Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
Note 1. Basis of Presentation and New Accounting Standards |
Note 1. Basis of Presentation and New Accounting Standards
Bristol-Myers Squibb Company (which may be referred to as Bristol-Myers Squibb, BMS or the Company) prepared these unaudited consolidated financial statements following the requirements of the Securities and Exchange Commission and United States (U.S.) generally accepted accounting principles (GAAP) for interim reporting. Under those rules, certain footnotes and other financial information that are normally required by GAAP for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Form 10-Q. These consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Companys financial position at June30, 2009 and December31, 2008, the results of its operations for the three and six months ended June30, 2009 and 2008 and its cash flows for the six months ended June30, 2009. All material intercompany balances and transactions have been eliminated. Material subsequent events are evaluated and disclosed through the report issuance date, July23, 2009. These unaudited consolidated financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December31, 2008 included in our Current Report on Form 8-K filed on April28, 2009. See Note 3. Business Segments for discussion of the change in business segments, due to the Mead Johnson Nutrition Company (Mead Johnson) initial public offering. Certain reclassifications were made to conform to the current period presentation.
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 Company recognizes revenue when title and substantially all the risks and rewards of ownership have transferred to the customer. Generally, revenue is recognized at the time of shipment; however, for certain sales made by Mead Johnson and certain non-U.S. businesses within the BioPharmaceuticals segment, revenue is recognized on the date of receipt by the purchaser. Revenues are reduced at the time of recognition to reflect expected returns that are estimated based on historical experience and business trends. Additionally, provisions are made at the time of revenue recognition for all discounts, rebates and estimated sales allowances based on historical experience updated for changes in facts and circumstances, as appropriate. Such provisions are recorded as a reduction of revenue.
In addition, the Company includes alliance revenue in net sales. The Company has agreements to promote pharmaceuticals discovered by other companies. Alliance revenue is based upon a percentage of the Companys copromotion partners net sales and is earned when the related product is shipped by the copromotion partners and title passes to the customer.
The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of a |
Note 2. Alliances and Collaborations |
Note 2. Alliances and Collaborations
sanofi
The Company has agreements with sanofi-aventis (sanofi) for the codevelopment and cocommercialization of AVAPRO*/AVALIDE* (irbesartan/irbesartan-hydrochlorothiazide), an angiotensin II receptor antagonist indicated for the treatment of hypertension and diabetic nephropathy, and PLAVIX* (clopidogrel bisulfate), a platelet aggregation inhibitor. The worldwide alliance operates under the framework of two geographic territories; one in the Americas (principally the U.S., Canada, Puerto Rico and Latin American countries) and Australia and the other in Europe and Asia. Accordingly, two territory partnerships were formed to manage central expenses, such as marketing, research and development and royalties, and to supply finished product to the individual countries. In general, at the country level, agreements either to copromote (whereby a partnership was formed between the parties to sell each brand) or to comarket (whereby the parties operate and sell their brands independently of each other) are in place. The agreements expire on the later of (i)with respect to PLAVIX*, 2013 and, with respect to AVAPRO*/AVALIDE*, 2012 in the Americas and Australia and 2013 in Europe and Asia and (ii)the expiration of all patents and other exclusivity rights in the applicable territory. The Company acts as the operating partner for the territory covering the Americas and Australia and owns a 50.1% majority controlling interest in this territory. Sanofis ownership interest in this territory is 49.9%. As such, the Company consolidates all country partnership results for this territory and records sanofis share of the results as a noncontrolling interest which was $424 million ($283 million after-tax) and $354 million ($238 million after-tax) for the three months ended June30, 2009 and 2008, respectively, and $815 million ($549 million after-tax) and $688 million ($464 million after-tax) for the six months ended June30, 2009 and 2008, respectively. The Company recorded net sales in this territory and in comarketing countries outside this territory (Germany, Italy, Spain and Greece) of $1,851 million and $1,722 million for the three months ended June30, 2009 and 2008, respectively, and $3,588 million and $3,335 million for the six months ended June30, 2009 and 2008, respectively.
Cash flows from operating activities of the partnerships in the territory covering the Americas and Australia are recorded as operating activities within the Companys consolidated statements of cash flows. Distributions of partnership profits to sanofi and sanofis funding of ongoing partnership operations occur on a routine basis and are also recorded within operating activities on the Companys consolidated statements of cash flows.
Sanofi acts as the operating partner for the territory covering Europe and Asia and owns a 50.1% majority financial controlling interest within this territory. The Companys ownership interest in the partnership within this territory is 49.9%. The Company accounts for the investment in partnership entities in this territory under the equity method and records its share of the results in equity in net income of |
Note 3. Business Segments |
Note 3. Business Segments
Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. The Company reports financial and operating information in two segments BioPharmaceuticals and Mead Johnson. The BioPharmaceuticals segment is comprised of the global biopharmaceutical and international consumer medicines businesses. The Mead Johnson segment consists of the Companys 83.1% interest in Mead Johnson Nutrition Company, which is primarily an infant formula and childrens nutrition business.
