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As Of Filer Filing For·On·As Docs:Size 2/13/24 Bristol-Myers Squibb Co. 10-K 12/31/23 148:22M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.75M
3: EX-10.BB Rsu Agreement With 5-Year Vesting Under the 2021 HTML 280K
Stock Award and Incentive Plan
4: EX-10.CC Rsu Agreement With 4-Year Vesting Under the 2021 HTML 284K
Stock Award and Incentive Plan
5: EX-10.DD Rsu Agreement With 3-Year Vesting Under the 2021 HTML 280K
Stock Award and Incentive Plan
6: EX-10.EE Rsu Agreement With 2-Year Vesting Under the 2021 HTML 274K
Stock Award and Incentive Plan
7: EX-10.FF Rsu Agreement With 1-Year Vesting Under the 2021 HTML 274K
Stock Award and Incentive Plan
8: EX-10.GG Msu Agreement Under the 2021 Stock Award and HTML 311K
Incentive Plan
2: EX-10.I Psu Award Agreement Under the 2021 Stock Award and HTML 319K
Incentive Plan
9: EX-19 Report Furnished to Security Holders HTML 84K
10: EX-21 Subsidiaries List HTML 147K
11: EX-23 Consent of Expert or Counsel HTML 38K
16: EX-97 Clawback Policy re: Recovery of Erroneously HTML 60K
Awarded Compensation
12: EX-31.A Certification -- §302 - SOA'02 HTML 43K
13: EX-31.B Certification -- §302 - SOA'02 HTML 43K
14: EX-32.A Certification -- §906 - SOA'02 HTML 40K
15: EX-32.B Certification -- §906 - SOA'02 HTML 40K
22: R1 Cover Page HTML 115K
23: R2 Audit Information HTML 44K
24: R3 Consolidated Statements of Earnings HTML 118K
25: R4 Consolidated Statements of Comprehensive Income HTML 81K
26: R5 Consolidated Balance Sheets HTML 165K
27: R6 Consolidated Balance Sheets (Parenthetical) HTML 62K
28: R7 Consolidated Statements of Cash Flows HTML 135K
29: R8 Accounting Policies and Recently Issued Accounting HTML 81K
Standards
30: R9 Revenue HTML 134K
31: R10 Alliances HTML 112K
32: R11 Acquisitions, Divestitures, Licensing and Other HTML 116K
Arrangements
33: R12 Other (Income)/Expense, Net HTML 68K
34: R13 Restructuring HTML 82K
35: R14 Income Taxes HTML 188K
36: R15 Earnings/(Loss) Per Share HTML 54K
37: R16 Financial Instruments and Fair Value Measurements HTML 179K
38: R17 Financing Arrangements HTML 117K
39: R18 Receivables HTML 61K
40: R19 Inventories HTML 49K
41: R20 Property, Plant and Equipment HTML 55K
42: R21 Leases HTML 73K
43: R22 Goodwill and Other Intangible Assets HTML 75K
44: R23 Supplemental Financial Information HTML 83K
45: R24 Equity HTML 200K
46: R25 Retirement Benefits HTML 151K
47: R26 Employee Stock Benefit Plans HTML 128K
48: R27 Legal Proceedings and Contingencies HTML 108K
49: R28 Pay vs Performance Disclosure HTML 51K
50: R29 Insider Trading Arrangements HTML 45K
51: R30 Accounting Policies and Recently Issued Accounting HTML 143K
Standards (Policies)
52: R31 Accounting Policies and Recently Issued Accounting HTML 49K
Standards (Tables)
53: R32 Revenue (Tables) HTML 126K
54: R33 Alliances (Tables) HTML 89K
55: R34 Acquisitions, Divestitures, Licensing and Other HTML 102K
Arrangements (Tables)
56: R35 Other (Income)/Expense, Net (Tables) HTML 62K
57: R36 Restructuring (Tables) HTML 82K
58: R37 Income Taxes (Tables) HTML 187K
59: R38 Earnings/(Loss) Per Share (Tables) HTML 54K
60: R39 Financial Instruments and Fair Value Measurements HTML 175K
(Tables)
61: R40 Financing Arrangements (Tables) HTML 113K
62: R41 Receivables (Tables) HTML 63K
63: R42 Inventories (Tables) HTML 50K
64: R43 Property, Plant and Equipment (Tables) HTML 54K
65: R44 Leases (Tables) HTML 73K
66: R45 Goodwill and Other Intangible Assets (Tables) HTML 74K
67: R46 Supplemental Financial Information (Tables) HTML 88K
68: R47 Equity (Tables) HTML 198K
69: R48 Retirement Benefits (Tables) HTML 147K
70: R49 Employee Stock Benefit Plans (Tables) HTML 125K
71: R50 ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING HTML 80K
STANDARDS - Narrative (Details)
72: R51 ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING HTML 47K
