UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~Washington, D.C. 20549

___________________________

FORM 10-Q

~~(Mark One)~~___________________________

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



	xFor the quarterly period ended June 30, 2021 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 001-01136 ___________________________	~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017~~



	¨	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO~~

~~Commission file number:~~ ~~1-1136~~

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

___________________________



Delaware		22-0790350
~~Delaware~~	~~22-0790350~~
(State or other jurisdiction of incorporation or organization)	(~~I.R.S.~~I.R.S Employer Identification No.)

~~345 Park Avenue,~~430 E. 29th Street, 14FL, New York, ~~N.Y. 10154~~NY 10016

(Address of principal executive offices) (Zip Code)

(212) 546-4000

(Registrant’s telephone number, including area ~~code)~~code)

___________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	BMY	New York Stock Exchange
1.000% Notes due 2025	BMY25	New York Stock Exchange
1.750% Notes due 2035	BMY35	New York Stock Exchange
Celgene Contingent Value Rights	CELG RT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes x☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of ~~“accelerated filer”,~~ “large accelerated ~~filer”~~filer,” “accelerated filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

~~Large accelerated filer~~ x ~~Accelerated filer~~ ¨ ~~Non-accelerated filer~~ ¨ ~~Smaller reporting company~~ ¨ ~~Emerging growth company~~ ¨

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

At ~~September~~June 30, ~~2017,~~2021, there were ~~1,636,699,696~~2,222,113,553 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

~~SEPTEMBER~~June 30, ~~2017~~

2021




PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive ~~Income~~Income/(Loss)			3
Consolidated Balance Sheets			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations			2130

Item 3.
Quantitative and Qualitative Disclosure About Market Risk			3452

Item 4.
Controls and Procedures			3452

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings			3453

Item 1A.
Risk Factors			3453

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			3453

Item 6.
Exhibits			3554

Summary of Abbreviated Terms			3655
Signatures			3756

* Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit ~~Index.~~Index at the end of this Quarterly Report on Form 10-Q.

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars in Millions, Except Per Share Data

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
EARNINGS	2021		2020		2021		2020
Net product sales	$	11,405	$	9,817	$	22,203	$	20,358
Alliance and other revenues	298		312		573		552
Total Revenues	11,703		10,129		22,776		20,910

Cost of products sold(a)	2,452		2,699		5,293		6,361
Marketing, selling and administrative	1,882		1,628		3,548		3,234
Research and development	3,271		2,522		5,496		4,894
Amortization of acquired intangible assets	2,547		2,389		5,060		4,671
Other (income)/expense, net	(2)		(736)		(704)		427
Total Expenses	10,150		8,502		18,693		19,587

Earnings Before Income Taxes	1,553		1,627		4,083		1,323
Provision for Income Taxes	492		1,707		993		2,169
Net Earnings/(Loss)	1,061		(80)		3,090		(846)
Noncontrolling Interest	6		5		14		14
Net Earnings/(Loss) Attributable to BMS	$	1,055	$	(85)	$	3,076	$	(860)

Earnings/(Loss) per Common Share
Basic	$	0.47	$	(0.04)	$	1.38	$	(0.38)
Diluted	0.47		(0.04)		1.36		(0.38)

(a) Excludes amortization of acquired intangible assets.

Three Months Ended September 30, Nine Months Ended September 30,
EARNINGS 2017 2016 2017 2016
Net product sales $ 4,862
$ 4,492
$ 14,212
$ 12,888
Alliance and other revenues 392
430
1,115
1,296
Total Revenues 5,254
4,922
15,327
14,184

Cost of products sold 1,572
1,305
4,393
3,563
Marketing, selling and administrative 1,147
1,144
3,388
3,450
Research and development 1,543
1,138
4,490
3,540
Other (income)/expense (191 ) (224 ) (1,377 ) (1,198 )
Total Expenses 4,071
3,363
10,894
9,355

Earnings Before Income Taxes 1,183
1,559
4,433
4,829
Provision for Income Taxes 327
344
1,129
1,220
Net Earnings 856
1,215
3,304
3,609
Net Earnings/(Loss) Attributable to Noncontrolling Interest 11
13
(31 ) 46
Net Earnings Attributable to BMS $ 845
$ 1,202
$ 3,335
$ 3,563

Earnings per Common Share
Basic $ 0.52
$ 0.72
$ 2.02
$ 2.13
Diluted $ 0.51
$ 0.72
$ 2.02
$ 2.12

Cash dividends declared per common share $ 0.39
$ 0.38
$ 1.17
$ 1.14

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME~~INCOME/(LOSS)

Dollars in Millions

(UNAUDITED)

Three Months Ended September 30, Nine Months Ended September 30,
COMPREHENSIVE INCOME 2017 2016 2017 2016
Net Earnings $ 856
$ 1,215
$ 3,304
$ 3,609
Other Comprehensive Income/(Loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges (1 ) 4
(61 ) (126 )
Pension and postretirement benefits 18
72
74
(213 )
Available-for-sale securities 22
(8 ) 41
46
Foreign currency translation 7
1
28
26
Other Comprehensive Income/(Loss) 46
69
82
(267 )

Comprehensive Income 902
1,284
3,386
3,342
Comprehensive Income/(Loss) Attributable to Noncontrolling Interest 11
13
(31 ) 46
Comprehensive Income Attributable to BMS $ 891
$ 1,271
$ 3,417
$ 3,296


	Three Months Ended June 30,				Six Months Ended June 30,
COMPREHENSIVE INCOME/(LOSS)	2021		2020		2021		2020
Net Earnings/(Loss)	$	1,061	$	(80)	$	3,090	$	(846)
Other Comprehensive Income/(Loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	6		(59)		286		11
Pension and postretirement benefits	15		(7)		38		9
Available-for-sale debt securities	(2)		8		(4)		9
Foreign currency translation	7		51		1		(65)
Total Other Comprehensive Income/(Loss)	26		(7)		321		(36)

Comprehensive Income/(Loss)	1,087		(87)		3,411		(882)
Comprehensive Income Attributable to Noncontrolling Interest	6		5		14		14
Comprehensive Income/(Loss) Attributable to BMS	$	1,081	$	(92)	$	3,397	$	(896)

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in Millions ~~Except Share and Per Share Data~~

(UNAUDITED)


ASSETS	September 30, 2017			December 31, 2016			ASSETS	June 30, 2021		December 31, 2020
Current Assets:							Current Assets:
Cash and cash equivalents	$	4,644		$	4,237		Cash and cash equivalents	$	11,024	$	14,546
Marketable securities	2,478			2,113
Marketable debt securities							Marketable debt securities	1,946		1,285
Receivables	5,922			5,543			Receivables	9,017		8,501
Inventories	1,250			1,241			Inventories	2,137		2,074
Prepaid expenses and other	754			570
Other current assets							Other current assets	5,037		3,786
Total Current Assets	15,048			13,704			Total Current Assets	29,161		30,192
Property, plant and equipment	5,014			4,980			Property, plant and equipment	5,795		5,886
Goodwill	6,865			6,875			Goodwill	20,529		20,547
Other intangible assets	1,213			1,385			Other intangible assets	48,065		53,243
Deferred income taxes	2,346			2,996			Deferred income taxes	650		1,161
Marketable securities	2,526			2,719
Other assets	965			1,048
Marketable debt securities							Marketable debt securities	143		433
Other non-current assets							Other non-current assets	6,454		7,019
Total Assets	$	33,977		$	33,707		Total Assets	$	110,797	$	118,481

LIABILITIES							LIABILITIES
Current Liabilities:							Current Liabilities:
Short-term debt obligations	$	1,461		$	992		Short-term debt obligations	$	2,655	$	2,340
Accounts payable	1,699			1,664			Accounts payable	3,609		2,713
Accrued liabilities	5,418			5,271
Deferred income	647			762
Income taxes payable	213			152
Other current liabilities							Other current liabilities	12,727		14,027
Total Current Liabilities	9,438			8,841			Total Current Liabilities	18,991		19,080
Deferred income	492			547
Income taxes payable	996			973
Pension and other liabilities	1,155			1,283
Deferred income taxes							Deferred income taxes	4,931		5,407
Long-term debt	6,982			5,716			Long-term debt	42,503		48,336
Other non-current liabilities							Other non-current liabilities	7,498		7,776
Total Liabilities	19,063			17,360			Total Liabilities	73,923		80,599

Commitments and contingencies (Note 17)
Commitments and contingencies							Commitments and contingencies

EQUITY							EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:							Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock	—			—			Preferred stock	0		0
Common stock	221			221			Common stock	292		292
Capital in excess of par value of stock	1,845			1,725			Capital in excess of par value of stock	44,064		44,325
Accumulated other comprehensive loss	(2,421		)	(2,503		)	Accumulated other comprehensive loss	(1,518)		(1,839)
Retained earnings	34,141			33,513			Retained earnings	22,168		21,281
Less cost of treasury stock	(19,003		)	(16,779		)	Less cost of treasury stock	(28,198)		(26,237)
Total Bristol-Myers Squibb Company Shareholders’ Equity	14,783			16,177			Total Bristol-Myers Squibb Company Shareholders’ Equity	36,808		37,822
Noncontrolling interest	131			170			Noncontrolling interest	66		60
Total Equity	14,914			16,347			Total Equity	36,874		37,882
Total Liabilities and Equity	$	33,977		$	33,707		Total Liabilities and Equity	$	110,797	$	118,481

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in Millions

(UNAUDITED)


	Nine Months Ended September 30,							Six Months Ended June 30,
	2017			2016				2021		2020
Cash Flows From Operating Activities:							Cash Flows From Operating Activities:
Net earnings	$	3,304		$	3,609
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net earnings/(loss)							Net earnings/(loss)	$	3,090	$	(846)
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:							Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net	592			260			Depreciation and amortization, net	5,380		5,035
Deferred income taxes	283			(500		)	Deferred income taxes	(95)		1,365
Stock-based compensation	149			149			Stock-based compensation	308		423
Impairment charges	223			75			Impairment charges	579		116
Pension settlements and amortization	148			122			Pension settlements and amortization	25		22
Divestiture gains and royalties	(546		)	(1,082		)	Divestiture gains and royalties	(302)		(295)
Asset acquisition charges	510			274			Asset acquisition charges	801		361
Equity investment gains							Equity investment gains	(749)		(480)
Contingent consideration fair value adjustments							Contingent consideration fair value adjustments	(510)		391
Other adjustments	108			(56		)	Other adjustments	204		(91)
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables	(539		)	(896		)	Receivables	(626)		(197)
Inventories	7			(107		)	Inventories	111		2,090
Accounts payable	63			(142		)	Accounts payable	158		480
Deferred income	(91		)	445
Income taxes payable	400			(183		)	Income taxes payable	(795)		185
Other	(453		)	(353		)	Other	(695)		(129)
Net Cash Provided by Operating Activities	4,158			1,615			Net Cash Provided by Operating Activities	6,884		8,430
Cash Flows From Investing Activities:							Cash Flows From Investing Activities:
Sale and maturities of marketable securities	4,296			3,674
Purchase of marketable securities	(4,434		)	(2,248		)
Sale and maturities of marketable debt securities							Sale and maturities of marketable debt securities	1,968		3,537
Purchase of marketable debt securities							Purchase of marketable debt securities	(2,343)		(1,957)
Proceeds from sales of equity investment securities							Proceeds from sales of equity investment securities	814		12
Capital expenditures	(801		)	(844		)	Capital expenditures	(383)		(317)
Divestiture and other proceeds	526			1,193			Divestiture and other proceeds	382		336
Acquisition and other payments	(672		)	(311		)
Net Cash Provided by/(Used in) Investing Activities	(1,085		)	1,464
Acquisition and other payments, net of cash acquired							Acquisition and other payments, net of cash acquired	(401)		(445)
Net Cash Provided by Investing Activities							Net Cash Provided by Investing Activities	37		1,166
Cash Flows From Financing Activities:							Cash Flows From Financing Activities:
Short-term debt obligations, net	1,198			102			Short-term debt obligations, net	(185)		(22)
Issuance of long-term debt	1,488			—

Repayment of long-term debt	(1,224		)	—			Repayment of long-term debt	(5,522)		0
Repurchase of common stock	(2,220		)	(231		)	Repurchase of common stock	(3,011)		(81)
Dividends	(1,938		)	(1,912		)	Dividends	(2,207)		(2,038)
Other	(29		)	(7		)	Other	448		94
Net Cash Used in Financing Activities	(2,725		)	(2,048		)	Net Cash Used in Financing Activities	(10,477)		(2,047)
Effect of Exchange Rates on Cash and Cash Equivalents	59			16
Increase in Cash and Cash Equivalents	407			1,047
Cash and Cash Equivalents at Beginning of Period	4,237			2,385
Cash and Cash Equivalents at End of Period	$	4,644		$	3,432
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash							Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash	(20)		(7)
(Decrease)/Increase in Cash, Cash Equivalents and Restricted Cash							(Decrease)/Increase in Cash, Cash Equivalents and Restricted Cash	(3,576)		7,542
Cash, Cash Equivalents and Restricted Cash at Beginning of Period							Cash, Cash Equivalents and Restricted Cash at Beginning of Period	14,973		12,820
Cash, Cash Equivalents and Restricted Cash at End of Period							Cash, Cash Equivalents and Restricted Cash at End of Period	$	11,397	$	20,362

The accompanying notes are an integral part of these consolidated financial statements.

Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS

Basis of Consolidation

Bristol-Myers Squibb Company (“BMS”) prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020. All intercompany balances and transactions have been eliminated. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, ~~2016~~2020 included in the ~~2016~~2020 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining sales rebate and return accruals; legal contingencies; income taxes; determining if an acquisition or divestiture is a business or an asset; and pension and postretirement benefits. Actual results may differ from estimates.Business Segment Information

Certain prior period amounts were reclassified to conform to the current period presentation. The consolidated statements of cash flows previously presented interest rate swap contract terminations and issuance of common stock as separate line items within cash flows from financing activities which are now presented as components of other financing activities. The reclassifications provide a more concise financial statement presentation and additional information is disclosed in the notes if material.

~~Recently Adopted Accounting Standards~~

~~Share-based Payment Transactions~~

Amended guidance for share-based payment transactions was adopted in the first quarter of 2017. Net excess tax benefits of $30 million for the nine months ended September 30, 2017 were recognized prospectively as a reduction of tax expense rather than capital in excess of par value of stock. Net excess tax benefits are also presented as an operating cash flow rather than a financing cash flow, and cash payments to tax authorities in connection with shares withheld for statutory tax withholding requirements are presented as a financing cash flow rather than an operating cash flow. The changes in cash flow presentation were applied retrospectively and increased operating cash flows and decreased financing cash flows by $113 million for the nine months ended September 30, 2017 and $193 million for the nine months ended September 30, 2016.

~~Income Tax Accounting for Intra-entity Transfers of Assets Other Than Inventory~~

Amended guidance on income tax accounting for intra-entity transfers of assets other than inventory was early adopted in the first quarter of 2017 on a modified retrospective approach. The amended guidance requires tax consequences of these transfers be recognized in the period the transfer takes place. Net reductions to prepaid and deferred tax assets pertaining to pre-2017 internal transfers of intellectual property of $787 million were adjusted through retained earnings as a cumulative effect of an accounting change which will reduce the annual tax expense by $86 million beginning in 2017. In addition, the tax consequences of additional internal transfers of intellectual property that may occur in the future will be included in income tax expense upon transfer and not amortized in subsequent periods.

~~Recently Issued Accounting Standards~~

~~Accounting for Hedging Activities~~

In August 2017, the FASB issued amended guidance on derivatives and hedging. The amended guidance revises and expands items eligible for hedge accounting, simplifies hedge effectiveness testing and changes the timing of recognition and presentation for certain hedged items. Certain disclosure requirements are also modified for hedging activities on a prospective basis. The guidance is effective in 2019 with early adoption permitted on a modified retrospective approach. The Company is assessing the potential impact of the new standard.

~~Presentation of Net Periodic Pension and Postretirement Benefits~~

In March 2017, the FASB issued amended guidance requiring all net periodic benefit components for defined benefit pension and other postretirement plans other than service costs to be recorded outside of income from operations (other income). The guidance is effective in 2018 on a retrospective basis. The Company expects that annual cost of products sold; marketing, selling and administrative; and research and development expenses will increase by approximately $130 million in the aggregate with a corresponding offset in other income.

~~Revenue from Contracts with Customers~~

Amended guidance for revenue recognition will be adopted in the first quarter of 2018 using the modified retrospective method with the cumulative effect of the change recognized in retained earnings. The new guidance referred to as ASC 606 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and replaces most of the existing revenue recognition standards in U.S. GAAP. A five step model will be utilized to achieve the core principle; (1) identify the customer contract, (2) identify the contract’s performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenue when or as a performance obligation is satisfied.

The Company’s assessment of the new standard’s impact is substantially complete. The timing of recognizing revenue is not expected to change for typical net product sales to customers, most existing alliance arrangements as well as royalties and sale-based milestones from out-licensing arrangements. In addition, the timing of recognizing royalties, sales-based milestones and other forms of contingent consideration resulting from the divestiture of businesses is not expected to change.

However, transaction prices are no longer required to be fixed or determinable and certain variable consideration might be recognized prior to the occurrence or resolution of the contingent event to the extent it is probable that a significant reversal in the amount of estimated cumulative revenue will not occur. Certain estimated future royalties and termination fees for licensing rights previously reacquired by alliance partners are expected to be recognized as contract assets upon adoption of the new standard. Refer to the Sanofi and Erbitux* Japan arrangements in "Note 3. Alliances" of the 2016 Form 10-K. As a result of the new guidance and cumulative effect adjustment, revenue and other income is expected to be lower in 2018 by approximately $225 million and $125 million, respectively, compared to what would have been reported under the previous standard.

~~In addition to the items discussed above, the following recently issued accounting standards have not been adopted. Refer to the 2016 Form 10-K for additional information and their potential impacts.~~



~~Accounting Standard Update~~	~~Effective Date~~
~~Recognition and Measurement of Financial Assets and Liabilities~~	~~January 1, 2018~~
~~Definition of a Business~~	~~January 1, 2018~~
~~Leases~~	~~January 1, 2019~~
~~Financial Instruments - Measurement of Credit Losses~~	~~January 1, 2020~~
~~Goodwill Impairment Testing~~	~~January 1, 2020~~

~~Note~~ 2~~. BUSINESS SEGMENT INFORMATION~~

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with BMS’s operational structure, the Chief Executive Officer (“CEO”), as the chief operating decision maker, manages and allocates resources at the global corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with our overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the ~~chief executive officer~~CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue.”

~~Product revenues~~

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the ~~composition~~year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of ~~total revenues~~full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for business combinations; impairments of intangible assets; sales rebate and return accruals; legal contingencies; and income taxes. Actual results may differ from estimates.

Reclassifications

Certain reclassifications were ~~as follows:~~made to conform the prior period consolidated financial statements to the current period presentation. Cash payments resulting from licensing arrangements, including upfront and contingent milestones previously included in operating activities in the consolidated statements of cash flows are now presented in investing activities. The adjustment resulted in an increase to net cash provided by operating activities and net cash used in investing activities of $267 million in the six months ended June 30, 2020. Proceeds received from the sale of equity investment securities previously presented in Divestiture and other proceeds in the consolidated statements of cash flows is now presented separately in Proceeds from sales of equity investment securities. These reclassifications did not have an impact on net assets or net earnings.

Recently Adopted Accounting Standards

In December 2019, the FASB issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. BMS adopted the new guidance effective January 1, 2021. The amended guidance did not have a material impact on BMS’s results of operations.

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Prioritized Brands
Opdivo $ 1,265
$ 920
$ 3,587
$ 2,464
Eliquis 1,232
884
3,509
2,395
Orencia 632
572
1,817
1,640
Sprycel 509
472
1,478
1,330
Yervoy 323
285
975
789
Empliciti 60
41
168
103
Established Brands
Hepatitis C Franchise 73
379
347
1,352
Baraclude 264
306
819
896
Sustiva Franchise 183
275
555
819
Reyataz Franchise 174
238
555
706
Other Brands 539
550
1,517
1,690
Total Revenues $ 5,254
$ 4,922
$ 15,327
$ 14,184

Net product sales $ 4,862
$ 4,492
$ 14,212
$ 12,888
Alliance revenues 334
402
957
1,229
Other revenues 58
28
158
67
Total Revenues $ 5,254
$ 4,922
$ 15,327
$ 14,184

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Net product sales	$	11,405	$	9,817	$	22,203	$	20,358
Alliance revenues	159		163		301		268
Other revenues	139		149		272		284
Total Revenues	$	11,703	$	10,129	$	22,776	$	20,910

Products are sold principally to wholesalers, distributors, specialty pharmacies, and to a lesser extent, directly to retailers, hospitals, clinics and government agencies. Customer orders are generally fulfilled within a few days of receipt resulting in minimal order backlog. Contractual performance obligations are usually limited to transfer of control of the product to the customer. The transfer occurs either upon shipment, upon receipt of the product after considering when the customer obtains legal title to the product, or upon infusion for cell therapies and when BMS obtains a right of payment. At these points, customers are able to direct the use of and obtain substantially all of the remaining benefits of the product.

The following table summarizes GTN adjustments:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Gross product sales	$	16,782	$	13,788	$	32,341	$	28,474
GTN adjustments(a)
Charge-backs and cash discounts	(1,720)		(1,292)		(3,306)		(2,632)
Medicaid and Medicare rebates	(2,139)		(1,482)		(3,857)		(2,980)
Other rebates, returns, discounts and adjustments	(1,518)		(1,197)		(2,975)		(2,504)
Total GTN adjustments	(5,377)		(3,971)		(10,138)		(8,116)
Net product sales	$	11,405	$	9,817	$	22,203	$	20,358

(a) Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $85 million and $302 million for the three and six months ended June 30, 2021, and $44 million and $116 million for the three and six months ended June 30, 2020, respectively.

The following table summarizes the disaggregation of revenue by product and region:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Prioritized Brands
Revlimid	$	3,202	$	2,884	$	6,146	$	5,799
Eliquis	2,792		2,163		5,678		4,804
Opdivo	1,910		1,653		3,630		3,419
Orencia	814		750		1,572		1,464
Pomalyst/Imnovid	854		745		1,627		1,458
Sprycel	541		511		1,011		1,032
Yervoy	510		369		966		765
Abraxane	296		308		610		608
Empliciti	86		97		171		194
Reblozyl	128		55		240		63
Inrebic	16		15		32		27
Onureg	12		0		27		0
Zeposia	28		1		46		1
Breyanzi	17		0		17		0
Abecma	24		0		24		0

Established Brands
Vidaza	45		126		99		284
Baraclude	109		121		222		243
Other Brands	319		331		658		749
Total Revenues	$	11,703	$	10,129	$	22,776	$	20,910

United States	$	7,388	$	6,487	$	14,398	$	13,253
Europe	2,689		2,136		5,242		4,703
Rest of the World	1,435		1,334		2,781		2,669
Other(a)	191		172		355		285
Total Revenues	$	11,703	$	10,129	$	22,776	$	20,910

(a) Other revenues include royalties and alliance-related revenues for products not sold by BMS’s regional commercial organizations.

Revenue recognized from performance obligations satisfied in prior periods was $146 million and $430 million for the three and six months ended June 30, 2021 and $98 million and $228 million for the three and six months ended June 30, 2020, respectively, consisting primarily of revised estimates for GTN adjustments related to prior period sales and royalties for out-licensing arrangements. Contract assets were not material at June 30, 2021 and December 31, 2020.

Note 3.3. ALLIANCES

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and ~~are~~ exposed to significant risks and rewards depending on the commercial success of the activities. BMS may either in-license intellectual property owned by the other party or out-license its intellectual property to the other party. These arrangements also typically include research, development, manufacturing, and/or commercial activities and can cover a single investigational compound or commercial product or multiple compounds and/or products in various life cycle stages. The rights and obligations of the parties can be global or limited to geographic regions. ~~We refer~~BMS refers to these collaborations as alliances and ~~our~~its partners as alliance partners. ~~Products sold through alliance arrangements in certain markets include~~ ~~Opdivo~~, ~~Eliquis~~, ~~Orencia~~, ~~Sprycel~~, ~~Yervoy~~, ~~Empliciti~~, ~~Sustiva~~ (Atripla*~~) and certain other brands.~~

Selected financial information pertaining to ~~our~~ alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Revenues from alliances:
Net product sales	$	2,805	$	2,201	$	5,687	$	4,924
Alliance revenues	159		163		301		268
Total Revenues	$	2,964	$	2,364	$	5,988	$	5,192

Payments to/(from) alliance partners:
Cost of products sold	$	1,346	$	1,050	$	2,743	$	2,356
Marketing, selling and administrative	(48)		(38)		(97)		(78)
Research and development	736		233		743		279
Other (income)/expense, net	(14)		(16)		(19)		(31)

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Revenues from alliances:
Net product sales $ 1,764
$ 1,465
$ 5,045
$ 4,031
Alliance revenues 334
402
957
1,229
Total Revenues $ 2,098
$ 1,867
$ 6,002
$ 5,260

Payments to/(from) alliance partners:
Cost of products sold $ 678
$ 572
$ 1,969
$ 1,543
Marketing, selling and administrative (16 ) (3 ) (39 ) (10 )
Research and development (12 ) (7 ) (6 ) 23
Other (income)/expense (151 ) (160 ) (545 ) (864 )

Noncontrolling interest, pretax 4
3
9
13


Dollars in Millions	June 30, 2021		December 31, 2020
Selected Alliance Balance Sheet information:
Receivables – from alliance partners	$	349	$	343
Accounts payable – to alliance partners	2,032		1,093
Deferred income from alliances(a)	349		366

(a) Includes unamortized upfront and milestone payments.

Selected Alliance Balance Sheet information:
Dollars in Millions September 30,
2017 December 31,
2016
Receivables - from alliance partners $ 878
$ 903
Accounts payable - to alliance partners 634
555
Deferred income from alliances^(a)
1,060
1,194


~~(a)~~	~~Includes unamortized upfront, milestone and other licensing proceeds, revenue deferrals attributed to~~ Atripla* ~~and undelivered elements of diabetes business divestiture proceeds. Amortization of deferred income (primarily related to alliances) was $59 million and~~ ~~$193 million~~ ~~for the nine months ended September 30, 2017 and 2016, respectively.~~

Specific information pertaining to ~~each of our~~ significant alliances ~~is discussed in our 2016 Form 10-K,~~ including their nature and ~~purpose,~~purpose; the significant rights and obligations of the ~~parties~~parties; and specific accounting policy ~~elections. Significant developments and updates related to alliances during the nine months ended September 30, 2017~~elections are ~~set forth below.~~

~~AstraZeneca~~

~~BMS received $100 million from AstraZeneca as additional contingent consideration for the diabetes business divestiture upon achievement of a regulatory approval milestone~~discussed in the ~~first quarter of 2017 (included in other income).~~2020 Form 10-K.

~~F-Star Alpha~~Eisai

In the first quarter of 2017, BMS discontinued development of FS102 (an anti-HER2 antibody fragment) which was in Phase I development for the treatment of breast and gastric cancer. BMS will not exercise its option to purchase F-Star Alpha which was previously consolidated by BMS as a variable interest entity. As a result, an IPRD charge of $75 million was included in R&D expense and attributed to noncontrolling interest in the first quarter of 2017.

~~Note 4. ACQUISITIONS, DIVESTITURES AND LICENSING ARRANGEMENTS~~

~~Acquisitions~~

~~IFM~~

In the third quarter of 2017, BMS acquired all of the outstanding shares of IFM, a private biotechnology company focused on developing therapies that modulate novel targets in the innate immune system to treat cancer, autoimmunity and inflammatory diseases. The acquisition provides BMS with full rights to IFM's preclinical STING and NLRP3 agonist programs focused on enhancing the innate immune response for treating cancer. The consideration includes an upfront payment of $300 million and contingent development, regulatory and sales-based milestone payments of up to $1.0 billion for the first product from each of the two programs and additional contingent milestone payments of up to $555 million for any subsequent products from these programs. No significant IFM processes were acquired, therefore the transaction was accounted for as an asset acquisition because IFM was determined not to be a business as that term is defined in ASC 805 - Business Combinations. BMS also paid $25 million for certain negotiation rights to collaborate, license or acquire an NLRP3 antagonist program from a newly formed entity established by the former shareholders of IFM. The transactions resulted in $310 million of R&D expense and $15 million of deferred tax assets for net operating losses and tax credit carryforwards.

