Bristol-Myers Squibb 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 March 31, ~~2019~~2020 and December 31, ~~2018~~2019 and the results of operations and cash flows for the three months ended March 31, ~~2019~~2020 and ~~2018.~~2019. All intercompany balances and transactions have been eliminated. BMS's consolidated financial statements include the assets, liabilities, operating results and cash flows of Celgene from the date of acquisition on November 20, 2019. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, ~~2018~~2019 included in the ~~2018~~2019 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.

~~The Company~~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.”

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 business combinations; impairments of intangible assets; sales rebate and return accruals; legal contingencies; and income ~~taxes; and pension and postretirement benefits.~~taxes. Actual results may differ from estimates.

Certain reclassifications were made to conform the prior period ~~amounts were reclassified to conform~~interim consolidated financial statements to the current period presentation. ~~Equity investment gains previously presented in Other adjustments in the consolidated statements of cash flows is now presented separately.~~

In June 2016, the FASB issued amended guidance for the measurement of credit losses on financial instruments. Entities will be required to use a forward-looking estimated loss model. Available-for-sale debt security credit losses will be recognized as allowances rather than a reduction in amortized cost. ~~The~~BMS adopted the amended guidance ~~is effective January 1, 2020 with early adoption permitted in 2019~~ on a modified retrospective ~~approach.~~approach on January 1, 2020. The amended guidance isdid not ~~expected to materially~~ impact ~~the Company’s~~BMS’s results of operations.

The following table summarizes the disaggregation of revenue by nature:



	Three Months Ended March 31,
Dollars in Millions	2020		2019
Net product sales	$	10,541	$	5,713
Alliance revenues	105		129
Other revenues	135		78
Total Revenues	$	10,781	$	5,920

The following table summarizes GTN adjustments:



	Three Months Ended March 31,
Dollars in Millions	2020			2019
Gross product sales	$	14,686		$	7,994
GTN adjustments^(a)
Charge-backs and cash discounts	(1,340		)	(774		)
Medicaid and Medicare rebates	(1,498		)	(800		)
Other rebates, returns, discounts and adjustments	(1,307		)	(707		)
Total GTN adjustments	(4,145		)	(2,281		)
Net product sales	$	10,541		$	5,713

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



	Three Months Ended March 31,
Dollars in Millions	2020		2019
Prioritized Brands
Revlimid	$	2,915	$	—
Eliquis	2,641		1,925
Opdivo	1,766		1,801
Orencia	714		640
Pomalyst/Imnovid	713		—
Sprycel	521		459
Yervoy	396		384
Abraxane	300		—
Empliciti	97		83
Reblozyl	8		—
Inrebic	12		—

Established Brands
Baraclude	122		141
Vidaza	158		—
Other Brands^(a)	418		487
Total Revenues	$	10,781	$	5,920

United States	$	6,766	$	3,449
Europe	2,567		1,480
Rest of the World	1,335		874
Other^(b)	113		117
Total Revenues	$	10,781	$	5,920

Revenue recognized from performance obligations satisfied in prior periods was ~~$147~~$130 million and ~~$150~~$147 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for ~~gross-to-net~~GTN adjustments related to prior period sales. Contract assets were not material at March 31, 2020 and December 31, 2019.

BMS enters into collaboration arrangements with third parties for the ~~research,~~ development ~~manufacturing and/or~~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 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. BMS refers to these collaborations as alliances and its partners as alliance partners.

The nature, ~~and~~ purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the ~~Company's 2018~~2019 Form 10-K. ~~There were no significant~~Significant developments and updates related to alliances during ~~2019.~~the three months ended March 31, 2020 are set forth below.

8

Otsuka is no longer co-promoting Sprycel in the U.S. and the EU in 2020 and as a result, this arrangement is no longer considered a collaboration under ASC 808. Revenues earned and fees paid to Otsuka in the Oncology Territory in 2020 are not included in the table above.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Acquisitions

Business Combination

Celgene

On November 20, 2019, BMS completed the Celgene acquisition. The acquisition is expected to further position BMS as a leading biopharmaceutical company for sustained innovation and long-term growth and to address the needs of patients with cancer, inflammatory, immunologic or cardiovascular diseases through high-value innovative medicines and leading scientific capabilities. The transaction was accounted for as a business combination, which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price allocation is preliminary and subject to change, including the valuation of inventory, property, plant and equipment, intangible assets, income taxes and legal contingencies among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Measurement period adjustments increased goodwill by $22 million in the first quarter of 2020 due to purchase price allocation increases of $58 million to equity investments and $30 million to legal contingency liabilities, net of deferred income taxes.

8

Divestitures

The following table summarizes ~~proceeds, gains and royalty income resulting from divestitures.~~the financial impact of divestitures including royalties, which are included in Other expense/(income), net. Revenue and pretax earnings related to all divestitures and assets held-for-sale were not material in all periods presented (excluding divestiture ~~gains)~~gains or losses).


	Three Months Ended March 31,															Three Months Ended March 31,
	Proceeds^(a)				Divestiture Gains					Royalty Income						Net Proceeds^(a)				Divestiture Gains					Royalty Income
Dollars in Millions	2019		2018		2019		2018			2019			2018			2020		2019		2020			2019		2020			2019
Diabetes Business	$	164	$	88	$	—	$	—		$	(165	)	$	(162	)	$	153	$	164	$	—		$	—	$	(127	)	$	(165	)
Erbitux* Business	5		59		—		—			—			(47		)
Erbitux*																4		5		—			—		—			—
Manufacturing Operations	2		158		—		—			—			—			—		2		(1		)	—		—			—
Plavix* and Avapro/Avalide																7		—		(12		)	—		—			—
Mature Brands and Other	—		70		—		(45		)	(1		)	(1		)	31		—		(3		)	—		(31		)	(1		)
Total	$	171	$	375	$	—	$	(45	)	$	(166	)	$	(210	)	$	195	$	171	$	(16	)	$	—	$	(158	)	$	(166	)



	Three Months Ended March 31,
Dollars in Millions	2020			2019
Interest expense	$	362		$	45
Pension and postretirement	(4		)	44
Royalties and licensing income	(410		)	(308		)
Divestiture gains	(16		)	—
Acquisition expenses	—			165
Contingent consideration	556			—
Investment income	(61		)	(56		)
Integration expenses	174			22
Provision for restructuring	160			12
Equity investment losses/(gains)	339			(175		)
Litigation and other settlements	32			1
Transition and other service fees	(61		)	(2		)
Reversion excise tax	76			—
Other	16			(9		)
Other expense/(income), net	$	1,163		$	(261	)

Three Months Ended March 31,
Dollars in Millions 2019 2018
Interest expense $ 45

$ 46
Investment income (56 )
(36 )
Equity investment gains (175 )
(15 )
Provision for restructuring 12

20
Acquisition and integration expenses 187

—
Litigation and other settlements 1

—
Equity in net income of affiliates —

(24 )
Divestiture gains —

(45 )
Royalties and licensing income (308 )
(367 )
Transition and other service fees (2 )
(4 )
Pension and postretirement 44

(11 )
Intangible asset impairment —

64
Other (8 )
(28 )
Other income (net) $ (260 )
$ (400 )

A restructuring and integration plan is being implemented as an initiative to realize $2.5 billion of sustainable run-rate synergies resulting from cost savings and avoidance from the Celgene acquisition. The synergies are expected to be realized in Cost of products sold (10%), Marketing, selling and administrative expenses (55%) and Research and development expenses (35%). The majority of charges are expected to be incurred through 2022, and range between $2.8 billion to $3.0 billion. Cumulative charges of approximately $1.0 billion have been recognized including integration planning and execution expenses, employee termination benefit costs and accelerated stock-based compensation, contract termination costs and other shutdown costs associated with site exits. Cash outlays in connection with these actions are expected to be approximately $2.5 billion. Employee workforce reductions were approximately 600 for the three months ended March 31, 2020.

The following tables summarize the charges and activity related to the Celgene acquisition:



Dollars in Millions	Three Months Ended March 31, 2020
Employee termination costs	$	146
Other termination costs	4
Provision for restructuring	150
Integration expenses	174
Total charges^(a)	$	324



Dollars in Millions	Three Months Ended March 31, 2020
Liability at January 1	$	77
Charges	131
Change in estimates	1
Provision for restructuring^(a)	132
Foreign currency translation and other	6
Payments	(91		)
Liability at March 31	$	124

In October 2016, ~~the Company announced~~ a restructuring plan was announced to evolve and streamline ~~its~~BMS's operating model. The majority of ~~the~~ charges are expected to be incurred through 2020, range between ~~$1.5~~$1.6 billion to $2.0 billion. Cumulative charges of approximately $1.5 billion ~~and consist of~~have been recognized including employee termination benefit costs, contract termination costs, ~~plant and equipment~~ accelerated depreciation and impairment charges and other ~~shutdown~~ costs associated with ~~early~~ manufacturing and R&D site exits. The remaining charges are expected to result from additional site exit costs. Cash outlays in connection with these actions are expected to be approximately 40% to 50% of the total charges. Charges of approximately $1.1 billion have been recognized for these actions since the announcement. Restructuring charges are recognized upon meeting certain criteria, including finalization of committed plans, reliable estimates and discussions with local works councils in certain markets.

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

Three Months Ended March 31,
Dollars in Millions 2019 2018
Liability at December 31 $ 99
$ 186
Cease-use lease liability reclassification (3 ) —
Liability at January 1 96
186

Charges 15
20
Change in estimates (3 ) —
Provision for restructuring 12
20
Foreign currency translation —
5
Payments (45 ) (75 )
Liability at March 31 $ 63
$ 136



	Three Months Ended March 31,
Dollars in Millions	2020			2019
(Loss)/Earnings Before Income Taxes	$	(304	)	$	1,979
Provision for Income Taxes	462			264
Effective Tax Rate	(152.0		)%	13.3		%

Three Months Ended March 31,
Dollars in Millions 2019 2018
Earnings Before Income Taxes $ 1,979
$ 1,779
Provision for Income Taxes 264
284
Effective Tax Rate 13.3 % 16.0 %

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

It is also reasonably possible that the total amount of unrecognized tax benefits at March 31, ~~2019~~2020 could decrease in the range of approximately ~~$355~~$290 million to ~~$395~~$330 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 tax jurisdiction.



	Three Months Ended March 31,
Amounts in Millions, Except Per Share Data	2020			2019
Net (Loss)/Earnings Attributable to BMS Used for Basic and Diluted EPS Calculation	$	(775	)	$	1,710

Weighted-Average Common Shares Outstanding – Basic	2,258			1,634
Incremental Shares Attributable to Share-Based Compensation Plans	—			3
Weighted-Average Common Shares Outstanding – Diluted	2,258			1,637

(Loss)/Earnings per Common Share
Basic	$	(0.34	)	$	1.05
Diluted	(0.34		)	1.04

Three Months Ended March 31,
Amounts in Millions, Except Per Share Data 2019 2018
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation $ 1,710
$ 1,486

Weighted-average common shares outstanding - basic 1,634
1,633
Incremental shares attributable to share-based compensation plans 3
7
Weighted-average common shares outstanding - diluted 1,637
1,640

Earnings per share - basic $ 1.05
$ 0.91
Earnings per share - diluted 1.04
0.91

The total number of potential shares of common stock excluded from the diluted EPS computation because of the antidilutive impact was 138 million for the three months ended March 31, 2020.

