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.