STANDARDS - Acquired IPRD By Type of Transaction
(Details)
73: R52 REVENUE - Disaggregation of Revenue (Details) HTML 55K
74: R53 REVENUE - Narrative (Details) HTML 48K
75: R54 REVENUE - Schedule of Revenue by Major Customers HTML 50K
(Details)
76: R55 REVENUE - Reconciliation of Gross Product Sales to HTML 62K
Net Product Sales (Details)
77: R56 REVENUE - Disaggregation of Revenue by Product and HTML 102K
Region (Details)
78: R57 ALLIANCES - Financial Information Pertaining to HTML 79K
Alliances (Total) (Details)
79: R58 ALLIANCES - Financial Information Pertaining to HTML 46K
Alliances (SystImmune) (Details)
80: R59 ALLIANCES - Financial Information Pertaining to HTML 84K
Alliances (Pfizer) (Details)
81: R60 ALLIANCES - Financial Information Pertaining to HTML 72K
Alliances (Ono) (Details)
82: R61 ALLIANCES - Financial Information Pertaining to HTML 44K
Alliances (BridgeBio) (Details)
83: R62 ALLIANCES - Financial Information Pertaining to HTML 61K
Alliances (2Seventy Bio) (Details)
84: R63 ALLIANCES - Financial Information Pertaining to HTML 45K
Alliances (Eisai) (Details)
85: R64 ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER HTML 156K
ARRANGEMENTS - Narrative (Details)
86: R65 ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER HTML 54K
ARRANGEMENTS - Schedule of Consideration
Transferred (Details)
87: R66 ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER HTML 71K
ARRANGEMENTS - Schedule of Recognized Identified
Assets Acquired and Liabilities Assumed (Details)
88: R67 ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER HTML 55K
ARRANGEMENTS - Divestitures (Details)
89: R68 ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER HTML 59K
ARRANGEMENTS - Licensing and Other Arrangements
(Details)
90: R69 Other (INCOME)/EXPENSE, NET - Schedule Of Other HTML 69K
Income Expense (Details)
91: R70 Other (INCOME)/EXPENSE, NET - Narrative (Details) HTML 74K
92: R71 RESTRUCTURING - Narrative (Details) HTML 49K
93: R72 RESTRUCTURING - Schedule of Restructuring and HTML 73K
Related Costs (Details)
94: R73 RESTRUCTURING - Schedule of Restructuring Reserve HTML 50K
by Type of Cost (Details)
95: R74 INCOME TAXES - Schedule of Provision for Income HTML 61K
Taxes (Details)
96: R75 INCOME TAXES - Schedule of Effective Income Tax HTML 120K
Rate Reconciliation (Details)
97: R76 INCOME TAXES - Narrative (Details) HTML 84K
98: R77 INCOME TAXES - Schedule of Deferred Tax Assets and HTML 77K
Liabilities (Details)
99: R78 INCOME TAXES - Summary of Valuation Allowance HTML 55K
(Details)
100: R79 INCOME TAXES - Summary of Income Tax Contingencies HTML 59K
(Details)
101: R80 INCOME TAXES - Summary of Income Tax Examinations HTML 47K
(Details)
102: R81 Earnings/(Loss) Per Share (Details) HTML 73K
103: R82 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 107K
- Schedule of Financial Assets and Liabilities
Measured at Fair Value (Details)
104: R83 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 48K
- Summary of Equity Investments Carrying Amount
(Details)
105: R84 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 57K
- Schedule of Equity Investments (Details)
106: R85 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 71K
- Narrative (Details)
107: R86 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 97K
- Schedule of Derivatives and Fair Value (Details)
108: R87 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 53K
- Derivative Instruments, Gain (Loss) (Details)
109: R88 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 74K
- Gain/(Loss) on Hedging Activity (Details)
110: R89 FINANCING ARRANGEMENTS - Short-Term Debt (Details) HTML 48K
111: R90 FINANCING ARRANGEMENTS - Long-Term Debt (Details) HTML 177K
112: R91 FINANCING ARRANGEMENTS - Narrative (Details) HTML 122K
113: R92 RECEIVABLES - Schedule of Accounts, Notes, Loans HTML 52K
and Financing Receivable (Details)
114: R93 RECEIVABLES - Additional Information (Details) HTML 46K
