BRISTOL MYERS SQUIBB CO, 10-Q filed on 4/26/2012
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2012
Document and Entity Information [Abstract]
 
Entity Registrant Name
BRISTOL MYERS SQUIBB CO  
Entity Central Index Key
0000014272 
Entity Well-known Seasoned Issuer
Yes 
Entity Current Reporting Status
Yes 
Entity Voluntary Filers
No 
Entity Filer Category
Large Accelerated Filer 
Entity Common Stock, Shares Outstanding
1,689,084,439 
Document Type
10-Q 
Document Period End Date
Mar. 31, 2012 
Document Fiscal Year Focus
2012 
Document Fiscal Period Focus
Q1 
Current Fiscal Year End Date
--12-31 
Amendment Flag
false 
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Income Statement [Abstract]
 
 
Net Sales
$ 5,251 
$ 5,011 
Cost of products sold
1,303 
1,343 
Marketing, selling and administrative
1,002 
928 
Advertising and product promotion
194 
214 
Research and development
909 
935 
Provision for restructuring
22 
44 
Litigation expense/(recoveries)
(172)
 
Equity in net income of affiliates
(57)
(82)
Other (income)/expense
23 
(138)
Total Expenses
3,224 
3,244 
Earnings Before Income Taxes
2,027 
1,767 
Provision for income taxes
545 
400 
Net Earnings
1,482 
1,367 
Net Earnings Attributable to Noncontrolling Interest
381 
381 
Net Earnings Attributable to Bristol-Myers Squibb Company
$ 1,101 
$ 986 
Earnings per Common Share Attributable to Bristol-Myers Squibb Company:
 
 
Basic
$ 0.65 
$ 0.58 
Diluted
$ 0.64 
$ 0.57 
Dividends declared per common share
$ 0.34 
$ 0.33 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
COMPREHENSIVE INCOME
 
 
Net Earnings
$ 1,482 
$ 1,367 
Other Comprehensive Income/(Loss):
 
 
Foreign currency translation
15 
12 
Foreign currency translation on net investment hedges
(12)
(52)
Derivatives qualifying as cash flow hedges, net of taxes of $(9) in 2012 and $11 in 2011
(26)
Derivatives qualifying as cash flow hedges reclassified to net earnings, net of taxes of $2 in 2012 and $(1) in 2011
(6)
Pension and postretirement benefits, net of taxes of $(5) in 2012
14 
 
Pension and postretirement benefits reclassified to net earnings, net of taxes of $(12) in 2012 and $(8) in 2011
24 
19 
Available for sale securities, net of taxes of $(1) in 2012 and $5 in 2011
(3)
Available for sale securities reclassified to net earnings
(10)
 
Total Other Comprehensive Income/(Loss)
27 
(43)
Comprehensive Income
1,509 
1,324 
Comprehensive Income Attributable to Noncontrolling Interest
381 
381 
Comprehensive Income Attributable to Bristol-Myers Squibb Company
$ 1,128 
$ 943 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Statement of Income and Comprehensive Income [Abstract]
 
 
Derivatives qualifying as cash flow hedges, taxes
$ (9)
$ 11 
Derivatives qualifying as cash flow hedges reclassified to net earnings, taxes
(1)
Pension and postretirement benefits, taxes
(5)
 
Pension and postretirement benefits reclassified to net earnings, taxes
(12)
(8)
Available for sale securities, taxes
$ (1)
$ 5 
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Current Assets:
 
 
Cash and cash equivalents
$ 2,307 
$ 5,776 
Marketable securities
2,722 
2,957 
Receivables
3,613 
3,743 
Inventories
1,463 
1,384 
Deferred income taxes
1,160 
1,200 
Prepaid expenses and other
500 
258 
Total Current Assets
11,765 
15,318 
Property, plant and equipment
4,512 
4,521 
Goodwill
6,799 
5,586 
Other intangible assets
4,816 
3,124 
Deferred income taxes
108 
688 
Marketable securities
3,585 
2,909 
Other assets
823 
824 
Total Assets
32,408 
32,970 
Current Liabilities:
 
 
Short-term borrowings
145 
115 
Accounts payable
2,385 
2,603 
Accrued expenses
2,566 
2,791 
Deferred income
287 
337 
Accrued rebates and returns
1,073 
1,170 
U.S. and foreign income taxes payable
162 
167 
Dividends payable
593 
597 
Total Current Liabilities
7,211 
7,780 
Pension, postretirement, and postemployment liabilities
1,616 
2,017 
Deferred income
836 
866 
U.S. and foreign income taxes payable
573 
573 
Other liabilities
656 
491 
Long-term debt
5,270 
5,376 
Total Liabilities
16,162 
17,103 
Commitments and contingencies (Note 16)
Bristol-Myers Squibb Company Shareholders' Equity:
 
 
Preferred stock, $2 convertible series, par value $1 per share: Authorized 10 million shares; issued and outstanding 5,253 in 2012 and 5,268 in 2011, liquidation value of $50 per share
Common stock, par value of $0.10 per share: Authorized 4.5 billion shares; 2.2 billion issued in both 2012 and 2011
221 
220 
Capital in excess of par value of stock
2,825 
3,114 
Accumulated other comprehensive loss
(3,018)
(3,045)
Retained earnings
33,595 
33,069 
Less cost of treasury stock - 517 million common shares in 2012 and 515 million in 2011
(17,286)
(17,402)
Total Bristol-Myers Squibb Company Shareholders' Equity
16,337 
15,956 
Noncontrolling interest
(91)
(89)
Total Equity
16,246 
15,867 
Total Liabilities and Equity
$ 32,408 
$ 32,970 
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $)
Mar. 31, 2012
Dec. 31, 2011
Statement of Financial Position [Abstract]
 
 
Preferred stock, $2 convertible series, par value
$ 1 
 
Preferred stock, $2 convertible series, shares authorized
10,000,000 
 
Preferred stock, $2 convertible series, shares issued
5,253 
5,268 
Preferred stock, $2 convertible series, shares outstanding
5,253 
5,268 
Preferred stock, $2 convertible series, liquidation value, per share
$ 50 
 
Common stock, par value
$ 0.1 
 
Common stock, shares authorized
4,500,000,000 
 
Common stock, shares issued
2,200,000,000 
2,200,000,000 
Treasury stock, shares
517,000,000 
515,000,000 
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Cash Flows From Operating Activities:
 
 
Net Earnings
$ 1,482 
$ 1,367 
Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
Net earnings attributable to noncontrolling interest
(381)
(381)
Depreciation
85 
117 
Amortization
101 
73 
Impairment charges
96 
15 
Deferred income tax expense
204 
177 
Stock-based compensation expense
42 
38 
Other adjustments
10 
(111)
Changes in operating assets and liabilities:
 
 
Receivables
(108)
(91)
Inventories
(68)
(84)
Accounts payable
32 
62 
Deferred income
(91)
(57)
U.S. and foreign income taxes payable
(22)
(70)
Other
(995)
(574)
Net Cash Provided by Operating Activities
387 
481 
Cash Flows From Investing Activities:
 
 
Sale and maturities of marketable securities
2,190 
758 
Purchases of marketable securities
(2,615)
(2,234)
Additions to property, plant and equipment and capitalized software
(123)
(75)
Sale of businesses and other investing activities
12 
114 
Purchase of businesses, net of cash acquired
(2,491)
 
Net Cash Used in Investing Activities
(3,027)
(1,437)
Cash Flows From Financing Activities:
 
 
Short-term borrowings/(repayments)
30 
18 
Long-term debt repayments
(109)
(54)
Interest rate swap terminations
Stock option exercises
159 
53 
Common stock repurchases
(339)
(148)
Dividends paid
(579)
(565)
Net Cash Used in Financing Activities
(836)
(692)
Effect of Exchange Rates on Cash and Cash Equivalents
20 
(Decrease)/Increase in Cash and Cash Equivalents
(3,469)
(1,628)
Cash and Cash Equivalents at Beginning of Period
5,776 
5,033 
Cash and Cash Equivalents at End of Period
$ 2,307 
$ 3,405 
BASIS OF PRESENTATION
Basis Of Presentation [Text Block]

Note 1. BASIS OF PRESENTATION

 

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 (SEC) 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 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 financial position at March 31, 2012 and December 31, 2011, and the results of operations and cash flows for the three months ended March 31, 2012 and 2011. All intercompany balances and transactions have been eliminated. Material subsequent events are evaluated and disclosed through the report issuance date. These unaudited consolidated financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011 included in the Annual Report on Form 10-K.

 

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 and assumptions, based on complex judgments that are considered reasonable, that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and contingent liabilities at the date of the financial statements. The most significant assumptions are employed in estimates used in determining the fair value of intangible assets, restructuring charges and accruals, sales rebate and return accruals including the annual pharmaceutical company fee, legal contingencies, tax assets and tax liabilities, stock-based compensation expense, pension and postretirement benefits, fair value of financial instruments with no direct or observable market quotes, inventory obsolescence, potential impairment of long-lived assets, allowances for bad debt, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from estimated results.

BUSINESS SEGMENT INFORMATION
Business Segment Information [Text Block]

Note 2. 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 a global supply chain organization are utilized and responsible for the development and delivery of products to the market. Products are distributed and sold through regional organizations that serve the United States; Europe; Latin America, Middle East and Africa; Japan, Asia Pacific and Canada; and Emerging Markets defined as Brazil, Russia, India, China and Turkey. The business is also supported by global corporate staff functions. The segment information presented below is consistent with the financial information regularly reviewed by the chief operating decision maker, the chief executive officer, for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods.

 

Net sales of key products were as follows:

  Three Months Ended March 31,
Dollars in Millions2012 2011
PLAVIX* (clopidogrel bisulfate)$ 1,693 $ 1,762
AVAPRO*/AVALIDE* (irbesartan/irbesartan-hydrchlorothiazide)  207   290
ABILIFY* (aripiprazole)  621   624
REYATAZ (atazanavir sulfate)  358   366
SUSTIVA (efavirenz) Franchise  386   343
BARACLUDE (entecavir)  325   275
ERBITUX* (cetuximab)  179   165
SPRYCEL (dasatinib)  231   172
YERVOY (ipilimumab)  154   -
ORENCIA (abatacept)  254   199
NULOJIX (belatacept)  1   -
ONGLYZA/KOMBIGLYZE (saxagliptin/saxagliptin and metformin)  161   81
Mature Products and All Other  681   734
 Net Sales$ 5,251 $ 5,011

Segment income excludes the impact of significant items not indicative of current operating performance or ongoing results, and earnings attributed to Sanofi and other noncontrolling interest. The reconciliation to earnings before income taxes was as follows:

 Three Months Ended March 31,
Dollars in Millions2012 2011
BioPharmaceuticals segment income$ 1,402 $ 1,288
      
Reconciling items:     
Provision for restructuring  (22)   (44)
Accelerated depreciation, asset impairment and other shutdown costs  -   (23)
Process standardization implementation costs  (8)   (4)
Litigation expense/(recoveries)  172   102
Upfront, milestone and other licensing payments  -   (88)
Intangible asset impairment  (96)   (15)
Other  (31)   (26)
Noncontrolling interest  610   577
Earnings before income taxes$ 2,027 $ 1,767
ALLIANCES AND COLLABORATIONS
Alliances and Collaborations [Text Block]

Note 3. ALLIANCES AND COLLABORATIONS

 

BMS maintains alliances and collaborations with various third parties for the development and commercialization of certain products. Unless otherwise noted, operating results associated with the alliances and collaborations are generally treated as follows: product revenues from BMS sales are included in revenue; royalties, collaboration fees, profit sharing and distribution fees are included in cost of goods sold; post-approval milestone payments to partners are deferred and amortized over the useful life within cost of goods sold; cost sharing reimbursements offset the intended operating expense; payments to BMS attributed to upfront, milestone and other licensing payments are deferred and amortized over the estimated useful life within other income/expense; income and expenses attributed to a collaboration's non-core activities, such as supply and manufacturing arrangements and compensation for opting-out of commercialization in certain countries, are included in other income/expense; partnerships and joint ventures are either consolidated or accounted for under the equity method of accounting and related cash receipts and distributions are treated as operating cash flow.

 

See the 2011 Annual Report on Form 10-K for a more complete description of the below agreements, including termination provisions, as well as disclosures of other alliances and collaborations.

Sanofi

 

BMS has agreements with Sanofi for the codevelopment and cocommercialization of AVAPRO*/AVALIDE*, an angiotensin II receptor antagonist indicated for the treatment of hypertension and diabetic nephropathy, and PLAVIX*, 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 with Sanofi 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 relating to the products in the applicable territory.

 

BMS acts as the operating partner and owns a 50.1% majority controlling interest in the territory covering the Americas and Australia and consolidates all country partnership results for this territory with Sanofi's 49.9% share of the results reflected as a noncontrolling interest. BMS recognizes net sales in this territory and in comarketing countries outside this territory (e.g. Germany, Italy for irbesartan only, Spain and Greece). Sanofi acts as the operating partner and owns a 50.1% majority controlling interest in the territory covering Europe and Asia and BMS has a 49.9% ownership interest in this territory.

 

BMS and Sanofi have a separate partnership governing the copromotion of irbesartan in the U.S. Sanofi paid BMS $350 million for their acquisition of an interest in the irbesartan license for the U.S. upon formation of the alliance.

