UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20212022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 001-01136
___________________________
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
___________________________
Delaware 22-0790350
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S Employer
Identification No.)
430 E. 29th Street, 14FL, New York, NY 10016
(Address of principal executive offices) (Zip Code)
(212) 546-4200
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 Par ValueBMYNew York Stock Exchange
1.000% Notes due 2025BMY25New York Stock Exchange
1.750% Notes due 2035BMY35New York Stock Exchange
Celgene Contingent Value RightsCELG RTNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ��emerging“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  
Accelerated filer  
Non-accelerated filer  
Smaller reporting company  
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No  
APPLICABLE ONLY TO CORPORATE ISSUERS:
At September 30, 2021,July 15, 2022, there were 2,219,644,9352,135,255,158 shares outstanding of the Registrant’s $0.10 par value common stock.





BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
SeptemberJune 30, 20212022
PART I—FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II—OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 6.
*    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.






PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
Dollars in Millions, Except Per Share DataData(UNAUDITED)
(UNAUDITED)
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
EARNINGSEARNINGS2021202020212020EARNINGS2022202120222021
Net product salesNet product sales$11,243 $10,197 $33,446 $30,555 Net product sales$11,485 $11,405 $22,793 $22,203 
Alliance and other revenuesAlliance and other revenues381 343 954 895 Alliance and other revenues402 298 742 573 
Total RevenuesTotal Revenues11,624 10,540 34,400 31,450 Total Revenues11,887 11,703 23,535 22,776 
Cost of products sold(a)
Cost of products sold(a)
2,291 2,502 7,584 8,863 
Cost of products sold(a)
2,720 2,452 5,191 5,293 
Marketing, selling and administrativeMarketing, selling and administrative1,788 1,706 5,336 4,940 Marketing, selling and administrative1,787 1,882 3,618 3,548 
Research and developmentResearch and development3,251 2,499 8,747 7,393 Research and development2,321 2,478 4,581 4,697 
Acquired IPRDAcquired IPRD400 793 733 799 
Amortization of acquired intangible assetsAmortization of acquired intangible assets2,546 2,491 7,606 7,162 Amortization of acquired intangible assets2,417 2,547 4,834 5,060 
Other (income)/expense, netOther (income)/expense, net(409)(915)(1,113)(488)Other (income)/expense, net284 (2)933 (704)
Total ExpensesTotal Expenses9,467 8,283 28,160 27,870 Total Expenses9,929 10,150 19,890 18,693 
Earnings Before Income TaxesEarnings Before Income Taxes2,157 2,257 6,240 3,580 Earnings Before Income Taxes1,958 1,553 3,645 4,083 
Provision for Income TaxesProvision for Income Taxes605 379 1,598 2,548 Provision for Income Taxes529 492 933 993 
Net EarningsNet Earnings1,552 1,878 4,642 1,032 Net Earnings1,429 1,061 2,712 3,090 
Noncontrolling InterestNoncontrolling Interest20 20 Noncontrolling Interest13 14 
Net Earnings Attributable to BMSNet Earnings Attributable to BMS$1,546 $1,872 $4,622 $1,012 Net Earnings Attributable to BMS$1,421 $1,055 $2,699 $3,076 
Earnings per Common ShareEarnings per Common ShareEarnings per Common Share
BasicBasic$0.70 $0.83 $2.08 $0.45 Basic$0.67 $0.47 $1.26 $1.38 
DilutedDiluted0.69 0.82 2.05 0.44 Diluted0.66 0.47 1.25 1.36 
(a)    Excludes amortization of acquired intangible assets.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)INCOME
Dollars in Millions
(UNAUDITED)
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
COMPREHENSIVE INCOME/(LOSS)2021202020212020
COMPREHENSIVE INCOMECOMPREHENSIVE INCOME2022202120222021
Net EarningsNet Earnings$1,552 $1,878 $4,642 $1,032 Net Earnings$1,429 $1,061 $2,712 $3,090 
Other Comprehensive Income/(Loss), net of taxes and reclassifications to earnings:
Other Comprehensive Income, net of taxes and reclassifications to earnings:Other Comprehensive Income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedgesDerivatives qualifying as cash flow hedges113 (132)399 (121)Derivatives qualifying as cash flow hedges301 332 286 
Pension and postretirement benefitsPension and postretirement benefits(4)45 Pension and postretirement benefits25 15 46 38 
Available-for-sale debt securities(3)(2)(7)
Marketable debt securitiesMarketable debt securities(1)(2)(2)(4)
Foreign currency translationForeign currency translation(23)(5)(22)(70)Foreign currency translation(88)(100)
Total Other Comprehensive Income/(Loss)94 (143)415 (179)
Total Other Comprehensive IncomeTotal Other Comprehensive Income237 26 276 321 
Comprehensive IncomeComprehensive Income1,646 1,735 5,057 853 Comprehensive Income1,666 1,087 2,988 3,411 
Comprehensive Income Attributable to Noncontrolling InterestComprehensive Income Attributable to Noncontrolling Interest20 20 Comprehensive Income Attributable to Noncontrolling Interest13 14 
Comprehensive Income Attributable to BMSComprehensive Income Attributable to BMS$1,640 $1,729 $5,037 $833 Comprehensive Income Attributable to BMS$1,658 $1,081 $2,975 $3,397 
The accompanying notes are an integral part of these consolidated financial statements.

3



BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in Millions
(UNAUDITED)
 
ASSETSASSETSSeptember 30,
2021
December 31,
2020
ASSETSJune 30,
2022
December 31,
2021
Current Assets:Current Assets:Current Assets:
Cash and cash equivalentsCash and cash equivalents$13,540 $14,546 Cash and cash equivalents$10,750 $13,979 
Marketable debt securitiesMarketable debt securities2,123 1,285 Marketable debt securities2,478 2,987 
ReceivablesReceivables9,245 8,501 Receivables9,054 9,369 
InventoriesInventories2,163 2,074 Inventories2,142 2,095 
Other current assetsOther current assets4,372 3,786 Other current assets5,762 4,832 
Total Current AssetsTotal Current Assets31,443 30,192 Total Current Assets30,186 33,262 
Property, plant and equipmentProperty, plant and equipment5,868 5,886 Property, plant and equipment5,970 6,049 
GoodwillGoodwill20,519 20,547 Goodwill20,446 20,502 
Other intangible assetsOther intangible assets44,930 53,243 Other intangible assets37,690 42,527 
Deferred income taxesDeferred income taxes684 1,161 Deferred income taxes1,337 1,439 
Marketable debt securities46 433 
Other non-current assetsOther non-current assets7,403 7,019 Other non-current assets4,728 5,535 
Total AssetsTotal Assets$110,893 $118,481 Total Assets$100,357 $109,314 
LIABILITIESLIABILITIESLIABILITIES
Current Liabilities:Current Liabilities:Current Liabilities:
Short-term debt obligationsShort-term debt obligations$5,065 $2,340 Short-term debt obligations$4,953 $4,948 
Accounts payableAccounts payable2,695 2,713 Accounts payable2,882 2,949 
Other current liabilitiesOther current liabilities13,700 14,027 Other current liabilities13,080 13,971 
Total Current LiabilitiesTotal Current Liabilities21,460 19,080 Total Current Liabilities20,915 21,868 
Deferred income taxesDeferred income taxes4,956 5,407 Deferred income taxes3,034 4,501 
Long-term debtLong-term debt39,677 48,336 Long-term debt37,107 39,605 
Other non-current liabilitiesOther non-current liabilities7,516 7,776 Other non-current liabilities6,640 7,334 
Total LiabilitiesTotal Liabilities73,609 80,599 Total Liabilities67,696 73,308 
Commitments and contingenciesCommitments and contingenciesCommitments and contingencies
EQUITYEQUITYEQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:Bristol-Myers Squibb Company Shareholders’ Equity:Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stockPreferred stock— — Preferred stock— — 
Common stockCommon stock292 292 Common stock292 292 
Capital in excess of par value of stockCapital in excess of par value of stock44,292 44,325 Capital in excess of par value of stock44,375 44,361 
Accumulated other comprehensive lossAccumulated other comprehensive loss(1,424)(1,839)Accumulated other comprehensive loss(992)(1,268)
Retained earningsRetained earnings22,625 21,281 Retained earnings24,217 23,820 
Less cost of treasury stockLess cost of treasury stock(28,572)(26,237)Less cost of treasury stock(35,292)(31,259)
Total Bristol-Myers Squibb Company Shareholders’ EquityTotal Bristol-Myers Squibb Company Shareholders’ Equity37,213 37,822 Total Bristol-Myers Squibb Company Shareholders’ Equity32,600 35,946 
Noncontrolling interestNoncontrolling interest71 60 Noncontrolling interest61 60 
Total EquityTotal Equity37,284 37,882 Total Equity32,661 36,006 
Total Liabilities and EquityTotal Liabilities and Equity$110,893 $118,481 Total Liabilities and Equity$100,357 $109,314 
The accompanying notes are an integral part of these consolidated financial statements.
4



BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in Millions
(UNAUDITED)
Nine Months Ended September 30, Six Months Ended June 30,
20212020 20222021
Cash Flows From Operating Activities:Cash Flows From Operating Activities:Cash Flows From Operating Activities:
Net earningsNet earnings$4,642 $1,032 Net earnings$2,712 $3,090 
Adjustments to reconcile net earnings to net cash provided by operating activities:Adjustments to reconcile net earnings to net cash provided by operating activities:Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization, netDepreciation and amortization, net8,107 7,690 Depreciation and amortization, net5,167 5,380 
Deferred income taxesDeferred income taxes(127)1,419 Deferred income taxes(1,469)(95)
Stock-based compensationStock-based compensation450 608 Stock-based compensation223 308 
Impairment chargesImpairment charges1,192 131 Impairment charges83 579 
Pension settlements and amortization30 34 
Divestiture gains and royaltiesDivestiture gains and royalties(462)(486)Divestiture gains and royalties(612)(302)
Asset acquisition charges1,071 603 
Equity investment gains(1,214)(724)
Acquired IPRDAcquired IPRD733 799 
Equity investment losses/(gains)Equity investment losses/(gains)952 (749)
Contingent consideration fair value adjustmentsContingent consideration fair value adjustments(510)(597)Contingent consideration fair value adjustments(510)
Other adjustmentsOther adjustments168 (140)Other adjustments218 235 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
ReceivablesReceivables(886)(356)Receivables117 (626)
InventoriesInventories141 2,571 Inventories(12)111 
Accounts payableAccounts payable19 56 Accounts payable158 
Rebates and discountsRebates and discounts(410)(6)
Income taxes payableIncome taxes payable(841)(2,104)Income taxes payable(370)(795)
OtherOther370 960 Other(1,264)(693)
Net Cash Provided by Operating ActivitiesNet Cash Provided by Operating Activities12,150 10,697 Net Cash Provided by Operating Activities6,073 6,884 
Cash Flows From Investing Activities:Cash Flows From Investing Activities:Cash Flows From Investing Activities:
Sale and maturities of marketable debt securitiesSale and maturities of marketable debt securities2,952 4,757 Sale and maturities of marketable debt securities3,788 1,968 
Purchase of marketable debt securitiesPurchase of marketable debt securities(3,408)(3,148)Purchase of marketable debt securities(3,292)(2,343)
Proceeds from sales of equity investment securitiesProceeds from sales of equity investment securities1,058 14 Proceeds from sales of equity investment securities150 814 
Capital expendituresCapital expenditures(653)(470)Capital expenditures(525)(383)
Divestiture and other proceedsDivestiture and other proceeds570 536 Divestiture and other proceeds594 382 
Acquisition and other payments, net of cash acquiredAcquisition and other payments, net of cash acquired(1,458)(736)Acquisition and other payments, net of cash acquired(909)(401)
Net Cash (Used in)/Provided by Investing ActivitiesNet Cash (Used in)/Provided by Investing Activities(939)953 Net Cash (Used in)/Provided by Investing Activities(194)37 
Cash Flows From Financing Activities:Cash Flows From Financing Activities:Cash Flows From Financing Activities:
Short-term debt obligations, netShort-term debt obligations, net(46)(264)Short-term debt obligations, net130 (185)
Issuance of long-term debtIssuance of long-term debt5,926 — 
Repayment of long-term debtRepayment of long-term debt(6,022)(1,500)Repayment of long-term debt(8,646)(5,522)
Repurchase of common stockRepurchase of common stock(3,536)(81)Repurchase of common stock(5,000)(3,011)
DividendsDividends(3,297)(3,054)Dividends(2,335)(2,207)
OtherOther644 265 Other752 448 
Net Cash Used in Financing ActivitiesNet Cash Used in Financing Activities(12,257)(4,634)Net Cash Used in Financing Activities(9,173)(10,477)
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted CashEffect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash(48)24 Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash(62)(20)
(Decrease)/Increase in Cash, Cash Equivalents and Restricted Cash(1,094)7,040 
Decrease in Cash, Cash Equivalents and Restricted CashDecrease in Cash, Cash Equivalents and Restricted Cash(3,356)(3,576)
Cash, Cash Equivalents and Restricted Cash at Beginning of PeriodCash, Cash Equivalents and Restricted Cash at Beginning of Period14,973 12,820 Cash, Cash Equivalents and Restricted Cash at Beginning of Period14,316 14,973 
Cash, Cash Equivalents and Restricted Cash at End of PeriodCash, Cash Equivalents and Restricted Cash at End of Period$13,879 $19,860 Cash, Cash Equivalents and Restricted Cash at End of Period$10,960 $11,397 
The accompanying notes are an integral part of these consolidated financial statements.

5



Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS


Basis of Consolidation

Bristol-Myers Squibb Company (“BMS” or “the Company”) prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position at SeptemberJune 30, 20212022 and December 31, 2020,2021, the results of operations for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, and cash flows for the ninesix months ended SeptemberJune 30, 20212022 and 2020.2021. All intercompany balances and transactions have been eliminated. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 20202021 included in the 20202021 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.

Business Segment Information

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

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining accounting for acquisitions; impairments of intangible assets; charge-backs, cash discounts, sales rebaterebates, returns and return accruals;other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.

Reclassifications

Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation. Cash payments resulting from licensing arrangements, including up-frontUpfront and contingent milestonesmilestone charges in connection with asset acquisitions or licensing of third-party intellectual property rights previously includedpresented in Research and development are now presented in Acquired IPRD in the consolidated statements of earnings. Additionally, Rebates and discounts previously presented in Other changes in operating activitiesassets and liabilities in the consolidated statements of cash flows are now presented in investing activities. The adjustment resulted in an increase to net cash provided by operating activities and net cash used in investing activities of $315 million in the nine months ended September 30, 2020. Proceeds received from the sale of equity investment securities previously presented in Divestiture and other proceeds in the consolidated statements of cash flows is now presented separately in Proceeds from sales of equity investment securities. These reclassifications did not have an impact on net assets or net earnings.Rebates and discounts.

Recently AdoptedIssued Accounting Standards Not Yet Adopted

Business Combinations

In December 2019,October 2021, the FASB issued amended guidance on the accounting for contract assets and reporting of income taxes.contract liabilities from contracts with customers in a business combination. The guidance is intended to simplify the accounting for income taxes by removing exceptionsaddress inconsistency related to certain intraperiod tax allocationsrecognition of an acquired contract liability and deferred tax liabilities; clarifyingpayment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance primarily related to evaluatinggenerally by assessing how the step-up tax basis for goodwillacquiree applied recognition and measurement in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. BMS adopted the newtheir financial statements. The amended guidance is effective January 1, 2021. The amended guidance did not have2023 on a material impact on BMS’s results of operations.prospective basis. Early adoption is permitted.

6



Fair Value Measurements

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

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in Millions2021202020212020
Net product sales$11,243 $10,197 $33,446 $30,555 
Alliance revenues194 184 495 452 
Other revenues187 159 459 443 
Total Revenues$11,624 $10,540 $34,400 $31,450 

Products are sold principally to wholesalers, distributors, specialty pharmacies, and to a lesser extent, directly to retailers, hospitals, clinics and government agencies. Customer orders are generally fulfilled within a few days of receipt resulting in minimal order backlog. Contractual performance obligations are usually limited to transfer of control of the product to the customer. The transfer occurs either upon shipment, upon receipt of the product after considering when the customer obtains legal title to the product, or upon infusion for cell therapies and when BMS obtains a right of payment. At these points, customers are able to direct the use of and obtain substantially all of the remaining benefits of the product.
Three Months Ended June 30,Six Months Ended June 30,
Dollars in Millions2022202120222021
Net product sales$11,485 $11,405 $22,793 $22,203 
Alliance revenues199 159 387 301 
Other revenues203 139 355 272 
Total Revenues$11,887 $11,703 $23,535 $22,776 

The following table summarizes GTN adjustments:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Gross product salesGross product sales$17,335 $15,211 $49,676 $43,685 Gross product sales$17,299 $16,782 $33,949 $32,341 
GTN adjustments(a)
GTN adjustments(a)
GTN adjustments(a)
Charge-backs and cash discountsCharge-backs and cash discounts(1,908)(1,440)(5,214)(4,072)Charge-backs and cash discounts(1,750)(1,720)(3,513)(3,306)
Medicaid and Medicare rebatesMedicaid and Medicare rebates(2,625)(2,146)(6,482)(5,126)Medicaid and Medicare rebates(2,624)(2,139)(4,708)(3,857)
Other rebates, returns, discounts and adjustmentsOther rebates, returns, discounts and adjustments(1,559)(1,428)(4,534)(3,932)Other rebates, returns, discounts and adjustments(1,440)(1,518)(2,935)(2,975)
Total GTN adjustmentsTotal GTN adjustments(6,092)(5,014)(16,230)(13,130)Total GTN adjustments(5,814)(5,377)(11,156)(10,138)
Net product salesNet product sales$11,243 $10,197 $33,446 $30,555 Net product sales$11,485 $11,405 $22,793 $22,203 
(a)    Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $10$123 million and $282$197 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, and $(25)$85 million and $91$302 million for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively.

