Cheniere Corpus Christi 10-Q 2024 Q3 Quarterly report

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 September 30, 2024

or

☐    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.)

845 Texas Avenue, Suite 1250

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 is a voluntary filer 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

TABLE OF CONTENTS

	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	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—Trade and Other Receivables, Net of Current Expected Credit Losses	8
	Note 3—Inventory	8
	Note 4—Property, Plant and Equipment, Net of Accumulated Depreciation	8
	Note 5—Derivative Instruments	8
	Note 6—Accrued Liabilities	12
	Note 7—Debt	12
	Note 8—Revenues	14
	Note 9—Related Party Transactions	16
	Note 10—Customer Concentration	16
	Note 11—Supplemental Cash Flow Information	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	26
Part II. Other Information
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 6.	Exhibits	27
	Signatures	28

i

DEFINITIONS

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

Common Industry and Other Terms

ASU	Accounting Standards Update
Bcfe	billion cubic feet equivalent
EPC	engineering, procurement and construction
ESG	environmental, social and governance
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FID	final investment decision
GAAP	generally accepted accounting principles in the United States
Henry Hub	the final settlement price (in U.S. dollars 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 or natural gas index price, less a fixed liquefaction fee, shipping and other costs
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
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

1

Abbreviated Legal Entity Structure

The following diagram depicts our abbreviated legal entity structure as of September 30, 2024, including our ownership of certain subsidiaries, and the references to these entities used in this quarterly report:

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

2

PART I.    FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
LNG revenues	$	885	$	874	$	2,602	$	2,788
LNG revenues—affiliate	335		385		843		1,222
Total revenues	1,220		1,259		3,445		4,010
Operating costs and expenses (recoveries)
Cost (recovery) of sales (excluding items shown separately below)	192		(443)		916		(3,114)
Cost of sales—affiliate	25		41		72		134
Operating and maintenance expense	125		125		395		359
Operating and maintenance expense—affiliate	28		27		84		84
Operating and maintenance expense—related party	10		3		15		7
General and administrative expense	3		2		6		4
General and administrative expense—affiliate	11		11		32		34
Depreciation and amortization expense	115		112		341		336
Other operating costs and expenses	—		2		4		2
Total operating costs and expenses (recoveries)	509		(120)		1,865		(2,154)
Income from operations	711		1,379		1,580		6,164
Other income (expense)
Interest expense, net of capitalized interest	(8)		(52)		(59)		(172)
Loss on modification or extinguishment of debt	—		—		(3)		(10)
Other income, net	3		2		7		7
Total other expense	(5)		(50)		(55)		(175)
Net income	$	706	$	1,329	$	1,525	$	5,989

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

3

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)

	September 30,		December 31,
	2024		2023
ASSETS	(unaudited)
Current assets
Restricted cash and cash equivalents	$	78	$	175
Trade and other receivables, net of current expected credit losses	153		180
Trade receivables—affiliate	171		213
Advances to affiliate	128		116
Inventory	117		124
Current derivative assets	12		19
Prepaid expenses	19		13
Other current assets, net	18		5
Total current assets	696		845
Property, plant and equipment, net of accumulated depreciation	16,010		14,992
Derivative assets	1,597		823
Other non-current assets, net	414		316
Total assets	$	18,717	$	16,976
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Accounts payable	$	70	$	105
Accrued liabilities	375		595
Accrued liabilities—related party	3		1
Due to affiliates	36		49
Current derivative liabilities	552		455
Other current liabilities	24		20
Total current liabilities	1,060		1,225
Long-term debt, net of unamortized discount and debt issuance costs	4,829		6,311
Derivative liabilities	961		847
Other non-current liabilities	45		58
Other non-current liabilities—affiliate	1		3
Total liabilities	6,896		8,444
Member’s equity	11,821		8,532
Total liabilities and member’s equity	$	18,717	$	16,976

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

4

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY

(in millions)

(unaudited)

Three and Nine Months Ended September 30, 2024
	Cheniere CCH HoldCo I, LLC		Total Member’s Equity
Balance at December 31, 2023	$	8,532	$	8,532
Contributions	180		180
Net loss	(36)		(36)
Balance at March 31, 2024	8,676		8,676
Contributions (excluding the item shown separately below)	130		130
Non-cash contribution from affiliate (see Note 7)	1,515		1,515
Net income	855		855
Balance at June 30, 2024	11,176		11,176
Contributions (excluding the item shown separately below)	105		105
Non-cash asset contribution from Cheniere (see Note 9)	34		34
Distributions	(200)		(200)
Net income	706		706
Balance at September 30, 2024	$	11,821	$	11,821

