BRISTOL MYERS SQUIBB CO
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
10-Q
___________________________
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2023
OR
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number
001-01136
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization) |
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I.R.S
Employer
Identification No.)
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(Address of principal executive offices) (Zip Code)
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212
)
546-4200
(
Registrant’s telephone number, including area code
)
___________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 the filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes
☒
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 definition of “
large accelerated filer
,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
At April 20, 2023, there were
2,100,847,138
shares outstanding of the Registrant’s $0.10 par value common stock.
BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
March 31, 2023
| PART I—FINANCIAL INFORMATION | |||||
| Item 1. | |||||
| Item 2. | |||||
| Item 3. | |||||
| Item 4. | |||||
| PART II—OTHER INFORMATION | |||||
| Item 1. | |||||
| Item 1A. | |||||
| Item 2. | |||||
| Item 6. | |||||
* Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.
PART I—FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
Dollars in millions, except per share data
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| EARNINGS | 2023 | 2022 | |||||||||
| Net product sales | $ |
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$ |
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| Alliance and other revenues |
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| Total Revenues |
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Cost of products sold
(a)
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| Marketing, selling and administrative |
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| Research and development |
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| Acquired IPRD |
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| Amortization of acquired intangible assets |
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| Other (income)/expense, net |
(
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| Total Expenses |
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| Earnings before income taxes |
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| Provision for income taxes |
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| Net earnings |
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| Noncontrolling interest |
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| Net earnings attributable to BMS | $ |
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$ |
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| Earnings per common share: | |||||||||||
| Basic | $ |
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$ |
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| Diluted |
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(a)
Excludes amortization of acquired intangible assets
.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Dollars in millions
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| COMPREHENSIVE INCOME | 2023 | 2022 | |||||||||
| Net earnings | $ |
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$ |
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| Other comprehensive income, net of taxes and reclassifications to earnings: | |||||||||||
| Derivatives qualifying as cash flow hedges |
(
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| Pension and postretirement benefits |
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| Marketable debt securities |
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(
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| Foreign currency translation |
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(
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| Total Other comprehensive (loss)/income |
(
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| Comprehensive income |
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| Comprehensive income attributable to noncontrolling interest |
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| Comprehensive income attributable to BMS | $ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in millions
(UNAUDITED)
| ASSETS |
March 31,
2023 |
December 31,
2022 |
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| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Marketable debt securities |
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| Receivables |
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| Inventories |
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| Other current assets |
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| Total Current assets |
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| Property, plant and equipment |
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| Goodwill |
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| Other intangible assets |
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| Deferred income taxes |
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| Other non-current assets |
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| Total Assets | $ |
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$ |
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| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt obligations | $ |
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$ |
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| Accounts payable |
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| Other current liabilities |
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| Total Current liabilities |
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| Deferred income taxes |
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| Long-term debt |
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| Other non-current liabilities |
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| Total Liabilities |
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| Commitments and Contingencies |
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| EQUITY | |||||||||||
| BMS Shareholders’ equity: | |||||||||||
| Preferred stock |
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| Common stock |
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| Capital in excess of par value of stock |
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| Accumulated other comprehensive loss |
(
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(
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| Retained earnings |
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| Less cost of treasury stock |
(
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(
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| Total BMS Shareholders’ equity |
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| Noncontrolling interest |
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| Total Equity |
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| Total Liabilities and Equity | $ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in millions
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net earnings | $ |
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$ |
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| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization, net |
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| Deferred income taxes |
(
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(
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| Stock-based compensation |
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| Impairment charges |
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| Divestiture gains and royalties |
(
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(
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| Acquired IPRD |
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| Equity investment losses |
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| Other adjustments |
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| Changes in operating assets and liabilities: | |||||||||||
| Receivables |
(
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| Inventories |
(
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| Accounts payable |
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| Rebates and discounts |
(
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(
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| Income taxes payable |
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| Other |
(
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(
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| Net cash provided by operating activities |
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| Cash Flows From Investing Activities: | |||||||||||
| Sale and maturities of marketable debt securities |
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| Purchase of marketable debt securities |
(
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(
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| Proceeds from sales of equity investment securities |
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| Capital expenditures |
(
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(
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| Divestiture and other proceeds |
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| Acquisition and other payments, net of cash acquired |
(
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(
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| Net cash (used in)/provided by investing activities |
(
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| Cash Flows From Financing Activities: | |||||||||||
| Short-term debt obligations, net |
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| Issuance of long-term debt |
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| Repayment of long-term debt |
(
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(
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| Repurchase of common stock |
(
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(
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| Dividends |
(
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(
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| Stock option proceeds and other, net |
(
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| Net cash used in financing activities |
(
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(
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| Effect of exchange rates on cash, cash equivalents and restricted cash |
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| Decrease in cash, cash equivalents and restricted cash |
(
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(
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| Cash, cash equivalents and restricted cash at beginning of period |
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| Cash, cash equivalents and restricted cash at end of period | $ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
Note 1.
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS
Basis of Consolidation
Bristol-Myers Squibb Company ("BMS", "we", "our", "us" or "the Company") prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position of the Company as of March 31, 2023 and December 31, 2022, the results of operations and cash flows for the three months ended March 31, 2023 and 2022. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2022 included in the 2022 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.
Business Segment Information
BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with BMS's operational structure, the Chief Executive Officer ("CEO"), as the chief operating decision maker, manages and allocates resources at the global corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with our overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see "—Note 2. Revenue".
Use of Estimates and Judgments
Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for acquisitions; impairments of intangible assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.
Reclassifications
Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation.
Recently Adopted Accounting Standards
Fair Value Measurements
In June 2022, the FASB issued amended guidance on measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; the nature and remaining duration of the restriction(s); and the circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. Early adoption is permitted. The guidance was adopted on January 1, 2023 and the adoption did not have an impact on our consolidated financial statements.
6
Business Combinations
In October 2021, the FASB issued amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. The guidance is intended to address inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance generally by assessing how the acquiree applied recognition and measurement in their financial statements. The guidance was adopted on January 1, 2023 and the adoption did not have an impact on our consolidated financial statements.
Note 2.
REVENUE
The following table summarizes the disaggregation of revenue by nature:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Net product sales | $ |
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$ |
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| Alliance revenues |
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| Other revenues |
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| Total Revenues | $ |
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$ |
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The following table summarizes GTN adjustments:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Gross product sales | $ |
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$ |
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GTN adjustments
(a)
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| Charge-backs and cash discounts |
(
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(
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| Medicaid and Medicare rebates |
(
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(
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| Other rebates, returns, discounts and adjustments |
(
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(
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| Total GTN adjustments |
(
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(
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| Net product sales | $ |
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$ |
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(a) Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $
87
million and $
74
million for the three months ended March 31, 2023, and 2022, respectively.
7
The following table summarizes the disaggregation of revenue by product and region:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| In-Line Products | |||||||||||
| Eliquis | $ |
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$ |
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| Opdivo |
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| Pomalyst/Imnovid |
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| Orencia |
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| Sprycel |
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| Yervoy |
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| Mature and other products |
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| Total In-Line Products |
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| New Product Portfolio | |||||||||||
| Reblozyl |
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| Abecma |
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| Opdualag |
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| Zeposia |
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| Breyanzi |
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| Onureg |
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| Inrebic |
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| Camzyos |
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| Sotyktu |
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| Total New Product Portfolio |
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| Total In-Line Products and New Product Portfolio |
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Recent LOE Products
(a)
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| Revlimid |
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| Abraxane |
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| Total Recent LOE Products |
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| Total revenues | $ |
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$ |
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| United States | $ |
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$ |
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| International |
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Other
(b)
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| Total revenues | $ |
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$ |
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(a) Recent LOE Products include products with significant decline in revenue from the prior reporting period as a result of a loss of exclusivity.
(b) Other revenues include royalties and alliance-related revenues for products not sold by BMS's regional commercial organizations.
Revenue recognized from performance obligations satisfied in prior periods was $
166
million and $
147
million for the three months ended March 31, 2023 and 2022, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.
Note 3.
ALLIANCES
BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS refers to these collaborations as alliances and its partners as alliance partners.
8
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Revenues from alliances | |||||||||||
| Net product sales | $ |
|
$ |
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| Alliance revenues |
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| Total alliance revenues | $ |
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$ |
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| Payments to/(from) alliance partners | |||||||||||
| Cost of products sold | $ |
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$ |
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| Marketing, selling and administrative |
(
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(
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| Research and development |
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| Other (income)/expense, net |
(
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(
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| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
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| Selected alliance balance sheet information | |||||||||||
| Receivables – from alliance partners | $ |
|
$ |
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| Accounts payable – to alliance partners |
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|
Deferred income – from alliances
(a)
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Note 4.
DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS
Divestitures
The following table summarizes the financial impact of divestitures including royalties, which are included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| Net Proceeds | Divestiture (Gains)/Losses | Royalty Income | |||||||||||||||||||||||||||||||||
| Dollars in millions | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
|
Diabetes business
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
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$ |
(
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| Mature products and other |
|
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(
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(
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| Total | $ |
|
$ |
|
$ |
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||||||||||
Mature Products and Other
During the first quarter of 2022, product rights to several mature products were sold to Cheplapharm, resulting in cash proceeds of $
221
million and a divestiture gain of $
211
million.
9
Licensing and Other Arrangements
The following table summarizes the financial impact of
Keytruda*
royalties,
Tecentriq*
royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
|
Keytruda
* royalties
|
$ |
(
|
$ |
(
|
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|
Tecentriq
* royalties
|
(
|
(
|
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| Contingent milestone income |
(
|
(
|
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| Amortization of deferred income |
(
|
(
|
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| Other royalties and licensing income |
(
|
(
|
|||||||||
| Total | $ |
(
|
$ |
(
|
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Immatics
During the first quarter of 2022, BMS obtained a global exclusive license to Immatics' TCR bispecific IMA401 program. which is being studied in oncology. The trial commenced in May 2022. BMS and Immatics collaborate on the development and BMS will be responsible for the commercialization of IMA401 worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. Immatics has the option to co-fund U.S. development in exchange for enhanced U.S. royalty payments and/or to co-promote IMA401 in the U.S. The transaction included an upfront payment of $
150
million which was expensed to Acquired IPRD in the first quarter of 2022. Immatics is eligible to receive contingent development, regulatory and sales-based milestones of up to $
770
million as well as royalties on global net sales.
Dragonfly
During the first quarter of 2022, a Phase I development milestone for interleukin-12 ("IL-12") was achieved resulting in a $
175
million payment to Dragonfly and an Acquired IPRD charge. The parties also amended the terms of three future milestones by requiring the achievement of certain criteria by specified dates unless BMS notifies Dragonfly that it will discontinue development of IL-12.
During the first quarter of 2023, BMS notified Dragonfly that it was terminating the global exclusive license that relates to Dragonfly’s IL-12. All rights to IL-12 were reverted back to Dragonfly effective April 18, 2023.
Other
Nimbus Change of Control Income
During the first quarter of 2022, BMS and Nimbus Therapeutics entered into a settlement resolving all legal claims and business interests pertaining to Nimbus' TYK2 inhibitor resulting in $
40
million of income included in Other (income)/expense. The settlement also provides for BMS to receive additional amounts for contingent development, regulatory approval and sales-based milestones and
10
% of any change in control proceeds received by Nimbus Therapeutics related to its TYK2 inhibitor. In February 2023, Takeda acquired
100
% ownership of Nimbus Therapeutics' TYK2 inhibitor for approximately $
4.0
billion in upfront proceeds plus contingent sales-based milestones aggregating up to $
2.0
billion. As a result, $
400
million of income related to the change of control provision is included in Other (income)/expense during the first quarter of 2023 and is expected to be received in the second quarter of 2023.
10
Note 5.
OTHER (INCOME)/EXPENSE, NET
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Interest expense (Note 10) | $ |
|
$ |
|
|||||||
| Royalty and licensing income (Note 4) |
(
|
(
|
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| Royalty income - divestiture (Note 4) |
(
|
(
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| Equity investment losses (Note 9) |
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| Integration expenses (Note 6) |
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| Loss on debt redemption (Note 10) |
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| Divestiture gains (Note 4) |
|
(
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|
Litigation and other settlements
(a)
|
(
|
(
|
|||||||||
| Investment income |
(
|
(
|
|||||||||
| Provision for restructuring (Note 6) |
|
|
|||||||||
| Other |
(
|
|
|||||||||
| Other (income)/expense, net | $ |
(
|
$ |
|
|||||||
(a) Includes $
400
million of income recorded in connection with Nimbus' TYK2 program change of control provision for the three months ended March 31, 2023. Refer to "—Note 4. Divestitures, Licensing and Other Arrangements" for further information.
Note 6.
RESTRUCTURING
Celgene Acquisition Plan
As part of the Celgene Acquisition Plan, the Company expects to incur charges of approximately $
3.5
billion, including cash outlays of approximately $
3.1
billion. Cumulative charges of approximately $
3.1
billion have been recognized to date including integration planning and execution expenses, employee termination benefit costs and accelerated stock-based compensation, contract termination costs and other shutdown costs associated with site exits. The remaining charges are primarily related to IT system integration which are expected to be incurred through 2024.
Other Restructuring
Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from the Turning Point acquisition in 2022 and the MyoKardia acquisition in 2020. Charges of approximately $
250
million are expected to be incurred through the end of 2023 and consist of integration planning and execution expenses, employee termination benefit costs and other costs. Cumulative charges of approximately $
180
million have been recognized for these actions to date. In the first quarter of 2023, certain restructuring activities occurred resulting in employee termination costs of $
61
million, which are primarily attributed to changes in our operating model to accelerate the delivery of medicines to patients.
