SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
Commission File Number 1-1136
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-079-0350
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
345 Park Avenue, New York, N.Y. 10154
(Address of principal executive offices)
Telephone: (212) 546-4000
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
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
At September 30, 1997, there were 994,278,231 shares outstanding of the
Registrant's $.10 par value Common Stock.
BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
September 30, 1997
Page No.
-----------
Part I - Financial Information:
Condensed Financial Statements (Unaudited):
Consolidated Balance Sheet - September 30, 1997
and December 31, 1996 2 - 3
Consolidated Statement of Earnings for the three and
nine months ended September 30, 1997 and 1996 4
Consolidated Statement of Cash Flows for the nine
months ended September 30, 1997 and 1996 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 13
Part II - Other Information 14 - 16
Signatures 17
-1-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET - ASSETS
(Unaudited, in millions except share amounts)
September 30, December 31,
1997 1996
-------------- -------------
Current Assets:
Cash and cash equivalents $ 1,664 $ 1,681
Time deposits and marketable
securities 304 504
Receivables, net of allowances 2,806 2,651
Finished goods 1,104 994
Work in process 224 223
Raw and packaging materials 491 452
---------- ----------
Inventories 1,819 1,669
Prepaid expenses 1,064 1,023
---------- ----------
Total Current Assets 7,657 7,528
---------- ----------
Property, Plant and Equipment 6,785 6,646
Less: Accumulated depreciation 2,791 2,682
---------- ----------
3,994 3,964
---------- ----------
Insurance Recoverable 630 853
Excess of cost over net tangible assets
received in business acquisitions 1,623 1,508
Other Assets 814 832
---------- ----------
Total Assets $14,718 $14,685
========== ==========
-2-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET -
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited, in millions except share amounts)
September 30, December 31,
1997 1996
-------------- -------------
Current Liabilities:
Short-term borrowings $ 540 $ 513
Accounts payable 980 1,064
Accrued expenses 1,826 1,962
Product liability 750 800
U.S. and foreign income taxes payable 612 711
---------- ----------
Total Current Liabilities 4,708 5,050
Product Liability 660 1,031
Other Liabilities 1,158 1,068
Long-Term Debt 1,265 966
---------- ----------
Total Liabilities 7,791 8,115
---------- ----------
Stockholders' Equity:
Preferred stock, $2 convertible series:
Authorized 10 million shares; issued and
and outstanding 13,981 in 1997 and 15,245
in 1996, liquidation value of $50 per share - -
Common stock, par value of $.10 per share:
Authorized 2.25 billion shares; issued
1,083,087,153 in 1997 and 108 108
1,082,496,016 in 1996
Capital in excess of par value of stock 465 382
Cumulative translation adjustments (524) (361)
Retained earnings 10,525 9,260
---------- ----------
10,574 9,389
Less cost of treasury stock - 88,808,922
common shares in 1997 and 81,806,550
in 1996 3,647 2,819
---------- ----------
Total Stockholders' Equity 6,927 6,570
---------- ----------
Total Liabilities and Stockholders' Equity $14,718 $14,685
========== ==========
-3-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited, in millions except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1997 1996 1997 1996
-------- -------- -------- --------
Net Sales $4,151 $3,745 $12,260 $11,110
-------- -------- -------- --------
Cost of products sold 1,110 1,003 3,285 2,899
Marketing, selling, administrative
and other 949 858 3,017 2,857
Advertising and product promotion 550 488 1,604 1,401
Research and development 346 336 993 948
-------- -------- -------- --------
2,955 2,685 8,899 8,105
-------- -------- -------- --------
Earnings Before Income Taxes 1,196 1,060 3,361 3,005
Provision for income taxes 341 307 958 871
-------- -------- -------- --------
Net Earnings $ 855 $ 753 $2,403 $2,134
======== ======== ======== ========
Earnings Per Common Share $.86 $.75 $2.41 $2.12
======== ======== ======== ========
Average Common Shares
Outstanding 995 1,003 997 1,004
======== ======== ======== ========