Three and Nine Months Ended September 30, 2023
	Cheniere CCH HoldCo I, LLC		Total Member’s Equity
Balance at December 31, 2022	$	1,084	$	1,084
Contributions (excluding the item shown separately below)	45		45
Non-cash contribution from affiliate (see Note 7)	396		396
Distributions	(60)		(60)
Net income	3,829		3,829
Balance at March 31, 2023	5,294		5,294
Non-cash contribution from affiliate (see Note 7)	2		2
Net income	831		831
Balance at June 30, 2023	6,127		6,127
Contributions	60		60
Distributions	(180)		(180)
Net income	1,329		1,329
Balance at September 30, 2023	$	7,336	$	7,336

    

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

5

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Net income	$	1,525	$	5,989
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	341		336
Amortization of discount and debt issuance costs	7		8
Loss on modification or extinguishment of debt	3		10
Total gains on derivative instruments, net	(553)		(5,028)
Net cash provided by (used for) settlement of derivative instruments	(3)		13
Interest expense relieved by parent	23		2
Other	6		1
Changes in operating assets and liabilities:
Trade and other receivables	28		188
Trade receivables—affiliate	43		56
Inventory	7		58
Other current assets	(14)		76
Accounts payable and accrued liabilities	(174)		(451)
Accrued liabilities—related party	2		—
Total deferred revenue	(14)		—
Other non-current assets	(30)		(31)
Other, net	(7)		(6)
Other, net—affiliate	(13)		7
Net cash provided by operating activities	1,177		1,228
Cash flows from investing activities
Property, plant and equipment, net	(1,455)		(1,184)
Other	(20)		(11)
Net cash used in investing activities	(1,475)		(1,195)
Cash flows from financing activities
Repayments of debt	—		(498)
Debt extinguishment costs	—		(8)
Contributions	415		105
Distributions	(200)		(240)
Other	(14)		—
Net cash provided by (used in) financing activities	201		(641)
Net decrease in restricted cash and cash equivalents	(97)		(608)
Restricted cash and cash equivalents—beginning of period	175		738
Restricted cash and cash equivalents—end of period	$	78	$	130

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

6

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

Through our subsidiary CCP, we also own a 21.5-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several large interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the existing assets at the Corpus Christi LNG Terminal and the Corpus Christi Stage 3 Project, the “Liquefaction Project”).

We are pursuing an expansion project to provide additional liquefaction capacity, and we have commenced commercialization to support the additional liquefaction capacity associated with this potential expansion project. 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 9—Related Party Transactions for additional details of the activity under these services agreements during the three and nine months ended September 30, 2024 and 2023.

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 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, 2023.

Results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2024.

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 2023-07

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). This guidance requires a public entity, including entities with a single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for our annual report for the year ending December 31, 2024.

7

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 2—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):

	September 30,		December 31,
	2024		2023
Trade receivables	$	134	$	164
Other receivables	19		16
Total trade and other receivables, net of current expected credit losses	$	153	$	180

NOTE 3—INVENTORY

Inventory consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Materials	$	104	$	97
LNG	8		12
Natural gas	5		13
Other	—		2
Total inventory	$	117	$	124

NOTE 4—PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

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

	September 30,		December 31,
	2024		2023
LNG terminal
Terminal and interconnecting pipeline facilities	$	13,397	$	13,333
Land	302		302
Construction-in-process	4,500		3,207
Accumulated depreciation	(2,195)		(1,858)
Total LNG terminal, net of accumulated depreciation	16,004		14,984
Fixed assets
Fixed assets	30		30
Accumulated depreciation	(24)		(22)
Total fixed assets, net of accumulated depreciation	6		8
Property, plant and equipment, net of accumulated depreciation	$	16,010	$	14,992

Depreciation expense was $113 million and $112 million during the three months ended September 30, 2024 and 2023 and $339 million and $335 million during the nine months ended September 30, 2024 and 2023, respectively.

NOTE 5—DERIVATIVE INSTRUMENTS

We have entered into commodity derivatives consisting of natural gas and power supply contracts, including those under the IPM agreements, for the development, commissioning and operation of the Liquefaction Project and expansion project, as well as the associated economic hedges (collectively, the “Liquefaction Supply Derivatives”).

We recognize our derivative instruments as either assets or liabilities and measure those instruments at fair value. None of our derivative instruments are designated as cash flow, fair value or net investment 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.