The following provides the charges related to restructuring initiatives by type of cost:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Celgene Acquisition Plan | $ |
|
$ |
|
|||||||
| Other Restructuring |
|
|
|||||||||
| Total charges | $ |
|
$ |
|
|||||||
| Employee termination costs | $ |
|
$ |
|
|||||||
| Other termination costs |
|
|
|||||||||
| Provision for restructuring |
|
|
|||||||||
| Integration expenses |
|
|
|||||||||
| Accelerated depreciation |
|
|
|||||||||
| Total charges | $ |
|
$ |
|
|||||||
| Cost of products sold | $ |
|
$ |
|
|||||||
| Marketing, selling and administrative |
|
|
|||||||||
| Other (income)/expense, net |
|
|
|||||||||
| Total charges | $ |
|
$ |
|
|||||||
11
The following summarizes the charges and spending related to restructuring plan activities:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Beginning balance | $ |
|
$ |
|
|||||||
|
Provision for restructuring
(a)
|
|
|
|||||||||
| Foreign currency translation and other |
|
(
|
|||||||||
| Payments |
(
|
(
|
|||||||||
| Ending balance | $ |
|
$ |
|
|||||||
Note 7.
INCOME TAXES
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Earnings before income taxes | $ |
|
$ |
|
|||||||
| Provision for income taxes |
|
|
|||||||||
| Effective tax rate |
|
% |
|
% | |||||||
Income taxes in interim periods are determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The
5.7
% decrease in our effective tax rate is primarily due to jurisdictional earnings mix resulting from amortization of acquired intangible assets, equity investment losses, litigation and other settlements, as well as releases of income tax reserves of $
89
million related to the resolution of Celgene's 2009-2011 IRS audits, partially offset by the impact of changes in our Puerto Rico tax decree that eliminated a previously creditable excise tax. Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the relevant tax code. Income tax payments were $
149
million and $
255
million for the three months ended March 31, 2023 and 2022, respectively.
BMS is currently under examination by a number of tax authorities that proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and continues to work cooperatively with the IRS to resolve these issues. In the fourth quarter of 2022, BMS entered the IRS administrative appeals process to resolve these matters. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements.
It is reasonably possible that the amount of unrecognized tax benefits as of March 31, 2023 could decrease in the range of approximately $
40
million to $
60
million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.
It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits, however, an estimate of such increases cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by jurisdiction.
Note 8.
EARNINGS PER SHARE
| Three Months Ended March 31, | |||||||||||
| Dollars in millions, except per share data | 2023 | 2022 | |||||||||
| Net earnings attributable to BMS | $ |
|
$ |
|
|||||||
| Weighted-average common shares outstanding – basic |
|
|
|||||||||
| Incremental shares attributable to share-based compensation plans |
|
|
|||||||||
| Weighted-average common shares outstanding – diluted |
|
|
|||||||||
| Earnings per common share | |||||||||||
| Basic | $ |
|
$ |
|
|||||||
| Diluted |
|
|
|||||||||
12
Note 9.
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Dollars in millions | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||||||||||||||
| Money market and other securities | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Marketable debt securities | |||||||||||||||||||||||||||||||||||
| Certificates of deposit |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Commercial paper |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Derivative assets |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Equity investments |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Derivative liabilities |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Contingent consideration liability | |||||||||||||||||||||||||||||||||||
| Contingent value rights |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Other acquisition related contingent consideration |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2022 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were not material as of March 31, 2023 and December 31, 2022.
Marketable Debt Securities
The following table summarizes marketable debt securities:
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | Amortized Cost | Gross Unrealized | Amortized Cost | Gross Unrealized | |||||||||||||||||||||||||||||||||||||||||||
| Gains | Losses | Fair Value | Gains | Losses | Fair Value | ||||||||||||||||||||||||||||||||||||||||||
| Certificates of deposit | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Commercial paper |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Total marketable debt securities
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
(a) All marketable debt securities mature within one year as of March 31, 2023, and December 31, 2022.
13
Equity Investments
The following summarizes the carrying amount of equity investments:
| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Equity investments with readily determinable fair values | $ |
|
$ |
|
|||||||
| Equity investments without readily determinable fair values |
|
|
|||||||||
| Limited partnerships and other equity method investments |
|
|
|||||||||
| Total equity investments | $ |
|
$ |
|
|||||||
The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Equity investments with readily determinable fair values | |||||||||||
| Net loss recognized | $ |
|
$ |
|
|||||||
| Net gain recognized on investments sold |
(
|
|
|||||||||
| Net unrealized loss recognized on investments still held |
|
|
|||||||||
| Equity investments without readily determinable fair values | |||||||||||
| Upward adjustments |
(
|
(
|
|||||||||
| Impairments and downward adjustments |
|
|
|||||||||
| Equity in net loss of affiliates |
|
|
|||||||||
| Total Equity investment losses | $ |
|
$ |
|
|||||||
Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without readily determinable fair values still held as of March 31, 2023 were $
186
million and $
61
million, respectively.
Qualifying Hedges and Non-Qualifying Derivatives
Cash Flow Hedges
BMS enters into foreign currency forward and purchased local currency put option contracts (foreign exchange contracts) to hedge certain forecasted intercompany inventory sales and certain other foreign currency transactions. The objective of these foreign exchange contracts is to reduce 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 and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheet. Changes in fair value for these foreign exchange contracts, which are designated as cash flow hedges, is temporarily recorded in Accumulated other comprehensive loss ("AOCL") and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). As of March 31, 2023, assuming market rates remain constant through contract maturities, we expect to reclassify pre-tax gains of $
156
million into cost of products sold for our foreign exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $
4.9
billion for the euro contracts and $
1.3
billion for Japanese yen contracts as of March 31, 2023.
14
BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $
1.2
billion as of March 31, 2023.
Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency exchange contracts not designated as a cash flow hedge offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.
Net Investment Hedges
Cross-currency swap contracts of $
1.3
billion as of March 31, 2023 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability on the consolidated balance sheet. The notional amount of outstanding cross-currency swap contracts was primarily attributed to the Japanese yen of $
509
million and euro of $
584
million as of March 31, 2023.
During the first quarter 2023, the Company de-designated its remaining net investment hedge in debt denominated in euros of €
375
million. The related net investment hedge was entered into to hedge euro currency exposures of the net investment in certain foreign affiliates and was recognized in long-term debt. The effective portion of foreign exchange gain or loss on the remeasurement of debt denominated in euros was included in the foreign currency translation component of AOCL with the related offset in Long-term debt.
During the three months ended March 31, 2023, the amortization of gains related to the portion of our net investment hedges that was excluded from the assessment of effectiveness was not material.
Fair Value Hedges
Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR (
4.86
% as of March 31, 2023) plus an interest rate spread of
4.6
%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.
Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.
15
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
|
Asset
(a)
|
Liability
(b)
|
Asset
(a)
|
Liability
(b)
|
||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | Notional | Fair Value | Notional | Fair Value | Notional | Fair Value | Notional | Fair Value | |||||||||||||||||||||||||||||||||||||||
| Designated as cash flow hedges | |||||||||||||||||||||||||||||||||||||||||||||||
|
Foreign currency exchange contracts
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
$ |
(
|
|||||||||||||||||||||||||||||||
| Cross-currency swap contracts |
|
|
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||||||||||||
| Designated as net investment hedges | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency swap contracts |
|
|
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||||||||||||
| Designated as fair value hedges | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap contracts |
|
|
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||||||||||||
| Not designated as hedges | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency exchange contracts |
|
|
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||||||||||||
|
Total return swap contracts
(c)
|
|
|
|
|
|
|
|
(
|
|||||||||||||||||||||||||||||||||||||||
(a) Included in Other current assets and Other non-current assets.
(b) Included in Other current liabilities and Other non-current liabilities.
(c) Total return swap contracts hedge changes in fair value of certain deferred compensation liabilities.
The following table summarizes the financial statement classification and amount of (gain)/loss recognized on hedges:
| Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | ||||||||||||||||||||||
| Dollars in millions | Cost of products sold | Other (income)/expense, net | Cost of products sold | Other (income)/expense, net | |||||||||||||||||||
| Foreign currency exchange contracts | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Cross-currency swap contracts |
|
(
|
|
(
|
|||||||||||||||||||
| Interest rate swap contracts |
|
(
|
|
(
|
|||||||||||||||||||
The following table summarizes the effect of derivative and non-derivative instruments designated as hedges in Other comprehensive income:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Derivatives designated as cash flow hedges | |||||||||||
| Foreign exchange contracts gain/(loss): | |||||||||||
| Recognized in Other comprehensive income | $ |
(
|
$ |
|
|||||||
| Reclassified to Cost of products sold |
(
|
(
|
|||||||||
| Cross-currency swap contracts gain/(loss): | |||||||||||
| Recognized in Other comprehensive income |
(
|
|
|||||||||
| Reclassified to Other (income)/expense, net |
(
|
|
|||||||||
| Forward starting interest rate swap contract loss: | |||||||||||
| Reclassified to Other (income)/expense, net |
|
(
|
|||||||||
| Derivatives designated as net investment hedges | |||||||||||
| Cross-currency swap contracts gain/(loss): | |||||||||||
| Recognized in Other comprehensive income |
|
|
|||||||||
| Non-derivatives designated as net investment hedges | |||||||||||
| Non U.S. dollar borrowings gain/(loss): | |||||||||||
| Recognized in Other comprehensive income |
(
|
|
|||||||||
16
Note 10.
FINANCING ARRANGEMENTS
Short-term debt obligations include:
| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Non-U.S. short-term borrowings | $ |
|
$ |
|
|||||||
| Current portion of Long-term debt |
|
|
|||||||||
| Other |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
Long-term debt and the current portion of Long-term debt include:
| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Principal value | $ |
|
$ |
|
|||||||
| Adjustments to principal value: | |||||||||||
| Fair value of interest rate swap contracts |
(
|
(
|
|||||||||
| Unamortized basis adjustment from swap terminations |
|
|
|||||||||
| Unamortized bond discounts and issuance costs |
(
|
(
|
|||||||||
| Unamortized purchase price adjustments of Celgene debt |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
| Current portion of Long-term debt | $ |
|
$ |
|
|||||||
| Long-term debt |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
The fair value of Long-term debt was $
34.5
billion as of March 31, 2023 and $
34.9
billion as of December 31, 2022 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of short-term borrowings approximates the carrying value due to the short maturities of the debt instruments.
During the first quarter of 2023, $
1.6
billion of debt matured and was repaid including $
750
million
2.750
% Notes and $
890
million
3.250
% Notes.
During the first quarter of 2022, BMS issued an aggregate principal amount of $
6.0
billion of debt, with maturity dates ranging from 2032 to 2062, with net proceeds of $
5.9
billion. The notes rank equally in right of payment with all of BMS's existing and future senior unsecured indebtedness and are redeemable at any time, in whole, or in part, at varying specified redemption prices plus accrued and unpaid interest. In addition, BMS purchased an aggregate principal amount of $
5.2
billion of certain of its debt securities for $
5.8
billion of cash in tender offers. In connection with this transaction, a $
275
million net loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net.
Interest payments were $
324
million and $
377
million for the three months ended March 31, 2023 and 2022, respectively, net of amounts related to interest rate swap contracts.
Credit Facilities
As of March 31, 2023, BMS had a
five-year
$
5.0
billion revolving credit facility expiring in January 2028, which is extendable annually by
one year
with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings.
No
borrowings were outstanding under the revolving credit facility as of March 31, 2023 and December 31, 2022.
17
Note 11.
RECEIVABLES
| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Trade receivables | $ |
|
$ |
|
|||||||
| Less: charge-backs and cash discounts |
(
|
(
|
|||||||||
| Less: allowance for expected credit loss |
(
|
(
|
|||||||||
| Net trade receivables |
|
|
|||||||||
| Alliance, royalties, VAT and other |
|
|
|||||||||
| Receivables | $ |
|
$ |
|
|||||||
Non-U.S. receivables sold on a nonrecourse basis were $
239
million and $
423
million for the three months ended March 31, 2023 and 2022, respectively. Receivables from the
three
largest customers in the U.S. represented
69
% and
66
% of total trade receivables as of March 31, 2023 and December 31, 2022, respectively.
Note 12.
INVENTORIES
| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Finished goods | $ |
|
$ |
|
|||||||
| Work in process |
|
|
|||||||||
| Raw and packaging materials |
|
|
|||||||||
| Total inventories | $ |
|
$ |
|
|||||||
| Inventories | $ |
|
$ |
|
|||||||
| Other non-current assets |
|
|
|||||||||
The fair value adjustments related to the Celgene acquisition were $
32
million and $
84
million as of March 31, 2023 and December 31, 2022, respectively.
Note 13.
PROPERTY, PLANT AND EQUIPMENT
| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Land | $ |
|
$ |
|
|||||||
| Buildings |
|
|
|||||||||
| Machinery, equipment and fixtures |
|
|
|||||||||
| Construction in progress |
|
|
|||||||||
| Gross property, plant and equipment |
|
|
|||||||||
| Less accumulated depreciation |
(
|
(
|
|||||||||
| Property, plant and equipment | $ |
|
$ |
|
|||||||
Depreciation expense was $
146
million and $
145
million for the three months ended March 31, 2023 and 2022, respectively.
18
Note 14.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amounts in Goodwill were as follows:
| Dollars in millions | |||||
| Balance at December 31, 2022 | $ |
|
|||
| Currency translation and other adjustments |
|
||||
| Balance at March 31, 2023 | $ |
|
|||
Other Intangible Assets
Other intangible assets consisted of the following:
|
Estimated
Useful Lives |
March 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||
| Dollars in Millions | Gross carrying amounts | Accumulated amortization | Other intangible assets, net | Gross carrying amounts | Accumulated amortization | Other intangible assets, net | |||||||||||||||||||||||||||||||||||
| Licenses |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||||||||
| Acquired marketed product rights |
|
|
(
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||
| Capitalized software |
|
|
(
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||
| IPRD |
|
— |
|
|
— |
|
|||||||||||||||||||||||||||||||||||
| Total | $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||
Amortization expense of Other intangible assets was $
2.3
billion and $
2.5
billion for the three months ended March 31, 2023 and 2022, respectively.
