ~~concurrently~~taxing ~~entered~~authorities ~~into a variable capacity rights agreement (“VCRA”), allowing Cheniere Marketing to utilize Cheniere Investments’ capacity~~ under the ~~TUA after the assignment~~CEAs. In ~~July~~exchange ~~2012,~~for ~~Cheniere~~such ~~Investments~~amounts ~~entered~~received ~~into~~as anTUA ~~amended~~revenues ~~and~~from ~~restated VCRA with~~ Cheniere Marketing, inwe ~~order~~will ~~for~~make ~~Cheniere~~payments ~~Investments~~ to ~~utilize during construction of SPL’s liquefaction project the capacity rights granted under the TURA.~~ Cheniere Marketing ~~will~~equal ~~continue~~ to, ~~fund~~and ~~the~~in ~~CEAs during~~ the ~~term~~year of the ~~amended~~Cameron ~~and~~Parish ~~restated~~dollar-for-dollar ~~VCRA~~credit ~~and,~~is inapplied ~~exchange~~against, ~~Cheniere~~ad ~~Marketing~~valorem ~~will~~tax ~~receive~~levied ~~the~~on ~~benefit~~our ofLNG ~~any future credits~~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~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, we had $2224.15 million and $1922.61 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. As a result, we record the purchases of natural gas and LNG from Cheniere Marketing to be utilized as fuel to operate our LNG terminal as operating and maintenance expense.

~~We recorded operating and maintenance expense of $1.1 million and $0.~~9 million in the three months ended September 30, 2015 and 2014, respectively, and $3.7 million and $2.1 million in the nine months ended September 30, 2015 and 2014, respectively, of natural gas purchased from Cheniere Marketing under these agreements. We recorded revenues of $4.4 million and $0.3 million in the three months ended September 30, 2015 and 2014, respectively, and $9.8 million and $0.5 million in the nine months ended September 30, 2015 and 2014, respectively, for natural gas sold to Cheniere Marketing under these agreements.

~~Tug~~SABINE ~~Boat~~PASS ~~Lease~~LNG, ~~Sharing~~L.P. ~~Agreement~~AND SUBSIDIARY

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. Tug Services recorded revenues—affiliate of $0.7 million pursuant to this agreement in each of the three months ended September 30, 2015 and 2014. Tug Services recorded revenues—affiliate of $2.1 million pursuant to this agreement in each of the nine months ended September 30, 2015 and 2014.

SABINE PASS LNG, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

We recorded operating and maintenance expense—affiliate of $0.7 million and $1.6 million in the three months ended March 31, 2016 and 2015, respectively, of natural gas purchased from Cheniere Marketing under these agreements. We recorded regasification revenues—affiliate of $0.9 million and $1.3 million in the three months ended March 31, 2016 and 2015, respectively, for natural gas sold to Cheniere Marketing under these agreements.

We are also able to sell and purchase natural gas and LNG under an agreement with SPL. During the three months ended March 31, 2016, we sold LNG to SPL and recorded other revenues—affiliate of $2.7 million. We also sold natural gas to SPL and recorded regasification revenues—affiliate of $0.3 million in the three months ended March 31, 2016.

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. Tug Services recorded regasification revenues—affiliate of $0.6 million and $0.7 million pursuant to this agreement during the three months ended March 31, 2016 and 2015, respectively.

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 $10.9 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. We recognized $0.2 million and $0.1 million of sublease revenue from SPL as a credit to operating and maintenance expense—affiliate on our Consolidated Statements of Income for ~~the~~each ~~three months ended September 30, 2015 and 2014, respectively. We recognized $0.5 million and $0.4 million~~ of ~~sublease revenue from SPL as a credit to operating and maintenance expense—affiliate on our Consolidated Statements of Income for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively.

LNG Terminal Export Agreement

InWe ~~January~~have ~~2010, we~~ 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 not record any revenues associated with this agreement during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015.

Cooperation Agreement

We have entered into an 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~~ $80252.58 million ~~of assets for the three~~ and ~~nine months ended September 30, 2015, respectively, and zero and~~ $0.7 million of assets ~~for~~during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2016 and 2015, respectively.

State Tax Sharing Agreement

InWe ~~November~~have ~~2006, we~~ 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.

