Item 16. FORM 10-K SUMMARY.
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Item 16. FORM 10-K SUMMARY.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BRISTOL-MYERS SQUIBB COMPANY (Registrant) | ||||||||
| By | /s/ GIOVANNI CAFORIO, M.D. | |||||||
| Giovanni Caforio, M.D. | ||||||||
| Chairman of the Board and Chief Executive Officer | ||||||||
| Date: February 9, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ GIOVANNI CAFORIO, M.D. | Chairman of the Board and Chief Executive Officer | February 9, 2022 | ||||||||||||
| (Giovanni Caforio, M.D.) | (Principal Executive Officer) | |||||||||||||
| /s/ DAVID V. ELKINS | Chief Financial Officer | February 9, 2022 | ||||||||||||
| (David V. Elkins) | (Principal Financial Officer) | |||||||||||||
| /s/ KAREN SANTIAGO | Senior Vice President and Corporate Controller | February 9, 2022 | ||||||||||||
| (Karen Santiago) | (Principal Accounting Officer) | |||||||||||||
| /s/ PETER J. ARDUINI | Director | February 9, 2022 | ||||||||||||
| (Peter J. Arduini) | ||||||||||||||
| /s/ JULIA A. HALLER, M.D. | Director | February 9, 2022 | ||||||||||||
| (Julia A. Haller, M.D.) | ||||||||||||||
| /s/ MANUEL HIDALGO MEDINA, M.D., Ph.D. | Director | February 9, 2022 | ||||||||||||
| (Manuel Hidalgo Medina, M.D., Ph.D.) | ||||||||||||||
| /s/ PAULA A. PRICE | Director | February 9, 2022 | ||||||||||||
| (Paula A. Price) | ||||||||||||||
| /s/ DERICA W. RICE | Director | February 9, 2022 | ||||||||||||
| (Derica W. Rice) | ||||||||||||||
| /s/ THEODORE R. SAMUELS | Director | February 9, 2022 | ||||||||||||
| (Theodore R. Samuels) | ||||||||||||||
| /s/ GERALD L. STORCH | Director | February 9, 2022 | ||||||||||||
| (Gerald L. Storch) | ||||||||||||||
| /s/ KAREN H. VOUSDEN, PH.D. | Director | February 9, 2022 | ||||||||||||
| (Karen H. Vousden, Ph.D.) | ||||||||||||||
| /s/ PHYLLIS R. YALE | Director | February 9, 2022 | ||||||||||||
| (Phyllis R. Yale) |
SUMMARY OF ABBREVIATED TERMS
Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol Myers Squibb, BMS, the Company, we, our or us in this 2021 Form 10-K, unless the context otherwise indicates. Throughout this 2021 Form 10-K, we have used terms which are defined below:
| 2021 Form 10-K | Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | MCOs | Managed Care Organizations | ||||||||
| AbbVie | AbbVie Inc. | MDL | multi-district litigation | ||||||||
| Agenus | Agenus Inc. | MDS | myelodysplastic syndromes | ||||||||
| ALL | acute lymphoblastic leukemia | Mead Johnson | Mead Johnson Nutrition Company | ||||||||
| Amgen | Amgen Inc. | Merck | Merck & Co., Inc. | ||||||||
| Amylin | Amylin Pharmaceuticals, Inc. | MF | myelofibrosis | ||||||||
| aNDA | abbreviated New Drug Application | MPM | Malignant Pleural Mesothelioma | ||||||||
| AstraZeneca | AstraZeneca PLC | MSI-H | high microsatellite instability | ||||||||
| BCMA | B-cell maturation antigen | MyoKardia | MyoKardia, Inc. | ||||||||
| Biogen | Biogen, Inc. | NASH | Non alcoholic steatohepatitis | ||||||||
| BLA | Biologics License Application | NAV | net asset value | ||||||||
| CERCLA | U.S. Comprehensive Environmental Response, Compensation and Liability Act | Nektar | Nektar Therapeutics | ||||||||
| Celgene | Celgene Corporation | NDA | New Drug Application | ||||||||
| cGMP | current Good Manufacturing Practices | NKT | natural killer T | ||||||||
| CML | chronic myeloid leukemia | NLRP3 | NACHT, LRR and PYD domains-containing protein 3 | ||||||||
| CPPIB | CPPIB Credit Europe S.A.R.L., a Luxembourg private limited liability company | Novartis | Novartis Pharmaceutical Corporation | ||||||||
