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EX-32 - EX-32.1 - TWENTY-FIRST CENTURY FOX, INC.fox-ex321_6.htm
EX-31 - EX-31.2 - TWENTY-FIRST CENTURY FOX, INC.fox-ex312_7.htm
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EX-2 - EX-2.2 - TWENTY-FIRST CENTURY FOX, INC.fox-ex22_624.htm
EX-2 - EX-2.1 - TWENTY-FIRST CENTURY FOX, INC.fox-ex21_625.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2018

or

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from             to             

Commission file number 001-32352

 

TWENTY-FIRST CENTURY FOX, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

26-0075658

(State or Other Jurisdiction
of Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

1211 Avenue of the Americas, New York, New York

 

10036

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (212) 852-7000

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes       No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes       No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

 

Smaller reporting company

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes       No  

As of May 4, 2018, 1,054,032,541 shares of Class A Common Stock, par value $0.01 per share, and 798,520,953 shares of Class B Common Stock, par value $0.01 per share, were outstanding.

 


 

TWENTY-FIRST CENTURY FOX, INC.

FORM 10-Q

TABLE OF CONTENTS

 

 

 

Page

Part I. Financial Information

 

 

    Item 1.

 

Financial Statements

 

 

 

Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, 2018 and 2017 

 

1

 

 

Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2018 and 2017

 

2

 

 

Consolidated Balance Sheets as of March 31, 2018 (unaudited) and June 30, 2017 (audited)

 

3

 

 

Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2018 and 2017

 

4

 

 

Notes to the Unaudited Consolidated Financial Statements

 

5

    Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

35

    Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

45

    Item 4.

 

Controls and Procedures

 

47

Part II. Other Information

 

 

    Item 1.

 

Legal Proceedings

 

48

    Item 1A.

 

Risk Factors

 

49

    Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

58

    Item 3.

 

Defaults Upon Senior Securities

 

58

    Item 4.

 

Mine Safety Disclosures

 

58

    Item 5.

 

Other Information

 

58

    Item 6.

 

Exhibits

 

59

Signature

 

60

 

 

 


 

TWENTY-FIRST CENTURY FOX, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

 

 

For the three months ended

March 31,

 

 

For the nine months ended

March 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues

 

$

7,420

 

 

$

7,564

 

 

$

22,459

 

 

$

21,752

 

Operating expenses

 

 

(4,581

)

 

 

(4,824

)

 

 

(14,722

)

 

 

(13,651

)

Selling, general and administrative

 

 

(959

)

 

 

(817

)

 

 

(2,671

)

 

 

(2,424

)

Depreciation and amortization

 

 

(145

)

 

 

(140

)

 

 

(429

)

 

 

(410

)

Impairment and restructuring charges

 

 

(34

)

 

 

(37

)

 

 

(58

)

 

 

(213

)

Equity losses of affiliates

 

 

(86

)

 

 

(51

)

 

 

(59

)

 

 

(57

)

Interest expense, net

 

 

(311

)

 

 

(310

)

 

 

(936

)

 

 

(909

)

Interest income

 

 

10

 

 

 

9

 

 

 

29

 

 

 

27

 

Other, net

 

 

17

 

 

 

(142

)

 

 

(284

)

 

 

(241

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income tax (expense) benefit

 

 

1,331

 

 

 

1,252

 

 

 

3,329

 

 

 

3,874

 

Income tax (expense) benefit

 

 

(370

)

 

 

(370

)

 

 

457

 

 

 

(1,161

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

961

 

 

 

882

 

 

 

3,786

 

 

 

2,713

 

Loss from discontinued operations, net of tax

 

 

(18

)

 

 

(12

)

 

 

(7

)

 

 

(19

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

943

 

 

 

870

 

 

 

3,779

 

 

 

2,694

 

Less: Net income attributable to noncontrolling interests

 

 

(85

)

 

 

(71

)

 

 

(235

)

 

 

(218

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Twenty-First Century Fox, Inc. stockholders

 

$

858

 

 

$

799

 

 

$

3,544

 

 

$

2,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders - basic and diluted

 

$

876

 

 

$

811

 

 

$

3,551

 

 

$

2,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

1,853

 

 

 

1,851

 

 

 

1,852

 

 

 

1,855

 

Diluted

 

 

1,858

 

 

 

1,853

 

 

 

1,855

 

 

 

1,857

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.47

 

 

$

0.44

 

 

$

1.92

 

 

$

1.35

 

Diluted

 

$

0.47

 

 

$

0.44

 

 

$

1.91

 

 