~~Flexus~~

In the second quarter of ~~2017,~~2021, BMS and Eisai commenced an exclusive global strategic collaboration for the co-development and co-commercialization of MORAb-202, a ~~$100 million milestone was achieved~~selective folate receptor alpha antibody-drug conjugate being investigated in endometrial, ovarian, lung and ~~paid to former stockholders of Flexus as additional contingent consideration following the commencement of a~~breast cancers. MORAb-202 is currently in Phase I/II clinical ~~study~~trials for solid tumors.

BMS and Eisai will jointly develop and commercialize MORAb-202 in the U.S., Canada, Europe, Russia, Japan, China and certain other countries in the Asia-Pacific region (the “collaboration territory”). Eisai will be responsible for the global manufacturing and supply. Profits, research and development and commercialization costs are shared in the collaboration territories. BMS will be responsible for development and commercialization outside of ~~an anti-cancer IDO inhibitor. The additional consideration~~the collaboration territory and will pay a royalty on those sales.

A $650 million upfront collaboration fee was included in ~~R&D~~Research and development expense ~~as the Flexus acquisition~~ in ~~2015 was accounted for as an asset acquisition.~~

~~Cardioxyl~~

In the second quarter of ~~2017, a $100 million milestone was achieved~~2021 and paid in the third quarter of 2021. BMS is also obligated to ~~former stockholders~~pay up to $2.5 billion upon the achievement of ~~Cardioxyl as additional~~ contingent ~~consideration~~development, regulatory and sales-based milestones.

Note 4. DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Divestitures

The following table summarizes the ~~commencement~~financial impact of ~~a Phase II clinical study of a cardiovascular Nitroxyl Donor. The additional consideration was~~divestitures including royalties, which are included in ~~R&D~~ Other (income)/expense, ~~as the Cardioxyl acquisition in 2015 was accounted for as an asset acquisition.~~

~~Divestitures~~

~~SK Biotek~~

In the second quarter of 2017, BMS agreed to sell its small molecule active pharmaceutical ingredient manufacturing operations in Swords, Ireland to SK Biotek. The divestiture includes the transfer of the facility, the majority of employees at the site, inventories and certain third-party contract manufacturing obligations. The purchase price is expected to be approximately $140 million subject to inventory levels on the date of closing. The transaction is expected to close in the fourth quarter of 2017 subject to SK Biotek's receipt of certain environmental permits and other customary closing conditions and will be accounted for as a sale of a business. Net assets of approximately $140 million were accounted for as held-for-sale as of September 30, 2017, consisting primarily of inventories and property, plant and equipment, and were included in prepaid expenses and other. The assets were reduced to their estimated relative fair value after considering the purchase price resulting in an impairment charge of $128 million that was included in cost of products sold in the nine months ended September 30, 2017. SK Biotek will provide certain manufacturing services for BMS through 2022. Revenuesnet. Revenue and pretax earnings related to ~~this operation~~all divestitures were not material in ~~2017 and 2016~~all periods presented (excluding ~~the impairment charge)~~divestiture gains or losses).


	Three Months Ended June 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2021		2020		2021		2020		2021		2020
Diabetes Business	$	132	$	127	$	0	$	0	$	(152)	$	(129)
Erbitux* Business	6		3		0		0		0		0
Manufacturing Operations	23		10		0		0		0		0

Mature Brands and Other	41		1		(11)		9		0		(1)
Total	$	202	$	141	$	(11)	$	9	$	(152)	$	(130)


	Six Months Ended June 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2021		2020		2021		2020		2021		2020
Diabetes Business	$	296	$	280	$	0	$	0	$	(286)	$	(256)
Erbitux* Business	6		7		0		0		0		0
Manufacturing Operations	23		10		0		(1)		0		0
Plavix* and Avapro/Avalide	5		7		0		(12)		0		0
Mature Brands and Other	52		32		(11)		6		(1)		(32)
Total	$	382	$	336	$	(11)	$	(7)	$	(287)	$	(288)

(a) Includes royalties received subsequent to the related sale of the asset or business.

Licensing and Other Arrangements

~~Halozyme~~

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, up-front licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Keytruda* royalties	$	(204)	$	(155)	$	(396)	$	(316)
Tecentriq* royalties	(23)		0		(45)		0
Up-front licensing fees	0		0		0		(30)
Contingent milestone income	(2)		(5)		(2)		(46)
Amortization of deferred income	(15)		(15)		(30)		(30)
Other royalties	(9)		(6)		(12)		(11)
Total	$	(253)	$	(181)	$	(485)	$	(433)

Agenus

In ~~the third quarter of 2017,~~July 2021, BMS ~~and Halozyme announced~~obtained a global ~~collaboration~~exclusive license to Agenus’ proprietary AGEN1777 bispecific antibody program that blocks TIGIT and ~~license agreement to develop subcutaneously administered~~an additional target. AGEN1777 is being studied in oncology and is in preclinical development. BMS IO medicines using Halozyme's ENHANZE* drug-delivery technology. This technology may allow for more rapid delivery of large volume injectable medications, such as medications that are currently delivered intravenously, through subcutaneous delivery. BMS agreed to pay $105 million to Halozyme for access to the technology which will be ~~included in R&D expense in~~responsible for the ~~fourth quarter~~development and any subsequent commercialization of ~~2017.~~AGEN1777 and its related products worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. BMS ~~has designated multiple IO targets, including PD-1,~~paid a $200 million upfront licensing fee to ~~develop using the ENHANZE* technology~~Agenus and ~~has an option~~is obligated to ~~select additional targets within five years from the effective date up to a maximum of 11 targets. BMS may~~ pay up to ~~$160 million~~$1.4 billion upon achievement of contingent development, regulatory and sales-based milestone events for each of the nominated collaboration targets, additional milestone payments for combination products and future royalties on sales of products using the ENHANZE* technology. The agreement is subject to obtaining customary regulatory and antitrust approvals.

~~CytomX~~

In the second quarter of 2017, BMS expanded its strategic collaboration with CytomX to discover novel therapies using CytomX’s proprietary Probody platform. As part of the original May 2014 collaboration to discover, develop and commercialize Probody therapeutics, BMS selected four oncology targets, including CTLA-4. Pursuant to the expanded agreement, CytomX will grant BMS exclusive worldwide rights to develop and commercialize Probody therapeutics for up to eight additional targets. BMS paid CytomX $75 million for the rights to the initial four targets which was expensed as R&D prior to 2017. BMS paid $200 million to CytomX for access to the additional targets which was included in R&D expense in the second quarter of 2017. BMS will also reimburse CytomX for certain research costs over the collaboration period, pay up to $448 million upon achievement of contingent development, regulatory and sales milestone events for each collaboration target and future royalties if a product is approved and commercialized.

~~Biogen~~

In the second quarter of 2017, BMS out-licensed to Biogen exclusive rights to develop and commercialize BMS-986168, an anti-eTau compound in development for Progressive Supranuclear Palsy. Biogen paid $300 million to BMS which was included in other income in the second quarter of 2017 as BMS has no further performance obligations as part of the agreement. BMS is also entitled to contingent development, regulatory and sales based milestone payments of up to $410 million if achievedmilestones as well as ~~future~~ royalties if the product is ultimately approved and commercialized. BMS originally acquired the rights to this compound in 2014 through its acquisition of iPierian. Biogen assumed all of BMS’s remaining obligations to the former stockholders of iPierian.on global net sales.

~~Roche~~

In the second quarter of 2017, BMS out-licensed to Roche exclusive rights to develop and commercialize BMS-986089, an anti-myostatin adnectin in development for Duchenne Muscular Dystrophy. Roche paid $170 million to BMS which was included in other income in the second quarter of 2017 as BMS has no further performance obligations as part of the agreement. BMS will also be entitled to contingent development and regulatory milestone payments of up to $205 million if achieved and future royalties if the product is ultimately approved and commercialized.

Note 5.5. OTHER (INCOME)/EXPENSE, NET


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Interest expense	$	330	$	357	$	683	$	719
Contingent consideration	0		(165)		(510)		391
Royalties and licensing income	(405)		(311)		(772)		(721)
Equity investment gains	(148)		(818)		(749)		(480)
Integration expenses	152		166		293		340
Provision for restructuring	78		115		123		275
Litigation and other settlements	44		(1)		36		31
Transition and other service fees	(22)		(50)		(37)		(111)
Investment income	(12)		(25)		(21)		(86)
Reversion excise tax	0		0		0		76
Divestiture (gains)/losses	(11)		9		(11)		(7)
Intangible asset impairment	0		21		0		21

Loss on debt redemption	0		0		281		0


Other	(8)		(34)		(20)		(21)
Other (income)/expense, net	$	(2)	$	(736)	$	(704)	$	427

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Interest expense $ 48
$ 42
$ 145
$ 127
Investment income (37 ) (32 ) (104 ) (81 )
Provision for restructuring 28
19
207
41
Litigation and other settlements^(a)
—
(1 ) (489 ) 48
Equity in net income of affiliates (21 ) (19 ) (59 ) (65 )
Divestiture (gains)/losses 1
(21 ) (126 ) (574 )
Royalties and licensing income^(b)
(209 ) (158 ) (1,093 ) (579 )
Transition and other service fees (12 ) (57 ) (32 ) (184 )
Pension charges 22
19
91
66
Intangible asset impairments —
—
—
15
Equity investment impairment —
—
—
45
Loss on debt redemption —
—
109
—
Other (11 ) (16 ) (26 ) (57 )
Other (income)/expense $ (191 ) $ (224 ) $ (1,377 ) $ (1,198 )


~~(a)~~	~~Includes BMS's share of a patent-infringement litigation settlement of $481 million related to Merck's PD-1 antibody~~ Keytruda* ~~in the nine months ended September 30, 2017.~~


~~(b)~~	~~Includes upfront licensing fees of $470 million from Biogen and Roche in the nine months ended September 30, 2017.~~

Note 6. RESTRUCTURING

Celgene Acquisition Plan

In ~~October 2016, the Company announced~~2019, a restructuring and integration plan was implemented as an initiative to ~~evolve~~realize sustainable run rate synergies resulting from cost savings and ~~streamline its operating model~~avoidance from the Celgene acquisition which is currently expected to be approximately $3.0 billion. The synergies are expected to be realized in Cost of products sold (10%), Marketing, selling and ~~expects to incur charges in connection with employee workforce reductions~~administrative expenses (55%) and ~~early site exits. The majority~~Research and development expenses (35%). Charges of ~~the charges~~approximately $3.0 billion are expected to be incurred through ~~2020, range between $1.5~~2022. Cumulative charges of approximately $2.3 billion ~~to $2.0 billion~~have been recognized including integration planning and ~~consist of~~execution expenses, employee termination benefit costs and accelerated stock-based compensation, contract termination costs ~~plant and equipment accelerated depreciation and impairment charges~~ and other shutdown costs associated with site ~~shutdown costs.~~exits. Cash outlays in connection with these actions are expected to be approximately ~~40%~~$2.5 billion. Employee workforce reductions were approximately 240 and 900 for the six months ended June 30, 2021 and 2020, respectively.

MyoKardia Acquisition Plan

In 2020, a restructuring and integration plan was initiated to ~~50% of~~realize expected cost synergies resulting from cost savings and avoidance from the ~~total charges.~~MyoKardia acquisition. Charges of ~~$631~~approximately $150 million are expected to be incurred through 2022, and consist of integration planning and execution expenses, employee termination benefit costs and other costs. Cumulative charges of approximately $95 million have been recognized for these actions.

Company Transformation

In 2016, a restructuring plan was announced to evolve and streamline BMS’s operating model. Cumulative charges of approximately $1.5 billion were recognized for these actions since the ~~announcement ($82~~announcement. Actions under the plan were completed as of December 31, 2020.

The following provides the charges related to restructuring initiatives by type of cost:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Celgene Acquisition Plan	$	200	$	317	$	373	$	641
MyoKardia Acquisition Plan	19		0		56		0
Company Transformation	0		23		0		105
Total charges	$	219	$	340	$	429	$	746

Employee termination costs	$	75	$	107	$	119	$	256
Other termination costs	3		8		4		19
Provision for restructuring	78		115		123		275
Integration expenses	152		166		293		340
Accelerated depreciation	0		11		0		41
Asset impairments	0		39		24		81
Other shutdown costs, net	(11)		9		(11)		9
Total charges	$	219	$	340	$	429	$	746

Cost of products sold	$	0	$	11	$	24	$	27
Marketing, selling and administrative	0		1		0		1
Research and development	0		39		0		95
Other (income)/expense, net	219		289		405		623
Total charges	$	219	$	340	$	429	$	746

The following summarizes the charges and spending related to restructuring plan activities:


	Six Months Ended June 30,
Dollars in Millions	2021		2020
Liability at December 31	$	148	$	100
Provision for restructuring(a)	114		228
Foreign currency translation and other	(2)		1
Payments	(134)		(188)
Liability at June 30	$	126	$	141

(a) Includes a reduction of the liability resulting from changes in estimates of $8 million and ~~$534~~$6 million for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017, respectively). These charges include an impairment charge~~2021 and 2020, respectively. Excludes $9 million and $47 million for the ~~manufacturing operations in Swords, Ireland discussed in "—Note 4. Acquisitions, Divestitures~~six months ended June 30, 2021 and ~~Licensing Arrangements." Restructuring charges are recognized upon meeting certain criteria, including finalization~~2020, respectively, of ~~committed plans, reliable estimates and discussions with local works councils in certain markets.~~

~~Other restructuring charges recognized prior~~accelerated stock-based compensation relating to the above actions were primarily related to specialty care transformation initiatives designed to create a more simplified organization across all functions and geographic markets. In addition, accelerated depreciation and other charges were incurred in connection with the expected early exits of a manufacturing site in Ireland and R&D site in the U.S.Celgene Acquisition Plan.

Employee workforce reductions were approximately 1,200 and 500 for the nine months ended September 30, 2017 and 2016, respectively, across all geographic regions for manufacturing, marketing, selling, administrative and R&D personnel.

~~The following tables summarize the charges and activity related to the restructuring actions:~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Employee termination costs $ 18
$ 17
$ 190
$ 32
Other termination costs 10
2
17
9
Provision for restructuring 28
19
207
41
Accelerated depreciation 64
15
216
42
Asset impairments 1
—
144
—
Other shutdown costs —
6
3
13
Total charges $ 93
$ 40
$ 570
$ 96

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Cost of products sold $ 1
$ 7
$ 131
$ 15
Research and development 64
14
232
40
Other (income)/expense 28
19
207
41
Total charges $ 93
$ 40
$ 570
$ 96

Nine Months Ended September 30,
Dollars in Millions 2017 2016
Liability at January 1 $ 114
$ 125
Charges 233
48
Change in estimates (26 ) (7 )
Provision for restructuring 207
41
Foreign currency translation 17
2
Spending (179 ) (88 )
Liability at September 30 $ 159
$ 80

Note 7. INCOME TAXES


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2021			2020			2021			2020
Earnings Before Income Taxes	$	1,553		$	1,627		$	4,083		$	1,323
Provision for Income Taxes	492			1,707			993			2,169
Effective Tax Rate	31.7		%	104.9		%	24.3		%	163.9		%

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Earnings Before Income Taxes $ 1,183
$ 1,559
$ 4,433
$ 4,829
Provision for Income Taxes 327
344
1,129
1,220
Effective Tax Rate 27.6 % 22.1 % 25.5 % 25.3 %

Income taxes in interim periods are determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The effective tax ~~rate is lower than~~rates in 2021 and 2020 were impacted by low jurisdictional tax rates attributed to the ~~U.S. statutory rate~~unwinding of ~~35% which is primarily attributable to undistributed earnings~~inventory fair value adjustments and intangible asset amortization and contingent value rights fair value adjustments that are not taxable or deductible. The three and six months ended June 30, 2020 includes an $853 million deferred tax charge resulting from an internal transfer of certain foreign subsidiaries in low tax jurisdictions that have been considered or are expected to be indefinitely reinvested offshore. These undistributed earnings primarily relate to operations in Switzerland, Ireland and Puerto Rico. If these undistributed earnings are repatriatedintangible assets to the U.S. inand an additional $255 million GILTI tax charge upon finalization of the ~~future, or if it were determined that such earnings are~~Otezla* divestiture tax consequences with tax authorities. Additional changes to be remitted in the foreseeable future, additional tax provisions would be required. Due to complexities in the tax laws and assumptions that would have to be made, it is not practicable to estimate the amounts of income taxes that would have to be provided. Reforms to U.S. tax laws related to foreign earnings have been proposed and if adopted, may increase taxes, which could reduce the results of operations and cash flows. BMS operates under a favorable tax grant in Puerto Rico not scheduled to expire prior to 2023.

~~Jurisdictional tax rates and other tax impacts attributed to R&D charges, divestiture transactions and other discrete pretax items increased~~ the effective tax rate ~~by 3.7%~~may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and ~~3.1% in~~tax reserves and revised interpretations or changes to the ~~nine months ended September 30, 2017 and 2016, respectively, including non-deductible R&D asset acquisition charges and goodwill allocated to business divestitures. The~~relevant tax ~~impact for discrete items are reflected immediately and are not considered in estimating the annual effective tax rate.~~code.

The adoption of the amended guidance for intra-entity transfers of assets other than inventory and share-based payment transactions reduced the effective tax rate by 2.1% in the nine months ended September 30, 2017. Refer to "—Note 1. Basis of Presentation and Recently Issued Accounting Standards" for additional information.

BMS is currently under examination by a number of tax authorities which have proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. It is reasonably possible that ~~new issues will be raised by tax authorities which may require adjustments to~~ the ~~amount of unrecognized tax benefits; however, an estimate of such adjustments cannot reasonably be made at this time.~~

~~It is also reasonably possible that the total~~ amount of unrecognized tax benefits at ~~September~~June 30, ~~2017~~2021 could decrease in the range of approximately ~~$255~~$430 million to ~~$315~~$480 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.

BMS is currently under examination by a number of tax authorities, which have proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax positions for the 2008 to 2012 tax years. BMS disagrees with the IRS’s positions and continues to work cooperatively with the IRS to resolve these open tax audits. It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits; however, an estimate of such increases cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by tax jurisdiction.

Note 8. EARNINGS/(LOSS) PER SHARE


	Three Months Ended June 30,				Six Months Ended June 30,
Amounts in Millions, Except Per Share Data	2021		2020		2021		2020
Net Earnings/(Loss) Attributable to BMS Used for Basic and Diluted EPS Calculation	$	1,055	$	(85)	$	3,076	$	(860)

Weighted-Average Common Shares Outstanding – Basic	2,227		2,263		2,232		2,261
Incremental Shares Attributable to Share-Based Compensation Plans	25		0		26		0
Weighted-Average Common Shares Outstanding – Diluted	2,252		2,263		2,258		2,261

Earnings/(Loss) per Common Share
Basic	$	0.47	$	(0.04)	$	1.38	$	(0.38)
Diluted	0.47		(0.04)		1.36		(0.38)

The total number of potential shares of common stock excluded from the diluted earnings/(loss) per common share computation because of the antidilutive impact was 9 million for both the three and six months ended June 30, 2021 and 127 million for both the three and six months ended June 30, 2020.

Note 8~~. EARNINGS PER SHARE~~

Three Months Ended September 30, Nine Months Ended September 30,
Amounts in Millions, Except Per Share Data 2017 2016 2017 2016
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation $ 845
$ 1,202
$ 3,335
$ 3,563

Weighted-average common shares outstanding – basic 1,639
1,671
1,648
1,670
Incremental shares attributable to share-based compensation plans 6
8
7
9
Weighted-average common shares outstanding – diluted 1,645
1,679
1,655
1,679

Earnings per Common Share:
Basic $ 0.52
$ 0.72
$ 2.02
$ 2.13
Diluted $ 0.51
$ 0.72
$ 2.02
$ 2.12

~~Note~~ 9.9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:


	June 30, 2021						December 31, 2020
Dollars in Millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents - money market and other securities	$	0	$	9,246	$	0	$	0	$	12,361	$	0
Marketable debt securities:
Certificates of deposit	0		1,591		0		0		1,020		0

Corporate debt securities	0		498		0		0		698		0
Derivative assets	0		131		19		0		42		27
Equity investments	3,275		139		0		3,314		138		0
Derivative liabilities	0		42		0		0		270		0
Contingent consideration liability:
Contingent value rights	10		0		0		530		0		0
Other acquisition related contingent consideration	0		0		67		0		0		78

September 30, 2017 December 31, 2016
Dollars in Millions Level 1 Level 2 Level 1 Level 2
Cash and cash equivalents - Money market and other securities $ —
$ 3,915
$ —
$ 3,532
Marketable securities:
Certificates of deposit —
176
—
27
Commercial paper —
977
—
750
Corporate debt securities —
3,725
—
3,947
Equity funds —
119
—
101
Fixed income funds —
7
—
7
Derivative assets —
31
—
75
Equity investments 90
—
24
—
Derivative liabilities —
(63 ) —
(30 )

As further described in ~~"Note~~“Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value ~~Measurements"~~Measurements” in ~~our 2016~~the Company’s 2020 Form 10-K, ~~our~~the Company’s fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs),; (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs).

Contingent consideration obligations are recorded at their estimated fair values and these obligations are revalued each reporting period until the related contingencies are resolved. The contingent value rights are adjusted to fair value using the traded price of the securities at the end of each reporting period. The fair value measurements for other contingent consideration liabilities are estimated using probability-weighted discounted cash flow approaches that are based on significant unobservable inputs related to product candidates acquired in business combinations and are reviewed quarterly. These inputs include, as applicable, estimated probabilities and timing of achieving specified development and regulatory milestones and the discount rate used to calculate the present value of estimated future payments. Significant changes which increase or decrease the probabilities of achieving the related development and regulatory events or shorten or lengthen the time required to achieve such events would result in corresponding increases or decreases in the fair values of these obligations. The fair value of other acquisition related contingent consideration as of June 30, 2021 was calculated using the following significant unobservable inputs:


			Ranges (weighted average) utilized as of:
Inputs			June 30, 2021
Discount rate			0.3% to 1.3% (0.6%)
Probability of payment			0% to 80% (2.4%)
Projected year of payment for development and regulatory milestones			2022 to 2028

There were no ~~Level~~transfers between levels 1, 2 and 3 ~~financial assets or liabilities as~~during the six months ended June 30, 2021. The following table represents a roll-forward of ~~September 30, 2017 and December 31, 2016.~~the fair value of level 3 instruments:


	Six Months Ended June 30, 2021				Six Months Ended June 30, 2020
Dollars in Millions	Asset		Liability		Asset		Liability
Fair value as of January 1	$	27	$	78	$	—	$	106

Changes in estimated fair value	(8)		2		—		(36)
Payments	—		(12)		—		—
Foreign exchange	—		(1)		—		1
Fair value as of June 30	$	19	$	67	$	—	$	71

Available-for-sale Debt Securities and Equity Investments

The following table summarizes available-for-sale debt securities:


	June 30, 2021								December 31, 2020
Dollars in Millions	Amortized Cost		Gross Unrealized						Amortized Cost		Gross Unrealized
			Gains		Losses		Fair Value				Gains		Losses		Fair Value
Certificates of deposit	$	1,591	$	0	$	0	$	1,591	$	1,020	$	0	$	0	$	1,020

Corporate debt securities	490		8		0		498		684		14		0		698
Total available-for-sale debt securities(a)	$	2,081	$	8	$	0	$	2,089	$	1,704	$	14	$	0	$	1,718

September 30, 2017 December 31, 2016
Dollars in Millions Amortized Cost Gross Unrealized Amortized Cost Gross Unrealized
Gains Losses Fair Value Gains Losses Fair Value
Certificates of deposit $ 176
$ —
$ —
$ 176
$ 27
$ —
$ —
$ 27
Commercial paper 977
—
—
977
750
—
—
750
Corporate debt securities 3,713
15
(3 ) 3,725
3,945
10
(8 ) 3,947
Equity investments 57
34
(1 ) 90
31
—
(7 ) 24
$ 4,923
$ 49
$ (4 ) $ 4,968
$ 4,753
$ 10
$ (15 ) $ 4,748

Financial assets measured using the fair value option
Equity and fixed income funds^(a)
126
108
Total $ 5,094
$ 4,856
(a) All marketable debt securities mature within two years as of June 30, 2021 and December 31, 2020.

12The following summarizes the carrying amount of equity investments:


Dollars in Millions	June 30, 2021		December 31, 2020
Equity investments with readily determinable fair values	$	3,414	$	3,452
Equity investments without readily determinable fair values	616		694
Equity method investments	638		549
Total equity investments	$	4,668	$	4,695

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.

Dollars in Millions September 30,
2017 December 31,
2016
Current marketable securities $ 2,478
$ 2,113
Non-current marketable securities^(b)
2,526
2,719
Other assets^(c)
90
24
Total $ 5,094
$ 4,856


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Net gain/(loss) recognized on equity investments with readily determinable fair values(a)	$	11	$	778	$	448	$	550
Realized gain/(loss) recognized on equity investments with readily determinable fair value sold	1		0		(2)		0

Upward adjustments on equity investments without readily determinable fair value	99		55		130		130
Impairments and downward adjustments on equity investments without readily determinable fair value	0		(14)		(1)		(202)

Cumulative upward adjustments on equity investments without readily determinable fair value					243
Cumulative impairments and downward adjustments on equity investments without readily determinable fair value					(142)


~~(a)~~	~~The fair value option for financial assets was elected for investments in equity and fixed income funds and are included in current marketable securities.~~


~~(b)~~	~~All non-current marketable securities mature within five years as of September 30, 2017 and December 31, 2016.~~


~~(c)~~	~~Includes equity investments.~~

(a) Net unrealized net gains on equity investments still held were $11 million and $353 million for the three and six months ended June 30, 2021 and $778 million and $550 million for the three and six months ended June 30, 2020, respectively.

Qualifying Hedges and Non-Qualifying Derivatives

~~The following table summarizes the fair value of outstanding derivatives:~~

September 30, 2017 December 31, 2016

Asset^(a)

Liability^(b)

Asset^(a)

Liability^(b)
Dollars in Millions Notional Fair Value Notional Fair Value Notional Fair Value Notional Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts $ —
$ —
$ 755
$ (3 ) $ 750
$ 1
$ 755
$ (3 )
Forward starting interest rate swap contracts —
—
—
—
500
8
250
(11 )
Foreign currency forward contracts 1,351
25
548
(28 ) 967
66
198
(9 )

Derivatives not designated as hedging instruments:
Foreign currency forward contracts 322
6
1,183
(32 ) 106
—
360
(7 )


~~(a)~~	~~Included in prepaid expenses and other and other assets.~~


~~(b)~~	~~Included in accrued liabilities and pension and other liabilities.~~

Cash Flow Hedges — Foreign currency forward contracts are used to hedge certain forecasted intercompany inventory purchases and sales transactions and certain foreign currency transactions. The fair value for contracts designated as cash flow hedges are temporarily reported in Accumulated other comprehensive loss and included in earnings when the hedged item affects earnings. The net gain or loss on foreign currency forward contracts is expected to be reclassified to net earnings (primarily included in Cost of products sold and Other (income)/expense, net) within the next 12 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro ~~($2.2 billion)~~of $3.1 billion and Japanese yen ~~($586 million)~~of $1.1 billion at ~~September~~June 30, ~~2017. BMS terminated forward starting interest rate swap contracts~~2021.

The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the ~~first quarter~~cash flows of ~~2017 with an aggregate notional~~hedged items are performed at inception and on a quarterly basis. Foreign currency forward contracts not designated as hedging instruments are used to offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of ~~$750 million.~~these derivatives are recognized in earnings as they occur.

BMS may hedge a portion of its future foreign currency exposure by utilizing a strategy that involves both a purchased local currency put option and a written local currency call option that are accounted for as hedges of future sales denominated in that local currency. Specifically, BMS sells (or writes) a local currency call option and purchases a local currency put option with the same expiration dates and local currency notional amounts but with different strike prices. The ~~proceeds~~premium collected from the sale of the call option is equal to the premium paid for the purchased put option, resulting in no net premium being paid. This combination of transactions is generally referred to as a “zero-cost collar.” The expiration dates and ~~related gain were not material.~~notional amounts correspond to the amount and timing of forecasted foreign currency sales. If the U.S. Dollar weakens relative to the currency of the hedged anticipated sales, the purchased put option value reduces to zero and BMS benefits from the increase in the U.S. Dollar equivalent value of our anticipated foreign currency cash flows; however, this benefit would be capped at the strike level of the written call, which forms the upper end of the collar.

