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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2019
Financial Instruments [Abstract]  
Financial Instruments [Text Block] FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial instruments include cash and cash equivalents, marketable securities, accounts receivable and payable, debt instruments and derivatives.

Changes in exchange rates and interest rates create exposure to market risk. Certain derivative financial instruments are used when available on a cost-effective basis to hedge the underlying economic exposure. These instruments qualify as cash flow, net investment and fair value hedges upon meeting certain criteria, including effectiveness of offsetting hedged exposures. Changes in fair value of derivatives that do not qualify for hedge accounting are recognized in earnings as they occur. Derivative financial instruments are not used for trading purposes.

Financial instruments are subject to counterparty credit risk which is considered as part of the overall fair value measurement. Counterparty credit risk is monitored on an ongoing basis and mitigated by limiting amounts outstanding with any individual counterparty, utilizing conventional derivative financial instruments and only entering into agreements with counterparties that meet high credit quality standards. The consolidated financial statements would not be materially impacted if any counterparty failed to perform according to the terms of its agreement. Collateral is not required by any party whether derivatives are in an asset or liability position under the terms of the agreements.

Fair Value Measurements — The fair value of financial instruments are classified into one of the following categories:

Level 1 inputs utilize unadjusted quoted prices in active markets accessible at the measurement date for identical assets or liabilities. The fair value hierarchy provides the highest priority to Level 1 inputs.

Level 2 inputs utilize observable prices for similar instruments and quoted prices for identical or similar instruments in non-active markets. Additionally, certain corporate debt securities utilize a third-party matrix pricing model using significant inputs corroborated by market data for substantially the full term of the assets. Equity and fixed income funds are primarily invested in publicly traded securities valued at the respective NAV of the underlying investments. Level 2 derivative instruments are valued using LIBOR yield curves, less credit valuation adjustments, and observable forward foreign exchange rates at the reporting date. Valuations of derivative contracts may fluctuate considerably from volatility in underlying foreign currencies and underlying interest rates driven by market conditions and the duration of the contract.

Level 3 unobservable inputs are used when little or no market data is available. Level 3 financial liabilities consist of other acquisition related contingent consideration and success payments related to undeveloped product rights resulting from the Celgene acquisition.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
 
December 31, 2019
 
December 31, 2018
Dollars in Millions
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
Cash and cash equivalents - Money market and other securities
$

 
$
10,448

 
$

 
$

 
$
6,173

Marketable debt securities:
 
 
 
 
 
 
 
 
 
Certificates of deposit

 
1,227

 

 

 
971

Commercial paper

 
1,093

 

 

 
273

Corporate debt securities

 
1,494

 

 

 
2,379

Derivative assets

 
140

 

 

 
44

Equity investments
2,020

 
175

 

 
88

 
391

Derivative liabilities

 
(40
)
 

 

 
(31
)
Contingent consideration liability:
 
 
 
 
 
 
 
 
 
Contingent value rights
2,275

 

 

 

 

Other acquisition related contingent consideration

 

 
106

 

 



Contingent consideration obligations are recorded at their estimated fair values and BMS revalues these obligations each reporting period until the related contingencies are resolved. The contingent value rights are adjusted to fair value using the traded price of the securities at the end of each reporting period. The fair value measurements for other contingent consideration liabilities are estimated using probability-weighted discounted cash flow approaches that are based on significant unobservable inputs related to product candidates acquired in business combinations and are reviewed quarterly. These inputs include, as applicable, estimated probabilities and timing of achieving specified development and regulatory milestones, estimated annual sales and the discount rate used to calculate the present value of estimated future payments. Significant changes which increase or decrease the probabilities of achieving the related development and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated annual sales would result in corresponding increases or decreases in the fair values of these obligations. The fair value of our contingent consideration as of December 31, 2019 was calculated using the following significant unobservable inputs:
 