IPRD impairment charges were $
20
million in the first quarter of 2023 and $
40
million in the first quarter of 2022 and were included in Research and development expense. The charges represented full write-downs.
Note 15.
SUPPLEMENTAL FINANCIAL INFORMATION
| Dollars in millions |
March 31,
2023 |
December 31, 2022 | |||||||||
| Income taxes | $ |
|
$ |
|
|||||||
| Research and development |
|
|
|||||||||
| Contract assets |
|
|
|||||||||
|
Restricted cash
(a)
|
|
|
|||||||||
| Other |
|
|
|||||||||
| Other current assets | $ |
|
$ |
|
|||||||
| Dollars in millions |
March 31,
2023 |
December 31, 2022 | |||||||||
| Equity investments | $ |
|
$ |
|
|||||||
| Inventories |
|
|
|||||||||
| Operating leases |
|
|
|||||||||
| Pension and postretirement |
|
|
|||||||||
| Research and development |
|
|
|||||||||
|
Restricted cash
(a)
|
|
|
|||||||||
| Other |
|
|
|||||||||
| Other non-current assets | $ |
|
$ |
|
|||||||
19
| Dollars in millions |
March 31,
2023 |
December 31, 2022 | |||||||||
| Rebates and discounts | $ |
|
$ |
|
|||||||
| Income taxes |
|
|
|||||||||
| Employee compensation and benefits |
|
|
|||||||||
| Research and development |
|
|
|||||||||
| Dividends |
|
|
|||||||||
| Interest |
|
|
|||||||||
| Royalties |
|
|
|||||||||
| Operating leases |
|
|
|||||||||
| Other |
|
|
|||||||||
| Other current liabilities | $ |
|
$ |
|
|||||||
| Dollars in millions |
March 31,
2023 |
December 31, 2022 | |||||||||
| Income taxes | $ |
|
$ |
|
|||||||
| Pension and postretirement |
|
|
|||||||||
| Operating leases |
|
|
|||||||||
| Deferred income |
|
|
|||||||||
| Deferred compensation |
|
|
|||||||||
| Other |
|
|
|||||||||
| Other non-current liabilities | $ |
|
$ |
|
|||||||
20
Note 16.
EQUITY
The following table summarizes changes in equity for the three months ended March 31, 2023:
| Common Stock | Capital in Excess of Par Value of Stock | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||
| Dollars and shares in millions | Shares | Par Value | Shares | Cost | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — |
|
— | — |
|
|||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — |
(
|
— | — | — | — | |||||||||||||||||||||||||||||||||||||||
|
Cash dividends declared $
|
— | — | — | — |
(
|
— | — | — | |||||||||||||||||||||||||||||||||||||||
| Share repurchase program | — | — | — | — | — |
|
(
|
— | |||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — |
(
|
— | — |
(
|
|
— | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||
The following table summarizes changes in equity for the three months ended March 31, 2022:
| Common Stock | Capital in Excess of Par Value of Stock | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||
| Dollars and shares in millions | Shares | Par Value | Shares | Cost | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — |
|
— | — |
|
|||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — |
|
— | — | — | — | |||||||||||||||||||||||||||||||||||||||
|
Cash dividends declared $
|
— | — | — | — |
(
|
— | — | — | |||||||||||||||||||||||||||||||||||||||
| Share repurchase program | — | — |
(
|
— | — |
|
(
|
— | |||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — |
|
— | — |
(
|
|
— | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||
BMS repurchased
3.7
million shares of its common stock for $
250
million in the first quarter of 2023. The remaining share repurchase capacity under the BMS share repurchase program was approximately $
6.9
billion as of March 31, 2023.
During the first quarter of 2022, BMS entered into accelerated share repurchase ("ASR") agreements to repurchase an aggregate amount of $
5.0
billion of the Company's common stock. The ASR agreements were funded with cash on-hand and
65
million shares of common stock (85% of the $
5.0
billion aggregate repurchase price) were received by BMS and included in treasury stock.
21
The following table summarizes the changes in Other comprehensive income by component:
| Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | ||||||||||||||||||||||||||||||||||
| Dollars in millions | Pretax | Tax | After Tax | Pretax | Tax | After Tax | |||||||||||||||||||||||||||||
| Derivatives qualifying as cash flow hedges | |||||||||||||||||||||||||||||||||||
| Recognized in Other comprehensive income | $ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||
|
Reclassified to net earnings
(a)
|
(
|
|
(
|
(
|
|
(
|
|||||||||||||||||||||||||||||
| Derivatives qualifying as cash flow hedges |
(
|
|
(
|
|
(
|
|
|||||||||||||||||||||||||||||
| Pension and postretirement benefits | |||||||||||||||||||||||||||||||||||
| Actuarial gains/(losses) |
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||
|
Amortization
(b)
|
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||
|
Settlements
(b)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Pension and postretirement benefits |
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Marketable debt securities | |||||||||||||||||||||||||||||||||||
| Unrealized (losses)/gains |
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||
| Foreign currency translation |
|
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||
| Other comprehensive income | $ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||
(a)
Included in Cost of products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.
(b)
Included in Other (income)/expense, net.
The accumulated balances related to each component of Other comprehensive income, net of taxes, were as follows:
| Dollars in millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Derivatives qualifying as cash flow hedges | $ |
|
$ |
|
|||||||
| Pension and postretirement benefits |
(
|
(
|
|||||||||
|
Foreign currency translation
(a)
|
(
|
(
|
|||||||||
| Accumulated other comprehensive loss | $ |
(
|
$ |
(
|
|||||||
(a)
Included in Foreign currency translation are net investment hedge gains of $
118
million and $
125
million as of March 31, 2023 and December 31, 2022, respectively.
Note 17.
EMPLOYEE STOCK BENEFIT PLANS
Stock-based compensation expense was as follows:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Cost of products sold | $ |
|
$ |
|
|||||||
| Marketing, selling and administrative |
|
|
|||||||||
| Research and development |
|
|
|||||||||
| Total Stock-based compensation expense | $ |
|
$ |
|
|||||||
|
Income tax benefit
(a)
|
$ |
|
$ |
|
|||||||
(a) Income tax benefit excludes excess tax benefits from share-based compensation awards that were vested or exercised of $
18
million and $
40
million for the three months ended March 31, 2023 and 2022, respectively.
The number of units granted and the weighted-average fair value on the grant date for the three months ended March 31, 2023 were as follows:
| Units in millions | Units | Weighted-Average Fair Value | |||||||||
| Restricted stock units |
|
$ |
|
||||||||
| Market share units |
|
|
|||||||||
| Performance share units |
|
|
|||||||||
22
| Dollars in millions | Restricted Stock Units | Market Share Units | Performance Share Units | ||||||||||||||
| Unrecognized compensation cost | $ |
|
$ |
|
$ |
|
|||||||||||
| Expected weighted-average period in years of compensation cost to be recognized |
|
|
|
||||||||||||||
Note 18.
LEGAL PROCEEDINGS AND CONTINGENCIES
BMS and certain of its subsidiaries are involved in various lawsuits, claims, government investigations and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, partners, suppliers, service providers, licensees, licensors, employees, or shareholders, among others. These matters may involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. Legal proceedings that are significant or that BMS believes could become significant or material are described below.
While BMS does not believe that any of these matters, except as otherwise specifically noted below, will have a material adverse effect on its financial position or liquidity as BMS believes it has substantial claims and/or defenses in the matters, the outcomes of BMS's legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or any other or future lawsuits, claims, government investigations or other legal proceedings will not be material to BMS's financial position, results of operations or cash flows for a particular period. Furthermore, failure to successfully enforce BMS's patent rights would likely result in substantial decreases in the respective product revenues from generic competition.
Unless otherwise noted, BMS is unable to assess the outcome of the respective matters nor is it able to estimate the possible loss or range of losses that could potentially result for such matters. Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see " —Note 7. Income Taxes."
INTELLECTUAL PROPERTY
Anti-PD-1 and Anti-PD-L1 — U.S.
In September 2015, Dana-Farber Cancer Institute ("Dana-Farber") filed a complaint in the U.S. District Court for the District of Massachusetts seeking to correct the inventorship on up to
six
related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber sought to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in the case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer during the relevant period. In May 2019, the District Court issued a decision ruling that the two scientists should be added as inventors to the patents, which decision was affirmed on appeal. In June 2019, Dana-Farber filed a new lawsuit in the District of Massachusetts against BMS seeking damages as a result of the decision adding the scientists as inventors. In February 2021, BMS filed a motion to dismiss that complaint. In August 2021, the Court denied the motion to dismiss, but ruled that Dana-Farber's claims for damages before May 17, 2019—the date of the District Court's ruling that Dana-Farber was a co-inventor of the patents—are preempted by federal patent law. On January 25, 2023, the Court held a hearing on a motion filed by BMS requesting that the Court enter summary judgment in BMS' favor. In April 2023, BMS and Dana-Farber entered into a settlement agreement and these litigations were dismissed.
On March 17, 2022, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca UK Ltd (collectively, "AZ") alleging that AZ's marketing of the PD-L1 antibody Imfinzi infringes certain claims of U.S. Patent Nos. 9,580,505, 9,580,507, 10,138,299, 10,308,714, 10,266,594, 10,266,595, 10,266,596 and 10,323,092. A trial has been scheduled to begin on April 22, 2024. On April 26, 2023, BMS filed an additional lawsuit against AZ in U.S. District Court for the District of Delaware alleging that AZ's marketing of the PD-L1 antibody Imfinzi infringes U.S. Patent No. 9,402,899.
23
CAR-T — U.S.
In October 2017, Juno and Sloan Kettering Institute for Cancer Research ("SKI") filed a complaint for patent infringement against Kite Pharma, Inc. ("Kite") in the U.S. District Court for the Central District of California. The complaint alleged that Kite's
Yescarta*
product infringes certain claims of U.S. Patent No. 7,446,190 (the "'190 Patent") concerning CAR-T cell technologies. Kite filed an answer and counterclaims asserting non-infringement and invalidity of the '190 Patent. In December 2019, following an eight-day trial, the jury rejected Kite's defenses, finding that Kite willfully infringed the '190 Patent and awarding to Juno and SKI a reasonable royalty consisting of a $
585
million upfront payment and a
27.6
% running royalty on Kite's sales of
Yescarta*
through the expiration of the '190 Patent in August 2024. In January 2020, Kite renewed its previous motion for judgment as a matter of law and also moved for a new trial, and Juno filed a motion seeking enhanced damages, supplemental damages, ongoing royalties, and prejudgment interest. In March 2020, the Court denied both of Kite's motions in their entirety. In April 2020, the Court granted in part Juno's motion and entered a final judgment awarding to Juno and SKI approximately $
1.2
billion in royalties, interest and enhanced damages and a
27.6
% running royalty on Kite's sales of
Yescarta
* from December 13, 2019 through the expiration of the '190 Patent in August 2024. In April 2020, Kite appealed the final judgment to the U.S. Court of Appeals for the Federal Circuit and the Court held an oral hearing on July 6, 2021. In August 2021, a Federal Circuit panel reversed the jury verdict and district court decision and found the '190 Patent to be invalid. In October 2021, Juno and SKI filed a petition with the Federal Circuit for panel and en banc rehearing, which the Federal Circuit denied on January 14, 2022. On June 13, 2022, Juno and SKI filed a petition for a writ of certiorari with the U.S. Supreme Court, which the Court denied on November 7, 2022. On November 23, 2022, Juno and SKI filed a petition for rehearing with the Court, which the Court denied on January 9, 2023.
CTLA-4 — U.S.
On January 23, 2023, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca AB (collectively, "AZ AB") alleging that AZ AB's marketing of the CTLA-4 antibody Imjudo infringes certain claims of U.S. Patent Nos. 9,320,811 and 9,273,135. No trial date has been scheduled.
Eliquis
- Europe
In November 2020 and January 2021, Sandoz Limited ("Sandoz") and Teva Pharmaceutical Industries Ltd. ("Teva Limited"), respectively, filed lawsuits in the United Kingdom seeking revocation of the UK apixaban composition of matter patent and related Supplementary Protection Certificate ("SPC"). BMS subsequently filed counterclaims for infringement in both actions. A trial took place in February 2022 and in a judgment issued on April 7, 2022, the judge found the UK apixaban composition of matter patent and related SPC invalid. On November 2, 2022, BMS was granted permission from the Court of Appeal to appeal the judgment and a hearing took place on April 19-20, 2023.
Similar lawsuits have been filed in various other countries in Europe seeking revocation of our composition of matter patents and SPCs relating to
Eliquis,
and trials have been held in certain of those cases, including in Norway and France. In May 2022, a Dutch court issued a decision denying a request by BMS for a preliminary injunction that would have prevented an at-risk generic launch in the Netherlands by Sandoz prior to a full trial on the validity of the Dutch composition of matter patent and SPC. In April 2023, BMS again requested that a preliminary injunction be issued against Sandoz in the Netherlands. In addition, BMS requested that a preliminary injunction be issued against Stada in the Netherlands. On April 26, 2023, a combined preliminary injunction hearing was held.
Following the above decisions in the UK and the Netherlands, generic manufacturers have begun marketing generic versions of
Eliquis
in the UK and the Netherlands, and may seek to market generic versions of
Eliquis
in additional countries in Europe, prior to the expiration of our patents, which may lead to additional infringement and invalidity actions involving
Eliquis
patents being filed in various countries in Europe.
In September 2022, a trial was held in Sweden regarding Teva's challenge to the validity of the Swedish apixaban composition of matter patent and related SPC, and a decision was issued on November 2, 2022, confirming their validity and rejecting Teva's claims. In September 2022, BMS filed a request for a preliminary injunction against Teva in Denmark, but the request was denied in December 2022, based on the finding that there is no imminent threat of a launch by Teva in Denmark. In January 2023, the court in Finland granted BMS's request that a preliminary injunction be entered against Teva, prohibiting Teva from offering, storing or selling generic Eliquis products in Finland that have obtained price and reimbursement. On February 17, 2023, the court in Ireland also granted BMS's request that a preliminary injunction be entered against Teva in Ireland.
