UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
FORM 10-Q
     
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2019
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)
     
 
Delaware47-1929160
(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) 700 Milam Street, Suite 1900
Houston, Texas77002
(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 classTrading SymbolName of each exchange on which registered
NoneNoneNone
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 xNo
Note: The registrant is a voluntary filer not subject to the filing requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934. 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 xYes No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ¨
Accelerated filer                     ¨
Non-accelerated filer    x
Smaller reporting company    ¨
 
Large accelerated filer
Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨   No x
Securities registered pursuant to Section 12(b) of the Act: None
Trading Symbol: Not applicable
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




 
 
 
 
 
 
   
   
   
   
   
   
   
 

i


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

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

Abbreviated Legal Entity Structure

The following diagram depicts our abbreviated legal entity structure as of March 31,September 30, 2019, including our ownership of certain subsidiaries, and the references to these entities used in this quarterly report:
image6a16.jpg
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.

PART I.FINANCIAL INFORMATION
ITEM 1.CONSOLIDATED FINANCIAL STATEMENTS
CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)




 March 31, December 31, September 30, December 31,
 2019 2018 2019 2018
ASSETS (unaudited)   (unaudited)  
Current assets        
Cash and cash equivalents $
 $
 $
 $
Restricted cash 217,706
 289,141
 131,749
 289,141
Receivables 15,584
 24,989
Accounts and other receivables 43,751
 24,989
Accounts receivable—affiliate 43,825
 21,060
 48,662
 21,060
Advances to affiliate 78,498
 94,397
 95,021
 94,397
Inventory 61,508
 26,198
 70,730
 26,198
Derivative assets 11,983
 17,759
 18,426
 15,627
Derivative assets—related party 126
 2,132
Other current assets 9,506
 15,217
 23,108
 15,217
Other current assets—affiliate 43
 633
 18
 633
Total current assets 438,653
 489,394
 431,591
 489,394
        
Property, plant and equipment, net 11,620,073
 11,138,825
 12,373,825
 11,138,825
Debt issuance and deferred financing costs, net 27,018
 38,012
 15,745
 38,012
Non-current derivative assets 5,757
 22,413
 9,822
 19,032
Non-current derivative assets—related party 1,315
 3,381
Other non-current assets, net 40,019
 31,709
 44,466
 31,709
Total assets $12,131,520
 $11,720,353
 $12,876,764
 $11,720,353
        
LIABILITIES AND MEMBER’S EQUITY        
Current liabilities        
Accounts payable $20,797
 $16,202
 $24,456
 $16,202
Accrued liabilities 306,932
 162,205
 392,786
 162,205
Accrued liabilities—related party 5,040
 
 1,429
 
Current debt 
 168,000
 
 168,000
Due to affiliates 17,002
 25,086
 19,239
 25,086
Derivative liabilities 1,493
 13,576
 98,875
 13,576
Other current liabilities 1,104
 
 1,255
 
Other current liabilities—affiliate 897
 
 316
 
Total current liabilities 353,265
 385,069
 538,356
 385,069
        
Long-term debt, net 9,733,258
 9,245,552
 10,165,869
 9,245,552
Non-current derivative liabilities 28,835
 8,595
 210,322
 8,595
Other non-current liabilities 5,457
 
 9,849
 
Other non-current liabilities—affiliate 835
 
 844
 
        
Member’s equity 2,009,870
 2,081,137
 1,951,524
 2,081,137
Total liabilities and member’s equity $12,131,520
 $11,720,353
 $12,876,764
 $11,720,353




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

3


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)


Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
2019 20182019 2018 2019 2018
Revenues          
LNG revenues$13,056
 $
$219,621
 $
 $351,202
 $
LNG revenues—affiliate93,025
 
166,938
 
 441,511
 
Total revenues106,081
 
386,559
 
 792,713
 
          
Operating costs and expenses   
Cost of sales (excluding depreciation and amortization expense shown separately below)59,341
 116
Operating costs and expenses (recoveries)       
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)301,957
 (975) 540,622
 172
Cost of sales—affiliate1,692
 
 1,692
 
Cost of sales—related party9,711
 
23,269
 
 59,022
 
Operating and maintenance expense31,855
 850
Operating and maintenance expense (recovery)63,533
 (8,502) 156,205
 (6,549)
Operating and maintenance expense—affiliate5,247
 466
15,874
 1,522
 36,580
 2,539
Development expense
 34
63
 49
 595
 172
Development expense—affiliate23
 
 61
 
General and administrative expense1,537
 850
1,448
 1,479
 4,527
 3,514
General and administrative expense—affiliate1,155
 403
3,214
 607
 6,776
 1,605
Depreciation and amortization expense22,324
 371
66,437
 3,488
 146,061
 5,246
Impairment expense and loss on disposal of assets313
 
Total operating costs and expenses131,483
 3,090
Impairment expense and loss (gain) on disposal of assets
 (13) 313
 (13)
Total operating costs and expenses (recoveries)477,510
 (2,345) 952,454
 6,686
          
Loss from operations(25,402) (3,090)
Income (loss) from operations(90,951) 2,345
 (159,741) (6,686)
          
Other income (expense)          
Interest expense, net of capitalized interest(11,758) 
(90,530) 
 (175,340) 
Loss on modification or extinguishment of debt(13,793) 
 (13,793) (15,332)
Derivative gain (loss), net(35,087) 68,849
(77,838) 21,818
 (186,746) 119,233
Other income (expense)970
 (67)
Other income702
 225
 3,026
 184
Total other income (expense)(45,875) 68,782
(181,459) 22,043
 (372,853) 104,085
          
Net income (loss)$(71,277) $65,692
$(272,410) $24,388
 $(532,594) $97,399




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 thousands)
(unaudited)




Three Months Ended March 31, 2019   
Three and Nine Months Ended September 30, 2019   
Cheniere CCH HoldCo I, LLC 
Total Members
Equity
Cheniere CCH HoldCo I, LLC 
Total Members
Equity
Balance at December 31, 2018$2,081,137
 $2,081,137
$2,081,137
 $2,081,137
Capital contributions10
 10
10
 10
Net loss(71,277) (71,277)(71,277) (71,277)
Balance at March 31, 2019$2,009,870
 $2,009,870
2,009,870
 2,009,870
Capital contributions71,611
 71,611
Net loss(188,907) (188,907)
Balance at June 30, 20191,892,574
 1,892,574
Capital contributions331,360
 331,360
Net loss(272,410) (272,410)
Balance at September 30, 2019$1,951,524
 $1,951,524


Three Months Ended March 31, 2018   
Three and Nine Months Ended September 30, 2018   
Cheniere CCH HoldCo I, LLC 
Total Members
Equity
Cheniere CCH HoldCo I, LLC 
Total Members
Equity
Balance at December 31, 2017$1,667,276
 $1,667,276
$1,667,276
 $1,667,276
Capital contributions189,000
 189,000
189,000
 189,000
Net income65,692
 65,692
65,692
 65,692
Balance at March 31, 2018$1,921,968
 $1,921,968
1,921,968
 1,921,968
Capital contributions185,797
 185,797
Net income7,319
 7,319
Balance at June 30, 20182,115,084
 2,115,084
Capital contributions33
 33
Net income24,388
 24,388
Balance at September 30, 2018$2,139,505
 $2,139,505





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

5


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)


Three Months Ended March 31,Nine Months Ended September 30,
2019 20182019 2018
Cash flows from operating activities      
Net income (loss)$(71,277) $65,692
$(532,594) $97,399
Adjustments to reconcile net income (loss) to net cash used in operating activities:      
Depreciation and amortization expense22,324
 371
146,061
 5,246
Amortization of debt issuance costs694
 
10,303
 
Loss on modification or extinguishment of debt13,793
 15,332
Total losses (gains) on derivatives, net28,223
 (68,733)289,486
 (128,590)
Total losses (gains) on derivatives, net—related party4,072
 
Net cash provided by (used for) settlement of derivative instruments2,366
 (6,292)3,951
 (7,204)
Impairment expense and loss on disposal of assets313
 
Impairment expense and loss (gain) on disposal of assets313
 (13)
Other353
 
1,193
 
Changes in operating assets and liabilities:      
Accounts receivable(15,526) 
(43,693) 
Accounts receivable—affiliate(43,817) 
(48,654) 
Advances to affiliate(37,589) (1,704)
Inventory(29,051) (77)(38,531) (8,638)
Accounts payable and accrued liabilities97,449
 (345)186,304
 1,710
Accrued liabilities—related party5,041
 
1,429
 
Due to affiliates1,062
 (147)8,892
 152
Advances to affiliate(26,985) 
Other, net7,030
 (66)(5,046) (5,244)
Other, net—affiliate(14) (5)(561) (307)
Net cash used in operating activities(21,815) (9,602)(40,871) (31,861)
      
Cash flows from investing activities 
   
  
Property, plant and equipment, net(370,409) (589,061)(1,255,478) (2,228,365)
Other(2,062) 
(2,213) 3,705
Net cash used in investing activities(372,471) (589,061)(1,257,691) (2,224,660)
      
Cash flows from financing activities 
   
  
Proceeds from issuances of debt692,000
 266,000
2,189,674
 2,276,800
Repayments of debt(369,000) 
(1,446,000) (295,455)
Debt issuance and deferred financing costs(159) (129)(5,485) (45,743)
Debt extinguishment cost
 (9,108)
Capital contributions10
 189,000
402,981
 323,418
Net cash provided by financing activities322,851
 454,871
1,141,170
 2,249,912
      
Net decrease in cash, cash equivalents and restricted cash(71,435) (143,792)(157,392) (6,609)
Cash, cash equivalents and restricted cash—beginning of period289,141
 226,559
289,141
 226,559
Cash, cash equivalents and restricted cash—end of period$217,706
 $82,767
$131,749
 $219,950

Balances per Consolidated Balance Sheet:
March 31,
2019September 30, 2019
Cash and cash equivalents$
$
Restricted cash217,706
131,749
Total cash, cash equivalents and restricted cash$217,706
$131,749




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

6


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)




NOTE 1—NATURE OF OPERATIONS AND BASIS OF PRESENTATION
  
We are developingin various stages of operating and constructing natural gas liquefaction and export facilities at the Corpus Christi LNG terminal (the “Liquefaction Facilities”) near Corpus Christi, Texas and a 23-mile natural gas supply pipeline that interconnects the Corpus Christi LNG terminal with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the Liquefaction Facilities, the “Liquefaction Project”) through our wholly owned subsidiaries CCL and CCP, respectively. The Liquefaction Project is being developedconstructed in stages with the first phase being three3 Trains (“Phase 1”). The first stage includes Trains 1 and 2, two2 LNG storage tanks, one1 complete marine berth and a second partial berth and all of the Liquefaction Project’s necessary infrastructure facilities (“Stage 1”). The second stage includes Train 3, one1 LNG storage tank and the completion of the second partial berth (“Stage 2”). TrainTrains 1 isand 2 are operational Train 2 is undergoing commissioning and Train 3 is under construction.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of CCH have been prepared in accordance with GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2018. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. Certain reclassifications have been made to conform prior period information to the current presentation.  The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows.

Results of operations for the three and nine months ended March 31,September 30, 2019 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2019.

We are a disregarded entity for federal and state income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Operations, is included in the consolidated federal income tax return of Cheniere. The provision for income taxes, taxes payable and deferred income tax balances have been recorded as if we had filed all tax returns on a separate return basis from Cheniere. Tax elections under a separate return basis may differ from tax elections taken on the consolidated federal income tax return of Cheniere.

Recent Accounting Standards

We adopted ASU 2016-02, Leases (Topic 842), and subsequent amendments thereto on January 1, 2019 using the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustments to prior periods. This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. The adoption of the standard did not materially impact our Consolidated Financial Statements. Upon adoption of the standard, we recorded right-of-use assets of $8.1 million in other non-current assets, net, and lease liabilities of $0.5 million in other current liabilities—affiliate, $5.2 million other non-current liabilities and $1.2 million in other non-current liabilities—affiliate.