Effective January1, 2009, the Company changed its measurement of segment income for all the periods presented. The following summarizes the most significant changes from the previously reported amounts:
Certain items that were previously excluded from segment results are now included, including, but not limited to, costs attributed to certain corporate administrative functions and programs, stock-based compensation expense and net interest expense;
Certain items that were previously included in segment results are now excluded, including but not limited to, costs attributed to productivity transformation initiative (PTI), upfront milestone payments and acquired in-process research and development; and
The pre-tax income attributable to noncontrolling interest is excluded from the segment results.
The following table reconciles the Companys segment results to earnings from continuing operations before income taxes:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
Dollars in Millions 2009 2008 2009 2008
Segment results:
BioPharmaceuticals $ 1,242 $ 848 $ 2,340 $ 1,680
Mead Johnson 151 188 310 396
Total segment results 1,393 1,036 2,650 2,076
Reconciliation of segment results to earnings from continuing operations before income taxes:
Productivity transformation initiative (82 ) (109 ) (111 ) (222 )
Auction rate securities (ARS) impairment charge and gain on sale 2 (23 )
Upfront and milestone payments and acquired in-process research and development (29 ) (63 ) (174 ) (83 )
Litigation and product liability charges (28 ) (2 ) (125 ) (18 )
Mead Johnson separation costs (8 ) (1 ) (25 ) (1 )
Mead Johnson gain on sale of trademark 12 12
Debt buyback and swap terminations 11 11
Noncontrolling interest 472 358 887 699
Earnings from continuing operations before income taxes $ 1,741 $ 1,221 $ 3,125 $ 2,428
Net sales of the Companys key products and product categories within business segments were as follows:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
Dollars in Millions 2009 2008 2009 |
Note 4. Restructuring |
Note 4. Restructuring
The Companys productivity transformation initiative is designed to fundamentally change the way it runs its business to meet the challenges of a changing business environment, to take advantage of the diverse opportunities in the marketplace as the Company is transforming into a next-generation biopharmaceutical company, and to create a total of $2.5 billion in annual productivity cost savings and cost avoidance by 2012. In connection with the PTI, the Company aims to achieve a culture of continuous improvement to enhance its efficiency, effectiveness and competitiveness and to substantially improve its cost base.
The charges associated with the PTI are estimated to be in the range of $1.3 billion to $1.6 billion, which includes $806 million of costs already incurred. The incurred costs are net of $214 million of gains related to the sale of mature product lines and businesses. The exact timing of the recognition of PTI charges cannot be predicted with certainty and will be affected by the existence of triggering events for expense recognition, among other factors.
The Company recorded the following PTI charges:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
Dollars in Millions 2009 2008 2009 2008
Provision for restructuring, net $ 20 $ 30 $ 47 $ 41
Accelerated depreciation, asset impairment and other shutdown costs 24 58 50 154
Retirement plan curtailment charge (Note 17) 25 25
Process standardization implementation costs 24 21 44 36
Gain on sale of product lines, businesses and assets (11 ) (55 ) (9 )
Total $ 82 $ 109 $ 111 $ 222
Most of the accelerated depreciation, asset impairment charges and other shutdown costs were included in cost of products sold and primarily relate to the rationalization of the Companys manufacturing network in the BioPharmaceuticals segment. These assets continue to be depreciated until the facility closures are complete. The remaining costs of PTI were primarily attributed to process standardization activities across the Company and are recognized as incurred.
Restructuring charges included termination benefits for workforce reductions of manufacturing, selling, administrative, and research and development personnel across all geographic regions of approximately 140 and 170 for the three months ended June30, 2009 and 2008, respectively, and 355 and 370 for the six months ended June30, 2009 and 2008, respectively. The following tables present the detail of expenses incurred in connection with the restructuring activities:
ThreeMonthsEndedJune30,2009 ThreeMonthsEndedJune30,2008
Dollars in Millions Termination Benefits OtherExit Costs Total Termination Benefits OtherExit Costs Total
Charges $ 18 $ $ 18 $ 27 $ $ 27
Changes in estimates 2 2 3 3
Provision for restructuring, net $ 20 $ |
Note 5. Mead Johnson Nutrition Company Initial Public Offering |
Note 5. Mead Johnson Nutrition Company Initial Public Offering
In February 2009, Mead Johnson Nutrition Company completed an initial public offering (IPO), in which it sold 34.5million shares of its ClassA common stock at $24 per share. The net proceeds, after deducting $46 million of underwriting discounts, commissions and offering expenses, were $782 million, which were allocated to noncontrolling interest and capital in excess of par value of stock within the Companys equity.
Upon completion of the IPO, the Company held 42.3million shares of Mead Johnson ClassA common stock and 127.7million shares of Mead Johnson Class B common stock, representing an 83.1% interest in Mead Johnson and 97.5% of the combined voting power of the outstanding common stock. The rights of the holders of the shares of ClassA common stock and Class B common stock are identical, except with regard to voting and conversion. Each share of ClassA common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time at the election of the holder into one share of ClassA common stock. The Class B common stock will automatically convert into shares of ClassA common stock in certain circumstances.
