Supplemental Guarantor Information | 9 Months Ended |
Mar. 31, 2014 |
Supplemental Guarantor Information | ' |
NOTE 18. SUPPLEMENTAL GUARANTOR INFORMATION |
In May 2012, 21CFA entered into a credit agreement (the “Credit Agreement”), among 21CFA as Borrower, the Company as Parent Guarantor, the lenders named therein, the initial issuing banks named therein, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) and Citibank, N.A. as Co-Administrative Agents, JPMorgan Chase as Designated Agent and Bank of America, N.A. as Syndication Agent. The Credit Agreement provides a $2 billion unsecured revolving credit facility with a sub-limit of $400 million (or its equivalent in Euros) available for the issuance of letters of credit and a maturity date of May 2017. Under the Credit Agreement, the Company may request an increase in the amount of the credit facility up to a maximum amount of $2.5 billion and the Company may request that the maturity date be extended for up to two additional one-year periods. Borrowings are issuable in U.S. dollars only, while letters of credit are issuable in U.S. dollars or Euros. The material terms of the agreement include the requirement that the Company maintain specific leverage ratios and limitations on secured indebtedness. Fees under the Credit Agreement will be based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. Given the current debt ratings, 21CFA pays a facility fee of 0.125% and an initial drawn cost of LIBOR plus 1.125%. |
The Parent Guarantor presently guarantees the senior public indebtedness of 21CFA and the guarantee is full and unconditional. The supplemental condensed consolidating financial information of the Parent Guarantor should be read in conjunction with these consolidated financial statements. |
In accordance with rules and regulations of the SEC, the Company uses the equity method to account for the results of all of the non-guarantor subsidiaries, representing substantially all of the Company’s consolidated results of operations, excluding certain intercompany eliminations. |
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The following condensed consolidating financial statements present the results of operations, financial position and cash flows of 21CFA, the Company and the subsidiaries of the Company and the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis. |
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Supplemental Condensed Consolidating Statement of Operations |
For the three months ended March 31, 2014 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
Revenues | $ | 1 | | | $ | - | | | $ | 8,218 | | | $ | - | | | $ | 8,219 | |
Expenses | | (68 | ) | | | - | | | | (6,652 | ) | | | - | | | | (6,720 | ) |
Equity earnings of affiliates | | 1 | | | | - | | | | 169 | | | | - | | | | 170 | |
Interest expense, net | | (396 | ) | | | (142 | ) | | | (14 | ) | | | 268 | | | | (284 | ) |
Interest income | | 1 | | | | 1 | | | | 272 | | | | (268 | ) | | | 6 | |
Earnings (losses) from subsidiary entities | | 236 | | | | 1,203 | | | | - | | | | (1,439 | ) | | | - | |
Other, net | | 5 | | | | - | | | | (38 | ) | | | - | | | | (33 | ) |
(Loss) income from continuing operations | | (220 | ) | | | 1,062 | | | | 1,955 | | | | (1,439 | ) | | | 1,358 | |
before income tax expense |
Income tax benefit (expense) | | 50 | | | | - | | | | (390 | ) | | | 71 | | | | (269 | ) |
(Loss) income from continuing operations | | (170 | ) | | | 1,062 | | | | 1,565 | | | | (1,368 | ) | | | 1,089 | |