NOTE 2—RESTRICTED CASH

Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets. As of March 31,September 30, 2019 and December 31, 2018, restricted cash consisted of the following (in thousands):
 March 31, December 31, September 30, December 31,
 2019 2018 2019 2018
Current restricted cash        
Liquefaction Project $217,706
 $289,141
 $131,749
 $289,141


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.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



NOTE 3—ACCOUNTS AND OTHER RECEIVABLES

As of September 30, 2019 and December 31, 2018, accounts and other receivables consisted of the following (in thousands):
  September 30, December 31,
  2019 2018
Trade receivable $23,821
 $51
Other accounts receivable 19,930
 24,938
Total accounts and other receivables $43,751
 $24,989


NOTE 4—INVENTORY

As of March 31,September 30, 2019 and December 31, 2018, inventory consisted of the following (in thousands):
 March 31, December 31, September 30, December 31,
 2019 2018 2019 2018
Natural gas $185
 $1,326
 $4,712
 $1,326
LNG 14,506
 
 12,390
 
Materials and other 46,817
 24,872
 53,628
 24,872
Total inventory $61,508
 $26,198
 $70,730
 $26,198


NOTE 4—5—PROPERTY, PLANT AND EQUIPMENT
 
As of March 31,September 30, 2019 and December 31, 2018, property, plant and equipment, net consisted of the following (in thousands):
 March 31, December 31, September 30, December 31,
 2019 2018 2019 2018
LNG terminal costs        
LNG terminal and interconnecting pipeline facilities $6,631,926
 $618,547
 $10,032,290
 $618,547
LNG site and related costs 275,895
 44,725
 275,959
 44,725
LNG terminal construction-in-process 4,729,518
 10,470,577
 2,202,516
 10,470,577
Accumulated depreciation (28,708) (7,416) (149,320) (7,416)
Total LNG terminal costs, net 11,608,631
 11,126,433
 12,361,445
 11,126,433
Fixed assets        
Fixed assets 15,436
 15,534
 18,838
 15,534
Accumulated depreciation (3,994) (3,142) (6,458) (3,142)
Total fixed assets, net 11,442
 12,392
 12,380
 12,392
Property, plant and equipment, net $11,620,073
 $11,138,825
 $12,373,825
 $11,138,825
 

Depreciation expense was $22.3$66.2 million and $0.3$3.4 million during the three months ended March 31,September 30, 2019 and 2018, respectively, and $145.6 million and $5.1 million during the nine months ended September 30, 2019 and 2018, respectively.

We realized offsets to LNG terminal costs of $74.2$73.7 million inand $156.1 million during the three and nine months ended March 31,September 30, 2019, respectively, that were related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of Train 1 of the Liquefaction Project, during the testing phase for its construction. We did not0t realize any offsets to LNG terminal costs induring the three and nine months ended March 31,September 30, 2018.

NOTE 5—6—DERIVATIVE INSTRUMENTS
 
We have entered into the following derivative instruments that are reported at fair value:
interest rate swaps (“Interest Rate Derivatives”) to hedge the exposure to volatility in a portion of the variable-ratefloating-rate interest payments on our credit facility (the “CCH Credit Facility”) and to hedge against changes in interest rates that could impact our anticipated future issuance of debt (“Interest Rate Forward Start Derivatives” and, collectively with the Interest Rate Derivatives, “CCH Interest Rate Derivatives”) and

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



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

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


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 as of March 31,September 30, 2019 and December 31, 2018, which are classified as derivative assets, derivative assets—related party, non-current derivative assets, non-current derivative assets—related party, derivative liabilities or non-current derivative liabilities in our Consolidated Balance Sheets (in thousands):
Fair Value Measurements as ofFair Value Measurements as of
March 31, 2019 December 31, 2018September 30, 2019 December 31, 2018
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
Quoted Prices in Active Markets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 Total 
Quoted Prices in Active Markets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 Total
Interest Rate Derivatives asset (liability)$
 $(19,095) $
 $(19,095) $
 $18,069
 $
 $18,069
$
 $(104,298) $
 $(104,298) $
 $18,069
 $
 $18,069
Interest Rate Forward Start Derivatives liability
 (67,840) 
 (67,840) 
 
 
 
Liquefaction Supply Derivatives asset (liability)(218) 5,115
 1,610
 6,507
 1,299
 2,990
 (4,357) (68)(4,710) (281) (102,379) (107,370) 1,299
 2,990
 (4,357) (68)


There have been no changes to our evaluation of and accounting for our derivative positions during the three months ended March 31, 2019. See Note 6—Derivative Instruments of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2018 for additional information.

We value our CCH 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-based approach incorporating present value techniques, as needed, using observable commodity price curves, when available, and other relevant data.
 
The fair value of our Physical Liquefaction Supply Derivatives is predominantly driven by observable and unobservable market commodity basis prices and, as applicable to our natural gas supply contracts, our assessment of the associated conditions precedent, including evaluating whether the respective market is available as pipeline infrastructure is developed. UponThe fair value of our Physical Liquefaction Supply Derivatives incorporates risk premiums related to the satisfaction of conditions precedent, includingsuch as completion and placement into service of relevant pipeline infrastructure to accommodate marketable physical gas flow, we recognize a gain or loss based onflow. As of September 30, 2019 and December 31, 2018, some of our Physical Liquefaction Supply Derivatives existed within markets for which the fair value of the respective naturalpipeline infrastructure was under development to accommodate marketable physical gas supply contracts.flow.

We include a portion of our Physical Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models which may be impacted by inputsincorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that aremarket participants would use in valuing the asset or liability. This includes assumptions about market risks, such as future prices of energy units for unobservable in the marketplace. The curves used to generate the fair value of our Physical Liquefaction Supply Derivatives are based on basis adjustments applied to forward curves for a liquid trading point. In addition, there may be observable liquid market basis information in the near term, but terms of a Physical Liquefaction Supply Derivativesperiods, liquidity, volatility and contract may exceed the period for which such information is available, resulting in a Level 3 classification. In these instances, the fair value of the contract incorporates extrapolation assumptions made in the determination of the market basis price for future delivery periods in which applicable commodity basis prices were either not observable or lacked corroborative market data. As of March 31, 2019 and December 31, 2018, some of our Physical Liquefaction Supply Derivatives existed within markets for which the pipeline infrastructure is under development to accommodate marketable physical gas flow.duration.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



The Level 3 fair value measurements of natural gas positions within our Physical Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas market basis spreads due to the contractual notional amount represented by our Level 3 positions, which is a substantial portion of our overall Physical Liquefaction Supply Derivatives portfolio. The following table includes quantitative information for the unobservable inputs for our Level 3 Physical Liquefaction Supply Derivatives as of March 31,September 30, 2019:
  
Net Fair Value AssetLiability
(in thousands)
 Valuation Approach Significant Unobservable Input Significant Unobservable Inputs Range
Physical Liquefaction Supply Derivatives $1,610(102,379) Market approach incorporating present value techniques Basis SpreadHenry Hub basis spread $(0.703)(0.708) - $0.050
Option pricing modelInternational LNG pricing spread, relative to Henry Hub143% - 199%



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 our Level 3 Physical Liquefaction Supply Derivatives, including those with related parties, during the three and nine months ended March 31,September 30, 2019 and 2018 (in thousands):
 Three Months Ended March 31, Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018 2019 2018
Balance, beginning of period $(4,357) $(91) $6,085
 $473
 $(4,357) $(91)
Realized and mark-to-market gains:    
Realized and mark-to-market gains (losses):        
Included in cost of sales 2,767
 351
 (124,899) 640
 (117,367) 614
Purchases and settlements:            
Purchases 962
 (467) 17,694
 5,118
 17,932
 5,708
Settlements 2,727
 
 (1,030) 
 1,653
 
Transfers out of Level 3 (1) (489) 
 (229) 
 (240) 
Balance, end of period $1,610
 $(207) $(102,379) $6,231
 $(102,379) $6,231
Change in unrealized gains (losses) relating to instruments still held at end of period $2,767
 $351
 $(124,899) $640
 $(117,367) $614

 
    
(1)Transferred to Level 2 as a result of observable market for the underlying natural gas purchase agreements.

Derivative assets and liabilities arising from our derivative contracts with the same counterparty are reported on a net basis, as all counterparty derivative contracts provide for net settlement.the unconditional right of set-off in the event of default. The use of derivative instruments exposes us to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments in instances when our derivative instruments are in an asset position. Additionally, counterparties are at risk that we evaluate our own abilitywill be unable to meet our commitments in instances where our derivative instruments are in a liability position. OurWe incorporate both our own nonperformance risk and the respective counterparty’s nonperformance risk in fair value measurements. In adjusting the fair value of our derivative instruments are subject to contractual provisions which providecontracts for the unconditional righteffect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, set-off for all derivative assetsrights and liabilities with a given counterparty in the event of default.guarantees.

CCH Interest Rate Derivatives

During the threenine months ended March 31,September 30, 2019, there were no changes to the terms of our Interest Rate Derivatives, which we entered into to protect against volatility of future cash flows and hedge a portion of the variable interest payments on the CCH Credit Facility.

In June 2019, we entered into the Interest Rate Forward Start Derivatives to hedge against changes in interest rates that could impact anticipated future issuance of debt by CCH, which is anticipated by the end of 2020.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



As of March 31,September 30, 2019, we had the following CCH Interest Rate Derivatives outstanding:
  Initial Notional Amount Maximum Notional Amount Effective Date Maturity Date Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received
Interest Rate Derivatives $28.8 million $4.7 billion 
May 20, 2015
 
May 31, 2022
 2.30% One-month LIBOR
Interest Rate Forward Start Derivatives$1.5 billion$1.5 billion
June 30, 2020
December 31, 2030
2.08%Three-month LIBOR


The following table shows the fair value and location of our CCH Interest Rate Derivatives on our Consolidated Balance Sheets (in thousands):
September 30, 2019 December 31, 2018
 March 31, December 31,Interest Rate Derivatives Interest Rate Forward Start Derivatives Total Interest Rate Derivatives Interest Rate Forward Start Derivatives Total
Consolidated Balance Sheet Location 2019 2018           
Derivative assets $3,985
 $10,556
$
 $
 $
 $10,556
 $
 $10,556
Non-current derivative assets 316
 7,918

 
 
 7,918
 
 7,918
Total derivative assets 4,301
 18,474






18,474



18,474
        

     

Derivative liabilities (160) (7)(30,108) (46,294) (76,402) (7) 
 (7)
Non-current derivative liabilities (23,236) (398)(74,190) (21,546) (95,736) (398) 
 (398)
Total derivative liabilities (23,396) (405)(104,298)
(67,840)
(172,138)
(405)


(405)
               
Derivative asset (liability), net $(19,095) $18,069
$(104,298)

$(67,840)
$(172,138)
$18,069

$

$18,069



CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



The following table shows the changes in the fair value and settlements of our CCH Interest Rate Derivatives recorded in derivative gain (loss), net on our Consolidated Statements of Operations during the three and nine months ended March 31,September 30, 2019 and 2018 (in thousands):
 Three Months Ended March 31,
 2019 2018
Interest Rate Derivatives gain (loss)$(35,087) $68,849
  Three Months Ended September 30, Nine Months Ended September 30,
  2019 2018 2019 2018
Interest Rate Derivatives gain (loss) $(16,638) $21,818
 $(118,906) $119,233
Interest Rate Forward Start Derivatives loss (61,200) 
 (67,840) 

Liquefaction Supply Derivatives

CCL has entered into primarily index-based physical natural gas supply contracts and associated economic hedges to purchase natural gas for the commissioning and operation of the Liquefaction Project. The terms of the physical natural gas supply contracts range up to eight years, some of which commence upon the satisfaction of certain conditions precedent.

As of March 31,September 30, 2019 and December 31, 2018, CCL had secured up to approximately 2,8053,065 TBtu and 2,801 TBtu, respectively, of natural gas feedstock through natural gas supply contracts.contracts, of which 122 TBtu and 55 TBtu, respectively, were for a natural gas supply contract CCL has with a related party. The forward notional for our Liquefaction Supply Derivatives was approximately 2,9383,213 TBtu and 2,854 TBtu as of March 31,September 30, 2019 and December 31, 2018, respectively.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



The following table shows the fair value and location of our Liquefaction Supply Derivatives on our Consolidated Balance Sheets (in thousands):
 Fair Value Measurements as of (1) Fair Value Measurements as of (1)
Consolidated Balance Sheet Location March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
Derivative assets $7,998
 $7,203
 $18,426
 $5,071
Derivative assets—related party 126
 2,132
Non-current derivative assets 5,441
 14,495
 9,822
 11,114
Non-current derivative assets—related party 1,315
 3,381
Total derivative assets 13,439

21,698
 29,689

21,698
        
Derivative liabilities (1,333) (13,569) (22,473) (13,569)
Non-current derivative liabilities (5,599) (8,197) (114,586) (8,197)
Total derivative liabilities (6,932) (21,766) (137,059) (21,766)
        
Derivative asset (liability), net $6,507
 $(68)
Derivative liability, net $(107,370) $(68)

 
(1)Does not include collateral calls of $3.8$10.4 million and $4.5 million for such contracts, which are included in other current assets in our Consolidated Balance Sheets as March 31,of September 30, 2019 and December 31, 2018, respectively.

