Supplemental Guarantor Information | 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 CCH Indenture, (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indenture and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 6—Debt for additional information regarding the CCH Senior Notes. The following is condensed consolidating financial information for CCH (“Parent Issuer”) and the Guarantors. We did not have any non-guarantor subsidiaries as of June 30, 2017. Condensed Consolidating Balance Sheet June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 103,290 — — 103,290 Advances to affiliate — 13,629 — 13,629 Other current assets 446 907 — 1,353 Other current assets—affiliate — 160 (1 ) 159 Total current assets 103,736 14,696 (1 ) 118,431 Property, plant and equipment, net 466,884 7,025,077 — 7,491,961 Debt issuance and deferred financing costs, net 109,581 — — 109,581 Investments in subsidiaries 7,080,480 — (7,080,480 ) — Other non-current assets, net — 37,285 — 37,285 Total assets $ 7,760,681 $ 7,077,058 $ (7,080,481 ) $ 7,757,258 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 429 $ 8,923 $ — $ 9,352 Accrued liabilities 10,576 86,300 — 96,876 Due to affiliates 114 15,460 — 15,574 Derivative liabilities 31,672 — — 31,672 Total current liabilities 42,791 110,683 — 153,474 Long-term debt, net 6,122,876 — — 6,122,876 Non-current derivative liabilities 53,192 383 — 53,575 Member’s equity 1,541,822 6,965,992 (7,080,481 ) 1,427,333 Total liabilities and member’s equity $ 7,760,681 $ 7,077,058 $ (7,080,481 ) $ 7,757,258 Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Advances to affiliate — 20,108 — 20,108 Other current assets 152 37,043 — 37,195 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets, net 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 Condensed Consolidating Statement of Operations Six Months Ended June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,564 — 1,564 Operating and maintenance expense—affiliate — 149 — 149 Development expense — 415 — 415 Development expense—affiliate — 8 — 8 General and administrative expense 640 2,323 — 2,963 General and administrative expense—affiliate — 464 — 464 Depreciation and amortization expense — 289 — 289 Other — 5 — 5 Total expenses 640 5,217 — 5,857 Loss from operations (640 ) (5,217 ) — (5,857 ) Other income (expense) Loss on early extinguishment of debt (32,480 ) — — (32,480 ) Derivative loss, net (32,096 ) — — (32,096 ) Other income (expense) (85 ) 7,818 (7,815 ) (82 ) Total other income (expense) (64,661 ) 7,818 (7,815 ) (64,658 ) Net income (loss) $ (65,301 ) $ 2,601 $ (7,815 ) $ (70,515 ) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 537 — 537 Operating and maintenance expense—affiliate — 20 — 20 Development expense recovery — (184 ) — (184 ) Development expense recovery—affiliate — (120 ) — (120 ) General and administrative expense 334 1,443 — 1,777 General and administrative expense—affiliate — 291 — 291 Depreciation and amortization expense — 84 — 84 Total expenses 334 2,071 — 2,405 Loss from operations (334 ) (2,071 ) — (2,405 ) Other income (expense) Loss on early extinguishment of debt (29,011 ) — — (29,011 ) Derivative loss, net (236,053 ) — — (236,053 ) Other income (expense) (3 ) 3 — — Total other income (expense) (265,067 ) 3 — (265,064 ) Net loss $ (265,401 ) $ (2,068 ) $ — $ (267,469 ) Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (65,301 ) $ 2,601 $ (7,815 ) $ (70,515 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization expense — 289 — 289 Allowance for funds used during construction — (7,815 ) 7,815 — Loss on early extinguishment of debt 32,480 — — 32,480 Total losses on derivatives, net 32,096 383 — 32,479 Net cash used for settlement of derivative instruments (33,720 ) — — (33,720 ) Other — 5 — 5 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 