$

1.34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Twenty-First Century Fox, Inc. stockholders per share - basic and diluted

 

$

0.46

 

 

$

0.43

 

 

$

1.91

 

 

$

1.33

 

 

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

1


 

TWENTY-FIRST CENTURY FOX, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN MILLIONS)

 

 

 

For the three months ended

March 31,

 

 

For the nine months ended

March 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

 

$

943

 

 

$

870

 

 

$

3,779

 

 

$

2,694

 

Other comprehensive (loss) income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

21

 

 

 

111

 

 

 

100

 

 

 

(40

)

Cash flow hedges

 

 

3

 

 

 

6

 

 

 

2

 

 

 

19

 

Unrealized holding (losses) gains on securities

 

 

(94

)

 

 

-

 

 

 

85

 

 

 

-

 

Benefit plan adjustments

 

 

4

 

 

 

74

 

 

 

71

 

 

 

117

 

Equity method investments

 

 

25

 

 

 

-

 

 

 

83

 

 

 

(163

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax

 

 

(41

)

 

 

191

 

 

 

341

 

 

 

(67

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

902

 

 

 

1,061

 

 

 

4,120

 

 

 

2,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to noncontrolling interests(a)

 

 

(85

)

 

 

(71

)

 

 

(235

)

 

 

(218

)

Less: Other comprehensive (income) loss attributable to noncontrolling interests

 

 

(9

)

 

 

(4

)

 

 

(22

)

 

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to Twenty-First Century Fox, Inc. stockholders

 

$

808

 

 

$

986

 

 

$

3,863

 

 

$

2,425

 

 

(a)

Net income attributable to noncontrolling interests includes $51 million and $43 million for the three months ended March 31, 2018 and 2017, respectively, and $128 million and $113 million for the nine months ended March 31, 2018 and 2017, respectively, relating to redeemable noncontrolling interests.

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

2


 

TWENTY-FIRST CENTURY FOX, INC.

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

 

 

As of

March 31,

2018

 

 

As of

June 30,

2017

 

 

 

(unaudited)

 

 

(audited)

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,372

 

 

$

6,163

 

Receivables, net

 

 

6,905

 

 

 

6,477

 

Inventories, net

 

 

3,645

 

 

 

3,101

 

Other

 

 

739

 

 

 

545

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

18,661

 

 

 

16,286

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Receivables, net

 

 

736

 

 

 

543

 

Investments

 

 

4,256

 

 

 

3,902

 

Inventories, net

 

 

8,002

 

 

 

7,452

 

Property, plant and equipment, net

 

 

1,861

 

 

 

1,781

 

Intangible assets, net

 

 

6,174

 

 

 

6,574

 

Goodwill

 

 

12,794

 

 

 

12,792

 

Other non-current assets

 

 

1,494

 

 

 

1,394

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

53,978

 

 

$

50,724

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Borrowings

 

$

1,538

 

 

$

457

 

Accounts payable, accrued expenses and other current liabilities

 

 

3,979

 

 

 

3,451

 

Participations, residuals and royalties payable

 

 

1,682

 

 

 

1,657

 

Program rights payable

 

 

1,183

 

 

 

1,093

 

Deferred revenue

 

 

717

 

 

 

580

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

9,099

 

 

 

7,238

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Borrowings

 

 

18,459

 

 

 

19,456

 

Other liabilities

 

 

3,798

 

 

 

3,616

 

Deferred income taxes

 

 

1,638

 

 

 

2,782

 

Redeemable noncontrolling interests

 

 

761

 

 

 

694

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Class A common stock(a)

 

 

11

 

 

 

11

 

Class B common stock(b)

 

 

8

 

 

 

8

 

Additional paid-in capital

 

 

12,530

 

 

 

12,406

 

Retained earnings

 

 

8,121

 

 

 

5,315

 

Accumulated other comprehensive loss

 

 

(1,699

)

 

 

(2,018

)

 

 

 

 

 

 

 

 

 

Total Twenty-First Century Fox, Inc. stockholders' equity

 

 

18,971

 

 

 

15,722

 

Noncontrolling interests

 

 

1,252

 

 

 

1,216

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

20,223

 

 

 

16,938

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

53,978

 

 

$

50,724

 

 

(a)

Class A common stock, $0.01 par value per share, 6,000,000,000 shares authorized, 1,054,015,230 shares and 1,052,536,963 shares issued and outstanding, net of 123,687,371 treasury shares at par as of March 31, 2018 and June 30, 2017, respectively.