The following table shows the changes in the fair value, settlements and location of our Liquefaction Supply Derivatives recorded on our Consolidated Statements of Operations during the three and nine months ended March 31,September 30, 2019 and 2018 (in thousands):
 Three Months Ended March 31,Consolidated Statements of Operations Location (1)Three Months Ended September 30, Nine Months Ended September 30,
Statement of Operations Location (1) 2019 20182019 2018 2019 2018
Liquefaction Supply Derivatives gainLNG revenues $811
 $
LNG revenues$91
 $
 $17
 $
Liquefaction Supply Derivatives gain (loss)Cost of sales 6,053
 (116)Cost of sales(113,374) 10,507
 (102,757) 9,357
Liquefaction Supply Derivatives lossCost of sales—related party(981) 
 (4,072) 
 
(1)Does not include the realized value associated with derivative instruments 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.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Consolidated Balance Sheet Presentation

Our derivative instruments are presented on a net basis on our Consolidated Balance Sheets as described above. The following table shows the fair value of our derivatives outstanding on a gross and net basis (in thousands):
  Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets
Offsetting Derivative Assets (Liabilities)   
As of March 31, 2019      
Interest Rate Derivatives $4,893
 $(592) $4,301
Interest Rate Derivatives (23,453) 57
 (23,396)
Liquefaction Supply Derivatives 16,984
 (3,545) 13,439
Liquefaction Supply Derivatives (10,876) 3,944
 (6,932)
As of December 31, 2018      
Interest Rate Derivatives $19,520
 $(1,046) $18,474
Interest Rate Derivatives (413) 8
 (405)
Liquefaction Supply Derivatives 31,770
 (10,072) 21,698
Liquefaction Supply Derivatives (29,996) 8,230
 (21,766)


NOTE 6—OTHER NON-CURRENT ASSETS

As of March 31, 2019 and December 31, 2018, other non-current assets, net consisted of the following (in thousands):
  March 31, December 31,
  2019 2018
Advances and other asset conveyances to third parties to support LNG terminals $18,068
 $18,209
Operating lease assets 7,718
 
Tax-related payments and receivables 3,600
 3,783
Information technology service assets 1,901
 2,435
Other 8,732
 7,282
Total other non-current assets, net $40,019
 $31,709


NOTE 7—ACCRUED LIABILITIES
As of March 31, 2019 and December 31, 2018, accrued liabilities consisted of the following (in thousands): 
  March 31, December 31,
  2019 2018
Interest costs and related debt fees $65,369
 $994
Accrued natural gas purchases 81,201
 91,910
Liquefaction Project costs 148,108
 46,964
Other 12,254
 22,337
Total accrued liabilities $306,932
 $162,205
  Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts Presented in the Consolidated Balance Sheets
Offsetting Derivative Assets (Liabilities)   
As of September 30, 2019      
Interest Rate Derivatives $(104,309) $11
 $(104,298)
Interest Rate Forward Start Derivatives (67,840) 
 (67,840)
Liquefaction Supply Derivatives 53,157
 (23,468) 29,689
Liquefaction Supply Derivatives (145,220) 8,161
 (137,059)
As of December 31, 2018      
Interest Rate Derivatives $19,520
 $(1,046) $18,474
Interest Rate Derivatives (413) 8
 (405)
Liquefaction Supply Derivatives 31,770
 (10,072) 21,698
Liquefaction Supply Derivatives (29,996) 8,230
 (21,766)



CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



NOTE 7—OTHER NON-CURRENT ASSETS

As of September 30, 2019 and December 31, 2018, other non-current assets, net consisted of the following (in thousands):
  September 30, December 31,
  2019 2018
Advances and other asset conveyances to third parties to support LNG terminals $17,760
 $18,209
Operating lease assets 7,009
 
Tax-related payments and receivables 3,300
 3,783
Information technology service prepayments 2,789
 2,435
Advances made under EPC and non-EPC contracts 2,733
 
Other 10,875
 7,282
Total other non-current assets, net $44,466
 $31,709


NOTE 8—ACCRUED LIABILITIES
As of September 30, 2019 and December 31, 2018, accrued liabilities consisted of the following (in thousands): 
  September 30, December 31,
  2019 2018
Interest costs and related debt fees $64,320
 $994
Accrued natural gas purchases 129,480
 91,910
Liquefaction Project costs 169,247
 46,964
Other 29,739
 22,337
Total accrued liabilities $392,786
 $162,205


NOTE 9—DEBT

As of March 31,September 30, 2019 and December 31, 2018, our debt consisted of the following (in thousands): 
 March 31, December 31, September 30, December 31,
 2019 2018 2019 2018
Long-term debt        
7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”) $1,250,000
 $1,250,000
 $1,250,000
 $1,250,000
5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”) 1,500,000
 1,500,000
 1,500,000
 1,500,000
5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”) 1,500,000
 1,500,000
 1,500,000
 1,500,000
4.80% Senior Secured Notes due 2039 (“4.80% CCH Senior Notes”) 727,000
 
CCH Credit Facility 5,646,737
 5,155,737
 5,340,412
 5,155,737
Unamortized premium, discount and debt issuance costs, net (163,479) (160,185)
Unamortized debt issuance costs (151,543) (160,185)
Total long-term debt, net 9,733,258
 9,245,552
 10,165,869
 9,245,552
        
Current debt        
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) 
 168,000
 
 168,000
Total debt, net $9,733,258
 $9,413,552
 $10,165,869
 $9,413,552


2019 Debt Issuances and Terminations

4.80% CCH Senior Notes

In September 2019, we issued an aggregate principal amount of $727 million of the 4.80% CCH Senior Notes in a private placement conducted pursuant to Section 4(a)(2) of the Securities Act. The 4.80% CCH Senior Notes were issued under an indenture dated as of September 27, 2019 (the “2019 CCH Indenture”) pursuant to a note purchase agreement with the purchasers party thereto and Allianz Global Investors GmbH, as noteholder consultant, originally entered into in June 2019. The 4.80% CCH Senior Notes are jointly and severally guaranteed by each of our subsidiaries CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”). The proceeds of the notes were used to prepay a portion of the outstanding balance of the CCH Credit Facility, resulting in the recognition of debt extinguishment costs of $12.6 million for the three and nine months ended September 30, 2019 relating to the write off of unamortized debt discounts and issuance costs. The 4.80% CCH Senior Notes

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



accrue interest at a fixed rate of 4.80% per annum and are fully amortizing according to a fixed sculpted amortization schedule with semi-annual payments of interest starting December 2019 and semi-annual payments of principal starting June 2027. The 4.80% CCH Senior Notes have a weighted average life of 15 years.

The 4.80% CCH Senior Notes are our senior secured obligation, ranking senior in right of payment to any and all of our future indebtedness that is subordinated to the 4.80% CCH Senior Notes and equal in right of payment with our other existing and future indebtedness that is senior and secured by the same collateral securing the 4.80% CCH Senior Notes. The 4.80% CCH Senior Notes are secured by a first-priority security interest in substantially all of our and our Guarantors’ assets.

At any time prior to June 30, 2039, we may redeem all or a part of the 4.80% CCH Senior Notes at a redemption price equal to the “make-whole” price set forth in the 2019 CCH Indenture, plus accrued and unpaid interest, if any, to the date of redemption. We also may at any time on or after June 30, 2039, redeem the 4.80% CCH Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 4.80% CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

The 2019 CCH Indenture contains customary terms and events of default and certain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of our restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to us or any of our restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of our properties or assets and our restricted subsidiaries taken as a whole; or permit any Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets. The 2019 CCH Indenture covenants are subject to a number of important limitations and exceptions.

CCH Credit Facility

As part of the capital allocation framework announced by Cheniere in June 2019, we prepaid $70 million of outstanding borrowings under the CCH Credit Facility during the three and nine months ended September 30, 2019. The prepayment resulted in the recognition of debt extinguishment costs of $1.2 million for the three and nine months ended September 30, 2019.

Credit Facilities

Below is a summary of our credit facilities outstanding as of March 31,September 30, 2019 (in thousands):
 CCH Credit Facility CCH Working Capital Facility CCH Credit Facility CCH Working Capital Facility
Original facility size $8,403,714
 $350,000
 $8,403,714
 $350,000
Incremental commitments 1,565,961
 850,000
 1,565,961
 850,000
Less:        
Outstanding balance 5,646,737
 
 5,340,412
 
Commitments terminated 3,832,263
 
 4,629,263
 
Letters of credit issued 
 321,154
 
 582,627
Available commitment $490,675

$878,846
 $

$617,373
        
Interest rate LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%
Interest rate on available balance LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%
Weighted average interest rate of outstanding balance 4.25% n/a 3.79% n/a
Maturity date 
June 30, 2024
 
June 29, 2023
 
June 30, 2024
 
June 29, 2023


Restrictive Debt Covenants

As of March 31,September 30, 2019, we were in compliance with all covenants related to our debt agreements.

Interest Expense

Total interest expense consisted of the following (in thousands):
 Three Months Ended March 31,
 2019 2018
Total interest cost$132,663
 $101,195
Capitalized interest, including amounts capitalized as an Allowance for Funds Used During Construction(120,905) (101,195)
Total interest expense, net$11,758
 $



CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Interest Expense

Total interest expense consisted of the following (in thousands):
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
Total interest cost$137,278
 $117,834
 $407,911
 $325,648
Capitalized interest, including amounts capitalized as an Allowance for Funds Used During Construction(46,748) (117,834) (232,571) (325,648)
Total interest expense, net$90,530
 $
 $175,340
 $


Fair Value Disclosures

The following table shows the carrying amount, which is net of unamortized premium, discount and debt issuance costs, and estimated fair value of our debt (in thousands):
 March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
 Carrying
Amount
 Estimated
Fair Value
 Carrying
Amount
 Estimated
Fair Value
 Carrying
Amount
 Estimated
Fair Value
 Carrying
Amount
 Estimated
Fair Value
Senior notes (1) $4,193,580
 $4,597,500
 $4,191,754
 $4,228,750
 $4,197,320
 $4,750,700
 $4,191,754
 $4,228,750
Credit facilities (2) 5,539,678
 5,539,678
 5,221,798
 5,221,798
4.80% CCH Senior Notes (2) 720,380
 767,684
 
 
Credit facilities (3) 5,248,169
 5,248,169
 5,221,798
 5,221,798
 
(1)Includes 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes, (collectively with the “CCH4.80% CCH Senior Notes”Notes, the "CCH Senior Notes"). The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the CCH Senior Notes and other similar instruments.
(2)The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. 
(3)Includes CCH Credit Facility and CCH Working Capital Facility. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

NOTE 9—10—REVENUES FROM CONTRACTS WITH CUSTOMERS

For the three months ended March 31, 2019, the entire balanceThe following table represents a disaggregation of LNG revenues—affiliate represented revenue earned from contracts with customers during the three and the entire balance of LNG revenues represented gains from derivative instruments, including a portion of derivative instruments that settled through physical delivery.nine months ended September 30, 2019 and 2018 (in thousands):
  Three Months Ended September 30, Nine Months Ended September 30,
  2019 2018 2019 2018
LNG revenues $219,530
 $
 $351,185
 $
LNG revenues—affiliate 166,938
 
 441,511
 
Total revenues from customers 386,468
 
 792,696
 
Net derivative gains (1) 91
 
 17
 
Total revenues $386,559
 $
 $792,713
 $
(1)    See Note 6—Derivative Instruments for additional information about our derivatives.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Transaction Price Allocated to Future Performance Obligations

Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31,September 30, 2019 and December 31, 2018:
 March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
 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 $33.9
 11 $33.9
 12 $33.7
 11 $33.9
 12
LNG revenues—affiliate 1.0
 14 1.0
 14 1.0
 13 1.0
 14
Total revenues $34.9
 $34.9
  $34.7
 $34.9
 
 
    
