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

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

(State or other jurisdiction of

incorporation or organization)

(~~I.R.S.~~I.R.S Employer

~~345 Park Avenue,~~Route 206 & Province Line Road, Princeton, New ~~York, N.Y. 10154~~Jersey 08543

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

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

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 30, 2017,~~July 20, 2023, there were ~~1,636,699,696~~2,089,102,921 shares outstanding of the Registrant’s $0.10 par value common stock.

* 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.

BRISTOL-MYERS SQUIBB COMPANY


	Three Months Ended June 30,				Six Months Ended June 30,
EARNINGS	2023		2022		2023		2022
Net product sales	$	10,917	$	11,485	$	21,965	$	22,793
Alliance and other revenues	309		402		598		742
Total Revenues	11,226		11,887		22,563		23,535

Cost of products sold(a)	2,876		2,720		5,442		5,191
Marketing, selling and administrative	1,934		1,787		3,696		3,618
Research and development	2,258		2,321		4,579		4,581
Acquired IPRD	158		400		233		733
Amortization of acquired intangible assets	2,257		2,417		4,513		4,834
Other (income)/expense, net	(116)		284		(529)		933
Total Expenses	9,367		9,929		17,934		19,890

Earnings before income taxes	1,859		1,958		4,629		3,645
Income tax (benefit)/provision	(218)		529		285		933
Net earnings	2,077		1,429		4,344		2,712
Noncontrolling interest	4		8		9		13
Net earnings attributable to BMS	$	2,073	$	1,421	$	4,335	$	2,699

Earnings per common share:
Basic	$	0.99	$	0.67	$	2.07	$	1.26
Diluted	0.99		0.66		2.06		1.25

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
(a) Excludes amortization of acquired intangible assets.

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	2023		2022		2023		2022
Net earnings	$	2,077	$	1,429	$	4,344	$	2,712
Other comprehensive income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	3		301		(121)		332
Pension and postretirement benefits	(11)		25		(11)		46
Marketable debt securities	—		(1)		—		(2)
Foreign currency translation	(11)		(88)		26		(100)
Total Other comprehensive (loss)/income	(19)		237		(106)		276

Comprehensive income	2,058		1,666		4,238		2,988
Comprehensive income attributable to noncontrolling interest	4		8		9		13
Comprehensive income attributable to BMS	$	2,054	$	1,658	$	4,229	$	2,975

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~~millions

(UNAUDITED)


ASSETS	September 30, 2017			December 31, 2016			ASSETS	June 30, 2023		December 31, 2022
Current Assets:
Current assets:							Current assets:
Cash and cash equivalents	$	4,644		$	4,237		Cash and cash equivalents	$	8,372	$	9,123
Marketable securities	2,478			2,113
Marketable debt securities							Marketable debt securities	358		130
Receivables	5,922			5,543			Receivables	10,112		9,886
Inventories	1,250			1,241			Inventories	2,364		2,339
Prepaid expenses and other	754			570
Total Current Assets	15,048			13,704
Other current assets							Other current assets	6,868		5,795
Total Current assets							Total Current assets	28,074		27,273
Property, plant and equipment	5,014			4,980			Property, plant and equipment	6,355		6,255
Goodwill	6,865			6,875			Goodwill	21,163		21,149
Other intangible assets	1,213			1,385			Other intangible assets	31,303		35,859
Deferred income taxes	2,346			2,996			Deferred income taxes	1,572		1,344
Marketable securities	2,526			2,719
Other assets	965			1,048
Other non-current assets							Other non-current assets	5,022		4,940
Total Assets	$	33,977		$	33,707		Total Assets	$	93,489	$	96,820

LIABILITIES							LIABILITIES
Current Liabilities:
Current liabilities:							Current liabilities:
Short-term debt obligations	$	1,461		$	992		Short-term debt obligations	$	3,020	$	4,264
Accounts payable	1,699			1,664			Accounts payable	3,069		3,040
Accrued liabilities	5,418			5,271
Deferred income	647			762
Income taxes payable	213			152
Total Current Liabilities	9,438			8,841
Deferred income	492			547
Income taxes payable	996			973
Pension and other liabilities	1,155			1,283
Other current liabilities							Other current liabilities	14,061		14,586
Total Current liabilities							Total Current liabilities	20,150		21,890
Deferred income taxes							Deferred income taxes	751		2,166
Long-term debt	6,982			5,716			Long-term debt	34,656		35,056
Other non-current liabilities							Other non-current liabilities	5,902		6,590
Total Liabilities	19,063			17,360			Total Liabilities	61,459		65,702

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

EQUITY							EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
BMS Shareholders’ equity:							BMS Shareholders’ equity:
Preferred stock	—			—			Preferred stock	—		—
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	45,299		45,165
Accumulated other comprehensive loss	(2,421		)	(2,503		)	Accumulated other comprehensive loss	(1,387)		(1,281)
Retained earnings	34,141			33,513			Retained earnings	27,449		25,503
Less cost of treasury stock	(19,003		)	(16,779		)	Less cost of treasury stock	(39,680)		(38,618)
Total Bristol-Myers Squibb Company Shareholders’ Equity	14,783			16,177
Total BMS Shareholders’ equity							Total BMS Shareholders’ equity	31,973		31,061
Noncontrolling interest	131			170			Noncontrolling interest	57		57
Total Equity	14,914			16,347			Total Equity	32,030		31,118
Total Liabilities and Equity	$	33,977		$	33,707		Total Liabilities and Equity	$	93,489	$	96,820

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

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in ~~Millions~~millions

(UNAUDITED)


	Nine Months Ended September 30,							Six Months Ended June 30,
	2017			2016				2023		2022
Cash Flows From Operating Activities:							Cash Flows From Operating Activities:
Net earnings	$	3,304		$	3,609		Net earnings	$	4,344	$	2,712
Adjustments to reconcile net earnings to net cash provided by operating activities:							Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization, net	592			260			Depreciation and amortization, net	4,861		5,167
Deferred income taxes	283			(500		)	Deferred income taxes	(1,634)		(1,469)
Stock-based compensation	149			149			Stock-based compensation	259		223
Impairment charges	223			75			Impairment charges	67		83
Pension settlements and amortization	148			122
Divestiture gains and royalties	(546		)	(1,082		)	Divestiture gains and royalties	(417)		(612)
Asset acquisition charges	510			274
Acquired IPRD							Acquired IPRD	233		733
Equity investment losses							Equity investment losses	213		952
Other adjustments	108			(56		)	Other adjustments	(9)		219
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables	(539		)	(896		)	Receivables	(240)		117
Inventories	7			(107		)	Inventories	(298)		(12)
Accounts payable	63			(142		)	Accounts payable	22		4
Deferred income	(91		)	445
Rebates and discounts							Rebates and discounts	(418)		(410)
Income taxes payable	400			(183		)	Income taxes payable	(1,235)		(370)
Other	(453		)	(353		)	Other	(891)		(1,264)
Net Cash Provided by Operating Activities	4,158			1,615
Net cash provided by operating activities							Net cash provided by operating activities	4,857		6,073
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	327		3,788
Purchase of marketable debt securities							Purchase of marketable debt securities	(555)		(3,292)
Proceeds from sales of equity investment securities							Proceeds from sales of equity investment securities	67		150
Capital expenditures	(801		)	(844		)	Capital expenditures	(537)		(525)
Divestiture and other proceeds	526			1,193			Divestiture and other proceeds	421		594
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	(262)		(909)
Net cash used in investing activities							Net cash used in investing activities	(539)		(194)
Cash Flows From Financing Activities:							Cash Flows From Financing Activities:
Short-term debt obligations, net	1,198			102			Short-term debt obligations, net	243		130
Issuance of long-term debt	1,488			—			Issuance of long-term debt	—		5,926
Repayment of long-term debt	(1,224		)	—			Repayment of long-term debt	(1,879)		(8,646)
Repurchase of common stock	(2,220		)	(231		)	Repurchase of common stock	(1,155)		(5,000)
Dividends	(1,938		)	(1,912		)	Dividends	(2,393)		(2,335)
Other	(29		)	(7		)
Net Cash Used in Financing Activities	(2,725		)	(2,048		)
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
Stock option proceeds and other, net							Stock option proceeds and other, net	(39)		752
Net cash used in financing activities							Net cash used in financing activities	(5,223)		(9,173)
Effect of exchange rates on cash, cash equivalents and restricted cash							Effect of exchange rates on cash, cash equivalents and restricted cash	5		(62)
Decrease in cash, cash equivalents and restricted cash							Decrease in cash, cash equivalents and restricted cash	(900)		(3,356)
Cash, cash equivalents and restricted cash at beginning of period							Cash, cash equivalents and restricted cash at beginning of period	9,325		14,316
Cash, cash equivalents and restricted cash at end of period							Cash, cash equivalents and restricted cash at end of period	$	8,425	$	10,960

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

Basis of Consolidation

Bristol-Myers Squibb Company ("BMS", "we", "our", "us" or "the Company") 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~~of the Company as of June 30, ~~2017~~2023 and December 31, ~~2016,~~2022, the results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016.~~2022. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related ~~notes~~footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, ~~2016~~2022 included in the ~~2016~~2022 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 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 accounting for acquisitions; impairments of intangible assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.

Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation.

Recently Adopted Accounting Standards

Fair Value Measurements

In June 2022, the FASB issued amended guidance on measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; the nature and remaining duration of the restriction(s); and the ~~composition~~circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. Early adoption is permitted. The guidance was adopted on January 1, 2023 and the adoption did not have an impact on our consolidated financial statements.

Business Combinations

In October 2021, the FASB issued amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. The guidance is intended to address inconsistency related to recognition of ~~total~~an acquired contract liability and payment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance generally by assessing how the acquiree applied recognition and measurement in their financial statements. The guidance was adopted on January 1, 2023 and the adoption did not have an impact on our consolidated financial statements.

The following table summarizes the disaggregation of revenue by nature:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
Net product sales	$	10,917	$	11,485	$	21,965	$	22,793
Alliance revenues	179		199		323		387
Other revenues	130		203		275		355
Total Revenues	$	11,226	$	11,887	$	22,563	$	23,535

The following table summarizes GTN adjustments:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
Gross product sales	$	18,111	$	17,299	$	35,399	$	33,949
GTN adjustments (a)
Charge-backs and cash discounts	(2,279)		(1,750)		(4,370)		(3,513)
Medicaid and Medicare rebates	(3,143)		(2,624)		(5,625)		(4,708)
Other rebates, returns, discounts and adjustments	(1,772)		(1,440)		(3,439)		(2,935)
Total GTN adjustments	(7,194)		(5,814)		(13,434)		(11,156)
Net product sales	$	10,917	$	11,485	$	21,965	$	22,793

(a) Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $11 million and $98 million for the three and six months ended June 30, 2023 and $123 million and $197 million for the three and six months ended June 30, 2022, 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	2023		2022		2023		2022
In-Line Products
Eliquis	$	3,204	$	3,235	6,627		6,446
Opdivo	2,145		2,063		4,347		3,986
Pomalyst/Imnovid	847		908		1,679		1,734
Orencia	927		876		1,691		1,668
Sprycel	458		544		887		1,027
Yervoy	585		525		1,093		1,040
Mature and other products	472		512		939		1,049
Total In-Line Products	8,638		8,663		17,263		16,950
New Product Portfolio
Reblozyl	234		172		440		328
Abecma	132		89		279		156
Opdualag	154		58		271		64
Zeposia	100		66		178		102
Breyanzi	100		39		171		83
Onureg	44		32		78		55
Inrebic	27		23		52		41
Camzyos	46		3		75		3
Sotyktu	25		—		41		—
Total New Product Portfolio	862		482		1,585		832
Total In-Line Products and New Product Portfolio	9,500		9,145		18,848		17,782
Recent LOE Products(a)
Revlimid	1,468		2,501		3,218		5,298
Abraxane	258		241		497		455
Total Recent LOE Products	1,726		2,742		3,715		5,753
Total revenues	$	11,226	$	11,887	$	22,563	$	23,535

United States	$	7,891	$	8,268	$	15,924	$	15,962
International	3,160		3,427		6,309		7,154
Other(b)	175		192		330		419
Total revenues	$	11,226	$	11,887	$	22,563	$	23,535

(a) Recent LOE Products include products with significant decline in revenue from the prior reporting period as a result of a loss of exclusivity.

(b) Other revenues ~~were as follows:~~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 $75 million and $241 million for the three and six months ended June 30, 2023 and $184 million and $331 million for the three and six months ended June 30, 2022, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.

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~~ 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 referrefers 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 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


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
Revenues from alliances
Net product sales	$	3,320	$	3,273	6,852		$	6,512
Alliance revenues	179		199		323		387
Total alliance revenues	$	3,499	$	3,472	7,175		$	6,899

To/(from) alliance partners
Cost of products sold	$	1,614	$	1,572	$	3,320	$	3,128
Marketing, selling and administrative	(64)		(53)		(138)		(107)
Research and development	36		12		80		34
Acquired IPRD	55		100		55		100
Other (income)/expense, net	(15)		(11)		(27)		(23)

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.~~


Dollars in millions	June 30, 2023		December 31, 2022
Selected alliance balance sheet information
Receivables – from alliance partners	$	287	$	317
Accounts payable – to alliance partners	1,613		1,249
Deferred income – from alliances(a)	300		289

(a) Includes unamortized upfront and milestone payments.

~~Specific information pertaining to each of our significant alliances is discussed in our 2016 Form 10-K, including their~~

The nature, ~~and~~ purpose, ~~the~~ significant rights and obligations of the parties and specific accounting policy ~~elections.~~elections for each of the Company's significant alliances are discussed in the 2022 Form 10-K. Significant developments and updates related to alliances during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and 2022 are set forth below.

~~AstraZeneca~~BridgeBio

During the second quarter of 2022, BMS ~~received $100~~and BridgeBio commenced a collaboration to develop and commercialize BBP-398, a SHP2 inhibitor, in oncology. The transaction included an upfront payment of $90 million ~~from AstraZeneca~~expensed to Acquired IPRD during the second quarter of 2022. BridgeBio is eligible to receive contingent development, regulatory and sales-based milestones up to $815 million, as ~~additional contingent consideration~~well as royalties on global net sales, excluding certain markets. BridgeBio is responsible for funding and completing ongoing BBP-398 Phase I monotherapy and combination therapy trials. BMS will lead and fund all other development and commercial activities. BridgeBio has an option to co-develop BBP-398 and receive higher royalties in the ~~diabetes business~~U.S.

Note 4. DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Divestitures

The following table summarizes the financial impact of divestitures including royalties, which are included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture ~~upon achievement~~gains or losses).


	Three Months Ended June 30,
	Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in millions	2023		2022		2023		2022		2023		2022
Diabetes business - royalties	$	185	$	185	$	—	$	—	$	(218)	$	(220)
Mature products and other	3		3		—		—		—		(1)
Total	$	188	$	188	$	—	$	—	$	(218)	$	(221)

	Six Months Ended June 30,
	Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2023		2022		2023		2022		2023		2022
Diabetes business - royalties	$	401	$	357	$	—	$	—	$	(406)	$	(390)
Mature products and other (a)	7		228		—		(211)		—		(2)
Total	$	408	$	585	$	—	$	(211)	$	(406)	$	(392)

(a) Includes cash proceeds of $221 million and a ~~regulatory approval milestone~~divestiture gain of $211 million related to the sale of several mature products to Cheplapharm in the first quarter of 2022.

Mature Products and Other

Manufacturing Operations

During the second quarter of 2022, BMS agreed to sell its manufacturing facility in Syracuse, New York to LOTTE Corporation and accounted for the business as held-for-sale resulting in a $63 million impairment charge recorded to Cost of products sold. Assets and liabilities reclassified to held-for-sale were included within Other current assets and Other current liabilities and were $172 million and $20 million, respectively, as of December 31, 2022. In January 2023, BMS completed the sale resulting in cash proceeds of $159 million, which was received in December 2022.

Licensing and Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront 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	2023		2022		2023		2022
Keytruda* royalties	$	(284)	$	(243)	$	(563)	$	(464)
Tecentriq* royalties	(24)		(19)		(54)		(44)

Contingent milestone income	(5)		(5)		(36)		(46)
Amortization of deferred income	(15)		(11)		(27)		(23)

Other royalties and licensing income	(12)		(9)		(23)		(16)
Total	$	(340)	$	(287)	$	(703)	$	(593)

Keytruda* Patent License Agreement

In 2017, ~~(included in~~BMS and Ono entered a global patent license agreement with Merck related to Merck's PD-1 antibody Keytruda*. In accordance with the agreement, Merck is 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 ~~income).~~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 party's legal fees.

