Derivative Instruments and Hedging Activities
The Company manages the impact of foreign exchange rate movements and interest rate movements on its earnings, cash flows and fair values of assets and liabilities through operational means and through the use of various financial instruments, including derivative instruments.
A significant portion of the Company’s revenues and earnings in foreign affiliates is exposed to changes in foreign exchange rates. The objectives and accounting related to the Company’s foreign currency risk management program, as well as its interest rate risk management activities are discussed below.
Foreign Currency Risk Management
The Company has established revenue hedging, balance sheet risk management and net investment hedging programs to protect against volatility of future foreign currency cash flows and changes in fair value caused by changes in foreign exchange rates.
The objective of the revenue hedging program is to reduce the variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro, Japanese yen and Chinese renminbi. To achieve this objective, the Company will hedge a portion of its forecasted foreign currency denominated third-party and intercompany distributor entity sales (forecasted sales) that are expected to occur over its planning cycle, typically no more than two years into the future. The Company will layer in hedges over time, increasing the portion of forecasted sales hedged as it gets closer to the expected date of the forecasted sales. The portion of forecasted sales hedged is based on assessments of cost-benefit profiles that consider natural offsetting exposures, revenue and exchange rate volatilities and correlations, and the cost of hedging instruments. The Company manages its anticipated transaction exposure principally with purchased local currency put options, forward contracts and purchased collar options.
The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the Condensed Consolidated Balance Sheet. Changes in the fair value of derivative contracts are recorded each period in either current earnings or Other comprehensive income (OCI), depending on whether the derivative is designated as part of a hedge transaction and, if so, the type of hedge transaction. For derivatives that are designated as cash flow hedges, the unrealized gains or losses on these contracts are recorded in Accumulated other comprehensive income (AOCI) and reclassified into Sales when the hedged anticipated revenue is recognized. For those derivatives which are not designated as cash flow hedges, but serve as economic hedges of forecasted sales, unrealized gains or losses are recorded in Sales each period. The cash flows from both designated and non-designated contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows. The Company does not enter into derivatives for trading or speculative purposes.
The Company manages operating activities and net asset positions at each local subsidiary in order to mitigate the effects of exchange on monetary assets and liabilities. The Company also uses a balance sheet risk management program to mitigate the exposure of net monetary assets that are denominated in a currency other than a subsidiary’s functional currency from the effects of volatility in foreign exchange. In these instances, Merck principally utilizes forward exchange contracts to offset the effects of exchange on exposures denominated in developed country currencies, primarily the euro and Japanese yen. For exposures in developing country currencies, the Company will enter into forward contracts to partially offset the effects of exchange on exposures when it is deemed economical to do so based on a cost-benefit analysis that considers the magnitude of the exposure, the volatility of the exchange rate and the cost of the hedging instrument. The cash flows from these contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows.
Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in Other (income) expense, net. The forward contracts are not designated as hedges and are marked to market through Other (income) expense, net. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured
assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not significant due to the short-term nature of the contracts, which typically have average maturities at inception of less than one year.
The Company also uses forward exchange contracts to hedge a portion of its net investment in foreign operations against movements in exchange rates. The forward contracts are designated as hedges of the net investment in a foreign operation. The unrealized gains or losses on these contracts are recorded in foreign currency translation adjustment within OCI and remain in AOCI until either the sale or complete or substantially complete liquidation of the subsidiary. The Company excludes certain portions of the change in fair value of its derivative instruments from the assessment of hedge effectiveness (excluded components). Changes in fair value of the excluded components are recognized in OCI. The Company recognizes in earnings the initial value of the excluded components on a straight-line basis over the life of the derivative instrument, rather than using the mark-to-market approach. The cash flows from these contracts are reported as investing activities in the Condensed Consolidated Statement of Cash Flows.
Foreign exchange risk is also managed through the use of foreign currency debt. The Company’s senior unsecured euro-denominated notes have been designated as, and are effective as, economic hedges of the net investment in a foreign operation. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments are included in foreign currency translation adjustment within OCI.
