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Financial Instruments and Fair Value Measurements
12 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Financial Instruments and Fair Value Measurements
NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
In accordance with ASC 820, fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than quoted prices included in Level 1. The Company could value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices
for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. For the Company, this primarily includes the use of forecasted financial information and other valuation related assumptions such as discount rates and long term growth rates in the income approach as well as the market approach which utilizes certain market and transaction multiples.
Under ASC 820, certain assets and liabilities are required to be remeasured to fair value at the end of each reporting period. The following table summarizes those assets and liabilities measured at fair value on a recurring basis:
June 30, 2020June 30, 2019
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
(in millions)
Assets:
Foreign currency derivatives—cash flow hedges
$—  $—  $—  $—  $—  $ $—  $ 
Cross-currency interest rate derivatives—fair value hedges
—  24  —  24  —  29  —  29  
Cross-currency interest rate derivatives—economic hedges
—  —  —  —  —  12  —  12  
Cross-currency interest rate derivatives—cash flow hedges
—  98  —  98  —  116  —  116  
Equity securities(a)
54  —  123  177  74  —  113  187  
Total assets
$54  $122  $123  $299  $74  $158  $113  $345  
Liabilities:


Foreign currency derivatives—cash flow hedges
$—  $ $—  $ $—  $—  $—  $—  
Interest rate derivatives—cash flow hedges
—  16  —  16  —  20  —  20  
Mandatorily redeemable noncontrolling interests
—  —  —  —  —  —  11  11  
Cross-currency interest rate derivatives—cash flow hedges
—  18  —  18  —  18  —  18  
Total liabilities
$—  $37  $—  $37  $—  $38  $11  $49  
________________________
(a)See Note 6—Investments.
There have been no transfers between levels of the fair value hierarchy during the periods presented.
Equity securities
The fair values of equity securities with quoted prices in active markets are determined based on the closing price at the end of each reporting period. These securities are classified as Level 1 in the fair value hierarchy outlined above. The fair values of equity securities without readily determinable fair market values are determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above.
A rollforward of the Company’s equity securities classified as Level 3 is as follows:
For the fiscal year ended June 30,
20202019
(in millions)
Balance—beginning of year (a)
113  127  
Additions (b)
19   
Sales
—  (10) 
Measurement adjustments
(4) (2) 
Foreign exchange and other
(5) (10) 
Balance—end of year$123  $113  
________________________
(a)As a result of the adoption of ASU 2016-01 during the first quarter of fiscal 2019, the cumulative net unrealized gains (losses) for these investments contained within Accumulated other comprehensive loss were reclassified through Accumulated deficit as of July 1, 2018.
(b)Includes purchases of equity securities as well as the equity securities received as consideration for the sale of Unruly to Tremor in the third quarter of fiscal 2020.
Mandatorily redeemable noncontrolling interests
The Company has liabilities recorded in its Balance Sheets for its mandatorily redeemable noncontrolling interests. These liabilities represent management’s best estimate of the amounts expected to be paid in accordance with the contractual terms of the underlying acquisition agreements. The fair values of these liabilities are based on the contractual payout formulas included in the acquisition agreements taking into account the expected performance of the business. Any remeasurements or accretion related to the Company’s mandatorily redeemable noncontrolling interests are recorded through Interest (expense) income, net in the Statements of Operations. As the fair value does not rely on observable market inputs, the Company classifies these liabilities as Level 3 in the fair value hierarchy.
A rollforward of the Company’s mandatorily redeemable noncontrolling interest liabilities classified as Level 3 is as follows:
For the fiscal year ended June 30,
20202019
(in millions)
Balance—beginning of year$11  $12  
Payments (a)
(11) —  
Measurement adjustments—  (4) 
Accretion—   
Foreign exchange movements—  (1) 
Balance—end of year$—  $11  
________________________
(a)In July 2019, REA Group acquired the remaining 19.7% interest in Smartline Home Loans Pty Limited for approximately $11 million, increasing REA Group’s ownership to 100%.
