Attached files

file filename
EX-32 - SECTION 1350 CERTIFICATIONS - AMGEN INCamgn-ex32_2015630xq2.htm
EX-10.4 - FORM OF GLOBAL RSU AGREEMENT - AMGEN INCamgn-ex104_2015630xq2.htm
EX-10.6 - FORM OF PERFORMANCE UNIT AGREEMENT - AMGEN INCamgn-ex106_2015630xq2.htm
EX-10.18 - AGREEMENT BETWEEN AMGEN INC. AND MR. JONATHAN P. GRAHAM - AMGEN INCamgn-ex1018_2015630xq2.htm
EX-10.43 - SIDE LETTER TO COLLABORATION AGREEMENT - AMGEN INCamgn-ex1043_2015630xq2.htm
EX-31 - RULE 13A-14(A) CERTIFICATIONS - AMGEN INCamgn-ex31_2015630xq2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-12477
Amgen Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
95-3540776
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
One Amgen Center Drive,
Thousand Oaks, California
 
91320-1799
(Address of principal executive offices)
 
(Zip Code)
(805) 447-1000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨ 
(Do not check if a smaller reporting company)
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No þ
As of July 28, 2015, the registrant had 758,250,346 shares of common stock, $0.0001 par value, outstanding.



AMGEN INC.
INDEX
 

i


PART I — FINANCIAL INFORMATION
 
Item 1.
FINANCIAL STATEMENTS
AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
 
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Product sales
$
5,225

 
$
4,949

 
$
10,099

 
$
9,305

Other revenues
145

 
231

 
304

 
396

Total revenues
5,370

 
5,180

 
10,403

 
9,701

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Cost of sales
1,089

 
1,081

 
2,122

 
2,171

Research and development
964

 
1,018

 
1,858

 
2,045

Selling, general and administrative
1,160

 
1,136

 
2,186

 
2,159

Other
81

 
43

 
139

 
60

Total operating expenses
3,294

 
3,278

 
6,305

 
6,435

 
 
 
 
 
 
 
 
Operating income
2,076

 
1,902

 
4,098

 
3,266

 
 
 
 
 
 
 
 
Interest expense, net
277

 
282

 
529

 
541

Interest and other income, net
198

 
138

 
304

 
237

 
 
 
 
 
 
 
 
Income before income taxes
1,997

 
1,758

 
3,873

 
2,962

 
 
 
 
 
 
 
 
Provision for income taxes
344

 
211

 
597

 
342

 
 
 
 
 
 
 
 
Net income
$
1,653

 
$
1,547

 
$
3,276

 
$
2,620

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
Basic
$
2.18

 
$
2.04

 
$
4.30

 
$
3.46

Diluted
$
2.15

 
$
2.01

 
$
4.26

 
$
3.41

 
 
 
 
 
 
 
 
Shares used in calculation of earnings per share:
 
 
 
 
 
 
 
Basic
760

 
759

 
761

 
758

Diluted
768

 
768

 
769

 
768

 
 
 
 
 
 
 
 
Dividends paid per share
$
0.79

 
$
0.61

 
$
1.58

 
$
1.22


See accompanying notes.

1


AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Net income
$
1,653

 
$
1,547

 
$
3,276

 
$
2,620

Other comprehensive income (loss), net of reclassification adjustments and taxes:
 
 
 
 
 
 
 
Foreign currency translation gains (losses)
18

 
7

 
(155
)
 
(1
)
Effective portion of cash flow hedges
(115
)
 
(25
)
 
63

 
(23
)
Net unrealized (losses) gains on available-for-sale securities
(108
)
 
21

 
32

 
61

Other

 

 

 
1

Other comprehensive (loss) income, net of tax
(205
)
 
3

 
(60
)
 
38

Comprehensive income
$
1,448

 
$
1,550

 
$
3,216

 
$
2,658


See accompanying notes.

2


AMGEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
(Unaudited)
 
June 30,
2015
 
December 31,
2014
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
3,795

 
$
3,731

Marketable securities
26,198

 
23,295

Trade receivables, net
2,779

 
2,546

Inventories
2,567

 
2,647

Other current assets
2,397

 
2,494

Total current assets
37,736

 
34,713

 
 
 
 
Property, plant and equipment, net
5,050

 
5,223

Intangible assets, net
11,988

 
12,693

Goodwill
14,723

 
14,788

Other assets
1,712

 
1,592

Total assets
$
71,209

 
$
69,009

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable
$
934

 
$
1,212

Accrued liabilities
4,707

 
5,296

Current portion of long-term debt
1,250

 
500

Total current liabilities
6,891

 
7,008

 
 
 
 
Long-term debt
30,702

 
30,215

Long-term deferred tax liability
3,227

 
3,461

Other noncurrent liabilities
2,905

 
2,547

 
 
 
 
Contingencies and commitments

 

 
 
 
 
Stockholders’ equity:
 
 
 
Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding - 759.1 shares in 2015 and 760.4 shares in 2014
30,464

 
30,410

Accumulated deficit
(2,912
)
 
(4,624
)
Accumulated other comprehensive loss
(68
)
 
(8
)
Total stockholders’ equity
27,484

 
25,778

Total liabilities and stockholders’ equity
$
71,209

 
$
69,009


See accompanying notes.

