UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, ~~2022~~2023

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

For the transition period from to

Commission file number 333-215435

Cheniere Corpus Christi Holdings, LLC

(Exact name of registrant as specified in its charter)


Delaware			47-1929160
(State or other jurisdiction of incorporation or organization)			(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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

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 ☐ No ☒

Note: The registrant ~~was~~is a voluntary filer ~~until March 25, 2022. The~~not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. However, the registrant has filed all reports required pursuant to Sections 13 or 15(d) during the preceding 12 months as if the registrant was subject to such filing requirements.

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 such files). Yes ☒ 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

☒

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 ☒

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

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	Definitions	1
Part I. Financial Information
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Operations	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Member’s ~~Equity~~Equit y (Deficit)	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
	Note 1—Nature of Operations and Basis of Presentation	7

	Note 2—CCL Stage III Contribution and Merger	87
	Note 3 —Restricted Cash and Cash Equivalents	98
	Note 4 —Trade and Other Receivables, Net of Current Expected Credit Losses	98
	Note 5 —Inventory	98
	Note 6 —Property, Plant and Equipment, Net of Accumulated Depreciation	98
	Note 7 —Derivative Instruments	109

	Note 8 —Accrued Liabilities	1412
	Note 9 —Debt	1512
	Note 10 —Revenues ~~from Contracts with Customers~~	1614
	Note 1 1 —Related Party Transactions	1815
	Note 1 2 —Customer Concentration	2116
	Note 1 3 —Supplemental Cash Flow Information	2216

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2317

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3224

Item 4.	Controls and Procedures	3225

Part II. Other Information
Item 1.	Legal Proceedings	3326

Item 1A.	Risk Factors	3326



Item 6.	Exhibits	3327

	Signatures	3528

Table of Contents

DEFINITIONS

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

Common Industry and Other Terms


ASU						Accounting Standards Update
Bcf						billion cubic feet
Bcf/d						billion cubic feet per day
Bcf/yr						billion cubic feet per year
Bcfe						billion cubic feet equivalent
DAT						delivered at terminal
DOE						U.S. Department of Energy
EPC						engineering, procurement and construction
FASB						Financial Accounting Standards Board
FERC						Federal Energy Regulatory Commission
FID						final investment decision
FOB						free-on-board
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
IPM agreements						integrated production marketing agreements in which the gas producer sells to us gas on a global LNG index price, less a fixed liquefaction fee, shipping and other costs
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; one British thermal unit measures the amount of energy required to raise the temperature of one pound of water by one degree Fahrenheit
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
SOFR						Secured Overnight Financing Rate
SPA						LNG sale and purchase agreement
TBtu						trillion British thermal units; one British thermal unit measures the amount of energy required to raise the temperature of one pound of water by one degree Fahrenheit
Train						an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG

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Abbreviated Legal Entity Structure

The following diagram depicts our abbreviated legal entity structure as of June 30, ~~2022,~~2023, 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.

In June 2022, as part of the internal restructuring of Cheniere’s subsidiaries, Cheniere contributed its equity interest in Corpus Christi Liquefaction Stage III, LLC (“CCL Stage III”), formerly a wholly owned direct subsidiary of Cheniere, to us, and CCL Stage III was subsequently merged with and into CCL, the surviving entity of the merger and our wholly owned subsidiary.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CHENIERE CORPUS CHRISTI HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions)

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021				2023		2022		2023		2022
Revenues	Revenues										Revenues
LNG revenues	LNG revenues	$	1,607	$	826	$	2,931	$	1,441		LNG revenues	$	821	$	1,607	$	1,914	$	2,931
LNG revenues—affiliate	LNG revenues—affiliate	763		331		1,434		599			LNG revenues—affiliate	282		763		837		1,434

Total revenues	Total revenues	2,370		1,157		4,365		2,040			Total revenues	1,103		2,370		2,751		4,365

Operating costs and expenses
Cost of sales (excluding items shown separately below)		2,442		799		4,783		985
Operating costs and expenses (recoveries)											Operating costs and expenses (recoveries)
Cost (recovery) of sales (excluding items shown separately below)											Cost (recovery) of sales (excluding items shown separately below)	(131)		2,442		(2,671)		4,783
Cost of sales—affiliate	Cost of sales—affiliate	36		2		48		37			Cost of sales—affiliate	78		36		93		48
Cost of sales—related party		—		36		—		71

Operating and maintenance expense	Operating and maintenance expense	118		120		231		203			Operating and maintenance expense	118		118		234		231
Operating and maintenance expense—affiliate	Operating and maintenance expense—affiliate	28		28		58		52			Operating and maintenance expense—affiliate	27		28		57		58
Operating and maintenance expense—related party	Operating and maintenance expense—related party	3		3		5		5			Operating and maintenance expense—related party	2		3		4		5
Development expense		1		—		1		—

General and administrative expense	General and administrative expense	2		2		4		3			General and administrative expense	—		2		2		4
General and administrative expense—affiliate	General and administrative expense—affiliate	8		7		16		12			General and administrative expense—affiliate	11		8		23		16
Depreciation and amortization expense	Depreciation and amortization expense	112		110		222		199			Depreciation and amortization expense	112		112		224		222
Other	Other	3		1		3		1			Other	—		4		—		4
Total operating costs and expenses		2,753		1,108		5,371		1,568
Total operating costs and expenses (recoveries)											Total operating costs and expenses (recoveries)	217		2,753		(2,034)		5,371

Income (loss) from operations	Income (loss) from operations	(383)		49		(1,006)		472			Income (loss) from operations	886		(383)		4,785		(1,006)

Other income (expense)	Other income (expense)										Other income (expense)
Interest expense, net of capitalized interest	Interest expense, net of capitalized interest	(116)		(118)		(234)		(211)			Interest expense, net of capitalized interest	(57)		(116)		(120)		(234)
Loss on modification or extinguishment of debt	Loss on modification or extinguishment of debt	(28)		—		(30)		—			Loss on modification or extinguishment of debt	—		(28)		(10)		(30)
Interest rate derivative gain (loss), net	Interest rate derivative gain (loss), net	(1)		(2)		2		(1)			Interest rate derivative gain (loss), net	—		(1)		—		2
Other income, net	Other income, net	1		—		1		—			Other income, net	2		1		5		1
Total other expense	Total other expense	(144)		(120)		(261)		(212)			Total other expense	(55)		(144)		(125)		(261)

Net income (loss)	Net income (loss)	$	(527)	$	(71)	$	(1,267)	$	260		Net income (loss)	$	831	$	(527)	$	4,660	$	(1,267)

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

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)


		June 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
ASSETS	ASSETS	(unaudited)				ASSETS	(unaudited)
Current assets	Current assets					Current assets

Restricted cash and cash equivalents	Restricted cash and cash equivalents	$	51	$	44	Restricted cash and cash equivalents	$	152	$	738
Trade and other receivables, net of current expected credit losses	Trade and other receivables, net of current expected credit losses	441		280		Trade and other receivables, net of current expected credit losses	131		348
Accounts receivable—affiliate		307		315
Trade receivables—affiliate						Trade receivables—affiliate	115		240
Advances to affiliate	Advances to affiliate	76		128		Advances to affiliate	97		132
Inventory	Inventory	152		156		Inventory	111		178
Current derivative assets	Current derivative assets	30		17		Current derivative assets	35		12

Margin deposits	Margin deposits	25		13		Margin deposits	—		76
Other current assets	Other current assets	30		15		Other current assets	31		18

Total current assets	Total current assets	1,112		968		Total current assets	672		1,742

Property, plant and equipment, net of accumulated depreciation	Property, plant and equipment, net of accumulated depreciation	13,117		12,607		Property, plant and equipment, net of accumulated depreciation	14,225		13,673
Debt issuance and deferred financing costs, net of accumulated amortization		43		7
Debt issuance, net of accumulated amortization						Debt issuance, net of accumulated amortization	37		40
Derivative assets	Derivative assets	108		37		Derivative assets	253		7

Other non-current assets, net	Other non-current assets, net	351		145		Other non-current assets, net	248		225

Total assets	Total assets	$	14,731	$	13,764	Total assets	$	15,435	$	15,687

LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
LIABILITIES AND MEMBER’S EQUITY						LIABILITIES AND MEMBER’S EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	87	$	119	Accounts payable	$	34	$	85

Accrued liabilities	Accrued liabilities	796		631		Accrued liabilities	255		901
Accrued liabilities—related party	Accrued liabilities—related party	1		1		Accrued liabilities—related party	1		1
Current debt, net of discount and debt issuance costs	Current debt, net of discount and debt issuance costs	—		366		Current debt, net of discount and debt issuance costs	—		495
Due to affiliates	Due to affiliates	28		35		Due to affiliates	37		43
Current derivative liabilities	Current derivative liabilities	1,162		668		Current derivative liabilities	784		1,374
Other current liabilities	Other current liabilities	1		1		Other current liabilities	6		1
Other current liabilities—affiliate		1		—

Total current liabilities	Total current liabilities	2,076		1,821		Total current liabilities	1,117		2,900

Long-term debt, net of discount and debt issuance costs	Long-term debt, net of discount and debt issuance costs	9,168		9,986		Long-term debt, net of discount and debt issuance costs	6,307		6,698
Derivative liabilities	Derivative liabilities	3,955		638		Derivative liabilities	1,804		4,923

Other non-current liabilities	Other non-current liabilities	58		38		Other non-current liabilities	76		78
Other non-current liabilities—affiliate	Other non-current liabilities—affiliate	3		—		Other non-current liabilities—affiliate	4		4

Member’s equity (deficit)		(529)		1,281
Total liabilities and member’s equity (deficit)		$	14,731	$	13,764
Member’s equity						Member’s equity	6,127		1,084
Total liabilities and member’s equity						Total liabilities and member’s equity	$	15,435	$	15,687

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

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY (DEFICIT)

(in millions)

(unaudited)

Three and Six Months Ended June 30, 2022
Cheniere CCH HoldCo I, LLC
Total Member’s Deficit
Balance at December 31, 2021 $ 1,281 $ 1,281
Capital contributions 138 138
Net loss (740) (740)
Balance at March 31, 2022 679 679
Contributions 801 801
Contribution of CCL Stage III entity (see Note 2)
(1,482) (1,482)
Net loss (527) (527)
Balance at June 30, 2022 $ (529) $ (529)


Three and Six Months Ended June 30, 2023
	Cheniere CCH HoldCo I, LLC		Total Member’s Equity








Balance at December 31, 2022	$	1,084	$	1,084
Contributions (excluding items shown separately below)	45		45
Contributions of cancelled senior secured notes (see Note 9)	396		396
Distributions	(60)		(60)
Net income	3,829		3,829
Balance at March 31, 2023	5,294		5,294






Contributions of cancelled senior secured notes (see Note 9)	2		2

Net income	831		831
Balance at June 30, 2023	$	6,127	$	6,127

Three and Six Months Ended June 30, 2021
Cheniere CCH HoldCo I, LLC
Total Member’s Equity
Balance at December 31, 2020 $ 2,624 $ 2,624
Net income 331 331
Balance at March 31, 2021 2,955 2,955
Capital distributions (337) (337)
Net loss (71) (71)
Balance at June 30, 2021 $ 2,547 $ 2,547


Three and Six Months Ended June 30, 2022
	Cheniere CCH HoldCo I, LLC		Total Member’s Equity (Deficit)
Balance at December 31, 2021	$	1,281	$	1,281
Contributions	138		138
Net loss	(740)		(740)
Balance at March 31, 2022	679		679
Contributions	801		801
Contributions of CCL Stage III entity (see Note 2)	(1,482)		(1,482)
Net loss	(527)		(527)
Balance at June 30, 2022	$	(529)	$	(529)

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

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


		Six Months Ended June 30,				Six Months Ended June 30,
		2022		2021				2023		2022
Cash flows from operating activities	Cash flows from operating activities						Cash flows from operating activities
Net income (loss)	Net income (loss)	$	(1,267)	$	260		Net income (loss)	$	4,660	$	(1,267)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	Depreciation and amortization expense	222		199			Depreciation and amortization expense	224		222
Amortization of discount and debt issuance costs	Amortization of discount and debt issuance costs	11		12			Amortization of discount and debt issuance costs	6		11
Loss on modification or extinguishment of debt	Loss on modification or extinguishment of debt	30		—			Loss on modification or extinguishment of debt	10		30
Total losses on derivatives instruments, net		1,871		249
Total gains on derivatives, net—related party		—		(7)
Net cash used for settlement of derivative instruments		(82)		(35)
Total losses (gains) on derivative instruments, net							Total losses (gains) on derivative instruments, net	(3,988)		1,871

Net cash provided by (used for) settlement of derivative instruments							Net cash provided by (used for) settlement of derivative instruments	10		(82)