Net Investment Hedges — Non-U.S. ~~dollar~~Dollar borrowings of €950 million ($1.1 billion) at June 30, 2021 are designated as net investment hedges to hedge euro currency exposures of the net investment in certain foreign ~~affiliates.~~affiliates and are recognized in long-term debt. The effective portion of foreign exchange gain on the remeasurement of euro debt was included in the foreign currency translation component of Accumulated other comprehensive loss with the related offset in long-term debt.

~~Fair Value Hedges —~~ ~~The notional amount of fixed-to-floating~~Cross-currency interest rate swap contracts of $400 million at June 30, 2021 are designated to hedge Japanese yen currency exposure of BMS’s net investment in its Japan subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of Other Comprehensive Income/(Loss) with a related offset in Other non-current assets or Other non-current liabilities.

Fair Value Hedges — Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR (0.10% as of June 30, 2021) plus an interest rate spread of 4.6%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. If the underlying swap is terminated ~~was $500 million~~prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

The following table summarizes the fair value of outstanding derivatives:


	June 30, 2021								December 31, 2020
	Asset(a)				Liability(b)				Asset(a)				Liability(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	255	$	16	$	0	$	0	$	255	$	24	$	0	$	0
Cross-currency interest rate swap contracts	400		16		0		0		0		0		400		(10)
Foreign currency forward contracts	3,776		90		1,445		(36)		231		1		5,813		(259)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	932		9		531		(6)		1,104		17		336		(1)

Other	0		19		0		0		0		27		0		0

(a) Included in ~~2016 generating proceeds~~Other current assets and Other non-current assets.

(b) Included in Other current liabilities and Other non-current liabilities.

The following table summarizes the financial statement classification and amount of ~~$43 million (including accrued interest).~~(gain)/loss recognized on hedging instruments:


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	0	$	(7)	$	0	$	(15)
Cross-currency interest rate swap contracts	0		(3)		0		(6)
Foreign currency forward contracts	59		16		126		(16)


	Three Months Ended June 30, 2020				Six Months Ended June 30, 2020
Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	0	$	(7)	$	0	$	(14)
Cross-currency interest rate swap contracts	0		(3)		0		(5)
Foreign currency forward contracts	(35)		21		(58)		(55)
Foreign currency zero-cost collar contracts	0		10		0		1

The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss):


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)(a)	$	(38)	$	(34)	$	221	$	63
Reclassified to Cost of products sold	53		(32)		89		(52)




Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain:
Recognized in Other Comprehensive Income/(Loss)	0		4		26		10

Non-derivatives qualifying as net investment hedges
Non-U.S. dollar borrowings gain:
Recognized in Other Comprehensive Income/(Loss)	(16)		(32)		25		(12)

(a) The majority is expected to be reclassified into earnings in the next 12 months.

Debt Obligations

Short-term debt obligations include:


Dollars in Millions	June 30, 2021		December 31, 2020
Non-U.S. short-term borrowings	$	63	$	176
Current portion of long-term debt	2,497		2,000
Other	95		164
Total	$	2,655	$	2,340

Dollars in Millions September 30,
2017 December 31,
2016
Commercial paper $ 799
$ —
Bank drafts and short-term borrowings 662
243
Current portion of long-term debt —
749
Total $ 1,461
$ 992

The average amount of commercial paper outstanding was $211 million at a weighted-average rate of 1.12% during 2017. The maximum amount of commercial paper outstanding was $1.0 billion with $799 million outstanding at September 30, 2017.

Long-term debt and the current portion of long-term debt include:


Dollars in Millions	June 30, 2021		December 31, 2020
Principal Value	$	43,666	$	48,711

Adjustments to Principal Value:
Fair value of interest rate swap contracts	16		24
Unamortized basis adjustment from swap terminations	131		149
Unamortized bond discounts and issuance costs	(279)		(303)
Unamortized purchase price adjustments of Celgene debt	1,466		1,755
Total	$	45,000	$	50,336

Current portion of long-term debt	$	2,497	$	2,000
Long-term debt	42,503		48,336
Total	$	45,000	$	50,336

Dollars in Millions September 30,
2017 December 31,
2016
Principal Value $ 6,834
$ 6,261
Adjustments to Principal Value:
Fair value of interest rate swap contracts (3 ) (2 )
Unamortized basis adjustment from swap terminations 234
287
Unamortized bond discounts and issuance costs (83 ) (81 )
Total $ 6,982
$ 6,465

Current portion of long-term debt $ —
$ 749
Long-term debt 6,982
5,716

The fair value of long-term debt was ~~$7.4~~$50.6 billion at ~~September~~June 30, ~~2017~~2021 and ~~$6.9~~$58.5 billion at December 31, ~~2016~~2020 valued using Level 2 ~~inputs.~~ inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of short-term borrowings approximates the carrying value due to the short maturities of the debt instruments.

In the first quarter of 2021, BMS purchased aggregate principal amount of $3.5 billion of certain of its debt securities for approximately $4.0 billion of cash in a series of tender offers and “make whole” redemptions. In connection with these transactions, a $281 million loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net. In addition, the $500 million 2.875% Notes matured and were repaid.

In the second quarter of 2021, the $1.0 billion 2.550% Notes matured and were repaid.

Interest payments were ~~$172~~$807 million and ~~$140~~$845 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, respectively, net of amounts related to interest rate swap contracts.

~~On February 27, 2017,~~As of June 30, 2021, BMS ~~issued senior unsecured notes~~had 4 separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in January 2022, a ~~registered public offering.~~three-year $1.0 billion facility expiring in January 2022 and two five-year $1.5 billion facilities that were extended to September 2025 and July 2026, respectively. The ~~notes rank equally in right~~facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for BMS’s commercial paper borrowings and are extendable annually by one year on the anniversary date with the consent of ~~payment with all of BMS's existing and future senior unsecured indebtedness. BMS may redeem~~ the ~~notes, in whole~~lenders. No borrowings were outstanding under any revolving credit facility at June 30, 2021 or ~~in part, at any time prior to maturity at a predetermined redemption price. The following table summarizes the note issuances:~~December 31, 2020.

Note 10. RECEIVABLES

Dollars in Millions 2017
Principal Value:
1.600% Notes due 2019 $ 750
3.250% Notes due 2027 750
Total $ 1,500

Proceeds net of discount and deferred loan issuance costs $ 1,488


Dollars in Millions	June 30, 2021		December 31, 2020
Trade receivables	$	8,309	$	7,882
Less charge-backs and cash discounts	(569)		(645)
Less allowance for expected credit loss	(27)		(18)
Net trade receivables	7,713		7,219
Alliance, royalties, VAT and other	1,304		1,282
Receivables	$	9,017	$	8,501

~~During the third quarter of 2017, $750 million of 0.875% Notes matured and were repaid.~~

~~During the second quarter of 2017, the Company repurchased certain long-term debt obligations with interest rates ranging from 5.875% to 6.875%. The following summarizes the debt repurchase activity:~~

Dollars in Millions 2017
Principal amount $ 337
Carrying value 366
Debt redemption price 474
Loss on debt redemption^(a)
109


~~(a)~~	~~Including acceleration of debt issuance costs, gain on previously terminated interest rate swap contracts and other related fees.~~

~~Note~~ 10~~. RECEIVABLES~~

Dollars in Millions September 30,
2017 December 31,
2016
Trade receivables $ 4,564
$ 3,948
Less charge-backs and cash discounts (184 ) (126 )
Less bad debt allowances (48 ) (48 )
Net trade receivables 4,332
3,774
Alliance receivables 878
903
Prepaid and refundable income taxes 334
627
Other 378
239
Receivables $ 5,922
$ 5,543

Non-U.S. receivables sold on a nonrecourse basis were ~~$460~~$638 million and ~~$470~~$464 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~,2020, respectively. Receivables from ~~our three~~the 3 largest ~~pharmaceutical wholesalers~~customers in the U.S. represented ~~64%~~approximately 58% and ~~66%~~56% of total trade receivables at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~,2020, respectively.

Note 11. INVENTORIES


Dollars in Millions	June 30, 2021		December 31, 2020
Finished goods	$	891	$	932
Work in process	1,852		2,015
Raw and packaging materials	270		207
Total inventories	$	3,013	$	3,154

Inventories	$	2,137	$	2,074
Other non-current assets	876		1,080

~~Note~~ 11~~. INVENTORIES~~

Dollars in Millions September 30,
2017 December 31,
2016
Finished goods $ 380
$ 310
Work in process 956
988
Raw and packaging materials 224
264
Total inventories $ 1,560
$ 1,562

Inventories $ 1,250
$ 1,241
Other assets 310
321

~~Inventories~~Total inventories include fair value adjustments resulting from the Celgene acquisition of ~~$120~~$606 million ~~are included in assets held-for-sale as of September~~at June 30, ~~2017 due to the expected transfer of manufacturing operations in Swords, Ireland to SK Biotek. Refer to "—Note 4. Acquisitions, Divestitures~~2021 and ~~Licensing Arrangements" for additional information.~~$774 million at December 31, 2020. Other non-current assets include inventory expected to remain on hand beyond one year in both ~~periods and inventory pending regulatory approval of $54 million at December 31, 2016.~~periods.

Note 12.12. PROPERTY, PLANT AND EQUIPMENT


Dollars in Millions	June 30, 2021		December 31, 2020
Land	$	169	$	189
Buildings	5,705		5,732
Machinery, equipment and fixtures	3,194		3,063
Construction in progress	565		487
Gross property, plant and equipment	9,633		9,471
Less accumulated depreciation	(3,838)		(3,585)
Property, plant and equipment	$	5,795	$	5,886

Dollars in Millions September 30,
2017 December 31,
2016
Land $ 105
$ 107
Buildings 5,188
4,930
Machinery, equipment and fixtures 3,034
3,287
Construction in progress 938
849
Gross property, plant and equipment 9,265
9,173
Less accumulated depreciation (4,251 ) (4,193 )
Property, plant and equipment $ 5,014
$ 4,980

Depreciation expense was ~~$509~~$143 million and ~~$319~~$278 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~$145 million and $315 million for the three and six months ended June 30, 2020, respectively. ~~Refer to "—Note 4. Acquisitions, Divestitures and Licensing Arrangements" for additional information relating to the expected transfer of manufacturing operations in Swords, Ireland to SK Biotek.~~

Note 13. GOODWILL AND OTHER INTANGIBLE ASSETS


Dollars in Millions	Estimated Useful Lives	June 30, 2021		December 31, 2020
Goodwill		$	20,529	$	20,547

Other intangible assets:
Licenses	5 – 15 years	327		328
Acquired marketed product rights	3 – 15 years	60,712		59,076
Capitalized software	3 – 10 years	1,405		1,325
IPRD		4,360		6,130
Gross other intangible assets		66,804		66,859
Less accumulated amortization		(18,739)		(13,616)
Other intangible assets		$	48,065	$	53,243

Dollars in Millions September 30,
2017 December 31,
2016
Licenses $ 564
$ 564
Developed technology rights 2,357
2,357
Capitalized software 1,339
1,441
IPRD 32
107
Gross other intangible assets 4,292
4,469
Less accumulated amortization (3,079 ) (3,084 )
Other intangible assets $ 1,213
$ 1,385

In the six months ended June 30, 2021, $1.5 billion of IPRD was reclassified to acquired marketed product rights upon approval of Breyanzi and Abecma in the U.S. Amortization expense of other intangible assets was ~~$142 million~~$2.5 billion and ~~$134 million~~$5.1 billion for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~$2.5 billion and $4.8 billion for the three and six months ended June 30, 2020, respectively.

15In the second quarter of 2021, a $230 million IPRD impairment charge was recorded in Research and development expense following a decision to discontinue development of an investigational compound in connection with the prioritization of current pipeline opportunities. The compound was being studied as a potential treatment for fibrotic diseases and was acquired in the acquisition of Celgene. The charge represented a full write-down based on the estimated fair value determined using discounted cash flow projections.

In the first quarter of 2021, Inrebic EU regulatory approval milestones of $300 million were achieved resulting in a $385 million increase to the acquired marketed product rights intangible asset, after establishing the applicable deferred tax liability. An impairment charge of $315 million was recognized in Cost of products sold as the carrying value of this asset exceeded the projected undiscounted cash flows of the asset. The charge was equal to the excess of the asset's carrying value over its estimated fair value using discounted cash flow projections.

Note 14. ~~ACCRUED LIABILITIES~~SUPPLEMENTAL FINANCIAL INFORMATION


Dollars in Millions	June 30, 2021		December 31, 2020
Income taxes	$	2,258	$	1,799
Research and development	576		492
Equity investments	1,046		619
Restricted cash	174		89
Other	983		787
Other current assets	$	5,037	$	3,786

Dollars in Millions September 30,
2017 December 31,
2016
Rebates and returns $ 1,901
$ 1,680
Employee compensation and benefits 702
818
Research and development 689
718
Dividends 639
660
Branded Prescription Drug Fee 251
234
Royalties 249
246
Restructuring 121
90
Pension and postretirement benefits 41
44
Litigation and other settlements 35
43
Other 790
738
Accrued liabilities $ 5,418
$ 5,271


Dollars in Millions	June 30, 2021		December 31, 2020
Equity investments	$	3,622	$	4,076
Inventories	876		1,080
Operating leases	1,006		859
Pension and postretirement	234		208
Restricted cash(a)	199		338
Other	517		458
Other non-current assets	$	6,454	$	7,019

(a) Restricted cash consists of funds restricted for annual Company contributions to the defined contribution plan in the U.S. and escrow for litigation settlements. Restricted cash of $373 million at June 30, 2021 and $428 million at June 30, 2020 was included in cash, cash equivalents and restricted cash in the consolidated statements of cash flows.


Dollars in Millions	June 30, 2021		December 31, 2020
Rebates and returns	$	5,665	$	5,688
Income taxes	638		647
Employee compensation and benefits	896		1,412
Research and development	1,469		1,423
Dividends	1,107		1,129
Interest	373		434
Royalties	386		461
Operating leases	173		164
Contingent value rights	0		515
Other	2,020		2,154
Other current liabilities	$	12,727	$	14,027

~~Note~~ 15~~. EQUITY~~


Dollars in Millions	June 30, 2021		December 31, 2020
Income taxes payable	$	4,690	$	5,017
Pension and postretirement	838		899
Operating leases	962		833
Deferred income	324		357
Deferred compensation	416		344
Other	268		326
Other non-current liabilities	$	7,498	$	7,776

Common Stock
Capital in Excess
of Par Value
of Stock
Accumulated Other Comprehensive Loss
Retained
Earnings
Treasury Stock
Noncontrolling
Interest
Dollars and Shares in Millions Shares Par Value Shares Cost
Balance at January 1, 2016 2,208
$ 221
$ 1,459
$ (2,468 ) $ 31,613
539
$ (16,559 ) $ 158
Net earnings —
—
—
—
3,563
—
—
46
Other comprehensive loss —
—
—
(267 ) —
—
—
—
Cash dividends declared —
—
—
—
(1,904 ) —
—
—
Stock repurchase program —
—
—
—
—
4
(231 ) —
Stock compensation —
—
191
—
—
(6 ) (5 ) —
Distributions —
—
—
—
—
—
—
(36 )
Balance at September 30, 2016 2,208
$ 221
$ 1,650
$ (2,735 ) $ 33,272
537
$ (16,795 ) $ 168

Balance at December 31, 2016 2,208
$ 221
$ 1,725
$ (2,503 ) $ 33,513
536
$ (16,779 ) $ 170
Accounting change - cumulative effect^(a)
—
—
—
—
(787 ) —
—
—
Adjusted balance at January 1, 2017 2,208
$ 221
$ 1,725
$ (2,503 ) $ 32,726
536
$ (16,779 ) $ 170
Net earnings —
—
—
—
3,335
—
—
28
Other comprehensive income —
—
—
82
—
—
—
—
Cash dividends declared —
—
—
—
(1,920 ) —
—
—
Stock repurchase program —
—
—
—
—
40
(2,226 ) —
Stock compensation —
—
120
—
—
(5 ) 2
—
Variable interest entity —
—
—
—
—
—
—
(59 )
Distributions —
—
—
—
—
—
—
(8 )
Balance at September 30, 2017 2,208
$ 221
$ 1,845
$ (2,421 ) $ 34,141
571
$ (19,003 ) $ 131


~~(a)~~	~~Refer to "—Note 1. Basis of Presentation and Recently Issued Accounting Standards" for additional information.~~

Note 15. EQUITY

The following table summarizes changes in equity for the six months ended June 30, 2021:


	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2020	2,923	$	292	$	44,325	$	(1,839)	$	21,281	679	$	(26,237)	$	60
Net earnings	—	—		—		—		2,021		—	—		8
Other Comprehensive Income	—	—		—		295		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,098)		—	—		—
Share repurchase program	—	—		—		—		—		28	(1,768)		—
Stock compensation	—	—		(473)		—		—		(15)	806		—

Balance at March 31, 2021	2,923	$	292	$	43,852	$	(1,544)	$	22,204	692	$	(27,199)	$	68
Net earnings	—	—		—		—		1,055		—	—		6
Other Comprehensive Income	—	—		—		26		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,091)		—	—		—
Stock repurchase program	—	—		—		—		—		19	(1,235)		—
Stock compensation	—	—		212		—		—		(10)	236		—
Distributions	—	—		—		—		—		—	—		(8)
Balance at June 30, 2021	2,923	292		44,064		(1,518)		22,168		701	(28,198)		66

(a) Cash dividends declared per common share were $0.49 for the three months ended March 31, 2021 and June 30, 2021.

The following table summarizes changes in equity for the six months ended June 30, 2020:


	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2019	2,923	$	292	$	43,709	$	(1,520)	$	34,474	672	$	(25,357)	$	100
Net loss	—	—		—		—		(775)		—	—		9
Other Comprehensive Loss	—	—		—		(29)		—		—	—		—
Cash dividends declared(a)	—	—		—		—		(1,028)		—	—		—
Share repurchase program	—	—		—		—		—		1	(81)		—
Stock compensation	—	—		(455)		—		—		(13)	681		—
Distributions	—	—		—		—		—		—	—		(43)
Balance at March 31, 2020	2,923	$	292	$	43,254	$	(1,549)	$	32,671	660	$	(24,757)	$	66
Net loss	—	—		—		—		(85)		—	—		5
Other Comprehensive Loss	—	—		—		(7)		—		—	—		—
Cash dividends declared(b)	—	—		—		—		(1,021)		—	—		—
Stock repurchase program	—	—		1,400		—		—		16	(1,400)		—
Stock compensation	—	—		(210)		—		—		(7)	506		—
Distributions	—	—		—		—		—		—	—		(5)
Balance at June 30, 2020	2,923	292		44,444		(1,556)		31,565		669	(25,651)		66

(a) Cash dividends declared per common share were $0.45 for the three months ended March 31, 2020 and June 30, 2020.

BMS has a ~~stock~~share repurchase program, authorized by its Board of Directors, allowing for repurchases ~~in the open market or through private transactions, including plans established in accordance with Rule 10b5-1 under the Securities Exchange Act~~ of ~~1934.~~its shares. The ~~stock~~share repurchase program does not obligate us to repurchase any specific number of shares, does not have ana specific expiration date and may be suspended or discontinued at any time. Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method.

The outstanding share repurchase authority authorization under the program was $4.4 billion as of December 31, 2020. In January 2021, the Board of Directors approved an increase of $2.0 billion to the share repurchase authorization for BMS’s common stock. BMS repurchased approximately ~~3.8~~47 million shares of its common stock for ~~$226 million~~$3.0 billion during the ~~three~~six months ended ~~September~~June 30, ~~2017.~~2021. The remaining share repurchase capacity under the share repurchase program was approximately $3.4 billion as of June 30, 2021.

BMS repurchased 1.4 million shares of its common stock for $81 million in the six months ended June 30, 2020.

In ~~February 2017,~~the fourth quarter of 2019, BMS executed accelerated share repurchase (“ASR”) agreements to repurchase an aggregate $2$7 billion of common stock. The ~~agreements were~~ASR was funded ~~through a combination~~with cash on-hand. In the fourth quarter of ~~debt and cash. In February 2017, an initial delivery of~~2019, approximately ~~28.7~~99 million shares of ~~BMS~~ common stock ~~representing approximately 80%~~(80% of the ~~notional amount of the agreements, was~~$7 billion aggregate repurchase price) were received by BMS and included in treasury stock. ~~Upon settlement~~In the second quarter of 2020, the ~~accelerated share repurchase agreements in May 2017, BMS received an additional 7.8~~agreement was settled and approximately 16 million shares ~~determined using the volume-weighted average price~~ of ~~BMS~~ common stock ~~during the term of the transaction.~~were received by BMS and transferred to treasury stock.

The components of ~~other comprehensive income/(loss)~~Other Comprehensive Income/(Loss) were as follows:


	2021						2020
Dollars in Millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Three Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gain/(losses)	$	(38)	$	(3)	$	(41)	$	(34)	$	4	$	(30)
Reclassified to net earnings(a)	53		(6)		47		(32)		3		(29)
Derivatives qualifying as cash flow hedges	15		(9)		6		(66)		7		(59)

Pension and postretirement benefits:
Actuarial losses	1		2		3		(20)		5		(15)
Amortization(b)	10		(2)		8		9		(2)		7
Settlements(b)	5		(1)		4		2		(1)		1
Pension and postretirement benefits	16		(1)		15		(9)		2		(7)

Available-for-sale debt securities:
Unrealized gains/(losses)	(3)		1		(2)		12		(3)		9
Realized Losses	0		0		0		(1)		0		(1)
Available-for-sale debt securities	(3)		1		(2)		11		(3)		8

Foreign currency translation	3		4		7		45		6		51

Other Comprehensive Income/(Loss)	$	31	$	(5)	$	26	$	(19)	$	12	$	(7)


	2021						2020
Dollars in Millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Six Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gain/(losses)	$	221	$	(14)	$	207	$	63	$	(6)	$	57
Reclassified to net earnings(a)	89		(10)		79		(52)		6		(46)
Derivatives qualifying as cash flow hedges	310		(24)		286		11		0		11

Pension and postretirement benefits:
Actuarial losses	22		(3)		19		(12)		3		(9)
Amortization(b)	19		(5)		14		18		(3)		15
Settlements(b)	6		(1)		5		4		(1)		3
Pension and postretirement benefits	47		(9)		38		10		(1)		9

Available-for-sale debt securities:
Unrealized gains/(losses)	(6)		2		(4)		14		(4)		10
Realized losses	0		0		0		(1)		0		(1)
Available-for-sale debt securities:	(6)		2		(4)		13		(4)		9

Foreign currency translation	12		(11)		1		(65)		0		(65)

Other Comprehensive Income/(Loss)	$	363	$	(42)	$	321	$	(31)	$	(5)	$	(36)

(a)Included in Cost of products sold.

(b)Included in Other (income)/expense, net.

2017 2016
Pretax Tax After tax Pretax Tax After tax
Three Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized losses $ (28 ) $ 12
$ (16 ) $ (14 ) $ 4
$ (10 )
Reclassified to net earnings^(a)
21
(6 ) 15
21
(7 ) 14
Derivatives qualifying as cash flow hedges (7 ) 6
(1 ) 7
(3 ) 4
Pension and postretirement benefits:
Actuarial gains/(losses) (5 ) 2
(3 ) 72
(26 ) 46
Amortization^(b)
19
(11 ) 8
20
(7 ) 13
Curtailments and settlements^(c)
21
(8 ) 13
19
(6 ) 13
Pension and postretirement benefits 35
(17 ) 18
111
(39 ) 72
Available-for-sale securities:
Unrealized gains/(losses) 28
(5 ) 23
(8 ) 4
(4 )
Realized gains^(c)
(1 ) —
(1 ) (4 ) —
(4 )
Available-for-sale securities 27
(5 ) 22
(12 ) 4
(8 )
Foreign currency translation (10 ) 17
7
(2 ) 3
1
$ 45
$ 1
$ 46
$ 104
$ (35 ) $ 69

Nine Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized losses $ (81 ) $ 31
$ (50 ) $ (199 ) $ 66
$ (133 )
Reclassified to net earnings^(a)
(11 ) —
(11 ) 12
(5 ) 7
Derivatives qualifying as cash flow hedges (92 ) 31
(61 ) (187 ) 61
(126 )
Pension and postretirement benefits:
Actuarial losses (40 ) 17
(23 ) (453 ) 160
(293 )
Amortization^(b)
57
(22 ) 35
56
(19 ) 37
Curtailments and settlements^(c)
96
(34 ) 62
66
(23 ) 43
Pension and postretirement benefits 113
(39 ) 74
(331 ) 118
(213 )
Available-for-sale securities:
Unrealized gains 49
(7 ) 42
29
(13 ) 16
Realized (gains)/losses^(c)
(1 ) —
(1 ) 30
—
30
Available-for-sale securities 48
(7 ) 41
59
(13 ) 46
Foreign currency translation (8 ) 36
28
20
6
26
$ 61
$ 21
$ 82
$ (439 ) $ 172
$ (267 )


~~(a)~~	~~Included in cost of products sold~~


~~(b)~~	~~Included in cost of products sold, research and development and marketing, selling and administrative expenses~~


~~(c)~~	~~Included in other (income)/expense~~

The accumulated balances related to each component of ~~other comprehensive loss,~~Other Comprehensive Income/(Loss), net of taxes, were as follows:


Dollars in Millions	June 30, 2021		December 31, 2020
Derivatives qualifying as cash flow hedges	$	49	$	(237)
Pension and postretirement benefits	(936)		(974)
Available-for-sale debt securities	7		11
Foreign currency translation	(638)		(639)
Accumulated other comprehensive loss	$	(1,518)	$	(1,839)

Dollars in Millions September 30,
2017 December 31, 2016
Derivatives qualifying as cash flow hedges $ (23 ) $ 38
Pension and other postretirement benefits (2,023 ) (2,097 )
Available-for-sale securities 34
(7 )
Foreign currency translation (409 ) (437 )
Accumulated other comprehensive loss $ (2,421 ) $ (2,503 )

Note 16~~. PENSION AND POSTRETIREMENT~~16. EMPLOYEE STOCK BENEFIT PLANS

~~The net periodic~~Stock-based compensation expense was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Cost of products sold	$	15	$	9	$	30	$	19
Marketing, selling and administrative	65		86		125		174
Research and development	74		89		144		183
Other (income)/expense, net	3		29		9		47
Total stock-based compensation expense	$	157	$	213	$	308	$	423

Income tax benefit(a)	$	33	$	40	$	64	$	86

(a) Income tax benefit ~~cost/(credit)~~excludes excess tax benefits from share-based compensation awards that were vested or exercised of ~~defined benefit pension plans includes:~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Service cost – benefits earned during the year $ 7
$ 6
$ 19
$ 19
Interest cost on projected benefit obligation 48
45
142
145
Expected return on plan assets (104 ) (104 ) (308 ) (314 )
Amortization of prior service credits (1 ) (1 ) (3 ) (3 )
Amortization of net actuarial loss 20
22
61
62
Curtailments and settlements 22
19
91
66
Special termination benefits —
—
—
1
Net periodic benefit cost/(credit) $ (8 ) $ (13 ) $ 2
$ (24 )

Pension settlement charges were recognized after determining that the annual lump sum payments will likely exceed the annual interest and service costs for the primary and certain other U.S. pension plans. The charges included the acceleration of a portion of unrecognized actuarial losses. Non-current pension liabilities were $477 million at September 30, 2017 and $600 million at December 31, 2016. Defined contribution plan expense in the U.S. was $46$12 million and ~~$49~~$29 million for the three and six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016, respectively, and $142~~$5 million and ~~$141~~$28 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2020, respectively.

The number of units granted and ~~2016, respectively.~~the weighted-average fair value on the grant date for the six months ended June 30, 2021 were as follows:


Units in Millions	Units	Weighted-Average Fair Value

Restricted stock units	8.2	$	56.62
Market share units	1.0	58.04
Performance share units	1.5	59.04


Dollars in Millions	Stock Options		Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	$	20	$	953	$	73	$	124
Expected weighted-average period in years of compensation cost to be recognized	0.9		2.8		3.2		2.0

Note 17. LEGAL PROCEEDINGS AND CONTINGENCIES

~~The Company~~

BMS and certain of its subsidiaries are involved in various lawsuits, claims, government investigations and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, suppliers, service providers, licensees, employees, or shareholders, among others. These matters may involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. The Company recognizes accruals for such contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. These matters involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage. Legal proceedings that are ~~material~~significant or that ~~the Company~~BMS believes could become significant or material are described below.