3


AMGEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
Six months ended
 
June 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
3,276

 
$
2,620

Depreciation and amortization
1,043

 
1,024

Stock-based compensation expense
160

 
199

Deferred income taxes
(126
)
 
108

Other items, net
(228
)
 
(107
)
Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Trade receivables, net
(199
)
 

Inventories
196

 
40

Other assets
85

 
(11
)
Accounts payable
(269
)
 
125

Accrued income taxes
369

 
(131
)
Other liabilities
(164
)
 
(498
)
Net cash provided by operating activities
4,143

 
3,369

Cash flows from investing activities:
 
 
 
Purchases of property, plant and equipment
(251
)
 
(345
)
Proceeds from sale of property, plant and equipment
226

 

Cash paid for acquisitions, net of cash acquired

 
(115
)
Purchases of marketable securities
(13,530
)
 
(15,593
)
Proceeds from sales of marketable securities
8,021

 
9,137

Proceeds from maturities of marketable securities
2,500

 
3,295

Change in restricted investments

 
533

Other
(277
)
 
(135
)
Net cash used in investing activities
(3,311
)
 
(3,223
)
Cash flows from financing activities:
 
 
 
Net proceeds from issuance of debt
3,464

 
4,476

Repayment of debt
(2,150
)
 
(3,355
)
Repurchases of common stock
(940
)
 

Dividends paid
(1,201
)
 
(923
)
Net proceeds from issuance of common stock in connection with the Company’s equity award programs
52

 
99

Settlement of contingent consideration obligation
(225
)
 

Other
232

 
104

Net cash (used in) provided by financing activities
(768
)
 
401

Increase in cash and cash equivalents
64

 
547

Cash and cash equivalents at beginning of period
3,731

 
3,805

Cash and cash equivalents at end of period
$
3,795

 
$
4,352

See accompanying notes.

4


AMGEN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2015
(Unaudited)

1. Summary of significant accounting policies
Business
Amgen Inc. (including its subsidiaries, referred to as “Amgen,” “the Company,” “we,” “our” or “us”) is a global biotechnology pioneer that discovers, develops, manufactures and delivers innovative human therapeutics. We operate in one business segment: human therapeutics.
Basis of presentation
The financial information for the three and six months ended June 30, 2015 and 2014, is unaudited but includes all adjustments (consisting of only normal recurring adjustments, unless otherwise indicated), which Amgen considers necessary for a fair presentation of its condensed consolidated results of operations for those periods. Interim results are not necessarily indicative of results for the full fiscal year.
The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014, and with our condensed consolidated financial statements and the notes thereto contained in our Quarterly Report on Form 10-Q for the period ended March 31, 2015.
Principles of consolidation
The condensed consolidated financial statements include the accounts of Amgen as well as its majority-owned subsidiaries. We do not have any significant interests in any variable interest entities. All material intercompany transactions and balances have been eliminated in consolidation.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates.
Property, plant and equipment, net
Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $7.3 billion and $7.0 billion as of June 30, 2015, and December 31, 2014, respectively.
Recent accounting pronouncements
In May 2014, a new accounting standard was issued that amends the guidance for the recognition of revenue from contracts with customers to transfer goods and services. This new standard, as originally issued, would be effective for interim and annual periods beginning January 1, 2017, and would be required to be adopted using either a full retrospective or a modified retrospective approach, with early adoption not permitted. In July 2015, the Financial Accounting Standards Board voted to delay the required date of adoption of this standard by one year and allow early adoption, but not before the original effective date of January 1, 2017. We are currently evaluating the impact that this new standard will have on our consolidated financial statements.
In April 2015, a new accounting standard was issued that amends the presentation for debt issuance costs. Upon adoption of the standard, such costs shall be presented on our consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability and not as a deferred charge presented in Other assets on our consolidated balance sheets. This new standard will be effective for interim and annual periods beginning on January 1, 2016, and is required to be retrospectively adopted. Adoption of this new standard is not expected to have a material impact on our consolidated balance sheets or related disclosures.
2. Restructuring
During the second half of 2014, we initiated a restructuring plan to invest in continuing innovation and the launch of our new pipeline molecules, while improving our cost structure. As part of the plan, we are closing our facilities in Washington State and Colorado and reducing the number of buildings we occupy at our headquarters in Thousand Oaks, California, as well as at other locations.

5


We continue to estimate that $935 million to $1,035 million of pre-tax charges will be incurred in connection with our restructuring plan, including: (i) separation and other headcount-related costs of $535 million to $585 million with respect to staff reductions, and (ii) asset-related charges of $400 million to $450 million consisting primarily of asset impairments, accelerated depreciation and other related costs resulting from the consolidation of our worldwide facilities. A total of $478 million of separation and other headcount-related costs and $235 million of asset-related charges were incurred through June 30, 2015.
During the three and six months ended June 30, 2015, we incurred $63 million and $155 million, respectively, of restructuring costs. We expect that most of the remaining estimated costs, as discussed above, will be incurred during the remainder of 2015 to support our ongoing transformation and process improvement efforts.
The following tables summarize recorded charges related to the restructuring plan by type of activity and the locations recognized within the Condensed Consolidated Statements of Income (in millions):
 
 
Three months ended June 30, 2015

 
 
Separation costs
 
Asset impairments
 
Accelerated depreciation
 
Other
 
Total
Cost of sales
 
$

 
$

 
$
13

 
$
2

 
$
15

Research and development
 

 

 
7

 
11

 
18

Selling, general and administrative
 

 

 
5

 
15

 
20

Other
 
7

 

 

 
3

 
10

Total
 
$
7

 
$

 
$
25

 
$
31

 
$
63

 
 
Six months ended June 30, 2015
 
 
Separation costs
 
Asset impairments
 
Accelerated depreciation
 
Other
 
Total
Cost of sales
 
$

 
$

 
$
26

 
$
3

 
$
29

Research and development
 

 

 
21

 
14

 
35

Selling, general and administrative
 

 

 
6

 
18

 
24

Other
 
55

 

 

 
12

 
67

Total
 
$
55

 
$

 
$
53

 
$
47

 
$
155

Asset impairment and accelerated depreciation charges were recognized in connection with our decision to exit Boulder and Longmont, Colorado, Bothell and Seattle, Washington and the consolidation of facilities in Thousand Oaks, California. The decision to close these manufacturing and research and development (R&D) facilities was based principally on optimizing the utilization of our sites in the United States, which includes an expansion of our presence in the key U.S. biotechnology hubs of South San Francisco, California and Cambridge, Massachusetts.
The following table summarizes the charges (excluding non-cash items) and payments related to the restructuring plan (in millions):
 