(Loss) from discontinued operations, net of tax | | (7 | ) | | | (9 | ) | | | - | | | | - | | | | (16 | ) |
Net (loss) income | | (177 | ) | | | 1,053 | | | | 1,565 | | | | (1,368 | ) | | | 1,073 | |
Less: Net income attributable to | | - | | | | - | | | | (20 | ) | | | - | | | | (20 | ) |
noncontrolling interests |
Net (loss) income attributable to Twenty-First | $ | (177 | ) | | $ | 1,053 | | | $ | 1,545 | | | $ | (1,368 | ) | | $ | 1,053 | |
Century Fox stockholders |
Comprehensive (loss) income attributable to | $ | (215 | ) | | $ | 1,085 | | | $ | 1,689 | | | $ | (1,474 | ) | | $ | 1,085 | |
Twenty-First Century Fox stockholders |
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See notes to supplemental guarantor information |
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Supplemental Condensed Consolidating Statement of Operations |
For the three months ended March 31, 2013 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
Revenues | $ | 1 | | | $ | - | | | $ | 7,352 | | | $ | - | | | $ | 7,353 | |
Expenses | | (132 | ) | | | - | | | | (5,888 | ) | | | - | | | | (6,020 | ) |
Equity earnings of affiliates | | 1 | | | | - | | | | 131 | | | | - | | | | 132 | |
Interest expense, net | | (381 | ) | | | (128 | ) | | | (18 | ) | | | 250 | | | | (277 | ) |
Interest income | | - | | | | 1 | | | | 257 | | | | (250 | ) | | | 8 | |
Earnings (losses) from subsidiary entities | | 2,388 | | | | 2,971 | | | | - | | | | (5,359 | ) | | | - | |
Other, net | | (24 | ) | | | 2 | | | | 2,131 | | | | - | | | | 2,109 | |
Income (loss) from continuing operations | | 1,853 | | | | 2,846 | | | | 3,965 | | | | (5,359 | ) | | | 3,305 | |
before income tax expense |
Income tax (expense) benefit | | (393 | ) | | | - | | | | (883 | ) | | | 548 | | | | (728 | ) |
Income (loss) from continuing operations | | 1,460 | | | | 2,846 | | | | 3,082 | | | | (4,811 | ) | | | 2,577 | |
Income from discontinued operations, net of tax | | 8 | | | | 8 | | | | 305 | | | | - | | | | 321 | |
Net income (loss) | | 1,468 | | | | 2,854 | | | | 3,387 | | | | (4,811 | ) | | | 2,898 | |
Less: Net income attributable to | | - | | | | - | | | | (44 | ) | | | - | | | | (44 | ) |
noncontrolling interests |
Net income (loss) attributable to Twenty-First | $ | 1,468 | | | $ | 2,854 | | | $ | 3,343 | | | $ | (4,811 | ) | | $ | 2,854 | |
Century Fox stockholders |
Comprehensive income (loss) attributable to | $ | 1,391 | | | $ | 2,407 | | | $ | 3,249 | | | $ | (4,640 | ) | | $ | 2,407 | |
Twenty-First Century Fox stockholders |
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See notes to supplemental guarantor information |
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Supplemental Condensed Consolidating Statement of Operations |
For the nine months ended March 31, 2014 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
Revenues | $ | 1 | | | $ | - | | | $ | 23,442 | | | $ | - | | | $ | 23,443 | |
Expenses | | (233 | ) | | | - | | | | (19,162 | ) | | | - | | | | (19,395 | ) |
Equity earnings of affiliates | | 1 | | | | - | | | | 429 | | | | - | | | | 430 | |
Interest expense, net | | (1,174 | ) | | | (418 | ) | | | (27 | ) | | | 789 | | | | (830 | ) |
Interest income | | 2 | | | | 2 | | | | 806 | | | | (789 | ) | | | 21 | |
Earnings (losses) from subsidiary entities | | 770 | | | | 3,228 | | | | - | | | | (3,998 | ) | | | - | |
Other, net | | 280 | | | | - | | | | (157 | ) | | | - | | | | 123 | |
