8-K

UNITED STATES

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 (Date of earliest event reported): April 6, 2009

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On April 6, 2009, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing an agreement with Otsuka Pharmaceutical Co., Ltd. (“Otsuka”) to extend the U.S. portion of the companies’ long-standing agreement for the development and commercialization of ABILIFY^® (aripiprazole) from the currently scheduled end date of November 2012 until the expected loss of exclusivity in April 2015. In addition, the Company announced that it and Otsuka have established an oncology collaboration for two Bristol-Myers Squibb products, SPRYCEL^® (dasatinib) and IXEMPRA^® (ixabepilone). The Company also announced that it is confirming its previously disclosed full year 2009 earnings per share (“EPS”) guidance on a GAAP basis, 2009 EPS guidance on a non-GAAP basis, and non-GAAP EPS compounded annual growth rate guidance from 2007 through 2010, subject to certain assumptions, and that it expects a minimum $0.30 EPS accretion in 2013 and 2014 from this agreement. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. Also furnished and incorporated by reference as Exhibit 99.2 is certain supplemental information posted on the Company’s website at www.bms.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of Bristol-Myers Squibb Company dated April 6, 2009

99.2. Certain supplemental information posted on Bristol-Myers Squibb Company’s website at www.bms.com not included in the press release

SIGNATURES

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

	BRISTOL-MYERS SQUIBB COMPANY
Dated: April 6, 2009	By:	/s/    Sandra Leung
	Name:	Sandra Leung
	Title:	Senior Vice President,
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Bristol-Myers Squibb Company dated April 6, 2009
99.2	Certain supplemental information posted on Bristol-Myers Squibb Company’s website at www.bms.com not included in the press release

EX-99.1

Exhibit 99.1

BRISTOL-MYERS SQUIBB ANNOUNCES EXTENSION OF

U.S. AGREEMENT FOR ABILIFY AND

ESTABLISHMENT OF AN ONCOLOGY COLLABORATION WITH OTSUKA

Agreement extends a highly successful neuroscience collaboration to 2015 and expands strategic collaboration into oncology

Company confirms 2009 GAAP EPS guidance of $1.58 - $1.73 and non-GAAP EPS guidance of $1.85 - $2.00

Company confirms 2007-2010 15% non-GAAP EPS CAGR and expects minimum $0.30 accretion in 2013 and 2014

Princeton, New Jersey, April 6, 2009 – Bristol-Myers Squibb Company (NYSE: BMY) today announced an agreement with Otsuka Pharmaceutical Co., Ltd. (hereafter, “Otsuka”) to extend the U.S. portion of the companies’ long-standing agreement for the development and commercialization of ABILIFY^® (aripiprazole) from the currently scheduled end date of November 2012 until the expected loss of exclusivity in April 2015. In addition, the companies have established an oncology collaboration for two Bristol-Myers Squibb products – SPRYCEL^® (dasatinib) and IXEMPRA^® (ixabepilone).

“The announcement today is further evidence that Bristol-Myers Squibb is delivering on its commitments to advance its transformation to a leading next-generation BioPharma,” said Lamberto Andreotti, president and chief operating officer, Bristol-Myers Squibb. “The agreement with out long standing and valued collaborator Otsuka will help build our earnings base for 2013 and transition us to an expected period of growth in 2014 and beyond. Further, our balance sheet remains strong, which allows us to pursue business development opportunities as part of our String of Pearls strategy.”

“We are very pleased to continue our important work with Otsuka on ABILIFY. Our collaboration to develop this medicine that helps people with serious mental disorders has resulted in it becoming one of the industry’s most successful products,” he continued. “The expanded agreement also provides an opportunity for Bristol-Myers Squibb and Otsuka to work together in oncology. We believe that sharing our collective resources will benefit the cancer patients we serve.”

1

Agreement Terms

• Under terms of the agreement Bristol-Myers Squibb will pay Otsuka an up-front cash payment of $400 million.

• Beginning on January 1, 2010, the share of ABILIFY U.S. net sales Bristol-Myers Squibb will receive will change from 65% to:

• 58% for 2010;

• 53.5% for 2011;

• 51.5% for 2012.

• During this period Otsuka will be responsible for 30% of expenses related to the commercialization of ABILIFY compared to having no responsibility under the existing collaboration agreement.