The effects of the Company’s net investment hedges on OCI and the Consolidated Statement of Income are shown below:
Amount of Pretax (Gain) Loss Recognized in Other Comprehensive Income (1)
Amount of Pretax (Gain) Loss Recognized in Other (income) expense, net for Amounts Excluded from Effectiveness Testing
|Three Months Ended September 30,||Nine Months Ended September 30,||Three Months Ended September 30,||Nine Months Ended September 30,|
|($ in millions)||2020||2019||2020||2019||2020||2019||2020||2019|
|Net Investment Hedging Relationships|
Foreign exchange contracts
|$||10 ||$||1 ||$||15 ||$||8 ||$||(4)||$||(8)||$||(15)||$||(23)|
|Euro-denominated notes||162 ||(150)||182 ||(152)||— ||— ||— ||— |
(1) No amounts were reclassified from AOCI into income related to the sale of a subsidiary.
Interest Rate Risk Management
The Company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to reduce its overall cost of borrowing. The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk.
In February 2020, five interest rate swaps with notional amounts of $250 million each matured. These swaps effectively converted the Company’s $1.25 billion, 1.85% fixed-rate notes due 2020 to variable rate debt. At September 30, 2020, the Company was a party to 14 pay-floating, receive-fixed interest rate swap contracts designated as fair value hedges of fixed-rate notes in which the notional amounts match the amount of the hedged fixed-rate notes as detailed in the table below.
|September 30, 2020|
|($ in millions)||Par Value of Debt||Number of Interest Rate Swaps Held||Total Swap Notional Amount|
3.875% notes due 2021
|$||1,150 ||5 ||$||1,150 |
2.40% notes due 2022
|1,000 ||4 ||1,000 |
2.35% notes due 2022
|1,250 ||5 ||1,250 |
The interest rate swap contracts are designated hedges of the fair value changes in the notes attributable to changes in the benchmark London Interbank Offered Rate (LIBOR) swap rate. The fair value changes in the notes attributable to changes in the LIBOR swap rate are recorded in interest expense along with the offsetting fair value changes in the swap contracts. The cash flows from these contracts are reported as operating activities in the Condensed Consolidated Statement of Cash Flows.
The table below presents the location of amounts recorded on the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges:
|Carrying Amount of Hedged Liabilities||Cumulative Amount of Fair Value Hedging Adjustment Increase (Decrease) Included in the Carrying Amount|
|($ in millions)||September 30, 2020||December 31, 2019||September 30, 2020||December 31, 2019|
|Balance Sheet Line Item in which Hedged Item is Included|
|Loans payable and current portion of long-term debt||$||1,155 ||$||1,249 ||$||5 ||$||(1)|
|Long-Term Debt||2,309 ||3,409 ||62 ||14 |
Presented in the table below is the fair value of derivatives on a gross basis segregated between those derivatives that are designated as hedging instruments and those that are not designated as hedging instruments:
| || ||September 30, 2020||December 31, 2019|
| || ||Fair Value of Derivative||U.S. Dollar|
|Fair Value of Derivative||U.S. Dollar|
|($ in millions)||Balance Sheet Caption||Asset||Liability||Asset||Liability|
Derivatives Designated as Hedging Instruments
|Interest rate swap contracts||Other current assets||$||6 ||$||— ||$||1,150 ||$||— ||$||— ||$||— |
|Interest rate swap contracts||Other Assets||63 ||— ||2,250 ||15 ||— ||3,400 |
|Interest rate swap contracts||Accrued and other current liabilities||— ||— ||— ||— ||1 ||1,250 |
|Foreign exchange contracts||Other current assets||30 ||— ||4,120 ||152 ||— ||6,117 |
|Foreign exchange contracts||Other Assets||59 ||— ||1,881 ||55 ||— ||2,160 |
|Foreign exchange contracts||Accrued and other current liabilities||— ||104 ||3,096 ||— ||22 ||1,748 |
|Foreign exchange contracts||Other Noncurrent Liabilities||— ||1 ||157 ||— ||1 ||53 |
| || ||$||158 ||$||105 ||$||12,654 ||$||222 ||$||24 ||$||14,728 |
Derivatives Not Designated as Hedging Instruments
| || || || || || || |
|Foreign exchange contracts||Other current assets||$||81 ||$||— ||$||5,455 ||$||66 ||$||— ||$||7,245 |
|Foreign exchange contracts||Accrued and other current liabilities||— ||171 ||8,042 ||— ||73 ||8,693 |
