Supplemental Guarantor Information | TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 12. SUPPLEMENTAL GUARANTOR INFORMATION In May 2015, 21st Century Fox America, Inc. (“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 September 30, 2016 (in millions) 21st Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ - $ - $ 6,506 $ - $ 6,506 Expenses (89 ) - (4,776 ) - (4,865 ) Equity (losses) earnings of affiliates (1 ) - 36 - 35 Interest expense, net (412 ) (188 ) (19 ) 319 (300 ) Interest income 1 - 327 (319 ) 9 Earnings from subsidiary entities 1,615 1,015 - (2,630 ) - Other, net (74 ) - (74 ) - (148 ) Income from continuing operations before income tax expense 1,040 827 2,000 (2,630 ) 1,237 Income tax expense (288 ) - (554 ) 499 (343 ) Income from continuing operations 752 827 1,446 (2,131 ) 894 Loss from discontinued operations, net of tax - (6 ) - - (6 ) Net income 752 821 1,446 (2,131 ) 888 Less: Net income attributable to noncontrolling interests - - (67 ) - (67 ) Net income attributable to Twenty-First Century Fox stockholders $ 752 $ 821 $ 1,379 $ (2,131 ) $ 821 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 668 $ 780 $ 1,360 $ (2,028 ) $ 780 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 September 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 $ - $ - $ 6,077 $ - $ 6,077 Expenses (106 ) - (4,584 ) - (4,690 ) Equity (losses) earnings of affiliates (1 ) - 36 - 35 Interest expense, net (398 ) (176 ) (20 ) 299 (295 ) Interest income - 2 306 (299 ) 9 Earnings from subsidiary entities 1,452 852 - (2,304 ) - Other, net 13 - (96 ) - (83 ) Income from continuing operations before income tax expense 960 678 1,719 (2,304 ) 1,053 Income tax expense (285 ) - (511 ) 483 (313 ) Income from continuing operations 675 678 1,208 (1,821 ) 740 Loss from discontinued operations, net of tax - (3 ) - - (3 ) Net income 675 675 1,208 (1,821 ) 737 Less: Net income attributable to noncontrolling interests - - (62 ) - (62 ) Net income attributable to Twenty-First Century Fox stockholders $ 675 $ 675 $ 1,146 $ (1,821 ) $ 675 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 485 $ 526 $ 887 $ (1,372 ) $ 526 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 September 30, 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 $ 510 $ 2,240 $ 1,931 $ - $ 4,681 Receivables, net 23 - 6,077 (1 ) 6,099 Inventories, net - - 3,300 - 3,300 Other 45 - 796 - 841 Total current assets 578 2,240 12,104 (1 ) 14,921 Non-current assets: Receivables, net 15 - 450 - 465 Inventories, net - - 7,396 - 7,396 Property, plant and equipment, net 212 - 1,457 - 1,669 Intangible assets, net - - 6,715 - 6,715 Goodwill - - 12,739 - 12,739 Other non-current assets 239 - 570 - 809 Investments: Investments in associated companies and other investments 165 37 3,710 - 3,912 Intragroup investments 100,584 56,936 - (157,520 ) - Total investments 100,749 56,973 3,710 (157,520 ) 3,912 TOTAL ASSETS $ 101,793 $ 59,213 $ 45,141 $ (157,521 ) $ 48,626 LIABILITIES AND EQUITY Current liabilities: Borrowings $ 400 $ - $ 54 $ - $ 454 Other current liabilities 482 426 6,061 (1 ) 6,968 Total current liabilities 882 426 6,115 (1 ) 7,422 Non-current liabilities: Borrowings 17,715 - 1,319 - 19,034 Other non-current liabilities 619 - 5,943 - 6,562 Intercompany 38,350 44,980 (83,330 ) - - Redeemable noncontrolling interests - - 553 - 553 Total equity 44,227 13,807 114,541 (157,520 ) 15,055 TOTAL LIABILITIES AND EQUITY $ 101,793 $ 59,213 $ 45,141 $ (157,521 ) $ 48,626 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, 