Mead Johnson continues to be consolidated for financial reporting purposes. The Company has entered into various agreements related to the separation of Mead Johnson, including a separation agreement, a transitional services agreement, a tax matters agreement, a registration rights agreement and an employee matters agreement. |
Note 6. Discontinued Operations |
Note 6. Discontinued Operations
As discussed in our 2008 Annual Report on Form 10-K, the Company completed the divestiture of ConvaTec and Medical Imaging. The results of the ConvaTec and Medical Imaging businesses are included in net earnings from discontinued operations for the three months and six months ended June30, 2008. The Medical Imaging business divestiture was completed in the first quarter of 2008, resulting in a pre-tax gain of $25 million (after-tax loss of $43 million).
The following summarized financial information related to the ConvaTec and Medical Imaging businesses has been segregated from continuing operations in 2008 and reported as discontinued operations through the date of disposition and does not reflect the costs of certain services provided to ConvaTec and Medical Imaging by the Company. These costs were not allocated by the Company to ConvaTec and Medical Imaging and were for services that included legal counsel, insurance, external audit fees, payroll processing, certain human resource services and information technology systems support.
ThreeMonthsEndedJune30,2008 SixMonthsEndedJune30,2008
Dollars in Millions ConvaTec Medical Imaging Total ConvaTec Medical Imaging Total
Net sales $ 322 $ 8 $ 330 $ 612 $ 26 $ 638
Earnings before income taxes $ 83 $ 1 $ 84 $ 166 $ 5 $ 171
Curtailment losses and special termination benefits 16 16 16 16
Provision for income taxes 26 26 55 1 56
Earnings, net of taxes $ 41 $ 1 $ 42 $ 95 $ 4 $ 99
The consolidated statements of cash flows include the ConvaTec and Medical Imaging businesses through the date of disposition. The Company uses a centralized approach for cash management and financing of its operations; as such, debt was not allocated to these businesses. |
Note 7. Earnings Per Share |
Note 7. Earnings Per Share
The numerator for basic earnings per share is net earnings attributable to shareholders reduced by dividends and undistributed earnings attributable to unvested shares. The numerator for diluted earnings per share is net earnings attributable to shareholders with interest expense added back for the assumed conversion of the convertible debt into common stock and reduced by dividends and undistributed earnings attributable to unvested shares. The denominator for basic earnings per share is the weighted-average number of common stock outstanding during the period. The denominator for diluted earnings per share is the weighted-average shares outstanding adjusted for the effect of dilutive stock options, restricted shares and contingently convertible debt into common stock. The computations for basic and diluted earnings per common share were as follows:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
Amounts in Millions, Except Per Share Data 2009 2008 2009 2008
Basic:
Net Earnings from Continuing Operations $ 1,298 $ 963 $ 2,219 $ 1,840
Less Net Earnings Attributable to Noncontrolling Interest (315 ) (241 ) (598 ) (471 )
Net Earnings from Continuing Operations Attributable to Bristol-Myers Squibb Company 983 722 1,621 1,369
Dividends and undistributed earnings attributable to unvested shares (6 ) (4 ) (9 ) (7 )
Net Earnings from Continuing Operations Attributable to Bristol-Myers Squibb Company used for Basic Earnings per Common Share Calculation 977 718 1,612 1,362
Discontinued Operations:
Earnings, net of taxes 42 99
Loss on Disposal, net of taxes (43 )
Net Earnings Attributable to Bristol-Myers Squibb Company $ 977 $ 760 $ 1,612 $ 1,418
Basic Earnings Per Share:
Average Common Shares Outstanding Basic 1,980 1,977 1,979 1,976
Net Earnings from Continuing Operations Attributable to Bristol-Myers Squibb Company per Common Share $ 0.49 $ 0.36 $ 0.81 $ 0.69
Discontinued Operations:
Earnings, net of taxes 0.02 0.05
Loss on Disposal, net of taxes (0.02 )
Net Earnings Attributable to Bristol-Myers Squibb Company per Common Share $ 0.49 $ 0.38 $ 0.81 $ 0.72
Diluted:
Net Earnings from Continuing Operations $ 1,298 $ 963 $ 2,219 $ 1,840
Less Net Earnings Attributable to Noncontrolling Interest (315 ) (241 ) (598 ) (471 )
Net Earnings from Continuing Operations Attributable to Bristol-Myers Squibb Company |
Note 8. Other (Income)/Expense, Net |
Note 8. Other (Income)/Expense, Net
The components of other (income)/expense, net were as follows:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
Dollars in Millions 2009 2008 2009 2008
Interest expense $ 42 $ 80 $ 94 $ 153
Interest income (14 ) (31 ) (27 ) (74 )
Gain on debt buyback and termination of interest rate swap agreements (11 ) (11 )
ARS impairment charge 25
Foreign exchange transaction losses/(gains) 17 (2 ) 4 17
Gain on sale of product lines, businesses and assets (23 ) (67 ) (9 )
Net royalty income and amortization of upfront and milestone payments received from alliance partners (Note 2) (34 ) (41 ) (69 ) (82 )
Pension curtailment charge (Note 17) 25 25
Other, net (24 ) (19 ) (49 ) (11 )
Other (income)/expense, net $ (22 ) $ (13 ) $ (100 ) $ 19
Interest expense was reduced by $29 million and $15 million for the three months ended June30, 2009 and 2008, respectively, and $53 million and $22 million for the six months ended June30, 2009 and 2008, respectively, from the effects of interest rate swaps. In addition, interest expense was further reduced by $7 million and less than $1 million for the three months ended June30, 2009 and 2008, respectively, and $12 million and less than $1 million for the six months ended June30, 2009 and 2008, respectively, from the termination of interest rate swaps during 2009 and 2008. See Note 20. Financial Instruments for additional discussion on terminated swap contracts.
