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

Eliquis - U.S.

In 2017, BMS received Notice Letters from NaN generic companies notifying BMS that they had filed aNDAs containing paragraph IV certifications seeking approval of generic versions of Eliquis. As a result, 2 Eliquis patents listed in the FDA Orange Book are being challenged: the composition of matter patent claiming apixaban specifically and a formulation patent. In response, BMS, along with its partner Pfizer, initiated patent infringement actions under the Hatch-Waxman Act against all generic filers in the U.S. District Court for the District of Delaware in April 2017. In August 2017, the U.S. Patent and Trademark Office granted patent term restoration to the composition of matter patent to November 2026, thereby restoring the term of the Eliquis composition of matter patent, which is BMS’s basis for projected LOE. BMS settled with a number of aNDA filers. These settlements do not affect BMS’s projected LOE for Eliquis. A trial with the remaining aNDA filers took place in late 2019. OnIn August 5, 2020, the U.S. District Court issued a decision finding that the remaining aNDA filers’ products infringed the Eliquis composition of matter and formulation patents and that both Eliquis patents are not invalid. The remaining aNDA filers have appealed to the U.S. Court of Appeals for the Federal Circuit. The oral argument for the appeal is scheduled to occur in September 2021.

Plavix* - Australia

Sanofi was notified that, in August 2007, GenRx Proprietary Limited (“GenRx”) obtained regulatory approval of an application for 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 ($~~309~~341 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~~government’s claim for damages. In May 2020, the Australian government appealed the Federal Court’s ~~decision.~~decision and an appeal hearing concluded in February 2021.

Pomalyst - Canada

Celgene received a Notice of Allegation in January 2020 from Natco Pharma (Canada) Inc. (“Natco Canada”) notifying Celgene that it had filed 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. Natco Canada alleges that the asserted patents are invalid and/or not infringed. A trial is scheduled to begin onin November ~~15,~~ 2021.

Celgene received ~~two Notices~~a second Notice of Allegation in ~~March~~November 2020 from ~~Dr. Reddy’s Laboratories Ltd. (“DRL Canada”)~~Natco Canada notifying Celgene that it had filed ana second 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 ~~two~~a patent infringement ~~actions~~action in the Federal Court of Canada. ~~DRL~~Natco Canada alleges that the asserted patents are invalid and/or not infringed. A trial is scheduled to begin ~~on January 17,~~in May 2022.

25Celgene received four Notices of Allegation in February 2021 from Apotex Inc. notifying Celgene that it had filed two aNDSs with Canada’s Minister of Health with respect to certain of Celgene’s Canadian patents. Apotex Inc. is seeking to market a generic version of Pomalyst in Canada. In response, in April 2021, Celgene initiated patent infringement actions against Apotex Inc. in the Federal Court of Canada. In July 2021, Celgene and Apotex Inc. entered into a confidential settlement agreement and the cases were discontinued.

Pomalyst - U.S.

Beginning in 2017, Celgene received Notice letters on behalf of ~~Teva Pharmaceuticals USA, Inc. (“Teva”);~~ Apotex Inc. ~~(“Apotex”)~~ and Apotex Corp. (together, “Apotex”); Hetero Labs Limited, Hetero Labs Limited Unit-V, Hetero Drugs Limited, Hetero USA, Inc. ~~(together,~~(collectively, “Hetero”); Eugia Pharma Specialities Limited, ~~and~~ Aurobindo Pharma Ltd., Aurobindo Pharma USA, Inc., and Aurolife Pharma LLC (collectively, “Aurobindo”); and Mylan Pharmaceuticals ~~Inc.; and Breckenridge Pharmaceutical,~~ Inc. notifying Celgene that they had filed aNDAs containing paragraph IV certifications seeking approval to market generic versions of Pomalystin the U.S. In response, Celgene filed patent infringement actions against the companies in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents and the companies filed answers, counterclaims and declaratory judgment actions alleging that the asserted patents are invalid, unenforceable, and not infringed. These litigations were subsequently consolidated. In March 2020, Celgene subsequently filed additional patent infringement actions in the U.S. District Court for the District of New Jersey against each of the companies asserting a newly-issued patent that is listed in the FDA Orange Book and that covers formulations comprising pomalidomide. The companies each filed responsive pleadings ~~between April and June 2020,~~ alleging that the patent is invalid and not infringed. The Court has consolidated these additional litigations with the previously-consolidated litigations. ~~A trial~~In September 2020, the Court granted Mylan Pharmaceuticals Inc.’s motion to dismiss, which decision Celgene has appealed. In October 2020, Aurobindo received final approval from the FDA of its aNDA. In April and July 2021, Celgene entered into confidential settlement agreements with Apotex and Aurobindo, respectively, settling all outstanding claims in the litigation with Apotex and Aurobindo. Trial against the remaining defendant, Hetero, is ~~scheduled to begin on January 11,~~set for November 2021.

In February and March 2019, Celgene filed additional patent infringement actions in the U.S. District Court for the District of New Jersey against the companies asserting certain patents that are not listed in the FDA Orange Book and that cover polymorphic forms of pomalidomide, and the companies filed ~~answer~~answers and/or counterclaims alleging that each of these patents is invalid and/or not infringed. ~~In these~~These actions have been consolidated with the ~~Court has ordered that~~earlier-filed actions against the ~~parties be ready for trial by April 15, 2021.~~companies.

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

In March 2020, Celgene filed an additional patent infringement action in the U.S. District Court for the District of New Jersey against DRL asserting a newly-issued patent that is listed in the FDA Orange Book and that covers formulations comprising pomalidomide, which has been consolidated with the above DRL case. In April 2021, DRL received tentative approval from the FDA of its aNDA. The Court has not set a trial date in this consolidated action.