Derivative Instruments
The Company is directly and indirectly affected by risks associated with changes in certain market conditions. When deemed appropriate, the Company uses derivative instruments to mitigate the potential impact of these market risks. The primary market risks managed by the Company through the use of derivative instruments include:
foreign currency exchange rate risk: arising primarily through Foxtel Debt Group borrowings denominated in U.S. dollars, payments for customer premise equipment and certain programming rights; and
interest rate risk: arising from fixed and floating rate Foxtel Debt Group borrowings.
The Company formally designates qualifying derivatives as hedge relationships (“hedges”) and applies hedge accounting when considered appropriate. For economic hedges where no hedge relationship has been designated, changes in fair value are included as a component of net income in each reporting period within Other, net in the Statements of Operations. The Company does not use derivative financial instruments for trading or speculative purposes.
Hedges are classified as current or non-current in the Balance Sheets based on their maturity dates. Refer to the table below for further details:
Fair value as of June 30,
Balance Sheet Location20202019
(in millions)
Foreign currency derivatives—cash flow hedges
Other current assets
$—  $ 
Cross-currency interest rate derivatives—fair value hedges
Other current assets
—   
Cross-currency interest rate derivatives—economic hedges
Other current assets
—  12  
Cross-currency interest rate derivatives—cash flow hedges
Other current assets
—  33  
Cross-currency interest rate derivatives—fair value hedges
Other non-current assets
24  21  
Cross-currency interest rate derivatives—cash flow hedges
Other non-current assets
98  83  
Foreign-currency derivatives—cash flow hedgesOther current liabilities(3) —  
Interest rate derivatives—cash flow hedges
Other current liabilities
—  (2) 
Interest rate derivatives—cash flow hedges
Other non-current liabilities
(16) (18) 
Cross-currency interest rate derivatives—cash flow hedges
Other non-current liabilities
(18) (18) 
Cash flow hedges
The Company utilizes a combination of foreign currency derivatives, interest rate derivatives and cross-currency interest rate derivatives to mitigate currency exchange and interest rate risk in relation to future interest and principal payments and payments for customer premise equipment.
The total notional value of foreign exchange contract derivatives designated for hedging was $53 million as of June 30, 2020. The maximum hedge term over which the Company is hedging exposure to foreign currency fluctuations is to February 2021. As of June 30, 2020, the Company estimates that approximately $2 million of net derivative losses related to its foreign exchange contract derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.
The total notional value of interest rate swap derivatives designated as cash flow hedges was approximately A$300 million as of June 30, 2020. The maximum hedge term over which the Company is hedging exposure to variability in interest payments is to September 2022. As of June 30, 2020, the Company estimates that approximately $3 million of net derivative gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.
The total notional value of cross-currency interest rate swaps that were designated as cash flow hedges was approximately $280 million as of June 30, 2020. The maximum hedge term over which the Company is hedging exposure to variability in interest payments is to July 2024. As of June 30, 2020, the Company estimates that approximately $2 million of net derivative gains related to its cross-currency interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.
The following table presents the impact that changes in the fair values of derivatives designated as cash flow hedges had on Accumulated other comprehensive loss and the Statements of Operations during the fiscal years ended June 30, 2020, 2019 and 2018.
Gain (loss) recognized in Accumulated Other Comprehensive Loss for the fiscal year ended June 30,Income statement location
202020192018
(in millions)
Derivative instruments designated as cash flow hedges:
Foreign currency derivatives—cash flow hedges
$(2) $ $ 
Operating expenses
Cross-currency interest rate derivatives—cash flow hedges
—    Interest expense, net
Interest rate derivatives—cash flow hedges
(7) (9) —  Interest expense, net
Total
$(9) $ $11  
(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the fiscal year ended June 30,Income statement location
202020192018
(in millions)
Derivative instruments designated as cash flow hedges:
Foreign currency derivatives—cash flow hedges
$(2) $(3) $ 
Operating expenses
Cross-currency interest rate derivatives—cash flow hedges
 (4) (9) Interest expense, net
Interest rate derivatives—cash flow hedges
(3)   Interest expense, net
Total
$(2) $ $(7) 
Upon adoption of ASU 2017-12, the Company reclassified $5 million in gains from Accumulated deficit to Accumulated other comprehensive loss related to amounts previously recorded for the ineffective portion of outstanding derivative instruments designated as cash flow hedges. During the fiscal year ended June 30, 2020, the Company excluded the currency basis from the changes in fair value of the derivative instruments from the assessment of hedge effectiveness.