128 29 — 157 Due to affiliates 115 611 — 726 Other, net (293 ) (754 ) — (1,047 ) Other, net—affiliate — (636 ) — (636 ) Net cash used in operating activities (34,495 ) (5,287 ) — (39,782 ) Cash flows from investing activities Property, plant and equipment, net (202,665 ) (1,179,753 ) — (1,382,418 ) Investments in subsidiaries (1,152,649 ) — 1,152,649 — Other — 32,391 — 32,391 Net cash used in investing activities (1,355,314 ) (1,147,362 ) 1,152,649 (1,350,027 ) Cash flows from financing activities Proceeds from issuances of debt 2,497,000 — — 2,497,000 Repayments of debt (1,436,050 ) — — (1,436,050 ) Debt issuance and deferred financing costs (22,401 ) — — (22,401 ) Capital contributions 184,039 1,152,806 (1,152,806 ) 184,039 Distributions — (157 ) 157 — Other (29 ) — — (29 ) Net cash provided by financing activities 1,222,559 1,152,649 (1,152,649 ) 1,222,559 Net decrease in cash, cash equivalents and restricted cash (167,250 ) — — (167,250 ) Cash, cash equivalents and restricted cash—beginning of period 270,540 — — 270,540 Cash, cash equivalents and restricted cash—end of period $ 103,290 $ — $ — $ 103,290 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (265,401 ) $ (2,068 ) $ — $ (267,469 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 84 — 84 Loss on early extinguishment of debt 29,011 — — 29,011 Total losses on derivatives, net 236,053 — — 236,053 Net cash used for settlement of derivative instruments (13,710 ) — — (13,710 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 97 664 — 761 Due to affiliates 5 (443 ) — (438 ) Other, net (350 ) (1,000 ) — (1,350 ) Other, net—affiliate — 149 — 149 Net cash used in operating activities (14,295 ) (2,614 ) — (16,909 ) Cash flows from investing activities Property, plant and equipment, net (64,673 ) (966,929 ) — (1,031,602 ) Investments in subsidiaries (984,849 ) — 984,849 — Other — (15,306 ) — (15,306 ) Net cash used in investing activities (1,049,522 ) (982,235 ) 984,849 (1,046,908 ) Cash flows from financing activities Proceeds from issuances of debt 2,318,000 — — 2,318,000 Repayments of debt (1,050,660 ) — — (1,050,660 ) Debt issuance and deferred financing costs (27,166 ) — — (27,166 ) Capital contributions — 984,849 (984,849 ) — Other (10 ) — — (10 ) Net cash provided by financing activities 1,240,164 984,849 (984,849 ) 1,240,164 Net increase in cash, cash equivalents and restricted cash 176,347 — — 176,347 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 223,117 $ — $ — $ 223,117 | SUPPLEMENTAL GUARANTOR INFORMATION Our CCH Senior Notes are jointly and severally guaranteed by the Guarantors (CCL, CCP and CCP GP). 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 CCH Indenture, (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indenture and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 7—Debt for additional information regarding the CCH Senior Notes. The following is condensed consolidating financial information for CCH (“Parent Issuer”) and the Guarantors. We did not have any non-guarantor subsidiaries as of December 31, 2016. Condensed Consolidating Balance Sheet December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 197,201 — — 197,201 Receivables — 400 — 400 Advances to affiliate — 20,108 — 20,108 Other current assets 152 36,643 — 36,795 Other current assets—affiliate — 142 (1 ) 141 Total current assets 197,353 57,293 (1 ) 254,645 Non-current restricted cash 73,339 — — 73,339 Property, plant and equipment, net 306,342 5,770,330 — 6,076,672 Debt issuance and deferred financing costs, net 155,847 — — 155,847 Investments in subsidiaries 5,927,833 — (5,927,833 ) — Non-current advances under long-term contracts — 46,398 — 46,398 Other non-current assets 50 29,497 — 29,547 Total assets $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 332 $ 