UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2018

or

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

 For the transition period fromto

Cheniere Corpus Christi Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-215435	47-1929160
(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 ¨

Note: As of January 1, 2018, the registrant is a voluntary filer not subject to the filing requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer                     ¨
Non-accelerated filer    x	Smaller reporting company    ¨
	Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

CHENIERE CORPUS CHRISTI HOLDINGS, LLC

TABLE OF CONTENTS

	Definitions	1
Part I. Financial Information
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statement of Member’s Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
Part II. Other Information
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 6.	Exhibits	40
	Signatures	41

i

DEFINITIONS

As used in this quarterly report, the terms listed below have the following meanings: 

Common Industry and Other Terms

Bcf	billion cubic feet
Bcf/d	billion cubic feet per day
Bcf/yr	billion cubic feet per year
Bcfe	billion cubic feet equivalent
DOE	U.S. Department of Energy
EPC	engineering, procurement and construction
FERC	Federal Energy Regulatory Commission
FTA countries	countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
GAAP	generally accepted accounting principles in the United States
Henry Hub	the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin
LIBOR	London Interbank Offered Rate
LNG	liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
MMBtu	million British thermal units, an energy unit
mtpa	million tonnes per annum
non-FTA countries	countries with which the United States does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
SEC	U.S. Securities and Exchange Commission
SPA	LNG sale and purchase agreement
TBtu	trillion British thermal units, an energy unit
Train	an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG

1

Abbreviated Legal Entity Structure

The following diagram depicts our abbreviated legal entity structure as of September 30, 2018, including our ownership of certain subsidiaries, and the references to these entities used in this quarterly report:

Unless the context requires otherwise, references to “CCH,” “the Company,” “we,” “us,” and “our” refer to Cheniere Corpus Christi Holdings, LLC and its consolidated subsidiaries.

2

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30,		December 31,
	2018		2017
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	—	$	—
Restricted cash	219,950		226,559
Advances to affiliate	53,845		31,486
Inventory	8,638		—
Derivative assets	16,008		—
Other current assets	4,392		1,494
Other current assets—affiliate	498		190
Total current assets	303,331		259,729
Property, plant and equipment, net	10,556,309		8,261,383
Debt issuance and deferred financing costs, net	53,465		98,175
Non-current derivative assets	91,091		2,469
Other non-current assets, net	29,841		38,124
Total assets	$	11,034,037	$	8,659,880
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Accounts payable	$	25,304	$	6,461
Accrued liabilities	256,527		258,060
Due to affiliates	19,846		23,789
Derivative liabilities	213		19,609
Total current liabilities	301,890		307,919
Long-term debt, net	8,589,201		6,669,476
Non-current derivative liabilities	3,441		15,209
Member’s equity	2,139,505		1,667,276
Total liabilities and member’s equity	$	11,034,037	$	8,659,880

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

3

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenues	$	—		$	—		$	—		$	—
Expenses
Operating and maintenance expense (recovery)	(9,477		)	533			(6,377		)	2,097
Operating and maintenance expense—affiliate	1,522			1,504			2,539			1,653
Development expense	49			82			172			497
Development expense—affiliate	—			—			—			8
General and administrative expense	1,479			861			3,514			3,824
General and administrative expense—affiliate	607			289			1,605			753
Depreciation and amortization expense	3,488			248			5,246			537
Impairment expense and loss (gain) on disposal of assets	(13		)	2,059			(13		)	2,064
Total expenses (recoveries)	(2,345		)	5,576			6,686			11,433
Income (loss) from operations	2,345			(5,576		)	(6,686		)	(11,433		)
Other income (expense)
Loss on modification or extinguishment of debt	—			—			(15,332		)	(32,480		)
Derivative gain (loss), net	21,818			(2,906		)	119,233			(35,002		)
Other income (expense)	225			(95		)	184			(177		)
Total other income (expense)	22,043			(3,001		)	104,085			(67,659		)
Net income (loss)	$	24,388		$	(8,577	)	$	97,399		$	(79,092	)

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

4

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY

(in thousands)

(unaudited)

	Cheniere CCH HoldCo I, LLC		Total Member’s Equity
Balance at December 31, 2017	$	1,667,276	$	1,667,276
Capital contributions	374,830		374,830
Net income	97,399		97,399
Balance at September 30, 2018	$	2,139,505	$	2,139,505

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

5

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities
Net income (loss)	$	97,399		$	(79,092	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense	5,246			537
Loss on modification or extinguishment of debt	15,332			32,480
Total losses (gains) on derivatives, net	(128,590		)	34,707
Net cash used for settlement of derivative instruments	(7,204		)	(42,160		)
Impairment expense and loss (gain) on disposal of assets	(13		)	2,064
Changes in operating assets and liabilities:
Inventory	(8,638		)	—
Accounts payable and accrued liabilities	1,710			495
Due to affiliates	152			1,176
Advances to affiliate	(1,704		)	—
Other, net	(5,244		)	(1,032		)
Other, net—affiliate	(307		)	(756		)
Net cash used in operating activities	(31,861		)	(51,581		)
Cash flows from investing activities
Property, plant and equipment, net	(2,228,365		)	(1,629,173		)
Other	3,705			25,995
Net cash used in investing activities	(2,224,660		)	(1,603,178		)
Cash flows from financing activities
Proceeds from issuances of debt	2,276,800			2,706,000
Repayments of debt	(295,455		)	(1,436,050		)
Debt issuance and deferred financing costs	(45,743		)	(23,309		)
Debt extinguishment cost	(9,108		)	(29		)
Capital contributions	323,418			254,120
Net cash provided by financing activities	2,249,912			1,500,732
Net decrease in cash, cash equivalents and restricted cash	(6,609		)	(154,027		)
Cash, cash equivalents and restricted cash—beginning of period	226,559			270,540
Cash, cash equivalents and restricted cash—end of period	$	219,950		$	116,513

Balances per Consolidated Balance Sheet:

	September 30, 2018
Cash and cash equivalents	$	—
Restricted cash	219,950
Total cash, cash equivalents and restricted cash	$	219,950

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

6

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—NATURE OF OPERATIONS AND BASIS OF PRESENTATION

We are developing and constructing natural gas liquefaction and export facilities at the Corpus Christi LNG terminal (the “Liquefaction Facilities”) near Corpus Christi, Texas and a 23-mile natural gas supply pipeline (the “Corpus Christi Pipeline” and together with the Liquefaction Facilities, the “Liquefaction Project”) through wholly owned subsidiaries CCL and CCP, respectively. The Liquefaction Project is being developed in stages. The first stage includes Trains 1 and 2, two LNG storage tanks, one complete marine berth and a second partial berth and all of the Liquefaction Project’s necessary infrastructure facilities (“Stage 1”). The second stage includes Train 3, one LNG storage tank and the completion of the second partial berth (“Stage 2”). Stages 1 and 2 are currently under construction, and construction of the Corpus Christi Pipeline was completed in the second quarter of 2018. Train 1 has commenced commissioning activities.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of CCH 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 and should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2017. 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 did not have a material effect on our consolidated financial position, results of operations or cash flows.

On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto (“ASC 606”) using the full retrospective method. The adoption of ASC 606 represents a change in accounting principle that will provide financial statement readers with enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASC 606 did not impact our previously reported consolidated financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

Results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2018.

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 Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis from Cheniere.

NOTE 2—RESTRICTED CASH

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of September 30, 2018 and December 31, 2017, restricted cash consisted of the following (in thousands):

	September 30,		December 31,
	2018		2017
Current restricted cash
Liquefaction Project	$	219,950	$	226,559

Pursuant to the accounts agreement entered into with the collateral trustee for the benefit of our debt holders, we are required to deposit all cash received into reserve accounts controlled by the collateral trustee.  The usage or withdrawal of such cash is restricted to the payment of liabilities related to the Liquefaction Project and other restricted payments.

7

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 3—PROPERTY, PLANT AND EQUIPMENT

As of September 30, 2018 and December 31, 2017, property, plant and equipment, net consisted of the following (in thousands):

	September 30,			December 31,
	2018			2017
LNG terminal costs
LNG terminal and interconnecting pipeline facilities	$	454,710		$	—
LNG site and related costs	40,911			13,844
LNG terminal construction-in-process	10,057,318			8,242,520
Accumulated depreciation	(3,696		)	—
Total LNG terminal costs, net	10,549,243			8,256,364
Fixed assets
Fixed assets	9,433			6,042
Accumulated depreciation	(2,367		)	(1,023		)
Total fixed assets, net	7,066			5,019
Property, plant and equipment, net	$	10,556,309		$	8,261,383

Depreciation expense was $3.4 million and $0.3 million during the three months ended September 30, 2018 and 2017, respectively, and $5.1 million and $0.5 million during the nine months ended September 30, 2018 and 2017, respectively.

