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Fair Value Measurements

3 Months Ended

Mar. 29, 2020

FAIR VALUE MEASUREMENTS

The Company uses forward foreign exchange contracts to manage its exposure to the variability of cash flows, primarily related to the foreign exchange rate changes of future intercompany product and third-party purchases of materials denominated in a foreign currency. The Company uses cross currency interest rate swaps to manage currency risk primarily related to borrowings.

Both types of derivatives are designated as cash flow hedges.

Additionally, the Company uses interest rate swaps as an instrument to manage interest rate risk related to fixed rate borrowings. These derivatives are designated as fair value hedges. The Company uses cross currency interest rate swaps and forward foreign exchange contracts designated as net investment hedges. Additionally, the Company uses forward foreign exchange contracts to offset its exposure to certain foreign currency assets and liabilities. These forward foreign exchange contracts are not designated as hedges, and therefore, changes in the fair values of these derivatives are recognized in earnings, thereby offsetting the current earnings effect of the related foreign currency assets and liabilities.

The Company does not enter into derivative financial instruments for trading or speculative purposes, or that contain credit risk related contingent features. The Company maintains credit support agreements (CSA) with certain derivative counterparties establishing collateral thresholds based on respective credit ratings and netting agreements. As of March 29, 2020, the total amount of cash collateral held by the Company under the credit support agreements (CSA) amounted to $2.0 billion, net. On an ongoing basis, the Company monitors counter-party credit ratings. The Company considers credit non-performance risk to be low, because the Company primarily enters into agreements with commercial institutions that have at least an investment grade credit rating. Refer to the table on significant financial assets and liabilities measured at fair value contained in this footnote for receivables and payables with these commercial institutions. As of March 29, 2020, the Company had notional amounts outstanding for forward foreign exchange contracts, and cross currency interest rate swaps of $44.0 billion, and $20.1 billion respectively. As of December 29, 2019, the Company had notional amounts outstanding for forward foreign exchange contracts, and cross currency interest rate swaps of $45.3 billion and $20.1 billion respectively.

All derivative instruments are recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if so, the type of hedge transaction.

The designation as a cash flow hedge is made at the entrance date of the derivative contract. At inception, all derivatives are expected to be highly effective. Foreign exchange contracts designated as cash flow hedges are accounted for under the forward method and all gains/losses associated with these contracts will be recognized in the income statement when the hedged item impacts earnings. Changes in the fair value of these derivatives are recorded in accumulated other comprehensive income until the underlying transaction affects earnings and are then reclassified to earnings in the same account as the hedged transaction.

Gains and losses associated with interest rate swaps and changes in fair value of hedged debt attributable to changes in interest rates are recorded to interest expense in the period in which they occur. Gains and losses on net investment hedges are accounted for through the currency translation account within accumulated other comprehensive income. The portion excluded from effectiveness testing is recorded through interest (income) expense using the spot method. On an ongoing basis, the Company assesses whether each derivative continues to be highly effective in offsetting changes of hedged items. If and when a derivative is no longer expected to be highly effective, hedge accounting is discontinued.

The Company designated its Euro denominated notes issued in May 2016 with due dates ranging from 2022 to 2035 as a net investment hedge of the Company's investments in certain of its international subsidiaries that use the Euro as their functional currency in order to reduce the volatility caused by changes in exchange rates.

As of March 29, 2020, the balance of deferred net gain on derivatives included in accumulated other comprehensive income was $675 million after-tax. For additional information, see the Consolidated Statements of Comprehensive Income and Note 7. The Company expects that substantially all of the amounts related to forward foreign exchange contracts will be reclassified into earnings over the next 12 months as a result of transactions that are expected to occur over that period. The maximum length of

time over which the Company is hedging transaction exposure is 18 months, excluding interest rate contracts, net investment hedges and equity collar contracts. The amount ultimately realized in earnings may differ as foreign exchange rates change. Realized gains and losses are ultimately determined by actual exchange rates at maturity of the derivative.