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 $ 661 $ 2,019 $ 1,744 $ - $ 4,424 Receivables, net 20 - 6,239 (1 ) 6,258 Inventories, net - - 3,291 - 3,291 Other 13 - 963 - 976 Total current assets 694 2,019 12,237 (1 ) 14,949 Non-current assets: Receivables, net 15 - 374 - 389 Inventories, net - - 7,041 - 7,041 Property, plant and equipment, net 213 - 1,479 - 1,692 Intangible assets, net - - 6,777 - 6,777 Goodwill - - 12,733 - 12,733 Other non-current assets 235 - 514 - 749 Investments: Investments in associated companies and other investments 137 37 3,689 - 3,863 Intragroup investments 98,965 55,895 - (154,860 ) - Total investments 99,102 55,932 3,689 (154,860 ) 3,863 TOTAL ASSETS $ 100,259 $ 57,951 $ 44,844 $ (154,861 ) $ 48,193 LIABILITIES AND EQUITY Current liabilities: Borrowings $ 400 $ - $ 27 $ - $ 427 Other current liabilities 489 144 6,009 (1 ) 6,641 Total current liabilities 889 144 6,036 (1 ) 7,068 Non-current liabilities: Borrowings 17,712 - 1,414 - 19,126 Other non-current liabilities 605 - 5,961 - 6,566 Intercompany 37,838 44,146 (81,984 ) - - Redeemable noncontrolling interests - - 552 - 552 Total equity 43,215 13,661 112,865 (154,860 ) 14,881 TOTAL LIABILITIES AND EQUITY $ 100,259 $ 57,951 $ 44,844 $ (154,861 ) $ 48,193 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 three months ended September 30, 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 $ (114 ) $ 708 $ 386 $ - $ 980 Investing activities: Property, plant and equipment (3 ) - (50 ) - (53 ) Investments (28 ) - (41 ) - (69 ) Net cash used in investing activities from continuing operations (31 ) - (91 ) - (122 ) Financing activities: Borrowings - - 37 - 37 Repayment of borrowings - - (105 ) - (105 ) Repurchase of shares - (467 ) - - (467 ) Dividends paid and distributions - - (54 ) - (54 ) Other financing activities, net - (20 ) 1 - (19 ) Net cash used in financing activities from continuing operations - (487 ) (121 ) - (608 ) Discontinued operations: Net decrease in cash and cash equivalents from discontinued operations (6 ) - - - (6 ) Net (decrease) increase in cash and cash equivalents (151 ) 221 174 - 244 Cash and cash equivalents, beginning of year 661 2,019 1,744 - 4,424 Exchange movement on cash balances - - 13 - 13 Cash and cash equivalents, end of period $ 510 $ 2,240 $ 1,931 $ - $ 4,681 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 three months ended September 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 (used in) operating activities from continuing operations $ 162 $ (202 ) $ (265 ) $ - $ (305 ) Investing activities: Property, plant and equipment (2 ) - (32 ) - (34 ) Investments (156 ) (2 ) (91 ) - (249 ) Net cash used in investing activities from continuing operations (158 ) (2 ) (123 ) - (283 ) Financing activities: Borrowings - - 91 - 91 Repayment of borrowings - - (119 ) - (119 ) Repurchase of shares - (1,889 ) - - (1,889 ) Dividends paid and distributions - - (56 ) - (56 ) Other financing activities, net - 11 (3 ) - 8 Net cash used in financing activities from continuing operations - (1,878 ) (87 ) - (1,965 ) Discontinued operations: Net decrease in cash and cash equivalents from discontinued operations (7 ) - - - (7 ) Net decrease in cash and cash equivalents (3 ) (2,082 ) (475 ) - (2,560 ) Cash and cash equivalents, beginning of year 767 5,913 1,748 - 8,428 Exchange movement on cash balances - - (38 ) - (38 ) Cash and cash equivalents, end of period $ 764 $ 3,831 $ 1,235 $ - $ 5,830 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. |