8

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis, distinguished by the fair value hierarchy levels prescribed by GAAP (in millions):

	Fair Value Measurements as of
	September 30, 2024								December 31, 2023
	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)	$	(7)	$	(5)	$	108	$	96	$	7	$	35	$	(502)	$	(460)

We value the Liquefaction Supply Derivatives using a market or option-based approach incorporating present value techniques, as needed, which incorporates observable commodity price curves, when available, and other relevant data.

We include a significant portion of 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 may use in valuing the asset or liability. To the extent valued using an option pricing model, we consider the future prices of energy units for unobservable periods to be a significant unobservable input to estimated net fair value. In estimating the future prices of energy units, we make judgments about market risk related to liquidity of commodity indices and volatility utilizing available market data. Changes in facts and circumstances or additional information may result in revised estimates and judgments, and actual results may differ from these estimates and judgments. We derive our volatility assumptions based on observed historical settled global LNG market pricing or accepted proxies for global LNG market pricing as well as settled domestic natural gas pricing. Such volatility assumptions also contemplate, as of the balance sheet date, observable forward curve data of such indices, as well as evolving available industry data and independent studies.

In developing our volatility assumptions, we acknowledge that the global LNG industry is inherently influenced by events such as unplanned supply constraints, geopolitical incidents, unusual climate events including drought and uncommonly mild, by historical standards, winters and summers, and real or threatened disruptive operational impacts to global energy infrastructure. Our current estimate of volatility includes the impact of otherwise rare events unless we believe market participants would exclude such events on account of their assertion that those events were specific to our company and deemed within our control. Our fair value estimates incorporate market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, as well as the timing of satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

The Level 3 fair value measurements of our natural gas positions within 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 the Level 3 Liquefaction Supply Derivatives as of September 30, 2024:

	Net Fair Value Asset (in millions)	Valuation Approach	Significant Unobservable Input	Range of Significant Unobservable Inputs / Weighted Average (1)
Liquefaction Supply Derivatives	$108	Market approach incorporating present value techniques	Henry Hub basis spread	$(1.230) - $0.110 / $(0.283)
		Option pricing model	International LNG pricing spread, relative to Henry Hub (2)	82% - 411% / 186%

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

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

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

9

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

The following table shows the changes in the fair value of the Level 3 Liquefaction Supply Derivatives (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Balance, beginning of period	$	(234)	$	(2,356)	$	(502)	$	(6,205)
Realized and change in fair value gains (losses) included in net income (1):
Included in cost of sales, existing deals (2)	210		903		307		4,075
Included in cost of sales, new deals (3)	(6)		—		(6)		3
Purchases and settlements:
Purchases (4)	—		—		—		—
Settlements (5)	135		128		307		801
Transfers out of level 3 (6)	3		1		2		2
Balance, end of period	$	108	$	(1,324)	$	108	$	(1,324)
Favorable changes in fair value relating to instruments still held at the end of the period	$	204	$	903	$	301	$	4,078

(1)Does not include the realized value associated with derivative instruments that settle through physical delivery, as settlement is equal to the 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.

(5)Roll-off in the current period of amounts 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 purchase agreements.

Liquefaction Supply Derivatives

We hold Liquefaction Supply Derivatives which are primarily indexed to the natural gas market and international LNG indices. As of September 30, 2024, the remaining fixed terms of the Liquefaction Supply Derivatives ranged up to approximately 15 years, some of which commence or accelerate upon the satisfaction of certain events or development of infrastructure to support natural gas gathering and transport.

The forward notional amount for the Liquefaction Supply Derivatives was approximately 7,281 TBtu and 7,774 TBtu as of September 30, 2024 and December 31, 2023, respectively, inclusive of amounts under contracts with unsatisfied contractual conditions, and exclusive of extension options that were uncertain to be taken as of both September 30, 2024 and December 31, 2023.

10

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

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

	Gain (Loss) Recognized in Consolidated  Statements of Operations
Consolidated Statements of Operations Location (1)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
LNG revenues	$	(2)	$	2	$	—	$	(5)
Cost of sales	338		1,038		553		5,033

(1)Does not include the realized value associated with the 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.

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

All existing 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 us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments, in instances when the derivative instruments are in an asset position. Additionally, counterparties are at risk that we will be unable to meet its commitments in instances where our derivative instruments are in a liability position. We incorporate both our own 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 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.

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

	Fair Value Measurements as of (1)
	September 30, 2024		December 31, 2023
Consolidated Balance Sheets Location
Current derivative assets	$	12	$	19
Derivative assets	1,597		823
Total derivative assets	1,609		842
Current derivative liabilities	(552)		(455)
Derivative liabilities	(961)		(847)
Total derivative liabilities	(1,513)		(1,302)
Derivative asset (liability), net	$	96	$	(460)

(1)Does not include collateral posted with counterparties by us of $16 million and $3 million as of September 30, 2024 and December 31, 2023, respectively, which is included in other current assets, net on our Consolidated Balance Sheets.