~~F-Star Alpha~~

InImmatics

During the first quarter of ~~2017,~~2022, BMS ~~discontinued~~obtained a global exclusive license to Immatics' TCR bispecific IMA401 program, which is being studied in oncology. BMS and Immatics collaborate on the development and BMS will be responsible for the commercialization of ~~FS102 (an anti-HER2 antibody fragment)~~IMA401 worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. Immatics has the option to co-fund U.S. development in exchange for enhanced U.S. royalty payments and/or to co-promote IMA401 in the U.S. The transaction included an upfront payment of $150 million which was ~~in Phase I development for the treatment of breast and gastric cancer. BMS will not exercise its option~~expensed to ~~purchase F-Star Alpha which was previously consolidated by BMS as a variable interest entity. As a result, an~~Acquired 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~~2022. Immatics is eligible 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 andreceive contingent development, regulatory and sales-based ~~milestone payments~~milestones of up to ~~$1.0 billion for~~$770 million as well as royalties on global net sales.

Dragonfly

During the first ~~product from each~~quarter of 2022, a Phase I development milestone for interleukin-12 ("IL-12") was achieved resulting in a $175 million payment to Dragonfly and an Acquired IPRD charge. During the first quarter of 2023, BMS notified Dragonfly of its termination of the ~~two programs~~global exclusive license related to Dragonfly’s IL-12. All rights to IL-12 were reverted back to Dragonfly effective April 18, 2023.

Other

Nimbus Change of Control Income

During the first quarter of 2022, BMS and Nimbus Therapeutics ("Nimbus") entered into a settlement resolving all legal claims and business interests pertaining to Nimbus' TYK2 inhibitor resulting in $40 million of income included in Other (income)/expense. The settlement also provides for BMS to receive additional amounts for contingent ~~milestone payments~~development, regulatory approval and sales-based milestones and 10% of any change in control proceeds received by Nimbus related to its TYK2 inhibitor. In February 2023, Takeda acquired 100% ownership of Nimbus' TYK2 inhibitor for approximately $4.0 billion in upfront proceeds plus contingent sales-based milestones aggregating 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$2.0 billion. As 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 $310result, $400 million of ~~R&D~~ income related to the change of control provision was included in Other (income)/expense ~~and $15 million~~during the first quarter of ~~deferred tax assets for net operating losses and tax credit carryforwards.~~2023.

~~Flexus~~

InRoyalty Extinguishment

During the second quarter of ~~2017,~~2022, BMS amended the terms of a ~~$100 million milestone was achieved~~license arrangement and paid ~~to former stockholders of Flexus as additional contingent consideration following the commencement of~~ a ~~Phase II clinical study of an anti-cancer IDO inhibitor. The additional consideration was included in R&D expense as the Flexus acquisition in 2015 was accounted for as an asset acquisition.~~

~~Cardioxyl~~

~~In the second quarter of 2017, a $100~~third party $295 million, milestone was achieved and paid to former stockholders of Cardioxyl as additional contingent consideration following the commencement of a Phase II clinical study of a cardiovascular Nitroxyl Donor. The additional consideration was included in R&D 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. Revenues and pretax earnings related to this operation were not material in 2017 and 2016 (excluding the impairment charge).

~~Licensing Arrangements~~

~~Halozyme~~

In the third quarter of 2017, BMS and Halozyme announced a global collaboration and license agreement to develop subcutaneously administered 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 the fourth quarter of 2017. BMS has designated multiple IO targets, including PD-1, to develop using the ENHANZE* technology and has an option 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 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~~to Acquired IPRD, to extinguish a future royalty obligation related to mavacamten prior to ~~2017. BMS paid $200~~its FDA approval in April 2022.

Note 5. OTHER (INCOME)/EXPENSE, NET


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
Interest expense (Note 10)	$	282	$	313	$	570	$	639
Royalty and licensing income (Note 4)	(340)		(287)		(703)		(593)
Royalty income - divestiture (Note 4)	(218)		(221)		(406)		(392)
Equity investment losses (Note 9)	58		308		213		952
Integration expenses (Note 6)	59		124		126		229
(Gain)/Loss on debt redemption (Note 10)	—		(9)		—		266
Divestiture gains (Note 4)	—		—		—		(211)
Litigation and other settlements (a)	(7)		25		(332)		(12)
Investment income	(95)		(27)		(197)		(37)
Provision for restructuring (Note 6)	113		20		180		43
Other	32		38		20		49
Other (income)/expense, net	$	(116)	$	284	$	(529)	$	933

(a) Includes $400 million ~~to CytomX for access to~~of income recorded in connection with Nimbus' TYK2 program change of control provision during the ~~additional targets which was included in R&D expense in the second~~first quarter of ~~2017. BMS will also reimburse CytomX~~2023. Refer to "—Note 4. Divestitures, Licensing and Other Arrangements" 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.further information.

~~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 achieved 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.

~~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~~. OTHER (INCOME)/EXPENSE~~

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

2023 Restructuring Plan

In ~~October 2016, the Company announced~~2023, BMS commenced a restructuring plan to ~~evolve~~accelerate the delivery of medicines to patients by evolving and ~~streamline~~streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and ~~expects~~is appropriately aligned with the Company’s strategy to ~~incur charges~~invest in ~~connection with employee workforce reductions~~key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery (ii) enhancing our commercial operating model, and ~~early site exits. The majority~~(iii) establishing a more responsive manufacturing network and expansion of ~~the charges~~cell therapy manufacturing capabilities. Charges of approximately $1.0 billion are expected to be incurred through ~~2020, range between $1.5~~2025, consisting primarily of employee termination costs and to a lesser extent site exit costs, including impairment and accelerated depreciation of property, plant and equipment.

Celgene and Other Acquisition Plans

Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from the acquisition of Celgene (2019), MyoKardia (2020) and Turning Point (2022). As part of these plans, the Company expects to incur charges of approximately $3.8 billion. Cumulative charges of approximately $3.4 billion have been recognized to ~~$2.0 billion~~date 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. Cash outlays in connection with these actions~~exits. The remaining charges related to the acquisition of Celgene are primarily related to IT system integration which are expected to be ~~approximately 40%~~incurred through 2024.

The following provides the charges related to ~~50%~~restructuring initiatives by type of cost:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
2023 Restructuring Plan	$	170	$	—	$	231	$	—
Celgene and Other Acquisition Plans	64		148		138		278
Total charges	$	234	$	148	$	369	$	278

Employee termination costs	$	109	$	19	$	174	$	41
Other termination costs	4		1		6		2
Provision for restructuring	113		20		180		43
Integration expenses	59		124		126		229
Accelerated depreciation	12		4		13		6
Asset impairments	50		—		50		—
Other shutdown costs	—		—		—		—
Total charges	$	234	$	148	$	369	$	278

Cost of products sold	$	36	$	—	$	37	$	—
Marketing, selling and administrative	20		4		20		6
Research and Development	6		—		6		—
Other (income)/expense, net	172		144		306		272
Total charges	$	234	$	148	$	369	$	278

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


	Six Months Ended June 30,
Dollars in millions	2023		2022
Beginning balance	$	47	$	101
Provision for restructuring(a)	180		43
Foreign currency translation and other	1		(6)
Payments	(48)		(67)
Ending balance	$	180	$	71

(a) Includes a reduction of the ~~total charges. Charges~~liability resulting from changes in estimates of ~~$631 million have been recognized for these actions since the announcement ($82~~$4 million and ~~$534~~$8 million for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017, respectively). These charges include an impairment charge for the manufacturing operations in Swords, Ireland discussed in "—Note 4. Acquisitions, Divestitures~~2023 and Licensing Arrangements." Restructuring charges are recognized upon meeting certain criteria, including finalization of committed plans, reliable estimates and discussions with local works councils in certain markets.2022, respectively.

Other restructuring charges recognized prior 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.

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	2023			2022			2023			2022
Earnings before income taxes	$	1,859		$	1,958		$	4,629		$	3,645
Income tax (benefit)/provision	(218)			529			285			933
Effective tax rate	(11.7)		%	27.0		%	6.2		%	25.6		%

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 %

Provision for 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~~during the ~~U.S.~~three and six months ended June 30, 2023 was primarily impacted by a $656 million deferred income tax benefit following the receipt of a non-U.S. tax ruling regarding the deductibility of a statutory ~~rate~~impairment of 35% which is primarily attributable to undistributed earnings 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 repatriated to the U.S. in the future, or if it were determined that such earnings are 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~~subsidiary investments. In addition, the effective tax rate during the six months of 2023 was impacted by ~~3.7%~~jurisdictional earnings mix resulting from amortization of acquired intangible assets, equity investment losses, litigation and ~~3.1%~~other settlements, as well as releases of income tax reserves of $89 million related to the resolution of Celgene's 2009-2011 IRS audits, partially offset by the impact of changes in the ~~nine months ended September 30, 2017 and 2016, respectively, including non-deductible R&D asset acquisition charges and goodwill allocated~~Puerto Rico tax decree that eliminated a previously creditable excise tax. Additional changes to ~~business divestitures. The tax impact for discrete items are reflected immediately and are not considered in estimating the annual effective tax rate.~~

~~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%~~may occur in future periods due to various reasons, including changes to the ~~nine~~estimated pretax earnings mix and tax reserves and revised interpretations or changes to the relevant tax code. Income tax payments were $3.1 billion and $2.7 billion for the six months ended ~~September~~June 30, ~~2017. Refer to "—Note 1. Basis of Presentation~~2023 and ~~Recently Issued Accounting Standards" for additional information.~~2022, respectively.

BMS is currently under examination by a number of tax authorities ~~which have~~that 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 issues 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 issues. In the fourth quarter of 2022, BMS entered the IRS administrative appeals process to resolve these matters. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements.

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~~benefits as 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~~2023 could decrease in the range of approximately ~~$255~~$40 million to ~~$315~~$60 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.

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 jurisdiction.

Note 8.8. EARNINGS PER SHARE


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions, except per share data	2023		2022		2023		2022
Net earnings attributable to BMS	$	2,073	$	1,421	$	4,335	$	2,699

Weighted-average common shares outstanding – basic	2,093		2,133		2,096		2,140
Incremental shares attributable to share-based compensation plans	9		16		11		17
Weighted-average common shares outstanding – diluted	2,102		2,149		2,107		2,157

Earnings per common share
Basic	$	0.99	$	0.67	$	2.07	$	1.26
Diluted	$	0.99	0.66		$	2.06	1.25

The total number of potential shares of common stock excluded from the diluted earnings per common share computation because of the antidilutive impact was not material for the three and six months ended June 30, 2023 and 2022.

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, 2023						December 31, 2022
Dollars in millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents
Money market and other securities	$	—	$	6,644	$	—	$	—	$	7,770	$	—
Marketable debt securities
Certificates of deposit	—		358		—		—		32		—
Commercial paper	—		—		—		—		98		—
Derivative assets	—		357		—		—		305		—
Equity investments	336		512		—		424		680		—
Derivative liabilities	—		180		—		—		213		—
Contingent consideration liability
Contingent value rights	5		—		—		5		—		—
Other acquisition related contingent consideration	—		—		9		—		—		24

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" in ~~our 2016~~the Company's 2022 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). ~~There~~The fair value of Level 2 equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were ~~no Level 3 financial assets or liabilities~~not material as of ~~September 30, 2017 and~~ December 31, ~~2016.~~2022 and the restrictions expired in April 2023.

~~Available-for-sale~~Marketable Debt Securities

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


	June 30, 2023								December 31, 2022
Dollars in millions	Amortized Cost		Gross Unrealized						Amortized Cost		Gross Unrealized
			Gains		Losses		Fair Value				Gains		Losses		Fair Value
Certificates of deposit	$	358	$	—	$	—	$	358	$	32	$	—	$	—	$	32
Commercial paper	—		—		—		—		98		—		—		98

Total marketable debt securities(a)	$	358	$	—	$	—	$	358	$	130	$	—	$	—	$	130

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 one year as of June 30, 2023, and December 31, 2022.

Equity Investments

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
The following summarizes the carrying amount of equity investments:


~~(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.~~


Dollars in millions	June 30, 2023		December 31, 2022
Equity investments with readily determinable fair values	$	848	$	1,104
Equity investments without readily determinable fair values	623		537
Limited partnerships and other equity method investments	520		546
Total equity investments	$	1,991	$	2,187

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


	Three Months Ended June 30,		Six Months Ended June 30,
Dollars in millions	2023	2022	2023	2022
Equity investments with readily determinable fair values
Net loss recognized	47	254	188	852
Less: net gain recognized on investments sold	(11)	(16)	(12)	(16)
Net unrealized loss recognized on investments still held	58	270	200	868

Equity investments without readily determinable fair values
Upward adjustments	—	—	(6)	(6)
Impairments and downward adjustments	—	—	—	2
Equity in net loss of affiliates	11	54	31	104

Total equity investment losses	58	308	213	952

Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without readily determinable fair values still held as of June 30, 2023 were $186 million and $61 million, respectively.

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges

BMS enters into foreign currency forward and purchased local currency put option contracts (foreign exchange contracts) to hedge certain forecasted intercompany inventory sales and certain other foreign currency transactions. The ~~following table summarizes~~objective of these foreign exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign exchange contracts, which are designated as cash flow hedges, are temporarily recorded in Accumulated other comprehensive loss ("AOCL") and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). As 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 —~~ June 30, 2023, assuming market rates remain constant through contract maturities, we expect to reclassify pre-tax gains of $111 million into Cost of products sold for our foreign exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency ~~forward~~exchange contracts was primarily $5.1 billion for the euro contracts and $1.2 billion for Japanese yen contracts as of June 30, 2023.

BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $1.2 billion as of June 30, 2023.

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 cash flows of hedged items are performed at inception and on a quarterly basis. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency exchange contracts not designated as a cash flow hedge offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.

Net Investment Hedges

Cross-currency swap contracts of $1.7 billion as of June 30, 2023 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability in the consolidated balance sheets. The notional amount of outstanding cross-currency swap contracts was primarily attributed to the ~~euro ($2.2 billion) and~~ Japanese yen ~~($586 million) at September~~of $650 million and euro of $780 million as of June 30, ~~2017. BMS terminated forward starting interest rate swap contracts in~~2023.

During the first quarter of ~~2017 with an aggregate notional value~~2023, the Company de-designated its remaining net investment hedge in debt denominated in euros of ~~$750~~€375 million. The ~~proceeds and~~ related ~~gain were not material.~~

~~Net Investment Hedges —~~ ~~Non-U.S. dollar borrowings of €950 million ($1.1 billion) are designated~~net investment hedge was entered into to hedge euro currency exposures of the net investment in certain foreign ~~affiliates.~~affiliates and was recognized in Long-term debt. The effective portion of foreign exchange gain or loss on the remeasurement of debt denominated in euros was included in the foreign currency translation component of AOCL with the related offset in Long-term debt.

During the three and six months ended June 30, 2023, the amortization of gains related to the portion of our net investment hedges that was excluded from the assessment of effectiveness was not material.

Fair Value Hedges — ~~The notional amount of fixed-to-floating~~

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. 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 in the consolidated balance sheets. 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.

Derivative cash flows, with the exception of net investment hedges, are principally classified in ~~2016 generating proceeds~~the operating section of ~~$43 million (including accrued interest).~~the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.

~~Debt Obligations~~

The following table summarizes the fair value and the notional values of outstanding derivatives:


	June 30, 2023								December 31, 2022
	Asset(a)				Liability(b)				Asset(a)				Liability(b)
Dollars in millions	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Designated as cash flow hedges
Foreign currency exchange contracts	$	5,831	$	243	$	1,656	$	(79)	$	5,771	$	271	$	2,281	$	(80)
Cross-currency swap contracts	1,210		20		—		—		—		—		584		(7)
Designated as net investment hedges
Cross-currency swap contracts	561		13		1,167		(48)		72		1		1,157		(78)
Designated as fair value hedges
Interest rate swap contracts	—		—		3,755		(23)		—		—		255		(18)
Not designated as hedges
Foreign currency exchange contracts	2,370		66		2,334		(30)		1,564		33		1,703		(19)
Total return swap contracts (c)	374		15		—		—		—		—		322		(11)

(a) Included in 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 (gain)/loss recognized on hedges:


	Three Months Ended June 30, 2023				Six Months Ended June 30, 2023
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign currency exchange contracts	$	(90)	$	(44)	$	(210)	$	(60)
Cross-currency swap contracts	—		(5)		—		(28)
Interest rate swap contracts	—		(4)		—		(7)

	Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign currency exchange contracts	$	(131)	$	(18)	$	(213)	$	(75)
Cross-currency swap contracts	—		(4)		—		(8)
Interest rate swap contracts	—		(7)		—		(18)

The following table summarizes the effect of derivative and non-derivative instruments designated as hedges in Other comprehensive income:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
Derivatives designated as cash flow hedges
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income	$	60	$	481	$	53	$	601
Reclassified to Cost of products sold	(90)		(131)		(210)		(213)
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income	34		—		28		—
Reclassified to Other (income)/expense, net	4		—		(9)		—
Forward starting interest rate swap contract loss:
Reclassified to Other (income)/expense, net	—		—		—		(3)
Derivatives designated as net investment hedges
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income	34		51		35		64
Non-derivatives designated as net investment hedges
Non U.S. dollar borrowings gain/(loss):
Recognized in Other comprehensive income	—		68		(10)		83

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:


Dollars in millions	June 30, 2023		December 31, 2022
Non-U.S. short-term debt obligations	$	125	$	176
Current portion of Long-term debt	2,414		3,897
Other	481		191
Total	$	3,020	$	4,264

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~~Long-term debt include:


Dollars in millions	June 30, 2023		December 31, 2022
Principal value	$	36,379	$	38,234

Adjustments to principal value:
Fair value of interest rate swap contracts	(23)		(18)
Unamortized basis adjustment from swap terminations	88		97
Unamortized bond discounts and issuance costs	(271)		(284)
Unamortized purchase price adjustments of Celgene debt	897		924
Total	$	37,070	$	38,953

Current portion of Long-term debt	$	2,414	$	3,897
Long-term debt	34,656		35,056
Total	$	37,070	$	38,953

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~~$33.5 billion ~~at September~~as of June 30, ~~2017~~2023 and ~~$6.9~~$34.9 billion atas of December 31, ~~2016~~2022 valued using Level 2 ~~inputs. Interest payments were $172 million and $140 million~~inputs, which are based upon the quoted market prices for the ~~nine~~same or similar debt instruments. The fair value of Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.