The following table is a summary of the activity related to derivatives and hedges for the fiscal first quarters ended in 2020 and 2019, net of tax:



	March 29, 2020									March 31, 2019
(Dollars in Millions)	Sales		Cost of Products Sold		R&D Expense		Interest (Income) Expense	Other (Income) Expense		Sales		Cost of Products Sold		R&D Expense		Interest (Income) Expense	Other (Income) Expense
The effects of fair value, net investment and cash flow hedging:
Gain (Loss) on net investment hedging relationship:
Cross currency interest rate swaps contracts:
Amount of gain or (loss) recognized in income on derivative amount excluded from effectiveness testing	—		—		—		40	—		—		—		—		38	—
Amount of gain or (loss) recognized in AOCI	—		—		—		40	—		—		—		—		38	—

Gain (Loss) on cash flow hedging relationship:
Forward foreign exchange contracts:
Amount of gain or (loss) reclassified from AOCI into income	9		(173	)	(110	)	—	(2	)	(21	)	(35	)	(139	)	—	6

Amount of gain or (loss) recognized in AOCI	11		302		(110	)	—	(36	)	(6	)	(296	)	(110	)	—	(13	)

Cross currency interest rate swaps contracts:
Amount of gain or (loss) reclassified from AOCI into income	—		—		—		98	—		—				—		55	—
Amount of gain or (loss) recognized in AOCI	$	—	—		—		625	—		—		—		—		59	—

The following table is the effect of derivatives not designated as hedging instruments for the fiscal first quarters 2020 and 2019:



		Gain/(Loss) Recognized In Income on Derivative
(Dollars in Millions)	Location of Gain /(Loss) Recognized in Income on Derivative	Fiscal First Quarter Ended
Derivatives Not Designated as Hedging Instruments		March 29, 2020		March 31, 2019
Foreign Exchange Contracts	Other (income) expense	$	89	(38	)

The following table is the effect of net investment hedges for the fiscal first quarters ended in 2020 and 2019



	Gain/(Loss) Recognized In Accumulated OCI			Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income Into Income	Gain/(Loss) Reclassified From Accumulated OCI Into Income
(Dollars in Millions)	March 29, 2020		March 31, 2019		March 29, 2020	March 31, 2019
Debt	$	46	71	Interest (income) expense	—	—
Cross Currency interest rate swaps	$	827	370	Interest (income) expense	—	—

The Company holds equity investments with readily determinable fair values and equity investments without readily determinable fair values. The Company has elected to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The following table is a summary of the activity related to equity investments:



(Dollars in Millions)	December 29, 2019					March 29, 2020
	Carrying Value		Changes in Fair Value Reflected in Net Income ⁽¹⁾		Sales/ Purchases/Other ⁽²⁾	Carrying Value	Non Current Other Assets
Equity Investments with readily determinable value	$	1,148	(327	)	5	826	826

Equity Investments without readily determinable value	$	712	(33	)	15	694	694

⁽¹⁾ Recorded in Other Income/Expense

⁽²⁾ Other includes impact of currency

For equity investments without readily determinable market values, $33 million of the decrease in the fair value reflected in net income were the result of impairments.

Fair value is the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement determined using assumptions that market participants would use in pricing an asset or liability. In accordance with ASC 820, a three-level hierarchy was established to prioritize the inputs used in measuring fair value. The levels within the hierarchy are described below with Level 1 inputs having the highest priority and Level 3 inputs having the lowest.

The fair value of a derivative financial instrument (i.e., forward foreign exchange contracts, interest rate contracts) is the aggregation by currency of all future cash flows discounted to its present value at the prevailing market interest rates and subsequently converted to the U.S. Dollar at the current spot foreign exchange rate. The Company does not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity, or that the changes in fair value will have a material effect on the Company’s results of operations, cash flows or financial position. The Company also holds equity investments which are classified as Level 1 and debt securities which are classified as Level 2. The Company holds acquisition related contingent liabilities based upon certain regulatory and commercial events, which are classified as Level 3, whose values are determined using discounted cash flow methodologies or similar techniques for which the determination of fair value requires significant judgment or estimations.