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

As further described in “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements” in the Company's ~~2018~~2019 Form 10-K, 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 were no Level 3 financial assets~~

Contingent consideration obligations are recorded at their estimated fair values and these obligations are revalued each reporting period until the related contingencies are resolved. The contingent value rights are adjusted to fair value using the traded price of the securities at the end of each reporting period. The fair value measurements for other contingent consideration liabilities are estimated using probability-weighted discounted cash flow approaches that are based on significant unobservable inputs related to product candidates acquired in business combinations and are reviewed quarterly. These inputs include, as applicable, estimated probabilities and timing of achieving specified development and regulatory milestones, estimated annual sales and the discount rate used to calculate the present value of estimated future payments. Significant changes which increase or ~~liabilities~~decrease the probabilities of achieving the related development and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated annual sales would result in corresponding increases or decreases in the fair values of these obligations. The fair value of our contingent consideration as of March 31, ~~2019~~2020 was calculated using the following significant unobservable inputs:



	Ranges (weighted average) utilized as of:
Inputs	March 31, 2020
Discount rate	2.2% to 2.7% (2.4%)
Probability of payment	0% to 80% (2.6%)
Projected year of payment for development and regulatory milestones	2020 to 2029 (2022)
Projected year of payment for sales-based milestones and other amounts calculated as a percentage of annual sales	N/A

There were no transfers between levels 1, 2 and ~~December~~3 during the three months ended March 31, ~~2018.~~2020. The following table represents a roll-forward of the fair value of level 3 instruments:



Dollars in Millions	Three Months Ended March 31, 2020
Fair value as of January 1	$	106
Changes in estimated fair value	(36		)
Foreign exchange	(1		)
Fair value as of March 31	$	69

Changes in fair value of equity investments are included in Other ~~income (net).~~expense/(income), net. The following table summarizes ~~the Company's~~available-for-sale debt securities and equity ~~securities, classified as available-for-sale:~~investments:



	March 31, 2020									December 31, 2019
Dollars in Millions	Amortized Cost		Gross Unrealized							Amortized Cost		Gross Unrealized
Dollars in Millions	Amortized Cost		Gains		Losses			Fair Value		Amortized Cost		Gains		Losses			Fair Value
Certificates of deposit	$	1,062	$	—	$	—		$	1,062	$	1,227	$	—	$	—		$	1,227
Commercial paper	869		—		—			869		1,093		—		—			1,093
Corporate debt securities	1,216		11		(2		)	1,225		1,487		8		(1		)	1,494
	$	3,147	$	11	$	(2	)	3,156		$	3,807	$	8	$	(1	)	3,814

Equity investments								1,967									2,195
Total								$	5,123								$	6,009

March 31, 2019 December 31, 2018
Dollars in Millions Amortized Cost Gross Unrealized Amortized Cost Gross Unrealized
Gains Losses Fair Value Gains Losses Fair Value
Certificates of deposit $ 658
$ —
$ —
$ 658
$ 971
$ —
$ —
$ 971
Commercial paper 139
—
—
139
273
—
—
273
Corporate debt securities 1,876
—
(11 ) 1,865
2,416
—
(37 ) 2,379
$ 2,673
$ —
$ (11 ) $ 2,662
$ 3,660
$ —
$ (37 ) $ 3,623

Equity investments 436
479
Total $ 3,098
$ 4,102

Equity investments not measured at fair value and excluded from the above fair value table were limited partnerships and other equity method investments of ~~$126~~$424 million at March 31, ~~2019~~2020 and ~~$114~~$429 million at December 31, ~~2018~~2019 and other equity investments without readily determinable fair values of ~~$208~~$754 million at March 31, ~~2019~~2020 and ~~$206~~$781 million at December 31, ~~2018.~~2019. These amounts are included in Other non-current assets. Upward adjustments to equity investments without readily determinable fair values for the three months ended March 31, 2020 were $75 million resulting from observable price changes for similar securities for the same issuer and were recorded in Other expense/(income), net. Downward adjustments to equity investments without readily determinable fair values for the three months ended March 31, 2020 were $188 million due to the significant adverse change in the global economy during the period primarily caused by the COVID-19 pandemic.

The following table summarizes the net (loss)/gain recorded for equity investments with readily determinable fair values held as of March 31, ~~2019~~2020 and ~~2018:~~2019:

Three Months Ended March 31,
Dollars in Millions 2019 2018
Net gain/(loss) recognized $ 95
$ 15
Less: Net gain/(loss) recognized for equity investments sold 14
—
Net unrealized gain/(loss) on equity investments held $ 81
$ 15

Cash Flow Hedges — Foreign currency forward contracts are used to hedge certain forecasted intercompany inventory purchases and sales transactions and certain foreign currency transactions. The fair value for contracts designated as cash flow hedges isare temporarily reported in Accumulated other comprehensive loss and included in earnings when the hedged item affects earnings. Upon adoption of the amended guidance for derivatives and hedging, the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the derivatives qualifying as cash flow hedges component of Other Comprehensive (Loss)/Income. The net gain or loss on foreign currency forward contracts is expected to be reclassified to net earnings (primarily included in Cost of products ~~sold)~~sold and Other expense/(income), net) within the next 12 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro of ~~$1.0~~$1.7 billion and Japanese yen of ~~$508 million~~$1.2 billion at March 31, ~~2019.~~2020.

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

BMS may hedge a portion of its future foreign currency exposure by utilizing a strategy that involves both a purchased local currency put option and a written local currency call option that are accounted for as hedges of future sales denominated in that local currency. Specifically, BMS sells (or writes) a local currency call option and purchases a local currency put option with the same expiration dates and local currency notional amounts but with different strike prices. The premium collected from the sale of the call option is equal to the premium paid for the purchased put option, resulting in no net premium being paid. This combination of transactions is generally referred to as a “zero-cost collar.” The expiration dates and notional amounts correspond to the amount and timing of forecasted foreign currency sales. The foreign currency zero-cost collar contracts outstanding as of March 31, 2020 had settlement dates within 12 months. If the U.S. Dollar weakens relative to the currency of the hedged anticipated sales, the purchased put option value reduces to zero and we benefit from the increase in the U.S. Dollar equivalent value of our anticipated foreign currency cash flows; however, this benefit would be capped at the strike level of the written call, which forms the upper end of the collar.

Net Investment Hedges — Non-U.S. dollar borrowings of €950 million ($~~1.1~~1.0 billion) at March 31, ~~2019~~2020 are designated as net investment hedges to hedge euro currency exposures of the net investment in certain foreign ~~affiliates. These borrowings~~affiliates and are ~~designated as net investment hedges and~~ recognized in long-term debt. The effective portion of foreign exchange gain ~~or loss~~ on the remeasurement of euro debt was ~~$8 million gain in 2019 and $46 million loss in 2018 and were recorded~~included in the foreign currency translation component of Accumulated other comprehensive loss with the related offset in long-term debt.

Cross-currency interest rate swap contracts of $400 million at March 31, 2020 are designated to hedge Japanese yen currency exposure of BMS's net investment in its Japan subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of Other Comprehensive (Loss)/Income with a related offset in Other non-current assets or Other non-current liabilities.

Fair Value Hedges — Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR ~~(2.5%~~(1.0% as of March 31, ~~2019)~~2020) plus an interest rate spread of 4.6%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to ~~match those of~~align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. When the underlying swap is terminated prior to maturity, the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

The following table summarizes the fair value of outstanding derivatives:

The ~~following~~following table summarizes the financial statement classification and amount of ~~gain/(loss)~~(gain)/loss recognized on hedging instruments:



	Three Months Ended March 31, 2020
Dollars in Millions	Cost of products sold			Other expense/(income), net
Interest rate swap contracts	$	—		$	(7	)
Cross-currency interest rate swap contracts	—			(2		)
Foreign currency forward contracts	(23		)	(76		)
Foreign currency zero-cost collar contracts	—			(9		)



	Three Months Ended March 31, 2019
Dollars in Millions	Cost of products sold			Other expense/(income), net
Interest rate swap contracts	$	—		$	(5	)
Cross-currency interest rate swap contracts	—			(2		)
Foreign currency forward contracts	(30		)	9
Forward starting interest rate swap options	—			35

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

Short-term debt obligations include:



Dollars in Millions	March 31, 2020		December 31, 2019
Non-U.S. short-term borrowings	$	345	$	351
Current portion of long-term debt	3,261		2,763
Other	256		232
Total	$	3,862	$	3,346

Dollars in Millions March 31,
2019 December 31,
2018
Non-U.S. short-term borrowings $ 321
$ 320
Current portion of long-term debt —
1,249
Other 60
134
Total $ 381
$ 1,703

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



Dollars in Millions	March 31, 2020			December 31, 2019
Principal Value	$	44,310		$	44,335

Adjustments to Principal Value:
Fair value of interest rate swap contracts	25			6
Unamortized basis adjustment from swap terminations	168			175
Unamortized bond discounts and issuance costs	(271		)	(280		)
Unamortized purchase price adjustments of Celgene debt	1,873			1,914
Total	$	46,105		$	46,150

Current portion of long-term debt	$	3,261		$	2,763
Long-term debt	42,844			43,387
Total	$	46,105		$	46,150

The fair value of long-term debt was ~~$5.9~~$51.9 billion at March 31, ~~2019~~2020 and ~~$7.1~~$50.7 billion at December 31, ~~2018~~2019 valued using Level 2 ~~inputs.~~inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of short-term borrowings approximates the carrying value due to the short maturities of the debt instruments. Interest payments were ~~$57~~$491 million and ~~$59~~$57 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively, net of amounts related to interest rate swap contracts.

During the first quarter of 2019, the $750 million 1.600% Notes and the $500 million 1.750% Notes matured and were repaid.

As of March 31, ~~2019, the Company~~2020, BMS had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in January ~~2020,~~2021, a $1.0 billion facility that was renewed to January 2022 and two five-year $1.5 billion facilities that were extended to September ~~2022~~2023 and July ~~2023, respectively, and a $1.0 billion facility expiring in January 2022. All of these~~2024, respectively. The facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for ~~the Company's~~BMS's commercial paper borrowings. ~~The Company's~~BMS's $1.0 billion facility and ~~the Company's~~its two $1.5 billion revolving facilities are extendable annually by one year on the anniversary date with the consent of the lenders. BMS's 364-day $2.0 billion facility can be renewed for one year on each anniversary date, subject to certain terms and conditions. No borrowings were outstanding under ~~any~~ revolving credit ~~facility~~facilities at March 31, ~~2019~~2020 or December 31, ~~2018.~~2019.



Dollars in Millions	March 31, 2020			December 31, 2019
Trade receivables	$	7,660		$	6,888
Less charge-backs and cash discounts	(437		)	(391		)
Less bad debt allowances	(23		)	(21		)
Net trade receivables	7,200			6,476
Alliance, royalties, VAT and other	1,090			1,209
Receivables	$	8,290		$	7,685

Dollars in Millions March 31,
2019 December 31,
2018
Trade receivables $ 4,873
$ 4,914
Less charge-backs and cash discounts (241 ) (245 )
Less bad debt allowances (38 ) (33 )
Net trade receivables 4,594
4,636
Prepaid and refundable income taxes 158
218
Alliance, royalties, VAT and other 952
1,111
Receivables $ 5,704
$ 5,965

Non-U.S. receivables sold on a nonrecourse basis were ~~$174~~$180 million and ~~$203~~$174 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. Receivables from the ~~Company's three~~3 largest ~~pharmaceutical wholesalers~~customers in the U.S. represented ~~70%~~approximately 55% and 50% of total trade receivables at March 31, ~~2019~~2020 and December 31, ~~2018.~~2019, respectively.



Dollars in Millions	March 31, 2020		December 31, 2019
Finished goods	$	1,283	$	2,227
Work in process	2,651		3,267
Raw and packaging materials	164		172
Total inventories	$	4,098	$	5,666

Inventories	$	2,836	$	4,293
Other non-current assets	1,262		1,373

Dollars in Millions March 31,
2019 December 31,
2018
Finished goods $ 448
$ 396
Work in process 934
1,026
Raw and packaging materials 214
202
Total inventories $ 1,596
$ 1,624

Inventories $ 1,283
$ 1,195
Other assets 313
429



Dollars in Millions	March 31, 2020			December 31, 2019
Land	$	194		$	187
Buildings	5,848			6,336
Machinery, equipment and fixtures	3,055			3,157
Construction in progress	456			527
Gross property, plant and equipment	9,553			10,207
Less accumulated depreciation	(3,441		)	(3,955		)
Property, plant and equipment	$	6,112		$	6,252

Dollars in Millions March 31,
2019 December 31,
2018
Land $ 105
$ 104
Buildings 5,286
5,231
Machinery, equipment and fixtures 3,043
2,962
Construction in progress 477
548
Gross property, plant and equipment 8,911
8,845
Less accumulated depreciation (3,926 ) (3,818 )
Property, plant and equipment $ 4,985
$ 5,027

Depreciation expense was ~~$133~~$170 million and ~~$113~~$133 million for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.



