8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report: March 15, 2004

Date of earliest event reported: March 15, 2004

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-1136	22-079-0350
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification Number)

345 Park Avenue

New York, NY 10154

(Address of principal executive office)

Registrant’s telephone number, including area code: (212) 546-4000

ITEM 5. OTHER EVENTS.

On March 15, 2004, Bristol-Myers Squibb Company issued a press release, a copy of which is attached as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business to be Acquired: Not Applicable.

(b) Pro Forma Financial Information: Not Applicable.

(c) Exhibits

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated March 15, 2004 of Bristol-Myers Squibb Company.
99.2	Certain supplemental information not included in the press release.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Bristol-Myers Squibb Company,
By:	/s/ SANDRA LEUNG
Name:	Sandra Leung
Title:	Secretary

Date: March 15, 2004

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release dated March 15, 2004 of Bristol-Myers Squibb Company.
99.2	Certain supplemental information not included in the press release.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:	Tracy Furey	John Elicker
	Corporate Affairs	Investor Relations
	(609) 252-3208	(212) 546-3775
	Bonnie Jacobs	Susan Walser
	Corporate Affairs	Investor Relations
	(609) 252-4089	(212) 546-4631

BRISTOL-MYERS SQUIBB FILES 2003 FORM 10-K

(NEW YORK, NEW YORK, March 15, 2004) – Bristol-Myers Squibb Company (NYSE: BMY) announced today that it filed its 2003 Form 10-K including its restated prior periods financial results. On January 29, 2004, the Company stated in its fourth quarter 2003 earnings release that throughout 2003 the Company recorded various charges and adjustments to correct accounting errors relating to prior periods. Although the Company believes many of these errors could be considered to be not material, the Company has decided to restate based on their cumulative impact. The restatement includes adjustments to reflect those items in the correct accounting periods and adjustments to correct certain classification errors in prior periods.

After the restatement, the Company reported net earnings of $506 million on sales of $5.7 billion for the fourth quarter of 2003 as compared to previously disclosed net earnings of $429 million on sales of $5.6 billion. Reported fully diluted earnings per share for the quarter were $.26 as compared to previously disclosed $.22. Reported net earnings for the full year 2003 were $3,106 million on sales of $20.9 billion as compared

to previously disclosed net earnings of $2,952 million on sales of $20.7 billion. Reported fully diluted earnings per share for the full year 2003 were $1.59 as compared to previously disclosed $1.51.

The effect of the adjustments reflected in the restatement on earnings per share for each of the four years ended December 31, 2002 and for the nine months ended September 30, 2003 is set forth below.

RESTATEMENT PER SHARE IMPACT

	Year ended December 31,										Nine months ended September 30, 2003
	1999		2000			2001			2002
Diluted Net Earnings Per Share	$	.12	$	(.07	)	$	(.09	)	$	.03	$	.04

Appendix 1 presents the Company’s earnings results on a condensed basis as previously disclosed and as reported for the year ended December 31, 2003 and the quarter ended December 31, 2003. Appendix 2 presents the impact of the restatement on the Company’s previously reported results on a condensed basis for 2002 and 2001.

The restatement corrects the classification of certain highly liquid investments as marketable securities instead of cash and cash equivalents. The amount of these investments now classified as marketable securities on the balance sheet (instead of as cash) at December 31, 2001 and 2002, and at September 30, 2003, was approximately $0.9 billion, $1.6 billion and $2.3 billion, respectively. In addition, certain amounts have been reclassified from “Other expense, net,” to the appropriate expense item in the “Statement of Earnings,” with no overall impact on net earnings for any of the periods presented. In connection with the restatement, the Company determined that certain inappropriate adjustments to tax items, including adjustments for contingency reserves made prior to 2000 for the improper purpose of recording a provision for income taxes consistent with the Company’s projected effective tax rate, may have been reflected in the errors corrected in the restatement.

The 2003 Form 10-K filed today includes the Company’s restated 2001 and 2002 Consolidated Statement of Earnings and December 31, 2002 Consolidated Balance Sheet¹.