During the six months ended June 30, 2015
 
Separation costs
 
Other
 
Total
Restructuring liabilities as of December 31, 2014
$
221

 
$
23

 
$
244

Expense
56

 
39

 
95

Payments
(145
)
 
(35
)
 
(180
)
Restructuring liabilities as of June 30, 2015
$
132

 
$
27

 
$
159


6


3. Income taxes
The effective tax rates for the three and six months ended June 30, 2015, were 17.2% and 15.4%, respectively, compared with 12.0% and 11.5% for the corresponding periods of the prior year. The effective rates are different from the federal statutory rates primarily as a result of indefinitely reinvested earnings of our foreign operations. We do not provide for U.S. income taxes on undistributed earnings of our foreign operations that are intended to be invested indefinitely outside of the United States. In addition, the effective tax rates for the three and six months ended June 30, 2015 and 2014, were reduced by foreign tax credits associated with the Puerto Rico excise tax described below.
The increase in our effective tax rate for the three months ended June 30, 2015, was due primarily to the unfavorable tax impact of changes in the jurisdictional mix of income and expenses.
The increase in our effective tax rate for the six months ended June 30, 2015, was due primarily to the unfavorable tax impact of changes in the jurisdictional mix of income and expenses, offset partially by a state tax audit settlement in the three months ended March 31, 2015.
Puerto Rico imposes an excise tax on the gross intercompany purchase price of goods and services from our manufacturing subsidiary in Puerto Rico. The rate is 4.0% effective July 1, 2013, through December 31, 2017. We account for the excise tax as a manufacturing cost that is capitalized in inventory and expensed in cost of sales when the related products are sold. For U.S. income tax purposes, the excise tax results in foreign tax credits that are generally recognized in our provision for income taxes when the excise tax is incurred.
One or more of our legal entities file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and certain foreign jurisdictions. Our income tax returns are routinely audited by the tax authorities in those jurisdictions. Significant disputes may arise with these tax authorities involving issues of the timing and amount of income and deductions, the use of tax credits and the allocations of income among various tax jurisdictions because of differing interpretations of tax laws and regulations. We are no longer subject to U.S. federal income tax examinations for years ended on or before December 31, 2009, or to California state income tax examinations for years ended on or before December 31, 2008.
During the three and six months ended June 30, 2015, the gross amount of our unrecognized tax benefits (UTBs) increased by approximately $110 million and $210 million, respectively, as a result of tax positions taken during the current year. The UTB balance decreased by approximately $70 million during the six months ended June 30, 2015, due to state tax audit settlements. Substantially all of the UTBs as of June 30, 2015, if recognized, would affect our effective tax rate.
4. Earnings per share
The computation of basic earnings per share (EPS) is based on the weighted-average number of our common shares outstanding. The computation of diluted EPS is based on the weighted-average number of our common shares outstanding and dilutive potential common shares, which include principally shares that may be issued under our stock option awards and restricted stock and performance unit awards, determined using the treasury stock method (collectively “dilutive securities”).
The computations for basic and diluted EPS were as follows (in millions, except per share data):
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Income (Numerator):
 
 
 
 
 
 
 
Net income for basic and diluted EPS
$
1,653

 
$
1,547

 
$
3,276

 
$
2,620

 
 
 
 
 
 
 
 
Shares (Denominator):
 
 
 
 
 
 
 
Weighted-average shares for basic EPS
760

 
759

 
761

 
758

Effect of dilutive securities
8

 
9

 
8

 
10

Weighted-average shares for diluted EPS
768

 
768

 
769

 
768

 
 
 
 
 
 
 
 
Basic EPS
$
2.18

 
$
2.04

 
$
4.30

 
$
3.46

Diluted EPS
$
2.15

 
$
2.01

 
$
4.26

 
$
3.41

For the three and six months ended June 30, 2015 and 2014, the number of anti-dilutive employee stock-based awards excluded from the computation of diluted EPS was not significant.