(Loss) income from continuing operations | | (353 | ) | | | 2,812 | | | | 5,331 | | | | (3,998 | ) | | | 3,792 | |
before income tax expense |
Income tax benefit (expense) | | 86 | | | | - | | | | (1,306 | ) | | | 291 | | | | (929 | ) |
(Loss) income from continuing operations | | (267 | ) | | | 2,812 | | | | 4,025 | | | | (3,707 | ) | | | 2,863 | |
(Loss) income from discontinued operations, | | (7 | ) | | | 703 | | | | - | | | | - | | | | 696 | |
net of tax |
Net (loss) income | | (274 | ) | | | 3,515 | | | | 4,025 | | | | (3,707 | ) | | | 3,559 | |
Less: Net income attributable to | | - | | | | - | | | | (44 | ) | | | - | | | | (44 | ) |
noncontrolling interests |
Net (loss) income attributable to Twenty-First | $ | (274 | ) | | $ | 3,515 | | | $ | 3,981 | | | $ | (3,707 | ) | | $ | 3,515 | |
Century Fox stockholders |
Comprehensive (loss) income attributable to | $ | (72 | ) | | $ | 3,858 | | | $ | 4,706 | | | $ | (4,634 | ) | | $ | 3,858 | |
Twenty-First Century Fox stockholders |
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See notes to supplemental guarantor information |
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Supplemental Condensed Consolidating Statement of Operations |
For the nine months ended March 31, 2013 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
Revenues | $ | 1 | | | $ | - | | | $ | 20,462 | | | $ | - | | | $ | 20,463 | |
Expenses | | (388 | ) | | | - | | | | (15,973 | ) | | | - | | | | (16,361 | ) |
Equity (losses) earnings of affiliates | | (1 | ) | | | - | | | | 433 | | | | - | | | | 432 | |
Interest expense, net | | (1,143 | ) | | | (364 | ) | | | (22 | ) | | | 727 | | | | (802 | ) |
Interest income | | 1 | | | | 5 | | | | 760 | | | | (727 | ) | | | 39 | |
Earnings (losses) from subsidiary entities | | 5,030 | | | | 7,811 | | | | - | | | | (12,841 | ) | | | - | |
Other, net | | (31 | ) | | | 6 | | | | 3,697 | | | | - | | | | 3,672 | |
Income (loss) from continuing operations | | 3,469 | | | | 7,458 | | | | 9,357 | | | | (12,841 | ) | | | 7,443 | |
before income tax expense |
Income tax (expense) benefit | | (670 | ) | | | - | | | | (1,807 | ) | | | 1,040 | | | | (1,437 | ) |
Income (loss) from continuing operations | | 2,799 | | | | 7,458 | | | | 7,550 | | | | (11,801 | ) | | | 6,006 | |
Income from discontinued operations, net of tax | | 23 | | | | 10 | | | | 1,592 | | | | - | | | | 1,625 | |
Net income (loss) | | 2,822 | | | | 7,468 | | | | 9,142 | | | | (11,801 | ) | | | 7,631 | |
Less: Net income attributable to | | - | | | | - | | | | (163 | ) | | | - | | | | (163 | ) |
noncontrolling interests |
Net income (loss) attributable to Twenty-First | $ | 2,822 | | | $ | 7,468 | | | $ | 8,979 | | | $ | (11,801 | ) | | $ | 7,468 | |
Century Fox stockholders |
Comprehensive income (loss) attributable to | $ | 2,726 | | | $ | 7,330 | | | $ | 8,804 | | | $ | (11,530 | ) | | $ | 7,330 | |
Twenty-First Century Fox stockholders |
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See notes to supplemental guarantor information |
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Supplemental Condensed Consolidating Balance Sheet |
At March 31, 2014 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
ASSETS: | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 466 | | | $ | 3,152 | | | $ | 1,899 | | | $ | - | | | $ | 5,517 | |
Receivables, net | | 19 | | | | - | | | | 6,307 | | | | (12 | ) | | | 6,314 | |
Inventories, net | | - | | | | - | | | | 3,387 | | | | - | | | | 3,387 | |
Other | | 23 | | | | - | | | | 408 | | | | - | | | | 431 | |