~~Revlimid~~ ~~- Canada~~

In February 2021, 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~~filed an additional patent infringement ~~actions~~action in the ~~Federal~~U.S. District Court for the District of ~~Canada~~New Jersey against DRL asserting certain patents that are not listed in the FDA Orange Book and ~~sought an injunction. Natco alleges~~ that ~~the asserted patents are invalid and/or not infringed. The~~cover polymorphic forms of pomalidomide. No trial ~~which was scheduled to start on March 30, 2020,~~date has been ~~postponed due to COVID-19. In July 2020, the parties entered into a confidential settlement agreement, which concluded the~~set for this matter.

Revlimid - U.S.

Celgene has received Notice Letters on behalf of ~~DRL; Zydus Pharmaceuticals (USA) Inc.; Cipla Ltd. (“Cipla”); Apotex;~~ Sun Pharma Global FZE, Sun Pharma Global Inc., Sun Pharmaceutical Industries, Inc., and Sun Pharmaceutical Industries ~~Limited;~~Limited (collectively, “Sun”); Hetero; Mylan Pharmaceuticals Inc., Mylan Inc., and Mylan N.V. (collectively, “Mylan”); ~~and Aurobindo~~Aurobindo; Lupin Limited (“Lupin”); Hikma Pharmaceuticals USA, Inc.; Biocon Pharma Limited, ~~Eugia~~Biocon Limited, and Biocon Pharma, ~~Specialities~~Inc.; and Torrent Pharmaceuticals Limited ~~Aurobindo~~and Torrent 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, who have filed answers and/or counterclaims alleging that the asserted patents are invalid and/or not infringed. ~~Mylan has filed a motion to dismiss the District of New Jersey action, and that motion remains pending.~~ No trial date has been scheduled in any of these New Jersey actions.

Celgene has received two additional Notice Letters on behalf of Cipla, notifying Celgene that Cipla had filed two additional aNDAs containing paragraph IV certifications seeking approval to market generic versions of ~~Revlimid~~ in the U.S. In response, Celgene filed two additional patent infringement actions against Cipla in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents. Cipla has filed an answer and counterclaims alleging that the asserted patents are invalid and/or not infringed in the first of those two actions and has not yet filed a responsive pleading in the second of those two actions. No trial date has been scheduled in either of these two actions.

Celgene also filed a patent infringement action against Mylan in the U.S. District Court for the Northern District of West Virginia ~~(the “West Virginia action”)~~ asserting certain FDA Orange Book-listed patents and other non-FDA Orange Book-listed patents. ~~In April 2020, in the West Virginia action,~~ Mylan ~~Pharmaceuticals Inc.~~ filed its answer and counterclaims alleging that the patents are invalid ~~unenforceable and~~and/or not infringed. ~~Mylan Inc. and Mylan N.V. filed a motion to dismiss, which remains pending. A trial is scheduled to begin in the West Virginia action on October 4, 2021.~~

In ~~May 2020,~~June and July 2021, Celgene ~~received a Notice Letter from Lupin Limited (“Lupin”) notifying Celgene that it had filed an aNDA containing paragraph IV certifications seeking approval to market generic versions of~~ ~~Revlimid~~entered into confidential settlement agreements with Sun, Aurobindo, and Mylan, respectively, settling all outstanding claims in the U.S. In response, Celgene filed a patent infringement action against Lupin in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents. No trial date has been scheduled.litigations with Sun, Aurobindo, and Mylan.

Sprycel - U.S.

In August 2019, BMS received a Notice Letter from Dr. Reddy’s Laboratories, Inc. notifying BMS that it had filed an aNDA containing paragraph IV certifications seeking approval of a generic version of Sprycel in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In response, BMS filed a patent infringement action in the U.S. District Court for the District of New Jersey. ~~No trial date has been scheduled.~~

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 filed a patent infringement lawsuit in the U.S. District Court for the District of New Jersey. No trial date has been scheduled.

~~In May~~ 2020, BMS received a Notice Letter from Lupin notifying BMS that it had filed an aNDA containing paragraph IV certifications seeking approval of a generic version of Sprycel in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In response, BMS filed patent infringement actions in the U.S. District Courts for the District of New Jersey and Delaware. ~~No trial date~~The case in Delaware has been ~~scheduled.~~dismissed.

In July 2021, BMS entered into confidential settlement agreements with Dr. Reddy’s Laboratories, Inc. and Lupin, settling all outstanding claims in the litigations.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits

BMS and certain 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 labeling, sales ~~and~~and/or promotion of Plavix*Plavix*. ~~The~~A trial in the Hawaii matter occurred in 2020. In February 2021, the Court issued a decision against Sanofi and BMS, imposing penalties in the total amount of $834 million, with $417 million attributed to BMS. Sanofi and BMS disagree with the decision and are appealing it. BMS remains confident in the merits of its case and its likelihood of success on appeal and BMS does not believe establishing a reserve is ~~currently scheduled~~warranted for this matter. A trial in ~~October 2020.~~the New Mexico matter is scheduled to begin in April 2022.

PRODUCT LIABILITY LITIGATION

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, BMS also faces unfiled claims involving its products.

Abilify*

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 138~~less than 20 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 ~~ten~~eleven cases pending in Canada (four class actions, ~~six~~seven individual injury claims). Out of the ~~ten~~eleven cases, only ~~three~~two are active (the class actions in Quebec and ~~Ontario and one individual injury claim)~~Ontario). Both class actions have now been certified and will proceed ~~separately.~~separately, subject to a pending appeal of the Ontario class certification decision.