11

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 derivatives outstanding on a gross and net basis (in millions) for our derivative instruments that are presented on a net basis on our Consolidated Balance Sheets:

	Liquefaction Supply Derivatives
	September 30, 2024		December 31, 2023
Gross assets	$	2,705	$	1,184
Offsetting amounts	(1,096)		(342)
Net assets	$	1,609	$	842
Gross liabilities	$	(1,534)	$	(1,349)
Offsetting amounts	21		47
Net liabilities	$	(1,513)	$	(1,302)

NOTE 6—ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in millions): 

	September 30,		December 31,
	2024		2023
Natural gas purchases	$	196	$	260
Liquefaction Project costs	79		158
Interest costs and related debt fees	55		128
Other accrued liabilities	45		49
Total accrued liabilities	$	375	$	595

NOTE 7—DEBT

Debt consisted of the following (in millions): 

	September 30,		December 31,
	2024		2023
Senior Secured Notes:
5.875% due 2025 (the “2025 CCH Senior Notes”)	$	—	$	1,491
5.125% due 2027	1,201		1,201
3.700% due 2029	1,125		1,125
3.788% weighted average rate due 2039 (1)	2,539		2,539
Total Senior Secured Notes	4,865		6,356
Term loan facility agreement (the “CCH Credit Facility”)	—		—
Working capital facility agreement (the “CCH Working Capital Facility”)	—		—
Total debt	4,865		6,356
Unamortized discount and debt issuance costs	(36)		(45)
Total long-term debt, net of unamortized discount and debt issuance costs	$	4,829	$	6,311

(1)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.

12

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Credit Facilities

Below is a summary of our credit facilities outstanding as of September 30, 2024 (in millions):

	CCH Credit Facility		CCH Working Capital Facility
Total facility size	$	3,260	$	1,500
Less:
Outstanding balance	—		—
Letters of credit issued	—		110
Available commitment	$	3,260	$	1,390
Priority ranking	Senior secured		Senior secured
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%
Commitment fees on undrawn balance (1)	0.525%		0.10% - 0.20%
Maturity date	(2)		June 15, 2027

(1)The margin on the interest rate and the commitment fees is subject to change based on the 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.

Contributions from Cheniere for Extinguishment of Senior Secured Notes

During the nine months ended September 30, 2024, Cheniere fully retired $1.5 billion outstanding aggregate principal amount of our 2025 CCH Senior Notes. During the nine months ended September 30, 2023, Cheniere repurchased $400 million of certain series of our Senior Secured Notes on the open market, which were subsequently cancelled by us. Additionally, Cheniere paid interest on our behalf that was due at the time of the respective debt repayments of $23 million and $2 million during the nine months ended September 30, 2024 and 2023, respectively. Additionally, we recorded a non-cash charge through equity of $4 million during the nine months ended September 30, 2023 associated with the debt extinguishments.

The aforementioned debt extinguishment activities by Cheniere on our behalf were in accordance with the Equity Contribution Agreements, as noted in Note 9—Related Party Transactions, and recorded as net contributions from Cheniere to us, for which we paid no consideration, within our Consolidated Statements of Member’s Equity.

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 September 30, 2024, we were in compliance with all covenants related to our debt agreements.

13

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

Interest Expense

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Total interest cost	$	53	$	81	$	185	$	245
Capitalized interest	(45)		(29)		(126)		(73)
Total interest expense, net of capitalized interest	$	8	$	52	$	59	$	172

Fair Value Disclosures

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

	September 30, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Senior Secured Notes	$	4,865	$	4,576	$	6,356	$	5,961

(1)As of September 30, 2024 and December 31, 2023, $1.8 billion and $1.7 billion, respectively, of the fair value of our senior notes were classified as Level 3 since these senior notes were valued by applying an unobservable illiquidity adjustment to the price derived from trades or indicative bids of instruments with similar terms, maturities and credit standing. The remainder of the fair value of our senior notes are classified as Level 2, based on prices derived from trades or indicative bids of the instruments.

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.