7



The following table summarizes the disaggregation of revenue by product and region:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Prioritized Brands
Revlimid$3,347 $3,027 $9,493 $8,826 
In-Line ProductsIn-Line Products
EliquisEliquis2,413 2,095 8,091 6,899 Eliquis$3,235 $2,792 6,446 5,678 
OpdivoOpdivo1,905 1,780 5,535 5,199 Opdivo2,063 1,910 3,986 3,630 
Pomalyst/ImnovidPomalyst/Imnovid908 854 1,734 1,627 
OrenciaOrencia870 826 2,442 2,290 Orencia876 814 1,668 1,572 
Pomalyst/Imnovid851 777 2,478 2,235 
SprycelSprycel551 544 1,562 1,576 Sprycel544 541 1,027 1,011 
YervoyYervoy515 446 1,481 1,211 Yervoy525 510 1,040 966 
Abraxane266 342 876 950 
EmplicitiEmpliciti82 96 253 290 Empliciti77 86 152 171 
Mature and other productsMature and other products435 473 897 979 
New Product PortfolioNew Product Portfolio
ReblozylReblozyl160 96 400 159 Reblozyl172 128 328 240 
AbecmaAbecma89 24 156 24 
ZeposiaZeposia66 28 102 46 
BreyanziBreyanzi39 17 83 17 
InrebicInrebic22 13 54 40 Inrebic23 16 41 32 
OnuregOnureg21 48 Onureg32 12 55 27 
Zeposia40 86 
Breyanzi30 — 47 — 
Abecma71 — 95 — 
Established Brands
Vidaza36 106 135 390 
Baraclude105 100 327 343 
Other Brands339 287 997 1,036 
OpdualagOpdualag58 — 64 — 
CamzyosCamzyos— — 
Recent LOE Products(a)
Recent LOE Products(a)
RevlimidRevlimid2,501 3,202 $5,298 $6,146 
AbraxaneAbraxane241 296 455 610 
Total RevenuesTotal Revenues$11,624 $10,540 $34,400 $31,450 Total Revenues$11,887 $11,703 $23,535 $22,776 
United StatesUnited States$7,296 $6,542 $21,694 $19,795 United States$8,268 $7,388 $15,962 $14,398 
Europe2,661 2,453 7,903 7,156 
Rest of the World1,391 1,361 4,172 4,030 
InternationalInternational3,427 4,124 7,154 8,023 
Other(a)(b)
Other(a)(b)
276 184 631 469 
Other(a)(b)
192 191 419 355 
Total RevenuesTotal Revenues$11,624 $10,540 $34,400 $31,450 Total Revenues$11,887 $11,703 $23,535 $22,776 
(a)    Recent LOE Products includes products with significant decline in revenue from the prior reporting period as a result of a loss of exclusivity.
(b)    Other revenues include royalties and alliance-related revenues for products not sold by BMS’s regional commercial organizations.

Revenue recognized from performance obligations satisfied in prior periods was $73$184 million and $463$331 million for the three and ninesix months ended SeptemberJune 30, 20212022 and $32$146 million and $260$430 million for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively, consisting primarily of revised estimates for GTN adjustments related to prior period sales and royalties for out-licensing arrangements. Contract assets were not material at September 30, 2021 and December 31, 2020.

Note 3. ALLIANCES

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and 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.

8




Selected financial information pertaining to alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Revenues from alliances:Revenues from alliances:Revenues from alliances:
Net product salesNet product sales$2,452 $2,116 $8,139 $7,040 Net product sales$3,273 $2,805 $6,512 $5,687 
Alliance revenuesAlliance revenues194 184 495 452 Alliance revenues199 159 387 301 
Total RevenuesTotal Revenues$2,646 $2,300 $8,634 $7,492 Total Revenues$3,472 $2,964 $6,899 $5,988 
Payments to/(from) alliance partners:Payments to/(from) alliance partners:Payments to/(from) alliance partners:
Cost of products soldCost of products sold$1,181 $1,007 $3,924 $3,363 Cost of products sold$1,572 $1,346 $3,128 $2,743 
Marketing, selling and administrativeMarketing, selling and administrative(43)(25)(140)(103)Marketing, selling and administrative(53)(48)(107)(97)
Research and developmentResearch and development10 48 753 327 Research and development12 34 
Acquired IPRDAcquired IPRD100 730 100 736 
Other (income)/expense, netOther (income)/expense, net(28)(18)(59)Other (income)/expense, net(11)(14)(23)(19)
Dollars in MillionsSeptember 30,
2021
December 31,
2020
Selected Alliance Balance Sheet information:
Receivables – from alliance partners$314 $343 
Accounts payable – to alliance partners1,101 1,093 
Deferred income from alliances(a)
344 366 

Dollars in MillionsJune 30,
2022
December 31,
2021
Selected Alliance Balance Sheet information:
Receivables – from alliance partners$325 $320 
Accounts payable – to alliance partners1,509 1,229 
Deferred income – from alliances(a)
321 330 
(a)    Includes unamortized upfront and milestone payments.

Specific information pertaining to significant alliances including theirThe nature, and purpose; thepurpose, significant rights and obligations of the parties;parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the 20202021 Form 10-K. Significant developments and updates related to alliances during the six months ended June 30, 2022, and 2021 are set forth below.

BridgeBio

In May 2022, BMS and BridgeBio commenced a collaboration to develop and commercialize BBP-398, a SHP2 inhibitor, in oncology. The transaction included an upfront payment of $90 million, which was expensed to Acquired IPRD during the three months ended June 30, 2022. BridgeBio is eligible to receive contingent development, regulatory and sales-based milestones up to $815 million, as well as royalties on global net sales, excluding certain markets. BridgeBio is responsible for funding and completing ongoing BBP-398 Phase I monotherapy and combination therapy trials. BMS will lead and fund all other development and commercial activities. BridgeBio has an option to co-develop BBP-398 and receive higher royalties in the U.S.

Nektar

In April 2022, BMS and Nektar announced that the companies have jointly decided to end the global clinical development program for bempegaldesleukin in combination with Opdivo based on results from pre-planned analyses of two late-stage clinical studies in RCC and bladder cancer. These studies and all other ongoing studies in the program will be discontinued.

Eisai

In the second quarter of 2021, BMS and Eisai commenced an exclusive global strategic collaboration for the co-development and co-commercialization of MORAb-202, a selective folate receptor alpha antibody-drug conjugate being investigated in endometrial, ovarian, lung and breast cancers. MORAb-202 is currently in Phase I/II clinical trials for solid tumors.

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

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A $650 million up-front collaboration fee was included in Research and development expenseexpensed to Acquired IPRD in the second quarter of 2021 and paid in the third quarter of 2021. BMS is also obligated to pay up to $2.5 billion upon the achievement of contingent development, regulatory and sales-based milestones.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Acquisitions

Turning Point

In June 2022, BMS entered into a definitive merger agreement to acquire Turning Point, a clinical-stage precision oncology company with a pipeline of investigational medicines designed to target the common mutations and alterations that drive cancer growth. The acquisition will provide BMS rights to Turning Point's lead asset, repotrectinib, and several other clinical and pre-clinical stage assets. Repotrectinib is in a registrational Phase II study in adults and a Phase I/II study in pediatric patients, and is a potential best-in-class tyrosine kinase inhibitor targeting the ROS1 and NTRK oncogenic drivers in NSCLC and other advanced solid tumors.

BMS commenced a tender offer in June 2022, which was extended through August 15, 2022, to acquire all of the issued and outstanding shares of Turning Point's common stock for $76.00 per share in an all-cash transaction for a total consideration of $4.1 billion, including cash settlements of equity stock awards. The transaction is subject to the satisfaction of the tender of a majority of the outstanding shares of Turning Point’s common stock, as well as other customary closing conditions and regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to close during the third quarter of 2022.

Divestitures

The following table summarizes the financial impact of divestitures including royalties, which are included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).
Three Months Ended September 30,
Net Proceeds(a)
Divestiture (Gains)/LossesRoyalty Income
Dollars in Millions202120202021202020212020
Diabetes Business$153 $129 $— $— $(159)$(148)
Erbitux* Business
— — — — 
Manufacturing Operations27 — — — — — 
Mature Brands and Other41 (1)(44)
Total$188 $173 $$$(160)$(192)
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Three Months Ended June 30,
Net Proceeds(a)
Divestiture GainsRoyalty Income
Dollars in Millions202220212022202120222021
Diabetes Business$185 $132 $— $— $(220)$(152)
Mature Products and Other70 — (11)(1)— 
Total$188 $202 $— $(11)$(221)$(152)



Nine Months Ended September 30,
Net Proceeds(a)
Divestiture (Gains)/LossesRoyalty Income
Dollars in Millions202120202021202020212020
Diabetes Business$449 $409 $— $— $(445)$(404)
Erbitux* Business
10 10 — — — — 
Manufacturing Operations50 10 — (1)— — 
Plavix* and Avapro*/Avalide*
— (12)— — 
Mature Brands and Other56 73 (9)(2)(76)
Total$570 $509 $(9)$(6)$(447)$(480)
Six Months Ended June 30, 2022
Net Proceeds(a)
Divestiture GainsRoyalty Income
Dollars in Millions202220212022202120222021
Diabetes Business$357 $296 $— $— $(390)$(286)
Mature Products and Other228 86 (211)(11)(2)(1)
Total$585 $382 $(211)$(11)$(392)$(287)
(a)    Includes royalties received subsequent to the related sale of the asset or business.

Mature Products and Other

Manufacturing Operations

In May 2022, BMS agreed to sell its manufacturing facility in Syracuse, New York to LOTTE Corporation for approximately $170 million. The transaction is expected to close by the end of 2022, subject to certain regulatory approvals and other closing conditions and will be accounted for as a sale of a business. The business was accounted for as held-for-sale and its assets were reduced to the estimated relative fair value resulting in $43 million impairment charge recorded to Cost of products sold during the three months ended June 30, 2022. Assets and liabilities of $155 million and $6 million were reclassified to held-for-sale as of June 30, 2022, and included within Other current assets and Other current liabilities, respectively.

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Other

During the first quarter of 2022, product rights to several mature products were sold to Cheplapharm, resulting in cash proceeds of $221 million and a divestiture gain of $211 million.

Licensing and Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, up-frontupfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in Millions2021202020212020
Keytruda* royalties
$(215)$(176)$(611)$(492)
Tecentriq* royalties
(22)— (67)— 
Up-front licensing fees— — — (30)
Contingent milestone income(10)(16)(12)(62)
Amortization of deferred income(14)(27)(44)
Other royalties(21)(5)(33)(16)
Total$(265)$(211)$(750)$(644)

Three Months Ended June 30,Six Months Ended June 30,
Dollars in Millions2022202120222021
Keytruda* royalties
$(243)$(204)$(464)$(396)
Tecentriq* royalties
(19)(23)(44)(45)
Contingent milestone income(5)(2)(46)(2)
Amortization of deferred income(11)(15)(23)(30)
Other royalties(9)(9)(16)(12)
Total$(287)$(253)$(593)$(485)

AgenusIn-license Arrangements

InImmatics

During the thirdfirst quarter of 2021,2022, BMS obtained a global exclusive license to Agenus’ proprietary AGEN1777Immatics’ TCR bispecific antibody program that blocks TIGIT and an additional target. AGEN1777IMA401 program. IMA401 is being studied in oncology and a Phase I clinicalClinical Trial Application has been approved by the German federal regulatory authority. The trial was initiatedcommenced in October 2021.May 2022. BMS and Immatics collaborate on the development and BMS will be responsible for the development and any subsequent commercialization of AGEN1777IMA401 and its related products worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. Immatics has the option to co-fund U.S. development in exchange for enhanced U.S. royalty payments and/or to co-promote IMA401 in the U.S. The transaction included an up-frontupfront payment of $200$150 million which was includedexpensed to Acquired IPRD in Research and development expense and Agenusthe first quarter of 2022. Immatics is eligible to receive contingent development, regulatory and sales-based milestones of up to $1.4 billion$770 million as well as royalties on global net sales.

Dragonfly

During the first quarter of 2022, a Phase I development milestone for interlukin-12 (“IL-12”) was achieved resulting in a $175 million payment to Dragonfly and an Acquired IPRD charge. The parties also amended the terms of three future milestones by requiring the achievement of certain criteria by specified dates unless BMS notifies Dragonfly that it will discontinue development of IL-12. These milestones continue to be considered substantive and contingent because the decision to proceed will be based on an assessment of clinical data prior to the specified dates.

Other

Royalty Extinguishment

In April 2022, BMS amended the terms of a license arrangement and paid a third party $295 million to extinguish a future royalty obligation related to mavacamten, prior to its FDA approval in April 2022, resulting in an Acquired IPRD charge during the three months ended June 30, 2022.

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Note 5. OTHER (INCOME)/EXPENSE, NET
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Interest expenseInterest expense$328 $346 $1,011 $1,065 Interest expense$313 $330 $639 $683 
Royalties and licensing incomeRoyalties and licensing income(508)(405)(985)(772)
Equity investment losses/(gains)Equity investment losses/(gains)308 (148)952 (749)
Integration expensesIntegration expenses124 152 229 293 
Contingent considerationContingent consideration— (988)(510)(597)Contingent consideration— — (510)
Royalties and licensing income(425)(403)(1,197)(1,124)
Equity investment gains(465)(244)(1,214)(724)
Integration expenses141 195 434 535 
(Gain)/Loss on debt redemption(Gain)/Loss on debt redemption(9)— 266 281 
Provision for restructuringProvision for restructuring27 176 150 451 Provision for restructuring20 78 43 123 
Litigation and other settlementsLitigation and other settlements13 10 49 41 Litigation and other settlements25 44 (12)36 
Transition and other service fees(6)(18)(43)(129)
Investment incomeInvestment income(12)(13)(33)(99)Investment income(27)(12)(37)(21)
Reversion excise tax— — — 76 
Divestiture losses/(gains)(9)(6)
Intangible asset impairment— — — 21 
Loss on debt redemption— — 281 — 
Divestiture gainsDivestiture gains— (11)(211)(11)
OtherOther(12)23 (32)Other38 (30)48 (57)
Other (income)/expense, netOther (income)/expense, net$(409)$(915)$(1,113)$(488)Other (income)/expense, net$284 $(2)$933 $(704)

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Note 6. RESTRUCTURING

Celgene Acquisition Plan

In 2019, a restructuring and integration plan was implemented as an initiative to realize sustainable run rate synergies resulting from cost savings and avoidance from the Celgene acquisition that are currently expected to be approximately $3.0 billion. The synergies are expected to be realized in Cost of products sold (10%(5%), Marketing, selling and administrative expenses (55%(65%) and Research and development expenses (35%(30%). Charges of approximately $3.0$3.3 billion are expected to be incurred. The majority of the charges are expected to be incurred through 2022. Cumulative charges of approximately $2.4$2.9 billion have been recognized to date 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$3.0 billion. Employee workforce reductions were approximately 320140 and 1,400240 for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively.

MyoKardia Acquisition Plan

In 2020, a restructuring and integration plan was initiated to realize expected cost synergies resulting from cost savings and avoidance from the MyoKardia acquisition. Charges of approximately $150 million are expected to be incurred through 2022, and consist of integration planning and execution expenses, employee termination benefit costs and other costs. Cumulative charges of approximately $113$122 million have been recognized for these actions to date.

