GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION As discussed in Note 5, "Long-term Debt and Other Financing Arrangements" , our 100% owned subsidiaries, CME NV and CME BV (collectively, the "Guarantor Subsidiaries"), have agreed to fully and unconditionally, and jointly and severally, guarantee (the “Guarantees”), the 2017 PIK Notes. The Guarantor Subsidiaries are subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed securities registered or being registered with the SEC. Our remaining subsidiaries (the “Non-Guarantor Subsidiaries”) are presented separately from CME Ltd. (the “Parent Issuer”) and the Guarantor Subsidiaries in the condensed consolidating financial statements presented below. The Guarantees are senior obligations of the Guarantors and rank equal in right of payment with all of the Guarantor Subsidiaries’ existing and future senior indebtedness, including in respect of their guarantees of the 2015 Convertible Notes, the 2017 Term Loan and the 2017 Revolving Credit Facility. In addition, the Guarantees rank senior in right of payment to any other existing and future obligations of the Guarantor Subsidiaries expressly subordinated in right of payment to the Guarantees. The Guarantees effectively rank junior to all of the future indebtedness and other liabilities of our Non-Guarantor Subsidiaries, including with respect to their obligations in respect of the 2017 PIK Notes. CME Ltd. and the Guarantor Subsidiaries are holding companies with no revenue-generating operations and rely on the repayment of intercompany indebtedness and the declaration of dividends to receive distributions of cash from our operating subsidiaries and affiliates. There are no significant restrictions on CME Ltd.'s ability to obtain funds from the Guarantor Subsidiaries. The following tables present condensed consolidating financial information relating to the Guarantor Subsidiaries as at June 30, 2015 and December 31, 2014 , and for the three and six months ended June 30, 2015 and June 30, 2014 : Condensed Consolidating Balance Sheets as at June 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 258 $ 1,376 $ 36,379 $ — $ 38,013 Accounts receivable, net — — 162,800 — 162,800 Program rights, net — — 99,692 — 99,692 Other current assets 650 1,213 36,997 — 38,860 Assets held for sale — — 9,347 — 9,347 Intercompany current assets 14,615 3,164 69,835 (87,614 ) — Total current assets 15,523 5,753 415,050 (87,614 ) 348,712 Non-current assets Investments in subsidiaries 83,780 1,388,414 — (1,472,194 ) — Property, plant and equipment, net — — 106,342 — 106,342 Program rights, net — — 174,716 — 174,716 Goodwill — — 636,267 — 636,267 Broadcast licenses and other intangible assets, net — — 163,643 — 163,643 Other non-current assets 47,913 2,771 1,889 — 52,573 Intercompany non-current assets 1,151,328 37,127 289,258 (1,477,713 ) — Total non-current assets 1,283,021 1,428,312 1,372,115 (2,949,907 ) 1,133,541 Total assets $ 1,298,544 $ 1,434,065 $ 1,787,165 $ (3,037,521 ) $ 1,482,253 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 2,893 $ 206 $ 163,529 $ — $ 166,628 Current portion of long-term debt and other financing arrangements 257,229 — 1,156 — 258,385 Other current liabilities 2,404 — 19,153 — 21,557 Liabilities held for sale — — 4,997 — 4,997 Intercompany current liabilities — 86,361 1,253 (87,614 ) — Total