~~Although the Company~~

While BMS does not believe that any of these matters, except as otherwise specifically noted below, will have a material adverse effect on its financial position or liquidity as BMS believes it has substantial defenses in ~~these~~the matters, ~~there~~the outcomes of BMS’s legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or ~~that~~ any other or future lawsuits, claims, government investigations or other legal proceedings will not be ~~material. Unless otherwise noted, the Company is unable~~material to ~~assess the outcome~~BMS’s financial position, results of ~~the respective litigation nor is it able to provide an estimated range of potential loss.~~operations or cash flows for a particular period. Furthermore, failure to enforce ~~our~~BMS’s patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

Unless otherwise noted, BMS is unable to assess the outcome of the respective matters nor is it able to estimate the possible loss or range of losses that could potentially result for such matters. Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see “—Note 7. Income Taxes”.

INTELLECTUAL PROPERTY

Plavix* ~~— Australia~~

Anti-PD-1 Antibody Litigation

In September 2015, Dana-Farber Cancer Institute (“Dana-Farber”) filed a complaint in the U.S. District Court for the District of Massachusetts seeking to correct the inventorship on up to 6 related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber is seeking to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in this case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer during the relevant period. In February 2019, BMS settled the lawsuit with Pfizer. A bench trial in the lawsuit with Dana-Farber took place in February 2019. In May 2019, the District Court issued an opinion ruling that the two scientists should be added as inventors to the patents, which was affirmed on appeal. In May 2021, the U.S. Supreme Court declined to consider the case. In June 2019, Dana-Farber filed a new lawsuit in the District of Massachusetts against BMS seeking damages as a result of the Court’s decision adding the scientists as inventors. In February 2021, BMS filed a motion to dismiss the complaint.

CAR T

In October 2017, Juno and Sloan Kettering Institute for Cancer Research (“SKI”) filed a complaint for patent infringement against Kite Pharma, Inc. (“Kite”) in the U.S. District Court for the Central District of California. The complaint alleged that Kite’s Yescarta* product infringes certain claims of U.S. Patent No. 7,446,190 (the “’190 Patent”) concerning CAR T cell technologies. Kite filed an answer and counterclaims asserting non-infringement and invalidity of the ’190 Patent. In December 2019, following an eight-day trial, the jury rejected Kite’s defenses, finding that Kite willfully infringed the ’190 Patent and awarding to Juno and SKI a reasonable royalty consisting of a $585 million upfront payment and a 27.6% running royalty on Kite’s sales of Yescarta* through the expiration of the ’190 Patent in August 2024. In January 2020, Kite renewed its previous motion for judgment as a matter of law and also moved for a new trial, and Juno filed a motion seeking enhanced damages, supplemental damages, ongoing royalties, and prejudgment interest. In March 2020, the Court denied both of Kite’s motions in their entirety. In April 2020, the Court granted in part Juno’s motion and entered a final judgment awarding to Juno and SKI approximately $1.2 billion in royalties, interest and enhanced damages and a 27.6% running royalty on Kite’s sales of Yescarta* from December 13, 2019 through the expiration of the ’190 Patent in August 2024. In April 2020, Kite appealed the final judgment to the U.S. Court of Appeals for the Federal Circuit and the Court held an oral hearing on July 6, 2021.

Eliquis – Europe

In November 2020 and January 2021, Sandoz Limited (“Sandoz”) and Teva Pharmaceutical Industries Ltd. (“Teva Limited”), respectively, filed lawsuits in the United Kingdom seeking revocation of the UK apixaban composition of matter patent and related Supplementary Protection Certificate. BMS subsequently filed counterclaims for infringement in both actions. A trial is scheduled to begin in early 2022.

There are similar lawsuits filed in the Republic of Ireland, the Netherlands and Sweden seeking revocation of a composition of matter patent relating to Eliquis.

Additional infringement and invalidity actions involving Eliquis patents may be filed in various countries in Europe in the coming months.

Eliquis - U.S.

In 2017, BMS received Notice Letters from NaN generic companies notifying BMS that they had filed aNDAs containing paragraph IV certifications seeking approval of generic versions of Eliquis. As ~~previously disclosed,~~ a result, 2 Eliquis patents listed in the FDA Orange Book are being challenged: the composition of matter patent claiming apixaban specifically and a formulation patent. In response, BMS, along with its partner Pfizer, initiated patent infringement actions under the Hatch-Waxman Act against all generic filers in the U.S. District Court for the District of Delaware in April 2017. In August 2017, the U.S. Patent and Trademark Office granted patent term restoration to the composition of matter patent to November 2026, thereby restoring the term of the Eliquis composition of matter patent, which is BMS’s basis for projected LOE. BMS settled with a number of aNDA filers. These settlements do not affect BMS’s projected LOE for Eliquis. A trial with the remaining aNDA filers took place in late 2019. In August 2020, the U.S. District Court issued a decision finding that the remaining aNDA filers’ products infringed the Eliquis composition of matter and formulation patents and that both Eliquis patents are not invalid. The remaining aNDA filers have appealed to the U.S. Court of Appeals for the Federal Circuit. The oral argument for the appeal is scheduled to occur in September 2021.

Plavix* - Australia

Sanofi was notified that, in August 2007, GenRx Proprietary Limited ~~(GenRx)~~(“GenRx”) obtained regulatory approval of an application for clopidogrel bisulfate 75mg tablets in Australia. GenRx, formerly a subsidiary of Apotex Inc. ~~(Apotex)~~, ~~has since~~subsequently changed its name to ~~Apotex.~~Apotex (“GenRx-Apotex”). In August 2007, ~~Apotex~~GenRx-Apotex filed an application in the Federal Court of Australia ~~(the Federal Court)~~ seeking revocation of Sanofi’s Australian Patent No. 597784 (Case No. NSD 1639 of 2007). Sanofi filed counterclaims of infringement and sought an injunction. On September 21, 2007, the Federal Court of Australia granted Sanofi’s injunction. A subsidiary of ~~the Company~~BMS was subsequently added as a party to the proceedings. In February 2008, a second company, Spirit Pharmaceuticals Pty. Ltd., also filed a revocation suit against the same patent. This case was consolidated with the ~~Apotex case, and a trial occurred in April 2008.~~GenRx-Apotex case. On August 12, 2008, the Federal Court of Australia held that claims of Patent No. 597784 covering clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate salts were valid. The Federal Court also held that the process claims, pharmaceutical composition claims, and claim directed to clopidogrel and its pharmaceutically acceptable salts were invalid. ~~The Company~~BMS and Sanofi filed notices of appeal in the Full Court of the Federal Court of Australia ~~(Full Court)~~(“Full Court”) appealing the holding of invalidity of the claim covering clopidogrel and its pharmaceutically acceptable salts, process claims, and pharmaceutical composition ~~claims which have stayed the Federal Court’s ruling. Apotex filed a notice of appeal appealing~~claims. GenRx-Apotex appealed the holding of validity of the clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate claims. ~~A hearing on the appeals occurred in February 2009.~~ On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In ~~November 2009, the Company and Sanofi applied to~~March 2010, the High Court of Australia ~~(High Court) for special leave to appeal the judgment of the Full Court. In March 2010, the High Court~~ denied ~~the Company~~a request by BMS and ~~Sanofi’s request~~Sanofi to hear ~~the~~an appeal of the Full Court decision. The case ~~has been~~was remanded to the Federal Court for further proceedings related to damages sought by ~~Apotex.~~GenRx-Apotex. BMS and GenRx-Apotex settled, and the GenRx-Apotex case was dismissed. The Australian government ~~has~~ intervened in this matter seeking maximum damages up to 449 million AUD ($341 million), plus interest, which would be split between BMS and ~~is also seeking damages~~Sanofi, for alleged losses experienced for paying a higher price for branded Plavix* during the period when the injunction was in place. ~~The Company~~BMS and ~~Apotex have settled~~Sanofi dispute that the ~~Apotex case, and the case has been dismissed. The~~ Australian ~~government's claim~~government is

~~still pending and a~~ entitled to any damages. A trial was concluded in September 2017. ~~The Company is expecting~~In April 2020, the Federal Court issued a decision ~~in 2018. It is not possible at this time to predict the outcome of~~dismissing the Australian government’s claim ~~or its impact on the Company.~~

~~Sprycel~~ ~~- European Union~~

for damages. In May ~~2013, Apotex, Actavis Group PTC ehf, Generics [UK] Limited (Mylan)~~2020, the Australian government appealed the Federal Court’s decision and an ~~unnamed company~~appeal hearing concluded in February 2021.

Pomalyst - Canada

Celgene received a Notice of Allegation in January 2020 from Natco Pharma (Canada) Inc. (“Natco Canada”) notifying Celgene that it had filed ~~oppositions~~an Abbreviated New Drug Submission (“aNDS”) with Canada’s Minister of Health with respect to certain of Celgene’s Canadian patents. Natco Canada is seeking to market a generic version of Pomalyst in Canada. In response, Celgene initiated a patent infringement action in the ~~EPO seeking revocation~~Federal Court of ~~European Patent No. 1169038 (the ‘038 patent) covering dasatinib,~~Canada. Natco Canada alleges that the ~~active ingredient in~~ ~~Sprycel. The ‘038 patent~~asserted patents are invalid and/or not infringed. A trial is scheduled to ~~expire~~begin in ~~April~~November 2021.

Celgene received a second Notice of Allegation in November 2020 ~~(excluding potential term extensions). On January 20, 2016, the Opposition Division~~from Natco Canada notifying Celgene that it had filed a second aNDS with Canada’s Minister of ~~the EPO revoked the ‘038 patent.~~Health with respect to certain of Celgene’s Canadian patents. In May 2016, the Company appealed the EPO’s decision to the EPO Board of Appeal. In February 2017, the EPO Board of Appeal upheld the Opposition Division's decision, and revoked the ‘038 patent. Orphan drug exclusivity and data exclusivity for ~~Sprycel~~response, Celgene initiated a patent infringement action in the ~~EU expired~~Federal Court of Canada. Natco Canada alleges that the asserted patents are invalid and/or not infringed. A trial is scheduled to begin in ~~November 2016. The EPO Board~~May 2022.

Celgene received four Notices of Appeal's decision does not affect the validity of our other Sprycel patents within and outside Europe, including different patents that cover the monohydrate form of dasatinib and the use of dasatinib to treat CML. Additionally,Allegation in February ~~2017, the EPO Board~~2021 from Apotex Inc. notifying Celgene that it had filed two aNDSs with Canada’s Minister of ~~Appeal reversed and remanded an invalidity decision on European Patent No. 1610780 and its claim~~Health with respect to ~~the use~~certain of ~~dasatinib to treat CML, which the EPO's Opposition Division had revoked in October 2012. The Company intends to take appropriate legal actions to protect~~ ~~Sprycel. We may experience a decline in European revenues in the event that generic dasatinib product enters the market.~~

~~Anti-PD-1 Antibody Patent Oppositions and Litigation~~

In September 2015, Dana-Farber Cancer Institute (Dana-Farber) filed a complaint in Massachusetts federal court seeking to correct the inventorship of five related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-FarberCelgene’s Canadian patents. Apotex Inc. is seeking to ~~add two scientists as inventors to these patents.~~market a generic version of Pomalyst in Canada. In ~~September~~response, in April 2021, Celgene initiated patent infringement actions against Apotex Inc. in the Federal Court of Canada. In July 2021, Celgene and Apotex Inc. entered into a confidential settlement agreement and the cases were discontinued.

Pomalyst - U.S.

Beginning in 2017, ~~Pfizer filed a motion seeking to intervene in this case alleging that one~~Celgene received Notice letters on behalf of ~~the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer. This motion has not been acted upon by the court.~~

~~Eliquis~~ ~~Patent Litigation~~

~~In February, March~~Apotex Inc. and ~~April 2017, twenty-five generic companies sent the Company Paragraph-IV certification letters informing the Company~~Apotex Corp. (together, “Apotex”); Hetero Labs Limited, Hetero Labs Limited Unit-V, Hetero Drugs Limited, Hetero USA, Inc. (collectively, “Hetero”); Eugia Pharma Specialities Limited, Aurobindo Pharma Ltd., Aurobindo Pharma USA, Inc., and Aurolife Pharma LLC (collectively, “Aurobindo”); and Mylan Pharmaceuticals Inc. notifying Celgene that they had filed ~~abbreviated new drug applications (ANDAs)~~aNDAs containing paragraph IV certifications seeking approval ofto market generic versions of ~~Eliquis. As~~Pomalyst in the U.S. In response, Celgene filed patent infringement actions against the companies in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents and the companies filed answers, counterclaims and declaratory judgment actions alleging that the asserted patents are invalid, unenforceable, and not infringed. These litigations were subsequently consolidated. In March 2020, Celgene subsequently filed additional patent infringement actions in the U.S. District Court for the District of New Jersey against each of the companies asserting a ~~result, two~~ ~~Eliquis~~ ~~patents~~newly-issued patent that is listed in the FDA Orange Book ~~have now been challenged:~~and that covers formulations comprising pomalidomide. The companies each filed responsive pleadings alleging that the ~~composition~~patent is invalid and not infringed. The Court has consolidated these additional litigations with the previously-consolidated litigations. In September 2020, the Court granted Mylan Pharmaceuticals Inc.’s motion to dismiss, which decision Celgene has appealed. In October 2020, Aurobindo received final approval from the FDA of ~~matter patent claiming apixaban specifically and a formulation patent.~~its aNDA. In April ~~2017,~~and July 2021, Celgene entered into confidential settlement agreements with Apotex and Aurobindo, respectively, settling all outstanding claims in the ~~Company, along~~litigation with Apotex and Aurobindo. Trial against the remaining defendant, Hetero, is set for November 2021.

In February and March 2019, Celgene filed additional patent infringement actions in the U.S. District Court for the District of New Jersey against the companies asserting certain patents that are not listed in the FDA Orange Book and that cover polymorphic forms of pomalidomide, and the companies filed answers and/or counterclaims alleging that each of these patents is invalid and/or not infringed. These actions have been consolidated with the earlier-filed actions against the companies.

In June 2019, Celgene received a Notice Letter from Dr. Reddy’s Laboratories, Ltd. and Dr. Reddy’s Laboratories, Inc. (together, “DRL”) notifying Celgene that they had filed an aNDA containing paragraph IV certifications seeking approval to market a generic version of Pomalyst in the U.S. In response, Celgene initiated a patent infringement action against DRL in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents, and DRL filed an answer and counterclaims alleging that each of the patents is invalid and/or not infringed. In March 2020, Celgene filed an additional patent infringement action in the U.S. District Court for the District of New Jersey against DRL asserting a newly-issued patent that is listed in the FDA Orange Book and that covers formulations comprising pomalidomide, which has been consolidated with the above DRL case. In April 2021, DRL received tentative approval from the FDA of its ~~partner Pfizer, initiated~~aNDA. The Court has not set a trial date in this consolidated action.

In February 2021, Celgene filed an additional patent ~~lawsuits under~~infringement action in the ~~Hatch-Waxman Act~~U.S. District Court for the District of New Jersey against DRL asserting certain patents that are not listed in the FDA Orange Book and that cover polymorphic forms of pomalidomide. No trial date has been set for this matter.

Revlimid - U.S.

Celgene has received Notice Letters on behalf of Sun Pharma Global FZE, Sun Pharma Global Inc., Sun Pharmaceutical Industries, Inc., and Sun Pharmaceutical Industries Limited (collectively, “Sun”); Hetero; Mylan Pharmaceuticals Inc., Mylan Inc., and Mylan N.V. (collectively, “Mylan”); Aurobindo; Lupin Limited (“Lupin”); Hikma Pharmaceuticals USA, Inc.; Biocon Pharma Limited, Biocon Limited, and Biocon Pharma, Inc.; and Torrent Pharmaceuticals Limited and Torrent Pharma Inc. notifying Celgene that they had filed aNDAs containing paragraph IV certifications seeking approval to market generic versions of Revlimid in the U.S. In response, Celgene filed patent infringement actions against the companies in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents as well as other litigations asserting other non-FDA Orange Book-listed patents against certain defendants, who have filed answers and/or counterclaims alleging that the asserted patents are invalid and/or not infringed. No trial date has been scheduled in any of these New Jersey actions.

Celgene also filed a patent infringement action against Mylan in the U.S. District Court for the Northern District of West Virginia asserting certain FDA Orange Book-listed patents and other non-FDA Orange Book-listed patents. Mylan filed its answer and counterclaims alleging that the patents are invalid and/or not infringed.

In June and July 2021, Celgene entered into confidential settlement agreements with Sun, Aurobindo, and Mylan, respectively, settling all outstanding claims in the litigations with Sun, Aurobindo, and Mylan.

Sprycel - U.S.

In August 2019, BMS received a Notice Letter from Dr. Reddy’s Laboratories, Inc. notifying BMS that it had filed an aNDA containing paragraph IV certifications seeking approval of a generic ~~filers~~version of Sprycel in ~~federal district courts~~the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In response, BMS filed a patent infringement action in the U.S. District Court for the District of New Jersey.

In 2020, BMS received a Notice Letter from Lupin notifying BMS that it had filed an aNDA containing paragraph IV certifications seeking approval of a generic version of Sprycel in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In response, BMS filed patent infringement actions in the U.S. District Courts for the District of New Jersey and Delaware. The case in Delaware ~~and West Virginia.~~ has been dismissed.

In ~~August 2017, the United States Patent and Trademark Office granted patent term restoration to the composition of matter patent, thereby restoring the term of the~~ ~~Eliquis~~ ~~composition of matter patent, which is the Company’s basis for projected loss of exclusivity, from February 2023 to November 2026. In September 2017, the Company settled its lawsuit~~July 2021, BMS entered into confidential settlement agreements with ~~Teva Pharmaceuticals USA,~~Dr. Reddy’s Laboratories, Inc. and Lupin, settling all outstanding claims in the ~~parties agreed to dismiss the case. The settlement does not impact the Company’s projected loss of exclusivity for~~ ~~Eliquis~~.litigations.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits

~~The Company~~BMS and certain ~~affiliates of~~ Sanofi entities are defendants in consumer protection ~~and/or false advertising~~ actions brought by ~~several states~~the attorneys general of Hawaii and New Mexico relating to the labeling, sales ~~and~~and/or promotion of Plavix*Plavix*. ItA trial in the Hawaii matter occurred in 2020. In February 2021, the Court issued a decision against Sanofi and BMS, imposing penalties in the total amount of $834 million, with $417 million attributed to BMS. Sanofi and BMS disagree with the decision and are appealing it. BMS remains confident in the merits of its case and its likelihood of success on appeal and BMS does not believe establishing a reserve is ~~not possible at~~warranted for this ~~time~~matter. A trial in the New Mexico matter is scheduled to ~~reasonably assess the outcome of these lawsuits or their potential impact on the Company.~~begin in April 2022.

PRODUCT LIABILITY LITIGATION

~~The Company~~

BMS is a party to various product liability lawsuits. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. As previously disclosed, in addition to lawsuits, ~~the Company~~BMS also faces unfiled claims involving its products.

Plavix*

~~As previously disclosed, the Company~~Abilify*

BMS and ~~certain affiliates of Sanofi~~Otsuka are ~~defendants~~co-defendants in ~~a number of individual lawsuits~~product liability litigation related to Abilify*. Plaintiffs allege Abilify* caused them to engage in ~~various state~~compulsive gambling and ~~federal courts claiming personal injury damage allegedly sustained after using~~ Plavix*~~. Over 5,000 claims involving injury plaintiffs as well as claims by spouses and/or~~ other ~~beneficiaries,~~impulse control disorders. There have been over 2,500 cases filed in state and federal courts and additional cases are pending in ~~various states including California, New Jersey, Delaware and New York. In February 2013, the~~Canada. The Judicial Panel on Multidistrict Litigation ~~granted~~consolidated the ~~Company~~federal court cases for pretrial purposes in the U.S. District Court for the Northern District of Florida. In February 2019, BMS and ~~Sanofi’s motion~~Otsuka entered into a master settlement agreement establishing a proposed settlement program to ~~establish a multi-district litigation (MDL) to coordinate Federal pretrial proceedings~~resolve all Abilify* compulsivity claims filed as of January 28, 2019 in Plavix* ~~product liability and related cases in New Jersey Federal Court. Following~~ the ~~United States Supreme Court’s June 2017 reversal of a California Supreme Court decision that had held that the California~~MDL as well as various state courts, ~~can exercise personal jurisdiction over~~including California and New Jersey. To date, approximately 2,700 cases, comprising approximately 3,900 plaintiffs, have been dismissed based on participation in the settlement program or failure to comply with settlement related court orders. In the U.S., less than 20 cases remain pending on behalf of plaintiffs, who either chose not to participate in the settlement program or filed their claims ~~of non-California residents, over 2,000 out-of-state resident plaintiffs' claims (including spouses and beneficiaries) previously~~after the settlement cut-off date. There are eleven cases pending in Canada (four class actions, seven individual injury claims). Out of the ~~California state court~~eleven cases, only two are active (the class actions in Quebec and Ontario). Both class actions have now been ~~or are in~~certified and will proceed separately, subject to a pending appeal of the process of being dismissed. Some number of these California non-resident plaintiffs’ claims may be re-filed in federal court. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.Ontario class certification decision.

Byetta*

Amylin, a former subsidiary of ~~the Company,~~BMS, and Lilly are co-defendants in product liability litigation related to Byetta*. ~~To date,~~ As of June 2021, there are ~~over 500~~approximately 590 separate lawsuits pending on behalf of approximately ~~2,000~~2,250 active plaintiffs (including pending settlements), which include injury plaintiffs as well as claims by spouses and/or other beneficiaries, in various courts in the U.S. The ~~Company has agreed in principle to resolve over 15 of these claims. The~~ majority of these cases have been brought by individuals who allege personal injury sustained after using Byetta*Byetta*, primarily pancreatic cancer, ~~and pancreatitis,~~ and, in some cases, claiming alleged wrongful death. The majority of cases ~~were~~are pending in Federal Court in San Diego in an MDL or in a coordinated proceeding in California Superior Court in Los Angeles ~~(JCCP)~~(“JCCP”). In ~~November 2015,~~April 2020 the ~~defendants'~~defendants filed a motion for summary judgment based on federal preemption ~~was granted~~and a motion for summary judgment based on the absence of general causation evidence in ~~both~~ the MDL and JCCP. Both motions were granted in March 2021 and April 2021, respectively. The orders will result in the ~~JCCP. The plaintiffs~~dismissal of all claims alleging an injury of pancreatic cancer in the MDL and JCCP. Plaintiffs have appealed the MDL order and may seek appeals in the JCCP. BMS sold Byetta* to ~~the U.S. Court~~AstraZeneca in February 2014 as part of ~~Appeals for the Ninth Circuit and the JCCP plaintiffs have appealed to the California Court of Appeal. Amylin has product liability insurance covering a substantial number of claims involving~~ Byetta*BMS’s global diabetes business divestiture and any additional liability to Amylin with respect to Byetta*Byetta* is expected to be shared ~~between the Company~~with AstraZeneca.

Onglyza*

BMS and ~~AstraZeneca. It is not possible to reasonably predict the outcome of any lawsuit, claim or proceeding or the potential impact on the Company.~~

Abilify*

~~The Company and Otsuka~~AstraZeneca are co-defendants in product liability litigation related to Abilify*~~. Plaintiffs allege~~ Abilify* caused them to engage in compulsive gambling and other impulse control disorders. There have been over 400 cases filed in state and federal courts and several additional cases are pending in Canada. The Judicial Panel on Multidistrict Litigation has consolidated the federal court cases for pretrial purposes in the United States District Court for the Northern District of Florida.

~~Eliquis~~

~~The Company and Pfizer are co-defendants in product liability litigation related to~~ ~~Eliquis~~Onglyza*. Plaintiffs assert claims, including claims for wrongful death, as a result of ~~bleeding~~heart failure or other cardiovascular injuries they allege ~~was~~were caused by their use of ~~Eliquis~~Onglyza*. ~~The majority~~As of ~~these~~June 2021, claims are pending in state and federal court on behalf of approximately 270 individuals who allege they ingested the product and suffered an injury. In February 2018, the Judicial Panel on Multidistrict Litigation ordered all federal cases to be transferred to an MDL in the ~~United States~~U.S. District Court for the Eastern District of Kentucky. A significant majority of the claims are pending in the MDL. As part of BMS’s global diabetes business divestiture, BMS sold Onglyza* to AstraZeneca in February 2014 and any potential liability with respect to Onglyza* is expected to be shared with AstraZeneca.

SECURITIES LITIGATION

BMS Securities Class Action

Since February 2018, 2 separate putative class action complaints were filed in the U.S. District for the Northern District of California and in the U.S. District Court for the Southern District of New York against BMS, BMS’s Chief Executive Officer, Giovanni Caforio, BMS’s Chief Financial Officer at the time, Charles A. Bancroft and certain former and current executives of BMS. The case in California has been voluntarily dismissed. The remaining complaint alleges violations of securities laws for BMS’s disclosures related to the CheckMate-026 clinical trial in lung cancer. In September 2019, the Court granted BMS’s motion to dismiss, but allowed the plaintiffs leave to file an amended complaint. In October 2019, the plaintiffs filed an amended complaint. In September 2020, the Court granted BMS’s motion to dismiss the amended complaint with prejudice. The plaintiffs appealed the Court’s decision in October 2020.

Celgene Securities Class Action

Beginning in March 2018, 2 putative class actions were filed against Celgene and certain of its officers in the U.S. District Court for the District of New Jersey (the “Celgene Securities Class Action”). The complaints allege that the defendants violated federal securities laws by making misstatements and/or omissions concerning (1) trials of GED-0301, (2) Celgene’s 2020 outlook and projected sales of Otezla*, and (3) the new drug application for Zeposia. The Court consolidated the two actions and appointed a lead plaintiff, lead counsel, and co-liaison counsel for the putative class. In February 2019, the defendants filed a motion to dismiss plaintiff’s amended complaint in full. In December 2019, the Court denied the motion to dismiss in part and granted the motion to dismiss in part (including all claims arising from alleged misstatements regarding GED-0301). Although the Court gave the plaintiff leave to re-plead the dismissed claims, it elected not to do so, and the dismissed claims are now dismissed with prejudice. In November 2020, the Court granted class certification with respect to the remaining claims. In December 2020, the defendants sought leave to appeal the Court’s class certification decision, which was denied without prejudice in March 2021. No trial date has been scheduled.

In April 2020, certain Schwab management investment companies on behalf of certain Schwab funds filed an individual action in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action against the same remaining defendants in that action. In July 2020, the defendants filed a motion to dismiss the plaintiffs’ complaint in full. In March 2021, the Court granted in part and denied in part defendants’ motion to dismiss consistent with its decision in the Celgene Securities Class Action.

The California Public Employees’ Retirement System in April 2021 and DFA Investment Dimensions Group Inc., on behalf of certain of its funds, and American Century Mutual Funds, Inc., on behalf of certain of its funds, in July 2021 filed separate individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action and the Schwab individual action against the same remaining defendants in those actions.

Contingent Value Rights Litigation

In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“CVR Agreement”) entered into in connection with the closing of BMS’s acquisition of Celgene Corporation in November 2019. The successor trustee under the CVR Agreement alleges that BMS breached the CVR Agreement by allegedly failing to use “diligent efforts” to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby avoiding a $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the successor trustee. The successor trustee seeks damages in an amount to be determined at trial and other relief, including interest and attorneys’ fees. BMS disputes the successor trustee’s allegations.

OTHER LITIGATION

Average Manufacturer Price Litigation

BMS is a defendant in a qui tam (whistleblower) lawsuit in the U.S. District Court for the Eastern District of Pennsylvania, in which the U.S. Government declined to intervene. The complaint alleges that BMS inaccurately reported its average manufacturer prices to the Centers for Medicare and Medicaid Services to lower what it owed. Similar claims have been filed against other companies. In January 2020, BMS reached an agreement in principle to resolve this matter subject to the negotiation of a definitive settlement agreement and other contingencies. In March 2021, BMS finalized an agreement with the U.S. government and qui tam relator to resolve the claims asserted in the lawsuit. BMS has paid $75 million plus interest to the federal and state ~~court~~governments. Individual agreements will be negotiated with participating states based on the federal agreement. To the extent BMS does not finalize a settlement agreement with any state, that state’s share of the settlement will revert to BMS.

