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 2017 PIK Notes (the “Guarantees”). 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 September 30, 2015 and December 31, 2014 , and for the three and nine months ended September 30, 2015 and September 30, 2014 : Condensed Consolidating Balance Sheets as at September 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 12,104 $ 498 $ 49,179 $ — $ 61,781 Accounts receivable, net — — 126,476 — 126,476 Program rights, net — — 92,477 — 92,477 Other current assets 299 1,244 39,271 — 40,814 Assets held for sale — — 12,496 — 12,496 Intercompany current assets 17,443 3,570 110,801 (131,814 ) — Total current assets 29,846 5,312 430,700 (131,814 ) 334,044 Non-current assets Investments in subsidiaries 92,375 1,438,968 — (1,531,343 ) — Property, plant and equipment, net — — 109,237 — 109,237 Program rights, net — — 187,479 — 187,479 Goodwill — — 639,177 — 639,177 Broadcast licenses and other intangible assets, net — — 158,091 — 158,091 Other non-current assets 44,093 2,857 1,937 — 48,887 Intercompany non-current assets 1,162,308 42,401 301,195 (1,505,904 ) — Total non-current assets 1,298,776 1,484,226 1,397,116 (3,037,247 ) 1,142,871 Total assets $ 1,328,622 $ 1,489,538 $ 1,827,816 $ (3,169,061 ) $ 1,476,915 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 6,159 $ 243 $ 130,376 $ — $ 136,778 Current portion of long-term debt and other financing arrangements 260,083 — 1,147 — 261,230 Other current liabilities 3,680 — 21,330 — 25,010 Liabilities held for sale — — 8,350 — 8,350 Intercompany current liabilities — 125,595 6,219 (131,814 ) — Total current liabilities 269,922 125,838 167,422 (131,814 ) 431,368 Non-current liabilities Long-term debt and other financing arrangements 623,839 — 2,518 — 626,357 Other non-current liabilities 50,608 — 29,449 — 80,057 Intercompany non-current liabilities 42,402 1,299,088 164,414 (1,505,904 ) — Total non-current liabilities 716,849 1,299,088 196,381 (1,505,904 ) 706,414 Temporary equity 236,722 — — — 236,722 Total CME Ltd. shareholders’ equity 105,129 64,612 1,466,731 (1,531,343 ) 105,129 Noncontrolling interests — — (2,718 ) — (2,718 ) Total equity 105,129 64,612 1,464,013 (1,531,343 ) 102,411 Total liabilities and equity $ 1,328,622 $ 1,489,538 $ 1,827,816 $ (3,169,061 ) $ 1,476,915 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 September 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 117,322 $ — $ 117,322 Cost of revenues — — 85,832 — 85,832 Selling, general and administrative expenses (1) 4,017 152 (1,766 ) — 2,403 Restructuring costs — — 234 — 234 Operating (loss) / income (4,017 ) (152 ) 33,022 — 28,853 Interest expense (44,819 ) (27,134 ) (3,327 ) 31,282 (43,998 ) Non-operating income / (expense), net 21,799 (1,657 ) 4,663 (31,282 ) (6,477 ) (Loss) / income from continuing operations before tax and income from investment in subsidiaries (27,037 ) (28,943 ) 34,358 — (21,622 ) Credit / (provision) for income taxes — 4,425 (4,313 ) — 112 (Loss) / income from continuing operations before income from investment in subsidiaries (27,037 ) (24,518 ) 30,045 — (21,510 ) Income from investment in subsidiaries 5,515 30,033 — (35,548 ) — (Loss) / income from continuing operations (21,522 ) 5,515 30,045 (35,548 ) (21,510 ) Loss from discontinued operations, net of tax — — (265 ) — (265 ) Net (loss) / income (21,522 ) 5,515 29,780 (35,548 ) (21,775 ) Net loss attributable to noncontrolling interests — — 253 — 253 Net (loss) / income attributable to CME Ltd. $ (21,522 ) $ 5,515 $ 30,033 $ (35,548 ) $ (21,522 ) Net (loss) / income $ (21,522 ) $ 5,515 $ 29,780 $ (35,548 ) $ (21,775 ) Other comprehensive income 5,087 1,897 4,538 (6,498 ) 5,024 Comprehensive (loss) / income (16,435 ) 7,412 34,318 (42,046 ) (16,751 ) Comprehensive loss attributable to noncontrolling interests — — 316 — 316 Comprehensive (loss) / income attributable to CME Ltd. $ (16,435 ) $ 7,412 $ 34,634 $ (42,046 ) $ (16,435 ) (1) Selling, general and administrative expenses includes the reversal of charges related to the tax audits of our Romanian operations which were accrued in the fourth quarter of 2014 and in the first quarter of 2015 and fully released in the third quarter of 2015 (see Note 21, "Commitments and Contingencies" ). Condensed Consolidating Statements of Operations for the nine months ended September 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 