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| Bristol-Myers Squibb 1999 10-K Report (Partial 10-K shown; subscribers can see the entire 10-K report.) |
0000014272-00-000002.hdr.sgml : 20000331
ACCESSION NUMBER: 0000014272-00-000002
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 7
CONFORMED PERIOD OF REPORT: 19991231
FILED AS OF DATE: 20000330
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO
CENTRAL INDEX KEY: 0000014272
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 220790350
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT:
SEC FILE NUMBER: 001-01136
FILM NUMBER: 587420
BUSINESS ADDRESS:
STREET 1: 345 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 2125464000
MAIL ADDRESS:
STREET 1: 345 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10154
FORMER COMPANY:
FORMER CONFORMED NAME: BRISTOL MYERS CO
DATE OF NAME CHANGE: 19891012
10-K
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File Number 1-1136
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-079-0350
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
345 Park Avenue, New York, N.Y. 10154
(Address of principal executive offices)
Telephone: (212) 546-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock,$.10 Par Value New York Stock Exchange
Pacific Exchange, Inc.
$2 Convertible Preferred Stock, $1 Par Value New York Stock Exchange
Pacific Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of February 29, 2000 was $112,954,123,592. At February 29,
2000, there were 1,975,859,149 shares of common stock outstanding.
Documents incorporated by reference
Proxy Statement for Annual Meeting of Stockholders on May 2, 2000.Part III
PART I
---------
Item 1. BUSINESS.
DESCRIPTION OF BRISTOL-MYERS SQUIBB COMPANY
- -------------------------------------------
General:
- ---------
Bristol-Myers Squibb Company ("Bristol-Myers Squibb" or the "Company") was
incorporated under the laws of the State of Delaware in August 1933 under
the name Bristol-Myers Company as successor to a New York business started
in 1887. In 1989, the Bristol-Myers Company changed its name to Bristol-
Myers Squibb Company, as a result of a merger. The Company, through its
divisions and subsidiaries, is a major producer and distributor of
pharmaceuticals, consumer medicines, nutritionals, medical devices and
beauty care products. In general, the business of the Company's segments is
not seasonal.
BUSINESS SEGMENTS
- -----------------
Reference is made to Note 2 Acquisitions and Divestitures and Note 12
Segment Information in the Notes to Consolidated Financial Statements
included in Part II, Item 8 of this Form 10-K Annual Report.
DESCRIPTION OF SEGMENTS
- -----------------------
MEDICINES:
- ----------
This segment includes sales of pharmaceuticals and consumer medicines.
Sales of selected products and product categories are as follows:
1999 1998 1997
------ ------ ------
PRAVACHOL* $1,704 $1,643 $1.437
TAXOL* 1,481 1,206 941
GLUCOPHAGE 1,317 862 579
Oncology Therapeutics Network 894 657 480
BUSPAR* 605 531 443
ZERIT* 605 551 398
PARAPLATIN* 600 525 437
PLAVIX 547 144 -
CAPOTEN*/CAPOZIDE* 484 636 795
MONOPRIL* 424 380 328
CEFZIL* 402 358 318
SERZONE* 332 257 185
AVAPRO 255 123 28
EXCEDRIN* 240 241 206
VIDEX* 205 162 152
1
PRAVACHOL* pravastatin sodium, an HMG Co-A reductase inhibitor
indicated for primary hypercholestermia. Patents
expire in the U.S. in October 2005 and in
international markets from 2000 through 2010.
TAXOL* paclitaxel, used in the treatment of refractory
ovarian cancer, first-line treatment of ovarian
cancer in combination with cisplatin, second-line
treatment of AIDS-related Kaposi's Sarcoma, treatment
of metastatic breast cancer after failure of
combination chemotherapy, adjuvant treatment of node
positive breast cancer and in the treatment of non-
small cell lung carcinoma with cisplatin. Certain
patent claims related to the three-hour method of
administration patents expire in 2012 in the U.S. and
2013 outside the U.S. Reference is also made to Item
3 Legal Proceedings in Part 1 of this Form 10-K
Annual Report and to Note 15 Litigation in Part 2,
Item 8, of this Form 10-K Annual Report. Hatch-
Waxman exclusivity for first-line ovarian cancer
expires April 2001, for non-small cell lung cancer in
January 2002 and for adjuvant breast cancer in
October 2002.
GLUCOPHAGE metformin, an oral anti-diabetes agent for type 2 non-
insulin-dependent diabetes. Hatch-Waxman exclusivity
expires in September 2000.
Oncology Therapeutics
Network a specialty distributor of anti-cancer medicines and
related products.
BUSPAR* buspirone, a novel anti-anxiety agent for persistent
anxiety with or without accompanying depressive
symptoms. U.S. anxiolytic use patent expires in May
2000. Other international patents expired in 1999.
ZERIT* stavudine, used in the treatment of persons with
advanced HIV disease. Patent expires in the U.S. in
June 2008 and internationally from 2007 through 2008.