• Beginning January 1, 2013, and through the expected loss of US exclusivity in 2015, Bristol-Myers Squibb will receive 50% of net sales up to $2.7 billion and a declining tiered share of net sales above $2.7 billion.

• Otsuka will be responsible for 50% of commercialization expenses during this period.

• Beginning in 2010, Bristol-Myers Squibb and Otsuka will collaborate on two oncology assets SPRYCEL and IXEMPRA as follows:

• Otsuka will share in commercial expenses for the U.S., Europe and Japan and co-promote SPRYCEL with Bristol-Myers Squibb in the U.S., Japan and major EU markets;

• Bristol-Myers Squibb will pay Otsuka a collaboration fee on aggregate annual net sales of SPRYCEL and IXEMPRA beginning in 2010 on a regressive tiering basis through 2020.

To provide details on the extended agreement and related financial updates, Bristol-Myers Squibb will hold an investor call today at 8:30 a.m. For details, please visit the Bristol-Myers Squibb web site www.bms.com/ir.

Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to extend and enhance human life.

Financial Guidance and Long-Term Outlook

The financial guidance and long-term outlook provided in this press release are based upon current expectations and exclude specified items, the impact of any potential strategic transactions and the current global economic downturn/crisis. The long-term outlook further assumes that the Company and Otsuka maintain U.S. exclusivity for the Abilify patent through at least 2014.

2

Use of Non-GAAP Financial Information

This press release contains non-GAAP financial measures, including non-GAAP earnings per share, adjusted to exclude certain costs, expenses, gains and losses and other specified items. 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 ongoing 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 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.

Reconciliations of GAAP to non-GAAP financial measures are available on the company’s website at bms.com.

Forward-Looking Statement

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995, regarding the research, development and commercialization of pharmaceutical products. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect Bristol-Myers Squibb’s business, particularly those identified in the cautionary factors discussion in Bristol-Myers Squibb’s Annual Report on Form 10-K for the year ended December 31, 2008, its Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Bristol-Myers Squibb undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Media Contacts:	Investor Contacts:
Tracy Furey	John Elicker
Bristol-Myers Squibb	Bristol-Myers Squibb
609-252-3208	609-252-4611
And
Brian Henry	Suketu Desai
Bristol-Myers Squibb	Bristol-Myers Squibb
609-252-3337	609-252-5796

3

EX-99.2

1

April 6, 2009

April 6, 2009

Bristol

Bristol

Myers

Myers

Squibb

Squibb

–

–

Otsuka

Otsuka

Collaboration

Collaboration

Investor Presentation

Investor Presentation

Exhibit 99.2

2

During this meeting, we will make statements about the

During this meeting, we will make statements about the

Company’s future plans and prospects, including statements

Company’s future plans and prospects, including statements

about our financial position, business strategy, research pipeline

about our financial position, business strategy, research pipeline

concerning product development and product potential, that

concerning product development and product potential, that

constitute forward-looking statements for purposes of the safe

constitute forward-looking statements for purposes of the safe

harbor provisions under the Private Securities Litigation Reform

harbor provisions under the Private Securities Litigation Reform

Act of 1995.

Act of 1995.

Actual results may differ materially from those indicated by these

Actual results may differ materially from those indicated by these

forward-looking statements as a result of various important

forward-looking statements as a result of various important

factors, including those discussed in the company’s most recent

factors, including those discussed in the company’s most recent

annual report on Form 10-K, periodic reports on Form 10-Q and

annual report on Form 10-K, periodic reports on Form 10-Q and

current reports on Form 8-K. These documents are available from

current reports on Form 8-K. These documents are available from

the SEC, the Bristol-Myers Squibb website or from Bristol-Myers

the SEC, the Bristol-Myers Squibb website or from Bristol-Myers

Squibb Investor Relations.

Squibb Investor Relations.

In addition, any forward-looking statements represent our

In addition, any forward-looking statements represent our

estimates only as of today and should not be relied upon as

estimates only as of today and should not be relied upon as

representing our estimates as of any subsequent date. While we

representing our estimates as of any subsequent date. While we

may elect to update forward-looking statements at some point in

may elect to update forward-looking statements at some point in

the future, we specifically disclaim any obligation to do so, even

the future, we specifically disclaim any obligation to do so, even

if our estimates change.

if our estimates change.

