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 products 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.

The Company also uses equity collar contracts to manage exposure to market risk associated with certain equity investments.

All three 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 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 or requirements to post collateral (excluding equity collar contracts) by either the Company or the counter-party. For equity collar contracts, the Company pledged the underlying hedged marketable equity securities to the counter-party as collateral. 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 April 2, 2017, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps, interest rate swaps and equity collar contracts of $33.1 billion, $2.3 billion, $1.8 billion, and $0.2 billion respectively. As of January 1, 2017, the Company had notional amounts outstanding for forward foreign exchange contracts, cross currency interest rate swaps, interest rate swaps and equity collar contracts of $36.0 billion, $2.3 billion, $1.8 billion, and $0.3 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. Changes in the fair value of a derivative that is designated as a cash flow hedge and is highly effective 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. 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. Hedge ineffectiveness, if any, is included in current period earnings in Other (income) expense, net for forward foreign exchange contracts, cross currency interest rate swaps, net investment hedges and equity collar contracts. For interest rate swaps designated as fair value hedges, hedge ineffectiveness, if any, is included in current period earnings within interest expense. For the current reporting period, hedge ineffectiveness associated with interest rate swaps was not material.

During the fiscal second quarter of 2016, 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.

The change in the carrying value due to remeasurement of these Euro notes resulted in a $110 million pretax loss during the fiscal first quarter of 2017, resulting in a cumulative $265 million pretax gain from hedge inception through the fiscal first quarter of 2017 reflected in foreign currency translation adjustment, within the Consolidated Statements of Comprehensive Income.

As of April 2, 2017, the balance of deferred net losses on derivatives included in accumulated other comprehensive income was $330 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 designated as cash flow hedges for the fiscal first quarters in 2017 and 2016:



	Gain/(Loss) Recognized In Accumulated OCI⁽¹⁾					Gain/(Loss) Reclassified From Accumulated OCI Into Income⁽¹⁾				Gain/(Loss) Recognized In Other Income/Expense⁽²⁾
(Dollars in Millions)	Fiscal Three Months Ended
Cash Flow Hedges By Income Statement Caption	April 2, 2017			April 3, 2016		April 2, 2017		April 3, 2016		April 2, 2017		April 3, 2016
Sales to customers⁽³⁾	$	(13	)	—		(33	)	(18	)	—		—
Cost of products sold⁽³⁾	(97		)	(44	)	(31	)	(21	)	(17	)	(4	)
Research and development expense⁽³⁾	(109		)	(107	)	(102	)	(95	)	5		—
Interest (income)/Interest expense, net⁽⁴⁾	28			12		22		8		—		—
Other (income) expense, net^{(3) (5)}	(33		)	(52	)	(35	)	4		1		(3	)
Total	$	(224	)	(191	)	(179	)	(122	)	(11	)	(7	)

All amounts shown in the table above are net of tax.

(1) Effective portion

(2) Ineffective portion

(3) Forward foreign exchange contracts

(4) Cross currency interest rate swaps

(5) Includes equity collar contracts

For the fiscal first quarters ended April 2, 2017 and April 3, 2016, a loss of $29 million and $5 million, respectively, was recognized in Other (income) expense, net, relating to forward foreign exchange contracts not designated as hedging instruments.

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. The authoritative literature establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels within the hierarchy are described below with Level 1 having the highest priority and Level 3 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 did not have any other significant financial assets or liabilities which would require revised valuations under this standard that are recognized at fair value.

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 April 2, 2017 and January 1, 2017 were as follows:



	April 2, 2017					January 1, 2017
(Dollars in Millions)	Level 1		Level 2	Level 3	Total	Total⁽¹⁾
Derivatives designated as hedging instruments:
Assets:
Forward foreign exchange contracts⁽⁷⁾	$	—	291	—	291	747
Interest rate contracts ^(2)(4)(7)	—		29	—	29	31
Total	—		320	—	320	778
Liabilities:
Forward foreign exchange contracts⁽⁸⁾	—		576	—	576	723
Interest rate contracts ^(3)(4)(8)	—		345	—	345	382
Equity collar contracts ⁽⁸⁾	—		63	—	63	57
Total	—		984	—	984	1,162
Derivatives not designated as hedging instruments:
Assets:
Forward foreign exchange contracts⁽⁷⁾	—		26	—	26	34
Liabilities:
Forward foreign exchange contracts⁽⁸⁾	—		62	—	62	57
Available For Sale Other Investments:
Equity investments⁽⁵⁾	1,008		—	—	1,008	1,209
Debt securities⁽⁶⁾	$	—	26,808	—	26,808	12,087


(1)	2016 assets and liabilities are all classified as Level 2 with the exception of equity investments of $1,209 million, which are classified as Level 1.


(2)	Includes $21 million and $23 million of non-current other assets for April 2, 2017 and January 1, 2017, respectively.