Other	Other	4		2			Other	3		4
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:						Changes in operating assets and liabilities:
Trade and other receivables, net of current expected credit losses		(161)		34
Accounts receivable—affiliate		9		(48)
Trade and other receivables							Trade and other receivables	217		(161)
Trade receivables—affiliate							Trade receivables—affiliate	127		9
Advances to affiliate	Advances to affiliate	(6)		56			Advances to affiliate	42		(6)
Inventory	Inventory	2		(9)			Inventory	63		2
Margin deposits	Margin deposits	(12)		(1)			Margin deposits	76		(12)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	145		65			Accounts payable and accrued liabilities	(606)		145
Accrued liabilities—related party		—		1

Due to affiliates	Due to affiliates	(9)		(4)			Due to affiliates	(5)		(9)

Other, net	Other, net	(15)		(41)			Other, net	(31)		(15)

Other, net—affiliate							Other, net—affiliate	(1)		—
Net cash provided by operating activities	Net cash provided by operating activities	742		733			Net cash provided by operating activities	807		742

Cash flows from investing activities	Cash flows from investing activities						Cash flows from investing activities
Property, plant and equipment	Property, plant and equipment	(406)		(203)			Property, plant and equipment	(871)		(406)
Other	Other	—		(1)			Other	(1)		—
Net cash used in investing activities	Net cash used in investing activities	(406)		(204)			Net cash used in investing activities	(872)		(406)

Cash flows from financing activities	Cash flows from financing activities						Cash flows from financing activities
Proceeds from issuances of debt	Proceeds from issuances of debt	440		—			Proceeds from issuances of debt	—		440
Repayments of debt	Repayments of debt	(1,640)		(140)			Repayments of debt	(498)		(1,640)
Debt issuance and deferred financing costs		(18)		—
Debt issuance							Debt issuance	—		(18)
Debt extinguishment costs	Debt extinguishment costs	(43)		—			Debt extinguishment costs	(8)		(43)
Capital contributions		932		—
Contributions							Contributions	45		932
Distributions	Distributions	—		(337)			Distributions	(60)		—
Net cash used in financing activities	Net cash used in financing activities	(329)		(477)			Net cash used in financing activities	(521)		(329)

Net increase in restricted cash and cash equivalents		7		52
Net increase (decrease) in restricted cash and cash equivalents							Net increase (decrease) in restricted cash and cash equivalents	(586)		7
Restricted cash and cash equivalents—beginning of period	Restricted cash and cash equivalents—beginning of period	44		70			Restricted cash and cash equivalents—beginning of period	738		44
Restricted cash and cash equivalents—end of period	Restricted cash and cash equivalents—end of period	$	51	$	122		Restricted cash and cash equivalents—end of period	$	152	$	51

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

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—NATURE OF OPERATIONS AND BASIS OF PRESENTATION

We operate a natural gas liquefaction and export facility located near Corpus Christi, Texas (the “Corpus Christi LNG Terminal”) through CCL, which has 3three operational Trains for a total production capacity of approximately 15 mtpa of LNG, 3three LNG storage tanks and 2two marine berths. Additionally, we are constructing an expansion of the Corpus Christi LNG Terminal (the “Corpus Christi Stage 3 Project”) for up to 7seven midscale Trains with an expected total production capacity of over 10 mtpa of LNG.

CCL Stage III, CCL and CCP received approval from FERC in November 2019 to site, construct and operate the Corpus Christi Stage 3 Project. In March 2022, CCL Stage III issued limited notice to proceed to Bechtel Energy Inc. (“Bechtel”) to commence early engineering, procurement and site works. In June 2022, Cheniere’s board of directors made a positive FID with respect to the investment in the construction and operation of the Corpus Christi Stage 3 Project and issued a full notice to proceed with construction to Bechtel effective June 16, 2022. In connection with the positive FID, CCL Stage III, through which Cheniere was developing and constructing the Corpus Christi Stage 3 Project, was contributed to us from Cheniere (the “Contribution”) on June 15, 2022. Immediately following the Contribution, CCL Stage III was merged with and into CCL (the “Merger”), the surviving entity of the merger and our wholly owned subsidiary. Refer to ~~Note 2—CCL Stage III~~ ~~Contribution and~~ ~~Merger~~ ~~for additional information on the Contribution and Merger of CCL Stage III.~~

Through our subsidiary CCP, we also own a 21.5-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the ~~existing operational Trains, midscale trains, storage tanks~~Corpus Christi LNG Terminal and ~~marine berths,~~the Corpus Christi Stage 3 Project, the “Liquefaction Project”).

We have increased available liquefaction capacity at our Liquefaction Project as a result of debottlenecking and other optimization projects. We hold a significant land position at the Corpus Christi LNG Terminal which provides opportunity for further liquefaction capacity expansion. In March 2023, CCL and another subsidiary of Cheniere submitted an application with the FERC under the Natural Gas Act for an expansion adjacent to the Liquefaction Project consisting of two midscale Trains with an expected total production capacity of approximately 3 mtpa of LNG. The development of this site or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make a positive FID.

We do not have employees and thus we have various services agreements with affiliates of Cheniere in the ordinary course of business, including services required to construct, operate and maintain the Liquefaction Project, and administrative services. See Note 11—Related Party Transactions for additional details of the activity under these services agreements during the three and six months ended June 30, 2023 and 2022.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of CCH have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation ~~S-X.~~S-X and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. 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 fiscal year ended December 31, ~~2021~~2022.

Results of operations for the three and six months ended June 30, ~~2022~~2023 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, ~~2022.~~2023.

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. Accordingly, no provision or liability for federal or state income taxes is included in the accompanying Consolidated Financial Statements.

~~Recent Accounting Standards~~

~~ASU 2020-04~~

~~In March 2020, the FASB issued ASU 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~. This guidance primarily provides temporary optional expedients which simplify the accounting for contract modifications to existing contracts expected to arise from the market transition from LIBOR to alternative reference rates. The transition period under this standard is effective March 12, 2020 and will apply through December 31, 2022.

~~Table of Contents~~

~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~We had interest rate swaps and various credit facilities indexed to LIBOR, as further described in~~ ~~Note 7—Derivative Instruments~~ ~~and~~ ~~Note~~ 9 ~~—Debt~~, respectively. In June 2022, we amended our credit facilities to bear interest at a variable rate per annum based on SOFR as a result of the expected LIBOR transition. Since adoption of the standard, we elected to apply the optional expedients as applicable to certain modified facilities, however the impact of applying the optional expedients was not material, and the transition to SOFR or other replacement rate indexes does not have a material impact on our cash flows.

NOTE 2—CCL STAGE III CONTRIBUTION AND MERGER

~~As described~~In June 2022, Cheniere’s board of directors made a positive FID with respect to the investment in ~~Note 1—Nature~~ ~~of Operations~~the construction and ~~Basis of Presentation, the Contribution~~operation of the Corpus Christi Stage 3 Project and issued a full notice to proceed with construction to Bechtel effective June 16, 2022.In connection with the positive FID, CCL Stage III, ~~legal entity~~through which Cheniere was developing and constructing the Corpus Christi Stage 3 Project, was contributed to us from Cheniere ~~occurred~~(the “Contribution”) on ~~the~~ June 15, ~~2022, which was immediately followed by~~2022.Immediately following the ~~Merger, in which~~Contribution, CCL Stage III was merged with and into CCL ~~with CCL continuing as~~(the “Merger”), the surviving ~~company.~~entity of the merger and our wholly owned subsidiary.

The Contribution was accounted for as a common control transaction as the assets and liabilities were transferred between entities under Cheniere’s control. As a result, the net liability transfer was recognized as a ~~distribution~~contribution in our ~~Statement~~Consolidated Statements of Member’s Equity (Deficit) and at the historical basis of Cheniere on June 15, 2022 in our Consolidated Balance Sheets. The Contribution ~~has been~~was presented prospectively as we have concluded that the Contribution did

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

not represent a change in our reporting entity, primarily as we concluded that CCL Stage III did not constitute a business under FASB topic Accounting Standards Codification 805, Business Combinations. The Merger had no impact on our Consolidated Financial Statements as it occurred between our consolidated subsidiaries.

~~The net liabilities of CCL Stage III contributed to us and recognized on our Consolidated Balance Sheets on June 15, 2022 consisted of the following (in millions):~~


	~~June 15,~~
	~~2022~~
~~ASSETS~~

~~Property, plant and equipment, net of accumulated depreciation~~	$	~~441~~
~~Derivatives assets~~	~~112~~
~~Other non-current assets, net~~	19
~~Total assets~~	$	~~572~~

~~LIABILITIES AND MEMBER’S DEFICIT~~
~~Current liabilities~~
~~Accounts payable~~	$	3
~~Due to affiliates~~	1
~~Total current liabilities~~	4

~~Derivative liabilities~~	~~2,050~~

~~Total net liabilities contributed~~	$	~~(1,482)~~

~~Amended and Restated Debt Agreements~~

In June 2022, in connection with the FID with respect to the Corpus Christi Stage 3 Project referenced above, CCH amended and restated its term loan credit facility (the “CCH Credit Facility”) and its working capital facility (“CCH Working Capital Facility”) to, among other things, (1) increase the commitments to approximately $4.0 billion and $1.5 billion for the CCH Credit Facility and the CCH Working Capital Facility, respectively, (2) extend the maturity of the CCH Credit Facility to the earlier of June 15, 2029 or two years after the substantial completion of the last Train of the Corpus Christi Stage 3 Project and of the CCH Working Capital Facility through June 15, 2027, (3) update the indexed interest rate to SOFR and (4) make certain other changes to the terms and conditions of the existing facility. See ~~Note~~ 9 ~~—Debt~~ ~~for additional information on our credit facilities.~~

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

NOTE 3—RESTRICTED CASH AND CASH EQUIVALENTS

Restricted cash and cash equivalents consist of funds that are contractually or legally restricted as to usage or withdrawal. As of June 30, 2022 and December 31, 2021, we had $51 million and $44 million of restricted cash and cash equivalents, respectively.

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.

As of June 30, 2023 and December 31, 2022, we had $152 million and $738 million of restricted cash and cash equivalents, respectively, as required by the above agreement, of which $498 million as of December 31, 2022 related to the cash contributed from Cheniere for the redemption of the remaining outstanding principal balance of the 7.000% Senior Notes due 2024 (the “2024 CCH Senior Notes”) in January 2023.

NOTE 4—TRADE AND OTHER RECEIVABLES, NET OF CURRENT EXPECTED CREDIT LOSSES

Trade and other receivables, net of current expected credit losses consisted of the following (in millions):


		June 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Trade receivables	Trade receivables	$	394	$	256	Trade receivables	$	124	$	319
Other receivables	Other receivables	47		24		Other receivables	7		29
Total trade and other receivables, net of current expected credit losses	Total trade and other receivables, net of current expected credit losses	$	441	$	280	Total trade and other receivables, net of current expected credit losses	$	131	$	348

NOTE 5—INVENTORY

Inventory consisted of the following (in millions):


		June 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Materials	Materials	$	88	$	88	Materials	$	93	$	92
LNG	LNG	40		45		LNG	6		53

Natural gas	Natural gas	24		21		Natural gas	11		31
Other	Other	—		2		Other	1		2
Total inventory	Total inventory	$	152	$	156	Total inventory	$	111	$	178

NOTE 6—PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

Property, plant and equipment, net of accumulated depreciation consisted of the following (in millions):


		June 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
LNG terminal	LNG terminal					LNG terminal
Terminal and interconnecting pipeline facilities	Terminal and interconnecting pipeline facilities	$	13,281	$	13,222	Terminal and interconnecting pipeline facilities	$	13,341	$	13,299
Site and related costs	Site and related costs	302		294		Site and related costs	302		302
Construction-in-process	Construction-in-process	729		66		Construction-in-process	2,217		1,486
Accumulated depreciation	Accumulated depreciation	(1,200)		(981)		Accumulated depreciation	(1,643)		(1,421)
Total LNG terminal, net of accumulated depreciation	Total LNG terminal, net of accumulated depreciation	13,112		12,601		Total LNG terminal, net of accumulated depreciation	14,217		13,666
Fixed assets	Fixed assets					Fixed assets
Fixed assets	Fixed assets	23		23		Fixed assets	28		26
Accumulated depreciation	Accumulated depreciation	(18)		(17)		Accumulated depreciation	(20)		(19)
Total fixed assets, net of accumulated depreciation	Total fixed assets, net of accumulated depreciation	5		6		Total fixed assets, net of accumulated depreciation	8		7
Property, plant and equipment, net of accumulated depreciation	Property, plant and equipment, net of accumulated depreciation	$	13,117	$	12,607	Property, plant and equipment, net of accumulated depreciation	$	14,225	$	13,673

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

~~The following table shows depreciation~~Depreciation expense was $111 million during both the three months ended June 30, 2023 and ~~offsets to LNG terminal costs (in millions):~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Depreciation expense $ 111 $ 110 $ 221 $ 198
Offsets to LNG terminal costs (1) — — — 143

~~(1)~~We recognize offsets to LNG terminal costs related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of the respective Trains of the Liquefaction Project2022 and $223 million and $221 million during the ~~testing phase for its construction.~~six months ended June 30, 2023 and 2022, respectively.