Interest income relates primarily to interest earned on cash, cash equivalents and investments in marketable securities. For further detail on ARS impairment charge, see Note 11. Cash, Cash Equivalents and Marketable Securities.
Foreign exchange transaction losses were primarily due to a weakening U.S. dollar impact on non-qualifying foreign exchange hedges and the re-measurement of non-functional currency denominated transactions.
Gain on sale of product lines, businesses and assets were primarily related to the sale of mature brands, including the Pakistan business in 2009.
Other, net includes income from third-party contract manufacturing, gains and losses on the sale of property, plant and equipment, deferred income recognized, certain litigation charges/recoveries, and ConvaTec and Medical Imaging net transitional service fees. |
Note 9. Income Taxes |
Note 9. Income Taxes
The effective income tax rate on earnings from continuing operations before income taxes was 25.4% and 29.0% for the three and six months ended June30, 2009, respectively, compared to 21.1% and 24.2% for the three and six months ended June30, 2008, respectively. The higher tax rate in the three months ended June30, 2009 compared to the same period in 2008 was due primarily to a tax benefit of $91 million recorded in the three months ended June30, 2008 related to the effective settlement of the 20022003 audit with the Internal Revenue Service. In addition, the three months ended June30, 2009 included offsetting effects related to the Mead Johnson separation activities discussed below and a $40 million tax benefit related to the final settlement of certain state audits. The higher tax rate in the six months ended June30, 2009 compared to the same period in 2008 was primarily related to the transfer of various international units of the Company to Mead Johnson prior to its initial public offering in addition to the items discussed above.
U.S. income taxes have not been provided on the earnings of certain low tax non-U.S. subsidiaries that are not projected to be distributed this year since the Company has invested or expects to invest such earnings permanently offshore. If, in the future, these earnings are repatriated to the U.S., or if the Company determines such earnings will be remitted in the foreseeable future, additional tax provisions would be required.
President Obamas Administration has proposed reforms to the international tax laws that if adopted may increase taxes and reduce the Companys results of operations and cash flows.
The Company has recorded significant deferred tax assets related to U.S. foreign tax credit and research and development tax credit carryforwards. The foreign tax credit and research and development tax credit carryforwards expire in varying amounts beginning in 2014. Realization of foreign tax credit and research tax credit carryforwards is dependent on generating sufficient domestic-sourced taxable income prior to their expiration.Although realization is not assured, management believes it is more likely than not that these deferred tax assets will be realized.
The Company will continue to file a U.S. federal consolidated federal tax return and various state combined tax returns with Mead Johnson. As part of the initial public offering of Mead Johnson, a tax sharing agreement was put in place between the Company and Mead Johnson. Mead Johnson will make payments to the Company on a quarterly basis for its tax liability for U.S. federal purposes and various state purposes computed as a stand alone entity. These payments represent either Mead Johnsons share of the tax liability or reimbursement to the Company for utilization of certain tax attributes. The Company has agreed to indemnify Mead Johnson for any outstanding tax liabilities or audit exposures (such as, income, salesand use, or property taxes) that existed for periods prior to the initial public offering.
The Company classifies interest expense and penalties related to unrecognized tax benefits as income tax expense. |
Note 10. Fair Value Measurement |
Note 10. Fair Value Measurement
Financial assets and liabilities carried at fair value at June30, 2009 are classified in one of the three categories, which are described below:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
Dollars in Millions Level1 Level 2 Level3 Total
Available for Sale:
U.S. Government Agency Securities $ 550 $ $ $ 550
U.S. Treasury Bills 160 160
Equity Securities 28 28
Prime Money Market Funds 3,275 3,275
U.S. Treasury Money Market Funds 1,454 1,454
U.S. Government Agency Money Market Funds 918 918
Corporate Debt Securities 393 393
FDIC Insured Debt Securities 301 301
Floating Rate Securities 96 96
Auction Rate Securities 94 94
Total available for sale assets 738 6,341 190 7,269
Derivatives:
Interest Rate Swap Derivatives 210 210
Foreign Exchange Derivatives 27 27
Total derivative assets 237 237
Total assets at fair value $ 738 $ 6,578 $ 190 $ 7,506
Dollars in Millions Level 1 Level 2 Level 3 Total
Derivatives:
Foreign Exchange Derivatives $ $ 39 $ $ 39
Interest Rate Swap Derivatives 13 13
Natural Gas Contracts 5 5
Total derivative liabilities 57 57
Total liabilities at fair value $ $ 57 $ $ 57
At June30, 2009, the majority of the Companys ARS are primarily rated BBB/Baa1 or better; however, several of the ARS are rated below investment grade at BBB/Caa2. ARS primarily represent interests in insurance securitizations and, to a lesser extent, structured credits. Due to the lack of observable market quotes on the Companys ARS portfolio, the Company utilizes valuation models that rely exclusively on Level 3 inputs, including those that are based on expected cash flow streams and collateral values including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The valuation of the Companys ARS investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact the Companys valuation include changes to credit ratings of the securities as well as to the underlying assets |
Note 11. Cash, Cash Equivalents and Marketable Securities |
Note 11. Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents at June30, 2009 and December31, 2008 of $7,507 million and $7,976 million, respectively, primarily consisted of U.S. government agency securities. Cash equivalents primarily consist of highly liquid investments with original maturities of three months or less at the time of purchase and are recorded at cost, which approximates fair value. The Company maintains cash and cash equivalent balances in U.S. dollars and foreign currencies, which are subject to currency rate risk.