Dollars in Millions	Estimated Useful Lives	March 31, 2020			December 31, 2019
Goodwill^(a)		$	22,452		$	22,488

Other intangible assets:
Licenses	5 – 15 years	482			482
Acquired developed product rights	3 – 15 years	50,427			46,827
Capitalized software	3 – 10 years	1,263			1,297
IPRD		15,900			19,500
Gross other intangible assets		68,072			68,106
Less accumulated amortization		(6,406		)	(4,137		)
Other intangible assets		$	61,666		$	63,969

Dollars in Millions Estimated Useful Lives March 31,
2019 December 31,
2018
Goodwill $ 6,536
$ 6,538

Other intangible assets:
Licenses 5 – 15 years $ 497
$ 510
Developed technology rights 9 – 15 years 2,357
2,357
Capitalized software 3 – 10 years 1,166
1,156
IPRD —
32
Gross other intangible assets 4,020
4,055
Less accumulated amortization (2,994 ) (2,964 )
Other intangible assets $ 1,026
$ 1,091



Dollars in Millions	March 31, 2020		December 31, 2019
Prepaid and refundable income taxes	$	999	$	754
Research and development	445		410
Other	961		819
Other current assets	$	2,405	$	1,983



Dollars in Millions	March 31, 2020		December 31, 2019
Equity investments	$	3,144	$	3,405
Inventories	1,262		1,373
Operating leases	724		704
Pension and postretirement	189		456
Restricted cash^(a)	342		390
Other	285		276
Other non-current assets	$	5,946	$	6,604



Dollars in Millions	March 31, 2020		December 31, 2019
Rebates and returns	$	4,407	$	4,275
Income taxes payable	1,996		1,517
Employee compensation and benefits	678		1,457
Research and development	1,308		1,324
Dividends	1,037		1,025
Interest	393		493
Royalties	328		418
Operating leases	136		133
Other	2,018		1,871
Other current liabilities	$	12,301	$	12,513



Dollars in Millions	March 31, 2020		December 31, 2019
Income taxes payable	$	5,364	$	5,368
Contingent value rights	2,862		2,275
Pension and postretirement	841		725
Operating leases	688		672
Deferred income	394		424
Deferred compensation	254		287
Other	298		350
Other non-current liabilities	$	10,701	$	10,101

The following table summarizes changes in equity for the three months ended March 31, 2020:



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

The following table summarizes changes in equity for the three months ended March 31, 2019:



	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 December 31, 2018	2,208	$	221	$	2,081	$	(2,762	)	$	34,065		576		$	(19,574	)	$	96
Accounting change - cumulative effect^(a)	—	—		—		—			5			—		—			—
Adjusted balance at January 1, 2019	2,208	221		2,081		(2,762		)	34,070			576		(19,574		)	96
Net earnings	—	—		—		—			1,710			—		—			5
Other Comprehensive Income	—	—		—		118			—			—		—			—
Cash dividends declared^(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		22		—			—			(4	)	3			—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2019	2,208	$	221	$	2,103	$	(2,644	)	$	35,109		572		$	(19,571	)	$	99

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

The outstanding share repurchase authority authorization under the program was $1.0 billion as of December 31, 2019. In February 2020, the Board of Directors approved an increase of $5.0 billion to the share repurchase authorization for BMS's common stock. BMS repurchased 1.4 million shares of its common stock for $81 million in the first quarter of 2020. The remaining share repurchase capacity under the share repurchase program was approximately $5.9 billion as of March 31, 2020.

The components of Other Comprehensive ~~Income/~~(Loss)/Income were as ~~follows in the three months ended March 31:~~follows:



Dollars in Millions	March 31, 2020			December 31, 2019
Derivatives qualifying as cash flow hedges	$	89		$	19
Pension and postretirement benefits	(883		)	(899		)
Available-for-sale debt securities	7			6
Foreign currency translation	(762		)	(646		)
Accumulated other comprehensive loss	$	(1,549	)	$	(1,520	)

Dollars in Millions March 31,
2019 December 31, 2018
Derivatives qualifying as cash flow hedges $ 65
$ 51
Pension and postretirement benefits (2,053 ) (2,102 )
Available-for-sale securities (4 ) (30 )
Foreign currency translation (652 ) (681 )
Accumulated other comprehensive loss $ (2,644 ) $ (2,762 )

The net periodic benefit ~~cost/(credit)~~cost of defined benefit pension plans includes:



	Three Months Ended March 31,
Dollars in Millions	2020			2019
Service cost – benefits earned during the year	$	12		$	7
Interest cost on projected benefit obligation	8			44
Expected return on plan assets	(23		)	(64		)
Amortization of prior service credits	(1		)	(1		)
Amortization of net actuarial loss	11			18
Curtailments and settlements	2			49
Net periodic pension benefit cost	$	9		$	53

Three Months Ended March 31,
Dollars in Millions 2019 2018
Service cost – benefits earned during the year $ 7
$ 7
Interest cost on projected benefit obligation 44
46
Expected return on plan assets (64 ) (109 )
Amortization of prior service credits (1 ) (1 )
Amortization of net actuarial loss 18
21
Curtailments and settlements 49
31
Net periodic pension benefit cost/(credit) $ 53
$ (5 )

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. and international~~ pension plans. The charges included the acceleration of a portion of unrecognized actuarial losses. Non-current pension liabilities were ~~$423~~$560 million at March 31, ~~2019~~2020 and ~~$427~~$569 million at December 31, ~~2018.~~2019. Defined contribution plan expense in the U.S. was approximately $85 million and $40 million for the three months ended March 31, 2020 and 2019, ~~and 2018.~~respectively. Comprehensive medical and group life benefits are provided for substantially all U.S. retirees electing to participate in comprehensive medical and group life plans and to a lesser extent certain benefits for non-U.S. employees. The net periodic benefit credits were not material in both periods.

As a result of the Bristol-Myers Squibb Retirement Income Plan termination in 2019, $381 million of assets held in a separate account within the Pension Trust used to fund retiree medical plan payments was reverted back to the Company, resulting in an excise tax of $76 million in the first quarter of 2020.

Stock-based compensation expense was as follows:



	Three Months Ended March 31,
Dollars in Millions	2020		2019
Cost of products sold	$	10	$	4
Marketing, selling and administrative	88		30
Research and development	94		19
Other expense/(income), net	18		—
Total stock-based compensation expense	$	210	$	53

Income tax benefit^(a)	$	46	$	10

The total stock-based compensation expense for the three months ended March 31, 2020 includes $123 million related to the Celgene post-combination service period for the replacement awards and $18 million of accelerated vesting of the replacement awards related to the Celgene acquisition. It also includes $9 million related to CVR obligation on unvested stock awards.

The number of units granted and the weighted-average fair value on the grant date for the three months ended March 31, 2020 were as follows:



Units in Millions	Units	Weighted-Average Fair Value
Restricted stock units	12.5	$	53.63
Market share units	0.9	53.88
Performance share units	1.4	55.66



Dollars in Millions	Stock Options		Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	$	92	$	1,397	$	77	$	135
Expected weighted-average period in years of compensation cost to be recognized	1.9		2.9		3.4		2.1

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

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

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

On October 18, 2017, the day on ~~February 4, 2019. A decision is expected~~which the FDA approved Kite Pharma, Inc.’s (“Kite”) Yescarta* product, Juno, along with Sloan Kettering Institute for Cancer Research (“SKI”), filed a complaint against Kite in ~~2019.~~the U.S. District Court for the Central District of California. The complaint alleged that Yescarta* infringes certain claims of U.S. Patent No. 7,446,190 (“the ’190 Patent”) concerning CAR T cell technologies. Kite filed an answer and counterclaims asserting non-infringement and invalidity of the ’190 Patent. In December 2019, following an eight-day trial, the jury rejected Kite’s defenses, finding that Kite willfully infringed the ’190 Patent and awarding to Juno and SKI a reasonable royalty consisting of a $585 million upfront payment and a 27.6% running royalty on Kite’s sales of Yescarta* through the expiration of the ’190 Patent in August 2024. In January 2020, Kite renewed its previous motion for judgment as a matter of law and also moved for a new trial, and Juno filed a motion seeking enhanced damages, supplemental damages, ongoing royalties, and prejudgment interest. In March 2020, the Court denied both of Kite’s motions in their entirety. In April 2020, the Court granted in part Juno’s motion and entered a final judgment awarding to Juno and SKI approximately $1.2 billion in royalties, interest and enhanced damages and a 27.6% running royalty on Kite’s sales of Yescarta* from December 13, 2019 through the expiration of the ’190 Patent in August 2024. In April 2020, Kite appealed the final judgment to the U.S. Court of Appeals for the Federal Circuit. The Appeals Court has not yet entered a schedule for the appeal.

Eliquis ~~Patent Litigation~~ - U.S.

In 2017, ~~twenty-five~~BMS received Notice Letters from NaN generic companies ~~sent the Company Paragraph-IV certification letters informing the Company~~notifying BMS that they had filed aNDAs containing paragraph IV certifications seeking approval of generic versions of Eliquis. As a result, ~~two~~ 2 Eliquis patents listed in the FDA Orange Book are being challenged: the composition of matter patent claiming apixaban specifically and a formulation patent. In ~~April 2017, the Company,~~response, BMS, along with its partner Pfizer, initiated patent ~~lawsuits~~infringement actions under the Hatch-Waxman Act against all generic filers in ~~federal district courts~~the U.S. District Court for the District of Delaware in ~~Delaware and West Virginia.~~April 2017. In August 2017, the U.S. Patent and Trademark Office granted patent term restoration to the composition of matter patent, thereby restoring the term of the Eliquis composition of matter patent, which is ~~the Company’s~~BMS’s basis for projected LOE, from February 2023 to November 2026. ~~The Company has~~BMS settled ~~lawsuits~~ with a number of aNDA ~~filers through March 2019. The~~filers. These settlements do not affect ~~the Company’s~~BMS’s projected LOE for Eliquis. A trial with the remaining aNDA filers took place in late 2019. Post-trial briefing is ~~scheduled~~complete and BMS is expecting a decision in 2020.

Plavix* - Australia

Sanofi was notified that, in August 2007, GenRx Proprietary Limited (“GenRx”) obtained regulatory approval of an application for ~~October 2019~~clopidogrel bisulfate 75mg tablets in Australia. GenRx, formerly a subsidiary of Apotex Inc., subsequently changed its name to Apotex (“GenRx-Apotex”). In August 2007, GenRx-Apotex filed an application in the Federal Court of Australia seeking revocation of Sanofi’s Australian Patent No. 597784 (Case No. NSD 1639 of 2007). Sanofi filed counterclaims of infringement and sought an injunction. On September 21, 2007, the Federal Court of Australia granted Sanofi’s injunction. A subsidiary of 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 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. BMS and Sanofi filed notices of appeal in the Full Court of the Federal Court of Australia (“Full Court”) appealing the holding of invalidity of the claim covering clopidogrel and its pharmaceutically acceptable salts, process claims, and pharmaceutical composition claims. GenRx-Apotex appealed the holding of validity of the clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate claims. On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In March 2010, the High Court of Australia denied a request by BMS and Sanofi to hear an appeal of the Full Court decision. The case was remanded to the Federal Court for further proceedings related to damages sought by GenRx-Apotex. BMS and GenRx-Apotex settled, and the GenRx-Apotex case was dismissed. The Australian government intervened in this matter seeking maximum damages up to 449 million AUD ($276 million), plus interest, which would be split between BMS and Sanofi, for alleged losses experienced for paying a higher price for branded Plavix* during the period when the injunction was in place. BMS and Sanofi dispute that the Australian government is entitled to any damages. A trial was concluded in September 2017. In April 2020, the Federal Court issued a decision dismissing the Australian government's claim for damages. The Australian government can appeal the Federal Court’s decision.

Pomalyst - U.S.

Beginning in 2017, Celgene received Notice letters on behalf of Teva Pharmaceuticals USA, Inc. (“Teva”); Apotex Inc. (“Apotex”) and Apotex Corp.; Hetero Labs Limited, Hetero Labs Limited Unit-V, Hetero Drugs Limited, Hetero USA, Inc. (together, “Hetero”); Aurobindo Pharma Ltd.; Mylan Pharmaceuticals Inc.; and Breckenridge Pharmaceutical, Inc. (“Breckenridge”) notifying Celgene that they had filed aNDAs containing paragraph IV certifications seeking approval to market generic versions of Pomalyst in the U.S. In response, Celgene filed patent infringement actions against the companies in the U.S. District Court for the District of ~~Delaware.~~New Jersey asserting certain FDA Orange Book-listed patents and the companies filed answers, counterclaims and declaratory judgment actions alleging that the asserted patents are invalid, unenforceable and not infringed. These first set of litigations were subsequently consolidated. In March 2020, Celgene subsequently filed additional patent infringement actions in the U.S. District Court for the District of New Jersey against the companies asserting a newly-issued patent that is listed in the FDA Orange Book and that covers formulations comprising pomalidomide. In April 2020, Breckenridge filed its answer and counterclaims alleging that the patent is invalid and not infringed. The other companies have not yet submitted any responsive pleading. The Court has consolidated these additional litigations with the first set of litigations. A trial is scheduled to begin in September 2020.

In June 2019, Celgene received a Notice Letter from Dr. Reddy’s Laboratories, Ltd. and Dr. Reddy’s Laboratories, Inc. (together, “DRL”) notifying Celgene that they had filed an aNDA containing paragraph IV certifications seeking approval to market a generic version of Pomalyst in the U.S. In response, Celgene initiated a patent infringement action against DRL in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents, and DRL filed an answer and counterclaims alleging that each of the patents is invalid and/or not infringed. The Court has not set a trial date in this action.