SABINE PASS LNG, L.P. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 8—SUPPLEMENTAL CASH FLOW INFORMATION

The following table (in thousands) provides supplemental disclosure of cash flow information:

	Nine Months Ended September 30,
		Three Months Ended March 31,
	2015			2014
		2016			2015
Cash paid during the year for interest	$	76,106		$	76,106
Non-cash contributions for conveyance of assets under Cooperation Agreement		$	252,801		$	745
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate)	898			—
Non-cash contributions from limited partner for certain operating activities		2,165			—
Non-cash contributions for conveyance of assets under Cooperation Agreement	80,515			745
Non-cash contributions from limited partner for certain operating activities	5,051			—

The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) was $1.4 million and zero, as of March 31, 2016 and 2015, respectively.

NOTE 9—RECENT ACCOUNTING STANDARDS

~~In May 2014, the Financial Accounting Standards Board (the “FASB”) amended its guidance on revenue recognition.~~ The ~~core~~following ~~principle~~table ofprovides ~~this~~a ~~amendment~~brief isdescription ~~that an entity should recognize revenue to depict the transfer~~ of ~~promised~~recent ~~goods~~accounting orstandards ~~services to customers in an amount~~ that ~~reflects~~had ~~the~~not ~~consideration~~been toadopted ~~which~~by the ~~entity~~Company expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier adoption is permitted as of ~~annual reporting periods beginning after December 15~~March 31, 2016~~. This~~:



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 amends 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. This guidance may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.	January 1, 2018	We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern	This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted.	December 31, 2016	The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures.
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	We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
ASU 2016-02, Leases (Topic 842)	This standard requires a lessee to recognize leases on its balance sheet by recording a 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 are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

SABINE PASS LNG, L.P. AND ~~SUBSIDIARIES~~SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

~~guidance~~Additionally, ~~may~~the befollowing ~~adopted~~table ~~either~~provides ~~retrospectively to each prior reporting period presented or as~~ a ~~cumulative-effect~~brief ~~adjustment~~description as of ~~the~~recent ~~date~~accounting ofstandards ~~adoption. We~~that ~~are~~were ~~currently~~adopted ~~evaluating~~by the ~~impact~~Company ofduring the ~~provisions~~reporting ofperiod: ~~this guidance on our Consolidated Financial Statements and related disclosures.~~

In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This guidance is effective for annual reporting periods ending after December 15, 2016, and for annual periods and interim periods thereafter, with earlier adoption permitted. The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures.



Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis	These amendments primarily affect asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.	January 1, 2016	The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures.
ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements	These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.	January 1, 2016	Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. See Note 6—Debt for required disclosures for a change in accounting principle.

In February 2015, the FASB amended its guidance on consolidation analysis. This amendment primarily affects asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. This guidance may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.

In April 2015, the FASB issued authoritative guidance that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. In August 2015, the FASB further issued guidance clarifying the SEC staff’s position on presentation and subsequent measurement of debt issuance costs incurred in connection with line of credit arrangements. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. This guidance must be adopted retrospectively to each prior reporting period presented and disclosures will be required for a change in accounting principles. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Balance Sheets.

In July 2015, the FASB issued revised guidance related to the measurement of inventory. Inventory would 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 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption permitted. This guidance should be adopted prospectively. We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information Regarding Forward-Looking Statements

This quarterly report contains certain statements that are, or may be deemed to be, “forward-looking statements.” All statements, other than statements of historical facts, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things:


•	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, regardless of the source of such information, or the transportation 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 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 our TUAs and other contracts;


•	statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues and capital expenditures, 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-historical or future information.

All of these types of statements, other than statements of historical fact, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this quarterly report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this quarterly report are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements due to factors described in this quarterly report and in the other reports and other information that we file with the SEC. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed under “Risk Factors” in our ~~Annual~~annual ~~Report~~report on Form 10-K for the year ended December 31, ~~2014~~2015. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, we assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.

Introduction

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future. Our discussion and analysis include the following subjects:


•	Overview of Business


•	Liquidity and Capital Resources


•	Results of Operations


•	Off-Balance Sheet Arrangements


•	Summary of Critical Accounting Estimates


•	Recent Accounting Standards

Overview of Business

We own and operate an LNG receiving and regasification terminal in western Cameron Parish, Louisiana, less than four miles from the Gulf Coast on the Sabine-Neches ~~Pass~~Waterway ~~deepwater ship channel~~ (our “LNG terminal”). Our LNG terminal includes existing infrastructure of five LNG storage tanks with capacity of approximately 16.9 Bcfe, two ~~docks~~marine berths that can accommodate vessels with nominal capacity of up to 266,000 cubic meters and vaporizers with regasification capacity of approximately 4.0 Bcf/d.