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Company Transformation

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

The following provides the charges related to restructuring initiatives by type of cost:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Celgene Acquisition PlanCelgene Acquisition Plan$153 $373 $526 $1,014 Celgene Acquisition Plan$146 $200 $273 $373 
MyoKardia Acquisition PlanMyoKardia Acquisition Plan18 — 74 — MyoKardia Acquisition Plan19 56 
Company Transformation— 10 — 115 
Total chargesTotal charges$171 $383 $600 $1,129 Total charges$148 $219 $278 $429 
Employee termination costsEmployee termination costs$24 $133 $143 $389 Employee termination costs$19 $75 $41 $119 
Other termination costsOther termination costs43 62 Other termination costs
Provision for restructuringProvision for restructuring27 176 150 451 Provision for restructuring20 78 43 123 
Integration expensesIntegration expenses141 195 434 535 Integration expenses124 152 229 293 
Accelerated depreciationAccelerated depreciation— — 48 Accelerated depreciation— — 
Asset impairmentsAsset impairments— 24 86 Asset impairments— — — 24 
Other shutdown costs, netOther shutdown costs, net— (8)Other shutdown costs, net— (11)— (11)
Total chargesTotal charges$171 $383 $600 $1,129 Total charges$148 $219 $278 $429 
Cost of products soldCost of products sold$— $$24 $30 Cost of products sold$— $— $— $24 
Marketing, selling and administrativeMarketing, selling and administrativeMarketing, selling and administrative— — 
Research and development— — 98 
Other (income)/expense, netOther (income)/expense, net170 371 575 994 Other (income)/expense, net144 219 272 405 
Total chargesTotal charges$171 $383 $600 $1,129 Total charges$148 $219 $278 $429 

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The following summarizes the charges and spending related to restructuring plan activities:
Nine Months Ended September 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions20212020Dollars in Millions20222021
Liability at December 31Liability at December 31$148 $100 Liability at December 31$101 $148 
Provision for restructuring(a)
Provision for restructuring(a)
138 387 
Provision for restructuring(a)
43 114 
Foreign currency translation and otherForeign currency translation and other(4)Foreign currency translation and other(6)(2)
PaymentsPayments(170)(295)Payments(67)(134)
Liability at September 30$112 $194 
Liability at June 30Liability at June 30$71 $126 
(a)    Includes a reduction of the liability resulting from changes in estimates of $17$8 million for both the six months ended June 30, 2022 and $72021. Excludes $9 million for the ninesix months ended SeptemberJune 30, 2021 and 2020, respectively. Excludes $12 million and $64 million for the nine months ended September 30, 2021 and 2020, respectively, of accelerated stock-based compensation relating to the Celgene Acquisition Plan.

Note 7. INCOME TAXES
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Earnings Before Income TaxesEarnings Before Income Taxes$2,157 $2,257 $6,240 $3,580 Earnings Before Income Taxes$1,958 $1,553 $3,645 $4,083 
Provision for Income TaxesProvision for Income Taxes605 379 1,598 2,548 Provision for Income Taxes529 492 933 993 
Effective Tax RateEffective Tax Rate28.0 %16.8 %25.6 %71.2 %Effective Tax Rate27.0 %31.7 %25.6 %24.3 %

Income taxes in interim periods are determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The effective tax rates in 20212022 and 20202021 were impacted by low jurisdictional tax rates attributed to the unwinding of inventory fair value adjustments and intangible asset amortization, an IPRD impairment charge and contingent value rights fair value adjustments that arewere not taxable or deductible. The ninein the six months ended SeptemberJune 30, 2020 includes an $853 million deferred tax charge resulting from an internal transfer of certain intangible assets to the U.S. and an additional $266 million GILTI tax charge upon finalization of the Otezla* divestiture tax consequences with tax authorities.2021. Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the relevant tax code.

It is reasonably possible that the amount of unrecognized tax benefits at SeptemberJune 30, 20212022 could decrease in the range of approximately $430$455 million to $480$505 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.

13


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

Note 8. EARNINGS PER SHARE
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Amounts in Millions, Except Per Share DataAmounts in Millions, Except Per Share Data2021202020212020Amounts in Millions, Except Per Share Data2022202120222021
Net Earnings Attributable to BMS Used for Basic and Diluted EPS CalculationNet Earnings Attributable to BMS Used for Basic and Diluted EPS Calculation$1,546 $1,872 $4,622 $1,012 Net Earnings Attributable to BMS Used for Basic and Diluted EPS Calculation$1,421 $1,055 $2,699 $3,076 
Weighted-Average Common Shares Outstanding – BasicWeighted-Average Common Shares Outstanding – Basic2,219 2,257 2,227 2,260 Weighted-Average Common Shares Outstanding – Basic2,133 2,227 2,140 2,232 
Incremental Shares Attributable to Share-Based Compensation PlansIncremental Shares Attributable to Share-Based Compensation Plans24 33 26 35 Incremental Shares Attributable to Share-Based Compensation Plans16 25 17 26 
Weighted-Average Common Shares Outstanding – DilutedWeighted-Average Common Shares Outstanding – Diluted2,243 2,290 2,253 2,295 Weighted-Average Common Shares Outstanding – Diluted2,149 2,252 2,157 2,258 
Earnings per Common ShareEarnings per Common ShareEarnings per Common Share
BasicBasic$0.70 $0.83 $2.08 $0.45 Basic$0.67 $0.47 $1.26 $1.38 
DilutedDiluted0.69 0.82 2.05 0.44 Diluted0.66 0.47 1.25 1.36 

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The total number of potential shares of common stock excluded from the diluted earnings per common share computation because of the antidilutive impact was 8 million and 9 millionnot material for the three and ninesix months ended SeptemberJune 30, 2021, respectively2022 and 27 million and 29 million for the three and nine months ended September 30, 2020, respectively.2021.

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
Dollars in MillionsDollars in MillionsLevel 1Level 2Level 3Level 1Level 2Level 3Dollars in MillionsLevel 1Level 2Level 3Level 1Level 2Level 3
Cash and cash equivalents - money market and other securitiesCash and cash equivalents - money market and other securities$— $11,660 $— $— $12,361 $— Cash and cash equivalents - money market and other securities$— $7,708 $— $— $12,225 $— 
Marketable debt securities:Marketable debt securities:Marketable debt securities:
Certificates of depositCertificates of deposit— 1,688 — — 1,020 — Certificates of deposit— 2,022 — — 2,264 — 
Commercial paperCommercial paper— 10 — — — — Commercial paper— 316 — — 320 — 
Corporate debt securitiesCorporate debt securities— 471 — — 698 — Corporate debt securities— 140 — — 403 — 
Derivative assetsDerivative assets— 193 19 — 42 27 Derivative assets— 609 — 206 12 
Equity investmentsEquity investments3,733 145 — 3,314 138 — Equity investments497 556 — 1,910 109 — 
Derivative liabilitiesDerivative liabilities— 12 — — 270 — Derivative liabilities— 17 — — 25 — 
Contingent consideration liability:Contingent consideration liability:Contingent consideration liability:
Contingent value rightsContingent value rights— — 530 — — Contingent value rights— — — — 
Other acquisition related contingent considerationOther acquisition related contingent consideration— — 67 — — 78 Other acquisition related contingent consideration— — 33 — — 35 

As further described in “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements” in the Company’s 20202021 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).
The fair value of equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were not material at June 30, 2022 and December 31, 2021. The restrictions will expire by April 2023.



14


Contingent consideration obligations are recorded at their estimated fair values and these obligations are revalued each reporting period until the related contingencies are resolved. The contingent value rights are adjusted to fair value using the traded price of the securities at the end of each reporting period. The fair value measurements for other contingent consideration liabilities are estimated using probability-weighted discounted cash flow approaches that are based on significant unobservable inputs related to product candidates acquired in business combinations and are reviewed quarterly. These inputs include, as applicable, estimated probabilities and timing of achieving specified development and regulatory milestones and the discount rate used to calculate the present value of estimated future payments. Significant changes which increase or decrease the probabilities of achieving the related development and regulatory events or shorten or lengthen the time required to achieve such events would result in corresponding increases or decreases in the fair values of these obligations. The fair value of other acquisition related contingent consideration as of September 30, 2021 was calculated using the following significant unobservable inputs:
Ranges (weighted average) utilized as of:
InputsSeptember 30, 2021
Discount rate0.3% to 1.3% (0.6%)
Probability of payment0% to 80% (2.4%)
Projected year of payment for development and regulatory milestones2022 to 2028

There were no transfers between levels 1, 2 and 3 during the nine months ended September 30, 2021. The following table represents a roll-forward of the fair value of level 3 instruments:
Nine Months Ended September 30, 2021Nine Months Ended September 30, 2020
Dollars in MillionsAssetLiabilityAssetLiability
Fair value as of January 1$27 $78 $— $106 
Changes in estimated fair value(8)— (35)
Payments— (12)— — 
Foreign exchange— (2)— 
Fair value as of September 30$19 $67 $— $73 

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Available-for-saleMarketable Debt Securities and Equity Investments

The following table summarizes available-for-salemarketable debt securities:
September 30, 2021December 31, 2020June 30, 2022December 31, 2021
Dollars in MillionsDollars in MillionsAmortized CostGross UnrealizedAmortized CostGross UnrealizedDollars in MillionsAmortized CostGross UnrealizedAmortized CostGross Unrealized
GainsLossesFair ValueGainsLossesFair ValueGainsLossesFair ValueGainsLossesFair Value
Certificates of depositCertificates of deposit$1,688 $— $— $1,688 $1,020 $— $— $1,020 Certificates of deposit$2,022 $— $— $2,022 $2,264 $— $— $2,264 
Commercial paperCommercial paper10 — — 10 — — — — Commercial paper316 — — 316 320 — — 320 
Corporate debt securitiesCorporate debt securities466 — 471 684 14 — 698 Corporate debt securities140 — — 140 401 — 403 
Total available-for-sale debt securities(a)
$2,164 $$— $2,169 $1,704 $14 $— $1,718 
Total marketable debt securities(a)
Total marketable debt securities(a)
$2,478 $— $— $2,478 $2,985 $$— $2,987 
(a)    All marketable debt securities mature within two yearsone year as of SeptemberJune 30, 20212022 and December 31, 2020.2021.

The following summarizes the carrying amount of equity investments:
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
Equity investments with readily determinable fair valuesEquity investments with readily determinable fair values$3,878 $3,452 Equity investments with readily determinable fair values$1,053 $2,019 
Equity investments without readily determinable fair valuesEquity investments without readily determinable fair values399 694 Equity investments without readily determinable fair values389 283 
Equity method investmentsEquity method investments621 549 Equity method investments569 666 
Total equity investmentsTotal equity investments$4,898 $4,695 Total equity investments$2,011 $2,968 

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in Millions2021202020212020
Net loss/(gain) recognized on equity investments with readily determinable fair values$22 $(170)$(93)$(577)
Net loss/(gain) recognized on equity investments with readily determinable fair value sold— (91)— 
Net unrealized loss/(gain) recognized on equity investments with readily determinable fair value still held19 (170)(2)(577)
Upward adjustments on equity investments without readily determinable fair value(447)(46)(908)(319)
Impairments and downward adjustments on equity investments without readily determinable fair value— 204 
Cumulative upward adjustments on equity investments without readily determinable fair value(207)
Cumulative impairments and downward adjustments on equity investments without readily determinable fair value80 
Equity in net (income)/loss of affiliates(40)(30)(214)(30)
Three Months Ended June 30,Six Months Ended June 30,
Dollars in Millions2022202120222021
Equity investments with readily determined fair values(a)
Net loss/(gain) recognized$254 $81 $852 $(115)
Net (gain)/loss recognized on investments sold(16)(1)(16)
Net unrealized loss/(gain) recognized on investments still held270 82 868 (117)
Equity investments without readily determinable fair values
Upward adjustments— (192)(6)(461)
Impairments and downward adjustments— — 
Cumulative upward adjustments(109)
Cumulative impairments and downward adjustments52 
Equity in net (income)/loss of affiliates54 (37)104 (174)
(a)    Certain prior year amounts have been reclassified to conform to the current year's presentation.

Qualifying Hedges and Non-Qualifying Derivatives

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 is temporarily reported in Accumulated other comprehensive loss and included in earnings when the hedged item affects earnings. The net gain or loss on foreign currency forward contracts is expected to be reclassified to net earnings (primarily included in Cost of products sold and Other (income)/expense, net) within the next 1224 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro of $3.0$5.3 billion and Japanese yen of $1.0$1.3 billion at SeptemberJune 30, 2021.

2022.
14

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The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the 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. If the U.S. dollar weakens relative to the currency of the hedged anticipated sales, the purchased put option value reduces to zero and BMS benefits from the increase in the U.S. dollar equivalent value of our anticipated foreign currency cash flows; however, this benefit would be capped at the strike level of the written call, which forms the upper end of the collar.

Net Investment Hedges — Non-U.S. dollar borrowings of €950 million ($1.1 billion)992 million) at SeptemberJune 30, 20212022 are designated as net investment hedges to hedge euro currency exposures of the net investment in certain foreign affiliates and are recognized in long-term debt. The effective portion of foreign exchange gain on the remeasurement of euro debt was included in the foreign currency translation component of Accumulated other comprehensive loss with the related offset in long-term debt.

Cross-currency interest rate swap contracts of $600$686 million at SeptemberJune 30, 20212022 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 Accumulated other comprehensive loss with a related offset in Other non-current assets or Other non-current liabilities.

Fair Value Hedges — Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR (0.08%(1.79% as of SeptemberJune 30, 2021)2022) plus an interest rate spread of 4.6%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

In the first quarter of 2022, treasury lock contracts were entered into with a total notional value of $3.0 billion and $2.3 billion to hedge interest rate risk and cash payment associated with long-term debt, respectively. The treasury lock contracts were terminated upon issuance and redemption of long-term debt. These contracts were not designated for hedge accounting and the contract settlements were not material.

The following table summarizes the fair value of outstanding derivatives:
September 30, 2021December 31, 2020 June 30, 2022December 31, 2021
Asset(a)
Liability(b)
Asset(a)
Liability(b)
Asset(a)
Liability(b)
Asset(a)
Liability(b)
Dollars in MillionsDollars in MillionsNotionalFair ValueNotionalFair ValueNotionalFair ValueNotionalFair ValueDollars in MillionsNotionalFair ValueNotionalFair ValueNotionalFair ValueNotionalFair Value
Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:Derivatives designated as hedging instruments:
Interest rate swap contractsInterest rate swap contracts$255 $14 $— $— $255 $24 $— $— Interest rate swap contracts$— $— $255 $(9)$255 $10 $— $— 
Cross-currency interest rate swap contractsCross-currency interest rate swap contracts600 16 — — — — 400 (10)Cross-currency interest rate swap contracts686 77 — — 600 26 — — 
Foreign currency forward contractsForeign currency forward contracts4,643 149 229 (6)231 5,813 (259)Foreign currency forward contracts7,625 524 540 (5)3,587 161 1,814 (20)
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:
Foreign currency forward contractsForeign currency forward contracts704 14 526 (6)1,104 17 336 (1)Foreign currency forward contracts623 522 (3)883 568 (5)
OtherOther— 19 — — — 27 — — Other— — — — 12 — — 
(a)    Included in Other current assets and Other non-current assets.
(b)    Included in Other current liabilities and Other non-current liabilities.

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The following table summarizes the financial statement classification and amount of (gain)/loss recognized on hedging instruments:
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021Three Months Ended June 30, 2022Six Months Ended June 30, 2022
Dollars in MillionsDollars in MillionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, netDollars in MillionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Interest rate swap contractsInterest rate swap contracts$— $(7)$— $(22)Interest rate swap contracts$— $(7)$— $(18)
Cross-currency interest rate swap contractsCross-currency interest rate swap contracts— (2)— (8)Cross-currency interest rate swap contracts— (4)— (8)
Foreign currency forward contractsForeign currency forward contracts19 145 (14)Foreign currency forward contracts(131)(18)(213)(75)
Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
Dollars in MillionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Interest rate swap contracts$— $(7)$— $(21)
Cross-currency interest rate swap contracts— (3)— (8)
Foreign currency forward contracts(5)14 (63)(41)
Foreign currency zero-cost collar contracts— — — 
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Three Months Ended June 30, 2021Six Months Ended June 30, 2021
Dollars in MillionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Interest rate swap contracts$— $(7)$— $(15)
Cross-currency interest rate swap contracts— (3)— (6)
Foreign currency forward contracts59 16 126 (16)

The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss):Income:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Derivatives qualifying as cash flow hedgesDerivatives qualifying as cash flow hedgesDerivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):Foreign currency forward contracts gain/(loss):Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)(a)
$93 $(128)$314 $(65)
Recognized in Other Comprehensive Income(a)
Recognized in Other Comprehensive Income(a)
$481 $(38)$601 $221 
Reclassified to Cost of products soldReclassified to Cost of products sold37 (17)126 (69)Reclassified to Cost of products sold(131)53 (213)89 
Forward starting interest rate swap contract loss:Forward starting interest rate swap contract loss:
Reclassified to Other (income)/expense, netReclassified to Other (income)/expense, net— — (3)— 
Derivatives qualifying as net investment hedgesDerivatives qualifying as net investment hedgesDerivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain:Cross-currency interest rate swap contracts gain:Cross-currency interest rate swap contracts gain:
Recognized in Other Comprehensive Income/(Loss)— (11)26 (1)
Recognized in Other Comprehensive IncomeRecognized in Other Comprehensive Income51 — 64 26 
Non-derivatives qualifying as net investment hedgesNon-derivatives qualifying as net investment hedgesNon-derivatives qualifying as net investment hedges
Non-U.S. dollar borrowings gain:Non-U.S. dollar borrowings gain:Non-U.S. dollar borrowings gain:
Recognized in Other Comprehensive Income/(Loss)20 (39)45 (51)
Recognized in Other Comprehensive IncomeRecognized in Other Comprehensive Income68 (16)83 25 
(a)    The majority is expected to be reclassified into earnings in the next 1224 months.

