Supplemental Guarantor Information | NOTE 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 indentures governing each of the CCH Senior Notes (the “CCH Indentures”), (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indentures and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 9—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 March 31, 2020. Condensed Consolidating Balance Sheet March 31, 2020 (in millions) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 80 14 — 94 Accounts and other receivables — 74 — 74 Accounts receivable—affiliate — 50 — 50 Advances to affiliate — 93 — 93 Inventory — 67 — 67 Derivative assets — 96 — 96 Derivative assets—related party — 4 — 4 Other current assets — 12 — 12 Total current assets 80 410 — 490 Property, plant and equipment, net 1,351 11,162 — 12,513 Debt issuance and deferred financing costs, net 13 — — 13 Non-current derivative assets — 199 — 199 Non-current derivative assets—related party — 2 — 2 Investments in subsidiaries 11,316 — (11,316 ) — Other non-current assets, net 1 52 — 53 Total assets $ 12,761 $ 11,825 $ (11,316 ) $ 13,270 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ — $ 8 $ — $ 8 Accrued liabilities 100 144 — 244 Accrued liabilities—related party — 7 — 7 Current debt 141 — — 141 Due to affiliates — 18 — 18 Derivative liabilities 184 7 — 191 Other current liabilities — 1 — 1 Other current liabilities—affiliate — 1 — 1 Total current liabilities 425 186 — 611 Long-term debt, net 10,099 — — 10,099 Non-current derivative liabilities 105 79 — 184 Other non-current liabilities — 9 — 9 Member’s equity 2,132 11,551 (11,316 ) 2,367 Total liabilities and member’s equity $ 12,761 $ 11,825 $ (11,316 ) $ 13,270 Condensed Consolidating Balance Sheet December 31, 2019 (in millions) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 69 11 — 80 Accounts and other receivables — 58 — 58 Accounts receivable—affiliate — 57 — 57 Advances to affiliate — 115 — 115 Inventory — 69 — 69 Derivative assets — 74 — 74 Derivative assets—related party — 3 — 3 Other current assets — 15 — 15 Total current assets 69 402 — 471 Property, plant and equipment, net 1,331 11,176 — 12,507 Debt issuance and deferred financing costs, net 15 — — 15 Non-current derivative assets — 61 — 61 Non-current derivative assets—related party — 2 — 2 Investments in subsidiaries 11,224 — (11,224 ) — Other non-current assets, net — 56 — 56 Total assets $ 12,639 $ 11,697 $ (11,224 ) $ 13,112 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ — $ 7 $ — $ 7 Accrued liabilities 9 361 — 370 Accrued liabilities—related party — 3 — 3 Due to affiliates 1 26 — 27 Derivative liabilities 40 6 — 46 Other current liabilities—affiliate — 1 — 1 Total current liabilities 50 404 — 454 Long-term debt, net 10,093 — — 10,093 Non-current derivative liabilities 49 86 — 135 Other non-current liabilities — 11 — 11 Other non-current liabilities—affiliate — 1 — 1 Member’s equity 2,447 11,195 (11,224 ) 2,418 Total liabilities and member’s equity $ 12,639 $ 11,697 $ (11,224 ) $ 13,112 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2020 (in millions) Parent Issuer Guarantors Eliminations Consolidated Revenues LNG revenues $ — $ 343 $ — $ 343 LNG revenues—affiliate — 190 — 190 Total revenues — 533 — 533 Operating costs and expenses Cost of sales (excluding items shown separately below) — 49 — 49 Cost of sales—affiliate — 6 6 Cost of sales—related party — 23 — 23 Operating and maintenance expense — 89 — 89 Operating and maintenance expense—affiliate — 20 — 20 General and administrative expense 1 1 — 2 General and administrative expense—affiliate — 5 — 5 Depreciation and amortization expense 9 75 — 84 Total operating costs and expenses 10 268 — 278 Loss from operations (10) 265 — 255 Other income (expense) Interest expense, net of capitalized interest (99) — — (99) Interest rate derivative loss, net (208) — — (208) Other income, net 1 — — 1 Total other expense (306) — — (306) Net loss $ (316) $ 265 $ — $ (51) Condensed Consolidating Statement of Operations Three Months Ended March 31, 2019 (in millions) Parent Issuer Guarantors Eliminations Consolidated Revenues LNG revenues $ — $ 13 $ — $ 13 LNG revenues—affiliate — 93 — 93 Total revenues — 106 — 106 Operating costs and expenses Cost of sales (excluding items shown separately below) — 59 — 59 Cost of sales—related party — 10 — 10 Operating and maintenance expense — 32 — 32 Operating and maintenance expense—affiliate — 5 — 5 General