(1)The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

We have elected the following exemptions which omit certain potential future sources of revenue from the table above:
(1)We omit from the table above all performance obligations that are part of a contract that has an original expected duration of one year or less.
(2)We omit from the table above all variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The table above excludes substantially all variable consideration under our SPAs. The amount of revenue from variable fees that is not included in the transaction price will vary based on the future prices of Henry Hub throughout the contract terms, to the extent customers elect to take delivery of their LNG, and adjustments to the consumer price index. Certain of our contracts contain additional variable consideration based on the outcome of contingent events and the movement of various indexes. 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. Approximately 42% during the three months ended September 30, 2019 and approximately 43% during the nine months ended September 30, 2019 of our LNG revenues during the respective periods were related to variable consideration received from customers. All of our LNG revenues—affiliate were related to variable consideration received from customers during the three and nine months ended March 31,September 30, 2019.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



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


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



NOTE 10—11—RELATED PARTY TRANSACTIONS

Below is a summary of our related party transactions as reported on our Consolidated Statements of Operations for the three and nine months ended March 31,September 30, 2019 and 2018 (in thousands):
Three Months Ended March 31, Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018 2019 2018
Revenues—affiliate
Cheniere Marketing SPA and Cheniere Marketing Base SPA$93,025
 $
LNG revenues—affiliateLNG revenues—affiliate       
Cheniere Marketing AgreementsCheniere Marketing Agreements$160,896
 $
 $435,469
 $
Contracts for Sale and Purchase of Natural Gas and LNGContracts for Sale and Purchase of Natural Gas and LNG6,042
 
 6,042
 
Total LNG revenues—affiliateTotal LNG revenues—affiliate166,938
 
 441,511
 
       
Cost of sales—affiliateCost of sales—affiliate       
Contracts for Sale and Purchase of Natural Gas and LNGContracts for Sale and Purchase of Natural Gas and LNG1,692
 
 1,692
 
       
Cost of sales—related partyCost of sales—related partyCost of sales—related party       
Natural Gas Supply AgreementNatural Gas Supply Agreement9,711
 
Natural Gas Supply Agreement23,269
 
 59,022
 
       
Operating and maintenance expense—affiliateOperating and maintenance expense—affiliateOperating and maintenance expense—affiliate       
Services AgreementsServices Agreements5,071
 233
Services Agreements15,685
 1,302
 36,026
 1,890
Lease Agreements176
 233
Land AgreementsLand Agreements189
 223
 554
 652
Other AgreementsOther Agreements
 (3) 
 (3)
Total operating and maintenance expense—affiliateTotal operating and maintenance expense—affiliate5,247
 466
Total operating and maintenance expense—affiliate15,874
 1,522
 36,580
 2,539
       
Development expense—affiliateDevelopment expense—affiliate       
Services AgreementsServices Agreements23
 
 61
 
       
General and administrative expense—affiliateGeneral and administrative expense—affiliateGeneral and administrative expense—affiliate       
Services AgreementsServices Agreements1,155
 403
Services Agreements3,214
 607
 6,776
 1,605


We had $17.0$19.2 million and $25.1 million due to affiliates as of March 31,September 30, 2019 and December 31, 2018, respectively, under agreements with affiliates, as described below.

LNG Sale and Purchase Agreements

CCL has a fixed price SPA with Cheniere Marketing International LLP (“Cheniere Marketing”) (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, (2) any LNG produced from the end of the commissioning period for Train 1 until the date of first commercial delivery of LNG from Train 1 and (3) any excess LNG produced by the Liquefaction Facilities that is not committed to customers under third-party SPAs. Under the Cheniere Marketing Base SPA, Cheniere Marketing may, without charge, elect to suspend deliveries of cargoes (other than commissioning cargoes) scheduled for any month under the applicable annual delivery program by providing specified notice in advance. Additionally, CCL has a fixed price SPA with an approximate term of 23 years with Cheniere Marketing which allows them to purchase volumes of approximately 15 TBtu per annum of LNG. As of March 31,September 30, 2019 and December 31, 2018, CCL had $43.8$48.7 million and $21.1 million of accounts receivable—affiliate, respectively, under these agreements.

Services Agreements

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

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

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



substantial completion of each Train of the Liquefaction Facilities, for services performed while the Liquefaction Facilities is operational, CCL will pay, in addition to the reimbursement of operating expenses, a fixed monthly fee of $125,000 (indexed for inflation) for services with respect to such Train.

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)




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

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

CCP has an O&M Agreement (“CCP O&M Agreement”) with O&M Services pursuant to which CCP receives all of the necessary services required to construct, operate and maintain the Corpus Christi Pipeline. The services to be provided include, among other services, preparing and maintaining staffing plans, identifying and arranging for procurement of equipment and materials, overseeing contractors, 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 Facilities, excluding those matters provided for under the G&P Agreement and the CCL O&M Agreement. The services include, among other services, exercising the day-to-day management of CCL’s affairs and business, managing CCL’s regulatory matters, preparing status reports, providing contract administration services for all contracts associated with the Liquefaction Facilities and obtaining insurance. Prior to the substantial completion of each Train of the Liquefaction Facilities, no monthly fee payment is required except for reimbursement of expenses. After substantial completion of each Train, CCL will pay, in addition to the reimbursement of related expenses, a monthly fee equal to 3% of the capital expenditures incurred in the previous month and a fixed monthly fee of $375,000 for services with respect to such Train.

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

Natural Gas Supply Agreement

CCL has entered into a natural gas supply contract to obtain feed gas for the operation of the Liquefaction Project through March 2022 with a related party in the ordinary course of business. AsCCL recorded $23.2 million and $59.0 million in cost of March 31,sales—related party under this contract during the three and nine months ended September 30, 2019, we had $5.0respectively. Of this amount, $1.4 million and 0 was included in accrued liabilities—related party as of September 30, 2019 and December 31, 2018, respectively. CCL did 0t have any transactions during the three and nine months ended September 30, 2018 under this contract. CCL also has recorded derivative assets—related party of $0.1 million and $2.1 million and non-current derivative assets—related party of $1.3 million and $3.4 million as of September 30, 2019 and December 31, 2018, respectively, related to this agreement.contract.

Agreements with Midship Pipeline

CCL has entered into a transportation precedent agreement and a negotiated rate agreement with Midship Pipeline Company, LLC (“Midship Pipeline”) to secure firm pipeline transportation capacity for a period of 10 years following commencement of the approximately 200-mile natural gas pipeline project which Midship Pipeline is constructing. In May 2018, CCL issued a letter of credit to Midship Pipeline for drawings up to an aggregate maximum amount of $16.2 million. Midship Pipeline had not made any drawings on this letter of credit as of March 31, 2019.

Land Agreements

We had $42 thousand and $0.3 million as of March 31, 2019 and December 31, 2018, respectively, of prepaid expenses related to these agreements in other current assets—affiliate.

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



of credit to Midship Pipeline for drawings up to an aggregate maximum amount of $16.2 million. Midship Pipeline had 0t made any drawings on this letter of credit as of September 30, 2019.

Contracts for Sale and Purchase of Natural Gas and LNG

We have an agreement with SPL that allows us to sell and purchase natural gas with CCL. Natural gas sold and purchased under this agreement are recorded as LNG revenues—affiliate and cost of sales—affiliate, respectively.

We also have an agreement with Midship Pipeline to that allows us to sell and purchase natural gas with CCL. We did not have any transactions under this agreement during the three and nine months ended September 30, 2019.

Land Agreements

Lease Agreements

CCL has agreements with Cheniere Land Holdings, LLC (“Cheniere Land Holdings”), a wholly owned subsidiary of Cheniere, to lease the land owned by Cheniere Land Holdings for the Liquefaction Facilities. The total annual lease payment is $0.6 million, and the terms of the agreements range from three years to five years.

Easement Agreements

CCL has agreements with Cheniere Land Holdings which grant CCL easements on land owned by Cheniere Land Holdings for the Liquefaction Facilities. 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 years to five years.

Dredge Material Disposal Agreement

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

Tug Hosting Agreement

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

State Tax Sharing Agreements
CCL has a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCL and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, CCL will pay to Cheniere an amount equal to the state and local tax that CCL would be required to pay if CCL’s state and local tax liability were calculated on a separate company basis. There have been no0 state and local taxes paid by Cheniere for which Cheniere could have demanded payment from CCL under this agreement; therefore, Cheniere has not demanded any such payments from CCL. The agreement is effective for tax returns due on or after May 2015.

CCP has a state tax sharing agreement with Cheniere. Under this agreement, Cheniere has agreed to prepare and file all state and local tax returns which CCP and Cheniere are required to file on a combined basis and to timely pay the combined state and local tax liability. If Cheniere, in its sole discretion, demands payment, CCP will pay to Cheniere an amount equal to the state and local tax that CCP would be required to pay if CCP’s state and local tax liability were calculated on a separate company basis. There have been no0 state and local taxes paid by Cheniere for which Cheniere could have demanded payment from CCP under

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



this agreement; therefore, Cheniere has not demanded any such payments from CCP. The agreement is effective for tax returns due on or after May 2015.

Equity Contribution Agreements

Equity Contribution Agreement

In May 2018, we amended and restated the existing equity contribution agreement with Cheniere (the “Equity Contribution Agreement”) pursuant to which Cheniere agreed to provide cash contributions up to approximately $1.1 billion, not including $2.0 billion previously contributed under the original equity contribution agreement. As of March 31,September 30, 2019, we have not received any$333.0 million in contributions under the Equity Contribution Agreement.Agreement and Cheniere willhas posted $876.0 million of letters of credit on our behalf. Cheniere is only be required to make additional contributions under the Equity Contribution Agreement after the commitments under the CCH Credit Facility have been reduced to zero0 and to the extent cash flows from operations of the Liquefaction Project are unavailable for Liquefaction Project costs.

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Early Works Equity Contribution Agreement

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

NOTE 11—12—CUSTOMER CONCENTRATION
The following table shows customers with revenues of 10% or greater of total revenues from external customers and customers with accounts receivable balances of 10% or greater of total accounts receivable from external customers:
  Percentage of Total Revenues from External Customers Percentage of Accounts Receivable from External Customers
  Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31,
  2019 2018 2019 2018 2019 2018
Customer A 61% —% 51% —% 53% —%
Customer B * —% 12% —% —% —%
Customer C 29% —% 18% —% —% —%
Customer D * —% * —% 20% —%
* Less than 10%

NOTE 13—SUPPLEMENTAL CASH FLOW INFORMATION

The following table provides supplemental disclosure of cash flow information (in thousands):
 Three Months Ended March 31,
 2019 2018
Cash paid during the period for interest, net of amounts capitalized$
 $64,656
 Nine Months Ended September 30,
 2019 2018
Cash paid during the period for interest, net of amounts capitalized$137,187
 $48,742
Noncash capital contribution for conveyance of property, plant and equipment from affiliate
 51,412


The balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate) was $221.2$214.9 million and $213.4$285.8 million as of March 31,September 30, 2019 and 2018, respectively.


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



NOTE 12—14—SUPPLEMENTAL GUARANTOR INFORMATION

Our CCH Senior Notes are jointly and severally guaranteed by our subsidiaries, CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”). These guarantees are full and unconditional, subject to certain customary release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of the Guarantors, (2) the designation of the Guarantor as an “unrestricted subsidiary” in accordance with the indenture governing the CCH Indenture,Senior Notes, (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indenture and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 9—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2018 for additional information regarding the CCH Senior Notes.

The following is condensed consolidating financial information for CCH (“Parent Issuer”) and the Guarantors. We did not have any non-guarantor subsidiaries as of March 31,September 30, 2019.