Pomalyst - Canada

Celgene received a Notice of Allegation in January 2020 from Natco Pharma (Canada) Inc. (“Natco Canada”) notifying Celgene that it had filed an Abbreviated New Drug Submission (“aNDS”) with Canada’s Minister of Health with respect to certain of Celgene’s Canadian patents. Natco Canada is seeking to market a generic version of Pomalyst in Canada. In response, Celgene initiated a patent infringement action in the Federal Court of Canada and sought an injunction. Natco Canada alleges that the asserted patents are invalid and/or not infringed. The Court has set the trial to begin on November 15, 2021.

Celgene received a Notice of Allegation in March 2020 from Dr. Reddy’s Laboratories Ltd. (“DRL Canada”) notifying Celgene that it had filed an aNDS with Canada’s Minister of Health with respect to certain of Celgene’s Canadian patents. DRL Canada is seeking to market a generic version of Pomalyst in Canada. In response, Celgene initiated a patent infringement action in the Federal Court of Canada and sought an injunction. DRL Canada alleges that the asserted patents are invalid and/or not infringed. The Court has not set a trial date.

Revlimid - Canada

Celgene received two Notices of Allegation in July 2018 from Natco Canada notifying Celgene of the filing of Natco Canada’s two separate aNDSs with Canada’s Minister of Health with respect to certain of Celgene’s Canadian patents. Natco Canada is seeking to market a generic version of Revlimid in Canada. In response, Celgene initiated patent infringement actions in the Federal Court of Canada and sought an injunction. Natco alleges that the asserted patents are invalid and/or not infringed. The trial, which was scheduled to start on March 30, 2020, has been postponed due to COVID-19. The Court has not set a new trial date.

Revlimid - U.S.

Celgene has received Notice Letters on behalf of DRL; Zydus Pharmaceuticals (USA) Inc.; Cipla Ltd., India; Apotex; Sun Pharma Global FZE, Sun Pharma Global Inc., Sun Pharmaceutical Industries, Inc., and Sun Pharmaceutical Industries Limited (“Sun”); Hetero; Mylan Pharmaceuticals Inc., Mylan Inc., and Mylan N.V. (“Mylan”); and Aurobindo Pharma Limited, Eugia Pharma Specialities Limited, Aurobindo Pharma USA, Inc., and Aurolife Pharma LLC notifying Celgene that they had filed aNDAs containing paragraph IV certifications seeking approval to market generic versions of Revlimid in the U.S. In response, Celgene filed patent infringement actions against the companies in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents as well as other litigations asserting other non-FDA Orange Book-listed patents against certain defendants, some of which have filed answers and/or counterclaims alleging that the asserted patents are invalid and/or not infringed. In a second litigation involving Sun, Sun filed a motion to dismiss, which was denied. Sun has not yet filed a responsive pleading in that second litigation. Mylan has filed a motion to dismiss the District of New Jersey action, and that motion remains pending. Celgene also filed a patent infringement action against Mylan in the U.S. District Court for the Northern District of West Virginia asserting certain FDA Orange Book-listed patents. In April 2020, Mylan Pharmaceuticals Inc. filed its answer and counterclaims alleging that the patents are invalid, unenforceable and not infringed and Mylan Inc. and Mylan N.V. filed a motion to dismiss.

Sprycel - U.S.

In August 2019, BMS received a Notice Letter from Dr. Reddy’s Laboratories, Inc. notifying BMS that it had filed an aNDA containing paragraph IV certifications seeking approval of a generic version of Sprycel in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In response, BMS initiated a patent infringement lawsuit under the Hatch-Waxman Act in the U.S. District Court for the District of New Jersey. No trial date has been set. In 2013, BMS entered into a settlement agreement with Apotex regarding a patent infringement suit covering the monohydrate form of dasatinib whereby Apotex can launch its generic dasatinib monohydrate aNDA product in September 2024 or earlier in certain circumstances.

In March 2020, BMS received a Notice Letter from Teva notifying BMS that it had filed an aNDA containing paragraph IV certifications seeking approval of a generic version of Sprycel in the U.S. and challenging a FDA Orange Book-listed monohydrate form patent expiring in 2026. In response, BMS initiated a patent infringement lawsuit under the Hatch-Waxman Act in the U.S. District Court for the District of New Jersey. No trial date has been set.

Plavix* State Attorneys General Lawsuits

~~The Company~~BMS and certain ~~affiliates of~~ Sanofi entities are defendants in consumer protection and/or false advertising actions brought by the attorneys general of Hawaii and New Mexico relating to the sales and promotion of Plavix*. The Hawaii matter is currently scheduled for trial in October 2020.

~~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.

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 have been over 2,500 cases filed in state and federal courts and additional cases are pending in Canada. The Judicial Panel on Multidistrict Litigation consolidated the federal court cases for pretrial purposes in the 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, approximately 2,700 cases, comprising approximately 3,900 plaintiffs, have been dismissed based on participation in the settlement program or failure to comply with settlement related court orders. In the U.S., approximately 212 cases remain pending on behalf of 218 plaintiffs, who either chose not to participate in the settlement program or filed their claims after the settlement cut-off date. There are nine cases pending in Canada (four class actions, five individual injury claims). Out of the nine cases, only three are active (the class actions in Quebec and Ontario and one individual injury claim). Both class actions have now been certified and will proceed separately.

Amylin, a former subsidiary of ~~the Company,~~BMS, and Lilly are co-defendants in product liability litigation related to Byetta*. To date, there are ~~over 500~~approximately 584 separate lawsuits pending on behalf of approximately ~~2,000~~2,234 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 majority of these cases have been brought by individuals who allege personal injury sustained after using Byetta*Byetta*, primarily pancreatic cancer, and, in some cases, claiming alleged wrongful death. The majority of cases are pending in ~~Federal Court~~federal court in San Diego in an MDL or in a coordinated proceeding in California Superior Court in Los Angeles ~~(JCCP)~~(“JCCP”). In November 2015, the ~~defendants'~~defendants’ motion for summary judgment based on federal preemption was granted in both the MDL and the JCCP. In November 2017, the Ninth Circuit reversed the MDL summary judgment order and remanded the case to the MDL. In November 2018, the California Court of Appeal reversed the state court ~~dismissal~~summary judgment order and ~~the state court~~remanded those cases ~~were remanded~~ to the JCCP for further proceedings. Amylin ~~has~~had product liability insurance covering a substantial number of claims involving Byetta*(which has been exhausted). As part of BMS’s global diabetes business divestiture, BMS sold Byetta* to AstraZeneca in February 2014 and any additional liability to Amylin with respect to Byetta* is expected to be shared ~~between the Company and~~with AstraZeneca.

~~The Company~~BMS and AstraZeneca are co-defendants in product liability litigation related to Onglyza*. Plaintiffs assert claims, including claims for wrongful death, as a result of heart failure or other cardiovascular injuries they allege were caused by their use of Onglyza*. As of ~~March 2019,~~April 2020, claims are pending in state and federal court on behalf of approximately ~~275~~285 individuals who allege they ingested the product and suffered an injury. In February 2018, the Judicial Panel on Multidistrict Litigation ordered all federal cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of the claims are pending in the MDL. As part of ~~the Company’s~~BMS’s global diabetes business divestiture, ~~the Company~~BMS sold Onglyza* to AstraZeneca in February 2014 and any potential liability with respect to Onglyza* is expected to be shared with AstraZeneca.

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

Beginning in ~~this litigation.~~

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 ~~U.S. District Court for~~same allegations as the ~~Southern District of New York and~~Celgene Securities Class Action against the ~~Court of Chancery of the State of Delaware seeking to enjoin the Company's planned acquisition of Celgene. The complaints~~same remaining defendants in these actions name as defendants Celgene and the members of Celgene's Board of Directors. Five of these complaints also name the Company and Burgundy Merger Sub, Inc., a wholly-owned subsidiary of the Company that was formed solely for the purpose of completing the pending acquisition of Celgene and will be merged with and into Celgene upon the completion of the acquisition, as defendants. Of the complaints naming the Company as a defendant, four are styled as putative class actions. The plaintiffs allege violations of various federal securities laws and breaches of fiduciary duties in connection with the acquisition of Celgene by the Company. Two of these complaints were voluntarily dismissed in April 2019.

~~The Company~~BMS is a defendant in a qui tam (whistleblower) lawsuit in the U.S. District Court for the Eastern District of Pennsylvania, in which the U.S. Government declined to intervene. The complaint alleges that ~~the Company~~BMS inaccurately reported its average manufacturer prices to the Centers for Medicare and Medicaid Services to lower what it owed. Similar claims have been filed against other companies. In January 2020, BMS reached an agreement in principle to resolve this matter subject to the negotiation of a definitive settlement agreement and other contingencies. BMS cannot provide assurances that its efforts to reach a final settlement will be successful.

BMS and several other manufacturers of HIV medications are defendants in related lawsuits brought by indirect purchasers in 2019 and direct purchasers in 2020 in the U.S. District Court for the Northern District of California, and by indirect purchasers in 2020 in the U.S. District Court for the Southern District of Florida, in each case alleging that the defendants’ agreements to develop and sell fixed-dose combination products for the treatment of HIV, including Atripla* and Evotaz, violate antitrust laws. The complaints allege additional theories of liability with respect to other defendants. The indirect purchaser complaint filed in Florida has been transferred and consolidated with the matters pending in the Northern District of California. In March 2020, in ruling on the defendants’ motions to dismiss the indirect purchasers’ complaint, the Court granted defendants’ motions to dismiss plaintiffs’ conspiracy claims but otherwise denied the motion to dismiss as to Gilead, BMS, and Janssen. Certain plaintiffs filed an amended complaint in April 2020. A trial is scheduled for February 2022.

On May 16, 2018, Humana, Inc. (“Humana”) filed a lawsuit against Celgene in the Pike County Circuit Court of 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 Jersey’s Racketeer Influenced and Corrupt Organizations Act. The complaint seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. In April 2019, Celgene filed a motion to dismiss Humana’s complaint, which the Court denied in January 2020. No trial date has been set.

On March 1, 2019, Humana filed a separate lawsuit against Celgene in the U.S. District Court for the District of New Jersey. Humana’s complaint alleges that Celgene violated various antitrust, consumer protection, and unfair competition laws to delay or prevent generic competition for Thalomid and Revlimid brand drugs, including (a) allegedly refusing to sell samples of products to generic manufacturers for purposes of bioequivalence testing intended to be included in aNDAs for approval to market generic versions of these products; (b) allegedly bringing unjustified patent infringement lawsuits, procuring invalid patents, and/or entering into anticompetitive patent settlements; (c) allegedly securing an exclusive supply contract for supply of thalidomide active pharmaceutical ingredient. 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. Celgene filed a motion to dismiss Humana’s complaint, and the Court has stayed discovery pending adjudication of that motion. No trial date has been set.

Thalomid and Revlimid Antitrust Class Action Litigation

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, are seeking injunctive relief and damages. The various lawsuits were consolidated into a master action for all purposes. In October 2017, the plaintiffs filed a motion for certification of two damages classes under the laws of thirteen states and the District of Columbia and a nationwide injunction class. Celgene filed an opposition to the plaintiffs’ motion and a motion for judgment on the pleadings dismissing all state law claims where the plaintiffs no longer seek to represent a class. In October 2018, the Court denied the plaintiffs’ motion for class certification and Celgene’s motion for judgment on the pleadings. In December 2018, the plaintiffs filed a new motion for class certification, which Celgene opposed. In July 2019, the parties reached a settlement under which all the putative class plaintiff claims would be dismissed with prejudice. In December 2019, after certain third-party payors who were members of the settlement class refused to release their potential claims and participate in the settlement, Celgene exercised its right to terminate the settlement agreement. In March 2020, Celgene reached a revised settlement with the class plaintiffs subject to approval by the Court. That settlement does not resolve the claims of certain entities that opted out of the first settlement.

In March 2020, United HealthCare Services, Inc. (“UHS”), affiliates of which opted out of the first settlement in the Thalomid and Revlimid Antitrust Class Action Litigation, filed a lawsuit against Celgene in the U.S. District Court for the District of Minnesota. UHS’s complaint makes largely the same claims and allegations as the class action litigation. The complaint purports to assert claims on behalf of UHS and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. The Company intends to vigorously defend these claims.

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.

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.

With respect to CERCLA matters for which ~~the Company~~BMS is responsible under various state, federal and foreign laws, ~~the Company~~BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other “potentially responsible parties,” and ~~the Company~~BMS accrues liabilities when they are probable and reasonably estimable. ~~The Company~~BMS estimated its share of future costs for these sites to be ~~$65~~$69.4 million at March 31, ~~2019,~~2020, 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.