 

Summarized financial information related to this alliance is as follows:

  Three Months Ended March 31,
Dollars in Millions2012  2011
Territory covering the Americas and Australia:     
 Net sales$ 1,817 $ 1,978
 Royalty expense  367   402
 Noncontrolling interestpre-tax  605   573
 Profit distributions to Sanofi  (609)   (599)
       
Territory covering Europe and Asia:     
 Equity in net income of affiliates  (60)   (86)
 Profit distributions to BMS  67   60
       
Other:     
 Net sales in Europe comarketing countries and other  83   74
 Amortization (income)/expense – irbesartan license fee  (8)   (8)
 Supply activities and development and opt-out royalty (income)/expense  (6)   14
       
  March 31, December 31,
Dollars in Millions2012 2011
Investment in affiliates – territory covering Europe and Asia$ 30 $ 37
Deferred income – irbesartan license fee  21   29

The following is summarized financial information for interests in the partnerships with Sanofi for the territory covering Europe and Asia, which are not consolidated but are accounted for using the equity method:

 Three Months Ended March 31,
Dollars in Millions2012 2011
Net sales$ 319 $ 379
Gross profit  138   168
Net income  122   140

Otsuka

 

BMS has a worldwide commercialization agreement with Otsuka Pharmaceutical Co., Ltd. (Otsuka), to codevelop and copromote ABILIFY*, for the treatment of schizophrenia, bipolar mania disorder and major depressive disorder, excluding certain Asia Pacific countries. The U.S. portion of the amended commercialization and manufacturing agreement expires upon the expected loss of product exclusivity in April 2015. Beginning on January 1, 2012, the contractual share of revenue recognized by BMS in the U.S. was reduced from 53.5% in 2011 to 51.5% and will be further reduced in 2013.

 

In the UK, Germany, France and Spain, BMS receives 65% of third-party net sales. In these countries and the U.S., third-party customers are invoiced by BMS on behalf of Otsuka and alliance revenue is recognized when ABILIFY* is shipped and all risks and rewards of ownership have been transferred to third-party customers. In certain countries where BMS is presently the exclusive distributor for the product or has an exclusive right to sell ABILIFY*, BMS recognizes all of the net sales.

 

BMS purchases the product from Otsuka and performs finish manufacturing for sale to third-party customers by BMS or Otsuka. Under the terms of the amended agreement, BMS paid Otsuka $400 million, which is amortized as a reduction of net sales through the expected loss of U.S. exclusivity in April 2015. The unamortized balance is included in other assets. Otsuka receives a royalty based on 1.5% of total U.S. net sales. Otsuka is responsible for 30% of the U.S. expenses related to the commercialization of ABILIFY* from 2010 through 2012.

 

BMS and Otsuka also have an oncology collaboration for SPRYCEL and IXEMPRA (ixabepilone) (the “Oncology Products”) in the U.S., Japan and the EU (the “Oncology Territory”). The Company pays a collaboration fee to Otsuka equal to 30% of the first $400 million annual net sales of the Oncology Products in the Oncology Territory, 5% of annual net sales between $400 million and $600 million, and 3% of annual net sales between $600 million and $800 million with additional trailing percentages of annual net sales over $800 million. Otsuka will contribute 20% of the first $175 million of certain commercial operational expenses relating to the Oncology Products in the Oncology Territory and 1% of such costs in excess of $175 million.

 

Summarized financial information related to this alliance is as follows:

 Three Months Ended March 31,
Dollars in Millions 2012  2011
ABILIFY* net sales, including amortization of extension payment$ 621 $ 624
Oncology Products collaboration fee expense  32   33
Royalty expense  17   16
Reimbursement of operating expenses to/(from) Otsuka  (24)   (22)
Amortization (income)/expense extension payment  16   16
Amortization (income)/expense – upfront, milestone and other licensing payments  2   2
      
 March 31, December 31,
Dollars in Millions2012 2011
Other assets - extension payment$ 203 $ 219
Other intangible assets - upfront, milestone and other licensing payments  3   5

Lilly

 

BMS has an Epidermal Growth Factor Receptor (EGFR) commercialization agreement with Eli Lilly and Company (Lilly) through Lilly's November 2008 acquisition of ImClone Systems Incorporated (ImClone) for the codevelopment and promotion of ERBITUX* and necitumumab (IMC-11F8) in the U.S. which expires as to ERBITUX* in September 2018. BMS also has codevelopment and copromotion rights to both products in Canada and Japan. ERBITUX* is indicated for use in the treatment of patients with metastatic colorectal cancer and for use in the treatment of squamous cell carcinoma of the head and neck. Under the EGFR agreement, with respect to ERBITUX* sales in North America, Lilly receives a distribution fee based on a flat rate of 39% of net sales in North America plus reimbursement of certain royalties paid by Lilly.

 

In Japan, BMS shares rights to ERBITUX* under an agreement with Lilly and Merck KGaA and receives 50% of the pre-tax profit from Merck KGaA's net sales of ERBITUX* in Japan which is further shared equally with Lilly.

 

With respect to necitumumab, the companies will share in the cost of developing and potentially commercializing necitumumab in the U.S., Canada and Japan. Lilly maintains exclusive rights to necitumumab in all other markets. BMS will fund 55% of development costs for studies that will be used only in the U.S., 50% for Japan studies and 27.5% for global studies.

 

BMS is amortizing $500 million of license acquisition costs associated with the EGFR commercialization agreement through 2018.

 

Summarized financial information related to this alliance is as follows:

 Three Months Ended March 31,
Dollars in Millions2012 2011
Net sales$ 179 $ 165
Distribution fees and royalty expense  74   69
Research and development expense reimbursement to Lilly – necitumumab   1   2
Amortization (income)/expense upfront, milestone and other licensing payments  10   10
Japan commercialization fee (income)/expense  (6)   (9)
      
 March 31, December 31,
Dollars in Millions2012 2011
Other intangible assets – upfront, milestone and other licensing payments$ 239 $ 249

Gilead

 

BMS and Gilead Sciences, Inc. (Gilead) have a joint venture to develop and commercialize ATRIPLA* (efavirenz 600 mg/ emtricitabine 200 mg/ tenofovir disoproxil fumarate 300 mg), a once-daily single tablet three-drug regimen for the treatment of human immunodeficiency virus (HIV) infection, combining SUSTIVA, a product of BMS, and TRUVADA* (emtricitabine and tenofovir disoproxil fumarate), a product of Gilead, in the U.S., Canada and Europe.

 

Net sales of the bulk efavirenz component of ATRIPLA* are deferred until the combined product is sold to third-party customers. Net sales for the efavirenz component are based on the relative ratio of the average respective net selling prices of TRUVADA* and SUSTIVA.

 

Summarized financial information related to this alliance is as follows:

  Three Months Ended March 31,
Dollars in Millions 2012 2011
Net sales $ 322 $ 271
Equity in net loss of affiliates   4   5

AstraZeneca

 

BMS maintains two worldwide codevelopment and cocommercialization agreements with AstraZeneca PLC (AstraZeneca) for ONGLYZA, KOMBIGLYZE (excluding Japan), KOMBOGLYZE and dapagliflozin. ONGLYZA, KOMBIGLYZE (saxagliptin and metformin hydrochloride extended-release) and KOMBOGLYZE (saxagliptin and metformin immediate-release marketed in the EU) are indicated for use in the treatment of diabetes. In this document unless specifically noted, we refer to both KOMBIGLYZE and KOMBOGLYZE as KOMBIGLYZE. Dapagliflozin is currently being studied for the treatment of diabetes. ONGLYZA and dapagliflozin were discovered by BMS. KOMBIGLYZE was codeveloped with AstraZeneca. Both companies jointly develop the clinical and marketing strategy and share commercialization expenses and profits and losses equally on a global basis and also share in development costs. BMS manufactures both products. BMS has opted to decline involvement in cocommercialization in certain countries not in the BMS global commercialization network and instead receive compensation based on net sales recorded by AstraZeneca in these countries. Opt-out compensation recorded by BMS was not material in the three months ended March 31, 2012.

 

BMS received $300 million in upfront, milestone and other licensing payments related to saxagliptin as of March 31, 2012 and $170 million in upfront, milestone and other licensing payments related to dapagliflozin as of March 31, 2012.

 

Summarized financial information related to this alliance is as follows:

  Three Months Ended March 31,
Dollars in Millions2012 2011
Net sales$ 161 $ 81
Profit sharing expense  73   38
Commercialization expense reimbursements to/(from) AstraZeneca  (12)   (9)
Research and development expense reimbursements to/(from) AstraZeneca  4   14
Amortization (income)/expense upfront, milestone and other licensing payments  (10)   (8)
       
  March 31, December 31,
Dollars in Millions2012 2011
Deferred income upfront, milestone and other licensing payments     
 Saxagliptin$ 224 $ 230
 Dapagliflozin  138   142

Pfizer

 

BMS and Pfizer Inc. (Pfizer) maintain a worldwide codevelopment and cocommercialization agreement for ELIQUIS, an anticoagulant discovered by BMS for the prevention and treatment of atrial fibrillation and other arterial thrombotic conditions. Pfizer funds 60% of all development costs under the initial development plan effective January 1, 2007. The companies jointly develop the clinical and marketing strategy and share commercialization expenses and profits equally on a global basis. In certain countries not in the BMS global commercialization network, Pfizer will commercialize ELIQUIS alone and will pay a royalty to BMS. BMS manufactures the product.

 

BMS received $559 million in upfront, milestone and other licensing payments for ELIQUIS as of March 31, 2012.

 

Summarized financial information related to this alliance is as follows:

 Three Months Ended March 31,
Dollars in Millions2012 2011
Commercialization expense reimbursement to/(from) Pfizer$ (5) $ (1)
Research and development reimbursements to/(from) Pfizer  2   (29)
Amortization (income)/expense – upfront, milestone and other licensing payments  (10)   (8)
      
 March 31, December 31,
Dollars in Millions2012 2011
Deferred income upfront, milestone and other licensing payments$ 424 $ 434
INHIBITEX, INC. ACQUISITION
Acquisition [Text Block]

Note 4. INHIBITEX, INC. ACQUISITION

 

On February 13, 2012, BMS completed its acquisition of the outstanding shares of Inhibitex, Inc. (Inhibitex), a clinical-stage biopharmaceutical company focused on developing products to prevent and treat serious infectious diseases. Acquisition costs of $12 million were included in other expense. BMS obtained Inhibitex's lead asset, INX-189, an oral nucleotide polymerase (NS5B) inhibitor in Phase II development for the treatment of chronic hepatitis C infections. Goodwill generated from this acquisition was primarily attributed to the potential to offer a full portfolio of therapy choices for hepatitis infections as well as to provide additional levels of sustainability to BMS' virology pipeline.

 

The preliminary purchase price allocation was as follows (pending final valuation of deferred tax assets):

Purchase price: Dollars in Millions
Cash$2,539
   
Identifiable net assets:  
Cash 46
Marketable securities 17
In-process research and development (IPRD) 1,875
Accounts payable (23)
Accrued expenses (10)
Deferred income taxes (579)
Total identifiable net assets 1,326
   
Goodwill$1,213

The fair value of the IPRD was estimated utilizing the income method which risk adjusted the expected future net cash flows estimated to be generated from the compounds based upon estimated probabilities of technical and regulatory success (PTRS). The unit of account for IPRD was a global view that considered all potential jurisdictions and indications. The cash flows were adjusted to present value utilizing a 12.0% discount rate reflecting the risk factors associated with the cash flow streams.

 

IPRD includes $1.8 billion attributed to INX-189. INX-189 is expected to be most effective when used in combination therapy and it is assumed all market participants would inherently maintain franchise synergies attributed to maximizing the cash flows of their existing virology pipeline assets. The cash flows utilized to value INX-189 include such synergies and also assume initial positive cash flows to commence in 2017, shortly after the expected receipt of regulatory approvals, subject to trial results. The weighted-average PTRS utilized in the INX-189 valuation was 38%. Actual cash flows attributed to IPRD are likely to be different than those assumed.

 

The results of Inhibitex's operations are included in the consolidated financial statements from February 13, 2012. Pro forma supplemental financial information is not provided as the impact of the acquisition is not material to operating results. Goodwill, IPRD and all intangible assets valued in this acquisition are non-deductible for tax purposes.

RESTRUCTURING
Restructuring [Text Block]

Note 5. RESTRUCTURING

 

The following is the provision for restructuring:

 Three Months Ended March 31,
Dollars in Millions2012 2011
Employee termination benefits$ 19 $ 43
Other exit costs  3   1
Provision for restructuring$ 22 $ 44

Restructuring charges included termination benefits for workforce reductions of manufacturing, selling, administrative, and research and development personnel across all geographic regions of approximately 120 and 435 for the three months ended March 31, 2012 and 2011, respectively.

The following table represents the activity of employee termination and other exit cost liabilities:

 Three Months Ended March 31,
Dollars in Millions2012 2011
Liability at January 1$ 77 $ 126
Charges  22   43
Changes in estimates  -   1
Provision for restructuring  22   44
Spending  (21)   (35)
Liability at March 31$ 78 $ 135
INCOME TAXES
Income Taxes [Text Block]

Note 6. INCOME TAXES

 

The effective income tax rate on earnings was 26.9% for the three months ended March 31, 2012 compared to 22.6% for the three months ended March 31, 2011. The effective tax rate is lower than the U.S. statutory rate of 35% primarily attributable to undistributed earnings of certain foreign subsidiaries that have been considered or are expected to be indefinitely reinvested offshore. If these earnings are repatriated to the U.S. in the future, or if it was determined that such earnings are to be remitted in the foreseeable future, additional tax provisions would be required. Reforms to U.S. tax laws related to foreign earnings have been proposed and if adopted, may increase taxes, which could reduce the results of operations and cash flows.

 

The increase in the effective income tax rate was due to:

  • Lower tax benefits from contingent tax matters primarily related to the effective settlements and remeasurements of uncertain tax positions ($3 million 2012 and $83 million in 2011); and
  • An unfavorable impact on the current year rate from the research and development tax credit, which was not extended as of March 31, 2012.

 

BMS is currently under examination by a number of tax authorities which have proposed adjustments to tax for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. BMS estimates that it is reasonably possible that the total amount of unrecognized tax benefits at March 31, 2012 could decrease in the range of approximately $65 million to $95 million in the next twelve months as a result of the settlement of certain tax audits and other events resulting in the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also reasonably possible that new issues will be raised by tax authorities which may require adjustments to the amount of unrecognized tax benefits; however, an estimate of such adjustments cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by tax jurisdiction.

