XML 84 R17.htm IDEA: XBRL DOCUMENT v2.4.0.6
FINANCIAL INSTRUMENTS
12 Months Ended
Dec. 31, 2011
Financial Instruments [Abstract]  
Financial Instruments [Text Block]

Note 10. FINANCIAL INSTRUMENTS

 

Financial instruments include cash and cash equivalents, marketable securities, accounts receivable and payable, debt instruments and derivatives. Due to their short term maturity, the carrying amount of receivables and accounts payable approximate fair value.

 

BMS has exposure to market risk due to changes in currency exchange rates and interest rates. As a result, 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.

 

Counterparty credit risk is considered as part of the overall fair value measurement, as well as the effect of credit risk when derivatives are in a liability position. Counterparty credit risk is monitored on an ongoing basis and is 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. Under the terms of the agreements, posting of collateral is not required by any party whether derivatives are in an asset or liability position.

 

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

 

Level 1 inputs utilize non-binding quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. These instruments include U.S. treasury bills and U.S. government agency securities.

 

Level 2 inputs utilize observable prices for similar instruments, non-binding quoted prices for identical or similar instruments in markets that are not active, and other observable inputs that can be corroborated by market data for substantially the full term of the assets or liabilities. These instruments include corporate debt securities, commercial paper, Federal Deposit Insurance Corporation (FDIC) insured debt securities, certificates of deposit, money market funds, foreign currency forward contracts and interest rate swap contracts. Level 2 derivative instruments are valued using London Interbank Offered Rate (LIBOR) and Euro Interbank Offered Rate (EURIBOR) yield curves, less credit valuation adjustments, and observable forward foreign exchange rates at the reporting date. Valuations of derivative contracts may fluctuate considerably from period-to-period due to volatility in underlying foreign currencies and underlying interest rates, which are driven by market conditions and the duration of the contract. Credit adjustment volatility may have a significant impact on the valuation of interest rate swaps due to changes in the credit ratings and credit default swap spreads of BMS or its counterparties.

 

Level 3 unobservable inputs are used when little or no market data is available. Valuation models for the ARS and FRS portfolio are based on expected cash flow streams and collateral values including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. A majority of the ARS, which are private placement securities with long-term nominal maturities, were rated 'A' by Standard and Poor's as of December 31, 2011 and 2010, and primarily represent interests in insurance securitizations. The fair value was determined using internally developed valuations that were based in part on indicative bids received on the underlying assets of the securities and other evidence of fair value. Due to the current lack of an active market for FRS and the general lack of transparency into their underlying assets, other qualitative analysis is relied upon to value FRS including discussions with brokers and fund managers, default risk underlying the security and overall capital markets liquidity.

Available-For-Sale Securities and Cash Equivalents

 

The following table summarizes available-for-sale securities at December 31, 2011 and 2010:

       Unrealized  Unrealized         
       Gain in  Loss in         
    Amortized  Accumulated  Accumulated  Fair Fair Value
Dollars in Millions  Cost  OCI  OCI  Value  Level 1 Level 2 Level 3
December 31, 2011                     
Marketable Securities:                     
 Certificates of Deposit $ 1,051 $ - $ - $ 1,051 $ - $ 1,051 $ -
 Corporate Debt Securities   2,908   60   (3)   2,965   -   2,965   -
 Commercial Paper   1,035   -   -   1,035   -   1,035   -
 U.S. Treasury Bills   400   2   -   402   402   -   -
 FDIC Insured Debt Securities   302   1   -   303   -   303   -
 Auction Rate Securities (ARS)   80   12   -   92   -   -   92
 Floating Rate Securities (FRS)   21   -   (3)   18   -   -   18
 Total Marketable Securities $ 5,797 $ 75 $ (6) $ 5,866 $ 402 $ 5,354 $ 110
                       
December 31, 2010                     
Marketable Securities:                     
 Certificates of Deposit $ 1,209 $ - $ - $ 1,209 $ - $ 1,209 $ -
 Corporate Debt Securities   1,996   26   (10)   2,012   -   2,012   -
 Commercial Paper   482   -   -   482   -   482   -
 FDIC Insured Debt Securities   353   3   -   356   -   356   -
 U.S. Treasury Bills   400   4   -   404   404   -   -
 U.S. Government Agency Securities   375   1   -   376   376   -   -
 Auction Rate Securities (ARS)   80   11   -   91   -   -   91
 Floating Rate Securities (FRS)   21   -   (2)   19   -   -   19
 Total Marketable Securities $ 4,916 $ 45 $ (12) $ 4,949 $ 780 $ 4,059 $ 110