The following tables summarize the Companys current and non-current marketable securities, which include U.S. dollar-denominated FRS and ARS, and are accounted for as available for sale debt securities:
June30, 2009 December31, 2008
Dollars in Millions Cost FairValue Carrying Value Unrealized (Loss)/Gainin Accumulated OCI Cost FairValue Carrying Value Unrealized (Loss)/Gainin Accumulated OCI
Current:
U.S. government agency securities $ 350 $ 350 $ 350 $ $ $ $ $
U.S. Treasury Bills 160 160 160 179 180 180 1
FDIC insured debt securities 100 100 100
Floating rate securities 3 3 3 115 109 109 (6 )
Total current $ 613 $ 613 $ 613 $ $ 294 $ 289 $ 289 $ (5 )
Non-current:
Corporate debt securities $ 394 $ 393 $ 393 $ (1 ) $ $ $ $
FDIC insured debt securities 200 201 201 1
U.S. government agency securities 200 200 200
Auction rate securities 169 94 94 169 94 94
Floating rate securities 131 93 93 (38 ) 139 94 94 (45 )
Other 2 2 2
Total non-current $ 1,096 $ 983 $ 983 $ (38 ) $ 308 $ 188 $ 188 $ (45 )
The following table summarizes the activity for those financial assets where fair value measurements are estimated utilizing Level 3 inputs (ARS and FRS):
2009 2008
Current Non-current Current Non-current
Dollars in Millions FRS FRS ARS Total FRS FRS ARS Total
Carrying value at January1 $ 109 $ 94 $ 94 $ 297 $ 337 $ $ 419 $ 756
Settlements (112 ) (8 ) (120 ) (103 ) (49 ) (152 )
Transfers between current and non-current (104 ) 104
Losses included in earnings |
Note 12. Receivables, Net |
Note 12. Receivables, Net
The major categories of receivables were as follows:
Dollars in Millions June30, 2009 December31, 2008
Trade receivables $ 2,487 $ 2,545
Alliance partners receivables 857 804
Income tax refund claims 102 64
Miscellaneous receivables 303 359
3,749 3,772
Less allowances 130 128
Receivables, net $ 3,619 $ 3,644
Receivables are netted with deferred income related to alliance partners until recognition of income. As a result, a corresponding reclassification was made which reduced alliance partner receivables and deferred income by $499 million and $566 million at June30, 2009 and December31, 2008, respectively. For additional information on the Companys alliance partners, see Note 2. Alliances and Collaborations.
In the aggregate, receivables due from three pharmaceutical wholesalers in the U.S. represented 38% and 35% of total trade receivables at June30, 2009 and December31, 2008, respectively. |
Note 13. Inventories, Net |
Note 13. Inventories, Net
The major categories of inventories were as follows:
Dollars in Millions June30, 2009 December31, 2008
Finished goods $ 721 $ 707
Work in process 669 738
Raw and packaging materials 390 320
Inventories, net $ 1,780 $ 1,765
Inventories expected to remain on-hand beyond one year were $288 million at June30, 2009 and $185 million at December31, 2008 and were included in non-current other assets.