NOTE 7—DERIVATIVE INSTRUMENTS

~~We have~~CCL has entered into ~~the following derivative instruments:~~

•interest rate swaps (“Interest Rate Derivatives”) to hedge the exposure to volatility in a portion of the floating-rate interest payments on our CCH Credit Facility, with the last of our Interest Rate Derivatives expiring in May 2022; and

•commodity derivatives consisting of natural gas and power supply contracts, including those under ~~our~~the IPM agreements, for the development, commissioning and operation of the Liquefaction Project ~~(“Physical Liquefaction Supply Derivatives”)~~ and associated economic hedges ~~(“Financial Liquefaction Supply Derivatives,” and collectively with the Physical Liquefaction Supply Derivatives, the~~(collectively, “Liquefaction Supply Derivatives”).

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

The following table shows the fair value of ~~our~~the derivative instruments that are required to be measured at fair value on a recurring basis (in millions):

Fair Value Measurements as of
June 30, 2022 December 31, 2021
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 liability $ — $ — $ — $ — $ — $ (40) $ — $ (40)
Liquefaction Supply Derivatives asset (liability) (6) 33 (5,006) (4,979) 5 4 (1,221) (1,212)


	Fair Value Measurements as of
	June 30, 2023								December 31, 2022
	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


Liquefaction Supply Derivatives asset (liability)	$	13	$	43	$	(2,356)	$	(2,300)	$	(54)	$	(19)	$	(6,205)	$	(6,278)

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 Derivatives using a market or option-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~~the Liquefaction Supply Derivatives is predominantly driven by observable and unobservable market commodity prices and, as applicable to our natural gas supply contracts, our assessment of the associated events deriving fair value, including, but not limited to, evaluation of whether the respective market exists from the perspective of market participants as infrastructure is developed.

We include a significant portion of ~~our Physical~~the Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks, such as future prices of energy units for unobservable periods, liquidity and volatility.

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

The Level 3 fair value measurements of the natural gas positions within ~~our Physical~~the Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas and international LNG prices. The following table includes quantitative information for the unobservable inputs for ~~our~~the Level 3 ~~Physical~~ Liquefaction Supply Derivatives as of June 30, ~~2022 and December 31, 2021:~~2023:

Net Fair Value Liability

(in millions)

Valuation Approach

Significant Unobservable Input

Range of Significant Unobservable Inputs / Weighted Average (1)

~~Physical~~ Liquefaction Supply Derivatives

$~~(5,006)~~(2,356)

Market approach incorporating present value techniques

Henry Hub basis spread

$~~(1.802)~~(1.125) - ~~$0.695~~$0.660 / ~~$(0.100)~~$(0.114)

Option pricing model

International LNG pricing spread, relative to Henry Hub (2)

~~94%~~83% - ~~671%~~484% / ~~184%~~186%

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)Spread contemplates U.S. dollar-denominated pricing.

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Increases or decreases in basis or pricing spreads, in isolation, would decrease or increase, respectively, the fair value of ~~our Physical~~the Liquefaction Supply Derivatives.

The following table shows the changes in the fair value of ~~our~~the Level 3 ~~Physical~~ Liquefaction Supply Derivatives ~~including those with related parties~~ (in millions):

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 (1) 2022 2021 (1)
Balance, beginning of period $ (2,235) $ (14) $ (1,221) $ 12
Realized and mark-to-market losses:
Included in cost of sales (634) (255) (1,678) (314)
Purchases and settlements:
Purchases (2,407) 8 (2,414) 10
Settlements 270 1 307 32
Balance, end of period $ (5,006) $ (260) $ (5,006) $ (260)
Change in unrealized losses relating to instruments still held at end of period $ (634) $ (255) $ (1,678) $ (314)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Balance, beginning of period	$	(2,924)	$	(2,235)	$	(6,205)	$	(1,221)
Realized and change in fair value gains (losses) included in net income (loss) (1):
Included in cost of sales, existing deals (2)	462		(634)		3,402		(1,678)
Included in cost of sales, new deals (3)	—		—		4		—
Purchases and settlements:
Purchases (4)	—		(2,407)		—		(2,414)
Settlements (5)	104		270		440		307
Transfers in and/or out of level 3

Transfers out of level 3 (6)	2		—		3		—
Balance, end of period	$	(2,356)	$	(5,006)	$	(2,356)	$	(5,006)
Favorable (unfavorable) changes in fair value relating to instruments still held at the end of the period	$	462	$	(634)	$	3,406	$	(1,678)

(1)Does not include the realized value associated with derivative instruments that settle through physical delivery, as settlement is equal to contractually fixed price from trade date multiplied by contractual volume. See settlements line item in this table.

(2)Impact to earnings on deals that existed at the beginning of the period and continue to exist at the end of the period.

(3)Impact to earnings on deals that were entered into during the reporting period and continue to exist at the end of the period.

(4)Includes any day one gain (loss) recognized during the reporting period on deals that were entered into during the reporting period which continue to exist at the end of the period, in addition to any derivative contracts acquired from entities at a value other than zero on acquisition date, such as derivatives assigned or novated during the reporting period and continuing to exist at the end of the period.

(5)Roll-off in the current period of amounts ~~recorded related~~recognized in our Consolidated Balance Sheets at the end of the previous period due to settlement of the underlying instruments in the current period.

(6)Transferred out of Level 3 as a result of observable market for the underlying natural gas ~~supply contracts that CCL had with a related party. The agreement ceased to be considered a related party agreement during 2021, as discussed in~~ ~~Note 11—Related Party Transactions~~.purchase agreements.

~~Except for Interest Rate Derivatives, all~~All counterparty derivative contracts provide for the unconditional right of set-off in the event of default. We have elected to report derivative assets and liabilities arising from those derivative contracts with the same counterparty and the unconditional contractual right of set-off on a net basis. The use of derivative instruments exposes usCCL to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments, in instances when ~~our~~the derivative instruments are in an asset position. Additionally, counterparties are at risk that weCCL will be unable to meet ~~our~~its commitments in instances where ~~our~~the derivative instruments are in a liability position. We incorporate both ~~our own~~CCL’s nonperformance risk and the respective counterparty’s nonperformance risk in fair value measurements depending on the position of the derivative. In adjusting the fair value of ~~our~~the derivative contracts for the effect of nonperformance risk, we have considered the impact of any applicable credit enhancements, such as collateral postings, set-off rights and guarantees.

~~Interest Rate~~Liquefaction Supply Derivatives

~~We previously entered into~~CCL holds Liquefaction Supply Derivatives which are primarily indexed to the ~~following interest rate swaps to protect against volatility of future cash flows~~natural gas market and ~~hedge a portion~~international LNG indices. The terms of the ~~variable interest payments on~~Liquefaction Supply Derivatives range up to approximately 15 years, some of which commence upon the ~~CCH Credit Facility, which expired in May 2022:~~satisfaction of certain events or states of affairs.

~~Notional Amounts~~

~~June 30, 2022~~

~~December 31, 2021~~

~~Weighted Average Fixed Interest Rate Paid~~

~~Variable Interest Rate Received~~

~~Interest Rate Derivatives~~

$—

~~$4.5 billion~~

~~2.30%~~

~~One-month LIBOR~~

The forward notional amount for the Liquefaction Supply Derivatives was approximately 8,116 TBtu and 8,532 TBtu as of June 30, 2023 and December 31, 2022, respectively.

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

The following table shows the effect and location of ~~our Interest Rate Derivatives on our Consolidated Statements of Operations (in millions):~~

Gain (Loss) Recognized in Consolidated Statements of Operations
Consolidated Statements of Operations Location Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Interest Rate Derivatives Interest rate derivative gain (loss), net $ (1) $ (2) $ 2 $ (1)

~~Liquefaction Supply Derivatives~~

~~CCL holds Liquefaction Supply Derivatives which are primarily indexed to~~ the natural gas market and international LNG indices. The remaining terms of the Physical Liquefaction Supply Derivatives range up to 15 years, some of which commence upon the satisfaction of certain conditions precedent. The terms of the Financial Liquefaction Supply Derivatives range up to approximately three years.

~~The forward notional amount for our Liquefaction Supply Derivatives was approximately 8,256 TBtu and 2,915 TBtu as of June 30, 2022 and December 31, 2021, respectively.~~

~~The following table shows the effect and location of our~~ Liquefaction Supply Derivatives recorded on our Consolidated Statements of Operations (in millions):


		Gain (Loss) Recognized in Consolidated Statements of Operations									Gain (Loss) Recognized in Consolidated Statements of Operations
Consolidated Statements of Operations Location (1)	Consolidated Statements of Operations Location (1)	Three Months Ended June 30,				Six Months Ended June 30,				Consolidated Statements of Operations Location (1)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021				Consolidated Statements of Operations Location (1)	2023		2022		2023		2022
LNG revenues	LNG revenues	$	12	$	(1)	$	7	$	—				$	(2)	$	12	$	(7)	$	7
Cost of sales		(830)		(237)		(1,880)		(248)
Cost of sales—related party (2)		—		6		—		7
Recovery (cost) of sales												Recovery (cost) of sales	584		(830)		3,995		(1,880)

(1)Does not include the realized value associated with ~~derivative instruments~~Liquefaction Supply Derivatives that settle through physical delivery. Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.

~~(2)~~Includes amounts recorded related to natural gas supply contracts that we had with a related party. This agreement ceased to be considered a related party agreement as of November 1, 2021 as discussed in ~~Note 1~~1 ~~—Related Party Transactions~~.

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

Fair Value and Location of Derivative Assets and Liabilities on the Consolidated Balance Sheets

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


		June 30, 2022							Fair Value Measurements as of (1)
		Interest Rate Derivatives		Liquefaction Supply Derivatives (1)		Total				June 30, 2023		December 31, 2022
Consolidated Balance Sheets Location	Consolidated Balance Sheets Location							Consolidated Balance Sheets Location
Current derivative assets	Current derivative assets	$	—	$	30	$	30	Current derivative assets		$	35	$	12

Derivative assets	Derivative assets	—		108		108		Derivative assets		253		7

Total derivative assets	Total derivative assets	—		138		138		Total derivative assets		288		19

Current derivative liabilities	Current derivative liabilities	—		(1,162)		(1,162)		Current derivative liabilities		(784)		(1,374)
Derivative liabilities	Derivative liabilities	—		(3,955)		(3,955)		Derivative liabilities		(1,804)		(4,923)
Total derivative liabilities	Total derivative liabilities	—		(5,117)		(5,117)		Total derivative liabilities		(2,588)		(6,297)

Derivative liability, net	Derivative liability, net	$	—	$	(4,979)	$	(4,979)	Derivative liability, net		$	(2,300)	$	(6,278)

		December 31, 2021
		Interest Rate Derivatives		Liquefaction Supply Derivatives (1)		Total
Consolidated Balance Sheets Location
Current derivative assets		$	—	$	17	$	17

Derivative assets		—		37		37

Total derivative assets		—		54		54

Current derivative liabilities		(40)		(628)		(668)
Derivative liabilities		—		(638)		(638)
Total derivative liabilities		(40)		(1,266)		(1,306)

Derivative liability, net		$	(40)	$	(1,212)	$	(1,252)

(1)Does not include collateral posted ~~with~~by counterparties byto us of ~~$25 million and $13~~$3 million as of June 30, ~~2022~~2023, which is included in other liabilities on our Consolidated Balance Sheets, and collateral posted with counterparties by CCL of $76 million as of December 31, ~~2021, respectively,~~2022, which are included in ~~other current assets in~~margin deposits on our Consolidated Balance Sheets.