Eliquis
- U.S.
On February 24, 2023 and March 4, 2023, BMS received Notice Letters from Biocon and ScieGen, respectively, notifying BMS that they had filed ANDAs containing paragraph IV certifications seeking approval of generic versions of
Eliquis
in the U.S. In response, in April 2023, BMS filed patent infringement actions against Biocon and ScieGen in the U.S. District Court for the District of Delaware. On April 25, 2023, BMS entered into a confidential settlement agreement with ScieGen, settling all outstanding claims in the litigation with ScieGen. The settlement with ScieGen does not affect BMS's projected exclusivity period for
Eliquis
.
24
Onureg
– U.S.
In November 2021, BMS received a Notice Letter from Accord notifying BMS that Accord had filed an ANDA containing a paragraph IV certification seeking approval of a generic version of
Onureg
in the U.S. and challenging U.S. Patent No. 8,846,628 (the "'628 Patent"), an FDA Orange Book-listed formulation patent covering
Onureg
, which expires in 2030. In response, BMS filed a patent infringement action against Accord in the U.S. District Court for the District of Delaware. A trial has been scheduled to begin on March 18, 2024. In February 2023, Apotex Inc. filed a request for
inter partes
review of the '628 Patent. BMS's response to the request is due on May 15, 2023.
In March 2023, BMS received an additional Notice Letter from Accord notifying BMS that Accord had filed an ANDA containing a paragraph IV certification challenging U.S. Patent No. 11,571,436 (the "'436 patent"), a newly-listed FDA Orange-Book formulation patent covering
Onureg
, which expires in 2029. In response, BMS filed an additional patent infringement action against Accord in the U.S. District Court for the District of Delaware.
Plavix*
- Australia
Sanofi was notified that, in August 2007, GenRx Proprietary Limited ("GenRx") obtained regulatory approval of an application for clopidogrel bisulfate 75mg tablets in Australia. GenRx, formerly a subsidiary of Apotex Inc., subsequently changed its name to Apotex ("GenRx-Apotex"). In August 2007, GenRx-Apotex filed an application in the Federal Court of Australia seeking revocation of Sanofi's Australian Patent No. 597784 (Case No. NSD 1639 of 2007). Sanofi filed counterclaims of infringement and sought an injunction. On September 21, 2007, the Federal Court of Australia granted Sanofi's injunction. A subsidiary of BMS was subsequently added as a party to the proceedings. In February 2008, a second company, Spirit Pharmaceuticals Pty. Ltd., also filed a revocation suit against the same patent. This case was consolidated with the GenRx-Apotex case. On August 12, 2008, the Federal Court of Australia held that claims of Patent No. 597784 covering clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate salts were valid. The Federal Court also held that the process claims, pharmaceutical composition claims, and claim directed to clopidogrel and its pharmaceutically acceptable salts were invalid. BMS and Sanofi filed notices of appeal in the Full Court of the Federal Court of Australia ("Full Court") appealing the holding of invalidity of the claim covering clopidogrel and its pharmaceutically acceptable salts, process claims, and pharmaceutical composition claims. GenRx-Apotex appealed. On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In March 2010, the High Court of Australia denied a request by BMS and Sanofi to hear an appeal of the Full Court decision. The case was remanded to the Federal Court for further proceedings related to damages sought by GenRx-Apotex. BMS and GenRx-Apotex settled, and the GenRx-Apotex case was dismissed. The Australian government intervened in this matter seeking maximum damages up to
449
million AUD ($
301
million), plus interest, which would be split between BMS and Sanofi, for alleged losses experienced for paying a higher price for branded
Plavix*
during the period when the injunction was in place. BMS and Sanofi dispute that the Australian government is entitled to any damages. A trial was concluded in September 2017. In April 2020, the Federal Court issued a decision dismissing the Australian government's claim for damages. In May 2020, the Australian government appealed the Federal Court's decision and an appeal hearing concluded in February 2021.
Sprycel
- U.S.
In January 2022, BMS received a Notice Letter from Xspray Pharma AB ("Xspray"), Nanocopoeia, LLC ("Nanocopoeia") and Handa Oncology, LLC ("Handa"), respectively, notifying BMS that each had filed a 505(b)(2) NDA application containing paragraph IV certifications seeking approval of a dasatinib product in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In February 2022, BMS filed a patent infringement action against Xspray in the U.S. District Court for the District of New Jersey. In May 2022, BMS filed a patent infringement action against Nanocopoeia in the U.S. District Court for the District of Minnesota. In November 2022, BMS filed a patent infringement action against Handa in the U.S. District Court for the Northern District of California. No trial dates have been scheduled in any of these actions. Both Xspray and Nanocopoeia filed motions for a judgment based on the pleadings. On March 24, 2023, the Minnesota court denied Nanocopoeia's motion. On April 25, 2023, the New Jersey court denied Xspray's motion.
Zeposia
- U.S.
On October 15, 2021, Actelion Pharmaceuticals LTD and Actelion Pharmaceuticals US, INC ("Actelion") filed a complaint for patent infringement in the United States District Court for the District of New Jersey against BMS and Celgene for alleged infringement of U.S. Patent No. 10,251,867 (the "'867 Patent"). The Complaint alleges that the sale of
Zeposia
infringes certain claims of the '867 Patent and Actelion is seeking damages and injunctive relief. No trial date has been scheduled.
25
PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION
Plavix*
State Attorneys General Lawsuits
BMS and certain Sanofi entities are defendants in a consumer protection action brought by the attorney general of Hawaii relating to the labeling, sales and/or promotion of
Plavix
*. In February 2021, a Hawaii state court judge issued a decision against Sanofi and BMS, imposing penalties in the total amount of $
834
million, with $
417
million attributed to BMS. Sanofi and BMS appealed the decision. On March 15, 2023, the Hawaii Supreme Court issued its decision, reversing in part and affirming in part the trial court decision, vacating the penalty award and remanding the case for a new trial and penalty determination.
PRODUCT LIABILITY LITIGATION
BMS is a party to various product liability lawsuits. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. As previously disclosed, in addition to lawsuits, BMS also faces unfiled claims involving its products.
Abilify*
BMS and Otsuka are co-defendants in product liability litigation related to
Abilify*
. Plaintiffs allege
Abilify*
caused them to engage in compulsive gambling and other impulse control disorders. Cases have been filed in state and federal courts and additional cases are pending in Canada. The Judicial Panel on Multidistrict Litigation consolidated the federal court cases for pretrial purposes in the U.S. District Court for the Northern District of Florida. In February 2019, BMS and Otsuka entered into a master settlement agreement establishing a proposed settlement program to resolve all
Abilify*
compulsivity claims filed as of January 28, 2019 in the MDL as well as various state courts, including California and New Jersey. To date, the vast majority of cases have been dismissed based on participation in the settlement program or failure to comply with settlement related court orders and all remaining cases in the U.S. MDL litigation have since been resolved. Three inactive cases remain in New Jersey State court. There are
eleven
cases pending in Canada (
four
class actions,
seven
individual injury claims). Out of the
eleven
cases, only
two
are active (the class actions in Quebec and Ontario), both of which class actions have now been certified.
Onglyza*
BMS and AstraZeneca are co-defendants in product liability litigation related to
Onglyza*
. Plaintiffs assert claims, including claims for wrongful death, as a result of heart failure or other cardiovascular injuries they allege were caused by their use of
Onglyza*
. In February 2018, the Judicial Panel on Multidistrict Litigation ordered all the federal
Onglyza*
cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of the claims are pending in the MDL, with others pending in a coordinated proceeding in California Superior Court in San Francisco ("JCCP"). On September 24, 2021, the JCCP court granted defendants' motion to exclude plaintiffs' only general causation expert and on January 5, 2022, the MDL court likewise granted defendants' motion to exclude plaintiffs' expert. On March 30, 2022, the JCCP court granted summary judgment to defendants, thus effectively dismissing the
18
claims previously pending in California state court. Plaintiffs have filed an appeal, on which a California Court of Appeal heard arguments on March 28, 2023. On April 19, 2023, the Court denied plaintiffs' appeal. Defendants filed a summary judgment motion in the MDL as well, which the MDL court granted on August 2, 2022. Plaintiffs in the MDL then moved to alter or amend the MDL court's order, and defendants opposed. On November 3, 2022, the MDL court denied plaintiffs motion to alter or amend its summary judgment order. Plaintiffs filed their Notice of Appeal on December 2, 2022. As part of BMS's global diabetes business divestiture, BMS sold
Onglyza*
to AstraZeneca in February 2014 and any potential liability with respect to
Onglyza*
is expected to be shared with AstraZeneca.
SECURITIES LITIGATION
Celgene Securities Litigations
Beginning in
March 2018,
two
putative class actions were filed against Celgene and certain of its officers in the U.S. District Court for the District of New Jersey (the "Celgene Securities Class Action"). The complaints allege that the defendants violated federal securities laws by making misstatements and/or omissions concerning (1) trials of GED-0301, (2) Celgene's 2020 outlook and projected sales of
Otezla*
, and (3) the new drug application for
Zeposia
. The Court consolidated the two actions and appointed a lead plaintiff, lead counsel, and co-liaison counsel for the putative class. In February 2019, the defendants filed a motion to dismiss plaintiff''s amended complaint in full. In December 2019, the Court denied the motion to dismiss in part and granted the motion to dismiss in part (including all claims arising from alleged misstatements regarding GED-0301). Although the Court gave the plaintiff leave to re-plead the dismissed claims, it elected not to do so, and the dismissed claims are now dismissed with prejudice. In November 2020, the Court granted class certification with respect to the remaining claims. In March 2023, the Court granted the defendants leave to file a motion for summary judgment in the Celgene Securities Class Action, with briefing expected to be completed in or around July 2023.
26
In April 2020, certain Schwab management investment companies on behalf of certain Schwab funds filed an individual action in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action against the same remaining defendants in that action (the "Schwab Action"). In July 2020, the defendants filed a motion to dismiss the plaintiffs' complaint in full. In March 2021, the Court granted in part and denied in part defendants' motion to dismiss consistent with its decision in the Celgene Securities Class Action.
The California Public Employees' Retirement System in April 2021 (the "CalPERS Action"); DFA Investment Dimensions Group Inc., on behalf of certain of its funds; and American Century Mutual Funds, Inc., on behalf of certain of its funds, in July 2021 (respectively the "DFA Action" and the "American Century Action"), and GIC Private Limited in September 2021 (the "GIC Action"), filed separate individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action and the Schwab individual action against the same remaining defendants in those actions. In October 2021, these actions were consolidated for pre-trial proceedings with the Schwab Action. The Court also consolidated any future direct actions raising common questions of law and fact with the Schwab Action.
No trial dates have been scheduled in any of the above Celgene Securities Litigations.
Contingent Value Rights Litigations
In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement ("CVR Agreement") entered into in connection with the closing of BMS's acquisition of Celgene Corporation in November 2019. The successor trustee under the CVR Agreement alleges that BMS breached the CVR Agreement by allegedly failing to use "diligent efforts" to obtain FDA approval of liso-cel (
Breyanzi
) before a contractual milestone date, thereby avoiding a $
6.4
billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the successor trustee. The successor trustee seeks damages in an amount to be determined at trial and other relief, including interest and attorneys' fees. BMS disputes the successor trustee's allegations and filed a motion to dismiss on July 23, 2021. On June 24, 2022, the Court denied BMS's motion to dismiss.
In October 2021, alleged former Celgene stockholders filed a complaint in the U.S. District Court for the Southern District of New York asserting claims on behalf of a putative class of Celgene stockholders who received CVRs in the BMS merger with Celgene for violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") relating to the joint proxy statement. That action later was consolidated with another action filed in the same court, and a consolidated complaint thereafter was filed asserting claims on behalf of a class of CVR acquirers, whether in the BMS merger with Celgene or otherwise, for violations of sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the "Securities Act") and sections 10(b), 14(a) and 20(2) of the Exchange Act. The complaint alleges that the February 22, 2019 joint proxy statement was materially false or misleading because it failed to disclose that BMS allegedly had no intention to obtain FDA approval for liso-cel (
Breyanzi
) by the applicable milestone date in the CVR Agreement and that certain statements made by BMS or certain BMS officers in periodic SEC filings, earnings calls, press releases, and investor presentations between December 2019 and November 2020 were materially false or misleading for the same reason. Defendants moved to dismiss the complaint. On March 1, 2023, the Court entered an opinion and order granting defendants' motion and dismissed the complaint in its entirety. The claims under Sections 11, 12(a)(2), and 15 of the Securities Act and Section 14(a) of the Exchange Act were dismissed with prejudice. The claims under Sections 10(a) and 20(a) of the Exchange Act were dismissed with leave to file a further amended complaint which plaintiffs filed on April 14, 2023.
In November 2021, an alleged purchaser of CVRs filed a complaint in the Supreme Court of the State of New York for New York County asserting claims on behalf of a putative class of CVR acquirers for violations of sections 11(a) and 12(a)(2) of the Securities Act of 1933. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (
Breyanzi
) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, and certain BMS officers who signed the registration statement. BMS removed the action to the U.S. District Court for the Southern District of New York. The plaintiff filed a motion to remand the action to the state court, which the Court granted on September 19, 2022. Defendants have moved to stay the action pending resolution of the federal action or, in the alternative, to dismiss the complaint.