Byetta*

Amylin, a former subsidiary of BMS, and Lilly are co-defendants in product liability litigation related to Byetta*. ~~To date,~~As of June 2021, there are approximately 590 separate lawsuits pending on behalf of approximately ~~2,245~~2,250 active plaintiffs (including pending settlements), which include injury plaintiffs as well as claims by spouses and/or other beneficiaries, in various courts in the U.S. The majority of these cases have been brought by individuals who allege personal injury sustained after using 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”). In ~~November 2015,~~April 2020 the 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 summary judgment order and remanded those cases to the JCCP for further proceedings. Amylin hasdefendants filed a motion for summary judgment based on federal preemption and a motion for summary judgment based on the absence of general causation evidence ~~both set~~in the MDL and JCCP. Both motions were granted in March 2021 and April 2021, respectively. The orders will result in the dismissal of all claims alleging an injury of pancreatic cancer in the MDL and JCCP. Plaintiffs have appealed the MDL order and may seek appeals in the JCCP. BMS sold Byetta* to ~~be heard~~AstraZeneca in ~~October 2020. Amylin had product liability insurance covering a substantial number of claims involving~~ Byetta* ~~(which has been exhausted). As~~February 2014 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*Byetta* is expected to be shared with AstraZeneca.

Onglyza*

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 June ~~2020,~~2021, claims are pending in state and federal court on behalf of approximately ~~279~~270 individuals who allege they ingested the product and suffered an injury. In February 2018, the Judicial Panel on Multidistrict Litigation ordered all federal cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of the claims are pending in the MDL. As part of BMS’s global diabetes business divestiture, BMS sold Onglyza* to AstraZeneca in February 2014 and any potential liability with respect to Onglyza* is expected to be shared with AstraZeneca.

SECURITIES LITIGATION

BMS Securities Class Action

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

Celgene Securities Class Action

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

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

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

Contingent Value Rights Litigation

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

OTHER LITIGATION

Average Manufacturer Price Litigation

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

28revert to BMS.

HIV Medication Antitrust Lawsuits

BMS and ~~several~~two other manufacturers of HIV medications are defendants in related lawsuits pending in the Northern District of California. The lawsuits allege 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 currently pending actions, ~~which are~~ asserted on behalf of indirect purchasers, were initiated in 2019 in the Northern District of California and in 2020 in the Southern District of Florida. The Florida matter was transferred to the Northern District of California. In July 2020, the Court granted in part defendants’ motion to dismiss, including dismissing with prejudice ~~plaintiffs'~~plaintiffs’ claims as to an overarching conspiracy and ~~plaintiffs'~~plaintiffs’ theories based on the alleged payment of royalties after patent expiration. Other claims, however, remain. ~~A trial is scheduled for February 2022.~~ In ~~addition, an action~~September and October 2020, two purported class actions have also been filed asserting similar claims on behalf of direct ~~purchasers was~~purchasers. In March 2021, the Court dismissed one of the direct purchaser cases and limited the claims of the remaining direct purchaser case to those arising in 2016 or later. However, the Court gave plaintiffs leave to amend their complaints, and one plaintiff filed ~~in 2020 in~~an amended complaint on March 16, 2021. A trial on both the ~~Northern District of California, but this action was voluntarily dismissed without prejudice in June 2020.~~direct and indirect purchaser claims is scheduled for November 2022.

~~Humana Litigations~~

~~On May 16, 2018, Humana, Inc. (“Humana”) filed a lawsuit against Celgene~~

In February 2021, BMS and two other manufacturers of HIV medications were sued in State Court in New Mexico by the ~~Pike County Circuit Court~~Attorney General of the ~~Commonwealth~~State of ~~Kentucky. Humana’s complaint alleges Celgene engaged~~New Mexico in ~~unlawful off-label marketing in connection with sales~~a case alleging that the defendants’ agreements to develop and sell various fixed-dose combination products for the treatment of HIV, including Atripla*, and agreements to settle certain patent litigation violate the antitrust laws of the State of New Mexico. No schedule has been set for the case.

Thalomid and Revlimid 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 scheduled. In May 2020, Celgene filed suit against Humana Pharmacy, Inc. (“HPI”), a Humana subsidiary, in Delaware Superior Court. Celgene’s complaint alleges that HPI breached its contractual obligations to Celgene by assigning claims to Humana that Humana is now asserting. The complaint seeks damages for HPI’s breach as well as a declaratory judgment.

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 scheduled.

~~Thalomid~~ ~~and~~ ~~Revlimid~~ ~~Antitrust Class Action Litigation~~Litigations

Beginning in November 2014, certain putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws by (a) allegedly securing an exclusive supply contract for the alleged purpose of preventing a generic manufacturer from securing its own supply of thalidomide active pharmaceutical ingredient, (b) allegedly refusing to sell samples of Thalomid and Revlimid brand drugs to various generic manufacturers for the alleged purpose of bioequivalence testing necessary for aNDAs to be submitted to the FDA for approval to market generic versions of these products, (c) allegedly bringing unjustified patent infringement lawsuits in order to allegedly delay approval for proposed generic versions of Thalomid and Revlimid, and/or (d) allegedly entering into settlements of patent infringement lawsuits with certain generic manufacturers that allegedly have had anticompetitive effects. The plaintiffs, on behalf of themselves and putative classes of third-party payers, ~~are seeking~~sought 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. In ~~May~~October 2020, the Court ~~preliminarily approved~~entered a final order approving the settlement and ~~a hearing on fairness and final approval is scheduled for September 30, 2020.~~dismissed the matter. That settlement does not resolve the claims of certain entities that opted out of the ~~first~~ settlement.