current liabilities 262,526 86,567 190,088 (87,614 ) 451,567 Non-current liabilities Long-term debt and other financing arrangements 614,806 — 5,450 — 620,256 Other non-current liabilities 26,356 — 28,748 — 55,104 Intercompany non-current liabilities 37,128 1,290,296 150,289 (1,477,713 ) — Total non-current liabilities 678,290 1,290,296 184,487 (1,477,713 ) 675,360 Temporary equity 232,330 — — — 232,330 Total CME Ltd. shareholders’ equity 125,398 57,202 1,414,992 (1,472,194 ) 125,398 Noncontrolling interests — — (2,402 ) — (2,402 ) Total equity 125,398 57,202 1,412,590 (1,472,194 ) 122,996 Total liabilities and equity $ 1,298,544 $ 1,434,065 $ 1,787,165 $ (3,037,521 ) $ 1,482,253 Condensed Consolidating Balance Sheets as at December 31, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 613 $ 2,931 $ 30,754 $ — $ 34,298 Accounts receivable, net — — 175,866 — 175,866 Program rights, net — — 99,358 — 99,358 Other current assets 1,007 346 34,128 — 35,481 Assets held for sale — — 29,866 — 29,866 Intercompany current assets 12,582 14,333 17,492 (44,407 ) — Total current assets 14,202 17,610 387,464 (44,407 ) 374,869 Non-current assets Investments in subsidiaries 110,186 1,516,707 — (1,626,893 ) — Property, plant and equipment, net — — 114,335 — 114,335 Program rights, net — — 207,264 — 207,264 Goodwill — — 681,398 — 681,398 Broadcast licenses and other intangible assets, net — — 183,378 — 183,378 Other non-current assets 55,471 — 2,645 — 58,116 Intercompany non-current assets 1,252,708 32,781 291,589 (1,577,078 ) — Total non-current assets 1,418,365 1,549,488 1,480,609 (3,203,971 ) 1,244,491 Total assets $ 1,432,567 $ 1,567,098 $ 1,868,073 $ (3,248,378 ) $ 1,619,360 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 5,109 $ 286 $ 173,829 $ — $ 179,224 Current portion of long-term debt and other financing arrangements 251,669 — 1,190 — 252,859 Other current liabilities 271 — 7,541 — 7,812 Liabilities held for sale — — 10,632 — 10,632 Intercompany current liabilities 7,003 35,151 2,253 (44,407 ) — Total current liabilities 264,052 35,437 195,445 (44,407 ) 450,527 Non-current liabilities Long-term debt and other financing arrangements 615,698 — 5,542 — 621,240 Other non-current liabilities 16,315 482 29,688 — 46,485 Intercompany non-current liabilities 32,782 1,392,535 151,761 (1,577,078 ) — Total non-current liabilities 664,795 1,393,017 186,991 (1,577,078 ) 667,725 Temporary equity 223,926 — — — 223,926 Total CME Ltd. shareholders’ equity 279,794 138,644 1,488,249 (1,626,893 ) 279,794 Noncontrolling interests — — (2,612 ) — (2,612 ) Total equity 279,794 138,644 1,485,637 (1,626,893 ) 277,182 Total liabilities and equity $ 1,432,567 $ 1,567,098 $ 1,868,073 $ (3,248,378 ) $ 1,619,360 Condensed Consolidating Statements of Operations for the three months ended June 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 166,834 $ — $ 166,834 Cost of revenues — — 101,229 — 101,229 Selling, general and administrative expenses 4,186 46 24,480 — 28,712 Restructuring costs — — 452 — 452 Operating (loss) / income (4,186 ) (46 ) 40,673 — 36,441 Interest income 23,686 794 6,074 (30,436 ) 118 Interest expense (42,407 ) (26,666 ) (3,109 ) 30,436 (41,746 ) Foreign currency exchange gain / (loss), net 1,370 (1,870 ) 2,789 — 2,289 Change in fair value of derivatives (2,220 ) — — — (2,220 ) Other income / (expense), net — 301 (3,392 ) — (3,091 ) (Loss) / income from continuing operations before tax and income from investment in subsidiaries (23,757 ) (27,487 ) 43,035 — (8,209 ) Credit / (provision) for income taxes — 3,963 (7,423 ) — (3,460 ) (Loss) / income from continuing operations before income from investment in subsidiaries (23,757 ) (23,524 ) 35,612 — (11,669 ) Income from investment in subsidiaries 15,079 36,541 — (51,620 ) — (Loss) / income from continuing operations (8,678 ) 13,017 35,612 (51,620 ) (11,669 ) Income from discontinued operations, net of tax — 2,062 622 — 2,684 Net (loss) / income (8,678 ) 15,079 36,234 (51,620 ) (8,985 ) Net loss attributable to noncontrolling interests — — 307 — 307 Net (loss) / income attributable to CME Ltd. $ (8,678 ) $ 15,079 $ 36,541 $ (51,620 ) $ (8,678 ) Net (loss) / income $ (8,678 ) $ 15,079 $ 36,234 $ (51,620 ) $ (8,985 ) Other comprehensive income 40,446 1,481 59,921 (61,734 ) 40,114 Comprehensive income 31,768 16,560 96,155 (113,354 ) 31,129 Comprehensive loss attributable to noncontrolling interests — — 639 — 639 Comprehensive income attributable to CME Ltd. $ 31,768 $ 16,560 $ 96,794 $ (113,354 ) $ 31,768 Condensed Consolidating Statements of Operations for the six months ended June 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 292,967 $ — $ 292,967 Cost of revenues — — 200,057 — 200,057 Selling, general and administrative expenses 8,532 215 63,866 — 72,613 Restructuring costs — — 1,095 — 1,095 Operating (loss) / income (8,532 ) (215 ) 27,949 — 19,202 Interest income 47,972 1,589 11,986 (61,317 ) 230 Interest expense (83,140 ) (53,807 ) (6,234 ) 61,317 (81,864 ) Foreign currency exchange loss, net (1,017 ) (5,012 ) (3,171 ) — (9,200 ) Change in fair value of derivatives (3,230 ) — — — (3,230 ) Other income / (expense), net — 73 (3,518 ) — (3,445 ) (Loss) / income from continuing operations before tax and (loss) / income from investment in subsidiaries (47,947 ) (57,372 ) 27,012 — (78,307 ) Credit / (provision) for income taxes — 8,473 (12,078 ) — (3,605 ) (Loss) / income from continuing operations before (loss) / income from investment in subsidiaries (47,947 ) (48,899 ) 14,934 — (81,912 ) (Loss) / income from investment in subsidiaries (34,005 ) 10,543 — 23,462 — (Loss) / income from continuing operations (81,952 ) (38,356 ) 14,934 23,462 (81,912 ) Income / (loss) from discontinued operations, net of tax — 4,351 (4,955 ) — (604 ) Net (loss) / income (81,952 ) (34,005 ) 9,979 23,462 (82,516 ) Net loss attributable to noncontrolling interests — — 564 — 564 Net (loss) / income attributable to CME Ltd. $ (81,952 ) $ (34,005 ) $ 10,543 $ 23,462 $ (81,952 ) Net (loss) / income $ (81,952 ) $ (34,005 ) $ 9,979 $ 23,462 $ (82,516 ) Other comprehensive (loss) / income (65,031 ) 12,842 (102,293 ) 90,225 (64,257 ) Comprehensive loss (146,983 ) (21,163 ) (92,314 ) 113,687 (146,773 ) Comprehensive income attributable to noncontrolling interests — — (210 ) — (210 ) Comprehensive loss attributable to CME Ltd. $ (146,983 ) $ (21,163 ) $ (92,524 ) $ 113,687 $ (146,983 ) Condensed Consolidating Statements of Operations for the three months ended June 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 192,811 $ — $ 192,811 Cost of revenues — — 125,514 — 125,514 Selling, general and administrative expenses 5,289 275 36,126 — 41,690 Restructuring costs — — 2,920 — 2,920 Operating (loss) / income (5,289 ) (275 ) 28,251 — 22,687 Interest income 34,537 7,058 95 (41,589 ) 101 Interest expense (38,217 ) (34,476 ) (7,966 ) 41,589 (39,070 ) Loss on extinguishment of debt (24,161 ) — — — (24,161 ) Foreign currency exchange gain / (loss), net 784 (2,830 ) 1,709 — (337 ) Change in fair value of derivatives 2,361 426 (426 ) — 2,361 Other expense, net — — (533 ) — (533 ) (Loss) / income from continuing operations before tax and (loss) / income on investment in subsidiaries (29,985 ) (30,097 ) 21,130 — (38,952 ) Credit / (provision) for income taxes — 4,326 (6,726 ) — (2,400 ) (Loss) / income from continuing operations before (loss) / income on investment in subsidiaries (29,985 ) (25,771 ) 14,404 — (41,352 ) (Loss) / income from investment in subsidiaries (22,452 ) 3,319 — 19,133 — (Loss) / income from continuing operations (52,437 ) (22,452 ) 14,404 19,133 (41,352 ) Loss from discontinued operations, net of tax — — (11,154 ) — (11,154 ) Net (loss) / income (52,437 ) (22,452 ) 3,250 19,133 (52,506 ) Net loss attributable to noncontrolling interests — — 69 — 69 Net (loss) / income attributable to CME Ltd. $ (52,437 ) $ (22,452 ) $ 3,319 $ 19,133 $ (52,437 ) Net (loss) / income $ (52,437 ) $ (22,452 ) $ 3,250 $ 19,133 $ (52,506 ) Other comprehensive (loss) / income (8,373 ) 142,853 155,843 (298,632 ) (8,309 ) Comprehensive (loss) / income (60,810 ) 120,401 159,093 (279,499 ) (60,815 ) Comprehensive loss attributable to noncontrolling interests — — 5 — 5 Comprehensive (loss) / income attributable to CME Ltd. $ (60,810 ) $ 120,401 $ 159,098 $ (279,499 ) $ (60,810 ) Condensed Consolidating Statements of Operations for the six months ended June 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 333,516 $ — $ 333,516 Cost of revenues — — 245,093 — 245,093 Selling, general and administrative expenses 8,956 527 62,687 — 72,170 Restructuring costs — — 8,248 — 8,248 Operating (loss) / income (8,956 ) (527 ) 17,488 — 8,005 Interest income 73,728 14,105 169 (87,820 ) 182 Interest expense (64,624 ) (73,606 ) (16,540 ) 87,820 (66,950 ) Loss on extinguishment of debt (24,161 ) — — — (24,161 ) Foreign currency exchange gain / (loss), net 962 (3,722 ) 1,793 — (967 ) Change in fair value of derivatives 2,311 (2,429 ) 2,429 — 2,311 Other expense, net — — (498 ) — (498 ) (Loss) / income from continuing operations before tax and loss on investment in subsidiaries (20,740 ) (66,179 ) 4,841 — (82,078 ) Credit / (provision) for income taxes — 7,929 (8,203 ) — (274 ) Loss from continuing operations before loss on investment in subsidiaries (20,740 ) (58,250 ) (3,362 ) — (82,352 ) Loss from investment in subsidiaries (79,613 ) (21,363 ) — 100,976 — Loss from continuing operations (100,353 ) (79,613 ) (3,362 ) 100,976 (82,352 ) Loss from discontinued operations, net of tax — — (18,787 ) — (18,787 ) Net loss (100,353 ) (79,613 ) (22,149 ) 100,976 (101,139 ) Net loss attributable to noncontrolling interests — — 786 — 786 Net loss attributable to CME Ltd. $ (100,353 ) $ (79,613 ) $ (21,363 ) $ 100,976 $ (100,353 ) Net loss $ (100,353 ) $ (79,613 ) $ (22,149 ) $ 100,976 $ (101,139 ) Other comprehensive loss (6,998 ) (18,743 ) (5,960 ) 24,764 (6,937 ) Comprehensive loss (107,351 ) (98,356 ) (28,109 ) 125,740 (108,076 ) Comprehensive loss attributable to noncontrolling interests — — 725 — 725 Comprehensive loss attributable to CME