410,289 $ — $ 410,289 Cost of revenues — — 285,889 — 285,889 Selling, general and administrative expenses (1) 12,549 367 62,100 — 75,016 Restructuring costs — — 1,329 — 1,329 Operating (loss) / income (12,549 ) (367 ) 60,971 — 48,055 Interest expense (127,959 ) (80,941 ) (9,561 ) 92,599 (125,862 ) Non-operating income / (expense), net 65,524 (5,007 ) 9,960 (92,599 ) (22,122 ) (Loss) / income from continuing operations before tax and (loss) / income from investment in subsidiaries (74,984 ) (86,315 ) 61,370 — (99,929 ) Credit / (provision) for income taxes — 12,898 (16,391 ) — (3,493 ) (Loss) / income from continuing operations before (loss) / income from investment in subsidiaries (74,984 ) (73,417 ) 44,979 — (103,422 ) (Loss) / income from investment in subsidiaries (28,490 ) 40,576 — (12,086 ) — (Loss) / income from continuing operations (103,474 ) (32,841 ) 44,979 (12,086 ) (103,422 ) Income / (loss) from discontinued operations, net of tax — 4,351 (5,220 ) — (869 ) Net (loss) / income (103,474 ) (28,490 ) 39,759 (12,086 ) (104,291 ) Net loss attributable to noncontrolling interests — — 817 — 817 Net (loss) / income attributable to CME Ltd. $ (103,474 ) $ (28,490 ) $ 40,576 $ (12,086 ) $ (103,474 ) Net (loss) / income $ (103,474 ) $ (28,490 ) $ 39,759 $ (12,086 ) $ (104,291 ) Other comprehensive (loss) / income (59,944 ) 14,739 (97,755 ) 83,727 (59,233 ) Comprehensive loss (163,418 ) (13,751 ) (57,996 ) 71,641 (163,524 ) Comprehensive loss attributable to noncontrolling interests — — 106 — 106 Comprehensive loss attributable to CME Ltd. $ (163,418 ) $ (13,751 ) $ (57,890 ) $ 71,641 $ (163,418 ) (1) Selling, general and administrative expenses includes the reversal of charges related to the tax audits of our Romanian operations which were accrued in the fourth quarter of 2014 and in the first quarter of 2015 and fully released in the third quarter of 2015 (see Note 21, "Commitments and Contingencies" ). Condensed Consolidating Statements of Operations for the three months ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 131,081 $ — $ 131,081 Cost of revenues — — 105,823 — 105,823 Selling, general and administrative expenses 3,757 608 28,574 — 32,939 Restructuring costs — — 342 — 342 Operating loss (3,757 ) (608 ) (3,658 ) — (8,023 ) Interest expense (36,480 ) (33,046 ) (7,458 ) 39,898 (37,086 ) Non-operating income / (expense), net 36,913 3,426 (6,100 ) (39,898 ) (5,659 ) Loss from continuing operations before tax and loss from investment in subsidiaries (3,324 ) (30,228 ) (17,216 ) — (50,768 ) Credit / (provision) for income taxes — 2,398 (2,938 ) — (540 ) Loss from continuing operations before loss from investment in subsidiaries (3,324 ) (27,830 ) (20,154 ) — (51,308 ) Loss from investment in subsidiaries (48,814 ) (20,984 ) — 69,798 — Loss from continuing operations (52,138 ) (48,814 ) (20,154 ) 69,798 (51,308 ) Loss from discontinued operations, net of tax — — (1,174 ) — (1,174 ) Net loss (52,138 ) (48,814 ) (21,328 ) 69,798 (52,482 ) Net loss attributable to noncontrolling interests — — 344 — 344 Net loss attributable to CME Ltd. $ (52,138 ) $ (48,814 ) $ (20,984 ) $ 69,798 $ (52,138 ) Net loss $ (52,138 ) $ (48,814 ) $ (21,328 ) $ 69,798 $ (52,482 ) Other comprehensive loss (102,127 ) (212,628 ) (104,205 ) 317,417 (101,543 ) Comprehensive loss (154,265 ) (261,442 ) (125,533 ) 387,215 (154,025 ) Comprehensive income attributable to noncontrolling interests — — (240 ) — (240 ) Comprehensive loss attributable to CME Ltd. $ (154,265 ) $ (261,442 ) $ (125,773 ) $ 387,215 $ (154,265 ) Condensed Consolidating Statements of Operations for the nine months ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net revenues $ — $ — $ 464,597 $ — $ 464,597 Cost of revenues — — 350,916 — 350,916 Selling, general and administrative expenses 12,713 1,135 91,261 — 105,109 Restructuring costs — — 8,590 — 8,590 Operating (loss) / income (12,713 ) (1,135 ) 13,830 — (18 ) Interest expense (101,104 ) (106,652 ) (23,998 ) 127,718 (104,036 ) Loss on extinguishment of debt (24,161 ) — — — (24,161 ) Non-operating income / (expense), net 113,914 11,380 (2,207 ) (127,718 ) (4,631 ) Loss from continuing operations before tax and loss from investment in subsidiaries (24,064 ) (96,407 ) (12,375 ) — (132,846 ) Credit / (provision) for income taxes — 10,327 (11,141 ) — (814 ) Loss from continuing operations before