Dividends Per Common Share $.38 $.375 $1.14 $1.125
======== ======== ======== ========
-4-
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in millions)
Nine Months Ended
September 30,
---------------------
1997 1996
--------- --------
Cash Flows From Operating Activities:
Net earnings $2,403 $ 2,134
Depreciation and amortization 409 380
Other operating items (10) (22)
Receivables (290) (126)
Inventories (265) (104)
Accounts payable (41) (52)
Accrued expenses (79) 126
Product liability (421) (394)
Insurance recoverable 223 86
Income taxes 50 124
Other assets and liabilities (96) (169)
--------- --------
Net Cash Provided by Operating Activities 1,883 1,983
--------- ---------
Cash Flows From Investing Activities:
Proceeds from sales of time deposits and
marketable securities 465 334
Purchases of time deposits and marketable
securities (266) (309)
Additions to fixed assets (438) (388)
Acquisition of businesses (170) (298)
Other, net 26 10
--------- --------
Net Cash Used in Investing Activities (383) (651)
--------- --------
Cash Flows From Financing Activities:
Short-term borrowings 80 (28)
Long-term debt 305 4
Issuances of common stock under stock plans 226 134
Purchases of treasury stock (971) (586)
Dividends paid (1,138) (1,132)
--------- --------
Net Cash Used in Financing Activities (1,498) (1,608)
--------- --------
Effect of Exchange Rates on Cash (19) (1)
--------- --------
Decrease in Cash and Cash Equivalents (17) (277)
Cash and Cash Equivalents at Beginning of Period 1,681 1,645
--------- --------
Cash and Cash Equivalents at End of Period $1,664 $1,368
========= ========
-5-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
Basis of Presentation
- ---------------------
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments (consisting only
of normal adjustments) necessary for a fair presentation of the financial
position of Bristol-Myers Squibb Company (the "Company") at September 30,
1997 and December 31, 1996, the results of operations for the three and nine
months ended September 30, 1997 and 1996, and cash flows for the nine months
ended September 30, 1997 and 1996. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the related notes included in the Company's 1996 Annual Report
on Form 10-K.
Third Quarter Results of Operations
- -----------------------------------
Sales
- ------
Worldwide sales for the third quarter of 1997 increased 11% (15% excluding the
effect of foreign exchange) over the prior year to $4,151. The consolidated
sales growth resulted from a 15% increase due to volume and a 4% decrease due
to the effect of foreign exchange. Changes in selling prices had no effect
on total sales growth. Domestic sales increased 15% and international sales
increased 5% (14% excluding the effect of foreign exchange). Worldwide sales
for the third quarter of 1996 increased 10% compared to the third quarter of
1995.
Industry Segments
- ----------------- Three Months Ended September 30,
-------------------------------------------
Net Sales % Change
--------------------- ------------------
1997 1996 1997 1996
--------- -------- ------- -------
Pharmaceutical Products $2,457 $2,152 14 % 11 %
Nonprescription Health Products 712 661 8 % 6 %
Toiletries and Beauty Aids 538 476 13 % 19 %
Medical Devices 444 456 (3)% -
-------- --------
Total Company $4,151 $3,745 11 % 10 %
======== ========
-6-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
Sales in the pharmaceutical products segment, which is the largest segment
at 59% of total company sales, increased 14% (19% excluding foreign exchange)
over the third quarter of 1996 to $2,457. Sales growth resulted from a 19%
increase in volume and a 5% decrease due to the effect of foreign exchange.
Selling prices had no effect on sales. Domestic pharmaceutical sales
increased 25% and international sales increased 11% excluding foreign
exchange.
Sales of cardiovascular drugs, the largest product group in the segment,
increased 4% to $703. Sales of PRAVACHOL*, the Company's largest selling
product, increased 34% to $350. Domestic sales of PRAVACHOL* increased 36%
to $214. Sales of the anti-hypertensive MONOPRIL*, a second generation
angiotensin converting enzyme (ACE) inhibitor with once-a-day dosage,
increased 17% to $76. Sales growth for these products was offset by a 28%
decline in CAPOTEN* sales.
