Supplemental Guarantor Information | TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 23. SUPPLEMENTAL GUARANTOR INFORMATION In May 2015, the Company refinanced the Prior Credit Agreement with the New Credit Agreement, among 21CFA as Borrower, the Company as Parent Guarantor and other parties (See Note 11 – Borrowings for further information). 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 Securities and Exchange Commission (“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. 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. With respect to fiscal 2014 and 2013, we identified certain adjustments, which the Company determined were not material, related to the presentation of Earnings (losses) from subsidiary entities for fiscal 2014 and 2013 and Intragroup investments as of June 30, 2014. These revisions had no impact on any consolidated totals of the condensed consolidating financial statements. These revisions impacted the amounts presented in the 21CFA column (increasing the amounts presented as Earnings (losses) from subsidiary entities, Income tax (expense) benefit and Comprehensive income (loss) attributable to Twenty-First Century Fox stockholders) and in the Reclassifications and Eliminations column in the Supplemental Condensed Consolidating Statements of Operations for fiscal 2014 and 2013 and the amounts presented in the 21CFA column (increasing the Intragroup investments and Equity) and in the Reclassifications and Eliminations column in the Supplemental Condensed Consolidating Balance Sheet as of June 30, 2014. These adjustments were not reflected in the previously filed Supplemental Guarantor Information filed with our Form 10-K filed with the SEC on August 14, 2014. Accordingly, the Supplemental Condensed Consolidating Statements of Operations for fiscal 2014 and 2013 and Supplemental Condensed Consolidating Balance Sheet as of June 30, 2014 have been revised to reflect the immaterial adjustments described above. Fiscal 2015 amounts have been prepared to conform to this presentation. Supplemental Condensed Consolidating Statement of Operations For the year ended June 30, 2015 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ 1 $ - $ 28,986 $ - $ 28,987 Expenses (333 ) - (22,748 ) - (23,081 ) Equity (losses) earnings of affiliates (3 ) - 907 - 904 Interest expense, net (1,586 ) (637 ) (96 ) 1,121 (1,198 ) Interest income 9 6 1,145 (1,121 ) 39 Earnings from subsidiary entities 11,205 9,012 - (20,217 ) - Other, net 53 (8 ) 4,151 - 4,196 Income from continuing operations before income tax expense 9,346 8,373 12,345 (20,217 ) 9,847 Income tax expense (1,181 ) - (1,559 ) 1,497 (1,243 ) Income from continuing operations 8,165 8,373 10,786 (18,720 ) 8,604 Loss from discontinued operations, net of tax - (67 ) - - (67 ) Net income 8,165 8,306 10,786 (18,720 ) 8,537 Less: Net income attributable to noncontrolling interests - - (231 ) - (231 ) Net income attributable to Twenty-First Century Fox stockholders $ 8,165 $ 8,306 $ 10,555 $ (18,720 ) $ 8,306 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 6,368 $ 6,770 $ 8,677 $ (15,045 ) $ 6,770 See notes to supplemental guarantor information Supplemental Condensed Consolidating Statement of Operations For the year ended June 30, 2014 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ 1 $ - $ 31,866 $ - $ 31,867 Expenses (345 ) - (26,034 ) - (26,379 ) Equity earnings of affiliates 1 - 621 - 622 Interest expense, net (1,561 ) (513 ) (47 ) 1,000 (1,121 ) Interest income 3 3 1,020 (1,000 ) 26 Earnings from subsidiary entities 6,530 4,200 - (10,730 ) - Other, net 590 82 (498 ) - 174 Income from continuing operations before income tax expense 5,219 3,772 6,928 (10,730 ) 5,189 Income tax expense (1,279 ) - (1,699 ) 1,706 (1,272 ) Income from continuing operations 3,940 3,772 5,229 (9,024 ) 3,917 (Loss) income from discontinued operations, net of tax (13 ) 742 - - 729 Net income 3,927 4,514 5,229 (9,024 ) 4,646 Less: Net income attributable to noncontrolling interests - - (132 ) - (132 ) Net income attributable to Twenty-First Century Fox stockholders $ 3,927 $ 4,514 $ 5,097 $ (9,024 ) $ 4,514 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 4,390 $ 4,799 $ 5,572 $ (9,962 ) $ 4,799 See notes to supplemental guarantor information Supplemental Condensed