Total current assets | | 508 | | | | 3,152 | | | | 12,001 | | | | (12 | ) | | | 15,649 | |
Non-current assets: | | | | | | | | | | | | | | | | | | | |
Receivables | | 15 | | | | - | | | | 441 | | | | - | | | | 456 | |
Inventories, net | | - | | | | - | | | | 6,541 | | | | - | | | | 6,541 | |
Property, plant and equipment, net | | 126 | | | | - | | | | 2,816 | | | | - | | | | 2,942 | |
Intangible assets, net | | - | | | | - | | | | 8,294 | | | | - | | | | 8,294 | |
Goodwill | | - | | | | - | | | | 17,918 | | | | - | | | | 17,918 | |
Other | | 376 | | | | - | | | | 209 | | | | - | | | | 585 | |
Investments: | | | | | | | | | | | | | | | | | | | |
Investments in associated companies | | 91 | | | | 55 | | | | 2,762 | | | | - | | | | 2,908 | |
and other investments |
Intragroup investments | | 64,986 | | | | 45,524 | | | | - | | | | (110,510 | ) | | | - | |
Total investments | | 65,077 | | | | 45,579 | | | | 2,762 | | | | (110,510 | ) | | | 2,908 | |
TOTAL ASSETS | $ | 66,102 | | | $ | 48,731 | | | $ | 50,982 | | | $ | (110,522 | ) | | $ | 55,293 | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Borrowings | $ | 750 | | | $ | - | | | $ | 47 | | | $ | - | | | $ | 797 | |
Other current liabilities | | 511 | | | | 400 | | | | 8,019 | | | | (12 | ) | | | 8,918 | |
Total current liabilities | | 1,261 | | | | 400 | | | | 8,066 | | | | (12 | ) | | | 9,715 | |
Non-current liabilities: | | | | | | | | | | | | | | | | | | | |
Borrowings | | 16,279 | | | | - | | | | 1,978 | | | | - | | | | 18,257 | |
Other non-current liabilities | | 586 | | | | - | | | | 5,237 | | | | - | | | | 5,823 | |
Intercompany | | 32,586 | | | | 30,868 | | | | (63,454 | ) | | | - | | | | - | |
Redeemable noncontrolling interests | | - | | | | - | | | | 534 | | | | - | | | | 534 | |
Total equity | | 15,390 | | | | 17,463 | | | | 98,621 | | | | (110,510 | ) | | | 20,964 | |
TOTAL LIABILITIES AND EQUITY | $ | 66,102 | | | $ | 48,731 | | | $ | 50,982 | | | $ | (110,522 | ) | | $ | 55,293 | |
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See notes to supplemental guarantor information |
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Supplemental Condensed Consolidating Balance Sheet |
At June 30, 2013 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
ASSETS | | | | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 524 | | | $ | 3,956 | | | $ | 2,179 | | | $ | - | | | $ | 6,659 | |
Receivables, net | | 17 | | | | - | | | | 5,442 | | | | - | | | | 5,459 | |
Inventories, net | | - | | | | - | | | | 2,784 | | | | - | | | | 2,784 | |
Other | | 28 | | | | 209 | | | | 428 | | | | - | | | | 665 | |
Total current assets | | 569 | | | | 4,165 | | | | 10,833 | | | | - | | | | 15,567 | |
Non-current assets: | | | | | | | | | | | | | | | | | | | |
Receivables | | 15 | | | | - | | | | 422 | | | | - | | | | 437 | |
Inventories, net | | - | | | | - | | | | 5,371 | | | | - | | | | 5,371 | |
Property, plant and equipment, net | | 132 | | | | - | | | | 2,697 | | | | - | | | | 2,829 | |
Intangible assets, net | | - | | | | - | | | | 5,064 | | | | - | | | | 5,064 | |
Goodwill | | - | | | | - | | | | 17,255 | | | | - | | | | 17,255 | |
Other | | 361 | | | | - | | | | 356 | | | | - | | | | 717 | |
Investments: | | | | | | | | | | | | | | | | | | | |
Investments in associated companies | | 86 | | | | 58 | | | | 3,560 | | | | - | | | | 3,704 | |
and other investments |
Intragroup investments | | 64,062 | | | | 41,775 | | | | - | | | | (105,837 | ) | | | - | |