In October, 1997, the Company and Sanofi S.A. received U.S. marketing
clearance from the United States Food and Drug Administration (FDA) for
irbesartan, which will be sold in the United States under the brand name
AVAPRO, an angiotensin II receptor blocker for the treatment of hypertension.
AVAPRO was co-developed and will be jointly marketed with Sanofi. In
September, irbesartan was launched in the United Kingdom and Germany. Also
in October, an FDA advisory committee voted to recommend approval of the use
of PLAVIX to prevent strokes and heart attacks.
Sales of anti-cancer drugs increased 25% to $638. Sales of TAXOL* (R)
(paclitaxel), the Company's leading anti-cancer agent, increased 18% to $242.
In August 1997, the FDA cleared TAXOL* for use in second-line treatment of
AIDS-related Kaposi's sarcoma, a rare form of cancer primarily affecting
HIV-infected individuals. TAXOL's* five year Hatch-Waxman exclusivity period
in the U.S. will expire in December 1997. Sales of PARAPLATIN*, an anti-
cancer agent, increased 25% to $118. Sales of the Oncology Therapeutics
Network (OTN), a company acquired in September 1996, contributed $125 to
anti-cancer drug sales.
Anti-infective drug sales of $517 increased 15% over the prior year. ZERIT*,
an antiretroviral agent, recorded strong gains increasing 181% to $109. In
August, ZERIT* received approval by the European Union for use in combination
therapy in the first-line treatment of HIV. Sales of CEFZIL*, used in the
treatment of respiratory infections, increased 22% to $52. Sales of
MAXIPIME*, a fourth generation injectable cephalosporin, were $23, an increase
of 26% over the prior year. Central nervous system drug sales increased 22%
over the prior year, primarily as a result of BUSPAR*, an anti-anxiety agent,
and SERZONE*, an anti-depressant, which recorded strong growth of 21% to $112
and 38% to $40, respectively. GLUCOPHAGE, an oral medication for treatment
of non-insulin dependent diabetes, continued its strong growth rate with sales
increasing 82% to $167. The Company has sponsored a public awareness program
that offers information to physicians and their patients on the proper
* Indicates brand names of products which are registered trademarks owned by
the Company.
-7-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
management of type 2 diabetes, a serious, under treated medical condition
that afflicts more than 15 million Americans. GLUCOPHAGE is the leading
product in the United States for this indication.
For the third quarter of 1996, sales of the pharmaceutical products segment
increased 11% over the third quarter of 1995 to $2,152 as a result of
increases in sales of PRAVACHOL*, TAXOL*, MONOPRIL*, SERZONE*, ZERIT*,
VIDEX*, MAXIPIME*, and GLUCOPHAGE. Sales growth resulted from a 13% increase
in volume offset by a 2% decrease due to exchange rate fluctuations. Changes
in selling prices had no effect on sales growth.
Sales of the nonprescription health products segment increased 8% over the
third quarter of 1996 to $712, reflecting a 12% increase due to volume and
a 4% decrease due to the effect of foreign exchange. Selling prices had no
effect on sales. The Company's Mead Johnson subsidiary is the number one
infant formula company in the world. Total infant formula sales were $299 for
the third quarter of 1997, a 2% increase over the prior year. LACTOFREE*,
NUTRAMIGEN* and ENFAPRO* infant formulas performed well, increasing 31%, 18%
and 12%, respectively. BOOST* and SUSTACAL* nutritional supplements also
contributed to sales growth increasing 31% and 11%, respectively. In July
1997, the Company acquired CHOCO MILK*, Mexico's leading milk-based
nutritional supplement. Sales of EXCEDRIN* increased 10% to $55. In July,
an FDA advisory committee recommended the approval of EXCEDRIN* as an
effective and appropriate over-the-counter treatment for the relief of
migraine headache pain. Analgesic product sales were further strengthened
by EFFERALGAN* and ASPIRINE UPSA*, with increases of 24% to $32 and 23% to $9,
respectively, excluding foreign exchange. In March 1997, the Company acquired
Sal de Uvas PICOT, a leading effervescent antacid product in Mexico. KERI*
skin care products contributed to growth, increasing 36% to $22. VAGISTAT-1*,
the first and only one-dose over-the-counter (OTC) medication for vaginal
yeast infections, was launched in April and contributed sales of $6. For the
third quarter of 1996, the nonprescription health products segment sales
increased 6% to $661, compared to the third quarter of 1995, primarily due
to increased sales of infant formulas. The increase reflected a 10% increase
due to volume, a 2% decrease due to exchange rate fluctuations and a 2%
decrease due to changes in selling prices.