7


5. Collaborative arrangements
A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are both: (i) active participants in the activity; and (ii) exposed to significant risks and rewards dependent on the commercial success of the activity.
From time to time, we enter into collaborative arrangements for the R&D, manufacture and/or commercialization of products and/or product candidates. These collaborations generally provide for non-refundable upfront license fees, development and commercial performance milestone payments, cost sharing, royalty payments and/or profit sharing. Our collaboration agreements are performed with no guarantee of either technological or commercial success and each is unique in nature. Below are our significant arrangements which have had material changes in their terms since the filing of our Annual Report on Form 10-K for the year ended December 31, 2014.
AstraZeneca Plc.
We are in a collaboration with AstraZeneca Plc. (AstraZeneca) to jointly develop and commercialize certain antibodies from Amgen's clinical inflammation portfolio, including AMG 157, AMG 181, AMG 557 and AMG 570. The agreement covers the worldwide development and commercialization of these antibodies, except for AMG 557 and AMG 570 in Japan. AMG 139 and brodalumab were formerly part of the collaboration in certain territories. As of April 1, 2015, we have suspended our participation in the co-development and commercialization of AMG 139, with the option of resuming such participation at a later date. As of May 22, 2015, we have commenced termination of our participation in the co-development and commercialization of brodalumab based on events of suicidal ideation and behavior in the program.
Under the terms of the agreement, approximately 65% of related development costs for the 2012-2014 periods were funded by AstraZeneca; beginning in 2015, the companies share costs equally. For each remaining collaboration product approved for sale, Amgen would receive a mid-single-digit royalty, after which the worldwide commercialization profits and losses related to such remaining collaboration products would be shared equally. During the three months ended June 30, 2015 and 2014, cost recoveries recognized for development costs, which included brodalumab and AMG 139, were $3 million and $39 million, respectively, which were included in Research and development expense in the Condensed Consolidated Statements of Income. During the six months ended June 30, 2015 and 2014, the cost recoveries were $23 million and $49 million, respectively.
After Amgen's participation in the brodalumab program terminates under the agreement, which is expected to occur in the third quarter of 2015, the clinical development and commercialization of brodalumab will be at the sole discretion and expense of AstraZeneca. If AstraZeneca commercializes brodalumab, Amgen would receive a mid-single-digit to low-double-digit royalty on net sales of brodalumab.
The collaboration agreement will continue in effect unless terminated in accordance with its terms.
Bayer HealthCare Pharmaceuticals Inc.
We are in a collaboration with Bayer HealthCare Pharmaceuticals Inc. (Bayer) to jointly develop and commercialize Nexavar® (sorafenib) worldwide, except in Japan. The rights to develop and market Nexavar® in Japan are reserved to Bayer. Bayer has no obligation to pay royalties to Amgen for sales of Nexavar® in Japan.    
Nexavar® is currently marketed and sold in more than 100 countries around the world for the treatment of unresectable liver cancer and advanced kidney cancer. In the United States, Nexavar® is also approved for the treatment of patients with locally recurrent or metastatic, progressive, differentiated thyroid carcinoma refractory to radioactive iodine treatment.
In May 2015, we and Bayer amended the terms of the collaboration, which terminated the co-promotion agreement in the United States. The termination was effective as of June 30, 2015 and transferred all U.S. operational responsibilities to Bayer, including commercial and medical affairs activities. Prior to the termination of the co-promotion agreement, we co-promoted Nexavar® with Bayer and shared equally in the profits or losses in the United States. In lieu of this profit share, Bayer will now pay Amgen a royalty on U.S. sales of Nexavar® at a percentage rate in the high 30s. Amgen will no longer contribute sales force personnel or medical liaisons to support Nexavar® in the United States. There are no changes to the global research and development or non-U.S. profit share arrangements in the original agreement, as discussed below.
In all countries outside of the United States, excluding Japan, Bayer manages all commercialization activities and incurs all of the sales and marketing expenditures and mutually agreed R&D expenses, for which we continue to reimburse Bayer for half. In these countries, we continue to receive 50% of net profits on sales of Nexavar® after deducting certain Bayer-related costs.
The collaboration with Bayer will terminate at the later of the date when patents expire that were issued in connection with product candidates discovered under the agreement, or on the last day when we or Bayer market or sell collaboration products anywhere in the world.

8


The amendment to the collaboration is not expected to have a material impact on our consolidated results of operations. Prior to the amendment, Amgen was acting as an agent under the collaboration and as such, revenue was derived by calculating net sales of Nexavar® to third-party customers and deducting the cost of goods sold, distribution costs, marketing costs, phase 4 clinical trial costs, allocable overhead costs and certain other costs. During the three months ended June 30, 2015 and 2014, Amgen recorded net Nexavar® collaboration profits of $84 million and $87 million, respectively, which were recognized as Other revenues in the Condensed Consolidated Statements of Income. During the six months ended June 30, 2015 and 2014, the net collaboration profits were $156 million and $165 million, respectively. In addition, during the three months ended June 30, 2015 and 2014, net R&D expenses related to the collaboration were $7 million and $10 million, respectively, which were recognized in the Condensed Consolidated Statements of Income. During the six months ended June 30, 2015 and 2014, the net R&D expenses were $12 million and $21 million, respectively.
6. Available-for-sale investments
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of available-for-sale investments by type of security were as follows (in millions):
Type of security as of June 30, 2015
 
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Estimated
fair
value
U.S. Treasury securities
 
$
3,604

 
$
14

 
$
(8
)
 
$
3,610

Other government-related debt securities:
 
 
 
 
 
 
 
 
U.S.
 
551

 
1

 
(1
)
 
551

Foreign and other
 
1,718

 
19

 
(14
)
 
1,723

Corporate debt securities:
 
 
 
 
 
 
 
 
Financial
 
7,425

 
22

 
(21
)
 
7,426

Industrial
 
7,657

 
27

 
(55
)
 
7,629

Other
 
830

 
3

 
(4
)
 
829

Residential mortgage-backed securities
 
1,498

 
7

 
(8
)
 
1,497

Other mortgage- and asset-backed securities
 
2,053

 
1

 
(40
)
 
2,014

Money market mutual funds
 
2,951

 

 

 
2,951

Other short-term interest-bearing securities
 
1,284

 

 

 
1,284

Total interest-bearing securities
 
29,571

 
94

 
(151
)
 
29,514

Equity securities
 
97

 
82

 
(4
)
 
175

Total available-for-sale investments
 
$
29,668

 
$
176

 
$
(155
)
 
$
29,689



9


Type of security as of December 31, 2014

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Estimated
fair
value
U.S. Treasury securities

$
3,632


$
22


$
(8
)

$
3,646

Other government-related debt securities:








U.S.

530


1


(3
)

528

Foreign and other

1,572


21


(24
)

1,569

Corporate debt securities:








Financial

6,036


21


(16
)

6,041

Industrial

6,394


23


(66
)

6,351

Other

650


3


(4
)

649

Residential mortgage-backed securities

1,708


4


(10
)

1,702

Other mortgage- and asset-backed securities

1,837




(41
)

1,796

Money market mutual funds

3,004






3,004

Other short-term interest-bearing securities

1,302






1,302

Total interest-bearing securities

26,665


95


(172
)

26,588

Equity securities

98


48


(2
)

144

Total available-for-sale investments

$
26,763


$
143


$
(174
)

$
26,732

The fair values of available-for-sale investments by classification in the Condensed Consolidated Balance Sheets were as follows (in millions):
Classification in the Condensed Consolidated Balance Sheets
 
June 30,
2015
 
December 31,
2014
Cash and cash equivalents
 
$
3,316

 
$
3,293

Marketable securities
 
26,198

 
23,295

Other assets — noncurrent
 
175

 
144

Total available-for-sale investments
 
$
29,689

 
$
26,732

Cash and cash equivalents in the table above excludes cash of $479 million and $438 million as of June 30, 2015, and December 31, 2014, respectively.
The fair values of available-for-sale interest-bearing security investments by contractual maturity, except for mortgage- and asset-backed securities that do not have a single maturity date, were as follows (in millions):
Contractual maturity
 