| CRC | colorectal cancer | NSCLC | non-small cell lung cancer | ||||||||
| DSA | Distribution Services Agreement | NVAF | non-valvular atrial fibrillation | ||||||||
| EC | European Commission | OECD | Organisation for Economic Co-operation and Development | ||||||||
| EGFR | estimated glomerular filtration rate | OIG | Office of Inspector General of the U.S. Department of Health and Human Services | ||||||||
| Eisai | Eisai Co., Ltd. | Ono | Ono Pharmaceutical Co., Ltd. | ||||||||
| EMA | European Medicines Agency | OTC | Over-the-counter | ||||||||
| EPO | European Patent Office | Otsuka | Otsuka Pharmaceutical Co., Ltd. | ||||||||
| EPS | earnings per share | PBMs | Pharmacy Benefit Managers | ||||||||
| ERISA | Employee Retirement Income Security Act of 1974 | PD-1 | programmed death receptor-1 | ||||||||
| ESA | erythoropoiesis-stimulating agent | PDMA | Prescription Drug Marketing Act | ||||||||
| ESCC | esophageal squamous cell carcinoma | PDUFA | Prescription Drug User Fee Act | ||||||||
| EU | European Union | Pfizer | Pfizer, Inc. | ||||||||
| FASB | Financial Accounting Standards Board | PhRMA Code | Pharmaceutical Research and Manufacturers of America’s Professional Practices Code | ||||||||
| FCPA | Foreign Corrupt Practices Act | PRP | potentially responsible party | ||||||||
| FDA | U.S. Food and Drug Administration | PsA | psoriatic arthritis | ||||||||
| FL | follicular lymphoma | R&D | research and development | ||||||||
| GAAP | U.S. generally accepted accounting principles | RA | rheumatoid arthritis | ||||||||
| GBM | glioblastoma multiforme | RCC | renal cell carcinoma | ||||||||
| Gilead | Gilead Sciences, Inc. | REMS | Risk Evaluation and Mitigation Strategy | ||||||||
| GILTI | global intangible low taxed income | Roche | Roche Holding AG | ||||||||
| GlaxoSmithKline | GlaxoSmithKline PLC | RRMM | relapsed/refractory multiple myeloma | ||||||||
| GTN | gross-to-net | RS | ring sideroblast | ||||||||
| Halozyme | Halozyme Therapeutics, Inc. | Sanofi | Sanofi S.A. | ||||||||
| HCC | Hepatocellular carcinoma | sBLA | supplemental Biologics License Application | ||||||||
| HIV | human immunodeficiency virus | SCCHN | squamous cell carcinoma of the head and neck | ||||||||
| HR 3590 | The Patient Protection and Affordable Care Act | SCLC | small cell lung cancer | ||||||||
| ImClone | ImClone Systems Incorporated | SEC | U.S. Securities and Exchange Commission | ||||||||
| Immatics | Immatics N.V. | STING | stimulator of interferon genes | ||||||||
| IO | Immuno-Oncology | the 2012 Plan | The 2012 Stock Award and Incentive Plan | ||||||||
| IPF | idiopathic pulmonary fibrosis | the Act | the Tax Cuts and Jobs Act of 2017 | ||||||||
| IPRD | in-process research and development | U.S. | United States | ||||||||
| JIA | Juvenile Idiopathic Arthritis | UK | United Kingdom | ||||||||
| LOE | loss of exclusivity | VAT | value added tax | ||||||||
| MAA | Marketing Authorization Application | VTE | venous thromboembolic | ||||||||
| LIBOR | London Interbank Offered Rate | WTO | World Trade Organization | ||||||||
| Lilly | Eli Lilly and Company |
EXHIBIT INDEX
The Exhibits listed below are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K. The Exhibits designated by the symbol ‡‡ are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15. The symbol ‡ in the Page column indicates that the Exhibit has been previously filed with the Commission and is incorporated herein by reference. Unless otherwise indicated, all Exhibits are part of Commission File Number 1-1136.