Total investments | | 64,148 | | | | 41,833 | | | | 3,560 | | | | (105,837 | ) | | | 3,704 | |
TOTAL ASSETS | $ | 65,225 | | | $ | 45,998 | | | $ | 45,558 | | | $ | (105,837 | ) | | $ | 50,944 | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Borrowings | $ | 137 | | | $ | - | | | $ | - | | | $ | - | | | $ | 137 | |
Other current liabilities | | 551 | | | | 134 | | | | 7,613 | | | | - | | | | 8,298 | |
Total current liabilities | | 688 | | | | 134 | | | | 7,613 | | | | - | | | | 8,435 | |
Non-current liabilities: | | | | | | | | | | | | | | | | | | | |
Borrowings | | 16,029 | | | | - | | | | 292 | | | | - | | | | 16,321 | |
Other non-current liabilities | | 307 | | | | 16 | | | | 5,221 | | | | - | | | | 5,544 | |
Intercompany | | 31,495 | | | | 28,850 | | | | (60,345 | ) | | | - | | | | - | |
Redeemable noncontrolling interests | | - | | | | - | | | | 519 | | | | - | | | | 519 | |
Total equity | | 16,706 | | | | 16,998 | | | | 92,258 | | | | (105,837 | ) | | | 20,125 | |
TOTAL LIABILITIES AND EQUITY | $ | 65,225 | | | $ | 45,998 | | | $ | 45,558 | | | $ | (105,837 | ) | | $ | 50,944 | |
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See notes to supplemental guarantor information |
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Supplemental Condensed Consolidating Statement of Cash Flows |
For the nine months ended March 31, 2014 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
Operating activities: | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating | $ | (817 | ) | | $ | 1,481 | | | $ | 917 | | | $ | - | | | $ | 1,581 | |
activities from continuing operations |
Investing activities: | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | (3 | ) | | | - | | | | (467 | ) | | | - | | | | (470 | ) |
Investments | | (1 | ) | | | - | | | | (796 | ) | | | - | | | | (797 | ) |
Proceeds from dispositions | | - | | | | - | | | | 259 | | | | - | | | | 259 | |
Net cash used in investing activities from | | (4 | ) | | | - | | | | (1,004 | ) | | | - | | | | (1,008 | ) |
continuing operations |
Financing activities: | | | | | | | | | | | | | | | | | | | |
Borrowings | | 987 | | | | - | | | | - | | | | - | | | | 987 | |
Repayments of borrowings | | (134 | ) | | | - | | | | (8 | ) | | | - | | | | (142 | ) |
Issuance of shares | | - | | | | 66 | | | | - | | | | - | | | | 66 | |
Repurchase of shares | | - | | | | (2,752 | ) | | | - | | | | - | | | | (2,752 | ) |
Purchase of subsidiary shares from | | - | | | | - | | | | (76 | ) | | | - | | | | (76 | ) |
noncontrolling interests |
Dividends paid | | - | | | | (287 | ) | | | (157 | ) | | | - | | | | (444 | ) |
Distribution to News Corporation | | - | | | | (10 | ) | | | - | | | | - | | | | (10 | ) |
Net cash provided by (used in) financing | | 853 | | | | (2,983 | ) | | | (241 | ) | | | - | | | | (2,371 | ) |
activities from continuing operations |
Net (decrease) increase in cash and cash | | (90 | ) | | | 698 | | | | - | | | | - | | | | 608 | |
equivalents from discontinued operations |
Net decrease in cash and cash | | (58 | ) | | | (804 | ) | | | (328 | ) | | | - | | | | (1,190 | ) |
equivalents |
Cash and cash equivalents, beginning of | | 524 | | | | 3,956 | | | | 2,179 | | | | - | | | | 6,659 | |
year |
Exchange movement on opening cash | | - | | | | - | | | | 48 | | | | - | | | | 48 | |
balance |
Cash and cash equivalents, end of period | $ | 466 | | | $ | 3,152 | | | $ | 1,899 | | | $ | - | | | $ | 5,517 | |
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See notes to supplemental guarantor information |