The Company has continued to identify and implement actions to improve the effectiveness of its disclosure controls and procedures and internal controls over financial reporting. These actions led to the Company identifying many of the items in the restatement. The Company’s efforts to strengthen its financial and internal controls continue.

The Company also notes that it revised previously disclosed fourth quarter and full year 2003 earnings to reflect additional charges of $29 million. These charges are already reflected in the fourth quarter results discussed above. This increase primarily relates to an increase in the litigation reserve for wholesaler inventory issues from $125 million to $150 million to reflect a change in the Company’s estimate of the minimum expected probable loss in connection with this matter. A reconciliation of these items and other changes in the amounts of prior period errors previously disclosed in our earnings release for 2003 fourth quarter and full year, is posted on the Company’s website at www.bms.com.

Bristol-Myers Squibb is a global pharmaceutical and related health care products company whose mission is to extend and enhance human life.

# # #

Company and Conference Call Information

There will be a conference call on March 15, 2004 at 9:00 AM (EST) during which Andrew Bonfield, chief financial officer, will address inquiries from investors and analysts. Investors and the general public are invited to listen to a live webcast of the call at http://www.bms.com/ir or by dialing 913-981-4910. Materials related to the call will be available at the same Web site prior to the call.

¹ For a discussion of the restatement see “Item 7. Management’s Discussion and Analysis of Financial Condition” and “Note 2 — Restatement of Previously Issued Financial Statements for Years Ended December 31, 2002 and 2001” included in the Company’s 2003 10-K. Restated Form 10-Qs for 2003 will be filed shortly.

Exhibit 1

Bristol-Myers Squibb Company

Reported Earnings on a Condensed Basis for

Year and Three Months ended December 31, 2003

(dollars in millions, except earnings per share)

	Year Ended December 31, 2003				Three Months Ended December 31, 2003
	As Previously Disclosed		As Reported		As Previously Disclosed		As Reported
STATEMENT OF EARNINGS:
Net Sales	$	20,671	$	20,894	$	5,571	$	5,665
Total Costs and Expenses		16,200		16,200		4,740		4,742
Net Earnings	$	2,952	$	3,106	$	429	$	506
Basic Earnings per Common Share	$	1.52	$	1.60	$	0.22	$	0.26
Diluted Earnings per Common Share	$	1.51	$	1.59	$	0.22	$	0.26

Exhibit 2

The following table presents the impact of the restatement adjustments on the Company’s previously reported 2002 and 2001 results on a condensed basis:

	2002					2001
	As Previously Reported			As Restated		As Previously Reported		As Restated
	(dollars in millions, except per share data)
STATEMENT OF EARNINGS:
Net Sales	$	18,119		$	18,106	$	17,987	$	18,044
Total Costs and Expenses		15,472			15,345		15,769		15,781
Earnings from Continuing Operations	$	2,034		$	2,067	$	2,043	$	1,871
Discontinued Operations:
Net (loss)/earnings		(6	)		32		226		226
Net gain on disposal		38			38		2,565		2,565
Net Earnings	$	2,066		$	2,137	$	4,834	$	4,662
Basic Earnings per Common Share
Continuing Operations	$	1.05		$	1.07	$	1.05	$	.96
Discontinued Operations:
Net earnings		—			.02		.12		.12
Net gain on disposal		.02			.02		1.32		1.32
Net Earnings	$	1.07		$	1.11	$	2.49	$	2.40
Diluted Earnings per Common Share
Continuing Operations	$	1.05		$	1.06	$	1.04	$	.95
Discontinued Operations:
Net earnings		—			.02		.11		.11
Net gain on disposal		.02			.02		1.31		1.31
Net Earnings	$	1.07		$	1.10	$	2.46	$	2.37
BALANCE SHEET (AT DECEMBER 31):
ASSETS
Current Assets:
Cash and cash equivalents	$	3,978		$	2,367	$	5,500	$	4,552
Marketable securities		11			1,622		154		1,102
Other current assets		5,986			6,071		7,595		7,707
Total Current Assets		9,975			10,060		13,249		13,361
Other Assets		14,899			14,962		14,563		14,503
Total Assets	$	24,874		$	25,022	$	27,812	$	27,864
LIABILITIES
Current liabilities	$	8,220		$	8,487	$	11,109	$	11,385
Other liabilities		1,426			1,518		1,391		1,480
Long-term debt		6,261			6,261		6,237		6,237
Total Liabilities		15,907			16,266		18,737		19,102
STOCKHOLDERS’ EQUITY		8,967			8,756		9,075		8,762
Total Liabilities and Stockholders’ Equity	$	24,874		$	25,022	$	27,812	$	27,864