3

Strategic Context

Strategic Context

4

A Company Delivering on Its Commitments

A Company Delivering on Its Commitments

Biopharma

Biopharma

Strategy introduced in December 2007

Strategy introduced in December 2007

Execute Healthcare Strategy

Execute Healthcare Strategy

–

–

Sale of Medical Imaging and ConvaTec

Sale of Medical Imaging and ConvaTec

–

–

Mead Johnson IPO

Mead Johnson IPO

Focus on productivity

Focus on productivity

–

–

$2.5 billion in savings initiatives underway

$2.5 billion in savings initiatives underway

Improve operational execution

Improve operational execution

–

–

2008 sales growth +13%

2008 sales growth +13%

Deliver 15% non-GAAP eps

Deliver 15% non-GAAP eps

CAGR between 2007-2010

CAGR between 2007-2010

–

–

2008 non-GAAP eps

2008 non-GAAP eps

growth +37%

growth +37%

Execute “string of pearls”

Execute “string of pearls”

strategy for long term growth

strategy for long term growth

–

–

7 completed since Q4 2007

7 completed since Q4 2007

Preparing for potential Onglyza

Preparing for potential Onglyza

launch

launch

5

We are Focused on Building the 2013 Earnings Base

We are Focused on Building the 2013 Earnings Base

Several Initiatives focused on 2013

Several Initiatives focused on 2013

Accelerating Growth of BioPharma

Accelerating Growth of BioPharma

Portfolio

Portfolio

Accelerating Growth of Mead Johnson

Accelerating Growth of Mead Johnson

Optimizing Mature Brands Portfolio

Optimizing Mature Brands Portfolio

Continued focus on Productivity

Continued focus on Productivity

Business Development

Business Development

–

–

Today’s announced collaboration

Today’s announced collaboration

with Otsuka

with Otsuka

6

1

2

3

Looking at the Business in Three Stages

Looking at the Business in Three Stages

2007

2007

2011

2011

2013

2013

2017

2017

Current Growth

Trajectory

Base

Earnings

Return to

Growth

Operational

Operational

Execution

Execution

Pipeline & New

Pipeline & New

Product

Product

Launches

Launches

Business

Business

Development

Development

7

Financial Impact

Financial Impact

2009

2009

Company

Company

confirms

confirms

2009

2009

GAAP

GAAP

EPS

EPS

guidance

guidance

of

of

$1.58

$1.58

-

-

$1.73

$1.73

Company confirms 2009 non-GAAP EPS guidance of

Company confirms 2009 non-GAAP EPS guidance of

$1.85 -

$1.85 -

$2.00

$2.00

2010-2012

2010-2012

Collaboration is dilutive in 2010-2012

Collaboration is dilutive in 2010-2012

Company

Company

confirms

confirms

2007-2010

2007-2010

15%

15%

non-GAAP

non-GAAP

eps

eps

CAGR

CAGR

Company

Company

expects

expects

to

to

deliver

deliver

eps

eps

growth

growth

in

in

2011

2011

2013-2014

2013-2014

Planned for minimum $0.30 accretion in each year

Planned for minimum $0.30 accretion in each year

Company expects a return to eps

Company expects a return to eps

growth in 2014

growth in 2014

8

Otsuka

Otsuka

Collaboration Overview

Collaboration Overview

9

Strategic Rationale

Strategic Rationale

Key initiative in building 2013 earnings base

Key initiative in building 2013 earnings base

Directs strategic and operational focus on

Directs strategic and operational focus on

growth in 2014 and beyond

growth in 2014 and beyond

Improves financial stability

Improves financial stability

Leverages selective integration strategy and

Leverages selective integration strategy and

partnering capability

partnering capability

Sustains BMS neuroscience business and

Sustains BMS neuroscience business and

provides bridge to pipeline compounds

provides bridge to pipeline compounds

10

Collaboration Background

Collaboration Background

Entered into agreement with Otsuka

Entered into agreement with Otsuka

in 1999 to develop and

in 1999 to develop and

commercialize Abilify

commercialize Abilify

–

–

BMY commercial rights to expire 10 years post launch

BMY commercial rights to expire 10 years post launch

November 2012 in US

November 2012 in US

June 2014 in EU

June 2014 in EU

–

–

Agreement extends US collaboration to April 2015

Agreement extends US collaboration to April 2015

Great example of pipeline within a product development strategy

Great example of pipeline within a product development strategy

Major

Depressive

Disorder

Pediatric

Bipolar

Mania

2003

2003

2004

2004

2005

2005

2006

2006

2007

2007

2008

2008

Schizophrenia

Schizophrenia

LT Maintenance

Bipolar

Acute

Mania

Bipolar

Maintenance

Adolescent

Schizophrenia

Bipolar Acute Mania

US

US

EU

EU

Schizophrenia

11

$280

$554

$750

$1,052

$1,305

$1,676

2003

2004

2005

2006

2007

2008

Abilify

Abilify

Net Sales* 2003-2008

Net Sales* 2003-2008

$283

$593

$912

$1,282

$1,660

$2,153

International

U.S.