Debt Obligations

Short-term debt obligations include:
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
Non-U.S. short-term borrowingsNon-U.S. short-term borrowings$81 $176 Non-U.S. short-term borrowings$151 $105 
Current portion of long-term debtCurrent portion of long-term debt4,769 2,000 Current portion of long-term debt4,646 4,764 
OtherOther215 164 Other156 79 
TotalTotal$5,065 $2,340 Total$4,953 $4,948 

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Long-term debt and the current portion of long-term debt include:
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
Principal ValuePrincipal Value$43,141 $48,711 Principal Value$40,993 $43,095 
Adjustments to Principal Value:Adjustments to Principal Value:Adjustments to Principal Value:
Fair value of interest rate swap contractsFair value of interest rate swap contracts14 24 Fair value of interest rate swap contracts(9)10 
Unamortized basis adjustment from swap terminationsUnamortized basis adjustment from swap terminations124 149 Unamortized basis adjustment from swap terminations107 119 
Unamortized bond discounts and issuance costsUnamortized bond discounts and issuance costs(270)(303)Unamortized bond discounts and issuance costs(296)(263)
Unamortized purchase price adjustments of Celgene debtUnamortized purchase price adjustments of Celgene debt1,437 1,755 Unamortized purchase price adjustments of Celgene debt958 1,408 
TotalTotal$44,446 $50,336 Total$41,753 $44,369 
Current portion of long-term debtCurrent portion of long-term debt$4,769 $2,000 Current portion of long-term debt$4,646 $4,764 
Long-term debtLong-term debt39,677 48,336 Long-term debt37,107 39,605 
TotalTotal$44,446 $50,336 Total$41,753 $44,369 

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The fair value of long-term debt was $49.8$39.7 billion at SeptemberJune 30, 20212022 and $58.5$49.1 billion at December 31, 20202021 valued using Level 2 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.

During the six months ended June 30, 2022, BMS purchased an aggregate principal amount of $6.0 billion of certain of its debt securities for $6.6 billion of cash in tender offers and “make whole” redemptions. In connection with these transactions, a net of $266 million loss on debt redemption was recognized based on the first quartercarrying value of the debt and included in Other (income)/expense, net. In addition, $1.5 billion 2.60% Notes and $500 million Floating Rate Notes matured and were repaid.

During the six months ended June 30, 2022, we issued an aggregate principal amount of $6.0 billion of debt with net proceeds of $5.9 billion. The table below summarizes the issuances:

Dollars in Millions
Principal Value:
2.950% Notes due 20321,750 
3.550% Notes due 20421,250 
3.700% Notes due 20522,000 
3.900% Notes due 20621,000 
Total$6,000 

The notes rank equally in right of payment with all of BMS's existing and future senior unsecured indebtedness and are redeemable at any time, in whole, or in part, at varying specified redemption prices plus accrued and unpaid interest.

During the six months ended June 30, 2021, BMS purchased an aggregate principal amount of $3.5 billion of certain of its debt securities for approximately $4.0 billion of cash in a series of tender offers and “make whole” redemptions. In connection with these transactions, a $281 million loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net.

During the nine months ended September 30, 2021, In addition, the $500 million 2.875% Notes and $1.0 billion 2.550% Notes and $500 million 2.250% Notes matured and were repaid.

Interest payments were $1.2 billion$720 million and $1.3 billion$807 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, net of amounts related to interest rate swap contracts.

As of September 30,At December 31, 2021, BMS had 4 separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiringwhich expired in January 2022, a three-year $1.0 billion facility expiringwhich expired in January 2022 and two five-year $1.5 billion facilities that were extended to September 2025 and July 2026, respectively. The facilities provide

In January 2022, BMS entered into a five-year $5.0 billion facility expiring in January 2027, which is extendable annually by one year with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for BMS’sour commercial paper borrowings and are extendable annually by one year on the anniversary dateborrowings. Concurrently with the consent ofentry into this facility, the lenders. commitments under our existing five-year $1.5 billion facilities were terminated and the three-year $1.0 billion facility and 364-day $2.0 billion facility expired in accordance with their terms in January 2022. No borrowings were outstanding under any revolving credit facility at SeptemberJune 30, 20212022 or December 31, 2020.2021.

Note 10. RECEIVABLES
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
Trade receivablesTrade receivables$8,519 $7,882 Trade receivables$8,186 $8,723 
Less charge-backs and cash discountsLess charge-backs and cash discounts(616)(645)Less charge-backs and cash discounts(575)(723)
Less allowance for expected credit lossLess allowance for expected credit loss(25)(18)Less allowance for expected credit loss(25)(21)
Net trade receivablesNet trade receivables7,878 7,219 Net trade receivables7,586 7,979 
Alliance, royalties, VAT and other1,367 1,282 
Alliance, Royalties, VAT and otherAlliance, Royalties, VAT and other1,468 1,390 
ReceivablesReceivables$9,245 $8,501 Receivables$9,054 $9,369 

Non-U.S. receivables sold on a nonrecourse basis were $1.1 billion$674 million and $788$638 million for the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively. Receivables from the 3 largest customers in the U.S. represented approximately 56%64% and 59% of total trade receivables at both SeptemberJune 30, 20212022 and December 31, 2020.2021, respectively.

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Note 11. INVENTORIES
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
Finished goodsFinished goods$849 $932 Finished goods$469 $543 
Work in processWork in process1,782 2,015 Work in process1,912 2,111 
Raw and packaging materialsRaw and packaging materials306 207 Raw and packaging materials422 350 
Total inventoriesTotal inventories$2,937 $3,154 Total inventories$2,803 $3,004 
InventoriesInventories$2,163 $2,074 Inventories$2,142 $2,095 
Other non-current assetsOther non-current assets774 1,080 Other non-current assets661 909 

Total inventories includeThe fair value adjustments resulting fromrelated to the Celgene acquisition of $508were $245 million at SeptemberJune 30, 20212022 and $774$508 million at December 31, 2020.2021. Other non-current assets include inventory expected to remain on hand beyond 12 months in both periods.

In the first quarter of 2022, BMS recorded an out of period adjustment to reduce the remaining amount of inventory fair value adjustments resulting from the Celgene acquisition by $114 million with a corresponding increase to Cost of products sold of $32 million and Research and development expense of $82 million. The adjustment was not material to previously reported balance sheets or results of operations.

Note 12. PROPERTY, PLANT AND EQUIPMENT
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
LandLand$169 $189 Land$162 $169 
BuildingsBuildings5,744 5,732 Buildings5,740 5,897 
Machinery, equipment and fixturesMachinery, equipment and fixtures3,230 3,063 Machinery, equipment and fixtures3,243 3,252 
Construction in progressConstruction in progress695 487 Construction in progress850 764 
Gross property, plant and equipmentGross property, plant and equipment9,838 9,471 Gross property, plant and equipment9,995 10,082 
Less accumulated depreciationLess accumulated depreciation(3,970)(3,585)Less accumulated depreciation(4,025)(4,033)
Property, plant and equipmentProperty, plant and equipment$5,868 $5,886 Property, plant and equipment$5,970 $6,049 

Depreciation expense was $144$141 million and $422$286 million for the three and ninesix months ended SeptemberJune 30, 20212022 and $136$143 million and $451$278 million for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively.

Note 13. GOODWILL AND OTHER INTANGIBLE ASSETS
Dollars in MillionsDollars in MillionsEstimated Useful LivesSeptember 30,
2021
December 31,
2020
Dollars in MillionsEstimated Useful LivesJune 30,
2022
December 31,
2021
GoodwillGoodwill$20,519 $20,547 Goodwill$20,446 $20,502 
Other intangible assets:Other intangible assets:Other intangible assets:
LicensesLicenses5 – 15 years327 328 Licenses5 – 15 years307 307 
Acquired marketed product rightsAcquired marketed product rights3 – 15 years60,720 59,076 Acquired marketed product rights3 – 15 years60,477 60,454 
Capitalized softwareCapitalized software3 – 10 years1,452 1,325 Capitalized software3 – 10 years1,581 1,499 
IPRDIPRD3,750 6,130 IPRD3,710 3,750 
Gross other intangible assetsGross other intangible assets66,249 66,859 Gross other intangible assets66,075 66,010 
Less accumulated amortizationLess accumulated amortization(21,319)(13,616)Less accumulated amortization(28,385)(23,483)
Other intangible assetsOther intangible assets$44,930 $53,243 Other intangible assets$37,690 $42,527 

In the nine months ended September 30, 2021, $1.5 billion of IPRD was reclassified to acquired marketed product rights upon approval of Breyanzi and Abecma in the U.S. Amortization expense of other intangible assets was $2.6$2.4 billion and $7.7$4.9 billion for the three and ninesix months ended SeptemberJune 30, 20212022 and $2.5 billion and $7.3$5.1 billion for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively.

In the thirdfirst quarter of 2021,2022, a $610$40 million IPRD impairment charge for an investigational compound was recorded in Research and development expense primarily resulting from changesfollowing a decision to discontinue development of an investigational compound in clinical timelines, expected launch dates and competitive landscape.connection with the prioritization of current pipeline opportunities. The compound iswas obtained in the acquisition of Celgene and was being studied as a potential treatment for hematologic diseases and was acquired in the acquisition of Celgene.autoimmune diseases. The charge represented a partial write-down of its carrying value based on the estimated fair value determined using discounted cash flow projections.full write-down.

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

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

Note 14. SUPPLEMENTAL FINANCIAL INFORMATION
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31, 2020Dollars in MillionsJune 30,
2022
December 31, 2021
Income taxesIncome taxes$2,493 $1,799 Income taxes$3,067 $2,786 
Research and developmentResearch and development510 492 Research and development664 514 
Contract assetsContract assets419 361 
Equity investmentsEquity investments160 619 Equity investments38 255 
Restricted cash140 89 
Restricted cash(a)
Restricted cash(a)
153 140 
OtherOther1,069 787 Other1,421 776 
Other current assetsOther current assets$4,372 $3,786 Other current assets$5,762 $4,832 

Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31, 2020Dollars in MillionsJune 30,
2022
December 31, 2021
Equity investmentsEquity investments$4,738 $4,076 Equity investments$1,973 $2,713 
InventoriesInventories774 1,080 Inventories661 909 
Operating leasesOperating leases967 859 Operating leases840 919 
Pension and postretirementPension and postretirement258 208 Pension and postretirement315 317 
Research and developmentResearch and development572 248 
Restricted cash(a)
Restricted cash(a)
199 338 
Restricted cash(a)
57 197 
OtherOther467 458 Other310 232 
Other non-current assetsOther non-current assets$7,403 $7,019 Other non-current assets$4,728 $5,535 
(a)    Restricted cash consists of funds restricted for annual Company contributions to the defined contribution plan in the U.S. and escrow for litigation settlements. Cash is restricted when withdrawal or general use is contractually or legally restricted. Restricted cash of $339$373 million at SeptemberJune 30, 2021, and $425 million at September 30, 2020 was included in cash, cash equivalents and restricted cash in the consolidated statements of cash flows.
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31, 2020Dollars in MillionsJune 30,
2022
December 31, 2021
Rebates and returns$6,523 $5,688 
Rebates and discountsRebates and discounts$5,842 $6,399 
Income taxesIncome taxes751 647 Income taxes1,141 754 
Employee compensation and benefitsEmployee compensation and benefits1,138 1,412 Employee compensation and benefits797 1,375 
Research and developmentResearch and development1,370 1,423 Research and development1,386 1,373 
DividendsDividends1,109 1,129 Dividends1,154 1,186 
InterestInterest365 434 Interest352 378 
RoyaltiesRoyalties402 461 Royalties384 410 
Operating leasesOperating leases173 164 Operating leases167 169 
Contingent value rights— 515 
OtherOther1,869 2,154 Other1,857 1,927 
Other current liabilitiesOther current liabilities$13,700 $14,027 Other current liabilities$13,080 $13,971 

Dollars in MillionsSeptember 30,
2021
December 31, 2020
Income taxes payable$4,768 $5,017 
Pension and postretirement821 899 
Operating leases929 833 
Deferred income340 357 
Deferred compensation409 344 
Other249 326 
Other non-current liabilities$7,516 $7,776 
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Dollars in MillionsJune 30,
2022
December 31, 2021
Income taxes$4,366 $4,835 
Pension and postretirement589 654 
Operating leases815 874 
Deferred income307 326 
Deferred compensation354 427 
Other209 218 
Other non-current liabilities$6,640 $7,334 

Note 15. EQUITY

The following table summarizes changes in equity for the ninesix months ended SeptemberJune 30, 2022:
Common StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling Interest
Dollars and Shares in MillionsSharesPar ValueSharesCost
Balance at December 31, 20212,923 $292 $44,361 $(1,268)$23,820 747 $(31,259)$60 
Net Earnings— — — — 1,278 — — 
Other Comprehensive Income— — — 39 — — — — 
Cash dividends declared(a)
— — — — (1,150)— — — 
Share repurchase program— — (750)— — 65 (4,250)— 
Stock compensation— — 145 — — (18)322 — 
Balance at March 31, 20222,923 $292 $43,756 $(1,229)$23,948 794 $(35,187)$65 
Net Earnings— — — — 1,421 — — 
Other Comprehensive Income— — — 237 — — — — 
Cash dividends declared(a)
— — — — (1,152)— — — 
Share repurchase program— — 300 — — (300)— 
Stock compensation— — 319 — — (8)195 — 
Distributions— — — — — — — (12)
Balance at June 30, 20222,923 292 44,375 (992)24,217 788 (35,292)61 
(a)    Cash dividends declared per common share were $0.54 for the three months ended March 31, 2022 and June 30, 2022, respectively.

The following table summarizes changes in equity for the six months ended June 30, 2021:
Common StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling InterestCommon StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling Interest
Dollars and Shares in MillionsDollars and Shares in MillionsSharesPar ValueSharesCostDollars and Shares in MillionsSharesPar ValueSharesCost
Balance at December 31, 2020Balance at December 31, 20202,923 $292 $44,325 $(1,839)$21,281 679 $(26,237)$60 Balance at December 31, 20202,923 $292 $44,325 $(1,839)$21,281 679 $(26,237)$60 
Net EarningsNet Earnings— — — — 2,021 — — Net Earnings— — — — 2,021 — — 
Other Comprehensive IncomeOther Comprehensive Income— — — 295 — — — — Other Comprehensive Income— — — 295 — — — — 
Cash dividends declared(a)
Cash dividends declared(a)
— — — — (1,098)— — — 
Cash dividends declared(a)
— — — — (1,098)— — — 
Share repurchase programShare repurchase program— — — — — 28 (1,768)— Share repurchase program— — — — — 28 (1,768)— 
Stock compensationStock compensation— — (473)— — (15)806 — Stock compensation— — (473)— — (15)806 — 
Balance at March 31, 2021Balance at March 31, 20212,923 $292 $43,852 $(1,544)$22,204 692 $(27,199)$68 Balance at March 31, 20212,923 $292 $43,852 $(1,544)$22,204 692 $(27,199)$68 
Net Earnings— — — — 1,055 — — 
Other Comprehensive Income— — — 26 — — — — 
Net LossNet Loss— — — — 1,055 — — 
Other Comprehensive LossOther Comprehensive Loss— — — 26 — — — — 
Cash dividends declared(a)
Cash dividends declared(a)
— — — — (1,091)— — — 
Cash dividends declared(a)
— — — — (1,091)— — — 
Stock repurchase programStock repurchase program— — — — — 19 (1,235)— Stock repurchase program— — — — — 19 (1,235)— 
Stock compensationStock compensation— — 212 — — (10)236 — Stock compensation— — 212 — — (10)236 — 
DistributionsDistributions— — — — — — — (8)Distributions— — — — — — — (8)
Balance at June 30, 2021Balance at June 30, 20212,923 292 44,064 (1,518)22,168 701 (28,198)66 Balance at June 30, 20212,923 292 44,064 (1,518)22,168 701 (28,198)66 
Net Earnings— — — — 1,546 — — 
Other Comprehensive Income— — — 94 — — — — 
Cash dividends declared(a)
— — — — (1,089)— — — 
Stock repurchase program— — — — — (487)— 
Stock compensation— — 228 — — (5)113 — 
Distributions— — — — — — — — 
Balance at September 30, 20212,923 $292 $44,292 $(1,424)$22,625 703 $(28,572)$71 
(a)    Cash dividends declared per common share were $0.49 for the three months ended March 31, 2021 and June 30, 2021, and September 30, 2021.

The following table summarizes changes in equity for the nine months ended September 30, 2020:
Common StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling Interest
Dollars and Shares in MillionsSharesPar ValueSharesCost
Balance at December 31, 20192,923 $292 $43,709 $(1,520)$34,474 672 $(25,357)$100 
Net Loss— — — — (775)— — 
Other Comprehensive Loss— — — (29)— — — — 
Cash dividends declared(a)
— — — — (1,028)— — — 
Share repurchase program— — — — — (81)— 
Stock compensation— — (455)— — (13)681 — 
Distributions— — — — — — — (43)
Balance at March 31, 20202,923 $292 $43,254 $(1,549)$32,671 660 $(24,757)$66 
Net Loss— — — — (85)— — 
Other Comprehensive Loss— — — (7)— — — — 
Cash dividends declared(b)
— — — — (1,021)— — — 
Stock repurchase program— — 1,400 — — 16 (1,400)— 
Stock compensation— — (210)— — (7)506 — 
Distributions— — — — — — — (5)
Balance at June 30, 20202,923 292 44,444 (1,556)31,565 669 (25,651)66 
Net Earnings— — — — 1,872 — — 
Other Comprehensive Loss— — — (143)— — — — 
Cash dividends declared(b)
— — — — (1,023)— — — 
Stock compensation— — (9)— — (6)367 — 
Balance at September 30, 20202,923 $292 $44,435 $(1,699)$32,414 663 $(25,284)$72 
(a)    Cash dividends declared per common share were $0.45 for the three months ended March 31, 2020, June 30, 2021 and September 30, 2020.respectively.