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Supplemental Condensed Consolidating Statement of Cash Flows |
For the nine months ended March 31, 2013 |
(in millions) |
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| 21st Century | | | Twenty-First | | | Non-Guarantor | | | Reclassifications | | | Twenty-First | |
Fox America, Inc. | Century Fox | and | Century Fox |
| | eliminations | and |
| | | Subsidiaries |
Operating activities: | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating | $ | (828 | ) | | $ | 909 | | | $ | 2,304 | | | $ | - | | | $ | 2,385 | |
activities from continuing operations |
Investing activities: | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | (16 | ) | | | - | | | | (384 | ) | | | - | | | | (400 | ) |
Investments | | (6 | ) | | | (15 | ) | | | (1,240 | ) | | | - | | | | (1,261 | ) |
Proceeds from dispositions | | - | | | | - | | | | 1,968 | | | | - | | | | 1,968 | |
Net cash (used in) provided by investing | | (22 | ) | | | (15 | ) | | | 344 | | | | - | | | | 307 | |
activities from continuing operations |
Financing activities: | | | | | | | | | | | | | | | | | | | |
Borrowings | | 987 | | | | - | | | | 290 | | | | - | | | | 1,277 | |
Repayment of borrowings | | (273 | ) | | | - | | | | (481 | ) | | | - | | | | (754 | ) |
Issuance of shares | | - | | | | 170 | | | | - | | | | - | | | | 170 | |
Repurchase of shares | | - | | | | (1,834 | ) | | | - | | | | - | | | | (1,834 | ) |
Dividends paid | | - | | | | (201 | ) | | | (163 | ) | | | - | | | | (364 | ) |
Sale of subsidiary shares to noncontrolling | | - | | | | - | | | | 70 | | | | - | | | | 70 | |
interest |
Net cash provided by (used in) financing | | 714 | | | | (1,865 | ) | | | (284 | ) | | | - | | | | (1,435 | ) |
activities from continuing operations |
Net decrease in cash and cash equivalents | | (41 | ) | | | - | | | | (1,536 | ) | | | - | | | | (1,577 | ) |
from discontinued operations |
Net (decrease) increase in cash and cash | | (177 | ) | | | (971 | ) | | | 828 | | | | - | | | | (320 | ) |
equivalents |
Cash and cash equivalents, beginning of | | 561 | | | | 6,005 | | | | 3,060 | | | | - | | | | 9,626 | |
year |
Exchange movement on opening cash | | - | | | | - | | | | 18 | | | | - | | | | 18 | |
balance |
Cash and cash equivalents, end of period | $ | 384 | | | $ | 5,034 | | | $ | 3,906 | | | $ | - | | | $ | 9,324 | |
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See notes to supplemental guarantor information |
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Notes to Supplemental Guarantor Information |
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-1 | Investments in the Company’s subsidiaries, for purposes of the supplemental consolidating presentation, are accounted for by their parent companies under the equity method of accounting whereby earnings of subsidiaries are reflected in the respective parent company’s investment account and earnings. | | | | | | | | | | | | | | | | | | |
-2 | The guarantees of 21CFA’s senior public indebtedness constitute senior indebtedness of the Company, and rank pari passu with all present and future senior indebtedness of the Company. Because the factual basis underlying the obligations created pursuant to the various facilities and other obligations constituting senior indebtedness of the Company differ, it is not possible to predict how a court in bankruptcy would accord priorities among the obligations of the Company. | | | | | | | | | | | | | | | | | | |