NOTE 4—DERIVATIVE INSTRUMENTS

We have entered into the following derivative instruments that are reported at fair value:

• interest rate swaps (“Interest Rate Derivatives”) to hedge a portion of the variable-rate interest payments on our credit facility (the “CCH Credit Facility”) and

• commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Project(“Physical Liquefaction Supply Derivatives”) and associated economic hedges (collectively, the “Liquefaction Supply Derivatives”).

We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. None of our derivative instruments are designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations to the extent not utilized for the commissioning process.

The following table 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, 2018 and December 31, 2017, which are classified as derivative assets, non-current derivative assets, derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in thousands).

	Fair Value Measurements as of
	September 30, 2018									December 31, 2017
	Quoted Prices in Active Markets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total
Interest Rate Derivatives asset (liability)	$	—		$	94,180	$	—	$	94,180	$	—	$	(32,258	)	$	—		$	(32,258	)
Liquefaction Supply Derivatives asset (liability)	(183		)	3,217		6,231		9,265		—		—			(91		)	(91		)

There have been no changes to our evaluation of and accounting for our derivative positions during the nine months ended September 30, 2018. See Note 5—Derivative Instruments 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.

We value our Interest Rate Derivatives using an income-based approach, utilizing observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. We value our Liquefaction Supply

8

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Derivatives using a market based approach incorporating present value techniques, as needed, using observable commodity price curves, when available, and other relevant data.

The fair value of our Physical Liquefaction Supply Derivatives is predominantly driven by market commodity basis prices and, as applicable to our natural gas supply contracts, our assessment of the associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. Upon the satisfaction of conditions precedent, including completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow, we recognize a gain or loss based on the fair value of the respective natural gas supply contracts.

We include a portion of our Physical Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which may be impacted by inputs that are unobservable in the marketplace. The curves used to generate the fair value of our Physical Liquefaction Supply Derivatives are based on basis adjustments applied to forward curves for a liquid trading point. In addition, there may be observable liquid market basis information in the near term, but terms of a Physical Liquefaction Supply Derivatives contract may exceed the period for which such information is available, resulting in a Level 3 classification. In these instances, the fair value of the contract incorporates extrapolation assumptions made in the determination of the market basis price for future delivery periods in which applicable commodity basis prices were either not observable or lacked corroborative market data. As of September 30, 2018 and December 31, 2017, some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow.

The Level 3 fair value measurements of natural gas positions within our Physical Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas market basis spreads due to the contractual notional amount represented by our Level 3 positions, which is a substantial portion of our overall Physical Liquefaction Supply Derivatives portfolio. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of September 30, 2018:

	Net Fair Value Asset (in thousands)	Valuation Approach	Significant Unobservable Input	Significant Unobservable Inputs Range
Physical Liquefaction Supply Derivatives	$6,231	Market approach incorporating present value techniques	Basis Spread	$(0.748) - $0.050

The following table shows the changes in the fair value of our Level 3 Physical Liquefaction Supply Derivatives during the three and nine months ended September 30, 2018 and 2017 (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018			2017
Balance, beginning of period	$	473	$	(383	)	$	(91	)	$	—
Realized and mark-to-market gains:
Included in operating and maintenance expense	640		678			614			—
Purchases	5,118		—			5,708			295
Balance, end of period	$	6,231	$	295		$	6,231		$	295
Change in unrealized gains (losses) relating to instruments still held at end of period	$	640	$	678		$	614		$	—

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 derivative instruments are in an asset position. Additionally, we evaluate our own ability to meet our commitments in instances where our derivative instruments are in a liability position. Our derivative instruments are subject to contractual provisions which provide for the unconditional right of set-off for all derivative assets and liabilities with a given counterparty in the event of default.

Interest Rate Derivatives

In June 2018, we settled a portion of the Interest Rate Derivatives and recognized a derivative gain of $4.8 million upon the termination of interest rate swaps associated with the amendment of the CCH Credit Facility, as discussed in Note 6—Debt.

9

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

In May 2017, we settled a portion of the Interest Rate Derivatives and recognized a derivative loss of $13.0 million in conjunction with the termination of approximately $1.4 billion of commitments under the CCH Credit Facility.

As of September 30, 2018, we had the following Interest Rate Derivatives outstanding:

	Initial Notional Amount	Maximum Notional Amount	Effective Date	Maturity Date	Weighted Average Fixed Interest Rate Paid	Variable Interest Rate Received
Interest Rate Derivatives	$28.8 million	$4.7 billion	May 20, 2015	May 31, 2022	2.30%	One-month LIBOR

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

	September 30,		December 31,
Consolidated Balance Sheet Location	2018		2017
Derivative assets	$	13,505	$	—
Non-current derivative assets	80,675		2,469
Total derivative assets	94,180		2,469
Derivative liabilities	—		(19,609		)
Non-current derivative liabilities	—		(15,118		)
Total derivative liabilities	—		(34,727		)
Derivative asset (liability), net	$	94,180	$	(32,258	)

The following table shows the changes in the fair value and settlements of our Interest Rate Derivatives recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the three and nine months ended September 30, 2018 and 2017 (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
Interest Rate Derivatives gain (loss)	$	21,818	$	(2,906	)	$	119,233	$	(35,002	)

Liquefaction Supply Derivatives

CCL has entered into index-based physical natural gas supply contracts to purchase natural gas for the commissioning and operation of the Liquefaction Project. The terms of the physical natural gas supply contracts range up to eight years, some of which commence upon the satisfaction of certain conditions precedent, such as the date of first commercial delivery of specified Trains of the Liquefaction Project.

As of September 30, 2018 and December 31, 2017, CCL had secured up to approximately 2,640TBtu and 2,024TBtu, respectively, of natural gas feedstock through natural gas supply contracts, The forward notional for our Liquefaction Supply Derivatives was approximately 2,563 TBtu and 1,019TBtu as of September 30, 2018 and December 31, 2017, respectively.

10

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

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

	Fair Value Measurements as of (1)
Consolidated Balance Sheet Location	September 30, 2018			December 31, 2017
Derivative assets	$	2,503		$	—
Non-current derivative assets	10,416			—
Total derivative assets	12,919			—
Derivative liabilities	(213		)	—
Non-current derivative liabilities	(3,441		)	(91		)
Total derivative liabilities	(3,654		)	(91		)
Derivative asset (liability), net	$	9,265		$	(91	)

(1) Does not include collateral call of $1.0 million for such contracts, which are included in other current assets in our Balance Sheet as September 30, 2018.

The following table shows the changes in the fair value of our Liquefaction Supply Derivatives recorded in operating and maintenance expense on our Consolidated Statements of Operations during the three and nine months ended September 30, 2018 and 2017 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Liquefaction Supply Derivatives gain	$	10,507	$	678	$	9,357	$	295

Consolidated Balance Sheet Presentation

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

	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, 2018
Interest Rate Derivatives	$	94,496		$	(316	)	$	94,180
Liquefaction Supply Derivatives	14,946			(2,027		)	12,919
Liquefaction Supply Derivatives	(9,283		)	5,629			(3,654		)
As of December 31, 2017
Interest Rate Derivatives	$	2,808		$	(339	)	$	2,469
Interest Rate Derivatives	(34,747		)	20			(34,727		)
Liquefaction Supply Derivatives	(130		)	39			(91		)

NOTE 5—ACCRUED LIABILITIES

As of September 30, 2018 and December 31, 2017, accrued liabilities consisted of the following (in thousands): 

	September 30,		December 31,
	2018		2017
Interest costs and related debt fees	$	64,933	$	136,283
Liquefaction Project costs	170,741		107,055
Other	20,853		14,722
Total accrued liabilities	$	256,527	$	258,060

11

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 6—DEBT

As of September 30, 2018 and December 31, 2017, our debt consisted of the following (in thousands): 

	September 30,			December 31,
	2018			2017
Long-term debt
7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”)	$	1,250,000		$	1,250,000
5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”)	1,500,000			1,500,000
5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”)	1,500,000			1,500,000
CCH Credit Facility	4,491,737			2,484,737
Unamortized premium, discount and debt issuance costs, net	(152,536		)	(65,261		)
Total long-term debt, net	8,589,201			6,669,476
Current debt
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)	—			—
Total debt, net	$	8,589,201		$	6,669,476

2018 Debt Issuances

CCH Credit Facility

In May 2018, we amended and restated the CCH Credit Facility to increase total commitments under the credit facility to $6.1 billion. Borrowings are used to fund a portion of the costs of developing, constructing and placing into service the three Trains and the related facilities of the Liquefaction Project and for related business purposes.