27
In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of sections 11(a), 12(a)(2), and 15 of the Securities Act. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (
Breyanzi
) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, certain BMS officers who signed the registration statement and Celgene's former chairman and chief executive officer. BMS removed the action to the U.S. District Court for the District of New Jersey and filed a motion to transfer the action to the U.S. District Court for the Southern District of New York. The plaintiff filed a motion to remand the action to the state court, which the Court granted on September 22, 2022. Defendants moved to stay the action pending resolution of the federal action and, in the alternative, to dismiss the complaint. On February 17, 2023, the Court granted defendants' motion to stay and declined to reach the merits of defendants' motion to dismiss. The Court deemed the action stayed pending resolution of the federal action, subject to plaintiff's right to seek to vacate the stay should changed circumstances warrant such relief, and filed a written order staying the case for 200 days.
No trial dates have been scheduled in any of the above CVR Litigations.
OTHER LITIGATION
Thalomid
and
Revlimid
Litigations
Beginning in November 2014, certain putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws by (a) allegedly securing an exclusive supply contract for the alleged purpose of preventing a generic manufacturer from securing its own supply of thalidomide active pharmaceutical ingredient, (b) allegedly refusing to sell samples of
Thalomid
and
Revlimid
brand drugs to various generic manufacturers for the alleged purpose of bioequivalence testing necessary for ANDAs to be submitted to the FDA for approval to market generic versions of these products, (c) allegedly bringing unjustified patent infringement lawsuits in order to allegedly delay approval for proposed generic versions of
Thalomid
and
Revlimid
, and/or (d) allegedly entering into settlements of patent infringement lawsuits with certain generic manufacturers that allegedly have had anticompetitive effects. The plaintiffs, on behalf of themselves and putative classes of third-party payers, sought injunctive relief and damages. The various lawsuits were consolidated into a master action for all purposes. In March 2020, Celgene reached a settlement with the class plaintiffs. In October 2020, the Court entered a final order approving the settlement and dismissed the matter. That settlement did not resolve the claims of certain entities that opted out of the settlement, and who have since filed new suits advancing related theories. As described below, those suits, together with a suit by certain specialty pharmacies and a new putative class action suit, are pending.
In March 2019, Humana Inc. ("Humana"), which opted out of the above settlement, filed a lawsuit against Celgene in the U.S. District Court for the District of New Jersey. Humana's complaint makes largely the same claims and allegations as were made in the now settled
Thalomid
and
Revlimid
antitrust class action litigation. The complaint purports to assert claims on behalf of Humana and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys' fees and costs. In May 2019, Celgene filed a motion to dismiss Humana's complaint. In April 2022, the Court issued an order denying Celgene's motion to dismiss. That order addressed only Celgene's argument that certain of Humana's claims were barred by the statute of limitations. The Court's order did not address Celgene's other grounds for dismissal and instead directed Celgene to present those arguments in a renewed motion to dismiss following the filing of amended complaints. In May 2022, Humana filed an amended complaint against Celgene and BMS asserting the same claims based on additional factual allegations. Celgene and BMS have filed a motion to dismiss Humana's amended complaint, which was fully briefed in November 2022. No trial date has been scheduled.
United HealthCare Services, Inc. ("UHS"), Blue Cross Blue Shield Association ("BCBSA"), BCBSM Inc., Health Care Service Corporation ("HCSC"), Blue Cross and Blue Shield of Florida Inc., Cigna Corporation ("Cigna"), Molina Healthcare, Inc. ("Molina") and several MSP related entities (MSP Recovery Claims, Series LLC; MSPA Claims 1, LLC; MAO-MSO Recovery II, LLC, Series PMPI, a segregated series of MAO-MSO Recovery II, LLC; MSP Recovery Claims Series 44, LLC; MSP Recovery Claims PROV, Series LLC; and MSP Recovery Claims CAID, Series LLC (together, "MSP")) filed lawsuits making largely the same claims and allegations as were made in the now settled class action litigation and in the
Humana
opt-out action. Certain of the matters have made additional claims related to copay assistance for
Thalomid
and
Revlimid
. These cases are now pending in the U.S. District Court for the District of New Jersey. Celgene and BMS's motion to dismiss the
Humana
amended complaint applies to these other opt‑out actions as well, and these other opt‑out actions will proceed as described above with respect to that
Humana
opt-out action. No trial dates have been scheduled.
In May 2021, Molina sued Celgene and BMS in San Francisco Superior Court. Molina's complaint makes largely the same claims and allegations as were made in the now settled class action litigation. In June 2022, the San Francisco Superior Court dismissed
63
of Molina’s claims, which Molina later reasserted in the District of New Jersey as described above, and stayed the remaining
4
claims. No activity is expected in this case until disposition of the New Jersey actions.
28
Certain other entities that opted out of the now‑settled class action have also filed summonses related to
two
actions in the Philadelphia County Court of Common Pleas in connection with the allegations made by Humana and other opt‑out entities. Those actions have been placed in deferred status pending further developments in the above opt‑out cases.
In November 2022, certain specialty pharmacies filed an action as direct purchasers against Celgene, BMS, and certain generic manufacturers in the U.S. District Court for the District of New Jersey. The action makes largely the same claims and allegations against Celgene and BMS as were made with respect to Revlimid in the now settled class action litigation, and seek injunctive relief and damages under the Sherman Antitrust Act. Also in November 2022, a putative class of end-payor plaintiffs filed an action against Celgene, BMS, and certain generic manufacturers in the U.S. District Court for the District of New Jersey. The class complaint brings claims based on Celgene's allegedly anticompetitive settlements of
Revlimid
patent litigation, seeking damages under state antitrust and consumer protection laws and injunctive relief under federal antitrust law. In March 2023, Celgene, BMS, and the generic defendants served consolidated motions to dismiss these two actions. No trial dates have been scheduled.
In May 2018, Humana filed a lawsuit against Celgene in the Pike County Circuit Court of the Commonwealth of Kentucky. Humana's complaint alleges Celgene engaged in unlawful off-label marketing in connection with sales of
Thalomid
and
Revlimid
and asserts claims against Celgene for fraud, breach of contract, negligent misrepresentation, unjust enrichment and violations of New Jersey's Racketeer Influenced and Corrupt Organizations Act ("NJ RICO"). The complaint seeks, among other things, treble and punitive damages, injunctive relief and attorneys' fees and costs. Humana subsequently dismissed its claims for breach of contract voluntarily. A trial for this matter began on January 31, 2023. On January 25, 2023, the Court granted Celgene's summary judgment motion on Humana's claims for violations of NJ RICO and dismissed those claims. On March 2, 2023, following a multi-week trial, the jury returned a full defense verdict in Celgene's favor on Humana's claims of fraud and negligent misrepresentation. The parties are awaiting the judge's decision on the remaining equitable claim of unjust enrichment, which is to be decided by the judge pursuant to Kentucky law.
In May 2020, Celgene filed suit against Humana Pharmacy, Inc. ("HPI"), a Humana subsidiary, in Delaware Superior Court. Celgene's complaint alleges that HPI breached its contractual obligations to Celgene by assigning claims to Humana that Humana is now asserting. The complaint seeks damages for HPI's breach as well as a declaratory judgment. On February 14, 2023, the Court granted summary judgment in favor of Celgene on its breach of contract claims. A trial limited to damages has been scheduled for July 31, 2023.
BeiGene Arbitration Matter
On July 5, 2017, Celgene Logistics Sàrl ("Celgene Logistics") and BeiGene, Ltd. (together with its assignees, "BeiGene"), entered into a License and Supply Agreement (the "LSA") pursuant to which BeiGene was granted, among other things, an exclusive license to distribute and commercialize
Revlimid
,
Vidaza
and
Abraxane
in China.
BeiGene initiated an arbitration proceeding against Celgene Logistics and BMS at the International Chamber of Commerce in June 2020, asserting various claims, including breach of contract under the LSA. In October 2021, Celgene Logistics delivered notice to BeiGene terminating the LSA with respect to
Abraxane
. A final hearing on the merits was held in June 2022, and the parties have completed post-hearing briefing and closing arguments.
MSK Contract Litigation
On April 1, 2022, Memorial Sloan Kettering Cancer Center and Eureka Therapeutics, Inc. (collectively, "Plaintiffs") filed a complaint against BMS, Celgene and Juno (collectively, "Defendants"). In June 2022, Plaintiffs filed an amended complaint. Plaintiffs allege that Defendants breached a license agreement by allegedly failing to use commercially reasonable efforts to develop, manufacture, and commercialize a certain chimeric antigen receptor product and by failing to pay Plaintiffs a running royalty of at least
1.5
% of worldwide sales of
Abecma
allegedly owed to Plaintiffs under the license agreement. Defendants disagree with plaintiffs' claims, and filed a motion to dismiss the amended complaint in July 2022. No trial date has been scheduled.
GOVERNMENT INVESTIGATIONS
Like other pharmaceutical companies, BMS and certain of its subsidiaries are subject to extensive regulation by national, state and local authorities in the U.S. and other countries in which BMS operates. As a result, BMS, from time to time, is subject to various governmental and regulatory inquiries and investigations as well as threatened legal actions and proceedings. It is possible that criminal charges, substantial fines and/or civil penalties, could result from government or regulatory investigations.
29
ENVIRONMENTAL PROCEEDINGS
As previously reported, BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at BMS's current or former sites or at waste disposal or reprocessing facilities operated by third parties.
CERCLA and Other Remediation Matters
With respect to CERCLA and other remediation matters for which BMS is responsible under various state, federal and international laws, BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other "potentially responsible parties," and BMS accrues liabilities when they are probable and reasonably estimable. BMS estimated its share of future costs for these sites to be $
89
million as of March 31, 2023, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.
30
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of results of operations and financial condition is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related footnotes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.
EXECUTIVE SUMMARY
Our principal strategy is to combine the resources, scale and capability of a large pharmaceutical company with the speed, agility and focus on innovation typically found in the biotech industry. Our priorities are to continue to renew and diversify our portfolio through launching new medicines, advancing our early, mid and late-stage pipeline, and executing disciplined business development. Our focus is on discovering, developing and delivering transformational medicines for patients facing serious diseases in the following core therapeutic areas: (i) oncology with a priority in certain tumor types; (ii) hematology with opportunities to broaden our franchise and sustain a leadership position in multiple myeloma; (iii) immunology with priorities in relapsing multiple sclerosis, psoriasis, psoriatic arthritis, lupus, RA and inflammatory bowel disease; (iv) cardiovascular disease (v) fibrotic disease with priorities in lung and liver, and (vi) neuroscience with a focus on neurodegenerative disease. We remain committed to maintaining a strong investment grade credit rating and returning capital to shareholders. For further information on our strategy, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Strategy" in our 2022 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.
In the first quarter of 2023, we received approvals in the EU and Japan for three products, which further expanded our geographical reach in immunology and hematology, including (i) approval of
Opdivo
in combination with chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC (Japan); (ii) EC approval for
Sotyktu
for moderate-to-severe plaque psoriasis
and (iii)
EC approval for an additional indication for anemia associated with non-transfusion-dependent beta thalassemia for
Reblozyl
.
Our revenues decreased by 3% during the first quarter of 2023 due to
Revlimid
generic erosion and 2% foreign exchange impact, partially offset by In-Line Products (primarily
Opdivo
and
Eliquis
) and New Product Portfolio (primarily
Opdualag
and
Abecma
). The $0.48 increase in GAAP EPS primarily resulted from specified items, including lower equity investment losses in the first quarter of 2023, higher litigation and other settlements income in the first quarter of 2023 and debt redemption charge in the first quarter of 2022. After adjusting for specified items, non-GAAP EPS increased $0.09 as a result of lower Acquired IPRD charges, lower weighted-average common shares outstanding, higher royalties and interest income partially offset by lower revenues.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions, except per share data | 2023 | 2022 | |||||||||
| Total Revenues | $ | 11,337 | $ | 11,648 | |||||||
| Diluted earnings per share | |||||||||||
| GAAP | $ | 1.07 | $ | 0.59 | |||||||
| Non-GAAP | 2.05 | 1.96 | |||||||||
Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items that represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For further information and reconciliations relating to our non-GAAP financial measures refer to "—Non-GAAP Financial Measures."
31
Economic and Market Factors
Governmental Actions
Our products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls and discounting, changes to tax and importation laws and other restrictions in the U.S., the EU and other regions around the world that result in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. For example, some of the provisions of the IRA signed into law in August 2022, were as follows: (i) the government is to negotiate prices for certain high-cost Medicare Part D and Part B drugs, (ii) manufacturers are to pay an inflation-based rebate for Medicare Part B and Part D drugs, and (iii) Medicare Part D redesign. In addition, there were changes made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations, and a (ii) a non-deductible 1% excise tax provision on net stock repurchases, to be applied to repurchases beginning in 2023. Implementation of this legislation is expected to be carried out through upcoming actions by regulatory authorities, the outcome of which is uncertain. We continue to evaluate the impact of the IRA legislation on our results of operations and it is possible that these changes may result in a material impact on our business and results of operations. Furthermore, countries are expected to make changes to their tax laws and updates to international tax treaties to implement the agreement by the Organization for Economic Co-operation and Development to establish a global minimum tax. See risk factors on these items included under "Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins" and "—Changes to tax regulations could negatively impact our earnings" in our 2022 Form 10-K.
Significant Product and Pipeline Approvals
The following is a summary of the significant approvals received in 2023 as of April 27, 2023:
| Product | Date | Approval | ||||||
| Opdivo | March 2023 |
Japan's Ministry of Health, Labour and Welfare approval of
Opdivo
plus chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC.
|
||||||
| Sotyktu | March 2023 |
EC approval of
Sotyktu
for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy.
|
||||||
| Reblozyl | March 2023 |
EC approval of
Reblozyl
for the treatment in adult patients of anemia associated with non-transfusion-dependent beta thalassemia.
|
||||||
Refer to "—Product and Pipeline Developments" for the developments in our marketed products and late-stage pipeline since the start of the first quarter of 2023.
Divestitures, Licensing and Other Arrangements
Refer to "Item 1. Financial Statements—Note 3. Alliances" and "—Note 4. Divestitures, Licensing and Other Arrangements" for information on significant divestitures, licensing and other arrangements.