During the six months ended ~~September~~June 30, ~~2017~~2023, $1.9 billion of debt matured and ~~2016, respectively, net~~was repaid including $750 million 2.750% Notes, $890 million 3.250% Notes and $239 million 7.150% Notes.

During the six months ended June 30, 2022, $2.0 billion of ~~amounts related to interest rate swap contracts.~~debt matured and was repaid including $1.5 billion 2.600% Notes and $500 million Floating Rate Notes.

~~On February 27, 2017,~~During the six months ended June 30, 2022, BMS issued ~~senior unsecured notes in a registered public offering.~~an aggregate principal amount of $6.0 billion of debt with net proceeds of $5.9 billion. The notes rank equally in right of payment with all of BMS's existing and future senior unsecured ~~indebtedness. BMS may redeem the notes,~~indebtedness and are redeemable at any time, in whole, or in part, at ~~any time prior to maturity at~~varying specified redemption prices plus accrued and unpaid interest. In addition, BMS purchased an aggregate principal amount of $6.0 billion of certain of its debt securities for $6.6 billion of cash in tender offers and "make-whole" redemptions. In connection with these transactions, a ~~predetermined~~$266 million net loss on debt redemption ~~price. The following table summarizes~~was recognized based on the ~~note issuances:~~

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

~~During the third quarter~~carrying value 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:~~and included in Other (income)/expense, net.

Interest payments were $639 million and $720 million for the six months ended June 30, 2023 and 2022, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of June 30, 2023, BMS had a five-year $5.0 billion revolving credit facility expiring in January 2028, which is extendable annually by one year with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. No borrowings were outstanding under the revolving credit facility as of June 30, 2023 and December 31, 2022.

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
Note 11. RECEIVABLES


Dollars in millions	June 30, 2023		December 31, 2022
Trade receivables	$	8,827	$	8,848
Less: charge-backs and cash discounts	(676)		(675)
Less: allowance for expected credit loss	(26)		(22)
Net trade receivables	8,125		8,151
Alliance, royalties, VAT and other	1,987		1,735
Receivables	$	10,112	$	9,886

Non-U.S. receivables sold on a nonrecourse basis were ~~$460~~$503 million and ~~$470~~$674 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~,2022, respectively. Receivables from ~~our~~the three largest ~~pharmaceutical wholesalers~~customers in the U.S. represented ~~64%~~70% and 66% of total trade receivables at ~~September~~as of June 30, ~~2017~~2023 and December 31, ~~2016~~,2022, respectively.

Note 12. INVENTORIES


Dollars in millions	June 30, 2023		December 31, 2022
Finished goods	$	594	$	509
Work in process	2,039		1,850
Raw and packaging materials	451		464
Total inventories	$	3,084	$	2,823

Inventories	$	2,364	$	2,339
Other non-current assets	720		484

~~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 of $120~~The fair value adjustment related to the Celgene acquisition was $84 million ~~are included in assets held-for-sale~~ as of September 30, 2017 due to the expected transfer of manufacturing operations in Swords, Ireland to SK Biotek. Refer to "—Note 4. Acquisitions, Divestitures and Licensing Arrangements" for additional information. Other 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.~~2022, which was fully amortized as of June 30, 2023.

Note 12.13. PROPERTY, PLANT AND EQUIPMENT


Dollars in millions	June 30, 2023		December 31, 2022
Land	$	162	$	162
Buildings	6,039		5,920
Machinery, equipment and fixtures	3,434		3,284
Construction in progress	1,197		1,053
Gross property, plant and equipment	10,832		10,419
Less accumulated depreciation	(4,477)		(4,164)
Property, plant and equipment	$	6,355	$	6,255

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~~$151 million and ~~$319~~$297 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~$141 million and $286 million for the three and six months ended June 30, 2022, 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.~~14. GOODWILL AND OTHER INTANGIBLE ASSETS

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
Goodwill

~~Amortization expense was $142 million and $134 million for~~The changes in the ~~nine months ended September 30, 2017 and 2016, respectively.~~carrying amounts in Goodwill were as follows:

~~Note 14. ACCRUED LIABILITIES~~

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

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

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)~~Dollars in millions	~~Refer to "—Note 1. Basis of Presentation~~
Balance at December 31, 2022	$	21,149

Currency translation and ~~Recently Issued Accounting Standards" for additional information.~~other adjustments	14
Balance at June 30, 2023	$	21,163

~~BMS has a stock repurchase program authorized by its Board~~

Other Intangible Assets

Other intangible assets consisted of ~~Directors allowing~~the following:


	Estimated Useful Lives	June 30, 2023						December 31, 2022
Dollars in Millions		Gross carrying amounts		Accumulated amortization		Other intangible assets, net		Gross carrying amounts		Accumulated amortization		Other intangible assets, net
Licenses	5 – 15 years	$	400	$	(144)	$	256	$	400	$	(128)	$	272
Acquired marketed product rights	3 – 15 years	59,577		(35,545)		24,032		60,477		(31,949)		28,528
Capitalized software	3 – 10 years	1,602		(1,127)		475		1,555		(1,056)		499
IPRD		6,540		—		6,540		6,560		—		6,560
Total		$	68,119	$	(36,816)	$	31,303	$	68,992	$	(33,133)	$	35,859

Amortization expense of Other intangible assets was $2.3 billion and $4.6 billion during the three and six months ended June 30, 2023 and $2.4 billion and $4.9 million 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. The stock repurchase program does not have an expiration datethree 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. BMS repurchased approximately 3.8 million shares for $226six months ended June 30, 2022, respectively.

IPRD impairment charges were $20 million during the ~~three~~six months ended ~~September~~June 30, ~~2017.~~2023 and $40 million during the six months ended June 30, 2022. These IPRD impairments were included in Research and development expense and represented full write-downs.

~~In February 2017,~~

Note 15. SUPPLEMENTAL FINANCIAL INFORMATION


Dollars in millions	June 30, 2023		December 31, 2022
Income taxes	$	4,542	$	3,547
Research and development	736		579
Contract assets	405		504

Restricted cash(a)	53		148
Other	1,132		1,017
Other current assets	$	6,868	$	5,795


Dollars in millions	June 30, 2023		December 31, 2022
Equity investments	$	1,991	$	2,187
Inventories	720		484
Operating leases	1,274		1,220
Pension and postretirement	298		285
Research and development	470		496
Restricted cash(a)	—		54
Other	269		214
Other non-current assets	$	5,022	$	4,940

(a) Restricted cash primarily consists of funds restricted for annual Company contributions to the defined contribution plan in the U.S. and escrow for litigation settlements. Cash is restricted when withdrawal or general use is contractually or legally restricted. As of June 30, 2022 restricted cash was $210 million.


Dollars in millions	June 30, 2023		December 31, 2022
Rebates and discounts	$	6,313	$	6,702
Income taxes	1,526		942
Employee compensation and benefits	770		1,425
Research and development	1,339		1,359
Dividends	1,191		1,196
Interest	304		321
Royalties	417		431
Operating leases	168		136

Other	2,033		2,074
Other current liabilities	$	14,061	$	14,586


Dollars in millions	June 30, 2023		December 31, 2022
Income taxes	$	3,166	$	3,992
Pension and postretirement	398		402
Operating leases	1,342		1,261
Deferred income	305		283
Deferred compensation	398		349
Other	293		303
Other non-current liabilities	$	5,902	$	6,590

Note 16. EQUITY

The following table summarizes changes in equity for the six months ended June 30, 2023:


	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, 2022	2,923	$	292	$	45,165	$	(1,281)	$	25,503	825	$	(38,618)	$	57
Net earnings	—	—		—		—		2,262		—	—		5
Other comprehensive loss	—	—		—		(87)		—		—	—		—
Cash dividends declared $0.57 per share	—	—		—		—		(1,197)		—	—		—
Share repurchase program	—	—		—		—		—		4	(250)		—
Stock compensation	—	—		(25)		—		—		(6)	60		—
Balance at March 31, 2023	2,923	$	292	$	45,140	$	(1,368)	$	26,568	823	$	(38,808)	$	62
Net earnings	—	—		—		—		2,073		—	—		4
Other comprehensive loss	—	—		—		(19)		—		—	—		—
Cash dividends declared $0.57 per share	—	—		—		—		(1,192)		—	—		—
Share repurchase program	—	—		—		—		—		13	(911)		—
Stock compensation	—	—		159		—		—		(2)	39		—
Distributions	—	—		—		—		—		—	—		(9)
Balance at June 30, 2023	2,923	292		45,299		(1,387)		27,449		834	(39,680)		57

The following table summarizes changes in equity for the six months ended June 30, 2022:


	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, 2021	2,923	$	292	$	44,361	$	(1,268)	$	23,820	747	$	(31,259)	$	60
Net earnings	—	—		—		—		1,278		—	—		5
Other comprehensive income	—	—		—		39		—		—	—		—
Cash dividends declared $0.54 per share	—	—		—		—		(1,150)		—	—		—
Share repurchase program	—	—		(750)		—		—		65	(4,250)		—
Stock compensation	—	—		145		—		—		(18)	322		—

Balance at March 31, 2022	2,923	$	292	$	43,756	$	(1,229)	$	23,948	794	$	(35,187)	$	65
Net earnings	—	—		—		—		1,421		—	—		8
Other comprehensive income	—	—		—		237		—		—	—		—
Cash dividends declared $0.54 per share	—	—		—		—		(1,152)		—	—		—
Stock repurchase program	—	—		300		—		—		2	(300)		—
Stock compensation	—	—		319		—		—		(8)	195		—
Distributions	—	—		—		—		—		—	—		(12)
Balance at June 30, 2022	2,923	292		44,375		(992)		24,217		788	(35,292)		61

BMS ~~executed~~repurchased 17 million shares of its common stock for $1.2 billion during the six months ended June 30, 2023. The remaining share repurchase capacity under the BMS share repurchase program was approximately $6.0 billion as of June 30, 2023.

During the first quarter of 2022, BMS entered into accelerated share repurchase ("ASR") agreements to repurchase an aggregate $2amount of $5.0 billion of the Company's common stock. The ASR agreements were funded ~~through a combination of debt~~with cash on-hand and ~~cash. In February 2017, an initial delivery of approximately 28.7~~65 million shares of ~~BMS~~ common stock ~~representing approximately 80%~~(85% of the ~~notional amount of the agreements, was~~$5.0 billion aggregate repurchase price) were received by BMS and included in treasury stock. ~~Upon settlement~~During the second quarter of 2022, the first tranche of the ~~accelerated share repurchase agreements in May 2017, BMS received an additional 7.8~~ASR was settled and approximately 2 million shares ~~determined using the volume-weighted average price~~ of ~~BMS~~ common stock ~~during~~were received by BMS and transferred to treasury stock.

The following table summarizes the ~~term of the transaction.~~changes in Other comprehensive income by component:


	Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges
Recognized in Other comprehensive income	$	94	$	(16)	$	78	$	81	$	(13)	$	68
Reclassified to net earnings(a)	(86)		11		(75)		(219)		30		(189)
Derivatives qualifying as cash flow hedges	8		(5)		3		(138)		17		(121)

Pension and postretirement benefits
Actuarial (losses)/gains	(13)		2		(11)		(13)		2		(11)







Foreign currency translation	(4)		(7)		(11)		31		(5)		26

Other comprehensive income	$	(9)	$	(10)	$	(19)	$	(120)	$	14	$	(106)


	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges
Recognized in Other comprehensive income	$	481	$	(65)	$	416	$	601	$	(81)	$	520
Reclassified to net earnings(a)	(131)		16		(115)		(216)		28		(188)
Derivatives qualifying as cash flow hedges	350		(49)		301		385		(53)		332

Pension and postretirement benefits
Actuarial gains/(losses)	20		(3)		17		40		(7)		33
Amortization(b)	6		(1)		5		12		(3)		9
Settlements(b)	4		(1)		3		5		(1)		4
Pension and postretirement benefits	30		(5)		25		57		(11)		46

Marketable debt securities
Unrealized (losses)/gains	—		(1)		(1)		(2)		—		(2)

Foreign currency translation	(64)		(24)		(88)		(70)		(30)		(100)

Other comprehensive income	$	316	$	(79)	$	237	$	370	$	(94)	$	276

~~The components~~(a)Included in Cost of ~~other comprehensive income/(loss) were as follows:~~products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.

(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~~Other comprehensive ~~loss,~~income, net of taxes, were as follows:


Dollars in millions	June 30, 2023		December 31, 2022
Derivatives qualifying as cash flow hedges	$	111	$	232
Pension and postretirement benefits	(634)		(623)

Foreign currency translation(a)	(864)		(890)
Accumulated other comprehensive loss	$	(1,387)	$	(1,281)

(a)Includes net investment hedge gains of $144 million and $125 million as of June 30, 2023 and December 31, 2022, respectively.

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~~17. 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	2023		2022		2023		2022
Cost of products sold	$	13	$	11	$	24	$	19
Marketing, selling and administrative	56		48		107		96
Research and development	68		57		128		108

Total Stock-based compensation expense	$	137	$	116	$	259	$	223

Income tax benefit(a)	$	27	$	22	$	52	$	44

(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$2 million and ~~$49~~$20 million for the three and six months ended ~~September~~June 30, ~~2017~~2023, and ~~2016, respectively, and $142~~$19 million and ~~$141~~$59 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2022, 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, 2023 were as follows:


Units in millions	Units	Weighted-Average Fair Value

Restricted stock units	9.0	$	60.59
Market share units	1.0	58.18
Performance share units	1.5	64.18


Dollars in millions	Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	$	1,031	$	80	$	144
Expected weighted-average period in years of compensation cost to be recognized	3.0		3.1		2.0

Note ~~17.~~18. 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, partners, suppliers, service providers, licensees, licensors, 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 claims and/or 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 successfully 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*

Anti-PD-1, Anti-PD-L1 and CTLA-4 — ~~Australia~~U.S.

~~As previously disclosed,~~ 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 six related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber sought to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in the 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 May 2019, the District Court issued a decision ruling that the two scientists should be added as inventors to the patents, which decision was affirmed on appeal. In June 2019, Dana-Farber filed a new lawsuit in the District of Massachusetts against BMS seeking damages as a result of the decision adding the scientists as inventors. In February 2021, BMS filed a motion to dismiss that complaint. In August 2021, the Court denied the motion to dismiss, but ruled that Dana-Farber's claims for damages before May 17, 2019—the date of the District Court's ruling that Dana-Farber was a co-inventor of the patents—are preempted by federal patent law. On January 25, 2023, the Court held a hearing on a motion filed by BMS requesting that the Court enter summary judgment in BMS's favor. In April 2023, BMS and Dana-Farber entered into a settlement agreement and these litigations were dismissed.

On March 17, 2022, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca UK Ltd (collectively, "AZ") alleging that AZ's marketing of the PD-L1 antibody Imfinzi infringes certain claims of U.S. Patent Nos. 9,580,505, 9,580,507, 10,138,299, 10,308,714, 10,266,594, 10,266,595, 10,266,596 and 10,323,092. On April 25, 2023, BMS filed an additional lawsuit against AZ in U.S. District Court for the District of Delaware alleging that AZ's marketing of the PD-L1 antibody Imfinzi infringes U.S. Patent No. 9,402,899.