115: R94 RECEIVABLES - Receivables Allowance (Details) HTML 50K
116: R95 Inventories (Details) HTML 57K
117: R96 Property, Plant and Equipment (Details) HTML 62K
118: R97 LEASES - Narrative (Details) HTML 62K
119: R98 LEASES - Summary of Components of Lease Expense HTML 50K
(Details)
120: R99 LEASES - Balance Sheet Information Related to HTML 53K
Leases (Details)
121: R100 LEASES - Summary of Operating Lease Maturity HTML 58K
(Details)
122: R101 LEASES - Supplemental Balance Sheet Information HTML 43K
Related To Leases (Details)
123: R102 GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of HTML 50K
Goodwill (Details)
124: R103 GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of HTML 76K
Intangible Assets (Details)
125: R104 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 83K
(Details)
126: R105 SUPPLEMENTAL FINANCIAL INFORMATION - Other Current HTML 53K
Assets (Details)
127: R106 SUPPLEMENTAL FINANCIAL INFORMATION - Other HTML 58K
Non-Current Assets (Details)
128: R107 SUPPLEMENTAL FINANCIAL INFORMATION - Other Current HTML 59K
Liabilities (Details)
129: R108 SUPPLEMENTAL FINANCIAL INFORMATION - Other HTML 54K
Non-Current Liabilities (Details)
130: R109 EQUITY - Schedule of Stockholders Equity (Details) HTML 106K
131: R110 EQUITY - Narrative (Details) HTML 60K
132: R111 EQUITY - Schedule of Comprehensive Income (Loss) HTML 128K
(Details)
133: R112 EQUITY - Schedule of Accumulated Other HTML 55K
Comprehensive Income (Loss) (Details)
134: R113 RETIREMENT BENEFITS - Narrative (Details) HTML 64K
135: R114 RETIREMENT BENEFITS - Schedule Of Defined Benefit HTML 100K
Obligations And Assets (Details)
136: R115 RETIREMENT BENEFITS - Schedule Of Accumulated And HTML 51K
Projected Benefit Obligation In Excess Of Fair
Value Of Plan Assets (Details)
137: R116 RETIREMENT BENEFITS - Actuarial Assumptions HTML 57K
(Details)
138: R117 RETIREMENT BENEFITS - Fair Value of Pension Plan HTML 100K
Assets by Asset Category (Details)
139: R118 EMPLOYEE STOCK BENEFIT PLANS - Narrative (Details) HTML 79K
140: R119 EMPLOYEE STOCK BENEFIT PLANS - Stock Based HTML 63K
Compensation Expense (Details)
141: R120 EMPLOYEE STOCK BENEFIT PLANS - Summary of Stock HTML 135K
Compensation Activity (Details)
142: R121 EMPLOYEE STOCK BENEFIT PLANS - Summary of HTML 80K
Significant Outstanding and Exercisable Options
(Details)
143: R122 Legal Proceedings and Contingencies (Details) HTML 115K
145: XML IDEA XML File -- Filing Summary XML 262K
148: XML XBRL Instance -- bmy-20231231_htm XML 4.95M
144: EXCEL IDEA Workbook of Financial Report Info XLSX 310K
18: EX-101.CAL XBRL Calculations -- bmy-20231231_cal XML 463K
19: EX-101.DEF XBRL Definitions -- bmy-20231231_def XML 1.47M
20: EX-101.LAB XBRL Labels -- bmy-20231231_lab XML 3.66M
21: EX-101.PRE XBRL Presentations -- bmy-20231231_pre XML 2.23M
17: EX-101.SCH XBRL Schema -- bmy-20231231 XSD 362K
146: JSON XBRL Instance as JSON Data -- MetaLinks 943± 1.42M
147: ZIP XBRL Zipped Folder -- 0000014272-24-000044-xbrl Zip 1.39M
| Document |
| PURPOSE | ||
To provide the Bristol-Myers Squibb Company (BMS) principles and expectations to prevent the illegal trading of Securities based on Material
Non-Public Information (or “Insider Trading”) and other restrictions on trading of Securities. | ||
| SCOPE | ||
In scope This SOP applies to all directors, officers and employees of BMS and its subsidiaries. BMS may also determine that other persons should be subject to this SOP, such as contractors or consultants (“Non-BMS Entities”). who have access to Material Non-Public Information. This SOP also applies to
family members, other members of a person’s household and entities controlled by a person covered by this SOP, as described below. Transactions by Family Members and Others This SOP applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Securities (collectively referred to as “Family Members”).