20

21


BMS has a share repurchase program, authorized by its Board of Directors, allowing for repurchases of its shares. 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. Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method.

The outstanding share repurchase authority authorization under the program was $4.4approximately $15.2 billion as of December 31, 2020. In January 2021, the Board of Directors approved an increase of $2.0 billion to the share repurchase authorization for BMS’s common stock. BMS repurchased approximately 54 million shares of its common stock for $3.5 billion during the nine months ended September 30, 2021. The remaining share repurchase capacity under the share repurchase program was approximately $2.9 billion as of September 30, 2021.

BMS repurchased 1.4 million shares of its common stock for $81 million inDuring the nine months ended September 30, 2020.

In the fourthfirst quarter of 2019,2022, BMS executedentered into accelerated share repurchase (“ASR”("ASR") agreements to repurchase an aggregate $7$5.0 billion of common stock.stock to be settled in two tranches during the second and third quarters of 2022. The ASR wasagreements were funded with cash on-hand. In the fourthfirst quarter of 2019,2022 approximately 9965 million shares of common stock (80%(85% of the $7$5.0 billion aggregate repurchase price) were received by BMS and included in treasury stock. InDuring the second quarterthree months ended June 30, 2022, the first tranche of 2020, the agreementASR was settled and approximately 162 million shares of common stock were received by BMS and transferred to treasury stock. The second tranche is expected to settle in the third quarter of 2022. The total number of shares to be repurchased under the ASR agreements will be based on volume-weighted average prices of BMS's common stock during the terms of the ASR transactions less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements. The remaining share repurchase capacity under the share repurchase program was approximately $10.2 billion as of June 30, 2022.

BMS repurchased 47 million shares of its common stock for $3.0 billion in the six months ended June 30, 2021.
22



The components of Other Comprehensive Income/(Loss)Income were as follows:
20212020
Dollars in MillionsPretaxTaxAfter TaxPretaxTaxAfter Tax
Three Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)$93 $(13)$80 $(128)$10 $(118)
Reclassified to net earnings(a)
37 (4)33 (17)(14)
Derivatives qualifying as cash flow hedges130 (17)113 (145)13 (132)
Pension and postretirement benefits:
Actuarial losses(4)(3)(16)(13)
Amortization(b)
10 (2)(2)
Settlements(b)
— (1)
Pension and postretirement benefits(1)(4)— (4)
Available-for-sale debt securities:
Unrealized (losses)/gains(3)— (3)(4)(2)
Foreign currency translation(18)(5)(23)(16)11 (5)
Other Comprehensive Income/(Loss)$117 $(23)$94 $(169)$26 $(143)
21



2021202020222021
Dollars in MillionsDollars in MillionsPretaxTaxAfter TaxPretaxTaxAfter TaxDollars in MillionsPretaxTaxAfter TaxPretaxTaxAfter Tax
Nine Months Ended September 30,
Three Months Ended June 30,Three Months Ended June 30,
Derivatives qualifying as cash flow hedges:Derivatives qualifying as cash flow hedges:Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)Unrealized gains/(losses)$314 $(27)$287 $(65)$$(61)Unrealized gains/(losses)$481 $(65)$416 $(38)$(3)$(41)
Reclassified to net earnings(a)
Reclassified to net earnings(a)
126 (14)112 (69)(60)
Reclassified to net earnings(a)
(131)16 (115)53 (6)47 
Derivatives qualifying as cash flow hedgesDerivatives qualifying as cash flow hedges440 (41)399 (134)13 (121)Derivatives qualifying as cash flow hedges350 (49)301 15 (9)
Pension and postretirement benefits:Pension and postretirement benefits:Pension and postretirement benefits:
Actuarial losses18 (2)16 (28)(22)
Actuarial gains/(losses)Actuarial gains/(losses)20 (3)17 
Amortization(b)
Amortization(b)
29 (7)22 27 (5)22 
Amortization(b)
(1)10 (2)
Settlements(b)
Settlements(b)
(1)(2)
Settlements(b)
(1)(1)
Pension and postretirement benefitsPension and postretirement benefits55 (10)45 (1)Pension and postretirement benefits30 (5)25 16 (1)15 
Available-for-sale debt securities:
Marketable debt securities:Marketable debt securities:
Unrealized (losses)/gainsUnrealized (losses)/gains(9)(7)10 (2)Unrealized (losses)/gains— (1)(1)(3)(2)
Realized losses— — — (1)— (1)
Available-for-sale debt securities:(9)(7)(2)
Foreign currency translationForeign currency translation(6)(16)(22)(81)11 (70)Foreign currency translation(64)(24)(88)
Other Comprehensive Income/(Loss)$480 $(65)$415 $(200)$21 $(179)
Other Comprehensive IncomeOther Comprehensive Income$316 $(79)$237 $31 $(5)$26 
Six Months Ended June 30,Six Months Ended June 30,
Derivatives qualifying as cash flow hedges:Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)Unrealized gains/(losses)$601 $(81)$520 $221 $(14)$207 
Reclassified to net earnings(a)
Reclassified to net earnings(a)
(216)28 (188)89 (10)79 
Derivatives qualifying as cash flow hedgesDerivatives qualifying as cash flow hedges385 (53)332 310 (24)286 
Pension and postretirement benefits:Pension and postretirement benefits:
Actuarial gains/(losses)Actuarial gains/(losses)40 (7)33 22 (3)19 
Amortization(b)
Amortization(b)
12 (3)19 (5)14 
Settlements(b)
Settlements(b)
(1)(1)
Pension and postretirement benefitsPension and postretirement benefits57 (11)46 47 (9)38 
Marketable debt securities:Marketable debt securities:
Unrealized gainsUnrealized gains(2)— (2)(6)(4)
Foreign currency translationForeign currency translation(70)(30)(100)12 (11)
Total Other Comprehensive IncomeTotal Other Comprehensive Income$370 $(94)$276 $363 $(42)$321 
(a)Included in Cost of products sold.
(b)Included in Other (income)/expense, net.

The accumulated balances related to each component of Other Comprehensive Income/(Loss),Income, net of taxes, were as follows:
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
Derivatives qualifying as cash flow hedgesDerivatives qualifying as cash flow hedges$162 $(237)Derivatives qualifying as cash flow hedges$510 $178 
Pension and postretirement benefitsPension and postretirement benefits(929)(974)Pension and postretirement benefits(722)(768)
Available-for-sale debt securities11 
Marketable debt securitiesMarketable debt securities— 
Foreign currency translationForeign currency translation(661)(639)Foreign currency translation(780)(680)
Accumulated other comprehensive lossAccumulated other comprehensive loss$(1,424)$(1,839)Accumulated other comprehensive loss$(992)$(1,268)

23


Note 16. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Cost of products soldCost of products sold$14 $$44 $28 Cost of products sold$11 $15 $19 $30 
Marketing, selling and administrativeMarketing, selling and administrative59 81 184 255 Marketing, selling and administrative48 65 96 125 
Research and developmentResearch and development66 78 210 261 Research and development57 74 108 144 
Other (income)/expense, netOther (income)/expense, net17 12 64 Other (income)/expense, net— — 
Total stock-based compensation expenseTotal stock-based compensation expense$142 $185 $450 $608 Total stock-based compensation expense$116 $157 $223 $308 
Income tax benefit(a)
Income tax benefit(a)
$29 $38 $93 $124 
Income tax benefit(a)
$22 $33 $44 $64 
(a)    Income tax benefit excludes excess tax benefits from share-based compensation awards that were vested or exercised of $7$19 million and $36$59 million for the three and ninesix months ended SeptemberJune 30, 20212022 and $1$12 million and $29 million for the three and ninesix months ended SeptemberJune 30, 2020,2021, respectively.

22



The number of units granted and the weighted-average fair value on the grant date for the ninesix months ended SeptemberJune 30, 20212022 were as follows:
Units in MillionsUnits in MillionsUnitsWeighted-Average Fair ValueUnits in MillionsUnitsWeighted-Average Fair Value
Restricted stock unitsRestricted stock units8.4 $56.72 Restricted stock units8.0 $63.81 
Market share unitsMarket share units1.0 58.04 Market share units1.0 60.74 
Performance share unitsPerformance share units1.5 59.04 Performance share units1.4 66.76 
Dollars in MillionsDollars in MillionsStock OptionsRestricted Stock UnitsMarket Share UnitsPerformance Share UnitsDollars in MillionsStock OptionsRestricted Stock UnitsMarket Share UnitsPerformance Share Units
Unrecognized compensation costUnrecognized compensation cost$13 $793 $60 $103 Unrecognized compensation cost$$919 $76 $132 
Expected weighted-average period in years of compensation cost to be recognizedExpected weighted-average period in years of compensation cost to be recognized0.82.73.01.8Expected weighted-average period in years of compensation cost to be recognized0.33.13.22.0

Note 17. LEGAL PROCEEDINGS AND CONTINGENCIES

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. Legal proceedings that are significant or that BMS believes could become significant or material are described below.

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 the matters, 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 any other or future lawsuits, claims, government investigations or other legal proceedings will not be material to BMS’s financial position, results of operations or cash flows for a particular period. Furthermore, failure to successfully enforce 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”.

24


INTELLECTUAL PROPERTY

Anti-PD-1 and Anti-PD-L1 Antibody Litigation
In September 2015, Dana-Farber Cancer Institute (“Dana-Farber”) filed a complaint in the U.S. District Court for the District of Massachusetts seeking to correct the inventorship on up to 6 related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber is seekingsought to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in thisthe case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer during the relevant period. In February 2019, BMS settled the lawsuit with Pfizer. A bench trial in the lawsuit with Dana-Farber took place in February 2019. In May 2019, the District Court issued an opiniona decision ruling that the two scientists should be added as inventors to the patents which decision was affirmed on appeal. In May 2021, the U.S. Supreme Court declined to consider the case. In June 2019, Dana-Farber filed a new lawsuit in the District of Massachusetts against BMS seeking damages as a result of the District Court’s decision adding the scientists as inventors. In February 2021, BMS filed a motion to dismiss thethat complaint. In August 2021, the Court denied the motion to dismiss, but ruled that Dana-Farber’s claims for damages before May 17, 2019—the date of the District Court’s ruling that Dana-Farber was a co-inventor of the patents—are preempted by federal patent law. Discovery is proceeding.A trial has been scheduled for May 2023.

23On March 17, 2022, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca UK Ltd ("AZ") alleging that AZ's marketing of the PD-L1 antibody Imfinzi infringes certain claims of U.S. Patent Nos. 9,580,505, 9,580,507, 10,138,299, 10,308,714, 10,266,594, 10,266,595, 10,266,596 and 10,323,092. No trial date has been scheduled.



CAR T
In October 2017, Juno and Sloan Kettering Institute for Cancer Research (“SKI”) filed a complaint for patent infringement against Kite Pharma, Inc. (“Kite”) in the U.S. District Court for the Central District of California. The complaint alleged that Kite’s Yescarta* product infringes certain claims of U.S. Patent No. 7,446,190 (the “’190 Patent”) concerning CAR T cell technologies. Kite filed an answer and counterclaims asserting non-infringement and invalidity of the ’190 Patent. In December 2019, following an eight-day trial, the jury rejected Kite’s defenses, finding that Kite willfully infringed the ’190 Patent and awarding to Juno and SKI a reasonable royalty consisting of a $585 million upfront payment and a 27.6% running royalty on Kite’s sales of Yescarta* through the expiration of the ’190 Patent in August 2024. In January 2020, Kite renewed its previous motion for judgment as a matter of law and also moved for a new trial, and Juno filed a motion seeking enhanced damages, supplemental damages, ongoing royalties, and prejudgment interest. In March 2020, the Court denied both of Kite’s motions in their entirety. In April 2020, the Court granted in part Juno’s motion and entered a final judgment awarding to Juno and SKI approximately $1.2 billion in royalties, interest and enhanced damages and a 27.6% running royalty on Kite’s sales of Yescarta* from December 13, 2019 through the expiration of the ’190 Patent in August 2024. In April 2020, Kite appealed the final judgment to the U.S. Court of Appeals for the Federal Circuit and the Court held an oral hearing on July 6, 2021. In August 2021, a Federal Circuit panel reversed the jury verdict and district court decision and found the ’190 Patent to be invalid. In October 2021, Juno and SKI plan to appealfiled a petition with the Federal Circuit panel’s decision.for panel and en banc rehearing which the Federal Circuit denied on January 14, 2022. On June 13, 2022, Juno and SKI filed a petition for a writ of certiorari with the U.S. Supreme Court.

Eliquis - Europe
In November 2020 and January 2021, Sandoz Limited (“Sandoz”) and Teva Pharmaceutical Industries Ltd. (“Teva Limited”), respectively, filed lawsuits in the United Kingdom seeking revocation of the UK apixaban composition of matter patent and related Supplementary Protection Certificate.Certificate (“SPC”). BMS subsequently filed counterclaims for infringement in both actions. A trial took place in February 2022 and in a judgement issued on April 7, 2022, the judge found the UK apixaban composition of matter patent and related SPC invalid. The Company is scheduledseeking permission to begin in early 2022.appeal from the Court of Appeal.

There are similarSimilar lawsuits have been filed in France, Italy, the Netherlands, the Republic of Ireland, and Swedenvarious other countries in Europe seeking revocation of aour composition of matter patentpatents and SPCs relating to Eliquis,.and trials have been scheduled in certain of those cases. In May 2022, a Dutch court issued a decision denying a request by the Company for a preliminary injunction that would have prevented an at-risk generic launch in the Netherlands by Sandoz prior to a full trial on the merits.

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

EliquisOnureg - U.S.
In 2017,November 2021, BMS received a Notice LettersLetter from NaN generic companiesAccord notifying BMS that theyAccord had filed aNDAsan aNDA containing a paragraph IV certificationscertification seeking approval of a generic versionsversion of EliquisOnureg. As a result, 2 Eliquis patents listed in the U.S. and challenging the one FDA Orange Book are being challenged: the composition of matterBook-listed formulation patent claiming apixaban specifically and a formulation patent.expiring in 2030. In response, BMS along with its partner Pfizer, initiatedfiled a patent infringement actions under the Hatch-Waxman Actaction against all generic filersAccord 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. ADelaware. No trial with the remaining aNDA filers took place in late 2019. In August 2020, the U.S. District Court issued a decision finding that the remaining aNDA filers’ products infringed the Eliquis composition of matter and formulation patents and that both Eliquis patents are not invalid. In September 2021, the Federal Circuit affirmed the lower court decision.date has been scheduled.

24

25


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.appealed. 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 ($326309 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. In May 2020, the Australian government appealed the Federal Court’s 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. In September 2021, Celgene and Natco Canada entered into a confidential settlement agreement and the case was discontinued.

Celgene received a second Notice of Allegation in November 2020 from Natco Canada notifying Celgene that it had filed a second aNDS with Canada’s Minister of Health with respect to certain of Celgene’s Canadian patents. 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. In September 2021, Celgene and Natco Canada entered into a confidential settlement agreement and the case was discontinued.

Pomalyst - U.S.
Beginning in 2017, Celgene received Notice letters on behalf of, among others that settled in previous reporting periods, Hetero Labs Limited, Hetero Labs Limited Unit-V, Hetero Drugs Limited, Hetero USA, Inc. (collectively, “Hetero”) and Mylan Pharmaceuticals Inc. 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 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 February and March 2019, Celgene filed additional patent infringement actions in the U.S. District Court for the District of New Jersey against the companies asserting certain patents that are not listed in the FDA Orange Book and that cover polymorphic forms of pomalidomide, and the companies filed answers and/or counterclaims alleging that each of these patents is invalid and/or not infringed. These actions were consolidated with the earlier-filed actions against the companies. 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 alleging that the patent is invalid and not infringed. The Court consolidated these additional litigations with the previously-consolidated litigations.

In September 2020, the Court granted Mylan Pharmaceuticals Inc.’s motion to dismiss, and Celgene appealed that decision. The Federal Circuit held an oral hearing on Celgene’s appeal on September 2, 2021.

In August 2021, Celgene entered into a confidential settlement agreement with Hetero, settling all outstanding claims in the litigation with Hetero.

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In June 2019,2022, Celgene received a Notice Letter from Dr. Reddy’sMSN Laboratories Pvt. Ltd. and Dr. Reddy’s Laboratories, Inc. (together, “DRL”(“MSN”) notifying Celgene that theyMSN 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 DRLMSN 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.patents. In March 2020,June 2022, Celgene filed an additional patent infringement actionentered into a confidential settlement agreement with MSN, settling all outstanding claims 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 consolidatedlitigation 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.MSN.

