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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 001-01136
___________________________
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
___________________________
| | | | | | | | |
Delaware | | 22-0790350 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S Employer Identification No.) |
Route 206 & Province Line Road, Princeton, New Jersey 08543
(Address of principal executive offices) (Zip Code)
(609) 252-4621
(Registrant’s telephone number, including area code)
___________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.10 Par Value | BMY | New York Stock Exchange |
1.000% Notes due 2025 | BMY25 | New York Stock Exchange |
1.750% Notes due 2035 | BMY35 | New York Stock Exchange |
Celgene Contingent Value Rights | CELG RT | New York Stock Exchange |
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 the filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer ☒ | | Accelerated filer ☐ | | Non-accelerated filer ☐ | | Smaller reporting company ☐ | | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
At April 18, 2024, there were 2,027,100,096 shares outstanding of the Registrant’s $0.10 par value common stock.
BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
March 31, 2024
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PART I—FINANCIAL INFORMATION | |
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Item 1. | |
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Item 2. | |
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Item 3. | |
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Item 4. | |
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PART II—OTHER INFORMATION | |
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Item 1. | |
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Item 1A. | |
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Item 2. | |
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Item 5. | |
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Item 6. | |
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* Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.
PART I—FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
Dollars in millions, except per share data
(UNAUDITED)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
EARNINGS | 2024 | | 2023 | | | | |
Net product sales | $ | 11,559 | | | $ | 11,048 | | | | | |
Alliance and other revenues | 306 | | | 289 | | | | | |
Total Revenues | 11,865 | | | 11,337 | | | | | |
| | | | | | | |
Cost of products sold(a) | 2,932 | | | 2,566 | | | | | |
Marketing, selling and administrative | 2,367 | | | 1,762 | | | | | |
Research and development | 2,695 | | | 2,321 | | | | | |
Acquired IPRD | 12,949 | | | 75 | | | | | |
Amortization of acquired intangible assets | 2,357 | | | 2,256 | | | | | |
Other (income)/expense, net | 81 | | | (413) | | | | | |
Total Expenses | 23,381 | | | 8,567 | | | | | |
| | | | | | | |
(Loss)/Earnings before income taxes | (11,516) | | | 2,770 | | | | | |
Income tax provision | 392 | | | 503 | | | | | |
Net (loss)/earnings | (11,908) | | | 2,267 | | | | | |
Noncontrolling interest | 3 | | | 5 | | | | | |
Net (loss)/earnings attributable to BMS | $ | (11,911) | | | $ | 2,262 | | | | | |
| | | | | | | |
(Loss)/Earnings per common share: | | | | | | | |
Basic | $ | (5.89) | | | $ | 1.08 | | | | | |
Diluted | (5.89) | | | 1.07 | | | | | |
(a) Excludes amortization of acquired intangible assets.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
Dollars in millions
(UNAUDITED)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
COMPREHENSIVE (LOSS)/INCOME | 2024 | | 2023 | | | | |
Net (loss)/earnings | $ | (11,908) | | | $ | 2,267 | | | | | |
Other comprehensive income/(loss), net of taxes and reclassifications to earnings: |
Derivatives qualifying as cash flow hedges | 191 | | | (124) | | | | | |
Pension and postretirement benefits | 13 | | | — | | | | | |
Marketable debt securities | (2) | | | — | | | | | |
Foreign currency translation | (56) | | | 37 | | | | | |
Total Other comprehensive income/(loss) | 146 | | | (87) | | | | | |
| | | | | | | |
Comprehensive (loss)/income | (11,762) | | | 2,180 | | | | | |
Comprehensive income attributable to noncontrolling interest | 3 | | | 5 | | | | | |
Comprehensive (loss)/income attributable to BMS | $ | (11,765) | | | $ | 2,175 | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in millions
(UNAUDITED)
| | | | | | | | | | | |
ASSETS | March 31, 2024 | | December 31, 2023 |
Current assets: | | | |
Cash and cash equivalents | $ | 9,330 | | | $ | 11,464 | |
Marketable debt securities | 340 | | | 816 | |
Receivables | 10,447 | | | 10,921 | |
Inventories | 2,985 | | | 2,662 | |
Other current assets | 5,567 | | | 5,907 | |
Total Current assets | 28,669 | | | 31,770 | |
Property, plant and equipment | 6,750 | | | 6,646 | |
Goodwill | 21,738 | | | 21,169 | |
Other intangible assets | 32,760 | | | 27,072 | |
Deferred income taxes | 2,723 | | | 2,768 | |
Marketable debt securities | 367 | | | 364 | |
Other non-current assets | 6,024 | | | 5,370 | |
Total Assets | $ | 99,031 | | | $ | 95,159 | |
| | | |
LIABILITIES | | | |
Current liabilities: | | | |
Short-term debt obligations | $ | 6,190 | | | $ | 3,119 | |
Accounts payable | 3,539 | | | 3,259 | |
Other current liabilities | 16,093 | | | 15,884 | |
Total Current liabilities | 25,822 | | | 22,262 | |
Deferred income taxes | 442 | | | 338 | |
Long-term debt | 49,487 | | | 36,653 | |
Other non-current liabilities | 6,732 | | | 6,421 | |
Total Liabilities | 82,483 | | | 65,674 | |
| | | |
Commitments and Contingencies | | | |
| | | |
EQUITY | | | |
BMS Shareholders’ equity: | | | |
Preferred stock | — | | | — | |
Common stock | 292 | | | 292 | |
Capital in excess of par value of stock | 45,655 | | | 45,684 | |
Accumulated other comprehensive loss | (1,400) | | | (1,546) | |
Retained earnings | 15,640 | | | 28,766 | |
Less cost of treasury stock | (43,697) | | | (43,766) | |
Total BMS Shareholders’ equity | 16,490 | | | 29,430 | |
Noncontrolling interest | 58 | | | 55 | |
Total Equity | 16,548 | | | 29,485 | |
Total Liabilities and Equity | $ | 99,031 | | | $ | 95,159 | |
The accompanying notes are an integral part of these consolidated financial statements.