PARAPLATIN* carboplatin, a chemotherapeutic agent used in the
treatment of ovarian cancer. Patent expires in the
U.S. in April 2004 and in France in June 2000.
PLAVIX clopidogrel, a platelet inhibitor, co-developed and
jointly marketed with Sanofi S.A.
CAPOTEN*/CAPOZIDE* captopril, an angiotensin converting enzyme (ACE)
inhibitor. Patents have expired in the U.S. and in
all significant international markets.
MONOPRIL* fosinopril sodium, a second-generation ACE inhibitor
with once-a-day dosing indicated for the treatment of
hypertension. U.S. patent expires in December 2002
and in international markets from 2001 through 2008.
CEFZIL* cefprozil, an oral cephalosporin used in the
treatment of respiratory infections and sinusitis.
U.S. patent expires in December 2005 and in
international
markets from 2003 through 2009.
* Indicates brand names of products which are registered trademarks
owned by the Company.
2
SERZONE* nefazodone, an antidepressant treatment. Patent
expires in the U.S. in March 2003 and internationally
from 2002 through 2010.
AVAPRO irbesartan, an angiotensin II receptor antagonist
indicated for the treatment of hypertension, co-
developed and jointly marketed with Sanofi S.A.
EXCEDRIN* an analgesic with acetaminophen and caffeine.
EXCEDRIN* Migraine is indicated for the treatment of
the full migraine syndrome.
VIDEX* didanosine, an antiretroviral drug used in the
treatment of adult and pediatric patients with
advanced human immunodeficiency virus (HIV)
infection. Patent expires in the U.S. in August 2006
and internationally from 2006 through 2009.
BEAUTY CARE:
- ------------
This segment includes sales of haircoloring and hair care preparations and
other beauty care products.
1999 1998 1997
------ ------ ------
Hair care $1,250 $1,179 $794
Haircolor 905 894 841
The principal products in this segment are:
NICE 'N EASY* haircolorings
MISS CLAIROL*
HYDRIENCE*
NATURAL INSTINCTS*
ULTRESS*
LOVING CARE*
REVITALIQUE*
HERBAL ESSENCES* complete lines of shampoos and conditioners
AUSSIE*
INFUSIUM 23*
DAILY DEFENSE*
SYSTEME BIOLAGE* professional hair care products sold
MATRIX ESSENTIALS* exclusively in beauty salons
VITAL NUTRIENTS*
VAVOOM*
MUM* anti-perspirants and deodorants
SEA BREEZE* skin care products
3
NUTRITIONALS:
- -------------
This segment includes sales of infant formulas and other nutritional
products.
1999 1998 1997
------ ------ ------
Infant formulas $1,233 $1,203 $1,219
The principal products in this segment are:
ENFAMIL*/ENFALAC* infant formula products
PROSOBEE*
NUTRAMIGEN*
LACTOFREE*
ENFAPRO* follow-up formula products for older babies
NEXT STEP*
ALACTA NF*
ENFAGROW*
SUSTAGEN* nutritional supplements and specialties
CHOCO MILK*
ISOCAL*
SUSTACAL*
NUTRAMENT*
BOOST*
VIACTIV*
PLUSSSZ* vitamins
POLY-VI-SOL*
POLY-VI-FLOR*
NATALINS*
MEDICAL DEVICES:
- ----------------
This segment includes sales of orthopaedic implants, ostomy and wound care
products and other medical devices.
1999 1998 1997
------ ------ ------
Orthopaedic implants $665 $596 $615
Ostomy 449 464 451
The principal products in this segment are:
NEXGEN* Complete Knee Solution
4
VERSYS* Hip System
CENTRALIGN* Precoat Hip Prosthesis orthopaedic implants
ACTIVE LIFE/ ostomy care products
COLODRESS*
SUR-FIT/
COMBIHESIVE/SECURE*
DUODERM* wound care products
SOURCES AND AVAILABILITY OF RAW MATERIALS
- -----------------------------------------
In general, Bristol-Myers Squibb purchases the principal raw materials and
supplies used in each industry segment in the open market. Substantially
all such materials are obtainable from a number of sources so that the loss
of any one source of supply would not have a material adverse effect on the
Company.
PATENTS, TRADEMARKS AND LICENSES
- --------------------------------
The Company owns or is licensed under a number of patents in the United
States and foreign countries covering products, principally in the
medicines and medical devices segments, and has also developed many brand
names and trademarks for products in each industry segment. The Company
considers the overall protection of its patent, trademark and license
rights to be of material value and acts to protect these rights from
infringement. In the years 2000 and 2001 exclusivity periods are scheduled
to expire or have expired for GLUCOPHAGE, BUSPAR* and certain TAXOL*
claims. The Company believes that no single patent or license is of
material importance in relation to the business as a whole.