and administrative expense 1 1 — 2 General and administrative expense—affiliate — 1 — 1 Depreciation and amortization expense 1 21 — 22 Total operating costs and expenses 2 129 — 131 Loss from operations (2 ) (23 ) — (25 ) Other income (expense) Interest expense, net of capitalized interest (12 ) — — (12 ) Interest rate derivative loss, net (35 ) — — (35 ) Other income, net 1 — — 1 Total other expense (46 ) — — (46 ) Net loss $ (48 ) $ (23 ) $ — $ (71 ) Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2020 (in millions) Parent Issuer Guarantors Eliminations Consolidated Cash flows provided by operating activities $ 159 $ 125 $ (190 ) $ 94 Cash flows from investing activities Property, plant and equipment, net (7 ) (213 ) — (220 ) Investments in subsidiaries (664 ) — 664 — Distributions received from affiliates 382 — (382 ) — Other — (1 ) — (1 ) Net cash used in investing activities (289 ) (214 ) 282 (221 ) Cash flows from financing activities Proceeds from issuances of debt 141 — — 141 Capital contributions — 664 (664 ) — Distributions — (572 ) 572 — Net cash provided by financing activities 141 92 (92 ) 141 Net increase in cash, cash equivalents and restricted cash 11 3 — 14 Cash, cash equivalents and restricted cash—beginning of period 69 11 — 80 Cash, cash equivalents and restricted cash—end of period $ 80 $ 14 $ — $ 94 Balances per Condensed Consolidating Balance Sheet: March 31, 2020 Parent Issuer Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — Restricted cash 80 14 — 94 Total cash, cash equivalents and restricted cash $ 80 $ 14 $ — $ 94 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2019 (in millions) Parent Issuer Guarantors Eliminations Consolidated Cash flows used in operating activities $ — $ (19 ) $ (3 ) $ (22 ) Cash flows from investing activities Property, plant and equipment, net (55 ) (315 ) — (370 ) Investments in subsidiaries (561 ) — 561 — Distributions received from affiliates 219 — (219 ) — Other — (2 ) — (2 ) Net cash used in investing activities (397 ) (317 ) 342 (372 ) Cash flows from financing activities Proceeds from issuances of debt 692 — — 692 Repayments of debt (369 ) — — (369 ) Capital contributions — 561 (561 ) — Distributions — (222 ) 222 — Net cash provided by financing activities 323 339 (339 ) 323 Net increase (decrease) in cash, cash equivalents and restricted cash (74 ) 3 — (71 ) Cash, cash equivalents and restricted cash—beginning of period 282 7 — 289 Cash, cash equivalents and restricted cash—end of period $ 208 $ 10 $ — $ 218 | NOTE 16—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 indentures governing each of the CCH Senior Notes (the “CCH Indentures”), (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indentures and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. See Note 10—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, 2019. Condensed Consolidating Balance Sheet December 31, 2019 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 68,787 10,954 — 79,741 Accounts and other receivables — 57,712 — 57,712 Accounts receivable—affiliate — 57,211 — 57,211 Advances to affiliate — 115,476 — 115,476 Inventory — 69,179 — 69,179 Derivative assets — 73,809 — 73,809 Derivative assets—related party — 2,623 — 2,623 Other current assets 249 14,603 — 14,852 Other current assets—affiliate — 5 — 5 Total current assets 69,036 401,572 — 470,608 Property, plant and equipment, net 1,330,748 11,176,671 — 12,507,419 Debt issuance and deferred financing costs, net 14,705 — — 14,705 Non-current derivative assets — 61,217 — 61,217 Non-current derivative assets—related party — 1,933 — 1,933 Investments in subsidiaries 11,224,400 — (11,224,400 ) — Other non-current assets, net — 55,630 — 55,630 Total assets $ 12,638,889 $ 11,697,023 $ (11,224,400 ) $ 13,111,512 LIABILITIES AND MEMBER’S EQUITY Current liabilities Accounts payable $ 32 $ 7,258 $ — $ 7,290 Accrued liabilities 9,488 360,492 — 369,980 Accrued liabilities—related party — 2,531 — 2,531 Due to affiliates 337 26,563 — 26,900 Derivative liabilities 39,566 6,920 — 46,486 Other current liabilities — 364 — 364 Other current liabilities—affiliate — 519 — 519 Total current liabilities 49,423 404,647 — 454,070 Long-term debt, net 10,093,480 — — 10,093,480 Non-current derivative liabilities 48,661 86,006 — 134,667 Other non-current liabilities — 10,433 — 10,433 Other non-current liabilities—affiliate — 1,284 — 1,284 Member’s equity 2,447,325 11,194,653 (11,224,400 ) 2,417,578 