Liquidity and Capital Resources

Cash and Cash Equivalents

As of ~~September~~March 3031, ~~2015~~2016, we had $89.18 million of cash and cash equivalents and $129.1 million of current and non-current restricted cash, which is restricted to pay interest on the Senior Notes described below.

The foregoing funds and cash flows generated from operations are anticipated to be sufficient to fund our operating expenditures and interest requirements for at least the next twelve months. All of our revenues from external customers and long-lived assets for each of the three months ended March 31, 2016 and 2015 are attributed to or located in the United States.

TUA Revenues

Our LNG terminal has operational regasification capacity of approximately 4.0 Bcf/d and aggregate LNG storage capacity of approximately 16.9 Bcfe. Approximately 2.0 Bcf/d of the regasification capacity at our LNG terminal has been reserved under two long-term third-party TUAs, under which our customers are required to pay fixed monthly fees, whether or not they use our LNG terminal. Each of Total Gas & Power North America, Inc. (“Total”) and Chevron U.S.A. Inc. (“Chevron”) has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to us aggregating approximately $125 million annually for 20 years that commenced in 2009. Total S.A. has guaranteed Total’s obligations under its TUA up to $2.5 billion, subject to certain exceptions, and Chevron Corporation has guaranteed Chevron’s obligations under its TUA up to 80% of the fees payable by Chevron.

The remaining approximately 2.0 Bcf/d of capacity has been reserved under a TUA by SPL, a wholly owned subsidiary of Cheniere Partners (NYSE MKT: CQP), a publicly traded partnership which indirectly owns us. SPL is developing liquefaction facilities at our LNG terminal adjacent to our existing regasification facilities in order to liquefy and export natural gas from the United States. SPL is obligated to make monthly capacity payments to us aggregating approximately $250 million annually, continuing until at least 20 years after SPL delivers its first commercial cargo at SPL’s liquefaction facilities under construction at our LNG terminal. We entered into a terminal use rights assignment and agreement (the “TURA”) with SPL and Cheniere Investments, a wholly owned subsidiary of Cheniere Partners, pursuant to which Cheniere Investments has the right to use SPL’s reserved capacity under the TUA and has the obligation to make the monthly capacity payments required by the TUA to us. Cheniere ~~Partners~~Investments’ ~~has~~right ~~guaranteed~~to use capacity at our LNG terminal will be reduced as each of Trains 1 through 4 reaches commercial operations. The percentage of the ~~obligations~~monthly capacity payments 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 monthly capacity payments payable by SPL will increase by the amount that Cheniere Investments’ percentage decreases. Cheniere Partners has guaranteed SPL’s obligations under ~~its~~the TUA and the obligations of Cheniere Investments under the TURA.

Under each of these TUAs, we are entitled to retain 2% of the LNG delivered to our LNG terminal. During the three months ended March 31, 2016, we sold LNG to SPL and recorded regasification revenues—affiliate of $2.7 million.

During the three months ended March 31, 2016, SPL commenced export of LNG from our LNG terminal, and we provided related cargo loading services. We recorded other revenues—affiliate of $1.5 million related to these services.

Capital Resources

As of ~~September~~March 3031, ~~2015~~2016, we had an aggregate principal amount of $1.7 billion, before discount, of the 7.50% Senior Secured Notes due 2016 (the “2016 Senior Notes”) and $0.4 billion of the 6.50% Senior Secured Notes due 2020 (the “2020 Senior Notes” and collectively with the 2016 Senior Notes, the “Senior Notes”). Borrowings under the 2016 Senior Notes and 2020 Senior Notes accrue interest at a fixed rate of 7.50% and 6.50%, respectively. The terms of the 2016 Senior Notes and 2020 Senior Notes are substantially similar. Interest on the Senior Notes is payable semi-annually in arrears. Subject to permitted liens, the Senior Notes are secured on a pari passu first-priority basis by a security interest in all of our equity interests and substantially all of our operating assets.