Fair value hedges
The Company’s primary interest rate risk arises from its borrowings acquired as a part of the Transaction. Borrowings issued at fixed rates and in U.S. dollars expose the Company to fair value interest rate risk and currency exchange rate risk. The Company manages fair value interest rate risk and currency exchange rate risk through the use of cross-currency interest rate swaps under which the Company exchanges fixed interest payments equivalent to the interest payments on the U.S. dollar denominated debt for floating rate Australian dollar denominated interest payments. The changes in fair value of derivatives designated as fair value hedges and the offsetting changes in fair value of the hedged items are recognized in Other, net. During the fiscal year ended June 30, 2020, such adjustments increased the carrying value of borrowings by approximately $3 million.
The total notional value of the fair value hedges was approximately A$70 million as of June 30, 2020. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to July 2024.
During fiscal 2020, 2019 and 2018, the amount recognized in the Statements of Operations on derivative instruments designated as fair value hedges related to the ineffective portion was nil and the Company excluded the currency basis from the changes in fair value of the derivative instruments from the assessment of hedge effectiveness.
The following sets forth the effect of fair value hedging relationships on hedged items in the Balance Sheets as of June 30, 2020:
As of June 30, 2020
Borrowings:(in millions)
Carrying amount of hedged item$71  
Cumulative hedging adjustments included in the carrying amount$ 
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are remeasured at fair value on a recurring basis, the Company has certain assets, primarily goodwill, intangible assets, equity method investments and property, plant and equipment, that are not required to be remeasured to fair value at the end of each reporting period. On an ongoing basis, the Company monitors whether events occur or circumstances change that would more likely than not reduce the fair values of these assets below their carrying amounts. If the Company determines that these assets are impaired, the Company would write down these assets to fair value. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.
During the fourth quarter of fiscal 2020, the Company recognized non-cash impairment charges of $203 million related to fixed assets in the U.K. and Australia. See Note 7—Property, Plant and Equipment. The carrying values of property, plant and equipment subsequent to the impairment charges at the Australian and U.K. newspapers reporting units were $235 million and $207 million, respectively.
During the third quarter of fiscal 2020, the Company recognized non-cash impairment charges of $882 million and $49 million related to goodwill and indefinite-lived intangible assets, respectively, at its Foxtel reporting unit. The carrying value of goodwill at Foxtel decreased from $1,668 million to $786 million and the value of indefinite-lived intangible assets decreased from $189 million to $140 million. See Note 8—Goodwill and Other Intangible Assets.
During the first quarter of fiscal 2020, the Company recognized non-cash impairment charges of $122 million and $113 million related to goodwill and indefinite-lived intangible assets, respectively, at the News America Marketing reporting unit. The carrying value of goodwill at News America Marketing decreased from $122 million to nil and the value of indefinite-lived intangible assets decreased from $308 million to $195 million. See Note 8—Goodwill and Other Intangible Assets.
During the third quarter of fiscal 2018, the Company recognized a $957 million non-cash write-down of the carrying value of its investment in Foxtel from $1,588 million to $631 million. In the second quarter of fiscal 2018, the Company recognized non-cash write-downs of certain equity method investments of approximately $13 million. See Note 6—Investments.
During the third quarter of fiscal 2018, the Company recognized non-cash impairment charges of $120 million and $45 million to goodwill and intangible assets, respectively, at the News America Marketing reporting unit. The carrying value of goodwill decreased from $301 million to $181 million and the carrying value of intangible assets decreased from $391 million to $346 million. See Note 8—Goodwill and Other Intangible Assets.
During the third quarter of fiscal 2018, the Company recognized a $41 million non-cash impairment charge to goodwill at the FOX SPORTS Australia reporting unit. The carrying value of goodwill decreased from $490 million to $449 million. See Note 8—Goodwill and Other Intangible Assets.
Other Fair Value Measurements
As of June 30, 2020, the carrying value of the Company’s outstanding borrowings approximates the fair value. The U.S. private placement borrowings are classified as Level 2 and the remaining borrowings are classified as Level 3 in the fair value hierarchy.