HIV Medication Antitrust Lawsuits

BMS and two other manufacturers of HIV medications are defendants in ~~Delaware. As of October 2017, there are over 150 cases~~related lawsuits pending in the ~~MDL~~Northern District of California. The lawsuits allege that the defendants’ agreements to develop and ~~state courts~~sell fixed-dose combination products for the treatment of HIV, including Atripla* and Evotaz, violate antitrust laws. The currently pending actions, asserted on behalf of indirect purchasers, were initiated in 2019 in the ~~United States~~Northern District of California and in 2020 in the Southern District of Florida. The Florida matter was transferred to the Northern District of California. In July 2020, the Court granted in part defendants’ motion to dismiss, including dismissing with prejudice plaintiffs’ claims as to an overarching conspiracy and plaintiffs’ theories based on the alleged payment of royalties after patent expiration. Other claims, however, remain. In September and October 2020, two purported class actions have also been filed asserting similar claims on behalf of direct purchasers. In March 2021, the Court dismissed one of the direct purchaser cases and limited the claims of the remaining direct purchaser case to those arising in 2016 or later. However, the Court gave plaintiffs leave to amend their complaints, and one ~~pending~~plaintiff filed an amended complaint on March 16, 2021. A trial on both the direct and indirect purchaser claims is scheduled for November 2022.

In February 2021, BMS and two other manufacturers of HIV medications were sued in ~~Canada. Over 80 cases have been dismissed with prejudice~~State Court in New Mexico by the ~~MDL. Plaintiffs have appealed some~~Attorney General of the ~~dismissed cases~~State of New Mexico in a case alleging that the defendants’ agreements to develop and sell various fixed-dose combination products for the treatment of HIV, including Atripla*, and agreements to settle certain patent litigation violate the antitrust laws of the State of New Mexico. No schedule has been set for the case.

Thalomid and Revlimid Litigations

Beginning in November 2014, certain putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws by (a) allegedly securing an exclusive supply contract for the alleged purpose of preventing a generic manufacturer from securing its own supply of thalidomide active pharmaceutical ingredient, (b) allegedly refusing to sell samples of Thalomid and Revlimid brand drugs to various generic manufacturers for the alleged purpose of bioequivalence testing necessary for aNDAs to be submitted to the ~~Second~~FDA for approval to market generic versions of these products, (c) allegedly bringing unjustified patent infringement lawsuits in order to allegedly delay approval for proposed generic versions of Thalomid and Revlimid, and/or (d) allegedly entering into settlements of patent infringement lawsuits with certain generic manufacturers that allegedly have had anticompetitive effects. The plaintiffs, on behalf of themselves and putative classes of third-party payers, sought injunctive relief and damages. The various lawsuits were consolidated into a master action for all purposes. In March 2020, Celgene reached a settlement with the class plaintiffs. In October 2020, the Court entered a final order approving the settlement and dismissed the matter. That settlement does not resolve the claims of certain entities that opted out of the settlement.

In May 2018, Humana, Inc. (“Humana”) filed a lawsuit against Celgene in the Pike County Circuit Court of ~~Appeals.~~

~~SHAREHOLDER DERIVATIVE LITIGATION~~

~~Since December 2015, three shareholder derivative lawsuits were filed~~the Commonwealth of Kentucky. Humana’s complaint alleges Celgene engaged in unlawful off-label marketing in connection with sales of Thalomid and Revlimid and asserts claims against Celgene for fraud, breach of contract, negligent misrepresentation, unjust enrichment and violations of New ~~York state court against certain officers~~Jersey’s Racketeer Influenced and ~~directors of the Company.~~Corrupt Organizations Act. The ~~plaintiffs allege,~~complaint seeks, among other things, ~~breaches of fiduciary duty surrounding the Company’s previously disclosed October 2015 civil settlement with the Securities~~treble and ~~Exchange Commission of alleged Foreign Corrupt Practices Act violations in China in~~punitive damages, injunctive relief and attorneys’ fees and costs. In April 2019, Celgene filed a motion to dismiss Humana’s complaint, which the ~~Company agreed~~Court denied in January 2020. No trial date has been scheduled.

In March 2019, Humana filed a lawsuit against Celgene in the U.S. District Court for the District of New Jersey. Humana’s complaint makes largely the same claims and allegations as were made in the class action litigation. The complaint purports to assert claims on behalf of Humana and its subsidiaries in several capacities, including as a ~~payment~~direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. In May 2019, Celgene filed a motion to dismiss Humana’s complaint, and the Court has stayed discovery pending adjudication of ~~approximately $14.7 million in disgorgement, penalties and interest. As~~that motion. No trial date has been scheduled.

In March 2020, United HealthCare Services, Inc. (“UHS”), affiliates of ~~October 2017, all three~~which opted out of the ~~lawsuits have~~first settlement in the Thalomid and Revlimid Antitrust Class Action Litigation, filed a lawsuit against Celgene in the U.S. District Court for the District of Minnesota. UHS’s complaint makes largely the same claims and allegations as were made in the class action litigation in addition to certain claims regarding donations directed to copay assistance. The complaint purports to assert claims on behalf of UHS and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. In December 2020, Celgene’s motion to transfer the action to the District of New Jersey was granted and the case is now pending in that Court. In January 2021, Celgene filed a motion to dismiss UHS’s complaint, which the Court administratively terminated in June 2021 pending its decision on Celgene’s pending motion to dismiss Humana’s complaint. No trial date has been ~~dismissed.~~scheduled.

In May 2020, Celgene filed suit against Humana Pharmacy, Inc. (“HPI”), a Humana subsidiary, in Delaware Superior Court. Celgene’s complaint alleges that HPI breached its contractual obligations to Celgene by assigning claims to Humana that Humana is now asserting. The ~~Company received~~complaint seeks damages for HPI’s breach as well as a ~~notice of appeal~~declaratory judgment. In September 2020, HPI filed a motion to dismiss Celgene’s complaint, which was denied in February 2021. A trial has been scheduled for ~~one~~March 2023.

In July 2020, Blue Cross Blue Shield Association (“BCBSA”) sued Celgene and BMS on behalf of the ~~lawsuits~~Federal Employee Program in the U.S. District Court for the District of Columbia. BCBSA’s complaint makes largely the same claims and allegations as were made in the class action litigation. In April 2021, the parties’ joint motion to transfer the action to the District of New Jersey was granted and the case is now pending in that Court. No trial date has been scheduled.

In August 2020, BCBSM Inc., Health Care Service Corporation (“HCSC”), Blue Cross and Blue Shield of Florida Inc., and Molina Healthcare, Inc. (“Molina”) sued Celgene and BMS in a Minnesota state court. The complaint makes largely the same claims and allegations as were made in the class action litigation but adds allegations on behalf of HCSC only as to alleged off-label marketing of Thalomid and Revlimid. In September ~~2017.~~2020, Celgene and BMS removed the action to the U.S. District Court for the District of Minnesota. In March 2021, that Court denied plaintiffs’ motion to remand the action to state court, dismissed Molina for lack of personal jurisdiction and granted defendants’ motion to transfer the action to the District of New Jersey. The case is now pending in the District of New Jersey. No trial date has been scheduled.

In January 2021, Cigna Corporation (“Cigna”) sued Celgene and BMS in the U.S. District Court for the Eastern District of Pennsylvania. Cigna’s complaint makes largely the same claims and allegations as were made in the class action litigation. Cigna’s complaint purports to assert claims on behalf of Cigna and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser. In May 2021, the parties’ joint motion to transfer the action to the District of New Jersey was granted and the case is now pending in that Court. No trial date has been scheduled.

In May 2021, Molina sued Celgene and BMS in San Francisco Superior Court. Molina’s complaint makes largely the same claims and allegations as were made in the class action litigation. No trial date has been scheduled.

GOVERNMENT INVESTIGATIONS

Like other pharmaceutical companies, ~~the Company~~BMS and certain of its subsidiaries are subject to extensive regulation by national, state and local ~~government agencies~~authorities in the U.S. and other countries in which BMS operates. As a result, ~~the Company,~~BMS, from time to time, is subject to various governmental and regulatory inquiries and ~~investigations.~~investigations as well as threatened legal actions and proceedings. It is possible that criminal charges, substantial fines and/or civil penalties, could result from government or regulatory investigations.

ENVIRONMENTAL PROCEEDINGS

As previously reported, ~~the Company~~BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at ~~the Company’s~~BMS’s current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA Matters

With respect to CERCLA matters for which ~~the Company~~BMS is responsible under various state, federal and foreign laws, ~~the Company~~BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other “potentially responsible parties,” and ~~the Company~~BMS accrues liabilities when they are probable and reasonably estimable. ~~The Company~~BMS estimated its share of future costs for these sites to be ~~$63~~$75 million at ~~September~~June 30, ~~2017,~~2021, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of results of operations and financial condition is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.

EXECUTIVE SUMMARY

Bristol-Myers Squibb Company is a global ~~specialty~~ biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. Our principal strategy is to combine the resources, scale and capability of a pharmaceutical company with the speed and focus on innovation of the biotech industry. Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology (both solid tumors and hematology), immunology, cardiovascular and fibrosis. Our four strategic priorities are to drive ~~business~~enterprise performance, ~~continue to build a strong franchise~~maximize the value of our commercial portfolio, ensure the long-term sustainability of our pipeline through combined internal and external innovation and establish our new culture and embed our people strategy. For further information on our strategy, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Executive Summary-Strategy” in ~~IO, maintain a diversified portfolio both within and outside of IO, and continue~~ our ~~disciplined approach to capital allocation, including establishing partnerships and collaborations as an essential component of successfully delivering transformational medicines to patients.~~2020 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

In 2021, we received 13 approvals for new medicines and additional indications and formulations of currently marketed medicines in major markets (the U.S., EU and Japan), including advancement in hematology malignancies through regulatory approvals of Breyanzi and Abecma, the first approvals of our cell therapy portfolio. In support of our continued investment in our cell therapy portfolio, we are expanding our manufacturing capabilities through the construction of new state-of-the-art cell therapy manufacturing facilities in Devens, Massachusetts and Leiden, Netherlands. We continue to see momentum in our oncology portfolio with the approvals for both Opdivo and Opdivo+Yervoy in various indications. We continue to expand our portfolio in immunology with the FDA approval of Zeposia for the treatment of adults with moderately to severely active UC and an important opportunity for deucravacitinib, our TYK2 inhibitor, for the treatment of psoriasis and other diseases. We bolstered our leading cardiovascular franchise by adding mavacamten with the acquisition of MyoKardia in 2020. In March 2021, the FDA accepted the NDA for mavacamten for patients with symptomatic obstructive HCM with an assigned PDUFA goal date of January 28, 2022.

Our revenues increased by 8%9% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 due to Eliquis, Revlimid, our IO and new product portfoliosand foreign exchange, partially offset by lower demand for established brands. The $1.74 change in GAAP EPS primarily resulted from specified items including, lower unwinding of inventory fair value adjustments, contingent value rights and lower tax charges, partially offset by higher research and development, impairment and debt redemption charges. After adjusting for specified items, non-GAAP EPS increased $0.32 as a result of higher ~~demand for our prioritized brands including~~ ~~Opdivo~~ ~~and~~ ~~Eliquis~~ ~~partially offset by increased competition for established brands, primarily~~ ~~Daklinza. The $0.10 decrease in GAAP EPS was due to higher license, asset acquisition and restructuring related charges and lower divestiture related income. These items were~~revenues, partially offset by higher ~~revenues, royalties~~costs and ~~licensing income~~expenses to support product launches and the ~~patent-infringement litigation settlement related to Merck's PD-1 antibody~~ Keytruda* ~~(pembrolizumab). After adjusting for licensing income, litigation settlements, license and asset acquisition charges and other specified items, non-GAAP EPS increased $0.12.~~broader portfolio.


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions, except per share data	2021		2020		2021		2020
Total Revenues	$	11,703	$	10,129	$	22,776	$	20,910

Diluted Earnings/(Loss) Per Share
GAAP	$	0.47	$	(0.04)	$	1.36	$	(0.38)
Non-GAAP	1.93		1.63		3.67		3.35

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions, except per share data 2017 2016 2017 2016
Total Revenues $ 5,254
$ 4,922
$ 15,327
$ 14,184

Diluted Earnings Per Share
GAAP 0.51
0.72
2.02
2.12
Non-GAAP 0.75
0.77
2.32
2.20

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items ~~which~~that represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For a detailed listing of all specified items and further information and reconciliations of non-GAAP financial measures refer to “—Non-GAAP Financial Measures.”

~~Puerto Rico Update~~

~~Like many others~~

Economic and Market Factors

COVID-19

In December 2019, COVID-19 emerged and subsequently expanded to a pandemic, resulting in international, federal, state and local public health and governmental authorities taking a number of actions to limit the spread of COVID-19 and address material disruptions in the ~~pharmaceutical industry,~~U.S. and global economy. Against this background, we benefited from the impact of COVID-19 related buying patterns in the first quarter of 2020 but experienced sales channel inventory workdowns for our products during second quarter of 2020. We began to note improvement in the demand for certain products during the third and fourth quarters in 2020 but continue to experience impacts on revenues from COVID-19 primarily due to lower new patient starts and patient visits. Although the pandemic has not significantly impacted our results of operations, it remains difficult to reasonably assess or predict the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The future financial and operational impact of the COVID-19 pandemic on BMS will depend on developments such as the ultimate duration and recovery from the pandemic, government actions, impact on the U.S. and global economies, customer behavior changes and timing for resumption to our normal operations, among others. See risk factor on the Company’s risk factors resulting from the COVID-19 pandemic included under “Part I—Item 1A. Risk Factors—The COVID-19 pandemic is affecting our business and could have a material adverse effect on us” in our 2020 Form 10-K.

As the COVID-19 pandemic affected global healthcare systems as well as major economic and financial markets, we adopted several procedures focused on ensuring the continued supply of our medicines to our patients and protecting the health, wellbeing and safety of our workforce:

Workplace and Community

•We are maintaining our steadfast commitment to protecting the health and safety of our workforce and our communities while ensuring uninterrupted supply of medicines to patients and building on our competitive advantage.

•Our manufacturing sites have remained open throughout the pandemic supported by on site personnel. We have taken a thoughtful and ~~commercial operations in Puerto Rico which were impacted~~phased approach to bringing the rest of our workforce back to our 250 plus sites around the world and into the field, guided by the ~~recent hurricanes.~~ following principles:

◦Serving the needs of our patients and customers

◦Prioritizing health and safety

◦Following medical advice and government direction

◦Leading with compassion and flexibility

◦Modeling key learnings

•Our ~~two manufacturing sites sustained some damage but~~timelines and circumstances have varied across the globe. We are ~~currently operating at limited capacity.~~ monitoring local conditions and government direction closely and adjusting our plans as appropriate acting in a nimble and flexible manner.

•We continue to ~~work~~take significant measures to ~~restore~~protect the safety of our colleagues on site, including providing protective equipment, ensuring physical distancing, enhanced cleaning and creating a robust COVID-19 website to ~~normal operations.~~assist our workforce.

Supply of Our ~~first priority was~~Medicines and Support to Patients, Physicians and Advocacy Groups

•An important element of keeping our promise to patients, their families and our healthcare providers is to ensure that our supply chain is robust and carefully managed. Our clinical and commercial supply chain teams have proactively identified alternative means for moving our raw materials and products to our markets and clinical sites over the ~~safety~~past months. As a result of these efforts, we have not seen any disruption in our clinical or commercial supply chain due to the pandemic.

•Our customer-facing personnel are employing a combination of in-person and ~~well-being~~remote interactions to ensure continued support for healthcare professionals, patient care, and access to our medicines across our global markets. The balance between in-person and remote engagement is varying market to market based on local conditions and government direction.

Our Clinical Trials and Research

•We are working with health authorities and investigators to protect our trial participants and personnel at BMS and our clinical trial sites, while ensuring regulatory compliance and the integrity of our ~~employees.~~ science.

•We have ~~accounted for 100%~~provided clinical trial investigators with overarching principles and guidance regarding the conduct of our ~~employees~~clinical trials worldwide in light of COVID-19, and are taking into account guidance from health authorities, where applicable.

Governmental Actions

Additional regulations in the U.S. may occur in the future, including healthcare reform initiatives, further changes to tax laws and pricing laws and potential importation restrictions, that may reduce our results of operations, operating cash flow, liquidity and financial flexibility. For example, in November 2020 the U.S. federal government issued regulations regarding U.S. drug prices and payment for pharmaceutical products, including regulations that: (i) would reduce physician reimbursement for certain Medicare Part B drugs administered in doctors’ offices or hospitals to a “most favored nation price” drawn from the lowest price paid by certain countries in the Organisation for Economic Co-operation and Development, which would apply to many cancer medications; (ii) would authorize states and private parties to develop and implement programs to import certain prescription drugs from Canada and sell them in the U.S.; and (iii) would reform the use of rebates in Medicare Part D. The outcome of these regulations remains uncertain as a result of ongoing litigation and other factors. See risk factor on the Company’s risk factors on the executive orders included under “Part I—Item 1A. Risk Factors—Increased pricing pressure and other restrictions in the U.S. and abroad continue to provide humanitarian aid as needed. Our business continuity plans have been successful to date despite very challenging conditions with no supply disruption to date. In addition, we do not foresee any product supply issues. Althoughnegatively affect our ~~financial results for the quarter were not significantly impacted, we will continue to monitor~~revenues and ~~assess the ongoing effects.~~profit margins” in our 2020 Form 10-K.

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in ~~2017:~~

2021:



Product	Date	Approval


~~Opdivo~~Opdivo+Yervoy			~~September 2017~~June 2021			EC approval of Opdivo plus Yervoy for the treatment of adult patients with mismatch repair deficient or microsatellite instability-high mCRC after prior fluoropyrimidine-based combination chemotherapy.


Onureg			June 2021			EC approval of Onureg as a maintenance therapy in adult patients with AML who achieved complete remission or complete remission with incomplete blood count recovery following induction therapy with or without consolidation treatment and who are not candidates for, including those who choose not to proceed to, hematopoietic stem cell transplantation.


Opdivo+Yervoy			June 2021			EC approval of Opdivo plus Yervoy for the first-line treatment of adults with unresectable malignant pleural mesothelioma.


Zeposia			May 2021			FDA approval of Zeposia for the treatment of adults with moderately to severely active UC.


Opdivo			May 2021			Announced Japan’s Ministry of Health, Labour and Welfare approval of Opdivo and Yervoy in combination therapy for the first-line treatment of unresectable advanced or recurrent malignant pleural mesothelioma.


Opdivo			May 2021			FDA approval of Opdivo for the adjuvant treatment of patients with completely resected esophageal or gastroesophageal junction cancer with residual pathologic disease after neoadjuvant chemoradiotherapy.


Opdivo			April 2021			FDA approval of Opdivo in combination with chemotherapy for patients with advanced or metastatic gastric cancer, gastroesophageal junction cancer, and esophageal adenocarcinoma, regardless of PD-L1 expression status.


Opdivo			April 2021			EC approval of Opdivo in combination with Cabometyx* for the first-line treatment of patients with advanced RCC.


Abecma			March 2021			FDA approval of Abecma (idecabtagene vicleucel; ide-cel) for the treatment of adult patients with relapsed or refractory multiple myeloma after four or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody.


Breyanzi			March 2021			Announced Japan’s Ministry of Health, Labour and Welfare approval of Breyanzi (lisocabtagene maraleucel: liso-cel) for the treatment of patients with ~~HCC, a type of liver cancer, who have been previously treated with sorafenib.~~relapsed or refractory large B-cell lymphoma and relapsed or refractory follicular lymphoma.


~~September 2017~~Inrebic			~~Approval in Japan~~February 2021			EC approval of Inrebic for the treatment of ~~unresectable advanced~~disease-related splenomegaly or ~~recurrent gastric cancer which has progressed after chemotherapy, received by our alliance partner, Ono.~~symptoms in adult patients with primary myelofibrosis, post-polycythaemia vera myelofibrosis or post-essential thrombocythaemia myelofibrosis, who are Janus Associated Kinase inhibitor naïve or have been treated with ruxolitinib.


~~August 2017~~Breyanzi			February 2021			FDA approval of Breyanzi (lisocabtagene maraleucel; liso-cel) for the treatment of adult ~~and pediatric~~ patients with ~~MSI-H~~relapsed or ~~dMMR mCRC that has progressed following treatment with a fluoropyrimidine, oxaliplatin and irinotecan.~~refractory large B-cell lymphoma after two or more lines of systemic therapy.


~~June 2017~~Opdivo			ECJanuary 2021	FDA approval of Opdivo in combination with Cabometyx* for the first-line treatment of patients with ~~previously treated locally~~ advanced ~~unresectable or metastatic urothelial carcinoma, a type of bladder cancer, in adults after failure of platinum-containing therapy.~~
~~April 2017~~	~~EC approval for the treatment of SCCHN in adults progressing on or after platinum-based therapy.~~
~~March 2017~~	~~Approval in Japan for the treatment of recurrent or metastatic HNC, received by our alliance partner, Ono.~~
~~February 2017~~	~~FDA approval for the treatment of patients with previously treated locally advanced or metastatic urothelial carcinoma, a type of bladder cancer.~~
~~Orencia~~	~~July 2017~~	EC approval for the treatment of active PsA in adults for whom the response to previous disease-modifying antirheumatic drug therapy, including methotrexate, has been inadequate, and additional systemic therapy for psoriatic skin lesions is not required.
	~~July 2017~~	~~FDA approval for the treatment of active PsA in adults.~~
	~~March 2017~~	~~FDA approval of a new subcutaneous administration option for use in patients two years of age and older with moderately to severely active polyarticular JIA.~~
~~Yervoy~~	~~July 2017~~	~~FDA approval of an expanded indication for the treatment of unresectable or metastatic melanoma in pediatric patients.~~
~~Hepatitis C Franchise~~	~~April 2017~~	~~China FDA approval of the~~ ~~Daklinza~~ ~~and~~ ~~Sunvepra~~ ~~regimen for treatment-naive or experienced patients infected with genotype 1b chronic HCV. In addition,~~ ~~Daklinza~~ ~~was approved in China for combination use with other agents, including sofosbuvir, for adult patients with HCV genotypes 1-6 infection.~~RCC.

The FDA has indicated it is undertaking an industry-wide review of indications that received accelerated approval and for which the confirmatory studies did not meet their primary endpoints. This is not specific to BMS, but we have two Opdivo indications that are subject to this review by the FDA in the third-line treatment of SCLC and second-line treatment of HCC. In consultation with the FDA, we have withdrawn the Opdivo indication in the third-line treatment of SCLC. Additionally, we decided to withdraw the Opdivo indication in the second-line treatment of HCC.

Refer to "—“—Product and Pipeline ~~Developments"~~Developments” for all of the developments in our marketed products and late-stage pipeline in ~~2017.~~2021.

~~Acquisitions~~

Divestitures, Licensing and ~~Licensing~~Other Arrangements

~~Acquisition~~

Divestitures, licensing and ~~licensing transactions~~other arrangements allow us to focus our resources behind our growth opportunities that drive the greatest long-term value. ~~We are focused on the following core therapeutic areas: oncology, including IO, immunoscience, cardiovascular and fibrosis.~~ Significant transactions entered into in ~~2017~~2021 are summarized below. Refer to ~~"Item~~“Item 1. Financial Statements—Note 3. Alliances” and “—Note 4. ~~Acquisitions,~~ Divestitures, Licensing and ~~Licensing Arrangements"~~Other Arrangements” for further information.

~~Halozyme~~

~~In the third quarter of 2017, BMS and Halozyme announced~~Agenus - We obtained a global exclusive license to Agenus’ proprietary bispecific antibody program, AGEN1777, that blocks TIGIT and an additional target. AGEN1777 is being studied in oncology and is in preclinical development.

Eisai - We commenced an exclusive global strategic collaboration with Eisai for the co-development and co-commercialization of MORAb-202, a selective folate receptor alpha antibody-drug conjugate being investigated in endometrial, ovarian, lung and breast cancers. MORAb-202 is currently in Phase I/II clinical trials for solid tumors.

Prothena - We exercised our option under the global neuroscience research and development collaboration to enter into an exclusive U.S. license for PRX005, an anti-tau antibody that specifically targets an area within the microtubule binding region for the potential treatment of Alzheimer’s disease. A Phase I clinical trial with PRX005 has been initiated.

Rockefeller University - We entered into an agreement with Rockefeller University, granting us the global exclusive license to develop, ~~subcutaneously administered BMS IO medicines using Halozyme's ENHANZE* drug-delivery technology. This transaction is expected~~manufacture and commercialize Rockefeller’s novel monoclonal antibody duo treatment that neutralizes the SARS-CoV-2 virus for therapy, or prevents in certain patients, of COVID-19. Phase I clinical trials to ~~close~~assess dosing for IV and subcutaneous formulations and to assess safety have been completed by Rockefeller. In May 2021, enrollment initiated in the ~~fourth quarter~~Phase II study within the NIH ACTIV-2 protocol at a network of ~~2017 subject to obtaining customary regulatory and antitrust approvals.~~

~~IFM~~

Insites within the third quarter of 2017, BMS acquired all of the outstanding shares of IFM, a private biotechnology company focused on developing therapies that modulate novel targets in the innate immune system to treat cancer, autoimmunity and inflammatory diseases. The acquisition provides BMS with full rights to IFM's preclinical STING and NLRP3 agonist programs focused on enhancing the innate immune response for treating cancer.

~~Biogen~~

~~In the second quarter of 2017, BMS out-licensed to Biogen exclusive rights to develop and commercialize BMS-986168, an anti-eTau compound in development for Progressive Supranuclear Palsy.~~

~~Roche~~

~~In the second quarter of 2017, BMS out-licensed to Roche exclusive rights to develop and commercialize BMS-986089, an anti-myostatin adnectin in development for Duchenne Muscular Dystrophy.~~

U.S.

~~CytomX~~

In the second quarter of 2017, BMS and CytomX, a biopharmaceutical company developing investigational Probody therapeutics for the treatment of cancer, expanded their strategic collaboration to discover novel therapies that will include up to eight additional targets using CytomX’s proprietary Probody platform.

RESULTS OF OPERATIONS

Regional Revenues

Three Months Ended September 30, Nine Months Ended September 30,
Total Revenues 2017 vs. 2016 Total Revenues 2017 vs. 2016
Dollars in Millions 2017 2016 Total Change
Foreign Exchange^(b)
2017 2016 Total Change
Foreign Exchange^(b)
United States $ 2,864
$ 2,790
3 % —
$ 8,467
$ 8,015
6 % —
Europe 1,262
946
33 % 5 % 3,596
2,855
26 % (1 )%
Rest of the World 970
1,069
(9 )% (2 )% 2,858
2,922
(2 )% (1 )%
Other^(a)
158
117
35 % N/A
406
392
4 % N/A
Total $ 5,254
$ 4,922
7 % 1 % $ 15,327
$ 14,184
8 % (1 )%
The composition of the changes in revenues was as follows:


	Three Months Ended June 30,								Six Months Ended June 30,
Dollars in Millions	2021		2020		% Change		Foreign Exchange(b)		2021		2020		% Change		Foreign Exchange(b)
United States	$	7,388	$	6,487	14	%	—		$	14,398	$	13,253	9	%	—
Europe	2,689		2,136		26	%	10	%	5,242		4,703		11	%	9	%
Rest of the World	1,435		1,334		8	%	4	%	2,781		2,669		4	%	3	%
Other(a)	191		172		11	%	N/A		355		285		25	%	N/A
Total	$	11,703	$	10,129	16	%	3	%	$	22,776	$	20,910	9	%	2	%


~~(a)~~	~~Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.~~


~~(b)~~	~~Foreign exchange impacts were derived by applying the prior period average currency rates to the current period sales.~~

(a) Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.

(b) Foreign exchange impacts were derived by applying the prior period average currency rates to the current period sales.

United States

•U.S. revenues for the second quarter 2021 and year-to-date increased ~~in both periods~~due tohigher demand for Eliquis, our IO and new product portfolios and Revlimid. The second quarter 2020 was negatively impacted from sales channel inventory work downs and lower new patient starts due to the COVID-19 pandemic. Average U.S. net selling prices increased 1% year-to-date compared to the same period a year ago.