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

Consolidated Balance Sheets Presentation

The following table shows the fair value of ~~our~~the derivatives outstanding on a gross and net basis (in millions) for ~~our~~the derivative instruments that are presented on a net basis on our Consolidated Balance Sheets:

~~Liquefaction Supply Derivatives~~

~~As of June 30, 2022~~

~~Gross assets~~

~~151~~

~~Offsetting amounts~~

~~(13)~~

~~Net assets~~

~~138~~

~~Gross liabilities~~

~~(5,485)~~

~~Offsetting amounts~~

~~368~~

~~Net liabilities~~

~~(5,117)~~

~~As of December 31, 2021~~

~~Gross assets~~

~~Offsetting amounts~~

~~(22)~~

~~Net assets~~

~~Gross liabilities~~

~~(1,295)~~

~~Offsetting amounts~~

~~Net liabilities~~

~~(1,266)~~

~~NOTE 8—ACCRUED LIABILITIES~~

~~Accrued liabilities consisted of the following (in millions):~~

June 30, December 31,
2022 2021
Natural gas purchases $ 716 $ 531
Interest costs and related debt fees 8 7
Liquefaction Project costs 41 43
Other accrued liabilities 31 50
Total accrued liabilities $ 796 $ 631


	Liquefaction Supply Derivatives
	June 30, 2023		December 31, 2022
Gross assets	$	400	$	19
Offsetting amounts	(112)		—
Net assets	$	288	$	19

Gross liabilities	$	(2,695)	$	(6,622)
Offsetting amounts	107		325
Net liabilities	$	(2,588)	$	(6,297)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 8—ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in millions):



	June 30,		December 31,
	2023		2022
Natural gas purchases	$	169	$	597
Interest costs and related debt fees	5		150
Liquefaction Project costs	49		103
Other accrued liabilities	32		51
Total accrued liabilities	$	255	$	901

NOTE 9—DEBT

Debt consisted of the following (in millions):


		June 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Senior Secured Notes:	Senior Secured Notes:					Senior Secured Notes:
7.000% due 2024		$	1,250	$	1,250
2024 CCH Senior Notes						2024 CCH Senior Notes	$	—	$	498
5.875% due 2025	5.875% due 2025	1,500		1,500		5.875% due 2025	1,491		1,491
5.125% due 2027	5.125% due 2027	1,500		1,500		5.125% due 2027	1,201		1,271
3.700% due 2029	3.700% due 2029	1,500		1,500		3.700% due 2029	1,125		1,361
3.72% weighted average rate due 2039		2,721		2,721
3.788% weighted average rate due 2039						3.788% weighted average rate due 2039	2,539		2,633
Total Senior Secured Notes	Total Senior Secured Notes	8,471		8,471		Total Senior Secured Notes	6,356		7,254
CCH Credit Facility		779		1,728
CCH Working Capital Facility) (1)		—		250
Term loan facility agreement (the “CCH Credit Facility”)						Term loan facility agreement (the “CCH Credit Facility”)	—		—
Working capital facility agreement (the “CCH Working Capital Facility”) (1)						Working capital facility agreement (the “CCH Working Capital Facility”) (1)	—		—
Total debt	Total debt	9,250		10,449		Total debt	6,356		7,254

Current portion of long-term debt	Current portion of long-term debt	—		(117)		Current portion of long-term debt	—		(495)
Short-term debt		—		(250)
Unamortized discount and debt issuance costs, net		(82)		(96)

Long-term portion of unamortized discount and debt issuance costs, net						Long-term portion of unamortized discount and debt issuance costs, net	(49)		(61)
Total long-term debt, net of discount and debt issuance costs	Total long-term debt, net of discount and debt issuance costs	$	9,168	$	9,986	Total long-term debt, net of discount and debt issuance costs	$	6,307	$	6,698

(1)The CCH Working Capital Facility is classified as short-term ~~debt.~~debt as we are required to reduce the aggregate outstanding principal amount of the CCH Working Capital Facility to zero for a period of five consecutive business days at least once each year.

Credit Facilities

Below is a summary of our credit facilities outstanding as of June 30, ~~2022~~2023 (in millions):


		CCH Credit Facility (1)		CCH Working Capital Facility (1)			CCH Credit Facility		CCH Working Capital Facility
Total facility size	Total facility size	$	4,039	$	1,500	Total facility size	$	3,260	$	1,500

Less:	Less:					Less:
Outstanding balance	Outstanding balance	779		—		Outstanding balance	—		—

Letters of credit issued	Letters of credit issued	—		276		Letters of credit issued	—		155
Available commitment	Available commitment	$	3,260	$	1,224	Available commitment	$	3,260	$	1,345

Priority ranking	Priority ranking	Senior secured		Senior secured		Priority ranking	Senior secured		Senior secured
Interest rate on available balance(1)	Interest rate on available balance(1)	SOFR plus credit spread adjustment of 0.1% , plus margin of 1.5% or base rate plus 0.5%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.5% or base rate plus applicable margin		Interest rate on available balance(1)	SOFR plus credit spread adjustment of 0.1%, plus margin of 1.5% or base rate plus 0.5%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.5% or base rate plus 0.0% - 0.5%
Weighted average interest rate of outstanding balance		3.13%		n/a

Commitment fees on undrawn balance(1)	Commitment fees on undrawn balance(1)	0.53%		0.18%		Commitment fees on undrawn balance(1)	0.525%		0.10% - 0.20%
Maturity date	Maturity date	(2)		June 15, 2027		Maturity date	(2)		June 15, 2027

(1)~~In June 2022, we amended and restated~~The margin on the CCH Credit Facility and CCH Working Capital Facility resulting in $20 million of debt extinguishment and modification costs to, among other things, (1) provide incremental commitments of $3.7 billion and $300 million for the CCH Credit Facilityinterest rate and the ~~CCH Working Capital Facility, respectively, in connection with~~commitment fees is subject to change based on the FID with respect to the Corpus Christi Stage 3 Project, (2) extend the maturity, (3) update the indexed interest rate to SOFR and (4) make certain other changes to the terms and conditions of each existing facility.applicable entity’s credit rating.

(2)The CCH Credit Facility matures the earlier of June 15, 2029 or two years after the substantial completion of the last Train of the Corpus Christi Stage 3 Project.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Cancellation of CCH Senior Secured Notes Contributed from Cheniere

During the three and six months ended June 30, 2023, Cheniere repurchased $2 million and $400 million, respectively, of our Senior Secured Notes due 2027, 2029 and 2039 on the open market, with all of such repurchases immediately contributed to us from Cheniere for no consideration, and cancelled by us. It was determined that for accounting purposes, Cheniere repurchased the bonds on our behalf as a principal as opposed to as an agent, and thus the debt extinguishment was accounted for as an extinguishment directly with Cheniere.

Additionally, during the six months ended June 30, 2023, we recorded a net distribution to Cheniere totaling $2 million from associated operating activities, inclusive of $2 million of interest due to the extinguishment of debt at the time of repayment offset by our write off of associated debt issuance costs and discount of $4 million. We did not record any such distributions from Cheniere during the three months ended June 30, 2023.

Restrictive Debt Covenants

The indentures governing our senior notes and other agreements underlying our debt contain customary terms and events of default and certain covenants that, among other things, may limit us and our restricted subsidiaries’ ability to make certain investments or pay dividends or distributions. We are restricted from making distributions under agreements governing our indebtedness generally until, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a historical debt service coverage ratio and projected debt service coverage ratio of at least 1.25:1.00 is satisfied.

As of June 30, ~~2022,~~2023, we were in compliance with all covenants related to our debt agreements.

Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021				2023		2022		2023		2022
Total interest cost	Total interest cost	$	118	$	118	$	237	$	237		Total interest cost	$	81	$	118	$	164	$	237
Capitalized interest, including amounts capitalized as an allowance for funds used during construction		(2)		—		(3)		(26)
Capitalized interest											Capitalized interest	(24)		(2)		(44)		(3)
Total interest expense, net of capitalized interest	Total interest expense, net of capitalized interest	$	116	$	118	$	234	$	211		Total interest expense, net of capitalized interest	$	57	$	116	$	120	$	234

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our ~~debt~~senior notes (in millions):

June 30, 2022 December 31, 2021
Carrying
Amount Estimated
Fair Value Carrying
Amount Estimated
Fair Value
Senior notes — Level 2 (1) $ 6,500 $ 6,291 $ 6,500 $ 7,095
Senior notes — Level 3 (2) 1,971 1,865 1,971 2,227


	June 30, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Senior notes	$	6,356	$	5,889	$	7,254	$	6,752

(1)As of both June 30, 2023 and December 31, 2022, $1.7 billion of the fair value of our senior notes included an illiquidity adjustment which qualified as a Level 3 fair value measurement. The remainder of our senior notes are classified as Level 2, ~~estimated fair value was~~ based on ~~quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.~~

~~(2)The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be~~prices derived from trades or ~~corroborated~~indicative bids of the instruments or instruments with ~~observable market data, including interest rates based on debt issued by parties with comparable~~similar terms, maturities and credit ~~ratings to us and inputs that are not observable in the market.~~ standing.

The estimated fair value of our credit facilities approximates the principal amount outstanding 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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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 10—REVENUES ~~FROM CONTRACTS WITH CUSTOMERS~~

The following table represents a disaggregation of revenue earned ~~from contracts with customers~~ (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021				2023		2022		2023		2022
Revenues from contracts with customers											Revenues from contracts with customers
LNG revenues	LNG revenues	$	1,595	$	827	$	2,924	$	1,441		LNG revenues	$	823	$	1,595	$	1,921	$	2,924
LNG revenues—affiliate	LNG revenues—affiliate	763		331		1,434		599			LNG revenues—affiliate	282		763		837		1,434
Total revenues from customers		2,358		1,158		4,358		2,040
Total revenues from contracts with customers											Total revenues from contracts with customers	1,105		2,358		2,758		4,358
Net derivative gain (loss) (1)	Net derivative gain (loss) (1)	12		(1)		7		—			Net derivative gain (loss) (1)	(2)		12		(7)		7
Total revenues	Total revenues	$	2,370	$	1,157	$	4,365	$	2,040		Total revenues	$	1,103	$	2,370	$	2,751	$	4,365

(1)See Note 7 —Derivative Instruments for additional information about our derivatives.

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

Contract Assets and Liabilities

The following table shows our contract assets, net of current expected credit losses, which are classified as other current assets and other non-current assets, net on our Consolidated Balance Sheets (in millions):

June 30, December 31,
2022 2021
Contract assets, net of current expected credit losses $ 125 $ 104



	June 30,		December 31,
	2023		2022
Contract assets, net of current expected credit losses	$	165	$	144

The following table reflects the changes in our contract liabilities, which we classify as other non-current liabilities on our Consolidated Balance Sheets (in millions):



	Six Months Ended June 30, ~~2022~~2023
Deferred revenue, beginning of period	$	3576
Cash received but not yet recognized in revenue	5676
Revenue recognized from prior period deferral	~~(35)~~(76)
Deferred revenue, end of period	$	5676

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:


		June 30, 2022			December 31, 2021				June 30, 2023			December 31, 2022
		Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)		Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues	LNG revenues	$	49.2	11	$	31.7	9	LNG revenues	$	50.0	10	$	50.9	10
LNG revenues—affiliate	LNG revenues—affiliate	1.3		8	1.1		10	LNG revenues—affiliate	1.1		9	1.2		8
Total revenues	Total revenues	$	50.5		$	32.8		Total revenues	$	51.1		$	52.1

(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)The table above excludes substantially all variable consideration under our SPAs. 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 amount of revenue from variable fees that is not included in

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

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. We have not included such variable consideration in the transaction price to the extent the consideration is considered constrained due to the uncertainty of ultimate pricing and receipt. Additionally, we have excluded variable consideration related to contracts where there is uncertainty that one or both of the parties will achieve certain milestones. Approximately ~~72%~~41% and ~~49%~~72% of our LNG revenues from contracts included in the table above during the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and approximately ~~68%~~49% and ~~48%~~68% of our LNG revenues from contracts included in the table above during the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, were related to variable consideration received from customers. ~~None~~ Approximately 68% and none of our LNG revenues—affiliate from contracts included in the table above during the three months ended June 30, 2023 and 2022, respectively, and approximately 78%and noneof our LNG revenues—affiliates from the contract included in the table above during the six months ended June 30, 2023 and 2022, respectively, were related to variable consideration received from ~~customers during the three and six months ended June 30, 2022 and 2021.~~customers.

We may enter into contracts to sell LNG that are conditioned upon one or both of the parties achieving certain milestones such as reaching FID 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.