We may redeem all or part of our 2016 Senior Notes at any time at a redemption price equal to 100% of the principal plus any accrued and unpaid interest plus the greater of:

•1.0% of the principal amount of the 2016 Senior Notes; or

•

the excess of: (1) the present value at such redemption date of (a) the redemption price of the 2016 Senior Notes plus (b) all required interest payments due on the 2016 Senior Notes (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (2) the principal amount of the 2016 Senior Notes if greater.

We may redeem all or part of the 2020 Senior Notes at any time on or after November 1, 2016, at fixed redemption prices specified in the indenture governing the 2020 Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. We may also redeem, at our option, all or part of the 2020 Senior Notes at any time prior to November 1, 2016, at a “make-whole” price set forth in the indenture governing the 2020 Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. At any time before November 1, 2015, we may redeem up to 35% of the aggregate principal amount of the 2020 Senior Notes at a redemption price of 106.5% of the principal amount of the 2020 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, in an amount not to exceed the net proceeds of one or more completed equity offerings as long as we redeem the 2020 Senior Notes within 180 days of the closing date for such equity offering and at least 65% of the aggregate principal amount of the 2020 Senior Notes originally issued remains outstanding after the redemption.

~~Pursuant~~Under to the indentures governing the Senior Notes (the “Senior Notes Indentures”), except for permitted tax distributions, we may not make distributions until certain conditions are satisfied, including: (1) there must be on deposit in an interest payment account an amount equal to one-sixth of the semi-annual interest payment multiplied by the number of elapsed months since the last semi-annual interest payment, and (2) there must be on deposit in a permanent debt service reserve fund an amount equal to one semi-annual interest payment. Distributions are permitted only after satisfying the foregoing funding requirements, a fixed charge coverage ratio test of 2:1 and other conditions specified in the Senior Notes Indentures. During the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, we made distributions of $~~267~~63.94 million and $~~237~~70.78 million, respectively, after satisfying all the applicable conditions in the Senior Notes Indentures.

In February 2016, Cheniere Partners entered into a Credit and Guaranty Agreement aggregating $2.8 billion (the “2016 CQP Credit Facilities”). A portion of the borrowings under the 2016 CQP Credit Facilities will be used to redeem or repay approximately $1.7 billion of the 2016 Senior Notes and $420.0 million of the 2020 Senior Notes, which must be redeemed or repaid concurrently.

Sources and Uses of Cash

The following table (in thousands) summarizes the sources and uses of our cash and cash equivalents for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015. The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table.

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2015			2014
	2016			2015
Sources of cash and cash equivalents
Operating cash flow	$	~~219~~70,~~798~~444		$	~~185~~19,~~569~~861
Capital contributions from Cheniere Partners	~~52,400~~—			4353,~~015~~122
Total sources of cash and cash equivalents	272,198			228,584
Property, plant and equipment, net	—			4
Total sources of cash and cash equivalents	70,444			72,987
Uses of cash and cash equivalents
Distributions to limited partner	(~~267~~63,~~936~~384		)	(~~237~~70,~~679~~782		)
Property, plant and equipment, net	(~~1,588~~350		)	~~(275~~—		)
Total uses of cash and cash equivalents	(269,524		)	(237,954		)
Other	(4,537		)	—
Net increase (decrease) in cash and cash equivalents	2,674			(9,370		)
Total uses of cash and cash equivalents	(68,271		)	(70,782		)
Cash and cash equivalents—beginning of period	5,460			14,994
Net increase in cash and cash equivalents	2,173			2,205
Cash and cash equivalents—end of period	$	8,134		$	5,624
Cash and cash equivalents—beginning of period	7,642			5,460
Cash and cash equivalents—end of period	$	9,815		$	7,665

Operating Cash Flow and Capital Contributions from Cheniere Partners

Cash flow from operations was $~~219~~70.84 million and $~~185~~19.69 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. Operating cash flow related primarily to fixed monthly fees paid by our TUA customers~~. The~~, ~~increased~~which ~~operating~~in ~~cash~~2015 ~~flow~~was ~~and~~offset ~~the~~by ~~increased~~an ~~capital~~amount ~~contributions~~paid ~~from~~to ~~Cheniere Partners primarily resulted from the~~ purchase of LNG cargoes used to maintain cryogenic readiness of our LNG terminal. Such purchase was funded by capital contributions from Cheniere Partners. No such cargoes were purchased in 2016. Our TUA customers are obligated to fully reimburse us for their proportional share of the cost of these LNG cargoes.