The following table summarizes the classification of available-for-sale securities in the consolidated balance sheet:

 December 31,
Dollars in Millions2011 2010
Current Marketable Securities$ 2,957 $ 2,268
Non-current Marketable Securities  2,909   2,681
Total Marketable Securities$ 5,866 $ 4,949

Money market funds and other securities aggregating $5,469 million and $4,332 million at December 31, 2011 and 2010, respectively, were included in cash and cash equivalents and valued using Level 2 inputs. Cash and cash equivalents maintained in foreign currencies were $508 million at December 31, 2011 and are subject to currency rate risk.

 

At December 31, 2011, $2,817 million of non-current available for sale corporate debt securities, U.S. treasury bills, FDIC insured debt securities and floating rate securities mature within five years. All auction rate securities mature beyond 10 years.

 

The following table summarizes the activity for financial assets utilizing Level 3 fair value measurements:

 2011 2010
Fair value at January 1 $ 110 $ 179
Settlements   -   (93)
Unrealized gains/(losses)   -   24
Fair value at December 31 $ 110 $ 110

Qualifying Hedges and Non-Qualifying Derivatives

 

The following summarizes the fair value of outstanding derivatives:

    December 31, 2011 December 31, 2010
      Fair Value   Fair Value
Dollars in MillionsBalance Sheet Location Notional (Level 2) Notional (Level 2)
Derivatives designated as hedging instruments:             
 Interest rate swap contracts Other assets $ 579 $ 135 $ 3,526  $ 234
 Foreign currency forward contracts Other assets   1,347   88   691    26
 Foreign currency forward contracts Accrued expenses   480   (29)   732    (48)

Cash Flow HedgesForeign currency forward contracts are primarily utilized to hedge forecasted intercompany inventory purchase transactions in certain foreign currencies. These forward contracts are designated as cash flow hedges with the effective portion of changes in fair value being temporarily reported in accumulated OCI and recognized in earnings when the hedged item affects earnings. As of December 31, 2011, significant outstanding foreign currency forward contracts were primarily attributed to Euro and Japanese yen foreign currency forward contracts in the notional amount of $946 million and $557 million, respectively.

The net gains on foreign currency forward contracts qualifying for cash flow hedge accounting are expected to be reclassified to cost of products sold within the next two years, including $46 million of pre-tax gains to be reclassified within the next 12 months. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring on the originally forecasted date, or 60 days thereafter, 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. Any ineffective portion of the change in fair value is included in current period earnings. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not significant during 2011, 2010 and 2009.

 

Net Investment Hedges − Non-U.S. dollar borrowings of €541 million ($707 million) are designated to hedge the foreign currency exposures of the net investment in certain foreign affiliates. These borrowings are designated as net investment hedges and recognized in long term debt. The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the foreign currency translation component of accumulated OCI with the related offset in long term debt.

 

Fair Value Hedges – Fixed-to-floating interest rate swap contracts are designated as fair value hedges and are used as part of an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The swaps and underlying debt for the benchmark risk being hedged are recorded at fair value. The effective interest rate paid on fixed-to-floating interest rate swaps is one-month LIBOR (0.295% as of December 31, 2011) plus an interest rate spread ranging from 1.3% to 2.9%. When the underlying swap is terminated prior to maturity, the fair value basis adjustment to the underlying debt instrument is amortized into earnings as a reduction to interest expense over the remaining life of the debt.

 

During 2010, fixed-to-floating interest rate swap contracts were executed to convert $332 million notional amount of 6.80% Debentures due 2026 and $147 million notional amount of 7.15% Debentures due 2023 from fixed rate debt to variable rate debt. During 2009, fixed-to-floating interest rate swap contracts were executed to convert $200 million notional amount of 5.45% Notes due 2018 and $597 notional amount of 5.25% Notes due 2013 from fixed rate debt to variable rate debt. These contracts qualified as a fair value hedge for each debt instrument.