On January 23, 2023, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca AB (collectively, "AZ AB") alleging that AZ AB's marketing of the CTLA-4 antibody Imjudo infringes certain claims of U.S. Patent Nos. 9,320,811 and 9,273,135.

On July 24, 2023, BMS entered into an agreement with AZ and AZ AB (the "AZ Parties") to settle all outstanding claims between them in the CTLA-4 litigation and the two PD-L1 antibody litigations described above. Under the agreement, the AZ Parties are to pay an aggregate of $560 million to BMS in four payments through September 2026, which will be subject to sharing arrangements with Ono and Dana-Farber. BMS's share is approximately $418 million, of which the net present value will be reflected in income during the third quarter of 2023.

Eliquis - Europe

Lawsuits have been filed by generic companies in various countries in Europe seeking revocation of our composition of matter patents and SPCs relating to Eliquis, and trials or preliminary proceedings have been held in certain of those cases.

In Denmark, BMS filed a request for a preliminary injunction against Teva, but the request was denied in December 2022, based on the finding that there is no imminent threat of a launch by Teva in Denmark.

In Finland, the court granted our request that a preliminary injunction be entered prohibiting Teva from offering, storing or selling generic Eliquis products in Finland that have obtained price and reimbursement.

In France, a trial was held regarding Teva's challenge to the validity of the French composition of matter patent and related SPC, and a decision was issued on June 8, 2023, confirming their validity and rejecting Teva's claims.

In Ireland, the court granted our request that a preliminary injunction be entered restraining Teva from making, offering, putting on the market and/or using and/or importing or stocking for the aforesaid purposes, generic Eliquis products. A trial regarding Teva's challenge to the validity of the Irish composition of matter patent and related SPC began on July 4, 2023, and is expected to conclude on July 28, 2023, with a decision expected sometime in the fourth quarter of 2023.

In the Netherlands, our requests that preliminary injunctions be entered to prevent at-risk generic launches by Sandoz, Stada and Teva prior to full trials on the validity of the Dutch composition of matter patent and SPC were denied by the lower courts. We appealed those denials, and a combined appellate hearing was held on June 29, 2023.

In Norway, a trial was held regarding Teva's challenge to the validity of the Norwegian composition of matter patent and related SPC, and a decision was issued on May 23, 2023, confirming their validity and rejecting Teva's claims.

In Sweden, a trial was held regarding Teva's challenge to the validity of the Swedish apixaban composition of matter patent and related SPC, and a decision was issued on November 2, 2022, confirming their validity and rejecting Teva's claims.

In the UK, Sandoz and Teva filed lawsuits in the United Kingdom seeking revocation of the UK apixaban composition of matter patent and related Supplementary Protection Certificate ("SPC"). BMS subsequently filed counterclaims for infringement in both actions. A combined trial took place in February 2022 and in a judgment issued on April 7, 2022, the judge found the UK apixaban composition of matter patent and related SPC invalid. BMS appealed the judgment and on May 4, 2023, the Court of Appeal upheld the lower court's decision finding the patent and SPC invalid. On June 1, 2023, BMS filed an application to appeal to the UK Supreme Court.

Following the above decisions in the UK and the Netherlands, generic manufacturers have begun marketing generic versions of Eliquis in the UK and the Netherlands, and may seek to market generic versions of Eliquis in additional countries in Europe, prior to the expiration of our patents, which may lead to additional infringement and invalidity actions involving Eliquis patents being filed in various countries in Europe.

Eliquis - U.S.

On February 24, 2023 and March 4, 2023, BMS received Notice Letters from Biocon and ScieGen, respectively, notifying BMS that they had filed ANDAs containing paragraph IV certifications seeking approval of generic versions of Eliquis in the U.S. In response, in April 2023, BMS filed patent infringement actions against Biocon and ScieGen in the U.S. District Court for the District of Delaware. On April 25, 2023, BMS entered into a confidential settlement agreement with ScieGen, settling all outstanding claims in the litigation with ScieGen. On June 16, 2023, BMS entered into a settlement agreement with Biocon settling all outstanding claims in the litigation with Biocon. The settlements with ScieGen and Biocon do not affect BMS's projected exclusivity period for Eliquis.

Onureg – U.S.

In November 2021, BMS received a Notice Letter from Accord notifying BMS that Accord had filed an ANDA containing a paragraph IV certification seeking approval of a generic version of Onureg in the U.S. and challenging U.S. Patent No. 8,846,628 (the "'628 Patent"), an FDA Orange Book-listed formulation patent covering Onureg, which expires in 2030. In response, BMS filed a patent infringement action against Accord in the U.S. District Court for the District of Delaware.

In March 2023, BMS received an additional Notice Letter from Accord notifying BMS that Accord had filed an ANDA containing a paragraph IV certification challenging U.S. Patent No. 11,571,436 (the "'436 Patent"), a newly-listed FDA Orange-Book formulation patent covering Onureg, which expires in 2029. In response, BMS filed an additional patent infringement action against Accord in the U.S. District Court for the District of Delaware. A trial for the consolidated actions has been scheduled to begin on May 20, 2024.

In February 2023, Apotex Inc. filed a request for inter partes review ("IPR") of the '628 Patent. BMS's preliminary response to Apotex's IPR request was filed on May 15, 2023. On July 20, 2023, the USPTO granted Apotex's request to institute an IPR of the '628 Patent.

In May 2023, BMS received a Notice Letter from MSN Laboratories Private Limited ("MSN") notifying BMS that MSN had filed an ANDA containing a paragraph IV certification seeking approval of a generic version of Onureg in the U.S. and challenging the '628 Patent and the '436 Patent. In response, BMS filed a patent infringement action against MSN in the U.S. District Court for the District of Delaware. No trial date has been set.

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~~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~~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 the holding of validity of the clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate~~ claims. ~~A hearing on the appeals occurred in February 2009.~~GenRx-Apotex appealed. 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 ($297 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~~government's claim ~~or its impact~~for damages. In May 2020, the Australian government appealed the Federal Court's decision and an appeal hearing concluded in February 2021. On June 26, 2023, the appeal court issued a ruling in BMS and Sanofi's favor, upholding the lower court's decision.

Revlimid - U.S.

In April 2023, Celgene received a Notice Letter from Deva Holdings A.S. ("Deva") notifying Celgene that Deva has filed an ANDA containing paragraph IV certifications seeking approval to market a generic version of Revlimid in the U.S. In response, on May 31, 2023, Celgene initiated a patent infringement action against Deva in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book listed patents. Deva has not yet responded to the complaint. No schedule has been entered by the Court.

Sprycel - U.S.

In January 2022, BMS received a Notice Letter from Xspray Pharma AB ("Xspray"), Nanocopoeia, LLC ("Nanocopoeia") and Handa Oncology, LLC ("Handa"), respectively, notifying BMS that each had filed a 505(b)(2) NDA application containing paragraph IV certifications seeking approval of a dasatinib product in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In February 2022, BMS filed a patent infringement action against Xspray in the U.S. District Court for the District of New Jersey. In May 2022, BMS filed a patent infringement action against Nanocopoeia in the U.S. District Court for the District of Minnesota. In November 2022, BMS filed a patent infringement action against Handa in the U.S. District Court for the Northern District of California. No trial dates have been scheduled in any of these actions. Both Xspray and Nanocopoeia filed motions for a judgment based on the ~~Company.~~

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

~~In May 2013, Apotex, Actavis Group PTC ehf, Generics [UK] Limited (Mylan) and an unnamed company filed oppositions~~pleadings. On March 24, 2023, the Minnesota court denied Nanocopoeia's motion. On April 25, 2023, the New Jersey court denied Xspray's motion. On June 16, 2023, BMS entered into a confidential settlement agreement with Handa, settling all outstanding claims in the ~~EPO seeking revocation of European Patent No. 1169038 (the ‘038 patent) covering dasatinib, the active ingredient in~~ ~~Sprycel. The ‘038 patent is scheduled to expire in April 2020 (excluding potential term extensions).~~ litigation.

Zeposia - U.S.

On January 20, 2016, the Opposition Division of the EPO revoked the ‘038 patent. 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,October 15, 2021, Actelion Pharmaceuticals LTD and ~~revoked the ‘038 patent. Orphan drug exclusivity and data exclusivity for~~ ~~Sprycel~~ in the EU expired in November 2016. The EPO Board 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, in February 2017, the EPO Board of Appeal reversed and remanded an invalidity decision on European Patent No. 1610780 and its claim to the use 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)~~Actelion Pharmaceuticals US, INC ("Actelion") 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-Farber is seeking to add two scientists as inventors to these patents. In September 2017, Pfizer filed a motion seeking to intervene in this case alleging that one 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 and April 2017, twenty-five generic companies sent the Company Paragraph-IV certification letters informing the Company that they had filed abbreviated new drug applications (ANDAs) seeking approval of generic versions of ~~Eliquis. As a result, two~~ ~~Eliquis~~ ~~patents listed in the FDA Orange Book have now been challenged: the composition of matter~~for patent ~~claiming apixaban specifically and a formulation patent. In April 2017, the Company, along with its partner Pfizer, initiated patent lawsuits under the Hatch-Waxman Act against all generic filers~~infringement in ~~federal district courts in Delaware and West Virginia. In August 2017,~~ the United States District Court for the District of New Jersey against BMS and Celgene for alleged infringement of U.S. Patent No. 10,251,867 (the "'867 Patent"). The Complaint alleges that the sale of Zeposia infringes certain claims of the '867 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~~Actelion is ~~the Company’s basis for projected loss of exclusivity, from February 2023 to November 2026. In September 2017, the Company settled its lawsuit with Teva Pharmaceuticals USA, Inc.~~seeking damages and ~~the parties agreed to dismiss the case. The settlement does not impact the Company’s projected loss of exclusivity for~~ ~~Eliquis~~.injunctive relief. No trial date has been scheduled.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits

~~The Company~~BMS and certain ~~affiliates of~~ Sanofi entities are defendants in a consumer protection ~~and/or false advertising actions~~action brought by ~~several states~~the attorney general of Hawaii relating to the labeling, sales ~~and~~and/or promotion of Plavix*Plavix*. ItIn February 2021, a Hawaii state court judge 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 appealed the decision. On March 15, 2023, the Hawaii Supreme Court issued its decision, reversing in part and affirming in part the trial court decision, vacating the penalty award and remanding the case for a new trial and penalty determination. A bench trial is ~~not possible at this time~~scheduled to ~~reasonably assess the outcome of these lawsuits or their potential impact~~begin on ~~the Company.~~September 25, 2023.

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 and certain affiliates of Sanofi are defendants in a number of individual lawsuits in various state 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, have been filed in state and federal courts in various states including California, New Jersey, Delaware and New York. In February 2013, the Judicial Panel on Multidistrict Litigation granted the Company and Sanofi’s motion to establish a multi-district litigation (MDL) to coordinate Federal pretrial proceedings 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 state courts can exercise personal jurisdiction over the claims of non-California residents, over 2,000 out-of-state resident plaintiffs' claims (including spouses and beneficiaries) previously pending in the California state court have been, or are in 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.

Byetta*

~~Amylin, a former subsidiary of the Company, and Lilly are co-defendants in product liability litigation related to~~ ~~Byetta*.~~ To date, there are over 500 separate lawsuits pending on behalf of approximately 2,000 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*, primarily pancreatic cancer and pancreatitis, and, in some cases, claiming alleged wrongful death. The majority of cases were pending in Federal Court in San Diego in an MDL or in a coordinated proceeding in California Superior Court in Los Angeles (JCCP). In November 2015, the defendants' motion for summary judgment based on federal preemption was granted in both the MDL and the JCCP. The plaintiffs in the MDL have appealed to the U.S. Court 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* ~~and any additional liability to Amylin with respect to~~ Byetta* ~~is expected to be shared between the Company 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~~BMS and Otsuka 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~~Cases 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~~U.S. District Court for the Northern District of Florida. In February 2019, BMS and Otsuka entered into a master settlement agreement establishing a proposed settlement program to resolve all Abilify* compulsivity claims filed as of January 28, 2019 in the MDL as well as various state courts, including California and New Jersey. To date, the vast majority of cases have been dismissed based on participation in the settlement program or failure to comply with settlement related court orders and all remaining cases in the U.S. MDL litigation have since been resolved. Eleven inactive cases remain in New Jersey State court. There are also eleven cases pending in Canada (four class actions, seven individual injury claims). Out of the eleven cases in Canada, only two are active (the class actions in Quebec and Ontario), both of which class actions have now been certified.

~~Eliquis~~

~~The Company~~Onglyza*

BMS and ~~Pfizer~~AstraZeneca 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~~In February 2018, the Judicial Panel on Multidistrict Litigation ordered all the federal Onglyza* cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of ~~these~~the claims are pending in anthe MDL, with others pending in a coordinated proceeding in California Superior Court in San Francisco ("JCCP"). On September 24, 2021, the JCCP court granted defendants' motion to exclude plaintiffs' only general causation expert and on January 5, 2022, the MDL court likewise granted defendants' motion to exclude plaintiffs' expert. On March 30, 2022, the JCCP court granted summary judgment to defendants, thus effectively dismissing the 18 claims previously pending in California state court. The decision was affirmed by the California Court of Appeal on April 19, 2023. Plaintiffs filed a petition for review by the California Supreme Court on May 29, 2023, which remains pending. Defendants filed a summary judgment motion in the ~~United States~~MDL as well, which the MDL court granted on August 2, 2022. Plaintiffs filed their Notice of Appeal on December 2, 2022. 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

Celgene Securities Litigations

Beginning in March 2018, two 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 March 2023, the Court granted the defendants leave to file a motion for summary judgment, the briefing for which was completed in June 2023.

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 (the "Schwab 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 (the "CalPERS Action"); 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 (respectively the "DFA Action" and the "American Century Action"), and GIC Private Limited in September 2021 (the "GIC Action"), 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. In October 2021, these actions were consolidated for pre-trial proceedings with the Schwab Action. The Court also consolidated any future direct actions raising common questions of law and fact with the Schwab Action.

No trial dates have been scheduled in any of the above Celgene Securities Litigations.

Contingent Value Rights Litigations

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. BMS filed a motion to dismiss the successor trustee's complaint, which was denied on June 24, 2022.

In October 2021, alleged former Celgene stockholders filed a complaint in the U.S. District Court for the Southern District of New York asserting claims on behalf of a putative class of Celgene stockholders who received CVRs in the BMS merger with Celgene for violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") relating to the joint proxy statement. That action later was consolidated with another action filed in the same court, and a consolidated complaint thereafter was filed asserting claims on behalf of a class of CVR acquirers, whether in the BMS merger with Celgene or otherwise, for violations of sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the "Securities Act") and sections 10(b), 14(a) and 20(2) of the Exchange Act. The complaint alleges that the February 22, 2019 joint proxy statement was materially false or misleading because it failed to disclose that BMS allegedly had no intention to obtain FDA approval for liso-cel (Breyanzi) by the applicable milestone date in the CVR Agreement and that certain statements made by BMS or certain BMS officers in periodic SEC filings, earnings calls, press releases, and investor presentations between December 2019 and November 2020 were materially false or misleading for the same reason. Defendants moved to dismiss the complaint. On March 1, 2023, the Court entered an opinion and order granting defendants' motion and dismissed the complaint in its entirety. The claims under Sections 11, 12(a)(2), and 15 of the Securities Act and Section 14(a) of the Exchange Act were dismissed with prejudice. The claims under Sections 10(a) and 20(a) of the Exchange Act were dismissed with leave to file a further amended complaint which plaintiffs filed on April 14, 2023. Defendants moved to dismiss the amended complaint and briefing on the motion was completed on June 23, 2023. The motion is currently pending before the Court.

In November 2021, an alleged purchaser of CVRs filed a complaint in the Supreme Court of the State of New York for New York County asserting claims on behalf of a putative class of CVR acquirers for violations of sections 11(a) and 12(a)(2) of the Securities Act of 1933. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, and certain BMS officers who signed the registration statement. Defendants have moved to stay the action pending resolution of the federal action or, in the alternative, to dismiss the complaint. In lieu of responding to the motion, the plaintiff filed an amended complaint on June 15, 2023. Defendants again filed a motion to stay or, in the alternative, to dismiss the amended complaint on July 13, 2023.

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of sections 11(a), 12(a)(2), and 15 of the Securities Act. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, certain BMS officers who signed the registration statement and Celgene's former chairman and chief executive officer. Defendants moved to stay the action pending resolution of the federal action and, in the alternative, to dismiss the complaint. On February 17, 2023, the Court granted defendants' motion to stay and declined to reach the merits of defendants' motion to dismiss. The Court deemed the action stayed pending resolution of the federal action, subject to plaintiff's right to seek to vacate the stay should changed circumstances warrant such relief, and filed a written order staying the case for 200 days.

No trial dates have been scheduled in any of the above CVR Litigations.