In May 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 scheduled.

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

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 were made in the class action ~~litigation.~~litigation in addition to certain claims regarding donations directed to copay assistance. The complaint purports to assert claims on behalf of UHS and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. ~~Motions~~In December 2020, Celgene’s motion to transfer the action to the District of New Jersey was granted and the case is now pending in that Court. In January 2021, Celgene filed a motion to dismiss ~~this matter are pending.~~UHS’s complaint, which the Court administratively terminated in June 2021 pending its decision on Celgene’s pending motion to dismiss Humana’s complaint. No trial date has been scheduled.

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

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

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

2928

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

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

GOVERNMENT INVESTIGATIONS

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

ENVIRONMENTAL PROCEEDINGS

As previously reported, 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 BMS’s current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA Matters

With respect to CERCLA matters for which BMS is responsible under various state, federal and foreign laws, 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 BMS accrues liabilities when they are probable and reasonably estimable. BMS estimated its share of future costs for these sites to be ~~$77.4~~$75 million at June 30, ~~2020,~~2021, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.

3029

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

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

EXECUTIVE SUMMARY

Bristol-Myers Squibb Company is a global 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 ~~vision is to be the world's leading~~focus as a biopharmaceutical company ~~that transforms patients' lives through science~~is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology (both solid tumors and hematology), immunology, cardiovascular and fibrosis. ~~We continue~~Our four strategic priorities are to ~~advance~~drive enterprise performance, maximize the ~~next wave~~value of ~~innovative medicines by investing significantly in~~our commercial portfolio, ensure the long-term sustainability of our pipeline ~~both internally~~through combined internal and ~~through business development activities.~~external innovation and establish our new culture and embed our people strategy. For further information on our strategy, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Executive Summary-Strategy” in our ~~2019~~2020 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

In 2021, we received 13 approvals for new medicines and additional indications and formulations of currently marketed medicines in major markets (the U.S., EU and Japan), including advancement in hematology malignancies through regulatory approvals of Breyanzi and Abecma, the first approvals of our cell therapy portfolio. In support of our continued investment in our cell therapy portfolio, we are expanding our manufacturing capabilities through the construction of new state-of-the-art cell therapy manufacturing facilities in Devens, Massachusetts and Leiden, Netherlands. We ~~completed~~continue to see momentum in our oncology portfolio with the ~~Celgene transaction on November 20, 2019.~~approvals for both Opdivo and Opdivo+Yervoy in various indications. We ~~expect that~~continue to expand our portfolio in immunology with the FDA approval of Zeposia for the treatment of adults with moderately to severely active UC and an important opportunity for deucravacitinib, our TYK2 inhibitor, for the treatment of psoriasis and other diseases. We bolstered our leading cardiovascular franchise by adding mavacamten with the acquisition of ~~Celgene will further position us as a leading biopharmaceutical company, expanding our oncology, hematology and immunology portfolios~~MyoKardia in 2020. In March 2021, the FDA accepted the NDA for mavacamten for patients with ~~several near-term assets and additional external partnerships. Commencing from the acquisition~~symptomatic obstructive HCM with an assigned PDUFA goal date ~~BMS's consolidated financial statements include the assets, liabilities, operating results and cash flows~~ of ~~Celgene.~~

January 28, 2022.

In December 2019, a novel strain of coronavirus (“COVID-19”) emerged and subsequently expanded to a pandemic resulting in significant risks and disruptions to the health and welfare of the global population and economy. It remains difficult to reasonably assess or predict the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The impact will depend on future developments such as the ultimate duration and recovery from the pandemic, government actions, impact on the U.S. and global economies, customer behavior changes and timing for resumption to our normal operations, among others. Refer to “—COVID-19 and Market Factors” for further information.

Our revenues increased by ~~71%~~9% for the six months ended June 30, ~~2020 as a result of the Celgene acquisition, which contributed $8.4 billion of revenues or 69% of the growth,~~2021 due to Eliquis, Revlimid, our IO and ~~higher~~new product portfoliosand foreign exchange, partially offset by lower demand for ~~Eliquis~~.established brands. The first quarter 2020 favorable revenues impact from inventory build in sales channels was more than offset by a negative impact in the second quarter 2020 due to sales channel inventory work downs and lower demand from fewer new patient starts. The $2.30 decrease$1.74 change in GAAP EPS primarily resulted from ~~(i) amortization of acquired intangible assets, (ii) the~~specified items including, lower unwinding of inventory fair value adjustments, contingent value rights and ~~(iii)~~lower tax charges, ~~resulting from an internal transfer of certain intangible assets and the~~ ~~Otezla~~* divestiture, partially offset by higher ~~revenues.~~research and development, impairment and debt redemption charges. After adjusting for specified items, non-GAAP EPS increased ~~$1.06~~$0.32 as a result of higher revenues, partially offset by higher costs and expenses to support product launches and the ~~Celgene acquisition.~~broader portfolio.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions, except per share data	Dollars in Millions, except per share data	2020		2019		2020		2019		Dollars in Millions, except per share data	2021		2020		2021		2020
Total Revenues	Total Revenues	$	10,129	$	6,273	$	20,910	$	12,193	Total Revenues	$	11,703	$	10,129	$	22,776	$	20,910

Diluted (Loss)/Earnings Per Share
Diluted Earnings/(Loss) Per Share										Diluted Earnings/(Loss) Per Share
GAAP	GAAP	$	(0.04)	$	0.87	$	(0.38)	$	1.92	GAAP	$	0.47	$	(0.04)	$	1.36	$	(0.38)
Non-GAAP	Non-GAAP	1.63		1.18		3.35		2.29		Non-GAAP	1.93		1.63		3.67		3.35


