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U.S. Securities and Exchange Commission

U.S. Securities and Exchange Commission

Litigation Release No. 18820 / August 4, 2004

Accounting and Auditing Enforcement Release No. 2075 / August 4, 2004

Securities and Exchange Commission v. Bristol-Myers Squibb Company, Civil Action No. 04-3680 (D.N.J.) (Filed Aug. 4, 2004) (Hochberg, J.)

The Securities and Exchange Commission today announced the filing of a settled civil fraud action in the United States District Court for the District of New Jersey against Bristol-Myers Squibb Company ("Bristol-Myers").

The Commission's Complaint alleges that, from the first quarter of 2000 through the fourth quarter of 2001, Bristol-Myers engaged in a fraudulent scheme to overstate its sales and earnings in order to create the false appearance that the Company had met or exceeded financial projections set by the Company's officers ("targets") and earnings estimates established by Wall Street securities analysts. Bristol-Myers inflated its results primarily by: (1) stuffing its distribution channels with excess inventory near the end of every quarter in amounts sufficient to meet sales and earnings targets set by officers ("channel-stuffing"); and (2) improperly recognizing about $1.5 billion in revenue from consignment-like sales associated with the channel-stuffing in violation of generally accepted accounting principles ("GAAP"). When Bristol-Myers' results fell short of the Wall Street analysts' earnings estimates, the Company used improper accounting, including "cookie jar" reserves, to further inflate its earnings. At no time during 2000 or 2001, did Bristol-Myers disclose that: (1) it was artificially inflating its results through channel-stuffing; (2) channel-stuffing was contributing to a buildup in wholesaler inventory levels; (3) the buildup in wholesaler inventory posed a risk to Bristol-Myers' future sales and earnings; or (4) the Company was using improper accounting, including "cookie jar" reserves, to further inflate its results. In March 2003, Bristol-Myers restated its prior financial statements and disclosed its channel-stuffing activities and improper accounting.

Simultaneous with the filing of the Commission's Complaint, Bristol-Myers consented, without admitting or denying the allegations in the Commission's Complaint, to the following relief:

  • a permanent injunction against future violations of certain antifraud, reporting, books and records and internal controls provisions of the federal securities laws.

  • monetary remedies for the benefit of shareholders, including a civil penalty of $100 million plus a $50 million shareholder fund.

  • various remedial undertakings, including the appointment of an independent advisor to review Bristol-Myers' accounting practices and internal control systems and periodically assess the status of remedial actions undertaken or planned by the Company in those and other areas, such as financial reporting.

The Commission's investigation is continuing. The Commission acknowledges the assistance and cooperation of the United States Attorney's Office for the District of New Jersey and the Federal Bureau of Investigation in this matter.

SEC Complaint in this matter



Modified: 08/05/2004