(b)

Class B common stock, $0.01 par value per share, 3,000,000,000 shares authorized, 798,520,953 shares issued and outstanding, net of 356,993,807 treasury shares at par as of March 31, 2018 and June 30, 2017.

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

3


 

TWENTY-FIRST CENTURY FOX, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

 

 

 

For the nine months ended

March 31,

 

 

 

2018

 

 

2017

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

3,779

 

 

$

2,694

 

Less: Loss from discontinued operations, net of tax

 

 

(7

)

 

 

(19

)

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

3,786

 

 

 

2,713

 

Adjustments to reconcile income from continuing operations to cash provided by operating activities

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

429

 

 

 

410

 

Amortization of cable distribution investments

 

 

57

 

 

 

46

 

Impairment and restructuring charges

 

 

58

 

 

 

213

 

Equity-based compensation

 

 

166

 

 

 

97

 

Equity losses of affiliates

 

 

59

 

 

 

57

 

Cash distributions received from affiliates

 

 

110

 

 

 

182

 

Other, net

 

 

284

 

 

 

241

 

Deferred income taxes and other taxes

 

 

(1,276

)

 

 

(70

)

Change in operating assets and liabilities, net of acquisitions and dispositions

 

 

 

 

 

 

 

 

Receivables

 

 

(599

)

 

 

(1,146

)

Inventories net of program rights payable

 

 

(1,003

)

 

 

(966

)

Accounts payable and accrued expenses

 

 

360

 

 

 

286

 

Other changes, net

 

 

(229

)

 

 

364

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities from continuing operations

 

 

2,202

 

 

 

2,427

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

(343

)

 

 

(202

)

Investments in equity affiliates

 

 

(325

)

 

 

(18

)

Proceeds from dispositions, net

 

 

365

 

 

 

-

 

Other investments

 

 

(117

)

 

 

(148

)

 

 

 

 

 

 

 

 

 

Net cash used in investing activities from continuing operations

 

 

(420

)

 

 

(368

)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Borrowings

 

 

1,550

 

 

 

879

 

Repayment of borrowings

 

 

(1,479

)

 

 

(546

)

Repurchase of shares

 

 

-

 

 

 

(619

)

Dividends paid and distributions

 

 

(579

)

 

 

(522

)

Other financing activities, net

 

 

(69

)

 

 

(72

)

 

 

 

 

 

 

 

 

 

Net cash used in financing activities from continuing operations

 

 

(577

)

 

 

(880

)

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents from discontinued operations

 

 

(42

)

 

 

(21

)

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

1,163

 

 

 

1,158

 

Cash and cash equivalents, beginning of year

 

 

6,163

 

 

 

4,424

 

Exchange movement on cash balances

 

 

46

 

 

 

(10

)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

7,372

 

 

$

5,572

 

 

 

 

 

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

4


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. BASIS OF PRESENTATION

Twenty-First Century Fox, Inc., a Delaware corporation, and its subsidiaries (together, “Twenty-First Century Fox” or the “Company”) is a diversified global media and entertainment company, which currently manages and reports its businesses in the following four segments: Cable Network Programming, Television, Filmed Entertainment and Other, Corporate and Eliminations.

The accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018.

These interim Unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 as filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2017 (the “2017 Form 10-K”).

The Unaudited Consolidated Financial Statements include the accounts of Twenty-First Century Fox. All significant intercompany accounts and transactions have been eliminated in consolidation, including the intercompany portion of transactions with equity method investees. Investments in and advances to entities or joint ventures in which the Company has significant influence, but less than a controlling voting interest, are accounted for using the equity method. Investments in which the Company has no significant influence are designated as available-for-sale investments if readily determinable market values are available. If an investment’s fair value is not readily determinable, the Company accounts for its investment at cost.

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Actual results may differ from those estimates.

Certain fiscal 2017 amounts have been reclassified to conform to the fiscal 2018 presentation. Unless indicated otherwise, the information in the notes to the Unaudited Consolidated Financial Statements relates to the Company’s continuing operations.

The Company has reclassified certain fiscal 2017 amounts for development and certain other costs from Selling, general and administrative to Operating expenses within the Consolidated Statement of Operations to conform to the fiscal 2018 presentation. These reclassifications did not affect previously reported Revenue, Income from continuing operations before income tax (expense) benefit or Net income in the Consolidated Statement of Operations.