Inventories include capitalized costs related to production of products for programs in Phase III development subject to final U.S. Food and Drug Administration approval. The probability of future sales, as well as the status of the regulatory approval process were considered in assessing the recoverability of these costs. These capitalized costs were $52 million and $47 million at June30, 2009 and December31, 2008, respectively. |
Note 14. Property, Plant and Equipment, Net |
Note 14. Property, Plant and Equipment, Net
The major categories of property, plant and equipment were as follows:
Dollars in Millions June30, 2009 December31, 2008
Land $ 150 $ 149
Buildings 4,619 4,506
Machinery, equipment and fixtures 4,077 4,007
Construction in progress 828 787
Total property, plant and equipment 9,674 9,449
Less accumulated depreciation 4,206 4,044
Property, plant and equipment, net $ 5,468 $ 5,405
Capitalized interest was $8 million and $12 million for the six months ended June30, 2009 and 2008, respectively. |
Note 15. Accrued Expenses |
Note 15. Accrued Expenses
The major categories of accrued expenses were as follows:
Dollars in Millions June30, 2009 December31, 2008
Employee compensation and benefits $ 467 $ 784
Royalties 563 515
Accrued research and development 451 466
Restructuringcurrent 129 158
Pension and postretirement benefits 84 90
Other 854 923
Total accrued expenses $ 2,548 $ 2,936
|
Note 16. Equity |
Note 16. Equity
Changes in common shares, treasury stock, capital in excess of par value of stock and restricted stock were as follows:
Dollars and Shares in Millions CommonShares Issued Treasury Stock Cost ofTreasury Stock CapitalinExcess of Par Value of Stock Restricted Stock
Balance at January1, 2008 2,205 226 $ (10,584 ) $ 2,722 $ (97 )
Employee stock compensation plans 14 53 5
Balance at June30, 2008 2,205 226 $ (10,570 ) $ 2,775 $ (92 )
Balance at January1, 2009 2,205 226 $ (10,566 ) $ 2,828 $ (71 )
Mead Johnson initial public offering 942
Employee stock compensation plans (2 ) 58 20 (16 )
Balance at June30, 2009 2,205 224 $ (10,508 ) $ 3,790 $ (87 )
The accumulated balances related to each component of other comprehensive income/(loss) (OCI), net of taxes, were as follows:
Dollars in Millions Foreign Currency Translation Derivatives Qualifyingas EffectiveHedges PensionandOther Postretirement Benefits Available for SaleSecurities AccumulatedOther Comprehensive Income/(Loss)
Balance at January1, 2008 $ (325 ) $ (37 ) $ (973 ) $ (126 ) $ (1,461 )
Other comprehensive income/(loss) 26 (31 ) 63 (109 ) (51 )
Balance at June30, 2008 $ (299 ) $ (68 ) $ (910 ) $ (235 ) $ (1,512 )
Balance at January1, 2009 $ (424 ) $ 14 $ (2,258 ) $ (51 ) $ (2,719 )
Other comprehensive income/(loss) 18 (38 ) 470 14 464
Balance at June30, 2009 $ (406 ) $ (24 ) $ (1,788 ) $ (37 ) $ (2,255 )
The reconciliation of noncontrolling interest was as follows:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
Dollars in Millions 2009 2008 2009 2008
Balance at beginning of period $ (208 ) $ 6 $ (33 ) $ (27 )
Mead Johnson initial public offering (160 )
Net earnings attributable to noncontrolling interest 456 358 864 699
Other comprehensive income attributable to noncontrolling interest 2 5
Distributions (410 ) (376 ) (836 ) (684 )
Balance at June30 $ (160 ) $ (12 ) $ (160 ) $ (12 )
Noncontrolling interest is primarily related to the Companys partnerships with sanofi for the territory covering the Americas for sales of PLAVIX* and the 16.9% of Mead Johnson owned by the public. Net earnings attributable to noncontrolling interest is presented net of taxes of $157 million and $117 million for the three months ended June30, |
Note 17. Pension, Postretirement and Postemployment Liabilities |
Note 17. Pension, Postretirement and Postemployment Liabilities
The net periodic benefit cost of the Companys defined benefit pension and postretirement benefit plans included the following components:
Three Months Ended June30, Six Months Ended June30,
Pension Benefits OtherBenefits Pension Benefits OtherBenefits
Dollars in Millions 2009 2008 2009 2008 2009 2008 2009 2008
Service cost benefits earned during the period $ 48 $ 54 $ 2 $ 2 $ 107 $ 119 $ 3 $ 4
Interest cost on projected benefit obligation 89 99 10 10 193 196 19 20
Expected return on plan assets (107 ) (117 ) (5 ) (7 ) (233 ) (236 ) (10 ) (14 )
Amortization of prior service cost/(credit) 1 2 (1 ) (1 ) 4 5 (2 ) (2 )
Amortization of net actuarial loss 28 24 2 1 70 49 5 3
Net periodic benefit cost 59 62 8 5 141 133 15 11
Curtailments and special termination benefits 25 16 25 16
Total net periodic benefit cost $ 84 $ 78 $ 8 $ 5 $ 166 $ 149 $ 15 $ 11
During June 2009, the Company amended its U.S. Retirement Income Plan (and several other plans) whereby, effective December31, 2009, the Company will eliminate crediting future benefits relating to service. The Company will continue to consider salary increases for an additional five-year period in determining the benefit obligation related to prior service. The Company has accounted for the amendment as a curtailment.
As a result, the Company re-measured the applicable plan assets and obligations. The re-measurement resulted in a $455 million reduction to accumulated OCI ($295 million net of taxes) and a corresponding decrease to the unfunded status of the plan due to the curtailment, updated plan asset valuations and a change in the discount rate from 7.0% to 7.5%. A curtailment charge of $25 million was also recognized in other (income)/expense, net during the second quarter of 2009 for the remaining amount of unrecognized prior service cost. In addition, the Company has reclassified all participants as inactive for benefit plan purposes and will amortize actuarial gains and losses over the expected weighted-average remaining lives of plan participants (31 years).