loss from investment in subsidiaries (24,064 ) (86,080 ) (23,516 ) — (133,660 ) Loss from investment in subsidiaries (128,427 ) (42,347 ) — 170,774 — Loss from continuing operations (152,491 ) (128,427 ) (23,516 ) 170,774 (133,660 ) Loss from discontinued operations, net of tax — — (19,961 ) — (19,961 ) Net loss (152,491 ) (128,427 ) (43,477 ) 170,774 (153,621 ) Net loss attributable to noncontrolling interests — — 1,130 — 1,130 Net loss attributable to CME Ltd. $ (152,491 ) $ (128,427 ) $ (42,347 ) $ 170,774 $ (152,491 ) Net loss $ (152,491 ) $ (128,427 ) $ (43,477 ) $ 170,774 $ (153,621 ) Other comprehensive loss (109,125 ) (231,371 ) (110,165 ) 342,181 (108,480 ) Comprehensive loss (261,616 ) (359,798 ) (153,642 ) 512,955 (262,101 ) Comprehensive loss attributable to noncontrolling interests — — 485 — 485 Comprehensive loss attributable to CME Ltd. $ (261,616 ) $ (359,798 ) $ (153,157 ) $ 512,955 $ (261,616 ) Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2015 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash generated from continuing operating activities $ 30,242 $ 26,285 $ 22,558 $ — $ 79,085 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment — — (26,344 ) — (26,344 ) Disposal of property, plant and equipment — — 125 — 125 Intercompany investing receipts 25,896 764 3,013 (29,673 ) — Intercompany investing payments (30,191 ) (39,491 ) (29,682 ) 99,364 — Net cash used in continuing investing activities $ (4,295 ) $ (38,727 ) $ (52,888 ) $ 69,691 $ (26,219 ) CASH FLOWS FROM FINANCING ACTIVITIES: Debt transaction costs (627 ) — — — (627 ) Payment of credit facilities and capital leases (26,117 ) — (920 ) — (27,037 ) Intercompany financing receipts 12,288 35,591 51,485 (99,364 ) — Intercompany financing payments — (28,909 ) (764 ) 29,673 — Net cash (used in) / provided by continuing financing activities $ (14,456 ) $ 6,682 $ 49,801 $ (69,691 ) $ (27,664 ) Net cash used in discontinued operations - operating activities — — (2,872 ) — (2,872 ) Net cash provided by discontinued operations - investing activities — 3,779 3,180 — 6,959 Net cash used in discontinued operations - financing activities — — (76 ) — (76 ) Impact of exchange rate fluctuations on cash and cash equivalents — (452 ) (1,278 ) — (1,730 ) Net increase / (decrease) in cash and cash equivalents $ 11,491 $ (2,433 ) $ 18,425 $ — $ 27,483 CASH AND CASH EQUIVALENTS, beginning of period 613 2,931 30,754 — 34,298 CASH AND CASH EQUIVALENTS, end of period $ 12,104 $ 498 $ 49,179 $ — $ 61,781 Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2014 Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash (used in) / generated from continuing operating activities $ (13,808 ) $ (34,282 ) $ 33,717 $ — $ (14,373 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment — — (20,129 ) — (20,129 ) Disposal of property, plant and equipment — — 162 — 162 Intercompany investing receipts 342,908 41,186 — (384,094 ) — Intercompany investing payments (362,740 ) (30,671 ) — 393,411 — Net cash (used in) / provided by continuing investing activities $ (19,832 ) $ 10,515 $ (19,967 ) $ 9,317 $ (19,967 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of Senior Debt (400,673 ) — — — (400,673 ) Debt transactions costs (11,185 ) — (1,594 ) — (12,779 ) Issuance of Senior Debt 221,374 — — — 221,374 Proceeds from credit facilities 16,801 — — — 16,801 Payment of credit facilities and capital leases — — (747 ) — (747 ) Issuance of common stock 191,825 — — — 191,825 Dividends paid to holders of noncontrolling interests — — (46 ) — (46 ) Intercompany financing receipts — 362,740 30,671 (393,411 ) — Intercompany financing payments — (342,908 ) (41,186 ) 384,094 — Net cash provided by / (used in) continuing financing activities $ 18,142 $ 19,832 $ (12,902 ) $ (9,317 ) $ 15,755 Net cash used in discontinued operations - operating activities — — (3,613 ) — (3,613 ) Net cash used in discontinued operations - investing activities — — (214 ) — (214 ) Net cash used in discontinued operations - financing activities — — (951 ) — (951 ) Impact of exchange rate fluctuations on cash and cash equivalents — (62 ) (8,112 ) — (8,174 ) Net decrease in cash and cash equivalents $ (15,498 ) $ (3,997 ) $ (12,042 ) $ — $ (31,537 ) CASH AND CASH EQUIVALENTS, beginning of period 19,461 5,422 77,439 — 102,322 CASH AND CASH EQUIVALENTS, end of period $ 3,963 $ 1,425 $ 65,397 $ — $ 70,785 |