Recently Adopted and Recently Issued Accounting Guidance and U.S. Tax Reform

Adopted

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The amendments in ASU 2016-09 simplify various aspects related to how share-based payments are accounted for and presented in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. On July 1, 2017, the Company adopted ASU 2016-09. In accordance with ASU 2016-09, the Company will prospectively recognize all excess tax benefits and tax deficiencies in Income tax (expense) benefit in the Statements of Operations. In the statement of cash flows, all excess tax benefits are presented retrospectively in Net cash provided by operating activities from continuing operations. In addition, the Company retrospectively adopted the guidance that requires cash paid by the Company when directly withholding shares for tax withholding purposes to be classified as a financing activity in the statement of cash flows. The adoption of ASU 2016-09 resulted in an increase in Net cash provided by operating activities from continuing operations and a corresponding increase in Net cash used in financing activities from continuing operations in the Statement of Cash Flows for fiscal 2017. The other aspects of ASU 2016-09 did not have a material effect on the Company’s consolidated financial statements.

5


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

On July 1, 2017, the Company early adopted ASU 2017-07, “Compensation–Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”). ASU 2017-07 requires an employer to report the service cost component of net benefit cost in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. ASU 2017-07 did not have a material effect on the Company’s consolidated financial statements.

Issued

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 requires additional disclosure around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 will be effective for the Company for annual and interim reporting periods beginning July 1, 2018. The Company expects to apply ASU 2014-09 on a modified retrospective basis with the cumulative effect, if any, of initially applying the new guidance recognized at the date of initial application as an adjustment to opening retained earnings. The Company has substantially completed its review of contracts for each of the Company’s significant revenue streams and does not expect a material impact on its consolidated financial statements as a result of its adoption of ASU 2014-09. The Company expects that the new standard will impact the timing of revenue recognition for renewals or extensions of existing licensing agreements for intellectual property, which upon adoption will be recognized as revenue once the customer can begin to use and benefit from the license rather than when the agreement is extended or renewed, under historical GAAP. The new standard will require the Company’s Filmed Entertainment segment to recognize revenues from certain television license deals earlier as opposed to recognizing those license fees over the term of the licenses. Conversely, revenues from certain of the Filmed Entertainment segment’s trademark licensing deals will be recognized over the license terms as opposed to recognition at inception as under historical GAAP. In addition, the Company is implementing appropriate changes to the Company’s processes, systems and controls to support the recognition and disclosure requirements under the new standard.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The objective of ASU 2017-12 is to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. In addition, ASU 2017-12 simplifies the assessment of hedge effectiveness. ASU 2017-12 is effective for the Company for annual and interim reporting periods beginning July 1, 2019. Early adoption is permitted in an interim period. The Company is currently evaluating the impact ASU 2017-12 will have on its consolidated financial statements.

U.S. Tax Reform

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. Since the Company has a June 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 28% for the Company’s fiscal year ending June 30, 2018, and 21% for subsequent fiscal years. As part of the transition to the new territorial tax system, the Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign entities.

As of March 31, 2018, the Company has not completed its analysis of the accounting for all the tax effects of the Tax Act. For the nine months ended March 31, 2018, the Company recorded a provisional income tax benefit of $1.3 billion to adjust its net deferred tax liability position in accordance with the Tax Act. The net deferred tax liability represents future tax obligations. Among the Company’s more significant net deferred tax liabilities are basis differences and amortization, and sports rights contracts. The final amount of the adjustment to the net deferred tax liability could be revised based on changes in interpretations of the Tax Act and any updates or changes to estimates based on additional information the Company obtains or analyzes. For the three months ended March 31, 2018, there were no changes to the provisional amount previously recorded.

6


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

The Company has not recorded a liability for the transition tax to a territorial tax system. The Company is continuing to gather and analyze information to determine the deemed unremitted earnings subject to the transition tax, some of which was not previously needed or not yet accumulated, and the related U.S. tax impacts. The Company currently anticipates recording a provisional amount for the transition tax by the end of the current fiscal year.

In February 2018, the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”). The objective of ASU 2018-02 is to eliminate the stranded tax effects resulting from the Tax Act and to improve the usefulness of information reported to financial statement users. ASU 2018-02 is effective for the Company for annual and interim reporting periods beginning July 1, 2019. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact ASU 2018-02 will have on its consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). The objective of ASU 2018-05 is to codify previously-issued SEC guidance allowing for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. There may be adjustments to the provisional amounts recorded during this measurement period and such adjustments could possibly be material.

NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

Fiscal 2018

Disney Transaction/Distribution of New Fox

In December 2017, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with The Walt Disney Company (“Disney”). Prior to the consummation of the Initial Merger (as hereinafter defined), the Company will transfer a portfolio of the Company’s news, sports and broadcast businesses, including the Fox News Channel, Fox Business Network, FOX Broadcasting Company, Fox Sports, Fox Television Stations Group, FS1, FS2, Fox Deportes and Big Ten Network and certain other assets and liabilities into a newly formed subsidiary (“New Fox”) (the “New Fox Separation”) and distribute all of the issued and outstanding common stock of New Fox to the holders of the outstanding shares of the Company's Class A Common Stock and Class B Common Stock (other than holders that are subsidiaries of the Company (shares held by such holders, the "Hook Stock")) on a pro rata basis (the "New Fox Distribution"). Prior to the New Fox Distribution, New Fox will pay the Company a dividend in the amount of $8.5 billion. New Fox will incur indebtedness sufficient to fund the dividend, which indebtedness will be reduced after the initial merger by the amount of the Cash Payment (as hereinafter defined). As the New Fox Separation and New Fox Distribution will be taxable to the Company at the corporate level, the dividend is intended to fund the taxes resulting from the New Fox Separation and New Fox Distribution and certain other transactions contemplated by the Merger Agreement (the "Transaction Tax"). The Company will retain all assets and liabilities not transferred to New Fox, including the Twentieth Century Fox Film and Television studios and certain cable and international television businesses, including FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International and Star India, as well as the Company’s interests in Hulu LLC (“Hulu”), Sky plc (“Sky”), Tata Sky Limited and Endemol Shine Group. Following the New Fox Distribution, TWC Merger Enterprises 2 Corp., a wholly owned subsidiary of Disney (“Merger Sub”) will merge with and into the Company (the “Initial Merger”), with the Company surviving (the “Surviving Corporation”). Immediately after the effective time of the Initial Merger, the Surviving Corporation will merge with and into TWC Merger Enterprises 1, LLC, a wholly owned subsidiary of Disney (“Merger LLC”), with Merger LLC to be the surviving entity (the “Subsequent Merger,” and together with the Initial Merger, the “Mergers”). As a result of the Mergers, the Company will become a wholly owned subsidiary of Disney.

Upon consummation of the Disney Transaction, each issued and outstanding share of the Company's Class A Common Stock and Class B Common Stock (other than the Hook Stock) will be exchanged automatically for 0.2745 shares of common stock, par value $0.01 per share, of Disney ("Disney Common Stock"). The exchange ratio may be subject to an adjustment based on the final estimate of certain tax liabilities arising from the New Fox Separation and the New Fox Distribution and other transactions contemplated by the Merger Agreement. The initial exchange ratio in the Merger Agreement of 0.2745 shares of Disney Common Stock for each share of the Company's Class A Common Stock and Class B Common Stock (other than the Hook Stock) was set based on an estimate of $8.5 billion for the Transaction Tax, and will be adjusted immediately prior to consummation of the Disney Transaction if the final estimate of the Transaction Tax at closing is more than $8.5 billion or less than $6.5 billion. Such adjustment could increase or decrease

7


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

the exchange ratio, depending on whether the final estimate is higher or lower, respectively, than $6.5 billion or $8.5 billion. Additionally, if the final estimate of the tax liabilities is lower than $8.5 billion, Disney will make a cash payment to New Fox reflecting the difference between such amount and $8.5 billion, up to a maximum cash payment of $2 billion (the "Cash Payment"). The foregoing proposed transactions are collectively referred to in this report as the “Disney Transaction”.

To provide New Fox with financing in connection with the New Fox Distribution, 21st Century Fox America, Inc. (“21CFA”), a wholly-owned subsidiary of the Company, entered into a commitment letter on behalf of New Fox with the financial institutions party thereto (the “Bridge Commitment Letter”) which provides for borrowings of up to $9 billion. Given the Company’s current debt ratings, 21CFA pays a commitment fee of 0.1%. While the Company has entered into the Bridge Commitment Letter, New Fox intends to finance the dividend by obtaining permanent financing in the capital markets on a standalone basis.

Under the terms of the Merger Agreement, Disney will pay the Company $2.5 billion if the merger is not consummated under certain circumstances relating to the failure to obtain approvals, or there is a final, non-appealable order preventing the transaction, in each case, relating to antitrust laws, communications laws or foreign regulatory laws. If the Merger Agreement is terminated under certain other circumstances relating to changes in board recommendations and/or alternative transactions, the Company or Disney may be required to pay the other party approximately $1.5 billion.