Europe

•Europe revenues for the second quarter 2021 and year-to-date increased due to higher demand for Eliquis, Revlimid,our IO portfolio and ~~Opdivo~~ foreign exchange, partially offset by lower demand for established ~~brands~~brands. The second quarter 2020 was negatively impacted from sales channel inventory work downs and lower new patient starts due to ~~increased competition, primarily~~ ~~Daklinza~~.the COVID-19 pandemic. Average ~~U.S.~~ net selling prices ~~were approximately 2% higher after charge-backs, rebates and discounts in the nine months ended September 30, 2017~~decreased year-to-date compared to the ~~prior~~same period a year ~~period. Refer to “—Product Revenues” below~~ago.

Rest of the World

•Rest of the World revenues for ~~additional information.~~

~~Europe revenues~~the second quarter 2021 and year-to-date increased ~~in both periods~~ due to higher demand for~~Opdivo~~ Pomalyst/Imnovid, our IO portfolio, and Eliquisand foreign exchange, partially offset by lower demand for ~~Daklinza~~established brands. The second quarter 2020 was negatively impacted from sales channel inventory work downs and lower new patient starts due to ~~increased competition~~.the COVID-19 pandemic. Average net selling prices decreased year-to-date compared to the same period a year ago.

~~Rest of the World revenues decreased in both periods due to lower demand for established brands, including~~ ~~Daklinza,~~ ~~due to increased competition and the divestiture of certain other brands partially offset by higher demand for~~ ~~Opdivo~~ ~~and~~ ~~Eliquis~~.

No single country outside the U.S. contributed more than 10% of total revenues during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 or ~~2016.~~2020. Our business is typically not seasonal.

GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as ~~follows (excluding alliance and other revenues such as~~ Atripla*):follows:


	Three Months Ended June 30,								Six Months Ended June 30,
Dollars in Millions	2021			2020			% Change		2021			2020			% Change
Gross product sales	$	16,782		$	13,788		22	%	$	32,341		$	28,474		14	%
GTN adjustments
Charge-backs and cash discounts	(1,720)			(1,292)			33	%	(3,306)			(2,632)			26	%
Medicaid and Medicare rebates	(2,139)			(1,482)			44	%	(3,857)			(2,980)			29	%
Other rebates, returns, discounts and adjustments	(1,518)			(1,197)			27	%	(2,975)			(2,504)			19	%
Total GTN adjustments	(5,377)			(3,971)			35	%	(10,138)			(8,116)			25	%
Net product sales	$	11,405		$	9,817		16	%	$	22,203		$	20,358		9	%

GTN adjustments percentage	32		%	29		%	3	%	31		%	28		%	3	%
U.S.	38		%	34		%	4	%	37		%	34		%	3	%
Non-U.S.	15		%	16		%	(1)	%	16		%	15		%	1	%

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 % Change 2017 2016 % Change
Gross product sales $ 6,555
$ 5,698
15 % $ 18,723
$ 16,252
15 %
GTN adjustments:
Charge-backs and cash discounts (583 ) (427 ) 37 % (1,521 ) (1,174 ) 30 %
Medicaid and Medicare rebates (573 ) (397 ) 44 % (1,474 ) (1,018 ) 45 %
Other rebates, returns, discounts and adjustments (537 ) (382 ) 41 % (1,516 ) (1,172 ) 29 %
Total GTN adjustments (1,693 ) (1,206 ) 40 % (4,511 ) (3,364 ) 34 %
Net product sales $ 4,862
$ 4,492
8 % $ 14,212
$ 12,888
10 %

GTN adjustments percentage 26 % 21 % 5 % 24 % 21 % 3 %
U.S. 32 % 26 % 6 % 30 % 26 % 4 %
Non-U.S. 15 % 14 % 1 % 14 % 12 % 2 %

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were ~~$65~~$302 million and ~~$143~~$116 million infor the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, respectively. The reductions to provisions in 2021 was primarily related to Eliquis coverage gap discounts. GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual ~~and~~or legislative discounts and rebates. U.S. GTN adjustments ~~are increasing at a higher rate than gross product sales~~percentage increased primarily due to higher ~~U.S.~~ ~~Eliquis~~ ~~gross product sales,~~government channel mix, which has ~~a relatively high~~higher GTN adjustment ~~percentage.~~percentages.

Product Revenues


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2021		2020		% Change		2021		2020		% Change
Prioritized Brands
Revlimid	$	3,202	$	2,884	11	%	$	6,146	$	5,799	6	%
U.S.	2,164		2,048		6	%	4,122		4,014		3	%
Non-U.S.	1,038		836		24	%	2,024		1,785		13	%

Eliquis	2,792		2,163		29	%	5,678		4,804		18	%
U.S.	1,722		1,363		26	%	3,645		3,140		16	%
Non-U.S.	1,070		800		34	%	2,033		1,664		22	%

Opdivo	1,910		1,653		16	%	3,630		3,419		6	%
U.S.	1,076		956		13	%	2,020		1,964		3	%
Non-U.S.	834		697		20	%	1,610		1,455		11	%

Orencia	814		750		9	%	1,572		1,464		7	%
U.S.	593		554		7	%	1,129		1,054		7	%
Non-U.S.	221		196		13	%	443		410		8	%

Pomalyst/Imnovid	854		745		15	%	1,627		1,458		12	%
U.S.	567		522		9	%	1,079		1,011		7	%
Non-U.S.	287		223		29	%	548		447		23	%

Sprycel	541		511		6	%	1,011		1,032		(2)	%
U.S.	325		308		6	%	600		608		(1)	%
Non-U.S.	216		203		6	%	411		424		(3)	%

Yervoy	510		369		38	%	966		765		26	%
U.S.	328		254		29	%	622		511		22	%
Non-U.S.	182		115		58	%	344		254		35	%

Abraxane	296		308		(4)	%	610		608		—
U.S.	234		218		7	%	459		423		9	%
Non-U.S.	62		90		(31)	%	151		185		(18)	%

Empliciti	86		97		(11)	%	171		194		(12)	%
U.S.	51		59		(14)	%	102		118		(14)	%
Non-U.S.	35		38		(8)	%	69		76		(9)	%

Reblozyl	128		55		**		240		63		**
U.S.	110		55		100	%	208		63		**
Non-U.S.	18		—		N/A		32		—		N/A

Inrebic	16		15		7	%	32		27		19	%
U.S.	15		15		—		30		27		11	%
Non-U.S.	1		—		N/A		2		—		N/A

Onureg	12		—		N/A		27		—		N/A
U.S.	12		—		N/A		26		—		N/A
Non-U.S.	—		—		N/A		1		—		N/A

Zeposia	28		1		**		46		1		**
U.S.	20		1		**		33		1		**
Non-U.S.	8		—		N/A		13		—		N/A


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2017		2016		% Change		2017		2016		% Change		Dollars in Millions	2021	2020	% Change		2021	2020	% Change
Prioritized Brands													Prioritized Brands
Opdivo	$	1,265	$	920	38	%	$	3,587	$	2,464	46	%

Breyanzi													Breyanzi	17	—	N/A		17	—	N/A
U.S.	778		712		9	%	2,307		1,949		18	%	U.S.	17	—	N/A		17	—	N/A
Non-U.S.	487		208		**		1,280		515		**		Non-U.S.	—	—	N/A		—	—	N/A

Eliquis	1,232		884		39	%	3,509		2,395		47	%
U.S.	717		512		40	%	2,119		1,424		49	%
Non-U.S.	515		372		38	%	1,390		971		43	%

Orencia	632		572		10	%	1,817		1,640		11	%
U.S.	432		387		12	%	1,243		1,109		12	%
Non-U.S.	200		185		8	%	574		531		8	%

Sprycel	509		472		8	%	1,478		1,330		11	%
U.S.	278		259		7	%	806		702		15	%
Non-U.S.	231		213		8	%	672		628		7	%

Yervoy	323		285		13	%	975		789		24	%
U.S.	239		222		8	%	727		600		21	%
Non-U.S.	84		63		33	%	248		189		31	%

Empliciti	60		41		46	%	168		103		63	%
Abecma													Abecma	24	—	N/A		24	—	N/A
U.S.	39		36		8	%	112		97		15	%	U.S.	24	—	N/A		24	—	N/A
Non-U.S.	21		5		**		56		6		**		Non-U.S.	—	—	N/A		—	—	N/A

Established Brands													Established Brands
Hepatitis C Franchise	73		379		(81	)%	347		1,352		(74	)%
Vidaza													Vidaza	45	126	(64)	%	99	284	(65)	%
U.S.	24		192		(88	)%	96		745		(87	)%	U.S.	2	—	N/A		7	2	**
Non-U.S.	49		187		(74	)%	251		607		(59	)%	Non-U.S.	43	126	(66)	%	92	282	(67)	%

Baraclude	264		306		(14	)%	819		896		(9	)%	Baraclude	109	121	(10)	%	222	243	(9)	%
U.S.	14		17		(18	)%	40		49		(18	)%	U.S.	2	3	(33)	%	6	6	—
Non-U.S.	250		289		(13	)%	779		847		(8	)%	Non-U.S.	107	118	(9)	%	216	237	(9)	%

Sustiva Franchise	183		275		(33	)%	555		819		(32	)%
Other Brands													Other Brands	319	331	(4)	%	658	749	(12)	%
U.S.	157		234		(33	)%	471		689		(32	)%	U.S.	126	131	(4)	%	269	311	(14)	%
Non-U.S.	26		41		(37	)%	84		130		(35	)%	Non-U.S.	193	200	(4)	%	389	438	(11)	%

Reyataz Franchise	174		238		(27	)%	555		706		(21	)%
Total Revenues													Total Revenues	11,703	10,129	16	%	22,776	20,910	9	%
U.S.	85		125		(32	)%	260		367		(29	)%	U.S.	7,388	6,487	14	%	14,398	13,253	9	%
Non-U.S.	89		113		(21	)%	295		339		(13	)%	Non-U.S.	4,315	3,642	18	%	8,378	7,657	9	%

Other Brands	539		550		(2	)%	1,517		1,690		(10	)%
U.S.	101		94		7	%	286		284		1	%
Non-U.S.	438		456		(4	)%	1,231		1,406		(12	)%

** Change in excess of 100%.

Revlimid (lenalidomide)—an oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma. Revlimid as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant.

•U.S. revenues increased 6% in the second quarter 2021 due to higher demand and higher average net selling prices.

U.S. revenues increased 3% year-to-date due to higher average net selling prices.

•International revenues increased 24% in the second quarter 2021 due to higher demand and foreign exchange of 8%. Excluding foreign exchange impacts, revenues increased by 16%.

International revenues increased 13% year-to-date due to foreign exchange of 7% and higher demand. Excluding foreign exchange impacts, revenues increased 6%.

Eliquis (apixaban)— an oral Factor Xa inhibitor targeted at stroke prevention in adult patients with NVAF and the prevention and treatment of VTE disorders.

•U.S. revenues increased 26% in the second quarter 2021 due to higher demand and a second quarter 2020 inventory work down resulting from the COVID-19 pandemic (primarily sales channel inventory work down), partially offset by lower average net selling prices.

U.S. revenues increased 16% year-to-date due to higher demand, partially offset by lower average net selling prices.

•International revenues increased 34% in the second quarter 2021 and 22% year-to-date due to higher demand and foreign exchange of 10% and 9%, respectively. The second quarter 2020 was negatively affected from the COVID-19 pandemic (primarily sales channel inventory work down). Excluding foreign exchange impacts, revenues increased by 24% and 13%, respectively.

Following the May 2021 expiration of regulatory exclusivity for Eliquis in Europe, generic manufacturers may seek to market generic versions of Eliquis in Europe prior to the expiration of our patents, which may lead to additional, infringement and invalidity actions involving our Eliquis patents being filed in various countries in Europe. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to “Item 1. Financial Statements—Note 17. Legal Proceedings and Contingencies—Intellectual Property—” for further information.

Opdivo (nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells that has been approved for several anti-cancer indications including bladder, blood, colon, head and neck, kidney, liver, lung, melanoma and ~~stomach~~stomach. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, RCC, and ~~continues to be investigated~~CRC. There are several ongoing potentially registrational studies for Opdivo across other tumor types and disease ~~areas.~~areas, in monotherapy and in combination with Yervoy and various anti-cancer agents.

•U.S. revenues increased ~~in both periods due to higher demand. We expect increased competition for~~ ~~Opdivo~~ ~~to continue~~13% in the ~~future.~~

~~International revenues increased in both periods~~second quarter 2021 and 3% year-to-date due to higher demand ~~as a result of launches of additional~~across multiple therapies including the Opdivo+Yervoy combinations in NSCLC (launched in the second quarter 2020), Opdivo+Cabometyx* combination in kidney cancer and Opdivo in various gastric and esophageal cancers, partially offset by declining second-line eligibility across tumor indications and ~~approvals in~~increased competition. The second quarter 2020 was negatively affected from the COVID-19 pandemic (primarily lower new ~~countries.~~patient starts and patient visits).

~~Eliquis(apixaban)~~ ~~— an oral Factor Xa inhibitor, targeted at stroke prevention in adult patients with non-valvular atrial fibrillation and the prevention and treatment of venous thromboembolic disorders.~~

~~U.S. and international~~•International revenues increased 20% in ~~both periods~~the second quarter 2021 and 11% year-to-date due to higher demand ~~resulting from~~and foreign exchange of 7% and 5%, respectively. Excluding foreign exchange impacts, revenues increased ~~commercial acceptance of novel oral anticoagulants~~by 13% and ~~market share gains.~~6%, respectively.

Orencia (abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA and is also indicated for reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular ~~juvenile idiopathic arthritis.~~JIA.

•U.S. revenues increased 7% in ~~both periods~~the second quarter 2021 and year-to-date due to higher demand. The second quarter 2020 was negatively impacted by lower demand from the COVID-19 pandemic.

•International revenues increased 13% in the second quarter 2021 and 8% year-to-date due to foreign exchange of 6% and 5%, respectively, higher demand and higher average net selling ~~prices~~prices. The second quarter 2020 was negatively impacted by lower demand from the COVID-19 pandemic. Excluding foreign exchange impacts, revenues increased by 7% and ~~demand.~~3%, respectively.

Pomalyst/Imnovid (pomalidomide) — a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets. Pomalyst/Imnovid is indicated for patients with multiple myeloma who have received at least two prior therapies including lenalidomide and a proteasome inhibitor and have demonstrated disease progression on or within 60 days of completion of the last therapy.

•U.S. revenues increased 9% in the second quarter 2021 and 7% year-to-date due to higher demand and higher average net selling prices.

•International revenues increased 29% in ~~both periods~~the second quarter 2021 and 23% year-to-date, due to higher ~~demand.~~demand and foreign exchange of 6% for both periods, partially offset by lower average net selling prices. Excluding foreign exchange impacts, revenues increased by 23% and 17%.

Sprycel (dasatinib) — an oral inhibitor of multiple tyrosine kinase indicated for the first-line treatment of ~~adults~~patients with Philadelphia chromosome-positive ~~chronic myeloid leukemia~~CML in chronic phase and the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase CML with resistance or intolerance to prior therapy, including Gleevec* ~~(imatinib meslylate).~~Gleevec* (imatinib mesylate) and the treatment of children and adolescents aged 1 year to 18 years with chronic phase Philadelphia chromosome-positive CML.

•U.S. revenues increased 6% in ~~both periods primarily~~the second quarter 2021 due to higher demand.

U.S. revenues decreased 1% year-to-date due lower average net selling prices.

•International revenues increased 6% in the second quarter 2021 due to foreign exchange of 4%, and to a lesser extent, higher demand. Excluding foreign exchange impacts, revenues increased by 2%.

International revenues ~~increased in both periods~~decreased 3% year-to-date due to ~~higher demand.~~lower demand as a result of increased generic competition and lower average net selling prices, partially offset by foreign exchange of 4%. Excluding foreign exchange impacts, revenues decreased by 7%.

Yervoy (ipilimumab) — a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, RCC, and CRC.

•U.S. revenues increased 29% in ~~both periods~~the second quarter 2021 and 22% year-to-date due to higher demand primarily from the Opdivo+Yervoy combination for NSCLC (launched in the second quarter 2020).

•International revenues increased 58% in the second quarter 2021 and 35% year-to-date due to higher demand and foreign exchange of 10% and 7%, respectively, partially offset by lower average net selling prices. Excluding foreign exchange impacts, revenues increased by 48% and 28%, respectively.

Abraxane (paclitaxel albumin-bound particles for injectable suspension)—a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary Nab® technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.

•U.S. revenues increased 7% in the second quarter 2021 due to higher demand, partially offset by lower average net selling prices and 9% year-to-date due to higher demand.

•International revenues ~~increased~~decreased 31% in ~~both periods~~the second quarter 2021 and 18% year-to-date due to ~~higher demand.~~supply chain delays, partially offset by foreign exchange of 5% and 4%, respectively. Excluding foreign exchange impacts, revenues decreased by 36% and 22%, respectively. We expect that the supply chain delays will continue into the third or fourth quarter 2021.

Empliciti (elotuzumab) — a humanized monoclonal antibody for the treatment of multiple myeloma.

~~Empliciti~~Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in adult patients with beta thalassemia who require regular red blood cell transfusions and for the treatment of anemia failing an erythropoiesis stimulating agent (“ESA”) in adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require RBC transfusions. Reblozyl was launched for adult patients with MDS previously treated with ESA in April 2020.

Inrebic (fedratinib) — an oral kinase inhibitor indicated for the treatment of adult patients with intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis. Inrebic was launched in August 2019.

Onureg (azacitidine) — an oral hypomethylating agent that incorporates into DNA and RNA, indicated for continued treatment of adult patients with AML who achieved first complete remission or complete remission with incomplete blood count recovery following intensive induction chemotherapy and are not able to complete intensive curative therapy. Onureg was launched in September 2020.

Zeposia (ozanimod) — an oral immunomodulatory drug used to treat relapsing forms of multiple sclerosis, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults. Zeposia was launched in June 2020.

Breyanzi (lisocabtagene maraleucel) — a CD19-directed genetically modified autologous T cell immunotherapy indicated for the ~~U.S.~~treatment of adult patients with certain types of relapsed or refractory large B-cell lymphoma after two or more lines of systemic therapy. Breyanzi was launched in ~~December 2015, in~~April 2021.

Abecma (idecabtagene vicleucel) — a B-cell maturation antigen-directed genetically modified autologous T cell immunotherapy indicated for the EUtreatment of adult patients with relapsed or refractory multiple myeloma after four or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. Abecma was launched in May ~~2016~~2021.

Vidaza (azacitidine for injection)—a hypomethylating agent with several approved indications worldwide for frontline treatment of patients with myelodysplastic syndromes, chronic myelomonocytic leukemia (CMMoL), and ~~in Japan in September 2016.~~

acute myeloid leukemia.

~~Hepatitis C Franchise —~~ ~~Daklinza~~ ~~(daclatasvir) - an NS5A replication complex inhibitor;~~ ~~Sunvepra~~ ~~(asunaprevir) - an NS3 protease inhibitor; and beclabuvir - an NS5B inhibitor. Includes~~ ~~Ximency, a single pill combination of daclatasvir, asunaprevir and beclabuvir in Japan.~~

~~U.S. and international~~•International revenues decreased ~~in both periods~~ due to lower demand and lower average net selling prices resulting from ~~increased~~generic competition.

Baraclude (entecavir) — an oral antiviral agent for the treatment of chronic hepatitis B.

•International revenues ~~continued to decrease in both periods~~decreased due to lower demand resulting from ~~increased competition.~~

~~Sustiva (efavirenz)Franchise~~ ~~— a non-nucleoside reverse transcriptase inhibitor for the treatment of HIV, which includes~~ ~~Sustiva, an antiretroviral drug, and bulk efavirenz, which is also included in the combination therapy,~~ ~~Atripla*.~~

~~U.S. revenues continued to decrease in both periods due to lower demand resulting from increased competition. The loss of exclusivity for~~ ~~Sustiva~~ ~~is expected in December 2017 which may result in the termination of the joint venture agreement with Gilead and further reduce revenues beyond 2017.~~

~~Reyataz (atazanavir sulfate) Franchise~~ ~~— Includes~~ ~~Reyataz~~ ~~- a protease inhibitor for the treatment of HIV and~~ ~~Evotaz~~ ~~(atazanavir 300 mg and cobicistat 150 mg) - a combination therapy containing~~ ~~Reyataz~~ ~~and~~ Tybost* ~~(cobicistat).~~

U.S. revenues continued to decrease due to lower demand resulting from increased competition. The loss of exclusivity is expected in December 2017 and will result in a higher decline in revenues in future periods due to generic competition.

~~International revenues continued to decrease in both periods due to lower demand.~~

Other Brands — includes all other ~~products,~~brands, including those which have lost exclusivity in major markets, OTC brands and royalty revenue.

•International revenues decreased ~~in both periods~~primarily due to ~~out-licensing and divestiture of certain other brands and~~ continued generic erosion.

Estimated End-User Demand

Pursuant to the SEC Consent Order described in our ~~2016 Annual Report on~~2020 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We are obligated to disclose products with levels of inventory in excess of one month on hand or expected demand, subject to a de minimis exception. ~~Estimated levels of inventory~~There were no products in the U.S. wholesaler distribution channel ~~in excess of one month on hand for the following products were not material to our results of operations as~~and outside of the ~~dates indicated. No~~ U.S. ~~products had~~in the direct customer distribution channel with estimated levels of inventory ~~in the distribution channel in excess of one month on hand at September 30, 2017. Below are international products that had estimated levels of inventory in the distribution channel~~ in excess of one month at June 30, ~~2017.~~

~~Dafalgan, an analgesic product sold principally in Europe, had 1.2 months of inventory on hand internationally at direct customers compared to 1.3 months of inventory on hand at~~2021 (U.S.) and March 31, ~~2017. The level~~2021 (outside of ~~inventory on hand was primarily due to~~ the ~~ordering patterns of pharmacists in France.~~U.S.).

~~Fervex~~, a cold and flu product, had 4.0 months of inventory on hand at direct customers compared to 2.7 months of inventory on hand at March 31, 2017. The level of inventory on hand was attributable to France to support product seasonality.

~~Perfalgan~~, an analgesic product, had 1.5 months of inventory on hand internationally at direct customers compared to 1.6 months of inventory on hand at March 31, 2017. The level of inventory on hand was due to extended delivery lead time primarily in the Gulf Countries.

~~Sunvepra~~, a Hepatitis C product, had 1.1 months of inventory on hand at direct customers compared to 1.1 months of inventory on hand at March 31, 2017. The level of inventory on hand was attributable to decreasing in-market sales primarily in Japan.

~~Ximency, a Hepatitis C product, had 1.1 months of inventory on hand at direct customers compared to 2.4 months of inventory on hand at March 31, 2017. The product was launched in February 2017 in Japan.~~

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, ~~and our distributors. Our three largest wholesalers~~which account for approximately ~~95%~~85% of total gross sales of U.S. ~~products.~~products for the six months ended June 30, 2021. Factors that may influence our estimates include generic competition, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Revlimidand Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Revlimid REMS and Pomalyst REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimidand Pomalyst.Internationally, Revlimidand Imnovid are distributed under mandatory risk-management distribution programs tailored to meet local authorities’ specifications to provide for the products’ safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As ~~a result,~~such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. ~~businesses~~business for the quarter ended ~~September~~June 30, ~~2017~~2021 is not available prior to the filing of this ~~quarterly report~~Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory ~~levels~~ in excess of one month on hand or expected demand for the current quarter, subject to a de minimis exception, in ~~the~~our next ~~annual~~quarterly report on Form ~~10-K.~~10-Q.

Expenses


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2021		2020		% Change		2021		2020		% Change
Cost of products sold(a)	$	2,452	$	2,699	(9)	%	$	5,293	$	6,361	(17)	%
Marketing, selling and administrative	1,882		1,628		16	%	3,548		3,234		10	%
Research and development	3,271		2,522		30	%	5,496		4,894		12	%
Amortization of acquired intangible assets	2,547		2,389		7	%	5,060		4,671		8	%
Other (income)/expense, net	(2)		(736)		(100)	%	(704)		427		**
Total Expenses	$	10,150	$	8,502	19	%	$	18,693	$	19,587	(5)	%

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 % Change 2017 2016 % Change
Cost of products sold $ 1,572
$ 1,305
20 % $ 4,393
$ 3,563
23 %
Marketing, selling and administrative 1,147
1,144
—
3,388
3,450
(2 )%
Research and development 1,543
1,138
36 % 4,490
3,540
27 %
Other (income)/expense (191 ) (224 ) (15 )% (1,377 ) (1,198 ) 15 %
Total Expenses $ 4,071
$ 3,363
21 % $ 10,894
$ 9,355
16 %
** In excess of +/- 100%.

(a) Excludes amortization of acquired intangible assets.

Cost of Products Sold

•Cost of products sold decreased by $247 million in the second quarter 2021 primarily due to lower unwinding of inventory fair value adjustments ($626 million), partially offset by higher Eliquis profit sharing ($303 million) and foreign exchange.

•Cost of products sold decreased by $1.1 billion year-to-date primarily due to lower unwinding of inventory fair value adjustments ($2.0 billion), partially offset by higher Eliquis profit sharing ($395 million), charges related to Inrebic regulatory approval milestones in the EU ($315 million) and foreign exchange.

Marketing, Selling and Administrative

•Marketing, selling and administrative expenses increased by $254 million in ~~both periods~~the second quarter 2021 and $314 million year-to-date, primarily due to higher ~~Eliquis~~ ~~profit sharing (approximately $150 million~~advertising and ~~$520 million for the three and nine months ended September 30, 2017, respectively)~~promotion expenses and higher ~~inventory~~costs to support new product launches.

Research and Development

•Research and development expense increased by $749 million in the second quarter 2021 and $602 million year-to-date, primarily due to license and asset acquisition charges ~~including~~of $780 million in the second quarter 2021 primarily relating to Eisai ($650 million) and Prothena ($80 million) and a ~~$70~~$230 million IPRD impairment charge resulting from ~~lower expected HCV demand requirements.~~the decision to discontinue further development of an investigational compound. The ~~nine months ended September 30, 2017 also~~second quarter 2020 included ~~a $128~~license and asset acquisition charges of $300 million ~~impairment charge~~relating to ~~reduce~~bluebird ($200 million) and Cormorant ($100 million).

Amortization of Acquired Intangible Assets

•Amortization of acquired intangible assets increased by $158 million in the ~~carrying~~second quarter 2021 and $389 million year-to-date, due to additional product approvals.

Other (Income)/Expense, Net

•Other (income)/expense, net changed by $734 million in the second quarter 2021 and $1.1 billion year-to-date, primarily due to fair value adjustments to contingent value rights and equity investments and other items discussed below.


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Interest expense	$	330	$	357	$	683	$	719
Contingent consideration	—		(165)		(510)		391
Royalties and licensing income	(405)		(311)		(772)		(721)
Equity investment gains	(148)		(818)		(749)		(480)
Integration expenses	152		166		293		340
Provision for restructuring	78		115		123		275
Litigation and other settlements	44		(1)		36		31
Transition and other service fees	(22)		(50)		(37)		(111)
Investment income	(12)		(25)		(21)		(86)
Reversion excise tax	—		—		—		76
Divestiture (gains)/losses	(11)		9		(11)		(7)
Intangible asset impairment	—		21		—		21


Loss on debt redemption	—		—		281		—
Other	(8)		(34)		(20)		(21)
Other (income)/expense, net	$	(2)	$	(736)	$	(704)	$	427

•Contingent consideration primarily includes fair value adjustments resulting from the change in the traded price of ~~assets held-for-sale~~contingent value rights issued with the Celgene acquisition. The contractual obligation to ~~their estimated fair value.~~pay the contingent value rights terminated in January 2021 because the FDA did not approve liso-cel (JCAR017) by December 31, 2020.

•Royalties and licensing income includes diabetes business royalties, Keytruda* royalties, Tecentriq* royalties, up-front licensing fees and milestones for products that have not obtained commercial approval. Refer to ~~"Item~~“Item 1. Financial Statements—Note 4. ~~Acquisitions,~~ Divestitures, Licensing and ~~Licensing Arrangements"~~Other Arrangements” for further information.