Ranges (weighted average) utilized as of:
Inputs
December 31, 2019
Discount rate
2.2% to 3.2% (2.6%)
Probability of payment
0% to 68% (4.1%)
Projected year of payment for development and regulatory milestones
2020 to 2029 (2024)
Projected year of payment for sales-based milestones and other amounts calculated as a percentage of annual sales
N/A


There were no transfers between levels 1, 2 and 3 during the year ended December 31, 2019. The following table represents a roll-forward of the fair value of level 3 instruments:
Dollars in Millions
Year Ended December 31, 2019
Fair value as of January 1
$

Celgene acquisition
106

Fair value as of December 31
$
106


Available-for-sale Debt Securities and Equity Investments

Changes in fair value of equity investments are included in Other (income)/expense, net. The following table summarizes BMS's available-for-sale debt securities and equity investments:
 
December 31, 2019
 
December 31, 2018
Dollars in Millions
Amortized
Cost
 
Gross Unrealized
 
Fair Value
 
Amortized
Cost
 
Gross Unrealized
 
Fair Value
Gains
 
Losses
Gains
 
Losses
Certificates of deposit
$
1,227

 
$

 
$

 
$
1,227

 
$
971

 
$

 
$

 
$
971

Commercial paper
1,093

 

 

 
1,093

 
273

 

 

 
273

Corporate debt securities
1,487

 
8

 
(1
)
 
1,494

 
2,416

 

 
(37
)
 
2,379

 
$
3,807

 
$
8

 
$
(1
)
 
3,814

 
$
3,660

 
$

 
$
(37
)
 
3,623

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity investments
 
 
 
 
 
2,195

 
 
 
 
 
 
 
479

Total
 
 
 
 
 
 
$
6,009

 
 
 
 
 
 
 
$
4,102


 
December 31,
Dollars in Millions
2019
 
2018
Marketable debt securities - current
$
3,047

 
$
1,848

Other current assets

 
125

Marketable debt securities - non-current(a)
767

 
1,775

Other non-current assets
2,195

 
354

Total
$
6,009

 
$
4,102

(a)
All non-current marketable debt securities mature within five years as of December 31, 2019 and December 31, 2018.

Equity investments not measured at fair value and excluded from the above table were limited partnerships and other equity method investments of $429 million at December 31, 2019 and $114 million at December 31, 2018 and other equity investments without readily determinable fair values of $781 million at December 31, 2019 and $206 million at December 31, 2018. These amounts are included in Other non-current assets.

The following table summarizes net gain/(loss) recorded for equity investments with readily determinable fair values held as of December 31, 2019:
 
Year Ended December 31,
Dollars in Millions
2019
 
2018
Net gain/(loss) recognized
$
170

 
$
(530
)
Less: Net gain recognized for equity investments sold
14

 
7

Net unrealized gain/(loss) on equity investments held
$
156

 
$
(537
)


Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges — Foreign currency forward contracts are used to hedge certain forecasted intercompany inventory purchases and sales transactions and certain foreign currency transactions. The fair value for contracts designated as cash flow hedges is temporarily reported in Accumulated other comprehensive loss and included in earnings when the hedged item affects earnings. Upon adoption of the amended guidance for derivatives and hedging, the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the derivatives qualifying as cash flow hedges component of Other Comprehensive Income/(Loss). The net gain or loss on foreign currency forward contracts is expected to be reclassified to net earnings (primarily included in Cost of products sold and Other (income)/expense, net) within the next 12 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro of $1.8 billion and Japanese yen of $911 million at December 31, 2019.

The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not significant during all periods presented. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. Foreign currency forward contracts not designated as hedging instruments are used to offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.