Distributions to Limited Partner

We made $~~267~~63.94 million and $~~237~~70.78 million of distributions to our limited partner in the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. The ~~increase~~decrease in distributions to our limited partner in ~~the~~2016 ~~nine~~compared ~~months~~to ~~ended September 30,~~ 2015, primarily resulted from ~~the~~increased ~~capital~~operating ~~contributions~~cash ~~from~~needs ~~Cheniere~~as ~~Partners.~~we performed services to support SPL’s production at its liquefaction facilities adjacent to our existing regasification facilities.

Other

During the three months ended March 31, 2016, we used $4.5 million of cash for other activities, which primarily related to a payment made pursuant to the information technology services agreement for capital assets purchased on our behalf to perform these services.

Results of Operations

There were no significant changes in our revenues or operating costs and expenses in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016, as compared to the respective ~~periods~~period in ~~2014~~2015, except for $4.2 million of other affiliated revenues. WeThe doother ~~not~~affiliated revenues included $1.5 million for cargo loading services for SPL and $2.7 million for sales of LNG to SPL. We expect ~~significant~~further ~~changes~~increases in our revenues orand operating costs and expenses ~~until~~as SPL ~~begins~~continues ~~commercial~~production ~~operations~~at of its liquefaction facilities adjacent to our existing regasification facilities. Additional revenues will primarily consist of ~~LNG~~cargo loading and tug services fees that will be partially offset by additional operating costs and expenses related to these activities.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2015~~2016, we had no transactions that met the definition of off-balance sheet arrangements that may have a current or future material effect on our consolidated financial position or ~~results~~operating ~~of operations~~results.

Summary of Critical Accounting Estimates

The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our ~~Annual~~annual ~~Report~~report on Form 10-K for the year ended December 31, ~~2014~~2015.

Recent Accounting Standards

For descriptions of recently issued accounting standards, see ~~Part~~Note 1.9—Recent ~~Financial~~Accounting ~~Information,~~Standards ~~Item~~of 1.our Notes to Consolidated Financial Statements~~, Note 9—Recent Accounting Standards~~.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Cash Investments

We have cash investments that we manage based on internal investment guidelines that emphasize liquidity and preservation of capital. Such cash investments are stated at historical cost, which approximates fair market value on our Consolidated Balance Sheets.

Marketing and Trading Commodity Price Risk

We have entered into commodity derivatives to hedge the exposure to variability in expected future cash flows attributable to the future sales of our LNG inventory (“Natural Gas Derivatives”). We use one-day value at risk (“VaR”) with a 95% confidence interval and other methodologies for market risk measurement and control purposes of our Natural Gas Derivatives. The VaR is calculated using the Monte Carlo simulation method. The VaR related to our Natural Gas Derivatives was $0.2 million as of September 30, 2015.


ITEM 4.	CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports voluntarily filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our general partner’s management, including our general partner’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II.	OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. In the opinion of management, as of September 30, 2015, there were no pending legal matters that could reasonably be expected to have a material impact on our consolidated results of operations, financial position or cash flows.

LDEQ Matter

We, SPL and Sabine Pass Liquefaction Expansion, LLC (“SPLE”), are in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations arising from operations of the Sabine Pass LNG terminal and the commissioning of the natural gas liquefaction facilities at such terminal, and relating to certain requirements under our operating permit issued under Title V of the Clean Air Act Title V permit conditions. The matter involves deviations self-reported to LDEQ pursuant to the Title V permit and covering the time period from January 1, 2012 through March 25, 2016. On April 11, 2016, we received a Consolidated Compliance Order and Notice of Potential Penalty (the “Compliance Order”) from LDEQ covering deviations self-reported during that time period. We continue to work with LDEQ to resolve the matters identified in the Compliance Order. We do not expect that any ultimate sanction will have a material adverse impact on our financial results.


ITEM 1A.	RISK FACTORS

There have been no material changes from the risk factors disclosed in our ~~Annual~~annual ~~Report~~report on Form 10-K for the year ended December 31, ~~2014~~2015.