EARNINGS PER SHARE
Earnings Per Share [Text Block]

Note 7. EARNINGS PER SHARE

   Three Months Ended March 31,
Amounts in Millions, Except Per Share Data 2012 2011
Net Earnings Attributable to BMS $ 1,101 $ 986
Earnings attributable to unvested restricted shares   (1)   (2)
Net Earnings Attributable to BMS common shareholders $ 1,100 $ 984
        
Earnings per share - basic $ 0.65 $ 0.58
        
Weighted-average common shares outstanding - basic   1,687   1,702
Contingently convertible debt common stock equivalents   1   1
Incremental shares attributable to share-based compensation plans   18   11
Weighted-average common shares outstanding - diluted   1,706   1,714
        
Earnings per share - diluted $ 0.64 $ 0.57
        
Anti-dilutive weighted-average equivalent shares - stock incentive plans   7   43
FINANCIAL INSTRUMENTS
Financial Instruments [Text Block]

Note 8. FINANCIAL INSTRUMENTS

 

Financial instruments include cash and cash equivalents, marketable securities, accounts receivable and payable, debt instruments and derivatives. Due to their short-term maturity, the carrying amount of receivables and accounts payable approximate fair value. 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.

 

BMS has exposure to market risk due to changes in currency exchange rates and interest rates. As a result, certain derivative financial instruments are used when available on a cost-effective basis to hedge the underlying economic exposure. These instruments qualify as cash flow, net investment and fair value hedges upon meeting certain criteria, including initial and periodic assessments of the effectiveness in offsetting hedged exposures. Changes in fair value of derivatives that do not qualify for hedge accounting are recognized in earnings as they occur. Derivative financial instruments are not used for trading purposes.

 

All financial instruments, including derivatives, are subject to counterparty credit risk which is considered as part of the overall fair value measurement. Counterparty credit risk is monitored on an ongoing basis and is mitigated by limiting amounts outstanding with any individual counterparty, utilizing conventional derivative financial instruments and only entering into agreements with counterparties that meet high credit quality standards. The consolidated financial statements would not be materially impacted if any counterparty failed to perform according to the terms of its agreement. Under the terms of the agreements, posting of collateral is not required by any party whether derivatives are in an asset or liability position.

 

Fair Value Measurements − The fair values of financial instruments are classified into one of the following categories:

 

Level 1 inputs utilize 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. These instruments include U.S. treasury securities.

 

Level 2 inputs include observable prices for similar instruments, quoted prices for identical or similar instruments in markets that are not active, and other observable inputs that can be corroborated by market data for substantially the full term of the assets or liabilities. These instruments include corporate debt securities, commercial paper, Federal Deposit Insurance Corporation (FDIC) insured debt securities, certificates of deposit, money market funds, foreign currency forward contracts, interest rate swap contracts, equity funds and fixed income funds. Additionally, certain corporate debt securities utilize a third-party matrix-pricing model that uses significant inputs corroborated by market data for substantially the full term of the assets. Equity and fixed income funds are primarily invested in publicly traded securities and are valued at the respective net asset value of the underlying investments. There were no significant unfunded commitments or restrictions on redemptions related to equity and fixed income funds as of March 31, 2012. Level 2 derivative instruments are valued using London Interbank Offered Rate (LIBOR) and Euro Interbank Offered Rate (EURIBOR) yield curves, less credit valuation adjustments, and observable forward foreign exchange rates at the reporting date. Valuations of derivative contracts may fluctuate considerably from period-to-period due to volatility in underlying foreign currencies and underlying interest rates, which are driven by market conditions and the duration of the contract. Credit adjustment volatility may have a significant impact on the valuation of interest rate swaps due to changes in counterparty credit ratings and credit default swap spreads.

 

Level 3 unobservable inputs are used when little or no market data is available. Valuation models for the Auction Rate Security (ARS) and Floating Rate Securities (FRS) portfolio 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 fair value of ARS was determined using an internally developed valuation which was based in part on indicative bids received on the underlying assets of the security and other evidence of fair value. The ARS is a private placement security rated 'BBB' by Standard and Poor's and represents interests in insurance securitizations. Due to the current lack of an active market for FRS and the general lack of transparency into their underlying assets, other qualitative analysis is relied upon to value FRS including discussions with brokers and fund managers, default risk underlying the security and overall capital market liquidity.

Available-For-Sale Securities and Cash Equivalents

 

The following table summarizes available-for-sale securities at March 31, 2012 and December 31, 2011:

      Gross Gross               
      Unrealized Unrealized            
      Gain in Loss in Gain/(Loss)         
   Amortized Accumulated Accumulated in Fair Fair Value
Dollars in Millions Cost OCI OCI Income Value  Level 1 Level 2 Level 3
March 31, 2012                        
Marketable Securities                        
 Certificates of Deposit $ 650 $ - $ - $ - $ 650 $ - $ 650 $ -
 Corporate Debt Securities   4,067   60   (5)   -   4,122   -   4,122   -
 Commercial Paper   952   -   -   -   952   -   952   -
 U.S. Treasury Securities   150   2   -   -   152   152   -   -
 FDIC Insured Debt Securities   301   1   -   -   302   -   302   -
 Equity Funds   50   -   -   5   55   -   55   -
 Fixed Income Funds   45   -   -   -   45   -   45   -
 ARS   9   1   -   -   10   -   -   10
 FRS   21   -   (2)   -   19   -   -   19
 Total Marketable Securities $ 6,245 $ 64 $ (7) $ 5 $ 6,307 $ 152 $ 6,126 $ 29
                          
December 31, 2011                        
Marketable Securities                        
 Certificates of Deposit $ 1,051 $ - $ - $ - $1,051 $ - $ 1,051 $ -
 Corporate Debt Securities   2,908   60   (3)   -  2,965   -   2,965   -
 Commercial Paper   1,035   -   -   -  1,035   -   1,035   -
 U.S. Treasury Securities   400   2   -   -  402   402   -   -
 FDIC Insured Debt Securities   302   1   -   -  303   -   303   -
 ARS   80   12   -   -  92   -   -   92
 FRS   21   -   (3)   -  18   -   -   18
 Total Marketable Securities $ 5,797 $ 75 $ (6) $ - $5,866 $ 402 $ 5,354 $ 110

The following table summarizes the classification of available for sale securities in the consolidated balance sheet:

 March 31, December 31,
Dollars in Millions2012 2011
Current Marketable Securities$2,722 $2,957
Non-current Marketable Securities 3,585  2,909
Total Marketable Securities$6,307 $5,866

Money market funds and other securities aggregating $1,974 million and $5,469 million at March 31, 2012 and December 31, 2011, respectively, were included in cash and cash equivalents and valued using Level 2 inputs. At March 31, 2012, $3,571 million of non-current available for sale corporate debt securities and FRS mature within five years.

 

The change in fair value for the investments in equity and fixed income funds are recognized in the results of operations and are designed to offset the change in fair value of certain employee retirement benefits.

 

The following table summarizes the activity for financial assets utilizing Level 3 fair value measurements:

 2012 2011
Fair value at January 1 $110 $110
Sales  (81)  0
Fair value at March 31 $29 $110

Qualifying Hedges

 

The following table summarizes the fair value of outstanding derivatives:

    March 31, 2012 December 31, 2011
      Fair Value   Fair Value
Dollars in MillionsBalance Sheet Location Notional (Level 2) Notional (Level 2)
Derivatives designated as hedging instruments:             
 Interest rate swap contracts Other assets $ 573 $ 115 $ 579 $ 135
 Foreign currency forward contracts Other assets   1,392   69   1,347   88
 Foreign currency forward contracts Accrued expenses   187   (3)   480   (29)

Cash Flow Hedges − Foreign currency forward contracts are primarily utilized to hedge forecasted intercompany inventory purchase transactions in certain foreign currencies. These forward contracts are designated as cash flow hedges with the effective portion of changes in fair value being temporarily reported in accumulated other comprehensive income (OCI) and recognized in earnings when the hedged item affects earnings. As of March 31, 2012, significant outstanding foreign currency forward contracts were primarily attributed to Euro and Japanese yen foreign currency forward contracts in the notional amount of $793 million and $490 million, respectively.

 

The net gain on foreign currency forward contracts qualifying for cash flow hedge accounting is expected to be reclassified to cost of products sold within the next two years, including $49 million of pre-tax gains to be reclassified within the next 12 months. Cash flow hedge accounting is discontinued 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. 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. Any ineffective portion of the change in fair value is included in current period earnings. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not significant during the three months ended March 31, 2012 and 2011.

 

Net Investment Hedges − Non-U.S. dollar borrowings of €541 million ($718 million) are designated to hedge the foreign currency exposures of the net investment in certain foreign affiliates. These borrowings are designated as net investment hedges and recognized in long-term debt. The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the foreign currency translation component of accumulated OCI with the related offset in long-term debt.

 

Fair Value Hedges – Fixed-to-floating interest rate swap contracts are designated as fair value hedges and are used as part of an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The swaps and underlying debt for the benchmark risk being hedged are recorded at fair value. When the underlying swap is terminated prior to maturity, the fair value basis adjustment to the underlying debt instrument is amortized into earnings as an adjustment to interest expense over the remaining term of the debt.

 

The adjustment to long-term debt from interest rate swaps that qualify as fair value hedges and other items was as follows:

  March 31, December 31,
Dollars in Millions2012 2011
Principal Value$ 4,611 $ 4,669
Adjustments to Principal Value:     
 Fair value of interest rate swaps  115   135
 Unamortized basis adjustment from swap terminations  566   594
 Unamortized bond discounts  (22)   (22)
Total$ 5,270 $ 5,376

Interest payments were $33 million and $31 million for the three months ended March 31, 2012 and 2011, respectively, net of amounts related to interest rate swap contracts.

 

Debt repurchase activity was as follows:

 Three Months Ended March 31,
Dollars in Millions2012 2011
Principal amount$80 $50
Repurchase price 109  54
Notional amount of interest rate swaps terminated 6  24
Swap termination proceeds 2  4
Total (gain)/loss 19  (8)
RECEIVABLES
Receivables [Text Block]

Note 9. RECEIVABLES

 

Receivables include:

 March 31, December 31,
Dollars in Millions2012 2011
Trade receivables$ 2,403 $ 2,397
Less allowances  (152)   (147)
Net trade receivables  2,251   2,250
Alliance partners receivables  939   1,081
Prepaid and refundable income taxes  244   256
Miscellaneous receivables  179   156
Receivables$ 3,613 $ 3,743

Receivables are netted with deferred income related to alliance partners until recognition of income. As a result, alliance partner receivables and deferred income were reduced by $1,073 million and $901 million at March 31, 2012 and December 31, 2011, respectively. For additional information regarding alliance partners, see “—Note 3. Alliances and Collaborations.” Non-U.S. receivables sold on a nonrecourse basis were $213 million and $246 million for the three months ended March 31, 2012 and 2011, respectively. In the aggregate, receivables due from three pharmaceutical wholesalers in the U.S. represented 54% and 55% of total trade receivables at March 31, 2012 and December 31, 2011, respectively.

INVENTORIES
Inventories [Text Block]

Note 10. INVENTORIES

 

Inventories include:

 March 31, December 31,
Dollars in Millions2012 2011
Finished goods$ 501 $ 478
Work in process  721   646
Raw and packaging materials  241   260
Inventories$ 1,463 $ 1,384

Inventories expected to remain on-hand beyond one year are included in non-current assets and were $330 million (including $126 million subject to regulatory approval prior to being sold) at March 31, 2012 and $260 million at December 31, 2011. The status of the regulatory approval process and the probability of future sales were considered in assessing the recoverability of these costs.

PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment [Text Block]

Note 11. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment includes:

 March 31, December 31,
Dollars in Millions2012 2011
Land$ 111 $ 137
Buildings  4,592   4,545
Machinery, equipment and fixtures  3,459   3,437
Construction in progress  283   262
Gross property, plant and equipment  8,445   8,381
Less accumulated depreciation  (3,933)   (3,860)
Property, plant and equipment$ 4,512 $ 4,521
GOODWILL
Goodwill and Intangible Assets Disclosure [Text Block]

Note 12. GOODWILL

 

Changes in the carrying amount of goodwill during the three months ended March 31, 2012 were as follows:

Dollars in Millions 
Balance at January 1, 2012$ 5,586
 Inhibitex acquisition (Note 4)  1,213
Balance at March 31, 2012$ 6,799

Qualitative factors were assessed in the first quarter in determining whether it was more likely than not that the fair value of our aggregated geographic reporting units exceeded its carrying value. Examples of qualitative factors assessed included our share price, our financial performance compared to budgets, long-term financial plans, macroeconomic, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets from the annual impairment test performed in the prior year. Positive and negative influences of each relevant factor were assessed both individually and in the aggregate and as a result it was concluded that no additional quantitative testing was required.

EQUITY
Stockholders Equity Note Disclosure [Text Block]

Note 13. EQUITY

      Capital in Excess        
 Common Stock of Par Value Retained Treasury Stock Noncontrolling
Dollars and Shares in MillionsShares Par Value   of Stock   Earnings Shares Cost Interest
Balance at January 1, 2011 2,205 $ 220 $ 3,682 $ 31,636  501 $ (17,454) $ (75)
Net earnings attributable to BMS -   -   -   986  -   -   -
Cash dividends declared -   -   -   (567)  -   -   -
Stock repurchase program -   -   -   -  5   (138)   -
Employee stock compensation plans -   -   (246)   -  (7)   293   -
Net earnings attributable to noncontrolling                  
interest -   -   -   -  -   -   577
Distributions -   -   -   -  -   -   (599)
Balance at March 31, 2011 2,205 $ 220 $ 3,436 $ 32,055  499 $ (17,299) $ (97)
                   
Balance at January 1, 2012 2,205 $ 220 $ 3,114 $ 33,069  515 $ (17,402) $ (89)
Net earnings attributable to BMS -   -   -   1,101  -   -   -
Cash dividends declared -   -   -   (575)  -   -   -
Stock repurchase program -   -   -   -  10   (323)   -
Employee stock compensation plans 1   1   (289)   -  (8)   439   -
Net earnings attributable to noncontrolling                  
interest -   -   -   -  -   -   607
Distributions -   -   -   -  -   -   (609)
Balance at March 31, 2012 2,206 $ 221 $ 2,825 $ 33,595  517 $ (17,286) $ (91)

Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method.

