EX-99.1 2 d633472dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

On September 22, 2018, Twenty-First Century Fox, Inc. (“Twenty-First Century Fox”, “21CF” or the “Company”) made a revised cash offer for the fully diluted share capital of Sky plc (“Sky”) that the Company and its affiliates do not already own at a price of £15.67 for each Sky share, following the conclusion of the auction process conducted by the UK Panel on Takeovers and Mergers. On the same day, Comcast Corporation (“Comcast”) announced a revised cash offer by Comcast for the entire issued and to be issued share capital of Sky at a price of £17.28 for each Sky share, which was recommended by the Sky Independent Committee. On September 26, 2018, the Company announced that it intends to lapse its offer on October 6, 2018 and that it intended to either accept the Comcast Offer or to sell its Sky shares to Comcast. On October 3, 2018, the Company entered into an agreement to sell its shares to Comcast at a price of £17.28 for each Sky share. As a result, the Company received cash consideration of approximately £11.6 billion ($15.1 billion) for its 39% interest in Sky (the “Sale”). The transaction was previously described in a Current Report of the Company on Form 8-K filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) on October 9, 2018.

Basis of preparation

The Unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the Company’s historical Consolidated Financial Statements and are being presented to give effect to the Sale. The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the Company’s historical Consolidated Financial Statements and accompanying notes in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 as filed with the SEC on August 13, 2018 and which is available at the SEC’s web site at www.sec.gov and the Company’s website at www.21cf.com/investor-relations.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the fiscal year ended June 30, 2018 reflects the Company’s results as if the Sale had occurred on July 1, 2017 and does not assume any interest income on cash proceeds. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2018 gives effect to the Sale as if it occurred on June 30, 2018.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are subject to the assumptions and adjustments described in the accompanying notes. Given the information available at this time, the Company’s management believes that these assumptions and adjustments are reasonable under the circumstances.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations does not reflect material non-recurring charges following the Sale. The Company does not anticipate incurring any such charges following the Sale.

The Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared in accordance with SEC Regulation S-X Article 11 and are not intended to be a complete presentation of the Company’s financial position or results of operations had the Sale occurred as of and for the period indicated. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and information purposes only, and are not necessarily indicative of the Company’s future results of operations or financial condition had the Sale been completed on the dates assumed. The pro forma adjustments are based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impacts of events directly attributable to the Sale that are factually supportable, and for purposes of the Statement of Operations, are expected to have a continuing impact on the Company.

 

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Twenty-First Century Fox

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the fiscal year ended June 30, 2018

(in millions, except per share data)

 

     21CF
Historical(a)
    Disposition
of Sky
    21CF
Pro Forma
 

Revenues

   $ 30,400     $ —       $ 30,400  

Operating expenses

     (19,769     (b)       (19,764

Selling, general and administrative

     (3,668     —         (3,668

Depreciation and amortization

     (584     —         (584

Impairment and restructuring charges

     (72     —         (72

Equity losses of affiliates

     (138     (426 (c)      (564

Interest expense, net

     (1,248     —         (1,248

Interest income

     39       —         39  

Other, net

     (550     —         (550
  

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income tax benefit (expense)

     4,410       (421     3,989  

Income tax benefit (expense)

     364       (274 (c)      90  
  

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     4,774       (695     4,079  

Less: Net income attributable to noncontrolling interests

     (298     —         (298
  

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations attributable to 21CF stockholders

   $ 4,476     $ (695   $ 3,781  
  

 

 

   

 

 

   

 

 

 

EARNINGS PER SHARE DATA

      

Weighted average shares

      

Basic

     1,852         1,852  

Diluted

     1,857         1,857  

Income from continuing operations attributable to 21CF stockholders per share:

      

Basic

   $ 2.42       $ 2.04  

Diluted

   $ 2.41       $ 2.04  

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

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Twenty-First Century Fox

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2018

(in millions)

 

     21CF
Historical(a)
     Disposition
of Sky
    21CF
Pro Forma
 

ASSETS

       

Current assets

       

Cash and cash equivalents

   $ 7,622      $ 15,121  (d)     $ 22,743  

Receivables, net

     7,120        —         7,120  

Inventories, net

     3,669        —         3,669  

Other

     922        —         922  
  

 

 

    

 

 

   

 

 

 

Total current assets

     19,333        15,121       34,454  
  

 

 

    

 

 

   

 

 

 

Non-current assets

       

Receivables, net

     724        —         724  

Investments

     4,112        (3,259 (b), (c)      853  

Inventories, net

     7,518        —         7,518  

Property, plant and equipment, net

     1,956        —         1,956  

Intangible assets, net

     6,101        —         6,101  

Goodwill

     12,768        —         12,768  

Other non-current assets

     1,319        —         1,319  
  

 

 

    

 

 

   

 

 

 

Total assets

   $ 53,831      $ 11,862     $ 65,693  
  

 

 

    

 

 

   

 

 

 

LIABILITIES AND EQUITY

       

Current liabilities

       

Borrowings

   $ 1,054      $ —       $ 1,054  

Accounts payable, accrued expenses and other current liabilities

     7,190        119  (e)       7,309  
  

 

 

    

 

 

   

 

 

 

Total current liabilities

     8,244        119       8,363  
  

 

 

    

 

 

   

 

 

 

Non-current liabilities

       

Borrowings

     18,469        —         18,469  

Other liabilities

     3,664        —         3,664  

Deferred income taxes

     1,892        26  (e)       1,918  

Redeemable noncontrolling interests

     764        —         764  

Commitments and contingencies

       

Total equity

     20,798        11,717  (e)       32,515  
  

 

 

    

 

 

   

 

 

 

Total liabilities and equity

   $ 53,831      $ 11,862     $ 65,693  
  

 

 

    

 

 

   

 

 

 

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

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Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

 

  a)

Reflects the Company’s historical financial position and operating results as of and for the fiscal year ended June 30, 2018.

  b)

Represents the adjustment to reverse the elimination of intra-entity profits and losses on transactions between the Company and Sky.

  c)

Represents the impact to equity losses of affiliates and investments as a result of the Sale. Historically the Company accounted for its investment in Sky under the equity method of accounting, which had a carrying value of $3,306 million. As a result of the Sale, the historical equity earnings and the investment balance were eliminated. The Company has also removed from income tax expense the net deferred tax amounts, including an adjustment for the new federal statutory rate, due to the difference between the equity earnings recorded from Sky and the dividends received from Sky during the period.

  d)

Represents the cash proceeds received at closing of the Sale.

  e)

Represents the adjustments to total equity to reflect the estimated gain on the Sale, including estimated income tax effects. The estimated gain has not been reflected in the unaudited pro forma condensed consolidated statement of operations as it is considered to be nonrecurring in nature.

 

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