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

Bristol-Myers Squibb Company is a global ~~specialty~~ biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. Our principal strategy is to combine the resources, scale and capability of a pharmaceutical company with the speed and focus on innovation of the biotech industry. Our ~~focus as a specialty~~vision is to be the world's leading biopharmaceutical company ~~is on discovering, developing~~that transforms patients' lives through science in areas where we believe that we have an opportunity to make a meaningful difference: oncology (both solid tumors and ~~delivering transformational medicines for patients facing serious diseases. Our four strategic priorities are to drive business performance,~~hematology), immunology, cardiovascular and fibrosis. We continue to advance the next wave of innovative medicines by investing significantly in our pipeline both internally and through business development activities. For further ~~build a leading franchise~~information on our strategy, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Executive Summary-Strategy” in ~~IO, maintain a diversified portfolio both within and outside of IO, and continue~~ our disciplined approach to capital allocation, including establishing partnerships, collaborations and in-licensing or acquiring investigational compounds as an essential component of successfully delivering transformational medicines to patients.2019 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.

~~On January 3, 2019, we announced that we have entered into a definitive merger agreement to acquire~~We completed the Celgene ~~which will require approximately $74 billion in consideration, based~~transaction on ~~the closing price of a share of our common stock on January 2, 2019. The acquisition was approved by the Company’s and Celgene’s shareholders on April 12,~~November 20, 2019. We expect that ~~the planned~~our acquisition of Celgene will ~~enable~~further position us ~~to create~~as a leading ~~focused specialty~~ biopharmaceutical company, ~~that is well positioned~~expanding our oncology, hematology and immunology portfolios with several near-term assets and additional external partnerships. Commencing from the acquisition date, BMS's consolidated financial statements include the assets, liabilities, operating results and cash flows of Celgene.

In December 2019, a novel strain of coronavirus (“COVID-19”) emerged and has subsequently expanded to ~~address the needs of patients with cancer, inflammatory, immunologic or cardiovascular diseases through high-value innovation medicines~~a pandemic resulting in significant risks and ~~leading scientific capabilities. The transaction remains subject~~disruptions to the ~~satisfaction~~health and welfare of ~~customary closing conditions~~the global population and ~~regulatory approvals, but is expected~~economy. Due to ~~close~~the evolving nature of the COVID-19 situation, we cannot reasonably assess or predict at this time the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The impact will depend on future developments such as the ultimate duration and the severity of the spread of the COVID-19 pandemic in the ~~third quarter~~U.S. and globally, the effectiveness of ~~2019. Refer to “Item 1. Financial Statements—Note 4. Divestitures~~federal, state, local and ~~Other Arrangements”~~foreign government actions on mitigation and ~~“—Note 19. Planned Celgene Acquisition” for further discussion~~spread of COVID-19, the pandemic's impact on the U.S. and global economies, changes in our ~~pending acquisition of Celgene.~~customers' behavior emanating from the pandemic and how quickly we can resume our normal operations, among others. Refer to “—~~Financial Position, Liquidity~~COVID-19 and ~~Capital Resources”~~Market Factors” for ~~a discussion of our financing arrangements in connection with the planned acquisition.~~further information.

Our revenues increased by ~~14%~~82% for the three months ended March 31, ~~2019~~2020 as a result of the Celgene acquisition, which contributed $4.2 billion of revenues or 71% of the growth, change in buying patterns resulting from the COVID-19 pandemic and higher demand for Eliquis ~~and~~ ~~Opdivo~~. Changes in buying patterns resulting from the COVID-19 pandemic contributed approximately $500 million of revenues. The ~~$0.13 increase~~$1.38 decrease in GAAP EPS primarily resulted from ~~higher revenues~~amortization of acquired intangible assets, the unwinding of inventory fair value adjustments, contingent value rights and equity investment fair value adjustments, partially offset by higher ~~R&D costs and lower other income.~~revenues. After adjusting for specified items, non-GAAP EPS increased ~~$0.16. Cost savings resulting from our transformation initiatives continue to be redeployed in R&D and other areas~~$0.62 as a result of ~~higher priorities.~~the Celgene acquisition.

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

We currently do not anticipate disruptions to the supply of our medicines for patients due to the COVID-19 pandemic. All of our internal manufacturing facilities and key contract manufacturers are operating with proper measures taken to help ensure employee safety. An appropriate amount of safety stock is maintained based on anticipated needs. We have implemented a number of measures to protect the health and safety of our workforce including a mandatory work-from-home policy for our global workforce who can perform their jobs from home as well as restrictions on business travel, workplace and in-person meetings. Field-based personnel in the U.S. and certain other markets suspended in-person customer interactions in healthcare settings and moved to a remote engagement model to ensure continued support for healthcare professionals, patient care and access to our medicines.

The situation remains dynamic and it is still early to assess the potential impact on our operations such as the ability and willingness of patients to access treatment centers or obtain a prescription and changes in prescribing patterns that may potentially affect our operations in the long-term. We have observed certain changes in buying patterns including payers implementing new policies to encourage larger prescription sizes and earlier refills to help patients avoid trips to the pharmacy and decreased patient office visits. It is uncertain whether these trends will continue in the future. We believe our revenues were higher than previously expected by approximately $500 million in the first quarter of 2020 as a result with Eliquis being the most impacted product. As the U.S. healthcare system is dealing with the unprecedented COVID-19 pandemic, we made the decision to delay commercialization of Zeposia based on what is in the best health interest of our patients, customers and workforce. In contrast, we are making Reblozyl available for MDS patients following its recent approval for this additional indication. The timing of specific product launches will be decided after considering the relevant facts and circumstances for each situation. Our U.S. patient assistance programs were also expanded to provide our branded products for free to eligible patients that have lost employment and health insurance due to COVID-19. It is uncertain what the aggregate impact of the above factors will have on our revenues and expenses during 2020.

The following decisions were taken regarding the conduct of clinical trials to protect the safety of study participants, our employees and staff at clinical trial sites and ensure regulatory compliance and scientific integrity of trial data.

For ongoing studies (i.e. those that have passed First Patient First Visit):

For new studies (i.e. those that have not yet passed First Patient First Visit):

We also temporarily suspended screening, enrollment and apheresis in our cellular therapy clinical trials. The temporary suspension does not impact the ongoing BLA activities with the FDA for idecabtagene vicleucel (ide-cel, bb2121) or lisocabtagene maraleucel (liso-cel, JCAR017). Although the clinical trials that form the basis for these applications have completed enrollment, certain site inspections have not yet occurred and may be delayed. The full impact of the COVID-19 pandemic on our clinical trials is still being assessed. Studies that have not yet completed enrollment may likely be delayed. In addition, research and early development activities performed in laboratories have been temporarily suspended.

The COVID-19 pandemic significantly impacted the financial markets. We incurred downward adjustments to our equity investment fair values of $674 million in the first quarter of 2020 primarily due to the decline in equity prices resulting from the pandemic. Additional charges related to equity investments may occur in the future due to the extreme volatility. There is also a potential adverse impact to our financial results due to the significant strengthening of the U.S. dollar which resulted in lower recorded revenues and foreign currency losses. In addition, lower interest rates may lead to reduction in our previously expected interest income. We also assigned a preliminary value of approximately $64 billion to intangible assets obtained in the Celgene acquisition that closed in November 2019. To the extent that estimated future cash flows are lower than previously expected as a direct or indirect result of the pandemic, including delays in the enrollment or timely completion of clinical programs, FDA site inspections and other interactions with regulatory bodies in general, regulatory approvals, launches of newly approved products or lower demand in general, significant charges might be incurred.

Refer to “Part II—Item 1A. Risk Factors” for an update to the Company's risk factors resulting from the COVID-19 pandemic.

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

The UK departed from the EU on January 31, 2020. The departure began a transition period that is set to end on December 31, 2020, during which the UK and the EU will negotiate their future relationship. Similar to other companies in our industry, certain regulatory, trade, labor and other aspects of our business will likely be affected during the transition period and over time. However, we currently do not believe that these matters and other related financial effects will have a material impact on our consolidated results of operations, financial position or liquidity. Our sales in the UK represent less than 3% of our total revenues.

The following is a summary of the significant approvals received in 2020:



Product	Date	Approval



~~Opdivo+Yervoy~~Reblozyl	~~January 2019~~April 2020	~~Announced the EC~~FDA approval of ~~Opdivo~~ ~~plus low-dose~~ ~~Yervoy~~Reblozyl for ~~previously untreated~~the treatment of anemia failing an erythropoiesis stimulating agent in adult patients with ~~intermediate~~very low- to intermediate-risk MDS who have ring sideroblasts and ~~poor-risk advanced RCC.~~require RBC transfusions.



~~Sprycel~~Zeposia	~~February 2019~~March 2020	~~Announced the EC~~FDA approval of ~~Sprycel, in both tablet and powder for oral suspension formulations, in combination with chemotherapy~~Zeposia (ozanimod) 0.92 mg for the treatment of ~~pediatric patients~~adults with ~~newly diagnosed Philadelphia chromosome-positive ALL.~~RMS, including clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease.



Opdivo+Yervoy	March 2020	FDA approval of Opdivo+Yervoy combination for the treatment of HCC in patients who have been previously treated with sorafenib.

Refer to “—Product and Pipeline Developments” for all of the developments in our marketed products and late-stage pipeline in ~~2019.~~2020.

Acquisitions, divestitures, licensing and collaboration arrangements allow us to focus our resources behind our growth opportunities that drive the greatest long-term value. ~~We are focused on the following core therapeutic areas: oncology, including IO, immunoscience, cardiovascular and fibrosis.~~ Refer to “Item 1. Financial Statements—Note 3. ~~Alliances,”~~Alliances” and “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” ~~and “—Note 19. Planned Celgene Acquisition”~~ for further discussion on our pending acquisition of Celgene. Refer to “—Financial Position, Liquidity and Capital Resources” for a discussion of our financing arrangements in connection with the planned acquisition.information.

The composition of the changes in revenues was as follows:

U.S. revenues ~~increased due to higher demand~~ for~~Eliquis~~, ~~Opdivo~~ ~~and~~ ~~Yervoy. Average U.S. net selling prices were approximately 2% higher after discounts, charge-backs and rebates in~~ the three months ended March 31, ~~2019~~2020 were impacted by $2.8 billion from Revlimid and ~~are expected to be roughly flat on a full year basis.~~

Europe revenues for the three months ended March 31, 2020 were impacted by $965 million from Celgene products, which contributed 65% of the growth, the change in buying patterns resulting from the COVID-19 pandemic and higher demand for Eliquis and Opdivo, partially offset by ~~unfavorable foreign exchange and lower average net selling prices.~~

Rest of the World revenues for the three months ended March 31, 2020 were impacted by $477 million from Celgene products, which contributed 55% of the growth, the change in buying patterns resulting from the COVID-19 pandemic and higher demand for Opdivo and Eliquis, partially offset by foreign exchange and lower demand for established brands. Average net selling prices, including Celgene products, were lower for the three months ended March 31, 2020.

No single country outside the U.S. contributed more than 10% of total revenues during the three months ended March 31, ~~2019~~2020 or ~~2018.~~2019. Our business is typically not seasonal.

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $72 million and $78 million ~~and $50 million in~~for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. GTN adjustments ~~are increasing at a higher rate than gross product sales~~percentage remained unchanged primarily due to the addition of Celgene hematology brands which have lower U.S. GTN adjustment percentages, and were partially offset by higher U.S. Eliquis gross product sales, which has a relatively high GTN adjustment percentage as a result of competitive pressures to maintain its position on healthcare payer formularies allowing patients continued access through their medical plans.



	Three Months Ended March 31,
Dollars in Millions	2020	2019	% Change
Established Brands
Baraclude	122	141	(13	)%
U.S.	3	7	(57	)%
Non-U.S.	119	134	(11	)%

Vidaza	158	—	N/A
U.S.	2	—	N/A
Non-U.S.	156	—	N/A

Other Brands^(a)	418	487	(14	)%
U.S.	180	90	100	%
Non-U.S.	238	397	(40	)%

Total Revenues	10,781	5,920	82	%
U.S.	6,766	3,449	96	%
Non-U.S.	4,015	2,471	62	%

~~IPRD impairment charge resulted from the decision to discontinue development of an investigational compound obtained in the acquisition of Medarex.~~

~~Other income (net) decreased due to~~



	Three Months Ended March 31,
Dollars in Millions	2020			2019
Interest expense	$	362		$	45
Pension and postretirement	(4		)	44
Royalties and licensing income	(410		)	(308		)
Divestiture gains	(16		)	—
Acquisition expenses	—			165
Contingent consideration	556			—
Investment income	(61		)	(56		)
Integration expenses	174			22
Provision for restructuring	160			12
Equity investment losses/(gains)	339			(175		)
Litigation and other settlements	32			1
Transition and other service fees	(61		)	(2		)
Reversion excise tax	76			—
Other	16			(9		)
Other expense/(income), net	$	1,163		$	(261	)

The ~~reduction~~tax impact attributed to specified items was primarily due to non-deductible contingent value rights charges, valuation allowance on equity investment fair value adjustments and low jurisdictional tax rates attributed to inventory and intangible asset purchase price adjustments in the three months ended March 31, 2020. The effective tax rate ~~was~~excluding specified items increased by 1.4% primarily due to the recognition of prior period tax credits in 2019. Refer to “Item 1. Financial Statements—Note 7. Income Taxes” for additional information on the tax impact of specified items.

Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods including (1) amortization of acquired intangible assets beginning in the fourth quarter of 2019, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (2) unwind of inventory fair value adjustments, (3) acquisition and integration expenses, ~~(2)~~(4) restructuring costs, ~~(3)~~(5) accelerated depreciation and impairment of property, plant and equipment and intangible assets, ~~(4)~~(6) R&D charges or other income resulting from ~~up-front~~upfront or contingent milestone payments in connection with the acquisition or licensing of third-party intellectual property rights, ~~(5)~~(7) costs of acquiring a priority review voucher, (8) divestiture gains or losses, ~~(6)~~(9) stock compensation resulting from accelerated vesting of Celgene awards and certain retention-related compensation charges related to the Celgene transaction, (10) pension, legal and other contractual settlement charges, (11) interest expense on the notes issued in May 2019 prior to our Celgene transaction and ~~(7)~~interest income earned on the net proceeds of those notes, (12) equity investment and contingent value rights fair value adjustments and (13) amortization of fair value adjustments of debt ~~redemption gains or losses,~~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 of the U.S. tax reform. We also provide international revenues for our priority products excluding the impact of foreign exchange. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit 99.2 to our Form 8-K filed on ~~April 25, 2019~~May 7, 2020 and are incorporated herein by reference.

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

Amortization of acquired intangible assets were previously included in non-GAAP earnings and EPS information. These amounts have become significant to the financial results subsequent to the Celgene acquisition and as a result, have been excluded in the non-GAAP results to better reflect our core operating performance. Comparable prior period non-GAAP results have not been revised to include this adjustment as the related amounts were insignificant ($24 million for the three months ended March 31, 2019).

Specified items were as follows:

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

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

~~Cash, cash equivalents~~We assess our anticipated working capital needs, debt and marketable securities held in the U.S. were approximately $8.3 billion at March 31, 2019. Most of the remaining $1.7 billion is held primarily in our international affiliates for local operating needs. We are subject to a one-time deemed repatriation transition tax in which $2.1 billion will be payable over the next eight years as a result of U.S. tax reform. We expect to have more flexibility in accessing cashleverage levels, debt maturities, capital expenditure requirements, dividend payouts, potential share repurchases and future ~~cash that~~investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also evaluate our capital structure to ensure financial risks are efficiently managed, adequate liquidity access and lower cost of capital, which may ~~be generated~~lead to the repurchase of common stock, debt securities and contingent value rights issued in ~~foreign subsidiaries.~~connection with the Celgene transaction prior to maturity or the issuance of additional debt securities. We believe that our existing cash, cash equivalents and marketable debt securities together with cash generated from operations and, if required, from the issuance of commercial paper ~~in the U.S., as well as borrowing available under our credit facilities,~~ will be sufficient to satisfy our anticipated ~~operating~~ cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, ~~and~~restructuring initiations, business development, deemed repatriation transition ~~tax.~~tax and approximately $9.5 billion of debt maturing through 2022 and contingent value right payments of approximately $6.8 billion in 2021.

~~Management continuously evaluates our capital structure to ensure that we are financed efficiently, which may result~~During the first quarter 2020, cash, cash equivalents and marketable debt securities held in the U.S. increased by approximately $700 million to approximately $14.3 billion. Our long-term debt obligations due over the next five years of approximately $17.1 billion are expected to be funded by cash generated from operating activities and our ability to refinance debt. We continue to make capital expenditures in connection with our expansion of our manufacturing capabilities and other facility-related activities.

We have a share repurchase program authorized by our Board of Directors allowing for repurchases of our shares. The specific timing and number of shares repurchased will be determined by our management at its discretion and will vary based on market conditions, securities law limitations and other factors. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. The repurchases may be effected through a combination of one or more open market repurchases, privately negotiated transactions, transactions structured through investment banking institutions and other derivative transactions, including through transactions in compliance with Rule 10b-18 under the Exchange Act and Rule 10b5-1 trading plans. The remaining share repurchase authority authorization under the program was $1.0 billion as of December 31, 2019. Our Board of Directors approved an increase of $5.0 billion to the share repurchase authorization for our common stock ~~and debt securities, termination~~in February 2020, increasing the total outstanding share repurchase authorization to approximately $6.0 billion. We repurchased 1.4 million shares of ~~interest rate swap contracts prior~~our common stock for $81 million during the three months ended March 31, 2020 reducing the remaining share repurchase capacity to ~~maturity and issuance~~approximately $5.9 billion as of ~~debt securities.~~March 31, 2020.

Dividend payments were ~~$669 million and $653 million~~$1.0 billion in the three months ended March 31, ~~2019 and 2018, respectively.~~2020. Dividends declared per common share were ~~$0.41 and $0.40~~$0.45 in the three months ended March 31, 2020. Annual capital expenditures were approximately $800 million in 2019 and ~~2018, respectively.~~are expected to be approximately $900 million in 2020 and $1.3 billion in 2021. Dividend decisions are made on a quarterly basis by our Board of Directors. ~~The merger agreement prohibits us~~

Under our commercial paper program, we may issue a maximum of $5 billion unsecured notes that have maturities of not more than 366 days from ~~declaring, setting aside or paying any dividend or other distribution other than our regular cash dividend~~the date of issuance. There were no commercial paper borrowings outstanding as of March 31, 2020.

As of March 31, 2020, we had four revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in ~~the ordinary course of business consistent with past practice in an amount not to exceed $0.41 per share per quarter. Annual capital expenditures were approximately~~January 2021, a $1.0 billion facility expiring in ~~2018~~January 2022 and ~~are expected~~two five-year $1.5 billion facilities that were extended to September 2023 and July 2024, respectively. The facilities provide for customary terms and conditions with no financial covenants and may be ~~approximately $800 million in 2019 and $600 million in 2020. We continue~~used to expand our biologics manufacturing capabilities and other facility-related activities. For example, we are constructing a new large-scale biologics manufacturing facility in Ireland that will produce multiple therapiesprovide backup liquidity for our ~~growing biologics portfolio when approved~~commercial paper borrowings. Our $1.0 billion facility and our two $1.5 billion revolving facilities are extendable annually by one year on the anniversary date with the consent of the lenders. Our 364-day $2.0 billion facility can be renewed for ~~commercial use in early 2020.~~one year on each anniversary date, subject to certain terms and conditions. No borrowings were outstanding under revolving credit facilities at March 31, 2020 and December 31, 2019.

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

BMS's current 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, and BMS's current long-term and short-term credit ratings assigned by Standard & Poor's are A+ and A-1+, respectively. The 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. The short-term ratings reflect the agencies' opinion that we have good to extremely strong capacity for timely repayment. The current long-term ratings do not reflect any impact from the planned acquisition of Celgene. In January 2019, Moody's placed BMS under review for downgrade and Standard & Poor's placed BMS on CreditWatch with negative implications, each following the announcement to acquire Celgene. While we expect that additional debt issued in connection with the pending Celgene acquisition will result in a downgrade to our credit ratings, we expect those credit ratings to remain at an investment grade level and we do not expect this change to impact our ability to access short-term or long-term financing. However, we cannot guarantee the future actions of Moody's and/or Standard & Poor's. Any credit rating downgrade may affect the interest rate of any debt we may incur, the fair market value of existing debt and our ability to access the capital markets generally.

The following is a discussion of cash flow activities:

Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting net earnings for noncontrolling interest, non-cash operating items, gains and losses attributed to investing and financing activities and changes in operating assets and liabilities resulting from timing differences between the receipts and payments of cash and when the transactions are recognized in our results of operations. As a result, changes in cash from operating activities reflect the timing of cash collections from customers and alliance partners; payments to suppliers, alliance partners and employees; customer discounts and rebates; and tax payments in the ordinary course of business. For example, annual employee bonuses are typically paid in the first quarter of the subsequent year. In addition, cash collections continue to be impacted by longer payment terms for certain biologic products in the U.S., primarily our newer oncology products including Opdivo, Yervoy and Empliciti ~~(90 days)~~ (75 days in 2020 and 90 days in 2019). 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 ~~$200 million~~$2.5 billion change in cash flow from operating activities compared to ~~2018~~2019 was primarily attributable to higher cash collections and timing of payments in the ordinary course of business of approximately $2.9 billion, including $2.5 billion relating to Celgene, offset by higher interest payments of approximately $400 million ~~partially offset by approximately $200 million~~in connection with the issuance of notes in May 2019 and debt assumed in connection with the Celgene ~~acquisition and integration related payments in 2019.~~acquisition.

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

The ~~$1.1 billion~~$407 million change in cash flow from investing activities compared to ~~2018~~2019 was primarily attributable ~~to:~~

~~Lower net acquisition and other payments of approximately $300 million primarily due to the Flexus contingent consideration payment in 2018.~~

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

The ~~$800 million~~$1.0 billion change in cash flow from financing activities compared to ~~2018~~2019 was primarily ~~attributable to higher debt repayments of approximately $1.0 billion~~ due to debt maturities of $1.3 billion in the ~~maturity~~first quarter of ~~notes in~~ 2019, partially offset by ~~approximately $200 million relating to repurchase of common stock in 2018.~~higher dividend payments.

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. ~~Spending on these programs represent approximately 35-45% of our annual R&D expenses in the last three years.~~ ~~Opdivo~~ was the only investigational compound or marketed product that represented greater than 10% of our R&D expenses in the last three years. Our late-stage development programs could potentially have an impact on our revenue and earnings within the next few years if regulatory approvals are obtained and products are successfully commercialized. The following are the developments in our marketed products and our late-stage pipeline:



Product	Indication	Date	Developments



Opdivo	CRC	February 2020	Ono, our ~~Orencia~~ ~~solution~~alliance partner for ~~subcutaneous injection~~Opdivo in ~~pre-filled syringe extension application (50 mg & 87.5 mg strength) and extension of indication~~Japan, announced that Japan's MHLW approved Opdivo for the treatment of ~~polyarticular JIA~~patients with MSI-H unresectable advanced or recurrent CRC that has progressed following chemotherapy. The approval was based on the the result from Opdivo monotherapy cohort of a multi-center, open-label Phase II CheckMate-142 study conducted by BMS, evaluating Opdivo in ~~pediatric~~ patients ~~two years~~with HSI-H or mismatch repair deficient recurrent or metastatic CRC that has progressed on or after, or been intolerant of ~~age and older.~~prior treatment with chemotherapy including fluoropyrimidine anticancer drugs.
	RAESCC	February 2020	Announced that Japan’s MHLW approved Opdivo for the treatment of patients with unresectable advanced or recurrent ESCC that has progressed following chemotherapy. The approval was based on the Phase III ATTRACTION-3 trial conducted by Ono in collaboration with BMS, which evaluated Opdivo versus chemotherapy (docetaxel or paclitaxel) for the treatment of patients with unresectable advanced or recurrent ESCC refractory or intolerant to combination therapy with fluoropyrimidine and platinum-based drugs.
	Gastric	March ~~2019~~2020	~~Announced~~Received NMPA approval for Opdivo in 3L gastric cancer in China. The approval was supported by the ONO-4538-12 Phase III study.
	NSCLC	February 2020	Ono, our alliance partner for Opdivo in Japan, announced the submission of a supplemental ~~applications~~application in Japan for Opdivo to expand the use for the treatment of unresectable advanced or recurrent NSCLC, in combination treatment with platinum-doublet chemotherapy, for a partial change in approved items of the manufacturing and marketing approval.
	RCC	April 2020	Announced with Exelixis, that CheckMate-9ER, a pivotal Phase III trial evaluating Opdivo in combination with Cabometyx* compared to sunitinib in previously untreated advanced or metastatic RCC, met its primary endpoint of progression-free survival at final analysis, as well as the secondary endpoints of overall survival at a pre-specified interim analysis, and objective response rate.
	RCC	February 2020	Announced five-year follow-up results from the Phase III CheckMate-025 study, which continue to demonstrate that treatment with Opdivo delivers superior overall survival and objective response rates in patients with previously treated advanced or metastatic RCC compared to those treated with everolimus.
	Ovarian Cancer	January 2020	Ono, our alliance partner for Opdivo in Japan, announced that Opdivo did not demonstrate a significant improvement in overall survival, a primary endpoint, versus chemotherapy in patients with platinum-refractory advanced or recurrent ovarian cancer in the final analysis of a multi-center, randomized, open-label Phase III clinical study (ONO-4538-23) conducted in Japan.