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in millions
(UNAUDITED)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2024 | | 2023 |
Cash Flows From Operating Activities: | | | |
Net (loss)/earnings | $ | (11,908) | | | $ | 2,267 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | |
Depreciation and amortization, net | 2,532 | | | 2,429 | |
Deferred income taxes | (711) | | | (548) | |
Stock-based compensation | 133 | | | 122 | |
Impairment charges | 1 | | | 20 | |
Divestiture gains and royalties | (280) | | | (194) | |
Acquired IPRD | 12,949 | | | 75 | |
Equity investment (gains)/losses | (102) | | | 155 | |
Other adjustments | 22 | | | 4 | |
Changes in operating assets and liabilities: | | | |
Receivables | 479 | | | (175) | |
Inventories | (218) | | | (282) | |
Accounts payable | 300 | | | 187 | |
Rebates and discounts | (665) | | | (910) | |
Income taxes payable | 910 | | | 884 | |
Other | (608) | | | (1,064) | |
Net cash provided by operating activities | 2,834 | | | 2,970 | |
Cash Flows From Investing Activities: | | | |
Sale and maturities of marketable debt securities | 747 | | 57 | |
Purchase of marketable debt securities | (274) | | | (200) | |
Proceeds from sales of equity investments | 5 | | | 62 | |
Capital expenditures | (284) | | | (278) | |
Divestiture and other proceeds | 241 | | | 227 | |
Acquisition and other payments, net of cash acquired | (20,053) | | | (78) | |
Net cash used in investing activities | (19,618) | | | (210) | |
Cash Flows From Financing Activities: | | | |
Short-term debt obligations, net | 3,070 | | | 128 | |
Issuance of long-term debt | 12,883 | | | — | |
Repayment of long-term debt | — | | | (1,640) | |
Repurchase of common stock | — | | | (250) | |
Dividends | (1,212) | | | (1,196) | |
Stock option proceeds and other, net | (97) | | | (92) | |
Net cash provided by/(used in) financing activities | 14,644 | | | (3,050) | |
Effect of exchange rates on cash, cash equivalents and restricted cash | (45) | | | 13 | |
Decrease in cash, cash equivalents and restricted cash | (2,185) | | | (277) | |
Cash, cash equivalents and restricted cash at beginning of period | 11,519 | | | 9,325 | |
Cash, cash equivalents and restricted cash at end of period | $ | 9,334 | | | $ | 9,048 | |
The accompanying notes are an integral part of these consolidated financial statements.
Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS
Basis of Consolidation
Bristol-Myers Squibb Company ("BMS", "we", "our", "us" or "the Company") prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. 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 Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position of the Company as of March 31, 2024 and December 31, 2023 and the results of operations and cash flows for the three months ended March 31, 2024 and 2023. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2023 included in the 2023 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.
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 supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with BMS's operational structure, the Chief Executive Officer ("CEO"), as the chief operating decision maker, manages and allocates resources at the global corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with our overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see "—Note 2. Revenue".
Use of Estimates and Judgments
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, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for acquisitions; impairments of intangible assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.
Recently Issued Accounting Standards Not Yet Adopted
Income Taxes
In December 2023, the FASB issued amended guidance on income tax disclosures. The guidance is intended to provide additional disaggregation to the effective income tax rate reconciliation and income tax payment disclosures. The amended guidance is effective for annual periods beginning January 2025 and should be applied on a prospective basis. Early adoption is permitted.
Segment Reporting
In November 2023, the FASB issued amended guidance for improvements to reportable segment disclosures. The revised guidance requires that a public entity disclose significant segment expenses regularly reviewed by the chief operating decision maker (CODM), including public entities with a single reportable segment. The amended guidance is effective for fiscal years beginning January 2024 and interim periods beginning January 2025 on a retrospective basis. Early adoption is permitted.
Note 2. REVENUE
The following table summarizes the disaggregation of revenue by nature:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Net product sales | $ | 11,559 | | | $ | 11,048 | | | | | |
Alliance revenues | 134 | | | 144 | | | | | |
Other revenues | 172 | | | 145 | | | | | |
Total Revenues | $ | 11,865 | | | $ | 11,337 | | | | | |
The following table summarizes GTN adjustments:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Gross product sales | $ | 19,295 | | | $ | 17,288 | | | | | |
GTN adjustments(a) | | | | | | | |
Charge-backs and cash discounts | (2,556) | | | (2,091) | | | | | |
Medicaid and Medicare rebates | (3,084) | | | (2,482) | | | | | |
Other rebates, returns, discounts and adjustments | (2,096) | | | (1,667) | | | | | |
Total GTN adjustments(b) | (7,736) | | | (6,240) | | | | | |
Net product sales | $ | 11,559 | | | $ | 11,048 | | | | | |
(a) Includes reductions to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $80 million and $87 million for the three months ended March 31, 2024 and 2023, respectively.
(b) Includes U.S. GTN adjustments of $6.9 billion and $5.5 billion for the three months ended March 31, 2024 and 2023, respectively.
The following table summarizes the disaggregation of revenue by product and region:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Growth Portfolio | | | | | | | |
Opdivo | $ | 2,078 | | | $ | 2,202 | | | | | |
Orencia | 798 | | | 764 | | | | | |
Yervoy | 583 | | | 508 | | | | | |
Reblozyl | 354 | | | 206 | | | | | |
Opdualag | 206 | | | 117 | | | | | |
Abecma | 82 | | | 147 | | | | | |
Zeposia | 110 | | | 78 | | | | | |
Breyanzi | 107 | | | 71 | | | | | |
Camzyos | 84 | | | 29 | | | | | |
Sotyktu | 44 | | | 16 | | | | | |
Augtyro | 6 | | | — | | | | | |
Krazati | 21 | | | — | | | | | |
Other Growth products(a) | 319 | | | 280 | | | | | |
Total Growth Portfolio | 4,792 | | | 4,418 | | | | | |
Legacy Portfolio | | | | | | | |
Eliquis | 3,720 | | | 3,423 | | | | | |
Revlimid | 1,669 | | | 1,750 | | | | | |
Pomalyst/Imnovid | 865 | | | 832 | | | | | |
Sprycel | 374 | | | 429 | | | | | |
Abraxane | 217 | | | 239 | | | | | |
Other Legacy products(b) | 228 | | | 246 | | | | | |
Total Legacy Portfolio | 7,073 | | | 6,919 | | | | | |
Total Revenues | $ | 11,865 | | | $ | 11,337 | | | | | |
| | | | | | | |
United States | 8,476 | | | 7,952 | | | | | |
International | 3,190 | | | 3,230 | | | | | |
Other(c) | 199 | | | 155 | | | | | |
Total Revenues | $ | 11,865 | | | $ | 11,337 | | | | | |
(a) Includes Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.