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Balance Sheet
March 31, 2019
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
ASSETS       
Current assets       
Cash and cash equivalents$
 $
 $
 $
Restricted cash208,319
 9,387
 
 217,706
Receivables
 15,584
 
 15,584
Accounts receivable—affiliate
 43,825
 
 43,825
Advances to affiliate
 78,498
 
 78,498
Inventory
 61,508
 
 61,508
Derivative assets3,985
 7,998
 
 11,983
Other current assets45
 9,461
 
 9,506
Other current assets—affiliate
 44
 (1) 43
Total current assets212,349
 226,305
 (1) 438,653
        
Property, plant and equipment, net1,213,444
 10,406,629
 
 11,620,073
Debt issuance and deferred financing costs, net27,018
 
 
 27,018
Non-current derivative assets316
 5,441
 
 5,757
Investments in subsidiaries10,533,546
 
 (10,533,546) 
Other non-current assets, net
 40,019
 
 40,019
Total assets$11,986,673
 $10,678,394
 $(10,533,547) $12,131,520
        
LIABILITIES AND MEMBER’S EQUITY       
Current liabilities       
Accounts payable$84
 $20,713
 $
 $20,797
Accrued liabilities65,520
 241,412
 
 306,932
Accrued liabilities—related party
 5,040
 
 5,040
Due to affiliates150
 16,852
 
 17,002
Derivative liabilities160
 1,333
 
 1,493
Other current liabilities
 1,104
 
 1,104
Other current liabilities—affiliate
 897
 
 897
Total current liabilities65,914
 287,351
 
 353,265
        
Long-term debt, net9,733,258
 
 
 9,733,258
Non-current derivative liabilities23,236
 5,599
 
 28,835
Deferred tax liabilities
 1,104
 (1,104) 
Other non-current liabilities
 5,457
 
 5,457
Other non-current liabilities—affiliate
 835
 
 835
        
Member’s equity2,164,265
 10,378,048
 (10,532,443) 2,009,870
Total liabilities and member’s equity$11,986,673
 $10,678,394
 $(10,533,547) $12,131,520




CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Balance Sheet
December 31, 2018
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
ASSETS       
Current assets       
Cash and cash equivalents$
 $
 $
 $
Restricted cash282,248
 6,893
 
 289,141
Receivables
 24,989
 
 24,989
Accounts receivable—affiliate
 21,060
 
 21,060
Advances to affiliate
 94,397
 
 94,397
Inventory
 26,198
 
 26,198
Derivative assets10,556
 7,203
 
 17,759
Other current assets178
 15,039
 
 15,217
Other current assets—affiliate
 634
 (1) 633
Total current assets292,982
 196,413
 (1) 489,394
        
Property, plant and equipment, net1,094,671
 10,044,154
 
 11,138,825
Debt issuance and deferred financing costs, net38,012
 
 
 38,012
Non-current derivative assets7,917
 14,496
 
 22,413
Investments in subsidiaries10,194,296
 
 (10,194,296) 
Other non-current assets, net1
 31,708
 
 31,709
Total assets$11,627,879
 $10,286,771
 $(10,194,297) $11,720,353
        
LIABILITIES AND MEMBER’S EQUITY       
Current liabilities       
Accounts payable$71
 $16,131
 $
 $16,202
Accrued liabilities1,242
 160,963
 
 162,205
Current debt168,000
 
 
 168,000
Due to affiliates
 25,086
 
 25,086
Derivative liabilities6
 13,570
 
 13,576
Total current liabilities169,319
 215,750
 
 385,069
        
Long-term debt, net9,245,552
 
 
 9,245,552
Non-current derivative liabilities398
 8,197
 
 8,595
Deferred tax liability
 2,008
 (2,008) 
        
Member’s equity2,212,610
 10,060,816
 (10,192,289) 2,081,137
Total liabilities and member’s equity$11,627,879
 $10,286,771
 $(10,194,297) $11,720,353










CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2019
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
        
Revenues       
LNG revenues$
 $13,056
 $
 $13,056
LNG revenues—affiliate
 93,025
 
 93,025
Total revenues

106,081



106,081
        
Operating costs and expenses       
Cost of sales (excluding depreciation and amortization expense shown separately below)
 59,341
 
 59,341
Cost of sales—related party
 9,711
 
 9,711
Operating and maintenance expense
 31,855
 
 31,855
Operating and maintenance expense—affiliate
 5,247
 
 5,247
General and administrative expense411
 1,126
 
 1,537
General and administrative expense—affiliate
 1,155
 
 1,155
Depreciation and amortization expense2,065
 20,259
 
 22,324
Impairment expense and gain on disposal of assets
 313
 
 313
Total operating costs and expenses2,476
 129,007
 
 131,483
        
Loss from operations(2,476)
(22,926)


(25,402)
        
Other income (expense)       
Interest expense, net of capitalized interest(11,758) 
 
 (11,758)
Derivative loss, net(35,087) 
 
 (35,087)
Other income893
 149
 (72) 970
Total other income (expense)(45,952) 149
 (72) (45,875)
        
Loss before income taxes(48,428) (22,777) (72) (71,277)
Income tax benefit
 904
 (904) 
        
Net loss$(48,428) $(21,873) $(976) $(71,277)
Condensed Consolidating Balance Sheet
September 30, 2019
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
ASSETS       
Current assets       
Cash and cash equivalents$
 $
 $
 $
Restricted cash128,848
 2,901
 
 131,749
Accounts and other receivables
 43,751
 
 43,751
Accounts receivable—affiliate
 48,662
 
 48,662
Advances to affiliate
 95,021
 
 95,021
Inventory
 70,730
 
 70,730
Derivative assets
 18,426
 
 18,426
Derivative assets—related party
 126
 
 126
Other current assets349
 22,759
 
 23,108
Other current assets—affiliate
 18
 
 18
Total current assets129,197
 302,394
 
 431,591
        
Property, plant and equipment, net1,311,970
 11,061,855
 
 12,373,825
Debt issuance and deferred financing costs, net15,745
 
 
 15,745
Non-current derivative assets
 9,822
 
 9,822
Non-current derivative assets—related party
 1,315
 
 1,315
Investments in subsidiaries11,173,355
 
 (11,173,355) 
Other non-current assets, net
 44,466
 
 44,466
Total assets$12,630,267
 $11,419,852
 $(11,173,355) $12,876,764
        
LIABILITIES AND MEMBER’S EQUITY       
Current liabilities       
Accounts payable$47
 $24,409
 $
 $24,456
Accrued liabilities66,115
 326,671
 
 392,786
Accrued liabilities—related party
 1,429
 
 1,429
Due to affiliates325
 18,914
 
 19,239
Derivative liabilities76,402
 22,473
 
 98,875
Other current liabilities
 1,255
 
 1,255
Other current liabilities—affiliate
 316
 
 316
Total current liabilities142,889
 395,467
 
 538,356
        
Long-term debt, net10,165,869
 
 
 10,165,869
Non-current derivative liabilities95,736
 114,586
 
 210,322
Deferred tax liabilities
 3,988
 (3,988) 
Other non-current liabilities
 9,849
 
 9,849
Other non-current liabilities—affiliate
 844
 
 844
        
Member’s equity2,225,773
 10,895,118
 (11,169,367) 1,951,524
Total liabilities and member’s equity$12,630,267
 $11,419,852
 $(11,173,355) $12,876,764


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2018
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
        
LNG revenues—affiliate$
 $
 $
 $
        
Operating costs and expenses       
Cost of sales (excluding depreciation and amortization expense shown separately below)
 116
 
 116
Operating and maintenance expense
 850
 
 850
Operating and maintenance expense—affiliate
 466
 
 466
Development expense
 34
 
 34
General and administrative expense99
 751
 
 850
General and administrative expense—affiliate
 403
 
 403
Depreciation and amortization expense13
 358
 
 371
Total operating costs and expenses112
 2,978
 
 3,090
        
Loss from operations(112) (2,978) 
 (3,090)
        
Other income (expense)       
Derivative gain, net68,849
 
 
 68,849
Other income (expense)(68) 4,476
 (4,475) (67)
Total other income68,781
 4,476
 (4,475) 68,782
        
Income before income taxes68,669
 1,498
 (4,475) 65,692
Income tax provision
 (897) 897
 
Net income$68,669
 $601
 $(3,578) $65,692
Condensed Consolidating Balance Sheet
December 31, 2018
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
ASSETS       
Current assets       
Cash and cash equivalents$
 $
 $
 $
Restricted cash282,248
 6,893
 
 289,141
Accounts and other receivables
 24,989
 
 24,989
Accounts receivable—affiliate
 21,060
 
 21,060
Advances to affiliate
 94,397
 
 94,397
Inventory
 26,198
 
 26,198
Derivative assets10,556
 5,071
 
 15,627
Derivative assets—related party
 2,132
 
 2,132
Other current assets178
 15,039
 
 15,217
Other current assets—affiliate
 634
 (1) 633
Total current assets292,982
 196,413
 (1) 489,394
        
Property, plant and equipment, net1,094,671
 10,044,154
 
 11,138,825
Debt issuance and deferred financing costs, net38,012
 
 
 38,012
Non-current derivative assets7,917
 11,115
 
 19,032
Non-current derivative assets—related party
 3,381
 
 3,381
Investments in subsidiaries10,194,296
 
 (10,194,296) 
Other non-current assets, net1
 31,708
 
 31,709
Total assets$11,627,879
 $10,286,771
 $(10,194,297) $11,720,353
        
LIABILITIES AND MEMBER’S EQUITY       
Current liabilities       
Accounts payable$71
 $16,131
 $
 $16,202
Accrued liabilities1,242
 160,963
 
 162,205
Current debt168,000
 
 
 168,000
Due to affiliates
 25,086
 
 25,086
Derivative liabilities6
 13,570
 
 13,576
Total current liabilities169,319
 215,750
 
 385,069
        
Long-term debt, net9,245,552
 
 
 9,245,552
Non-current derivative liabilities398
 8,197
 
 8,595
Deferred tax liability
 2,008
 (2,008) 
        
Member’s equity2,212,610
 10,060,816
 (10,192,289) 2,081,137
Total liabilities and member’s equity$11,627,879
 $10,286,771
 $(10,194,297) $11,720,353





CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2019
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
Cash flows provided by (used in) operating activities$282
 $(19,243) $(2,854) $(21,815)
        
Cash flows from investing activities       
Property, plant and equipment, net(55,100) (315,309) 
 (370,409)
Investments in subsidiaries(561,104) 
 561,104
 
Distributions received from affiliates219,142
 
 (219,142) 
Other
 (2,062) 
 (2,062)
Net cash used in investing activities(397,062) (317,371) 341,962
 (372,471)
        
Cash flows from financing activities       
Proceeds from issuances of debt692,000
 
 
 692,000
Repayments of debt(369,000) 
 
 (369,000)
Debt issuance and deferred financing costs(159) 
 
 (159)
Capital contributions10
 561,104
 (561,104) 10
Distributions
 (221,996) 221,996
 
Net cash provided by financing activities322,851
 339,108
 (339,108) 322,851
        
Net increase (decrease) in cash, cash equivalents and restricted cash(73,929) 2,494
 
 (71,435)
Cash, cash equivalents and restricted cash—beginning of period282,248
 6,893
 
 289,141
Cash, cash equivalents and restricted cash—end of period$208,319
 $9,387
 $
 $217,706



Balances per Condensed Consolidating Balance Sheet:
 March 31, 2019
 Parent Issuer Guarantors Eliminations Consolidated
Cash and cash equivalents$
 $
 $
 $
Restricted cash208,319
 9,387
 
 217,706
Total cash, cash equivalents and restricted cash$208,319
 $9,387
 $
 $217,706
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2019
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
        
Revenues       
LNG revenues$
 $219,621
 $
 $219,621
LNG revenues—affiliate
 166,938
 
 166,938
Total revenues
 386,559
 
 386,559
        
Operating costs and expenses (recoveries)       
Cost of sales (excluding depreciation and amortization expense shown separately below)
 301,957
 
 301,957
Cost of sales—affiliate
 1,692
 
 1,692
Cost of sales—related party
 23,269
 
 23,269
Operating and maintenance expense
 63,533
 
 63,533
Operating and maintenance expense—affiliate
 15,874
 
 15,874
Development expense
 63
 
 63
Development expense—affiliate
 23
 
 23
General and administrative expense732
 716
 
 1,448
General and administrative expense—affiliate
 3,214
 
 3,214
Depreciation and amortization expense7,047
 59,390
 
 66,437
Total operating costs and expenses7,779
 469,731
 
 477,510
        
Loss from operations(7,779) (83,172) 
 (90,951)
        
Other income (expense)       
Interest expense, net of capitalized interest(90,530) 
 
 (90,530)
Loss on modification or extinguishment of debt(13,793) 
 
 (13,793)
Derivative loss, net(77,838) 
 
 (77,838)
Other expense643
 59
 
 702
Total other income (expense)(181,518) 59
 
 (181,459)
        
Loss before income taxes(189,297) (83,113) 
 (272,410)
Income tax provision
 (343) 343
 
Net loss$(189,297) $(83,456) $343
 $(272,410)


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2018
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
Cash flows used in operating activities$(6,403) $(3,199) $
 $(9,602)
        
Cash flows from investing activities       
Property, plant and equipment, net(165,851) (423,210) 
 (589,061)
Investments in subsidiaries(426,414) 
 426,414
 
Net cash used in investing activities(592,265) (423,210) 426,414
 (589,061)
        
Cash flows from financing activities       
Proceeds from issuances of debt266,000
 
 
 266,000
Debt issuance and deferred financing costs(129) 
 