|Forward contract related to Seagen common stock||Accrued and other current liabilities||— ||22 ||1,000 ||— ||— ||— |
| || ||$||81 ||$||193 ||$||14,497 ||$||66 ||$||73 ||$||15,938 |
| || ||$||239 ||$||298 ||$||27,151 ||$||288 ||$||97 ||$||30,666 |
As noted above, the Company records its derivatives on a gross basis in the Condensed Consolidated Balance Sheet. The Company has master netting agreements with several of its financial institution counterparties (see Concentrations of Credit Risk below). The following table provides information on the Company’s derivative positions subject to these master netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral exchanged per the master agreements and related credit support annexes:
| ||September 30, 2020||December 31, 2019|
|($ in millions)||Asset||Liability||Asset||Liability|
|Gross amounts recognized in the condensed consolidated balance sheet||$||239 ||$||298 ||$||288 ||$||97 |
Gross amounts subject to offset in master netting arrangements not offset in the condensed consolidated balance sheet
|Cash collateral received||— ||— ||(34)||— |
|Net amounts||$||99 ||$||158 ||$||170 ||$||13 |
The table below provides information regarding the location and amount of pretax (gains) losses of derivatives designated in fair value or cash flow hedging relationships:
Other (income) expense, net (1)
|Other comprehensive income (loss)||Sales|
Other (income) expense, net (1)
|Other comprehensive income (loss)|
|Three Months Ended September 30,||Three Months Ended September 30,||Three Months Ended September 30,||Nine Months Ended September 30,||Nine Months Ended September 30,||Nine Months Ended September 30,|
|($ in millions)||2020||2019||2020||2019||2020||2019||2020||2019||2020||2019||2020||2019|
|Financial Statement Line Items in which Effects of Fair Value or Cash Flow Hedges are Recorded||$||12,551 ||$||12,397 ||$||(312)||$||35 ||$||10 ||$||(28)||$||35,479 ||$||34,972 ||$||(630)||$||362 ||$||(190)||$||155 |
|(Gain) loss on fair value hedging relationships|
|Interest rate swap contracts|
|— ||— ||(14)||13 ||— ||— ||— ||— ||54 ||101 ||— ||— |
Derivatives designated as hedging instruments
|— ||— ||— ||(6)||— ||— ||— ||— ||(76)||(74)||— ||— |
|Impact of cash flow hedging relationships|
|Foreign exchange contracts|
Amount of (loss) gain recognized in OCI on derivatives
|— ||— ||— ||— ||(195)||186 ||— ||— ||— ||— ||(126)||183 |
Increase (decrease) in Sales as a result of AOCI reclassifications
|(23)||70 ||— ||— ||23 ||(70)||65 ||189 ||— ||— ||(65)||(189)|
|Interest rate contracts|
Amount of gain recognized in Other (income) expense, net on derivatives
|— ||— ||(1)||(1)||— ||— ||— ||— ||(3)||(3)||— ||— |
Amount of loss recognized in OCI on derivatives
|— ||— ||— ||— ||(1)||(1)||— ||— ||— ||— ||(3)||(6)|
(1) Interest expense is a component of Other (income) expense, net.
The table below provides information regarding the income statement effects of derivatives not designated as hedging instruments:
|Amount of Derivative Pretax (Gain) Loss Recognized in Income|
|Three Months Ended|
|Nine Months Ended September 30,|
|($ in millions)||Income Statement Caption||2020||2019||2020||2019|
|Derivatives Not Designated as Hedging Instruments|
Foreign exchange contracts (1)
|Other (income) expense, net||$||(7)||$||(8)||$||(138)||$||112 |
Foreign exchange contracts (2)
|Sales||7 ||(11)||4 ||(7)|
Interest rate contracts (3)
|Other (income) expense, net||— ||— ||9 ||— |
|Forward contract related to Seagen common stock||Research and development expenses||22 ||— ||22 ||— |
(1) These derivative contracts mitigate changes in the value of remeasured foreign currency denominated monetary assets and liabilities attributable to changes in foreign currency exchange rates.
(2) These derivative contracts serve as economic hedges of forecasted transactions.
(3) These derivatives serve as economic hedges against rising treasury rates.
At September 30, 2020, the Company estimates $155 million of pretax net unrealized losses on derivatives maturing within the next 12 months that hedge foreign currency denominated sales over that same period will be reclassified from AOCI to Sales. The amount ultimately reclassified to Sales may differ as foreign exchange rates change. Realized gains and losses are ultimately determined by actual exchange rates at maturity.