*BMS reported

12

Collaboration Overview

Collaboration Overview

Bristol-Myers Squibb:

Bristol-Myers Squibb:

–

–

Extension

Extension

of

of

US

US

Abilify

Abilify

agreement

agreement

through

through

April

April

2015

2015

–

–

Financial and commercial support from Otsuka

Financial and commercial support from Otsuka

on Abilify

on Abilify

and Oncology compounds

and Oncology compounds

Otsuka:

Otsuka:

–

–

Increased share of US Abilify

Increased share of US Abilify

sales 2010-2012

sales 2010-2012

–

–

Collaboration on two marketed oncology

Collaboration on two marketed oncology

compounds

compounds

13

Terms Overview

Terms Overview

Abilify

Abilify

BMY share of US net sales changes from 65% to:

BMY share of US net sales changes from 65% to:

–

–

58% for 2010

58% for 2010

–

–

53.5% for 2011

53.5% for 2011

–

–

51.5% for 2012

51.5% for 2012

–

–

50%* for 2013 -

50%* for 2013 -

4/2015

4/2015

BMY share of US commercialization expenses changes

BMY share of US commercialization expenses changes

from 100% to:

from 100% to:

–

–

70% for 2010 -

70% for 2010 -

2012

2012

–

–

50% for 2013 through expected loss of exclusivity

50% for 2013 through expected loss of exclusivity

BMY to pay Otsuka

BMY to pay Otsuka

$400 million upfront

$400 million upfront

*See Appendix For Detail Terms

14

Terms Overview

Terms Overview

Oncology

Oncology

Beginning in

Beginning in

2010

2010

BMS

BMS

and

and

Otsuka

Otsuka

will

will

collaborate

collaborate

on

on

Sprycel

Sprycel

and Ixempra

and Ixempra

in the US, EU and Japan

in the US, EU and Japan

–

–

Otsuka

Otsuka

will receive a collaboration fee on

will receive a collaboration fee on

annual net sales*

annual net sales*

–

–

Otsuka

Otsuka

will share commercial expenses

will share commercial expenses

Beginning in 2011 Otsuka

Beginning in 2011 Otsuka

will have the right to co-

will have the right to co-

promote Sprycel

promote Sprycel

in the US, Japan and the top 5 EU

in the US, Japan and the top 5 EU

markets

markets

* See Appendix for Detail Terms

15

Collaboration Expansion

Collaboration Expansion

Expands a very successful neuroscience

Expands a very successful neuroscience

collaboration

collaboration

Expands relationship to oncology

Expands relationship to oncology

Expected to deliver significant earnings

Expected to deliver significant earnings

accretion in 2013-2014

accretion in 2013-2014

Enhanced strategic focus on growth in 2014

Enhanced strategic focus on growth in 2014

and beyond

and beyond

16

Focus on Longer Term Growth

Focus on Longer Term Growth

17

Focus on Growth

Focus on Growth

Drive BioPharma

Drive BioPharma

revenue growth

revenue growth

–

–

Key products with long term market

Key products with long term market

exclusivity

exclusivity

Continued investment in R&D

Continued investment in R&D

–

–

Build late stage pipeline

Build late stage pipeline

–

–

Key LCM programs

Key LCM programs

Continue focus on Business Development

Continue focus on Business Development

Productivity continuous improvement

Productivity continuous improvement

18

Summary

Summary

Bristol Myers has delivered on its commitments

Bristol Myers has delivered on its commitments

Collaboration significantly improves 2013

Collaboration significantly improves 2013

earnings

earnings

Company confirms financial guidance

Company confirms financial guidance

Improves financial stability and maintains

Improves financial stability and maintains

financial flexibility

financial flexibility

Strategic and operational focus on longer term

Strategic and operational focus on longer term

growth

growth

19

Q & A

Q & A

20

Appendix

Appendix

21

New Amendment

New Amendment

Existing Agreement

Existing Agreement

US SALES (Share of Total Molecule Sales)