 (129)
Capital contributions189,000
 426,414
 (426,414) 189,000
Net cash provided by financing activities454,871
 426,414
 (426,414) 454,871
        
Net increase (decrease) in cash, cash equivalents and restricted cash(143,797) 5
 
 (143,792)
Cash, cash equivalents and restricted cash—beginning of period226,559
 
 
 226,559
Cash, cash equivalents and restricted cash—end of period$82,762
 $5
 $
 $82,767
Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2018
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
        
Revenues$
 $
 $
 $
        
Operating costs and expenses (recoveries)       
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)
 (975) 
 (975)
Operating and maintenance expense (recovery)
 (8,502) 
 (8,502)
Operating and maintenance expense—affiliate
 1,522
 
 1,522
Development expense
 49
 
 49
General and administrative expense450
 1,029
 
 1,479
General and administrative expense—affiliate
 607
 
 607
Depreciation and amortization expense89
 3,399
 
 3,488
Impairment expense and gain on disposal of assets
 (13) 
 (13)
Total operating costs and expenses (recoveries)539
 (2,884) 
 (2,345)
        
Income (loss) from operations(539) 2,884
 
 2,345
        
Other income (expense)       
Derivative gain, net21,818
 
 
 21,818
Other income220
 80
 (75) 225
Total other income22,038
 80
 (75) 22,043
        
Net income$21,499
 $2,964
 $(75) $24,388


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2019
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
        
Revenues       
LNG revenues$
 $351,202
 $
 $351,202
LNG revenues—affiliate
 441,511
 
 441,511
Total revenues

792,713



792,713
        
Operating costs and expenses (recoveries)       
Cost of sales (excluding depreciation and amortization expense shown separately below)
 540,622
 
 540,622
Cost of sales—affiliate
 1,692
 
 1,692
Cost of sales—related party
 59,022
 
 59,022
Operating and maintenance expense
 156,205
 
 156,205
Operating and maintenance expense—affiliate
 36,580
 
 36,580
Development expense
 595
 
 595
Development expense—affiliate
 61
 
 61
General and administrative expense1,629
 2,898
 
 4,527
General and administrative expense—affiliate
 6,776
 
 6,776
Depreciation and amortization expense15,191
 130,870
 
 146,061
Impairment expense and loss on disposal of assets
 313
 
 313
Total operating costs and expenses16,820
 935,634
 
 952,454
        
Loss from operations(16,820)
(142,921)


(159,741)
        
Other income (expense)       
Interest expense, net of capitalized interest(175,340) 
 
 (175,340)
Loss on modification or extinguishment of debt(13,793) 
 
 (13,793)
Derivative loss, net(186,746) 
 
 (186,746)
Other income2,821
 289
 (84) 3,026
Total other income (expense)(373,058) 289
 (84) (372,853)
        
Loss before income taxes(389,878) (142,632) (84) (532,594)
Income tax provision
 (1,980) 1,980
 
Net loss$(389,878) $(144,612) $1,896
 $(532,594)


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2018
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
        
Revenues$
 $
 $
 $
        
Operating costs and expenses       
Cost of sales (excluding depreciation and amortization expense shown separately below)
 172
 
 172
Operating and maintenance expense (recovery)
 (6,549) 
 (6,549)
Operating and maintenance expense—affiliate
 2,539
 
 2,539
Development expense
 172
 
 172
General and administrative expense999
 2,515
 
 3,514
General and administrative expense—affiliate
 1,605
 
 1,605
Depreciation and amortization expense114
 5,132
 
 5,246
Impairment expense and gain on disposal of assets
 (13) 
 (13)
Total operating costs and expenses1,113
 5,573
 
 6,686
        
Loss from operations(1,113) (5,573) 
 (6,686)
        
Other income (expense)       
Loss on modification or extinguishment of debt(15,332) 
 
 (15,332)
Derivative gain, net119,233
 
 
 119,233
Other income177
 7,833
 (7,826) 184
Total other income104,078
 7,833
 (7,826) 104,085
        
Income before income taxes102,965
 2,260
 (7,826) 97,399
Income tax provision
 (1,225) 1,225
 
Net income$102,965
 $1,035
 $(6,601) $97,399



CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2019
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
Cash flows provided by (used in) operating activities$(100,618) $91,987
 $(32,240) $(40,871)
        
Cash flows from investing activities       
Property, plant and equipment, net(182,800) (1,072,678) 
 (1,255,478)
Investments in subsidiaries(2,011,271) 
 2,011,271
 
Distributions received from affiliates1,000,119
 
 (1,000,119) 
Other
 (2,213) 
 (2,213)
Net cash used in investing activities(1,193,952) (1,074,891) 1,011,152
 (1,257,691)
        
Cash flows from financing activities       
Proceeds from issuances of debt2,189,674
 
 
 2,189,674
Repayments of debt(1,446,000) 
 
 (1,446,000)
Debt issuance and deferred financing costs(5,485) 
 
 (5,485)
Capital contributions402,981
 2,011,272
 (2,011,272) 402,981
Distributions
 (1,032,360) 1,032,360
 
Net cash provided by financing activities1,141,170
 978,912
 (978,912) 1,141,170
        
Net decrease in cash, cash equivalents and restricted cash(153,400) (3,992) 
 (157,392)
Cash, cash equivalents and restricted cash—beginning of period282,248
 6,893
 
 289,141
Cash, cash equivalents and restricted cash—end of period$128,848
 $2,901
 $
 $131,749



Balances per Condensed Consolidating Balance Sheet:
 September 30, 2019
 Parent Issuer Guarantors Eliminations Consolidated
Cash and cash equivalents$
 $
 $
 $
Restricted cash128,848
 2,901
 
 131,749
Total cash, cash equivalents and restricted cash$128,848
 $2,901
 $
 $131,749


CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(unaudited)



Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2018
(in thousands)
        
 Parent Issuer Guarantors Eliminations Consolidated
Cash flows used in operating activities$(8,075) $(23,786) $
 $(31,861)
        
Cash flows from investing activities       
Property, plant and equipment, net(374,390) (1,853,975) 
 (2,228,365)
Investments in subsidiaries(1,876,013) 
 1,876,013
 
Other
 3,705
 
 3,705
Net cash used in investing activities(2,250,403) (1,850,270) 1,876,013
 (2,224,660)
        
Cash flows from financing activities       
Proceeds from issuances of debt2,276,800
 
 
 2,276,800
Repayments of debt(295,455) 
 
 (295,455)
Debt issuance and deferred financing costs(45,743) 
 
 (45,743)
Debt extinguishment cost(9,108) 
 
 (9,108)
Capital contributions323,418
 1,876,013
 (1,876,013) 323,418
Net cash provided by financing activities2,249,912
 1,876,013
 (1,876,013) 2,249,912
        
Net increase (decrease) in cash, cash equivalents and restricted cash(8,566) 1,957
 
 (6,609)
Cash, cash equivalents and restricted cash—beginning of period226,559
 
 
 226,559
Cash, cash equivalents and restricted cash—end of period$217,993
 $1,957
 $
 $219,950


NOTE 15—SUBSEQUENT EVENTS

In October 2019, we issued an aggregate principal amount of $475 million of 3.925% senior secured notes due 2039 to certain accounts managed by BlackRock Real Assets and certain accounts managed by MetLife Investment Management on a private placement basis in reliance on Section 4(a)(2) of the Securities Act.


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, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things:
statements that we expect to commence or complete construction of our proposed LNG terminal, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all; 
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
statements relating to the construction of our Trains and pipeline, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any 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; 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 year ended December 31, 2018. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.


Introduction
 
The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future. Our discussion and analysis includes the following subjects: 
Overview of Business 
Overview of Significant Events 
Liquidity and Capital Resources
Results of Operations 
Off-Balance Sheet Arrangements  
Summary of Critical Accounting Estimates 
Recent Accounting Standards

Overview of Business

We were formed in September 2014 to develop, construct, operate, maintainare operating and ownconstructing a natural gas liquefaction and export facilitiesfacility (the “Liquefaction Facilities”), and operating a 23-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 Liquefaction Facilities, the “Liquefaction Project”) near Corpus Christi, Texas, through our wholly-owned subsidiaries CCL and CCP, respectively. The liquefaction of natural gas into LNG allows it to be shipped economically from the United States where natural gas is abundant and inexpensive to produce to our international customers in areas where natural gas demand and infrastructure exist.

The Liquefaction Project is being developedconstructed in stages with the first phase being three Trains (“Phase 1”), with expected aggregate nominal production capacity, which is prior to adjusting for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities, of approximately 13.5 mtpa of LNG, three LNG storage tanks with aggregate capacity of approximately 10.1 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. The first stage (“Stage 1”) includes Trains 1 and 2, two LNG storage tanks, one complete marine berth and a second partial berth and all of the Liquefaction Project’s necessary infrastructure facilities. The second stage (“Stage 2”) includes Train 3, one LNG storage tank and the completion of the second partial berth. TrainTrains 1 isand 2 are operational Train 2 is undergoing commissioning and Train 3 is under construction. Each Train is expected to have a nominal production capacity, which is prior to adjusting for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities, of approximately 4.5 mtpa of LNG per Train.

Overview of Significant Events

Our significant accomplishments since January 1, 2019 and through the filing date of this Form 10-Q include the following:
AsStrategic
In September 2019, CCL entered into an integrated production marketing (“IPM”) transaction with EOG Resources, Inc. (“EOG”) to purchase 140,000 MMBtu per day of April 30, 2019, 18natural gas on a long-term basis beginning in early 2020, at a price based on the Platts Japan Korea Marker (“JKM”).
Operational
As ofOctober 25, 2019, 70 cumulative LNG cargoes totaling approximately 5 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.
In August 2019, substantial completion of Train 2 of the Liquefaction Project was achieved.
In June 2019, first LNG production from Train 2 of the Liquefaction Project occurred, and the first commissioning cargo from Train 2 was exported.
In February 2019, CCL achieved substantial completion of Train 1 of the Liquefaction Project and commenced operating activities.

Financial
In October 2019, we issued an aggregate principal amount of $475 million of 3.925% Senior Secured Notes due 2039 pursuant to a note purchase agreement with certain accounts managed by BlackRock Real Assets and certain accounts managed by MetLife Investment Management to prepay a portion of the outstanding indebtedness under the amended and restated CCH Credit Facility (the “CCH Credit Facility”).
In September 2019, we issued an aggregate principal amount of $727 million of 4.80% Senior Secured Notes due 2039 (the “4.80% CCH Senior Notes”) pursuant to a note purchase agreement originally entered into in June 2019 (“CCH Note Purchase Agreement”) with Allianz Global Investors GmbH, to prepay a portion of the outstanding indebtedness under the CCH Credit Facility.
In September 2019, Fitch Ratings (“Fitch”) and S&P Global Ratings each assigned an investment grade rating of BBB- to our senior secured debt, and Fitch assigned an investment grade issuer default rating of BBB- to us. In October 2019, Moody’s Investors Service upgraded its rating of our senior secured debt from Ba2 to Ba1 (Positive Outlook).
In June 2019, the date of first commercial delivery was reached under the 20-year SPAs with Endesa S.A. and PT Pertamina (Persero) relating to Train 1 of the Liquefaction Project.

Liquidity and Capital Resources
 
The following table provides a summary of our liquidity position at March 31,September 30, 2019 and December 31, 2018 (in thousands):
March 31, December 31,September 30, December 31,
2019 20182019 2018
Cash and cash equivalents$
 $
$
 $
Restricted cash designated for the Liquefaction Project217,706
 289,141
131,749
 289,141
Available commitments under the following credit facilities:      
Amended and restated CCH Credit Facility (“CCH Credit Facility”)490,675
 981,675
CCH Credit Facility
 981,675
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)878,846
 716,475
617,373
 716,475


For additional information regarding our debt agreements, see Note 8—9—Debt of our Notes to Consolidated Financial Statements in this quarterly report and Note 9—Debt of our Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2018.