The CCH Credit Facility matures on June 30, 2024, with principal payments due quarterly commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following the completion of the Liquefaction Project as defined in the common terms agreement and (2) a set date determined by reference to the date under which a certain LNG buyer linked to the last Train of the Liquefaction Project to become operational is entitled to terminate its SPA for failure to achieve the date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19-year tailored amortization, commencing the first full quarter after the completion of Trains 1 through 3 and designed to achieve a minimum projected fixed debt service coverage ratio of 1.50:1.

Loans under the CCH Credit Facility accrue interest at a variable rate per annum equal to, at our election, LIBOR or the base rate, plus the applicable margin. The applicable margin for LIBOR loans is 1.75% and for base rate loans is 0.75%. Interest on LIBOR loans is due and payable at the end of each applicable interest period and interest on base rate loans is due and payable at the end of each quarter. We were required to pay certain upfront fees to the agents and lenders under the CCH Credit Facility together with additional transaction fees and expenses in the aggregate amount of $53.3 million.

All other terms of the CCH Credit Facility substantially remained the same to those described in Note 7—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017. The amendment and restatement of the CCH Credit Facility resulted in the recognition of $15.3 million of debt modification and extinguishment costs during the nine months ended September 30, 2018 relating to the incurrence of third party fees and write off of unamortized debt issuance costs.

CCH Working Capital Facility

In June 2018, we amended and restated the CCH Working Capital Facility to increase total commitments under the CCH Working Capital Facility to $1.2 billion. Borrowings will be used for certain working capital requirements related to developing and placing into operations the Liquefaction Project and for related business purposes.

Loans under the CCH Working Capital Facility accrue interest at a variable rate per annum equal to LIBOR or the base rate plus the applicable margin. The applicable margin for LIBOR loans ranges from 1.25% to 1.75% per annum, and the applicable margin for base rate loans ranges from 0.25% to 0.75% per annum. We were required to pay certain upfront fees to the agents

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

and lenders under the CCH Working Capital Facility together with additional transaction fees and expenses in the aggregate amount of $13.8 million.

The CCH Working Capital Facility matures on June 29, 2023. All other terms of the CCH Working Capital Facility substantially remained the same to those described in Note 7—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017.

Credit Facilities

Below is a summary of our credit facilities outstanding as of September 30, 2018 (in thousands):

	CCH Credit Facility		CCH Working Capital Facility
Original facility size	$	8,403,714	$	350,000
Incremental commitments	1,565,961		850,000
Less:
Outstanding balance	4,491,737		—
Commitments terminated	3,832,263		—
Letters of credit issued	—		315,525
Available commitment	$	1,645,675	$	884,475
Interest rate	LIBOR plus 1.75% or base rate plus 0.75%		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%
Maturity date	June 30, 2024		June 29, 2023

Restrictive Debt Covenants

As of September 30, 2018, we were in compliance with all covenants related to our debt agreements.

Interest Expense

Total interest expense consisted of the following (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Total interest cost	$	117,834		$	95,204		$	325,648		$	263,560
Capitalized interest, including amounts capitalized as an Allowance for Funds Used During Construction	(117,834		)	(95,204		)	(325,648		)	(263,560		)
Total interest expense, net	$	—		$	—		$	—		$	—

Fair Value Disclosures

The following table shows the carrying amount, which is net of unamortized premium, discount and debt issuance costs, and estimated fair value of our debt (in thousands):

	September 30, 2018				December 31, 2017
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes (1)	$	4,189,958	$	4,453,750	$	4,184,739	$	4,590,625
Credit facilities (2)	4,399,243		4,399,243		2,484,737		2,484,737

(1) Includes 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes(collectively, the “CCH Senior Notes”). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments.

(2) Includes CCH Credit Facility and CCH Working Capital Facility. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 7—REVENUES FROM CONTRACTS WITH CUSTOMERS

We have entered into numerous SPAs with third party customers for the sale of LNG on a free on board (“FOB”) (delivered to the customer at the Corpus Christi LNG terminal) basis. Our customers generally purchase LNG for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. The fixed fee component is the amount payable to us regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to us only upon delivery of LNG plus all future adjustments to the fixed fee for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery of a specified Train.

Revenues from the sale of LNG are recognized at a point in time when the LNG is delivered to the customer, at the Corpus Christi LNG terminal, which is the point legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation. The stated contract price (including both fixed and variable fees) per MMBtu in each LNG sales arrangement is representative of the stand-alone selling price for LNG at the time the sale was negotiated. We have concluded that the variable fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct molecule of LNG and recognized when that distinct molecule of LNG is delivered to the customer. Because of the use of the exception, variable consideration related to the sale of LNG is also not included in the transaction price.

Fees received pursuant to SPAs are recognized as LNG revenues only after substantial completion of the respective Train. Prior to substantial completion, sales generated during the commissioning phase are offset against the cost of construction for the respective Train, as the production and removal of LNG from storage is necessary to test the facility and bring the asset to the condition necessary for its intended use.

Transaction Price Allocated to Future Performance Obligations

Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of September 30, 2018:

	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues	$	34.8	11.9

(1) The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

We have elected the following exemptions which omit certain potential future sources of revenue from the table above:

(1) We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less.

(2) We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The table above excludes all variable consideration under our SPAs. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of Henry Hub throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. The receipt of such variable consideration is considered constrained due to the uncertainty of ultimate pricing and receipt and we have not included such variable consideration in the transaction price.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

We have entered into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching a final investment decision on a certain liquefaction Train, obtaining financing or achieving substantial completion of a Train and any related facilities. These contracts are considered completed contracts for revenue recognition purposes and are included in the transaction price above when the conditions are considered probable of being met.

We have elected the practical expedient to omit the disclosure of the transaction price allocated to future performance obligations and an explanation of when the entity expects to recognize the amount as revenue as of December 31, 2017.

NOTE 8—RELATED PARTY TRANSACTIONS

Below is a summary of our related party transactions as reported on our Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017 (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018			2017		2018			2017
Operating and maintenance expense—affiliate
Services Agreements	$	1,302		$	1,415	$	1,890		$	1,434
Lease Agreements	223			89		652			219
Other Agreements	(3		)	—		(3		)	—
Total operating and maintenance expense—affiliate	1,522			1,504		2,539			1,653
Development expense—affiliate
Services Agreements	—			—		—			8
General and administrative expense—affiliate
Services Agreements	607			289		1,605			753

We had $19.8 million and $23.8 million due to affiliates as of September 30, 2018 and December 31, 2017, respectively, under agreements with affiliates, as described below.

LNG Sale and Purchase Agreements

CCL has a fixed price 20-year SPA with Cheniere Marketing International LLP (“Cheniere Marketing”) (the “Cheniere Marketing Base SPA”) which allows Cheniere Marketing to purchase, at its option, (1) up to a cumulative total of 150 TBtu of LNG within the commissioning periods for Trains 1 through 3, (2) any LNG produced from the end of the commissioning period for Train 1 until the date of first commercial delivery of LNG from Train 1 and (3) any excess LNG produced by the Liquefaction Facilities that is not committed to customers under third-party SPAs. Under the Cheniere Marketing Base SPA, Cheniere Marketing may, without charge, elect to suspend deliveries of cargoes (other than commissioning cargoes) scheduled for any month under the applicable annual delivery program by providing specified notice in advance. Additionally, CCL has a fixed price 25-year SPA with Cheniere Marketing which allows them to purchase volumes of approximately 15 TBtu per annum of LNG.

Services Agreements

Gas and Power Supply Services Agreement (“G&P Agreement”)

CCL has a G&P Agreement with Cheniere Energy Shared Services, Inc. (“Shared Services”), a wholly owned subsidiary of Cheniere, pursuant to which Shared Services will manage the gas and power procurement requirements of CCL. The services include, among other services, exercising the day-to-day management of CCL’s natural gas and power supply requirements, negotiating agreements on CCL’s behalf and providing other administrative services. Prior to the substantial completion of each Train of the Liquefaction Facilities, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Facilities, for services performed while the Liquefaction Facilities is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Operation and Maintenance Agreements (“O&M Agreements”)

CCL has an O&M Agreement (“CCL O&M Agreement”) with Cheniere LNG O&M Services, LLC (“O&M Services”), a wholly owned subsidiary of Cheniere, pursuant to which CCL receives all of the necessary services required to construct, operate and maintain the Liquefaction Facilities. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors, administering various agreements and other services required to operate and maintain the Liquefaction Facilities. Prior to the substantial completion of each Train of the Liquefaction Facilities, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Facilities, for services performed while the Liquefaction Facilities is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train.