BMS may hedge a portion of its future foreign currency exposure by utilizing a strategy that involves both a purchased local currency put option and a written local currency call option that are accounted for as hedges of future sales denominated in that local currency. Specifically, BMS sells (or writes) a local currency call option and purchases a local currency put option with the same expiration dates and local currency notional amounts but with different strike prices. The premium collected from the sale of the call option is equal to the premium paid for the purchased put option, resulting in no net premium being paid. This combination of transactions is generally referred to as a “zero-cost collar.” The expiration dates and notional amounts correspond to the amount and timing of forecasted foreign currency sales. The foreign currency zero-cost collar contracts outstanding as of December 31, 2019 had settlement dates within 12 months. If the U.S. Dollar weakens relative to the currency of the hedged anticipated sales, the purchased put option value reduces to zero and we benefit from the increase in the U.S. Dollar equivalent value of our anticipated foreign currency cash flows; however, this benefit would be capped at the strike level of the written call, which forms the upper end of the collar.

Net Investment Hedges — Non-U.S. dollar borrowings of €950 million ($1.1 billion) at December 31, 2019 are designated as net investment hedges to hedge euro currency exposures of the net investment in certain foreign affiliates and are recognized in long-term debt. The effective portion of foreign exchange gain on the remeasurement of euro debt was included in the foreign currency translation component of Accumulated other comprehensive loss with the related offset in long-term debt.

In January 2018, $300 million of cross-currency interest rate swap contracts maturing in December 2022 were entered into and designated to hedge Japanese yen currency exposures of BMS's net investment in its Japan subsidiary. Contract fair value changes are recorded in the foreign currency translation component of Other Comprehensive Income/(Loss) with a related offset in Other non-current assets or Other non-current liabilities.

Fair Value Hedges — Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR (1.8% as of December 31, 2019) plus an interest rate spread of 4.6%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. When the underlying swap is terminated prior to maturity, the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

Following the announcement of the Celgene acquisition, forward starting interest rate swap option contracts were entered into with a total notional value of $7.6 billion to hedge future interest rate risk associated with the anticipated issuance of long-term debt to fund the acquisition. In April 2019, deal contingent forward starting interest rate swap contracts were entered into, with an aggregate notional principal amount of $10.4 billion to hedge interest rate risk associated with the anticipated issuance of long-term debt to fund the acquisition and the forward starting interest rate swap option contracts were terminated. The deal contingent forward starting interest rate swap contracts were terminated upon the completion of the Celgene acquisition.

The following summarizes the fair value of outstanding derivatives:
 
December 31, 2019
 
December 31, 2018
 
Asset(a)
 
Liability(b)
 
Asset(a)
 
Liability(b)
Dollars in Millions
Notional
 
Fair Value
 
Notional
 
Fair Value
 
Notional
 
Fair Value
 
Notional
 
Fair Value
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap contracts
$
255

 
$
6

 
$

 
$

 
$

 
$

 
$
755

 
$
(10
)
Cross-currency interest rate swap contracts
175

 
2

 
125

 
(1
)
 
50

 

 
250

 
(5
)
Foreign currency forward contracts
766

 
27

 
980

 
(20
)
 
1,503

 
44

 
496

 
(10
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
2,342

 
91

 
1,173

 
(10
)
 
54

 

 
600

 
(6
)
Foreign currency zero-cost collar contracts
2,482

 
14

 
2,235

 
(9
)
 

 

 

 


(a)
Included in Other current assets and Other non-current assets.
(b)
Included in Other current liabilities and Other non-current liabilities.

The following table summarizes the financial statement classification and amount of (gain)/loss recognized on hedging instruments:
 
Year Ended December 31,
 
2019
 
2018
 
2017
Dollars in Millions
Cost of products sold
 
Other (income)/expense, net
 
Cost of products sold
 
Other (income)/expense, net
 
Cost of products sold
 
Other (income)/expense, net
Interest rate swap contracts
$

 
$
(24
)
 
$

 
$
(23
)
 
$

 
$
(31
)
Cross-currency interest rate swap contracts

 
(9
)
 

 
(8
)
 

 

Foreign currency forward contracts
(103
)
 
11

 
(4
)
 