In connection with the Disney Transaction, the Company has made certain representations, warranties and covenants, including, among other things, customary pre-closing covenants by the Company to conduct its business in the ordinary course consistent with past practice and refraining from taking certain actions without Disney consent. The consummation of the Disney Transaction is subject to various conditions, including among others, (i) customary conditions relating to the adoption of the Merger Agreement by the requisite vote of the Company’s stockholders and the approval of the stock issuance by the requisite vote of Disney stockholders, (ii) the consummation of the New Fox Separation, (iii) the receipt of a tax ruling from the Australian Taxation Office and certain tax opinions with respect to the treatment of the transaction under U.S. and Australian tax laws, and (iv) the receipt of certain regulatory approvals and governmental consents. The Mergers and New Fox Separation are expected to be completed in approximately 12 to 18 months from December 13, 2017.

In February 2018, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) established a cash bonus retention plan for certain employees of approximately $110 million of which 50% is payable at the time of the Initial Merger and 50% on the 10-month anniversary of the Initial Merger, subject to each participant's continued employment through the applicable payment date. The cash bonus retention payment plans are subject to accelerated payment upon the occurrence of certain termination events. In addition, the Compensation Committee modified certain equity awards and granted additional equity awards to certain executives (See Note 8 – Equity-based Compensation). The modification and grant of equity awards and the cash bonus retention plan resulted in additional compensation expenses of approximately $85 million for the three and nine months ended March 31, 2018, of which approximately $60 million was included in Selling, general and administrative expenses and the remaining amount was included in Other, net in the Unaudited Consolidated Statements of Operations.

Television Stations Acquisition

In May 2018, the Company entered into a definitive agreement (the “Purchase Agreement”) with Sinclair Broadcast Group, Inc. (“Sinclair”) and Tribune Media Company (“Tribune”) to acquire seven television stations from Tribune for approximately $910 million subject to certain purchase price adjustments. As part of the transaction, the Company entered into new network affiliation agreements with Sinclair and will grant to Sinclair options to acquire two of the Company’s stations. Completion of the stations acquisition, which is anticipated to close in the first half of fiscal 2019, is subject to the satisfaction of customary closing conditions, including regulatory approvals and the substantially simultaneous closing of Sinclair’s proposed acquisition of Tribune.

Fiscal 2017

Sky Acquisition

In December 2016, the Company announced it reached agreement with Sky, in which the Company currently has an approximate 39% interest, on the terms of a recommended pre-conditional cash offer by the Company for the fully diluted share capital of Sky which the Company does not already own (the “Sky Acquisition”), at a price of £10.75 per Sky share

8


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

(approximately $16 billion in the aggregate). The Sky Acquisition remains subject to certain customary closing conditions, including approval by the UK Secretary of State for Digital, Culture, Media and Sport and the requisite approval of Sky shareholders unaffiliated with the Company. The Sky Acquisition has received unconditional clearance by all competent competition authorities including the European Commission, and has been cleared on public interest and plurality grounds in all of the markets in which Sky operates outside of the UK, including Austria, Germany, Italy and the Republic of Ireland. The Company anticipates regulatory approval of the transaction by early summer 2018.

To provide financing in connection with the Sky Acquisition, the Company and 21CFA entered into a bridge credit agreement with the lenders party thereto (the “Bridge Credit Agreement”). The Bridge Credit Agreement provides for borrowings of up to £12.2 billion (approximately $17 billion). Fees under the Bridge Credit Agreement are based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. Given the Company’s current debt ratings, 21CFA pays a commitment fee on undrawn funds of 0.1% and the initial interest rate on advances will be London Interbank Offered Rate (“LIBOR”) plus 1.125% with subsequent increases every 90 days up to LIBOR plus 1.875%. 21CFA has also agreed to pay a duration fee on each of the 90th, 180th and 270th day after the funding of the loans in an amount equal to 0.50%, 0.75%, and 1.00%, respectively, of the aggregate principal amount of the advances and undrawn commitments outstanding at the time. The terms of the Bridge Credit Agreement also include the requirement that 21CFA maintain a certain leverage ratio and limitations with respect to secured indebtedness. While the Company has entered into the Bridge Credit Agreement, the Company intends to finance the Sky Acquisition by using a significant portion of the available cash on its balance sheet and obtaining permanent financing in the capital markets. The Company purchased a foreign currency exchange option in February 2017, which was subsequently modified in September 2017 and February 2018, to limit its foreign currency exchange rate risk in connection with the Sky Acquisition (See Note 5 – Fair Value under the heading “Foreign Currency Contracts” and Note 11 – Additional Financial Information under the heading “Other, net” for additional information).