CCP has an O&M Agreement (“CCP O&M Agreement”) with O&M Services pursuant to which CCP receives all of the necessary services required to construct, operate and maintain the Corpus Christi Pipeline. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors and other services required to operate and maintain the Corpus Christi Pipeline. CCP is required to reimburse O&M Services for all operating expenses incurred on behalf of CCP.

Management Services Agreements (“MSAs”)

CCL has an MSA with Shared Services pursuant to which Shared Services manages the construction and operation of the Liquefaction Facilities, excluding those matters provided for under the G&P Agreement and the CCL O&M Agreement. The services include, among other services, exercising the day-to-day management of CCL’s affairs and business, managing CCL’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Liquefaction Facilities and obtaining insurance. Prior to the substantial completion of each Train of the Liquefaction Facilities, no monthly fee payment is required except for reimbursement of expenses. After substantial completion of each Train, CCL will pay, in addition to the reimbursement of related expenses, a monthly fee equal to 3% of the capital expenditures incurred in the previous month and a fixed monthly fee of $375,000 for services with respect to such Train.

CCP has an MSA with Shared Services pursuant to which Shared Services manages CCP’s operations and business, excluding those matters provided for under the CCP O&M Agreement. The services include, among other services, exercising the day-to-day management of CCP’s affairs and business, managing CCP’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Corpus Christi Pipeline and obtaining insurance. CCP is required to reimburse Shared Services for the aggregate of all costs and expenses incurred in the course of performing the services under the MSA.

Land Agreements

Lease Agreements

CCL has agreements with Cheniere Land Holdings, LLC (“Cheniere Land Holdings”), a wholly owned subsidiary of Cheniere, to lease the land owned by Cheniere Land Holdings for the Liquefaction Facilities. The total annual lease payment is $0.7 million, and the terms of the agreements range from three to five years.

In February 2018, CCL entered into agreements with Cheniere Land Holdings which grants CCL a limited license to use certain roads on land owned by Cheniere Land Holdings for the Liquefaction Facilities. The total annual lease payment is $0.1 million, and the term of each agreement is five years.

In August 2018, CCL entered into an agreement with Cheniere Land Holdings which grants CCL a limited license to use certain land owned by Cheniere Land Holdings for the Liquefaction Facilities. CCL made a one-time payment of $0.5 million under this agreement, and the term of the agreement is three years.

We had $0.5 million and $0.2 million as of September 30, 2018 and December 31, 2017, respectively, of prepaid expenses related to these agreements in other current assets—affiliate.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Easement Agreements

In May 2018, CCL entered into agreements with Cheniere Land Holdings which grants CCL the right to construct, install and operate waterlines on land owned by Cheniere Land Holdings for the Liquefaction Facilities. During the nine months ended September 30, 2018, CCL paid $0.4 million as equity contributions to Cheniere Land Holdings for the value of these agreements.

Special Warranty Deed

In May 2018, CCL entered into a special warranty deed agreement with Cheniere Land Holdings whereby land owned by Cheniere Land Holdings was transferred to CCL as a non-cash equity contribution of $20.8 million.

Dredge Material Disposal Agreement

CCL has a dredge material disposal agreement with Cheniere Land Holdings that terminates in 2042 which grants CCL permission to use land owned by Cheniere Land Holdings for the deposit of dredge material from the construction and maintenance of the Liquefaction Facilities. Under the terms of the agreement, CCL will pay Cheniere Land Holdings $0.50 per cubic yard of dredge material deposits up to 5.0 million cubic yards and $4.62 per cubic yard for any quantities above that.

Tug Hosting Agreement

In February 2017, CCL entered into a tug hosting agreement with Corpus Christi Tug Services, LLC (“Tug Services”), a wholly owned subsidiary of Cheniere, to provide certain marine structures, support services and access necessary at the Liquefaction Facilities for Tug Services to provide its customers with tug boat and marine services. Tug Services is required to reimburse CCL for any third party costs incurred by CCL in connection with providing the goods and services.

State Tax Sharing Agreements

CCL has a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCL 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, CCL will pay to Cheniere an amount equal to the state and local tax that CCL would be required to pay if CCL’s 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 CCL under this agreement; therefore, Cheniere has not demanded any such payments from CCL. The agreement is effective for tax returns due on or after May 2015.

CCP has a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCP 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, CCP will pay to Cheniere an amount equal to the state and local tax that CCP would be required to pay if CCP’s 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 CCP under this agreement; therefore, Cheniere has not demanded any such payments from CCP. The agreement is effective for tax returns due on or after May 2015.

Equity Contribution Agreements

Equity Contribution Agreement

In May 2018, we amended and restated the existing equity contribution agreement with Cheniere (the “Equity Contribution Agreement”) pursuant to which Cheniere agreed to provide cash contributions up to approximately $1.1 billion, not including $2.0 billion previously contributed under the original equity contribution agreement. As of September 30, 2018, we have received $2.0 billion in contributions under the Equity Contribution Agreement. Cheniere will only be required to make additional contributions under the Equity Contribution Agreement after the commitments under the CCH Credit Facility have been reduced to zero and to the extent cash flows from operations of the Liquefaction Project are unavailable for Liquefaction Project costs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Early Works Equity Contribution Agreement

In conjunction with the amendment and restatement of the Equity Contribution Agreement, we terminated the early works equity contribution agreement with Cheniere entered into in December 2017. Prior to termination in May 2018, we had received $250.0 million in contributions from Cheniere under the early works equity contribution agreement.

NOTE 9—SUPPLEMENTAL CASH FLOW INFORMATION

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

	Nine Months Ended September 30,
	2018		2017
Cash paid during the period for interest, net of amounts capitalized	$	48,742	$	—
Noncash capital contribution for conveyance of property, plant and equipment from affiliate	51,412		—

The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) was $285.8 million and $194.2 million as of September 30, 2018 and 2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 10—RECENT ACCOUNTING STANDARDS

The following table provides a brief description of a recent accounting standard that had not been adopted by us as of September 30, 2018:

Standard	Description	Expected Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2016-02, Leases (Topic 842), and subsequent amendments thereto	This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and may be adopted using either a modified retrospective approach to apply the standard at the beginning of the earliest period presented in the financial statements or an optional transition approach to apply the standard at the date of adoption with no retrospective adjustments to prior periods. Certain additional practical expedients are also available.	January 1, 2019	We continue to evaluate the effect of this standard on our Consolidated Financial Statements. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population, analyzing the practical expedients and assessing opportunities to make certain changes to our lease accounting information technology system in order to determine the best implementation strategy. Preliminarily, we expect that the requirement to recognize all leases on our Consolidated Balance Sheets will be a significant change from current practice but will not have a material impact on our Consolidated Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows. We anticipate electing the optional transition method to initially apply the standard at the January 1, 2019 adoption date. We expect to elect the package of practical expedients permitted under the transition guidance which, among other things, allows the carryforward of prior conclusions related to lease identification and classification. We also expect to elect the practical expedient to retain our existing accounting for land easements which were not previously accounted for as leases. We have not yet determined whether we will elect any other practical expedients upon transition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Additionally, the following table provides a brief description of recent accounting standards that were adopted by us during the reporting period:

Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto	This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”).	January 1, 2018	We adopted this guidance on January 1, 2018, using the full retrospective method. The adoption of this guidance represents a change in accounting principle that will provide financial statement readers with enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this guidance did not impact our previously reported consolidated financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. See Note 7—Revenues from Contracts with Customers for additional disclosures.
ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory	This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach.	January 1, 2018	The adoption of this guidance did not have an impact on our Consolidated Financial Statements or related disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 11—SUPPLEMENTAL GUARANTOR INFORMATION

Our CCH Senior Notes are jointly and severally guaranteed by our subsidiaries, CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “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) the designation of the Guarantor as an “unrestricted subsidiary” in accordance with the indenture governing the CCH Senior Notes(the “CCH Indenture”), (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indenture and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 6—Debt for additional information regarding the CCH Senior Notes.

The following is condensed consolidating financial information for CCH (“Parent Issuer”) and the Guarantors. We did not have any non-guarantor subsidiaries as of September 30, 2018.