In connection with the plan amendment, the Company will also increase its expected contributions to its principal defined contribution plans in the U.S. and Puerto Rico effective January1, 2010. The net impact of the above actions is expected to reduce the future retiree benefit costs, although future costs will continue to be subject to market conditions and other factors including actual and expected plan asset perfo |
Note 18. Employee Stock Benefit Plans |
Note 18. Employee Stock Benefit Plans
The following table summarizes stock-based compensation expense, net of taxes:
ThreeMonthsEndedJune30, SixMonthsEndedJune30,
Dollars in Millions 2009 2008 2009 2008
Stock options $ 18 $ 18 $ 36 $ 39
Restricted stock 19 17 35 40
Long-term performance awards 8 5 17 9
Total stock-based compensation expense 45 40 88 88
Less tax benefit (15 ) (13 ) (29 ) (29 )
Stock-based compensation expense, net of taxes $ 30 $ 27 $ 59 $ 59
In the six months ended June30, 2009, the Company granted 23.8million stock options, 6.2million restricted stock units and 1.6million long-term performance awards. The weighted-average grant date fair value of stock options granted was $3.70 per share. The weighted-average stock price for restricted stock and long-term performance awards granted during the six months ended June30, 2009 was $17.94 and $18.28, respectively.
Total compensation costs, related to nonvested awards not yet recognized and the weighted-average period over which such awards are expected to be recognized at June30, 2009 were as follows:
Dollars in Millions StockOptions RestrictedStock Long-Term Performance Awards
Unrecognized compensation cost $ 141 $ 212 $ 40
Expected weighted-average period of compensation cost to be recognized 2.5years 2.9years 1.6years |
Note 19. Short-Term Borrowings and Long-Term Debt |
Note 19. Short-Term Borrowings and Long-Term Debt
Short-term borrowings were $124 million and $154 million at June30, 2009 and December31, 2008, respectively.
The components of long-term debt were as follows:
Dollars in Millions June30, 2009 December31, 2008
Principal Value
6.125% Notes due 2038 $ 1,000 $ 1,000
5.875% Notes due 2036 960 1,023
4.375% Euro Notes due 2016 699 698
4.625% Euro Notes due 2021 699 698
5.45% Notes due 2018 600 600
5.25% Notes due 2013 597 597
6.80% Debentures due 2026 350 350
7.15% Debentures due 2023 339 339
6.88% Debentures due 2097 287 287
Floating Rate Convertible Senior Debentures due 2023 50 50
5.75% Industrial Revenue Bonds due 2024 35 35
1.81% Yen Notes due 2010 37 39
Variable Rate Industrial Revenue Bonds due 2030 15 15
Other 3 6
Subtotal $ 5,671 $ 5,737
Adjustments to Principal Value
Fair value of interest rate swaps $ 197 $ 647
Unamortized basis adjustment from swap terminations 397 233
Unamortized bond discounts (30 ) (32 )
Total $ 6,235 $ 6,585
In June 2009, the Company repurchased approximately $63 million principal amount of its 5.875% Notes due 2036 for a premium of $4 million. The total gain attributed to this transaction amounted to $11 million, which also included the termination of approximately $35 million notional amount of fixed-to-floating interest rate swaps for proceeds of $5 million.
In June 2009, the Company executed several fixed-to-floating interest rate swaps to convert $200 million of its 5.45% Notes due 2018 from fixed rate debt to variable rate debt. In April 2009, the Company executed several fixed-to-floating interest rate swaps to convert $597 million of its 5.25% Notes due 2013 from fixed rate debt to variable rate debt. In January 2009, the Company terminated $1,061 million notional amount of fixed-to-floating interest rate swap agreements for proceeds of $187 million. The basis adjustment on the debt, which was equal to the proceeds from this swap termination, is being recognized as a reduction to interest expense over the remaining life of the underlying debt. For further discussion of the Companys interest rate swaps, refer to Note 20. Financial Instruments.
In February 2009, Mead Johnson Company as borrower and Mead Johnson as guarantor, both of which are indirect, majority-owned subsidiaries of the Company, entered into a three year syndicated revolving credit facility agreement. The facility is unsecured and repayable on maturity in February 2012, subject to annual extensions if sufficient lenders agree. The maximum amount of outstanding borrowings and letters of credit permitted at any one time is $410 million, which may be increased up to $500 million, at the option of Mead Johnson and with the consent of the lenders, subject to customary conditions contained in the facility. There |
Note 20. Financial Instruments |
Note 20. Financial Instruments
The Company is exposed to market risk due to changes in currency exchange rates, interest rates and to a lesser extent natural gas pricing. To reduce that risk, the Company enters into certain derivative financial instruments, when available on a cost-effective basis, to hedge its underlying economic exposure. Derivative financial instruments are not used for speculative purposes.
Cash Flow Hedges
Foreign Exchange contracts The Company utilizes foreign currency contracts to hedge forecasted transactions, primarily intercompany transactions, on certain foreign currencies and designates these derivative instruments as foreign currency cash flow hedges when appropriate. The notional and fair value amounts of the Companys foreign exchange derivative contracts at June30, 2009 and December31, 2008 were $1,194 million and $10 million net liabilities and $1,151 million and $49 million net assets, respectively. For these derivatives, the majority of which qualify as hedges of probable forecasted cash flows, the effective portion of changes in fair value is temporarily reported in accumulated OCI and recognized in earnings when the hedged item affects earnings.