(3)	Includes $345 million and $382 million of non-current other liabilities for April 2, 2017 and January 1, 2017, respectively.


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

(5)

Classified as non-current other assets with the exception of $246 million of current other assets for April 2, 2017. The original cost of the equity investments were $471 million and $520 million as of April 2, 2017 and January 1, 2017, respectively. The unrealized gains were $607 million and $757 million as of April 2, 2017 and January 1, 2017, respectively. The unrealized losses were $70 million and $68 million as of April 2, 2017 and January 1, 2017, respectively.


(6)	Classified as cash equivalents and current marketable securities.


(7)	Classified as other current assets.


(8)	Classified as accounts payable.

The Company's cash, cash equivalents and current marketable securities as of April 2, 2017 comprised:



	April 2, 2017
(Dollars in Millions)	Carrying Amount		Unrecognized Gain	Unrecognized Loss		Estimated Fair Value	Cash & Cash Equivalents	Current Marketable Securities
Cash	$	2,205	—	—		2,205	2,205
U.S. Gov't Securities⁽¹⁾	1,899		—	—		1,899	—	1,899
Other Sovereign Securities⁽¹⁾	90		—	—		90	—	90
U.S. Reverse repurchase agreements	4,726		—	—		4,726	4,726	—
Other Reverse repurchase agreements	214		—	—		214	214
Corporate debt securities⁽¹⁾	80		—	—		80	—	80
Money market funds	1,923		—	—		1,923	1,923
Time deposits⁽¹⁾	1,152		—	—		1,152	1,152
Subtotal	12,289		—	—		12,289	10,220	2,069
			Unrealized Gain	Unrealized Loss
Gov't securities	24,903		6	(42	)	24,867	10,689	14,178
Other Sovereign Securities	91		—	—		91	—	91
Corporate debt securities	1,857		2	(9	)	1,850	—	1,850
Equity investments	23		223	—		246	—	246
Subtotal Available for Sale⁽²⁾	$	26,874	231	(51	)	27,054	10,689	16,365
Total cash, cash equivalents and current marketable securities							20,909	18,434

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

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

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 for current operations and are classified as cash equivalents and current marketable securities.

The excess of the estimated fair value over the carrying value of cash equivalents and current marketable securities was $0.2 billion at January 1, 2017.

The contractual maturities of the available for sale securities at April 2, 2017 are as follows:



(Dollars in Millions)	Cost Basis		Fair Value
Due within one year	$	16,571	16,568
Due after one year through five years	10,280		10,240
Due after five years through ten years	—		—
Total debt securities	$	26,851	26,808

Financial Instruments not measured at Fair Value:

The following financial liabilities are held at carrying amount on the consolidated balance sheet as of April 2, 2017:



(Dollars in Millions)	Carrying Amount		Estimated Fair Value

Financial Liabilities

Current Debt	$	5,355	5,355

Non-Current Debt
5.15% Debentures due 2018	899		942
1.65% Notes due 2018	601		605
4.75% Notes due 2019 (1B Euro 1.0725)	1,069		1,204
1.875% Notes due 2019	501		505
0.89% Notes due 2019	300		301
1.125% Notes due 2019	699		696
3% Zero Coupon Convertible Subordinated Debentures due in 2020	83		142
2.95% Debentures due 2020	546		566
3.55% Notes due 2021	447		473
2.45% Notes due 2021	349		355
1.65% Notes due 2021	997		986
0.250% Notes due 2022 (1B Euro 1.0725)	1,069		1,072
2.25% Notes due 2022	994		995
6.73% Debentures due 2023	249		310
3.375% Notes due 2023	807		851
2.05% Notes due 2023	497		486
0.650% Notes due 2024 (750MM Euro 1.0725)	799		805
5.50% Notes due 2024 (500 MM GBP 1.2474)	617		804
2.45% Notes due 2026	1,989		1,915
2.95% Notes due 2027	995		996
1.150% Notes due 2028 (750MM Euro 1.0725)	796		805
6.95% Notes due 2029	296		401
4.95% Debentures due 2033	498		589
4.375% Notes due 2033	857		951
1.650% Notes due 2035 (1.5B Euro 1.0725)	1,590		1,646
3.55% Notes due 2036	987		981
5.95% Notes due 2037	990		1,290
3.625% Notes due 2037	1,485		1,473
5.85% Debentures due 2038	695		908
4.50% Debentures due 2040	537		592
4.85% Notes due 2041	296		345
4.50% Notes due 2043	495		548
3.70% Notes due 2046	1,970		1,929
3.75% Notes due 2047	990		982
Other	26		26
Total Non-Current Debt	$	27,015	28,475

The weighted average effective interest rate on non-current debt is 3.28%.

The excess of the estimated fair value over the carrying value of debt was $1.6 billion at January 1, 2017.

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