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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Financial Instruments and Fair Value Measurements 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.

There were no transfers between levels 1, 2 and 3 during the year ended December 31, 2021.
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
December 31, 2021December 31, 2020
Dollars in MillionsLevel 1Level 2Level 3Level 1Level 2Level 3
Cash and cash equivalents - money market and other securities$— $12,225 $— $— $12,361 $— 
Marketable debt securities:
Certificates of deposit— 2,264 — — 1,020 — 
Commercial paper— 320 — — — — 
Corporate debt securities— 403 — — 698 — 
Derivative assets— 206 12 — 42 27 
Equity investments1,910 109 — 3,314 138 — 
Derivative liabilities— 25 — — 270 — 
Contingent consideration liability:
Contingent value rights— — 530 — — 
Other acquisition related contingent consideration— — 35 — — 78 

Contingent consideration obligations are recorded at their estimated fair values and these obligations are revalued 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 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 or shorten or lengthen the time required to achieve such events would result in corresponding increases or decreases in the fair values of these obligations.

Marketable Debt Securities

The following table summarizes marketable debt securities:
December 31, 2021December 31, 2020
Dollars in MillionsAmortized
Cost
Gross UnrealizedFair ValueAmortized
Cost
Gross UnrealizedFair Value
GainsLossesGainsLosses
Certificates of deposit$2,264 $— $— $2,264 $1,020 $— $— $1,020 
Commercial paper320 — — 320 — — — — 
Corporate debt securities401 — 403 684 14 — 698 
Total marketable debt securities(a)
$2,985 $$— 2,987 $1,704 $14 $— 1,718 
(a)    All marketable debt securities mature within two years as of December 31, 2021 and 2020.

Equity Investments

The following summarizes the carrying amount of equity investments at December 31, 2021 and 2020:
Dollars in Millions20212020
Equity investments with readily determinable fair values$2,019 $3,452 
Equity investments without readily determinable fair values283 694 
Limited partnerships and other equity method investments666 549 
Total equity investments$2,968 $4,695 
The following summarizes the activity related to equity investments. Equity investment (gains)/loss are included in Other (income)/expense, net.
Dollars in Millions202120202019
Equity investments with readily determined fair values(a)
Net loss/(gain) recognized$403 $(964)$(170)
Net loss/(gain) recognized on investments sold(357)12 (14)
Net unrealized loss/(gain) recognized on investments still held760 (976)(156)
Equity investments without readily determinable fair values
Upward adjustments(918)(388)(58)
Impairments and downward adjustments204 27 
Cumulative upward adjustments(103)
Cumulative impairments and downward adjustments 78 
Equity in net (income)/loss of affiliates(b)
(231)(72)85 
(a) Certain prior year amounts have been reclassified to conform to the current year's presentation.
(b) A termination fee related to our Europe and Asia partnership with Sanofi of $80 million was included in 2019.

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. 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 $3.5 billion and Japanese yen of $1.2 billion at December 31, 2021.

The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material 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. If the U.S. dollar weakens relative to the currency of the hedged anticipated sales, the purchased put option value reduces to zero and BMS benefits 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.

In 2020, Treasury lock hedge contracts were entered into with a total notional value of $2.1 billion to hedge future interest rate risk associated with the anticipated issuance of long-term debt to fund the MyoKardia acquisition. The Treasury lock contracts were terminated upon the issuance of the 2020 unsecured senior notes and the $51 million proceeds were included in Other Comprehensive Income/(Loss).

Net Investment Hedges — Non-U.S. dollar borrowings of €950 million ($1.1 billion) at December 31, 2021 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.
Cross-currency interest rate swap contracts of $600 million at December 31, 2021 are designated to hedge Japanese yen currency exposure of BMS’s net investment in its Japan subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of Accumulated other comprehensive 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 (0.10% as of December 31, 2021) 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. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

The following summarizes the fair value of outstanding derivatives:
 December 31, 2021December 31, 2020
Asset(a)
Liability(b)
Asset(a)
Liability(b)
Dollars in MillionsNotionalFair ValueNotionalFair ValueNotionalFair ValueNotionalFair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts$255 $10 $— $— $255 $24 $— $— 
Cross-currency interest rate swap contracts600 26 — — — — 400 (10)
Foreign currency forward contracts3,587 161 1,814 (20)231 5,813 (259)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts883 568 (5)1,104 17 336 (1)
Other— 12 — — — 27 — — 
(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,
202120202019
Dollars in MillionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Interest rate swap contracts$— $(31)$— $(29)$— $(24)
Cross-currency interest rate swap contracts— (11)— (10)— (9)
Foreign currency forward contracts96 (21)(18)(23)(103)11 
Forward starting interest rate swap option contracts— — — — — 35 
Deal contingent forward starting interest rate swap contracts— — — — — 240 
Foreign currency zero-cost collar contracts— — — — — 
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 Millions202120202019
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)(a)
$364 $(267)$65 
Reclassified to Cost of products sold96 (54)(103)
Treasury lock hedge contracts gain:
Recognized in Other Comprehensive Income/(Loss)— 51 — 
Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)38 (11)
Non-derivatives qualifying as net investment hedges
Non U.S. dollar borrowings gain/(loss):
Recognized in Other Comprehensive Income/(Loss)83 (105)29 
(a)    The majority is expected to be reclassified into earnings in the next 12 months.