EX-99.2

Exhibit 99.2

BRISTOL-MYERS SQUIBB COMPANY

RESTATEMENT

NET SALES RECONCILIATION

(dollars in millions)

	Full Year
	2003		2002			2001
Net Sales, 2003 as previously disclosed; 2002 and 2001 as previously reported	$	20,671	$	18,119		$	17,987
Adjustments
WIC rebates accrual		88		(4	)		(1	)
Goods in transit		99		(9	)		55
Other net sales adjustments		11		14			3
Reclassification from Other expense, net		25		(14	)		—
Net Sales, 2003 as reported; 2002 and 2001 as restated	$	20,894	$	18,106		$	18,044

BRISTOL-MYERS SQUIBB COMPANY

RESTATEMENT RECONCILIATION

EARNINGS FROM CONTINUING OPERATIONS

INCLUDING SPECIFIED ITEMS

(dollars in millions, except earnings per share)

	Full Year
	2003			2002			2001
Earnings from Continuing Operations, 2003 as previously disclosed; 2002 and 2001 as previously reported	$	2,952		$	2,034		$	2,043
Diluted Earnings per Common Share from Continuing Operations, 2003 as previously disclosed; 2002 and 2001 as previously reported	$	1.51		$	1.05		$	1.04
Adjustments
WIC rebates accrual		88			(4	)		(1	)
Goods in transit		73			(5	)		46
Other net sales adjustments		(20	)		14			5
International pensions and employee benefit plan accrual		77			—			4
Intercompany accounts		29			—			—
Other marketing, selling and administrative adjustments		(12	)		8			3
Intercompany foreign exchange gains and losses		8			(28	)		(90	)
Other restatement items		(20	)		8			1
Post closing litigation accrual		(25	)
Adjustments to minority interest, net of taxes		49			(6	)		(4	)
Provision for income taxes		(93	)		46			(136	)
Earnings from Continuing Operations, 2003 as reported; 2002 and 2001 as restated	$	3,106		$	2,067		$	1,871
Diluted Earnings per Common Share from Continuing Operations, 2003 as reported; 2002 and 2001 as restated	$	1.59		$	1.06		$	0.95

BRISTOL-MYERS SQUIBB COMPANY

RESTATEMENT RECONCILIATION

(dollars in millions)

	Errors recorded in 2003 and disclosed in January 29, 2004 Earnings Release			Errors related to prior years which did not impact 2003 net earnings and were not disclosed in January 29, 2004 Earnings Release		Adjustments to errors recorded in 2003 and disclosed in January 29, 2004 Earnings Release			Total Restatement adjustments for the year ended December 31, 2003			Post Earnings Release adjustment to 2003 earnings from continuing operations			Total restatement and post Earnings Release adjustments to 2003 earnings			Restatement adjustment related to 2002			Restatement adjustment related to 2001			Restatement adjustments related to Retained Earnings as of January 31, 2001
WIC rebates accrual	$	65		$	—	$	23		$	88		$	—		$	88		$	(4	)	$	(1	)	$	(83	)
Goods in transit		—			73		—			73			—			73			(5	)		46			(114	)
Other net sales adjustments		(29	)		4		5			(20	)		—			(20	)		14			5			1
International pension and employee benefit plan accrual		65			—		10			75			2			77			—			4			(46	)
Intercompany accounts		29			—		—			29			—			29			—			—			(29	)
Other marketing, selling and administrative adjustments		(11	)		—		(1	)		(12	)		—			(12	)		8			3			1
Intercompany foreign exchange gains and losses		—			8		—			8			—			8			(28	)		(90	)		(53	)
Other restatement items		(22	)		—		2			(20	)		—			(20	)		8			1			(8	)
Post closing litigation accrual		—			—		—			—			(25	)		(25	)		—			—			—
Total pre-tax adjustments		97			85		39			221			(23	)		198			(7	)		(32	)		(331	)
Adjustments to minority interest, net of taxes		49			—		—			49			—			49			(6	)		(4	)		(39	)
Provision for income taxes		—			—		(87	)		(87	)		(6	)		(93	)		46			(136	)		114
Discontinued operations		—			—		—			—			—			—			38			—			—
Total Net Earnings impact	$	146		$	85	$	(48	)	$	183		$	(29	)	$	154		$	71		$	(172	)	$	(256	)