Sales of the toiletries and beauty aids segment increased 13% over the third
quarter of 1996, to $538, reflecting a 13% increase due to volume, a 1%
increase due to changes in selling prices and a 1% decrease due to the effect
of foreign exchange. HERBAL ESSENCES* and INFUSIUM 23* complete lines of
shampoos and conditioners experienced strong volume growth, increasing 198%
to $107 and 15% to $23, respectively. Sales of Clairol's NATURAL INSTINCTS*
haircolor increased by 8% to $23. CLAIROL HYDRIENCE*, a unique water-based
permanent haircolor, launched in June 1996, grew 43% during the quarter to
$27. In September 1997, Clairol launched DAILY DEFENSE*, a complete line of
shampoos and conditioners designed to purify and fortify hair to protect it
from environmental and styling stresses. Combining its success in hair care
and haircolor, Clairol is the number one hair products company in the U.S.
For the third quarter of 1996, sales of the toiletries and beauty aids segment
were $476, an increase of 19% over the prior year, reflecting a 20% increase
-8-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
due to volume, a 2% increase due to changes in selling prices and a 3%
decrease due to foreign exchange. This increase was primarily due to
volume growth of haircoloring and hair care products.
In the medical devices segment, sales of $444 were 3% below prior year
levels (an increase of 5% excluding the effect of foreign exchange and a 1996
disposition), reflecting an increase of 5% due to volume, a 5% decrease due to
the effect of foreign exchange, and a 3% decrease due to changes in selling
prices. The Company's ConvaTec ostomy and modern wound care products, and
Zimmer's knee and hip prosthetic joint replacements, continue to be world
market share leaders. ConvaTec's growth of 9%, excluding foreign exchange
and the 1996 disposition, leads the medical devices segment as sales of wound
care and ostomy products increased 18% and 5%, respectively, both excluding
foreign exchange. Zimmer sales decreased 1% from prior year levels.
Excluding the effect of foreign exchange rate fluctuations, sales increased
3%. Total prosthetic implant sales increased 2% excluding foreign exchange,
as knee prosthetic joint replacement sales increased 5% and hip replacement
sales decreased 1%, both excluding foreign exchange. Zimmer is restructuring
to focus on its core businesses of orthopaedic implants and fracture fixation
devices. Accordingly, in July 1997, Zimmer announced the intention to divest
its arthroscopy and surgical powered instruments businesses. In September
1997, Zimmer announced as part of its restructuring, a reduction of
approximately 250 in its work force, which represents 10% of its domestic
employment, as well as a restructuring of its European business. For the
third quarter of 1996, medical devices segment sales of $456 were at prior
year levels. Volume gains of 6% were offset by a 2% decrease due to exchange
rate fluctuations and a 4% decrease due to changes in selling prices.
Cost of Products Sold and Operating Expenses
- --------------------------------------------
Total costs and expenses for the quarter ended September 30, 1997, as a
percentage of sales, decreased to 71.2% from 71.7%. Cost of products sold
decreased to 26.7% of sales from 26.8% in 1996 due to changes in product
sales mix. Expenditures for advertising and promotion in support of new and
existing products increased 13% to $550 from $488 in 1996 and, as a percentage
of sales, increased to 13.2% from 13.0% in 1996. This increase is primarily
due to increased spending on direct-to-consumer campaigns for several
pharmaceutical products as well as incremental support of toiletries and
beauty aids. Marketing, selling, administrative and other expenses
increased 11% to $949 on increased sales force spending to support high growth
products and, as a percentage of sales, remained at 22.9%. Research and
development expenditures increased 3% to $346 from $336 in 1996.
Pharmaceutical research and development spending increased 7% over the prior
year, and as a percentage of pharmaceutical sales, was 12.3% compared to
13.1% in the third quarter of 1996.