OTHER LITIGATION

IRA Litigation

On June 16, 2023, BMS filed a lawsuit against the U.S. Department of Health & Human Services and the Centers for Medicare & Medicaid Services, et al., challenging the constitutionality of the IRA. A program in the IRA requires pharmaceutical companies, like BMS, under the threat of significant penalties, to sell their most innovative and effective medicines at government-dictated prices. BMS argues that this program violates the Fifth Amendment, which requires the government to pay just compensation if it takes property for public use, by requiring pharmaceutical manufacturers to provide innovative medicines to third parties at prices set by the government, without any requirement that those prices reflect fair market value. BMS also argues that the IRA violates the First Amendment right to free speech by requiring manufacturers to state ~~court~~publicly that the government's price setting is a true negotiation that resulted in ~~Delaware.~~a fair price, even if it was not.

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 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 did not resolve the claims of certain entities that opted out of the settlement, and who have since filed new suits advancing related theories. As described below, those suits, together with a suit by certain specialty pharmacies and a new putative class action suit, are pending.

In March 2019, Humana Inc. ("Humana"), which opted out of ~~October 2017, there~~the above settlement, 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 now settled Thalomid and Revlimid antitrust class action litigation. The complaint purports to assert claims on behalf of Humana 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 May 2019, Celgene filed a motion to dismiss Humana's complaint. In April 2022, the Court issued an order denying Celgene's motion to dismiss. That order addressed only Celgene's argument that certain of Humana's claims were barred by the statute of limitations. The Court's order did not address Celgene's other grounds for dismissal and instead directed Celgene to present those arguments in a renewed motion to dismiss following the filing of amended complaints. In May 2022, Humana filed an amended complaint against Celgene and BMS asserting the same claims based on additional factual allegations. Celgene and BMS subsequently filed a motion to dismiss Humana's amended complaint, which was fully briefed in November 2022. No trial date has been scheduled.

United HealthCare Services, Inc. ("UHS"), Blue Cross Blue Shield Association ("BCBSA"), BCBSM Inc., Health Care Service Corporation ("HCSC"), Blue Cross and Blue Shield of Florida Inc., Cigna Corporation ("Cigna"), Molina Healthcare, Inc. ("Molina") and several MSP related entities (MSP Recovery Claims, Series LLC; MSPA Claims 1, LLC; MAO-MSO Recovery II, LLC, Series PMPI, a segregated series of MAO-MSO Recovery II, LLC; MSP Recovery Claims Series 44, LLC; MSP Recovery Claims PROV, Series LLC; and MSP Recovery Claims CAID, Series LLC (together, "MSP")) filed lawsuits making largely the same claims and allegations as were made in the now settled class action litigation and in the Humana opt-out action. Certain of the matters have made additional claims related to copay assistance for Thalomid and Revlimid. These cases are ~~over 150 cases~~now pending in the ~~MDL~~U.S. District Court for the District of New Jersey. Celgene and ~~state courts~~BMS's motion to dismiss the Humana amended complaint applies to these other opt‑out actions as well, and these other opt‑out actions will proceed as described above with respect to that Humana opt-out action. No trial dates have 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 ~~United States~~now settled class action litigation. In June 2022, the San Francisco Superior Court dismissed 63 of Molina’s claims, which Molina later reasserted in the District of New Jersey as described above, and ~~one pending~~stayed the remaining 4 claims. No activity is expected in ~~Canada. Over 80 cases~~this case until disposition of the New Jersey actions.

Certain other entities that opted out of the now‑settled class action have also filed summonses related to two actions in the Philadelphia County Court of Common Pleas in connection with the allegations made by Humana and other opt‑out entities. Those actions have been ~~dismissed~~placed in deferred status pending further developments in the above opt‑out cases.

In November 2022, certain specialty pharmacies filed an action as direct purchasers against Celgene, BMS, and certain generic manufacturers in the U.S. District Court for the District of New Jersey. The action makes largely the same claims and allegations against Celgene and BMS as were made with ~~prejudice by~~respect to Revlimid in the ~~MDL. Plaintiffs~~now settled class action litigation, and seek injunctive relief and damages under the Sherman Antitrust Act. Also in November 2022, a putative class of end-payor plaintiffs filed an action against Celgene, BMS, and certain generic manufacturers in the U.S. District Court for the District of New Jersey. The class complaint brings claims based on Celgene's allegedly anticompetitive settlements of Revlimid patent litigation, seeking damages under state antitrust and consumer protection laws and injunctive relief under federal antitrust law. Celgene, BMS and the generic defendants have ~~appealed some of~~filed consolidated motions to dismiss these two actions, and the ~~dismissed cases to~~motions were fully briefed in May 2023. No trial dates have been scheduled.

In May 2018, Humana filed a lawsuit against Celgene in the ~~Second~~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 ("NJ RICO"). The ~~plaintiffs allege,~~complaint seeks, among other things, ~~breaches~~treble and punitive damages, injunctive relief and attorneys' fees and costs. Humana subsequently dismissed its claims for breach of ~~fiduciary duty surrounding~~contract voluntarily. A trial for this matter began on January 31, 2023. On January 25, 2023, the ~~Company’s previously disclosed~~Court granted Celgene's summary judgment motion on Humana's claims for violations of NJ RICO and dismissed those claims. On March 2, 2023, following a multi-week trial, the jury returned a full defense verdict in Celgene's favor on Humana's claims of fraud and negligent misrepresentation. 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 complaint seeks damages for HPI's breach as well as a declaratory judgment. On February 14, 2023, the Court granted summary judgment in favor of Celgene on its breach of contract claims. In July 2023, BMS and Humana entered into a settlement agreement settling all outstanding claims in both the Kentucky and HPI litigations.

BeiGene Arbitration Matter

On July 5, 2017, Celgene Logistics Sàrl ("Celgene Logistics") and BeiGene, Ltd. (together with its assignees, "BeiGene"), entered into a License and Supply Agreement (the "LSA") pursuant to which BeiGene was granted, among other things, an exclusive license to distribute and commercialize Revlimid, Vidaza and Abraxane in China.

BeiGene initiated an arbitration proceeding against Celgene Logistics and BMS at the International Chamber of Commerce in June 2020, asserting various claims, including breach of contract under the LSA. In October ~~2015 civil settlement~~2021, Celgene Logistics delivered notice to BeiGene terminating the LSA with respect to Abraxane. A final hearing on the ~~Securities~~merits was held in June 2022, and ~~Exchange Commission~~the parties have completed post-hearing briefing and closing arguments.

MSK Contract Litigation

On April 1, 2022, Memorial Sloan Kettering Cancer Center and Eureka Therapeutics, Inc. (collectively, "Plaintiffs") filed a complaint against BMS, Celgene and Juno (collectively, "Defendants"). In June 2022, Plaintiffs filed an amended complaint. Plaintiffs allege that Defendants breached a license agreement by allegedly failing to use commercially reasonable efforts to develop, manufacture, and commercialize a certain chimeric antigen receptor product and by failing to pay Plaintiffs a running royalty of ~~alleged Foreign Corrupt Practices Act violations~~at least 1.5% of worldwide sales of Abecma allegedly owed to Plaintiffs under the license agreement. Defendants disagree with plaintiffs' claims, and filed a motion to dismiss the amended complaint in ~~China in which the Company agreed to a payment of approximately $14.7 million in disgorgement, penalties and interest. As of October 2017, all three of the lawsuits have~~July 2022. No trial date has been ~~dismissed. The Company received a notice of appeal for one of the lawsuits in September 2017.~~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 and Other Remediation Matters

With respect to CERCLA and other remediation matters for which ~~the Company~~BMS is responsible under various state, federal and ~~foreign~~international 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~~"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~~$84 million ~~at September~~as of June 30, ~~2017,~~2023, 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 footnotes 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 large pharmaceutical company with the speed, agility and focus on innovation oftypically found in the biotech industry. Our ~~four strategic~~ priorities are to ~~drive business performance,~~ continue to ~~build a strong franchise in IO, maintain a diversified~~renew and diversify our portfolio ~~both within~~through launching new medicines, advancing our early, mid and ~~outside of IO,~~late-stage pipeline, and ~~continue our~~executing disciplined ~~approach to capital allocation, including establishing partnerships~~business development. Our focus is on discovering, developing and ~~collaborations as an essential component of successfully~~ delivering transformational medicines for patients facing serious diseases in the following core therapeutic areas: (i) oncology with a priority in certain tumor types; (ii) hematology with opportunities to ~~patients.~~broaden our franchise and sustain a leadership position in multiple myeloma; (iii) immunology with priorities in relapsing multiple sclerosis, psoriasis, psoriatic arthritis, lupus, RA and inflammatory bowel disease, liver and lung; (iv) cardiovascular disease; and (v) neuroscience with a focus on neurodegenerative disease. We are working on accelerating our drug development and delivery of our innovative medicines to patients, enhancing our commercial operating model, as well as enhancing flexibility and reliability of our manufacturing network. We are committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. We remain committed to maintaining a strong investment grade credit rating and returning capital to shareholders. 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 our 2022 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 2023, we received approvals for initial and/or additional indications or formulations for the following marketed products both in the EU and Japan, which further expanded our geographical reach in immunology and hematology, including: (i) approvals in Japan and by the EC of Opdivo in combination with chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC (ii) EC approval of Camzyos for the treatment of symptomatic obstructive HCM; (iii) EC approval of Breyanzi for the treatment of diffuse large B-cell lymphoma; (iv) EC approval for Sotyktu for moderate-to-severe plaque psoriasis; and (v) EC approval for an additional indication for anemia associated with non-transfusion-dependent beta thalassemia for Reblozyl. In addition, we continue expanding our commercial CAR-T manufacturing network through the FDA approval of our Devens, MA facility in June 2023.

Our revenues ~~increased~~decreased by 8%4% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 due to lower Revlimid sales and 1% foreign exchange impact, partially offset by In-Line Products (primarily Opdivo and Eliquis) and New Product Portfolio (primarily Opdualag, Abecma and Reblozyl). The $0.81 increase in GAAP EPS primarily resulted from a deferred income tax benefit related to a non-U.S. tax ruling, lower equity investment losses in 2023, lower Acquired IPRD charges, partially offset by lower revenues. After adjusting for specified items, non-GAAP EPS decreased $0.09 as a result of ~~higher demand for our prioritized brands including~~ ~~Opdivo~~ ~~and~~ ~~Eliquis~~lower revenues, partially offset by ~~increased competition for established brands,~~lower Acquired IPRD charges, lower weighted-average common shares outstanding, higher interest income and royalties.

Our revenues decreased by 6% during the three months ended June 30, 2023 primarily~~Daklinza. The $0.10 decrease in GAAP EPS was~~ due to ~~higher license, asset acquisition~~lower Revlimid sales driven by generic erosion and ~~restructuring related charges~~an increase in patients receiving free drug product for Revlimid, and ~~lower divestiture related income. These items were partially offset by higher revenues, royalties~~to a lesser extent, Pomalyst, from the Bristol Myers Squibb Patient Assistance Foundation, a separate and ~~licensing income and the patent-infringement litigation settlement related~~independent 501(c)(3) entity 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.~~which BMS donates product.


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions, except per share data	2023		2022		2023		2022
Total Revenues	$	11,226	$	11,887	$	22,563	$	23,535

Diluted earnings per share
GAAP	$	0.99	$	0.66	$	2.06	$	1.25
Non-GAAP	1.75		1.93		3.80		3.89

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 ofrelating to our non-GAAP financial measures refer to “—"—Non-GAAP Financial Measures.”"

~~Puerto Rico Update~~

~~Like many others~~

Economic and Market Factors

Governmental Actions

Our products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls and discounting, changes to tax and importation laws and other restrictions in the U.S., the EU and other regions around the world that result in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. For example, some of the provisions of the IRA signed into law in August 2022, were as follows: (i) the government requires pharmaceutical ~~industry, we have manufacturing~~manufacturers like BMS, under the threat of significant penalties, to sell certain innovative Medicare Part D and ~~commercial operations~~Part B medicines at government-set discounted prices, (ii) manufacturers are to pay an inflation-based rebate for Medicare Part B and Part D medicines, and (iii) Medicare Part D redesign. In addition, there were changes made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations, and a (ii) a non-deductible 1% excise tax provision on net stock repurchases, to be applied to repurchases beginning in ~~Puerto Rico~~2023. Implementation of this legislation is expected to be carried out through upcoming actions by regulatory authorities, the outcome of which ~~were impacted by the recent hurricanes. Our two manufacturing sites sustained some damage but are currently operating at limited capacity.~~is uncertain. We continue to ~~work~~evaluate the impact of the IRA on our results of operations and it is possible that these changes may result in a material impact on our business and results of operations. See "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Other Litigation" for further information. Furthermore, countries are expected to ~~restore~~make changes to ~~normal operations. Our first priority was~~their tax laws and updates to ~~ensure~~international tax treaties to implement the ~~safety~~agreement by the Organization for Economic Co-operation and ~~well-being of our employees. We have accounted for 100% of our employees~~Development to establish a global minimum tax. See risk factors on these items included under "Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—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~~negatively affect our revenues and profit margins" and "—Changes to ~~date despite very challenging conditions with no supply disruption to date. In addition, we do not foresee any product supply issues. Although~~tax regulations could negatively impact our ~~financial results for the quarter were not significantly impacted, we will continue to monitor and assess the ongoing effects.~~earnings" in our 2022 Form 10-K.

Significant Product and Pipeline Approvals

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

2023 as of July 27, 2023:



Product	Date	Approval


Opdivo			~~September 2017~~June 2023			~~FDA~~ EC approval of Opdivo in combination with platinum-based chemotherapy for the neoadjuvant treatment of resectable NSCLC at a high risk of recurrence in adult patients with tumor cell PD-L1 expression > 1%.


Camzyos			June 2023			EC approval of Camzyos for the treatment of ~~patients with HCC, a type of liver cancer, who have been previously treated with sorafenib.~~symptomatic (New York Heart Association, class II-III) obstructive HCM.


~~September 2017~~Breyanzi		~~Approval in Japan for the treatment~~May 2023	EC approval of ~~unresectable advanced or recurrent gastric cancer which has progressed after chemotherapy, received by our alliance partner, Ono.~~
~~August 2017~~	~~FDA approval~~Breyanzi for the treatment of adult ~~and pediatric~~ patients with ~~MSI-H~~diffuse large B-cell lymphoma, high grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B, who relapsed within 12 months from completion of, or ~~dMMR mCRC that has progressed following treatment with a fluoropyrimidine, oxaliplatin and irinotecan.~~are refractory to, first-line chemoimmunotherapy.


~~June 2017~~Opdivo			March 2023			Japan's Ministry of Health, Labour and Welfare approval of Opdivo plus chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC.


Sotyktu			March 2023			EC approval of Sotyktu for the treatment of ~~patients~~adults with ~~previously treated locally advanced unresectable or metastatic urothelial carcinoma, a type of bladder cancer, in adults after failure of platinum-containing~~moderate-to-severe plaque psoriasis who are candidates for systemic therapy.


~~April 2017~~Reblozyl			March 2023	EC approval of Reblozyl 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 of anemia associated with ~~HCV genotypes 1-6 infection.~~non-transfusion-dependent beta thalassemia.

Refer to "—Product and Pipeline Developments" for ~~all of~~ the developments in our marketed products and late-stage pipeline ~~in 2017.~~since the start of the second quarter of 2023.

~~Acquisitions~~Divestitures, Licensing and ~~Licensing~~Other Arrangements

Acquisition and licensing transactions 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 are summarized below.

Refer to "Item 1. Financial Statements—Note 3. Alliances" and "—Note 4. ~~Acquisitions,~~ Divestitures, Licensing and ~~Licensing~~Other Arrangements" for ~~further information.~~information on significant divestitures, licensing and other arrangements.

~~Halozyme~~

In the third quarter of 2017, BMS and Halozyme announced a global collaboration and license agreement to develop subcutaneously administered BMS IO medicines using Halozyme's ENHANZE* drug-delivery technology. This transaction is expected to close in the fourth quarter of 2017 subject to obtaining customary regulatory and antitrust approvals.

~~IFM~~

~~In the third quarter of 2017, BMS acquired all~~RESULTS OF OPERATIONS

Regional Revenues

The composition of the ~~outstanding shares of IFM, a private biotechnology company focused on developing therapies that modulate novel targets~~changes in revenues was as follows:


	Three Months Ended June 30,								Six Months Ended June 30,
Dollars in millions	2023		2022		% Change		Foreign Exchange(b)		2023		2022		% Change		Foreign Exchange(b)
United States	$	7,891	$	8,268	(5)	%	—		$	15,924	$	15,962	—		—
International	3,160		3,427		(8)	%	(2)	%	6,309		7,154		(12)	%	(3)	%

Other(a)	175		192		(9)	%	—		330		419		(21)	%	—
Total	$	11,226	$	11,887	(6)	%	(1)	%	$	22,563	$	23,535	(4)	%	(1)	%

(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 ~~innate immune system~~prior period average currency rates 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.~~current period sales.