June 30,
2015
 
December 31,
2014
Maturing in one year or less
 
$
4,701

 
$
4,936

Maturing after one year through three years
 
8,712

 
6,829

Maturing after three years through five years
 
8,900

 
7,840

Maturing after five years through ten years
 
3,468

 
3,267

Maturing after ten years
 
222

 
218

Mortgage- and asset-backed securities
 
3,511

 
3,498

Total interest-bearing securities
 
$
29,514

 
$
26,588

For the three months ended June 30, 2015 and 2014, realized gains totaled $18 million and $57 million, respectively, and realized losses totaled $27 million and $17 million, respectively. For the six months ended June 30, 2015 and 2014, realized gains totaled $54 million and $85 million, respectively, and realized losses totaled $98 million and $43 million, respectively. The cost of securities sold is based on the specific identification method.

10


The unrealized losses on available-for-sale investments and their related fair values were as follows (in millions):
 
 
Less than 12 months
 
12 months or greater
Type of security as of June 30, 2015
 
Fair value
 
Unrealized losses
 
Fair value
 
Unrealized losses
U.S. Treasury securities
 
$
1,522

 
$
(7
)
 
$
30

 
$
(1
)
Other government-related debt securities:
 

 

 

 

U.S.
 
275

 
(1
)
 
20

 

Foreign and other
 
701

 
(12
)
 
71

 
(2
)
Corporate debt securities:
 

 

 

 

Financial
 
3,539

 
(20
)
 
156

 
(1
)
Industrial
 
4,364

 
(51
)
 
307

 
(4
)
Other
 
358

 
(4
)
 
24

 

Residential mortgage-backed securities
 
464

 
(3
)
 
305

 
(5
)
Other mortgage- and asset-backed securities
 
1,020

 
(11
)
 
401

 
(29
)
Equity securities
 

 

 
2

 
(4
)
Total
 
$
12,243

 
$
(109
)
 
$
1,316

 
$
(46
)
    

 
 
Less than 12 months
 
12 months or greater
Type of security as of December 31, 2014
 
Fair value
 
Unrealized losses
 
Fair value
 
Unrealized losses
U.S. Treasury securities
 
$
1,770

 
$
(7
)
 
$
171

 
$
(1
)
Other government-related debt securities:
 

 

 

 

U.S.
 
160

 

 
178

 
(3
)
Foreign and other
 
514

 
(14
)
 
159

 
(10
)
Corporate debt securities:
 

 

 

 

Financial
 
3,150

 
(14
)
 
158

 
(2
)
Industrial
 
3,931

 
(62
)
 
222

 
(4
)
Other
 
354

 
(4
)
 
5

 

Residential mortgage-backed securities
 
614

 
(4
)
 
413

 
(6
)
Other mortgage- and asset-backed securities
 
1,071

 
(8
)
 
561

 
(33
)
Equity securities
 
5

 
(2
)
 

 

Total
 
$
11,569

 
$
(115
)
 
$
1,867

 
$
(59
)
The primary objective of our investment portfolio is to enhance overall returns in an efficient manner while maintaining safety of principal, prudent levels of liquidity and acceptable levels of risk. Our investment policy limits interest-bearing security investments to certain types of debt and money market instruments issued by institutions with primarily investment-grade credit ratings and places restrictions on maturities and concentration by asset class and issuer.
We review our available-for-sale investments for other-than-temporary declines in fair value below our cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable. This evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below our cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security, and the intent to sell, or whether we will more likely than not be required to sell, the security before recovery of its amortized cost basis. Our assessment of whether a security is other-than-temporarily impaired could change in the future due to new developments or changes in assumptions related to any particular security. As of June 30, 2015, and December 31, 2014, we believe the cost bases for our available-for-sale investments were recoverable in all material respects.

11


7. Inventories
Inventories consisted of the following (in millions):
 
June 30,
2015
 
December 31,
2014
Raw materials
$
221

 
$
198

Work in process
1,320

 
1,551

Finished goods
1,026

 
898

Total inventories
$
2,567

 
$
2,647

8. Goodwill and other intangible assets
Goodwill
Changes in the carrying amounts of goodwill were as follows (in millions):
 
Six months ended June 30,
 
2015
 
2014
Beginning balance
$
14,788

 
$
14,968

Goodwill related to acquisitions of businesses(1)

 
(128
)
Currency translation adjustments
(65
)
 
4

Ending balance
$
14,723

 
$
14,844

(1) 
Composed of goodwill recognized on the acquisition dates of business combinations and subsequent adjustments to these amounts resulting from changes to the acquisition date fair values of net assets acquired in the business combinations recorded during their respective measurement periods.
Identifiable intangible assets
Identifiable intangible assets consisted of the following (in millions):
 
June 30, 2015
 
December 31, 2014
 
Gross
carrying
amount
 
Accumulated
amortization
 
Intangible
assets, net
 
Gross
carrying
amount
 
Accumulated
amortization
 
Intangible
assets, net
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Developed product technology rights
$
10,796

 
$
(4,568
)
 
$
6,228

 
$
10,826

 
$
(4,155
)
 
$
6,671

Licensing rights
3,283

 
(847
)
 
2,436

 
3,236

 
(696
)
 
2,540

R&D technology rights
1,143

 
(600
)
 
543

 
1,167

 
(569
)
 
598

Marketing-related rights
1,222

 
(582
)
 
640

 
1,241

 
(512
)
 
729

Total finite-lived intangible assets
16,444

 
(6,597
)
 
9,847

 
16,470

 
(5,932
)
 
10,538

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
In-process research and development
2,141

 

 
2,141

 
2,155

 

 
2,155

Total identifiable intangible assets
$
18,585

 
$
(6,597
)
 
$
11,988

 
$
18,625

 
$
(5,932
)
 