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

NOTE 11—RELATED PARTY TRANSACTIONS

Below is a summary of our related party transactions, all in the ordinary course of business, as reported on our Consolidated Statements of Operations (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021				2023		2022		2023		2022
LNG revenues—affiliate	LNG revenues—affiliate										LNG revenues—affiliate
Cheniere Marketing Agreements		$	707	$	319	$	1,372	$	579
Contracts for Sale and Purchase of Natural Gas and LNG		56		12		62		20
SPAs and Letter Agreements with Cheniere Marketing											SPAs and Letter Agreements with Cheniere Marketing	$	282	$	707	$	837	$	1,372
Contracts for Sale and Purchase of Natural Gas and LNG with other affiliates											Contracts for Sale and Purchase of Natural Gas and LNG with other affiliates	—		56		—		62
Total LNG revenues—affiliate	Total LNG revenues—affiliate	763		331		1,434		599			Total LNG revenues—affiliate	282		763		837		1,434

Cost of sales—affiliate	Cost of sales—affiliate										Cost of sales—affiliate
Contracts for Sale and Purchase of Natural Gas and LNG	Contracts for Sale and Purchase of Natural Gas and LNG	36		2		48		6			Contracts for Sale and Purchase of Natural Gas and LNG	14		36		29		48
Cheniere Marketing Agreements		—		—		—		31
SPAs and Letter Agreements with Cheniere Marketing											SPAs and Letter Agreements with Cheniere Marketing	64		—		64		—
Total cost of sales—affiliate	Total cost of sales—affiliate	36		2		48		37			Total cost of sales—affiliate	78		36		93		48

Cost of sales—related party
Natural Gas Supply Agreement (1)		—		36		—		71

Operating and maintenance expense—affiliate	Operating and maintenance expense—affiliate										Operating and maintenance expense—affiliate
Services Agreements		28		28		58		52
Services Agreements (see Note 1)											Services Agreements (see Note 1)	27		28		57		58

Operating and maintenance expense—related party	Operating and maintenance expense—related party										Operating and maintenance expense—related party
Natural Gas Transportation Agreements(1)	Natural Gas Transportation Agreements(1)	3		3		5		5			Natural Gas Transportation Agreements(1)	2		3		4		5

General and administrative expense—affiliate	General and administrative expense—affiliate										General and administrative expense—affiliate
Services Agreements		8		7		16		12
Services Agreements (see Note 1)											Services Agreements (see Note 1)	11		8		23		16

(1)~~Includes amounts recorded related to natural gas supply contracts that we had with a related party.~~ This ~~agreement ceased to be considered a~~ related party ~~agreement during 2021, as discussed below.~~is a subsidiary of Cheniere’s equity method investment.

Equity Contribution Agreements

We ~~had $28 million and $35 million due to affiliates as of June 30, 2022 and December 31, 2021, respectively, under agreements with affiliates, as described below.~~

~~Cheniere Marketing Agreements~~

~~Cheniere Marketing SPA~~

CCL has an amended and restated fixed price SPA with Cheniere Marketing International LLP (“Cheniere Marketing”), a wholly owned subsidiary of Cheniere, (the “Cheniere Marketing Base SPA”) with a term of 20 years 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 and (2) any excess LNG produced by the Liquefaction Project 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: (1) a fixed price SPA with a term through 2043 with Cheniere Marketing which allows them to purchase volumes of approximately 15 TBtu per annum of LNG and (2) an SPA with Cheniere Marketing for approximately 44 TBtu of LNG with a maximum term up to 2026 associated with the integrated production marketing gas supply agreement between CCL and EOG Resources, Inc. As of June 30, 2022 and December 31, 2021, CCL had $294 million and $314 million of accounts receivable—affiliate, respectively, under thesehave equity contribution agreements with Cheniere ~~Marketing.~~

~~In association with an IPM agreement between CCL~~ and ~~ARC Resources U.S. Corp, CCL entered into an SPA in~~certain of its subsidiaries (the “Equity Contribution Agreements”) pursuant to which Cheniere agreed to contribute any of CCH’s Senior Secured Notes that Cheniere has repurchased to CCH. During the three and six months ended June ~~2022 with~~30, 2023, Cheniere ~~Marketing to sell Cheniere Marketing approximately 44 TBtu per annum~~repurchased a total of ~~LNG at a price linked to the Platts Japan Korea Marker (“JKM”), for a term of 15 years commencing with commercial operations of Train 7~~$2 million and $400 million, respectively, of the ~~Corpus Christi Stage 3 Project.~~

outstanding principal amount of CCH’s Senior Secured Notes due 2027, 2029 and 2039 on

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

~~Cheniere Marketing Letter Agreement~~

~~CCL has a letter agreement with Cheniere Marketing for~~ the ~~sale of up to 48 cargoes scheduled to be delivered between 2023 and 2025 at a price equal to 115% of Henry Hub plus $1.97 per MMBtu.~~

~~Facility Swap Agreement~~

We have entered into an arrangement with subsidiaries of Cheniere to provide the ability, in limited circumstances, to potentially fulfill commitments to LNG buyers in the event operational conditions impact operations at either the Sabine Pass or Corpus Christi liquefaction facilities. The purchase price for such cargoes would be (i) 115% of the applicable natural gas feedstock purchase price or (ii) a free-on-board U.S. Gulf Coast LNGopen market, ~~price, whichever is greater.~~

~~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 Project, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Project, CCL will pay, in addition to the reimbursement of related expenses, a fixed monthly fee of $30,000 (indexed for inflation) per mtpa for services performed with respect to such Train.

~~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 Project. 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, information technology services and other services required to operate and maintain the Liquefaction Project. Prior to the substantial completion of each Train of the Liquefaction Project, no monthly fee payment is required except for reimbursement of operating expenses. After substantial completion of each Train of the Liquefaction Project, CCL will pay, in addition to the reimbursement of related expenses, a fixed monthly fee of $53,000 (indexed for inflation) per mtpa for services performed 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, information technology services 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 Project, excluding those matters provided for~~were immediately contributed under the ~~G&P Agreement~~Equity Contribution Agreements to us from Cheniere 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 Project and obtaining insurance. Prior to the substantial completion of each Train of the Liquefaction Project, 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 of $157,000 (adjusted for inflation) per mtpa for services performed with respect to such Train.

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

CCP has a 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.

~~Shipping Services Agreement (“SSA”)~~

In June 2022, CCL executed an SSA with Cheniere Marketing pursuant to which Cheniere Marketing will provide certain shipping and transportation-related services associated with CCL’s LNG sale and purchase agreement with a third party under delivery ex-ship terms, which commences upon substantial completion of the third Train of the Corpus Christi Stage 3 Project.

~~Natural Gas Supply Agreement~~

CCL was party to a natural gas supply agreement with a related party in the ordinary course of business, to obtain a fixed minimum daily volume of feed gas for the operation of the Liquefaction Project. The related party entity was acquiredcancelled by ~~a non-related party on November 1, 2021, therefore, as of such date, this agreement ceased to be considered a related party agreement.~~

~~Natural Gas Transportation Agreements~~

~~Agreements with Related Party~~

CCL is party to natural gas transportation agreements with a related party in the ordinary course of business for the operation of the Liquefaction Project, for a period of 10 years which began in May 2020. Cheniere accounts for its investment in this related party as an equity method investment. CCL recorded accrued liabilities—related party of $1 million as of both June 30, 2022 and December 31, 2021 with this related party.

~~Contracts for Sale and Purchase of Natural Gas and LNG~~

CCL has an agreement with Sabine Pass Liquefaction, LLC that allows the parties to sell and purchase natural gas with each other. Natural gas purchased under this agreement is initially recorded as inventory and then to cost of sales—affiliate upon its sale, except for purchases related to commissioning activities which are capitalized as LNG terminal construction-in-process. Natural gas sold under this agreement is recorded as LNG revenues—affiliate.

~~CCL also has an agreement with Midship Pipeline Company, LLC that allows them to sell and purchase natural gas with each other.~~

~~Land Agreements~~

~~Rental Agreements~~

CCL has agreements with Cheniere Land Holdings, LLC (“Cheniere Land Holdings”), a wholly owned subsidiary of Cheniere, to rent the land owned by Cheniere Land Holdings for the Liquefaction Project. The total annual rental payment is $0.6 million with terms through 2031.

~~Easement Agreements~~

CCL has agreements with Cheniere Land Holdings which grant CCL easements on land owned by Cheniere Land Holdings for the Liquefaction Project. The total annual payment for easement agreements is $0.1 million, excluding any previously paid one-time payments, and the terms of the agreements range from ~~three~~ ~~to five years.~~

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

~~Master License Agreements~~

CCL has agreements with Cheniere Land Holdings which grant CCL licenses to enter certain land owned by Cheniere Land Holdings for the Liquefaction Project. The aggregate annual payment for these agreements is $1 million, commencing January 2022 through completion of construction at the Liquefaction Project, subject to early termination.

~~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 Project. 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~~

CCL has 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 Project 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 and CCP each have a state tax sharing agreement with Cheniere. Under these agreements, Cheniere has agreed to prepare and file all state and local tax returns which each of the entities 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, each of the respective entities will pay to Cheniere an amount equal to the state and local tax that each of the entities would be required to pay if its state and local tax liability were calculated on a separate company basis. To date, there have been no state and local tax payments demanded by Cheniere under the tax sharing agreements. The agreements for both CCL and CCP were effective for tax returns due on or after May 2015.us.

NOTE 12—CUSTOMER CONCENTRATION

The ~~following table shows external customers with revenues~~concentration of our customer credit risk in excess of 10% ~~or greater~~ of total revenues ~~from external customers and external customers with~~and/or trade and other receivables, net of current expected credit losses and contract assets, net of current expected credit losses balances of 10% or greater of total trade and other receivables, net of current expected credit losses from external customers and contract assets, net of current expected credit losses from external customers, respectively:was as follows:


		Percentage of Total Revenues from External Customers				Percentage of Trade and Other Receivables, Net and Contract Assets, Net from External Customers			Percentage of Total Revenues from External Customers					Percentage of Trade and Other Receivables, Net and Contract Assets, Net from External Customers

		Three Months Ended June 30,		Six Months Ended June 30,			June 30,	December 31,			Three Months Ended June 30,		Six Months Ended June 30,		June 30,	December 31,
		2022	2021	2022	2021		2022	2021			2023	2022	2023	2022	2023	2022
Customer A	Customer A	20%	23%	22%	23%		*	*		Customer A	21%	20%	22%	22%	*	17%
Customer B	Customer B	15%	17%	14%	19%		*	*		Customer B	17%	15%	15%	14%	14%	*
Customer C	Customer C	14%	14%	13%	16%		*	*		Customer C	12%	14%	14%	13%	*	*
Customer D	Customer D	*	*	*	*		28%	31%		Customer D	*	*	*	*	52%	33%
Customer E		*	*	*	*		*	11%

* Less than 10%

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~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED~~

~~(unaudited)~~

NOTE 13—SUPPLEMENTAL CASH FLOW INFORMATION

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

Six Months Ended June 30,
2022 2021
Cash paid during the period for interest on debt, net of amounts capitalized $ 222 $ 199
Non-cash contributions from affiliates for conveyance of assets 7 —
Right-of-use assets obtained in exchange for new operating lease liabilities 3 —
Non-cash investing activity:
Contributions of property, plant and equipment in exchange for other non-current assets 17 —

The balance in property, plant and equipment, net of accumulated depreciation funded with accounts payable and accrued liabilities (including affiliate) was $6 million and $28 million as of June 30, 2022 and 2021, respectively.


	Six Months Ended June 30,
	2023		2022
Cash paid during the period for interest on debt, net of amounts capitalized	$	220	$	222
Right-of-use assets obtained in exchange for new operating lease liabilities	1		3
Non-cash investing activity:
Unpaid purchases of property, plant and equipment	27		23
Transfers of property, plant and equipment in exchange for other non-current assets	—		17
Non-cash contributions from affiliates for conveyance of assets	—		7

Non-cash financing activity:
Cancellation of CCH Senior Secured Notes contributed to us from Cheniere (see Note 9)	400		—

We recorded $1.5 billion of ~~contribution~~contributions in our Statement of Member’s Equity (Deficit) during the ~~quarter~~six months ended June 30, 2022 related to the contribution of the CCL Stage III entity to us from Cheniere on June 15, 2022, with such contribution representing a non-cash financing activity. See N ~~ote~~Note 2—CCL Stage III Contribution and Merger for further discussion.

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

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” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).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 regarding our expected receipt of cash distributions from our subsidiaries;

•statements that we expect to commence or complete construction of our proposed LNG terminal, liquefaction facility, pipeline facility 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 regarding our future sources of liquidity and cash requirements;

•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 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 counterparties to our commercial contracts, construction contracts and other contracts;

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

•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;

•statements regarding the COVID-19 pandemic and its impact on our business and operating results, including any customers not taking delivery of LNG cargoes, the ongoing creditworthiness of our contractual counterparties, any disruptions in our operations or construction of our Trains and the health and safety of Cheniere’s employees, and on our customers, the global economy and the demand for LNG; 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,” “achieve,” “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “plan,” “potential,” “predict,” “project,” “pursue,” “target,” 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

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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 fiscal year ended December 31, ~~2021~~2022. 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

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any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

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

•Overview of Significant Events

•Results of Operations

•Liquidity and Capital Resources

•Summary of Critical Accounting Estimates

•Recent Accounting Standards

Overview

We are a Delaware limited liability company formed in 2014 by Cheniere. We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We aspire to conduct our business in a safe and responsible manner, delivering a reliable, competitive and integrated source of LNG to our customers.