 

In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of common stock. Repurchases may be made either in the open market or through private transactions, including under repurchase plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The stock repurchase program does not have an expiration date and may be suspended or discontinued at any time.

 

Noncontrolling interest is primarily related to the partnerships with Sanofi for the territory covering the Americas for net sales of PLAVIX*. Net earnings attributable to noncontrolling interest are presented net of taxes of $229 million and $196 million for the three months ended March 31, 2012 and 2011, respectively, in the consolidated statements of earnings with a corresponding increase to the provision for income taxes. Distribution of the partnership profits to Sanofi and Sanofi's funding of ongoing partnership operations occur on a routine basis. The above activity includes the pre-tax income and distributions related to these partnerships.

 

The accumulated balances related to each component of other comprehensive income/(loss) (OCI), net of taxes, were as follows:

 Foreign Derivatives  Pension and Other Available Accumulated Other
 Currency Qualifying as Postretirement for Comprehensive
Dollars in Millions    Translation    Effective Hedges    Benefits    Sale Securities Income/(Loss)
Balance at January 1, 2011$ (222) $ (20) $ (2,163) $ 34 $ (2,371)
Other comprehensive income/(loss)  (40)   (25)   19   3   (43)
Balance at March 31, 2011$ (262) $ (45) $ (2,144) $ 37 $ (2,414)
               
Balance at January 1, 2012$ (238) $ 36 $ (2,905) $ 62 $ (3,045)
Other comprehensive income/(loss)  3   (1)   38   (13)   27
Balance at March 31, 2012$ (235) $ 35 $ (2,867) $ 49 $ (3,018)
PENSION AND POSTRETIREMENT BENEFIT PLANS
Pension and Other Postretirement Benefits [Text Block]

Note 14. PENSION AND POSTRETIREMENT BENEFIT PLANS

 

The net periodic benefit cost of defined benefit pension and postretirement benefit plans includes:

 Three Months Ended March 31,
                    Pension Benefits                                       Other Benefits                   
Dollars in Millions2012 2011 2012 2011
Service cost — benefits earned during the year$ 10 $ 10 $ 2 $ 2
Interest cost on projected benefit obligation  79   84   6   7
Expected return on plan assets  (126)   (115)   (6)   (7)
Amortization of prior service cost/(benefit)  -   -   (1)   (1)
Amortization of net actuarial loss  33   28   3   2
Curtailments  -   (1)   -   -
Settlements  -   (2)   -   -
Net periodic benefit cost$ (4) $ 4 $ 4 $ 3

Contributions to the U.S. pension plans are expected to approximate $340 million during 2012, of which $307 million was contributed in the three months ended March 31, 2012. Contributions to the international plans are expected to range from $75 million to $90 million in 2012, of which $32 million was contributed in the three months ended March 31, 2012.

 

The expense attributed to defined contribution plans in the U.S. was $48 million and $39 million for the three months ended March 31, 2012 and 2011, respectively.

EMPLOYEE STOCK BENEFIT PLANS
Employee Stock Benefit Plans [Text Block]

Note 15. EMPLOYEE STOCK BENEFIT PLANS

 

Stock-based compensation expense was as follows:

 Three Months Ended March 31,
Dollars in Millions2012 2011
Stock options$ 3 $ 6
Restricted stock  19   18
Market share units  6   6
Long-term performance awards  14   8
Total stock-based compensation expense$ 42 $ 38
      
Deferred tax benefit related to stock-based compensation expense$ 14 $ 13

In the first quarter of 2012, 2.8 million restricted stock units, 1.1 million market share units and 1.7 million long-term performance share units were granted. The weighted-average grant date fair value for restricted stock units, market share units and long-term performance share units granted during the first quarter of 2012 was $32.60, $31.85 and $32.33, respectively.

 

Substantially all restricted stock units vest ratably over a four year period based on share price performance. Market share units vest ratably over a four year period based on share price performance. The fair value of market share units was estimated on the date of grant using a model applying multiple input variables that determine the probability of satisfying market conditions. Long-term performance share units are determined based on the achievement of annual performance goals, but are not vested until the end of the three year plan period.

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 March 31, 2012 were as follows:

          Long-Term
 Stock Restricted Market Performance
Dollars in MillionsOptions Stock Share Units Awards
Unrecognized compensation cost$9 $202 $54 $68
Expected weighted-average period in years of compensation cost to be recognized 0.9  3.1  3.4  1.6
LEGAL PROCEEDINGS AND CONTINGENCIES
Legal Proceedings and Contingencies [Text Block]

Note 16. LEGAL PROCEEDINGS AND CONTINGENCIES

 

The Company 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. The Company recognizes 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 patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage. Legal proceedings that are material or that the Company believes could become material are described below.

 

Although the Company believes it has substantial defenses in these matters, there can be no assurance that there will not be an increase in the scope of pending matters or that any future lawsuits, claims, government investigations or other legal proceedings will not be material. Unless otherwise noted, the Company is unable to assess the outcome of the respective litigation nor is it able to provide an estimated range of potential loss. Furthermore, failure to enforce our patent rights would likely result in substantial decreases in the respective product sales from generic competition.

 

INTELLECTUAL PROPERTY

 

PLAVIX* – Australia

 

As previously disclosed, 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. (Apotex), has since changed its name to Apotex. In August 2007, Apotex filed an application in the Federal Court of Australia (the Federal Court) 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 granted Sanofi's injunction. A subsidiary of the Company 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 Apotex case and a trial occurred in April 2008. 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. The Company 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 which have stayed the Federal Court's ruling. Apotex filed a notice of appeal appealing the holding of validity of the clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate claims. A hearing on the appeals occurred in February 2009. On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In November 2009, the Company and Sanofi applied to the High Court of Australia (High Court) for special leave to appeal the judgment of the Full Court. In March 2010, the High Court denied the Company and Sanofi's request to hear the appeal of the Full Court decision. The case has been remanded to the Federal Court for further proceedings related to damages. It is expected the amount of damages will not be material to the Company.

 

PLAVIX* – EU

 

As previously disclosed, in 2007, YES Pharmaceutical Development Services GmbH (YES Pharmaceutical) filed an application for marketing authorization in Germany for an alternate salt form of clopidogrel. This application relied on data from studies that were originally conducted by Sanofi and BMS for PLAVIX* and were still the subject of data protection in the EU. Sanofi and BMS have filed an action against YES Pharmaceutical and its partners in the administrative court in Cologne objecting to the marketing authorization. This matter is currently pending, although these specific marketing authorizations now have been withdrawn from the market.

 

PLAVIX* – Canada (Apotex, Inc.)

 

On April 22, 2009, Apotex filed an impeachment action against Sanofi in the Federal Court of Canada alleging that Sanofi's Canadian Patent No. 1,336,777 (the '777 Patent) is invalid. On June 8, 2009, Sanofi filed its defense to the impeachment action and filed a suit against Apotex for infringement of the '777 Patent. The trial was completed in June 2011 and in December 2011, the Federal Court of Canada issued a decision that the '777 Patent is invalid. Sanofi is appealing this decision though generic companies have since entered the market.

 

OTHER INTELLECTUAL PROPERTY LITIGATION

 

ABILIFY*

 

As previously disclosed, Otsuka has filed patent infringement actions against Teva, Barr Pharmaceuticals, Inc. (Barr), Sandoz Inc. (Sandoz), Synthon Laboratories, Inc (Synthon), Sun Pharmaceuticals (Sun), Zydus Pharmaceuticals USA, Inc. (Zydus), and Apotex relating to U.S. Patent No. 5,006,528, ('528 Patent) which covers aripiprazole and expires in April 2015 (including the additional six-month pediatric exclusivity period). Aripiprazole is comarketed by the Company and Otsuka in the U.S. as ABILIFY*. A non-jury trial in the U.S. District Court for the District of New Jersey (NJ District Court) against Teva/Barr and Apotex was completed in August 2010. In November 2010, the NJ District Court upheld the validity and enforceability of the '528 Patent, maintaining the main patent protection for ABILIFY* in the U.S. until April 2015. The NJ District Court also ruled that the defendants' generic aripiprazole product infringed the '528 Patent and permanently enjoined them from engaging in any activity that infringes the '528 Patent, including marketing their generic product in the U.S. until after the patent (including the six-month pediatric extension) expires. Sandoz, Synthon, Sun and Zydus are also bound by the NJ District Court's decision. In December 2010, Teva/Barr and Apotex appealed this decision to the U.S. Court of Appeals for the Federal Circuit. Oral argument was held in February 2012.

 

It is not possible at this time to determine the outcome of any appeal of the NJ District Court's decision. If Otsuka were not to prevail in an appeal, generic competition would likely result in substantial decreases in the sales of ABILIFY* in the U.S., which would have a material adverse effect on the results of operations and cash flows and could be material to financial condition.

 

ATRIPLA*

 

In April 2009, Teva filed an abbreviated New Drug Application (aNDA) to manufacture and market a generic version of ATRIPLA*. ATRIPLA* is a single tablet three-drug regimen combining the Company's SUSTIVA and Gilead's TRUVADA*. As of this time, the Company's U.S. patent rights covering SUSTIVA's composition of matter and method of use have not been challenged. Teva sent Gilead a Paragraph IV certification letter challenging two of the fifteen Orange Book listed patents for ATRIPLA*. ATRIPLA* is the product of a joint venture between the Company and Gilead. In May 2009, Gilead filed a patent infringement action against Teva in the U.S. District Court for the Southern District of New York (SDNY). In January 2010, the Company received a notice that Teva has amended its aNDA and is challenging eight additional Orange Book listed patents for ATRIPLA*. In March 2010, the Company and Merck, Sharp & Dohme Corp. (Merck) filed a patent infringement action against Teva also in the SDNY relating to two U.S. Patents which claim crystalline or polymorph forms of efavirenz. In March 2010, Gilead filed two patent infringement actions against Teva in the SDNY relating to six Orange Book listed patents for ATRIPLA*. Discovery in these matters is ongoing. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

 

BARACLUDE

 

In August 2010, Teva filed an aNDA to manufacture and market generic versions of BARACLUDE. The Company received a Paragraph IV certification letter from Teva challenging the one Orange Book listed patent for BARACLUDE, U.S. Patent No. 5,206,244. In September 2010, the Company filed a patent infringement lawsuit in the U.S. District Court for the District of Delaware against Teva for infringement of the listed patent covering BARACLUDE, which triggered an automatic 30-month stay of approval of Teva's aNDA. Discovery in this matter is ongoing. It is not possible at this time to reasonably assess the outcome of this lawsuit or its impact on the Company. A trial is currently scheduled for October 2012.

 

SPRYCEL

 

In September 2010, Apotex filed an aNDA to manufacture and market generic versions of SPRYCEL. The Company received a Paragraph IV certification letter from Apotex challenging the four Orange Book listed patents for SPRYCEL, including the composition of matter patent. In November 2010, the Company filed a patent infringement lawsuit in the NJ District Court against Apotex for infringement of the four Orange Book listed patents covering SPRYCEL, which triggered an automatic 30-month stay of approval of Apotex's aNDA. In October 2011, the Company received a Paragraph IV notice letter from Apotex informing the Company that it is seeking approval of generic versions of the 80 mg and 140 mg dosage strengths of SPRYCEL and challenging the same four Orange Book listed patents. In November 2011, BMS filed a patent infringement suit against Apotex on the 80 mg and 140 mg dosage strengths in the NJ District Court. This case has been consolidated with the suit filed in November 2010. Discovery in this matter is ongoing. It is not possible at this time to reasonably assess the outcome of this lawsuit or its impact on the Company.

 

SUSTIVA – EU

 

In January 2012, Teva obtained a European marketing authorization for Efavirenz Teva 600 mg tablets. In February 2012, the Company and Merck filed lawsuits and requests for injunctions against Teva in the Netherlands, Germany and the U.K. for infringement of Merck's European Patent No. 0582455 and Supplementary Protection Certificates expiring in November 2013. As of April 2012, requests for injunctions have been granted in the U.K. and denied in the Netherlands and Germany. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

 

GENERAL COMMERCIAL LITIGATION

 

Clayworth Litigation

 

As previously disclosed, the Company, together with a number of other pharmaceutical manufacturers, was named as a defendant in an action filed in California Superior Court in Oakland, James Clayworth et al. v. Bristol-Myers Squibb Company, et al., alleging that the defendants conspired to fix the prices of pharmaceuticals by agreeing to charge more for their drugs in the U.S. than they charge outside the U.S., particularly Canada, and asserting claims under California's Cartwright Act and unfair competition law. The plaintiffs sought trebled monetary damages, injunctive relief and other relief. In December 2006, the Court granted the Company and the other manufacturers' motion for summary judgment based on the pass-on defense, and judgment was then entered in favor of defendants. In July 2008, judgment in favor of defendants was affirmed by the California Court of Appeals. In July 2010, the California Supreme Court reversed the California Court of Appeal's judgment and the matter was remanded to the California Superior Court for further proceedings. In March 2011, the defendants' motion for summary judgment was granted and judgment was entered in favor of the defendants. Plaintiffs have appealed this decision.

 

Remaining Apotex Matters Related to PLAVIX*

 

As previously disclosed, in November 2008, Apotex filed a lawsuit in New Jersey Superior Court entitled, Apotex Inc., et al. v. sanofi-aventis, et al., seeking payment of $60 million, plus interest, related to the break-up of a March 2006 proposed settlement agreement relating to the-then pending Plavix patent litigation against Apotex. In April 2011, the New Jersey Superior Court granted the Company's cross-motion for summary judgment motion and denied Apotex's motion for summary judgment. Apotex has appealed these decisions. It is not possible at this time to determine the outcome of any appeal from the New Jersey Superior Court's decisions.

 

In January 2011, Apotex filed a lawsuit in Florida State Court, Broward County, alleging breach of contract relating to the May 2006 proposed settlement agreement with Apotex relating to the then pending Plavix patent litigation. Discovery is ongoing.

 

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION AND INVESTIGATIONS

 

ABILIFY* Federal Subpoena

 

In January 2012, the Company received a subpoena from the United States Attorney's Office for the Southern District of New York requesting information related to, among other things, the sales and marketing of ABILIFY*. It is not possible at this time to assess the outcome of this matter or its potential impact on the Company.

