Supplemental Guarantor Information | TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 13. SUPPLEMENTAL GUARANTOR INFORMATION In May 2015, 21CFA entered into a credit agreement (the “Credit Agreement”), among 21CFA as Borrower, the Company as Parent Guarantor and other parties. The Credit Agreement provides a $1.4 billion unsecured revolving credit facility with a sub-limit of $250 million (or its equivalent in Euros) available for the issuance of letters of credit and a maturity date of May 2020. 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 Unaudited 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. 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. TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Statement of Operations For the three months ended March 31, 2016 (in millions) 21st Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ 1 $ - $ 7,227 $ - $ 7,228 Expenses (88 ) - (5,410 ) - (5,498 ) Equity losses of affiliates (1 ) - (8 ) - (9 ) Interest expense, net (408 ) (179 ) (17 ) 309 (295 ) Interest income 5 1 315 (309 ) 12 Earnings from subsidiary entities 1,570 1,022 - (2,592 ) - Other, net (6 ) - (41 ) - (47 ) Income from continuing operations before income tax expense 1,073 844 2,066 (2,592 ) 1,391 Income tax expense (358 ) - (689 ) 584 (463 ) Income from continuing operations 715 844 1,377 (2,008 ) 928 Loss from discontinued operations, net of tax - (3 ) - - (3 ) Net income 715 841 1,377 (2,008 ) 925 Less: Net income attributable to noncontrolling interests - - (84 ) - (84 ) Net income attributable to Twenty-First Century Fox stockholders $ 715 $ 841 $ 1,293 $ (2,008 ) $ 841 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 703 $ 915 $ 1,415 $ (2,118 ) $ 915 See notes to supplemental guarantor information TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Statement of Operations For the three months ended March 31, 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 $ - $ 6,839 $ - $ 6,840 Expenses (72 ) - (5,232 ) - (5,304 ) Equity (losses) earnings of affiliates (1 ) - 331 - 330 Interest expense, net (394 ) (173 ) (20 ) 295 (292 ) Interest income - 3 300 (295 ) 8 Earnings from subsidiary entities 1,987 1,171 - (3,158 ) - Other, net (171 ) (11 ) 115 - (67 ) Income from continuing operations before income tax expense 1,350 990 2,333 (3,158 ) 1,515 Income tax expense (425 ) - (593 ) 560 (458 ) Income from continuing operations 925 990 1,740 (2,598 ) 1,057 Loss from discontinued operations, net of tax - (15 ) - - (15 ) Net income 925 975 1,740 (2,598 ) 1,042 Less: Net income attributable to noncontrolling interests - - (67 ) - (67 ) Net income attributable to Twenty-First Century Fox stockholders $ 925 $ 975 $ 1,673 $ (2,598 ) $ 975 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 459 $ 603 $ 1,210 $ (1,669 ) $ 603 See notes to supplemental guarantor information TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Statement of Operations For the nine months ended March 31, 2016 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ 1 $ - $ 20,679 $ - $ 20,680 Expenses (283 ) - (15,695 ) - (15,978 ) Equity (losses) earnings of affiliates (2 ) - 40 - 38 Interest expense, net (1,212 ) (532 ) (56 ) 912 (888 ) Interest income 6 3 931 (912 ) 28 Earnings from subsidiary entities 4,803 2,725 - (7,528 ) - Other, net (114 ) - (158 ) - (272 ) Income from continuing operations before income tax expense 3,199 2,196 5,741 (7,528 ) 3,608 Income tax expense (1,055 ) - (1,894 ) 1,759 (1,190 ) Income from continuing operations 2,144 2,196 3,847 (5,769 ) 2,418 Loss from discontinued operations, net of tax - (8 ) - - (8 ) Net income 2,144 2,188 3,847 (5,769 ) 2,410 Less: Net income attributable to noncontrolling interests - - (222 ) - (222 ) Net income attributable to Twenty-First Century Fox stockholders $ 2,144 $ 2,188 $ 3,625 $ (5,769 ) $ 2,188 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 1,657 $ 1,893 $ 3,301 $ (4,958 ) $ 1,893 See notes to supplemental guarantor information TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Statement of Operations For the nine months ended March 31, 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 $ - $ 22,781 $ - $ 22,782 Expenses (241 ) - (18,025 ) - (18,266 ) Equity (losses) earnings of affiliates (2 ) - 961 - 959 Interest expense, net (1,188 ) (463 ) (78 ) 822 (907 ) Interest income 8 4 841 (822 ) 31 Earnings from subsidiary entities 10,513 8,727 - (19,240 ) - Other, net (18 ) (11 ) 5,037 - 5,008 Income from continuing operations before income tax expense 9,073 8,257 11,517 (19,240 ) 9,607 Income tax expense (1,085 ) - (1,378 ) 1,313 (1,150 ) Income from continuing operations 7,988 8,257 10,139 (17,927 ) 8,457 Loss from discontinued operations, net of tax - (38 ) - - (38 ) Net income 7,988 8,219 10,139 (17,927 ) 8,419 Less: Net income attributable to noncontrolling interests - - (200 ) - (200 ) Net income attributable to Twenty-First Century Fox stockholders $ 7,988 $ 8,219 $ 9,939 $ (17,927 ) $ 8,219 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 5,925 $ 6,406 $ 7,858 $ (13,783 ) $ 6,406 See notes to supplemental guarantor information TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Balance Sheet As of March 31, 2016 (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 $ 764 $ 2,594 $ 1,635 $ - $ 4,993 Receivables, net 16 - 6,741 (1 ) 6,756 Inventories, net - - 3,522 - 3,522 Other 15 - 334 - 349 Total current assets 795 2,594 12,232 (1 ) 15,620 Non-current assets: Receivables, net 15 - 446 - 461 Inventories, net - - 7,108 - 7,108 Property, plant and equipment, net 215 - 1,445 - 1,660 Intangible assets, net - - 6,707 - 6,707 Goodwill - - 12,732 - 12,732 Other non-current assets 388 - 417 - 805 Investments: Investments in associated companies and other investments 136 37 3,982 - 4,155 Intragroup investments 97,639 55,559 - (153,198 ) - Total investments 97,775 55,596 3,982 (153,198 ) 4,155 TOTAL ASSETS $ 99,188 $ 58,190 $ 45,069 $ (153,199 ) $ 49,248 LIABILITIES AND EQUITY Current liabilities: Borrowings $ 400 $ - $ 75 $ - $ 475 Other current liabilities 468 406 6,928 (1 ) 7,801 Total current liabilities 868 406 7,003 (1 ) 8,276 Non-current liabilities: Borrowings 17,878 - 1,392 - 19,270 Other non-current liabilities 537 - 5,104 - 5,641 Intercompany 37,281 43,313 (80,594 ) - - Redeemable noncontrolling interests - - 511 - 511 Total equity 42,624 14,471 111,653 (153,198 ) 15,550 TOTAL LIABILITIES AND EQUITY $ 99,188 $ 58,190 $ 45,069 $ (153,199 ) $ 49,248 See notes to supplemental guarantor information TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 non-current assets 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 TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Statement of Cash Flows For the nine months ended March 31, 2016 (in millions) 21st 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 $ (585 ) $ 1,569 $ 1,028 $ - $ 2,012 Investing activities: Property, plant and equipment (5 ) - (151 ) - (156 ) Investments (185 ) (586 ) (453 ) - (1,224 ) Net cash used in investing activities from continuing operations (190 ) (586 ) (604 ) - (1,380 ) Financing activities: Borrowings 987 - 208 - 1,195 Repayment of borrowings (200 ) - (302 ) - (502 ) Excess tax benefit from equity-based compensation - 11 - - 11 Repurchase of shares - (3,958 ) - - (3,958 ) Dividends paid and distributions - (299 ) (166 ) - (465 ) Purchase of subsidiary shares from noncontrolling interests - (56 ) (231 ) - (287 ) Net cash provided by (used in) financing activities from continuing operations 787 (4,302 ) (491 ) - (4,006 ) Discontinued operations: Net decrease in cash and cash equivalents from discontinued operations (15 ) - - - (15 ) Net decrease in cash and cash equivalents (3 ) (3,319 ) (67 ) - (3,389 ) Cash and cash equivalents, beginning of year 767 5,913 1,748 - 8,428 Exchange movement on cash balances - - (46 ) - (46 ) Cash and cash equivalents, end of period $ 764 $ 2,594 $ 1,635 $ - $ 4,993 See notes to supplemental guarantor information TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Statement of Cash Flows For the nine months ended March 31, 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 (used in) provided by operating activities from continuing operations $ (276 ) $ 1,675 $ 1,224 $ - $ 2,623 Investing activities: Property, plant and equipment (84 ) - (236 ) - (320 ) Investments (127 ) (3 ) (1,173 ) - (1,303 ) Proceeds from dispositions, net 79 8,582 (51 ) - 8,610 Net cash (used in) provided by investing activities from continuing operations (132 ) 8,579 (1,460 ) - 6,987 Financing activities: Borrowings 1,191 - 1,343 - 2,534 Repayment of borrowings (750 ) - (1,424 ) - (2,174 ) Excess tax benefit from equity-based compensation - 49 - - 49 Repurchase of shares - (4,784 ) - - (4,784 ) Dividends paid and distributions - (273 ) (221 ) - (494 ) Purchase of subsidiary shares from noncontrolling interests - (650 ) - - (650 ) Net cash provided by (used in) financing activities from continuing operations 441 (5,658 ) (302 ) - (5,519 ) Discontinued operations: Net decrease in cash and cash equivalents from discontinued operations (38 ) - - - (38 ) Net (decrease) increase in cash and cash equivalents (5 ) 4,596 (538 ) - 4,053 Cash and cash equivalents, beginning of year 473 3,120 1,822 - 5,415 Exchange movement on cash balances - - (192 ) - (192 ) Cash and cash equivalents, end of period $ 468 $ 7,716 $ 1,092 $ - $ 9,276 See notes to supplemental guarantor information TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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. |