~~Biogen~~

InUnited States

•U.S. revenues decreased 5% during 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.~~

~~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 )%


~~(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.~~

~~U.S. revenues increased in both periods~~2023 primarily due to ~~higher demand~~lower Revlimid sales driven by generic erosion and an increase in patients receiving free drug product for ~~Eliquis~~Revlimid, and ~~Opdivo~~ to a lesser extent, Pomalyst, from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates product,partially offset by our New Product Portfolio andIn-Line Products. Year-to-date, lower ~~demand for established brands due to increased competition, primarily~~ ~~Daklinza~~Revlimid saleswas fully offset by New Product Portfolio andIn-Line Products. 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 1% year-to-date compared to the ~~prior~~same period a year ~~period. Refer to “—Product Revenues” below for additional information.~~ago.

~~Europe~~

International

•International revenues ~~increased in both periods~~decreased 8% during the second quarter of 2023 and 12% year-to-date primarily due to ~~higher demand for~~ ~~Opdivo~~Revlimid and Eliquis generic erosion, lower average net selling prices and ~~Eliquis~~foreign exchange, partially offset by ~~lower demand for~~ ~~Daklinza~~ ~~due to increased competition~~.Opdivo and New Product Portfolio.

~~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 or 2016.~~2023 and 2022. 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	2023			2022			% Change		2023			2022			% Change
Gross product sales	$	18,111		$	17,299		5	%	$	35,399		$	33,949		4	%
GTN adjustments
Charge-backs and cash discounts	(2,279)			(1,750)			30	%	(4,370)			(3,513)			24	%
Medicaid and Medicare rebates	(3,143)			(2,624)			20	%	(5,625)			(4,708)			19	%
Other rebates, returns, discounts and adjustments	(1,772)			(1,440)			23	%	(3,439)			(2,935)			17	%
Total GTN adjustments	(7,194)			(5,814)			24	%	(13,434)			(11,156)			20	%
Net product sales	$	10,917		$	11,485		(5)	%	$	21,965		$	22,793		(4)	%

GTN adjustments percentage	40		%	34		%	6	%	38		%	33		%	5	%
U.S.	45		%	38		%	7	%	43		%	38		%	5	%
Non-U.S.	20		%	16		%	4	%	19		%	16		%	3	%

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~~$11 million and ~~$143~~$98 million infor the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~$123 million and $197 million for the three and six months ended June 30, 2022, respectively. 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 product mix and higher ~~U.S.~~ ~~Eliquis~~ ~~gross product sales, which has a relatively high GTN adjustment percentage.~~government channel rebates.

Product Revenues


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in millions	2023		2022		% Change		2023		2022		% Change
In-Line Products
Eliquis	$	3,204	$	3,235	(1)	%	$	6,627	$	6,446	3	%
U.S.	2,340		2,192		7	%	4,894		4,339		13	%
Non-U.S.	864		1,043		(17)	%	1,733		2,107		(18)	%

Opdivo	2,145		2,063		4	%	4,347		3,986		9	%
U.S.	1,230		1,205		2	%	2,520		2,304		9	%
Non-U.S.	915		858		7	%	1,827		1,682		9	%

Pomalyst/Imnovid	847		908		(7)	%	1,679		1,734		(3)	%
U.S.	570		616		(7)	%	1,115		1,173		(5)	%
Non-U.S.	277		292		(5)	%	564		561		1	%

Orencia	927		876		6	%	1,691		1,668		1	%
U.S.	707		654		8	%	1,269		1,246		2	%
Non-U.S.	220		222		(1)	%	422		422		—

Sprycel	458		544		(16)	%	887		1,027		(14)	%
U.S.	328		372		(12)	%	623		677		(8)	%
Non-U.S.	130		172		(24)	%	264		350		(25)	%

Yervoy	585		525		11	%	1,093		1,040		5	%
U.S.	369		326		13	%	683		637		7	%
Non-U.S.	216		199		9	%	410		403		2	%

Mature and other products	472		512		(8)	%	939		1,049		(10)	%
U.S.	197		194		2	%	379		374		1	%
Non-U.S.	275		318		(14)	%	560		675		(17)	%

Total In-Line Products	8,638		8,663		—		17,263		16,950		2	%
U.S.	5,741		5,559		3	%	11,483		10,750		7	%
Non-U.S.	2,897		3,104		(7)	%	5,780		6,200		(7)	%


														Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions													Dollars in millions	2023	2022	% Change		2023	2022	% Change
New Product Portfolio													New Product Portfolio
Reblozyl													Reblozyl	234	172	36	%	440	328	34	%
U.S.													U.S.	179	144	24	%	337	278	21	%
Non-U.S.													Non-U.S.	55	28	96	%	103	50	*

Abecma													Abecma	132	89	48	%	279	156	79	%
U.S.													U.S.	115	72	60	%	233	128	82	%
Non-U.S.													Non-U.S.	17	17	—		46	28	64	%

Opdualag													Opdualag	154	58	*		271	64	*
U.S.													U.S.	152	58	*		268	64	*
Non-U.S.													Non-U.S.	2	—	N/A		3	—	N/A

Zeposia													Zeposia	100	66	52	%	178	102	75	%
U.S.													U.S.	75	48	56	%	127	69	84	%
Non-U.S.													Non-U.S.	25	18	39	%	51	33	55	%

Breyanzi													Breyanzi	100	39	*		171	83	*
U.S.													U.S.	83	33	*		141	74	91	%
Non-U.S.													Non-U.S.	17	6	*		30	9	*

Onureg													Onureg	44	32	38	%	78	55	42	%
U.S.													U.S.	31	25	24	%	56	44	27	%
Non-U.S.													Non-U.S.	13	7	86	%	22	11	100	%

Inrebic													Inrebic	27	23	17	%	52	41	27	%
U.S.													U.S.	19	20	(5)	%	36	35	3	%
Non-U.S.													Non-U.S.	8	3	*		16	6	*

Camzyos													Camzyos	46	3	*		75	3	*
U.S.													U.S.	46	3	*		75	3	*
Non-U.S.													Non-U.S.	—	—	N/A		—	—	N/A

Sotyktu													Sotyktu	25	—	N/A		41	—	N/A
U.S.													U.S.	24	—	N/A		39	—	N/A
Non-U.S.													Non-U.S.	1	—	N/A		2	—	N/A

Total New Product Portfolio													Total New Product Portfolio	862	482	79	%	1,585	832	91	%
U.S.													U.S.	724	403	80	%	1,312	695	89	%
Non-U.S.													Non-U.S.	138	79	75	%	273	137	99	%

Total In-Line Products and New Product Portfolio													Total In-Line Products and New Product Portfolio	9,500	9,145	4	%	18,848	17,782	6	%
U.S.													U.S.	6,465	5,962	8	%	12,795	11,445	12	%
Non-U.S.													Non-U.S.	3,035	3,183	(5)	%	6,053	6,337	(4)	%

	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2017		2016		% Change		2017		2016		% Change
Prioritized Brands
Opdivo	$	1,265	$	920	38	%	$	3,587	$	2,464	46	%
U.S.	778		712		9	%	2,307		1,949		18	%
Non-U.S.	487		208		**		1,280		515		**

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	%
U.S.	39		36		8	%	112		97		15	%
Non-U.S.	21		5		**		56		6		**

Established Brands
Hepatitis C Franchise	73		379		(81	)%	347		1,352		(74	)%
U.S.	24		192		(88	)%	96		745		(87	)%
Non-U.S.	49		187		(74	)%	251		607		(59	)%

Baraclude	264		306		(14	)%	819		896		(9	)%
U.S.	14		17		(18	)%	40		49		(18	)%
Non-U.S.	250		289		(13	)%	779		847		(8	)%

Sustiva Franchise	183		275		(33	)%	555		819		(32	)%
U.S.	157		234		(33	)%	471		689		(32	)%
Non-U.S.	26		41		(37	)%	84		130		(35	)%

Reyataz Franchise	174		238		(27	)%	555		706		(21	)%
U.S.	85		125		(32	)%	260		367		(29	)%
Non-U.S.	89		113		(21	)%	295		339		(13	)%

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	)%


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in millions	2023		2022		% Change		2023	2022	% Change









































Recent LOE Products(a)
Revlimid	1,468		2,501		(41)	%	3,218	5,298	(39)	%
U.S.	1,237		2,130		(42)	%	2,778	4,168	(33)	%
Non-U.S.	231		371		(38)	%	440	1,130	(61)	%

Abraxane	258		241		7	%	497	455	9	%
U.S.	189		176		7	%	351	349	1	%
Non-U.S.	69		65		6	%	146	106	38	%

Total Recent LOE Products	1,726		2,742		(37)	%	3,715	5,753	(35)	%
U.S.	1,426		2,306		(38)	%	3,129	4,517	(31)	%
Non-U.S.	300		436		(31)	%	586	1,236	(53)	%

Total Revenues	$	11,226	$	11,887	(6)	%	22,563	23,535	(4)	%
U.S.	7,891		8,268		(5)	%	15,924	15,962	—
Non-U.S.	3,335		3,619		(8)	%	6,639	7,573	(12)	%

* Change in excess of 100%.

(a) Recent LOE Products includes products with significant decline in revenue from a prior reporting period as a result of a loss of exclusivity.

Eliquis (apixaban)— an oral Factor Xa inhibitor, indicated for the reduction in risk of stroke/systemic embolism in NVAF and for the treatment of DVT/PE and reduction in risk of recurrence following initial therapy.

•U.S. revenuesincreased 7% during the second quarter of 2023 and primarily due to higher demand, partially offset by lower average net selling prices, including GTN adjustments in 2023.

•U.S. revenues increased 13% year-to-date primarily due to higher demand. Eliquis growth rates were lower in the second quarter of 2023 compared to year-to-date primarily due to lower average net selling prices resulting from changes in payer channel mix. A majority of Eliquis patients enter the coverage gap during the third and fourth quarters which is expected to result in lower revenues during the second half of the year.

•International revenues decreased 17% during the second quarter of 2023 and 18% year-to-date primarily due to lower average net selling price and generic erosion in Canada and the UK. Year-to-date was also impacted by foreign exchange of 3%. Excluding foreign exchange impacts, revenues decreased by 17% and 15%, respectively.

•Following the May 2021 expiration of regulatory exclusivity for Eliquis in Europe, and court decisions in (i) the United Kingdom finding the UK apixaban composition of matter patent and related SPC invalid and (ii) the Netherlands denying a BMS request for a preliminary injunction that would have prevented an at-risk generic launch, generic manufacturers have begun marketing generic versions of Eliquis in the UK and the Netherlands, and may seek to market generic versions of Eliquis in additional countries in Europe, prior to the expiration of our patents, which has led to additional infringement and invalidity actions involving our Eliquis patents being filed in various countries in Europe. Most recently, in France, Norway and Sweden, courts held in BMS's favor, confirming the validity of the composition of matter patent and related SPCs in those countries. 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 18. 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,~~CRC, head and neck, ~~kidney, liver,~~RCC, HCC, lung, melanoma, ~~and~~MPM, stomach and ~~continues to be investigated~~esophageal cancer. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC and various gastric and esophageal cancers. 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~~2% during the second quarter of 2023 primarily due to higher ~~demand. We expect~~average net selling prices.

•U.S. revenues increased ~~competition~~9% year-to-date due to higher demand across multiple indications and to a lesser extent higher average net selling prices. The higher demand was related to the following indications: the Opdivo+Yervoy combinations for NSCLC, various gastric, esophageal and bladder cancers. Opdivo growth rates were lower during the second quarter of 2023 compared to ~~continue in the future.~~

year-to-date primarily due to customer buying patterns.

•International revenues increased ~~in both periods~~7% during the second quarter of 2023 and 9% year-to-date due to higher demand as a result of additional indication launches and core indications partially offset by foreign exchange impacts of ~~additional indications~~3% and ~~approvals in new countries.~~5%, respectively, and lower average net selling prices. Excluding foreign exchange impacts, revenues increased 10% and 14%, respectively.

~~Eliquis(apixaban)~~

Pomalyst/Imnovid (pomalidomide) — ~~an oral Factor Xa inhibitor, targeted at stroke prevention in adult~~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 ~~non-valvular atrial fibrillation~~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 ~~prevention~~last therapy.

•U.S. revenues decreased 7% during the second quarter of 2023 and ~~treatment~~5% year-to-date due to an increase in the number of ~~venous thromboembolic disorders.~~patients receiving free drug product from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates products, partially offset by higher average net selling prices.

•International revenues decreased 5% during the second quarter of 2023 primarily due to lower average net selling prices and ~~international~~foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues decreased by 4%.

•International revenues increased ~~in both periods~~1% year-to-date primarily due to higher demand ~~resulting from~~partially offset by lower average net selling prices and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased ~~commercial acceptance of novel oral anticoagulants and market share gains.~~by 4%.

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 ~~in both periods~~8% during the second quarter of 2023 and 2% year-to-date primarily due to higher demand partially offset by lower average net selling prices.

•International revenues decreased 1% during the second quarter of 2023 due to lower average net selling prices and foreign exchange impacts of 3%, partially offset by higher demand. Excluding foreign exchange impacts, revenues increased by 2%.

•International revenues remained constant year-to-date with higher demand being offset by foreign exchange impacts of 6% and lower average net selling prices. Excluding foreign exchange impacts, revenues increased by 6%.

•BMS is not aware of any Orencia biosimilars on the market in ~~both periods due to higher demand.~~the U.S., EU and Japan. Formulation and additional patents expire in 2026 and beyond.

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).~~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 in both periods~~decreased 12% during the second quarter of 2023 and 8% year-to-date primarily due to ~~higher demand.~~lower average net selling prices.

•International revenues ~~increased in both periods~~decreased 24% during the second quarter of 2023 and 25% year-to-date primarily due to ~~higher demand.~~lower demand as a result of generic erosion and foreign exchange impacts of 2% and 5%, respectively. Excluding foreign exchange impacts, revenues decreased by 22% and 20%, respectively.

•In the U.S., BMS entered into settlement agreements with certain third parties to sell generic dasatinib products beginning in September 2024, or earlier in certain circumstances. In the EU, generic dasatinib products have entered the market. In Japan, the composition of matter patent has been extended to 2024 for the treatment of non-imatinib-resistant CML, but generics have been approved for other indications.

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, MPM, RCC, CRC and esophageal cancer.

•U.S. revenues increased ~~in both periods~~13% during the second quarter of 2023 and 7% year-to-date due to higher demand.

•International revenues increased 9% during the second quarter of 2023 and 2% year-to-date primarily due to higher ~~demand.~~

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

~~Empliciti~~ ~~was launched in the U.S. in December 2015, in the EU in May 2016~~Mature and ~~in Japan in September 2016.~~

•International revenues decreased ~~in both periods~~14% during the second quarter of 2023 and 17% year-to-date primarily due to ~~out-licensing and divestiture of certain other brands and~~ continued generic ~~erosion.~~erosion, lower average net selling prices and foreign exchange impacts of 2% and 3%, respectively. Excluding foreign exchange impacts, revenues decreased by 12% and 14%, respectively.

New Product Portfolio

Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in adult patients with transfusion dependent and non-transfusion dependent beta thalassemia who require regular red blood cell transfusions and for the treatment of anemia failing an ESA in adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require RBC transfusions. Reblozyl was launched in November 2019.

•U.S. revenues increased 24% during the second quarter of 2023 and 21% year-to-date primarily due to higher demand.

Abecma (idecabtagene vicleucel) — is a B-cell maturation antigen-directed genetically modified autologous CAR–T cell therapy indicated 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. Abecma was launched in May 2021.

•U.S. revenues increased 60% during the second quarter of 2023 and 82% year-to-date primarily due to higher demand enabled by additional manufacturing capacity.

Opdualag (nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a LAG-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma. Opdualag was launched in March 2022.

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) — is a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with certain types of relapsed or refractory large B-cell lymphoma after one or more lines of systemic therapy. Breyanzi was launched in April 2021.

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.

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.

Camzyos (mavacamten) — a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic obstructive HCM to improve functional capacity and symptoms. Camzyos was launched in April 2022.

Sotyktu (deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy. Sotyktu was launched in September 2022.

Recent LOE Products

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 decreased 42% during the second quarter of 2023 and 33% year-to-date primarily due to generic erosion and an increase in the number of patients receiving free drug product from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates products, and to a lesser extent lower average net selling prices.

•International revenues decreased 38% during the second quarter of 2023 and 61% year-to-date primarily due to generic erosion across several European countries and to a lesser extent lower average net selling prices, as well as foreign exchange impacts of 2% in the second quarter and year-to-date. Excluding foreign exchange impacts, revenues decreased by 36% and 59%, respectively.