The Company believes the Sky Acquisition will result in enhanced capabilities of the combined company, underpinned by a more geographically diverse and stable revenue base, and an improved balance between subscription, affiliate fee, advertising and content revenues.

On April 25, 2018, Comcast Corporation (“Comcast”) announced a pre-conditional cash offer for the fully diluted share capital of Sky (the “Comcast Offer”) which will be subject to regulatory pre-conditions as well as additional closing conditions.  Following the announcement of the Comcast Offer, on April 25, 2018, the independent committee of the Sky Board of Directors (the “Independent Committee”) withdrew its previously announced recommendation that unaffiliated Sky shareholders vote in favor of the Sky Acquisition and the Company received from Sky a written notice of termination of the co-operation agreement entered into in December 2016 between the Company and Sky (the “Co-Operation Agreement”) pursuant to which the Company and Sky had agreed to certain matters in relation to the Sky Acquisition, including a break fee. As a result of the termination of the Co-Operation Agreement, the break fee will not be payable by the Company in any circumstance. Certain provisions relating to the Company’s conduct of the Sky Acquisition survive the termination of the Co-Operation Agreement. Notwithstanding the termination of the Co-Operation Agreement, Sky has stated that the Independent Committee intends to co-operate fully with the Company and Comcast to secure the relevant approvals to satisfy the pre-conditions for both offers. The Company remains committed to the Sky Acquisition and is currently considering its options.

Other

In February 2017, the Company announced that it anticipated receiving approximately $350 million in proceeds resulting from the Federal Communications Commission’s (the “FCC”) reverse auction for broadcast spectrum. Consequently, the Company will relinquish spectrum used by its television stations affiliated with both The CW Television Network and Master Distribution Service, Inc. (“MyNetworkTV”) in Chicago, IL and MyNetworkTV in the Washington, DC and Charlotte, NC designated market areas, in which the Company operates duopolies. These stations will continue broadcasting using the spectrum of the existing FOX Broadcasting Company (“FOX”) owned and operated station in that market. The proceeds were received in July 2017 and the Company recorded a deferred gain on this transaction which will be recognized upon relinquishing the spectrum to the FCC, which is anticipated to occur during the fourth quarter of fiscal 2018.

9


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3. INVENTORIES, NET

The Company’s inventories were comprised of the following:

 

 

 

As of

March 31,

2018

 

 

As of

June 30,

2017

 

 

 

(in millions)

 

Programming rights

 

 

 

 

 

 

 

 

Sports programming rights

 

$

3,845

 

 

$

3,201

 

Entertainment programming rights

 

 

3,355

 

 

 

3,232

 

Filmed entertainment costs

 

 

 

 

 

 

 

 

Films

 

 

 

 

 

 

 

 

Released, less accumulated amortization

 

 

1,314

 

 

 

1,112

 

Completed, not released

 

 

27

 

 

 

398

 

In production

 

 

1,522

 

 

 

1,094

 

In development or preproduction

 

 

203

 

 

 

295

 

 

 

 

-

 

 

 

 

 

 

 

 

3,066

 

 

 

2,899

 

 

 

 

 

 

 

 

 

 

Television productions

 

 

 

 

 

 

 

 

Released, less accumulated amortization

 

 

853

 

 

 

838

 

In production, development or preproduction

 

 

528

 

 

 

383

 

 

 

 

 

 

 

 

 

 

 

 

 

1,381

 

 

 

1,221

 

 

 

 

 

 

 

 

 

 

Total filmed entertainment costs, less accumulated amortization(a)

 

 

4,447

 

 

 

4,120

 

 

 

 

 

 

 

 

 

 

Total inventories, net

 

 

11,647

 

 

 

10,553

 

Less: current portion of inventories, net(b)

 

 

(3,645

)

 

 

(3,101

)

 

 

 

 

 

 

 

 

 

Total non-current inventories, net

 

$

8,002

 

 

$

7,452

 

 

(a)

Does not include $218 million and $241 million of net intangible film library costs as of March 31, 2018 and June 30, 2017, respectively, which were included in intangible assets subject to amortization in the Consolidated Balance Sheets.

(b)

Current portion of inventories, net as of March 31, 2018 and June 30, 2017 was comprised of programming rights ($3,591 million and $3,037 million, respectively), DVDs, Blu-rays and other merchandise.