(b) Includes other mature brands.
(c) Other revenues include alliance-related revenues for products not sold by BMS's regional commercial organizations.
Beginning in 2024, Puerto Rico revenues are included in International revenues. Prior period amounts have been reclassified to conform to the current presentation.
Revenue recognized from performance obligations satisfied in prior periods was $182 million and $166 million for the three months ended March 31, 2024 and 2023, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.
Note 3. ALLIANCES
BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS refers to these collaborations as alliances and its partners as alliance partners.
Selected financial information pertaining to alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Revenues from alliances | | | | | | | |
Net product sales | $ | 3,762 | | | $ | 3,532 | | | | | |
Alliance revenues | 134 | | | 144 | | | | | |
Total alliance revenues | $ | 3,896 | | | $ | 3,676 | | | | | |
| | | | | | | |
To/(from) alliance partners | | | | | | | |
Cost of products sold | $ | 1,825 | | | $ | 1,706 | | | | | |
Marketing, selling and administrative | (79) | | | (74) | | | | | |
Research and development | 54 | | | 44 | | | | | |
Acquired IPRD | 800 | | | — | | | | | |
Other (income)/expense, net | (12) | | | (12) | | | | | |
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Selected alliance balance sheet information | | | |
Receivables – from alliance partners | $ | 188 | | | $ | 233 | |
Accounts payable – to alliance partners | 1,795 | | | 1,394 | |
Deferred income – from alliances(a) | 263 | | | 274 | |
(a) Includes unamortized upfront and milestone payments.
The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the 2023 Form 10-K. Significant developments and updates related to alliances during the three months ended March 31, 2024 and 2023 are set forth below.
SystImmune
BMS and SystImmune, Inc. (SystImmune) are parties to a global strategic collaboration for the co-development and co-commercialization of BL-B01D1, a bispecific topoisomerase inhibitor-based anti-body drug conjugate currently being evaluated in a Phase I clinical trial for metastatic or unresectable NSCLC. BMS paid an upfront fee of $800 million which was included in Acquired IPRD during the three months ended March 31, 2024. BMS is also obligated to pay up to $7.6 billion upon the achievement of contingent development, regulatory and sales-based milestones.
The parties will jointly develop and commercialize BL-B01D1 in the U.S. and share in the profits and losses. SystImmune will be responsible for the development, commercialization, and manufacturing in Mainland China and will be responsible for manufacturing certain drug supplies for outside of Mainland China, where BMS will receive a royalty on net sales. BMS will be responsible for the development and commercialization in the rest of the world, where SystImmune will receive a royalty on net sales.
Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS
Asset Acquisition
Karuna
On March 18, 2024, BMS acquired Karuna, a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions. The acquisition provided BMS with rights to Karuna's lead asset, KarXT (xanomeline-trospium). KarXT is an antipsychotic with a novel mechanism of action and differentiated efficacy and safety, and it is currently under review by the FDA for the treatment of schizophrenia in adults with a PDUFA date of September 26, 2024. KarXT is also in registrational trials for both adjunctive therapy to existing standard of care agents in schizophrenia and the treatment of psychosis in patients with Alzheimer’s disease.
BMS acquired all of the issued and outstanding shares of Karuna's common stock for $330.00 per share in an all-cash transaction for total consideration of $14.0 billion, or $12.9 billion net of cash acquired. The acquisition was funded primarily with debt proceeds (see "—Note 10. Financing Arrangements" for further detail). The transaction was accounted for as an asset acquisition since KarXT represented substantially all of the fair value of the gross assets acquired. As a result, $12.1 billion was expensed to Acquired IPRD during the three months ended March 31, 2024. Total consideration also included $1.1 billion of vested equity awards and $289 million of unvested equity awards that were paid during the second quarter of 2024.
The following summarizes the total consideration transferred and allocation of consideration transferred to the assets acquired, liabilities assumed and Acquired IPRD expense:
| | | | | |
Dollars in millions | |
Cash consideration for outstanding shares | $ | 12,606 | |
Cash consideration for equity awards | 1,421 | |
Consideration to be paid | 14,027 | |
Less: Charge for unvested stock awards(a) | (289) | |
Transaction costs | 55 | |
Total consideration allocated | $ | 13,793 | |
| |
Cash and cash equivalents | $ | 1,167 | |
Other assets | 67 | |
Intangible assets | 100 | |
Deferred income tax asset | 542 | |
Deferred income tax liability | (25) | |
Other liabilities | (180) | |
Total identifiable assets acquired, net | 1,671 | |
Acquired IPRD expense | 12,122 | |
Total consideration allocated | $ | 13,793 | |
(a) Includes cash-settled unvested equity awards of $130 million expensed to Marketing, selling and administrative and $159 million expensed in Research and development during the three months ended March 31, 2024.
Business Combinations
RayzeBio
On February 26, 2024, BMS acquired RayzeBio, a clinical-stage radiopharmaceutical therapeutics (RPT) company with actinium-based RPTs for solid tumors. The acquisition provided BMS with rights to RayzeBio’s actinium-based radiopharmaceutical platform and lead asset, RYZ101, which is in Phase III development for treatment of gastroenteropancreatic neuroendocrine tumors.
