Supplemental Guarantor Information | TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 12. SUPPLEMENTAL GUARANTOR 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 Unaudited Consolidated Financial Statements (See Note 6 – Borrowings). 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, 2017 (in millions) 21st Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ 1 $ - $ 7,563 $ - $ 7,564 Expenses (90 ) - (5,728 ) - (5,818 ) Equity losses of affiliates - - (51 ) - (51 ) Interest expense, net (423 ) (195 ) (19 ) 327 (310 ) Interest income 1 3 332 (327 ) 9 Earnings from subsidiary entities 1,883 1,002 - (2,885 ) - Other, net (140 ) 1 (3 ) - (142 ) Income from continuing operations before income tax expense 1,232 811 2,094 (2,885 ) 1,252 Income tax expense (365 ) - (620 ) 615 (370 ) Income from continuing operations 867 811 1,474 (2,270 ) 882 Loss from discontinued operations, net of tax - (12 ) - - (12 ) Net income 867 799 1,474 (2,270 ) 870 Less: Net income attributable to noncontrolling interests - - (71 ) - (71 ) Net income attributable to Twenty-First Century Fox stockholders $ 867 $ 799 $ 1,403 $ (2,270 ) $ 799 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 1,005 $ 986 $ 1,578 $ (2,583 ) $ 986 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, 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 $ - $ 7,227 $ - $ 7,228 Expenses (88 ) - (5,425 ) - (5,513 ) 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 ) - (26 ) - (32 ) 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 nine months ended March 31, 2017 (in millions) 21st Century Fox America, Inc. Twenty-First Century Fox Non-Guarantor Reclassifications and Eliminations Twenty-First Century Fox and Subsidiaries Revenues $ 1 $ - $ 21,751 $ - $ 21,752 Expenses (328 ) - (16,370 ) - (16,698 ) Equity losses of affiliates (1 ) - (56 ) - (57 ) Interest expense, net (1,246 ) (572 ) (58 ) 967 (909 ) Interest income 3 4 987 (967 ) 27 Earnings from subsidiary entities 5,358 3,062 - (8,420 ) - Other, net (226 ) 1 (16 ) - (241 ) Income from continuing operations before income tax expense 3,561 2,495 6,238 (8,420 ) 3,874 Income tax expense (1,067 ) - (1,870 ) 1,776 (1,161 ) Income from continuing operations 2,494 2,495 4,368 (6,644 ) 2,713 Loss from discontinued operations, net of tax - (19 ) - - (19 ) Net income 2,494 2,476 4,368 (6,644 ) 2,694 Less: Net income attributable to noncontrolling interests - - (218 ) - (218 ) Net income attributable to Twenty-First Century Fox stockholders $ 2,494 $ 2,476 $ 4,150 $ (6,644 ) $ 2,476 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 2,249 $ 2,425 $ 4,011 $ (6,260 ) $ 2,425 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 ) - (15,741 ) - (16,024 ) 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 ) - (112 ) - (226 ) - 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 Balance Sheet As of March 31, 2017 (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 $ 49 $ 4,166 $ 1,357 $ - $ 5,572 Receivables, net 13 - 7,207 (1 ) 7,219 Inventories, net - - 3,418 - 3,418 Other 67 - 462 - 529 Total current assets 129 4,166 12,444 (1 ) 16,738 Non-current assets Receivables, net 15 - 523 - 538 Inventories, net - - 7,725 - 7,725 Property, plant and equipment, net 230 - 1,461 - 1,691 Intangible assets, net - - 6,579 - 6,579 Goodwill - - 12,733 - 12,733 Other non-current assets 252 - 749 - 1,001 Investments Investments in associated companies and other investments 174 37 3,468 - 3,679 Intragroup investments 104,343 58,994 - (163,337 ) - Total investments 104,517 59,031 3,468 (163,337 ) 3,679 Total assets $ 105,143 $ 63,197 $ 45,682 $ (163,338 ) $ 50,684 LIABILITIES AND EQUITY Current liabilities Borrowings $ - $ - $ 107 $ - $ 107 Other current liabilities 620 386 6,344 (1 ) 7,349 Total current liabilities 620 386 6,451 (1 ) 7,456 Non-current liabilities Borrowings 18,563 - 1,226 - 19,789 Other non-current liabilities 535 - 6,033 - 6,568 Intercompany 38,926 47,794 (86,720 ) - - Redeemable noncontrolling interests - - 619 - 619 Total equity 46,499 15,017 118,073 (163,337 ) 16,252 Total liabilities and equity $ 105,143 $ 63,197 $ 45,682 $ (163,338 ) $ 50,684 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 nine months ended March 31, 2017 (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 $ (884 ) $ 3,121 $ 181 $ - $ 2,418 INVESTING ACTIVITIES Property, plant and equipment (10 ) - (192 ) - (202 ) Investments (95 ) - (71 ) - (166 ) Net cash used in investing activities from continuing operations (105 ) - (263 ) - (368 ) FINANCING ACTIVITIES Borrowings 842 - 37 - 879 Repayment of borrowings (400 ) - (146 ) - (546 ) Repurchase of shares - (619 ) - - (619 ) Dividends paid and distributions - (335 ) (187 ) - (522 ) Other financing activities, net (44 ) (20 ) 1 - (63 ) Net cash provided by (used in) financing activities from continuing operations 398 (974 ) (295 ) - (871 ) Discontinued operations Net decrease in cash and cash equivalents from discontinued operations (21 ) - - - (21 ) Net (decrease) increase in cash and cash equivalents (612 ) 2,147 (377 ) - 1,158 Cash and cash equivalents, beginning of year 661 2,019 1,744 - 4,424 Exchange movement on cash balances - - (10 ) - (10 ) Cash and cash equivalents, end of period $ 49 $ 4,166 $ 1,357 $ - $ 5,572 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 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 $ (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 ) Repurchase of shares - (3,958 ) - - (3,958 ) Dividends paid and distributions - (299 ) (166 ) - (465 ) Purchase of subsidiary shares from noncontrolling interests - (56 ) (231 ) - (287 ) Other financing activities, net - 11 - - 11 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 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. 1 |