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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 2022
Fair Value Disclosures [Abstract]  
Financial Instruments and Fair Value Measurements FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
September 30, 2022December 31, 2021
Dollars in MillionsLevel 1Level 2Level 3Level 1Level 2Level 3
Cash and cash equivalents - money market and other securities$— $4,667 $— $— $12,225 $— 
Marketable debt securities:
Certificates of deposit— 1,080 — — 2,264 — 
Commercial paper— 168 — — 320 — 
Corporate debt securities— 45 — — 403 — 
Derivative assets— 1,058 — 206 12 
Equity investments426 493 — 1,910 109 — 
Derivative liabilities— 81 — — 25 — 
Contingent consideration liability:
Contingent value rights— — — — 
Other acquisition related contingent consideration— — 32 — — 35 

As further described in “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements” in the Company’s 2021 Form 10-K, the Company’s fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were not material as of September 30, 2022 and December 31, 2021. The restrictions will expire by April 2023.
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 and Equity Investments

The following table summarizes marketable debt securities:
September 30, 2022December 31, 2021
Dollars in MillionsAmortized CostGross UnrealizedAmortized CostGross Unrealized
GainsLossesFair ValueGainsLossesFair Value
Certificates of deposit$1,080 $— $— $1,080 $2,264 $— $— $2,264 
Commercial paper168 — — 168 320 — — 320 
Corporate debt securities45 — — 45 401 — 403 
Total marketable debt securities(a)
$1,293 $— $— $1,293 $2,985 $$— $2,987 
(a)    All marketable debt securities mature within one year as of September 30, 2022, and December 31, 2021.

The following summarizes the carrying amount of equity investments:
Dollars in MillionsSeptember 30,
2022
December 31,
2021
Equity investments with readily determinable fair values$919 $2,019 
Equity investments without readily determinable fair values505 283 
Limited partnerships and other equity method investments535 666 
Total equity investments$1,959 $2,968 

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in Millions2022202120222021
Equity investments with readily determined fair values(a)
Net loss/(gain) recognized$75 $22 $927 $(93)
Net (gain)/loss recognized on investments sold(1)(17)
Net unrealized loss/(gain) recognized on investments still held76 19 944 (98)
Equity investments without readily determinable fair values
Upward adjustments(64)(447)(70)(908)
Impairments and downward adjustments— — 
Cumulative upward adjustments(173)
Cumulative impairments and downward adjustments52 
Equity in net loss/(income) of affiliates(40)107 (214)
(a)    Certain prior year amounts have been reclassified to conform to the current year's presentation.

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) within the next 24 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro of $5.1 billion and Japanese yen of $1.4 billion as of September 30, 2022.
During the three months ended September 30, 2022, BMS entered into cross-currency interest rate swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in Accumulated other comprehensive loss and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency interest rate swap contracts was €575 million ($584 million) as of September 30, 2022.

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. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. 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.

Net Investment Hedges — Non-U.S. dollar borrowings of €375 million ($368 million) as of September 30, 2022, 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 $1.4 billion as of September 30, 2022, are designated to hedge certain currency exposures of BMS’s net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of Accumulated other comprehensive loss with a related offset in Other current and Other non-current assets or Other current and Other non-current liabilities. The notional amount of outstanding cross-currency interest rate swaps was primarily attributed to the Japanese yen of $686 million and euro of $584 million as of September 30, 2022.