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

Revlimid - U.S.
Celgene has received a Notice Letters on behalf of, among others that settled in previous reporting periods, Hetero; LupinLetter from Alembic Pharmaceuticals Limited, (“Lupin”); HikmaAlembic Global Holding SA, and Alembic Pharmaceuticals, USA, Inc. (“Hikma”); Biocon Pharma Limited, Biocon Limited, and Biocon Pharma, Inc. (“Biocon”); and Torrent Pharmaceuticals Limited and Torrent Pharma Inc. (“Torrent”Alembic”) notifying Celgene that theyAlembic had filed aNDAsan aNDA containing paragraph IV certifications seeking approval to market a generic versionsversion of Revlimid in the U.S. In response, Celgene filedinitiated a patent infringement actionsaction against the companiesAlembic 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 havepatents. Alembic filed answers and/orand counterclaims alleging that the asserted patents are invalid and/or not infringed. The parties subsequently settled all disputes pertaining to the Alembic aNDA, and the case was dismissed.

In May 2022, Celgene received a Notice Letter from Oncogen Pharma (Malaysia) Sdn. Bhd. (“Oncogen”) notifying Celgene that Oncogen has filed an aNDA containing paragraph IV certifications seeking approval to market a generic version of Revlimid in the U.S. In response, Celgene initiated a patent infringement action against Oncogen in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents. The parties subsequently settled all disputes pertaining to the Oncogen aNDA, and the case was dismissed.

In May 2022, Celgene received a Notice Letter from Qilu Pharmaceutical Co. Ltd. (“Qilu”) notifying Celgene that Qilu has filed an aNDA containing paragraph IV certifications seeking approval to market a generic version of Revlimid in the U.S. In response, Celgene initiated a patent infringement action against Qilu in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents. Qilu has not yet responded to the complaint. No trial dateschedule has been scheduled in any of these actions. In August and September 2021, Celgene entered into confidential settlement agreements with Torrent, Biocon and Hetero, settling all outstanding claims inby the litigations with Torrent, Biocon and Hetero.Court.

Sprycel - U.S.
In August 2021,January 2022, BMS received a Notice Letter from Alembic Pharmaceuticals, LtdXspray Pharma AB ("Xspray") notifying BMS that itXspray had filed an aNDAa 505(b)(2) NDA application containing paragraph IV certifications seeking approval of a generic version of Spryceldasatinib product in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In response,February 2022, BMS filed a patent infringement action against Xspray in the U.S. District Court for the District of New Jersey. Subsequently, the Company also received paragraph IV certification letters from Accord, Biocon, and Nanocopoeia challenging the same patents, and the Company filed patent infringement actions against all three companies. No trial dates have been scheduled in any of these actions.

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Zeposia - U.S.
On October 15, 2021, Actelion Pharmaceuticals LTD and Actelion Pharmaceuticals US, INC (“Actelion”), filed a complaint for patent infringement in the United States District Court for the District of New Jersey against the CompanyBMS and Celgene for alleged infringement of U.S. Patent No. 10,251,867 (the “’867 Patent”). The Complaint alleges that the sale of Zeposia infringes certain claims of the ’867 Patent and Actelion is seeking damages and injunctive relief. No trial date has been scheduled.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits
BMS and certain Sanofi entities are defendants in consumer protection actions brought by the attorneys general of Hawaii and New Mexico relating to the labeling, sales and/or promotion of Plavix*. 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 warranted for this matter. A trial in the New Mexico matter has been setscheduled for the court’s April 2022 trial docket.January 2023.

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.

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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. Inorders and all remaining cases in the U.S., less than 10 MDL litigation have since been resolved. Three inactive cases remain pending on behalf of plaintiffs, who either chose not to participate in the settlement program or filed their claims after the settlement cut-off date.New Jersey State court. There are eleven11 cases pending in Canada (four(4 class actions, seven7 individual injury claims). Out of the eleven11 cases, only two2 are active (the class actions in Quebec and Ontario). Both class actions have now been certified and will proceed separately, subject to a potential further appealall appeals of the Ontario class certification decision.decision have now been exhausted.

Byetta*
Amylin, a former subsidiary of BMS, and Lilly are co-defendants in product liability litigation related to Byetta*. This litigation involved approximately 590 separate lawsuits pending on behalf of approximately 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 arewere pending in Federal Court in San Diego in an MDL or in a coordinated proceeding in California Superior Court in Los Angeles (“JCCP”). In April 2020 the defendants filed a motion for summary judgment based on federal preemption and a motion for summary judgment based on the absence of general causation evidence 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 initially appealed the MDL order, but subsequently filed a motion to dismiss their appeal as to Amylin and Lilly. That motion to dismiss was granted on October 5, 2021 making the MDL decision is final as to Amylin and Lilly. Plaintiffs may seek appealsLilly and all MDL claims have been dismissed. As of June 2022, 80% of the plaintiffs in the JCCP. As of September 30, 2021, Plaintiffs’ counsel have submitted dismissals with prejudice in exchange for a waiver of costs on behalf of approximately 1,086 plaintiffs (which includesJCCP (including injury plaintiffs and spouse/beneficiary plaintiffs) in the MDL and JCCP alleging claims against Amylin and Lilly.Lilly have dismissed their claims with prejudice. Additional dismissals are anticipated. Remaining plaintiffs, if any, may seek to appeal the JCCP dismissal orders. BMS sold Byetta* to AstraZeneca in February 2014 as part of BMS’s global diabetes business divestiture and any additional liability to Amylin with respect to Byetta* is expected to be shared with AstraZeneca.

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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 2021,2022, claims are pending in statefederal and federalNY state court on behalf of approximately 270251 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, with others pending in a coordinated proceeding in California Superior Court in San Francisco (“JCCP”). In August 2021, the MDL and JCCP courts jointly heard evidence regarding the parties’ motions to exclude general causation experts, and onexperts. On September 24, 2021, the JCCP court granted defendants’ motion to exclude plaintiffs’ only general causation expert and largely denied plaintiffs’ motions to exclude defendants’ general causation experts. The parties await a rulingexperts; on the motions fromJanuary 5, 2022, the MDL court likewise granted defendants’ motion to exclude plaintiffs’ expert and denied entirely plaintiffs’ motions. On March 30, 2022, the JCCP court granted summary judgment to defendants, thus effectively dismissing the 18 claims previously pending in California state court. Plaintiffs have filed an appeal. Defendants have filed a summary judgment motion in the MDL as well, which remains pending. 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, 2two 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 beenwas voluntarily dismissed. The remaining complaint allegesalleged violations of securities laws for BMS’s disclosures related to the CheckMate-026 clinical trial in lung cancer. In September 2019, the Court granted BMS’s motion to dismiss, but allowed the plaintiffs leave to file an amended complaint. In October 2019, the plaintiffs filed an amended complaint. In September 2020, the Court granted BMS’s motion to dismiss the amended complaint with prejudice. The plaintiffs appealed the Court’s decision in October 2020. In October 2021, oral argument on the appeal was held in the U.S. Court of Appeals forOn March 11, 2022, the Second Circuit.Circuit affirmed the dismissal with prejudice of the amended complaint. The deadline to file further appeals has expired and the decision in favor of the Company and current and former executives is final.

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

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

The California Public Employees’ Retirement System in April 2021 (the “CalPERS Action”); DFA Investment Dimensions Group Inc., on behalf of certain of its funds,funds; and American Century Mutual Funds, Inc., on behalf of certain of its funds, in July 2021 (respectively the “DFA Action” and the “American Century Action”), and GIC Private Limited in September 2021 (the “GIC Action”), filed separate individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action and the Schwab individual action against the same remaining defendants in those actions. In October 2021, these actions were consolidated for pre-trial proceedings with the Schwab Action. The court also consolidated any future direct actions raising common questions of law and fact with the Schwab Action.

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

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Contingent Value Rights LitigationLitigations
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 and filed a Motionmotion to Dismissdismiss on July 23, 2021. All discovery is stayed until there is a decision onOn June 24, 2022, the Motioncourt denied BMS’s motion to Dismiss.dismiss.

OnIn October 6, 2021, alleged former Celgene stockholders filed a complaint in the U.S. District Court for the Southern District of New York asserting claims on behalf of a putative class of Celgene stockholders who received CVRs in the BMS merger with Celgene for violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934 relating to the joint proxy statement. That action later was consolidated with another action filed in the same court, and a consolidated complaint thereafter was filed asserting claims on behalf of a class of CVR acquirers, whether in the BMS merger with Celgene or otherwise, for violations of sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and sections 10(b), 14(a) and 20(2) of the Securities Exchange Act of 1934. The complaint alleges that the February 22, 2019 joint proxy statement dated February 22,was materially false or misleading because it failed to disclose that BMS allegedly had no intention to obtain FDA approval for liso-cel (Breyanzi) by the applicable milestone date in the CVR Agreement and that certain statements made by BMS or certain BMS officers in periodic SEC filings, earnings calls, press releases, and investor presentations between December 2019 seeking stockholder approvaland November 2020 were materially false or misleading for the same reason. Defendants have moved to dismiss the complaint.

In November 2021, an alleged purchaser of CVRs filed a complaint in the Supreme Court of the State of New York for New York County asserting claims on behalf of a putative class of CVR acquirers for violations of sections 11(a) and 12(a)(2) of the Securities Act of 1933. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by athe contractual milestone date, which was one of the conditions for payment to holders of Contingent Value Rights that would be issued by BMS in connection with the Celgene transaction.date. The complaint asserts claims against BMS, and the members of its board of directors at the time of the joint proxy statement.

Nimbus
In August 2021, a complaint was filed by Nimbus Therapeutics, LLCstatement, and Nimbus Lakshmi, Inc. (collectively, “Nimbus”) incertain BMS officers who signed the registration statement. BMS removed the action to the U.S. District Court for the Southern District of New York againstYork. The plaintiff has filed a motion to remand the action to the state court.

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and BMS.one of acquirers of BMS common stock, for violations of sections 11(a), 12(a)(2), and 15 of the Securities Act of 1933. The complaint relates to a warrant agreement for a tyrosine kinase 2 (“Tyk2”) productalleges that the registration statement filed in connection with the proposed merger transaction between Celgene and Nimbus Lakshmi, Inc. Nimbus’sBMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint alleges breach of contract and violations of federal antitrust laws stemming from BMS’s acquisition of Celgene in 2019 as well as actions taken by Celgene to exercise or assign its rights underasserts claims against BMS, the agreement. In addition to damages, Nimbus seeks a declaratory judgment. On the same day it filed this complaint, Nimbus also sent Celgene and BMS a letter purporting to terminate the relevant warrant agreement under the same theories set forth in its complaint. BMS disputes Nimbus’s allegations and the validitymembers of its attemptsboard of directors at the time of the joint proxy statement, certain BMS officers who signed the registration statement and Celgene’s former chairman and chief executive officer. BMS removed the action to terminate the warrant agreement. In September 2021, CelgeneU.S. District Court for the District of New Jersey and BMS filed counterclaims against Nimbus, alleging breach of contract and tortious interference claims based on Nimbus’s efforts to prevent Celgene from acting on its rights under the warrant agreement and similarly seeking damages and a declaratory judgment. On October 14, 2021, the Court granted Celgene and BMS’s motion to preliminarily enjoin Nimbus from selling, transferring, encumbering, or otherwise disposingtransfer the action to the U.S. District Court for the Southern District of in part or in whole,New York. The plaintiff has filed a motion to remand the Tyk2 product until there is a final judgment onaction to the merits. This case is scheduled to be ready for trial on February 17, 2022.
28state court.

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

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OTHER LITIGATION

Average Manufacturer Price Litigation
BMS is a defendant in a qui tam (whistleblower) lawsuit in the U.S. District Court for the Eastern District of Pennsylvania, in which the U.S. Government declined to intervene. The complaint alleges that BMS inaccurately reported its average manufacturer prices to the Centers for Medicare and Medicaid Services to lower what it owed. Similar claims have been filed against other companies. In January 2020, BMS reached an agreement in principle to resolve this matter subject to the negotiation of a definitive settlement agreement and other contingencies. In March 2021, BMS finalized an agreement with the U.S. government and qui tam relator to resolve the claims asserted in the lawsuit. BMS has paid $75 million plus interest to the federal and state governments. On July 30, 2021, the Company finalized individual settlement agreements with all 50 states and the District of Columbia, resolving related state law claims. On September 27, 2021 and consistent with the terms of the settlement agreements, the case against the Company was dismissed.

HIV Medication Antitrust LawsuitsLitigations
BMS and twothree other manufacturers of HIV medications are defendants in related lawsuits pending in the Northern District of California. The initial lawsuits, allegefiled on behalf of indirect purchasers, alleged that the defendants’ agreements to develop and sell fixed-dose combination products for the treatment of HIV, including Atripla* and EvotazEvotaz®, violate antitrust laws. The currently pending actions, 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’ claims as to an overarching conspiracy and plaintiffs’ theories based on the alleged payment of royalties after patent expiration. Other claims, however, remain. In October 2021, BMS entered a settlement agreement with the indirect purchasers. On May 6, 2022, the Court granted final approval of that settlement.

In September and October 2020, two purported class actions havewere also been filed asserting similar claims on behalf of direct purchasers. In March 2021, the Court dismissed one of the direct purchaser cases and limited the claims of the remaining direct purchaser case to those arising in 2016 or later. However, the Court gave plaintiffs leave to amend their complaints, and one plaintiff filed an amended complaint on March 16, 2021. In March 2022, BMS entered into a settlement agreement with the direct purchasers (excluding the retailers discussed below). In June 2022, the Court granted preliminary approval of that settlement.

On September 22, 2021, two additional non-class action direct purchaser complaints were filed by a number of retail pharmacy and grocery store chains against BMS and two other manufacturers of HIV medications. These complaints make allegations similar to those raised in the other federal court cases and the New Mexico state court case described below. No trial date has been scheduled forIn January 2022, BMS entered into an agreement to settle the casecases filed against it by the retail pharmaciespharmacy and grocery store chains. On October 13, 2021, BMS entered into a settlement agreement with the putative class of indirect purchasers. And on October 20, 2021, BMS reached an agreement in principle to settle claims filed by the putative class of direct purchasers. Both settlements are subject to court approval.chains, and those cases were dismissed.

In February 2021, BMS and two other manufacturers of HIV medications were sued in State Court in New Mexico by the Attorney General of the State of New Mexico in a case alleging that the defendants’ agreements to develop and sell various fixed-dose combination products for the treatment of HIV, including Atripla*, and agreements to settle certain patent litigation violate the antitrust laws of the State of New Mexico. No scheduletrial date has been set forscheduled.

In December 2021, five additional non-class-action indirect purchaser cases were filed in the case.Northern District of California, and one additional non-class-action indirect purchaser case was filed in California state court naming BMS and two other manufacturers as defendants. These complaints make allegations similar to those in the other federal court cases. In February 2022, BMS reached a settlement agreement with one of the non-class-action indirect purchaser plaintiffs and that case has been dismissed. In April 2022, two additional indirect purchaser plaintiffs filed non-class suits against BMS and other defendants. In July 2022, BMS entered into a settlement agreement resolving these seven remaining indirect purchaser cases.

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

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 Thalomid and Revlimid antitrust class action litigation. The complaint purports to assert claims on behalf of Humana and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. In May 2019, Celgene filed a motion to dismiss Humana’s complaint. In April 2022, the Court issued an order denying Celgene’s motion to dismiss. That order addressed only Celgene’s argument that certain of Humana’s claims were barred by the statute of limitations. The Court’s order did not address Celgene’s other grounds for dismissal and instead directed Celgene to present those arguments in a renewed motion to dismiss following the filing of amended complaints. In May 2022, Humana filed an amended complaint against Celgene and BMS asserting the same claims based on additional factual allegations. Celgene and BMS intend to file a renewed motion to dismiss. No trial date has been scheduled.

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United HealthCare Services, Inc. (“UHS”), Blue Cross Blue Shield Association (“BCBSA”), BCBSM Inc., Health Care Service Corporation (“HCSC”), Blue Cross and Blue Shield of Florida Inc., Cigna Corporation (“Cigna”), and several MSP related entities (MSP Recovery Claims, Series LLC; MSPA Claims 1, LLC; MAO-MSO Recovery II, LLC, Series PMPI, a segregated series of MAO-MSO Recovery II, LLC; MSP Recovery Claims Series 44, LLC; MSP Recovery Claims PROV, Series LLC; and MSP Recovery Claims CAID, Series LLC (together, “MSP”)) filed lawsuits making largely the same claims and allegations as were made in the class action litigation. Certain of the matters have made additional claims related to copay assistance and off-label marketing of Thalomid and Revlimid. These cases are now pending in the U.S. District Court for the District of New Jersey and will proceed as described above with respect to the Humana opt-out antitrust action filed in March 2019. No trial dates have been scheduled.