Product	Indication	Date	Developments



Opdivo+Yervoy	HCC	March 2020	Announced that Opdivo 1mg/kg plus Yervoy 3 mg/kg (injections for intravenous use) was approved by the FDA to treat HCC in patients who have been previously treated with sorafenib. Approval for this indication has been granted under accelerated approval based on overall response rate and duration of response seen in the Opdivo+Yervoy cohort of the Phase I/II CheckMate-040 trial. Continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials.
	MPM	April 2020	Announced that CheckMate-743, a pivotal Phase III trial evaluating Opdivo in combination with Yervoy in previously untreated MPM met its primary endpoint of overall survival. Based on a pre-specified interim analysis conducted by the independent Data Monitoring Committee, Opdivo in combination with Yervoy resulted in a statistically significant and clinically meaningful improvement in overall survival compared to chemotherapy (pemetrexed and cisplatin or carboplatin).
	NSCLC	April 2020	Announced that the FDA accepted our sBLA for Opdivo+Yervoy, administered concomitantly with a limited course of chemotherapy, for the first-line treatment of patients with metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations. This application is based on data from Phase III CheckMate-9LA trial evaluating Opdivo+Yervoy combined with chemotherapy compared to chemotherapy alone as a first-line treatment in patients with metastatic NSCLC regardless of PD-L1 expression and histology. The FDA granted the application Priority Review with a PDUFA goal date of August 6, 2020, in addition to granting Fast Track designation.
		April 2020	Announced the EMA validated a type II variation application for Opdivo+Yervoy, combined with limited chemotherapy, for the first-line treatment of patients with metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations.
		March 2020	Ono, our alliance partner for Opdivo in Japan, announced that the companies submitted a supplemental application in Japan for combination therapy of Opdivo+Yervoy, in combination treatment with a limited cycle of platinum-doublet chemotherapy, to expand the use for first-line treatment of unresectable, advanced or recurrent NSCLC, for a partial change in approved items of the manufacturing and marketing approval in Japan. This application is based on data from Phase III CheckMate-9LA trial evaluating Opdivo+Yervoy combined with chemotherapy compared to chemotherapy alone as a first-line treatment in patients with metastatic NSCLC regardless of PD-L1 expression and histology.
		January 2020	Announced voluntary withdrawal of the Company's application in the EU for the combination of Opdivo and Yervoy for the treatment of advanced NSCLC based on data from CheckMate-227. The application was originally filed in 2018 for patients with first-line NSCLC who have tumor mutational burden ≥10 mutations/megabase, based on the final analysis of progression-free survival, a co-primary endpoint in the trial. The application was subsequently amended to include the statistically significant result of overall survival, a co-primary endpoint, from CheckMate-227 Part 1a evaluating Opdivo+Yervoy versus chemotherapy in patients whose tumors expressed PD-L1 ≥1%. Though the CHMP acknowledged the integrity of the patient level data, the CHMP determined a full assessment of the application was not possible following multiple protocol changes the company made in response to rapidly evolving science and data. The company has no plans to refile this application in the EU.
		January 2020	Announced that the FDA accepted our sBLA for Opdivo in combination with Yervoy for the first-line treatment of patients with metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations. This application is based on data from Part 1 of the Phase 3 CheckMate -227 trial evaluating Opdivo plus Yervoy versus chemotherapy in patients with previously untreated NSCLC, in which the dual immunotherapy combination demonstrated significant improvement in overall survival versus chemotherapy alone. The FDA granted the application Priority Review with a PDUFA goal date of May 15, 2020.
	RCC	February 2020	Announced updated results from the Phase III CheckMate-214 study evaluating the combination of Opdivo+Yervoy versus sunitinib in patients with previously untreated advanced or metastatic RCC. With a minimum follow-up of 42 months, the combination of Opdivo+Yervoy continues to show superior overall survival, objective response rates, duration of response and complete response rates. The safety profile for Opdivo+Yervoy was consistent with prior findings and no new safety signals or drug-related death occurred with extended follow-up. The data were presented at the American Society of Clinical Oncology 2020 Genitourinary Cancers Symposium in San Francisco.



Product	Indication	Date	Developments



Reblozyl	MDS	April 2020	Received a positive CHMP opinion for the treatment of ~~pediatric~~adult patients with ~~newly diagnosed Philadelphia chromosome-positive ALL.~~transfusion-dependent anemia due to very low-, low- and intermediate-risk MDS with ring sideroblasts, who had an unsatisfactory response or are ineligible for erythropoietin-based therapy and adult patients with transfusion-dependent anemia associated with beta thalassemia.
	MDS	April 2020	Announced the FDA has approved Reblozyl for the treatment of anemia failing an erythropoiesis stimulating agent and requiring 2 or more red blood cell units over 8 weeks in adult patients with very low- to intermediate-risk MDS with ring sideroblasts or with myelodysplastic/myeloproliferative neoplasm with ring sideroblasts and thrombocytosis. Reblozyl is not indicated for use as a substitute for red blood cell transfusions in patients who require immediate correction of anemia.
	Beta Thalassemia	March 2020	Announced that the New England Journal of Medicine has published results from BELIEVE, the pivotal Phase III study evaluating the safety and efficacy of Reblozyl for the treatment of anemia in adults with beta thalassemia who require regular red blood cell transfusions.



~~Empliciti~~Zeposia	RMS	March 2020	Announced that the CHMP of EMA has adopted a positive opinion for Zeposia for the treatment of adult patients with RMS with active disease as defined by clinical or imaging features. The CHMP recommendation will now be reviewed by the European Commission, which has the authority to approve medicine for the EU.
~~Empliciti~~Zeposia	RMS	March 2020	Announced that the FDA approved Zeposia (ozanimod) 0.92 mg for the treatment of adults with RMS, including clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease. Zeposia, an oral medication taken once daily, is the only approved sphingosine-1-phosphate receptor modulator that offers RMS patients an initiation with no genetic test and no label-based first-dose observation required for patients. An up-titration scheme should be used to reach the maintenance dosage of Zeposia, as a transient decrease in heart rate and atrioventricular conduction delays may occur.

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” in our ~~2018~~2019 Form 10-K. There have been no material changes to our critical accounting policies during the three months ended March 31, ~~2019.~~2020. 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.”

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on historical performance and current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and 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 ~~pending~~business development strategy generally and in relation to our ability to realize the projected benefits of our acquisition of Celgene and to successfully integrate ours and Celgene's businesses and operations, the full extent of the negative impact of the COVID-19 pandemic on our operations and the development and commercialization of our products, the expiration of patents or data protection on certain products, including assumptions about our ability to retain patent exclusivity of certain products and the impact, and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. We ~~have included important factors in the cautionary statements~~ included in this Quarterly Report on Form 10-Q, ~~and~~ in the ~~2018~~2019 Form 10-K, particularly under the caption “Item 1A. Risk Factors,” and in our other filings with the SEC additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Additional 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 ~~federal securities~~applicable law, we undertake no obligation to ~~release~~ publicly ~~any updates~~update or ~~revisions to~~revise any forward-looking ~~statements~~statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this Quarterly Report on Form 10-Q.

For a discussion of our market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures ~~About~~about Market Risk” in our ~~2018~~2019 Form 10-K.

Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and 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. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31, ~~2019,~~2020, such disclosure controls and procedures are effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Information pertaining to legal proceedings can be found in “Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies,” to the interim consolidated financial statements, and is incorporated by reference herein.

There have been no material changes from the risk factors disclosed in the Company’s ~~2018~~2019 Form ~~10-K.~~10-K except for the addition of the following risk factors related to the COVID-19 pandemic:

The following table summarizes the surrenders of our equity securities during the three months ended March 31, ~~2019:~~2020:

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
January 1 to 31, 2019 18,799
$ 51.27
—
$ 1,348
February 1 to 28, 2019 150,539
51.75
—
1,348
March 1 to 31, 2019 983,201
51.38
—
1,348
Three months ended March 31, 2019 1,152,539
—



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
January 1 to 31, 2020	1,462,609	$	66.64	—	$	1,000
February 1 to 29, 2020	559,236	62.39		—	6,000
March 1 to 31, 2020	2,891,728	57.56		1,413,647	5,919
Three months ended March 31, 2020	4,913,573			1,413,647

The Annual Meeting of the Company was held on May 5, 2020.

Shareholders voted on the matters set forth below.

Item 1. The shareholders elected each of the Company’s 12 nominees to serve as directors of the Company until the 2021 Annual Meeting based upon the following votes:



	For	Against	Abstain	Broker Non-Vote
Peter J. Arduini	1,559,396,505	41,068,251	3,966,972	342,470,123
Robert Bertolini	1,560,064,008	40,300,186	4,067,534	342,470,123
Michael W. Bonney	1,299,847,889	299,506,217	5,077,622	342,470,123
Giovanni Caforio, M.D.	1,461,368,177	128,873,665	14,189,886	342,470,123
Matthew W. Emmens	1,564,285,144	35,860,117	4,286,467	342,470,123
Julia A. Haller, M.D.	1,597,389,902	3,359,319	3,682,507	342,470,123
Dinesh C. Paliwal	1,563,335,629	37,173,415	3,922,684	342,470,123
Theodore R. Samuels	1,562,148,047	38,058,137	4,225,544	342,470,123
Vicki L. Sato, Ph.D.	1,390,886,310	186,211,919	27,333,499	342,470,123
Gerald L. Storch	1,551,920,470	48,467,993	4,043,265	342,470,123
Karen H. Vousden, Ph.D.	1,563,238,539	37,545,762	3,647,427	342,470,123
Phyllis R. Yale	1,590,093,666	9,899,337	4,438,725	342,470,123

Item 2. The management proposal on the advisory vote to approve the compensation of our named executive officers was approved based upon the following votes:

Item 3. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2020 was ratified based upon the following votes:

Item 4. The shareholder proposal on separate Chair & CEO was not approved based upon the following votes:

Item 5. The shareholder proposal on shareholder right to act by written consent was not approved based upon the following votes:

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



Exhibit No.		Description
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 March 31, 2019, 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).

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



~~2018~~2019 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019	~~mCRPC~~LIBOR	~~metastatic castration-resistant prostate cancer~~London Interbank Offered Rate
~~ACS~~ALK	anaplastic lymphoma kinase	Lilly	Eli Lilly and Company
Amgen	Amgen Inc.	LOE	loss of exclusivity
AML	acute ~~coronary syndrome~~myeloid leukemia	MDL	multi-district litigation
~~ALL~~Amylin	~~acute lymphoblastic leukemia~~Amylin Pharmaceuticals, Inc.	MDS	myelodysplastic syndromes
aNDA	abbreviated new drug applications	MHLW	Ministry of Health, Labour and Welfare
AstraZeneca	AstraZeneca PLC	MPM	malignant pleural mesothelioma
BCMA	B-cell maturation antigen	MSI-H	high microsatellite instability
~~Amylin~~Biohaven	~~Amylin Pharmaceuticals, Inc.~~Biohaven Pharmaceutical Holding Company Ltd.	Nektar	Nektar Therapeutics
BLA	biologics license application	NKT	natural killer T cells
~~aNDA~~CAR	~~abbreviated new drug applications~~chimeric antigen receptor	NMPA	National Medical Products Administration
Catalent	Catalent, Inc.	NSCLC	non-small cell lung cancer
~~AstraZeneca~~Celgene	~~AstraZeneca PLC~~Celgene Corporation	NVAF	non-valvular atrial fibrillation
~~Celgene~~	~~Celgene Corporation~~	~~OTC~~	~~over-the-counter~~
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	Ono	Ono Pharmaceutical Co., Ltd.
CHMP	Committee for Medicinal Products for Human Use	OTC	over-the-counter
CML	chronic myeloid leukemia	Otsuka	Otsuka Pharmaceutical Co., Ltd.
~~CML~~CRC	~~chronic myeloid leukemia~~	~~PCI~~	~~percutaneous coronary intervention~~
~~Cormorant~~	~~Cormorant Pharmaceuticals~~colorectal cancer	PD-1	programmed cell death protein 1
~~CRC~~CVR	~~colorectal cancer~~contingent value rights	PD-L1	programmed death-ligand 1
~~dMMR~~EGFR	~~DNA mismatch repair deficient~~estimated glomerular filtration rate	PDUFA	The Prescription Drug User Fee Act
EMA	European Medicines Agency	Pfizer	Pfizer, Inc.
ECEPO	European ~~Commission~~Patent Office	PsA	psoriatic arthritis
~~EPO~~EPS	~~European Patent Office~~earnings per share	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarterly period ended ~~March 31,~~September 30, 2019
~~EPS~~	~~earnings per share~~	~~R&D~~	~~research and development~~
ERISA	Employee Retirement Income Security Act of 1974	R&D	research and development
ESCC	esophageal squamous cell carcinoma	RA	rheumatoid arthritis
EU	European Union	RCC	renal cell carcinoma
FASB	Financial Accounting Standards Board	~~RRMM~~RMS	~~relapsed/refractory~~relapsing forms of multiple ~~myeloma~~
~~FCPA~~	~~Foreign Corrupt Practices Act~~	~~Sanofi~~	~~Sanofi S.A.~~sclerosis
FDA	U.S. Food and Drug Administration	~~sBLA~~Sanofi	~~supplemental Biologics License Application~~Sanofi S.A.
Flexus	Flexus Biosciences, Inc.	~~SCCHN~~sBLA	~~squamous cell carcinoma of the head and neck~~supplemental Biologics License Application
GAAP	U.S. generally accepted accounting principles	SEC	Securities and Exchange Commission
GTN	gross-to-net	~~SK Biotek~~U.S.	~~SK Biotek Co., Ltd.~~United States
HCC	hepatocellular carcinoma	UK	United Kingdom
HIV	human immunodeficiency viruses	VAT	value added tax
IO	immuno-oncology	~~TMB~~ViiV	~~tumor mutational burden~~ViiV Healthcare Limited
IPRD	in-process research and development	~~U.S.~~VTE	~~United States~~venous thromboembolic
JIA	juvenile idiopathic arthritis	UK	~~United Kingdom~~
~~LIBOR~~	~~London Interbank Offered Rate~~	~~VAT~~	~~value added tax~~
~~Lilly~~	~~Eli Lilly and Company~~	~~VTE~~	~~venous thromboembolic~~
~~LOE~~	~~loss of exclusivity~~

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.