US SALES (Share of Total Molecule Sales)

50%

50%

2013 to 4/2015

100%

0%

12/2012 to 4/2015

30%

70%

2010 to 2012

0%

100%

1/2010 to 11/2012

Otsuka

BMY

Otsuka

BMY

Commercial Expenses

Commercial Expenses

80%

20%

Greater than $4.2B

99%

1%

From $4.0B to $4.2B

98%

2%

From $3.7B to $4.0B

93%

7%

From $3.2B to $3.7B

80%

20%

From $2.7B to $3.2B

50%

50%

First $2.7B

2013 to 4/2015

100%

0%

12/2012 to 4/2015

48.5%

51.5%

2012

46.5%

53.5%

2011

42.0%

58.0%

2010

35%

65%

1/2010 to 11/2012

Otsuka

BMY

Otsuka

BMY

Financial Term Comparison of Abilify

Financial Term Comparison of Abilify

Agreements

Agreements

22

80%

20%

Up to $175 M

Collaboration Fee Arrangement

Otsuka

1%

Otsuka

99%

Greater than $175 M

BMY

2010 to 2020

Commercial Expenses

1%

Greater than $1.0B

2%

From $0.8B to $1.0B

3%

From $0.6B to $0.8B

12%

From $0.4B to $0.6B

65%

First $0.4 B

2013 to 2020

1%

Greater than $1.0B

2%

From $0.8B to $1.0B

3%

From $0.6B to $0.8B

5%

From $0.4B to $0.6B

30%

First $0.4 B

2010 to 2012

Key Financial Terms of the Oncology Agreement

Key Financial Terms of the Oncology Agreement

Based on Combined Sprycel & Ixempra Net Sales  (US, Japan & Europe)

23

Financial Guidance and Long-Term Outlook

Financial Guidance and Long-Term Outlook

The financial guidance and long-term outlook

The financial guidance and long-term outlook

provided in this presentation are based upon current

provided in this presentation are based upon current

expectations and exclude specified items, the impact

expectations and exclude specified items, the impact

of any potential strategic transactions and the current

of any potential strategic transactions and the current

global economic downturn/crisis.  The long-term

global economic downturn/crisis.  The long-term

outlook further assumes that the Company and

outlook further assumes that the Company and

Otsuka

Otsuka

maintain

maintain

U.S.

U.S.

exclusivity

exclusivity

for

for

the

the

Abilify

Abilify

patent

patent

through at least 2014.

through at least 2014.

24

Use

Use

of

of

Non-GAAP

Non-GAAP

Financial

Financial

Information

Information

This presentation contains non-GAAP financial measures,

This presentation contains non-GAAP financial measures,

including non-GAAP earnings per share, adjusted to exclude

including non-GAAP earnings per share, adjusted to exclude

certain costs, expenses, gains and losses and other specified

certain costs, expenses, gains and losses and other specified

items. This information is intended to enhance an investor’s

items. This information is intended to enhance an investor’s

overall understanding of the company’s past financial

overall understanding of the company’s past financial

performance and prospects for the future. For example, non-

performance and prospects for the future. For example, non-

GAAP earnings per share information is an indication of the

GAAP earnings per share information is an indication of the

company’s baseline performance before items that are

company’s baseline performance before items that are

considered by the company to be not reflective of the company’s

considered by the company to be not reflective of the company’s

ongoing results.  In addition, this information is among the

ongoing results.  In addition, this information is among the

primary indicators the company uses as a basis for evaluating

primary indicators the company uses as a basis for evaluating

company performance, allocating resources, setting incentive

company performance, allocating resources, setting incentive

compensation targets, and planning and forecasting future

compensation targets, and planning and forecasting future

periods.  This information is not intended to be considered in

periods.  This information is not intended to be considered in

isolation or as a substitute for diluted earnings per share

isolation or as a substitute for diluted earnings per share

prepared in accordance with GAAP.

prepared in accordance with GAAP.

Reconciliations of GAAP to non-GAAP financial measures are

Reconciliations of GAAP to non-GAAP financial measures are

available on the company’s website at bms.com.

available on the company’s website at bms.com.