BMS acquired all of the issued and outstanding shares of RayzeBio's common stock for $62.50 per share in an all-cash transaction for total consideration of $4.1 billion, or $3.6 billion net of cash acquired. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).
The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The purchase price allocation is preliminary and subject to change, including the valuation of intangible assets and income taxes. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date.
Total consideration for the acquisition consisted of the following:
| | | | | |
Dollars in millions | |
Cash consideration for outstanding shares | $ | 3,851 | |
Cash consideration for equity awards | 296 | |
Consideration paid | 4,147 | |
Less: Unvested stock awards(a) | (274) | |
Total consideration allocated | $ | 3,873 | |
(a) Includes cash settlement for unvested equity awards of $159 million expensed in Marketing, selling and administrative and $115 million expensed in Research and development during the three months ended March 31, 2024.
The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the acquisition date based upon their respective preliminary fair values summarized below:
| | | | | |
Dollars in millions | Preliminary Purchase Price Allocation |
Cash and cash equivalents | $ | 501 | |
Other assets | 70 | |
Intangible assets | 3,700 | |
Deferred income tax asset | 81 | |
Deferred income tax liability | (798) | |
Other liabilities | (109) | |
Identifiable net assets acquired | $ | 3,445 | |
Goodwill | 428 | |
Total consideration allocated | $ | 3,873 | |
Intangible assets included $1.7 billion of indefinite-lived IPRD and $2.0 billion of R&D technology. The estimated fair values for the indefinite-lived IPRD asset and the R&D technology were determined using an income approach valuation method. Goodwill resulted primarily from the recognition of deferred tax liabilities and is not deductible for tax purposes.
Mirati
On January 23, 2024, BMS acquired Mirati, a commercial stage targeted oncology company, obtaining the rights to commercialize lung cancer medicine Krazati, and several clinical assets, including MRTX1719. Krazati is an inhibitor of the KRASG12C mutation approved by the FDA as a second-line treatment for patients with NSCLC and is in clinical development in combination with a PD-1 inhibitor as a first-line therapy for patients with NSCLC and other indications. MRTX1719 is a potential first-in-class MTA-cooperative PRMT5 inhibitor in Phase I development. BMS obtained access to several other clinical and pre-clinical stage assets, including additional KRAS inhibitors and enabling programs.
BMS acquired all of the issued and outstanding shares of Mirati's common stock for $58.00 per share in an all-cash transaction for total consideration of $4.8 billion, or $4.1 billion net of cash acquired. Mirati stockholders also received one non-tradeable contingent value right (CVR) for each share of Mirati common stock held, potentially worth $12.00 per share in cash for a total value of approximately $1.0 billion. The payout of the contingent value right is subject to the FDA acceptance of an NDA for MRTX1719 for the treatment of specific indications within seven years of the closing of the transaction. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).
The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The purchase price allocation is preliminary and subject to change, including the valuation of intangible assets and income taxes. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date.
Total consideration for the acquisition consisted of the following:
| | | | | |
Dollars in millions | |
Cash consideration for outstanding shares | $ | 4,596 | |
Cash consideration for equity awards | 205 | |
Consideration paid | 4,801 | |
Plus: Fair value of CVRs | 248 | |
Less: unvested stock awards(a) | (114) | |
Total consideration allocated | $ | 4,935 | |
(a) Includes cash settlement of unvested equity awards of $60 million expensed in Marketing, selling and administrative and $54 million expensed in Research and development during the three months ended March 31, 2024.
The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the acquisition date based upon their respective preliminary fair values summarized below:
| | | | | |
Dollars in millions | Preliminary purchase price allocation |
Cash and cash equivalents | $ | 748 | |
Inventories | 215 | |
Other assets | 159 | |
Intangible assets | 4,225 | |
Deferred income tax assets | 734 | |
Deferred income tax liabilities | (1,094) | |
Other liabilities | (204) | |
Identifiable net assets acquired | $ | 4,783 | |
Goodwill | 152 | |
Total consideration allocated | $ | 4,935 | |
Inventories includes a fair value adjustment of $148 million. Intangible assets included $640 million of definite-lived Acquired marketed product rights (Krazati) and $3.5 billion of indefinite-lived IPRD assets. The estimated fair value of both definite-lived Acquired marketed product rights and indefinite-lived IPRD assets was determined using an income approach valuation method. Goodwill resulted primarily from the recognition of deferred tax liabilities and is not deductible for tax purposes.
The results of operations and cash flows for Karuna, RayzeBio and Mirati were included in the consolidated financial statements commencing on their respective acquisition dates and were not material. Historical financial results of the acquired entities were not significant.
Divestitures
The following table summarizes the financial impact of divestitures including royalties, which are included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| Net Proceeds | | Divestiture (Gains)/Losses | | Royalty Income |
Dollars in millions | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
Diabetes business - royalties | $ | 231 | | | $ | 216 | | | $ | — | | | $ | — | | | $ | (271) | | | $ | (188) | |
Mature products and other | — | | | 4 | | | — | | | — | | | — | | | — | |
Total | $ | 231 | | | $ | 220 | | | — | | | $ | — | | | $ | (271) | | | (188) | |
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Licensing and Other Arrangements
The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Keytruda* royalties | $ | (133) | | | $ | (279) | | | | | |
Tecentriq* royalties | (12) | | | (30) | | | | | |
| | | | | | | |
Contingent milestone income | — | | | (31) | | | | | |
Amortization of deferred income | (12) | | | (12) | | | | | |
Other royalties and licensing income | (4) | | | (11) | | | | | |
Total | $ | (161) | | | $ | (363) | | | | | |
Keytruda* Patent License Agreement
BMS and Ono are parties to a global patent license agreement with Merck related to Merck's PD-1 antibody Keytruda*. Under the agreement, Merck paid ongoing royalties on global sales of Keytruda* of 6.5% through December 31, 2023 and is obligated to pay 2.5% from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75/25 percent allocation, respectively, after adjusting for each party's legal fees.