LNG is natural gas (methane) in liquid form. The LNG we produce is shipped all over the world, turned back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking, ~~and~~ other industrial ~~uses.~~uses and back up for intermittent energy sources. Natural gas is a cleaner-burning, abundant and affordable source of energy. When LNG is converted back to natural gas, it can be used instead of coal, which reduces the amount of pollution traditionally produced from burning fossil fuels, like sulfur dioxide and particulate matter that enters the air we breathe. Additionally, compared to coal, it produces significantly fewer carbon emissions. By liquefying natural gas, we are able to reduce its volume by 600 times so that we can load it onto special LNG carriers designed to keep the LNG cold and in liquid form for efficient transport overseas.

We own and operate a natural gas liquefaction and export facility located near Corpus Christi, Texas (the “Corpus Christi LNG Terminal”) through CCL, which has natural gas liquefaction facilities consisting of three operational Trains for a total production capacity of approximately 15 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine ~~berths.~~berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. Additionally, we are constructing an expansion of the Corpus Christi LNG Terminal (the “Corpus Christi Stage 3 Project”) for up to seven midscale Trains with an expected total production capacity of over 10 mtpa of LNG. ~~Refer to~~ ~~Note 2—CCL Stage III Contribution and Merger~~ ~~for additional information on the Corpus Christi Stage 3 Project.~~

CCL Stage III, CCL and CCP received approval from FERC in November 2019 to site, construct and operate the Corpus Christi Stage 3 Project. In March 2022, CCL Stage III issued limited notice to proceed to Bechtel Energy Inc. (“Bechtel”) to commence early engineering, procurement and site works. In June 2022, Cheniere’s board of directors (the “Board”) made a positive FID with respect to the Corpus Christi Stage 3 Project and issued a full notice to proceed with construction to Bechtel Energy Inc. (“Bechtel”) effective June 16, 2022. In connection with the positive FID, CCL Stage III, through which Cheniere was developing and constructing the Corpus Christi Stage 3 Project, was contributed to us from Cheniere (the “Contribution”) on June 15, 2022. Immediately following the Contribution, CCL Stage III was merged with and into CCL (the “Merger”), the surviving entity of

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~~the merger and our wholly owned subsidiary. Refer to~~ ~~Note 2—CCL Stage III Contribution and Merger~~ ~~for additional information on the Contribution and Merger of CCL Stage III.~~

We also own and operate through CCP a 21.5-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the ~~existing operational Trains, midscale trains, storage tanks~~Corpus Christi LNG Terminal and ~~marine berths,~~the Corpus Christi Stage 3 Project, the “Liquefaction Project”).

Our long-term customer arrangements form the foundation of our business and provide us with significant, stable, ~~and~~ long-term cash flows. We ~~contract~~have contracted most of our anticipated production capacity under SPAs, in which our customers are generally required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, and under IPM agreements, in which the gas producer sells natural gas to us ~~gas~~ on a global LNG index price, less a fixed liquefaction fee, shipping and other costs. ~~Our long-term customer arrangements form the foundation of~~Through our ~~business~~SPAs and ~~provide us with significant, stable, long-term cash flows. We~~IPM agreements, we have contracted approximately ~~85%~~88% of the total anticipated production capacity from the Liquefaction Project with approximately 18 years of weighted average remaining life as of June 30, ~~2022. In March 2022, the DOE authorized the export~~2023.

Table of an additional 108.16 Bcf/yr of domestically produced LNG by vessel from the Corpus Christi LNG Terminal through December 31, 2050 to non-FTA countries, that were previously authorized for FTA countries only. For further discussion of the contracted future cash flows under our revenue arrangements, see the liquidity and capital resources disclosures in our ~~annual report on Form 10-K for the fiscal year ended December 31, 2021~~Contents.

We remain focused on safety, operational excellence and customer satisfaction. Increasing demand for LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Project as a result of debottlenecking and other optimization projects. We hold a significant land position at the Corpus Christi LNG Terminal, which provides opportunity for further liquefaction capacity expansion. In March 2023, CCL and another subsidiary of Cheniere submitted an application with the FERC under the Natural Gas Act (“NGA”) for an expansion adjacent to the Liquefaction Project consisting of two midscale Trains with an expected total production capacity of approximately 3 mtpa of LNG (the “Midscale Trains 8 & 9 Project”). The development of ~~these sites~~the Midscale Trains 8 & 9 Project or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before ~~we make~~ a positive ~~FID.~~FID is made.

Additionally, we are committed to the responsible and proactive management of our most important environmental, social and governance (“ESG”) impacts, risks and opportunities. In ~~June~~ 2022, Cheniere published Acting Today, Securing Tomorrow, its ~~2021~~third Corporate Responsibility (“CR”) report, which details ~~our~~Cheniere’s approach and progress on ESG issues, including ~~Cheniere’s recently announced~~its collaboration with natural gas midstream companies, ~~methane detection~~ technology providers and leading academic institutions ~~to implement~~on life-cycle assessment (“LCA”) models, quantification, monitoring, reporting and verification (“QMRV”) of greenhouse gas emissions and other research and development projects. Cheniere also co-founded and sponsored the Energy Emissions Modeling and Data Lab (“EEMDL”), a multidisciplinary research and education initiative led by the University of Texas at ~~natural gas gathering, processing, transmission~~Austin in collaboration with Colorado State University and ~~storage systems specific to our supply chain, as well as our contributions to energy security during a critical time in history. Additionally,~~the Colorado School of Mines. In addition, Cheniere commenced providing Cargo Emissions Tags (“CE Tags”) to ~~its~~our long-term customers in June ~~2022. The CE Tags provide customers with estimated greenhouse~~2022 and joined the Oil and Gas Methane Partnership (“OGMP”) 2.0, the United Nations Environment Programme’s (“UNEP”) flagship oil and gas ~~(“GHG”)~~methane emissions ~~data associated with each LNG cargo produced at the Liquefaction Project~~reporting and ~~are provided for both free-on-board (“FOB”) and delivered ex-ship (“DES”) LNG cargoes.~~mitigation initiative, in October 2022. Cheniere’s CR report is available at cheniere.com/our-responsibility/reporting-center. Information on ~~our~~Cheniere’s website, including the CR report, is not incorporated by reference into this Quarterly Report on Form 10-Q.

Overview of Significant Events

Our significant events since January 1, ~~2022~~2023 and through the filing date of this Form 10-Q include the following:

Strategic

•In July 2022, CCL entered into a long-term LNG SPA with PTT Global LNG Company Limited (“PTTGL”), under which PTTGL has agreed to purchase 1.0 mtpa of LNG from CCL for twenty years beginning in 2026. The SPA calls for a combination of FOB and DES deliveries. The purchase price for LNG under the SPA is indexed to the Henry Hub price, plus a fixed liquefaction fee.

•In March 2022, CCL amended its existing long-term SPA with Engie SA (“Engie”), increasing the volume Engie has agreed to purchase from CCL to approximately 0.9 mtpa of LNG on a FOB basis, and extending the term to approximately 20 years, which began in September 2021.

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•On June 15, 2022, Cheniere’s Board made a positive FID with respect to the Corpus Christi Stage 3 Project and issued a full notice to proceed with construction to Bechtel under the EPC contract to commence construction of the Corpus Christi Stage 3 Project effective June 16, 2022. In connection with the positive FID, CCL Stage III was contributed to us as and subsequently merged with and into CCL, with CCL the surviving company of the merger and our wholly owned subsidiary. Notable contracts received by CCL in connection with the merger included the following:

◦IPM agreements held by CCL Stage III with ARC Resources U.S. Corp, EOG Resources, Inc. and Apache Corporation, with terms of approximately 15 years, aggregating approximately 65 million tonnes, approximately 40 million tonnes of which commences with commercial operations of certain Trains of the Corpus Christi Stage 3 Project (the “Transferred IPM Agreements”);

◦SPAs held by Cheniere Marketing International LLP (“Cheniere Marketing”) or its subsidiaries with Foran Energy Group, Ltd, CPC Corporation, Sinochem Group Co. Ltd. and Polskie Gornictwo Naftowe I Gazownictwo S.A. (“PGNiG”), for which CCL entered into a newly executed agreement between2023, CCL and ~~PGNiG taking the place of a portion of the term of the existing agreement between PGNiG and Cheniere Marketing, aggregating approximately 105 million tonnes of LNG to be delivered through 2046; and~~

◦~~the aforementioned EPC contract with Bechtel for the Corpus Christi Stage 3 Project for a contract price of approximately $5.5 billion, subject to adjustment only by change order.~~

•~~In June 2022, CCL and Cheniere Marketing, a wholly owned~~another subsidiary of Cheniere ~~entered into~~submitted an ~~SPA for approximately 44 TBtu per annum of LNG associated~~application with the ~~IPM agreement between CCL and ARC Resources U.S. Corp referenced above~~FERC under the NGA for ~~a term of 15 years.~~the Midscale Trains 8 & 9 Project.

Operational

•As of July ~~30, 2022, approximately 550~~27, 2023, over 750 cumulative LNG cargoes totaling over 3550 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.

Financial

•In ~~June 2022,~~July 2023, Fitch Ratings upgraded our issuer credit rating from BBB- to BBB with a stable outlook.

•In January 2023, we redeemed with cash on hand the remaining $498 million outstanding principal amount of our 7.000% Senior Secured Notes due 2024 (the “2024 CCH ~~amended and restated its term loan credit facility (the “CCH Credit Facility”~~Senior Notes”) and its working capital facility (the “CCH Working Capital Facility”) to, among other things, (1) increase the commitments to approximately $4.0 billion and $1.5 billion for the CCH Credit Facility and the CCH Working Capital Facility, respectively, which are intended to fund a portion of the cost of developing, constructing and operating the Corpus Christi Stage 3 Project, (2) extend the maturity of the CCH Credit Facility to the earlier of June 15, 2029 or two years after the substantial completion of the last Train of the Corpus Christi Stage 3 Project and extend the maturity of the CCH Working Capital Facility to June 15, 2027, (3) update the indexed interest rate to SOFR and (4) make certain other changes to the terms and conditions of each existing facility..

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Results of Operations

~~The following charts summarize the total revenues and total LNG~~


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2023		2022		Variance		2023		2022		Variance
Revenues
LNG revenues	$	821	$	1,607	$	(786)	$	1,914	$	2,931	$	(1,017)
LNG revenues—affiliate	282		763		(481)		837		1,434		(597)

Total revenues	1,103		2,370		(1,267)		2,751		4,365		(1,614)

Operating costs and expenses (recoveries)
Cost (recovery) of sales (excluding items shown separately below)	(131)		2,442		(2,573)		(2,671)		4,783		(7,454)
Cost of sales—affiliate	78		36		42		93		48		45

Operating and maintenance expense	118		118		—		234		231		3
Operating and maintenance expense—affiliate	27		28		(1)		57		58		(1)
Operating and maintenance expense—related party	2		3		(1)		4		5		(1)


General and administrative expense	—		2		(2)		2		4		(2)
General and administrative expense—affiliate	11		8		3		23		16		7
Depreciation and amortization expense	112		112		—		224		222		2
Other	—		4		(4)		—		4		(4)
Total operating costs and expenses (recoveries)	217		2,753		(2,536)		(2,034)		5,371		(7,405)

Income (loss) from operations	886		(383)		1,269		4,785		(1,006)		5,791

Other income (expense)
Interest expense, net of capitalized interest	(57)		(116)		59		(120)		(234)		114
Loss on modification or extinguishment of debt	—		(28)		28		(10)		(30)		20
Interest rate derivative gain (loss), net	—		(1)		1		—		2		(2)
Other income, net	2		1		1		5		1		4
Total other expense	(55)		(144)		89		(125)		(261)		136




Net income (loss)	$	831	$	(527)	$	1,358	$	4,660	$	(1,267)	$	5,927

Operational volumes loaded ~~(including both operational~~ and ~~commissioning volumes) during~~recognized from the ~~six months ended June 30, 2022 and 2021:~~Liquefaction Project

~~(1)~~

~~The six months ended June 30, 2021 excludes four TBtu that were loaded at our affiliate’s facility.~~


	Three Months Ended June 30,			Six Months Ended June 30,
(in TBtu)	2023	2022	Variance	2023	2022	Variance
Volumes loaded during the current period	180	189	(9)	380	389	(9)
Volumes loaded during the prior period but recognized during the current period	—	—	—	3	—	3
Volumes loaded at our affiliate’s facility	5	—	5	5	—	5

Total volumes recognized in the current period	185	189	(4)	388	389	(1)

Net income (loss)

~~Our consolidated net loss was $527 million~~Substantially all of the favorable variances of $1.4 billion and ~~$1.3~~$5.9 billion for the three and six months ended June 30, ~~2022,~~2023, respectively, as compared to ~~net loss~~the same periods of ~~$71 million~~2022 were attributable to favorable changes in fair value and settlements of derivatives of $1.4 billion and $5.9 billion, respectively, between the periods, of which $1.4 billion and $5.1 billion, respectively, related to non-cash favorable changes in fair value of our IPM agreements where we procure natural gas at a price indexed to international gas prices as a result of continued moderation of international gas price volatility and declines in international forward commodity curves.