•In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide beginning in March 2022 or thereafter. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. In the EU, generic lenalidomide products have entered the market. Global revenues for Revlimid are expected to decline to approximately $5.5 billion in 2023.

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% during the second quarter of 2023 primarily due to higher branded sales resulting from lower authorized generic sales during the second quarter of 2023. U.S. revenues year-over-year remained relatively flat.

Estimated End-User Demand

Pursuant to the SEC Consent Order described under "— SEC Consent Order" in our ~~2016 Annual Report on~~2022 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. There were no products in the U.S. wholesaler distribution channel with estimated levels of inventory in excess of one month as of June 30, 2023. Estimated levels of inventory outside of the U.S. in the direct distribution channel in excess of one month on hand ~~for the following products~~ were not material to our results of operations as of the dates indicated. No U.S. products had 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~~ March 31, ~~2017. The level of inventory on hand was primarily due to the ordering patterns of pharmacists in France.~~2023.

~~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 account~~which accounted for approximately ~~95%~~85% of total gross sales of U.S. ~~products.~~products during the six months ended June 30, 2023. 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 Lenalidomide REMS (Revlimid) 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.

Camzyos is only available through a restricted program called the Camzyos REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive Camzyos.

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 for~~business during the ~~quarter~~six months ended ~~September~~June 30, ~~2017~~2023 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	2023		2022		% Change		2023		2022		% Change
Cost of products sold(a)	$	2,876	$	2,720	6	%	$	5,442	$	5,191	5	%
Marketing, selling and administrative	1,934		1,787		8	%	3,696		3,618		2	%
Research and development	2,258		2,321		(3)	%	4,579		4,581		—
Acquired IPRD	158		400		(61)	%	233		733		(68)	%
Amortization of acquired intangible assets	2,257		2,417		(7)	%	4,513		4,834		(7)	%
Other (income)/expense, net	(116)		284		*		(529)		933		*
Total Expenses	$	9,367	$	9,929	(6)	%	$	17,934	$	19,890	(10)	%

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 increased by $156 million in ~~both periods~~the second quarter of 2023 primarily due to product mix and higher CAR-T cell therapy inventory charges, partially offset by lower inventory purchase price adjustments and the elimination of the Puerto Rico excise tax.

Cost of products sold increased by $251 million year-to-date, primarily due to product mix, higher CAR-T cell therapy inventory charges, higher profit sharing and royalties ($212 million year-to-date) partially offset by lower inventory purchase price adjustments and the elimination of the Puerto Rico excise tax and foreign exchange.

Marketing, Selling and Administrative

Marketing, selling and administrative expense increased by $147 million in the second quarter of 2023 primarily due to higher ~~Eliquis~~ ~~profit sharing (approximately $150~~advertising, promotion and sales force costs to support new product launches, as well as higher consulting costs supporting corporate initiatives.

Marketing, selling and administrative expense increased $78 million year-to-date primarily due to higher advertising, promotion and ~~$520 million for the three and nine months ended September 30, 2017, respectively)~~sales force costs to support new product launches and higher ~~inventory~~consulting costs supporting corporate initiatives, partially offset by timing of charitable giving ($150 million).

Research and Development

Research and development expense decreased by $63 million in the second quarter of 2023 and $2 million year-to-date.

Acquired IPRD

Acquired IPRD charges ~~including a $70 million charge~~ resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
Mavacamten royalty extinguishment	$	—	$	295	$	—	$	295
Dragonfly milestone	—		—		—		175
Prothena opt-in license fee	55		—		55		—
Immatics upfront license fee	15		—		15		150
Evotec designation and opt-in license fees	40		—		90		—
BridgeBio upfront license fee	—		90		—		90
Other	48		15		73		23
Acquired IPRD charges	$	158	$	400	$	233	$	733

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $160 million in the second quarter of 2023 and $321 million year-to-date primarily due to Abraxane marketed product right being fully amortized in the fourth quarter of 2022.

Other (Income)/Expense, Net

Other (income)/expense, net changed by $400 million in the second quarter of 2023 and $1.5 billion year-to-date primarily due to equity investments, litigation and other settlements and other items discussed below.


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2023		2022		2023		2022
Interest expense	$	282	$	313	$	570	$	639
Royalty and licensing income	(340)		(287)		(703)		(593)
Royalty income - divestitures	(218)		(221)		(406)		(392)
Equity investment losses	58		308		213		952
Integration expenses	59		124		126		229
(Gain)/Loss on debt redemption	—		(9)		—		266
Divestiture gains	—		—		—		(211)
Litigation and other settlements	(7)		25		(332)		(12)
Investment income	(95)		(27)		(197)		(37)
Provision for restructuring	113		20		180		43
Other	32		38		20		49
Other (income)/expense, net	$	(116)	$	284	$	(529)	$	933

•Interest expense decreased in the second quarter of 2023 and year-to-date compared to 2022 due to additional debt maturities. Refer to "Item 1. Financial Statements and Supplementary Data—Note 10. Financing Arrangements" for further information.

•Royalties increased in the second quarter of 2023 and year-to-date primarily due to higher Keytruda* and diabetes business divestiture royalties. Refer to "Item 8. Financial Statements and Supplementary Data—Note 4. Divestitures, Licensing and Other Arrangements" for further information.

•Equity investments generated lower ~~expected HCV demand requirements. The nine months ended September 30, 2017 also included a $128 million impairment charge~~losses in the second quarter of 2023 and year-to-date compared to ~~reduce the carrying~~2022 primarily driven by fair value ~~of assets held-for-sale to their estimated~~adjustments for investments that have readily determinable fair value. Refer to "Item 1.8. Financial ~~Statements—Note 4. Acquisitions, Divestitures~~Statements and ~~Licensing 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 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 of an investigational compound which was part of our alliance 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* in the first quarter of 2017 as BMS 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 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.~~

~~Refer to "Item 1. Financial Statements—Note 4. Acquisitions, Divestitures and Licensing Arrangements, Note 5. Other (Income)/Expense, Note 6. Restructuring and~~ Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" for more information.

•Integration expenses decreased in the second quarter of 2023 and year-to-date primarily due to lower consulting fees to implement Celgene integration initiatives related to processes and systems.

•(Gain)/Loss on debt redemption resulted from the early redemption of long-term debt during the first six months ended June 30, 2022, as further ~~information.~~discussed in "Item 1. Financial Statements and Supplementary Data—Note 10. Financing Arrangements".

•Divestiture gains resulted from the divestiture of product rights for several mature products during the first quarter of 2022.

•Litigation and other settlements include $400 million of income related to the Nimbus' TYK2 program change of control provision and additional settlement costs related to commercial disputes regarding intellectual property matters during the first six months of 2023.

•Investment income increased during the second quarter of 2023 and year-to-date primarily due to higher interest rates.

•Provision for restructuring includes exit and other costs primarily related to certain restructuring activities including a new plan in 2023 discussed further in "Item 1. Financial Statements and Supplementary Data—Note 6. Restructuring".

Income Taxes


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in millions	2023			2022			2023			2022
Earnings before income taxes	$	1,859		$	1,958		$	4,629		$	3,645
Income tax (benefit)/provision	(218)			529			285			933
Effective tax rate	(11.7)		%	27.0		%	6.2		%	25.6		%

Impact of specified items	(28.6)		%	10.0		%	(10.0)		%	9.2		%
Effective tax rate excluding specified items	16.9		%	17.0		%	16.2		%	16.4		%

~~The jurisdictional~~Provision for income taxes in interim periods are determined based on the estimated annual effective tax rates and ~~other~~the tax ~~impacts attributed to R&D charges, divestiture transactions and other specified~~impact of discrete items ~~increased~~that are reflected immediately. The effective tax rate during the second quarter of 2023 was primarily impacted by a $656 million deferred income tax benefit following the receipt of a non-U.S. tax ruling regarding the deductibility of a statutory impairment of subsidiary investments. In addition, the effective tax rate during the first six months of 2023 was impacted by ~~3.7%~~jurisdictional earnings mix resulting from amortization of acquired intangible assets, equity investment losses, litigation and ~~3.1%~~other settlements, as well as releases of income tax reserves of $89 million related to the resolution of Celgene's 2009-2011 IRS audits, partially offset by the impact of changes in the ~~nine months ended September 30, 2017 and 2016, respectively. In addition, the adoption of amended income~~Puerto Rico tax ~~accounting guidance reduced~~decree that eliminated a previously creditable excise tax. Additional changes to the effective tax rate ~~by 2.1%~~may occur in ~~the nine months ended September 30, 2017 which was offset by earnings mix between high and low tax jurisdictions. Refer~~future periods due to ~~"Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards and Note 7. Income Taxes" for further information.~~

~~Comprehensive U.S. tax reform continues to be discussed and proposed,~~various reasons, including ~~among other items,~~ changes to the ~~corporate~~estimated pretax earnings mix and tax reserves and revised interpretations or changes to the relevant tax code.

The changes in the non-GAAP effective tax rate ~~a border adjustment~~were due to the changes in the aforementioned Puerto Rico tax decree, jurisdictional earnings mix and ~~changes to how~~ the ~~U.S. taxes foreign earnings. It is currently uncertain whether any~~tax reserve releases in the first quarter 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.2023.

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 past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. 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 purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, ~~R&D charges in connection with the acquisition or licensing~~(vi) costs of ~~third-party intellectual property rights,~~acquiring a priority review voucher, (vii) divestiture ~~and debt redemption~~ gains or losses, (viii) stock compensation resulting from acquisition-related equity awards, (ix) pension, ~~charges and~~ 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), (xi) income resulting from the change in control of the Nimbus Therapeutics TYK2 Program and (xii) 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 a non-U.S. tax ruling regarding the deductibility of a statutory impairment of subsidiary investments. 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 99.1 to our Form 8-K filed on July 27, 2023 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 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~~the related financial measures 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 consolidated 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	2023		2022		2023		2022








Inventory purchase price accounting adjustments	$	31	$	102	$	84	$	154


Site exit and other costs	36		43		37		43
Cost of products sold	67		145		121		197



Site exit and other costs	20		4		20		6
Marketing, selling and administrative	20		4		20		6

IPRD impairments	—		—		20		40
Priority review voucher	—		—		95		—
Inventory purchase price accounting adjustments	—		21		—		108

Site exit and other costs	6		—		6		—
Research and development	6		21		121		148

Amortization of acquired intangible assets	2,257		2,417		4,513		4,834

Interest expense(a)	(13)		(21)		(27)		(48)


Equity investment losses	58		307		208		950
Integration expenses	59		124		126		229
(Gains)/loss on debt redemption	—		(9)		—		266
Divestiture gains	—		—		—		(211)
Litigation and other settlements	—		—		(335)		(40)

Provision for restructuring	113		20		180		43





Other	—		42		(5)		42
Other (income)/expense, net	217		463		147		1,231

Increase to pretax income	2,567		3,050		4,922		6,416

Income taxes on items above	(311)		(321)		(604)		(719)



Income taxes attributed to non-U.S. tax ruling	(656)		—		(656)		—

Income taxes	(967)		(321)		(1,260)		(719)

Increase to net earnings	$	1,600	$	2,729	$	3,662	$	5,697

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

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	2023		2022		2023		2022
Net earnings attributable to BMS
GAAP	$	2,073	$	1,421	$	4,335	$	2,699
Specified items	1,600		2,729		3,662		5,697
Non-GAAP	$	3,673	$	4,150	$	7,997	$	8,396

Weighted-average common shares outstanding – diluted	2,102		2,149		2,107		2,157

Diluted earnings per share attributable to BMS
GAAP	$	0.99	$	0.66	$	2.06	$	1.25
Specified items	0.76		1.27		1.74		2.64
Non-GAAP	$	1.75	$	1.93	$	3.80	$	3.89

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, 2023		December 31, 2022
Cash and cash equivalents	$	8,372	$	9,123
Marketable debt securities – current	358		130

Total cash, cash equivalents and marketable debt securities	8,730		9,253
Short-term debt obligations	(3,020)		(4,264)
Long-term debt	(34,656)		(35,056)
Net debt position	$	(28,946)	$	(30,067)

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 and marketable securities held in the U.S. were approximately $200 million at September 30, 2017. Most of 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. We believe that our existing cash, cash equivalents and marketable debt securities, together with our ability to generate cash ~~generated~~ from operations and ~~issuance of commercial paper in the U.S. will be~~our access to short-term and long-term borrowings, are sufficient to satisfy our ~~normal~~existing and anticipated cash ~~requirements for at least the next few years,~~needs, including dividends, capital expenditures, milestone payments, working capital, ~~and maturities of long-term debt.~~

~~Management continuously evaluates the Company’s capital structure to ensure the Company is financed efficiently, which may result in the~~income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, as well as any debt repurchases through redemptions or tender offers. During the first six months of 2023, our net debt position decreased by $1.1 billion primarily driven by $4.9 billion of cash provided by operations partially offset by $3.5 billion of dividend payments and ~~debt securities, termination~~common stock repurchases.

During the first six months of ~~interest rate swap contracts prior to maturity and issuance~~2023, $1.9 billion of debt ~~securities.~~matured and was repaid including $750 million 2.750% Notes, $890 million 3.250% Notes and $239 million 7.150% Notes.

~~The Company~~Under our share repurchase program, we repurchased ~~$2.2 billion~~17 million shares of common stock ~~in 2017 through~~for $1.2 billion during the six months ended June 30, 2023. The remaining share repurchase capacity under the share repurchase program was $6.0 billion as of June 30, 2023. A $4.0 billion accelerated share repurchase ~~agreements, Rule 10b5-1 plans and open market purchases. The stock repurchases were funded by $1.5 billion of new long-term debt and cash. The Company repaid $750 million of long-term debt at maturity~~program was announced in July 2023, which is expected to be executed during the third quarter of 2017 and repurchased $337 million of long-term debt in the second quarter of 2017. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements and Note 15. Equity" for further information.2023.

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~~Dividends payments were ~~$1.9~~$2.4 billion ~~in each of~~during the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016. Dividends declared~~2023. Dividend paid per common share ~~were $1.17~~was $0.57 during the first and ~~$1.14 in the nine months ended September 30, 2017 and 2016, respectively. Dividend decisions are~~second quarters of 2023. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.

Annual capital expenditures ~~were $1.2 billion in 2016 and~~ are expected to be approximately ~~$1.0~~$1.2 billion and $1.5 billion in ~~2017~~2023 and ~~$900 million in 2018.~~2024, respectively. 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, we are constructing a new large-scale biologics manufacturing facility in Ireland that will produce multiple therapies for our growing biologics portfolio when completed in 2019.~~

Our investment portfolio includes non-current marketable 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 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~~There were 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~~our $5.0 billion revolving credit facility ~~at September~~as of June 30, ~~2017 or~~2023 and December 31, ~~2016.~~2022.

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 reduceUnder 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 long-term and short-term credit ratings assigned by Moody's Investors Service are A2 and Prime-1, respectively, with a negative long-term credit outlook. BMS's long-term and short-term credit ratings assigned by Standard & Poor's are A+ and A-1+, respectively, with a stable 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 long-term ratings reflect the agencies' opinion that we have a low default risk but are somewhat susceptible to adverse effects of changes in circumstances and economic conditions. Our short-term ratings reflect the agencies' opinion that we have good to extremely strong capacity for timely repayment. Any credit rating downgrade may affect the interest rate of any debtcommercial paper program, we may ~~incur,~~issue a maximum of $5.0 billion unsecured notes that have maturities of not more than 366 days from the ~~fair market value~~date of ~~existing debt and our ability to access the capital markets generally.~~issuance. There were no commercial paper borrowings outstanding as of June 30, 2023.

Cash Flows

The following is a discussion of cash flow activities:


	Six Months Ended June 30,
Dollars in millions	2023		2022
Cash flow provided by/(used in):
Operating activities	$	4,857	$	6,073
Investing activities	(539)		(194)
Financing activities	(5,223)		(9,173)

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, changesThe $1.2 billion decrease 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 impactedprovided 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 billion change in cash flow from~~ operating activities compared to ~~2016~~2022 was ~~primarily attributable to the following items in addition to increased sales and the timing of cash collections and payments in the ordinary course of 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.~~lower cash collections of $1.1 billion (net of rebates and discounts) and higher tax payments ($400 million), partially offset by lower nonrefundable advance payments for research and development services ($400 million).

Investing Activities

~~Cash requirements from investing activities include~~The $345 million increase in cash used for acquisitions, manufacturing and facility-related capital expenditures and purchases of marketable securities with maturities greater than 90 days reduced by proceeds from business divestitures (including royalties) and the sale and maturity of marketable securities.