| ‡‡10hh. | Squibb Corporation Supplementary Pension Plan, as amended (as previously amended and restated, incorporated herein by reference to Exhibit 19g to the Form 10-K for the fiscal year ended December 31, 1991; as amended as of September 14, 1993, and incorporated herein by reference to Exhibit 10g to the Form 10-K for the fiscal year ended December 31, 1993). | ‡ | ||||||||||||
| ‡‡10ii. | Senior Executive Severance Plan, effective as of April 26, 2007 and as amended and restated effective as of January 1, 2021 (incorporated herein by reference to Exhibit 10ww to the Form 10-K for the fiscal year ended December 31, 2020). | ‡ | ||||||||||||
| ‡‡10jj. | Form of Agreement entered into between the Registrant and each of the named executive officers and certain other executives effective January 1, 2016 (incorporated by reference to Exhibit 10kk to the Form 10-K for the fiscal year ended December 31, 2015). | ‡ | ||||||||||||
| ‡‡10kk. | Bristol-Myers Squibb Company Retirement Income Plan for Non-Employee Directors, as amended March 5, 1996 (incorporated herein by reference to Exhibit 10k to the Form 10-K for the fiscal year ended December 31, 1996). | ‡ | ||||||||||||
| ‡‡10ll. | Bristol-Myers Squibb Company 1987 Deferred Compensation Plan for Non-Employee Directors, as amended and restated June 13, 2019 (incorporated herein by reference to Exhibit 10e to the Form 10-Q for quarterly period ended September 30, 2019). | ‡ | ||||||||||||
| ‡‡10mm. | Bristol-Myers Squibb Company Non-Employee Directors’ Stock Option Plan, as amended (as approved by the Stockholders on May 1, 1990, incorporated herein by reference to Exhibit 28 to Registration Statement No. 33-38587 on Form S-8; as amended May 7, 1991, incorporated herein by reference to Exhibit 19c to the Form 10-K for the fiscal year ended December 31, 1991), as amended January 12, 1999 (incorporated herein by reference to Exhibit 10m to the Form 10-K for the fiscal year ended December 31, 1998). | ‡ | ||||||||||||
| ‡‡10nn. | Bristol-Myers Squibb Company Non-Employee Directors’ Stock Option Plan, as amended (as approved by the Stockholders on May 2, 2000, incorporated herein by reference to Exhibit A to the 2000 Proxy Statement dated March 20, 2000). | ‡ | ||||||||||||
| ‡‡10oo. | Squibb Corporation Deferral Plan for Fees of Outside Directors, as amended (as adopted, incorporated herein by reference to Exhibit 10e Squibb Corporation 1991 Form 10-K for the fiscal year ended December 31, 1987, File No. 1-5514; as amended effective December 31, 1991 incorporated herein by reference to Exhibit 10m to the Form 10-K for the fiscal year ended December 31, 1992). | ‡ | ||||||||||||
| ‡‡10pp. | Bristol-Myers Squibb Company 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form S-8 filed on November 25, 2019). | ‡ | ||||||||||||
| ‡‡10qq. | Bristol-Myers Squibb Company 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the registration statement on Form S-8 filed on November 25, 2019). | ‡ | ||||||||||||
| ‡‡10rr. | Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit B to Bristol Myers-Squibb Company’s Definitive Proxy Statement filed on March 25, 2021) | ‡ | ||||||||||||
| ‡‡10ss. | Letter Agreement between Bristol-Myers Squibb Company and Dr. Thomas J. Lynch, Jr., dated as of June 4, 2019 (incorporated herein by reference to Exhibit 10e to the Form 10-Q for the quarterly period ended June 30, 2019). | ‡ | ||||||||||||
| ‡‡10tt. | Letter Agreement between Bristol-Myers Squibb Company and Mr. David Elkins, dated as of May 30, 2019 (incorporated herein by reference to Exhibit 10iii to the Form 10-K for the fiscal year ended December 31, 2019). | ‡ | ||||||||||||
| 21 | Subsidiaries of the Registrant (filed herewith). | E-21-1 | ||||||||||||
| 23 | Consent of Deloitte & Touche LLP (filed herewith). | E-23-1 | ||||||||||||
| 31a. | Section 302 Certification Letter (filed herewith). | E-31-1 | ||||||||||||
| 31b. | Section 302 Certification Letter (filed herewith). | E-31-2 | ||||||||||||
| 32a. | Section 906 Certification Letter (filed herewith). | E-32-1 | ||||||||||||
| 32b. | Section 906 Certification Letter (filed herewith). | E-32-2 | ||||||||||||
| 101 | The following financial statements from the Bristol-Myers Squibb Company Annual Report on Form 10-K for the years ended December 31, 2021, 2020 and 2019, formatted in Inline Extensible Business Reporting Language (XBRL): (i) consolidated statements of earnings, (ii) consolidated statements of comprehensive (loss)/income, (iii) consolidated balance sheets, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements. | |||||||||||||
| 104. | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL. |
| † | Confidential treatment has been granted for certain portions which are omitted in the copy of the exhibit electronically filed with the Commission. |
| * | Indicates, in this 2021 Form 10-K, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Abilify is a trademark of Otsuka Pharmaceutical Co., Ltd.; Atripla is a trademark of Gilead Sciences, LLC; Avapro/Avalide (known in the EU as Aprovel/Karvea) and Plavix are trademarks of Sanofi; Byetta is a trademark of Amylin Pharmaceuticals, LLC; CABOMETYX is a trademark of Exelixis, Inc.; Erbitux is a trademark of ImClone LLC; Farxiga and Onglyza are trademarks of AstraZeneca AB; Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck Sharp & Dohme Corp.; Otezla is a trademark of Amgen Inc.; Tecentriq is a trademark of Genetech, Inc.; and Yescarta is a trademark of Kite Pharma, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries. |
Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.