Corpus Christi LNG Terminal

Liquefaction Facilities

TheWe are in various stages of constructing and operating the Liquefaction Project is being developed and constructed at the Corpus Christi LNG terminal. We have received authorization from the FERC to site, construct and operate Stages 1 and 2 of the Liquefaction Project. We achieved substantial completion of TrainTrains 1 and 2 of the Liquefaction Project and commenced operating activities in February 2019.2019 and August 2019, respectively. The following table summarizes the overall project status of Stage 2 of the Liquefaction Project as of March 31,September 30, 2019:
 Stage 1 Stage 2
Overall project completion percentage98.4% 51.6%
Completion percentage of:    
Engineering100% 91.3%
Procurement100% 77.0%
Subcontract work93.9% 10.5%
Construction96.7% 19.3%
Expected date of substantial completionTrain 22H 2019 Train 32H 2021
Stage 2
Overall project completion percentage68.6%
Completion percentage of:
Engineering96.5%
Procurement98.2%
Subcontract work17.2%
Construction37.1%
Expected date of substantial completionTrain 31H 2021

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


Customers

CCL has entered into fixed price SPAs generally with terms of 20 years (plus extension rights) with nine third parties for Trains 1 through 3 of the Liquefaction Project to make available an aggregate amount of LNG that is between approximately 75% to 85% of the expected aggregate adjusted nominal production capacity from these Trains. Under these SPAs, the customers will purchase LNG from CCL for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG equal to approximately 115% of Henry Hub. In certain circumstances, the customers may elect to cancel or suspend deliveries of LNG cargoes, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. We refer to the fee component that is applicable regardless of a cancellation or suspension of LNG cargo deliveries under the SPAs as the fixed fee component of the price under our SPAs. We refer to the fee component that is applicable only in connection with LNG cargo deliveries as the variable fee component of the price under our SPAs. The variable fee under CCL’s SPAs entered into in connection with the development of the Liquefaction Project was sized at the time of entry into each SPA with the intent to cover the costs of gas purchases and transportation related to, and operating and maintenance costs to produce, the LNG to be sold under each such SPA. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific Train; however, the term of each SPA generally commences upon the date of first commercial delivery for the applicable Train, as specified in each SPA.

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

In addition, Cheniere Marketing International LLP (“Cheniere Marketing”), an indirect wholly-owned subsidiary of Cheniere, has entered into SPAs with CCL to purchase 15 TBtu per annum of LNG and any LNG produced by CCL in excess of that required for other customers at Cheniere Marketing’s option.
 

Natural Gas Transportation, Storage and Supply

To ensure CCL is able to transport adequate natural gas feedstock to the Corpus Christi LNG terminal, it has entered into transportation precedent agreements to secure firm pipeline transportation capacity with CCP and certain third-party pipeline companies. CCL has entered into a firm storage services agreement with a third party to assist in managing variability in natural gas needs for the Liquefaction Project. CCL has also entered into enabling agreements and long-term natural gas supply contracts with third parties, and will continue to enter into such agreements, in order to secure natural gas feedstock for the Liquefaction Project. As of March 31,September 30, 2019, CCL had secured up to approximately 2,8053,065 TBtu of natural gas feedstock through long-term natural gas supply contracts that range up to eight years, a portion of which is subject to the achievement of certain project milestones and other conditions precedent.

Construction

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

The total contract pricesprice of the EPC contract for Stage 1 and the EPC contract for Stage 2 which do not include the Corpus Christi Pipeline, areis approximately $7.8 billion and $2.4 billion, respectively, reflecting amounts incurred under change orders through March 31,September 30, 2019. Total expected capital costs for Trains 1 through 3 are estimated to be between $11.0 billion and $12.0 billion before financing costs and between $15.0 billion and $16.0 billion after financing costs including, in each case, estimated owner’s costs and contingencies.

Pipeline Facilities

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


Capital Resources

We expect to finance the construction costs of the Liquefaction Project from one or more of the following: project financing, operating cash flows from CCL and CCP and equity contributions from Cheniere. We realized offsets to LNG terminal costs of $74.2$73.7 million and $156.1 million in the three and nine months ended March 31,September 30, 2019, respectively, that were related to the sale of commissioning cargoes because these amounts were earned or loaded prior to the start of commercial operations of Train 1the Liquefaction Project, during the testing phase for its construction. The following table provides a summary of our capital resources from borrowings and available commitments for the Liquefaction Project, excluding any equity contributions, at March 31,September 30, 2019 and December 31, 2018 (in thousands):
 March 31, December 31, September 30, December 31,
 2019 2018 2019 2018
Senior notes (1) $4,250,000
 $4,250,000
 $4,977,000
 $4,250,000
Credit facilities outstanding balance (2) 5,646,737
 5,323,737
 5,340,412
 5,323,737
Letters of credit issued (2) 321,154
 315,525
 582,627
 315,525
Available commitments under credit facilities (2) 1,369,521
 1,698,150
 617,373
 1,698,150
Total capital resources from borrowings and available commitments (3) $11,587,412
 $11,587,412
 $11,517,412
 $11,587,412
 
(1)Includes 7.000% Senior Secured Notes due 2024 (the “2024 CCH Senior Notes”), 5.875% Senior Secured Notes due 2025 (the “2025 CCH Senior Notes”) and, 5.125% Senior Secured Notes due 2027 (the “2027 CCH Senior Notes”) and 4.80% Senior Secured Notes due 2039 (the “4.80% CCH Senior Notes”) (collectively, the “CCH Senior Notes”).
(2)Includes CCH Credit Facility and CCH Working Capital Facility.
(3)Does not include additional borrowings by our indirect parents which may be used for the Liquefaction Project.


For additional information regarding our debt agreements related to the Liquefaction Project, see Note 8—9—Debt of our Notes to Consolidated Financial Statements in this quarterly report and Note 9—Debt of our Notes to the Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2018.

CCH Senior Notes

In September 2019, we issued on a private placement basis, an aggregate of $727 million of the 4.80% CCH Senior Notes, in addition to the existing 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes. The 4.80% CCH Senior Notes were issued under an indenture dated as of September 27, 2019 (the “2019 CCH Indenture”), pursuant to the CCH Note Purchase Agreement with the purchasers party thereto and Allianz Global Investors GmbH, as noteholder consultant, originally entered into in June 2019. The CCH Senior Notes are jointly and severally guaranteed by our subsidiaries, CCL, CCP and CCP GP (each a “Guarantor” and collectively, the “Guarantors”).

The 4.80% CCH Senior Notes are our senior secured obligation, ranking senior in right of payment to any and all of our future indebtedness that is subordinated to the 4.80% CCH Senior Notes and equal in right of payment with our other existing and future indebtedness that is senior and secured by the same collateral securing the 4.80% CCH Senior Notes. The 4.80% CCH Senior Notes are secured by a first-priority security interest in substantially all of our and our Guarantors’ assets.

Both the 2019 CCH Indenture governing the 4.80% CCH Senior Notes and the indenture governing the 2024 CCH Senior Notes, 2025 CCH Senior Notes, and 2027 CCH Senior Notes (the “CCH Indenture”) containscontain customary terms and events of default and certain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur additional indebtedness or issue preferred stock; make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests; sell or transfer assets, including membership or partnership interests of our restricted subsidiaries; restrict dividends or other payments by restricted subsidiaries to us or any of our restricted subsidiaries; incur liens; enter into transactions with affiliates; dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of us and our restricted subsidiaries taken as a whole; or permit any Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets.

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

dates of maturity for each series of the CCH Senior Notes, we may redeem all or part of such series of the CCH Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the CCH Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.

CCH Credit Facility

In May 2018, we amended and restated the CCH Credit Facility to increase total commitments under the CCH Credit Facility from $4.6 billion to $6.1 billion. Our obligations under the CCH Credit Facility are secured by a first priority lien on substantially all of our assets and the assets of our subsidiaries and by a pledge by CCH HoldCo I of its limited liability company interests in us. As of March 31,September 30, 2019 and December 31, 2018, we had $490.7 millionzero and $1.0 billion of available commitments and $5.6$5.3 billion and $5.2 billion of loans outstanding under the CCH Credit Facility, respectively. As part of the capital allocation framework announced by Cheniere in June 2019, we prepaid $70 million of outstanding borrowings under the CCH Credit Facility during the three and nine months ended September 30, 2019.

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

Under the CCH Credit Facility, we are required to hedge not less than 65% of the variable interest rate exposure of our senior secured debt. We are restricted from making certain distributions under agreements governing our indebtedness generally until, among other requirements, the completion of the construction of Trains 1 through 3 of the Liquefaction Project, funding of a debt service reserve account equal to six months of debt service and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25:1.00.
CCH Working Capital Facility

In June 2018, we amended and restated the CCH Working Capital Facility to increase total commitments under the CCH Working Capital Facility from $350 million to $1.2 billion. The CCH Working Capital Facility is intended to be used for loans (“CCH Working Capital Loans”) and the issuance of letters of credit for certain working capital requirements related to developing and placing into operationsoperating the Liquefaction Project and for related business purposes. Loans under the CCH Working Capital Facility are guaranteed by the Guarantors. We may, from time to time, request increases in the commitments under the CCH Working Capital Facility of up to the maximum allowed for working capital under the Common Terms Agreement that was entered into concurrently with the CCH Credit Facility. As of March 31,September 30, 2019 and December 31, 2018, we had $878.8$617.4 million and $716.5

million of available commitments, $321.2$582.6 million and $315.5 million aggregate amount of issued letters of credit and zero and $168.0 million of loans outstanding under the CCH Working Capital Facility, respectively.

The CCH Working Capital Facility matures on June 29, 2023, and we may prepay the CCH Working Capital Loans and loans made in connection with a draw upon any letter of credit (“CCH LC Loans”) at any time without premium or penalty upon three business days’ notice and may re-borrow at any time. CCH LC Loans have a term of up to one year. We are required to reduce the aggregate outstanding principal amount of all CCH Working Capital Loans to zero for a period of five consecutive business days at least once each year.

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

Equity Contribution Agreement

In May 2018, we amended and restated the existing equity contribution agreement with Cheniere (the “Equity Contribution Agreement”) pursuant to which Cheniere agreed to provide cash contributions up to approximately $1.1 billion, not including $2.0 billion previously contributed under the original equity contribution agreement. As of March 31,September 30, 2019, we have not received any

$333.0 million in contributions under the Equity Contribution Agreement.Agreement and Cheniere willhas posted $876.0 million of letters of credit on our behalf under its revolving credit facility, which is available to Cheniere to back-stop its obligations under the Equity Contribution Agreement and, provided that certain conditions are met, for general corporate purposes. Cheniere is only be required to make additional contributions under the Equity Contribution Agreement after the commitments under the CCH Credit Facility have been reduced to zero and to the extent cash flows from operations of the Liquefaction Project are unavailable for Liquefaction Project costs. In March 2017, Cheniere entered into a $750 million senior secured revolving credit facility (the “CEI Revolving Credit Facility”). The proceeds of the CEI Revolving Credit Facility are available to Cheniere to back-stop its obligations under the Equity Contribution Agreement and for general corporate purposes.

Early Works Equity Contribution Agreement

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

Restrictive Debt Covenants

As of March 31,September 30, 2019, we were in compliance with all covenants related to our debt agreements.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash, cash equivalents and restricted cash for the threenine months ended March 31,September 30, 2019 and 2018 (in thousands). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table. 
Three Months Ended March 31,Nine Months Ended September 30,
2019 20182019 2018
Operating cash flows$(21,815) $(9,602)$(40,871) $(31,861)
Investing cash flows(372,471) (589,061)(1,257,691) (2,224,660)
Financing cash flows322,851
 454,871
1,141,170
 2,249,912
      
Net decrease in cash, cash equivalents and restricted cash(71,435) (143,792)(157,392) (6,609)
Cash, cash equivalents and restricted cash—beginning of period289,141
 226,559
289,141
 226,559
Cash, cash equivalents and restricted cash—end of period$217,706
 $82,767
$131,749
 $219,950

Operating Cash Flows

Operating cash net outflows during the threenine months ended March 31,September 30, 2019 and 2018 were $21.8$40.9 million and $9.6$31.9 million, respectively. The increase in operating cash net outflows in 2019 compared to 2018 was primarily due to increased operating costs

and expenses, partially offset by increased cash receipts from the sale of LNG cargoes, as a result of the commencement of operations of TrainTrains 1 and 2 of the Liquefaction Project in March 2019.2019 and August 2019, respectively.

Investing Cash Flows

Investing cash net outflows during the threenine months ended March 31,September 30, 2019 and 2018 were $372.5$1,257.7 million and $589.1$2,224.7 million, respectively, and were primarily used to fund the construction costs for the Liquefaction Project. These costs are capitalized as construction-in-process until achievement of substantial completion.