COMPETITION, DISTRIBUTION AND CUSTOMERS
- ---------------------------------------
The markets in which Bristol-Myers Squibb competes are generally broad-
based and highly competitive. The principal means of competition utilized
to market the products of Bristol-Myers Squibb include quality, service,
price and product performance. The pharmaceutical products of the Medicines
segment and the products of the Medical Devices segment are promoted on a
national and international basis in medical journals and directly to the
medical profession. The Company is also utilizing direct-to-consumer
advertising for a number of its pharmaceutical products. Most of the other
products of Bristol-Myers Squibb are generally advertised and promoted on a
national and international basis through the use of television, radio,
print media, consumer offers, and window and in-store displays. Bristol-
Myers Squibb's products are principally sold to the wholesale and retail
trade both nationally and internationally. Certain products of the
Medicines and Medical Devices segments are also sold to other drug
manufacturers, hospitals and the medical profession. None of the segments
is dependent upon a single customer, or a few customers, such that the loss
of any one or more would have a material adverse effect on the segment.
5
RESEARCH AND DEVELOPMENT
- ------------------------
Research and development is essential to Bristol-Myers Squibb's businesses,
particularly to the Medicines Segment. Pharmaceutical research and
development is carried out by the Bristol-Myers Squibb Pharmaceutical
Research Institute which has major facilities in Princeton, Hopewell and
New Brunswick, New Jersey; and Wallingford, Connecticut. Pharmaceutical
research and development is also carried out at various other facilities in
the United States and in Belgium, Canada, France, Italy, Japan, and the
United Kingdom. Management continues to emphasize leadership, innovation
and productivity as strategies for success in the Research Institute.
Bristol-Myers Squibb spent $1,843 million in 1999, $1,577 million in 1998
and $1,385 million in 1997 on Company sponsored research and development
activities. Pharmaceutical research and development spending, as a
percentage of pharmaceutical sales, was 12.6% in 1999 compared to 12.4% in
1998 and 12.0% in 1997.
REGULATION
- ----------
Most aspects of the Company's business are subject to some degree of
government regulation in the countries in which its operations are
conducted. The Company's policy is to comply fully with all regulatory
requirements applying to its products and operations. For some products,
and in some countries, government regulation is significant and, in
general, there is a trend to more stringent regulation. The Company devotes
significant time, effort and expense addressing the extensive governmental
regulatory requirements applicable to its business. Governmental
regulatory actions can result in the recall or seizure of products,
suspension or revocation of the authority necessary for the production or
sale of a product, and other civil and criminal sanctions.
In the United States, the drug, medical device, diagnostic, food and
cosmetic industries in which the Company operates have long been subject to
regulation by various federal, state and local agencies, primarily as to
product manufacture, safety, efficacy, advertising and labeling.
In addition, governmental bodies in the United States as well as other
countries have expressed concern about costs relating to health care and,
in some cases, have focused attention on the pricing of drugs and on
appropriate drug utilization. Government regulation in these areas already
exists in some countries and may be expanded significantly in the United
States and other countries in the future.
While the Company is unable to predict the extent to which its business may
be affected by future regulatory developments, it believes that its
substantial experience dealing with governmental regulatory requirements
and restrictions on its operations throughout the world and its development
of new and improved products should enable it to compete effectively within
this environment.
EMPLOYEES
- ---------
Bristol-Myers Squibb employed approximately 54,500 people at December 31,
1999.
6
DOMESTIC AND FOREIGN OPERATIONS
- -------------------------------
Reference is made to Note 10 Financial Instruments, and Note 12 Segment
Information in the Notes to Consolidated Financial Statements included in
Part II, Item 8 of this Form 10-K Annual Report.
International operations are subject to certain risks which are inherent in
conducting business abroad, including possible nationalization or
expropriation, price and exchange controls, limitations on foreign
participation in local enterprises and other restrictive governmental
actions. In addition, changes in the relative value of currencies take
place from time to time and their effects may be favorable or unfavorable
on Bristol-Myers Squibb's operations. There are currency restrictions
relating to repatriation of earnings in certain countries.
Item 2. PROPERTIES.
Bristol-Myers Squibb's world headquarters is located at 345 Park Avenue,
New York, New York, where it leases approximately 460,500 square feet of
floor space, approximately 206,300 square feet of which is sublet to
others. The headquarters for the Company's segments are as follows:
Medicines world headquarters is located in Princeton, New Jersey; Beauty
Care in Stamford, Connecticut; Nutritionals in Evansville, Indiana; and
Medical Devices in Warsaw, Indiana and Skillman, New Jersey.
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