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The following is an additional discussion of the significant variance drivers of the change in net income (loss) by line item:

Revenues

Substantially all of ~~$260 million for~~the $1.3 billion and $1.6 billion decreases between the three and six months ended June 30, ~~2021, respectively. Substantially~~2023, respectively, as compared to the same periods of 2022, were attributable to $1.2 billion and $1.5 billion decreases, respectively, from lower pricing per MMBtu as a result of decreased Henry Hub pricing.

Operating costs and expenses

The $2.5 billion and $7.4 billion favorable variances between the three and six months ended June 30, 2023, respectively, as compared to the same periods of 2022, were primarily attributable to:

•$1.4 billion and $5.8 billion favorable variances between the three and six months ended June 30, 2023, respectively, as compared to the same periods of 2022 from changes in fair value of derivatives included in cost of sales, from $792 million and $1.8 billion of losses in the three and six months ended June 30, 2022, respectively, to $582 million and $4.0 billion of gains in the three and six months ended June 30, 2023, respectively, primarily due to decreased international gas prices resulting in non-cash favorable changes in fair value of our commodity derivatives indexed to such prices and, to a lesser extent, an increase in forward notional amount of derivatives due to agreements contributed to us upon the merger of CCL Stage III with and into CCL in June 2022; and

•$1.1 billion and $1.5 billion decreases between the three and six months ended June 30, 2023, respectively, as compared to the same periods of 2022 from decreased cost of natural gas feedstock substantially all of which was due to lower U.S. natural gas prices.

Other income (expense)

The $89 million and $136 million decreases between the three and six months ended June 30, 2023, respectively, as compared to the same periods of 2022, were primarily attributable to:

•$59 million and $114 million decreases in interest expense, net of capitalized interest between the three and six months ended June 30, 2023, respectively, as compared to the same periods of 2022 as a result of lower debt balances due to repayment of debt and lower interest costs due to refinancing higher cost debt, as further detailed under Financing Cash Flows in Sources and Uses of Cash within Liquidity and Capital Resources. Additionally, the decrease in interest expense, net of ~~$456~~capitalized interest is due to a higher portion of total interest costs eligible for capitalization following the issuance of full notice to proceed to Bechtel on the Corpus Christi Stage 3 Project in June 2022; and

•$28 million and ~~$1.5 billion~~$20 million decreases in loss on modification or extinguishment of debt between the three and six months ended June 30, 2023, respectively, as compared to the same periods of 2022 primarily due to higher losses from the amendment and restatement of our term loan facility agreement (the “CCH Credit Facility”) and our working capital facility agreement (the “CCH Working Capital Facility”) during the three and six months ended June 30, 2022 ~~respectively, was due~~compared to ~~an increase in commodity derivatives losses from unfavorable changes in fair value and settlements~~the premiums paid for the early redemption of ~~$586 million and $1.6 billion between~~ the ~~periods, respectively, as further described below. Included in~~2024 CCH Senior Notes during the ~~derivative loss incurred during both the three and~~ six months ended June 30, ~~2022 was a loss incurred~~2023 as further described in Overview of $474 million associated with, and following the Contribution of, the Transferred IPM Agreements on June 15, 2022, primarily attributed to CCL’s lower credit risk profile relative to that of CCL Stage III, resulting in a higher derivative liability given reduced risk of CCL’s own nonperformance.Significant Events.

~~Substantially all~~Significant factors affecting our results of operations

Below are significant factors that affect our results of operations.

Gains and losses on derivative ~~losses relate to the use of commodity derivative~~ instruments indexed to international LNG prices, primarily related to our IPM agreements. While operationally we utilize commodity derivatives to mitigate price volatility for commodities procured or sold over a period of time, as a result of significant appreciation in forward international LNG commodity curves during the three and six months ended June 30, 2022, we recognized approximately $948 million and $1.7 billion, respectively, of non-cash unfavorable changes in fair value attributed to positions indexed to such prices, including the $474 million loss on the Transferred IPM Agreements in connection with the Contribution as described above.

Derivative instruments, which in addition to managing exposure to commodity-related marketing and price risks are utilized to manage exposure to changing interest rates volatility, are reported at fair value on our Consolidated Financial Statements. ~~In some cases,~~For commodity derivative instruments related to our IPM agreements, the underlying LNG sales being economically hedged are accounted for under the accrual method of accounting, whereby revenues expected to be derived from the future LNG sales are recognized only upon delivery or realization of the underlying transaction. Because the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, and given the significant volumes, long-term duration and volatility in price basis for certain of our derivative contracts, use of derivative

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instruments may result in continued volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors that may be outside of our control, notwithstanding the operational intent to mitigate risk exposure over time.

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~~As described in~~ ~~Overview of Significant Events~~, during the six months ended June 30, 2022, we entered into IPM agreements with various counterparties for approximately 105 million tonnes of LNG. We expect our net income or loss in the future to be impacted by the revenues and associated expenses related to the commencement of these agreements.

~~We expect our net income or loss in the future will be subject to a greater degree of volatility as a result of the Transferred IPM Agreements, which as described in~~ ~~Overview of~~ ~~Significant~~ ~~Events, totaled approximately 65 mtpa, with terms of approximately 15 years commencing with commercial operations of certain Trains of the Corpus Christi Stage 3 Project.~~

~~Revenues~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions, except volumes) 2022 2021 Variance 2022 2021 Variance
LNG revenues $ 1,607 $ 826 $ 781 $ 2,931 $ 1,441 $ 1,490
LNG revenues—affiliate 763 331 432 1,434 599 835
Total revenues $ 2,370 $ 1,157 $ 1,213 $ 4,365 $ 2,040 $ 2,325
LNG volumes recognized as revenues (in TBtu) (1) 189 186 3 389 348 41

~~(1)During the six months ended June 30, 2021, includes four TBtu that were loaded at our affiliate’s facility.~~

Total revenues increased by approximately $1.2 billion and $2.3 billion during the three and six months ended June 30, 2022 from the comparable periods in 2021, respectively, primarily as a result of increased revenues per MMBtu due to appreciation in the Henry Hub index. Additionally, there were higher volumes of LNG delivered six months ended June 30, 2022 from the six months ended June 30, 2021 as a result of the additional production capacity of approximately 5 mtpa from Train 3 of the Liquefaction Project, which achieved substantial completion on March 26, 2021 (the “Train 3 Completion”).

Prior to substantial completion of a Train, amounts received from the sale of commissioning cargoes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for the construction of that Train. During the six months ended June 30, 2021, we realized offsets to LNG terminal costs of $143 million corresponding to 28 TBtu of LNG that were related to the sale of commissioning cargoes. We did not record any offsets to LNG terminal costs during the three and six months ended June 30, 2022 and the three months ended June 30, 2021.

Also included in LNG revenues are sales of certain unutilized natural gas procured for the liquefaction process and gains and losses from certain commodity derivative instruments, which include the realized value associated with a portion of derivative instruments that settle through physical delivery. We recognized revenues of $89 million and $31 million during the three months ended June 30, 2022 and 2021, respectively, and $105 million and $90 million during the six months ended June 30, 2022 and 2021, respectively, related to these transactions.

~~Operating costs and expenses~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2022 2021 Variance 2022 2021 Variance
Cost of sales $ 2,442 $ 799 $ 1,643 $ 4,783 $ 985 $ 3,798
Cost of sales—affiliate 36 2 34 48 37 11
Cost of sales—related party — 36 (36) — 71 (71)
Operating and maintenance expense 118 120 (2) 231 203 28
Operating and maintenance expense—affiliate 28 28 — 58 52 6
Operating and maintenance expense—related party 3 3 — 5 5 —
Development expense 1 — 1 1 — 1
General and administrative expense 2 2 — 4 3 1
General and administrative expense—affiliate 8 7 1 16 12 4
Depreciation and amortization expense 112 110 2 222 199 23
Other 3 1 2 3 1 2
Total operating costs and expenses $ 2,753 $ 1,108 $ 1,645 $ 5,371 $ 1,568 $ 3,803

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Total operating costs and expenses increased $1.6 billion and $3.8 billion during the three and six months ended June 30, 2022, respectively, primarily as a result of increased cost of sales. Cost of sales includes costs incurred directly for the production and delivery of LNG from the Liquefaction Project, to the extent those costs are not utilized for the commissioning process. Substantially all of the increase in both comparable periods was attributed to third party cost of sales, which increased by $1.6 billion and $3.8 billion during the three and six months ended June 30, 2022 from the comparable 2021 periods, respectively, primarily as a result of increased pricing of natural gas feedstock as a result of higher U.S. natural gas prices and increased volume of LNG delivered and unfavorable changes in our commodity derivatives to secure natural gas feedstock for the Liquefaction Project, as discussed in ~~Net income (loss)~~ ~~above.~~

Operating and maintenance expense (including affiliate and related party) primarily includes costs associated with operating and maintaining the Liquefaction Project. Operating and maintenance expense (including affiliates) also includes third party service and maintenance, insurance, regulatory costs and other operating costs. During the six months ended June 30, 2022, operating and maintenance expense increased from the comparable period in 2021, primarily due to increased natural gas transportation and storage capacity demand charges following Train 3 Completion, as Train 3 was in operation for the full six months ended June 30, 2022 as compared to a limited number of days during the six months ended June 30, 2021.

~~Depreciation and amortization expense increased during the six months ended June 30, 2022 from the comparable period in 2021 primarily as a result of Train 3 Completion.~~

~~Other expense (income)~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2022 2021 Variance 2022 2021 Variance
Interest expense, net of capitalized interest $ 116 $ 118 $ (2) $ 234 $ 211 $ 23
Loss on modification or extinguishment of debt 28 — 28 30 — 30
Interest rate derivative loss (gain), net 1 2 (1) (2) 1 (3)
Other income, net (1) — (1) (1) — (1)
Total other expense $ 144 $ 120 $ 24 $ 261 $ 212 $ 49

The changes in interest expense, net of capitalized interest increased during the three and six months ended June 30, 2022 compared to the comparable periods in 2021, were primarily as a result of a lower portion of total interest costs eligible for capitalization following the Train 3 Completion.

~~Total interest expense, net of capitalized interest consisted of the following (in millions):~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Total interest cost $ 118 $ 118 $ 237 $ 237
Capitalized interest, including amounts capitalized as an allowance for funds used during construction (2) — (3) (26)
Total interest expense, net of capitalized interest $ 116 $ 118 $ 234 $ 211

Loss on modification or extinguishment of debt increased during the three and six months ended June 30, 2022 from the comparable periods in 2021 due to the amount of debt that was paid down prior to their scheduled maturities during the three and six months ended June 30, 2022, as further described in ~~Liquidity and Capital Resources—Sources and Uses of Cash—Financing Cash Flows~~.

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Liquidity and Capital Resources

The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term. In the short term, we expect to meet our cash requirements using operating cash flows and available liquidity, consisting of restricted cash and cash equivalents and available commitments under our credit facilities. ~~In the long term,~~Additionally, we expect to meet our long term cash requirements by using operating cash flows and other future potential sources of liquidity, which may include debt offerings. The table below provides a summary of our available liquidity (in millions). Future material sources of liquidity are discussed below.


	June 30, ~~2022~~2023




Restricted cash and cash equivalents designated for the Liquefaction Project	$	51152
Available commitments under our credit facilities (1):
CCH Credit Facility	3,260
CCH Working Capital Facility	~~1,224~~1,345
Total available commitments under our credit facilities	4,605

Total available liquidity	$	~~4,535~~4,757

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of June 30, ~~2022.~~2023. See Note 9 —Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to June 30, ~~2022~~2023 will be driven by future sources of liquidity and future cash requirements. Future sources of liquidity are expected to be composed of (1) cash receipts from executed contracts, under which we are contractually entitled to future consideration, and (2) additional sources of liquidity, from which we expect to receive cash although the cash is not underpinned by executed contracts. Future cash requirements are expected to be composed of (1) cash payments under executed contracts, under which we are contractually obligated to make payments, and (2) additional cash requirements, under which we expect to make payments although we are not contractually obligated to make the payments under executed contracts. For further discussion of our future sources and uses of liquidity, see the liquidity and capital resources disclosures in our annual report on Form 10-K for the fiscal year ended December 31, 2022.

