Contractual Obligations and Off-Balance Sheet Arrangements Payments due by period for our contractual obligations at December 31, 2020 were as follows: Obligations Expiring by Period Dollars in Millions Total 2021 2022 2023 2024 2025 Later Years Short-term borrowings $ 340  $ 340  $ —  $ —  $ —  $ —  $ —  Long-term debt 48,711  2,000  4,750  4,767  4,286  4,201  28,707  Interest on long-term debt 21,835  1,573  1,522  1,389  1,280  1,169  14,902  Operating leases 1,916  196  189  193  158  136  1,044  Purchase obligations 5,306  2,027  953  703  629  472  522  Uncertain tax positions 87  87  —  —  —  —  —  Deemed repatriation transition tax 3,295  339  339  567  798  1,008  244  Total $ 81,490  $ 6,562  $ 7,753  $ 7,619  $ 7,151  $ 6,986  $ 45,419  (a) (b) (c) (d) (a) Includes estimated future interest payments and periodic cash settlements of derivatives. (b) Refer to "Item 8. Financial Statements and Supplementary Data—Note 13. Leases” for further information regarding our leases. (c) Includes only short-term uncertain tax benefits because of uncertainties regarding the timing of resolution. (d) Excludes other non-current liabilities because of uncertainties regarding the timing of resolution. We are committed to an aggregate $22.0 billion of potential future research and development milestone payments to third parties for in-licensing, asset acquisitions and development programs including early-stage milestones of $8.1 billion (milestones achieved through Phase III clinical studies) and late-stage milestones of $13.9 billion (milestones achieved post Phase III clinical studies). Payments generally are due and payable only upon achievement of certain developmental and regulatory milestones for which the specific timing cannot be predicted. Certain agreements also provide for sales-based milestones aggregating to $14.7 billion that we would be obligated to pay to alliance partners upon achievement of certain sales levels in addition to royalties. We also have certain manufacturing, development and commercialization obligations in connection with alliance arrangements. It is not practicable to estimate the amount of these obligations. Refer to “Item 8. Financial Statements and Supplementary Data— Note 3. Alliances” for further information regarding our alliances. Contingent value rights were issued in connection with the Celgene acquisition. These rights were measured at fair value and payments were contingent upon the achievement of future regulatory milestones. Each CVR right entitled the shareholder to receive a one-time potential payment of $9.00 in cash only upon FDA approval of all three of the following milestones: (i) ozanimod by December 31, 2020, (ii) liso-cel (JCAR017) by December 31, 2020, and (iii) ide-cel (bb2121) by March 31, 2021. The contractual obligation to pay the contingent value rights terminated in January 2021 because the FDA did not approve liso-cel (JCAR017) by December 31, 2020. We do not have any off-balance sheet arrangements that are material or reasonably likely to become material to our financial condition or results of operations. As previously disclosed, on August 4, 2004, we entered into a final settlement with the SEC, concluding an investigation concerning certain wholesaler inventory and accounting matters. The settlement was reached through a Consent, a copy of which was attached as Exhibit 10 to our quarterly report on Form 10-Q for the period ended September 30, 2004. Under the terms of the Consent, we agreed, subject to certain defined exceptions, to limit sales of all products sold to our direct customers (including wholesalers, distributors, hospitals, retail outlets, pharmacies and government purchasers) based on expected demand or on amounts that do not exceed approximately one month of inventory on hand, without making a timely public disclosure of any change in practice. We also agreed in the Consent to certain measures that we have implemented including: (a) establishing a formal review and certification process of our annual and quarterly reports filed with the SEC; (b) establishing a business risk and disclosure group; (c) retaining an outside consultant to comprehensively study and help re-engineer our accounting and financial reporting processes; (d) publicly disclosing any sales incentives offered to direct customers for the purpose of inducing them to purchase products in excess of expected demand; and (e) ensuring that our budget process gives appropriate weight to inputs that come from the bottom to the top, and not just from the top to the bottom, and adequately documenting that process. We have established a company-wide policy concerning our sales to direct customers for the purpose of complying with the Consent, which includes the adoption of various procedures to monitor and limit sales to direct customers in accordance with the terms of the Consent. These procedures include a governance process to escalate to appropriate management levels potential questions or concerns regarding compliance with the policy and timely resolution of such questions or concerns. In addition, compliance with the policy is monitored on a regular basis. SEC Consent Order / FCPA Settlement 58