At June30, 2009, the balance of deferred losses on foreign exchange forward contracts that qualified for cash flow hedge accounting included in accumulated OCI on a pre-tax basis was $7 million ($4 million net of taxes), all of which is expected to be reclassified into earnings within the next 17 months.
The Company assesses effectiveness at the inception of the hedge and on a quarterly basis. These assessments determine whether derivatives designated as qualifying hedges continue to be highly effective in offsetting changes in the cash flows of hedged items. Any ineffective portion of change in fair value is not deferred in accumulated OCI and is included in current period earnings. For the three and six months ended June30, 2009, the impact of hedge ineffectiveness on earnings was not significant. The Company will discontinue cash flow hedge accounting when the forecasted transaction is no longer probable of occurring on the originally forecasted date, or 60 days thereafter, or when the hedge is no longer effective. For the three and six months ended June30, 2009, the impact of discontinued foreign exchange hedges was a pre-tax loss of $4 million and $1 million, respectively, and was reported in other (income)/expense, net.
Natural Gas contracts The Company utilizes forward contracts to hedge forecasted purchases of natural gas and designates these derivative instruments as cash flow hedges when appropriate. For these derivatives the effective portion of changes in fair value is temporarily reported in accumulated OCI and recognized in earnings when the hedged item affects earnings. The notional and fair value amounts of the Companys natural gas derivative contracts at June30, 2009 and December31, 2008 were 1million decatherms and $5 million liability and 3million decatherms and $7 million liability, respectively.
At June30, 2009, the balance of deferred losses on natural gas forward contracts that qualified for cash flow hedge accounting inclu |
Note 21. Legal Proceedings and Contingencies |
Note 21. Legal Proceedings and Contingencies
Various lawsuits, claims, proceedings and investigations are pending involving the Company and certain of its subsidiaries. In accordance with SFAS No.5, Accounting for Contingencies, the Company records accruals for such contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. These matters involve antitrust, securities, patent infringement, pricing, sales and marketing practices, environmental, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage.
The most significant of these matters are described in Item 8. Financial StatementsNote 25. Legal Proceedings and Contingencies in the Companys 2008 Annual Report on Form 10-K. The following discussion is limited to certain recent developments related to these previously described matters, and certain new matters that have not previously been described in a prior report. Accordingly, the disclosure below should be read in conjunction with the Companys 2008 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March31, 2009. Unless noted to the contrary, all matters described in those earlier reports remain outstanding and the status is consistent with what has previously been reported.
There can be no assurance that there will not be an increase in the scope of pending matters or that any future lawsuits, claims, proceedings or investigations will not be material.
INTELLECTUAL PROPERTY
PLAVIX* Litigation
PLAVIX* is currently the Companys largest product ranked by net sales. The PLAVIX* patents are subject to a number of challenges in the U.S., including the litigation with Apotex Inc. and Apotex Corp. (Apotex) described below, and in other less significant markets for the product. It is not possible reasonably to estimate the impact of these lawsuits on the Company. However, loss of market exclusivity of PLAVIX* and sustained generic competition in the U.S. would be material to the Companys sales of PLAVIX*, results of operations and cash flows, and could be material to the Companys financial condition and liquidity. The Company and its product partner, sanofi, (the Companies) intend to vigorously pursue enforcement of their patent rights in PLAVIX*.
PLAVIX* Litigation U.S.
Patent Infringement Litigation against Apotex and Related Matters
As previously disclosed, the Companys U.S. territory partnership under its alliance with sanofi is a plaintiff in a pending patent infringement lawsuit instituted in the United States District Court for the Southern District of New York (District Court) entitled Sanofi-Synthelabo, Sanofi-Synthelabo, Inc. and Bristol-Myers Squibb Sanofi Pharmaceuticals Holding Partnership v. Apotex. The suit is based on U.S. Patent No.4,847,265 (the 265 Patent), a composition of matter patent, which discloses and claims, among other things, the hydrogen sulfate salt of clopidogrel, a medicine made available in the U.S. by the Companies as PLAVIX*. Also, as previously reported, the District Court upheld the validity and enforceability of the 265 Patent, maintaining the main |
Note 22. Subsequent Event |
Note 22. Subsequent Event
On July 22, 2009, Bristol-Myers Squibb and Medarex announced that the companies signed a definitive merger agreement that provides for the acquisition of Medarex by Bristol-Myers Squibb for an aggregate purchase price of approximately $2.4 billion. Under the terms of the definitive merger agreement, Bristol-Myers Squibb will commence a cash tender offer on or about July 27, 2009 to purchase all of the outstanding shares of Medarex common stock for $16.00 per share in cash.
The closing of the transaction is expected to occur during the third quarter of 2009 subject to, among other items, at least a majority of the outstanding shares of Medarex being tendered (including the shares already owned by Bristol-Myers Squibb) and customary regulatory approvals.
The companies have collaborated on the development of ipilimumab, a novel immunotherapy currently in Phase III development for the treatment of metastatic melanoma. |