 

ABILIFY* State Attorneys General Investigation

 

In March 2009, the Company received a letter from the Delaware Attorney General's Office advising of a multi-state coalition investigating whether certain ABILIFY* marketing practices violated those respective states' consumer protection statutes. It is not possible at this time to reasonably assess the outcome of this investigation or its potential impact on the Company.

 

ABILIFY* Co-Pay Assistance Litigation

 

In March 2012, the Company and its partner Otsuka were named as co-defendants in a private class action lawsuit filed by union health and welfare funds in the SDNY. Plaintiffs are challenging the legality of the ABILIFY* co-pay assistance program under the Federal Antitrust and the Racketeer Influenced and Corrupt Organizations laws, and seeking damages. It is not possible at this time to reasonably assess the outcome of this litigation or its potential impact on the Company.

 

AWP Litigation

 

As previously disclosed, the Company, together with a number of other pharmaceutical manufacturers, has been a defendant in a number of private class actions as well as suits brought by the attorneys general of various states. In these actions, plaintiffs allege that defendants caused the Average Wholesale Prices (AWPs) of their products to be inflated, thereby injuring government programs, entities and persons who reimbursed prescription drugs based on AWPs. The Company is a defendant in four state attorneys general suits pending in state courts around the country. Beginning in August 2010, the Company was the defendant in a trial in the Commonwealth Court of Pennsylvania (Commonwealth Court), brought by the Commonwealth of Pennsylvania. In September 2010, the jury issued a verdict for the Company, finding that the Company was not liable for fraudulent or negligent misrepresentation; however, the Commonwealth Court judge issued a decision on a Pennsylvania consumer protection claim that did not go to the jury, finding the Company liable for $28 million and enjoining the Company from contributing to the provision of inflated AWPs. The Company has moved to vacate the decision and the Commonwealth has moved for a judgment notwithstanding the verdict, which the Commonwealth Court denied. The Company and the Commonwealth have appealed the decision to the Pennsylvania Supreme Court. The Company is currently scheduled to proceed to trial in Mississippi in mid-2013.

 

Qui Tam Litigation

 

In March 2011, the Company was served with an unsealed qui tam complaint filed by three former sales representatives in California Superior Court, County of Los Angeles. The California Department of Insurance has elected to intervene in the lawsuit. The complaint alleges the Company paid kickbacks to California providers and pharmacies in violation of California Insurance Frauds Prevention Act, Cal. Ins. Code § 1871.7. It is not possible at this time to reasonably assess the outcome of this lawsuit or its impact on the Company.

 

PRODUCT LIABILITY LITIGATION

 

The Company is a party to various product liability lawsuits. As previously disclosed, in addition to lawsuits, the Company also faces unfiled claims involving its products.

 

PLAVIX*

 

As previously disclosed, the Company and certain affiliates of Sanofi are defendants in a number of individual lawsuits in various federal and state courts claiming personal injury damage allegedly sustained after using PLAVIX*. Currently, more than 1,000 claims are filed in state and Federal courts in various states including California, Illinois, New Jersey, New York, Ohio and Pennsylvania. The Company has also executed a tolling agreement with respect to unfiled claims by potential additional plaintiffs. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

 

REGLAN*

 

The Company is one of a number of defendants in numerous lawsuits, on behalf of approximately 2,500 plaintiffs, claiming personal injury allegedly sustained after using REGLAN* or another brand of the generic drug metoclopramide, a product indicated for gastroesophageal reflux and certain other gastrointestinal disorders. The Company, through its generic subsidiary, Apothecon, Inc., distributed metoclopramide tablets manufactured by another party between 1996 and 2000. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

 

Hormone Replacement Therapy

 

The Company is one of a number of defendants in a mass-tort litigation in which plaintiffs allege, among other things, that various hormone therapy products, including hormone therapy products formerly manufactured by the Company (ESTRACE*, Estradiol, DELESTROGEN* and OVCON*) cause breast cancer, stroke, blood clots, cardiac and other injuries in women, that the defendants were aware of these risks and failed to warn consumers. The Company has agreed to resolve the claims of approximately 400 plaintiffs. As of March 31, 2012, the Company remains a defendant in approximately 39 actively pending lawsuits in federal and state courts throughout the U.S. All of the Company's hormone therapy products were sold to other companies between January 2000 and August 2001.

 

ENVIRONMENTAL PROCEEDINGS

 

As previously reported, the Company is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), for certain costs of investigating and/or remediating contamination resulting from past industrial activity at the Company's current or former sites or at waste disposal or reprocessing facilities operated by third-parties.

 

CERCLA Matters

 

With respect to CERCLA matters for which the Company is responsible under various state, federal and foreign laws, the Company 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 the Company accrues liabilities when they are probable and reasonably estimable. The Company estimated its share of future costs for these sites to be $72 million at March 31, 2012, 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).

 

New Brunswick Facility – Environmental & Personal Injury Lawsuits

 

Since May 2008, over 250 lawsuits have been filed against the Company in New Jersey Superior Court by or on behalf of current and former residents of New Brunswick, New Jersey who live or have lived adjacent to the Company's New Brunswick facility. The complaints either allege various personal injuries damages resulting from alleged soil and groundwater contamination on their property stemming from historical operations at the New Brunswick facility, or are claims for medical monitoring. A portion of these complaints also assert claims for alleged property damage. In October 2008, the New Jersey Supreme Court granted Mass Tort status to these cases and transferred them to the New Jersey Superior Court in Atlantic County for centralized case management purposes. The Company intends to defend itself vigorously in this litigation. Discovery is ongoing. In October 2011, 50 additional cases were filed in New Jersey Superior Court and were successfully removed by the Company to United States District Court, District of New Jersey. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

 

North Brunswick Township Board of Education

 

As previously disclosed, in October 2003, the Company was contacted by counsel representing the North Brunswick, NJ Board of Education (BOE) regarding a site where waste materials from E.R. Squibb and Sons may have been disposed from the 1940's through the 1960's. Fill material containing industrial waste and heavy metals in excess of residential standards was discovered during an expansion project at the North Brunswick Township High School, as well as at a number of neighboring residential properties and adjacent public park areas. In January 2004, the New Jersey Department of Environmental Protection (NJDEP) sent the Company and others an information request letter about possible waste disposal at the site, to which the Company responded in March 2004. The BOE and the Township, as the current owners of the school property and the park, are conducting and jointly financing soil remediation work and ground water investigation work under a work plan approved by NJDEP, and have asked the Company to contribute to the cost. The Company is actively monitoring the clean-up project, including its costs. To date, neither the school board nor the Township has asserted any claim against the Company. Instead, the Company and the local entities have negotiated an agreement to attempt to resolve the matter by informal means, and avoid litigation. A central component of the agreement is the provision by the Company of interim funding to help defray cleanup costs and assure the work is not interrupted. The Company transmitted interim funding payments in December 2007 and November 2009. The parties commenced mediation in late 2008; however, those efforts were not successful and the parties moved to a binding allocation process. The parties are expected to conduct fact and expert discovery, followed by formal evidentiary hearings and written argument. Hearings likely will be scheduled for late 2012 or early 2013. In addition, in September 2009, the Township and BOE filed suits against several other parties alleged to have contributed waste materials to the site. The Company does not currently believe that it is responsible for any additional amounts beyond the two interim payments totaling $4 million already transmitted. Any additional possible loss is not expected to be material.

 

OTHER PROCEEDINGS

 

Italy Investigation

 

In July 2011, the Public Prosecutor in Florence, Italy (“Italian Prosecutor”) initiated a criminal investigation against the Company's subsidiary in Italy (“BMS Italy”). The allegations against the Company relate to alleged activities of a former employee who left the Company in the 1990s. The Italian Prosecutor has requested as an interim measure that a judicial administrator be appointed to temporarily run the operations of BMS Italy. This request is pending before the Florence Court. It is not possible at this time to assess the outcome of this investigation or its potential impact on the Company.

 

SEC Germany Investigation

 

As previously disclosed, in October 2006, the SEC informed the Company that it had begun a formal inquiry into the activities of certain of the Company's German pharmaceutical subsidiaries and its employees and/or agents.  The SEC's inquiry encompasses matters formerly under investigation by the German prosecutor in Munich, Germany, which have since been resolved. The Company understands the inquiry concerns potential violations of the Foreign Corrupt Practices Act (FCPA). The Company is cooperating with the SEC.

 

FCPA Investigation

 

In March, 2012, the Company received a subpoena from the SEC. The subpoena, issued in connection with an investigation under the FCPA, primarily relates to sales and marketing practices in various countries. The Company is cooperating with the government in its investigation of these matters.

BUSINESS SEGMENT INFORMATION (Tables)
  Three Months Ended March 31,
Dollars in Millions2012 2011
PLAVIX* (clopidogrel bisulfate)$ 1,693 $ 1,762
AVAPRO*/AVALIDE* (irbesartan/irbesartan-hydrchlorothiazide)  207   290
ABILIFY* (aripiprazole)  621   624
REYATAZ (atazanavir sulfate)  358   366
SUSTIVA (efavirenz) Franchise  386   343
BARACLUDE (entecavir)  325   275
ERBITUX* (cetuximab)  179   165
SPRYCEL (dasatinib)  231   172
YERVOY (ipilimumab)  154   -
ORENCIA (abatacept)  254   199
NULOJIX (belatacept)  1   -
ONGLYZA/KOMBIGLYZE (saxagliptin/saxagliptin and metformin)  161   81
Mature Products and All Other  681   734
 Net Sales$ 5,251 $ 5,011
 Three Months Ended March 31,
Dollars in Millions2012 2011
BioPharmaceuticals segment income$ 1,402 $ 1,288
      
Reconciling items:     
Provision for restructuring  (22)   (44)
Accelerated depreciation, asset impairment and other shutdown costs  -   (23)
Process standardization implementation costs  (8)   (4)
Litigation expense/(recoveries)  172   102
Upfront, milestone and other licensing payments  -   (88)
Intangible asset impairment  (96)   (15)
Other  (31)   (26)
Noncontrolling interest  610   577
Earnings before income taxes$ 2,027 $ 1,767
ALLIANCES AND COLLABORATIONS (Tables)
  Three Months Ended March 31,
Dollars in Millions2012  2011
Territory covering the Americas and Australia:     
 Net sales$ 1,817 $ 1,978
 Royalty expense  367   402
 Noncontrolling interestpre-tax  605   573
 Profit distributions to Sanofi  (609)   (599)
       
Territory covering Europe and Asia:     
 Equity in net income of affiliates  (60)   (86)
 Profit distributions to BMS  67   60
       
Other:     
 Net sales in Europe comarketing countries and other  83   74
 Amortization (income)/expense – irbesartan license fee  (8)   (8)
 Supply activities and development and opt-out royalty (income)/expense  (6)   14
       
  March 31, December 31,
Dollars in Millions2012 2011
Investment in affiliates – territory covering Europe and Asia$ 30 $ 37
Deferred income – irbesartan license fee  21   29
 Three Months Ended March 31,
Dollars in Millions2012 2011
Net sales$ 319 $ 379
Gross profit  138   168
Net income  122   140
 Three Months Ended March 31,
Dollars in Millions 2012  2011
ABILIFY* net sales, including amortization of extension payment$ 621 $ 624
Oncology Products collaboration fee expense  32   33
Royalty expense  17   16
Reimbursement of operating expenses to/(from) Otsuka  (24)   (22)
Amortization (income)/expense extension payment  16   16
Amortization (income)/expense – upfront, milestone and other licensing payments  2   2
      
 March 31, December 31,
Dollars in Millions2012 2011
Other assets - extension payment$ 203 $ 219
Other intangible assets - upfront, milestone and other licensing payments  3   5
 Three Months Ended March 31,
Dollars in Millions2012 2011
Net sales$ 179 $ 165
Distribution fees and royalty expense  74   69
Research and development expense reimbursement to Lilly – necitumumab   1   2
Amortization (income)/expense upfront, milestone and other licensing payments  10   10
Japan commercialization fee (income)/expense  (6)   (9)
      
 March 31, December 31,
Dollars in Millions2012 2011
Other intangible assets – upfront, milestone and other licensing payments$ 239 $ 249
  Three Months Ended March 31,
Dollars in Millions 2012 2011
Net sales $ 322 $ 271
Equity in net loss of affiliates   4   5
  Three Months Ended March 31,
Dollars in Millions2012 2011
Net sales$ 161 $ 81
Profit sharing expense  73   38
Commercialization expense reimbursements to/(from) AstraZeneca  (12)   (9)
Research and development expense reimbursements to/(from) AstraZeneca  4   14
Amortization (income)/expense upfront, milestone and other licensing payments  (10)   (8)
       
  March 31, December 31,
Dollars in Millions2012 2011
Deferred income upfront, milestone and other licensing payments     
 Saxagliptin$ 224 $ 230
 Dapagliflozin  138   142
 Three Months Ended March 31,
Dollars in Millions2012 2011
Commercialization expense reimbursement to/(from) Pfizer$ (5) $ (1)
Research and development reimbursements to/(from) Pfizer  2   (29)
Amortization (income)/expense – upfront, milestone and other licensing payments  (10)   (8)
      
 March 31, December 31,
Dollars in Millions2012 2011
Deferred income upfront, milestone and other licensing payments$ 424 $ 434
INHIBITEX, INC. ACQUISITION (Tables)
Schedule of Purchase Price Allocation [Table Text Block]
Purchase price: Dollars in Millions
Cash$2,539
   
Identifiable net assets:  
Cash 46
Marketable securities 17
In-process research and development (IPRD) 1,875
Accounts payable (23)
Accrued expenses (10)
Deferred income taxes (579)
Total identifiable net assets 1,326
   