~~The $2.5 billion change~~ in ~~cash flow from~~ investing activities compared to ~~2016~~2022 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~~changes in the amount of marketable debt securities held ($724 million), lower divestitures proceeds ($173 million) partially offset by lower Acquired IPRD payments and ~~investigational HIV business divestitures in 2016; and~~other investments (647 million).

~~Higher asset acquisition payments of approximately $400 million primarily due to the acquisition of IFM in 2017.~~

Financing Activities

~~Cash requirements from financing activities include~~The $4.0 billion decrease in 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 change~~ in ~~cash flow from~~ financing activities compared to ~~2016~~2022 was primarily ~~attributable to:~~

~~Higher repurchase~~due to lower repurchases of common stock ~~of $2.0 billion primarily due to the accelerated share repurchase agreements.~~($3.8 billion), lower net debt borrowings ($954 million), partially offset by lower proceeds from stock option exercises ($791 million).

~~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 of 2023:



Product	Indication	Date	Developments


Opdivo	~~Gastric~~Bladder	~~September 2017~~July 2023	~~Approval~~ Announced results from the sub-study of the Phase III CheckMate -901 trial which showed that Opdivo in ~~Japan~~combination with cisplatin-based chemotherapy followed by Opdivo monotherapy demonstrated statistically significant benefits in overall survival and progression-free survival compared to standard-of-care cisplatin-based combinations as a first-line treatment for patients with unresectable or metastatic urothelial carcinoma who are eligible for cisplatin-based chemotherapy, no new safety concerns have been identified.
	Melanoma	July 2023	Announced that the CHMP of the EMA has recommended approval of Opdivo as a monotherapy for the adjuvant treatment of adults and adolescents 12 years of age and older with completely resected stage IIB or IIC melanoma. The opinion is based on results from the Phase III CheckMate -76K trial.
	NSCLC	June 2023	Announced EC approval of Opdivo in combination with platinum-based chemotherapy for the neoadjuvant treatment of resectable NSCLC at a high risk of recurrence in adult patients with tumor cell PD-L1 expression > 1%. The approval is based on results from the Phase III CheckMate -816 trial.
	Prostate Cancer	July 2023	Announced that results from the Phase III CheckMate -7DX trial evaluating Opdivo in combination with docetaxel in patients with advanced or metastatic castration-resistant prostate cancer did not meet the primary endpoints of radiographic progressive free survival at final analysis, nor overall survival at an interim analysis. No safety concerns were reported. Based on the recommendation from the data monitoring committee, the Company has decided to discontinue the study.


Opdivo+Yervoy			NSCLC			June 2023			Announced four-year follow-up results from the Phase III CheckMate -9LA trial demonstrating durable, long-term survival benefits with Opdivo plus Yervoy with two cycles of chemotherapy compared to four cycles of chemotherapy alone in previously untreated patients with metastatic NSCLC.


Reblozyl			MDS			May 2023			Announced that the results from the Phase III COMMANDS trial evaluating Reblozyl versus epoetin alfa, an erythropoiesis-stimulating agent (ESA) for the treatment of ~~unresectable advanced~~anemia in adult patients with very low-, low- or ~~recurrent gastric cancer which~~intermediate-risk MDS who require red blood cell transfusions and are ESA-naïve, showed that nearly twice as many patients treated with Reblozyl, achieved transfusion independence with concurrent hemoglobin increase versus epoetin alfa, including clinically relevant subgroups. Reblozyl demonstrated a durable response rate with nearly 2.5 years median transfusion independence.


Product			Indication			Date			Developments


Reblozyl			MDS			May 2023			Announced that the FDA has ~~progressed after chemotherapy, received by~~accepted the sBLA and the EMA has validated the Type II Variation Application for Reblozyl to expand its current indication to include treatment of anemia without previous use of erythropoiesis-stimulating agents (ESA-naïve) in adult patients with very low- to intermediate-risk MDS who may require red blood cell transfusions. In the U.S., the FDA has granted the application Priority Review and assigned a PDUFA goal date of August 28, 2023. The submissions are based on results from the Phase III COMMANDS trial. In addition, the Japan's Ministry of Health, Labor and Welfare has accepted our New Drug Application (JNDA) for Reblozyl as a treatment of anemia in adult patients with MDS, including myelodysplastic/myeloproliferative neoplasm with ring sideroblasts and thrombocytosis, based on the MEDALIST trial, a Japan local Phase II trial, and the results of COMMANDS clinical trial.


Abecma			Multiple Myeloma			April 2023			Announced with our alliance partner, ~~Ono.~~2seventy bio, Inc., that the FDA accepted the sBLA for Abecma for the treatment of adult patients with relapsed and refractory multiple myeloma who have received an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. The FDA has assigned a PDUFA goal date of December 16, 2023. The EMA has also validated our Type II variation for the extension of indication for Abecma to treat adult patients with relapsed or refractory multiple myeloma who have received an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. Validation of the application confirms the submission is complete and begins the procedure and scientific assessment. In addition, the Japan's Ministry of Health, Labour and Welfare has accepted our sNDA for Abecma in patients who have received at least two prior therapies, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody, and have experienced disease progression or relapse after the last therapy. The three regulatory applications are based on results from the Phase III KarMMa-3 trial.


~~HCC~~Breyanzi	~~September 2017~~Lymphoma	May 2023	Announced results from the Phase I/II TRANSCEND CLL 004 trial evaluating Breyanzi in adults with relapsed or refractory chronic lymphocytic leukemia or small lymphocytic lymphoma showing that Breyanzi delivered statistically significant complete response rates in 18.4% of patients in the primary efficacy analysis set. Among patients who achieved a complete response, no disease progression or deaths were observed, with median duration of response not reached.
		May 2023	Announced EC approval of Breyanzi for the treatment of adult patients with diffuse large B-cell lymphoma, high grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B, who relapsed within 12 months from completion of, or are refractory to, first-line chemoimmunotherapy. The approval is based on results from the Phase III TRANSFORM trial.
		May 2023	Announced results from the Phase II TRANSCEND FL trial evaluating Breyanzi in patients with relapsed or refractory follicular lymphoma (FL) and the Phase I TRANSCEND NHL trial evaluating Breyanzi in patients with relapsed or refractory B-cell non-Hodgkin lymphoma, including mantle cell lymphoma (MCL) showing both studies met the primary endpoint of overall response rate, with Breyanzi demonstrating statistically significant and meaningful responses in relapsed or refractory FL and MCL.


Camzyos	Obstructive HCM	June 2023	Announced EC approval of Camzyos for the treatment of symptomatic (New York Heart Association, class II-III) obstructive HCM in adult patients. The approval is based on results from the Phase III EXPLORER-HCM and VALOR-HCM trials.
		June 2023	Announced FDA approval of the sNDA to add positive data from the Phase III VALOR-HCM trial to the U.S. Prescribing Information for Camzyos. Data added to the label showed that treatment with Camzyos significantly reduced the composite endpoint of guideline-based eligibility for septal reduction therapy (SRT) at Week 16 or the decision to proceed with SRT to or at Week 16.


milvexian			Thrombosis			May 2023			Announced with our alliance partner Janssen Pharmaceuticals Inc., that all three prospective indications for milvexian, an investigational oral factor XIa inhibitor, have been granted Fast Track Designation by the FDA. The designations cover all three indication-seeking studies within the Phase III Librexia development program: Librexia STROKE, Librexia ACS and Librexia AF, which are all dosing patients.


Product			Indication			Date			Developments


repotrectinib			NSCLC	May 2023	Announced that the FDA accepted the NDA for repotrectinib, a next-generation tyrosine kinase inhibitor for the treatment of patients with ~~HCC, a type of liver cancer, who have been previously treated with sorafenib.~~
~~mCRC~~	~~August 2017~~	~~FDA approval for the treatment of adult and pediatric patients with MSI-H or dMMR mCRC that has progressed following treatment with a fluoropyrimidine, oxaliplatin and irinotecan.~~
~~Melanoma~~	~~October 2017~~	~~Announced FDA accepted for priority review the Company's sBLA for~~ ~~Opdivo~~ ~~to treat patients with melanoma who are at high risk of disease recurrence following complete surgical resection. The FDA action date 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 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~~ROS1-positive locally advanced or metastatic ~~RCC, met its co-primary endpoint, demonstrating superior overall survival in intermediate- and poor-risk patients.~~NSCLC. The ~~combination also met a secondary endpoint of improved OS in all randomized patients. Based~~application is 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~~TRIDENT-1 trial. The FDA granted the application Priority Review and assigned a PDUFA goal date of November 27, 2023.

Critical Accounting Policies



~~Product~~	~~Indication~~	~~Date~~	~~Developments~~
~~Eliquis~~	~~NVAF~~	~~August 2017~~	~~Announced results from a real-world data 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 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* ~~in patients with metastatic castration-resistant prostate cancer is futile.~~

~~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~~"Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" in our ~~2016~~ ~~Annual Report on~~2022 Form 10-K. There have been no material changes to our critical accounting policies during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~.2023. 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”~~"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 our 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 and in relation to our ability to realize the projected benefits of our acquisitions of Celgene, MyoKardia and Turning Point, 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 prices, 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 marketing exclusivity of certain products and the outcome of contingencies such as legal proceedings and financial ~~results, which are based~~results. No forward-looking statement can be guaranteed. This Quarterly Report 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. We have included important factors in the cautionary statements included in this report and in the ~~2016~~ ~~Annual Report on~~Form 10-Q, our 2022 Form 10-K, particularly under ~~“Item~~the section "Item 1A. Risk Factors,”" and our other filings with the SEC, include 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~~"Item 7A. Quantitative and Qualitative Disclosures ~~About~~about Market ~~Risk”~~Risk" in our ~~2016~~ ~~Annual Report on~~2022 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, 2023, 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~~Company's internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2023, that have materially affected, or are reasonably likely to materially affect, the ~~Company’s~~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~~"Item 1. Financial Statements—Note 17.18. 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~~Company's 2022 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:~~2023:


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, 2023	8,774	$	69.58	—	$	6,919
May 1 to 31, 2023	13,363,617	67.98		13,310,986	6,014
June 1 to 30, 2023	74,267	64.69		—	6,014
Three months ended June 30, 2023	13,446,658			13,310,986

(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. Following this authorization, the Board subsequently approved additional authorizations, including most recently, in February 2020, January 2021 and December 2021, in the amount $5.0 billion, $2.0 billion and $15.0 billion, respectively, to the share repurchase authorization. The remaining share repurchase capacity under the program was approximately $6.0 billion as of June 30, 2023. Refer to "Item 8. Financial Statements and Supplementary Data—Note 17. Equity" in our 2022 Form 10-K for information on the share repurchase program.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Frequency of Say on Pay

As previously reported in our Form 8-K filed on May 4, 2023, the 2023 Annual Meeting of Shareholders was held on May 2, 2023 (the “2023 Annual Meeting”). The shareholders voted on the matters set forth in such Form 8-K, including Item (b)(3) related to the say-on-frequency advisory vote. Based on consideration of the voting results set forth in Item (b)(3) in the Form 8-K, and as was recommended with respect to this proposal by our Board of Directors in the proxy statement for the 2023 Annual Meeting, the Company’s Board of Directors has determined that an advisory vote by the shareholders regarding named executive officer compensation as set forth in the proxy statement will be conducted on an annual basis. This disclosure is intended to satisfy the requirements of Item 5.07(d) of Form 8-K.

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.~~ 31a.		~~Computation of Earnings to Fixed Charges.~~
~~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~~Onglyza is a trademark of ~~Bristol-Myers Squibb and Gilead Sciences, LLC;~~ ~~Byetta~~ ~~is 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;~~ AstraZeneca AB; Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck Sharp & Dohme ~~Corp.~~Corp; Otezla is a trademark of Amgen Inc.; and Plavix is a trademark of Sanofi; ~~Prostvac~~ Tecentriqis a trademark of ~~BN ImmunoTherapeutics~~Genentech, Inc.; ~~Rubraca~~ ~~is a trademark of Clovis Oncology, Inc. and~~ ~~Tybost~~ ~~is a trademark of Gilead Sciences Ireland UC.~~ 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~~2022 Form 10-K			Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2022			MCL	mantle cell lymphoma
~~AstraZeneca~~AML			~~AstraZeneca PLC~~acute myeloid leukemia			MDL	multi-district litigation
~~Biogen~~ANDA			~~Biogen Inc.~~
~~Cardioxyl~~	~~Cardioxyl Pharmaceuticals, Inc.~~
~~CML~~	~~chronic myeloid leukemia~~
~~CytomX~~	~~CytomX Therapeutics, Inc.~~
~~dMMR~~	~~DNA mismatch repair deficient~~
~~EPO~~	~~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~~	Abbreviated New Drug Application	MDS			myelodysplastic syndromes
~~NKT~~AstraZeneca			AstraZeneca PLC			MPM	malignant pleural mesothelioma
ASR			accelerated share repurchase			MyoKardia	MyoKardia, Inc.
BLA			Biologics License Application			NDA	New Drug Application
CAR-T			chimeric antigen receptor T-cell			NKT	natural killer T cells
~~NSCLC~~CD38			cyclic ADP ribose hydrolase			NSCLC	non-small cell lung cancer
~~NVAF~~Celgene			Celgene Corporation			NVAF	non-valvular atrial fibrillation
~~Ono~~Celgene and Other Acquisition Plans			~~Ono~~Restructuring and integration plan implemented as a result of the acquisition of Celgene in 2019, MyoKardia in 2020 and Turning Point in 2022			Nimbus	Nimbus Therapeutics
CERCLA			U.S. Comprehensive Environmental Response, Compensation and Liability Act			OTC	over-the-counter
Cheplapharm			Cheplapharm Arzneimittel GmbH			Otsuka	Otsuka Pharmaceutical Co., Ltd.
~~OTC~~CHMP			~~Over-the-counter~~Committee for Medicinal Products for Human Use			PD-1	programmed cell death protein 1
~~Padlock~~CML			~~Padlock~~chronic myeloid leukemia			PD-L1	programmed death-ligand 1
CRC			colorectal carcinoma			Pfizer	Pfizer, Inc.
Dragonfly			Dragonfly Therapeutics, Inc.			PsA	psoriatic arthritis
~~PD-1~~EC			~~programmed death receptor-1~~
~~PsA~~European Commission	~~active psoriatic arthritis~~
Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the ~~quarterly period~~quarter ended June 30, ~~2017~~2023
RAEMA			~~rheumatoid arthritis~~European Medicines Agency			R&D	research and development
~~RCC~~EPS			earnings per share			RA	rheumatoid arthritis
Exchange Act			the Securities Exchange Act of 1934			RBC	red blood cell
EU			European Union			RCC	renal cell carcinoma
~~R&D~~FASB			~~Research~~Financial Accounting Standards Board			REMS	risk evaluation and ~~Development~~mitigation strategy
~~sBLA~~FDA			U.S. Food and Drug Administration			Sanofi	Sanofi S.A.
FL			follicular lymphoma			sBLA	supplemental Biologics License Application
~~SCCHN~~GAAP			~~squamous cell carcinoma of the head and neck~~generally accepted accounting principles			sNDA	supplemental New Drug Application
~~SCLC~~GTN			~~small cell lung cancer~~
~~SEC~~gross-to-net	SEC			U.S. Securities and Exchange Commission
~~SK Biotek~~HCC			~~SK Biotek Co., Ltd.~~hepatocellular carcinoma			SPC	Supplementary Protection Certificate
UKHCM			~~United Kingdom~~hypertrophic cardiomyopathy			SRT	septal reduction therapy
~~U.S.~~Immatics			Immatics Biotechnologies GmbH.			Takeda	Takeda Pharmaceutical Company Limited
IPRD			in-process research and development			Turning Point	Turning Point Therapeutics, Inc.
IRA			Inflation Reduction Act of 2022			UC	ulcerative colitis
IRS			Internal Revenue Service			UK	United Kingdom
JIA			juvenile idiopathic arthritis			U.S.	United States
Juno			Juno Therapeutics, Inc.			USPTO	U.S. Patent and Trademark Office
LAG-3			lymphocyte activation gene-3			VAT	value added tax
LOE			loss of exclusivity

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 27, 2023

By:

~~By:~~

/s/ Giovanni Caforio, M.D.

Giovanni Caforio, M.D.

Chairman of the Board and Chief Executive Officer

Date:

~~October 26, 2017~~July 27, 2023

By:

~~By:~~

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

~~Charles Bancroft~~David V. Elkins

Chief Financial Officer



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


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




PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive Income			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			2132

Item 3.
Quantitative and Qualitative Disclosure About Market Risk			3449

Item 4.
Controls and Procedures			3450

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings			3450

Item 1A.
Risk Factors			3450

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			3450

Item 6.5.
~~Exhibits~~Other Information			3550

Item 6.
Exhibits			51

Summary of Abbreviated Terms			3652
Signatures			3753



	xFor the quarterly period ended June 30, 2023 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~~



	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



	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