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, subject to certain limits imposed by local law (the “Guarantees”), on a senior basis the 2017 PIK Notes that were issued May 2, 2014. 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 March 31, 2014 and 2013, and for the three months ended March 31, 2014 and 2013:

Condensed Consolidating Balance Sheets as at March 31, 2014

	Parent Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	9,992	$	8,730	$	93,664	$	—		$	112,386
Accounts receivable, net	—		—		153,709		—			153,709
Program rights, net	—		—		135,084		—			135,084
Other current assets	9,835		256		45,460		—			55,551
Assets held for sale	—		—		2,989		—			2,989
Intercompany current assets	19,095		2,499		104,551		(126,145		)	—
Total current assets	38,922		11,485		535,457		(126,145		)	459,719
Non-current assets
Investments in subsidiaries	—		447,610		—		(447,610		)	—
Property, plant and equipment, net	—		—		194,584		—			194,584
Program rights, net	—		—		280,094		—			280,094
Goodwill	—		—		783,390		—			783,390
Broadcast licenses and other intangible assets, net	—		—		222,069		—			222,069
Other non-current assets	5,195		—		9,730		—			14,925
Intercompany non-current assets	1,881,877		322,025		22,425		(2,226,327		)	—
Total non-current assets	1,887,072		769,635		1,512,292		(2,673,937		)	1,495,062
Total assets	$	1,925,994	$	781,120	$	2,047,749	$	(2,800,082	)	$	1,954,781



LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	19,516	$	179		$	292,912	$	—		$	312,607
Current portion of long-term debt and other financing arrangements	—		—			1,772		—			1,772
Other current liabilities	469		—			35,461		—			35,930
Liabilities held for sale	—		—			2,989		—			2,989
Intercompany current liabilities	5,225		100,083			20,837		(126,145		)	—
Total current liabilities	25,210		100,262			353,971		(126,145		)	353,298
Non-current liabilities
Deficiency in excess of investments in subsidiaries	353,615		—			—		(353,615		)	—
Long-term debt and other financing arrangements	622,558		—			342,272		—			964,830
Other non-current liabilities	41		—			34,731		—			34,772
Intercompany non-current liabilities	322,689		1,903,638			—		(2,226,327		)	—
Total non-current liabilities	1,298,903		1,903,638			377,003		(2,579,942		)	999,602
Temporary equity	211,734		—			—		—			211,734
Total equity / (deficit)	390,147		(1,222,780		)	1,316,775		(93,995		)	390,147
Total liabilities and equity	$	1,925,994	$	781,120		$	2,047,749	$	(2,800,082	)	$	1,954,781

Condensed Consolidating Balance Sheets as at December 31, 2013

	Parent Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	19,461	$	5,422	$	79,152	$	—		$	104,035
Accounts receivable, net	—		—		179,447		—			179,447
Program rights, net	—		—		109,238		—			109,238
Other current assets	2,638		31		45,229		—			47,898
Assets held for sale	—		—		11,762		—			11,762
Intercompany current assets	53,396		2,052		—		(55,448		)	—
Total current assets	75,495		7,505		424,828		(55,448		)	452,380
Non-current assets
Investments in subsidiaries	—		479,435		—		(479,435		)	—
Property, plant and equipment, net	—		—		198,346		—			198,346
Program rights, net	—		—		289,212		—			289,212
Goodwill	—		—		782,870		—			782,870
Broadcast licenses and other intangible assets, net	—		—		225,258		—			225,258
Other non-current assets	3,976		—		9,831		—			13,807
Intercompany non-current assets	1,822,966		315,017		18,887		(2,156,870		)	—
Total non-current assets	1,826,942		794,452		1,524,404		(2,636,305		)	1,509,493
Total assets	$	1,902,437	$	801,957	$	1,949,232	$	(2,691,753	)	$	1,961,873



LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	18,234	$	41		$	275,155	$	—		$	293,430
Current portion of long-term debt and other financing arrangements	—		71			2,043		—			2,114
Other current liabilities	500		—			16,130		—			16,630
Liabilities held for sale	—		—			3,918		—			3,918
Intercompany current liabilities	7,788		45,988			1,672		(55,448		)	—
Total current liabilities	26,522		46,100			298,918		(55,448		)	316,092
Non-current liabilities
Deficiency in excess of investments in subsidiaries	296,351		—			—		(296,351		)	—
Long-term debt and other financing arrangements	620,375		—			342,568		—			962,943
Other non-current liabilities	—		—			33,947		—			33,947
Intercompany non-current liabilities	310,298		1,846,572			—		(2,156,870		)	—
Total non-current liabilities	1,227,024		1,846,572			376,515		(2,453,221		)	996,890
Temporary equity	207,890		—			—		—			207,890
Total equity / (deficit)	441,001		(1,090,715		)	1,273,799		(183,084		)	441,001
Total liabilities and equity	$	1,902,437	$	801,957		$	1,949,232	$	(2,691,753	)	$	1,961,873

Condensed Consolidating Statements of Operations for the three months ended March 31, 2014

	Parent Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Consolidated
Net revenues	$	—			$	—			$	153,050			$	—			$	153,050
Cost of revenues	—				—				129,274				—				129,274
Selling, general and administrative expenses	3,667				252				28,885				—				32,804
Restructuring costs	—				—				5,366				—				5,366
Operating loss	(3,667		)		(252		)		(10,475		)		—				(14,394		)
Interest income	39,191				7,047				136				(46,228		)		146
Interest expense	(26,407		)		(39,130		)		(8,612		)		46,228				(27,921		)
Foreign currency exchange gain / (loss), net	178				(892		)		254				—				(460		)
Change in fair value of derivatives	(50		)		(2,855		)		2,855				—				(50		)
Loss from continuing operations before tax and loss from investment in subsidiaries	9,245				(36,082		)		(15,842		)		—				(42,679		)
Credit / (provision) for income taxes	—				3,603				(1,493		)		—				2,110
Loss from continuing operations before loss from investment in subsidiaries	9,245				(32,479		)		(17,335		)		—				(40,569		)
Loss from investment in subsidiaries	(55,786		)		(23,494		)		—				79,280				—
Loss from continuing operations	(46,541		)		(55,973		)		(17,335		)		79,280				(40,569		)
Loss from discontinued operations, net of tax	—			—	—			—	(8,064		)	—	—			—	(8,064		)
Net loss	(46,541		)		(55,973		)		(25,399		)		79,280				(48,633		)
Net loss attributable to noncontrolling interests	—				—				717				—				717
Net loss attributable to CME Ltd.	(46,541		)		(55,973		)		(24,682		)		79,280				(47,916		)
Comprehensive loss attributable to CME Ltd.	$	(46,541	)		$	(55,786	)		$	(23,494	)		$	79,280			$	(46,541	)

Condensed Consolidating Statements of Operations for the three months ended March 31, 2013

	Parent Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Consolidated
Net revenues	$	—			$	—			$	132,715			$	—			$	132,715
Cost of revenues	—				—				134,735				—				134,735
Selling, general and administrative expenses	3,374				192				29,499				—				33,065
Operating loss	(3,374		)		(192		)		(31,519		)		—				(35,085		)
Interest income	36,340				15				217				(36,337		)		235
Interest expense	(24,590		)		(30,106		)		(13,654		)		36,337				(32,013		)
Foreign currency exchange loss, net	(37,842		)		(582		)		(11,458		)		—				(49,882		)
Change in fair value of derivatives	—				—				104				—				104
Other (expense) / income	—				(38		)		22				—				(16		)
Loss from continuing operations before tax and loss on investment in subsidiaries	(29,466		)		(30,903		)		(56,288		)		—				(116,657		)
Credit for income taxes	—				3,777				3,841				—				7,618
Loss from continuing operations before loss on investment in subsidiaries	(29,466		)		(27,126		)		(52,447		)		—				(109,039		)
Loss on investment in subsidiaries	(76,494		)		(49,757		)		—				126,251				—
Loss from continuing operations	(105,960		)		(76,883		)		(52,447		)		126,251				(109,039		)
Income from discontinued operations, net of tax	—			—	—			—	77			—	—			—	77
Net loss	(105,960		)		(76,883		)		(52,370		)		126,251				(108,962		)
Net loss attributable to noncontrolling interests	—				—				682				—				682
Net loss attributable to CME Ltd.	(105,960		)		(76,883		)		(51,688		)		126,251				(108,280		)
Comprehensive loss attributable to CME Ltd.	$	(105,960	)		$	(76,494	)		$	(49,757	)		$	126,251			$	(105,960	)

Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2014

	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) / generated from continuing operating activities	$	(24,649	)	$	(2,584	)	$	45,490		$	—		$	18,257

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	—			—			(8,982		)	—			(8,982		)
Disposal of property, plant and equipment	—			—			69			—			69
Intercompany investing activity	15,242			21,096			—			(36,338		)	—
Net cash used in continuing investing activities	15,242			21,096			(8,913		)	(36,338		)	(8,913		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Debt transaction costs	(62		)	—			(827		)	—			(889		)
Payment of credit facilities and capital leases	—			—			(458		)	—			(458		)
Dividends paid to holders of noncontrolling interests	—			—			(46		)	—			(46		)
Intercompany financing activity	—			(15,242		)	(21,096		)	36,338			—
Net cash provided by / (used in) continuing financing activities	(62		)	(15,242		)	(22,427		)	36,338			(1,393		)

Net cash provided by discontinued operations - operating activities	—			—			348			—			348
Net cash used in discontinued operations - financing activities	—			—			(286		)	—			(286		)

Impact of exchange rate fluctuations on cash	—			38			300			—			338
Net (decrease) / increase in cash and cash equivalents	(9,469		)	3,308			14,512			—			8,351
CASH AND CASH EQUIVALENTS, beginning of period	19,461			5,422			79,152			—			104,035
CASH AND CASH EQUIVALENTS, end of period	$	9,992		$	8,730		$	93,664		$	—		$	112,386

Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2013

	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) / generated from continuing operating activities	$	(25,710	)	$	2,720		$	20,714		$	—		$	(2,276	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	—			—			(10,230		)	—			(10,230		)
Disposal of property, plant and equipment	—			—			167			—			167
Intercompany investing activity	—			(26,012		)	—			26,012			—
Net cash used in continuing investing activities	—			(26,012		)	(10,063		)	26,012			(10,063		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Senior Notes	(20,467		)	—			—			—			(20,467		)
Debt transactions costs	(780		)	—			—			—			(780		)
Change in restricted cash	20,467			—			—			—			20,467
Proceeds from credit facilities	—			—			228			—			228
Payment of credit facilities and capital leases	—			—			(273		)	—			(273		)
Dividends paid to holders of noncontrolling interests	—			—			(113		)	—			(113		)
Intercompany financing activity	20,449			20,749			(15,186		)	(26,012		)	—
Net cash provided by / (used in) financing activities	19,669			20,749			(15,344		)	(26,012		)	(938		)

Net cash provided by discontinued operations - operating activities	—			—			713			—			713
Net cash used in discontinued operations - financing activities	—			—			(24		)	—			(24		)

Impact of exchange rate fluctuations on cash	—			21			(5,330		)	—			(5,309		)
Net decrease in cash and cash equivalents	(6,041		)	(2,522		)	(9,334		)	—			(17,897		)
CASH AND CASH EQUIVALENTS, beginning of period	9,372			2,836			127,455			—			139,663
CASH AND CASH EQUIVALENTS, end of period	$	3,331		$	314		$	118,121		$	—		$	121,766