32
RESULTS OF OPERATIONS
Regional Revenues
The composition of the changes in revenues was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| Dollars in millions | 2023 | 2022 | % Change |
Foreign Exchange
(b)
|
|||||||||||||||||||
| United States | $ | 8,033 | $ | 7,694 | 4 | % | — | ||||||||||||||||
| International | 3,149 | 3,727 | (16) | % | (5) | % | |||||||||||||||||
|
Other
(a)
|
155 | 227 | (32) | % | — | ||||||||||||||||||
| Total | $ | 11,337 | $ | 11,648 | (3) | % | (2) | % | |||||||||||||||
(a) Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.
(b) Foreign exchange impacts were derived by applying the prior period average currency rates to the current period sales.
United States
•
U.S. revenues increased 4% during the first quarter of 2023 primarily due to
Eliquis, Opdivo
and our New Product Portfolio partially offset by
Revlimid
generic erosion
.
Average U.S. net selling prices increased 1% compared to the same period a year ago.
International
•
International revenues decreased 16% during the first quarter of 2023 primarily due to
Revlimid
and
Eliquis
generic erosion, foreign exchange and lower average net selling prices partially offset by
Opdivo
and New Product Portfolio demand.
No single country outside the U.S. contributed more than 10% of total revenues during the first quarter of 2023 and 2022. Our business is typically not seasonal.
GTN Adjustments
The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2023 | 2022 | % Change | ||||||||||||||
| Gross product sales | $ | 17,288 | $ | 16,650 | 4 | % | |||||||||||
| GTN adjustments | |||||||||||||||||
| Charge-backs and cash discounts | (2,091) | (1,763) | 19 | % | |||||||||||||
| Medicaid and Medicare rebates | (2,482) | (2,084) | 19 | % | |||||||||||||
| Other rebates, returns, discounts and adjustments | (1,667) | (1,495) | 12 | % | |||||||||||||
| Total GTN adjustments | (6,240) | (5,342) | 17 | % | |||||||||||||
| Net product sales | $ | 11,048 | $ | 11,308 | (2) | % | |||||||||||
| GTN adjustments percentage | 36 | % | 32 | % | 4 | % | |||||||||||
| U.S. | 41 | % | 37 | % | 4 | % | |||||||||||
| Non-U.S. | 18 | % | 16 | % | 2 | % | |||||||||||
Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $87 million and $74 million during the three months ended March 31, 2023 and 2022, respectively. GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. U.S. GTN adjustments percentage increased primarily due to product mix and higher government channel rebates.
33
Product Revenues
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2023 | 2022 | % Change | ||||||||||||||
| In-Line Products | |||||||||||||||||
| Eliquis | $ | 3,423 | $ | 3,211 | 7 | % | |||||||||||
| U.S. | 2,554 | 2,147 | 19 | % | |||||||||||||
| Non-U.S. | 869 | 1,064 | (18) | % | |||||||||||||
| Opdivo | 2,202 | 1,923 | 15 | % | |||||||||||||
| U.S. | 1,290 | 1,099 | 17 | % | |||||||||||||
| Non-U.S. | 912 | 824 | 11 | % | |||||||||||||
| Pomalyst/Imnovid | 832 | 826 | 1 | % | |||||||||||||
| U.S. | 545 | 557 | (2) | % | |||||||||||||
| Non-U.S. | 287 | 269 | 7 | % | |||||||||||||
| Orencia | 764 | 792 | (4) | % | |||||||||||||
| U.S. | 562 | 592 | (5) | % | |||||||||||||
| Non-U.S. | 202 | 200 | 1 | % | |||||||||||||
| Sprycel | 429 | 483 | (11) | % | |||||||||||||
| U.S. | 295 | 305 | (3) | % | |||||||||||||
| Non-U.S. | 134 | 178 | (25) | % | |||||||||||||
| Yervoy | 508 | 515 | (1) | % | |||||||||||||
| U.S. | 314 | 311 | 1 | % | |||||||||||||
| Non-U.S. | 194 | 204 | (5) | % | |||||||||||||
| Mature and other products | 467 | 537 | (13) | % | |||||||||||||
| U.S. | 182 | 180 | 1 | % | |||||||||||||
| Non-U.S. | 285 | 357 | (20) | % | |||||||||||||
| Total In-Line Products | 8,625 | 8,287 | 4 | % | |||||||||||||
| U.S. | 5,742 | 5,191 | 11 | % | |||||||||||||
| Non-U.S. | 2,883 | 3,096 | (7) | % | |||||||||||||
34
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2023 | 2022 | % Change | ||||||||||||||
| New Product Portfolio | |||||||||||||||||
| Reblozyl | 206 | 156 | 32 | % | |||||||||||||
| U.S. | 158 | 134 | 18 | % | |||||||||||||
| Non-U.S. | 48 | 22 | * | ||||||||||||||
| Abecma | 147 | 67 | * | ||||||||||||||
| U.S. | 118 | 56 | * | ||||||||||||||
| Non-U.S. | 29 | 11 | * | ||||||||||||||
| Opdualag | 117 | 6 | * | ||||||||||||||
| U.S. | 116 | 6 | * | ||||||||||||||
| Non-U.S. | 1 | — | N/A | ||||||||||||||
| Zeposia | 78 | 36 | * | ||||||||||||||
| U.S. | 52 | 21 | * | ||||||||||||||
| Non-U.S. | 26 | 15 | 73 | % | |||||||||||||
| Breyanzi | 71 | 44 | 61 | % | |||||||||||||
| U.S. | 58 | 41 | 41 | % | |||||||||||||
| Non-U.S. | 13 | 3 | * | ||||||||||||||
| Onureg | 34 | 23 | 48 | % | |||||||||||||
| U.S. | 25 | 19 | 32 | % | |||||||||||||
| Non-U.S. | 9 | 4 | * | ||||||||||||||
| Inrebic | 25 | 18 | 39 | % | |||||||||||||
| U.S. | 17 | 15 | 13 | % | |||||||||||||
| Non-U.S. | 8 | 3 | * | ||||||||||||||
| Camzyos | 29 | — | N/A | ||||||||||||||
| U.S. | 29 | — | N/A | ||||||||||||||
| Non-U.S. | — | — | N/A | ||||||||||||||
| Sotyktu | 16 | — | N/A | ||||||||||||||
| U.S. | 15 | — | N/A | ||||||||||||||
| Non-U.S. | 1 | — | N/A | ||||||||||||||
| Total New Product Portfolio | 723 | 350 | * | ||||||||||||||
| U.S. | 588 | 292 | * | ||||||||||||||
| Non-U.S. | 135 | 58 | * | ||||||||||||||
| Total In-Line Products and New Product Portfolio | 9,348 | 8,637 | 8 | % | |||||||||||||
| U.S. | 6,330 | 5,483 | 15 | % | |||||||||||||
| Non-U.S. | 3,018 | 3,154 | (4) | % | |||||||||||||
35
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2023 | 2022 | % Change | ||||||||||||||
|
Recent LOE Products
(a)
|
|||||||||||||||||
| Revlimid | 1,750 | 2,797 | (37) | % | |||||||||||||
| U.S. | 1,541 | 2,038 | (24) | % | |||||||||||||
| Non-U.S. | 209 | 759 | (72) | % | |||||||||||||
| Abraxane | 239 | 214 | 12 | % | |||||||||||||
| U.S. | 162 | 173 | (6) | % | |||||||||||||
| Non-U.S. | 77 | 41 | 88 | % | |||||||||||||
| Total Recent LOE Products | 1,989 | 3,011 | (34) | % | |||||||||||||
| U.S. | 1,703 | 2,211 | (23) | % | |||||||||||||
| Non-U.S. | 286 | 800 | (64) | % | |||||||||||||
| Total Revenues | $ | 11,337 | $ | 11,648 | (3) | % | |||||||||||
| U.S. | 8,033 | 7,694 | 4 | % | |||||||||||||
| Non-U.S. | 3,304 | 3,954 | (16) | % | |||||||||||||
* Change in excess of 100%.
(a) Recent LOE Products includes products with significant decline in revenue from a prior reporting period as a result of a loss of exclusivity.
In-Line Products
Eliquis
(apixaban)
— an oral Factor Xa inhibitor, indicated for the reduction in risk of stroke/systemic embolism in NVAF and for the treatment of DVT/PE and reduction in risk of recurrence following initial therapy.
•
U.S. revenues
increased 19% during the first quarter of
2023
primarily due to higher demand and to a lesser extent higher average net selling prices.
•
International revenues decreased 18% during the first quarter of
2023
primarily due to generic erosion in Canada and the UK, foreign exchange impacts of 5% and lower average net selling prices. Excluding foreign exchange impacts, revenues decreased by 13%.
•
Following the May 2021 expiration of regulatory exclusivity for
Eliquis
in Europe, and court decisions in (i) the United Kingdom finding the UK apixaban composition of matter patent and related SPC invalid and (ii) the Netherlands denying a BMS request for a preliminary injunction that would have prevented an at-risk generic launch, generic manufacturers have begun marketing generic versions of
Eliquis
in the UK and the Netherlands, and may seek to market generic versions of
Eliquis
in additional countries in Europe, prior to the expiration of our patents, which has led to additional infringement and invalidity actions involving our
Eliquis
patents being filed in various countries in Europe. We believe in the innovative science behind
Eliquis
and the strength of our intellectual property, which we will defend against infringement. Refer to "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Intellectual Property" for further information.
36
Opdivo
(nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells that has been approved for several anti-cancer indications including bladder, blood, CRC, head and neck, RCC, HCC, lung, melanoma, MPM, stomach and esophageal cancer. The
Opdivo
+
Yervoy
regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC and various gastric and esophageal cancers. There are several ongoing potentially registrational studies for
Opdivo
across other tumor types and disease areas, in monotherapy and in combination with
Yervoy
and various anti-cancer agents.
•
U.S. revenues increased 17% during the first quarter of
2023
due to higher demand across multiple indications and to a lesser extent higher average net selling prices partially offset by declining second-line eligibility across tumor indications. The higher demand was related to the following indications: the
Opdivo
+
Yervoy
combinations for NSCLC, various gastric, esophageal and bladder cancers.
•
International revenues increased 11% during the first quarter of
2023
due to higher demand as a result of additional indication launches and core indications partially offset by foreign exchange impacts of 7%. Excluding foreign exchange impacts, revenues increased 18%.
Pomalyst/Imnovid
(pomalidomide) — a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets.
Pomalyst/Imnovid
is indicated for patients with multiple myeloma who have received at least two prior therapies including lenalidomide and a proteasome inhibitor and have demonstrated disease progression on or within 60 days of completion of the last therapy.
•
U.S. revenues decreased 2% during the first quarter of
2023
due to lower demand partially offset by higher average net selling prices.
•
International revenues increased 7% during the first quarter of
2023
primarily due to higher demand partially offset by lower average net selling prices and foreign exchange impacts of 5%. Excluding foreign exchange impacts, revenues increased by 12%.
Orencia
(abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA and is also indicated for reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA.
•
U.S. revenues decreased 5% during the first quarter of
2023
primarily due to lower average net selling prices.
•
International revenues increased 1% during the first quarter of
2023
due to higher demand partially offset by foreign exchange impacts of 9%. Excluding foreign exchange impacts, revenues increased by 10%.
•
BMS is not aware of any
Orencia
biosimilars on the market in the U.S., EU and Japan. Formulation and additional patents expire in 2026 and beyond.
Sprycel
(dasatinib) — an oral inhibitor of multiple tyrosine kinase indicated for the first-line treatment of patients with Philadelphia chromosome-positive CML in chronic phase and the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase CML with resistance or intolerance to prior therapy, including
Gleevec*
(imatinib mesylate) and the treatment of children and adolescents aged 1 year to 18 years with chronic phase Philadelphia chromosome-positive CML.
•
U.S. revenues decreased 3% during the first quarter of
2023
due to lower average net selling prices.
•
International revenues decreased 25% during the first quarter of
2023
due to lower demand as a result of generic erosion and foreign exchange impacts of 6%. Excluding foreign exchange impacts, revenues decreased by 19%.
•
In the U.S., BMS entered into settlement agreements with certain third parties to sell generic dasatinib products beginning in September 2024, or earlier in certain circumstances. In the EU, generic dasatinib products have entered the market. In Japan, the composition of matter patent has been extended to 2024 for the treatment of non-imatinib-resistant CML, but generics have been approved for other indications.
37
Yervoy
(ipilimumab) — a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma. The
Opdivo
+
Yervoy
regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC and esophageal cancer.
•
U.S. revenues increased 1% during the first quarter of
2023
.
•
International revenues decreased 5% during the first quarter of
2023
primarily due to foreign exchange impacts of 8% partially offset by higher demand as a result of additional indication launches and core indications. Excluding foreign exchange impacts, revenues increased by 3%.
Mature and other products — includes all other products, including those which have lost exclusivity in major markets, OTC products, royalty revenue and mature products.
•
International revenues decreased 20% during the first quarter of
2023
primarily due to continued generic erosion and foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues decreased by 16%.
New Product Portfolio
Reblozyl
(luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in adult patients with transfusion dependent and non-transfusion dependent beta thalassemia who require regular red blood cell transfusions and for the treatment of anemia failing an ESA in adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require RBC transfusions.
•
U.S. revenues increased 18% during the first quarter of
2023
primarily due to higher demand.
Abecma
(idecabtagene vicleucel) — is a B-cell maturation antigen-directed genetically modified autologous CAR–T cell therapy indicated for the treatment of adult patients with relapsed or refractory multiple myeloma after four or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody.
Abecma
was launched in May 2021.
•
U.S. revenues increased 111% during the first quarter of
2023
primarily due to higher demand enabled by additional manufacturing capacity.
Opdualag
(nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a LAG-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma.