Condensed Consolidating Balance Sheet
September 30, 2018
(in thousands)
	Parent Issuer		Guarantors		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	—	$	—	$	—		$	—
Restricted cash	217,993		1,957		—			219,950
Advances to affiliate	—		53,845		—			53,845
Inventory	—		8,638		—			8,638
Derivative assets	13,505		2,503		—			16,008
Other current assets	320		4,072		—			4,392
Other current assets—affiliate	—		498		—			498
Total current assets	231,818		71,513		—			303,331
Property, plant and equipment, net	969,395		9,586,914		—			10,556,309
Debt issuance and deferred financing costs, net	53,465		—		—			53,465
Non-current derivative assets	80,675		10,416		—			91,091
Investments in subsidiaries	9,575,538		—		(9,575,538		)	—
Other non-current assets, net	—		29,841		—			29,841
Total assets	$	10,910,891	$	9,698,684	$	(9,575,538	)	$	11,034,037
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Accounts payable	$	73	$	25,231	$	—		$	25,304
Accrued liabilities	65,075		191,452		—			256,527
Due to affiliates	—		19,846		—			19,846
Derivative liabilities	—		213		—			213
Total current liabilities	65,148		236,742		—			301,890
Long-term debt, net	8,589,201		—		—			8,589,201
Non-current derivative liabilities	—		3,441		—			3,441
Deferred tax liability	—		4,209		(4,209		)	—
Member’s equity	2,256,542		9,454,292		(9,571,329		)	2,139,505
Total liabilities and member’s equity	$	10,910,891	$	9,698,684	$	(9,575,538	)	$	11,034,037

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Condensed Consolidating Balance Sheet
December 31, 2017
(in thousands)
	Parent Issuer		Guarantors		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	—	$	—	$	—		$	—
Restricted cash	226,559		—		—			226,559
Advances to affiliate	—		31,486		—			31,486
Other current assets	246		1,248		—			1,494
Other current assets—affiliate	—		191		(1		)	190
Total current assets	226,805		32,925		(1		)	259,729
Property, plant and equipment, net	651,687		7,609,696		—			8,261,383
Debt issuance and deferred financing costs, net	98,175		—		—			98,175
Non-current derivative assets	2,469		—		—			2,469
Investments in subsidiaries	7,648,111		—		(7,648,111		)	—
Other non-current assets, net	—		38,124		—			38,124
Total assets	$	8,627,247	$	7,680,745	$	(7,648,112	)	$	8,659,880
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Accounts payable	$	82	$	6,379	$	—		$	6,461
Accrued liabilities	136,389		121,671		—			258,060
Due to affiliates	—		23,789		—			23,789
Derivative liabilities	19,609		—		—			19,609
Total current liabilities	156,080		151,839		—			307,919
Long-term debt, net	6,669,476		—		—			6,669,476
Non-current derivative liabilities	15,118		91		—			15,209
Deferred tax liability	—		2,983		(2,983		)	—
Member’s equity	1,786,573		7,525,832		(7,645,129		)	1,667,276
Total liabilities and member’s equity	$	8,627,247	$	7,680,745	$	(7,648,112	)	$	8,659,880

22

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2018
(in thousands)
	Parent Issuer			Guarantors			Eliminations			Consolidated
Revenues	$	—		$	—		$	—		$	—
Expenses
Operating and maintenance expense (recovery)	—			(9,477		)	—			(9,477		)
Operating and maintenance expense—affiliate	—			1,522			—			1,522
Development expense	—			49			—			49
General and administrative expense	450			1,029			—			1,479
General and administrative expense—affiliate	—			607			—			607
Depreciation and amortization expense	89			3,399			—			3,488
Impairment expense and gain on disposal of assets	—			(13		)	—			(13		)
Total expenses (recoveries)	539			(2,884		)	—			(2,345		)
Income (loss) from operations	(539		)	2,884			—			2,345
Other income (expense)
Derivative gain, net	21,818			—			—			21,818
Other income	220			80			(75		)	225
Total other income	22,038			80			(75		)	22,043
Net income	$	21,499		$	2,964		$	(75	)	$	24,388

23

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2017
(in thousands)
	Parent Issuer			Guarantors			Eliminations			Consolidated
Revenues	$	—		$	—		$	—		$	—
Expenses
Operating and maintenance expense	—			533			—			533
Operating and maintenance expense—affiliate	—			1,516			(12		)	1,504
Development expense	—			82			—			82
General and administrative expense	192			669			—			861
General and administrative expense—affiliate	—			289			—			289
Depreciation and amortization expense	—			248			—			248
Impairment expense and loss on disposal of assets	—			2,059			—			2,059
Total expenses	192			5,396			(12		)	5,576
Loss from operations	(192		)	(5,396		)	12			(5,576		)
Other income (expense)
Derivative loss, net	(2,906		)	—			—			(2,906		)
Other income (expense)	(97		)	3,722			(3,720		)	(95		)
Other income—affiliate	—			12			(12		)	—
Total other income (expense)	(3,003		)	3,734			(3,732		)	(3,001		)
Loss before income taxes	(3,195		)	(1,662		)	(3,720		)	(8,577		)
Income tax provision	—			(3,677		)	3,677			—
Net loss	$	(3,195	)	$	(5,339	)	$	(43	)	$	(8,577	)

24

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2018
(in thousands)
	Parent Issuer			Guarantors			Eliminations			Consolidated
Revenues	$	—		$	—		$	—		$	—
Expenses
Operating and maintenance expense recovery	—			(6,377		)	—			(6,377		)
Operating and maintenance expense—affiliate	—			2,539			—			2,539
Development expense	—			172			—			172
General and administrative expense	999			2,515			—			3,514
General and administrative expense—affiliate	—			1,605			—			1,605
Depreciation and amortization expense	114			5,132			—			5,246
Impairment expense and gain on disposal of assets	—			(13		)	—			(13		)
Total expenses	1,113			5,573			—			6,686
Loss from operations	(1,113		)	(5,573		)	—			(6,686		)
Other income (expense)
Loss on modification or extinguishment of debt	(15,332		)	—			—			(15,332		)
Derivative gain, net	119,233			—			—			119,233
Other income	177			7,833			(7,826		)	184
Total other income	104,078			7,833			(7,826		)	104,085
Income before income taxes	102,965			2,260			(7,826		)	97,399
Income tax provision	—			(1,225		)	1,225			—
Net income	$	102,965		$	1,035		$	(6,601	)	$	97,399

25

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2017
(in thousands)
	Parent Issuer			Guarantors			Eliminations			Consolidated
Revenues	$	—		$	—		$	—		$	—
Expenses
Operating and maintenance expense	—			2,097			—			2,097
Operating and maintenance expense—affiliate	—			1,653			—			1,653
Development expense	—			497			—			497
Development expense—affiliate	—			8			—			8
General and administrative expense	832			2,992			—			3,824
General and administrative expense—affiliate	—			753			—			753
Depreciation and amortization expense	—			537			—			537
Impairment expense and loss on disposal of assets	—			2,064			—			2,064
Total expenses	832			10,601			—			11,433
Loss from operations	(832		)	(10,601		)	—			(11,433		)
Other income (expense)
Loss on modification or extinguishment of debt	(32,480		)	—			—			(32,480		)
Derivative loss, net	(35,002		)	—			—			(35,002		)
Other income (expense)	(182		)	11,540			(11,535		)	(177		)
Total other income (expense)	(67,664		)	11,540			(11,535		)	(67,659		)
Income (loss) before income taxes	(68,496		)	939			(11,535		)	(79,092		)
Income tax provision	—			(3,677		)	3,677			—
Net loss	$	(68,496	)	$	(2,738	)	$	(7,858	)	$	(79,092	)

26

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2018
(in thousands)
	Parent Issuer			Guarantors			Eliminations			Consolidated
Cash flows used in operating activities	$	(8,075	)	$	(23,786	)	$	—		$	(31,861	)
Cash flows from investing activities
Property, plant and equipment, net	(374,390		)	(1,853,975		)	—			(2,228,365		)
Investments in subsidiaries	(1,876,013		)	—			1,876,013			—
Other	—			3,705			—			3,705
Net cash used in investing activities	(2,250,403		)	(1,850,270		)	1,876,013			(2,224,660		)
Cash flows from financing activities
Proceeds from issuances of debt	2,276,800			—			—			2,276,800
Repayments of debt	(295,455		)	—			—			(295,455		)
Debt issuance and deferred financing costs	(45,743		)	—			—			(45,743		)
Debt extinguishment cost	(9,108		)	—			—			(9,108		)
Capital contributions	323,418			1,876,013			(1,876,013		)	323,418
Net cash provided by financing activities	2,249,912			1,876,013			(1,876,013		)	2,249,912
Net increase (decrease) in cash, cash equivalents and restricted cash	(8,566		)	1,957			—			(6,609		)
Cash, cash equivalents and restricted cash—beginning of period	226,559			—			—			226,559
Cash, cash equivalents and restricted cash—end of period	$	217,993		$	1,957		$	—		$	219,950

Balances per Condensed Consolidating Balance Sheet:

	September 30, 2018
	Parent Issuer		Guarantors		Eliminations		Consolidated
Cash and cash equivalents	$	—	$	—	$	—	$	—
Restricted cash	217,993		1,957		—		219,950
Total cash, cash equivalents and restricted cash	$	217,993	$	1,957	$	—	$	219,950

27

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2017
(in thousands)
	Parent Issuer			Guarantors			Eliminations			Consolidated
Cash flows used in operating activities	$	(43,315	)	$	(8,266	)	$	—		$	(51,581	)
Cash flows from investing activities
Property, plant and equipment, net	(227,143		)	(1,402,030		)	—			(1,629,173		)
Investments in subsidiaries	(1,384,301		)	—			1,384,301			—
Other	—			25,995			—			25,995
Net cash used in investing activities	(1,611,444		)	(1,376,035		)	1,384,301			(1,603,178		)
Cash flows from financing activities
Proceeds from issuances of debt	2,706,000			—			—			2,706,000
Repayments of debt	(1,436,050		)	—			—			(1,436,050		)
Debt issuance and deferred financing costs	(23,309		)	—			—			(23,309		)
Debt extinguishment cost	(29		)	—			—			(29		)
Capital contributions	254,120			1,384,458			(1,384,458		)	254,120
Distributions	—			(157		)	157			—
Net cash provided by financing activities	1,500,732			1,384,301			(1,384,301		)	1,500,732
Net decrease in cash, cash equivalents and restricted cash	(154,027		)	—			—			(154,027		)
Cash, cash equivalents and restricted cash—beginning of period	270,540			—			—			270,540
Cash, cash equivalents and restricted cash—end of period	$	116,513		$	—		$	—		$	116,513

28

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 or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things:

• statements that we expect to commence or complete construction of our proposed LNG terminal, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all; 

• statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;

• statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;

• statements relating to the construction of our Trains and pipeline, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any such EPC or other contractor, and anticipated costs related thereto;

• statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total natural gas liquefaction or storage capacities that are, or may become, subject to contracts;

• statements regarding our planned development and construction of additional Trains and pipeline, including the financing of such Trains;

• statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;

• statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;

• statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions; and

• any other statements that relate to non-historical or future information.

All of these types of statements, other than statements of historical or present facts or conditions, 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 as a result of a variety of factors described in this quarterly report and in the other reports and other information that we file with the SEC, including those discussed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2017. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

29

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 includes the following subjects: 

• Overview of Business 

• Overview of Significant Events 

• Liquidity and Capital Resources

• Results of Operations 

• Off-Balance Sheet Arrangements  

• Summary of Critical Accounting Estimates 

• Recent Accounting Standards

Overview of Business

We were formed in September 2014 to develop, construct, operate, maintain and own natural gas liquefaction and export facilities (the “Liquefaction Facilities”) and a 23-mile natural gas supply pipeline (the “Corpus Christi Pipeline” and together with the Liquefaction Facilities, the “Liquefaction Project”) near Corpus Christi, Texas, through wholly-owned subsidiaries CCL and CCP, respectively.

The Liquefaction Project is being developed in stages for three Trains, with expected aggregate nominal production capacity, which is prior to adjusting for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities, of approximately 13.5 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10.1 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. The first stage (“Stage 1”) includes Trains 1 and 2, two LNG storage tanks, one complete marine berth and a second partial berth and all of the Liquefaction Project’s necessary infrastructure facilities. The second stage (“Stage 2”) includes Train 3, one LNG storage tank and the completion of the second partial berth. The Liquefaction Project also includes the Corpus Christi Pipeline that will interconnect the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines. Stages 1 and 2 are currently under construction, and construction of the Corpus Christi Pipeline was completed in the second quarter of 2018. Train 1 has commenced commissioning activities.

Overview of Significant Events

Our significant accomplishments since January 1, 2018 and through the filing date of this Form 10-Q include the following:

Strategic

• In May 2018, Cheniere’s board of directors made a positive final investment decision with respect to Stage 2 of the Liquefaction Project and issued a full notice to proceed to Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) under the EPC contract for Stage 2.

• In February 2018, CCL entered into a 20-year SPA with PetroChina International Company Limited, a subsidiary of China National Petroleum Corporation, for the sale of LNG beginning in 2023.

Operational

• In August 2018, feed gas was introduced to Train 1 of the Liquefaction Project as part of the commissioning process.

Financial

• We completed the following debt transactions:

◦ In May 2018, we amended and restated our existing credit facilities (the “CCH Credit Facility”) to increase total commitments under the CCH Credit Facility to $6.1 billion. Borrowings will be used to fund a portion of the

30

costs of developing, constructing and placing into service the three Trains and the related facilities of the Liquefaction Project and for related business purposes.

• In June 2018, we amended and restated our working capital facility (“CCH Working Capital Facility”) to increase total commitments under the CCH Working Capital Facility to $1.2 billion. Borrowings will be used for certain working capital requirements related to developing and placing into operations the Liquefaction Project and for related business purposes.

Liquidity and Capital Resources

The following table provides a summary of our liquidity position at September 30, 2018 and December 31, 2017 (in thousands):

	September 30,		December 31,
	2018		2017
Cash and cash equivalents	$	—	$	—
Restricted cash designated for the Liquefaction Project	219,950		226,559
Available commitments under the following credit facilities:
CCH Credit Facility	1,645,675		2,086,714
CCH Working Capital Facility	884,475		186,422

For additional information regarding our debt agreements, see Note 6—Debt of our Notes to Consolidated Financial Statements in this quarterly report and Note 7—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017.

Corpus Christi LNG Terminal

Liquefaction Facilities

The Liquefaction Project is being developed and constructed at the Corpus Christi LNG terminal. We have received authorization from the FERC to site, construct and operate Stages 1 and 2 of the Liquefaction Project. The following table summarizes the overall project status of the Liquefaction Project as of September 30, 2018:

	Stage 1		Stage 2
Overall project completion percentage	93.9%		36.3%
Completion percentage of:
Engineering	100%		79.2%
Procurement	100%		57.3%
Subcontract work	83.6%		5.8%
Construction	86.9%		5.9%
Expected date of substantial completion	Train 1	1Q 2019	Train 3	2H 2021
	Train 2	2H 2019

The DOE has authorized the export of domestically produced LNG by vessel from the Corpus Christi LNG terminal to FTA countries for a 25-year term and to non-FTA countries for a 20-year term up to a combined total of the equivalent of 767 Bcf/yr (approximately 15 mtpa) of natural gas. The terms of each of these authorizations begin on the earlier of the date of first export thereunder or the date specified in the particular order, which ranges from seven to 10 years from the date the order was issued.

Customers

CCL entered into ten fixed-price SPAs generally with terms of 20 years (plus extension rights) with nine third parties to make available an aggregate amount of LNG that is between approximately 75% to 85% of the expected aggregate adjusted nominal production capacity of Trains 1 through 3. Under these ten SPAs, the customers will purchase LNG from CCL for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. In certain circumstances, the customers may elect to cancel or suspend deliveries of LNG cargoes, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG cargo deliveries under the SPAs as the fixed fee component of the price under our SPAs. We refer to the fee component that is applicable only in connection with LNG cargo deliveries as the variable fee

31

component of the price under our SPAs. The variable fee under CCL’s SPAs entered into in connection with the development of the Liquefaction Project was sized at the time of entry into each SPA with the intent to cover the costs of gas purchases and transportation related to, and operating and maintenance costs to produce, the LNG to be sold under each such SPA. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery for the applicable Train, as specified in each SPA.

In aggregate, the minimum fixed fee portion to be paid by the third-party SPA customers is approximately $550 million for Train 1 and increasing to approximately $1.4 billion for Train 2, in each case upon the date of first commercial delivery for the respective Train, and further increasing to approximately $1.8 billion following the substantial completion of Train 3 of the Liquefaction Project.

CCL expects to sell LNG that it produces that is in excess of the contract quantities committed under CCL’s third-party SPAs to Cheniere Marketing International LLP, an indirect wholly-owned subsidiary of Cheniere.

Natural Gas Transportation, Storage and Supply

To ensure CCL is able to transport adequate natural gas feedstock to the Corpus Christi LNG terminal, it has entered into transportation precedent agreements to secure firm pipeline transportation capacity with CCP and certain third-party pipeline companies. CCL has entered into a firm storage services agreement with a third party to assist in managing volatility in natural gas needs for the Liquefaction Project. CCL has also entered into enabling agreements and long-term natural gas supply contracts with third parties, and will continue to enter into such agreements, in order to secure natural gas feedstock for the Liquefaction Project. As of September 30, 2018, CCL had secured up to approximately 2,640TBtu of natural gas feedstock through long-term natural gas supply contracts, a portion of which is subject to the achievement of certain project milestones and other conditions precedent.