(14
)
 
(12
)
 
52

Forward starting interest rate swap option contracts

 
35

 

 

 

 

Deal contingent forward starting interest rate swap contracts

 
240

 

 

 

 

Foreign currency zero-cost collar contracts

 
2

 

 

 

 



The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss):
 
Year Ended December 31,
Dollars in Millions
2019
 
2018
 
2017
Derivatives qualifying as cash flow hedges
 
 
 
 
 
Foreign currency forward contracts gain/(loss):
 
 
 
 
 
Recognized in Other Comprehensive Income/(Loss)(a)
$
65

 
$
86

 
$
(108
)
Reclassified to Cost of products sold
(103
)
 
(4
)
 
(12
)
Reclassified to Other (income)/expense, net

 

 
36

 
 
 
 
 
 
Derivatives qualifying as net investment hedges
 
 
 
 
 
Cross-currency interest rate swap contracts gain/(loss):
 
 
 
 
 
Recognized in Other Comprehensive Income/(Loss)
6

 
(5
)
 

 
 
 
 
 
 
Non-derivatives qualifying as net investment hedges
 
 
 
 
 
Non U.S. dollar borrowings gain/(loss):
 
 
 
 
 
Recognized in Other Comprehensive Income/(Loss)
29

 
45

 
(134
)
(a)
The amount is expected to be reclassified into earnings in the next 12 months.

Debt Obligations

In 2019, BMS issued an aggregate principal amount of approximately $19.0 billion of floating rate and fixed rate unsecured senior notes with proceeds net of discount and deferred loan issuance costs of $18.8 billion. The notes rank equally in right of payment with all of BMS's existing and future senior unsecured indebtedness and the fixed rate notes are redeemable at any time, in whole, or in part, at varying specified redemption prices plus accrued and unpaid interest.

In 2017, BMS issued an aggregate principal amount of $1.5 billion of senior unsecured notes in registered public offerings with proceeds net of discount and deferred loan issuance costs of $1.5 billion. The notes rank equally in right of payment with all of BMS's existing and future senior unsecured indebtedness and are redeemable at any time, in whole, or in part, at varying specified redemption prices plus accrued and unpaid interest.

In connection with the Celgene acquisition, BMS commenced offers to exchange outstanding notes issued by Celgene of approximately $19.9 billion for a like-amount of new notes to be issued by BMS (the “exchange offers”). This exchange transaction was accounted for as a modification of the assumed debt instruments. Following the settlement of the exchange offers, BMS issued approximately $18.5 billion of new notes in exchange for the Celgene notes tendered in the exchange offers. The aggregate principal amount of Celgene notes that remained outstanding following the settlement of the exchange offers was approximately $1.3 billion.

The fair value of long-term debt was $50.7 billion and $7.1 billion at December 31, 2019 and 2018, respectively, valued using Level 2 inputs which are based upon the quoted market prices for the same or similar debt instruments. The fair value of short-term borrowings approximates the carrying value due to the short maturities of the debt instruments.

Repayment of Notes at maturity aggregated $1.3 billion in 2019 and $750 million in 2017.
Interest payments were $414 million in 2019, $218 million in 2018 and $221 million in 2017.

At December 31, 2019, BMS had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility that was renewed to January 2021, a $1.0 billion facility expiring in January 2022, and two five-year $1.5 billion facilities that were extended to September 2023 and July 2024, respectively. The facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for BMS's commercial paper borrowings. BMS's $1.0 billion facility and its two $1.5 billion revolving facilities are extendable annually by one year on the anniversary date with the consent of the lenders. BMS's 364-day $2.0 billion facility can be renewed for one year on each anniversary date, subject to certain terms and conditions. No borrowings were outstanding under any revolving credit facility at December 31, 2019 or 2018.