The following three levels of inputs are used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities.

Level 2 — Significant other observable inputs.

Level 3 — Significant unobservable inputs.

The Company’s significant financial assets and liabilities measured at fair value as of March 29, 2020 and December 29, 2019 were as follows:



	March 29, 2020					December 29, 2019
(Dollars in Millions)	Level 1		Level 2	Level 3	Total	Total⁽¹⁾
Derivatives designated as hedging instruments:
Assets:
Forward foreign exchange contracts	$	—	941	—	941	209
Interest rate contracts ⁽²⁾⁽³⁾	—		1,569	—	1,569	693
Total	—		2,510	—	2,510	902
Liabilities:
Forward foreign exchange contracts	—		530	—	530	426
Interest rate contracts ⁽³⁾	—		247	—	247	193
Total	—		777	—	777	619
Derivatives not designated as hedging instruments:
Assets:
Forward foreign exchange contracts	—		120	—	120	23
Liabilities:
Forward foreign exchange contracts	—		106	—	106	33
Other Investments:
Equity investments ⁽⁴⁾	826		—	—	826	1,148
Debt securities⁽⁵⁾	$	—	5,673	—	5,673	4,368
Other Liabilities
Contingent consideration ⁽⁶⁾				784	784	1,715



Gross to Net Derivative Reconciliation	March 29, 2020			December 29, 2019
(Dollars in Millions)
Total Gross Assets	$	2,630		925
Credit Support Agreement (CSA)	(2,530		)	(841	)
Total Net Asset	100			84

Total Gross Liabilities	883			652
Credit Support Agreement (CSA)	(531		)	(586	)
Total Net Liabilities	$	352		66

Summarized information about changes in liabilities for contingent consideration is as follows:



	Fiscal first quarter ended
	March 29, 2020			March 31, 2019
(Dollars in Millions)
Beginning Balance	$	1,715		$	397
Changes in estimated fair value ⁽⁷⁾	(977		)	32
Additions	106			23
Payments	(60		)	—
Ending Balance	$	784		$	452


⁽¹⁾	December 30, 2019 assets and liabilities are all classified as Level 2 with the exception of equity investments of $1,148 million, which are classified as Level 1 and contingent consideration of $1,715 million, classified as Level 3.


⁽²⁾	Includes $1 million of non-current other assets as of March 29, 2020 and December 29, 2019.


⁽³⁾	Includes cross currency interest rate swaps and interest rate swaps.


⁽⁴⁾	Classified as non-current other assets.


⁽⁵⁾	Classified within cash equivalents and current marketable securities.


⁽⁶⁾	Includes $759 million and $1,631 million (primarily related to Auris Health), classified as non-current other liabilities as of March 29, 2020 and December 29, 2019, respectively. Includes $25 million and $84 million classified as current liabilities as of March 29, 2020 and December 29, 2019, respectively.


⁽⁷⁾	Ongoing fair value adjustment amounts are primarily recorded in Research and Development expense.

During the fiscal first quarter of 2020, the Company recorded a contingent consideration reversal of $983 million related to the timing of certain developmental milestones associated with the Auris Health acquisition. The one-time reversal of the contingent consideration was recorded in Other income and expense. As of March 29, 2020 the estimated fair value of the remaining contingent consideration is $165 million. For additional details see Note 10 to the Consolidated Financial Statements.