$
12,693

Developed product technology rights consist of rights related to marketed products acquired in business combinations. Licensing rights are composed primarily of contractual rights acquired in business combinations to receive future milestones, royalties and profit sharing payments, capitalized payments to third parties for milestones related to regulatory approvals to commercialize products and up-front payments associated with royalty obligations for marketed products. R&D technology rights consist of technology used in R&D with alternative future uses. Marketing-related intangible assets are composed primarily of rights related to the sale and distribution of marketed products.
In-process research and development (IPR&D) consists of R&D projects acquired in a business combination which are not complete due to remaining technological risks and/or lack of receipt of the required regulatory approvals. These projects include Kyprolis® (carfilzomib) for Injection and oprozomib acquired in the acquisition of Onyx Pharmaceuticals Inc. (Onyx), AMG 416

12


acquired in the acquisition of KAI Pharmaceuticals and talimogene laherparepvec acquired in the acquisition of BioVex Group, Inc. (BioVex).
The U.S. Food and Drug Administration (FDA) is reviewing our talimogene laherparepvec Biologics License Application (BLA) for the treatment of patients with injectable regionally or distantly metastatic melanoma. The Prescription Drug User Fee Act (PDUFA) target action date for completion of the FDA's review is October 27, 2015. As of June 30, 2015, the carrying value of the IPR&D for talimogene laherparepvec was $675 million.
For all IPR&D projects, there are major risks and uncertainties associated with the timely and successful completion of development and commercialization of these product candidates, including our ability to confirm their safety and efficacy based on data from clinical trials, our ability to obtain necessary regulatory approvals and our ability to successfully complete these tasks within budgeted costs. We are not able to market a human therapeutic without obtaining regulatory approvals, and such approvals require completing clinical trials that demonstrate a product candidate is safe and effective. In addition, the availability and extent of coverage and reimbursement from third-party payers, including government healthcare programs and private insurance plans, impact the revenues a product can generate. Consequently, the eventual realized value, if any, of these acquired IPR&D projects may vary from their estimated fair values. IPR&D projects are reviewed annually for impairment and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For example, if the BLA for talimogene laherparepvec is not approved for treatment of patients with injectable regionally or distantly metastatic melanoma, we would be required to test the talimogene laherparepvec IPR&D asset for impairment again.
During the three months ended June 30, 2015 and 2014, we recognized amortization charges associated with our finite-lived intangible assets of $345 million and $341 million, respectively. During the six months ended June 30, 2015 and 2014, we recognized amortization charges associated with our finite-lived intangible assets of $686 million and $698 million, respectively. The total estimated amortization charges for our finite-lived intangible assets for the six months ending December 31, 2015, and the years ending December 31, 2016, 2017, 2018, 2019 and 2020, are $672 million, $1.3 billion, $1.2 billion, $1.0 billion, $948 million and $892 million, respectively.

13


9. Financing arrangements
The carrying values and the fixed contractual coupon rates, as applicable, of our long-term borrowings were as follows (in millions):
 
June 30,
2015
 
December 31,
2014
2.30% notes due 2016 (2.30% 2016 Notes)
$
750

 
$
749

2.50% notes due 2016 (2.50% 2016 Notes)
1,000

 
1,000

Floating Rate Notes due 2017
600

 
600

1.25% notes due 2017 (1.25% 2017 Notes)
849

 
849

2.125% notes due 2017 (2.125% 2017 Notes)
1,249

 
1,249

5.85% notes due 2017 (5.85% 2017 Notes)
1,100

 
1,100

6.15% notes due 2018 (6.15% 2018 Notes)
500

 
500

Term Loan due 2018
2,225

 
4,375

4.375% euro-denominated notes due 2018 (4.375% 2018 euro Notes)
615

 
668

Floating Rate Notes due 2019
250

 
250

2.20% notes due 2019 (2.20% 2019 Notes)
1,398

 
1,398

5.70% notes due 2019 (5.70% 2019 Notes)
999

 
999

2.125% euro-denominated notes due 2019 (2.125% 2019 euro Notes)
750

 
814

4.50% notes due 2020 (4.50% 2020 Notes)
300

 
300

2.125% notes due 2020 (2.125% 2020 Notes)
749

 

3.45% notes due 2020 (3.45% 2020 Notes)
898

 
898

4.10% notes due 2021 (4.10% 2021 Notes)
998

 
998

3.875% notes due 2021 (3.875% 2021 Notes)
1,747

 
1,747

2.70% notes due 2022 (2.70% 2022 Notes)
499

 

3.625% notes due 2022 (3.625% 2022 Notes)
747

 
747

3.625% notes due 2024 (3.625% 2024 Notes)
1,398

 
1,398

3.125% notes due 2025 (3.125% 2025 Notes)
995

 

5.50% pound-sterling-denominated notes due 2026 (5.50% 2026 pound sterling Notes)
742

 
735

4.00% pound-sterling-denominated notes due 2029 (4.00% 2029 pound sterling Notes)
1,086

 
1,076

6.375% notes due 2037 (6.375% 2037 Notes)
899

 
899

6.90% notes due 2038 (6.90% 2038 Notes)
499

 
499

6.40% notes due 2039 (6.40% 2039 Notes)
996

 
996

5.75% notes due 2040 (5.75% 2040 Notes)
697

 
697

4.95% notes due 2041 (4.95% 2041 Notes)
596

 
596

5.15% notes due 2041 (5.15% 2041 Notes)
2,233

 
2,233

5.65% notes due 2042 (5.65% 2042 Notes)
1,245

 
1,245

5.375% notes due 2043 (5.375% 2043 Notes)
1,000

 
1,000

4.40% notes due 2045 (4.40% 2045 Notes)
1,243

 

Other notes
100

 
100

Total debt
31,952

 
30,715

Less current portion
(1,250
)
 