Total liabilities and member’s equity $ 12,638,889 $ 11,697,023 $ (11,224,400 ) $ 13,111,512 Condensed Consolidating Balance Sheet December 31, 2018 (in thousands) Parent Issuer Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ — $ — $ — $ — Restricted cash 282,248 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 assets 10,556 5,071 — 15,627 Derivative assets—related party — 2,132 — 2,132 Other current assets 178 15,039 — 15,217 Other current assets—affiliate — 634 (1 ) 633 Total current assets 292,982 196,413 (1 ) 489,394 Property, plant and equipment, net 1,094,671 10,044,154 — 11,138,825 Debt issuance and deferred financing costs, net 38,012 — — 38,012 Non-current derivative assets 7,917 11,115 — 19,032 Non-current derivative assets—related party — 3,381 — 3,381 Investments in subsidiaries 10,194,296 — (10,194,296 ) — Other non-current assets, net 1 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 liabilities 1,242 160,963 — 162,205 Current debt 168,000 — — 168,000 Due to affiliates — 25,086 — 25,086 Derivative liabilities 6 13,570 — 13,576 Total current liabilities 169,319 215,750 — 385,069 Long-term debt, net 9,245,552 — — 9,245,552 Non-current derivative liabilities 398 8,197 — 8,595 Member’s equity 2,212,610 10,062,824 (10,194,297 ) 2,081,137 Total liabilities and member’s equity $ 11,627,879 $ 10,286,771 $ (10,194,297 ) $ 11,720,353 Condensed Consolidating Statement of Operations Year Ended December 31, 2019 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues LNG revenues $ — $ 679,070 $ — $ 679,070 LNG revenues—affiliate — 726,100 — 726,100 Total revenues — 1,405,170 — 1,405,170 Operating costs and expenses Cost of sales (excluding depreciation and amortization expense shown separately below) — 691,301 — 691,301 Cost of sales—affiliate — 3,015 — 3,015 Cost of sales—related party — 85,429 — 85,429 Operating and maintenance expense — 242,027 — 242,027 Operating and maintenance expense—affiliate — 59,319 — 59,319 Development expense — 596 — 596 Development expense—affiliate — 61 — 61 General and administrative expense 2,082 4,024 — 6,106 General and administrative expense—affiliate — 11,352 — 11,352 Depreciation and amortization expense 24,297 206,483 — 230,780 Impairment expense and loss on disposal of assets — 364 — 364 Total operating costs and expenses 26,379 1,303,971 — 1,330,350 Income (loss) from operations (26,379 ) 101,199 — 74,820 Other income (expense) Interest expense, net of capitalized interest (278,035 ) — — (278,035 ) Loss on modification or extinguishment of debt (41,296 ) — — (41,296 ) Derivative loss, net (133,427 ) — — (133,427 ) Other income 3,387 528 (273 ) 3,642 Total other income (expense) (449,371 ) 528 (273 ) (449,116 ) Net income (loss) $ (475,750 ) $ 101,727 $ (273 ) $ (374,296 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2018 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Operating costs and expenses (recoveries) Cost of sales (excluding depreciation and amortization expense shown separately below) — 172 — 172 Operating and maintenance recovery — (96 ) — (96 ) Operating and maintenance expense—affiliate — 4,283 — 4,283 Development expense — 177 — 177 General and administrative expense 1,513 3,750 — 5,263 General and administrative expense—affiliate — 2,201 — 2,201 Depreciation and amortization expense 239 9,620 — 9,859 Impairment expense and gain on disposal of assets — 20 — 20 Total operating costs and expenses 1,752 20,127 — 21,879 Loss from operations (1,752 ) (20,127 ) — (21,879 ) Other income (expense) Loss on modification or extinguishment of debt (15,332 ) — — (15,332 ) Derivative gain, net 43,105 — — 43,105 Other income 352 7,952 (7,912 ) 392 Total other income 28,125 7,952 (7,912 ) 28,165 Net income (loss) $ 26,373 $ (12,175 ) $ (7,912 ) $ 6,286 Condensed Consolidating Statement of Operations Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Revenues $ — $ — $ — $ — Operating costs and expenses Cost of sales (excluding depreciation and amortization expense shown separately below) — 91 — 91 Operating and maintenance expense — 3,024 — 3,024 Operating and maintenance expense—affiliate — 2,401 — 2,401 Development expense — 516 — 516 Development expense—affiliate — 8 — 8 General and administrative expense 1,360 4,191 — 5,551 General and administrative expense—affiliate — 1,173 — 1,173 Depreciation and amortization expense 13 879 — 892 Impairment expense and gain on disposal of assets — 5,505 — 5,505 Total operating