NOTE 8—REVENUES

The following table represents a disaggregation of revenue earned (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues from contracts with customers
LNG revenues (excluding net derivative gain (loss) below)	$	887	$	872	$	2,602	$	2,793
LNG revenues—affiliate	335		385		843		1,222
Total revenues from contracts with customers	1,222		1,257		3,445		4,015
Net derivative gain (loss) (see Note 5)	(2)		2		—		(5)
Total revenues	$	1,220	$	1,259	$	3,445	$	4,010

Contract Assets and Liabilities

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

	September 30,		December 31,
	2024		2023
Contract assets, net of current expected credit losses	$	214	$	186

14

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

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

	Nine Months Ended September 30, 2024
Deferred revenue, beginning of period	$	76
Cash received but not yet recognized in revenue	62
Revenue recognized from prior period deferral	(76)
Deferred revenue, end of period	$	62

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:

	September 30, 2024			December 31, 2023
	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues (2)	$	48.2	9	$	49.5	10
LNG revenues—affiliate	0.9		9	1.0		9
Total revenues	$	49.1		$	50.5

(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.

(2)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 included in the transaction price above when the conditions are considered probable of being met and consideration is not otherwise constrained from ultimate pricing and receipt.

The following potential future sources of revenue are omitted from the table above under exemptions we have elected: (1) all performance obligations that are part of a contract that has an original expected duration of one year or less and (2) substantially all variable consideration under our SPAs, as well as 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 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 volumes that are contractually subject to additional liquefaction capacity beyond what is currently in construction or operation.

The following table summarizes the amount of variable consideration earned under contracts with customers included in the table above:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
LNG revenues	44	%	46	%	43	%	48	%
LNG revenues—affiliate	84	%	78	%	85	%	78	%

15

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 9—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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
LNG revenues—affiliate
SPAs and Letter Agreements with Cheniere Marketing, LLC (“Cheniere Marketing”)	$	335	$	385	$	843	$	1,222
Cost of sales—affiliate
Contracts for Sale and Purchase of Natural Gas and LNG	—		14		1		43
Cheniere Marketing Agreements	25		27		71		91
Total cost of sales—affiliate	25		41		72		134
Operating and maintenance expense—affiliate
Services Agreements (see Note 1)	28		27		84		84
Operating and maintenance expense—related party
Natural Gas Transportation Agreements (1)	10		3		15		7
General and administrative expense—affiliate
Services Agreements (see Note 1)	11		11		32		34

(1)These agreements are with related parties through Cheniere’s equity method investments.

Assets and liabilities arising from the agreements with affiliates and other related parties referenced in the above table are classified as affiliate and related party, respectively, on our Consolidated Balance Sheets.

Disclosures relating to future consideration under revenue contracts with affiliates is included in Note 8—Revenues.

During the three and nine months ended September 30, 2024, Cheniere sold certain physical assets to a related party to support future natural gas transportation services to be provided to us involving such assets. Cheniere then contributed to us $34 million of other non-current assets obtained in the transaction.

See our annual report on Form 10-K for the fiscal year ended December 31, 2023 for additional information regarding the agreements referenced in the above table, as well as a description of other agreements we have with our affiliates, including the Equity Contribution Agreements. During the nine months ended September 30, 2024 and 2023, we received contributions from Cheniere under the Equity Contribution Agreements, as further described in Note 7—Debt.

NOTE 10—CUSTOMER CONCENTRATION

The concentration of our customer credit risk in excess of 10% of total revenues and/or trade and other receivables, net of current expected credit losses and contract assets, net of current expected credit losses was as follows:

	Percentage of Total Revenues from External Customers				Percentage of Trade and Other Receivables, Net and Contract Assets, Net from External Customers
	Three Months Ended September 30,		Nine Months Ended September 30,		September 30,	December 31,
	2024	2023	2024	2023		2024	2023
Customer A	17%	22%	19%	22%		*	13%
Customer B	13%	15%	13%	15%		*	*
Customer C	16%	16%	13%	14%		10%	*
Customer D	*	*	*	*		55%	48%

* Less than 10%

16

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(unaudited)

NOTE 11—SUPPLEMENTAL CASH FLOW INFORMATION

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

	Nine Months Ended September 30,
	2024		2023
Cash paid during the period for interest on debt, net of amounts capitalized	$	122	$	215
Non-cash investing and financing activity:
Unpaid purchases of property, plant and equipment, net (1)	60		164
Contributions from Cheniere for extinguishment of Senior Secured Notes (see Note 7) (1)	1,491		400
Conveyance of other non-current assets from Cheniere for infrastructure support (see Note 9)	34		—

(1)Reflects unpaid portion, as of the end of each period, of assets and liabilities recognized during the respective periods.