Supplemental Guarantor Information

The ~~7.000% Senior Secured Notes due 2024,~~ 5.875% Senior Secured Notes due 2025, 5.125% Senior Secured Notes due 2027, 3.700% Senior Secured Notes due 2029 and the series of Senior Secured Notes due 2039 with weighted average rate of ~~3.72%~~3.788% (collectively, the “CCH Senior Notes”) are jointly and severally guaranteed by each of our consolidated subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (each a “Guarantor” and collectively, the “Guarantors”).

The Guarantors’ guarantees are full and unconditional, subject to certain release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of all or substantially all of the capital stock or the assets of the Guarantors, (2) the designation of the Guarantor as an “unrestricted subsidiary” in accordance with the indentures governing the CCH Senior Notes (the “CCH Indentures”), (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indentures and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. In the event of a default in payment of the principal or interest by us, whether at maturity of the CCH Senior Notes or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the Guarantors to enforce the guarantee.

The rights of holders of the CCH Senior Notes against the Guarantors may be limited under the U.S. Bankruptcy Code or federal or state fraudulent transfer or conveyance law. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance or transfer under U.S. federal or state law. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of the Guarantors. Moreover, this provision may not be

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effective to protect the guarantee from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished.

Summarized financial information about us and the Guarantors as a group is omitted herein because such information would not be materially different from our Consolidated Financial Statements.

30Corpus Christi Stage 3 Project

~~Table~~The following table summarizes the project completion and construction status of ~~Contents~~the Corpus Christi Stage 3 Project as of June 30, 2023:



Overall project completion percentage						38.1%
Completion percentage of:
Engineering						63.5%
Procurement						56.3%
Subcontract work						47.1%
Construction						4.9%
Date of expected substantial completion						2H 2025 - 1H 2027

Sources and Uses of Cash

The following table summarizes the sources and uses of our restricted cash and cash equivalents (in millions). 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.


		Six Months Ended June 30,				Six Months Ended June 30,
		2022		2021				2023		2022

Net cash provided by operating activities	Net cash provided by operating activities	$	742	$	733		Net cash provided by operating activities	$	807	$	742
Net cash used in investing activities	Net cash used in investing activities	(406)		(204)			Net cash used in investing activities	(872)		(406)
Net cash used in financing activities	Net cash used in financing activities	(329)		(477)			Net cash used in financing activities	(521)		(329)

Net increase in restricted cash and cash equivalents		$	7	$	52
Net increase (decrease) in restricted cash and cash equivalents							Net increase (decrease) in restricted cash and cash equivalents	$	(586)	$	7

Operating Cash Flows

~~Operating~~Our operating cash ~~flows~~net inflows during the six months ended June 30, 2023 and 2022 were $807 million and ~~2021 were~~ $742 million, ~~and $733 million,~~ respectively. The$9 $65 million increase between the periods was primarily related to ~~cash used as working capital as a result of payment timing differences and~~ timing of cash receipts from the sale of LNG cargoes. The increase was partially offset by a decrease in operating cash inflows due to higher costs associated with the sale of certain unutilized natural gas procured for the liquefaction process during the six months ended June 30, 2022.and payments.

Investing Cash Flows

~~Cash~~Our investing cash net outflows ~~for property, plant and equipment~~in both years primarily were ~~primarily~~ for the construction costs for the Liquefaction ~~Project, which are capitalized as construction-in-process until achievement of substantial completion. In March 2021, substantial completion~~Project. The $466 million increase in 2023 compared to 2022 was ~~achieved on Train 3, and in June 2022, Cheniere’s Board issued a full notice~~primarily due to ~~proceed with~~increased construction work performed by Bechtel for the Corpus Christi Stage 3 Project following the issuance of full notice to ~~Bechtel.~~

proceed to Bechtel in June 2022. We expect our capital expenditures to increase in future periods as construction work progresses on the Corpus Christi Stage 3 Project.

Financing Cash Flows

Our financing cash net outflows during the six months ended June 30, 2022 and 2021 were $329 million and $477 million, respectively. The $148 million decrease between the periods was due to an increase in cash inflows from receipts of capital contributions, net of capital distributions, of $1.3 billion, offset by an increase in net cash outflows from debt activity of $1.2 billion, each described further below.

~~Debt Activity~~

During the six months ended June 30, 2022 and 2021, total debt paid, net of issuances, was $1.2 billion and $140 million, respectively, all of which was paid prior to contractual maturity of the underlying debt. Additionally, total cash paid for debt related costs was $61 million and zero, respectively, during the six months ended June 30, 2022 and 2021. See tables below for additional details.

~~Debt Issuances and Related Financing Costs~~

The following table ~~shows the issuances of debt, including intra-quarter borrowings~~summarizes our financing activities (in millions):

Six Months Ended June 30,
2022 2021
CCH Credit Facility $ 440 $ —

~~During the six months ended June 30, 2022 and 2021, we incurred debt issuance costs and other financing costs of $18 millionandzero, respectively, related to the debt issuances above and amendment of credit facilities during the respective periods.~~


	Six Months Ended June 30,
	2023		2022
Proceeds from issuances of debt	$	—	$	440
Repayments of debt	(498)		(1,640)
Debt issuance	—		(18)
Debt extinguishment costs	(8)		(43)
Contributions	45		932
Distributions	(60)		—
Net cash used in financing activities	$	(521)	$	(329)

3123

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~~Debt~~ Repayments and Related Extinguishment Costs

The following table shows the repayments of debt, including intra-quarter repayments (in millions):


		Six Months Ended June 30,				Six Months Ended June 30,
		2022		2021				2023		2022
CCH Credit Facility	CCH Credit Facility	$	(1,390)	$	—		CCH Credit Facility	$	—	$	(1,390)
CCH Working Capital Facility	CCH Working Capital Facility	(250)		(140)			CCH Working Capital Facility	—		(250)
Total repayments		$	(1,640)	$	(140)
2024 CCH Senior Notes							2024 CCH Senior Notes	(498)		—
Total repayments of debt							Total repayments of debt	$	(498)	$	(1,640)

During the six months ended June 30, 2023 and 2022, ~~and 2021,~~ we ~~incurred~~paid debt modification or extinguishment costs of ~~$43~~$8 million and ~~zero,~~$43 million, respectively, related to ~~the~~ these repayments.

Capital Contributions and Distributions

During the six months ended June 30, 2023 and 2022, we received cash capital contributions of $45 million and $932 million, respectively, from Cheniere, used to fund working capital and in 2022 to primarily pay down our outstanding debt, and during the six months ended June 30, ~~2021~~2023 and 2022, we made cash distributions of ~~$337~~$60 million and zero, respectively, to Cheniere.

Summary of Critical Accounting Estimates

The preparation of 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 fiscal year ended December 31, ~~2021~~2022.

Recent Accounting Standards

For a summary of recently issued accounting standards, see Note 1—Nature of Operations and Basis of Presentation 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~~CCL has 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 millions):

June 30, 2022 December 31, 2021
Fair Value Change in Fair Value Fair Value Change in Fair Value
Liquefaction Supply Derivatives $ (4,979) $ 1,605 $ (1,212) $ 186


	June 30, 2023				December 31, 2022
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
Liquefaction Supply Derivatives	$	(2,300)	$	1,322	$	(6,278)	$	1,684

See Note 7 —Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about ~~our~~the derivative instruments.

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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 Section 21E of 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 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 fiscal year ended December 31, ~~2021.~~2022.

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 fiscal year ended December 31, ~~2021~~2022.

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ITEM 6. EXHIBITS

Exhibit No.

Description

~~10.1~~

Second Amended and Restated Term Loan Facility Agreement, dated June 15, 2022, among the Company, CCP, Corpus Christi Pipeline GP, LLC, CCL, the lenders party thereto from time to time and Société Générale as the Term Loan Facility Agent ~~(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 333-215435), filed on June 22, 2022)~~

~~10.2~~

Second Amended and Restated Working Capital Facility Agreement, dated June 15, 2022, among the Company, CCP, Corpus Christi Pipeline GP, LLC, CCL, the lenders party thereto from time to time, the issuing banks party thereto from time to time, the swing line lenders party thereto from time to time, The Bank of Nova Scotia as Working Capital Facility Agent and Société Générale as Security Trustee ~~(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 333-215435), filed on June 22, 2022)~~

~~10.3~~

Second Amended and Restated Common Terms Agreement, dated June 15, 2022, among the Company, CCP, Corpus Christi Pipeline GP, LLC, CCL, Société Générale, as Term Loan Facility Agent, The Bank of Nova Scotia as Working Capital Facility Agent, and Société Générale as Intercreditor Agent, and any other facility lenders party thereto from time to time ~~(Incorporated by reference to Exhibit 10.~~3 ~~to the Company’s Current Report on Form 8-K (SEC File No. 333-215435), filed on June 22, 2022)~~

~~10.4~~

Second Amended and Restated Common Security and Account Agreement, dated June 15, 2022, among the Company, CCP, Corpus Christi Pipeline GP, LLC, CCL, the Senior Creditor Group Representatives, Société Générale as the Intercreditor Agent, Société Générale as Security Trustee and Mizuho Bank, Ltd as the Account Bank ~~(Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (SEC File No. 333-215435), filed on June 22, 2022)~~

~~10.5~~

Fixed Price Separated Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Liquefaction Stage 3 Project, dated March 1, 2022, by and between Corpus Christi Liquefaction Stage III, LLC and Bechtel Energy Inc ~~(Portions of this exhibit have been omitted)~~ ~~(Incorporated by reference to Exhibit 10.1 to Cheniere’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 3, 2022)~~

10.6*10.1*

~~10.7~~10.2*

Letter agreement regarding change from LIBOR to SOFR, dated May 18, 2023, to LNG Sale and Purchase Agreement, ~~(ARC)~~dated April 1, 2014, between CCL and Endesa S.A. (assignee of Endesa Generacion S.A.), ~~dated June 15, 2022, between Corpus Christi Liquefaction Stage III, LLC and Cheniere Marketing International LLP~~ ~~(Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (SEC File No. 333-215435), filed on June 22, 2022).~~as amended

~~10.8~~10.3*

~~Second Amended and Restated Base~~Letter agreement regarding change from LIBOR to SOFR, dated May 18, 2023, to LNG Sale and Purchase Agreement, ~~(FOB),~~ dated ~~June 15, 2022,~~April 7, 2014, between CCL and ~~Cheniere Marketing International LLP(Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (SEC File No. 333-215435)~~Endesa S.A., ~~filed on June 22, 2022)~~as amended

~~Table of Contents~~

~~Exhibit No.~~

~~Description~~

~~10.9~~10.4*

~~Shipping Services Agreement,~~Letter agreement regarding change from LIBOR to SOFR, dated June ~~15, 2022,~~26, 2023, to LNG Sale and Purchase Agreement (EOG Early IPM) between ~~Corpus Christi Liquefaction Stage III, LLC~~CCL and Cheniere Marketing International LLP,~~(Incorporated by reference to Exhibit 10.~~7 ~~to the Company’s Current Report on Form 8-K (SEC File No. 333-215435), filed on June 22, 2022)~~ dated December 30, 2019, as amended

22.1

List of Issuers and Guarantor Subsidiaries (Incorporated by reference to Exhibit 22.1 to the Company’s Registration Report on Form S-4 (SEC File No. 333-215435), filed on March 11, ~~2022~~2022)

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

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



*			Filed herewith.
**			Furnished herewith.

3427

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:	August ~~3, 2022~~2, 2023	By:	/s/ Zach Davis
			Zach Davis
			President and Chief Financial Officer
			(Principal Executive and Financial Officer)


Date:	August ~~3, 2022~~2, 2023	By:	/s/ David Slack
			David Slack
			Chief Accounting Officer
			(on behalf of the registrant and as principal accounting officer)

3528


Three and Six Months Ended June 30, 2022
	Cheniere CCH HoldCo I, LLC		Total Member’s Deficit








Balance at December 31, 2021	$	1,281	$	1,281
Capital contributions	138		138
Net loss	(740)		(740)
Balance at March 31, 2022	679		679



Contributions	801		801


Contribution of CCL Stage III entity (see Note 2)	(1,482)		(1,482)
Net loss	(527)		(527)
Balance at June 30, 2022	$	(529)	$	(529)


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except volumes)	2022		2021		Variance		2022		2021		Variance
LNG revenues	$	1,607	$	826	$	781	$	2,931	$	1,441	$	1,490
LNG revenues—affiliate	763		331		432		1,434		599		835

Total revenues	$	2,370	$	1,157	$	1,213	$	4,365	$	2,040	$	2,325

LNG volumes recognized as revenues (in TBtu) (1)	189		186		3		389		348		41