Supplemental Guarantor Information | 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. 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 December 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 $ - $ - $ 8,037 $ - $ 8,037 Expenses (100 ) - (6,669 ) - (6,769 ) Equity losses of affiliates - - (33 ) - (33 ) Interest expense, net (436 ) (205 ) (20 ) 349 (312 ) Interest income - 5 353 (349 ) 9 Earnings from subsidiary entities 3,193 2,036 - (5,229 ) - Other, net (206 ) - (23 ) - (229 ) Income from continuing operations before income tax benefit 2,451 1,836 1,645 (5,229 ) 703 Income tax benefit 1,783 - 2,123 (2,688 ) 1,218 Income from continuing operations 4,234 1,836 3,768 (7,917 ) 1,921 Loss from discontinued operations, net of tax - (5 ) - - (5 ) Net income 4,234 1,831 3,768 (7,917 ) 1,916 Less: Net income attributable to noncontrolling interests - - (85 ) - (85 ) Net income attributable to Twenty-First Century Fox stockholders $ 4,234 $ 1,831 $ 3,683 $ (7,917 ) $ 1,831 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 4,278 $ 2,058 $ 3,743 $ (8,021 ) $ 2,058 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 December 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 $ - $ - $ 7,682 $ - $ 7,682 Expenses (96 ) - (5,782 ) - (5,878 ) Equity losses of affiliates - - (41 ) - (41 ) Interest expense, net (411 ) (189 ) (20 ) 321 (299 ) Interest income 1 1 328 (321 ) 9 Earnings from subsidiary entities 1,860 1,045 - (2,905 ) - Other, net (65 ) - (23 ) - (88 ) Income from continuing operations before income tax expense 1,289 857 2,144 (2,905 ) 1,385 Income tax expense (414 ) - (696 ) 662 (448 ) Income from continuing operations 875 857 1,448 (2,243 ) 937 Loss from discontinued operations, net of tax - (1 ) - - (1 ) Net income 875 856 1,448 (2,243 ) 936 Less: Net income attributable to noncontrolling interests - - (80 ) - (80 ) Net income attributable to Twenty-First Century Fox stockholders $ 875 $ 856 $ 1,368 $ (2,243 ) $ 856 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 576 $ 659 $ 1,073 $ (1,649 ) $ 659 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 six months ended December 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 $ - $ - $ 15,039 $ - $ 15,039 Expenses (176 ) - (11,985 ) - (12,161 ) Equity earnings of affiliates - - 27 - 27 Interest expense, net (866 ) (410 ) (42 ) 693 (625 ) Interest income - 10 702 (693 ) 19 Earnings from subsidiary entities 4,784 3,075 - (7,859 ) - Other, net (219 ) - (82 ) - (301 ) Income from continuing operations before income tax benefit 3,523 2,675 3,659 (7,859 ) 1,998 Income tax benefit 1,459 - 1,515 (2,147 ) 827 Income from continuing operations 4,982 2,675 5,174 (10,006 ) 2,825 Income from discontinued operations, net of tax - 11 - - 11 Net income 4,982 2,686 5,174 (10,006 ) 2,836 Less: Net income attributable to noncontrolling interests - - (150 ) - (150 ) Net income attributable to Twenty-First Century Fox stockholders $ 4,982 $ 2,686 $ 5,024 $ (10,006 ) $ 2,686 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 5,000 $ 3,055 $ 5,161 $ (10,161 ) $ 3,055 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 six months ended December 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 $ - $ - $ 14,188 $ - $ 14,188 Expenses (238 ) - (10,642 ) - (10,880 ) Equity losses of affiliates (1 ) - (5 ) - (6 ) Interest expense, net (823 ) (377 ) (39 ) 640 (599 ) Interest income 2 1 655 (640 ) 18 Earnings from subsidiary entities 3,475 2,060 - (5,535 ) - Other, net (86 ) - (13 ) - (99 ) Income from continuing operations before income tax expense 2,329 1,684 4,144 (5,535 ) 2,622 Income tax expense (702 ) - (1,250 ) 1,161 (791 ) Income from continuing operations 1,627 1,684 2,894 (4,374 ) 1,831 Loss from discontinued operations, net of tax - (7 ) - - (7 ) Net income 1,627 1,677 2,894 (4,374 ) 1,824 Less: Net income attributable to noncontrolling interests - - (147 ) - (147 ) Net income attributable to Twenty-First Century Fox stockholders $ 1,627 $ 1,677 $ 2,747 $ (4,374 ) $ 1,677 Comprehensive income attributable to Twenty-First Century Fox stockholders $ 1,244 $ 1,439 $ 2,433 $ (3,677 ) $ 1,439 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 December 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 $ 13 $ 4,094 $ 1,702 $ - $ 5,809 Receivables, net 26 - 7,529 (1 ) 7,554 Inventories, net - - 3,132 - 3,132 Other 83 - 824 - 907 Total current assets 122 4,094 13,187 (1 ) 17,402 Non-current assets Receivables, net 14 - 718 - 732 Inventories, net - - 8,034 - 8,034 Property, plant and equipment, net 374 - 1,466 - 1,840 Intangible assets, net - - 6,228 - 6,228 Goodwill - - 12,789 - 12,789 Other non-current assets 280 - 1,189 - 1,469 Investments Investments in associated companies and other investments 199 312 3,853 - 4,364 Intragroup investments 110,311 63,092 - (173,403 ) - Total investments 110,510 63,404 3,853 (173,403 ) 4,364 Total assets $ 111,300 $ 67,498 $ 47,464 $ (173,404 ) $ 52,858 LIABILITIES AND EQUITY Current liabilities Borrowings $ 600 $ - $ 31 $ - $ 631 Other current liabilities 749 45 6,631 (1 ) 7,424 Total current liabilities 1,349 45 6,662 (1 ) 8,055 Non-current liabilities Borrowings 17,973 - 1,190 - 19,163 Other non-current liabilities 483 101 4,713 - 5,297 Intercompany 41,354 48,963 (90,317 ) - - Redeemable noncontrolling interests - - 712 - 712 Total equity 50,141 18,389 124,504 (173,403 ) 19,631 Total liabilities and equity $ 111,300 $ 67,498 $ 47,464 $ (173,404 ) $ 52,858 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, 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 $ 40 $ 4,882 $ 1,241 $ - $ 6,163 Receivables, net 6 - 6,472 (1 ) 6,477 Inventories, net - - 3,101 - 3,101 Other 49 - 496 - 545 Total current assets 95 4,882 11,310 (1 ) 16,286 Non-current assets Receivables, net 13 - 530 - 543 Inventories, net - - 7,452 - 7,452 Property, plant and equipment, net 297 - 1,484 - 1,781 Intangible assets, net - - 6,574 - 6,574 Goodwill - - 12,792 - 12,792 Other non-current assets 261 - 1,133 - 1,394 Investments Investments in associated companies and other investments 179 37 3,686 - 3,902 Intragroup investments 105,516 59,926 - (165,442 ) - Total investments 105,695 59,963 3,686 (165,442 ) 3,902 Total assets $ 106,361 $ 64,845 $ 44,961 $ (165,443 ) $ 50,724 LIABILITIES AND EQUITY Current liabilities Borrowings $ 350 $ - $ 107 $ - $ 457 Other current liabilities 643 72 6,067 (1 ) 6,781 Total current liabilities 993 72 6,174 (1 ) 7,238 Non-current liabilities Borrowings 18,217 - 1,239 - 19,456 Other non-current liabilities 522 - 5,876 - 6,398 Intercompany 39,629 49,051 (88,680 ) - - Redeemable noncontrolling interests - - 694 - 694 Total equity 47,000 15,722 119,658 (165,442 ) 16,938 Total liabilities and equity $ 106,361 $ 64,845 $ 44,961 $ (165,443 ) $ 50,724 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 six months ended December 31, 2017 (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 $ 177 $ (455 ) $ 782 $ - $ 504 INVESTING ACTIVITIES Property, plant and equipment (90 ) - (148 ) - (238 ) Investments (59 ) - 128 - 69 Net cash used in investing activities from continuing operations (149 ) - (20 ) - (169 ) FINANCING ACTIVITIES Borrowings - - 1,282 - 1,282 Repayment of borrowings - - (1,411 ) - (1,411 ) Dividends paid and distributions - (333 ) (179 ) - (512 ) Other financing activities, net (29 ) - (21 ) - (50 ) Net cash used in financing activities from continuing operations (29 ) (333 ) (329 ) - (691 ) Discontinued operations Net decrease in cash and cash equivalents from discontinued operations (26 ) - - - (26 ) Net (decrease) increase in cash and cash equivalents (27 ) (788 ) 433 - (382 ) Cash and cash equivalents, beginning of year 40 4,882 1,241 - 6,163 Exchange movement on cash balances - - 28 - 28 Cash and cash equivalents, end of period $ 13 $ 4,094 $ 1,702 $ - $ 5,809 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 six months ended December 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 $ (957 ) $ 1,532 $ 657 $ - $ 1,232 INVESTING ACTIVITIES Property, plant and equipment (9 ) - (108 ) - (117 ) Investments (85 ) - (48 ) - (133 ) Net cash used in investing activities from continuing operations (94 ) - (156 ) - (250 ) FINANCING ACTIVITIES Borrowings 842 - 37 - 879 Repayment of borrowings (400 ) - (146 ) - (546 ) Repurchase of shares - (619 ) - - (619 ) Dividends paid and distributions - (335 ) (146 ) - (481 ) Other financing activities, net (34 ) - (19 ) - (53 ) Net cash provided by (used in) financing activities from continuing operations 408 (954 ) (274 ) - (820 ) Discontinued operations Net decrease in cash and cash equivalents from discontinued operations (15 ) - - - (15 ) Net (decrease) increase in cash and cash equivalents (658 ) 578 227 - 147 Cash and cash equivalents, beginning of year 661 2,019 1,744 - 4,424 Exchange movement on cash balances - - (41 ) - (41 ) Cash and cash equivalents, end of period $ 3 $ 2,597 $ 1,930 $ - $ 4,530 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 |