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

Information Regarding Forward-Looking Statements

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

•statements 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 relating to our goals, commitments and strategies in relation to environmental matters;

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

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

All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “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 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, 2023. All forward-looking statements attributable to

18

us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

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 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, converted 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, other industrial 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 currently 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 that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. We are constructing an expansion of the Corpus Christi LNG Terminal (the “Corpus Christi Stage 3 Project”) consisting of seven midscale Trains with an expected total production capacity of over 10 mtpa of LNG. We also own and operate through CCP a 21.5-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several large interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the existing assets at the Corpus Christi LNG Terminal and 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, long-term cash flows. We 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 a gas producer sells natural gas to us on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs. The SPAs also have a variable fee component, which is generally structured to cover the cost of natural gas purchases, transportation and liquefaction fuel consumed to produce LNG. Since we procure most of our feedstock for LNG production from the U.S., the structure of these contracts helps limit our exposure to fluctuations in U.S. natural gas prices. Through our SPAs and IPM agreements, we have contracted

19

approximately 90% of the total anticipated production from the Liquefaction Project with approximately 17 years of weighted average remaining life as of September 30, 2024, excluding volumes that are contractually subject to additional liquefaction capacity beyond what is currently in construction or operation.

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 believe these factors provide a foundation for additional growth in our portfolio of customer contracts in the future. 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 to the FERC under the Natural Gas Act (the “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 “CCL Midscale Trains 8 & 9 Project”). The development of 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 a positive FID is made.

Additionally, we are committed to the management of our most important ESG impacts, risks and opportunities. In August 2024, Cheniere published Energy Secured, Benefits Delivered, its fifth Corporate Responsibility (“CR”) report, which details Cheniere’s approach and progress on ESG matters. Cheniere’s CR report is available at cheniere.com/our-responsibility/reporting-center. Information on 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, 2024 and through the filing date of this Form 10-Q include the following:

Strategic

•In June 2024, a positive Environmental Assessment was received from the FERC relating to the CCL Midscale Trains 8 & 9 Project. All remaining necessary regulatory approvals for the project are expected to be received in 2025.

Operational

•As of October 25, 2024, approximately 1,020 cumulative LNG cargoes totaling approximately 70 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.

Financial

•In April 2024, the approximately $1.5 billion outstanding aggregate principal amount of our 5.875% Senior Secured Notes due 2025 (the “2025 CCH Senior Notes”) was fully retired by Cheniere with cash on hand pursuant to a redemption notice issued in March 2024.

•In July 2024, Fitch Ratings upgraded our issuer credit rating to BBB+ from BBB with a stable outlook.

•In October 2024, S&P Global Ratings changed the outlook of our senior secured debt rating to positive from stable.

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Results of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2024		2023		Variance		2024		2023		Variance
Revenues
LNG revenues	$	885	$	874	$	11	$	2,602	$	2,788	$	(186)
LNG revenues—affiliate	335		385		(50)		843		1,222		(379)
Total revenues	1,220		1,259		(39)		3,445		4,010		(565)
Operating costs and expenses (recoveries)
Cost (recovery) of sales (excluding items shown separately below)	192		(443)		635		916		(3,114)		4,030
Cost of sales—affiliate	25		41		(16)		72		134		(62)
Operating and maintenance expense	125		125		—		395		359		36
Operating and maintenance expense—affiliate	28		27		1		84		84		—
Operating and maintenance expense—related party	10		3		7		15		7		8
General and administrative expense	3		2		1		6		4		2
General and administrative expense—affiliate	11		11		—		32		34		(2)
Depreciation and amortization expense	115		112		3		341		336		5
Other operating costs and expenses	—		2		(2)		4		2		2
Total operating costs and expenses (recoveries)	509		(120)		629		1,865		(2,154)		4,019
Income from operations	711		1,379		(668)		1,580		6,164		(4,584)
Other income (expense)
Interest expense, net of capitalized interest	(8)		(52)		44		(59)		(172)		113
Loss on modification or extinguishment of debt	—		—		—		(3)		(10)		7
Other income, net	3		2		1		7		7		—
Total other expense	(5)		(50)		45		(55)		(175)		120
Net income	$	706	$	1,329	$	(623)	$	1,525	$	5,989	$	(4,464)

Volumes loaded and recognized from the Liquefaction Project

	Three Months Ended September 30,			Nine Months Ended September 30,
(in TBtu)	2024	2023	Variance	2024	2023	Variance
Volumes loaded during the current period	191	186	5	555	566	(11)
Volumes loaded during the prior period but recognized during the current period	—	—	—	—	3	(3)
Volumes loaded at our affiliate’s facility	—	—	—	—	5	(5)
Total volumes recognized in the current period	191	186	5	555	574	(19)

Net income

Net income declined by $623 million and $4.5 billion between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023 primarily as a result of unfavorable changes in fair value of derivatives of $699 million and $4.5 billion, respectively, principally attributable to our IPM agreements, mainly due to the nonrecurrence of significant declines of historic volatility in international gas prices and moderated and sustained spot prices in the current period relative to the same period of 2023. The remaining changes in fair value of derivatives were primarily due to an unfavorable shift in long-term U.S. natural gas forward prices.