(500
)
Total noncurrent debt
$
30,702

 
$
30,215


14


Debt repayments
During the six months ended June 30, 2015, we repaid $2.15 billion of principal on our Term Loan Credit Facility.
Debt issuances
In May 2015, we issued $3.5 billion aggregate principal amount of notes, composed of the 2.125% 2020 Notes, the 2.70% 2022 Notes, the 3.125% 2025 Notes and the 4.40% 2045 Notes. The notes may be redeemed at any time at our option, in whole or in part, at the principal amount of the notes being redeemed plus accrued and unpaid interest and, except as discussed below, a make-whole amount, as defined. The 2.125% 2020 Notes, the 2.70% 2022 Notes, the 3.125% 2025 Notes and the 4.40% 2045 Notes may be redeemed without payment of a make-whole amount if they are redeemed on or after one, two, three or six months, respectively, prior to their maturity dates. In the event of a change in control triggering event, as defined, we may be required to purchase all or a portion of the notes at a price equal to 101% of the principal amount of the notes plus accrued and unpaid interest. Debt issuance costs incurred in connection with the issuance of these notes totaling approximately $21 million are being amortized over the respective lives of the notes, and the related charge is included in Interest expense, net in the Condensed Consolidated Statements of Income.
10. Stockholders’ equity
Stock repurchase program
Activity under our stock repurchase program was as follows (in millions):
 
2015
 
2014
 
Shares    
 
Dollars    
 
Shares    
 
Dollars    
First quarter
2.9

 
$
451

 

 
$

Second quarter
3.3

 
515

 

 

Total stock repurchases
6.2

 
$
966

 

 
$

As of June 30, 2015, $2.9 billion remained available under our stock repurchase program.
Dividends
On December 17, 2014 and March 4, 2015 the Board of Directors declared quarterly cash dividends of $0.79 per share of common stock, which were paid on March 6 and June 5, 2015, respectively. On July 28, 2015, the Board of Directors declared a cash dividend of $0.79 per share of common stock, which will be paid on September 8, 2015, to all stockholders of record as of the close of business on August 17, 2015.
Accumulated other comprehensive income
The components of accumulated other comprehensive income (AOCI) were as follows (in millions):
 
Foreign
currency
translation
 
Cash flow
hedges
 
Available-for-sale
securities
 
Other
 
AOCI
Balance as of December 31, 2014
$
(264
)
 
$
290

 
$
(19
)
 
$
(15
)
 
$
(8
)
Foreign currency translation adjustments
(184
)
 

 

 

 
(184
)
Unrealized gains

 
168

 
188

 

 
356

Reclassification adjustments to income

 
114

 
35

 

 
149

Income taxes
11

 
(104
)
 
(83
)
 

 
(176
)
Balance as of March 31, 2015
$
(437
)
 
$
468

 
$
121

 
$
(15
)
 
$
137

Foreign currency translation adjustments
24

 

 

 

 
24

Unrealized gains (losses)

 
44

 
(180
)
 

 
(136
)
Reclassification adjustments to income

 
(226
)
 
9

 

 
(217
)
Income taxes
(6
)
 
67

 
63

 

 
124

Balance as of June 30, 2015
$
(419
)
 
$
353

 
$
13

 
$
(15
)
 
$
(68
)

15


The reclassifications out of AOCI to earnings were as follows (in millions):
 
 
Amounts reclassified out of AOCI
 
 
Components of AOCI
 
Three months ended June 30, 2015
 
Three months ended June 30, 2014
 
Line item affected in the Statements of Income
Cash flow hedges:
 
 
 
 
 
 
     Foreign currency contract gains
 
$
91

 
$

 
Product sales
     Cross-currency swap contract gains
 
136

 
48

 
Interest and other income, net
     Forward interest rate contract losses
 
(1
)
 

 
Interest expense
 
 
226

 
48

 
Total before income tax
 
 
(81
)
 
(18
)
 
Tax expense
 
 
$
145

 
$
30

 
Net of taxes
Available-for-sale securities:
 
 
 

 

     Net realized (losses) gains
 
$
(9
)
 
$
40

 
Interest and other income, net
 
 
3

 
(15
)
 
Tax benefit/(expense)
 
 
$
(6
)
 
$
25

 
Net of taxes
 
 
Amounts reclassified out of AOCI
 
 
Components of AOCI
 
Six months ended June 30, 2015
 
Six months ended June 30, 2014
 
Line item affected in the Statements of Income
Cash flow hedges:
 
 
 
 
 
 
     Foreign currency contract gains
 
$
160

 
$

 
Product sales
     Cross-currency swap contract (losses) gains
 
(47
)
 
62

 
Interest and other income, net
     Forward interest rate contract losses
 
(1
)
 

 
Interest expense
 
 
112

 
62

 
Total before income tax
 
 
(40
)
 
(23
)
 
Tax expense
 
 
$
72

 
$
39

 
Net of taxes
Available-for-sale securities:
 
 
 
 
 

     Net realized (losses) gains
 
$
(44
)
 
$
42

 
Interest and other income, net
 
 
16

 
(16
)
 
Tax benefit/(expense)
 
 
$
(28
)
 
$
26

 
Net of taxes




16


11. Fair value measurement
To estimate the fair values 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 the 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 the 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):
 
 
Quoted prices in
active markets for
identical assets
(Level 1)
 
Significant
other observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
 
Fair value measurement
 
 
 
 
 
as of June 30, 2015, using:
 
 
 
 
Total
Assets:
 
 
 
 
 
 
 
 
Available-for-sale investments:
 
 
 
 
 
 
 
 
U.S. Treasury securities
 
$
3,610

 
$

 
$

 
$
3,610

Other government-related debt securities:
 
 
 
 
 
 
 
 
U.S.
 