Consolidating Statement of Operations For the year ended June 30, 2013 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ 1 $ - $ 27,674 $ - $ 27,675 Expenses (467 ) - (21,833 ) - (22,300 ) Equity earnings of affiliates 1 - 654 - 655 Interest expense, net (1,551 ) (491 ) 109 870 (1,063 ) Interest income 137 6 921 (1,007 ) 57 Earnings from subsidiary entities 5,561 4,922 - (10,483 ) - Other, net 269 2,768 675 - 3,712 Income from continuing operations before income tax expense 3,951 7,205 8,200 (10,620 ) 8,736 Income tax expense (764 ) - (1,586 ) 660 (1,690 ) Income from continuing operations 3,187 7,205 6,614 (9,960 ) 7,046 Income (loss) from discontinued operations, net of tax 663 (108 ) 968 (1,246 ) 277 Net income 3,850 7,097 7,582 (11,206 ) 7,323 Less: Net income attributable to noncontrolling interests - - (226 ) - (226 ) Net income attributable to Twenty-First Century Fox stockholders $ 3,850 $ 7,097 $ 7,356 $ (11,206 ) $ 7,097 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 3,147 $ 6,466 $ 7,519 $ (10,666 ) $ 6,466 See notes to supplemental guarantor information Supplemental Condensed Consolidating Balance Sheet As of June 30, 2015 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries ASSETS Current assets: Cash and cash equivalents $ 767 $ 5,913 $ 1,748 $ - $ 8,428 Receivables, net 11 - 5,902 (1 ) 5,912 Inventories, net - - 2,749 - 2,749 Other 14 - 273 - 287 Total current assets 792 5,913 10,672 (1 ) 17,376 Non-current assets: Receivables, net 15 - 379 - 394 Inventories, net - - 6,411 - 6,411 Property, plant and equipment, net 230 - 1,492 - 1,722 Intangible assets, net - - 6,320 - 6,320 Goodwill - - 12,513 - 12,513 Other 384 - 402 - 786 Investments: Investments in associated companies and other investments 50 22 4,457 - 4,529 Intragroup investments 92,821 53,278 - (146,099 ) - Total investments 92,871 53,300 4,457 (146,099 ) 4,529 TOTAL ASSETS $ 94,292 $ 59,213 $ 42,646 $ (146,100 ) $ 50,051 LIABILITIES AND EQUITY Current liabilities: Borrowings $ 200 $ - $ 44 $ - $ 244 Other current liabilities 467 74 6,478 (1 ) 7,018 Total current liabilities 667 74 6,522 (1 ) 7,262 Non-current liabilities: Borrowings 17,278 - 1,517 - 18,795 Other non-current liabilities 571 - 4,616 - 5,187 Intercompany 35,999 41,919 (77,918 ) - - Redeemable noncontrolling interests - - 621 - 621 Total equity 39,777 17,220 107,288 (146,099 ) 18,186 TOTAL LIABILITIES AND EQUITY $ 94,292 $ 59,213 $ 42,646 $ (146,100 ) $ 50,051 See notes to supplemental guarantor information Supplemental Condensed Consolidating Balance Sheet As of June 30, 2014 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries ASSETS Current assets: Cash and cash equivalents $ 473 $ 3,120 $ 1,822 $ - $ 5,415 Receivables, net 3 - 6,466 (1 ) 6,468 Inventories, net - - 3,092 - 3,092 Other 10 - 391 - 401 Total current assets 486 3,120 11,771 (1 ) 15,376 Non-current assets: Receivables, net 16 - 438 - 454 Inventories, net - - 6,442 - 6,442 Property, plant and equipment, net 145 - 2,786 - 2,931 Intangible assets, net - - 8,072 - 8,072 Goodwill - - 18,052 - 18,052 Other 410 - 197 - 607 Investments: Investments in associated companies and other investments 113 19 2,727 - 2,859 Intragroup investments 80,714 46,499 - (127,213 ) - Total investments 80,827 46,518 2,727 (127,213 ) 2,859 TOTAL ASSETS $ 81,884 $ 49,638 $ 50,485 $ (127,214 ) $ 54,793 LIABILITIES AND EQUITY Current liabilities: Borrowings $ 750 $ - $ 49 $ - $ 799 Other current liabilities 516 85 7,457 (1 ) 8,057 Total current liabilities 1,266 85 7,506 (1 ) 8,856 Non-current liabilities: Borrowings 16,279 - 1,980 - 18,259 Other non-current liabilities 316 - 5,920 - 6,236 Intercompany 33,276 32,135 (65,411 ) - - Redeemable noncontrolling interests - - 541 - 541 Total equity 30,747 17,418 99,949 (127,213 ) 20,901 TOTAL LIABILITIES AND EQUITY $ 81,884 $ 49,638 $ 50,485 $ (127,214 ) $ 54,793 See notes to supplemental guarantor information Supplemental Condensed Consolidating Statement of Cash Flows For the year ended June 30, 2015 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Operating activities: Net cash provided by operating activities from continuing operations $ 43 $ 1,340 $ 2,234 $ - $ 3,617 Investing activities: Property, plant and equipment (100 ) - (324 ) - (424 ) Investments (127 ) (3 ) (1,337 ) - (1,467 ) Proceeds from dispositions, net 86 8,581 (40 ) - 8,627 Net cash (used in) provided by investing activities from continuing operations (141 ) 8,578 (1,701 ) - 6,736 Financing activities: Borrowings 1,191 - 1,970 - 3,161 Repayment of borrowings (750 ) - (2,095 ) - (2,845 ) Issuance of shares and excess tax benefit from equity-based compensation - 51 - - 51 Repurchase of shares - (5,939 ) - - (5,939 ) Dividends paid and distributions - (587 ) (291 ) - (878 ) Purchase of subsidiary shares from noncontrolling interests - (650 ) (2 ) - (652 ) Net cash provided by (used in) financing activities from continuing operations 441 (7,125 ) (418 ) - (7,102 ) Discontinued operations: Net decrease in cash and cash equivalents from discontinued operations (49 ) - - - (49 ) Net increase in cash and cash equivalents 294 2,793 115 - 3,202 Cash and cash equivalents, beginning of year 473 3,120 1,822 - 5,415 Exchange movement on cash balances - - (189 ) - (189 ) Cash and cash equivalents, end of year $ 767 $ 5,913 $ 1,748 $ - $ 8,428 See notes to supplemental guarantor information Supplemental Condensed Consolidating Statement of Cash Flows For the year ended June 30, 2014 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Operating activities: Net cash (used in) provided by operating activities from continuing operations $ (756 ) $ 2,633 $ 1,087 $ - $ 2,964 Investing activities: Property, plant and equipment (26 ) - (652 ) - (678 ) Investments (4 ) - (771 ) - (775 ) Proceeds from dispositions, net 9 117 392 - 518 Net cash (used in) provided by investing activities from continuing operations (21 ) 117 (1,031 ) - (935 ) Financing activities: Borrowings 987 - 168 - 1,155 Repayment of borrowings (134 ) - (162 ) - (296 ) Issuance of shares and excess tax benefit from equity-based compensation - 66 - - 66 Repurchase of shares - (3,772 ) - - (3,772 ) Dividends paid and distributions - (568 ) (224 ) - (792 ) Purchase of subsidiary shares from noncontrolling interests - - (127 ) - (127 ) Distribution to News Corporation - (10 ) - - (10 ) Net cash provided by (used in) financing activities from continuing operations 853 (4,284 ) (345 ) - (3,776 ) Discontinued operations: Net (decrease) increase in cash and cash equivalents from discontinued operations (127 ) 698 - - 571 Net decrease in cash and cash equivalents (51 ) (836 ) (289 ) - (1,176 ) Cash and cash equivalents, beginning of year 524 3,956 2,179 - 6,659 Exchange movement on cash balances - - (68 ) - (68 ) Cash and cash equivalents, end of year $ 473 $ 3,120 $ 1,822 $ - $ 5,415 See notes to supplemental guarantor information Supplemental Condensed Consolidating Statement of Cash Flows For the year ended June 30, 2013 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Operating activities: Net cash (used in) provided by operating activities from continuing operations $ (625 ) $ 2,017 $ 1,610 $ - $ 3,002 Investing activities: Property, plant and equipment (21 ) - (601 ) - (622 ) Investments (17 ) (19 ) (1,224 ) - (1,260 ) Proceeds from dispositions, net - - 1,968 - 1,968 Net cash (used in) provided by investing activities from continuing operations (38 ) (19 ) 143 - 86 Financing activities: Borrowings 987 - 290 - 1,277 Repayment of borrowings (273 ) - (481 ) - (754 ) Issuance of shares and excess tax benefit from equity-based compensation - 203 - - 203 Repurchase of shares - (2,026 ) - - (2,026 ) Dividends paid and distributions - (398 ) (215 ) - (613 ) Purchase of subsidiary shares from noncontrolling interests - - (163 ) - (163 ) Sale of subsidiary shares to noncontrolling interests 19 - 74 - 93 Distribution to News Corporation - (1,826 ) (762 ) - (2,588 ) Net cash provided by (used in) financing activities from continuing operations 733 (4,047 ) (1,257 ) - (4,571 ) Discontinued operations: Net decrease in cash and cash equivalents from discontinued operations (107 ) - (1,324 ) - (1,431 ) Net decrease in cash and cash equivalents (37 ) (2,049 ) (828 ) - (2,914 ) Cash and cash equivalents, beginning of year 561 6,005 3,060 - 9,626 Exchange movement on cash balances - - (53 ) - (53 ) Cash and cash equivalents, end of year $ 524 $ 3,956 $ 2,179 $ - $ 6,659 See notes to supplemental guarantor information Notes to Supplemental Guarantor Information (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. |