Fair value measurement

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair value measurement

Fair value measurement

To estimate the fair value of our financial assets and liabilities, we use valuation approaches within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing an asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is divided into three levels based on the source of inputs as follows:

Level 1	—	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
Level 2	—	Valuations for which all significant inputs are observable either directly or indirectly—other than Level 1 inputs
Level 3	—	Valuations based on inputs that are unobservable and significant to the overall fair value measurement

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used for measuring fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level of input used that is significant to the overall fair value measurement.

The fair values of each major class of the Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in millions):

Fair value measurement as of December 31, 2024, using:	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets:
Available-for-sale securities:
U.S. Treasury bills	$	—	$	997	$	—	$	997
Money market mutual funds	10,354		—		—		10,354
Other short-term interest-bearing securities	—		135		—		135
Equity securities	4,188		—		—		4,188
Derivatives:
Foreign currency forward contracts	—		420		—		420
Cross-currency swap contracts	—		—		—		—
Interest rate swap contracts	—		—		—		—
Total assets	$	14,542	$	1,552	$	—	$	16,094
Liabilities:
Derivatives:
Foreign currency forward contracts	$	—	$	8	$	—	$	8
Cross-currency swap contracts	—		483		—		483
Interest rate swap contracts	—		531		—		531
Contingent consideration obligations	—		—		106		106
Total liabilities	$	—	$	1,022	$	106	$	1,128

Fair value measurement as of December 31, 2023, using:	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets:
Available-for-sale securities:
U.S. Treasury bills	$	—	$	—	$	—	$	—
Money market mutual funds	10,266		—		—		10,266
Other short-term interest-bearing securities	—		138		—		138
Equity securities	4,514		—		—		4,514
Derivatives:
Foreign currency forward contracts	—		145		—		145
Cross-currency swap contracts	—		—		—		—
Interest rate swap contracts	—		—		—		—
Total assets	$	14,780	$	283	$	—	$	15,063
Liabilities:
Derivatives:
Foreign currency forward contracts	$	—	$	116	$	—	$	116
Cross-currency swap contracts	—		405		—		405
Interest rate swap contracts	—		571		—		571
Contingent consideration obligations	—		—		96		96
Total liabilities	$	—	$	1,092	$	96	$	1,188

Interest-bearing and equity securities

The fair values of our U.S. Treasury bills are determined by utilizing third-party pricing services, which obtain pricing data from active market makers and brokers. The fair values of our money market mutual funds and equity investments in publicly traded securities, including our equity investments in BeiGene and Neumora, as of December 31, 2024 and 2023, are based on quoted market prices in active markets, with no valuation adjustment.

Derivatives

All of our foreign currency forward contracts, cross-currency swap contracts and interest rate swap contracts are with counterparties that have minimum credit ratings of A– or equivalent by S&P, Moody’s or Fitch. We estimate the fair values of these contracts by taking into consideration valuations obtained from a third-party valuation service that uses an income-based industry-standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs, as applicable, include foreign currency exchange rates, SOFR, swap rates, obligor credit default swap rates and cross-currency basis swap spreads. Certain inputs, when applicable, are at commonly quoted intervals. See Note 19, Derivative instruments.

Contingent consideration obligations

As a result of our business acquisitions, we have incurred contingent consideration obligations as discussed below. The contingent consideration obligations are recorded at their fair values by using probability-adjusted discounted cash flows, and we revalue these obligations each reporting period until the related contingencies have been resolved. The fair value measurements of these obligations are based on significant unobservable inputs related to licensing rights and product candidates acquired in business combinations, and they are reviewed quarterly by management in our R&D and commercial sales organizations. The inputs include, as applicable, estimated probabilities and the timing of achieving specified development, regulatory and commercial milestones as well as estimated annual sales. Significant changes that increase or decrease the probabilities of achieving the related development, regulatory and commercial events or that shorten or lengthen the time required to achieve such events or that increase or decrease estimated annual sales would result in corresponding increases or decreases in the fair values of the obligations, as applicable. Changes in the fair values of contingent consideration obligations are recognized in Other operating expenses in the Consolidated Statements of Income.

Changes in the carrying amounts of contingent consideration obligations were as follows (in millions):

	Years ended December 31,
	2024		2023		2022
Beginning balance	$	96	$	270	$	342
Payments	(8)		(9)		(7)
Net changes in valuations	18		(165)		(65)
Ending balance	$	106	$	96	$	270

As of December 31, 2024 and 2023, our contingent consideration obligations are primarily the result of our acquisition of Teneobio in October 2021, which obligates us to make payments to the former shareholders upon achievement of separate development and regulatory milestones with regard to various R&D programs. In 2023, the development of AMG 340 was terminated, resulting in a decrease of the related contingent consideration liability. During the year ended December 31, 2023, the remeasurement of our contingent consideration liability of $165 million, which was primarily related to the termination of AMG 340, was recognized in Other operating expenses in the Consolidated Statements of Income and included in Other items, net, in the Consolidated Statements of Cash Flows. See Note 13, Goodwill and other intangible assets, for the impact on the related IPR&D asset.

Summary of the fair values of other financial instruments

Cash equivalents

The fair values of cash equivalents are approximated at their carrying values due to the short-term nature of such financial instruments.

Borrowings

We estimate the fair values of our fixed-rate notes by using Level 2 inputs. As of December 31, 2024 and 2023, the aggregate fair values of our fixed-rate notes were $54.9 billion and $59.2 billion, respectively, and the carrying values of our fixed-rate notes were $58.3 billion and $60.6 billion, respectively. The estimates of the fair values of our term loans approximate their carrying values as of December 31, 2024 and 2023 as these debt instruments bear interest at floating rates.

During the years ended December 31, 2024 and 2023, there were no transfers of assets or liabilities between fair value measurement levels, and except with respect to the IPR&D intangible impairment of AMG 340 in 2023 as disclosed in Note 13, Goodwill and other intangible assets, there were no material remeasurements to the fair values of assets and liabilities that are not measured at fair value on a recurring basis.