In May 2021, Molina sued Celgene and BMS in San Francisco Superior Court. Molina’s complaint makes largely the same claims and allegations as were made in the class action litigation. In July 2021, Celgene and BMS removed the action to the U.S. District Court for the Northern District of California, and in January 2022, that court granted Molina’s motion to remand to San Francisco Superior Court. In June 2022, the San Francisco Superior Court dismissed 63 of Molina’s claims and stayed the remaining 4 claims. No activity is expected in this case until disposition of the New Jersey actions.

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. Humana subsequently dismissed its claims for breach of contract voluntarily. 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. NoA trial date has been scheduled.

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In March 2019, Humana filed a lawsuit against Celgene in the U.S. District Courtscheduled 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 in addition to certain claims regarding donations directed to copay assistance. The complaint purports to assert claims on behalf of UHS and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and attorneys’ fees and costs. In December 2020, Celgene’s motion to transfer the action to the District of New Jersey was granted and the case is now pending in that Court. In January 2021, Celgene filed a motion to dismiss UHS’s complaint, which the Court administratively terminated in June 2021 pending its decision on Celgene’s pending motion to dismiss Humana’s complaint. No trial date has been scheduled.2023.

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.

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

As has been disclosed publicly, BeiGene initiated an arbitration proceeding against Celgene Logistics and BMS at the International Chamber of Commerce in June 2020, asserting various claims, including breach of contract under the LSA. In July 2020, Blue Cross Blue Shield Association (“BCBSA”October 2021, Celgene Logistics delivered notice to BeiGene terminating the LSA with respect to Abraxane. A final hearing on the merits was held in June 2022, and the parties are currently engaged in post-hearing briefing.

MSK Contract Litigation
On April 1, 2022, Memorial Sloan Kettering Cancer Center and Eureka Therapeutics, Inc. (collectively, “Plaintiffs”) suedfiled a complaint against BMS, Celgene and BMS on behalfJuno (collectively, “Defendants”). In June 2022, Plaintiffs filed an amended complaint. Plaintiffs allege that Defendants breached a license agreement by allegedly failing to use commercially reasonable efforts to develop, manufacture, and commercialize a certain chimeric antigen receptor product and by failing to pay Plaintiffs a running royalty of at least 1.5% of worldwide sales of Abecma allegedly owed to Plaintiffs under the Federal Employee Program in the U.S. District Court for the District of Columbia. BCBSA’s complaint makes largely the samelicense agreement. Defendants disagree with plaintiffs' claims and allegations as were made in the class action litigation. In April 2021, the parties’ jointfiled a motion to transferdismiss the action to the District of New Jersey was granted and the case is now pendingamended complaint in that Court.July 2022. 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.

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. In July 2021, Celgene and BMS removed the action to the U.S. District Court for the Northern District of California; motions to transfer to the District of New Jersey, to dismiss for lack of personal jurisdiction and to remand to the state court are currently pending. 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.

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CERCLA Matters

With respect to CERCLA matters for which BMS is responsible under various state, federal and foreigninternational 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 $79$88 million at SeptemberJune 30, 2021,2022, 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.

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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 focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology (both solid tumors and hematology), immunology, cardiovascular and fibrosis.neurology. Our four strategic priorities are to drive enterprise performance, maximize the value ofcontinue to renew and diversify our commercial portfolio ensure the long-term sustainability of our pipeline through combined internal and external innovation and establishlaunching our new cultureproduct portfolio, advancing our early, mid and embedlate-stage pipeline, and executing disciplined business development. We remain committed to reducing our people strategy.debt and returning capital to shareholders. For further information on our strategy, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Executive Summary-Strategy” in our 20202021 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 2021,2022, we received 1914 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 malignanciesoncology through regulatoryFDA approval of Opdualag, the first PD-1 inhibitor and LAG-3 blocking antibody combination. Additionally, in the U.S., EU and Japan, two Opdivo based regimens as first line treatments for unresectable advanced or metastatic ESCC were approved. We continue to advance and invest in our cell therapy portfolio through the approval of Abecma in Japan for the treatment of multiple myeloma, and approvals of Breyanzi for the second line and Abecma,third line treatments of relapsed or refractory diffuse large B-cell lymphoma in the first approvalsU.S. and EU, respectively. We continue the expansion of our cell therapy portfolio. In support of our continued investment in our cell therapy portfolio, we are expanding our manufacturing capabilities through the construction of new state-of-the-art cell therapy manufacturing facilities in Devens, Massachusetts and Leiden, Netherlands. We continue to see momentum in our oncology portfolio with the approvals for both Opdivo and Opdivo+Yervoy in various indications. We continue to expand our portfolio in immunology with the FDA approval of Zeposia for the treatment of adults with moderately to severely active UC and have an important opportunity for deucravacitinib, our TYK2 inhibitor, for the treatment of psoriasis and other diseases. We bolsteredWithin cardiovascular, we broadened our leading cardiovascular franchise by adding mavacamtenNew Product Portfolio with the acquisitionFDA approval of MyoKardiaCamzyos (mavacamten) in 2020. In March 2021, the FDA accepted the NDA for mavacamtenApril 2022 for patients with symptomatic obstructive HCM with an assigned PDUFA goal date of January 28, 2022.HCM.

Our revenues increased by 9%3% for the ninesix months ended SeptemberJune 30, 20212022 due to In-Line Products (primarily Eliquis Revlimidand Opdivo) and New Product Portfolio (primarily Abecma, our IO Opdualag and new product portfolios(1)Reblozyl), partially offset by Recent LOE Products (primarily Revlimid) and foreign exchange, partially offset by lower demand for Established Brands.exchange. The $1.61 change$0.11 decrease in GAAP EPS primarily resulted from specified items, including lower unwinding of inventory fair value adjustmentsequity investment and tax charges and higher equity investmentcontingent consideration fair value adjustments, partially offset by lower impairment charges and higher licensing, acquisition and impairment charges.divestiture gains in 2022. After adjusting for specified items, non-GAAP EPS increased $0.69$0.51 as a result of higher revenues, partially offset by higher costsroyalties and expenses to support product launcheslicensing income and the broader portfolio.lower weighted-average common shares outstanding.
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
Dollars in Millions, except per share dataDollars in Millions, except per share data2021202020212020Dollars in Millions, except per share data2022202120222021
Total RevenuesTotal Revenues$11,624 $10,540 $34,400 $31,450 Total Revenues$11,887 $11,703 $23,535 $22,776 
Diluted Earnings Per ShareDiluted Earnings Per ShareDiluted Earnings Per Share
GAAPGAAP$0.69 $0.82 $2.05 $0.44 GAAP$0.66 $0.47 $1.25 $1.36 
Non-GAAPNon-GAAP2.00 1.63 5.67 4.98 Non-GAAP1.93 1.63 3.89 3.38 

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items 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, reconciliations and reconciliations ofchanges to our non-GAAP financial measures refer to “—Non-GAAP Financial Measures.”

(1)
New product portfolio includes Reblozyl, Inrebic, Onureg, Zeposia, Breyanzi and Abecma.
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Economic and Market Factors

COVID-19

In December 2019,response to the COVID-19 emerged and subsequently expanded to a pandemic, resulting in international, federal, state and local public health and governmental authorities takinghave taken, and continue to take, a number of actions to limit the spread of COVID-19 and address materialrelated disruptions in the U.S. and global economy. We have andWhile we continue to experience impacts on revenues from COVID-19 primarily due to lower new patient starts and patient visits, however, the pandemic has not significantly impacted our results of operations. ItThe situation remains dynamic and it is difficult to reasonably assess or predict the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The future financial and operational impact of the COVID-19 pandemic on BMS will depend on future developments such as the ultimate duration and recovery from the pandemic, governmentseverity of the spread of COVID-19 and any variant strains in the U.S. and globally, the effectiveness and outreach of vaccines, the effectiveness of federal, state, local and international government's mitigation actions, the pandemic's impact on the U.S. and global economies, customerchanges in the behavior changesof patients and medical professionals and the timing for resumption to our normal operations, among others.as well as developments affecting healthcare and the delivery of medicines to patients. See the Company’s risk factor relating to the COVID-19 pandemic included under “Part I—Item 1A. Risk Factors—COVID-19 PandemicGeneral Risks—The COVID-19 pandemic is affecting our business and could have a material adverse effect on us” in our 20202021 Form 10-K.

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

Workplace and Community

workforce. Additional information on the procedures adopted are available at We are maintaining our steadfast commitment to protecting our workforce, communities and patients, and ensuring the continued supply of life-saving medicines.
www.bms.com/about-us/responsibility/coronavirus-updatesAs a science-based company, we have a social responsibility to help reduce the spread of the virus. We are encouraged that approximately 94% of our employees in the U.S. and Puerto Rico are vaccinated against COVID-19, and as of November 1, 2021, vaccinations will be required for the majority of our colleagues in these regions. Although local regulations and conditions in other ex-U.S. jurisdictions may limit or restrict vaccine mandates, we are committed to implementing similar requirements in other markets wherever possible. Medical or religious accommodations are being considered on an individual basis.
As we return workers to the office, we will continue to assess the need to require weekly asymptomatic testing, mask wearing, and physical distancing of all colleagues onsite at our facilities in the U.S. and Puerto Rico. We also keep our workforce safe by conducting regular deep cleaning of our sites.
Our manufacturing sites have remained open throughout the pandemic supported by on site personnel. We have taken a thoughtful and phased approach to bringing the rest of our workforce back to our 250 plus sites around the world, guided by the following principles:
Serving the needs of our patients and customers
Prioritizing health and safety
Following medical advice and government direction
Leading with compassion and flexibility
Modeling key learnings
No single approach fits for every site or market – our timelines and circumstances have varied across the globe. We are monitoring local conditions and government direction closely and adjusting our plans as appropriate.

Supply of Our Medicines and Support to Patients, Physicians and Advocacy Groups

An important element of keeping our promise to patients, their families and our healthcare providers is to ensure that our supply chain is robust and carefully managed. Our clinical and commercial supply chain teams have proactively used mitigation plans to ensure our products reach our markets, clinical sites and patients over the past months. Thanks to these efforts, we have not seen any disruption in our clinical or commercial supply chain due to the pandemic.
We recognize this remains a challenging time for everyone, and we know patients may be facing additional hardships. We expanded our existing patient support programs to help eligible unemployed patients in the U.S. who have lost their health insurance due to the COVID-19 pandemic. The expanded program offers access to Bristol Myers Squibb medicines for free, including some of the company’s most widely prescribed products, as well as those prescribed via telehealth services.
All of our U.S. and Puerto Rico personnel are required to be vaccinated to interact with customers, vendors and people at our clinical trial sites. We are also continuing to employ remote interactions as appropriate to ensure continued support for healthcare professionals, patient care, and access to our medicines across our global markets.

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Our Clinical Trials and Research

We are working with health authorities and investigators to protect our trial participants and personnel at BMS and our clinical trial sites, while ensuring regulatory compliance and the integrity of our science.
We have provided clinical trial investigators with overarching principles and guidance regarding the conduct of BMS clinical trials worldwide in light of COVID-19, and are taking into account guidance from health authorities, where applicable..

Governmental Actions

Additional regulationsOur products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls and discounting, changes to tax and importation laws and other restrictions in the U.S., the EU and internationally may occurother regions around the world that result in the future, including healthcare reform initiatives, further changes to tax lawslower prices, lower reimbursement rates and pricing laws and potential importation restrictions, that may reducesmaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. For example, Congress is currently considering a number of different proposals that would potentially: (i) allow the government to set or negotiate prices for prescription drugs, including benchmarking those prices to prices paid in other countries, (ii) penalize manufacturers for price increases beyond inflationary measures, (iii) redesign the Part D benefit with new out of pocket limits for patients and new mandated discounts for manufacturers, (iv) increase the U.S. corporate tax rate, and (v) increase the U.S. taxation of our international business operations.manufacturers. The outcome of these Congressional actions remains highlyis uncertain. In addition, the Organization for Economic Co-operation and Development recently reached agreement on a global minimumCongress is also considering potential changes to U.S. income tax pursuantlaws which would result in an increase to whichour income tax expense, including through increased taxation of our international operations. Furthermore, countries are expected to implementmake changes to their tax laws and updates to international tax treaties.treaties to implement the agreement by the Organization for Economic Co-operation and Development to establish a global minimum tax. See risk factor on the Company’s risk factors on these items included under “Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins” and “—Changes to tax regulations could negatively impact our earnings” in our 20202021 Form 10-K.

In February 2022, the Russian Federation invaded Ukraine. As a result, the U.S. and many other countries have implemented extensive sanctions on the Russian Federation, with which BMS intends to fully comply. In June 2022, we transferred our commercial operations in the Russian Federation to a third-party distributor and incurred $39 million of exit costs. Our remaining net assets in the Russian Federation are not material. The Russian Federation and Ukraine represent less than 1% of our total revenues, net assets, workforce and clinical trials, and while the situation continues to evolve, as of now, we do not anticipate any significant negative impacts on our business. For a more complete discussion on the risks we encounter in our business, please refer to “Part I—Item 1A. Risk Factors” in our 2021 Form 10-K.
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Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in 2021:2022 as of July 27, 2022:
ProductDateApproval
OpdivoOctober 2021
EC approval of Opdivo in combination with fluoropyrimidine- and platinum-based combination chemotherapy for the first-line treatment of adult patients with HER2-negative advanced or metastatic gastric, gastroesophageal junction, or esophageal adenocarcinoma whose tumors express PD-L1 with a combined positive score ≥ 5.
OpdivoSeptember 2021
Japan’s Ministry of Health, Labour and Welfare approval of Opdivo for the treatment of pediatric patients with recurrent or refractory classical Hodgkin lymphoma.
OpdivoAugust 2021
Japan’s Ministry of Health, Labour and Welfare approval of the combination therapy Opdivo and Cabometyx* for the treatment of unresectable or metastatic RCC.
OpdivoAugust 2021
FDA approval of Opdivo for the adjuvant treatment of patients with urothelial carcinoma who are at high risk of recurrence after undergoing radical resection, regardless of prior neoadjuvant chemotherapy, nodal involvement or PD-L1 status.
AbecmaAugust 2021
EC approval for Abecma for the treatment of adult patients with relapsed and refractory multiple myeloma, who have received at least three prior therapies, including an immunomodulatory agent, a proteasome inhibitor and an anti-CD38 antibody and have demonstrated disease progression on the last therapy.
OpdivoJuly 2021
EC approval of Opdivo for the adjuvant treatment of adult patients with esophageal or gastroesophageal junction cancer who have residual pathologic disease following prior neoadjuvant chemoradiotherapy.
Opdivo+YervoyBreyanziJune 2021
EC approval of Opdivo plus Yervoy for the treatment of adult patients with mismatch repair deficient or microsatellite instability-high metastatic CRC after prior fluoropyrimidine-based combination chemotherapy.
OnuregJune 2021
EC approval of Onureg as a maintenance therapy in adult patients with AML who achieved complete remission or complete remission with incomplete blood count recovery following induction therapy with or without consolidation treatment and who are not candidates for, including those who choose not to proceed to, hematopoietic stem cell transplantation.
Opdivo+YervoyJune 2021
EC approval of Opdivo plus Yervoy for the first-line treatment of adults with unresectable malignant pleural mesothelioma.
ZeposiaMay 2021
FDA approval of Zeposia for the treatment of adults with moderately to severely active UC.
OpdivoMay 2021
Japan’s Ministry of Health, Labour and Welfare approval of Opdivo and Yervoy in combination therapy for the first-line treatment of unresectable advanced or recurrent malignant pleural mesothelioma.
OpdivoMay 2021
FDA approval of Opdivo for the adjuvant treatment of patients with completely resected esophageal or gastroesophageal junction cancer with residual pathologic disease after neoadjuvant chemoradiotherapy.
OpdivoApril 2021
FDA approval of Opdivo in combination with chemotherapy for patients with advanced or metastatic gastric cancer, gastroesophageal junction cancer, and esophageal adenocarcinoma, regardless of PD-L1 expression status.
OpdivoApril 2021
EC approval of Opdivo in combination with Cabometyx* for the first-line treatment of patients with advanced RCC.
AbecmaMarch 2021
FDA approval of Abecma 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.
BreyanziMarch 2021
Japan’s Ministry of Health, Labour and Welfare approval of Breyanzi for the treatment of patients with relapsed or refractory large B-cell lymphoma and relapsed or refractory follicular lymphoma.
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InrebicFebruary 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.
BreyanziFebruary 20212022
FDA approval of Breyanzi for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after one line of therapy.
Opdivo+YervoyMay 2022
Japan's Ministry of Health, Labour and Welfare approval of Opdivo plus Yervoy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.
OpdivoMay 2022
Japan's Ministry of Health, Labour and Welfare approval of Opdivo in combination with fluoropyrimidine- and platinum-containing chemotherapy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.
Opdivo+YervoyMay 2022
FDA approval of Opdivo plus Yervoy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.
OpdivoMay 2022
FDA approval of Opdivo in combination with fluoropyrimidine- and platinum-containing chemotherapy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.
Camzyos (mavacamten)
April 2022
FDA approval of Camzyos (mavacamten) for the treatment of adults with symptomatic obstructive HCM.
BreyanziApril 2022
EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B after two or more lines of systemic therapy.
Opdivo+YervoyApril 2022
EC approval of Opdivo plus Yervoy for the first-line treatment of adult patients with unresectable advanced, recurrent or metastatic ESCC with tumor cell PD-L1 expression > 1%.
OpdivoApril 2022
EC approval of Opdivo for the adjuvant treatment of adults with muscle-invasive urothelial carcinoma with tumor cell PD-L1 expression > 1% who are at risk of recurrence after undergoing radical resection.
OpdivoApril 2022
EC approval of Opdivo in combination with fluoropyrimidine- and platinum-based chemotherapy for the first-line treatment of adult patients with unresectable advanced, recurrent, or metastatic ESCC with PD-L1 expression > 1%.
OpdualagMarch 2022
FDA approval of Opdualag, a fixed-dose combination of nivolumab and relatlimab, for the treatment of adult and pediatric patients 12 years of age and older with unresectable or metastatic melanoma.
OpdivoMarch 2022
FDA approval of Opdivo in combination with platinum-doublet chemotherapy for adult patients with resectable NSCLC in the neoadjuvant setting.
OpdivoMarch 2022
Japan's Ministry of Health, Labour and Welfare approval of Opdivo for the adjuvant treatment of urothelial carcinoma.
OpdivoAbecmaJanuary 20212022
FDAJapan’s Ministry of Health, Labour and Welfare approval of OpdivoAbecma in combination with Cabometyx* for the first-line treatment of adult patients with advanced RCC.relapsed or refractory multiple myeloma who have received at least three prior therapies.