BRISTOL-MYERS SQUIBB COMPANY

RESTATEMENT

NET SALES RECONCILIATION

(dollars in millions)

	2003
	Q1		Q2			Q3		Q4		Total Year
Net Sales, fourth quarter and total year as previously disclosed; first, second and third quarters as previously reported	$	4,711	$	5,052		$	5,337	$	5,571	$	20,671
Adjustments
WIC rebates accrual		4		84			—		—		88
Goods in transit		2		(7	)		10		94		99
Other net sales adjustments		11		—			—		—		11
Reclassification from Other expense, net		—		—			25		—		25
Net Sales, fourth quarter and total year as reported; first, second and third quarters as restated	$	4,728	$	5,129		$	5,372	$	5,665	$	20,894

BRISTOL-MYERS SQUIBB COMPANY

RESTATEMENT RECONCILIATION

EARNINGS FROM CONTINUING OPERATIONS

INCLUDING SPECIFIED ITEMS

(dollars in millions, except earnings per share)

	2003
	Q1			Q2			Q3			Q4			Total Year
Earnings from Continuing Operations, fourth quarter and total year as previously disclosed; first, second and third quarters as previously reported	$	761		$	878		$	884		$	429		$	2,952
Diluted Earnings per Common Share from Continuing Operations, fourth quarter and total year as previously disclosed; first, second and third quarters as previously reported *	$	0.39		$	0.45		$	0.45		$	0.22		$	1.51
Adjustments
WIC rebates accrual		4			84			—			—			88
Goods in transit		1			(4	)		8			68			73
Other net sales adjustments		6			(16	)		(8	)		(2	)		(20	)
International pensions and employee benefit plan accrual		—			1			1			75			77
Intercompany accounts		—			—			31			(2	)		29
Other marketing, selling and administrative adjustments		(4	)		(25	)		13			4			(12	)
Intercompany foreign exchange gains and losses		44			(6	)		(34	)		4			8
Other restatement items		(8	)		(3	)		(4	)		(5	)		(20	)
Post closing litigation accrual		—			—			—			(25	)		(25	)
Adjustments to minority interest, net of taxes		—			—			49			—			49
Provision for income taxes		(12	)		(7	)		(34	)		(40	)		(93	)
Earnings from Continuing Operations, fourth quarter and total year as reported; first, second and third quarters as restated	$	792		$	902		$	906		$	506		$	3,106
Diluted Earnings per Common Share from Continuing Operations, fourth quarter and total year as reported; first, second and third quarters as restated *	$	0.41		$	0.46		$	0.47		$	0.26		$	1.59

* - amounts may not add due to rounding of individual calculations.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENT OF EARNINGS

(dollars in millions)