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



PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive Income/(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			3130

Item 3.
Quantitative and Qualitative Disclosure About Market Risk			5152

Item 4.
Controls and Procedures			5152

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings			5253

Item 1A.
Risk Factors			5253

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			5453

Item 6.
Exhibits			5554

Summary of Abbreviated Terms			5655
Signatures			5756


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,				Six Months Ended June 30,
EARNINGS	EARNINGS	2020		2019		2020		2019		EARNINGS	2021		2020		2021		2020
Net product sales	Net product sales	$	9,817	$	6,031	$	20,358	$	11,744	Net product sales	$	11,405	$	9,817	$	22,203	$	20,358
Alliance and other revenues	Alliance and other revenues	312		242		552		449		Alliance and other revenues	298		312		573		552
Total Revenues	Total Revenues	10,129		6,273		20,910		12,193		Total Revenues	11,703		10,129		22,776		20,910

Cost of products sold^(a)	Cost of products sold^(a)	2,699		1,972		6,361		3,796		Cost of products sold(a)	2,452		2,699		5,293		6,361
Marketing, selling and administrative	Marketing, selling and administrative	1,628		1,076		3,234		2,082		Marketing, selling and administrative	1,882		1,628		3,548		3,234
Research and development	Research and development	2,522		1,325		4,894		2,673		Research and development	3,271		2,522		5,496		4,894
Amortization of acquired intangible assets	Amortization of acquired intangible assets	2,389		24		4,671		48		Amortization of acquired intangible assets	2,547		2,389		5,060		4,671
Other (income)/expense, net	Other (income)/expense, net	(736)		100		427		(161)		Other (income)/expense, net	(2)		(736)		(704)		427
Total Expenses	Total Expenses	8,502		4,497		19,587		8,438		Total Expenses	10,150		8,502		18,693		19,587

Earnings Before Income Taxes	Earnings Before Income Taxes	1,627		1,776		1,323		3,755		Earnings Before Income Taxes	1,553		1,627		4,083		1,323
Provision for Income Taxes	Provision for Income Taxes	1,707		337		2,169		601		Provision for Income Taxes	492		1,707		993		2,169
Net (Loss)/Earnings		(80)		1,439		(846)		3,154
Net Earnings/(Loss)										Net Earnings/(Loss)	1,061		(80)		3,090		(846)
Noncontrolling Interest	Noncontrolling Interest	5		7		14		12		Noncontrolling Interest	6		5		14		14
Net (Loss)/Earnings Attributable to BMS		$	(85)	$	1,432	$	(860)	$	3,142
Net Earnings/(Loss) Attributable to BMS										Net Earnings/(Loss) Attributable to BMS	$	1,055	$	(85)	$	3,076	$	(860)

(Loss)/Earnings per Common Share
Earnings/(Loss) per Common Share										Earnings/(Loss) per Common Share
Basic	Basic	$	(0.04)	$	0.88	$	(0.38)	$	1.92	Basic	$	0.47	$	(0.04)	$	1.38	$	(0.38)
Diluted	Diluted	(0.04)		0.87		(0.38)		1.92		Diluted	0.47		(0.04)		1.36		(0.38)


	Three Months Ended June 30,						Six Months Ended June 30,
COMPREHENSIVE (LOSS)/INCOME	2020		2019		2020		2019
Net (Loss)/Earnings	$	(80)	$	1,439	$	(846)	$	3,154
Other Comprehensive (Loss)/Income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	(59)		(28)		11		(14)
Pension and postretirement benefits	(7)		39		9		88
Available-for-sale debt securities	8		13		9		39
Foreign currency translation	51		(1)		(65)		28
Other Comprehensive (Loss)/Income	(7)		23		(36)		141

Comprehensive (Loss)/Income	(87)		1,462		(882)		3,295
Comprehensive Income Attributable to Noncontrolling Interest	5		7		14		12
Comprehensive (Loss)/Income Attributable to BMS	$	(92)	$	1,455	$	(896)	$	3,283


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

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


ASSETS	ASSETS	June 30, 2020		December 31, 2019		ASSETS	June 30, 2021		December 31, 2020
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	19,934	$	12,346	Cash and cash equivalents	$	11,024	$	14,546
Marketable debt securities	Marketable debt securities	1,724		3,047		Marketable debt securities	1,946		1,285
Receivables	Receivables	7,855		7,685		Receivables	9,017		8,501
Inventories	Inventories	2,384		4,293		Inventories	2,137		2,074
Other current assets	Other current assets	2,446		1,983		Other current assets	5,037		3,786
Total Current Assets	Total Current Assets	34,343		29,354		Total Current Assets	29,161		30,192
Property, plant and equipment	Property, plant and equipment	5,777		6,252		Property, plant and equipment	5,795		5,886
Goodwill	Goodwill	20,578		22,488		Goodwill	20,529		20,547
Other intangible assets	Other intangible assets	59,171		63,969		Other intangible assets	48,065		53,243
Deferred income taxes	Deferred income taxes	1,088		510		Deferred income taxes	650		1,161
Marketable debt securities	Marketable debt securities	523		767		Marketable debt securities	143		433
Other non-current assets	Other non-current assets	6,596		6,604		Other non-current assets	6,454		7,019
Total Assets	Total Assets	$	128,076	$	129,944	Total Assets	$	110,797	$	118,481