Other
Nimbus Change of Control Income
BMS and Nimbus Therapeutics ("Nimbus") are parties to a settlement resolving all legal claims and business interests pertaining to Nimbus' TYK2 inhibitor, which also provides for BMS to receive additional amounts for contingent development, regulatory approval and sales-based milestones and 10% of any change in control proceeds received by Nimbus related to its TYK2 inhibitor. In February 2023, Takeda acquired 100% ownership of Nimbus' TYK2 inhibitor for approximately $4.0 billion in upfront proceeds plus contingent sales-based milestones aggregating up to $2.0 billion. As a result, $400 million of income related to the change of control provision was included in Other (income)/expense during the three months ended March 31, 2023.
Note 5. OTHER (INCOME)/EXPENSE, NET
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Interest expense (Note 10) | $ | 425 | | | $ | 288 | | | | | |
Royalty and licensing income (Note 4) | (161) | | | (363) | | | | | |
Royalty income - divestiture (Note 4) | (271) | | | (188) | | | | | |
Investment income | (183) | | | (102) | | | | | |
Litigation and other settlements (Note 4) | 2 | | | (325) | | | | | |
Provision for restructuring (Note 6) | 220 | | | 67 | | | | | |
Integration expenses (Note 6) | 71 | | | 67 | | | | | |
Equity investment (gain)/losses (Note 9) | (102) | | | 155 | | | | | |
Acquisition expense (Note 4) | 49 | | | — | | | | | |
| | | | | | | |
| | | | | | | |
Other | 31 | | | (12) | | | | | |
Other (income)/expense, net | $ | 81 | | | $ | (413) | | | | | |
Note 6. RESTRUCTURING
2023 Restructuring Plan
In 2023, BMS commenced a restructuring plan to accelerate the delivery of medicines to patients by evolving and streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and is appropriately aligned with the Company’s strategy to invest in key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery (ii) enhancing our commercial operating model, and (iii) establishing a more responsive manufacturing network and expanding our cell therapy manufacturing capabilities. Consistent with our prioritization and efficiency goals communicated earlier this year, BMS continues to execute on strategic productivity initiatives through portfolio prioritization and management of our operating costs. Total expected restructuring costs under the 2023 Restructuring Plan to be incurred through 2026 are approximately $1.5 billion. These costs consist primarily of employee termination costs, and to a lesser extent, site exit costs, including impairment and accelerated depreciation of property, plant and equipment.
Celgene and Other Acquisition Plans
Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from the acquisitions of Celgene (2019), Turning Point (2022), Mirati (2024), RayzeBio (2024) and Karuna (2024). The remaining charges of approximately $500 million consist primarily of employee termination costs, IT system integration costs and to a lesser extent site exit costs, including impairment and accelerated depreciation of property, plant and equipment.
The following provides the charges related to restructuring initiatives by type of cost:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
2023 Restructuring Plan | $ | 68 | | | $ | 61 | | | | | |
Celgene and Other Acquisition Plans | 244 | | | 74 | | | | | |
Total charges | $ | 312 | | | $ | 135 | | | | | |
| | | | | | | |
Employee termination costs | $ | 217 | | | $ | 65 | | | | | |
Other termination costs | 3 | | | 2 | | | | | |
Provision for restructuring | 220 | | | 67 | | | | | |
Integration expenses | 71 | | | 67 | | | | | |
Accelerated depreciation | 14 | | | 1 | | | | | |
Asset impairments | 2 | | | — | | | | | |
Other shutdown costs | 5 | | | — | | | | | |
Total charges | $ | 312 | | | $ | 135 | | | | | |
| | | | | | | |
Cost of products sold | $ | 14 | | | $ | 1 | | | | | |
Marketing, selling and administrative | 6 | | | — | | | | | |
Research and development | 1 | | | — | | | | | |
Other (income)/expense, net | 291 | | | 134 | | | | | |
Total charges | $ | 312 | | | $ | 135 | | | | | |
The following summarizes the charges and spending related to restructuring plan activities:
| | | | | | | | | | | |
| Three Months Ended March 31, |
Dollars in millions | 2024 | | 2023 |
Beginning balance | $ | 188 | | | $ | 47 | |
Provision for restructuring | 220 | | | 67 | |
Foreign currency translation and other | (2) | | | 2 | |
Payments | (97) | | | (17) | |
Ending balance | $ | 309 | | | $ | 99 | |
Note 7. INCOME TAXES
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
(Loss)/Earnings before income taxes | $ | (11,516) | | | $ | 2,770 | | | | | |
Income tax provision | 392 | | | 503 | | | | | |
Effective tax rate | (3.4) | % | | 18.2 | % | | | | |
Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The income tax provision of $392 million during the three months ended March 31, 2024 on a pretax loss of $11.5 billion resulted in an effective tax rate of (3.4)%, which included the impact of a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna. Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the tax legislation code. Income tax payments were $187 million and $149 million for the three months ended March 31, 2024 and 2023, respectively.
BMS is currently under examination by a number of tax authorities that proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and continues to work cooperatively with the IRS to resolve these issues. In the fourth quarter of 2022, BMS entered the IRS administrative appeals process to resolve these matters. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements.
It is reasonably possible that the amount of unrecognized tax benefits as of March 31, 2024 could decrease in the range of approximately $700 million to $740 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.
It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits, however, an estimate of such increases cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by jurisdiction.
Note 8. (LOSS)/EARNINGS PER SHARE
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions, except per share data | 2024 | | 2023 | | | | |
Net (loss)/earnings attributable to BMS | $ | (11,911) | | | $ | 2,262 | | | | | |
| | | | | | | |
Weighted-average common shares outstanding – basic | 2,023 | | | 2,099 | | | | | |
Incremental shares attributable to share-based compensation plans | — | | | 14 | | | | | |
Weighted-average common shares outstanding – diluted | 2,023 | | | 2,113 | | | | | |
| | | | | | | |
(Loss)/Earnings per common share | | | | | | | |
Basic | $ | (5.89) | | | $ | 1.08 | | | | | |
Diluted | (5.89) | | | 1.07 | | | | | |
The total number of potential shares of common stock excluded from the diluted (loss)/earnings per common share computation because of the antidilutive impact was 46 million for the three months ended March 31, 2024 and not material for the three months ended March 31, 2023.
Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
Dollars in millions | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 |
Cash and cash equivalents | | | | | | | | | | | |
Money market and other securities | $ | — | | | $ | 6,146 | | | $ | — | | | $ | — | | | $ | 8,489 | | | $ | — | |
Marketable debt securities | | | | | | | | | | | |
Certificates of deposit | — | | | 203 | | | — | | | — | | | 609 | | | — | |
Commercial paper | — | | | 15 | | | — | | | — | | | 92 | | | — | |
Corporate debt securities | — | | | 485 | | | — | | | — | | | 460 | | | — | |
U.S. Treasury securities | — | | | 4 | | | — | | | — | | | 19 | | | — | |
Derivative assets | — | | | 335 | | | — | | | — | | | 219 | | | — | |
Equity investments | 331 | | | 231 | | | — | | | 318 | | | 141 | | | — | |
Derivative liabilities | — | | | 126 | | | — | | | — | | | 160 | | | — | |
Contingent consideration liability | | | | | | | | | | | |
Contingent value rights(a) | 2 | | | — | | | 248 | | | 4 | | | — | | | — | |
Other acquisition related contingent consideration | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 8 | |
(a) Includes the fair value of contingent value rights associated with the Mirati acquisition as further described in —Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements.
As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2023 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of Level 2 equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were $123 million as of March 31, 2024 and $44 million as of December 31, 2023.
Marketable Debt Securities
The amortized cost for marketable debt securities approximates its fair value and these securities mature within five years as of March 31, 2024, and four years as of December 31, 2023.
Equity Investments
The following summarizes the carrying amount of equity investments:
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Equity investments with readily determinable fair values | $ | 562 | | | $ | 459 | |
Equity investments without readily determinable fair values | 713 | | | 698 | |
Limited partnerships and other equity method investments | 584 | | | 542 | |
Total equity investments | $ | 1,859 | | | $ | 1,699 | |
The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Equity investments with readily determinable fair values | | | | | | | |
Net (gain)/loss recognized | $ | (86) | | | $ | 141 | | | | | |
Less: net (gain)/loss recognized on investments sold | 2 | | | (1) | | | | | |
Net unrealized (gain)/loss recognized on investments still held | (88) | | | 140 | | | | | |
| | | | | | | |
Equity investments without readily determinable fair values | | | | | | | |
Upward adjustments | (10) | | | (5) | | | | | |
Impairments and downward adjustments | 25 | | | — | | | | | |
Equity in net (income)/loss of affiliates | (31) | | | 20 | | | | | |
| | | | | | | |
Total equity investment (gains)/losses | $ | (102) | | | $ | 155 | | | | | |
Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without readily determinable fair values still held as of March 31, 2024 were $197 million and $90 million, respectively.
Qualifying Hedges and Non-Qualifying Derivatives
Cash Flow Hedges
BMS enters into foreign currency forward and purchased local currency put option contracts (foreign exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign exchange contracts, which are designated as cash flow hedges, are temporarily recorded in Accumulated other comprehensive loss ("AOCL") and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). As of March 31, 2024, assuming market rates remain constant through contract maturities, we expect to reclassify pre-tax gains of $55 million into Cost of products sold for our foreign exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $4.2 billion for the euro contracts and $1.1 billion for Japanese yen contracts as of March 31, 2024.
BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $1.2 billion as of March 31, 2024.
In January 2024, we entered into forward interest rate contracts of a total notional value of $5.0 billion to hedge future interest rate risk associated with the unsecured senior notes issued in February 2024. The forward interest rate contracts were designated as cash flow hedges and terminated upon the issuance of the unsecured senior notes. The $131 million gain on the transaction was included in Other Comprehensive (Loss)/Income and will be amortized as a reduction to interest expense over the term of the related debt. Amounts expected to be recognized during the subsequent 12 months on forward interest rate contracts are not material.
Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date 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. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency exchange contracts not designated as a cash flow hedge offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.
Net Investment Hedges
Cross-currency swap contracts and foreign currency forward contracts of $1.6 billion as of March 31, 2024 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability in the consolidated balance sheets. The notional amount of outstanding cross-currency swap and foreign currency forward contracts was primarily attributed to the Japanese yen of $660 million and euro of $786 million as of March 31, 2024.
During the three months ended March 31, 2023, the Company de-designated its remaining net investment hedge in debt denominated in euros of €375 million. The related net investment hedge was entered into to hedge euro currency exposures of the net investment in certain foreign affiliates and was recognized in Long-term debt. The effective portion of foreign exchange gain or loss on the remeasurement of debt denominated in euros was included in the foreign currency translation component of AOCL with the related offset in Long-term debt.
During the three months ended March 31, 2024, the amortization of gains related to the portion of our net investment hedges that was excluded from the assessment of effectiveness was not material.
Fair Value Hedges
Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability in the consolidated balance sheets. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.
Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.
The following table summarizes the fair value and the notional values of outstanding derivatives:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| Asset(a) | | Liability(b) | | Asset(a) | | Liability(b) |
Dollars in millions | Notional | | Fair Value | | Notional | | Fair Value | | Notional | | Fair Value | | Notional | | Fair Value |
Designated as cash flow hedges | | | | | | | | | | | | | | |
Foreign currency exchange contracts | $ | 5,613 | | | $ | 169 | | | $ | 840 | | | $ | (16) | | | $ | 4,772 | | | $ | 130 | | | $ | 1,971 | | | $ | (66) | |
Cross-currency swap contracts | 583 | | | 37 | | | 627 | | | (3) | | | 1,210 | | | 50 | | | — | | | — | |
Designated as net investment hedges | | | | | | | | | | | | | | | |
Foreign currency exchange contracts | 749 | | | 18 | | | 26 | | | — | | | — | | | — | | | 215 | | | (8) | |
Cross-currency swap contracts | 396 | | | 9 | | | 438 | | | (25) | | | — | | | — | | | 747 | | | (43) | |
Designated as fair value hedges | | | | | | | | | | | | | | | |
Interest rate swap contracts | 500 | | | — | | | 3,755 | | | (20) | | | 2,500 | | | 3 | | | 1,755 | | | (14) | |
Not designated as hedges | | | | | | | | | | | | | | | |
Foreign currency exchange contracts | 2,837 | | | 92 | | | 2,486 | | | (62) | | | 906 | | | 20 | | | 1,250 | | | (29) | |
Total return swap contracts (c) | $ | 440 | | | $ | 10 | | | $ | — | | | $ | — | | | $ | 401 | | | $ | 16 | | | $ | — | | | $ | — | |
(a) Included in Other current assets and Other non-current assets.