21

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

Revenues

We had $39 million and $565 million decreases in revenues between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023, which was primarily attributable to $40 million and $420 million decreases, respectively, from lower pricing per MMBtu as a result of declining Henry Hub pricing. Between the comparable nine month periods, there was a further $147 million decrease from lower production volume, primarily attributable to increased maintenance activities resulting from temporary composition changes in the quality of feed gas received from third parties following a freeze event in the Permian Basin in January 2024.

Operating costs and expenses (recoveries)

The increase in operating costs and expenses of $629 million and $4.0 billion between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023, was attributable to $696 million and $4.5 billion decreases, respectively, in gains from changes in fair value of derivatives included in cost of sales, as described above under the caption Net income. The unfavorable variances were partially offset by $79 million and $510 million decreases in cost of sales excluding the effect of derivative changes described above between the three and nine month periods, respectively, compared to the same periods of 2023, primarily as a result of $76 million and $494 million decreases, respectively, in cost of natural gas feedstock largely due to lower U.S. natural gas prices.

Other income (expense)

The $45 million and $120 million favorable variances between the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023 were primarily attributable to $44 million and $113 million decreases, respectively, in interest expense, net of capitalized interest, due to lower overall interest cost resulting from debt reduction activities and increase in the extent of interest costs qualifying for capitalization, given the higher carrying value of assets under construction.

Significant factor affecting our results of operations

Below is a significant factor that affects our results of operations.

Gains and losses on derivative instruments

Derivative instruments are utilized to manage our exposure to commodity-related marketing and price risks and are reported at fair value on our Consolidated Financial Statements. 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. Notwithstanding the operational intent to mitigate risk exposure over time, 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, the use of derivative 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. For example, as described in Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements, the fair value of the Liquefaction Supply Derivatives incorporates, as applicable, market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, which may require future development of infrastructure, as well as the timing of satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

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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. 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.

	September 30, 2024
Restricted cash and cash equivalents designated for the Liquefaction Project	$	78
Available commitments under our credit facilities (1):
Term loan facility agreement (the “CCH Credit Facility”)	3,260
Working capital facility agreement (the “CCH Working Capital Facility”)	1,390
Total available commitments under our credit facilities	4,650
Total available liquidity	$	4,728

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of September 30, 2024. See Note 7—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to September 30, 2024 will be driven by future sources of liquidity and future cash requirements. For a 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, 2023.

Supplemental Guarantor Information

Certain debt obligations of CCH (the “Guaranteed Obligations”), consisting of the 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 3.788% (collectively, the “Senior Secured 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 of such obligations 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 a Guarantor as an “unrestricted subsidiary” in accordance with the indentures governing the respective debt instruments (the “CCH Indentures”), (3) 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 CCH, whether at maturity of the respective debt instrument or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the Guarantors to enforce the guarantee.

The Guaranteed Obligations contain affirmative and negative covenants that are customary for the respective debt instrument, including, with limited exceptions, restrictions on CCH’s and the CCH Guarantors’ ability to incur additional indebtedness and/or liens, enter into hedging arrangements and/or engage in transactions with affiliates. The Guaranteed Obligations also include events of default that are customary for the respective debt instrument, which are subject to customary grace periods and materiality standards.

The rights of holders of the Guaranteed Obligations 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 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.

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The Guaranteed Obligations are CCH’s senior secured obligations, ranking senior in right of payment to any and all of CCH’s future indebtedness that is subordinated to the Guaranteed Obligations and equal in right of payment with CCH’s other existing and future indebtedness that is senior and secured by the same collateral securing the Guaranteed Obligations. The obligations of CCH under the Guaranteed Obligations are secured by substantially all of the assets of CCH and the Guarantors, as well as by all membership interests in CCH and each of the Guarantors on a pari passu basis with the CCH Credit Facility and the CCH Working Capital Facility.

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.