Ltd. $ (107,351 ) $ (98,356 ) $ (27,384 ) $ 125,740 $ (107,351 ) Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash generated from continuing operating activities $ 16,113 $ 9,737 $ 15,672 $ — $ 41,522 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment — — (14,462 ) — (14,462 ) Disposal of property, plant and equipment — — 74 — 74 Intercompany investing receipts 19,150 764 3,013 (22,927 ) — Intercompany investing payments (15,896 ) (17,482 ) (18,653 ) 52,031 — Net cash provided by / (used in) continuing investing activities $ 3,254 $ (16,718 ) $ (30,028 ) $ 29,104 $ (14,388 ) CASH FLOWS FROM FINANCING ACTIVITIES: Debt transaction costs (627 ) — — — (627 ) Payment of credit facilities and capital leases (26,117 ) — (609 ) — (26,726 ) Intercompany financing receipts 7,022 24,211 20,798 (52,031 ) — Intercompany financing payments — (22,163 ) (764 ) 22,927 — Net cash (used in) / provided by continuing financing activities $ (19,722 ) $ 2,048 $ 19,425 $ (29,104 ) $ (27,353 ) Net cash used in discontinued operations - operating activities — — (1,630 ) — (1,630 ) Net cash provided by discontinued operations - investing activities — 3,779 3,175 — 6,954 Net cash used in discontinued operations - financing activities — — (56 ) — (56 ) Impact of exchange rate fluctuations on cash — (401 ) (933 ) — (1,334 ) Net (decrease) / increase in cash and cash equivalents $ (355 ) $ (1,555 ) $ 5,625 $ — $ 3,715 CASH AND CASH EQUIVALENTS, beginning of period 613 2,931 30,754 — 34,298 CASH AND CASH EQUIVALENTS, end of period $ 258 $ 1,376 $ 36,379 $ — $ 38,013 Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) / generated from continuing operating activities $ (16,852 ) $ (29,208 ) $ 33,501 $ — $ (12,559 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment — — (14,044 ) — (14,044 ) Disposal of property, plant and equipment — — 81 — 81 Intercompany investing receipts 315,249 41,186 — (356,435 ) — Intercompany investing payments (326,665 ) (28,019 ) — 354,684 — Net cash (used in) / provided by continuing investing activities $ (11,416 ) $ 13,167 $ (13,963 ) $ (1,751 ) $ (13,963 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of Senior Debt (400,673 ) — — — (400,673 ) Debt transactions costs (10,998 ) — (1,594 ) — (12,592 ) Issuance of Senior Notes 221,374 — — — 221,374 Proceeds from credit facilities 16,801 — — — 16,801 Payment of credit facilities and capital leases — — (463 ) — (463 ) Issuance of common stock warrants 191,825 — — — 191,825 Dividends paid to holders of noncontrolling interests — — (46 ) — (46 ) Intercompany financing receipts — 326,665 28,019 (354,684 ) — Intercompany financing payments — (315,249 ) (41,186 ) 356,435 — Net cash provided by / (used in) continuing financing activities $ 18,329 $ 11,416 $ (15,270 ) $ 1,751 $ 16,226 Net cash used in discontinued operations - operating activities — — (1,684 ) — (1,684 ) Net cash used in discontinued operations - investing activities — — (116 ) — (116 ) Net cash used in discontinued operations - financing activities — — (605 ) — (605 ) Impact of exchange rate fluctuations on cash — 44 (3,599 ) — (3,555 ) Net decrease in cash and cash equivalents $ (9,939 ) $ (4,581 ) $ (1,736 ) $ — $ (16,256 ) CASH AND CASH EQUIVALENTS, beginning of period 19,461 5,422 77,439 — 102,322 CASH AND CASH EQUIVALENTS, end of period $ 9,522 $ 841 $ 75,703 $ — $ 86,066 |