 
551

 

 
551

Foreign and other
 

 
1,723

 

 
1,723

Corporate debt securities:
 
 
 
 
 
 
 
 
Financial
 

 
7,426

 

 
7,426

Industrial
 

 
7,629

 

 
7,629

Other
 

 
829

 

 
829

Residential mortgage-backed securities
 

 
1,497

 

 
1,497

Other mortgage- and asset-backed securities
 

 
2,014

 

 
2,014

Money market mutual funds
 
2,951

 

 

 
2,951

Other short-term interest-bearing securities
 

 
1,284

 

 
1,284

Equity securities
 
175

 

 

 
175

Derivatives:
 
 
 
 
 
 
 
 
Foreign currency contracts
 

 
238

 

 
238

Cross-currency swap contracts
 

 
22

 

 
22

Interest rate swap contracts
 

 
50

 

 
50

Total assets
 
$
6,736

 
$
23,263

 
$

 
$
29,999

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
 
 
Foreign currency contracts
 
$

 
$
7

 
$

 
$
7

Cross-currency swap contracts
 

 
80

 

 
80

   Interest rate swap contracts
 

 
24

 

 
24

Contingent consideration obligations in connection with business combinations
 

 

 
215

 
215

Total liabilities
 
$

 
$
111

 
$
215

 
$
326


17


 
 
Quoted prices in
active markets for
identical assets
(Level 1)
 
Significant
other observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
 
Fair value measurement
 
 
 
 
 
as of December 31, 2014, using:
 
 
 
 
Total
Assets:
 
 
 
 
 
 
 
 
Available-for-sale investments:
 
 
 
 
 
 
 
 
U.S. Treasury securities
 
$
3,646

 
$

 
$

 
$
3,646

Other government-related debt securities:
 
 
 
 
 
 
 
 
U.S.
 

 
528

 

 
528

Foreign and other
 

 
1,569

 

 
1,569

Corporate debt securities:
 
 
 
 
 
 
 
 
Financial
 

 
6,041

 

 
6,041

Industrial
 

 
6,351

 

 
6,351

Other
 

 
649

 

 
649

Residential mortgage-backed securities
 

 
1,702

 

 
1,702

Other mortgage- and asset-backed securities
 

 
1,796

 

 
1,796

Money market mutual funds
 
3,004

 

 

 
3,004

Other short-term interest-bearing securities
 

 
1,302

 

 
1,302

Equity securities
 
144

 

 

 
144

Derivatives:
 
 
 
 
 
 
 


Foreign currency contracts
 

 
360

 

 
360

Cross-currency swap contracts
 

 
32

 

 
32

Interest rate swap contracts
 

 
46

 

 
46

Total assets
 
$
6,794

 
$
20,376

 
$

 
$
27,170

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
 
 
Foreign currency contracts
 
$

 
$
4

 
$

 
$
4

Cross-currency swap contracts
 

 
12

 

 
12

Interest rate swap contracts
 

 
26

 

 
26

Contingent consideration obligations in connection with business combinations
 

 

 
215

 
215

Total liabilities
 
$

 
$
42

 
$
215

 
$
257

The fair values of our U.S. Treasury securities, money market mutual funds and equity securities are based on quoted market prices in active markets with no valuation adjustment.
Most of our other government-related and corporate debt securities are investment grade with maturity dates of five years or less from the balance sheet date. Our other government-related debt securities portfolio is composed of securities with weighted-average credit ratings of A- or equivalent by Standard & Poor's Financial Services LLC (S&P) or Fitch Ratings, Inc. (Fitch), A by Moody's Investors Service, Inc. (Moody's); and our corporate debt securities portfolio has a weighted-average credit rating of BBB+ or equivalent by S&P or Moody's, and A- by Fitch. We estimate the fair values of these securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs.
Our residential mortgage-, other mortgage- and asset-backed securities portfolio is composed entirely of senior tranches, with credit ratings of AAA or equivalent by S&P, Moody's or Fitch. We estimate the fair values of these securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.
We value our other short-term interest-bearing securities at amortized cost, which approximates fair value given their near-term maturity dates.

18


All of our foreign currency forward and option derivatives contracts have maturities of three years or less and all are with counterparties that have minimum credit ratings of A- or equivalent by S&P, Moody’s or Fitch. We estimated the fair values of these contracts by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable, either directly or indirectly. These inputs include foreign currency rates, London Interbank Offered Rates (LIBOR) cash and swap rates and obligor credit default swap rates. In addition, inputs for our foreign currency option contracts also include implied volatility measures. These inputs, where applicable, are at commonly quoted intervals. See Note 12, Derivative instruments.
Our cross-currency swap contracts are with counterparties that have minimum credit ratings of A- or equivalent by S&P, Moody’s or Fitch. We estimated the fair values of these contracts by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs include foreign currency exchange rates, LIBOR, swap rates, obligor credit default swap rates and cross-currency basis swap spreads. See Note 12, Derivative instruments.
Our interest rate swap contracts are with counterparties that have minimum credit ratings of A- or equivalent by S&P, Moody’s or Fitch. We estimated the fair values of these contracts by using an income-based industry standard valuation model for which all significant inputs were observable either directly or indirectly. These inputs included LIBOR, swap rates and obligor credit default swap rates.
Contingent consideration obligations
We have incurred contingent consideration obligations as a result of our acquisition of a business and upon the assumption of contingent consideration obligations incurred by an acquired company discussed below. These contingent consideration obligations are recorded at their estimated fair values, and we revalue these obligations each reporting period until the related contingencies are resolved. The fair value measurements of these obligations are based on significant unobservable inputs related to product candidates acquired in the business combinations and are reviewed quarterly by management in our R&D and commercial sales organizations. These inputs include, as applicable, estimated probabilities and timing of achieving specified regulatory and commercial milestones and estimated annual sales. Significant changes which increase or decrease the probabilities of achieving the related regulatory and commercial events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated annual sales would result in corresponding increases or decreases in the fair values of these obligations, as applicable. Changes in fair values of contingent consideration obligations are recognized in Other operating expenses in the Condensed Consolidated Statements of Income.
Changes in the carrying amounts of contingent consideration obligations were as follows (in millions):
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Beginning balance
$
215

 
$
</