 

During 2011, fixed-to-floating interest rate swap contracts of $1.6 billion notional amount and €1.0 billion notional amount were terminated generating total proceeds of $356 million (including accrued interest of $66 million). During 2010, fixed-to-floating interest rate swap contracts of $237 million notional amount and €500 million notional amount were terminated generating total proceeds of $116 million (including accrued interest of $18 million).

Non-Qualifying Foreign Exchange Contracts − Foreign currency forward contracts are used to offset exposure to foreign currency-denominated monetary assets, liabilities and earnings. The primary objective of these contracts is to protect the U.S. dollar value of foreign currency-denominated monetary assets, liabilities and earnings from the effects of volatility in foreign exchange rates that might occur prior to their receipt or settlement in U.S. dollars. These contracts are not designated as hedges and are adjusted to fair value through other (income)/expense as they occur, and substantially offset the change in fair value of the underlying foreign currency denominated monetary asset, liability or earnings. The effect of non-qualifying hedges on earnings was not significant for the years ended December 31, 2011, 2010, and 2009.

Short-Term Borrowings and Long-Term Debt

 

Short-term borrowings include:

  December 31,
Dollars in Millions2011 2010
Bank drafts$ 113 $ 100
Other short-term borrowings  2   17
Total$ 115 $ 117

Long-term debt includes:

  December 31,
Dollars in Millions2011 2010
Principal Value:     
 5.875% Notes due 2036$ 638 $ 709
 4.375% Euro Notes due 2016  652   656
 4.625% Euro Notes due 2021  652   656
 5.45% Notes due 2018  600   600
 5.25% Notes due 2013  597   597
 6.125% Notes due 2038  500   500
 6.80% Debentures due 2026  332   332
 7.15% Debentures due 2023  304   304
 6.88% Debentures due 2097  287   287
 0% - 5.75% Other - maturing 2023 - 2030  107   108
Subtotal  4,669   4,749
       
Adjustments to Principal Value:     
 Fair value of interest rate swaps  135   234
 Unamortized basis adjustment from swap terminations  594   369
 Unamortized bond discounts  (22)   (24)
Total$ 5,376 $ 5,328

Included in other debt is $50 million of Floating Rate Convertible Senior Debentures due 2023 which can be redeemed by the holders at par on September 15, 2013 and 2018, or if a fundamental change in ownership occurs. The Debentures are callable at par at any time by the Company. The Debentures have a current conversion price of $40.42, equal to a conversion rate of 24.7429 shares for each $1,000 principal amount, subject to certain anti-dilutive adjustments.

 

In February 2009, Mead Johnson entered into a three-year syndicated revolving credit facility agreement. In the fourth quarter of 2009, Mead Johnson borrowed $200 million under the revolving credit facility and issued various Notes totaling $1.5 billion, the proceeds of which were used to repay certain intercompany debt prior to the split-off.

 

The principal value of long-term debt obligations was $4,669 million at December 31, 2011 of which $597 million is due in 2013, $652 million is due in 2016, and the remaining $3,420 million due in 2017 or thereafter. The fair value of long-term debt was $6,406 million and $5,861 million at December 31, 2011 and 2010, respectively, and was estimated 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.

 

Debt repurchase activity was as follows:

Dollars in Millions2011 2010 2009
Principal amount$71 $750 $117
Repurchase price 78  855  132
Notional amount of interest rate swaps terminated 34  319  53
Swap termination proceeds 6  48  7
Total (gain)/loss (10)  6  (7)

Interest payments were $171 million in 2011, $178 in 2010 and $206 million in 2009 net of amounts related to interest rate swap contracts.

 

In September 2011, the Company replaced its $2.0 billion revolving credit facility with a new $1.5 billion five year revolving credit facility from a syndicate of lenders, which is extendable on any anniversary date with the consent of the lenders. There are no financial covenants under the new facility. There were no borrowings outstanding under either revolving credit facility at December 31, 2011 and 2010.

 

At December 31, 2011, $233 million of financial guarantees were provided in the form of stand-by letters of credit and performance bonds. The stand-by letters of credit are issued through financial institutions in support of guarantees made by BMS and its affiliates for various obligations. The performance bonds were 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. A significant majority of the outstanding financial guarantees will expire within the year and are not expected to be funded.