	2003
	Q1						Q2						Q3						Q4						TOTAL YEAR
	As Previously Reported*			As Restated			As Previously Reported*			As Restated			As Previously Reported*			As Restated			As Previously Disclosed**			As Reported			As Previously Disclosed**			As Reported
Net Sales	$	4,711		$	4,728		$	5,052		$	5,129		$	5,337		$	5,372		$	5,571		$	5,665		$	20,671		$	20,894
Cost of products sold		1,685			1,709			1,796			1,852			1,908			1,929			2,080			2,102			7,575			7,592
Marketing, selling, and administrative		1,032			1,100			1,058			1,147			1,118			1,151			1,289			1,262			4,578			4,660
Advertising and product promotion		364			315			418			354			375			332			464			415			1,609			1,416
Research and development		476			475			530			524			568			565			714			715			2,279			2,279
Provision for restructuring and other items		12			12			(17	)		(7	)		13			13			8			8			16			26
Litigation charges, net		(21	)		(21	)		(41	)		(41	)		(4	)		(4	)		240			265			174			199
Equity in net income of affiliates		—			(22	)		—			(48	)		—			(54	)		(26	)		(27	)		(102	)		(151	)
Other expense, net		88			(3	)		143			101			67			79			(29	)		2			71			179
Total expenses		3,636			3,565			3,887			3,882			4,045			4,011			4,740			4,742			16,200			16,200
Earnings from Continuing Operations
Before Minority Interest and Income Taxes		1,075			1,163			1,165			1,247			1,292			1,361			831			923			4,471			4,694
Provision for income taxes		294			316			248			262			317			345			277			292			1,173			1,215
Minority Interest, net of taxes		20			55			39			83			91			110			125			125			346			373
Net Earnings	$	761		$	792		$	878		$	902		$	884		$	906		$	429		$	506		$	2,952		$	3,106

* - Q1 to Q3 as previously reported amounts are per 10-Qs and have not been reclassified to conform to current presentation.

** - As previously disclosed in the January 29, 2004 press release.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENT OF EARNINGS

INCLUDING SPECIFIED ITEMS

(dollars in millions)

	2002 Restated
	Q1			Q2			Q3			Q4			Total Year
Net Sales	$	4,674		$	4,097		$	4,524		$	4,811		$	18,106
Cost of products sold		1,508			1,480			1,668			1,876			6,532
Marketing, selling, and administrative		924			1,016			993			1,191			4,124
Advertising and product promotion		236			301			263			343			1,143
Research and development		497			515			537			657			2,206
Acquired in-process research and development		160			—			7			2			169
Provision for restructuring and other items		(1	)		2			(11	)		24			14
Litigation charges, net		90			—			569			—			659
Gain on sale of businesses		(30	)		—			—			—			(30	)
Asset impairment charge for ImClone		—			—			379			—			379
Equity in net income of affiliates		(29	)		(3	)		(28	)		(20	)		(80	)
Other expense, net		47			41			40			101			229
Total expenses		3,402			3,352			4,417			4,174			15,345
Earnings from Continuing Operations
Before Minority Interest and Income Taxes		1,272			745			107			637			2,761
Provision for income taxes		334			206			(263	)		114			391
Minority Interest, net of taxes		85			62			60			96			303
Earnings from Continuing Operations		853			477			310			427			2,067
Discontinued Operations, net		14			—			18			38			70
Net Earnings	$	867		$	477		$	328		$	465		$	2,137
	2003
	Restated Q1			Restated Q2			Restated Q3			Q4			Total Year
Net Sales	$	4,728		$	5,129		$	5,372		$	5,665		$	20,894
Cost of products sold		1,709			1,852			1,929			2,102			7,592
Marketing, selling, and administrative		1,100			1,147			1,151			1,262			4,660
Advertising and product promotion		315			354			332			415			1,416
Research and development		475			524			565			715			2,279
Provision for restructuring and other items		12			(7	)		13			8			26
Litigation charges, net		(21	)		(41	)		(4	)		265			199
Equity in net income of affiliates		(22	)		(48	)		(54	)		(27	)		(151	)
Other expense, net		(3	)		101			79			2			179
Total expenses		3,565			3,882			4,011			4,742			16,200
Earnings from Continuing Operations
Before Minority Interest and Income Taxes		1,163			1,247			1,361			923			4,694
Provision for income taxes		316			262			345			292			1,215
Minority Interest, net of taxes		55			83			110			125			373
Earnings from Continuing Operations	$	792		$	902		$	906		$	506		$	3,106
Discontinued Operations, net		—			—			—			—			—
Net Earnings	$	792		$	902		$	906		$	506		$	3,106

BRISTOL-MYERS SQUIBB COMPANY

EARNINGS FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST

AND INCOME TAXES EXCLUDING SPECIFIED ITEMS

(dollars in millions)