LIABILITIES	LIABILITIES					LIABILITIES
Current Liabilities:	Current Liabilities:					Current Liabilities:
Short-term debt obligations	Short-term debt obligations	$	4,819	$	3,346	Short-term debt obligations	$	2,655	$	2,340
Accounts payable	Accounts payable	2,852		2,445		Accounts payable	3,609		2,713
Other current liabilities	Other current liabilities	15,750		12,513		Other current liabilities	12,727		14,027
Total Current Liabilities	Total Current Liabilities	23,421		18,304		Total Current Liabilities	18,991		19,080
Deferred income taxes	Deferred income taxes	6,157		6,454		Deferred income taxes	4,931		5,407
Long-term debt	Long-term debt	41,853		43,387		Long-term debt	42,503		48,336
Other non-current liabilities	Other non-current liabilities	7,485		10,101		Other non-current liabilities	7,498		7,776
Total Liabilities	Total Liabilities	78,916		78,246		Total Liabilities	73,923		80,599

Commitments and contingencies	Commitments and contingencies					Commitments and contingencies

EQUITY	EQUITY					EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:	Bristol-Myers Squibb Company Shareholders’ Equity:					Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock	Preferred stock	—		—		Preferred stock	0		0
Common stock	Common stock	292		292		Common stock	292		292
Capital in excess of par value of stock	Capital in excess of par value of stock	44,444		43,709		Capital in excess of par value of stock	44,064		44,325
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,556)		(1,520)		Accumulated other comprehensive loss	(1,518)		(1,839)
Retained earnings	Retained earnings	31,565		34,474		Retained earnings	22,168		21,281
Less cost of treasury stock	Less cost of treasury stock	(25,651)		(25,357)		Less cost of treasury stock	(28,198)		(26,237)
Total Bristol-Myers Squibb Company Shareholders’ Equity	Total Bristol-Myers Squibb Company Shareholders’ Equity	49,094		51,598		Total Bristol-Myers Squibb Company Shareholders’ Equity	36,808		37,822
Noncontrolling interest	Noncontrolling interest	66		100		Noncontrolling interest	66		60
Total Equity	Total Equity	49,160		51,698		Total Equity	36,874		37,882
Total Liabilities and Equity	Total Liabilities and Equity	$	128,076	$	129,944	Total Liabilities and Equity	$	110,797	$	118,481


Dollars in Millions	Dollars in Millions	June 30, 2020		December 31, 2019		Dollars in Millions	June 30, 2021		December 31, 2020
Selected Alliance Balance Sheet information:	Selected Alliance Balance Sheet information:					Selected Alliance Balance Sheet information:
Receivables – from alliance partners	Receivables – from alliance partners	$	354	$	347	Receivables – from alliance partners	$	349	$	343
Accounts payable – to alliance partners	Accounts payable – to alliance partners	1,039		1,026		Accounts payable – to alliance partners	2,032		1,093
Deferred income from alliances^(a)	Deferred income from alliances^(a)	411		431		Deferred income from alliances(a)	349		366


Dollars in Millions	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments		Amounts Recognized as of Acquisition Date (as adjusted)
Cash and cash equivalents	$	11,179	$	—	$	11,179
Receivables	2,652		—		2,652
Inventories	4,511		—		4,511


Property, plant and equipment	1,342		(277)		1,065
Intangible assets	64,027		(100)		63,927

Otezla* assets held-for-sale	13,400		—		13,400
Other assets	3,408		57		3,465

Accounts payable	(363)		—		(363)

Income taxes payable	(2,718)		(27)		(2,745)
Deferred income tax liabilities	(7,339)		2,242		(5,097)

Debt	(21,782)		—		(21,782)
Other liabilities	(4,017)		15		(4,002)
Identifiable net assets acquired	64,300		1,910		66,210
Goodwill	15,969		(1,910)		14,059
Total consideration transferred	$	80,269	$	—	$	80,269


		Three Months Ended June 30,																							Three Months Ended June 30,
		Net Proceeds^(a)						Divestiture Losses								Royalty Income					Net Proceeds(a)				Divestiture (Gains)/Losses		Royalty Income
Dollars in Millions	Dollars in Millions	2020		2019		2020		2019		2020		2019		Dollars in Millions	2021		2020		2021		2020		2021		2020

Diabetes Business	Diabetes Business	$	127	$	164	$	—	$	—	$	(129)	$	(161)	Diabetes Business	$	132	$	127	$	0	$	0	$	(152)	$	(129)
Erbitux*		3		3		—		—		—		—
Erbitux* Business														Erbitux* Business	6		3		0		0		0		0
Manufacturing Operations	Manufacturing Operations	10		1		—		—		—		—		Manufacturing Operations	23		10		0		0		0		0

Mature Brands and Other	Mature Brands and Other	1		2		9		8		(1)		(1)		Mature Brands and Other	41		1		(11)		9		0		(1)
Total	Total	$	141	$	170	$	9	$	8	$	(130)	$	(162)	Total	$	202	$	141	$	(11)	$	9	$	(152)	$	(130)


Dollars in Millions	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020

Marketing, selling and administrative	1		1
Research and development	39		39
Other (income)/expense, net	277		601
Total charges	$	317	$	641


~~Dollars in Millions~~	Six Months Ended June 30, 2020
~~Liability at January 1~~	$	77
~~Charges~~	~~219~~
~~Change in estimates~~	~~(7)~~
~~Provision for restructuring~~^(a)	~~212~~
~~Foreign currency translation and other~~	1
~~Payments~~	~~(157)~~
~~Liability at June 30~~	$	~~133~~