Financing Cash Flows

Financing cash net inflows during the threenine months ended March 31,September 30, 2019 were $322.9$1,141.2 million, primarily as a result of:
$491.0981.7 million of borrowings and $797.0 million of repayments under the CCH Credit Facility; and
$201.0481.0 million of borrowings and $369.0$649.0 million of repayments under the CCH Working Capital Facility.Facility;
issuance of an aggregate principal amount of $727.0 million of the 4.80% CCH Senior Notes, which was used to prepay a portion of the outstanding balance of the CCH Credit Facility;

$5.5 million of debt issuance costs primarily related to up-front fees paid upon the closing of the 4.80% CCH Senior Notes; and
$403.0 million of equity contributions from Cheniere.

Financing cash net inflows during the threenine months ended March 31,September 30, 2018 were $454.9$2,249.9 million, primarily as a result of:
$266.02.3 billion of borrowings and $281.5 million of borrowingsrepayments under the CCH Credit Facility;
$14.0 million of borrowings and $14.0 million of repayments under the CCH Working Capital Facility;
$45.7 million of costs related to up-front fees paid for the amendment and restatement of the CCH Credit Facility and the CCH Working Capital Facility;
$9.1 million of debt extinguishment costs; and
$189.0323.4 million of equity contributions from Cheniere.

Results of Operations

Our consolidated net loss was $71.3$272.4 million in the three months ended March 31,September 30, 2019, compared to net income of $65.7$24.4 million in the three months ended March 31,September 30, 2018. This $137.0$296.8 million decrease in net income in 2019 was primarily the result of increased derivative loss, net, loss from operations and interest expense, net of capitalized interest.

Our consolidated net loss was $532.6 million in the nine months ended September 30, 2019, compared to net income of $97.4 million in the nine months ended September 30, 2018. This $630.0 million decrease in net income in 2019 was primarily the result of increased derivative loss, net, interest expense, net of capitalized interest, and loss from operations.

We enter into derivative instruments to manage our exposure to changing interest rates and commodity-related marketing and price risk. Derivative instruments are reported at fair value on our Consolidated Financial Statements. In some cases, the underlying transactions economically hedged receive accrual accounting treatment, whereby revenues and expenses are recognized only upon delivery, receipt 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, use of derivative instruments may increase the volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors.

Revenues
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except volumes)2019 2018 Change2019 2018 Change 2019 2018 Change
LNG revenues$13,056
 $
 $13,056
$219,621
 $
 $219,621
 $351,202
 $
 $351,202
LNG revenues—affiliate93,025
 
 93,025
166,938
 
 166,938
 441,511
 
 441,511
Total revenues$106,081
 $
 $106,081
$386,559
 $
 $386,559
 $792,713
 $
 $792,713
                
LNG volumes recognized as revenues (in TBtu)21
 
 21
87
 
 87
 164
 
 164

During the three and nine months ended March 31,September 30, 2019, we began recognizing LNG revenues from the Liquefaction Project following the substantial completion and the commencement of operating activities of Train 1 and Train 2 of the Liquefaction Project in February 2019.2019 and August 2019, respectively. We expect our LNG revenues to increase in the future upon Trains 2 andTrain 3 of the Liquefaction Project becoming operational. Also included in LNG revenues are gains and losses from derivative instruments, which include the realized value associated with a portion of derivative instruments that settle through physical delivery and the sale of natural gas procured for the liquefaction process.

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 three months ended March 31,September 30, 2019, we realized offsets to LNG terminal costs of $74.2$73.7 million corresponding to 1520 TBtu of LNG that were related to the sale of commissioning cargoes. During the nine months ended September 30, 2019, we realized offsets to LNG terminal costs of $156.1 million corresponding to 38 TBtu of LNG that were

related to the sale of commissioning cargoes. We did not realize any offsets to LNG terminal costs in the three and nine months ended March 31,September 30, 2018.


Operating costs and expenses
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2019 2018 Change2019 2018 Change 2019 2018 Change
Cost of sales$59,341
 $116
 $59,225
Cost (cost recovery) of sales$301,957
 $(975) $302,932
 $540,622
 $172
 $540,450
Cost of sales—affiliate1,692
 
 1,692
 1,692
 
 1,692
Cost of sales—related party9,711
 
 9,711
23,269
 
 23,269
 59,022
 
 59,022
Operating and maintenance expense31,855
 850
 31,005
Operating and maintenance expense (recovery)63,533
 (8,502) 72,035
 156,205
 (6,549) 162,754
Operating and maintenance expense—affiliate5,247
 466
 4,781
15,874
 1,522
 14,352
 36,580
 2,539
 34,041
Development expense
 34
 (34)63
 49
 14
 595
 172
 423
Development expense—affiliate23
 
 23
 61
 
 61
General and administrative expense1,537
 850
 687
1,448
 1,479
 (31) 4,527
 3,514
 1,013
General and administrative expense—affiliate1,155
 403
 752
3,214
 607
 2,607
 6,776
 1,605
 5,171
Depreciation and amortization expense22,324
 371
 21,953
66,437
 3,488
 62,949
 146,061
 5,246
 140,815
Impairment expense and loss on disposal of assets313
 
 313
Total operating costs and expenses$131,483

$3,090

$128,393
Impairment expense and loss (gain) on disposal of assets
 (13) 13
 313
 (13) 326
Total operating costs and expenses (recoveries)$477,510

$(2,345)
$479,855
 $952,454

$6,686

$945,768

Our total operating costs and expenses increased during the three and nine months ended March 31,September 30, 2019 from the three and nine months ended March 31,September 30, 2018, primarily as a result of the commencement of operations of TrainTrains 1 and 2 of the Liquefaction Project in February 2019.2019 and August 2019, respectively.

Cost of sales (including affiliate and related party) increased during the three and nine months ended March 31,September 30, 2019 from the three and nine months ended March 31,September 30, 2018, primarily related to the increase in the volume of natural gas feedstock related to our LNG sales due to the commencement of operations at the Liquefaction Project. 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. Cost of sales also includes gains and losses from derivatives associated with economic hedges to secure natural gas feedstock for the Liquefaction Project.Project and costs associated with a portion of derivative instruments that settle through physical delivery and the sale of natural gas procured for the liquefaction process.

Operating and maintenance expense primarily includes costs associated with operating and maintaining the Liquefaction Project. The increase in operating and maintenance expense (including affiliates)affiliate) during the three and nine months ended March 31,September 30, 2019 from the three and nine months ended March 31,September 30, 2018 was primarily related to increased natural gas transportation and storage capacity demand charges, and increased third-party service and maintenance contract costs and increased payroll and benefit costs of operations personnel, generally as a result of the commencement of operations at the Liquefaction Project. Operating and maintenance (including affiliates) also includes payroll and benefit costs of operations personnel, insurance and regulatory costs and other operating costs.

Depreciation and amortization expense increased during the three and nine months ended March 31,September 30, 2019 from the three and nine months ended March 31,September 30, 2018 as a result of commencing operations of TrainTrains 1 and 2 of the Liquefaction Project in MarchFebruary 2019 and August 2019, respectively, and completing construction of the Corpus Christi Pipeline in the second quarter of 2018, as the related assets began depreciating upon reaching substantial completion.

Other expense (income)
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2019 2018 Change2019 2018 Change 2019 2018 Change
Interest expense, net of capitalized interest$11,758
 $
 $11,758
$90,530
 $
 $90,530
 $175,340
 $
 $175,340
Loss on modification or extinguishment of debt13,793
 
 13,793
 13,793
 15,332
 (1,539)
Derivative loss (gain), net35,087
 (68,849) 103,936
77,838
 (21,818) 99,656
 186,746
 (119,233) 305,979
Other expense (income)(970) 67
 (1,037)
Other income(702) (225) (477) (3,026) (184) (2,842)
Total other expense (income)$45,875
 $(68,782) $114,657
$181,459
 $(22,043) $203,502
 $372,853
 $(104,085) $476,938


Interest expense, net of capitalized interest, increased during the three and nine months ended March 31,September 30, 2019 compared to the three and nine months ended March 31,September 30, 2018, primarily as a result of a decrease in the portion of total interest costs that could be capitalized due to the commencement of operations at the Liquefaction Project. For the three months ended March 31,September 30, 2019 and 2018, we incurred $132.7$137.3 million and $101.2$117.8 million of total interest cost, respectively, of which we capitalized $120.9$46.7 million and $101.2$117.8 million, respectively, which was primarily forrelated to the construction of the Liquefaction Project. For the nine months ended September 30, 2019 and 2018, we incurred $407.9 million and $325.6 million of total interest cost, respectively, of which we capitalized $232.6 million and $325.6 million, respectively, which was primarily related to the construction of the Liquefaction Project.

Loss on modification or extinguishment of debt increased during the three months ended September 30, 2019 as compared to the three months ended September 30, 2018 and decreased during the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018. Of the $13.8 million loss on modification or extinguishment of debt recognized in 2019, $12.6 million was attributable to the prepayment of a portion of the outstanding balance of the CCH Credit Facility in connection with the 4.80% CCH Senior Notes and $1.2 million was attributable to the prepayment of outstanding borrowings under the CCH Credit Facility as part of Cheniere’s capital allocation framework. Loss on modification or extinguishment of debt in 2018 was attributable to $15.3 million of debt modification and extinguishment costs related to the incurrence of third-party fees and write-off of unamortized debt issuance costs as a result of the amendment and restatement of the CCH Credit Facility.

Derivative loss, net increased during the three and nine months ended March 31,September 30, 2019 compared to the three and nine months ended March 31,September 30, 2018, primarily due to an unfavorable shift in the long-term forward LIBOR curve between the periods.


Other income increased during the three and nine months ended March 31,September 30, 2019 as compared to the three and nine months ended March 31,September 30, 2018, primarily due to an increase in interest income earned on our cash and cash equivalents.

Off-Balance Sheet Arrangements
 
As of March 31,September 30, 2019, we had no transactions that met the definition of off-balance sheet arrangements that may have a current or future material effect on our consolidated financial position or operating results. 

Summary of Critical Accounting Estimates

The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the year ended December 31, 2018.

Recent Accounting Standards 

For descriptions 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 commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Project (“Liquefaction Supply Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location as follows (in thousands):
 March 31, 2019 December 31, 2018
 Fair Value Change in Fair Value Fair Value Change in Fair Value
Liquefaction Supply Derivatives$6,507
 $3,345
 $(68) $1,165
 September 30, 2019 December 31, 2018
 Fair Value Change in Fair Value Fair Value Change in Fair Value
Liquefaction Supply Derivatives$(107,370) $76,552
 $(68) $1,165


Interest Rate Risk

We are exposed to interest rate risk primarily when we incur debt related to project financing. Interest rate risk is managed in part by replacing outstanding floating-rate debt with fixed-rate debt with varying maturities. We have also entered into interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the CCH Credit Facility (“Interest Rate Derivatives”) and to hedge against changes in interest rates that could impact our anticipated future issuance of debt (“Interest Rate Forward Start Derivatives” and, collectively with the Interest Rate Derivatives, CCH Interest Rate Derivatives”). In order to test the sensitivity of the fair value of the Interest Rate Derivatives to changes in interest rates, management modeled a 10% change in the forward 1-monthone-month LIBOR curve across the remaining terms of the CCH Interest Rate Derivatives as follows (in thousands):
 March 31, 2019 December 31, 2018
 Fair Value Change in Fair Value Fair Value Change in Fair Value
Interest Rate Derivatives$(19,095) $32,628
 $18,069
 $37,145
 September 30, 2019 December 31, 2018
 Fair Value Change in Fair Value Fair Value Change in Fair Value
Interest Rate Derivatives$(104,298) $20,163
 $18,069
 $37,145
Interest Rate Forward Start Derivatives(67,840) 29,659
 
 

See Note 5—6—Derivative Instruments for additional details about our derivative instruments.

ITEM 4.
CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports voluntarily filed by us under the 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.

PART II.     OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS
 
We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. There have been no material changes to the legal proceedings disclosed in our annual report on Form 10-K for the year ended December 31, 2018.

ITEM 1A.RISK FACTORS
 
There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2018.


ITEM 6.EXHIBITS

Exhibit No. Description
4.1
4.2
10.1*
10.2*
10.3*
10.4* 
10.2*10.5* 
31.1* 
32.1** 
101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline 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.

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:May 8,October 31, 2019By:/s/ Michael J. Wortley
   Michael J. Wortley
   President and Chief Financial Officer
   (on behalf of the registrant and
as principal financial officer)
    
Date:May 8,October 31, 2019By:/s/ Leonard E. Travis
   Leonard E. Travis
   Chief Accounting Officer
   (on behalf of the registrant and
as principal accounting officer)




3643