Investments in Debt and Equity Securities
Information on investments in debt and equity securities is as follows:
| ||September 30, 2020||December 31, 2019|
|($ in millions)||Gains||Losses||Gains||Losses|
|U.S. government and agency securities||$||74 ||$||— ||$||— ||$||74 ||$||266 ||$||3 ||$||— ||$||269 |
|Foreign government bonds||2 ||— ||— ||2 ||— ||— ||— ||— |
|Commercial paper||— ||— ||— ||— ||668 ||— ||— ||668 |
|Corporate notes and bonds||— ||— ||— ||— ||608 ||13 ||— ||621 |
|Asset-backed securities||— ||— ||— ||— ||226 ||1 ||— ||227 |
|Total debt securities||$||76 ||$||— ||$||— ||$||76 ||$||1,768 ||$||17 ||$||— ||$||1,785 |
Publicly traded equity securities (1)
|1,477 ||838 |
Total debt and publicly traded equity securities
|$||1,553 ||$||2,623 |
(1) Unrealized net (gains) losses recognized in Other (income) expense, net on equity securities still held at September 30, 2020 were $(43) million and $(512) million in the third quarter and first nine months of 2020, respectively. Unrealized net losses (gains) recognized in Other (income) expense, net on equity securities still held at September 30, 2019 were $25 million and $(41) million in the third quarter and first nine months of 2019, respectively.
At September 30, 2020 and September 30, 2019, the Company also had $508 million and $393 million, respectively, of equity investments without readily determinable fair values included in Other Assets. The Company recognizes unrealized gains on these equity investments based on favorable observable price changes from transactions involving similar investments of the same investee and recognizes unrealized losses based on unfavorable observable price changes. During the first nine months of 2020, the Company recognized unrealized gains of $21 million and unrealized losses of $3 million in Other (income) expense, net related to these equity investments held at September 30, 2020. During the first nine months of 2019, the Company recognized unrealized gains of $4 million and unrealized losses of $12 million in Other (income) expense, net related to these investments held at September 30, 2019. Cumulative unrealized gains and cumulative unrealized losses based on observable prices changes for investments in equity investments without readily determinable fair values still held at September 30, 2020 were $128 million and $24 million, respectively.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 - Unobservable inputs that are supported by little or no market activity. Level 3 assets or liabilities are those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques with significant unobservable inputs, as well as assets or liabilities for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
|Fair Value Measurements Using||Fair Value Measurements Using|
| ||Level 1||Level 2||Level 3||Total||Level 1||Level 2||Level 3||Total|
|($ in millions)||September 30, 2020||December 31, 2019|
|Foreign government bonds||$||— ||$||2 ||$||— ||$||2 ||$||— ||$||— ||$||— ||$||— |
|Commercial paper||— ||— ||— ||— ||— ||668 ||— ||668 |
|Corporate notes and bonds||— ||— ||— ||— ||— ||621 ||— ||621 |
Asset-backed securities (1)
|— ||— ||— ||— ||— ||227 ||— ||227 |
U.S. government and agency securities
|— ||— ||— ||— ||— ||209 ||— ||209 |
Publicly traded equity securities
|1,370 ||— ||— ||1,370 ||518 ||— ||— ||518 |
| ||1,370 ||2 ||— ||1,372 ||518 ||1,725 ||— ||2,243 |
Other assets (2)
U.S. government and agency securities
|74 ||— ||— ||74 ||60 ||— ||— ||60 |
|Publicly traded equity securities||107 ||— ||— ||107 ||320 ||— ||— ||320 |
|181 ||— ||— ||181 ||380 ||— ||— ||380 |
Derivative assets (3)
|Forward exchange contracts||— ||116 ||— ||116 ||— ||169 ||— ||169 |
|Interest rate swaps||— ||69 ||— ||69 ||— ||15 ||— ||15 |
|Purchased currency options||— ||54 ||— ||54 ||— ||104 ||— ||104 |
| ||— ||239 ||— ||239 ||— ||288 ||— ||288 |
|Total assets||$||1,551 ||$||241 ||$||— ||$||1,792 ||$||898 ||$||2,013 ||$||— ||$||2,911 |
|Contingent consideration||$||— ||$||— ||$||829 ||$||829 ||$||— ||$||— ||$||767 ||$||767 |
Derivative liabilities (3)
|Forward exchange contracts||— ||275 ||— ||275 ||— ||95 ||— ||95 |
|Forward contract related to Seagen common stock||— ||22 ||— ||22 ||— ||— ||— ||— |
|Written currency options||— ||1 ||— ||1 ||— ||1 ||— ||1 |
|Interest rate swaps||— ||— ||— ||— ||— ||1 ||— ||1 |
|— ||298 ||— ||298 ||— ||97 ||— ||97 |
|Total liabilities||$||— ||$||298 ||$||829 ||$||1,127 ||$||— ||$||97 ||$||767 ||$||864 |
(1)Primarily all of the asset-backed securities were highly rated (Standard & Poor’s rating of AAA and Moody’s Investors Service rating of Aaa), secured primarily by auto loan, credit card and student loan receivables, with weighted-average lives of primarily 5 years or less.