Delaware		22-0790350
(State or other jurisdiction of incorporation or organization)		(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
Bristol-Myers Squibb Contingent Value Rights	BMY RT	New York Stock Exchange
Celgene Contingent Value Rights	CELG RT	New York Stock Exchange



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




PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive (Loss)/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	2527

Item 3.
Quantitative and Qualitative Disclosure About Market Risk	3944

Item 4.
Controls and Procedures	3944

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings	3945

Item 1A.
Risk Factors	3945

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds	3946

Item 5.
Submission of Matters to a Vote of Security Holders	47

Item 6.
Exhibits	4048

Summary of Abbreviated Terms	4149
Signatures	4250


ASSETS	March 31, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Current Assets:
Cash and cash equivalents	$	7,335		$	6,911		$	15,817		$	12,346
Marketable securities	1,429			1,973
Marketable debt securities							2,505			3,047
Receivables	5,704			5,965			8,290			7,685
Inventories	1,283			1,195			2,836			4,293
Prepaid expenses and other	1,342			1,116
Other current assets							2,405			1,983
Total Current Assets	17,093			17,160			31,853			29,354
Property, plant and equipment	4,985			5,027			6,112			6,252
Goodwill	6,536			6,538			22,452			22,488
Other intangible assets	1,026			1,091			61,666			63,969
Deferred income taxes	1,380			1,371			605			510
Marketable securities	1,233			1,775
Other assets	2,581			2,024
Marketable debt securities							651			767
Other non-current assets							5,946			6,604
Total Assets	$	34,834		$	34,986		$	129,285		$	129,944

LIABILITIES
Current Liabilities:
Short-term debt obligations	$	381		$	1,703		$	3,862		$	3,346
Accounts payable	1,976			1,892			3,069			2,445
Accrued liabilities	5,856			6,489
Deferred income	103			172
Income taxes payable	525			398
Other current liabilities							12,301			12,513
Total Current Liabilities	8,841			10,654			19,232			18,304
Deferred income	448			468
Income taxes payable	3,084			3,043
Pension and other liabilities	1,509			1,048
Deferred income taxes							6,531			6,454
Long-term debt	5,635			5,646			42,844			43,387
Other non-current liabilities							10,701			10,101
Total Liabilities	19,517			20,859			79,308			78,246

Commitments and contingencies

EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock	—			—			—			—
Common stock	221			221			292			292
Capital in excess of par value of stock	2,103			2,081			43,254			43,709
Accumulated other comprehensive loss	(2,644		)	(2,762		)	(1,549		)	(1,520		)
Retained earnings	35,109			34,065			32,671			34,474
Less cost of treasury stock	(19,571		)	(19,574		)	(24,757		)	(25,357		)
Total Bristol-Myers Squibb Company Shareholders’ Equity	15,218			14,031			49,911			51,598
Noncontrolling interest	99			96			66			100
Total Equity	15,317			14,127			49,977			51,698
Total Liabilities and Equity	$	34,834		$	34,986		$	129,285		$	129,944


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


	Three Months Ended March 31,						Three Months Ended March 31,
EARNINGS	2019			2018			2020			2019
Net product sales	$	5,713		$	4,972		$	10,541		$	5,713
Alliance and other revenues	207			221			240			207
Total Revenues	5,920			5,193			10,781			5,920

Cost of products sold(a)	1,844			1,584			3,662			1,824
Marketing, selling and administrative	1,006			980			1,606			1,006
Research and development	1,351			1,250			2,372			1,348
Other income (net)	(260		)	(400		)
Amortization of acquired intangible assets							2,282			24
Other expense/(income), net							1,163			(261		)
Total Expenses	3,941			3,414			11,085			3,941

Earnings Before Income Taxes	1,979			1,779
(Loss)/Earnings Before Income Taxes							(304		)	1,979
Provision for Income Taxes	264			284			462			264
Net Earnings	1,715			1,495
Net (Loss)/Earnings							(766		)	1,715
Noncontrolling Interest	5			9			9			5
Net Earnings Attributable to BMS	$	1,710		$	1,486
Net (Loss)/Earnings Attributable to BMS							$	(775	)	$	1,710

Earnings per Common Share
(Loss)/Earnings per Common Share
Basic	$	1.05		$	0.91		$	(0.34	)	$	1.05
Diluted	1.04			0.91			(0.34		)	1.04



	Three Months Ended March 31,
COMPREHENSIVE INCOME	2019		2018
Net Earnings	$	1,715	$	1,495
Other Comprehensive Income/(Loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	14		(19		)
Pension and postretirement benefits	49		129
Available-for-sale securities	26		(26		)
Foreign currency translation	29		5
Other Comprehensive Income/(Loss)	118		89

Comprehensive Income	1,833		1,584
Comprehensive Income Attributable to Noncontrolling Interest	5		9
Comprehensive Income Attributable to BMS	$	1,828	$	1,575



	Three Months Ended March 31,
COMPREHENSIVE (LOSS)/INCOME	2020			2019
Net (Loss)/Earnings	$	(766	)	$	1,715
Other Comprehensive (Loss)/Income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	70			14
Pension and postretirement benefits	16			49
Available-for-sale debt securities	1			26
Foreign currency translation	(116		)	29
Other Comprehensive (Loss)/Income	(29		)	118

Comprehensive (Loss)/Income	(795		)	1,833
Comprehensive Income Attributable to Noncontrolling Interest	9			5
Comprehensive (Loss)/Income Attributable to BMS	$	(804	)	$	1,828


(a)	Includes adjustments tofor provisions for product sales made in prior periods resulting from changes in estimates of $72 million and $78 million ~~and $50 million in~~for the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively.


(b)	Other revenues include royalties and alliance-related revenues for products not sold by ~~the Company's~~BMS's regional commercial organizations.



Dollars in Millions	March 31, 2019		December 31, 2018
Prepaid expenses and other	$	51	$	35
Other assets	16		19
Total contract assets	$	67	$	54


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


(a)	Excludes $18 million of accelerated stock-based compensation.


	March 31, 2019					December 31, 2018					March 31, 2020							December 31, 2019
Dollars in Millions	Level 1		Level 2			Level 1		Level 2			Level 1		Level 2			Level 3		Level 1		Level 2			Level 3
Cash and cash equivalents - money market and other investments	$	—	$	6,741		$	—	$	6,173
Marketable securities
Cash and cash equivalents - money market and other securities											$	—	$	13,528		$	—	$	—	$	10,448		$	—
Marketable debt securities:
Certificates of deposit	—		658			—		971			—		1,062			—		—		1,227			—
Commercial paper	—		139			—		273			—		869			—		—		1,093			—
Corporate debt securities	—		1,865			—		2,379			—		1,225			—		—		1,494			—
Equity investments	—		—			—		125
Derivative assets	—		63			—		44					202					—		140			—
Equity investments	164		272			88		266			1,822		145			—		2,020		175			—
Derivative liabilities	—		(10		)	—		(31		)	—		(29		)	—		—		(40		)	—
Contingent consideration liability:
Contingent value rights											2,862		—			—		2,275		—			—
Other acquisition related contingent consideration											—		—			69		—		—			106


(a)	All non-current marketable debt securities mature within five years as of March 31, ~~2019~~2020 and December 31, ~~2018.~~2019.


(a)	Included in ~~prepaid expenses~~Other current assets and ~~other and other~~Other non-current assets.


(b)	Included in ~~accrued~~Other current liabilities and ~~pension and other~~Other non-current liabilities.


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



Dollars in Millions	2019
Operating lease cost	$	27
Variable lease cost	6
Short-term lease cost	5
Sublease income	—
Total operating lease expense	$	38



Dollars in Millions	March 31, 2019		January 1, 2019
Other assets	$	527	$	543

Accrued liabilities	40		40
Pension and other liabilities	529		548
Total liabilities	$	569	$	588



Dollars in Millions	Operating Leases
2019 (excluding the three months ended March 31, 2019)	$	35
2020	86
2021	76
2022	70
2023	62
Thereafter	395
Total future lease payments	724

Less imputed interest	155
Total lease liability	$	569



Dollars in Millions, except lease term and discount rate
Cash paid for amounts included in the measurement of operating lease liabilities	$	29
Weighted-average remaining lease term (in years)	11
Weighted-average discount rate	4		%


(a)	Includes measurement period adjustments. Refer to “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for more information.


(a)	Restricted cash consists of escrow for litigation settlements and funds restricted for annual Company contributions to the defined contribution plan in the U.S. Restricted cash of $429 million was included in cash, cash equivalents and restricted cash at March 31, 2020 in the consolidated statements of cash flows.


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



	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value		Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Shares		Cost			Noncontrolling Interest
Balance at December 31, 2018	2,208	$	221	$	2,081	$	(2,762	)	$	34,065		576		$	(19,574	)	$	96
Accounting change - cumulative effect^(a)	—	—		—		—			5			—		—			—
Adjusted balance at January 1, 2019	2,208	221		2,081		(2,762		)	34,070			576		(19,574		)	96
Net earnings	—	—		—		—			1,710			—		—			5
Other Comprehensive Income/(Loss)	—	—		—		118			—			—		—			—
Cash dividends declared^(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		22		—			—			(4	)	3			—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2019	2,208	$	221	$	2,103	$	(2,644	)	$	35,109		572		$	(19,571	)	$	99


(a)	Refer to “—Note 1. ~~Basis of Presentation~~Accounting Policies and Recently Issued Accounting Standards” in the Company's 2019 Form 10-K for additional information.


~~(a)~~	~~Refer to “—Note 1. Accounting Policies and Recently Issued Accounting Standards” in the Company's 2018 Form 10-K for additional information.~~


~~(b)~~	~~Cash dividends declared per common share were $0.40 for the three months ended March 31, 2018.~~


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


(a)	Income tax benefit excludes excess tax benefits of $23 million and $2 million from share-based compensation awards that were vested or exercised during the three months ended March 31, 2020 and 2019, respectively.


	Three Months Ended March 31,
	Total Revenues				2019 vs. 2018				Three Months Ended March 31,				2020 vs. 2019
Dollars in Millions	2019		2018		% Change		Foreign Exchange^(b)		2020		2019		% Change		Foreign Exchange^(b)
United States	$	3,449	$	2,778	24	%	—		$	6,766	$	3,449	96	%	—
Europe	1,480		1,406		5	%	(9	)%	2,567		1,480		73	%	(3	)%
Rest of the World	874		873		—		(8	)%	1,335		874		53	%	(5	)%
Other^(a)	117		136		(14	)%	N/A		113		117		(3	)%	N/A
Total	$	5,920	$	5,193	14	%	(4	)%	$	10,781	$	5,920	82	%	(1	)%


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


•	U.S. revenues decreased due to the smaller previously-treated advanced lung cancer market and increased competition for the Opdivo+Yervoy combination in kidney cancer.

Broker Non-Vote

1,488,216,779