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 (3.14% as of September 30, 2022) 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 table summarizes the fair value of outstanding derivatives:
 September 30, 2022December 31, 2021
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 $(19)$255 $10 $— $— 
Cross-currency interest rate swap contracts1,411 136 584 (43)600 26 — — 
Foreign currency forward contracts7,978 882 145 (8)3,587 161 1,814 (20)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts1,628 40 561 (11)883 568 (5)
Other— — — — 12 — — 
(a)    Included in Other current assets and Other non-current assets.
(b)    Included in Other current liabilities and Other non-current liabilities.
The following table summarizes the financial statement classification and amount of (gain)/loss recognized on hedging instruments:
Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Dollars in MillionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Interest rate swap contracts$— $(5)$— $(23)
Cross-currency interest rate swap contracts— 13 — 
Foreign currency forward contracts(195)(61)(408)(136)
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
Dollars in MillionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Interest rate swap contracts$— $(7)$— $(22)
Cross-currency interest rate swap contracts— (2)— (8)
Foreign currency forward contracts19 145 (14)

The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in Millions2022202120222021
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income(a)
$548 $93 $1,149 $314 
Reclassified to Cost of products sold(195)37 (408)126 
Cross-currency interest rate swap contracts gain/(loss):
Recognized in Other Comprehensive Income(43)— (43)— 
Reclassified to Other (income)/expense, net20 — 20 — 
Forward starting interest rate swap contract loss:
Reclassified to Other (income)/expense, net— — (3)— 
Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain:
Recognized in Other Comprehensive Income71 — 135 26 
Non-derivatives qualifying as net investment hedges
Non-U.S. dollar borrowings gain:
Recognized in Other Comprehensive Income40 20 123 45 
(a)    The majority is expected to be reclassified into earnings in the next 24 months.

Debt Obligations

Short-term debt obligations include:
Dollars in MillionsSeptember 30,
2022
December 31,
2021
Non-U.S. short-term borrowings$107 $105 
Current portion of long-term debt1,903 4,764 
Other122 79 
Total$2,132 $4,948 
Long-term debt and the current portion of long-term debt include:
Dollars in MillionsSeptember 30,
2022
December 31,
2021
Principal Value$38,137 $43,095 
Adjustments to Principal Value:
Fair value of interest rate swap contracts(19)10 
Unamortized basis adjustment from swap terminations101 119 
Unamortized bond discounts and issuance costs(290)(263)
Unamortized purchase price adjustments of Celgene debt940 1,408 
Total$38,869 $44,369 
Current portion of long-term debt$1,903 $4,764 
Long-term debt36,966 39,605 
Total$38,869 $44,369 

The fair value of long-term debt was $34.3 billion as of September 30, 2022 and $49.1 billion at December 31, 2021 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.

During the nine months ended September 30 2022, BMS purchased an aggregate principal amount of $6.0 billion of certain of its debt securities for $6.6 billion of cash in tender offers and “make whole” redemptions. In connection with these transactions, a $266 million net loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net.

During the nine months ended September 30, 2022, $4.75 billion of debt matured and was repaid including $1.5 billion 2.600% Notes, $500 million Floating Rate Notes, $750 million 2.000% Notes, $1.0 billion 3.250% Notes and $1.0 billion 3.550% Notes.

During the nine months ended September 30, 2022, we issued an aggregate principal amount of $6.0 billion of debt with net proceeds of $5.9 billion. The table below summarizes the issuances:

Dollars in Millions
Principal Value:
2.950% Notes due 2032
$1,750 
3.550% Notes due 2042
1,250 
3.700% Notes due 2052
2,000 
3.900% Notes due 2062
1,000 
Total$6,000 

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.

During the nine months ended September 30, 2021, BMS purchased an 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.

During the nine months ended September 30, 2021, $2.0 billion of debt matured and was repaid including $500 million 2.875% Notes, $1.0 billion 2.550% Notes and $500 million 2.250% Notes.

Interest payments were $1.1 billion and $1.2 billion for the nine months ended September 30, 2022 and 2021, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of 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.
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 our commercial paper borrowings. Concurrently with the entry into this facility, the commitments under our existing five-year $1.5 billion facilities were terminated and the three-year $1.0 billion facility and 364-day $2.0 billion facility expired in accordance with their terms in January 2022. No borrowings were outstanding under any revolving credit facility as of September 30, 2022 or December 31, 2021.