		June 30, 2020										December 31, 2019											June 30, 2021				December 31, 2020
Dollars in Millions	Dollars in Millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Dollars in Millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents - money market and other securities	Cash and cash equivalents - money market and other securities	$	—	$	17,680	$	—	$	—	$	10,448	$	—	Cash and cash equivalents - money market and other securities	$	0	$	9,246	$	0	$	0	$	12,361	$	0
Marketable debt securities:	Marketable debt securities:													Marketable debt securities:
Certificates of deposit	Certificates of deposit	—		1,222		—		—		1,227		—		Certificates of deposit	0		1,591		0		0		1,020		0
Commercial paper		—		100		—		—		1,093		—

Corporate debt securities	Corporate debt securities	—		925		—		—		1,494		—		Corporate debt securities	0		498		0		0		698		0
Derivative assets	Derivative assets	—		121		—		—		140		—		Derivative assets	0		131		19		0		42		27
Equity investments	Equity investments	2,665		187		—		2,020		175		—		Equity investments	3,275		139		0		3,314		138		0
Derivative liabilities	Derivative liabilities	—		(25)		—		—		(40)		—		Derivative liabilities	0		42		0		0		270		0
Contingent consideration liability:	Contingent consideration liability:													Contingent consideration liability:
Contingent value rights	Contingent value rights	2,692		—		—		2,275		—		—		Contingent value rights	10		0		0		530		0		0
Other acquisition related contingent consideration	Other acquisition related contingent consideration	—		—		71		—		—		106		Other acquisition related contingent consideration	0		0		67		0		0		78


			Ranges (weighted average) utilized as of:
Inputs			June 30, ~~2020~~2021
Discount rate			~~2.2%~~0.3% to ~~2.7% (2.4%~~1.3% (0.6%)
Probability of payment			0% to 80% ~~(2.6%~~(2.4%)
Projected year of payment for development and regulatory milestones			~~2020~~2022 to ~~2025 (2022)~~
~~Projected year of payment for sales-based milestones and other amounts calculated as a percentage of annual sales~~			~~N/A~~2028


~~Dollars in Millions~~	~~Six Months Ended June 30, 2020~~
~~Fair value as of January 1~~	$	~~106~~
~~Changes in estimated fair value~~	~~(36)~~
~~Foreign exchange~~	1

~~Fair value as of June 30~~	$	71


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	Dollars in Millions	2020		2019		2020		2019		Dollars in Millions	2021		2020		2021		2020
Prioritized Brands	Prioritized Brands									Prioritized Brands
Revlimid	Revlimid	$	2,884	$	—	$	5,799	$	—	Revlimid	$	3,202	$	2,884	$	6,146	$	5,799
Eliquis	Eliquis	2,163		2,042		4,804		3,967		Eliquis	2,792		2,163		5,678		4,804
Opdivo	Opdivo	1,653		1,823		3,419		3,624		Opdivo	1,910		1,653		3,630		3,419
Orencia	Orencia	750		778		1,464		1,418		Orencia	814		750		1,572		1,464
Pomalyst/Imnovid	Pomalyst/Imnovid	745		—		1,458		—		Pomalyst/Imnovid	854		745		1,627		1,458
Sprycel	Sprycel	511		544		1,032		1,003		Sprycel	541		511		1,011		1,032
Yervoy	Yervoy	369		367		765		751		Yervoy	510		369		966		765
Abraxane	Abraxane	308		—		608		—		Abraxane	296		308		610		608
Empliciti	Empliciti	97		91		194		174		Empliciti	86		97		171		194
Reblozyl	Reblozyl	55		—		63		—		Reblozyl	128		55		240		63
Inrebic	Inrebic	15		—		27		—		Inrebic	16		15		32		27
Onureg										Onureg	12		0		27		0
Zeposia	Zeposia	1		—		1		—		Zeposia	28		1		46		1
Breyanzi										Breyanzi	17		0		17		0
Abecma										Abecma	24		0		24		0

Established Brands	Established Brands									Established Brands
Vidaza										Vidaza	45		126		99		284
Baraclude	Baraclude	121		147		243		288		Baraclude	109		121		222		243
Vidaza		126		—		284		—
Other Brands^(a)		331		481		749		968
Other Brands										Other Brands	319		331		658		749
Total Revenues	Total Revenues	$	10,129	$	6,273	$	20,910	$	12,193	Total Revenues	$	11,703	$	10,129	$	22,776	$	20,910

United States	United States	$	6,487	$	3,667	$	13,253	$	7,116	United States	$	7,388	$	6,487	$	14,398	$	13,253
Europe	Europe	2,136		1,491		4,703		2,971		Europe	2,689		2,136		5,242		4,703
Rest of the World	Rest of the World	1,334		988		2,669		1,862		Rest of the World	1,435		1,334		2,781		2,669
Other^(b)		172		127		285		244
Other(a)										Other(a)	191		172		355		285
Total Revenues	Total Revenues	$	10,129	$	6,273	$	20,910	$	12,193	Total Revenues	$	11,703	$	10,129	$	22,776	$	20,910


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

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


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


	Three Months Ended June 30, 2019						Six Months Ended June 30, 2019
Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	—	$	(7)	$	—	$	(12)
Cross-currency interest rate swap contracts	—		(2)		—		(4)
Foreign currency forward contracts	(26)		(11)		(56)		(2)
Forward starting interest rate swap options	—		—		—		35
Deal contingent forward starting interest rate swap	—		240		—		240


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


Dollars in Millions	Estimated Useful Lives	June 30, 2020		December 31, 2019
Goodwill^(a)		$	20,578	$	22,488