Earnings
- --------
Earnings before income taxes for the third quarter increased 13% to $1,196
from $1,060 in 1996. The effective tax rate on earnings before income taxes
decreased to 28.5% in 1997 from 29.0% in 1996, reflecting the benefit of
- 9 -
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
increased earnings in lower tax jurisdictions. Net earnings increased 14%
to $855 from $753 and earnings per share increased 15% to $.86 from $.75 in
1996. The growth in earnings per share exceeded the growth in net earnings
by 1% as a result of the Company's share repurchase program. (In accordance
with Statement of Financial Accounting Standards No. 128, Earnings Per Share,
diluted earnings per share for the quarter was $.84 in 1997 and $.74 in 1996.)
Year-To-Date Results of Operations
- ----------------------------------
Sales
- -----
Worldwide sales for the first nine months of 1997 increased 10% (13% excluding
the effect of foreign exchange) over the prior year to $12,260. The
consolidated sales growth resulted from a 13% increase due to volume and a 3%
decrease due to the effect of foreign exchange. Changes in selling prices had
no effect on total sales growth. Domestic sales increased 14% and
international sales increased 6% (13% excluding the effect of foreign
exchange). Worldwide sales for the first nine months of 1996 increased 9%
compared to the nine months of 1995.
Industry Segments
- ----------------- Nine Months Ended September 30,
---------------------------------------
Net Sales % Change
-------------------- ----------------
1997 1996 1997 1996
-------- -------- ------ ------
Pharmaceutical Products $7,253 $6,399 13 % 11 %
Nonprescription Health Products 2,138 2,003 7 % 11 %
Toiletries and Beauty Aids 1,535 1,348 14 % 13 %
Medical Devices 1,334 1,360 (2)% (2)%
-------- --------
Total Company $12,260 $11,110 10 % 9 %
======== ========
Pharmaceutical products segment sales were $7,253, an increase of 13% over the
prior year, reflecting a 17% increase due to volume, a 4% decrease due to the
effect of foreign exchange and no effect due to overall changes in selling
prices.
Domestic and international sales increased 22% and 4%, respectively.
Excluding the unfavorable effect of foreign exchange, international sales
increased 11% for the nine months. Cardiovascular drug sales of $2,122
increased 1% from the prior year (excluding the effect of foreign exchange,
-10-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
sales increased 5%). Excluding the sales of CAPOTEN*, cardiovascular sales
increased 20%. PRAVACHOL* and MONOPRIL* sales grew 34% and 24%, respectively.
Sales growth for these products was offset by a 28% decline in CAPOTEN* sales,
due to the loss of its patent exclusivity in certain countries in Europe
during the first quarter of 1997 and in the U.S. in February 1996. Sales of
anti-cancer drugs increased 27% to $1,789 due to strong sales of TAXOL* and
PARAPLATIN*, up 13% and 17%, respectively, as well as OTN sales. Anti-
infective drug sales increased 20% to $1,598. Strong gains were recorded for
ZERIT* and VIDEX*, increasing 241% and 24%, respectively. Sales of CEFZIL*
and MAXIPIME* also had strong growth increasing 48% and 80%, respectively.
Sales of central nervous system drugs continued to experience very good
growth, increasing 22% to $686. Sales of SERZONE* and BUSPAR* increased 62%
and 15%, respectively. GLUCOPHAGE continued to have exceptionally strong
growth, increasing 90% to $438. For the first nine months of 1996, sales of
the pharmaceutical products segment increased 11% over the prior year
primarily as a result of increases in sales of PRAVACHOL*, MONOPRIL*,
GLUCOPHAGE, anti-cancer and central nervous system drugs, offset by the
decline in CAPOTEN* sales.
In the nonprescription health products segment, sales increased 7% to $2,138,
reflecting a 10% increase due to volume, a 3% decrease due to the effect of
foreign exchange and no changes in selling prices. Domestic sales increased
4% and international sales increased 10% (16% excluding the effect of foreign
exchange). Nutritional product sales increased 6% for the nine months.