Corpus Christi Stage 3 Project

The following table summarizes the project completion and construction status of the Corpus Christi Stage 3 Project as of September 30, 2024:

Overall project completion percentage	67.8%
Completion percentage of:
Engineering	95.7%
Procurement	85.2%
Subcontract work	87.2%
Construction	32.0%
Date of expected substantial completion	1H 2025 - 2H 2026

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. 

	Nine Months Ended September 30,
	2024		2023
Net cash provided by operating activities	$	1,177	$	1,228
Net cash used in investing activities	(1,475)		(1,195)
Net cash provided by (used in) financing activities	201		(641)
Net decrease in restricted cash and cash equivalents	$	(97)	$	(608)

Operating Cash Flows

The $51 million decrease between the periods was primarily related to cash flows attributed to working capital, mainly due to differences in timing of payments to suppliers and cash collections from the sale of LNG cargoes.

Investing Cash Flows

Our investing net cash outflows in both periods primarily were for construction costs for the Corpus Christi Stage 3 Project, which were $1.3 billion during the nine months ended September 30, 2024 compared to $1.0 billion in the comparable period of 2023, as well as for optimization and other site improvement projects. We expect to incur a proportional level of capital expenditures for the remainder of the year as construction work progresses on the Corpus Christi Stage 3 Project.

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Financing Cash Flows

The following table summarizes our financing activities (in millions):

	Nine Months Ended September 30,
	2024		2023
Repayments of debt	$	—	$	(498)
Debt extinguishment costs	—		(8)
Contributions	415		105
Distributions	(200)		(240)
Other	(14)		—
Net cash provided by (used in) financing activities	$	201	$	(641)

Repayments of Debt

During the nine months ended September 30, 2023, we redeemed with cash on hand the remaining $498 million outstanding principal amount of our 7.000% Senior Secured Notes due 2024.

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, 2023.

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

CCL has commodity derivatives consisting of natural gas and power supply contracts for the commissioning and operation of the Liquefaction Project (the “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):

	September 30, 2024				December 31, 2023
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
Liquefaction Supply Derivatives	$	96	$	2,180	$	(460)	$	1,165

See Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our 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, 2023.

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, 2023.

ITEM 5.    OTHER INFORMATION

On October 28, 2024, CCL and Cheniere Marketing International LLP (“Cheniere Marketing”) entered into Amended and Restated Shipping Services Agreements for the provision of certain shipping and transportation-related services associated with (1) the SPA between CCL and Foran Energy Group Co. Ltd., (2) the SPA between Cheniere Marketing and CPC Corporation, Taiwan, which will be novated from Cheniere Marketing to CCL following substantial completion of Train 6 of the Corpus Christi Stage 3 Project, and (3) the SPA between CCL and Orlen S.A. (previously known as PKN Orlen S.A.).

ITEM 6.    EXHIBITS

Exhibit No.	Description
10.1*	Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Liquefaction Stage 3 Project, dated March 1, 2022, by and between CCL and Bechtel Energy, Inc.: (i) the Change Order CO-00090 30PK-3301 A/B/C Firewater Pump Protection - Detailed Design and Partial Procurement of Blast Resistant Doors, dated June 11, 2024, (ii) the Change Order CO-00091 30PK-3301 A/B/C Firewater Pump Protection - Purchase and Installation of Retrofit Steel, dated July 30, 2024, and (iii) the Change Order CO-00092 Intermediate Work Platform for the Tank(s) “A” and “C” Finger Rack, dated July 31, 2024 (Portions of this exhibit have been omitted.)
10.2*	Amended and Restated Shipping Services Agreement in relation to the CPC SPA, dated October 28, 2024, between CCL and Cheniere Marketing (Portions of this exhibit have been omitted.)
10.3*	Amended and Restated Shipping Services Agreement in relation to the Foran SPA, dated October 28, 2024 between CCL and Cheniere Marketing (Portions of this exhibit have been omitted.)
10.4*	Amended and Restated Shipping Services Agreement in relation to the Orlen SPA, dated October 28, 2024 between CCL and Cheniere Marketing (Portions of this exhibit have been omitted.)
22.1	List of Issuers and Guarantor Subsidiaries (Incorporated by reference to Exhibit 22.1 to the Company’s Annual Report on Form 10-K (SEC File No. 333-215435), filed on February 21, 2024)
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.

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SIGNATURES

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

		CHENIERE CORPUS CHRISTI HOLDINGS, LLC
Date:	October 30, 2024	By:	/s/ Zach Davis
			Zach Davis
			President and Chief Financial Officer
			(Principal Executive and Financial Officer)
Date:	October 30, 2024	By:	/s/ David Slack
			David Slack
			Chief Accounting Officer
			(on behalf of the registrant and as principal accounting officer)

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