Other intangible assets:
Licenses	5 – 15 years	461		482
Acquired developed product rights^(a)	3 – 15 years	57,852		46,827
Capitalized software	3 – 10 years	1,296		1,297
IPRD		8,400		19,500
Gross other intangible assets		68,009		68,106
Less accumulated amortization		(8,838)		(4,137)
Other intangible assets		$	59,171	$	63,969


Units in Millions	Units in Millions	Units	Weighted-Average Fair Value		Units in Millions	Units	Weighted-Average Fair Value

Restricted stock units	Restricted stock units	12.8	$	53.60	Restricted stock units	8.2	$	56.62
Market share units	Market share units	0.9	53.92		Market share units	1.0	58.04
Performance share units	Performance share units	1.4	55.61		Performance share units	1.5	59.04


Dollars in Millions	Dollars in Millions	Stock Options		Restricted Stock Units		Market Share Units		Performance Share Units		Dollars in Millions	Stock Options		Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	Unrecognized compensation cost	$	70	$	1,182	$	65	$	111	Unrecognized compensation cost	$	20	$	953	$	73	$	124
Expected weighted-average period in years of compensation cost to be recognized	Expected weighted-average period in years of compensation cost to be recognized	1.7		2.7		3.1		2.0		Expected weighted-average period in years of compensation cost to be recognized	0.9		2.8		3.2		2.0


~~Reblozyl~~Opdivo+Yervoy			June ~~2020~~2021			EC approval of ~~Reblozyl~~Opdivo plus Yervoy for the treatment of adult patients with ~~transfusion-dependent anemia due to very low-, low- and intermediate-risk MDS with ring sideroblasts, who had an unsatisfactory response~~mismatch repair deficient or ~~are ineligible for erythropoietin-based therapy, or beta thalassemia.~~


~~Opdivo~~			~~June 2020~~			~~FDA approval of~~ ~~Opdivo~~ ~~for the treatment of patients with unresectable advanced, recurrent or metastic ESCC~~microsatellite instability-high mCRC after prior ~~fluoropyrimidine- and platinum-based~~fluoropyrimidine-based combination chemotherapy.


~~Zeposia~~Onureg			~~May 2020~~June 2021			EC approval of ~~Zeposia~~Onureg ~~for the treatment of~~as a maintenance therapy in adult patients with ~~RRMS~~AML who achieved complete remission or complete remission with ~~active disease as defined by clinical~~incomplete blood count recovery following induction therapy with or ~~imaging features.~~without consolidation treatment and who are not candidates for, including those who choose not to proceed to, hematopoietic stem cell transplantation.


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


Zeposia			May ~~2020~~2021			FDA approval of ~~Opdivo~~Zeposia+~~Yervoy~~ ~~given with two cycles of platinum-doublet chemotherapy~~ for the ~~first-line~~ treatment of ~~adult patients~~adults with ~~metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations. The therapy is approved for patients with squamous or non-squamous disease and regardless of PD-L1 expression.~~moderately to severely active UC.


~~Opdivo+Yervoy~~Opdivo			May ~~2020~~2021			~~FDA~~Announced Japan’s Ministry of Health, Labour and Welfare approval of Opdivo+and Yervoy in combination therapy for the first-line treatment of ~~adult patients with metastatic NSCLC whose tumors express PD-L1 (≥1%) with no EGFR~~unresectable advanced or ~~ALK genomic tumor aberrations.~~recurrent malignant pleural mesothelioma.


~~Pomalyst~~Opdivo			May ~~2020~~2021			FDA approval of ~~Pomalyst~~Opdivo for the adjuvant treatment of patients with ~~AIDS-related Kaposi sarcoma whose~~completely resected esophageal or gastroesophageal junction cancer with residual pathologic disease ~~has become resistant to highly active antiretroviral therapy, or in patients with Kaposi sarcoma who are HIV-negative.~~after neoadjuvant chemoradiotherapy.


~~Reblozyl~~Opdivo			April ~~2020~~2021			FDA approval of ~~Reblozyl~~Opdivo ~~for the treatment of anemia failing an erythropoiesis stimulating agent~~ in ~~adult~~combination with chemotherapy for patients with ~~very low- to intermediate-risk MDS who have ring sideroblasts~~advanced or metastatic gastric cancer, gastroesophageal junction cancer, and ~~require RBC transfusions.~~esophageal adenocarcinoma, regardless of PD-L1 expression status.


~~Zeposia~~Opdivo			~~March 2020~~April 2021			~~FDA~~EC approval of ~~Zeposia~~Opdivo ~~(ozanimod)~~in combination with Cabometyx* for the first-line treatment of ~~adults~~patients with ~~RMS, including clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease.~~advanced RCC.


~~Opdivo+Yervoy~~Abecma			March ~~2020~~2021			FDA approval of Abecma (idecabtagene vicleucel; ide-cel) for the treatment of adult patients with relapsed or refractory multiple myeloma after four or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody.


Breyanzi			March 2021			Announced Japan’s Ministry of Health, Labour and Welfare approval of Breyanzi (lisocabtagene maraleucel: liso-cel) for the treatment of patients with relapsed or refractory large B-cell lymphoma and relapsed or refractory follicular lymphoma.


Inrebic			February 2021			EC approval of Inrebic for the treatment of disease-related splenomegaly or symptoms in adult patients with primary myelofibrosis, post-polycythaemia vera myelofibrosis or post-essential thrombocythaemia myelofibrosis, who are Janus Associated Kinase inhibitor naïve or have been treated with ruxolitinib.


Breyanzi			February 2021			FDA approval of Breyanzi (lisocabtagene maraleucel; liso-cel) for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after two or more lines of systemic therapy.