Opdualag
was launched in March 2022.
Zeposia
(ozanimod) —
an oral immunomodulatory drug used to treat relapsing forms of multiple sclerosis, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults.
Zeposia
was launched in June 2020.
Breyanzi
(lisocabtagene maraleucel) — is a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with certain types of relapsed or refractory large B-cell lymphoma after one or more lines of systemic therapy.
Breyanzi
was launched in April 2021.
Onureg
(azacitidine) — an oral hypomethylating agent that incorporates into DNA and RNA, indicated for continued treatment of adult patients with AML who achieved first complete remission or complete remission with incomplete blood count recovery following intensive induction chemotherapy and are not able to complete intensive curative therapy.
Onureg
was launched in September 2020.
Inrebic
(fedratinib) — an oral kinase inhibitor indicated for the treatment of adult patients with intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis.
Inrebic
was launched in August 2019.
Camzyos
(mavacamten) — a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic obstructive HCM to improve functional capacity and symptoms.
Camzyos
was launched in April 2022.
Sotyktu
(deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy.
Sotyktu
was launched in September 2022.
38
Recent LOE Products
Revlimid
(lenalidomide)
—
an oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma.
Revlimid
as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant.
•
U.S. revenues decreased 24% during the first quarter of
2023
primarily due to generic erosion and to a lesser extent lower average net selling prices.
•
International revenues decreased 72% during the first quarter of
2023
primarily due to generic erosion across several European countries and to a lesser extent lower average net selling prices and foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues decreased by 71%.
•
In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide beginning in March 2022 or thereafter. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. In the EU, generic lenalidomide products have entered the market. Global revenues for
Revlimid
are expected to decline to approximately $6.5 billion in 2023.
Abraxane
(paclitaxel albumin-bound particles for injectable suspension)
—
a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary
Nab
®
technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.
•
U.S. revenues decreased 6% during the first quarter of
2023
due to the impact from authorized generic sales in 2023 and lower demand partially offset by manufacturing delays in the first quarter of 2022.
39
Estimated End-User Demand
Pursuant to the SEC Consent Order described under "— SEC Consent Order" in our 2022 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We are obligated to disclose products with levels of inventory in excess of one month on hand or expected demand, subject to a
de minimis
exception. There were no products in the U.S. wholesaler distribution channel with estimated levels of inventory in excess of one month as of March 31, 2023. Estimated levels of inventory outside of the U.S. in the direct distribution channel in excess of one month on hand were not material to our results of operations as of December 31, 2022.
In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which accounted for approximately 82% of total gross sales of U.S. products during the three months ended March 31, 2023. Factors that may influence our estimates include generic competition, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.
Revlimid
and
Pomalyst
are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS (
Revlimid
) and
Pomalyst
REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of
Revlimid
and
Pomalyst
.
Internationally,
Revlimid
and
Imnovid
are distributed under mandatory risk-management distribution programs tailored to meet local authorities' specifications to provide for the products' safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.
Camzyos
is only available through a restricted program called the
Camzyos
REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive
Camzyos
.
Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business during the three months ended March 31, 2023 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to a
de minimis
exception, in our next quarterly report on Form 10-Q.
40
Expenses
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2023 | 2022 | % Change | ||||||||||||||
|
Cost of products sold
(a)
|
$ | 2,566 | $ | 2,471 | 4 | % | |||||||||||
| Marketing, selling and administrative | 1,762 | 1,831 | (4) | % | |||||||||||||
| Research and development | 2,321 | 2,260 | 3 | % | |||||||||||||
| Acquired IPRD | 75 | 333 | (77) | % | |||||||||||||
| Amortization of acquired intangible assets | 2,256 | 2,417 | (7) | % | |||||||||||||
| Other (income)/expense, net | (413) | 649 | * | ||||||||||||||
| Total Expenses | $ | 8,567 | $ | 9,961 | (14) | % | |||||||||||
* In excess of +/- 100%.
(a) Excludes amortization of acquired intangible assets.
Cost of Products Sold
Cost of products sold increased by $95 million during the first quarter of 2023 primarily due to higher profit sharing and royalties ($182 million) driven by
Eliquis
revenue growth and product mix partially offset by the elimination of the Puerto Rico excise tax and foreign exchange, including related hedging settlements.
Marketing, Selling and Administrative
Marketing, selling and administrative expense decreased $69 million during the first quarter of 2023 primarily due to the timing of charitable giving ($150 million) and foreign currency impacts partially offset by higher costs to support new product launches.
Research and Development
Research and development expense increased by $61 million during the first quarter of 2023 primarily due to the purchase of a priority review voucher ($95 million) expected to be used with an on-going development program and higher costs to support the overall portfolio partially offset by an inventory purchase price adjustment in 2022 ($87 million).
Acquired IPRD
Acquired IPRD charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Dragonfly milestone | $ | — | $ | 175 | |||||||
| Immatics upfront license fee | — | 150 | |||||||||
| Evotec designation fee | 50 | — | |||||||||
| Other | 25 | 8 | |||||||||
| Acquired IPRD charges | $ | 75 | $ | 333 | |||||||
Amortization of Acquired Intangible Assets
Amortization of acquired intangible assets decreased by $161 million during the first quarter of 2023 primarily due to
Abraxane
marketed product right being fully amortized in the fourth quarter of 2022.
41
Other (Income)/Expense, Net
Other (income)/expense, net changed by $1.1 billion during the first quarter of 2023 primarily due to equity investments, litigation and other settlements and other items discussed below.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Interest expense | $ | 288 | $ | 326 | |||||||
| Royalty and licensing income | (363) | (306) | |||||||||
| Royalty income - divestitures | (188) | (171) | |||||||||
| Equity investment losses | 155 | 644 | |||||||||
| Integration expenses | 67 | 105 | |||||||||
| Loss on debt redemption | — | 275 | |||||||||
| Divestiture gains | — | (211) | |||||||||
| Litigation and other settlements | (325) | (37) | |||||||||
| Investment income | (102) | (10) | |||||||||
| Provision for restructuring | 67 | 23 | |||||||||
| Other | (12) | 11 | |||||||||
| Other (income)/expense, net | $ | (413) | $ | 649 | |||||||
•
Interest expense decreased in the first quarter of 2023 compared to the first quarter of 2022 due to additional debt maturities. Refer to "Item 8. Financial Statements and Supplementary Data—Note 10. Financing Arrangements" for further information.
•
Royalties increased in the first quarter of 2023 primarily due to higher
Keytruda
* and diabetes business divestiture royalties. Refer to "Item 8. Financial Statements and Supplementary Data—Note 4. Divestitures, Licensing and Other Arrangements" for further information.
•
Equity investments generated lower losses in the first quarter of 2023 compared to the first quarter of 2022 primarily driven by fair value adjustments for investments that have readily determinable fair value. Refer to "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" for more information.
•
Integration expenses decreased in the first quarter of 2023 primarily due to lower consulting fees to implement Celgene integration initiatives related to processes and systems.
•
Loss on debt redemption during the first quarter of 2022 resulted from the early redemption of long-term debt of $5.2 billion.
•
Divestiture gains during the first quarter 2022 resulted from the divestiture of product rights for several mature products.
•
Litigation and other settlements include $400 million of income related to the Nimbus' TYK2 program change of control provision and additional settlement costs related to commercial disputes regarding intellectual property matters in the first quarter of 2023 and $40 million of income resulting from a settlement resolving all legal claims and business interests relating to Nimbus' TYK2 inhibitor in the first quarter of 2022.
•
Investment income increased during the first quarter of 2023 primarily due to higher interest rates.
•
Provision for restructuring includes exit and other costs primarily related to certain restructuring activities discussed further at "Item 8. Financial Statements and Supplementary Data—Note 6. Restructuring".
Income Taxes
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Earnings before income taxes | $ | 2,770 | $ | 1,687 | |||||||
| Provision for income taxes | 503 | 404 | |||||||||
| Effective tax rate | 18.2 | % | 23.9 | % | |||||||
| Impact of specified items | (2.7) | % | (8.0) | % | |||||||
| Effective tax rate excluding specified items | 15.5 | % | 15.9 | % | |||||||
The 5.7% decrease in our effective tax rate is primarily due to jurisdictional earnings mix resulting from amortization of acquired intangible assets, equity investment losses, litigation and other settlements, as well as releases of income tax reserves of $89 million related to the resolution of Celgene's 2009-2011 IRS audits, partially offset by the impact of changes in our Puerto Rico tax decree that eliminated a previously creditable excise tax.
42
The 0.4% decrease in Non-GAAP tax rate was due to the aforementioned tax reserve releases, partially offset by changes to our Puerto Rico tax decree.
Non-GAAP Financial Measures
Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwind of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) costs of acquiring a priority review voucher, (vii) divestiture gains or losses, (viii) stock compensation resulting from acquisition-related equity awards, (ix) pension, legal and other contractual settlement charges, (x) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method investments), (xi) income resulting from the change in control of the Nimbus Therapeutics TYK2 Program and (xii) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. We also provide international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on April 27, 2023 and are incorporated herein by reference.
Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management, analysts and investors' overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. This information is not intended to be considered in isolation or as a substitute for the related financial measures prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our consolidated financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
43
Specified items were as follows:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Inventory purchase price accounting adjustments | $ | 53 | $ | 52 | |||||||
| Site exit and other costs | 1 | — | |||||||||
| Cost of products sold | 54 | 52 | |||||||||
| Site exit and other costs | — | 2 | |||||||||
| Marketing, selling and administrative | — | 2 | |||||||||
| IPRD impairments | 20 | 40 | |||||||||
| Priority review voucher | 95 | — | |||||||||
| Inventory purchase price accounting adjustments | — | 87 | |||||||||
| Research and development | 115 | 127 | |||||||||
| Amortization of acquired intangible assets | 2,256 | 2,417 | |||||||||
|
Interest expense
(a)
|
(14) | (27) | |||||||||
| Equity investment losses | 150 | 643 | |||||||||
| Integration expenses | 67 | 105 | |||||||||
| Divestiture gains | — | (211) | |||||||||
| Loss on debt redemption | — | 275 | |||||||||
| Litigation and other settlements | (335) | (40) | |||||||||
| Provision for restructuring | 67 | 23 | |||||||||
| Other | (5) | — | |||||||||
| Other (income)/expense, net | (70) | 768 | |||||||||
| Increase to pretax income | 2,355 | 3,366 | |||||||||
| Income taxes on items above | (293) | (398) | |||||||||
| Increase to net earnings | $ | 2,062 | $ | 2,968 | |||||||
(a) Includes amortization of purchase price adjustments to Celgene debt.
The reconciliations from GAAP to Non-GAAP were as follows:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions, except per share data | 2023 | 2022 | |||||||||
| Net earnings attributable to BMS used for diluted EPS calculation – GAAP | 2,262 | $ | 1,278 | ||||||||
| Specified items | 2,062 | 2,968 | |||||||||
| Net earnings attributable to BMS used for diluted EPS calculation – Non-GAAP | $ | 4,324 | $ | 4,246 | |||||||
| Weighted-average common shares outstanding – diluted | 2,113 | 2,164 | |||||||||
| Diluted earnings per share attributable to BMS – GAAP | $ | 1.07 | $ | 0.59 | |||||||
| Diluted EPS attributable to specified items | 0.98 | 1.37 | |||||||||
| Diluted EPS attributable to BMS – Non-GAAP | $ | 2.05 | $ | 1.96 | |||||||
44
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Our net debt position was as follows:
| Dollars in Millions |
March 31,
2023 |
December 31,
2022 |
|||||||||
| Cash and cash equivalents | $ | 8,995 | $ | 9,123 | |||||||
| Marketable debt securities – current | 274 | 130 | |||||||||
| Total cash, cash equivalents and marketable debt securities | 9,269 | 9,253 | |||||||||
| Short-term debt obligations | (2,752) | (4,264) | |||||||||
| Long-term debt | (35,078) | (35,056) | |||||||||
| Net debt position | $ | (28,561) | $ | (30,067) | |||||||
We believe that our existing cash, cash equivalents and marketable debt securities, together with our ability to generate cash from operations and our access to short-term and long-term borrowings, are sufficient to satisfy our existing and anticipated cash needs, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, as well as any debt repurchases through redemptions or tender offers. During the first quarter of 2023, our net debt position decreased by $1.5 billion primarily driven by $3.0 billion of cash provided by operations partially offset by $1.4 billion of dividends and common stock repurchases.
During the first quarter of 2023, $1.6 billion of debt matured and was repaid including $750 million 2.750% Notes and $890 million 3.250% Notes.
Under our share repurchase program, we repurchased 3.7 million shares of common stock for $250 million in the first quarter of 2023. The remaining share repurchase capacity under the share repurchase program was $6.9 billion as of March 31, 2023.
During the first quarter of 2023, we paid dividends of $1.2 billion and declared dividend of $0.57 per common share. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.
Annual capital expenditures are expected to be approximately $1.2 billion and 1.4 billion in 2023 and 2024, respectively. We continue to make capital expenditures in connection with the expansion of our manufacturing capabilities, research and development and other facility-related activities.
There were no borrowings outstanding under our $5.0 billion revolving credit facility as of March 31, 2023 and December 31, 2022.
Under our commercial paper program, we may issue a maximum of $5.0 billion unsecured notes that have maturities of not more than 366 days from the date of issuance. There were no commercial paper borrowings outstanding as of March 31, 2023.
Cash Flows
The following is a discussion of cash flow activities:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2023 | 2022 | |||||||||
| Cash flow provided by/(used in): | |||||||||||
| Operating activities | $ | 2,970 | $ | 3,812 | |||||||
| Investing activities | (210) | 95 | |||||||||
| Financing activities | (3,050) | (5,653) | |||||||||
Operating Activities
The $842 million decrease in cash provided by operating activities compared to the first quarter of 2022 was due to changes in working capital requirements reflecting the timing of cash collections and payments in the ordinary course of business.