Total infant formula sales increased 2% due to increased sales of LACTOFREE*
and ENFAPRO*, up 25% and 9%, respectively. BOOST*, ALACTA NF* and SUSTACAL*
also contributed to nutritional growth, increasing 42%, 29% and 13%,
respectively. Sales of analgesics increased primarily due to the strong
performance of the UPSA Group, driven by sales of EFFERALGAN* and ASPIRINE
UPSA*, with increases of 24% and 31% excluding foreign exchange, respectively.
KERI* skin care products increased 24% with strong growth domestically, and in
Japan. For the first nine months of 1996, nonprescription health products
segment sales increased 11% over the prior year, primarily due to increased
sales of infant formulas and analgesics.
Sales of the toiletries and beauty aids segment increased 14% over the prior
year, to $1,535 reflecting a 14% increase due to volume, a 1% increase in
selling prices, and a 1% decrease due to the effect of foreign exchange.
Domestic sales increased 10% while international sales increased 21%
reflecting the launch of HERBAL ESSENCES* in several international markets.
Sales of hair care products increased 32% due to strong market growth of the
HERBAL ESSENCES* and INFUSIUM 23* complete lines of shampoos and conditioners,
up 155% and 19%, respectively. Haircoloring product sales increased 5%
primarily due to sales of CLAIROL HYDRIENCE* and NATURAL INSTINCTS* with
increases of 96% and 12%, respectively. Sales of skin care products increased
18% primarily due to strong volume growth in the Japanese marketplace of SEA
BREEZE*, which increased 17% excluding foreign exchange. For the first nine
months of 1996, sales in the toiletries and beauty aids segment increased 13%
over the prior year primarily due to increased sales of haircoloring and hair
care products.
-11-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
Sales of the medical devices segment decreased 2% from prior year levels, to
$1,334 (an increase of 5% excluding the effect of foreign exchange and a 1996
disposition), reflecting a 3% increase due to volume, a 1% decrease in
selling prices, and a 4% decrease due to the effect of foreign exchange.
Domestic sales decreased 5% and international sales increased 1% (9% excluding
the effect of foreign exchange). Sales of ostomy and wound care products from
the Company's ConvaTec subsidiary increased 8% and 16% respectively,
excluding foreign exchange. Zimmer sales decreased 1% from prior year levels.
Excluding the effect of foreign exchange rate fluctuations sales increased 2%.
Knee prosthetic joint replacement sales increased 3% and hip replacement
sales decreased 3%, both excluding foreign exchange. For the first nine
months of 1996, medical devices segment sales decreased 2% from the prior year
as a result of sales declines in prosthetic implants and ostomy and wound care
products.
Cost of Products Sold and Other Operating Expenses
- --------------------------------------------------
Total costs and expenses for the nine months ended September 30, 1997 as a
percentage of sales decreased to 72.6% from 73.0% for the same period of 1996.
Cost of products sold increased to 26.8% of sales from 26.1% in 1996
principally due to incremental OTN sales, which carry lower margins, partially
offset by increased sales of higher margin promoted pharmaceutical products.
Expenditures for advertising and promotion in support of new and existing
products increased 14% to $1,604 compared to $1,401 in the prior year. This
increase is primarily due to increased spending on direct-to-consumer
campaigns for several pharmaceutical products as well as incremental support
of toiletries and beauty aids. Marketing, selling, administrative and other
expenses, as a percentage of sales, were 24.6% compared to 25.7% in 1996.
Research and development expenditures increased 5% to $993 compared to $948
in the prior year. Pharmaceutical research and development spending increased
9% over prior year levels, and as a percentage of pharmaceutical sales, was
11.9% compared to 12.4% in 1996.
Earnings
- --------
Earnings before income taxes for the nine months increased 12% to $3,361 from
$3,005 in 1996. The effective tax rate on earnings before income taxes
decreased to 28.5% in 1997 from 29.0% in 1996 reflecting the benefit of
increased earnings in lower tax jurisdictions. Net earnings increased 13% to
$2,403 from $2,134 in 1996. Earnings per share increased 14% to $2.41 from
$2.12 in 1996. The growth in earnings per share exceeded the growth in net
earnings by 1% as a result of the Company's share repurchase program. (In
accordance with Statement of Financial Accounting Standards No. 128,
Earnings Per Share, diluted earnings per share for the nine months was $2.36
in 1997 and $2.10 in 1996).
