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FAIR VALUE MEASUREMENTS

12 Months Ended

Jun. 30, 2021

The Company records certain of its financial assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The accounting for fair value measurements must be applied to nonfinancial assets and nonfinancial liabilities that require initial measurement or remeasurement at fair value, which principally consist of assets and liabilities acquired through business combinations and goodwill, indefinite-lived intangible assets and long-lived assets for the purposes of calculating potential impairment. The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021:


(In millions)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	2,079	$	—	$	—	$	2,079
Foreign currency forward contracts	—		52		—		52
Interest rate-related derivatives	—		15		—		15
Total	$	2,079	$	67	$	—	$	2,146

Liabilities:
Foreign currency forward contracts	$	—	$	56	$	—	$	56
DECIEM stock options	—		—		141		141


Total	$	—	$	56	$	141	$	197

The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2020:


(In millions)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	2,810	$	—	$	—	$	2,810
Foreign currency forward contracts	—		87		—		87
Interest rate-related derivatives	—		15		—		15
Total	$	2,810	$	102	$	—	$	2,912

Liabilities:
Foreign currency forward contracts	$	—	$	80	$	—	$	80
Interest rate-related derivatives	—		3		—		3
Contingent consideration	—		—		4		4
Total	$	—	$	83	$	4	$	87

The estimated fair values of the Company’s financial instruments are as follows:


	June 30
	2021				2020
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Nonderivatives
Cash and cash equivalents	$	4,958	$	4,958	$	5,022	$	5,022
Current and long-term debt	5,569		6,262		6,136		6,902

Contingent consideration	—		—		4		4
DECIEM stock options	141		141		—		—

Derivatives
Foreign currency forward contracts – asset (liability), net	(4)		(4)		7		7
Interest rate-related derivatives – asset, net	15		15		12		12

The following table presents the Company’s impairment charges for certain of its nonfinancial assets measured at fair value on a nonrecurring basis, classified as Level 3, during fiscal 2021, 2020 and 2019:

Fiscal 2021


(In millions)	Impairment Charges		Date of Fair Value Measurement	Fair Value(1)
Goodwill
GLAMGLOW	$	54	November 30, 2020	$	—
BECCA(2)	13		February 28, 2021	—

Other	4		June 30, 2021	—
Total	71			—

Other intangible assets, net (trademark and customer lists)
GLAMGLOW	52		November 30, 2020 April 1, 2021	11
BECCA(2)	34		February 28, 2021	—
Smashbox	11		April 1, 2021	21
Total	97			32

Long-lived assets	71		March 31, 2021 June 30, 2021	66
Total impairments	$	239		$	98

(1)See Note 6 – Goodwill and Other Intangible Assets for discussion of the valuation techniques used to measure fair value, the description of the inputs and information used to develop those inputs.

(2)See Note 8 – Charges Associated with Restructuring and Other Activities for further information relating to goodwill and other intangible asset impairment charges recorded in connection with the exit of the global distribution of BECCA products.

Fiscal 2020


(In millions)	Impairment Charges		Date of Fair Value Measurement	Fair Value(1)
Goodwill
Too Faced	$	592	March 31, 2020	$	13
Smashbox	72		March 31, 2020	—
Editions de Parfums Frédéric Malle	3		April 1, 2020	3
BECCA	85		June 30, 2020	13
GLAMGLOW	60		June 30, 2020	54
Total	812			83

Other intangible assets, net (trademark)
Too Faced	253		March 31, 2020	272
Smashbox	23		March 31, 2020	32
Editions de Parfums Frédéric Malle	11		April 1, 2020	21
BECCA	71		June 30, 2020	27
GLAMGLOW	6		June 30, 2020	57
Total	364			409

Other intangible assets, net (customer lists)
BECCA	35		June 30, 2020	7

Long-lived assets	215		June 30, 2020	200
Total impairments	$	1,426		$	699

(1)See Note 6 – Goodwill and Other Intangible Assets and Note 7 – Leases for discussion of the valuation techniques used to measure fair value, the description of the inputs and information used to develop those inputs.

Fiscal 2019


(In millions)	Impairment Charges		Date of Fair Value Measurement	Fair Value(1)
Smashbox
Goodwill	$	68	March 31, 2019	$	72
Other intangible assets, net (trademarks)	22		March 31, 2019	55
Total	$	90		$	127

The following methods and assumptions were used to estimate the fair value of the Company’s financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents – Cash and all highly-liquid securities with original maturities of three months or less are classified as cash and cash equivalents, primarily consisting of cash deposits in interest bearing accounts, time deposits and money market funds (classified within Level 1 of the valuation hierarchy). Cash deposits in interest bearing accounts and time deposits are carried at cost, which approximates fair value, due to the short maturity of cash equivalent instruments.

Foreign currency forward contracts – The fair values of the Company’s foreign currency forward contracts were determined using an industry-standard valuation model, which is based on an income approach. The significant observable inputs to the model, such as swap yield curves and currency spot and forward rates, were obtained from an independent pricing service. To determine the fair value of contracts under the model, the difference between the contract price and the current forward rate was discounted using LIBOR for contracts with maturities up to 12 months, and swap yield curves for contracts with maturities greater than 12 months.

Interest rate contracts – The fair values of the Company’s interest rate contracts were determined using an industry-standard valuation model, which is based on the income approach. The significant observable inputs to the model, such as treasury yield curves, swap yield curves and LIBOR forward rates, were obtained from independent pricing services.

Current and long-term debt – The fair value of the Company’s debt was estimated based on the current rates offered to the Company for debt with the same remaining maturities. To a lesser extent, debt also includes finance lease obligations for which the carrying amount approximates the fair value. The Company’s debt is classified within Level 2 of the valuation hierarchy.

DECIEM stock options – The stock option liability represents the employee stock options issued by DECIEM in replacement and exchange for certain vested and unvested DECIEM employee stock options previously issued by DECIEM, in connection with the Company's acquisition of DECIEM. The DECIEM stock options are subject to the terms and conditions of DECIEM's 2021 Stock Option Plan. The initial fair value of the DECIEM stock option liability was calculated using the acquisition date fair value multiplied by the number of options replaced (consisting of vested and partially vested stock options) on the day following the acquisition date. The acquisition date fair value was calculated using the Monte Carlo Method, which requires certain assumptions. These inputs are categorized as Level 3 of the valuation hierarchy. The DECIEM stock options will be remeasured to fair value at each reporting date through settlement, with the offsetting entry to compensation expense, through the period when the options are exercised or repurchased. See Note 5 – Acquisition of Businesses and Note 18 – Stock Programs for discussion.

Contingent consideration – Contingent consideration obligations consist of potential obligations related to the Company’s acquisitions in previous years. The amounts to be paid under these obligations are contingent upon the achievement of stipulated financial targets by the business subsequent to acquisition. At June 30, 2021, there was no contingent consideration outstanding.

Changes in the fair value of the contingent consideration obligations for the year ended June 30, 2021 are included in Selling, general and administrative expenses in the accompanying consolidated statements of earnings and were as follows:


(In millions)	Fair Value

Contingent consideration at June 30, 2020	$	4
Payments	(2)
Changes in fair value	(2)
Contingent consideration at June 30, 2021	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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