Investing Activities
The $305 million change in cash used in investing activities compared to 2022 was primarily due to changes in the amount of marketable debt securities held ($529 million), lower divestitures proceeds ($175 million) partially offset by lower Acquired IPRD payments ($316 million).
45
Financing Activities
The $2.6 billion decrease in cash used in financing activities compared to 2022 was primarily due to lower repurchases of common stock ($4.8 billion) partially offset by changes in net debt borrowings ($1.7 billion) and lower proceeds from stock option exercises ($425 million).
Product and Pipeline Developments
Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late-stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage pipeline since the start of the first quarter of 2023:
| Product | Indication | Date | Developments | ||||||||
| Opdivo | Melanoma | February 2023 |
Announced that the FDA has accepted the sBLA and the EMA has validated the Type II variation MAA for
Opdivo
as monotherapy in the adjuvant setting for the treatment of patients with completely resected stage IIB or IIC melanoma. The submissions were based on results from the Phase III CheckMate -76K trial. In the U.S., the FDA has assigned a PDUFA goal date of October 13, 2023.
|
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| NSCLC | March 2023 |
Ono, our alliance partner for
Opdivo
in Japan, announced the Japan's Ministry of Health, Labour and Welfare's supplemental approval of
Opdivo
plus chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC. The approval is based on results from the Phase III CheckMate -816 trial.
|
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| March 2023 |
Announced three-year results from the Phase III CheckMate -816 trial, demonstrating sustained clinical benefits with three cycles of
Opdivo
in combination with platinum-based chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC. While overall survival (OS) remained immature at this analysis, there was a continued encouraging trend in OS favoring neoadjuvant
Opdivo
with chemotherapy over chemotherapy alone, long-term improvement in event-free survival (EFS) and time to distant metastasis.
|
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| RCC | February 2023 |
Announced three-year results from the Phase III CheckMate -9ER demonstrating sustained overall survival and objective response rate benefits the treatment with
Opdivo
in combination with
Cabometyx
*
(cabozantinib) versus sunitinib in the first-line treatment of advanced RCC. In addition, an exploratory biomarker analysis demonstrated that improvements in median progression-free survival and overall survival were sustained regardless of PD-L1 status.
|
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| UC | February 2023 |
Announced three-year results from the Phase III CheckMate -274 trial demonstrating significant sustained clinical benefits with
Opdivo
for the adjuvant treatment of patients with surgically resected, high-risk muscle-invasive UC and continuous improvement in disease-free survival, non-urothelial tract recurrence-free survival, distant metastasis-free survival and second progression-free survival compared to placebo across all-randomized patients and in patients whose tumor cells express PD-L1 ≥1%.
|
|||||||||
| Reblozyl | Beta Thalassemia | March 2023 |
Announced EC approval of
Reblozyl
for the treatment in adult patients of anemia associated with non-transfusion-dependent beta thalassemia. The approval is based on results from the Phase II BEYOND study.
|
||||||||
| Abecma | Multiple Myeloma | April 2023 |
Announced with our alliance partner, 2seventy bio, Inc., that the FDA accepted the sBLA for
Abecma
for the treatment of adult patients with relapsed and refractory multiple myeloma who have received an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. The FDA has assigned a PDUFA goal date of December 16, 2023. The EMA has also validated our Type II variation for the extension of indication for
Abecma
to treat adult patients with relapsed or refractory multiple myeloma who have received an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. Validation of the application confirms the submission is complete and begins the procedure and scientific assessment. In addition, the Japan's Ministry of Health, Labour and Welfare has accepted our sNDA for
Abecma
in patients who have received at least two prior therapies, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody, and have experienced disease progression or relapse after the last therapy. The three regulatory applications are based on results from the Phase III KarMMa-3 study.
|
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46
| Product | Indication | Date | Developments | ||||||||
| Breyanzi | Lymphoma | March 2023 |
Announced that the CHMP of the EMA has recommended approval of
Breyanzi
for the treatment of adult patients with diffuse large B-cell lymphoma, high grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B, who relapsed within 12 months from completion of, or are refractory to, first-line chemoimmunotherapy. The positive opinion is based on results from the Phase III TRANSFORM trial evaluating
Breyanzi
compared to the standard of care.
|
||||||||
| January 2023 |
Announced positive topline results from the Phase II portion of the TRANSCEND CLL 004, a Phase I/II, open-label, single-arm, multicenter study evaluating
Breyanzi
in adults with relapsed or refractory chronic lymphocytic leukemia or small lymphocytic lymphoma. The Phase II portion of the study met the primary endpoint of complete response rate compared to historical control.
|
||||||||||
| Sotyktu | Plaque Psoriasis | March 2023 |
Announced EC approval of
Sotyktu
for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy. The approval was based on Phase III POETYK PSO-1 and POETYK PSO-2 clinical trials as well as additional data from the POETYK PSO long-term extension trial.
|
||||||||
| Camzyos | Obstructive HCM | April 2023 |
Announced that the CHMP of the EMA has recommended approval of
Camzyos
for the treatment of symptomatic (New York Heart Association class II-III) obstructive HCM in adult patients. The positive opinion is based on results from the Phase III EXPLORER-HCM and VALOR-HCM trials.
|
||||||||
| milvexian | Thrombosis | March 2023 |
Announced with our alliance partner Janssen Pharmaceuticals Inc., the launch of the Phase III Librexia program studying milvexian, an investigational oral factor XIa inhibitor (antithrombotic). The Librexia program will provide important data across three indication-seeking studies: Librexia STROKE, Librexia ACS and Librexia AF.
The Librexia STROKE trial will evaluate milvexian in addition to standard of care antiplatelet therapy for stroke prevention in patients after an acute ischemic stroke or high-risk transient ischemic attack. The Librexia ACS trial will evaluate event reduction in acute coronary syndromes in addition to standard of care antiplatelet therapy. The Librexia AF trial will investigate milvexian compared to apixaban in the prevention of stroke in patients with atrial fibrillation. |
||||||||
Critical Accounting Policies
The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2022 Form 10-K. There have been no material changes to our critical accounting policies during the three months ended March 31, 2023. For information regarding the impact of recently adopted accounting standards, refer to "Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards."
47
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain "forward-looking" statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as "should," "could," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe," "will" and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions of Celgene, MyoKardia, and Turning Point, the impact of the COVID-19 pandemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug prices, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our 2022 Form 10-K, particularly under the section "Item 1A. Risk Factors," and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.
Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this Quarterly Report on Form 10-Q.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of our market risk, refer to "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our 2022 Form 10-K.
Item 4. CONTROLS AND PROCEDURES
Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31, 2023, such disclosure controls and procedures are effective.
There were no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
48
PART II—OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Information pertaining to legal proceedings can be found in "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies," to the interim consolidated financial statements, and is incorporated by reference herein.
Item 1A. RISK FACTORS
There have been no material changes from the risk factors disclosed in the Company's 2022 Form 10-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the surrenders of our equity securities during the three months ended March 31, 2023:
| Period |
Total Number of Shares Purchased
(a)
|
Average Price Paid per Share
(a)
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
(b)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
(b)
|
|||||||||||||||||||
| Dollars in millions, except per share data | |||||||||||||||||||||||
| January 1 to 31, 2023 | 24,631 | $ | 72.51 | — | $ | 7,169 | |||||||||||||||||
| February 1 to 28, 2023 | 19,132 | 72.05 | — | 7,169 | |||||||||||||||||||
| March 1 to 31, 2023 | 6,292,071 | 66.34 | 3,749,847 | 6,919 | |||||||||||||||||||
| Three months ended March 31, 2023 | 6,335,834 | 3,749,847 | |||||||||||||||||||||
(a)
Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.
(b)
In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. Following this authorization, the Board subsequently approved additional authorizations, including most recently, in February 2020, January 2021 and December 2021, in the amount $5.0 billion, $2.0 billion and $15.0 billion, respectively, to the share repurchase authorization. The remaining share repurchase capacity under the program was approximately $6.9 billion as of March 31, 2023. Refer to "Item 1. Financial Statements—Note 17. Equity" of the 2022 Form 10-K for information on the share repurchase program.
49
Item 6. EXHIBITS
Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).
| Exhibit No. | Description | |||||||
| 31a. | ||||||||
| 31b. | ||||||||
| 32a. | ||||||||
| 32b. | ||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries.
Abilify
is a trademark of Otsuka Pharmaceutical Co., Ltd.;
Atripla
is a trademark of Gilead Sciences, LLC.;
Cabometyx
is a trademark of Exelixis, Inc.;
Onglyza
is a trademark of AstraZeneca AB;
Gleevec
is a trademark of Novartis AG;
Keytruda
is a trademark of Merck Sharp & Dohme Corp;
Otezla
is a trademark of Amgen Inc.;
Plavix
is a trademark of Sanofi;
Tecentriq
is a trademark of Genentech, Inc.; and
Yescarta
is a trademark of Kite Pharma, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.
50
SUMMARY OF ABBREVIATED TERMS
Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form 10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:
| 2022 Form 10-K | Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2022 | LIBOR | London Interbank Offered Rate | ||||||||
| AML | acute myeloid leukemia | LOE | loss of exclusivity | ||||||||
| Amylin | Amylin Pharmaceuticals, Inc. | MAA | marketing authorization application | ||||||||
| ANDA | Abbreviated New Drug Application | MDL | multi-district litigation | ||||||||
| AstraZeneca | AstraZeneca PLC | MDS | myelodysplastic syndromes | ||||||||
| ASR | accelerated share repurchase | MPM | malignant pleural mesothelioma | ||||||||
| BLA | Biologics License Application | MyoKardia | MyoKardia, Inc. | ||||||||
| CAR-T | chimeric antigen receptor T-cell | NDA | New Drug Application | ||||||||
| CD38 | cyclic ADP ribose hydrolase | NKT | natural killer T cells | ||||||||
| Celgene | Celgene Corporation | NSCLC | non-small cell lung cancer | ||||||||
| Celgene Acquisition Plan | Restructuring and integration plan implemented as a result of the acquisition of Celgene in 2019 | NVAF | non-valvular atrial fibrillation | ||||||||
| CERCLA | U.S. Comprehensive Environmental Response, Compensation and Liability Act | OTC | over-the-counter | ||||||||
| Cheplapharm | Cheplapharm Arzneimittel GmbH | Otsuka | Otsuka Pharmaceutical Co., Ltd. | ||||||||
| CHMP | Committee for Medicinal Products for Human Use | PD-1 | programmed cell death protein 1 | ||||||||
| CML | chronic myeloid leukemia | PD-L1 | programmed death-ligand 1 | ||||||||
| CRC | colorectal carcinoma | Pfizer | Pfizer, Inc. | ||||||||
| Dragonfly | Dragonfly Therapeutics, Inc. | PsA | psoriatic arthritis | ||||||||
| EC | European Commission | Quarterly Report on Form 10-Q | Quarterly Report of the Company on Form 10-Q for the quarterly period ended March 31, 2023 | ||||||||
| EMA | European Medicines Agency | R&D | research and development | ||||||||
| EPS | earnings per share | RA | rheumatoid arthritis | ||||||||
| Exchange Act | the Securities Exchange Act of 1934 | RBC | red blood cell | ||||||||
| EU | European Union | RCC | renal cell carcinoma | ||||||||
| FASB | Financial Accounting Standards Board | REMS | risk evaluation and mitigation strategy | ||||||||
| FDA | U.S. Food and Drug Administration | Sanofi | Sanofi S.A. | ||||||||
| GAAP | generally accepted accounting principles | sBLA | supplemental Biologics License Application | ||||||||
| GTN | gross-to-net | sNDA | supplemental New Drug Application | ||||||||
| HCC | hepatocellular carcinoma | SEC | U.S. Securities and Exchange Commission | ||||||||
| HCM | hypertrophic cardiomyopathy | SPC | Supplementary Protection Certificate | ||||||||
| Immatics | Immatics Biotechnologies GmbH. | Takeda | Takeda Pharmaceutical Company Limited | ||||||||
| IPRD | in-process research and development | Turning Point | Turning Point Therapeutics, Inc. | ||||||||
| IRA | Inflation Reduction Act signed into law in August 2021 | UC | ulcerative colitis | ||||||||
| IRS | Internal Revenue Service | U.S. | United States | ||||||||
| JIA | juvenile idiopathic arthritis | UK | United Kingdom | ||||||||
| Juno | Juno Therapeutics, Inc. | VAT | value added tax | ||||||||
| LAG-3 | lymphocyte activation gene-3 | ||||||||||
51
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
BRISTOL-MYERS SQUIBB COMPANY
(REGISTRANT) |
|||||||||||
| Date: | April 27, 2023 | By: | /s/ Giovanni Caforio, M.D. | ||||||||
|
Giovanni Caforio, M.D.
Chairman of the Board and Chief Executive Officer
|
|||||||||||
| Date: | April 27, 2023 | By: | /s/ David V. Elkins | ||||||||
|
David V. Elkins
Chief Financial Officer
|
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52
TABLE OF CONTENTS
Part I Financial InformationprintItem 1. Financial StatementsprintNote 1. Basis Of Presentation and Recently Issued Accounting StandardsprintNote 2. RevenueprintNote 3. AlliancesprintNote 4. Divestitures, Licensing and Other ArrangementsprintNote 5. Other (income)/expense, NetprintNote 6. RestructuringprintNote 7. Income TaxesprintNote 8. Earnings Per ShareprintNote 9. Financial Instruments and Fair Value MeasurementsprintNote 10. Financing ArrangementsprintNote 11. ReceivablesprintNote 12. InventoriesprintNote 13. Property, Plant and EquipmentprintNote 14. Goodwill and Other Intangible AssetsprintNote 15. Supplemental Financial InformationprintNote 16. EquityprintNote 17. Employee Stock Benefit PlansprintNote 18. Legal Proceedings and ContingenciesprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 6. Exhibitsprint