Goodwill$1,213
RESTRUCTURING (Tables)
 Three Months Ended March 31,
Dollars in Millions2012 2011
Employee termination benefits$ 19 $ 43
Other exit costs  3   1
Provision for restructuring$ 22 $ 44
 Three Months Ended March 31,
Dollars in Millions2012 2011
Liability at January 1$ 77 $ 126
Charges  22   43
Changes in estimates  -   1
Provision for restructuring  22   44
Spending  (21)   (35)
Liability at March 31$ 78 $ 135
EARNINGS PER SHARE (Tables)
Schedule of Earnings Per Share Basic and Diluted [Table Text Block]
   Three Months Ended March 31,
Amounts in Millions, Except Per Share Data 2012 2011
Net Earnings Attributable to BMS $ 1,101 $ 986
Earnings attributable to unvested restricted shares   (1)   (2)
Net Earnings Attributable to BMS common shareholders $ 1,100 $ 984
        
Earnings per share - basic $ 0.65 $ 0.58
        
Weighted-average common shares outstanding - basic   1,687   1,702
Contingently convertible debt common stock equivalents   1   1
Incremental shares attributable to share-based compensation plans   18   11
Weighted-average common shares outstanding - diluted   1,706   1,714
        
Earnings per share - diluted $ 0.64 $ 0.57
        
Anti-dilutive weighted-average equivalent shares - stock incentive plans   7   43
FINANCIAL INSTRUMENTS (Tables)
      Gross Gross               
      Unrealized Unrealized            
      Gain in Loss in Gain/(Loss)         
   Amortized Accumulated Accumulated in Fair Fair Value
Dollars in Millions Cost OCI OCI Income Value  Level 1 Level 2 Level 3
March 31, 2012                        
Marketable Securities                        
 Certificates of Deposit $ 650 $ - $ - $ - $ 650 $ - $ 650 $ -
 Corporate Debt Securities   4,067   60   (5)   -   4,122   -   4,122   -
 Commercial Paper   952   -   -   -   952   -   952   -
 U.S. Treasury Securities   150   2   -   -   152   152   -   -
 FDIC Insured Debt Securities   301   1   -   -   302   -   302   -
 Equity Funds   50   -   -   5   55   -   55   -
 Fixed Income Funds   45   -   -   -   45   -   45   -
 ARS   9   1   -   -   10   -   -   10
 FRS   21   -   (2)   -   19   -   -   19
 Total Marketable Securities $ 6,245 $ 64 $ (7) $ 5 $ 6,307 $ 152 $ 6,126 $ 29
                          
December 31, 2011                        
Marketable Securities                        
 Certificates of Deposit $ 1,051 $ - $ - $ - $1,051 $ - $ 1,051 $ -
 Corporate Debt Securities   2,908   60   (3)   -  2,965   -   2,965   -
 Commercial Paper   1,035   -   -   -  1,035   -   1,035   -
 U.S. Treasury Securities   400   2   -   -  402   402   -   -
 FDIC Insured Debt Securities   302   1   -   -  303   -   303   -
 ARS   80   12   -   -  92   -   -   92
 FRS   21   -   (3)   -  18   -   -   18
 Total Marketable Securities $ 5,797 $ 75 $ (6) $ - $5,866 $ 402 $ 5,354 $ 110
 March 31, December 31,
Dollars in Millions2012 2011
Current Marketable Securities$2,722 $2,957
Non-current Marketable Securities 3,585  2,909
Total Marketable Securities$6,307 $5,866
 2012 2011
Fair value at January 1 $110 $110
Sales  (81)  0
Fair value at March 31 $29 $110
    March 31, 2012 December 31, 2011
      Fair Value   Fair Value
Dollars in MillionsBalance Sheet Location Notional (Level 2) Notional (Level 2)
Derivatives designated as hedging instruments:             
 Interest rate swap contracts Other assets $ 573 $ 115 $ 579 $ 135
 Foreign currency forward contracts Other assets   1,392   69   1,347   88
 Foreign currency forward contracts Accrued expenses   187   (3)   480   (29)
  March 31, December 31,
Dollars in Millions2012 2011
Principal Value$ 4,611 $ 4,669
Adjustments to Principal Value:     
 Fair value of interest rate swaps  115   135
 Unamortized basis adjustment from swap terminations  566   594
 Unamortized bond discounts  (22)   (22)
Total$ 5,270 $ 5,376
 Three Months Ended March 31,
Dollars in Millions2012 2011
Principal amount$80 $50
Repurchase price 109  54
Notional amount of interest rate swaps terminated 6  24
Swap termination proceeds 2  4
Total (gain)/loss 19  (8)
RECEIVABLES (Tables)
Schedule Of Receivables [Text Block]
 March 31, December 31,
Dollars in Millions2012 2011
Trade receivables$ 2,403 $ 2,397
Less allowances  (152)   (147)
Net trade receivables  2,251   2,250
Alliance partners receivables  939   1,081
Prepaid and refundable income taxes  244   256
Miscellaneous receivables  179   156
Receivables$ 3,613 $ 3,743
INVENTORIES (Tables)
Inventories [Text Block]
 March 31, December 31,
Dollars in Millions2012 2011
Finished goods$ 501 $ 478
Work in process  721   646
Raw and packaging materials  241   260
Inventories$ 1,463 $ 1,384
PROPERTY, PLANT AND EQUIPMENT (Tables)
Property, Plant and Equipment [Text Block]
 March 31, December 31,
Dollars in Millions2012 2011
Land$ 111 $ 137
Buildings  4,592   4,545
Machinery, equipment and fixtures  3,459   3,437
Construction in progress  283   262
Gross property, plant and equipment  8,445   8,381
Less accumulated depreciation  (3,933)   (3,860)
Property, plant and equipment$ 4,512 $ 4,521
GOODWILL (Tables)
Schedule of Goodwill [Table Text Block]
Dollars in Millions 
Balance at January 1, 2012$ 5,586
 Inhibitex acquisition (Note 4)  1,213
Balance at March 31, 2012$ 6,799
EQUITY (Tables)
      Capital in Excess        
 Common Stock of Par Value Retained Treasury Stock Noncontrolling
Dollars and Shares in MillionsShares Par Value   of Stock   Earnings Shares Cost Interest
Balance at January 1, 2011 2,205 $ 220 $ 3,682 $ 31,636  501 $ (17,454) $ (75)
Net earnings attributable to BMS -   -   -   986  -   -   -
Cash dividends declared -   -   -   (567)  -   -   -
Stock repurchase program -   -   -   -  5   (138)   -
Employee stock compensation plans -   -   (246)   -  (7)   293   -
Net earnings attributable to noncontrolling                  
interest -   -   -   -  -   -   577
Distributions -   -   -   -  -   -   (599)
Balance at March 31, 2011 2,205 $ 220 $ 3,436 $ 32,055  499 $ (17,299) $ (97)
                   
Balance at January 1, 2012 2,205 $ 220 $ 3,114 $ 33,069  515 $ (17,402) $ (89)
Net earnings attributable to BMS -   -   -   1,101  -   -   -
Cash dividends declared -   -   -   (575)  -   -   -
Stock repurchase program -   -   -   -  10   (323)   -
Employee stock compensation plans 1   1   (289)   -  (8)   439   -
Net earnings attributable to noncontrolling                  
interest -   -   -   -  -   -   607
Distributions -   -   -   -  -   -   (609)
Balance at March 31, 2012 2,206 $ 221 $ 2,825 $ 33,595  517 $ (17,286) $ (91)
 Foreign Derivatives  Pension and Other Available Accumulated Other
 Currency Qualifying as Postretirement for Comprehensive
Dollars in Millions    Translation    Effective Hedges    Benefits    Sale Securities Income/(Loss)
Balance at January 1, 2011$ (222) $ (20) $ (2,163) $ 34 $ (2,371)
Other comprehensive income/(loss)  (40)   (25)   19   3   (43)
Balance at March 31, 2011$ (262) $ (45) $ (2,144) $ 37 $ (2,414)
               
Balance at January 1, 2012$ (238) $ 36 $ (2,905) $ 62 $ (3,045)
Other comprehensive income/(loss)  3   (1)   38   (13)   27
Balance at March 31, 2012$ (235) $ 35 $ (2,867) $ 49 $ (3,018)
PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables)
Schedule of Defined Benefit Plans Disclosures [Text Block]
 Three Months Ended March 31,
                    Pension Benefits                                       Other Benefits                   
Dollars in Millions2012 2011 2012 2011
Service cost — benefits earned during the year$ 10 $ 10 $ 2 $ 2
Interest cost on projected benefit obligation  79   84   6   7
Expected return on plan assets  (126)   (115)   (6)   (7)
Amortization of prior service cost/(benefit)  -   -   (1)   (1)
Amortization of net actuarial loss  33   28   3   2
Curtailments  -   (1)   -   -
Settlements  -   (2)   -   -
Net periodic benefit cost$ (4) $ 4 $ 4 $ 3
EMPLOYEE STOCK BENEFIT PLANS (Tables)
 Three Months Ended March 31,
Dollars in Millions2012 2011
Stock options$ 3 $ 6
Restricted stock  19   18
Market share units  6   6
Long-term performance awards  14   8
Total stock-based compensation expense$ 42 $ 38
      
Deferred tax benefit related to stock-based compensation expense$ 14 $ 13
          Long-Term
 Stock Restricted Market Performance
Dollars in MillionsOptions Stock Share Units Awards
Unrecognized compensation cost$9 $202 $54 $68
Expected weighted-average period in years of compensation cost to be recognized 0.9  3.1  3.4  1.6
BUSINESS SEGMENT INFORMATION (Net Sales of Key Products) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Segment Reporting Information [Line Items]
 
 
Net sales
$ 5,251 
$ 5,011 
PLAVIX [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
1,693 
1,762 
AVAPRO AVALIDE [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
207 
290 
ABILIFY [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
621 
624 
REYATAZ [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
358 
366 
SUSTIVA Franchise [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
386 
343 
BARACLUDE [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
325 
275 
ERBITUX [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
179 
165 
SPRYCEL [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
231 
172 
YERVOY [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
154 
 
ORENCIA [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
254 
199 
NULOJIX [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
 
ONGLYZA KOMBIGLYZE [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
161 
81 
Mature Products And All Other [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
$ 681 
$ 734 
BUSINESS SEGMENT INFORMATION (Reconciliation to earnings before income taxes) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items]
 
 
BioPhamaceuticals segment income
$ 1,402 
$ 1,288 
Provision for restructuring
22 
44 
Earnings Before Income Taxes
2,027 
1,767 
Significant Reconciling Items [Member]
 
 
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items]
 
 
Provision for restructuring
(22)
(44)
Accelerated depreciation, asset impairment, and other shutdown costs
 
(23)
Process standardization implementation costs
(8)
(4)
Litigation expense/(recoveries)
172 
102 
Upfront, milestone, and other licensing payments
 
(88)
Intangible asset impairment
(96)
(15)
Other
(31)
(26)
Noncontrolling interest
$ 610 
$ 577 
ALLIANCES AND COLLABORATIONS (Sanofi) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Alliances and Collaborations Statement [Line Items]
 
 
 
Net sales
$ 5,251 
$ 5,011 
 
Profit distributions to Sanofi
(609)
(599)
 
Equity in net income of affiliates
(57)
(82)
 
Other (income)/expense
23 
(138)
 
AVAPRO AVALIDE [Member]
 
 
 
Alliances and Collaborations Statement [Line Items]
 
 
 
Net sales
207 
290 
 
Sanofi [Member] |
AVAPRO, AVALIDE, and PLAVIX [Member] |
Supply Activities And Development And Opt Out Royalties [Member]
 
 
 
Alliances and Collaborations Statement [Line Items]
 
 
 
Other (income)/expense
(6)
14 
 
Sanofi [Member] |
Territory Covering Americas and Australia [Member] |
AVAPRO, AVALIDE, and PLAVIX [Member]
 
 
 
Alliances and Collaborations Statement [Line Items]
 
 
 
Controlling interest ownership percentage
50.10% 
 
 
Noncontrolling interest ownership percentage
49.90% 
 
 
Net sales
1,817 
1,978 
 
Royalty expense
367 
402 
 
Noncontrolling interest - pre-tax
605 
573 
 
Profit distributions to Sanofi
(609)
(599)
 
Sanofi [Member] |
Europe Comarketing Countries and Other [Member] |
AVAPRO, AVALIDE, and PLAVIX [Member]
 
 
 
Alliances and Collaborations Statement [Line Items]
 
 
 
Net sales
83 
74 
 
Sanofi [Member] |
Territory Covering Europe and Asia [Member] |
AVAPRO, AVALIDE, and PLAVIX [Member]
 
 
 
Alliances and Collaborations Statement [Line Items]
 
 
 
Controlling interest ownership percentage
50.10% 
 
 
Equity method investment ownership percentage
49.90% 
 
 
Equity in net income of affiliates
(60)
(86)
 
Profit distributions to BMS
67 
60 
 
Investment in affiliates
30 
 
37 
Net sales
319 
379 
 
Gross profit
138 
168 
 
Net income
122 
140 
 
Sanofi [Member] |
United States [Member] |
AVAPRO AVALIDE [Member] |
License Fee [Member]
 
 
 
Alliances and Collaborations Statement [Line Items]
 
 
 
Payment to the Company for an interest in a license
350 
 
 
Amortization income - upfront, milestone and other licensing payments
(8)
(8)
 