The Company's cash, cash equivalents and current marketable securities as of March 29, 2020 comprised:



(Dollars in Millions)	Carrying Amount		Unrecognized Gain	Unrecognized Loss		Estimated Fair Value	Cash & Cash Equivalents	Current Marketable Securities
Cash	$	2,499	—	—		2,499	2,499
Non-U.S. sovereign securities⁽¹⁾	90		—	—		90	90	—
U.S. reverse repurchase agreements	3,965		—	—		3,965	3,965	—
Other reverse repurchase agreements	473		—	—		473	473
Corporate debt securities⁽¹⁾	2,135		1	(1	)	2,135	1,039	1,096
Money market funds	2,424		—	—		2,424	2,424
Time deposits⁽¹⁾	765		—	—		765	765
Subtotal	12,351		1	(1	)	12,351	11,255	1,096

			Unrealized Gain	Unrealized Loss
U.S. Gov't securities	5,418		4	—		5,422	4,260	1,162
Corporate debt securities	253		—	(2	)	251	15	236
Subtotal available for sale debt⁽²⁾	$	5,671	4	(2	)	5,673	4,275	1,398
Total cash, cash equivalents and current marketable securities	$	18,022	5	(3	)	18,024	15,530	2,494

⁽¹⁾Held to maturity investments are reported at amortized cost and gains or losses are reported in earnings.

⁽²⁾Available for sale debt securities are reported at fair value with unrealized gains and losses reported net of taxes in other comprehensive income.

In the fiscal year ended December 29, 2019 the carrying amount was the same as the estimated fair value.

Fair value of government securities and obligations and corporate debt securities was estimated using quoted broker prices and significant other observable inputs.

The Company classifies all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months from the date of purchase as current marketable securities. Available for sale securities with stated maturities of greater than one year from the date of purchase are available to fund current operations and are classified as cash equivalents and current marketable securities.

The contractual maturities of the available for sale securities as of March 29, 2020 are as follows:



(Dollars in Millions)	Cost Basis		Fair Value
Due within one year	$	5,632	5,635
Due after one year through five years	39		38
Due after five years through ten years	—		—
Total debt securities	$	5,671	5,673

Financial Instruments not measured at Fair Value:

The following financial liabilities are held at carrying amount on the consolidated balance sheet as of March 29, 2020:



(Dollars in Millions)	Carrying Amount		Estimated Fair Value

Financial Liabilities

Current Debt	$	2,190	2,234

Non-Current Debt
3.55% Notes due 2021	449		463
2.45% Notes due 2021	350		356
0.250% Notes due 2022 (1B Euro 1.0980)	1,097		1,096
2.25% Notes due 2022	998		1,019
6.73% Debentures due 2023	250		301
3.375% Notes due 2023	804		875
2.05% Notes due 2023	499		512
0.650% Notes due 2024 (750MM Euro 1.0980)	821		826
5.50% Notes due 2024 (500 MM GBP 1.2023)	597		697
2.625% Notes due 2025	748		796
2.45% Notes due 2026	1,993		2,112
2.95% Notes due 2027	997		1,074
2.90% Notes due 2028	1,494		1,640
1.150% Notes due 2028 (750MM Euro 1.0980)	817		833
6.95% Notes due 2029	297		419
4.95% Debentures due 2033	498		661
4.375% Notes due 2033	856		1,099
1.650% Notes due 2035 (1.5B Euro 1.0980)	1,631		1,699
3.55% Notes due 2036	989		1,172
5.95% Notes due 2037	992		1,477
3.625% Notes due 2037	1,487		1,719
3.40% Notes due 2038	991		1,144
5.85% Debentures due 2038	696		1,072
4.50% Debentures due 2040	539		689
4.85% Notes due 2041	297		432
4.50% Notes due 2043	495		696
3.70% Notes due 2046	1,973		2,406
3.75% Notes due 2047	991		1,230
3.50% Notes due 2048	742		890
Other	5		5
Total Non-Current Debt	$	25,393	29,410

The weighted average effective interest rate on non-current debt is 3.26%.

The excess of the estimated fair value over the carrying value of debt was $3.0 billion at December 29, 2019.

Fair value of the non-current debt was estimated using market prices, which were corroborated by quoted broker prices and significant other observable inputs.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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