~~Research and development expense increased in both periods due to higher license and asset acquisition charges, accelerated depreciation and the expansion of~~ ~~Opdivo~~ ~~development programs. The nine months ended September 30, 2017 also included higher IPRD impairment charges.~~

~~The significant license and asset acquisition transactions~~•Equity investment gains includes fair value adjustments on equity investments that have readily determinable fair value and other ~~charges included in R&D expense were as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
IFM $ 310
$ —
$ 310
$ —
CytomX —
—
200
10
Flexus —
—
93
100
Cardioxyl —
—
100
—
Padlock —
—
—
139
Cormorant —
35
—
35
Other —
10
50
25
License and asset acquisition charges 310
45
753
309
IPRD impairments —
—
75
—
Accelerated depreciation and other 64
14
232
40

License and asset acquisition charges include upfront payments for the IFM, CytomX, Padlock and Cormorant arrangements and milestone payments for the CytomX, Flexus and Cardioxyl arrangements. These arrangements were related to certain investigational oncology, cardiovascular and immunoscience compounds.

~~IPRD impairment charges in the nine months ended September 30, 2017 related to the discontinued development~~observable price changes on equity investments without readily determinable fair values. The fair value of ~~an investigational compound which was part of our alliance~~equity investments with ~~F-Star Alpha.~~

Accelerated depreciation and other charges resulted from the expected exit of R&D sites in the U.S. through 2020 primarily due to the reduction in the estimated useful lives of the related assets for each site.

~~Refer to "Item 1. Financial Statements—Note 3. Alliances, Note 4. Acquisitions, Divestitures and Licensing Arrangements and Note 6. Restructuring" for further information.~~

Other income increased in the nine months ended September 30, 2017 due to higher royalties and licensing income and litigation and other settlement income partially offset by lower divestiture gains and transition and other service fees and higher restructuring charges. The significant changes included in other income were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Provision for restructuring $ 28
$ 19
$ 207
$ 41
Litigation and other settlements —
(1 ) (489 ) 48
Divestiture (gains)/losses 1
(21 ) (126 ) (574 )
Royalties and licensing income (209 ) (158 ) (1,093 ) (579 )
Transition and other service fees (12 ) (57 ) (32 ) (184 )

Restructuring charges relate to changes to the Company's operating model to drive continued success in the near- and long-term through a more focused investment in commercial opportunities for key brands and markets, a competitive and more agile R&D organization that can accelerate the pipeline, streamline operations and realign manufacturing capabilities that broaden biologics capabilities to reflect the current and future portfolio as well as streamline and simplify our small-molecule supply network. The new operating model is expected to enable the Company to deliver the strategic, financial and operational flexibility necessary to invest in the highest priorities across the Company. Aggregate restructuring charges of approximately $250 million are expected to be incurred in 2017 for all actions in addition to accelerated depreciation impacts resulting from early site exits.

~~Litigation and other settlements include BMS's share of a patent-infringement litigation settlement related to Merck's PD-1 antibody~~ Keytruda* or without readily determinable fair values in the first quarter ~~of 2017 as BMS~~2020 were significantly negatively impacted by changes in market conditions primarily caused by the COVID-19 pandemic and Ono signed a global patent license agreement with Merck. Merck made an initial payment of $625 million to BMS and Ono, of which BMS received $481 million. Merck is also obligated to pay ongoing royalties on global sales of Keytruda* ~~of 6.5% from January 1, 2017 through December 31, 2023, and 2.5% from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective~~

~~patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75/25 percent allocation, respectively after adjusting for each parties' legal fees.~~

~~Divestiture gains include additional contingent consideration for the diabetes business ($100 million) in the first quarter of 2017, an OTC product business~~subsequently recovered in the second quarter ~~of 2016 ($277 million) and the investigational HIV medicines business in the first quarter of 2016 ($272 million).~~

Royalties and licensing income include upfront licensing fees from Biogen ($300 million) and Roche ($170 million) in the second quarter of 2017 in connection with the out-licensing of certain investigational genetically defined disease compounds.

~~Transition and other service fees in 2016 included fees resulting from the divestiture of the diabetes business in 2014 and the investigational HIV medicines business in 2016.~~

2020. Refer to ~~"Item~~“Item 1. Financial Statements—~~Note 4. Acquisitions, Divestitures and Licensing Arrangements, Note 5. Other (Income)/Expense, Note 6. Restructuring and~~ Note 9. Financial Instruments and Fair Value ~~Measurements"~~Measurements” for ~~further~~more information. Our share of income from equity method investments of $37 million in the second quarter 2021 and $174 million year-to-date are primarily due to fair value adjustments attributed to limited partnerships.

•Integration expenses primarily includes consulting fees to implement Celgene integration initiatives related to processes and systems.

~~Income Taxes~~

~~The jurisdictional tax rates~~•Provision for restructuring includes exit and other ~~tax impacts attributed~~costs primarily related to ~~R&D charges, divestiture transactions and other specified items increased~~ the ~~effective tax rate by 3.7% and 3.1%~~Celgene acquisition plan. We are on track to achieve the annualized pre-tax cost savings of approximately $3.0 billion through 2022 as detailed in the nine months ended September 30, 2017 and 2016, respectively. In addition, the adoption of amended income tax accounting guidance reduced the effective tax rate by 2.1% in the nine months ended September 30, 2017 which was offset by earnings mix between high and low tax jurisdictions.restructuring activities. Refer to ~~"Item~~“Item 1. Financial Statements—Note 6. Restructuring” for further information.

•Investment income decreased primarily due to lower interest rates in the second quarter and year-to-date 2021.

•Reversion excise tax resulted from the transfer of the retiree medical plan assets back to the Company in the first quarter 2020.

•A loss on debt redemption resulted from the early redemption of $3.5 billion long-term debt obligations in the first quarter 2021.

Income Taxes


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2021			2020			2021			2020
Earnings Before Income Taxes	$	1,553		$	1,627		$	4,083		$	1,323
Provision for Income Taxes	492			1,707			993			2,169
Effective Tax Rate	31.7		%	104.9		%	24.3		%	163.9		%

Impact of Specified Items	14.8		%	91.1		%	7.5		%	149.0		%
Effective Tax Rate Excluding Specified Items	16.9		%	13.8		%	16.8		%	14.9		%

The tax impact attributed to specified items was primarily due to low jurisdictional tax rates attributed to the unwinding of inventory fair value adjustments and intangible asset amortization and contingent value rights fair value adjustments that are not taxable or deductible. The three and six months ended June 30, 2020 includes an $853 million deferred tax charge resulting from an internal transfer of certain intangible assets to the U.S. and an additional $255 million GILTI tax charge upon finalization of the Otezla* divestiture tax consequences with tax authorities. The effective tax rate excluding specified items increased by 3.1% in the second quarter 2021 and 1.9% year-to-date due to unfavorable earnings mix and the catch-up effect of a decrease to the estimated annual effective tax rate in the second quarter 2020. Refer to “Item 1. ~~Basis of Presentation and Recently Issued Accounting Standards and~~ Financial Statements—Note 7. Income ~~Taxes"~~Taxes” for ~~further~~additional information.

Comprehensive U.S. tax reform continues to be discussed and proposed, including among other items, changes to the corporate tax rate, a border adjustment tax and changes to how the U.S. taxes foreign earnings. It is currently uncertain whether any of these changes will be enacted, and if so, the effective dates. If comprehensive tax reform occurs, our financial condition, results of operations and cash flows could be significantly impacted, however, we are unable to determine the potential impact at this time.

Non-GAAP Financial Measures

Our non-GAAP financial measures, ~~including~~such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwind of inventory fair value adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) R&D charges or other income resulting from upfront or contingent milestone payments in connection with the acquisition or licensing of third-party intellectual property rights, (vii) divestiture ~~and debt redemption~~ gains or losses, ~~pension~~(viii) stock compensation resulting from accelerated vesting of Celgene awards and certain retention-related employee compensation charges ~~and~~related to the Celgene transaction, (ix) pension, legal and other contractual ~~settlements,~~settlement charges, (x) equity investment and contingent value rights fair value adjustments, including fair value adjustments attributed to limited partnership equity method investments and (xi) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. Certain other significant tax items are also excluded such as the impact resulting from internal transfer of intangible assets and the Otezla* divestiture in the second quarter 2020. We also provide international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit 99.2 to our Form 8-K filed on July 28, 2021 and are incorporated herein by reference.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management, analysts and ~~investors~~investors’ overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. For example, non-GAAP earnings and EPS information is an indication of our baseline performance before items that are considered by us to not be reflective of our ongoing results. In addition, this information is among the primary indicators that we use as a basis for evaluating 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 net earnings or diluted EPS prepared in accordance with ~~GAAP.~~GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Specified items were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2021		2020		2021		2020
Inventory purchase price accounting adjustments	$	88	$	714	$	167	$	2,134
Intangible asset impairment	—		—		315		—
Employee compensation charges	—		1		—		3
Site exit and other costs	1		13		24		29
Cost of products sold	89		728		506		2,166

Employee compensation charges	1		12		1		27
Site exit and other costs	—		(1)		(1)		5
Marketing, selling and administrative	1		11		—		32

License and asset acquisition charges	780		300		780		325
IPRD impairments	230		—		230		—
Inventory purchase price accounting adjustments	—		—		—		17
Employee compensation charges	—		15		1		33
Site exit and other costs	—		39		—		95
Research and development	1,010		354		1,011		470

Amortization of acquired intangible assets	2,547		2,389		5,060		4,671

Interest expense(a)	(28)		(41)		(62)		(82)
Contingent consideration	—		(165)		(510)		391
Royalties and licensing income	(15)		(18)		(29)		(101)
Equity investment gains	(154)		(818)		(762)		(479)
Integration expenses	152		166		293		340
Provision for restructuring	78		115		123		275


Reversion excise tax	—		—		—		76
Divestiture (gains)/losses	(11)		9		(11)		(7)



Loss on debt redemption	—		—		281		—

Other (income)/expense, net	22		(752)		(677)		413

Increase to pretax income	3,669		2,730		5,900		7,752

Income taxes on items above	(388)		(3)		(688)		(294)
Income taxes attributed to Otezla* divestiture	—		255		—		255
Income taxes attributed to internal transfer of intangible assets	—		853		—		853
Income taxes	(388)		1,105		(688)		814

Increase to net earnings	$	3,281	$	3,835	$	5,212	$	8,566

(a) Includes amortization of purchase price adjustments to Celgene debt.

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2017 2016 2017 2016
Impairment charges $ 1
$ —
$ 128
$ —
Accelerated depreciation and other shutdown costs —
7
3
15
Cost of products sold 1
7
131
15

License and asset acquisition charges 310
45
753
309
IPRD impairments —
—
75
—
Accelerated depreciation and other 64
14
232
40
Research and development 374
59
1,060
349

Provision for restructuring 28
19
207
41
Litigation and other settlements —
(3 ) (481 ) 40
Divestiture gains —
(13 ) (100 ) (559 )
Royalties and licensing income —
—
(497 ) —
Pension charges 22
19
91
66
Intangible asset impairments —
—
—
15
Loss on debt redemption —
—
109
—
Other (income)/expense 50
22
(671 ) (397 )

Increase/(decrease) to pretax income 425
88
520
(33 )
Income taxes on specified items (41 ) (3 ) 51
156
Increase to net earnings 384
85
571
123
Noncontrolling interest —
—
(59 ) —
Increase to net earnings used for Diluted Non-GAAP EPS calculation $ 384
$ 85
$ 512
$ 123

The reconciliations from GAAP to Non-GAAP were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions, except per share data	2021		2020		2021		2020
Net Earnings/(Loss) Attributable to BMS Used for Diluted EPS Calculation – GAAP	$	1,055	$	(85)	$	3,076	$	(860)
Specified Items	3,281		3,835		5,212		8,566
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAP	$	4,336	$	3,750	$	8,288	$	7,706

Weighted-Average Common Shares Outstanding – Diluted – GAAP	2,252		2,263		2,258		2,261
Incremental Shares Attributable to Share-Based Compensation Plans	—		34		—		37
Weighted-Average Common Shares Outstanding – Diluted – Non-GAAP	2,252		2,297		2,258		2,298

Diluted Earnings/(Loss) Per Share Attributable to BMS – GAAP	$	0.47	$	(0.04)	$	1.36	$	(0.38)
Diluted EPS Attributable to Specified Items	1.46		1.67		2.31		3.73
Diluted EPS Attributable to BMS – Non-GAAP	$	1.93	$	1.63	$	3.67	$	3.35

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions, except per share data 2017 2016 2017 2016
Net Earnings Attributable to BMS used for Diluted EPS Calculation – GAAP $ 845
$ 1,202
$ 3,335
$ 3,563
Specified Items 384
85
512
123
Net Earnings used for Diluted EPS Calculation – Non-GAAP $ 1,229
$ 1,287
$ 3,847
$ 3,686

Average Common Shares Outstanding – Diluted 1,645
1,679
1,655
1,679

Diluted Earnings Per Share – GAAP $ 0.51
$ 0.72
$ 2.02
$ 2.12
Diluted EPS Attributable to Specified Items 0.24
0.05
0.30
0.08
Diluted Earnings Per Share – Non-GAAP $ 0.75
$ 0.77
$ 2.32
$ 2.20

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net ~~cash~~debt position was as follows:


Dollars in Millions	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	11,024	$	14,546
Marketable debt securities – current	1,946		1,285
Marketable debt securities – non-current	143		433
Total cash, cash equivalents and marketable debt securities	13,113		16,264
Short-term debt obligations	(2,655)		(2,340)
Long-term debt	(42,503)		(48,336)
Net debt position	$	(32,045)	$	(34,412)

Dollars in Millions September 30,
2017 December 31,
2016
Cash and cash equivalents $ 4,644
$ 4,237
Marketable securities – current 2,478
2,113
Marketable securities – non-current 2,526
2,719
Cash, cash equivalents and marketable securities 9,648
9,069
Short-term debt obligations (1,461 ) (992 )
Long-term debt (6,982 ) (5,716 )
Net cash position $ 1,205
$ 2,361

~~Cash, cash equivalents~~We regularly assess our anticipated working capital needs, debt and ~~marketable~~leverage levels, debt maturities, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also regularly evaluate our capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed, which may lead to the issuance of additional debt securities, ~~held in~~ the ~~U.S. were approximately $200 million at September 30, 2017. Most~~repurchase of debt securities prior to maturity or the remaining $9.4 billion is held primarily in low-tax jurisdictions attributable to earnings expected to be indefinitely reinvested offshore. Cash repatriations are subject to restrictions in certain jurisdictions and may be subject to withholding and additional U.S. income taxes.issuance or repurchase of common stock. We believe that our existing cash, cash equivalents and marketable debt securities together with cash generated from operations and, if required, from the issuance of commercial paper ~~in the U.S.~~ will be sufficient to satisfy our ~~normal~~anticipated cash ~~requirements~~needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, ~~and~~restructuring initiatives, business development, debt maturities of ~~long-term debt.~~approximately $12.0 billion through 2024 as well as any debt repurchases through redemptions or tender offers.

~~Management continuously evaluates~~We have a share repurchase program authorized by our Board of Directors allowing for repurchases of our shares. The specific timing and number of shares repurchased will be determined by our management at its discretion and will vary based on market conditions, securities law limitations and other factors. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. The repurchases may be effected through a combination of one or more open market repurchases, privately negotiated transactions, transactions structured through investment banking institutions and other derivative transactions, relying on Rule 10b-18 and Rule 10b5-1 under the ~~Company’s capital structure~~Exchange Act. The outstanding share repurchase authority authorization under the program was $4.4 billion as of December 31, 2020. In January 2021, our Board of Directors approved an increase of $2.0 billion to ~~ensure~~ the ~~Company is financed efficiently, which may result in the~~share repurchase ofauthorization for our common stock, ~~and debt securities, termination~~increasing the total outstanding share repurchase authorization to approximately $6.4 billion. We repurchased approximately 47 million shares of ~~interest rate swap contracts prior to maturity and issuance of debt securities.~~

~~The Company repurchased $2.2 billion of~~our common stock ~~in 2017 through accelerated~~for $3.0 billion during the six months ended June 30, 2021 reducing the remaining share repurchase ~~agreements, Rule 10b5-1 plans and open market purchases. The stock repurchases were funded by $1.5~~capacity under the share repurchase program to approximately $3.4 billion as of ~~new long-term debt and cash. The Company repaid $750 million of long-term debt at maturity in the third quarter of 2017 and repurchased $337 million of long-term debt in the second quarter of 2017.~~June 30, 2021. Refer to “Item 1. Financial Statements—Note ~~9. Financial Instruments and Fair Value Measurements and Note~~ 15. ~~Equity"~~Equity” for ~~further~~additional information.

We issued commercial paper to fund near-term domestic liquidity requirements during 2017. The average amount of commercial paper outstanding was $211 million at a weighted-average rate of 1.12% during 2017. The maximum amount of commercial paper outstanding was $1.0 billion with $799 million outstanding at September 30, 2017.

Dividend payments were ~~$1.9~~$2.2 billion in ~~each of~~ the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016.~~2021. Dividends declared per common share were ~~$1.17 and $1.14~~$0.98 in the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively.~~2021. Dividend decisions are made on a quarterly basis by our Board of Directors.

Annual capital expenditures were ~~$1.2 billion~~approximately $750 million in ~~2016~~2020 and are expected to be approximately ~~$1.0~~$1.1 billion in ~~2017~~2021 and ~~$900 million~~$1.2 billion in ~~2018.~~2022. We continue to ~~expand~~make capital expenditures in connection with the expansion of our ~~biologics~~ manufacturing capabilities, research and development and other facility-related activities. ~~For example,~~

Under our commercial paper program, we ~~are constructing~~may issue a ~~new large-scale biologics manufacturing~~maximum of $5.0 billion unsecured notes that have maturities of not more than 366 days from the date of issuance. There were no commercial paper borrowings outstanding as of June 30, 2021.

In 2021, we purchased aggregate principal amount of $3.5 billion of certain of our debt securities for approximately $4.0 billion of cash in a series of tender offers and “make whole” redemptions and $1.5 billion of notes matured and were repaid.

As of June 30, 2021, we had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in ~~Ireland~~January 2022, a three-year $1.0 billion facility expiring in January 2022 and two five-year $1.5 billion facilities that ~~will produce multiple therapies~~were extended to September 2025 and July 2026, respectively. The revolving facilities provide for customary terms and conditions with no financial covenants, may be used to provide backup liquidity for our ~~growing biologics portfolio when completed~~commercial paper borrowings and are extendable annually by one year on the anniversary date with the consent of the lenders. No borrowings were outstanding under revolving credit facilities at June 30, 2021 or December 31, 2020.

In November 2020, we entered into a $4.0 billion delayed draw term loan credit agreement which was terminated in ~~2019.~~February 2021.

Our investment portfolio includes non-current marketable debt securities, which are subject to changes in fair value as a result of interest rate fluctuations and other market factors. Our investment policy establishes limits on the amount and ~~duration~~time to maturity of investments with any institution. The policy also requires that investments are only entered into with corporate and financial institutions that meet high credit quality standards. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for further information.

We currently have three separate revolving credit facilities totaling $5 billion from a syndicate of lenders. The facilities provide for customary terms and conditions with no financial covenants. Our 364 day $2.0 billion facility expires in March 2018 and our two $1.5 billion facilities were extended to October 2021 and July 2022. Our two $1.5 billion, five-year facilities are extendable annually by one year on the anniversary date with the consent of the lenders. No borrowings were outstanding under any revolving credit facility at September 30, 2017 or December 31, 2016.

Additional regulations in the U.S. could be passed in the future including additional healthcare reform initiatives, comprehensive tax reform, additional pricing laws and potential importation restrictions which may reduce our results of operations, operating cash flow, liquidity and financial flexibility. We continue to monitor the potential impact of the economic conditions in certain European and other countries and the related impact on prescription trends, pricing discounts and creditworthiness of our customers. We believe these economic conditions will not have a material impact on our liquidity, cash flow or financial flexibility.

Credit Ratings

~~BMS's~~Our current long-term and short-term credit ratings assigned by ~~Moody's~~Moody’s Investors Service are A2 and Prime-1, respectively, with a ~~negative~~stable long-term credit ~~outlook. BMS's~~outlook, and our current long-term and short-term credit ratings assigned by Standard & ~~Poor's~~Poor’s are A+ and ~~A-1+,~~A-1, respectively with a ~~stable~~negative long-term credit outlook. ~~BMS's long-term and short-term credit ratings assigned by Fitch are A- and F2, respectively, with a stable long-term credit outlook. Our~~The long-term ratings reflect the ~~agencies'~~agencies’ opinion that we have a low default risk but are somewhat susceptible to adverse effects of changes in circumstances and economic conditions. ~~Our~~The short-term ratings reflect the ~~agencies'~~agencies’ opinion that we have good to extremely strong capacity for timely repayment. Any credit rating downgrade may affect the interest rate of any debt we may incur, the fair market value of existing debt and our ability to access the capital markets generally.

Cash Flows

The following is a discussion of cash flow activities:


	Six Months Ended June 30,
Dollars in Millions	2021		2020
Cash flow provided by/(used in):
Operating activities	$	6,884	$	8,430
Investing activities	37		1,166
Financing activities	(10,477)		(2,047)

Nine Months Ended September 30,
Dollars in Millions 2017 2016
Cash flow provided by/(used in):
Operating activities $ 4,158
$ 1,615
Investing activities (1,085 ) 1,464
Financing activities (2,725 ) (2,048 )

Operating Activities

Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting net earnings for noncontrolling interest, non-cash operating items, gains and losses attributed to investing and financing activities and changes in operating assets and liabilities resulting from timing differences between the receipts and payments of cash and when the transactions are recognized in our results of operations. As a result, changes in cash from operating activities reflect the timing of cash collections from customers and alliance partners; payments to suppliers, alliance partners and employees; customer discounts and rebates; and tax payments in the ordinary course of business. For example, annual employee bonuses are typically paid in the first quarter of the subsequent year. ~~In addition, cash collections continue to be impacted by longer payment terms for certain biologic products in the U.S., primarily our newer oncology products including~~ ~~Opdivo~~, ~~Yervoy~~ ~~and~~ ~~Empliciti~~ ~~(120 days to 150 days).~~

The ~~longer payment terms are used to more closely align with the insurance reimbursement timing for physicians and cancer centers following administration to the patients.~~

~~The $2.5~~$1.5 billion change in cash flow from operating activities compared to ~~2016~~2020 was primarily ~~attributable~~due to ~~the following items~~higher tax payments of approximately $1.3 billion in ~~addition to increased sales and~~2021, the timing of Otezla* receivable collection reimbursements to Amgen of $500 million in 2020 and the reversion of retirement medical plan assets of approximately $300 million (net of excise taxes) in 2020, partially offset by cash collections and timing of payments in the ordinary course of ~~business:~~business.

~~Lower income tax payments of approximately $1.4 billion;~~

~~Higher out-license proceeds of approximately $500 million primarily related to the Biogen and Roche transactions; and~~

~~BMS's share of litigation settlement proceeds of $481 million related to Merck's PD-1 antibody~~ ~~Keytruda*.~~

~~Partially offset by:~~

~~Higher R&D licensing payments of approximately $300 million primarily due to the CytomX transaction.~~

Investing Activities

Cash requirements from investing activities include cash used for acquisitions, manufacturing and facility-related capital expenditures and purchases of marketable securities with original maturities greater than 90 days ~~reduced by~~at the time of purchase, proceeds from business divestitures (including royalties) ~~and~~, the sale and maturity of marketable ~~securities.~~securities, sale of equity investments and upfront and contingent milestones from licensing arrangements.

The ~~$2.5~~$1.1 billion change in cash flow from investing activities compared to ~~2016~~2020 was ~~primarily attributable to:~~

~~Lower net sales of marketable securities with maturities greater than 90 days of $1.6 billion due to higher available cash balances;~~

~~Lower business divestiture proceeds of approximately $700 million~~ primarily due to ~~certain OTC products and investigational HIV business divestitures~~changes in ~~2016; and~~

~~Higher asset acquisition payments~~the amount of marketable debt securities held of $2.0 billion, partially offset by higher proceeds from sales of equity investments of approximately ~~$400 million primarily due to the acquisition of IFM in 2017.~~$800 million.

Financing Activities

Cash requirements from financing activities include cash used to pay dividends, repurchase common stock and repay long-term debt and other borrowings reduced by proceeds from the exercise of stock options and issuance of long-term debt and other borrowings.

The ~~$677 million~~$8.4 billion change in cash flow from financing activities compared to ~~2016~~2020 was ~~primarily attributable to:~~

~~Higher repurchase of common stock of $2.0 billion~~ primarily due to ~~the accelerated~~higher debt repayments of $5.7 billion, including a series of tender offers and “make whole” redemptions, and higher share ~~repurchase agreements.~~repurchases of $2.9 billion in 2021.

~~Partially offset by:~~

~~Higher net borrowings of $1.4 billion primarily to fund the repurchase of common stock.~~

Product and Pipeline Developments

~~We manage our~~

Our R&D programs are managed on a portfolio basis ~~investing resources in each stage~~ from early discovery through late-stage ~~development. We continually evaluate our portfolio of R&D assets to ensure that there is an appropriate~~development and include a balance of ~~early-~~early-stage and late-stage programs to support future growth. ~~We consider our~~Our late stage R&D programs ~~that have entered into~~in Phase III development ~~to be significant, as these programs constitute our late-stage development pipeline. These programs~~ include both investigational compounds ~~in Phase III development~~ for initial indications and ~~marketed products in Phase III development for~~ additional indications or ~~formulations.~~formulations for marketed products. The following are the ~~recent~~ developments in our marketed products and our late-stage ~~pipeline:~~

pipeline since the start of the second quarter:



Product	Indication	Date	Developments


Opdivo	~~Gastric~~Bladder	April 2021	Announced that the FDA accepted the sBLA for Opdivo for the adjuvant treatment of patients with surgically resected, high-risk muscle-invasive urothelial carcinoma. The FDA granted the application Priority Review and assigned a PDUFA goal date of September ~~2017~~3, 2021. The application is based on results from the Phase III CheckMate-274 trial.
	Gastric and Esophageal Cancers	~~Approval~~June 2021	Received a positive CHMP opinion of Opdivo for the adjuvant treatment of adult patients with esophageal or gastroesophageal junction cancer who have residual pathologic disease following prior neoadjuvant chemoradiotherapy. The opinion is based on data from the Phase III CheckMate-577 trial.
		May 2021	Announced FDA approval of Opdivo for the adjuvant treatment of patients with completely resected esophageal or gastroesophageal junction cancer with residual pathologic disease who have received neoadjuvant chemoradiotherapy. The approval is based on results from the Phase III CheckMate-577 trial.
		April 2021	Announced FDA approval of Opdivo in combination with combination with fluoropyrimidine- and platinum-containing chemotherapy for the treatment of patients with advanced or metastatic gastric cancer, gastroesophageal junction cancer, and esophageal adenocarcinoma, regardless of PD-L1 expression status. The approval is based on the Phase III CheckMate-649 trial.
		April 2021	Announced positive topline results from the Phase III CheckMate-648 trial evaluating treatment with Opdivo plus chemotherapy or Opdivo plus Yervoy in patients with unresectable advanced or metastatic ESCC. Opdivo plus chemotherapy met primary and secondary endpoints of overall survival in patients with tumors expressing PD-L1 and in the all-randomized patient population, and also the primary endpoint of progression free survival in the PD-L1+ population. Opdivo plus Yervoy met primary and secondary endpoints of overall survival in both populations, whereas the other primary endpoint of progression free survival in the PD-L1+ population was not met.
	HCC	July 2021	Announced that in consultation with the FDA, we withdrew the U.S. indication for Opdivo in HCC who were previously treated with sorafenib. Opdivo was granted accelerated approval for this indication in 2017 based on tumor responses from the Phase I/II CheckMate-040 trial. CheckMate-459, the confirmatory randomized study of Opdivo versus sorafenib in the first-line setting, did not achieve statistical significance for its primary endpoint of overall survival per the pre-specified analysis.
	RCC	April 2021	Announced EC approval of Opdivo in combination with Cabometyx* for the first-line treatment of adults with advanced RCC. The approval is based on results from the Phase III CheckMate-9ER trial.