8,788 $ — $ 9,120 Accrued liabilities 61,328 76,320 — 137,648 Due to affiliates — 7,050 — 7,050 Derivative liabilities 43,383 — — 43,383 Total current liabilities 105,043 92,158 — 197,201 Long-term debt, net 5,081,715 — — 5,081,715 Non-current derivative liabilities 43,105 — — 43,105 Other non-current liabilities—affiliate — 618 — 618 Member’s equity 1,430,901 5,810,742 (5,927,834 ) 1,313,809 Total liabilities and member’s equity $ 6,660,764 $ 5,903,518 $ (5,927,834 ) $ 6,636,448 Condensed Consolidating Balance Sheet December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 46,770 — — 46,770 Advances to affiliate — 10,073 — 10,073 Other current assets — 225 — 225 Other current assets—affiliate — 168 (1 ) 167 Total current assets 46,770 10,466 (1 ) 57,235 Property, plant and equipment, net 84,477 3,840,074 — 3,924,551 Debt issuance and deferred financing costs, net 247,441 — — 247,441 Non-current advances under long-term contracts — 51,530 — 51,530 Investments in subsidiaries 3,952,215 — (3,952,215 ) — Other non-current assets — 23,285 — 23,285 Total assets $ 4,330,903 $ 3,925,355 $ (3,952,216 ) $ 4,304,042 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ — $ 1,043 $ — $ 1,043 Accrued liabilities 2,220 78,976 — 81,196 Due to affiliates — 2,332 — 2,332 Derivative liabilities 28,559 — — 28,559 Total current liabilities 30,779 82,351 — 113,130 Long-term debt, net 2,713,000 — — 2,713,000 Non-current derivative liabilities 76,440 — — 76,440 Other non-current liabilities — 891 — 891 Other non-current liabilities—affiliate — 1,231 — 1,231 Member’s equity 1,510,684 3,840,882 (3,952,216 ) 1,399,350 Total liabilities and member’s equity $ 4,330,903 $ 3,925,355 $ (3,952,216 ) $ 4,304,042 Condensed Consolidating Statement of Operations Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 1,372 — 1,372 Operating and maintenance expense—affiliate — 107 (12 ) 95 Development recovery — (81 ) — (81 ) Development recovery—affiliate — (10 ) — (10 ) General and administrative expense 709 3,531 — 4,240 General and administrative expense—affiliate — 607 — 607 Depreciation and amortization expense — 249 — 249 Total expenses 709 5,775 (12 ) 6,472 Loss from operations (709 ) (5,775 ) 12 (6,472 ) Other income (expense) Loss on early extinguishment of debt (63,318 ) — — (63,318 ) Derivative loss, net (15,571 ) — — (15,571 ) Other income (expense) (131 ) 5 — (126 ) Other income—affiliate — 12 (12 ) — Total other income (expense) (79,020 ) 17 (12 ) (79,015 ) Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Operating and maintenance expense — 572 — 572 Development expense — 13,690 — 13,690 Development expense—affiliate — 5,525 — 5,525 General and administrative expense 724 2,465 — 3,189 General and administrative expense—affiliate — 13 — 13 Depreciation and amortization expense — 55 — 55 Total expenses 724 22,320 — 23,044 Loss from operations (724 ) (22,320 ) — (23,044 ) Other income (expense) Interest expense, net of capitalized interest (25,680 ) — — (25,680 ) Loss on early extinguishment of debt (16,498 ) — — (16,498 ) Derivative loss, net (161,917 ) — — (161,917 ) Other income 36 6 — 42 Total other income (expense) (204,059 ) 6 — (204,053 ) Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Expenses Development expense — 30,294 — 30,294 Development expense—affiliate — 7,929 — 7,929 General and administrative expense — 12 — 12 Total expenses — 38,235 — 38,235 Loss from operations — (38,235 ) — (38,235 ) Other expense Interest expense—affiliate — (368 ) — (368 ) Total other expense — (368 ) — (368 ) Net loss $ — $ (38,603 ) $ — $ (38,603 ) Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (79,729 ) $ (5,758 ) $ — $ (85,487 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 249 — 249 Loss on extinguishment of debt 63,318 — — 63,318 Total losses on derivatives, net 