BMS also entered into an $8.0 billion term loan credit agreement consisting of a $1.0 billion 364-day tranche, a $4.0 billion three-year tranche and a $3.0 billion five-year tranche in connection with the Celgene acquisition. The term loan is subject to customary terms and conditions and does not have any financial covenants. The proceeds under the term loan were used to fund a portion of the cash to be paid in the Celgene acquisition and the payment of related fees and expenses. Subsequent to the completion of the acquisition, BMS repaid the term loan in its entirety using cash proceeds generated from the Otezla* divestiture. Refer to “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for more information.

Available financial guarantees provided in the form of bank overdraft facilities, stand-by letters of credit and performance bonds were approximately $850 million at December 31, 2019. Stand-by letters of credit are issued through financial institutions in support of guarantees for various obligations. Performance bonds are issued to support a range of ongoing operating activities, including sale of products to hospitals and foreign ministries of health, bonds for customs, duties and value added tax and guarantees related to miscellaneous legal actions.

Short-term debt obligations include:
 
December 31,
Dollars in Millions
2019
 
2018
Non-U.S. short-term borrowings
$
351

 
$
320

Current portion of long-term debt
2,763

 
1,249

Other
232

 
134

Total
$
3,346

 
$
1,703



Long-term debt and the current portion of long-term debt includes:
 
December 31,
Dollars in Millions
2019
 
2018
Principal Value:
 
 
 
1.600% Notes due 2019
$

 
$
750

1.750% Notes due 2019

 
500

Floating Rate Notes due 2020
750

 

2.875% Notes due 2020
1,500

 

3.950% Notes due 2020
500

 

2.250% Notes due 2021
500

 

2.550% Notes due 2021
1,000

 

2.875% Notes due 2021
500

 

Floating Rate Notes due 2022
500

 

2.000% Notes due 2022
750

 
750

2.600% Notes due 2022
1,500

 

3.250% Notes due 2022
1,000

 

3.550% Notes due 2022
1,000

 

2.750% Notes due 2023
750

 

3.250% Notes due 2023
500

 
500

3.250% Notes due 2023
1,000

 

4.000% Notes due 2023
700

 

7.150% Notes due 2023
302

 
302

2.900% Notes due 2024
3,250

 

3.625% Notes due 2024
1,000

 

1.000% Euro Notes due 2025
638

 
655

3.875% Notes due 2025
2,500

 

3.200% Notes due 2026
2,250

 

6.800% Notes due 2026
256

 
256

3.250% Notes due 2027
750

 
750

3.450% Notes due 2027
1,000

 

3.900% Notes due 2028
1,500

 

3.400% Notes due 2029
4,000

 

1.750% Euro Notes due 2035
638

 
655

5.875% Notes due 2036
287

 
287

6.125% Notes due 2038
226

 
226

4.125% Notes due 2039
2,000

 

5.700% Notes due 2040
250

 

3.250% Notes due 2042
500

 
500

5.250% Notes due 2043
400

 

4.500% Notes due 2044
500

 
500

4.625% Notes due 2044
1,000

 

5.000% Notes due 2045
2,000

 

4.350% Notes due 2047
1,250

 

4.550% Notes due 2048
1,500

 

4.250% Notes due 2049
3,750

 

6.875% Notes due 2097
87

 
87

0.13% - 5.75% Other - maturing through 2024
51

 
58

Total
$
44,335

 
$
6,776


 
December 31,
Dollars in Millions
2019
 
2018
Principal Value
$
44,335

 
$
6,776

 
 
 
 
Adjustments to Principal Value:
 
 
 
Fair value of interest rate swap contracts
6

 
(10
)
Unamortized basis adjustment from swap terminations
175

 
201

Unamortized bond discounts and issuance costs
(280
)
 
(72
)
Unamortized purchase price adjustments of Celgene debt
1,914

 

Total
$
46,150

 
$
6,895

 
 
 
 
Current portion of long-term debt
2,763

 
1,249

Long-term debt
43,387

 
5,646

Total
$
46,150

 
$
6,895