(b) Included in Other current liabilities and Other non-current liabilities.
(c) Total return swap contracts hedge changes in fair value of certain deferred compensation liabilities.
The following table summarizes the financial statement classification and amount of (gain)/loss recognized on hedges:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 | | Three Months Ended March 31, 2023 |
Dollars in millions | Cost of products sold | | Other (income)/expense, net | | Cost of products sold | | Other (income)/expense, net |
Foreign currency exchange contracts | $ | (45) | | | $ | (13) | | | $ | (120) | | | $ | (16) | |
Cross-currency swap contracts | — | | | 29 | | | — | | | (23) | |
Interest rate swap contracts | — | | | 3 | | | — | | | (3) | |
Forward interest rate contracts | $ | — | | | $ | (1) | | | $ | — | | | $ | — | |
| | | | | | | |
| | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table summarizes the effect of derivative and non-derivative instruments designated as hedges in Other comprehensive income:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
Dollars in millions | 2024 | | 2023 | | | | |
Derivatives designated as cash flow hedges | | | | | | | |
Foreign exchange contracts gain/(loss): | | | | | | | |
Recognized in Other comprehensive (loss)/income | $ | 139 | | | $ | (7) | | | | | |
Reclassified to Cost of products sold | (45) | | | (120) | | | | | |
Cross-currency swap contracts gain/(loss): | | | | | | | |
Recognized in Other comprehensive (loss)/income | (16) | | | (6) | | | | | |
Reclassified to Other (income)/expense, net | 31 | | | (13) | | | | | |
Forward interest rate contract gain/(loss): | | | | | | | |
Recognized in Other comprehensive (loss)/income | 131 | | | — | | | | | |
Reclassified to Other (income)/expense, net | (1) | | | — | | | | | |
Derivatives designated as net investment hedges | | | | | | | |
Cross-currency swap contracts gain/(loss): | | | | | | | |
Recognized in Other comprehensive (loss)/income | 27 | | | 1 | | | | | |
Foreign exchange contracts gain/(loss): | | | | | | | |
Recognized in Other comprehensive (loss)/income | 23 | | | — | | | | | |
Non-derivatives designated as net investment hedges | | | | | | | |
Non-U.S. dollar borrowings gain/(loss): | | | | | | | |
Recognized in Other comprehensive (loss)/income | $ | — | | | $ | (10) | | | | | |
Note 10. FINANCING ARRANGEMENTS
Short-term debt obligations include:
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Commercial paper borrowings | $ | 2,991 | | | $ | — | |
Non-U.S. short-term debt obligations | 164 | | | 170 | |
Current portion of Long-term debt | 2,873 | | | 2,873 | |
Other | 162 | | | 76 | |
Total | $ | 6,190 | | | $ | 3,119 | |
BMS may issue a maximum of $7.0 billion of unsecured notes with maturities of not more than 365 days from the date of issuance under its commercial paper program. The weighted-average effective borrowing rate on the outstanding commercial paper borrowings was 5.38% as of March 31, 2024. In April 2024, $2.7 billion of commercial paper borrowings were repaid.
Long-term debt and the current portion of Long-term debt include:
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Principal value | $ | 51,854 | | | $ | 38,886 | |
Adjustments to principal value: | | | |
Fair value of interest rate swap contracts | (20) | | | (11) | |
Unamortized basis adjustment from swap terminations | 79 | | | 82 | |
Unamortized bond discounts and issuance costs | (412) | | | (303) | |
Unamortized purchase price adjustments of Celgene debt | 859 | | | 872 | |
Total | $ | 52,360 | | | $ | 39,526 | |
| | | |
Current portion of Long-term debt | $ | 2,873 | | | $ | 2,873 | |
Long-term debt | 49,487 | | | 36,653 | |
Total | $ | 52,360 | | | $ | 39,526 | |
The fair value of Long-term debt was $49.2 billion as of March 31, 2024 and $36.7 billion as of December 31, 2023 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.
During the three months ended March 31, 2024, BMS issued an aggregate principal amount of $13.0 billion of unsecured senior notes ("2024 Senior Unsecured Notes") with proceeds, net of discount and loan issuance costs, of $12.9 billion, consisting of:
| | | | | | | | |
| | Principal Amount (in millions) |
Floating rate notes due 2026(a) | | $ | 500 | |
4.950% Notes due 2026 | | 1,000 | |
4.900% Notes due 2027 | | 1,000 | |
4.900% Notes due 2029 | | 1,750 | |
5.100% Notes due 2031 | | 1,250 | |
5.200% Notes due 2034 | | 2,500 | |
5.500% Notes due 2044 | | 500 | |
5.550% Notes due 2054 | | 2,750 | |
5.650% Notes due 2064 | | 1,750 | |
Total | | $ | 13,000 | |
(a) As of March 31, 2024, floating rate equals SOFR+0.49%.
The Company used the net proceeds from this offering to partially fund the acquisitions of RayzeBio and Karuna (see "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information) and used the remaining net proceeds for general corporate purposes. In connection with the issuance of the 2024 Senior Unsecured Notes, the Company terminated the $10.0 billion 364-day senior unsecured delayed draw term loan facility, which was entered into in February 2024 to provide bridge financing for the RayzeBio and Karuna acquisitions.
During the three months ended March 31, 2023, $1.6 billion of debt matured and was repaid including $750 million of 2.750% Notes and $890 million of 3.250% Notes.
