10-Q/APeriod: Q2 FY2002

BRISTOL MYERS SQUIBB CO Quarterly Report (Amendment) for Q2 Ended Jun 30, 2002

Filed March 28, 2003For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) has filed an amended quarterly report (10-Q/A) for the period ending June 30, 2002. The primary focus of this amendment is the restatement of previously issued financial statements due to significant accounting errors related to revenue recognition timing for certain sales to U.S. pharmaceutical wholesalers. These errors stemmed from aggressive sales targets and incentive practices that led to an overstatement of sales and earnings in prior periods, particularly in 2000 and 2001. The restatement necessitated a shift to a consignment model for certain sales to two major wholesalers, impacting the timing of revenue recognition. The company has also implemented significant internal control improvements and leadership changes to address identified material weaknesses in financial reporting and oversight. Investors should be aware that these restatements have a material impact on historical financial performance, reducing previously reported earnings for certain periods. The company is also subject to numerous ongoing legal proceedings and government investigations, particularly concerning the aforementioned wholesaler inventory issues, as well as litigation related to TAXOL®, BUSPAR, VANLEV, PLAVIX®, and other matters. While the company has reached agreements in principle to settle significant portions of the TAXOL® and BUSPAR litigation, the final outcomes and potential financial impacts remain uncertain.

Key Highlights

  • 1Restatement of financial statements for prior periods due to errors in revenue recognition timing, primarily related to wholesaler inventory build-ups and sales incentives.
  • 2Adoption of a consignment accounting model for certain sales to two major U.S. pharmaceutical wholesalers, impacting revenue recognition timing.
  • 3Identified material weaknesses in accounting and public financial reporting, leading to management and control process enhancements.
  • 4Significant legal proceedings and government investigations are ongoing, including those related to TAXOL® and BUSPAR, with some settlement agreements in principle reached.
  • 5The company has restated its net sales and earnings for prior periods, resulting in reductions to reported figures.
  • 6Acquisition of DuPont Pharmaceuticals business in October 2001 has been integrated and contributed to sales in the current period.
  • 7Ongoing efforts to strengthen internal controls, compliance, and financial reporting processes.

Frequently Asked Questions

The primary reason for restating the financial statements is to correct errors in the timing of revenue recognition for certain sales to U.S. pharmaceutical wholesalers. These errors were identified as a result of a substantial buildup of wholesaler inventories, driven by sales incentives offered by the company, and the subsequent determination that a consignment accounting model should have been applied to certain transactions.

The restatement resulted in a reduction of the company's net earnings and diluted earnings per share for the years ended December 31, 2001, 2000, and 1999, and also impacted the interim periods of 2001 and 2002. For example, net earnings were reduced by approximately $411 million, $240 million, and $366 million for the years 2001, 2000, and 1999, respectively.

Bristol-Myers Squibb has implemented several measures, including hiring a new CFO, restructuring the controller position, creating a Chief Compliance Officer role, strengthening control processes and procedures, revising its budgeting process to a bottom-up approach, implementing enhanced review and certification processes for reports, improving wholesaler inventory monitoring, and fostering a more open communication environment. These actions are being taken under the direction of the Audit Committee.

The company has reached agreements in principle to settle substantially all antitrust litigation surrounding TAXOL® for an expected $135 million and BUSPAR for an expected $535 million. However, certain terms and conditions of these settlements require finalization and court approval. The company is also cooperating with ongoing government investigations by the SEC and the U.S. Attorney's Office related to wholesaler inventory and accounting issues. The final outcomes and potential financial impacts of these matters are still uncertain.