Construction

CCL entered into separate lump sum turnkey contracts with Bechtel for the engineering, procurement and construction of Stages 1 and 2 of the Liquefaction Project under which Bechtel charges a lump sum for all work performed and generally bears project cost risk unless certain specified events occur, in which case Bechtel may cause CCL to enter into a change order, or CCL agrees with Bechtel to a change order.

The total contract prices of the EPC contract for Stage 1 and the EPC contract for Stage 2, which do not include the Corpus Christi Pipeline, are approximately $7.8 billion and $2.4 billion, respectively, reflecting amounts incurred under change orders through September 30, 2018. Total expected capital costs for Trains 1 through 3 are estimated to be between $11.0 billion and $12.0 billion before financing costs and between $15.0 billion and $16.0 billion after financing costs including, in each case, estimated owner’s costs and contingencies.

Pipeline Facilities

In December 2014, the FERC issued a certificate of public convenience and necessity under Section 7(c) of the Natural Gas Act of 1938, as amended, authorizing CCP to construct and operate the Corpus Christi Pipeline. The Corpus Christi Pipeline is designed to transport 2.25 Bcf/d of natural gas feedstock required by the Liquefaction Project from the existing regional natural gas pipeline grid. The construction of the Corpus Christi Pipeline commenced in January 2017 and was completed in the second quarter of 2018.

32

Capital Resources

We expect to finance the construction costs of the Liquefaction Project from one or more of the following: project financing, operating cash flows from CCL and CCP and equity contributions from Cheniere. The following table provides a summary of our capital resources from borrowings and available commitments for the Liquefaction Project, excluding any equity contributions, at September 30, 2018 and December 31, 2017 (in thousands):

	September 30,		December 31,
	2018		2017
Senior notes (1)	$	4,250,000	$	4,250,000
Credit facilities outstanding balance (2)	4,491,737		2,484,737
Letters of credit issued (2)	315,525		163,578
Available commitments under credit facilities (2)	2,530,150		2,273,136
Total capital resources from borrowings and available commitments	$	11,587,412	$	9,171,451

(1) Includes 7.000% Senior Secured Notes due 2024, 5.875% Senior Secured Notes due 2025 and 5.125% Senior Secured Notes due 2027 (the “2027 CCH Senior Notes”)(collectively, the “CCH Senior Notes”).

(2) Includes CCH Credit Facility and CCH Working Capital Facility.

For additional information regarding our debt agreements related to the Liquefaction Project, see Note 6—Debt of our Notes to Consolidated Financial Statements in this quarterly report and Note 7—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2017.

CCH Senior Notes

The CCH Senior Notes are jointly and severally guaranteed by our subsidiaries, CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”).

The indenture governing the CCH Senior Notes(the “CCH Indenture”) contains customary terms and events of default and certain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of our restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to us or any of our restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of us and our restricted subsidiaries taken as a whole; or permit any Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets.

At any time prior to six months before the respective dates of maturity for each series of the CCH Senior Notes, we may redeem all or part of such series of the CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the CCH Indenture, plus accrued and unpaid interest, if any, to the date of redemption. We also may at any time within six months of the respective dates of maturity for each series of the CCH Senior Notes, redeem all or part of such series of the CCH Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

CCH Credit Facility

In May 2018, we amended and restated the CCH Credit Facility to increase total commitments under the CCH Credit Facility to $6.1 billion. Our obligations under the CCH Credit Facility are secured by a first priority lien on substantially all of our assets and the assets of our subsidiaries and by a pledge by CCH HoldCo I of its limited liability company interests in us. As of September 30, 2018 and December 31, 2017, we had $1.6 billion and $2.1 billion of available commitments and $4.5 billion and $2.5 billion loans outstanding under the CCH Credit Facility, respectively.

The CCH Credit Facility matures on June 30, 2024, with principal payments due quarterly commencing on the earlier of (1) the first quarterly payment date occurring more than three calendar months following the completion of the Liquefaction Project as defined in the common terms agreement and (2) a set date determined by reference to the date under which a certain LNG buyer linked to the last Train of the Liquefaction Project to become operational is entitled to terminate its SPA for failure to achieve the

33

date of first commercial delivery for that agreement. Scheduled repayments will be based upon a 19-year tailored amortization, commencing the first full quarter after the completion of Trains 1 through 3 and designed to achieve a minimum projected fixed debt service coverage ratio of 1.50:1.

Under the CCH Credit Facility, we are required to hedge not less than 65% of the variable interest rate exposure of our senior secured debt. We are restricted from making distributions under agreements governing our indebtedness generally until, among other requirements, the completion of the construction of Trains 1 and 2 of the Liquefaction Project, funding of a debt service reserve account equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25:1.00.

CCH Working Capital Facility

In June 2018, we amended and restated the CCH Working Capital Facility to increase total commitments under the CCH Working Capital Facility to $1.2 billion. The CCH Working Capital Facility is intended to be used for loans (“CCH Working Capital Loans”), the issuance of letters of credit, as well as for swing line loans (“CCH Swing Line Loans”) for certain working capital requirements related to developing and placing into operations the Liquefaction Project and for related business purposes. Loans under the CCH Working Capital Facility are guaranteed by the Guarantors. We may, from time to time, request increases in the commitments under the CCH Working Capital Facility of up to the maximum allowed under the Common Terms Agreement that was entered into concurrently with the CCH Credit Facility. As of September 30, 2018 and December 31, 2017, we had $884.5 million and $186.4 million of available commitments and $315.5 million and $163.6 million aggregate amount of issued letters of credit under the CCH Working Capital Facility, respectively. We did not have any amounts outstanding under the CCH Working Capital Facility as of both September 30, 2018 and December 31, 2017.

The CCH Working Capital Facility matures on June 29, 2023, and we may prepay the CCH Working Capital Loans, CCH Swing Line Loans and loans made in connection with a draw upon any letter of credit (“CCH LC Loans”) at any time without premium or penalty upon three business days’ notice and may re-borrow at any time. CCH LC Loans have a term of up to one year. CCH Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the CCH Working Capital Facility, (2) the date that is 15 days after such CCH Swing Line Loan is made and (3) the first borrowing date for a CCH Working Capital Loan or CCH Swing Line Loan occurring at least four business days following the date the CCH Swing Line Loan is made. We are required to reduce the aggregate outstanding principal amount of all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year.

The CCH Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. Our obligations under the CCH Working Capital Facility are secured by substantially all our assets and the assets of the Guarantors as well as all of our membership interests and each of the Guarantors on a pari passu basis with the CCH Senior Notes and the CCH Credit Facility.

Equity Contribution Agreement

In May 2018, we amended and restated the existing equity contribution agreement with Cheniere (the “Equity Contribution Agreement”) pursuant to which Cheniere agreed to provide cash contributions up to approximately $1.1 billion, not including $2.0 billion previously contributed under the original equity contribution agreement. As of September 30, 2018, we have received $2.0 billion in contributions under the Equity Contribution Agreement. Cheniere will only be required to make additional contributions under the Equity Contribution Agreement after the commitments under the CCH Credit Facility have been reduced to zero and to the extent cash flows from operations of the Liquefaction Project are unavailable for Liquefaction Project costs. In March 2017, Cheniere entered into a $750 million senior secured revolving credit facility (the “CEI Revolving Credit Facility”). The proceeds of the CEI Revolving Credit Facility are available to Cheniere to back-stop its obligations under the Equity Contribution Agreement and for general corporate purposes.

Early Works Equity Contribution Agreement

In conjunction with the amendment and restatement of the Equity Contribution Agreement, we terminated the early works equity contribution agreement with Cheniere entered into in December 2017. Prior to termination in May 2018, we had received $250.0 million in contributions from Cheniere under the early works equity contribution agreement.

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Restrictive Debt Covenants

As of September 30, 2018, we were in compliance with all covenants related to our debt agreements.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash, cash equivalents and restricted cash for the nine months ended September 30, 2018 and 2017 (in thousands). 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,
	2018			2017
Operating cash flows	$	(31,861	)	$	(51,581	)
Investing cash flows	(2,224,660		)	(1,603,178		)
Financing cash flows	2,249,912			1,500,732
Net decrease in cash, cash equivalents and restricted cash	(6,609		)	(154,027		)
Cash, cash equivalents and restricted cash—beginning of period	226,559			270,540
Cash, cash equivalents and restricted cash—end of period	$	219,950		$	116,513

Operating Cash Flows

Operating cash outflows during the nine months ended September 30, 2018 and 2017 were $31.9 million and $51.6 million, respectively. The decrease in operating cash outflows in 2018 compared to 2017 was primarily related to decreased cash used for settlement of derivative instruments.