15,571 — — 15,571 Net cash used for settlement of derivative instruments (34,082 ) — — (34,082 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 121 294 — 415 Due to affiliates — (331 ) — (331 ) Other, net (153 ) (592 ) — (745 ) Other, net—affiliate — 13 — 13 Net cash used in operating activities (34,954 ) (6,125 ) — (41,079 ) Cash flows from investing activities Property, plant and equipment, net (126,547 ) (1,924,983 ) — (2,051,530 ) Investments in subsidiaries (1,975,474 ) — 1,975,474 — Other — (44,367 ) — (44,367 ) Net cash used in investing activities (2,102,021 ) (1,969,350 ) 1,975,474 (2,095,897 ) Cash flows from financing activities Proceeds from issuances of long-term debt 4,838,000 — — 4,838,000 Repayments of debt (2,420,212 ) — — (2,420,212 ) Debt issuance and deferred financing costs (56,783 ) — — (56,783 ) Capital contributions 90 1,975,475 (1,975,474 ) 91 Distribution to affiliate (288 ) — — (288 ) Other (62 ) — — (62 ) Net cash provided by financing activities 2,360,745 1,975,475 (1,975,474 ) 2,360,746 Net increase in cash, cash equivalents and restricted cash 223,770 — — 223,770 Cash, cash equivalents and restricted cash—beginning of period 46,770 — — 46,770 Cash, cash equivalents and restricted cash—end of period $ 270,540 $ — $ — $ 270,540 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ (204,783 ) $ (22,314 ) $ — $ (227,097 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense — 55 — 55 Amortization of debt issuance costs, net of capitalization 6,340 — — 6,340 Loss on extinguishment of debt 16,498 — — 16,498 Total losses on derivatives, net 161,917 — — 161,917 Net cash used for settlement of derivative instruments (56,918 ) — — (56,918 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 453 549 — 1,002 Due to affiliates (860 ) 1,135 — 275 Advances to affiliate — (10,073 ) — (10,073 ) Other, net — 301 — 301 Other, net—affiliate — 498 — 498 Net cash used in operating activities (77,353 ) (29,849 ) — (107,202 ) Cash flows from investing activities Property, plant and equipment, net (63,783 ) (3,757,164 ) — (3,820,947 ) Investments in subsidiaries (3,804,848 ) — 3,804,848 — Other (633 ) (17,835 ) — (18,468 ) Net cash used in investing activities (3,869,264 ) (3,774,999 ) 3,804,848 (3,839,415 ) Cash flows from financing activities Proceeds from issuances of long-term debt 2,713,000 — — 2,713,000 Debt issuance and deferred financing costs (280,528 ) — — (280,528 ) Capital contributions 1,560,915 3,804,848 (3,804,848 ) 1,560,915 Net cash provided by financing activities 3,993,387 3,804,848 (3,804,848 ) 3,993,387 Net increase in cash, cash equivalents and restricted cash 46,770 — — 46,770 Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ 46,770 $ — $ — $ 46,770 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows from operating activities Net loss $ — $ (38,603 ) $ — $ (38,603 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts payable and accrued liabilities 2,366 (392 ) — 1,974 Other, net (111 ) (2,593 ) — (2,704 ) Net cash used in operating activities 2,255 (41,588 ) — (39,333 ) Cash flows from investing activities Property, plant and equipment, net — (47,373 ) — (47,373 ) Investments in subsidiaries (90,418 ) — 90,418 — Other (2,342 ) (2,746 ) — (5,088 ) Net cash used in investing activities (92,760 ) (50,119 ) 90,418 (52,461 ) Cash flows from financing activities Proceeds from affiliate debt — 1,289 — 1,289 Debt issuance and deferred financing costs (7,098 ) — — (7,098 ) Capital contributions 97,603 90,418 (90,418 ) 97,603 Net cash provided by financing activities 90,505 91,707 (90,418 ) 91,794 Net increase (decrease) in cash, cash equivalents and restricted cash — — — — Cash, cash equivalents and restricted cash—beginning of period — — — — Cash, cash equivalents and restricted cash—end of period $ — $ — $ — $ — |