	2002 Restated
	Q1			Q2			Q3			Q4		Total Year
Earnings from Continuing Operations Before Minority Interest and Income Taxes	$	1,272		$	745		$	107		$	637	$	2,761
Specified items:
Acquired in-process research and development		160			—			7			2		169
Provision for restructuring/other		89			4			541			93		727
Asset impairment charge		—			—			379			—		379
Gain on sale of businesses/product lines		(30	)		—			—			—		(30	)
Earnings from Continuing Operations Before Minority Interest and Income Taxes Excluding Specified Items	$	1,491		$	749		$	1,034		$	732	$	4,006
	2003
	Restated Q1			Restated Q2			Restated Q3			Q4		Total Year
Earnings from Continuing Operations Before Minority Interest and Income Taxes	$	1,163		$	1,247		$	1,361		$	923	$	4,694
Specified items:
Provision for restructuring/other		26			4			55			110		195
Litigation (recoveries) charges		(21	)		(41	)		(4	)		265		199
Earnings from Continuing Operations Before Minority Interest and Income Taxes Excluding Specified Items	$	1,168		$	1,210		$	1,412		$	1,298	$	5,088

The above presentation contains non-GAAP earnings information adjusted to exclude certain costs, expenses, gains or losses and other specified items. Among the items in GAAP earnings but excluded for purposes of determining adjusted earnings are: gains or losses from sale of product lines, from sale or write-down of equity investments and from discontinued of operations; restructuring and similar charges; charges relating to significant legal proceedings; co-promotion or alliance charges and payments for in-process research and development which under GAAP are immediately expensed rather than amortized over the life of the agreement. This information is intended to enhance an investor’s overall understanding of the Company’s past financial performance and prospects for the future. For example, non-GAAP earnings per share information is an indication of the Company’s baseline performance before items that are considered by the Company to be not reflective of the Company’s operational results. In addition, this information is among the primary indicators the Company uses as a basis for evaluating Company performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for diluted earnings per share prepared in accordance with GAAP.

BRISTOL-MYERS SQUIBB COMPANY

DILUTED EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS*

EXCLUDING SPECIFIED ITEMS

	2002 Restated
	Q1			Q2			Q3*			Q4		Total Year
Diluted Earnings per Common Share from Continuing Operations	$	0.43		$	0.25		$	0.16		$	0.22	$	1.06
Specified items:
Acquired in-process research and development		0.05			—			—			—		0.05
Provision for restructuring/other*		0.03			—			0.17			0.03		0.22
Asset impairment charge		—			—			0.12			—		0.13
Gain on sale of businesses/product lines		(0.01	)		—			—			—		(0.01	)
Tax issues		—			—			(0.12	)		—		(0.12	)
Diluted Earnings per Common Share from Continuing Operations Excluding Specified Items*	$	0.50		$	0.25		$	0.34		$	0.25	$	1.33
	2003
	Restated Q1			Restated Q2			Restated Q3*			Q4		Total Year
Diluted Earnings per Common Share from Continuing Operations*	$	0.41		$	0.46		$	0.47			0.26	$	1.59
Specified items:
Provision for restructuring/other		0.01			—			0.02			0.04		0.07
Litigation (recoveries) charges		(0.01	)		(0.01	)		—			0.13		0.11
Diluted Earnings per Common Share from Continuing Operations Excluding Specified Items*	$	0.41		$	0.45		$	0.48			0.43	$	1.78

* - amounts may not add due to rounding of individual calculations.

The above presentation contains non-GAAP earnings per share information adjusted to exclude certain costs, expenses, gains or losses and other specified items. Among the items in GAAP earnings but excluded for purposes of determining adjusted earnings are: gains or losses from sale of product lines, from sale or write-down of equity investments and from discontinued of operations; restructuring and similar charges; charges relating to significant legal proceedings; co-promotion or alliance charges and payments for in-process research and development which under GAAP are immediately expensed rather than amortized over the life of the agreement. This information is intended to enhance an investor’s overall understanding of the Company’s past financial performance and prospects for the future. For example, non-GAAP earnings per share information is an indication of the Company’s baseline performance before items that are considered by the Company to be not reflective of the Company’s operational results. In addition, this information is among the primary indicators the Company uses as a basis for evaluating Company performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for diluted earnings per share prepared in accordance with GAAP.