-12-
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions, except per share amounts)
Financial Position
- ------------------
The balance sheet at September 30, 1997 and the statement of cash flows for
the nine months then ended reflect the Company's strong financial position.
The Company continues to maintain a high level of working capital totaling
$2.9 billion at September 30, 1997.
Internally generated funds continue to be the Company's primary source for
financing expenditures for new plant and equipment. Additions to fixed assets
for the nine months ended September 30, 1997 were $438 compared to $388 during
the same period of 1996.
During the nine months ended September 30, 1997, the Company purchased 14.6
million shares of its common stock at a total cost of $971.
During August 1997, the Company issued $300 million principal amount of
6.875% Debentures due August 1, 2097.
Reference is made to Part II, Item 1 - Legal Proceedings in which developments
are described for various lawsuits, claims and proceedings in which the
Company is involved.
- 13 -
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
-------------------------------
Item 1. Legal Proceedings
- --------------------------
Various lawsuits, claims and proceedings of a nature considered normal to its
business are pending against the Company and certain of its subsidiaries. The
most significant of these are reported in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, and material developments in
such matters are described in the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 30, 1997 and June 30, 1997, and below.
Breast Implant Litigation
- -------------------------
As previously reported in the Company's Form 10-K and its Forms 10-Q referred
to above, the Company, together with its subsidiary, Medical Engineering
Corporation (MEC) and certain other companies, has been named as a defendant
in a number of claims and lawsuits alleging damages for personal injuries of
various types resulting from smooth walled breast implants and polyurethane
covered breast implants formerly manufactured by MEC or its predecessors. As
of September 30, 1997, approximately 22,000 persons were plaintiffs in pending
lawsuits filed in federal and state courts in the United States and in certain
courts in Canada and Australia. Other manufacturers of breast implants, as
well as suppliers of component parts and other parties, are also defendants in
the majority of these cases. A significant number of these plaintiffs have
accepted the Revised Settlement, approved by the Honorable Sam C. Pointer,
Jr., Chief Judge of the United States District Court for the Northern District
of Alabama (discussed below), and their claims are expected to be dismissed.
Only those suits filed by plaintiffs who have opted out of the Revised
Settlement may proceed. Appeals related to the Revised Settlement are
pending.
In early 1996, notices describing the Revised Settlement were mailed to breast
implant recipients, including the approximately 380,000 domestic class members
(with implants of all manufacturers, not just MEC, Baxter and 3M) who
originally registered with the settlement. The claims office has reported
that by early July 1997, substantially all domestic registrants had been sent
Notification of Status letters advising them of their status in the
settlement. About 102,000 of these registrants had submitted proof of
manufacturer documentation, which has enabled the claims office to determine
whether they have a breast implant of MEC, Baxter, 3M or McGhan Medical
Corporation. As of September 23, 1997, over 76,000 of the registrants who
submitted proof of manufacturer documentation established to the satisfaction
of the claims office that they have an implant of MEC, Baxter or 3M and have
chosen to participate in the settlement. Over 40,000 of these women have at
least one implant manufactured by MEC or a related company.
The claims office reports that the opt-out period has ended for over
ninety-nine percent of the 380,000 persons who registered with the settlement.
As of August 29, 1997, approximately 44,700 of the original 380,000 domestic
registrants (with implants of all manufacturers) had opted out. Because the
opt-out period is essentially over, the number of opt-outs is not expected to
increase materially.
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BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
-----------------------------------
The claims office reports that about 6,300 of the 44,700 opt-outs have proved
to the satisfaction of the claims office that they have or had a breast
implant manufactured by MEC or a related company, and another approximately
8,000 opt-outs have indicated their belief (but have not proved) that they
have or had an MEC breast implant. The Company has identified approximately
10,500 of the 44,700 opt-outs as plaintiffs in pending lawsuits against it.