Debt Obligations

Short-term debt obligations include:
December 31,
Dollars in Millions20212020
Non-U.S. short-term borrowings$105 $176 
Current portion of long-term debt4,764 2,000 
Other79 164 
Total$4,948 $2,340 
Long-term debt and the current portion of long-term debt includes:
 December 31,
Dollars in Millions20212020
Principal Value:
2.250% Notes due 2021— 500 
2.550% Notes due 2021— 1,000 
2.875% Notes due 2021— 500 
Floating Rate Notes due 2022500 500 
2.000% Notes due 2022750 750 
2.600% Notes due 20221,500 1,500 
3.250% Notes due 20221,000 1,000 
3.550% Notes due 20221,000 1,000 
0.537% Notes due 20231,500 1,500 
2.750% Notes due 2023750 750 
3.250% Notes due 2023500 500 
3.250% Notes due 2023890 1,000 
4.000% Notes due 2023— 700 
7.150% Notes due 2023239 302 
2.900% Notes due 20242,478 3,250 
3.625% Notes due 2024395 1,000 
0.750% Notes due 20251,000 1,000 
1.000% Euro Notes due 2025651 701 
3.875% Notes due 20251,925 2,500 
3.200% Notes due 20262,250 2,250 
6.800% Notes due 2026256 256 
1.125% Notes due 20271,000 1,000 
3.250% Notes due 2027750 750 
3.450% Notes due 20271,000 1,000 
3.900% Notes due 20281,500 1,500 
3.400% Notes due 20294,000 4,000 
1.450% Notes due 20301,250 1,250 
1.750% Euro Notes due 2035651 701 
5.875% Notes due 2036279 287 
6.125% Notes due 2038219 226 
4.125% Notes due 20392,000 2,000 
2.350% Notes due 2040750 750 
5.700% Notes due 2040193 250 
3.250% Notes due 2042500 500 
5.250% Notes due 2043280 400 
4.500% Notes due 2044500 500 
4.625% Notes due 2044748 1,000 
5.000% Notes due 20451,768 2,000 
4.350% Notes due 20471,250 1,250 
4.550% Notes due 20481,486 1,500 
4.250% Notes due 20493,750 3,750 
2.550% Notes due 20501,500 1,500 
6.875% Notes due 209786 87 
0.13% - 5.75% Other - maturing through 202451 51 
Total$43,095 $48,711 
 December 31,
Dollars in Millions20212020
Principal Value$43,095 $48,711 
Adjustments to Principal Value:
Fair value of interest rate swap contracts10 24 
Unamortized basis adjustment from swap terminations119 149 
Unamortized bond discounts and issuance costs(263)(303)
Unamortized purchase price adjustments of Celgene debt1,408 1,755 
Total$44,369 $50,336 
Current portion of long-term debt4,764 2,000 
Long-term debt39,605 48,336 
Total$44,369 $50,336 

The fair value of long-term debt was $49.1 billion and $58.5 billion at December 31, 2021 and 2020, 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.

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 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.

In 2019, BMS 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 was subject to customary terms and conditions and did 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.

In 2020, BMS issued an aggregate principal amount of $7.0 billion of fixed rate unsecured senior notes with proceeds net of discount and deferred loan issuance costs of $6.9 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 2021, BMS purchased aggregate principal amount of $3.5 billion of certain of its debt securities for approximately $4.0 billion of cash in a series of tender offers and “make whole” redemptions. In connection with these transactions, a $281 million loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net.

Repayment of Notes at maturity aggregated $2.0 billion in 2021, $2.8 billion in 2020 and $1.3 billion in 2019. Interest payments were $1.5 billion in 2021, $1.6 billion in 2020 and $414 million in 2019.

The aggregate maturities of long-term debt and interest for each of the next five years are as follows: $6.1 billion in 2022; $5.1 billion in 2023; $4.1 billion in 2024; $4.7 billion in 2025; $3.5 billion in 2026.

At December 31, 2021, BMS had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility which expired in January 2022, a three-year $1.0 billion facility which expired in January 2022 and two five-year $1.5 billion facilities that were extended to September 2025 and July 2026, respectively. No borrowings were outstanding under any revolving credit facility at December 31, 2021 or 2020.
In January 2022, BMS entered into a five-year $5.0 billion facility expiring in January 2027, which is extendable annually by one year with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for BMS’s commercial paper borrowings. Concurrently with the entry into this facility, the commitments under BMS’s existing five-year $1.5 billion facilities were terminated.

Available financial guarantees provided in the form of bank overdraft facilities, stand-by letters of credit and performance bonds were approximately $1.2 billion at December 31, 2021. Stand-by letters of credit and guarantees are issued through financial institutions in support of various obligations, including sale of products to hospitals and foreign ministries of health, bonds for customs, and duties and value added tax.