costs and expenses 1,373 17,788 — 19,161 Loss from operations (1,373 ) (17,788 ) — (19,161 ) Other income (expense) Loss on modification or extinguishment of debt (32,480 ) — — (32,480 ) Derivative gain, net 3,249 — — 3,249 Other income (expense) (265 ) 15,580 (15,575 ) (260 ) Total other income (expense) (29,496 ) 15,580 (15,575 ) (29,491 ) Net loss $ (30,869 ) $ (2,208 ) $ (15,575 ) $ (48,652 ) Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2019 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities $ (237,471 ) $ 250,856 $ (46,758 ) $ (33,373 ) Cash flows from investing activities Property, plant and equipment, net (242,322 ) (1,274,840 ) — (1,517,162 ) Investments in subsidiaries (2,711,350 ) — 2,711,350 — Distributions received from affiliates 1,634,489 — (1,634,489 ) — Other — (2,058 ) — (2,058 ) Net cash used in investing activities (1,319,183 ) (1,276,898 ) 1,076,861 (1,519,220 ) Cash flows from financing activities Proceeds from issuances of debt 4,203,550 — — 4,203,550 Repayments of debt (3,543,757 ) — — (3,543,757 ) Debt issuance and deferred financing costs (16,210 ) — — (16,210 ) Debt extinguishment cost (11,127 ) — — (11,127 ) Capital contributions 710,737 2,711,350 (2,711,350 ) 710,737 Distributions — (1,681,247 ) 1,681,247 — Net cash provided by financing activities 1,343,193 1,030,103 (1,030,103 ) 1,343,193 Net increase (decrease) in cash, cash equivalents and restricted cash (213,461 ) 4,061 — (209,400 ) Cash, cash equivalents and restricted cash—beginning of period 282,248 6,893 — 289,141 Cash, cash equivalents and restricted cash—end of period $ 68,787 $ 10,954 $ — $ 79,741 Balances per Condensed Consolidating Balance Sheet: December 31, 2019 Parent Issuer Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — Restricted cash 68,787 10,954 — 79,741 Total cash, cash equivalents and restricted cash $ 68,787 $ 10,954 $ — $ 79,741 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows used in operating activities $ (6,854 ) $ (51,913 ) $ (1,395 ) $ (60,162 ) Cash flows from investing activities Property, plant and equipment, net (555,946 ) (2,406,990 ) — (2,962,936 ) Investments in subsidiaries (2,532,266 ) — 2,532,266 — Distributions received from affiliates 67,744 — (67,744 ) — Other — 2,669 — 2,669 Net cash used in investing activities (3,020,468 ) (2,404,321 ) 2,464,522 (2,960,267 ) Cash flows from financing activities Proceeds from issuances of debt 3,114,800 — — 3,114,800 Repayments of debt (301,455 ) — — (301,455 ) Debt issuance and deferred financing costs (45,743 ) — — (45,743 ) Debt extinguishment cost (9,108 ) — — (9,108 ) Capital contributions 324,517 2,532,266 (2,532,266 ) 324,517 Distributions — (69,139 ) 69,139 — Net cash provided by financing activities 3,083,011 2,463,127 (2,463,127 ) 3,083,011 Net increase in cash, cash equivalents and restricted cash 55,689 6,893 — 62,582 Cash, cash equivalents and restricted cash—beginning of period 226,559 — — 226,559 Cash, cash equivalents and restricted cash—end of period $ 282,248 $ 6,893 $ — $ 289,141 Balances per Condensed Consolidating Balance Sheet: December 31, 2018 Parent Issuer Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ — $ — $ — Restricted cash 282,248 6,893 — 289,141 Total cash, cash equivalents and restricted cash $ 282,248 $ 6,893 $ — $ 289,141 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (in thousands) Parent Issuer Guarantors Eliminations Consolidated Cash flows used in operating activities $ (52,633 ) $ (11,683 ) $ — $ (64,316 ) Cash flows from investing activities Property, plant and equipment, net (253,612 ) (1,733,642 ) — (1,987,254 ) Investments in subsidiaries (1,720,280 ) — 1,720,280 — Other — 25,045 — 25,045 Net cash used in investing activities (1,973,892 ) (1,708,597 ) 1,720,280 (1,962,209 ) Cash flows from financing activities Proceeds from issuances of debt 3,040,000 — — 3,040,000 Repayments of debt (1,436,050 ) — — (1,436,050 ) Debt issuance and deferred financing costs (23,496 ) — — (23,496 ) Debt extinguishment cost (29 ) — — (29 ) Capital contributions 402,119 1,720,437 (1,720,437 ) 402,119 Distributions — (157 ) 157 — Net cash provided by financing activities 1,982,544 1,720,280 (1,720,280 ) 1,982,544 Net decrease in cash, cash equivalents and restricted cash (43,981 ) — — (43,981 ) Cash, cash equivalents and restricted cash—beginning of period 270,540 — — 270,540 Cash, cash equivalents and restricted cash—end of period $ 226,559 $ — $ — $ 226,559 |