You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Securities, and you should treat all such transactions for the purposes of this SOP and applicable securities laws as if the transactions were for your own account. This SOP does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members. Transactions by Entities That You Influence or Control This SOP applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”), and
transactions by these Controlled Entities should be treated for the purposes of this SOP and applicable securities laws as if they were for your own account. The restrictions noted in this SOP will continue to apply in certain instances after employment or the Non-BMS Entity arrangement with BMS is terminated. For example, if you become aware of any Material Non-Public Information prior to your departure, you are restricted from trading in the Company’s shares until such information is publicly disclosed. Additionally, if you are an Executive Officer, you are still subject to the Securities and Exchange Commission’s: (A) Form 144 electronic filing requirements for up to ninety (90) days after your departure, and (B) Section 16 short-swing profit rules for up to six (6) months from your departure. Any company
blackout period (quarterly or special) you are subject to will automatically be removed from your Fidelity account within approximately seven (7) days after your departure. Please reach out to the Law Department if you have any questions on these items. | ||
BMS-SOP-5k.v2 BMS Internal Page 1 of 7| GUIDING PRINCIPLES | ||
Principle 1: No Insider Trading BMS prohibits trading in the Securities of any company, including BMS, while in possession of Material Non-Public information about such company, as well as passing on Material Non-Public information to others who trade on that information. Both of these activities constitute illegal “Insider Trading,” regardless of where they occur. BMS restricts other types of Securities trading in order to reduce potential risk to BMS and its employees. Requirements | ||
BMS-SOP-5k.v2 BMS Internal Page 2 of 7BMS-SOP-5k.v2 BMS Internal Page 3 of 7BMS-SOP-5k.v2 BMS
Internal Page 4 of 7BMS-SOP-5k.v2 BMS Internal Page 5 of 7| DEFINITIONS | |||||
| Defined term | Definition | ||||
| Covered Person | All executives who are Vice President or higher and all employees who have been identified as having nonpublic information about the company’s earnings are subject to the quarterly stock trading restriction periods. | ||||
| Executive Officer | Any executive of Bristol-Myers Squibb Company or its subsidiaries that is subject to the reporting requirements of Section 16 of the U.S. Securities Exchange Act of 1934. | ||||
| Material Non-Public Information | Information
that is: (1) Material, i.e., a reasonable investor would consider the information important in making an investment decision or would view as having significantly altered the total mix of information available. Common examples of material information includes, but are not limited to: earnings information or projections, receipt or loss of a significant contract, changes in dividend policies or the declaration of a stock split, mergers and acquisitions, significant new products or product development milestones (such as major clinical trial results or FDA approvals), and the initiation or termination of a material litigation matter or government investigation. AND (2) Non-public, i.e., the information has not been disseminated in a manner making it
generally available to the public. Information may be made available to the public, for example, through disclosure in a company’s annual, quarterly or current reports filed with the SEC, inclusion in a broadly disseminated press release, or otherwise publicly disclosed as contemplated by SEC Regulation Fair Disclosure where investors or the public have not had a reasonable period of time to react to the information. | ||||
| Restricted Company | Any company with a 30-day average total market capitalization at or below $5 billion within the pharmaceutical, biotechnological, medical device or medical diagnostic industries (or any related industries) that is a collaboration partner of BMS. Restricted Company List | ||||
| Securities | Broadly defined to include common and preferred stock, options, bonds, notes, warrants and other equity, debt and derivative instruments, security-based swaps. | ||||
BMS-SOP-5k.v2 BMS Internal Page 6 of 7| DOCUMENT HISTORY | |||||||||||||||||
| Effective date | See Signature Manifestation Page | Version | 2 | Author | Lisa A. Atkins, Assistant General Counsel & Assistant Corporate Secretary, Corporate Governance & Securities | ||||||||||||
| Description of changes | |||||||||||||||||
Document updated as part of the Company’s periodic review of SOPs, and to reflect recent changes to the Securities and Exchange Commission’s regulations. Among other things,
the SOP was updated to: • further refine the scope of individuals and entities covered by the SOP. •expand the language in the “Pre-Clearance of Stock Transactions” and “Rule 10b5-1 Trading Plans” sections. •include two new sections: “Transactions under Company Plan” and “Transactions Not Involving a Purchase or Sale.” •Updated the Document History in Version 1 to correct the author and approver titles. | |||||||||||||||||
| Approvers | Kimberly Jablonski, Senior Vice President and Corporate Secretary, Corporate Governance & Securities Sandra
Leung, EVP & General Counsel | ||||||||||||||||
| Effective date | 30-MAR-2017 | Version | 1 | Author | Lisa A. Atkins, Senior Counsel, Corporate Governance & Securities | ||||||||||||
| Description of changes | |||||||||||||||||
First version. Converted to a principles-based procedural document, replacing BMS-CP-007, Securities Trading. | |||||||||||||||||
| Approvers | Katherine
Kelly, Vice President and Corporate Secretary, Corporate Governance & Securities Sandra Leung, EVP & General Counsel | ||||||||||||||||
BMS-SOP-5k.v2 BMS Internal Page 7 of 7As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Bristol-Myers Squibb Co. 424B5 2:1.2M Broadridge Fin’l So… Inc |