Opdivo + Yervoy	CRC	June 2021	Announced EC approval of Opdivo plus Yervoy for the treatment of adult patients with mismatch repair deficient (dMMR) or microsatellite instability-high mCRC after prior fluoropyrimidine-based combination chemotherapy. The approval is based on results from the Phase II CheckMate-142 trial.
	Melanoma	May 2021	Announced new six-and-a-half year data from the Phase III CheckMate-067 trial demonstrating durable improvement in survival with first-line Opdivo plus Yervoy therapy and Opdivo monotherapy, versus Yervoy alone, in patients with advanced melanoma.
	Malignant Pleural Mesothelioma	June 2021	Announced EC approval of Opdivo plus Yervoy for the first line treatment of adults with unresectable malignant pleural mesothelioma. The approval is based on results from the Phase III CheckMate-743 trial.
		May 2021	Ono, our alliance partner for Opdivo in Japan, announced that the companies received approval for combination therapy of Opdivo and Yervoy in Japan for the first-line treatment of unresectable advanced or recurrent ~~gastric cancer which has progressed after chemotherapy, received by our alliance partner, Ono.~~malignant pleural mesothelioma, for a partial change in approved items of the manufacturing and marketing approval. The approval is based on results from the Phase III CheckMate-743 trial.
	~~HCC~~NSCLC	~~September 2017~~May 2021	Announced that Part 1 of the Phase III CheckMate-227 trial continues to demonstrate the long-term survival benefits of first-line treatment with Opdivo plus Yervoy compared to chemotherapy in patients with advanced NSCLC, regardless of PD-L1 expression level or histology, with a minimum follow-up of over four years.
		May 2021	Announced that Opdivo plus Yervoy with two cycles of chemotherapy showed a durable survival benefit compared to four cycles of chemotherapy alone after two years of follow-up in previously untreated patients with advanced NSCLC in the Phase III CheckMate-9LA trial.
	SCCHN	July 2021	Announced an update on the Phase III CheckMate-651 trial comparing Opdivo plus Yervoy to the EXTREME regimen (cetuximab, cisplatin/carboplatin and fluorouracil) as a first-line treatment in platinum-eligible patients with recurrent or metastatic SCCHN. Although Opdivo plus Yervoy showed a clear, positive trend towards overall survival in patients whose tumors express PD-L1 with a combined positive score ≥ 20, the study did not meet its primary endpoints.


Reblozyl			Beta Thalassemia			June 2021			Announced with Acceleron, that Phase II BEYOND study evaluating Reblozyl plus best supportive care in adult patients with non-transfusion dependent beta thalassemia demonstrated that 77.7% of patients treated with Reblozyl achieved a hemoglobin increase (≥1.0 gram/deciliter) compared to 0% of patients in the placebo arm.


Onureg			AML			June 2021			Announced EC approval of Onureg as a maintenance therapy in adult patients with AML who achieved complete remission or complete remission with incomplete blood count recovery following induction therapy with or without consolidation treatment and who are not candidates for, including those who choose not to proceed to, hematopoietic stem cell transplantation. The approval is based on data from the Phase III QUAZAR AML-001 study.


Zeposia			UC			May 2021			Announced FDA approval of Zeposia for the treatment of ~~patients~~adults with ~~HCC, a type of liver cancer, who have been previously treated with sorafenib.~~moderately to severely active UC. The approval is based on data from the pivotal Phase III True North trial.


~~mCRC~~Breyanzi			~~August 2017~~Lymphoma			~~FDA approval~~June 2021			Announced positive topline results from the Phase III TRANSFORM trial evaluating Breyanzi as a second-line treatment in adults with relapsed or refractory large B-cell lymphoma compared to salvage therapy followed by high-dose chemotherapy and hematopoietic stem cell transplant. Results of a pre-specified interim analysis conducted by an independent review committee showed the study met its primary endpoint of demonstrating a clinically meaningful and highly statistically significant improvement in event-free survival, as well as key secondary endpoints of complete response rate and progression-free survival compared to standard of care.


Abecma			Multiple Myeloma	June 2021	Received a positive CHMP opinion of Abecma for the treatment of adult ~~and pediatric~~ patients with ~~MSI-H or dMMR mCRC that has progressed following treatment with~~RRMM who have received at least three prior therapies, including an immunomodulatory agent, a ~~fluoropyrimidine, oxaliplatin~~proteasome inhibitor and ~~irinotecan.~~
~~Melanoma~~	~~October 2017~~	~~Announced FDA accepted for priority review~~an anti-CD38 antibody and have demonstrated disease progression on the ~~Company's sBLA for~~ ~~Opdivo~~ ~~to treat patients with melanoma who are at high risk of disease recurrence following complete surgical resection.~~last therapy. The ~~FDA action date~~opinion is ~~February 14, 2018.~~
	~~September 2017~~	~~Announced treatment with~~ ~~Opdivo~~ ~~resulted in significant improvement in recurrence-free survival compared to~~ ~~Yervoy~~ ~~in patients with stage IIIb/c or stage IV melanoma following complete surgical resection.~~
	~~July 2017~~	~~Announced a Phase III trial evaluating~~ ~~Opdivo~~ ~~versus~~ ~~Yervoy~~ in patients with stage IIIb/c or stage IV melanoma who are at high risk of recurrence following complete surgical resection met its primary endpoint of recurrence-free survival at a planned interim analysis.
~~Multiple Myeloma~~	~~September 2017~~	~~Announced the FDA placed a partial clinical hold~~based on ~~CheckMate-602, CheckMate-039 and CA204142, three clinical trials investigating~~ ~~Opdivo~~ based combinations in patients with relapsed or refractory multiple myeloma. This partial clinical hold is related to risks identified in trials studying another anti-PD-1 agent, pembrolizumab, in patients with multiple myeloma.
~~NSCLC~~	~~September 2017~~	~~Announced three-year overall survival~~ data ~~from CheckMate-017 and CheckMate-057, two pivotal Phase III randomized studies evaluating~~ ~~Opdivo~~ ~~vs. docetaxel in patients with previously treated metastatic NSCLC.~~
~~Various~~	~~July 2017~~	~~BMS and Clovis Oncology, Inc. announced a clinical collaboration to evaluate the combination of~~ ~~Opdivo~~ ~~and~~ Rubraca* ~~(rucaparib) in pivotal Phase III trials in advanced ovarian cancer and triple-negative breast cancer as well as a Phase II trial in metastatic castration-resistant prostate cancer.~~
~~Various~~	~~July 2017~~	~~Announced FDA accepted the Company's sBLAs to update~~ ~~Opdivo~~ ~~dosing to include 480 mg infused over 30 minutes every four weeks for all currently approved monotherapy indications. The FDA action date is March 5, 2018.~~

~~Opdivo+Yervoy~~	~~RCC~~	~~September 2017~~	~~Announced CheckMate-214, a Phase III study evaluating~~ ~~Opdivo+Yervoy~~ versus sunitinib in patients with previously untreated advanced or metastatic RCC, met its co-primary endpoint, demonstrating superior overall survival in intermediate- and poor-risk patients. The combination also met a secondary endpoint of improved OS in all randomized patients. Based on a planned interim analysis, an independent Data Monitoring Committee has recommended that the trial be stopped early.
		~~August 2017~~	~~Announced topline results from CheckMate-214. The combination of~~ ~~Opdivo~~+~~Yervoy~~ ~~met the co-primary endpoint of objective response rate and was favored in the co-primary endpoint of progression-free survival, however, it did not reach statistical significance.~~
		~~July 2017~~	~~BMS and Exelixis, Inc. announced the initiation of the Phase III CheckMate 9ER trial to evaluate~~ ~~Opdivo~~ ~~in combination with~~ Cabometyx* ~~(cabozantinib) or~~ ~~Opdivo~~ ~~and~~ ~~Yervoy~~ ~~in combination with~~ Cabometyx* ~~versus sunitinib in patients with previously untreated, advanced or metastatic RCC.~~
	~~SCLC~~	~~October 2017~~	~~Announced data evaluating~~ ~~Opdivo~~ ~~and~~ ~~Opdivo+Yervoy~~ ~~in previously treated SCLC patients whose tumors were evaluable for tumor mutation burden~~ from the Phase I/II ~~CheckMate-032~~KarMMa trial.



~~Product~~mavacamten			~~Indication~~Obstructive HCM	~~Date~~May 2021	~~Developments~~
~~Eliquis~~	~~NVAF~~	~~August 2017~~	Announced ~~results from~~ a ~~real-world data~~new analysis of ~~the U.S. Humana database, in which treatment with~~ ~~Eliquis~~ ~~was associated with a significantly lower risk of stroke/systemic embolism and lower rates of major bleeding compared to warfarin in patients aged 65 years and older with NVAF.~~
			~~Announced data from EMANATE, a Phase IV trial, exploring the safety and efficacy of~~ ~~Eliquis~~ ~~in patients with NVAF undergoing cardioversion.~~
			~~Announced results from a real-world data analysis pooled from four large U.S. insurance claims databases, in which treatment with~~ ~~Eliquis~~ was associated with a lower risk of stroke/systemic embolism and lower rates of major bleeding compared to warfarin for the overall population and for each of the selected high-risk patient sub-populations.

~~Orencia~~	~~PsA~~	~~July 2017~~	EC approval for the treatment of active PsA in adults for whom the response to previous disease-modifying antirheumatic drug therapy, including methotrexate, has been inadequate, and additional systemic therapy for psoriatic skin lesions is not required.
~~Orencia~~	~~PsA~~	~~July 2017~~	~~FDA approval for active PsA in adults, a chronic, inflammatory disease that can affect both the skin and musculoskeletal system.~~

~~Sprycel~~	~~CML~~	~~July 2017~~	~~Announced the FDA accepted for priority review a supplemental NDA to treat children with Philadelphia chromosome-positive chronic phase CML, as well as a powder for oral suspension formulation of~~ ~~Sprycel. The FDA action date is November 9, 2017.~~

~~Yervoy~~	~~Melanoma~~	~~October 2017~~	~~Announced the FDA added five-year overall survival~~ data from the Phase III ~~CA184-029 trial to the prescribing information for~~ ~~Yervoy~~ ~~for the adjuvant treatment of fully resected cutaneous melanoma with pathologic involvement of regional lymph nodes of more than 1 mm.~~
~~Yervoy~~	~~Melanoma~~	~~July 2017~~	~~FDA approval of~~EXPLORER-HCM study evaluating mavacamten, an ~~expanded indication for the treatment of unresectable or metastatic melanoma in pediatric patients.~~

Prostvac*	~~Prostate Cancer~~	~~September 2017~~	~~Bavarian Nordic A/S announced an independent Data Monitoring Committee determined that the continuation of the Phase III PROSPECT study of~~ Prostvac*investigational, first-in-class cardiac myosin inhibitor, in patients with ~~metastatic castration-resistant prostate cancer is futile.~~ oHCM. At 30 weeks, the change in Kansas City Cardiomyopathy Questionnaire Overall Summary Score (KCCQ OSS) was greater in mavacamten patients than placebo, with similar benefits across all KCCQ subscales

~~CRITICAL ACCOUNTING POLICIES~~

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2016~~ ~~Annual Report on~~2020 Form 10-K. There have been no material changes to our critical accounting policies during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~.2021. For information regarding the impact of recently adopted accounting standards, refer to “Item 1. Financial Statements—Note.1 Basis of Presentation and Recently Issued Accounting Standards.”

~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Special Note Regarding Forward-Looking Statements

This ~~quarterly report~~Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, ~~of 1933~~ and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934.~~Act. You can identify these forward-looking statements by the fact they use words such as ~~“should”, “expect”, “anticipate”, “estimate”, “target”, “may”, “project”, “guidance”, “intend”, “plan”, “believe”~~“should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on historical performance and current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause ~~actual outcomes~~our future financial results, goals, plans and objectives to differ materially from ~~current expectations.~~those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and ~~projections~~objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy generally and in relation to our ability to realize the projected benefits of our acquisitions of Celgene and MyoKardia, the full extent of the impact of the COVID-19 pandemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug costs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain patent exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years.results. No forward-looking statement can be guaranteed. We ~~have included important factors in the cautionary statements~~ included in this ~~report and~~Quarterly Report on Form 10-Q, in the ~~2016~~ ~~Annual Report on~~2020 Form 10-K, particularly under the caption “Item 1A. Risk Factors,” and in our other filings with the SEC additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. WeAdditional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to ~~release~~ publicly update or revise any ~~revisions to~~ forward-looking ~~statements~~statement, whether as a result of new information, future events, changed circumstances or ~~otherwise.~~otherwise after the date of this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures ~~About~~about Market Risk” in our ~~2016~~ ~~Annual Report on~~2020 Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of ~~the Chief Executive Officer~~its chief executive officer and ~~Chief Financial Officer, evaluated~~chief financial officer, of the effectiveness of ~~our~~the design and operation of its disclosure controls and ~~procedures. Based on their evaluation,~~procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form ~~10-Q, the Chief Executive Officer~~10-Q. Based on this evaluation, our principal executive officer and ~~Chief Financial Officer have~~principal financial officer concluded that as of June 30, 2021, such disclosure controls and procedures ~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)~~ are effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in “Item 1. Financial Statements—Note 17.17. Legal Proceedings and Contingencies,” to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company’s ~~2016~~ ~~Annual Report on~~2020 Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the surrenders of our equity securities during the three months ended ~~September~~June 30, ~~2017:~~2021:


Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in Millions, Except Per Share Data




April 1 to 30, 2021	6,542,163	$	64.17	6,443,618	$	4,227
May 1 to 31, 2021	6,553,060	65.28		6,001,116	3,835
June 1 to 30, 2021	6,578,972	66.02		6,501,411	3,406
Three months ended June 30, 2021	19,674,195			18,946,145

(a)Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax-withholding obligations in connection with the vesting of awards under our long-term incentive program.

(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock and in June 2012 increased its authorization for the repurchase of our common stock by an additional $3.0 billion. The Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of our common stock in October 2016 and further increased its authorization for the repurchase of our common stock by approximately $7.0 billion in November 2019 and $5.0 billion in February 2020. In January 2021, the Board of Directors approved an increase of $2.0 billion to the share repurchase authorization for our common stock. The remaining share repurchase capacity under the program was approximately $3.4 billion as of June 30, 2021. Refer to “Item 1. Financial Statements-Note 15. Equity” for information on the share repurchase program.

Period
Total Number of
Shares Purchased^(a)

Average
Price Paid
per Share^(a)

Total Number of
Shares Purchased as
Part of Publicly
Announced
Programs^(b)

Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Programs^(b)
Dollars in Millions, Except Per Share Data
July 1 to 31, 2017 63,794
$ 56.63
52,851
$ 2,134
August 1 to 31, 2017 2,994,306
$ 57.68
2,985,959
$ 1,962
September 1 to 30, 2017 812,937
$ 62.53
803,249
$ 1,912
Three months ended September 30, 2017 3,871,037
3,842,059


~~(a)~~	Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.

~~(b)~~

In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of common stock and in June 2012 increased its authorization for the repurchase of common stock by an additional $3.0 billion. In October 2016, the Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of common stock. The stock repurchase program does not have an expiration date. Refer to “Item 1. Financial Statements—Note 15. Equity" for information on the accelerated share repurchase agreements.

Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).



Exhibit No.						Description
~~12.~~ 3a.						~~Computation~~Certificate of ~~Earnings~~Amendment to ~~Fixed Charges.~~the Amended and Restated Certificate of Incorporation, effective as of May 4, 2021 (incorporated herein by reference to Exhibit 3a to the Form 8-K dated and filed on May 4, 2021).
~~31a.~~ 3b.						Amended and Restated Bylaws, effective as of May 4, 2021 (incorporated herein by reference to Exhibit 3b to the Form 8-K dated and filed on May 4, 2021).
10a.						Form of Restricted Stock Units Agreement with 3-year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Form 8-K dated and filed on May 4, 2021).
10b.						Form of Restricted Stock Units Agreement with 4-year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Form 8-K dated and filed on May 4, 2021).
10c.						Form of Restricted Stock Units Agreement with 5-year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Form 8-K dated and filed on May 4, 2021).
10d.						Form of Restricted Stock Units Agreement with 2-year cliff vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Form 8-K dated and filed on May 4, 2021).
10e.						Form of Restricted Stock Units Agreement with 1-year vesting under the 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Form 8-K dated and filed on May 4, 2021).
10f.						Extension Notice, dated June 1, 2021, for the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 29, 2011.
10g.						Amendment and Waiver, dated as of June 22, 2021, to the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 29, 2011 among Bristol-Myers Squibb Company, the several financial institutions from time to time party to the agreement, and JPMorgan Chase Bank, N.A. and Citibank N.A. as administrative agents.
10h.						Extension Notice, dated June 1, 2021, for the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of July 30, 2012.
10i.						Amendment, dated as of June 22, 2021, to the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of July 30, 2012 among Bristol-Myers Squibb Company, the several financial institutions from time to time party to the agreement, and JPMorgan Chase Bank, N.A. and Citibank N.A. as administrative agents.
31a.						Section 302 Certification Letter.
31b.						Section 302 Certification Letter.
32a.						Section 906 Certification Letter.
32b.						Section 906 Certification Letter.
~~101.~~101.INS						~~The following financial statements from~~XBRL Instance Document - the ~~Bristol-Myers Squibb Company Quarterly Report on Form 10-Q for~~instance document does not appear in the ~~quarter ended September 30, 2017, formatted~~Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in ~~Extensible Business Reporting Language (XBRL):~~ (i) consolidated statements of earnings, (ii) consolidated statements of comprehensive income, (iii) consolidated balance sheets, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements. Exhibit 101).

* Indicates, in this Quarterly Report on Form 10-Q, 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 ~~Bristol-Myers Squibb and~~ Gilead Sciences, ~~LLC;~~ LLC.; Avapro/Avalide (known in the EU as Aprovel/Karvea) and Plavix are trademarks of Sanofi; Byettais a trademark of Amylin Pharmaceuticals, LLC; Cabometyx is a trademark of Exelixis, Inc.; ~~ENHANZE is a trademark of Halozyme, Inc.;~~ Erbitux is a trademark of ImClone LLC; Onglyza is a trademark of AstraZeneca AB; Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck Sharp & Dohme ~~Corp.;~~ ~~Plavix~~Corp; Otezla is a trademark of ~~Sanofi;~~ ~~Prostvac~~ Amgen Inc.; Plavixis a trademark of ~~BN ImmunoTherapeutics Inc.;~~ ~~Rubraca~~ Sanofi-aventis U.S. Tecentriqis a trademark of ~~Clovis Oncology,~~Genentech, Inc.; and ~~Tybost~~Yescarta is a trademark of ~~Gilead Sciences Ireland UC.~~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.

SUMMARY OF ABBREVIATED TERMS

Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as ~~Bristol-Myers~~Bristol Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form ~~10-Q.~~10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:



~~2016~~2020 Form 10-K		Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2020		Lilly	Eli Lilly and Company
~~AstraZeneca~~Agenus		~~AstraZeneca PLC~~Agenus Inc.		LOE	loss of exclusivity
~~Biogen~~Amgen		~~Biogen~~Amgen Inc.		MDL	multi-district litigation
~~Cardioxyl~~AML		~~Cardioxyl~~acute myeloid leukemia		MDS	myelodysplastic syndromes
Amylin		Amylin Pharmaceuticals, Inc.		MPM	malignant pleural mesothelioma
~~CML~~aNDA		~~chronic myeloid leukemia~~abbreviated new drug applications		MyoKardia	MyoKardia, Inc.
~~CytomX~~AstraZeneca		~~CytomX Therapeutics, Inc.~~
~~dMMR~~AstraZeneca PLC	~~DNA mismatch repair deficient~~
~~EPO~~NKT	~~European Patent Office~~
~~EPS~~	~~earnings per share~~
EU	~~European Union~~
~~FASB~~	~~Financial Accounting Standards Board~~
~~FDA~~	~~U.S. Food and Drug Administration~~
~~Flexus~~	~~Flexus Biosciences, Inc.~~
~~F-Star Alpha~~	~~F-Star Alpha Ltd.~~
~~GAAP~~	~~U.S. generally accepted accounting principles~~
~~Gilead~~	~~Gilead Sciences, Inc.~~
~~GTN~~	~~Gross-to-Net~~
~~Halozyme~~	~~Halozyme Therapeutics, Inc.~~
~~HCC~~	~~Hepatocellular carcinoma~~
~~HIV~~	~~human immunodeficiency virus~~
~~HNC~~	~~head and neck cancer~~
~~IFM~~	~~IFM Therapeutics, Inc.~~
~~iPierian~~	~~iPierian, Inc.~~
IO	~~immuno-oncology~~
~~IPRD~~	~~In-process research and development~~
~~JIA~~	~~Juvenile Idiopathic Arthritis~~
~~mCRC~~	~~metastatic colorectal cancer~~
~~Merck~~	~~Merck & Co., Inc.~~
~~MSI-H~~	~~microsatellite instability-high~~
~~NDA~~	~~New Drug Application~~
~~NKT~~	natural killer T cells
~~NSCLC~~BCMA		B-cell maturation antigen		NSCLC	non-small cell lung cancer
~~NVAF~~BLA		biologics license application		NVAF	non-valvular atrial fibrillation
~~Ono~~bluebird		bluebird bio, Inc.		oHCM	obstructive hypertrophic cardiomyopathy
CAR T		chimeric antigen receptor T-cell		Ono	Ono Pharmaceutical Co., Ltd.
~~OTC~~Celgene		~~Over-the-counter~~Celgene Corporation		OTC	over-the-counter
~~Padlock~~CERCLA		~~Padlock Therapeutics, Inc.~~U.S. Comprehensive Environmental Response, Compensation and Liability Act		Otsuka	Otsuka Pharmaceutical Co., Ltd.
~~PD-1~~CML		chronic myeloid leukemia		PD-1	programmed cell death ~~receptor-1~~protein 1
~~PsA~~Cormorant		~~active psoriatic arthritis~~Cormorant Pharmaceuticals		PD-L1	programmed death-ligand 1
CRC		Colorectal carcinoma		PDUFA	The Prescription Drug User Fee Act
CVR		contingent value rights		Pfizer	Pfizer, Inc.
EC		European Commission		Prothena	Prothena Corporation plc
Eisai		Eisai Co., Ltd.		PsA	psoriatic arthritis
EMA		European Medicines Agency		Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarterly period ended June 30, ~~2017~~2021
RAEPS		~~rheumatoid arthritis~~earnings per share		R&D	research and development
~~RCC~~ESCC		esophageal squamous cell carcinoma		RA	rheumatoid arthritis
EU		European Union		RBC	red blood cell
FASB		Financial Accounting Standards Board		RCC	renal cell carcinoma
~~R&D~~FDA		~~Research~~U.S. Food and ~~Development~~Drug Administration		REMS	risk evaluation and mitigation strategy
~~sBLA~~GAAP		U.S. generally accepted accounting principles		RRMM	relapsed and refractory multiple myeloma
GILTI		Global intangible low-taxed income		Sanofi	Sanofi S.A.
GTN		gross-to-net		sBLA	supplemental Biologics License Application
~~SCCHN~~HCC		~~squamous cell~~hepatocellular carcinoma ~~of the head and neck~~
~~SCLC~~	SCLC		small cell lung cancer
~~SEC~~HIV		human immunodeficiency viruses		SEC	Securities and Exchange Commission
~~SK Biotek~~IO		~~SK Biotek Co., Ltd.~~immuno-oncology		TNBC	triple-negative breast cancer
UKIPRD		~~United Kingdom~~in-process research and development		UC	ulcerative colitis
~~U.S.~~IRS		Internal Revenue Service		U.S.	United States
JIA		juvenile idiopathic arthritis		UK	United Kingdom
Juno		Juno Therapeutics, Inc.		VAT	value added tax
LIBOR		London Interbank Offered Rate		VTE	venous thromboembolic

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 thereunto duly authorized.

BRISTOL-MYERS SQUIBB COMPANY

(REGISTRANT)

Date:

~~October 26, 2017~~July 28, 2021

By:

~~By:~~

/s/ Giovanni Caforio, M.D.

Giovanni Caforio, M.D.

Chairman of the Board and Chief Executive Officer

Date:

~~October 26, 2017~~July 28, 2021

By:

~~By:~~

/s/ ~~Charles Bancroft~~David V. Elkins

~~Charles Bancroft~~David V. Elkins

Chief Financial Officer



	Three Months Ended September 30,						Nine Months Ended September 30,
COMPREHENSIVE INCOME	2017			2016			2017			2016
Net Earnings	$	856		$	1,215		$	3,304		$	3,609
Other Comprehensive Income/(Loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	(1		)	4			(61		)	(126		)
Pension and postretirement benefits	18			72			74			(213		)
Available-for-sale securities	22			(8		)	41			46
Foreign currency translation	7			1			28			26
Other Comprehensive Income/(Loss)	46			69			82			(267		)

Comprehensive Income	902			1,284			3,386			3,342
Comprehensive Income/(Loss) Attributable to Noncontrolling Interest	11			13			(31		)	46
Comprehensive Income Attributable to BMS	$	891		$	1,271		$	3,417		$	3,296



	September 30, 2017					December 31, 2016
Dollars in Millions	Level 1		Level 2			Level 1		Level 2
Cash and cash equivalents - Money market and other securities	$	—	$	3,915		$	—	$	3,532
Marketable securities:
Certificates of deposit	—		176			—		27
Commercial paper	—		977			—		750
Corporate debt securities	—		3,725			—		3,947
Equity funds	—		119			—		101
Fixed income funds	—		7			—		7
Derivative assets	—		31			—		75
Equity investments	90		—			24		—
Derivative liabilities	—		(63		)	—		(30		)



	September 30, 2017									December 31, 2016
	Asset^(a)				Liability^(b)					Asset^(a)				Liability^(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value			Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	—	$	—	$	755	$	(3	)	$	750	$	1	$	755	$	(3	)
Forward starting interest rate swap contracts	—		—		—		—			500		8		250		(11		)
Foreign currency forward contracts	1,351		25		548		(28		)	967		66		198		(9		)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	322		6		1,183		(32		)	106		—		360		(7		)



Dollars in Millions	2017
Principal Value:
1.600% Notes due 2019	$	750
3.250% Notes due 2027	750
Total	$	1,500

Proceeds net of discount and deferred loan issuance costs	$	1,488



Dollars in Millions	2017
Principal amount	$	337
Carrying value	366
Debt redemption price	474
Loss on debt redemption^(a)	109



	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value		Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Shares		Cost			Noncontrolling Interest
Balance at January 1, 2016	2,208	$	221	$	1,459	$	(2,468	)	$	31,613		539		$	(16,559	)	$	158
Net earnings	—	—		—		—			3,563			—		—			46
Other comprehensive loss	—	—		—		(267		)	—			—		—			—
Cash dividends declared	—	—		—		—			(1,904		)	—		—			—
Stock repurchase program	—	—		—		—			—			4		(231		)	—
Stock compensation	—	—		191		—			—			(6	)	(5		)	—
Distributions	—	—		—		—			—			—		—			(36		)
Balance at September 30, 2016	2,208	$	221	$	1,650	$	(2,735	)	$	33,272		537		$	(16,795	)	$	168

Balance at December 31, 2016	2,208	$	221	$	1,725	$	(2,503	)	$	33,513		536		$	(16,779	)	$	170
Accounting change - cumulative effect^(a)	—	—		—		—			(787		)	—		—			—
Adjusted balance at January 1, 2017	2,208	$	221	$	1,725	$	(2,503	)	$	32,726		536		$	(16,779	)	$	170
Net earnings	—	—		—		—			3,335			—		—			28
Other comprehensive income	—	—		—		82			—			—		—			—
Cash dividends declared	—	—		—		—			(1,920		)	—		—			—
Stock repurchase program	—	—		—		—			—			40		(2,226		)	—
Stock compensation	—	—		120		—			—			(5	)	2			—
Variable interest entity	—	—		—		—			—			—		—			(59		)
Distributions	—	—		—		—			—			—		—			(8		)
Balance at September 30, 2017	2,208	$	221	$	1,845	$	(2,421	)	$	34,141		571		$	(19,003	)	$	131



Period	Total Number of Shares Purchased^(a)	Average Price Paid per Share^(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs^(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs^(b)
Dollars in Millions, Except Per Share Data
July 1 to 31, 2017	63,794	$	56.63	52,851	$	2,134
August 1 to 31, 2017	2,994,306	$	57.68	2,985,959	$	1,962
September 1 to 30, 2017	812,937	$	62.53	803,249	$	1,912
Three months ended September 30, 2017	3,871,037			3,842,059