(2) Investments included in other assets are restricted as to use, including for the payment of benefits under employee benefit plans.
(3) The fair value determination of derivatives includes the impact of the credit risk of counterparties to the derivatives and the Company’s own credit risk, the effects of which were not significant.
As of September 30, 2020 and December 31, 2019, Cash and cash equivalents included $6.6 billion and $8.9 billion of cash equivalents, respectively (which would be considered Level 2 in the fair value hierarchy).
Summarized information about the changes in liabilities for contingent consideration associated with business acquisitions is as follows:
|Nine Months Ended September 30,|
|($ in millions)||2020||2019|
|Fair value January 1||$||767 ||$||788 |
|Additions||97 ||— |
Changes in estimated fair value (1)
|71 ||52 |
Fair value September 30 (2)(3)
|$||829 ||$||755 |
(1) Recorded in Cost of sales, Research and development expenses, and Other (income) expense, net. Includes cumulative translation adjustments.
(2) Balance at September 30, 2020 includes $140 million recorded as a current liability for amounts expected to be paid within the next 12 months.
(3) At September 30, 2020 and December 31, 2019, $637 million and $625 million, respectively, of the liabilities relate to the termination of the Sanofi-Pasteur MSD joint venture in 2016. As part of the termination, Merck recorded a liability for contingent future royalty payments of 11.5% on net sales of all Merck products that were previously sold by the joint venture through December 31, 2024. The fair value of this liability is determined utilizing the estimated amount and timing of projected cash flows using a risk-adjusted discount rate of 8% to present value the cash flows.
The additions to contingent consideration in 2020 relate to the acquisition of Themis (see Note 2). The payments of contingent consideration in both periods relate to liabilities recorded in connection with the termination of the Sanofi-Pasteur MSD joint venture in 2016.
Other Fair Value Measurements
Some of the Company’s financial instruments, such as cash and cash equivalents, receivables and payables, are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature.
The estimated fair value of loans payable and long-term debt (including current portion) at September 30, 2020, was $32.6 billion compared with a carrying value of $28.7 billion and at December 31, 2019, was $28.8 billion compared with a carrying value of $26.3 billion. Fair value was estimated using recent observable market prices and would be considered Level 2 in the fair value hierarchy.
Concentrations of Credit Risk
On an ongoing basis, the Company monitors concentrations of credit risk associated with corporate and government issuers of securities and financial institutions with which it conducts business. Credit exposure limits are established to limit a concentration with any single issuer or institution. Cash and investments are placed in instruments that meet high credit quality standards as specified in the Company’s investment policy guidelines.
The majority of the Company’s accounts receivable arise from product sales in the United States, Europe and China and are primarily due from drug wholesalers and retailers, hospitals, government agencies, managed health care providers and pharmacy benefit managers. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. The Company also continues to monitor global economic conditions, including the volatility associated with international sovereign economies, and associated impacts on the financial markets and its business.
The Company has accounts receivable factoring agreements with financial institutions in certain countries to sell accounts receivable. The Company factored $2.1 billion and $2.7 billion of accounts receivable in the third quarter of 2020 and the fourth quarter of 2019, respectively, under these factoring arrangements, which reduced outstanding accounts receivable. The cash received from the financial institutions is reported within operating activities in the Consolidated Statement of Cash Flows. In certain of these factoring arrangements, for ease of administration, the Company will collect customer payments related to the factored receivables, which it then remits to the financial institutions. The net cash flows relating to these collections are reported as financing activities in the Consolidated Statement of Cash Flows. The cost of factoring such accounts receivable was de minimis.
Derivative financial instruments are executed under International Swaps and Derivatives Association master agreements. The master agreements with several of the Company’s financial institution counterparties also include credit support annexes. These annexes contain provisions that require collateral to be exchanged depending on the value of the derivative assets and liabilities, the Company’s credit rating, and the credit rating of the counterparty. Cash collateral received by the Company from various counterparties was $34 million at December 31, 2019. The obligation to return such collateral is recorded in Accrued and other current liabilities. No cash collateral was advanced by the Company to counterparties as of September 30, 2020 or December 31, 2019.