NOTE 4. INVESTMENTS

The Company’s investments were comprised of the following:

 

 

 

 

 

Ownership

percentage

as of

March 31,

2018

 

 

As of

March 31,

2018

 

 

As of

June 30,

2017

 

 

 

 

 

 

 

 

 

(in millions)

 

Sky(a)(b)

 

European direct broadcast satellite operator

 

 

39%

 

 

$

3,485

 

 

$

3,175

 

Endemol Shine Group(b)

 

Global multi-platform content provider

 

 

50%

 

 

 

222

 

 

 

262

 

Other investments(c)

 

 

 

various

 

 

 

549

 

 

 

465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments

 

 

 

 

 

 

 

$

4,256

 

 

$

3,902

 

 

(a)

The Company’s investment in Sky had a market value of $12.2 billion as of March 31, 2018 determined using its quoted market price on the London Stock Exchange (a Level 1 measurement as defined in Note 5 – Fair Value). The Company received dividends of approximately $95 million and $170 million from Sky for the nine months ended March 31, 2018 and 2017, respectively.

(b)

Equity method investments.

(c)

Includes an investment of $187 million in available-for-sale securities as of March 31, 2018 (See Note 5 – Fair Value).

10


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Hulu

The Company owns an equity interest in Hulu. In August 2016, Hulu issued a 10% equity interest to a new investor thereby diluting the Company’s ownership to 30%. For a period of up to 36 months, under certain limited circumstances arising from regulatory review, the new investor may put its shares to Hulu or Hulu may call the shares from the new investor. If Hulu is required to fund the repurchase of shares from the new investor, the Company has agreed to make an additional capital contribution of up to approximately $300 million to Hulu. As a result of these conditions, the Company will record a gain on the dilution of its ownership interest upon resolution of the contingency. The Company will continue to account for its interest in Hulu as an equity method investment.

For the nine months ended March 31, 2018, the Company invested approximately $315 million in Hulu to maintain its ownership percentage and has committed to an additional investment of approximately $340 million in calendar year 2018.

NOTE 5. FAIR VALUE

In accordance with ASC 820, “Fair Value Measurement,” fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (i) inputs that are quoted prices in active markets (“Level 1”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”).

The following tables present information about financial assets and liabilities carried at fair value on a recurring basis:

 

 

 

Fair value measurements

 

 

 

As of March 31, 2018

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in millions)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments(a)

 

$

187

 

 

$

187

 

 

$

-

 

 

$

-

 

Derivatives(b)

 

 

153

 

 

 

-

 

 

 

153

 

 

 

-

 

Other(c)

 

 

114

 

 

 

-

 

 

 

-

 

 

 

114

 

Redeemable noncontrolling interests

 

 

(761

)

 

 

-

 

 

 

-

 

 

 

(761

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

(307

)

 

$

187

 

 

$

153

 

 

$

(647

)

 

 

 

 

As of June 30, 2017

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in millions)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives(b)

 

$

48

 

 

$

-

 

 

$

48

 

 

$

-

 

Other(c)

 

 

43

 

 

 

-

 

 

 

-

 

 

 

43

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives(b)

 

 

(9

)

 

 

-

 

 

 

(9

)

 

 

-

 

Redeemable noncontrolling interests

 

 

(694

)

 

 

-

 

 

 

-

 

 

 

(694

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

(612

)

 

$

-

 

 

$

39

 

 

$

(651

)

 

(a)

Represents an investment in available-for-sale securities.

(b)

Represents derivatives associated with the Company’s foreign currency forward and option contracts and interest rate swap contracts.

(c)

Primarily relates to past acquisitions, including contingent consideration arrangements.

11


TWENTY-FIRST CENTURY FOX, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Redeemable Noncontrolling Interests

The Company accounts for redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity” (“ASC 480-10-S99-3A”), because their exercise is outside the control of the Company. The redeemable noncontrolling interests recorded at fair value are put arrangements held by the noncontrolling interests in certain of the Company’s majority-owned sports networks. The Company utilizes the market, income or cost approaches or a combination of these valuation techniques for its Level 3 fair value measures, using observable inputs such as market data obtained from independent sources. To the extent observable inputs are not available, the Company utilizes unobservable inputs based upon the assumptions market participants would use in valuing the asset (liability). One minority shareholder’s put right is currently exercisable. One minority shareholder’s put right will become exercisable in July 2018 and two minority shareholders’ put rights will become exercisable in March 2019. The remaining redeemable noncontrolling interests are currently not exercisable.

Financial Instruments

The carrying value of the Company’s financial instruments, such as cash and cash equivalents, receivables, payables and cost method investments, approximates fair value.

 

 

 

As of

March 31,

2018

 

 

As of

June 30,

2017