ITEM 5.	OTHER INFORMATION

Compliance Disclosure

Pursuant to Section 13(r) of the Exchange Act, if during the quarter ended ~~September 30~~March 31, ~~2015~~2016, we or any of our affiliates had engaged in certain transactions with Iran or with persons or entities designated under certain executive orders, we would be required to disclose information regarding such transactions in our ~~Quarterly~~quarterly ~~Report~~report on Form 10-Q as required under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”). During the quarter ended ~~September 30~~March 31, ~~2015~~2016, we did not engage in any transactions with Iran or with persons or entities related to Iran.

Blackstone CQP Holdco LP, an affiliate of The Blackstone Group L.P. (“Blackstone Group”), is a holder of approximately 29% of the outstanding equity interests of Cheniere Partners and has three representatives on the board of directors of Cheniere Partners’ general partner. Accordingly, Blackstone Group may be deemed an “affiliate” of Cheniere Partners, as that term is defined in Exchange Act Rule 12b-2. We have received notice from Blackstone Group that it may include in its quarterly report on Form 10-Q for the quarterly period ended March 31, 2016 disclosures pursuant to ITRA regarding two of its portfolio companies that may be deemed to be affiliates of Blackstone Group. Because of the broad definition of “affiliate” in Exchange Act Rule 12b-2, these portfolio companies of Blackstone Group, through Blackstone Group’s ownership of Cheniere Partners, may also be deemed to be affiliates of ours. We have not independently verified the disclosure described in the following paragraphs.

We have received notice from Blackstone Group that Travelport Worldwide Limited (“Travelport”) has engaged in the following activities: as part of its global business in the travel industry, Travelport provides certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. Travelport also provides certain airline Technology Services to Iran Air Tours. The gross revenues and net profits attributable to such activities by Travelport during the quarter ended March 31, 2016 have not been reported by Travelport. Blackstone Group informed us that Travelport intends to continue these business activities with Iran Air and Iran Air Tours as such activities are either exempt from applicable sanctions prohibitions or specifically licensed by the Office of Foreign Assets Control (the “OFAC”).

We have received notice from Blackstone Group that NCR Corporation (“NCR”) has engaged in the following activities: NCR has reported that during the period from January 1, 2016 through March 31, 2016, NCR maintained a bank account and guarantees at the Commercial Bank of Syria (“CBS”), which was designated as a Specially Designated National pursuant to Executive Order 13382 (“EO 13382”) on August 10, 2011. This bank account and the guarantees at CBS were maintained in the normal course of business prior to the listing of CBS pursuant to EO 13382. NCR reported that the last known account balance

as of March 31, 2016, was approximately $3,468. The bank account did not generate interest from January 1, 2016 through March 31, 2016, and the guarantees did not generate any revenue or profits for NCR. Pursuant to a license granted to NCR by the OFAC on January 3, 2013, and subsequent licenses granted on April 29, 2013, July 12, 2013, February 28, 2014, November 12, 2014, and October 24, 2015, NCR has been winding down its past operations in Syria. NCR’s current license expired on April 30, 2016. NCR has also received licenses from OFAC to close the CBS account and terminate any guarantees. NCR’s application to renew the license to transact business with CBS, which was submitted to OFAC on May 18, 2015, remains pending. Following the termination of guarantees and the closure of the account, NCR does not intend to engage in any further business activities with CBS.


ITEM 6.	EXHIBITS

Exhibit No.	Description	~~Description~~
31.1*	Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act	~~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	~~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	~~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	~~Certification of 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	~~XBRL Instance Document~~
101.SCH*	XBRL Taxonomy Extension Schema Document	~~XBRL Taxonomy Extension Schema Document~~
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	~~XBRL Taxonomy Extension Calculation Linkbase Document~~
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	~~XBRL Taxonomy Extension Definition Linkbase Document~~
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	~~XBRL Taxonomy Extension Labels Linkbase Document~~
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	~~XBRL Taxonomy Extension Presentation Linkbase Document~~



*	Filed herewith.
**	Furnished herewith.

1920

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SABINE PASS LNG, L.P.
		By:	Sabine Pass LNG-GP, LLC,
			its general partner
Date:	~~October~~May 295, ~~2015~~2016	By:	/s/ Michael J. Wortley
			Michael J. Wortley
			Chief Financial Officer
			(on behalf of the registrant andas principal financial officer)
Date:	~~October~~May 295, ~~2015~~2016	By:	/s/ Leonard Travis
			Leonard Travis
			Chief Accounting Officer
			(on behalf of the registrant andas principal accounting officer)

2021

Filing Compare · Sabine Pass LNG, L.P.