Deferred income
$ 21 
 
$ 29 
ALLIANCES AND COLLABORATIONS (Otsuka) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Mar. 31, 2012
ABILIFY [Member]
Mar. 31, 2011
ABILIFY [Member]
Mar. 31, 2012
Otsuka [Member]
ABILIFY [Member]
Mar. 31, 2011
Otsuka [Member]
ABILIFY [Member]
Mar. 31, 2012
Otsuka [Member]
ABILIFY [Member]
Extension payment [Member]
Mar. 31, 2011
Otsuka [Member]
ABILIFY [Member]
Extension payment [Member]
Dec. 31, 2011
Otsuka [Member]
ABILIFY [Member]
Extension payment [Member]
Apr. 30, 2009
Otsuka [Member]
ABILIFY [Member]
Extension payment [Member]
Mar. 31, 2012
Otsuka [Member]
ABILIFY [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2011
Otsuka [Member]
ABILIFY [Member]
Upfront, milestone and other licensing payments [Member]
Dec. 31, 2011
Otsuka [Member]
ABILIFY [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2012
Otsuka [Member]
ABILIFY, SPRYCEL and IXEMPRA [Member]
Mar. 31, 2011
Otsuka [Member]
ABILIFY, SPRYCEL and IXEMPRA [Member]
Mar. 31, 2012
Otsuka [Member]
United States [Member]
ABILIFY [Member]
Mar. 31, 2011
Otsuka [Member]
United States [Member]
ABILIFY [Member]
Dec. 31, 2012
Otsuka [Member]
United States [Member]
ABILIFY [Member]
Dec. 31, 2011
Otsuka [Member]
United States [Member]
ABILIFY [Member]
Dec. 31, 2012
Otsuka [Member]
France, Germany, Spain, and United Kingdom [Member]
ABILIFY [Member]
Mar. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Mar. 31, 2011
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Dec. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Operating expense up to $175 million [Member]
Dec. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Operating expenses over $175 million [Member]
Mar. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Annual net sales up to $400 million [Member]
Dec. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Annual net sales up to $400 million [Member]
Mar. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Annual net sales between $400 and $600 million [Member]
Dec. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Annual net sales between $400 and $600 million [Member]
Mar. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Annual net sales between $600 and $800 million [Member]
Dec. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Annual net sales between $600 and $800 million [Member]
Mar. 31, 2012
Otsuka [Member]
Oncology Territory [Member]
SPRYCEL and IXEMPRA [Member]
Annual net sales over $800 million [Member]
Alliances and Collaborations Statement [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of net sales recognized from collaboration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51.50% 
53.50% 
65.00% 
 
 
 
 
 
 
 
 
 
 
 
Percentage of operating expense reimbursements from collaboration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30.00% 
 
 
 
 
20.00% 
1.00% 
 
 
 
 
 
 
 
Payment to extend term of commercialization agreement
 
 
 
 
 
 
 
 
 
 
$ 400 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of net sales payable to collaboration partner
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.50% 
 
 
 
 
 
 
 
30.00% 
 
5.00% 
 
3.00% 
 
Range of sales at which a given percentage will be paid to collaboration partner - maximum
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400 
 
600 
 
800 
 
 
Range of sales at which a given percentage will be paid to collaboration partner - minimum
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400 
 
600 
 
800 
Amount of operating expense at or below which collaboration partner will reimburse given percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
175 
 
 
 
 
 
 
 
 
Amount of operating expense over which collaboration partner will reimburse given percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
175 
 
 
 
 
 
 
 
ABILIFY* net sales, including amortization of extension payment
5,251 
5,011 
 
621 
624 
621 
624 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Oncology Products collaboration fee expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32 
33 
 
 
 
 
 
 
 
 
 
Reimbursement of operating expenses to/(from) Otsuka
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(24)
(22)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization (income)/expense - extension payment
 
 
 
 
 
 
 
16 
16 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization expense - upfront, milestone and other licensing payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets - extension payment
823 
 
824 
 
 
 
 
203 
 
219 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other intangible assets - upfront, milestone and other licensing payments
4,816 
 
3,124 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Royalty expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 17 
$ 16 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLIANCES AND COLLABORATIONS (Lilly) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Mar. 31, 2012
ERBITUX [Member]
Mar. 31, 2011
ERBITUX [Member]
Mar. 31, 2012
Lilly [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2011
Lilly [Member]
Upfront, milestone and other licensing payments [Member]
Dec. 31, 2011
Lilly [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2012
Lilly [Member]
ERBITUX [Member]
Mar. 31, 2011
Lilly [Member]
ERBITUX [Member]
Mar. 31, 2012
Lilly [Member]
ERBITUX [Member]
North America [Member]
Mar. 31, 2011
Lilly [Member]
ERBITUX [Member]
North America [Member]
Mar. 31, 2012
Lilly [Member]
necitumumab [Member]
Mar. 31, 2011
Lilly [Member]
necitumumab [Member]
Mar. 31, 2012
Lilly [Member]
necitumumab [Member]
Development Costs For United States Studies [Member]
Mar. 31, 2012
Lilly [Member]
necitumumab [Member]
Development Costs For Global Studies [Member]
Dec. 31, 2012
Lilly [Member]
necitumumab [Member]
Development Costs For Japan Studies [Member]
Mar. 31, 2012
Lilly [Member]
ERBITUX And Necitumumab [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2012
Lilly and Merck KGaA [Member]
ERBITUX [Member]
Japan [Member]
Mar. 31, 2012
Lilly and Merck KGaA [Member]
ERBITUX [Member]
Japan [Member]
Commercialization fee [Member]
Mar. 31, 2011
Lilly and Merck KGaA [Member]
ERBITUX [Member]
Japan [Member]
Commercialization fee [Member]
Alliances and Collaborations Statement [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution fee, percentage of net sales
 
 
 
 
 
 
 
 
 
 
39.00% 
 
 
 
 
 
 
 
 
 
 
Percentage share of pre-tax profit/loss received from the net sales of a collaboration partner to be shared further equally with another collaboration partner.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
 
Funding of development costs, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55.00% 
27.50% 
50.00% 
 
 
 
 
Total upfront licensing and milestone payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 500 
 
 
 
Net sales
5,251 
5,011 
 
179 
165 
 
 
 
179 
165 
 
 
 
 
 
 
 
 
 
 
 
Distribution fees and royalty expense
 
 
 
 
 
 
 
 
 
 
74 
69 
 
 
 
 
 
 
 
 
 
Research and development reimbursements to/(from) collaboration partner
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization expense - upfront, milestone and other licensing payments
 
 
 
 
 
10 
10 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (income)/expense
23 
(138)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(6)
(9)
Other intangible assets - upfront, milestone and other licensing payments
$ 4,816 
 
$ 3,124 
 
 
$ 239 
 
$ 249 
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLIANCES AND COLLABORATIONS (Gilead) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Alliances and Collaborations Statement [Line Items]
 
 
Net sales
$ 5,251 
$ 5,011 
Equity in net loss of affiliates
57 
82 
Gilead [Member] |
Bulk efavirenz component of ATRIPLA [Member]
 
 
Alliances and Collaborations Statement [Line Items]
 
 
Net sales
322 
271 
Equity in net loss of affiliates
$ 4 
$ 5 
ALLIANCES AND COLLABORATIONS (AstraZeneca) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Mar. 31, 2012
ONGLYZA KOMBIGLYZE [Member]
Mar. 31, 2011
ONGLYZA KOMBIGLYZE [Member]
Mar. 31, 2012
AstraZeneca [Member]
ONGLYZA KOMBIGLYZE [Member]
Mar. 31, 2011
AstraZeneca [Member]
ONGLYZA KOMBIGLYZE [Member]
Mar. 31, 2012
AstraZeneca [Member]
ONGLYZA KOMBIGLYZE [Member]
Upfront, milestone and other licensing payments [Member]
Dec. 31, 2011
AstraZeneca [Member]
ONGLYZA KOMBIGLYZE [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2012
AstraZeneca [Member]
dapagliflozin [Member]
Upfront, milestone and other licensing payments [Member]
Dec. 31, 2011
AstraZeneca [Member]
dapagliflozin [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2012
AstraZeneca [Member]
ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]
Mar. 31, 2011
AstraZeneca [Member]
ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]
Mar. 31, 2012
AstraZeneca [Member]
ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]
Upfront, milestone and other licensing payments [Member]
Mar. 31, 2011
AstraZeneca [Member]
ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]
Upfront, milestone and other licensing payments [Member]
Alliances and Collaborations Statement [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total upfront, milestone and other licensing payments
 
 
 
 
 
 
$ 300 
 
$ 170 
 
 
 
 
 
Net sales
5,251 
5,011 
161 
81 
161 
81 
 
 
 
 
 
 
 
 
Profit sharing expense
 
 
 
 
73 
38 
 
 
 
 
 
 
 
 
Commercialization expense reimbursements to/(from) AstraZeneca
 
 
 
 
(12)
(9)
 
 
 
 
 
 
 
 
Research and development reimbursements to/(from) collaboration partner
 
 
 
 
 
 
 
 
 
 
14 
 
 
Amortization income - upfront, milestone and other licensing payments
 
 
 
 
 
 
 
 
 
 
 
 
(10)
(8)
Deferred income
 
 
 
 
 
 
$ 224 
$ 230 
$ 138 
$ 142 
 
 
 
 
ALLIANCES AND COLLABORATIONS (Pfizer) (Details) (Pfizer [Member], ELIQUIS [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Alliances and Collaborations Statement [Line Items]
 
 
 
Percentage reimbursement of development costs from collaboration partner
60.00% 
 
 
Commercialization expense reimbursements to/(from) Pfizer
$ (5)
$ (1)
 
Research and development reimbursements to/(from) collaboration partner
(29)
 
Upfront, milestone and other licensing payments [Member]
 
 
 
Alliances and Collaborations Statement [Line Items]
 
 
 
Total upfront, milestone and other licensing payments
559 
 
 
Amortization income - upfront, milestone and other licensing payments
(10)
(8)
 
Deferred income
$ 424 
 
$ 434 
INHIBITEX, INC. ACQUISITION (Details) (Inhibitex, Inc. [Member], USD $)
In Millions, unless otherwise specified
Mar. 31, 2012
Acquisition [Line Items]
 
Purchase price paid in cash
$ 2,539 
Acquisition costs
12 
Purchase price allocation - Cash
46 
Purchase price allocation - Marketable securities
17 
Purchase price allocation - In-process research and development
1,875 
Purchase price allocation - Accounts payable
(23)
Purchase price allocation - Accrued expenses
(10)
Purchase price allocation - Deferred tax liabilities
(579)
Purchase price allocation - Total identifiable net assets
1,326 
Purchase price allocation - Goodwill
1,213 
INX189 [Member]
 
Acquisition [Line Items]
 
Purchase price allocation - In-process research and development
$ 1,800,000,000 
Probability To Regulatory Success Rate utilized
38.00% 
In-process research and development valuation discount rate
12.00% 
RESTRUCTURING (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Restructuring Charges [Abstract]
 
 
Workforce reduction of manufacturing, selling, administrative, and research and development personnel
120 
435 
Employee termination benefits
$ 19 
$ 43 
Other exit costs
Provision for restructuring
22 
44 
Liability at January 1
77 
126 
Charges
22 
43 
Change in estimates
 
Spending
(21)
(35)
Liability at March 31
$ 78 
$ 135 
INCOME TAXES (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Income Tax Disclosure [Abstract]
 
 
Effective income tax rate
26.90% 
22.60% 
U.S statutory income tax rate
35.00% 
 
Tax benefits from contingent tax matters primarily related to the settlement and remeasurement of uncertain tax positions
$ 3 
$ 83 
Minimum estimated decrease in total amount of unrecognized tax benefits
65 
 
Maximum estimated decrease in total amount of unrecognized tax benefits
$ 95 
 
EARNINGS PER SHARE (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Earnings Per Share [Abstract]
 
 
Net Earnings Attributable to BMS
$ 1,101 
$ 986 
Earnings attributable to unvested restricted shares
(1)
(2)
Net Earnings Attributable to BMS common shareholders
$ 1,100 
$ 984 
Earnings per share - basic
$ 0.65 
$ 0.58 
Weighted-average common shares outstanding - basic
1,687 
1,702 
Contingently convertible debt common stock equivalents
Incremental shares attributable to share-based compensation plans
18 
11 
Weighted-average common shares outstanding - diluted
1,706 
1,714 
Earnings per share - diluted
$ 0.64 
$ 0.57 
Anti-dilutive weighted-average equivalent shares - stock incentive plans
43 
FINANCIAL INSTRUMENTS (Marketable Securities) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Dec. 31, 2011
Mar. 31, 2011
Dec. 31, 2010
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
$ 6,245 
$ 5,797 
 
 
Marketable Securities, Unrealized Gain in Accumulated OCI
64 
75 
 
 
Marketable Securities, Unrealized Loss in Accumulated OCI
(7)
(6)
 
 
Gain/(Loss) in Income
 
 
 
Marketable Securities, Fair Value
6,307 
5,866 
 
 
Cash Equivalents, Fair Value
1,974 
5,469 
 
 
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
 
 
Fair value at January 1
110 
 
110 
110 
Sales
(81)
 
 
 
Fair value at March 31
29 
 
110 
110 
Certificates of Deposit [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
650 
1,051 
 
 
Marketable Securities, Fair Value
650 
1,051 
 
 
Corporate Debt Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
4,067 
2,908 
 
 
Marketable Securities, Unrealized Gain in Accumulated OCI
60 
60 
 
 
Marketable Securities, Unrealized Loss in Accumulated OCI
(5)
(3)
 
 
Marketable Securities, Fair Value
4,122 
2,965 
 
 
Commercial Paper [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
952 
1,035 
 
 
Marketable Securities, Fair Value
952 
1,035 
 
 
US Treasury Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
150 
400 
 
 
Marketable Securities, Unrealized Gain in Accumulated OCI
 
 
Marketable Securities, Fair Value
152 
402 
 
 
FDIC insured debt securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
301 
302 
 
 
Marketable Securities, Unrealized Gain in Accumulated OCI
 
 
Marketable Securities, Fair Value
302 
303 
 
 
Equity Funds [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
50 
 
 
 
Gain/(Loss) in Income
 
 
 
Marketable Securities, Fair Value
55 
 
 
 
Fixed Income Funds [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
45 
 
 
 
Marketable Securities, Fair Value
45 
 
 
 
Auction Rate Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
80 
 
 
Marketable Securities, Unrealized Gain in Accumulated OCI
12 
 
 
Marketable Securities, Fair Value
10 
92 
 
 
Floating Rate Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Amortized Cost
21 
21 
 
 
Marketable Securities, Unrealized Loss in Accumulated OCI
(2)
(3)
 
 
Marketable Securities, Fair Value
19 
18 
 
 
Corporate Debt Securities And Floating Rate Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Available For Sale Securities Maturities After One Through Five Years, Fair Value
3,571 
 
 
 
Fair Value Level 1 [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
152 
402 
 
 
Fair Value Level 1 [Member] |
US Treasury Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
152 
402 
 