An as yet undetermined number of these 10,500 plaintiffs do not have MEC
implants and their claims against the Company are expected to be dismissed.
An additional 1,925 claims based upon MEC implants remain from among the
domestic class members who previously opted out of the settlement originally
approved in 1994. Because of continuing uncertainties, it is still not
possible to predict on any precise basis the total number of women with MEC
implants who will pursue lawsuits against the Company. However, based on the
information set forth above and on related estimates, the Company continues
to believe that previously established reserves should be adequate to address
this litigation.
Infant Formula Matters
- ----------------------
As previously reported in the Company's Form 10-K and its Forms 10-Q referred
to above, the Company, one of its subsidiaries, and others are or have been
defendants in a number of antitrust actions in various states filed on behalf
of purported statewide classes of indirect purchasers of infant formula
products and by the Attorneys General of Louisiana, Minnesota and Mississippi,
alleging a price fixing conspiracy and other violations of state antitrust or
deceptive trade practice laws and seeking penalties and other relief. The
Company has previously reported reaching settlements and receiving final court
approval in the majority of these cases. The only open cases are in
Massachusetts (final approval pending), and Missouri (motion to dismiss
pending). On November 6, 1997, the court in Louisiana dismissed the
plaintiffs' case. An appeal is possible.
Pharmaceutical Pricing Litigation
- ---------------------------------
As previously reported in the Company's Form 10-K and its Forms 10-Q referred
to above, the Company is a defendant in numerous antitrust actions brought by
retailers and purported consumer classes against the Company and other
pharmaceutical manufacturers, drug wholesalers and pharmacy benefit managers.
Most of the retailer cases have been coordinated for pretrial purposes in the
United States District Court for the Northern District of Illinois.
On August 15, 1997, the United States Court of Appeals for the Seventh Circuit
reversed a ruling of the District Court that had denied a motion made by the
manufacturer defendants, including the Company, for summary judgment
dismissing the overcharge damage claims of the retailer plaintiffs based on
purchases of drugs from wholesalers. Because the Court of Appeals reversed
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BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
-------------------------------
summary judgments that had been granted in the class action to the wholesaler
defendants, it stated further that the retailers might be able to recover
such overcharge damages based on indirect purchases if, among other things,
they could demonstrate that the wholesaler defendants participated in the
alleged price fixing conspiracy. The retailer plaintiffs who opted out of
the class action have subsequently sought leave from the District Court to
add the wholesalers as defendants in their actions. The Court of Appeals
also reversed the District Court denial of plaintiff's motion to remand to
Alabama state court in Huggins, a purported multi-state consumer class action.
The manufacturer defendants have filed a petition for certiorari with respect
to this ruling in the United States Supreme Court. The Court of Appeals also
denied the petitions for en banc review of the ruling dismissing the appeals
of certain retail pharmacy class members that had challenged the District
Court's approval of the amended class settlement. The settlements of the
retailer cases pending in Wisconsin and Minnesota state courts are being
documented. In the Mississippi retailer case, the defendants' motion to
dismiss has been granted in part. The Company has received and responded to
an additional subpoena and civil investigative demand from the Federal Trade
Commission in its investigation concerning practices of U.S. pharmaceutical
manufacturers. The Court in the California retailer and consumer cases has
set a November 16, 1998 trial date. Class certification has been denied in
the Michigan and Maine consumer cases. In the Wisconsin consumer case, the
court has denied the defendants' motion to dismiss, but has required the
plaintiffs to replead.
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits (listed by number corresponding to the Exhibit Table of Item 601
in Regulation S-K).
Exhibit Number and Description
- -------------------------------
4f. Form of 6.875% Debenture Due 2097 of Bristol-Myers Squibb Company.
27. Bristol-Myers Squibb Company Financial Data Schedule.
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the quarter ended
September 30, 1997.
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BRISTOL-MYERS SQUIBB COMPANY
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: November 14, 1997 /s/ Harrison M. Bains, Jr.
-----------------------------
Harrison M. Bains, Jr.
Vice President and Treasurer
Date: November 14, 1997 /s/ Frederick S. Schiff
-----------------------------
Frederick S. Schiff
Vice President and Controller
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