Investing Cash Flows

Investing cash outflows during the nine months ended September 30, 2018 and 2017 were $2.2 billion and $1.6 billion, respectively, and were primarily used to fund the construction costs for the Liquefaction Project. These costs are capitalized as construction-in-process until achievement of substantial completion. In addition to cash outflows for construction costs for the Liquefaction Project, we received $3.7 million and $36.3 million during the nine months ended September 30, 2018 and 2017, respectively, from the return of collateral payments previously paid for the Liquefaction Project, which was offset by $10.3 million paid for infrastructure to support the Liquefaction Project in the nine months ended September 30, 2017.

Financing Cash Flows

Financing cash inflows during the nine months ended September 30, 2018 were $2.2 billion, primarily as a result of:

•$2.3 billion of borrowings and $281.5 million of repayments under the CCH Credit Facility;

•$14.0 million of borrowings and $14.0 million of repayments under the CCH Working Capital Facility;

•$45.7 million of debt issuance costs related to up-front fees paid upon the closing of these transactions;

•$9.1 million of debt extinguishment costs related to the repayment of the CCH Credit Facility; and

•$323.4 million of equity contributions from Cheniere.

Financing cash inflows during the nine months ended September 30, 2017 were $1.5 billion, primarily as a result of:

•$1.2 billion of borrowings under the CCH Credit Facility;

• issuance of aggregate principal amount of $1.5 billion of the 2027 CCH Senior Notes, which was used to prepay $1.4 billion of outstanding borrowings under the CCH Credit Facility;

• $24.0 million of borrowings and $24.0 million of repayments made under the CCH Working Capital Facility;

•$23.3 million of debt issuance costs related to up-front fees paid upon the closing of these transactions; and

•$254.1 million of equity contributions from Cheniere.

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Results of Operations

Our consolidated net income was $24.4 million in the three months ended September 30, 2018, compared to a net loss of $8.6 million in the three months ended September 30, 2017. This $33.0 million increase in net income in 2018 was primarily a result of increased derivative gain, net and decreased loss from operations.

Our consolidated net income was $97.4 million in the nine months ended September 30, 2018, compared to a net loss of $79.1 million in the nine months ended September 30, 2017. This $176.5 million increase in net income in 2018 was primarily a result of increased derivative gain, net, decreased loss on modification or extinguishment of debt and decreased loss from operations.

Income (loss) from operations

	Three Months Ended September 30,									Nine Months Ended September 30,
(in thousands)	2018			2017			Change			2018			2017			Change
Revenues	$	—		$	—		$	—		$	—		$	—		$	—
Operating and maintenance expense (recovery)	(9,477		)	533			(10,010		)	(6,377		)	2,097			(8,474		)
Operating and maintenance expense—affiliate	1,522			1,504			18			2,539			1,653			886
Development expense	49			82			(33		)	172			497			(325		)
Development expense—affiliate	—			—			—			—			8			(8		)
General and administrative expense	1,479			861			618			3,514			3,824			(310		)
General and administrative expense—affiliate	607			289			318			1,605			753			852
Depreciation and amortization expense	3,488			248			3,240			5,246			537			4,709
Impairment expense and loss (gain) on disposal of assets	(13		)	2,059			(2,072		)	(13		)	2,064			(2,077		)
Total expenses (recoveries)	(2,345		)	5,576			(7,921		)	6,686			11,433			(4,747		)
Income (loss) from operations	$	2,345		$	(5,576	)	$	7,921		$	(6,686	)	$	(11,433	)	$	4,747

Our loss from operations decreased $7.9 million and $4.7 million during the three and nine months ended September 30, 2018, respectively, from the comparable periods in 2017 primarily due to the decrease in operating and maintenance expense, which resulted from an increase in fair value of our natural gas supply agreements due to favorable market shifts between the periods. This decrease in operating and maintenance expense was partially offset by increased depreciation and amortization expenses, as the assets related to Corpus Christi Pipeline began depreciating upon completion of the construction.

Other expense (income)

	Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands)	2018			2017		Change			2018			2017		Change
Loss on modification or extinguishment of debt	$	—		$	—	$	—		$	15,332		$	32,480	$	(17,148	)
Derivative loss (gain), net	(21,818		)	2,906		(24,724		)	(119,233		)	35,002		(154,235		)
Other expense (income)	(225		)	95		(320		)	(184		)	177		(361		)
Total other expense (income)	$	(22,043	)	$	3,001	$	(25,044	)	$	(104,085	)	$	67,659	$	(171,744	)

Loss on modification or extinguishment of debt decreased during the nine months ended September 30, 2018, as compared to the nine months ended September 30, 2017. Loss on modification or extinguishment of debt recognized in 2018 was attributable to $15.3 million of debt modification and extinguishment costs relating to the incurrence of third party fees and write off of unamortized debt issuance costs as a result of the amendment and restatement of the CCH Credit Facility. Loss on modification or extinguishment of debt recognized in 2017 was attributable to the write-off of debt issuance costs of $32.5 million in May 2017 upon the prepayment of approximately $1.4 billion of outstanding borrowings under the CCH Credit Facility in connection with the issuance of the 2027 CCH Senior Notes.

Derivative gain, net increased from a net loss during the three and nine months ended September 30, 2017 to a net gain during the three and nine months ended September 30, 2018. The increase in derivative gain, net in 2018 as compared to derivative

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loss, net in 2017 was primarily due to a favorable shift in the long-term forward LIBOR curve between the periods. During the nine months ended September 30, 2018, we also recognized a $4.8 million gain in June 2018 upon the termination of interest rate swaps associated with the amendment and restatement of the CCH Credit Facility. During the nine months ended September 30, 2017, we recognized a $13.0 million loss in May 2017 in conjunction with the termination of approximately $1.4 billion of commitments under the CCH Credit Facility.

Off-Balance Sheet Arrangements

As of September 30, 2018, 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 operating 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 report on Form 10-K for the year ended December 31, 2017.

Recent Accounting Standards

For descriptions of recently issued accounting standards, see Note 10—Recent Accounting Standards of our Notes to Consolidated Financial Statements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marketing and Trading Commodity Price Risk

We have entered into commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Project(“Liquefaction Supply Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location as follows (in thousands):

	September 30, 2018				December 31, 2017
	Fair Value		Change in Fair Value		Fair Value			Change in Fair Value
Liquefaction Supply Derivatives	$	9,265	$	4,496	$	(91	)	$	10

Interest Rate Risk

We have entered into interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the CCH Credit Facility(“Interest Rate Derivatives”). In order to test the sensitivity of the fair value of the Interest Rate Derivatives to changes in interest rates, management modeled a 10% change in the forward 1-month LIBOR curve across the remaining terms of the Interest Rate Derivatives as follows (in thousands):

	September 30, 2018				December 31, 2017
	Fair Value		Change in Fair Value		Fair Value			Change in Fair Value
Interest Rate Derivatives	$	94,180	$	42,254	$	(32,258	)	$	43,994

See Note 4—Derivative Instruments for additional details about our derivative instruments.

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 management, including our President and Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange

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Act. Based on that evaluation, our President 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.

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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. There have been no material changes to the legal proceedings disclosed in our annual report on Form 10-K for the year ended December 31, 2017.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2017.

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ITEM 6. EXHIBITS

Exhibit No.	Description
10.1*	Change orders to the Amended and Restated Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Stage 2 Liquefaction Facility, dated as of December 12, 2017, between CCL and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00001 Stage 2 EPC Agreement Revised Table A-2, dated May 18, 2018, (ii) the Change Order CO-00002 Stage 2 EPC Agreement Amended and Restated Attachment C, dated May 18, 2018, (iii) the Change Order CO-00003 Fuel Provisional Sum Adjustment, dated May 24, 2018, (iv) the Change Order CO-00004 Currency Provisional Sum Adjustment, dated May 29, 2018, (v) the Change Order CO-00005 JT Valve Modifications, dated July 10, 2018 and (vi) the Change Order CO-00006 Tank B Soil Conditions, International Building Code, and East Jetty Marine Facility Schedule Acceleration, dated September 5, 2018 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)
31.1*	Certification by President and Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
32.1**	Certification by President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	Furnished herewith.

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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.

		CHENIERE CORPUS CHRISTI HOLDINGS, LLC
Date:	November 7, 2018	By:	/s/ Michael J. Wortley
			Michael J. Wortley
			President and Chief Financial Officer
			(on behalf of the registrant and as principal financial officer)
Date:	November 7, 2018	By:	/s/ Leonard E. Travis
			Leonard E. Travis
			Chief Accounting Officer
			(on behalf of the registrant and as principal accounting officer)

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