 
Fair Value Level 2 [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
6,126 
5,354 
 
 
Fair Value Level 2 [Member] |
Certificates of Deposit [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
650 
1,051 
 
 
Fair Value Level 2 [Member] |
Corporate Debt Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
4,122 
2,965 
 
 
Fair Value Level 2 [Member] |
Commercial Paper [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
952 
1,035 
 
 
Fair Value Level 2 [Member] |
FDIC insured debt securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
302 
303 
 
 
Fair Value Level 2 [Member] |
Equity Funds [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
55 
 
 
 
Fair Value Level 2 [Member] |
Fixed Income Funds [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
45 
 
 
 
Fair Value Level 3 [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
29 
110 
 
 
Fair Value Level 3 [Member] |
Auction Rate Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
10 
92 
 
 
Fair Value Level 3 [Member] |
Floating Rate Securities [Member]
 
 
 
 
Marketable Securities [Line Items]
 
 
 
 
Marketable Securities, Fair Value
$ 19 
$ 18 
 
 
FINANCIAL INSTRUMENTS (Derivatives and Hedging) (Details)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
USD ($)
Mar. 31, 2011
USD ($)
Mar. 31, 2012
EUR (€)
Dec. 31, 2011
USD ($)
Mar. 31, 2012
Euro [Member]
USD ($)
Mar. 31, 2012
Japanese Yen [Member]
USD ($)
Mar. 31, 2012
Interest Rate Swap Derivatives [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
USD ($)
Dec. 31, 2011
Interest Rate Swap Derivatives [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
USD ($)
Mar. 31, 2012
Interest Rate Swap Derivatives [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
Fair Value Level 2 [Member]
USD ($)
Dec. 31, 2011
Interest Rate Swap Derivatives [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
Fair Value Level 2 [Member]
USD ($)
Mar. 31, 2012
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
USD ($)
Dec. 31, 2011
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
USD ($)
Mar. 31, 2012
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
Fair Value Level 2 [Member]
USD ($)
Dec. 31, 2011
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Other assets [Member]
Fair Value Level 2 [Member]
USD ($)
Mar. 31, 2012
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Accrued expenses [Member]
USD ($)
Dec. 31, 2011
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Accrued expenses [Member]
USD ($)
Mar. 31, 2012
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Accrued expenses [Member]
Fair Value Level 2 [Member]
USD ($)
Dec. 31, 2011
Foreign Currency Forward Contracts [Member]
Designated As Hedging Instrument [Member]
Accrued expenses [Member]
Fair Value Level 2 [Member]
USD ($)
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivatives
 
 
 
 
 
 
$ 573 
$ 579 
 
 
$ 1,392 
$ 1,347 
 
 
$ 187 
$ 480 
 
 
Total derivatives at fair value, assets
 
 
 
 
 
 
 
 
115 
135 
 
 
69 
88 
 
 
 
 
Total derivatives at fair value, liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3)
(29)
Extinguishment Of Debt Disclosures [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extinguishment of Debt, Principal Value
80 
50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extinguishment of Debt, Repurchase Price
109 
54 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extinguishment of Debt, Notional amount of interest rate swaps terminated
24 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extinguishment of Debt, Swap Termination Proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extinguishment of Debt, Total (gain)/loss
19 
(8)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives and Hedging [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period, in years, of reclassification to earnings, cash flow hedges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency forward contract cash flow hedges, net deferred gain to be reclassified during next 12 months
49 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The period, in days, after a forecasted transaction after which cash flow hedge accounting is discontinued
60 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of nonderivative non-U.S. dollar borrowings designated as net investment hedges
718 
 
541 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal value
4,611 
 
 
4,669 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustments to Principal Value, Fair value of interest rate swaps
115 
 
 
135 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustments to Principal Value, Unamortized basis adjustment from swap terminations
566 
 
 
594 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustments to Principal Value, Unamortized bond discounts
(22)
 
 
(22)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Long-term debt
5,270 
 
 
5,376 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Significant foreign currency forward contracts, notional amount
 
 
 
 
793 
490 
 
 
 
 
 
 
 
 
 
 
 
 
Interest payments
$ 33 
$ 31 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RECEIVABLES (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
Trade receivables
$ 2,403 
 
$ 2,397 
Less allowances
(152)
 
(147)
Net trade receivables
2,251 
 
2,250 
Alliance partners receivables
939 
 
1,081 
Prepaid and refundable income taxes
244 
 
256 
Miscellaneous receivables
179 
 
156 
Receivables
3,613 
 
3,743 
Reduction in alliance partner receivables and deferred income
1,073 
 
901 
Receivables sold on a nonrecourse basis
$ 213 
$ 246 
 
Percent of aggregate total trade receivables due from three pharmaceutical wholesalers
54.00% 
 
55.00% 
The number of the largest pharmaceutical wholesalers in the U.S.
 
 
INVENTORIES (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Inventories [Abstract]
 
 
Finished goods
$ 501 
$ 478 
Work in process
721 
646 
Raw and packaging materials
241 
260 
Inventories
1,463 
1,384 
Inventories expected to remain on-hand beyond one year and included in non-current other assets
330 
260 
Amount of non-current inventories unable to be sold pending regulatory approval
$ 126 
 
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Property Plant And Equipment [Line Items]
 
 
Gross property, plant and equipment
$ 8,445 
$ 8,381 
Less accumulated depreciation
(3,933)
(3,860)
Property, plant and equipment
4,512 
4,521 
Land [Member]
 
 
Property Plant And Equipment [Line Items]
 
 
Gross property, plant and equipment
111 
137 
Buildings [Member]
 
 
Property Plant And Equipment [Line Items]
 
 
Gross property, plant and equipment
4,592 
4,545 
Machinery, equipment and fixtures [Member]
 
 
Property Plant And Equipment [Line Items]
 
 
Gross property, plant and equipment
3,459 
3,437 
Construction in progress [Member]
 
 
Property Plant And Equipment [Line Items]
 
 
Gross property, plant and equipment
$ 283 
$ 262 
GOODWILL (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2011
Mar. 31, 2012
Dec. 31, 2011
Goodwill [Line Items]
 
 
 
Goodwill, Balance at January 1, 2012
 
$ 6,799 
$ 5,586 
Inhibitex acquisition (Note 4)
1,213 
 
 
Goodwill, Balance at March 31, 2012
 
$ 6,799 
$ 5,586 
EQUITY (Changes in Equity) (Details) (USD $)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Equity [Abstract]
 
 
Common Stock, Shares Issued, Balance at January 1,
2,205,000,000 
2,205,000,000 
Common Stock, Shares Issued, Balance at March 31,
2,206,000,000 
2,205,000,000 
Common Stock, Value, Issued, Balance at January 1,
$ 220,000,000 
$ 220,000,000 
Common Stock, Value, Issued, Balance at March 31,
221,000,000 
220,000,000 
Capital in Excess of Par Value of Stock, Balance at January 1,
3,114,000,000 
3,682,000,000 
Employee stock compensation plans, Capital in Excess of Par Value of Stock
(289,000,000)
(246,000,000)
Capital in Excess of Par Value of Stock, Balance at March 31,
2,825,000,000 
3,436,000,000 
Retained Earnings, Balance at January 1,
33,069,000,000 
31,636,000,000 
Net earnings attributable to Bristol-Myers Squibb Company
1,101,000,000 
986,000,000 
Cash dividends declared
(575,000,000)
(567,000,000)
Retained Earnings, Balance at March 31,
33,595,000,000 
32,055,000,000 
Treasury Stock, Shares, Balance at January 1,
515,000,000 
501,000,000 
Stock repurchase program, Treasury Stock
10,000,000 
5,000,000 
Treasury Stock, Shares, Balance at March 31,
517,000,000 
499,000,000 
Cost of Treasury Stock, Balance at January 1,
(17,402,000,000)
(17,454,000,000)
Stock repurchase program, Cost of Treasury Stock
(323,000,000)
(138,000,000)
Cost of Treasury Stock, Balance at March 31,
(17,286,000,000)
(17,299,000,000)
Noncontrolling interest, Balance at January 1,
(89,000,000)
(75,000,000)
Net earnings attributable to noncontrolling interest
607,000,000 
577,000,000 
Distributions
(609,000,000)
(599,000,000)
Noncontrolling interest, Balance at March 31,
(91,000,000)
(97,000,000)
Authorization to repurchase common stock value
3,000,000,000 
 
Net earnings attributable to noncontrolling interest, tax
229,000,000 
196,000,000 
Common Stock [Member]
 
 
Equity [Line Items]
 
 
Employee stock compensation plans, Cost
1,000,000 
 
Employee stock compensation plans, Shares
1,000,000 
 
Treasury Stock [Member]
 
 
Equity [Line Items]
 
 
Employee stock compensation plans, Cost
$ 439,000,000 
$ 293,000,000 
Employee stock compensation plans, Shares
(8,000,000)
(7,000,000)
PENSION AND POSTRETIREMENT BENEFIT PLANS (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2012
Pension Benefits [Member]
Mar. 31, 2011
Pension Benefits [Member]
Mar. 31, 2012
Other Benefits [Member]
Mar. 31, 2011
Other Benefits [Member]
Mar. 31, 2012
United States Pension Plans [Member]
Dec. 31, 2012
United States Pension Plans [Member]
Mar. 31, 2012
International Pension Plans [Member]
Dec. 31, 2012
International Pension Plans [Member]
Mar. 31, 2012
United States Defined Contribution Plans [Member]
Mar. 31, 2011
United States Defined Contribution Plans [Member]
Service cost - benefits earned during the period
$ 10 
$ 10 
$ 2 
$ 2 
 
 
 
 
 
 
Interest cost on projected benefit obligation
79 
84 
 
 
 
 
 
 
Expected return on plan assets
(126)
(115)
(6)
(7)
 
 
 
 
 
 
Amortization of prior service cost/(benefit)
 
 
(1)
(1)
 
 
 
 
 
 
Amortization of net actuarial loss
33 
28 
 
 
 
 
 
 
Curtailments
 
(1)
 
 
 
 
 
 
 
 
Settlements
 
(2)
 
 
 
 
 
 
 
 
Net periodic benefit cost
(4)
 
 
 
 
 
 
Expected contributions to pension plans
 
 
 
 
 
340 
 
 
 
 
Contributions to pension plan
 
 
 
 
307 
 
32 
 
 
 
Expected pension plan contributions range, minimum
 
 
 
 
 
 
 
75 
 
 
Expected pension plan contributions range, maximum
 
 
 
 
 
 
 
90 
 
 
Defined contribution plan expense
 
 
 
 
 
 
 
 
$ 48 
$ 39 
EMPLOYEE STOCK BENEFIT PLANS (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Total stock-based compensation expense
$ 42 
$ 38 
Deferred tax benefit related to stock-based compensation expense
14 
13 
Stock Options [Member]
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Total stock-based compensation expense
Unrecognized compensation cost
 
Share based compensation awards, vesting period in years
0.9 
 
Restricted Stock [Member]
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Total stock-based compensation expense
19 
18 
Number of shares granted
2.8 
 
Weighted average grant date fair value of grants during the period
$ 32.60 
 
Vesting period of stock-based compensation award, in years
 
Unrecognized compensation cost
202 
 
Share based compensation awards, vesting period in years
3.1 
 
Market share units [Member]
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Total stock-based compensation expense
Number of shares granted
1.1 
 
Weighted average grant date fair value of grants during the period
$ 31.85 
 
Vesting period of stock-based compensation award, in years
 
Unrecognized compensation cost
54 
 
Share based compensation awards, vesting period in years
3.4 
 
Long term performance awards [Member]
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Total stock-based compensation expense
14 
Number of shares granted
1.7 
 
Weighted average grant date fair value of grants during the period
$ 32.33 
 
Vesting period of stock-based compensation award, in years
 
Unrecognized compensation cost
$ 68 
 
Share based compensation awards, vesting period in years
1.6 
 
LEGAL PROCEEDINGS AND CONTINGENCIES (Details) (USD $)
In Millions, unless otherwise specified
1 Months Ended 3 Months Ended
Nov. 30, 2008
Plavix Intellectual Property Litigation [Member]
Mar. 31, 2012
AWP Litigation [Member]
Sep. 30, 2010
AWP Litigation [Member]
Mar. 31, 2012
Qui Tam Litigation [Member]
Mar. 31, 2012
Plavix Product Liability Litiagtion [Member]
Mar. 31, 2012
Environmental Proceedings New Brunswick [Member]
Oct. 30, 2011
Environmental Proceedings New Brunswick [Member]
Mar. 31, 2012
Hormone Replacement Therapy Product Liability [Member]
Mar. 31, 2012
Cercla Matters [Member]
Mar. 31, 2012
Reglan Product Liability [Member]
Mar. 31, 2010
Atripla Intellectual Property Litigation [Member]
Jan. 31, 2010
Atripla Intellectual Property Litigation [Member]
Apr. 30, 2009
Atripla Intellectual Property Litigation [Member]
Aug. 31, 2010
Baraclude Intellectual Property Litigation [Member]
Nov. 30, 2010
Sprycel Intellectual Property Litigation [Member]
Sep. 30, 2010
Sprycel Intellectual Property Litigation [Member]
Mar. 31, 2012
Environmental Proceedings North Brunswick [Member]
Legal Proceedings And Contingencies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Litigation Settlement Gross
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 4 
Number of patent infringement lawsuits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Damages sought by third-party
60 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of patents owned
 
 
 
 
 
 
 
 
 
 
 
15 
 
 
 
Number of patents challenged
 
 
 
 
 
 
 
 
 
 
 
 
Number of lawsuits
 
 
 
 
250 
50 
39 
 
 
 
 
 
 
 
 
 
Loss Contingency Estimate Of Possible Loss
 
 
$ 28 
 
 
 
 
 
$ 72 
 
 
 
 
 
 
 
 
Number of current plaintiffs
 
 
 
 
1,000 
 
 
 
 
2,500 
 
 
 
 
 
 
 
Number of plaintiffs settled
 
 
 
 
 
 
 
400 
 
 
 
 
 
 
 
 
 
Number of sales representatives