Interest payments were $308 million and $324 million for the three months ended March 31, 2024 and 2023, respectively, net of amounts related to interest rate swap contracts.
Credit Facilities
As of March 31, 2024, BMS had a five-year $5.0 billion revolving credit facility expiring in January 2029, extendable annually by one year with the consent of the lenders and a $2.0 billion 364-day revolving credit facility. The facilities provide for customary terms and conditions with no financial covenants and are used to provide backup liquidity for our commercial paper borrowings. No borrowings were outstanding under the revolving credit facilities as of March 31, 2024 and December 31, 2023.
Note 11. RECEIVABLES
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Trade receivables | $ | 9,448 | | | $ | 9,551 | |
Less: charge-backs and cash discounts | (598) | | | (646) | |
Less: allowance for expected credit loss | (24) | | | (23) | |
Net trade receivables | 8,826 | | | 8,882 | |
Alliance, royalties, VAT and other | 1,621 | | | 2,039 | |
Receivables | $ | 10,447 | | | $ | 10,921 | |
Non-U.S. receivables sold on a nonrecourse basis were $229 million and $239 million for the three months ended March 31, 2024 and 2023, respectively. Receivables from the three largest customers in the U.S. represented 72% of total trade receivables as of March 31, 2024 and December 31, 2023.
Note 12. INVENTORIES
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Finished goods | $ | 885 | | | $ | 663 | |
Work in process | 2,496 | | | 2,430 | |
Raw and packaging materials | 555 | | | 475 | |
Total inventories | $ | 3,936 | | | $ | 3,568 | |
| | | |
Inventories | $ | 2,985 | | | $ | 2,662 | |
Other non-current assets | 951 | | | 906 | |
Note 13. PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Land | $ | 162 | | | $ | 162 | |
Buildings | 6,546 | | | 6,495 | |
Machinery, equipment and fixtures | 3,772 | | | 3,717 | |
Construction in progress | 1,213 | | | 1,075 | |
Gross property, plant and equipment | 11,693 | | | 11,449 | |
Less accumulated depreciation | (4,943) | | | (4,803) | |
Property, plant and equipment | $ | 6,750 | | | $ | 6,646 | |
Depreciation expense was $155 million and $146 million for the three months ended March 31, 2024 and 2023, respectively.
Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amounts in Goodwill were as follows:
| | | | | | | |
Dollars in millions | | | |
Balance at December 31, 2023 | $ | 21,169 | | | |
Acquisitions (Note 4) | 580 | | | |
Currency translation and other adjustments | (11) | | | |
Balance at March 31, 2024 | $ | 21,738 | | | |
Other Intangible Assets
Other intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Estimated Useful Lives | | March 31, 2024 | | December 31, 2023 |
Dollars in millions | | Gross carrying amounts | | Accumulated amortization | | Other intangible assets, net | | Gross carrying amounts | | Accumulated amortization | | Other intangible assets, net |
| | | | | | | | | | | | | |
R&D technology(a) | 6 years | | $ | 1,980 | | | $ | (28) | | | $ | 1,952 | | | $ | — | | | $ | — | | | $ | — | |
Acquired marketed product rights(a) | 3 – 15 years | | 63,871 | | | (42,514) | | | 21,357 | | | 63,076 | | | (40,184) | | | 22,892 | |
Capitalized software | 3 – 10 years | | 1,545 | | | (1,059) | | | 486 | | | 1,497 | | | (1,027) | | | 470 | |
IPRD(a) | | | 8,965 | | | — | | | 8,965 | | | 3,710 | | | — | | | 3,710 | |
Total | | | $ | 76,361 | | | $ | (43,601) | | | $ | 32,760 | | | $ | 68,283 | | | $ | (41,211) | | | $ | 27,072 | |
(a) Includes assets acquired in connection with Mirati and RayzeBio acquisitions, as further described in "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements."
Amortization expense of Other intangible assets was $2.4 billion and $2.3 billion during the three months ended March 31, 2024 and 2023, respectively.
An IPRD impairment charge of $20 million was included in Research and development expenses during the three months ended March 31, 2023.
Note 15. SUPPLEMENTAL FINANCIAL INFORMATION
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Income taxes | $ | 3,205 | | | $ | 3,927 | |
Research and development | 796 | | | 723 | |
Contract assets | 408 | | | 416 | |
| | | |
Restricted cash(a) | 2 | | | 55 | |
Other | 1,156 | | | 786 | |
Other current assets | $ | 5,567 | | | $ | 5,907 | |
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Equity investments (Note 9) | $ | 1,859 | | | $ | 1,699 | |
Operating leases | 1,436 | | | 1,390 | |
Inventories | 951 | | | 906 | |
Pension and postretirement | 290 | | | 284 | |
Research and development | 407 | | | 413 | |
Restricted cash(a) | 2 | | | — | |
Receivables and convertible notes | 659 | | | 436 | |
Other | 420 | | | 242 | |
Other non-current assets | $ | 6,024 | | | $ | 5,370 | |
(a) Cash is restricted when withdrawal or general use is contractually or legally restricted. As of March 31, 2023, restricted cash of $53 million was included in Cash, cash equivalents and restricted cash in the consolidated statement of cash flows.
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Rebates and discounts | $ | 6,967 | | | $ | 7,680 | |
Income taxes | 1,487 | | | 1,371 | |
Karuna equity awards (Note 4) | 1,426 | | | — | |
Employee compensation and benefits | 611 | | | 1,291 | |
Research and development | 1,256 | | | 1,257 | |
Dividends | 1,216 | | | 1,213 | |
Interest | 546 | | | 349 | |
Royalties | 371 | | | 465 | |
Operating leases | 169 | | | 162 | |
| | | |
Other | 2,044 | | | 2,096 | |
Other current liabilities | $ | 16,093 | | | $ | 15,884 | |
| | | | | | | | | | | |
Dollars in millions | March 31, 2024 | | December 31, 2023 |
Income taxes | $ | 3,360 | | | $ | 3,288 | |
Pension and postretirement | 477 | | | 480 | |
|