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

Refer to “—Product and Pipeline Developments” for all of the developments in our marketed products and late-stage pipeline in 2021.since the start of the second quarter of 2022.

Acquisitions, Divestitures, Licensing and Other Arrangements

Divestitures, licensing and other arrangements allow us to focus our resources behind our growth opportunities that drive the greatest long-term value. Significant transactions entered into in 2021 are summarized below. Refer to “Item 1. Financial Statements—Note 3. Alliances” and “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for further information.information on significant divestitures, licensing and other arrangements in 2022.

Agenus - We obtained a global exclusive license to Agenus’ proprietary bispecific antibody program, AGEN1777, that blocks TIGIT and an additional target. AGEN1777 is being studied in oncology and a Phase I clinical trial was initiated in October 2021.

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

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

Rockefeller University - We obtained a global exclusive license to develop, manufacture and commercialize Rockefeller’s novel monoclonal antibody duo treatment that neutralizes the SARS-CoV-2 virus for treatment and potentially for prevention of COVID-19. Phase I clinical trials to assess dosing for IV and subcutaneous formulations and to assess safety have been completed by Rockefeller. In May 2021, enrollment initiated in the Phase II study within the NIH ACTIV-2 protocol at a network of sites within the U.S. Phase II enrollment was completed in August 2021 and topline data is expected in the fourth quarter 2021.
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RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions20212020% Change
Foreign Exchange(b)
20212020% Change
Foreign Exchange(b)
Dollars in Millions20222021% Change
Foreign Exchange(b)
20222021% Change
Foreign Exchange(b)
United StatesUnited States$7,296 $6,542 12 %— $21,694 $19,795 10 %— United States$8,268 $7,388 12 %— $15,962 $14,398 11 %— 
Europe2,661 2,453 %%7,903 7,156 10 %%
Rest of the World1,391 1,361 %%4,172 4,030 %%
InternationalInternational3,427 4,124 (17)%(9)%7,154 8,023 (11)%(8)%
Other(a)
Other(a)
276 184 50 %N/A631 469 35 %N/A
Other(a)
192 191 %— 419 355 18 %— 
TotalTotal$11,624 $10,540 10 %— $34,400 $31,450 %%Total$11,887 $11,703 %(3)%$23,535 $22,776 %(3)%
(a)    Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.
(b)    Foreign exchange impacts were derived by applying the prior period average currency rates to the current period sales.

United States

U.S. revenues for the thirdsecond quarter 2021of 2022 and year-to-date increased due to RevlimidEliquis, , our new product portfolio,New Product Portfolio and EliquisOpdivo. and our IO portfolio. Average U.S. net selling prices increased 1%4% year-to-date compared to the same period a year ago.

EuropeInternational

EuropeInternational revenues for the thirdsecond quarter 2021of 2022 and year-to-date increaseddecreased due to lower demand of Revlimid as a result of generic erosion and foreign exchange impacts, partially offset by Eliquis, our IO product portfolio and RevlimidOpdivo and foreign exchange, partially offset by lower demand for Established Brands.our New Product Portfolio. Average net selling prices decreased year-to-date compared to the same period a year ago.

Rest of the World

Rest of the World revenues for the third quarter 2021 and year-to-date increased due to our IO portfolio, Pomalyst/Imnovid and foreign exchange, partially offset by lower revenues for Abraxane, due to manufacturing delays, and Established Brands. Average net selling prices decreased year-to-date compared to the same period a year ago.

No single country outside the U.S. contributed more than 10% of total revenues during the ninesix months ended SeptemberJune 30, 2021 or 2020.2022 and 2021. Our business is typically not seasonal.
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GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions20212020% Change20212020% ChangeDollars in Millions20222021% Change20222021% Change
Gross product salesGross product sales$17,335 $15,211 14 %$49,676 $43,685 14 %Gross product sales$17,299 $16,782 %$33,949 $32,341 %
GTN adjustmentsGTN adjustmentsGTN adjustments
Charge-backs and cash discountsCharge-backs and cash discounts(1,908)(1,440)33 %(5,214)(4,072)28 %Charge-backs and cash discounts(1,750)(1,720)%(3,513)(3,306)%
Medicaid and Medicare rebatesMedicaid and Medicare rebates(2,625)(2,146)22 %(6,482)(5,126)26 %Medicaid and Medicare rebates(2,624)(2,139)23 %(4,708)(3,857)22 %
Other rebates, returns, discounts and adjustmentsOther rebates, returns, discounts and adjustments(1,559)(1,428)%(4,534)(3,932)15 %Other rebates, returns, discounts and adjustments(1,440)(1,518)(5)%(2,935)(2,975)(1)%
Total GTN adjustmentsTotal GTN adjustments(6,092)(5,014)21 %(16,230)(13,130)24 %Total GTN adjustments(5,814)(5,377)%(11,156)(10,138)10 %
Net product salesNet product sales$11,243 $10,197 10 %$33,446 $30,555 %Net product sales$11,485 $11,405 %$22,793 $22,203 %
GTN adjustments percentageGTN adjustments percentage35 %33 %%32 %30 %%GTN adjustments percentage34 %32 %%33 %31 %%
U.S.U.S.42 %39 %%39 %36 %%U.S.38 %38 %— 38 %37 %%
Non-U.S.Non-U.S.17 %18 %(1)%17 %16 %%Non-U.S.16 %15 %%16 %16 %— 

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $282$123 million and $91$197 million for the ninethree and six months ended SeptemberJune 30, 20212022 and 2020,$85 million and $302 million for the three and six months ended June 30, 2021, respectively. The reductions to provisions in 2021 was primarily related to Non-U.S. revisions in clawback amounts primarily driven by the VAT recoverable estimates in 2022 and Eliquis coverage gap discounts.discounts in 2021. GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. U.S. GTN adjustments percentage increased primarily due to higher government channel mix, which has higher GTN adjustment percentages.

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Product Revenues
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions20212020% Change20212020% ChangeDollars in Millions20222021% Change20222021% Change
Prioritized Brands
Revlimid$3,347 $3,027 11 %$9,493 $8,826 %
U.S.2,303 2,080 11 %6,425 6,094 %
Non-U.S.1,044 947 10 %3,068 2,732 12 %
In-Line ProductsIn-Line Products
EliquisEliquis2,413 2,095 15 %8,091 6,899 17 %Eliquis$3,235 $2,792 16 %6,446 $5,678 14 %
U.S.U.S.1,315 1,118 18 %4,960 4,258 16 %U.S.2,192 1,722 27 %4,339 3,645 19 %
Non-U.S.Non-U.S.1,098 977 12 %3,131 2,641 19 %Non-U.S.1,043 1,070 (3)%2,107 2,033 %
OpdivoOpdivo1,905 1,780 %5,535 5,199 %Opdivo2,063 1,910 %3,986 3,630 10 %
U.S.U.S.1,062 1,018 %3,082 2,982 %U.S.1,205 1,076 12 %2,304 2,020 14 %
Non-U.S.Non-U.S.843 762 11 %2,453 2,217 11 %Non-U.S.858 834 %1,682 1,610 %
Orencia870 826 %2,442 2,290 %
Pomalyst/ImnovidPomalyst/Imnovid908 854 %1,734 1,627 %
U.S.U.S.644 588 10 %1,773 1,642 %U.S.616 567 %1,173 1,079 %
Non-U.S.Non-U.S.226 238 (5)%669 648 %Non-U.S.292 287 %561 548 %
Pomalyst/Imnovid851 777 10 %2,478 2,235 11 %
OrenciaOrencia876 814 %1,668 1,572 %
U.S.U.S.586 548 %1,665 1,559 %U.S.654 593 10 %1,246 1,129 10 %
Non-U.S.Non-U.S.265 229 16 %813 676 20 %Non-U.S.222 221 — 422 443 (5)%
SprycelSprycel551 544 %1,562 1,576 (1)%Sprycel544 541 %1,027 1,011��%
U.S.U.S.346 336 %946 944 — U.S.372 325 14 %677 600 13 %
Non-U.S.Non-U.S.205 208 (1)%616 632 (3)%Non-U.S.172 216 (20)%350 411 (15)%
YervoyYervoy515 446 15 %1,481 1,211 22 %Yervoy525 510 %1,040 966 %
U.S.U.S.313 309 %935 820 14 %U.S.326 328 (1)%637 622 %
Non-U.S.Non-U.S.202 137 47 %546 391 40 %Non-U.S.199 182 %403 344 17 %
Abraxane266 342 (22)%876 950 (8)%
U.S.211 236 (11)%670 659 %
Non-U.S.55 106 (48)%206 291 (29)%
EmplicitiEmpliciti82 96 (15)%253 290 (13)%Empliciti77 86 (10)%152 171 (11)%
U.S.U.S.48 59 (19)%150 177 (15)%U.S.47 51 (8)%94 102 (8)%
Non-U.S.Non-U.S.34 37 (8)%103 113 (9)%Non-U.S.30 35 (14)%58 69 (16)%
Reblozyl160 96 67 %400 159 **
U.S.147 92 60 %355 155 **
Non-U.S.13 **45 **
Inrebic22 13 69 %54 40 35 %
U.S.20 13 54 %50 40 25 %
Non-U.S.— N/A— N/A
Onureg21 **48 **
U.S.21 **47 **
Non-U.S.— — N/A— N/A
Zeposia40 **86 **
U.S.32 **65 **
Non-U.S.— N/A21 — N/A
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Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions20212020% Change20212020% ChangeDollars in Millions20222021% Change20222021% Change
Prioritized Brands
Breyanzi30 — N/A47 — N/A
Mature and other productsMature and other products435 473 (8)%897 979(8)%
U.S.U.S.147 130 13 %280 282 (1)%
Non-U.S.Non-U.S.288 343 (16)%617 697 (11)%
New Product PortfolioNew Product Portfolio
ReblozylReblozyl172 128 34 %328 240 37 %
U.S.U.S.29 — N/A46 — N/AU.S.144 110 31 %278 208 34 %
Non-U.S.Non-U.S.— N/A— N/ANon-U.S.28 18 56 %50 32 56 %
AbecmaAbecma71 — N/A95 — N/AAbecma89 24 **156 24 37 %
U.S.U.S.67 — N/A91 — N/AU.S.72 24 **128 24 **
Non-U.S.Non-U.S.— N/A— N/ANon-U.S.17 — N/A28 — N/A
Established Brands
Vidaza36 106 (66)%135 390 (65)%
ZeposiaZeposia66 28 **102 46 **
U.S.U.S.— N/A**U.S.48 20 **69 33 **
Non-U.S.Non-U.S.35 106 (67)%127 388 (67)%Non-U.S.18 **33 13 **
Baraclude105 100 %327 343 (5)%
BreyanziBreyanzi39 17 **83 17 **
U.S.U.S.(33)%(11)%U.S.33 17 94 %74 17 **
Non-U.S.Non-U.S.103 97 %319 334 (4)%Non-U.S.— N/A— N/A
Other Brands339 287 18 %997 1,036 (4)%
InrebicInrebic23 16 44 %41 32 28 %
U.S.U.S.20 15 33 %35 30 17 %
Non-U.S.Non-U.S.****
OnuregOnureg32 12 **55 27 **
U.S.U.S.25 12 **44 26 69 %
Non-U.S.Non-U.S.— N/A11 **
OpdualagOpdualag58 — N/A64 — N/A
U.S.U.S.58 — N/A64 — N/A
Non-U.S.Non-U.S.— — N/A— — N/A
CamzyosCamzyos— N/A— N/A
U.S.U.S.— N/A— N/A
Non-U.S.Non-U.S.— — N/A— — N/A
Recent LOE Products(a)
Recent LOE Products(a)
RevlimidRevlimid2,501 3,202 (22)%5,298 6,146 (14)%
U.S.U.S.2,130 2,164 (2)%4,168 4,122 %
Non-U.S.Non-U.S.371 1,038 (64)%1,130 2,024 (44)%
AbraxaneAbraxane241 296 (19)%455 610 (25)%
U.S.U.S.149 137 %418 448 (7)%U.S.176 234 (25)%349 459 (24)%
Non-U.S.Non-U.S.190 150 27 %579 588 (2)%Non-U.S.65 62 %106 151 (30)%
Total RevenuesTotal Revenues11,624 10,540 10 %34,400 31,450 9 %Total Revenues11,887 11,703 2 %23,535 22,776 3 %
U.S.U.S.7,296 6,542 12 %21,694 19,795 10 %U.S.8,268 7,388 12 %15,962 14,398 11 %
Non-U.S.Non-U.S.4,328 3,998 8 %12,706 11,655 9 %Non-U.S.3,619 4,315 (16)%7,573 8,378 (10)%
** Change in excess of 100%.

Revlimid (lenalidomide)an oral immunomodulatory drug that(a)    Recent LOE Products includes products with significant decline in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma. Revlimidrevenue from a prior reporting period as a single agent is also indicated asresult of a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant.loss of exclusivity.

U.S. revenues increased 11% in the third quarter 2021 and 5% year-to-date due to higher average net selling prices and higher demand.
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International revenues increased 10% in the third quarter 2021 due to higher demand and foreign exchange of 2%. Excluding foreign exchange impacts, revenues increased by 8%.

International revenues increased 12% year-to-date due to foreign exchange of 5% and higher demand. Excluding foreign exchange impacts, revenues increased 7%.

In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide beginning in 2022. In the EU, licenses have been granted to third parties to market generic lenalidomide products prior to expiry of our patent and supplementary protection certificate rights beginning in 2022. Revenues for Revlimid are expected to decline in the U.S. and International starting in 2022. Refer to “Item 1. Financial Statements—Note 17. Legal Proceedings and Contingencies—Intellectual Property” for further information.

Eliquis (apixaban) — an oral Factor Xa inhibitor, targeted at stroke preventionindicated for the reduction in adult patients withrisk of stroke/systemic embolism in NVAF and for the prevention and treatment of VTE disorders.DVT/PE and reduction in risk of recurrence following initial therapy.

U.S. revenues increased 18%27% in the thirdsecond quarter 2021of 2022 and 16%19% year-to-date due to higher average net selling prices, including favorable GTN adjustments, and higher demand. A majority of Eliquis patients enter the coverage gap during the third and fourth quarters which is expected to result in lower revenues during the second half of the year.

International revenues increased 12%decreased 3% in the thirdsecond quarter 2021 and 19% year-to-dateof 2022 due to higher demand and foreign exchange impacts of 2% and 6%12%, respectively.partially offset by higher demand. Excluding foreign exchange impacts, revenues increased by 10% and 13%, respectively.9%.
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International revenues increased 4% year-to-date due to higher demand, partially offset by foreign exchange impacts of 9% and lower average net selling prices. Excluding foreign exchange impacts, revenues increased by 13%.

In September 2021, the Bristol Myers Squibb-Pfizer Alliance announced that the Court of Appeals for the Federal Circuit affirmed the U.S. District Court’s August 2020 decision finding the composition of matter patent and formulation patent covering Eliquis valid and infringed. Given the decision, the earliest that generic manufacturers are permitted to launch their apixaban products is April 1, 2028, subject to additional appeals and challenges.

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

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

U.S. revenues increased 4%12% in the thirdsecond quarter 2021of 2022 and 3%14% year-to-date due to higher demand across multiple therapiesindications including the Opdivo+Yervoy combinations infor NSCLC, Opdivo+Cabometyx* combination infor kidney cancer, bladder andOpdivo in various gastric and esophageal cancers, and higher average net selling prices, partially offset by declining second-line eligibility across tumor indications and increased competition.

International revenues increased 11%3% in both the thirdsecond quarter 2021of 2022 and 4% year-to-date due to higher demand as a result of additional indication launches and core indications, partially offset by foreign exchange impacts of 1%10% and 4%9%, respectively. Excluding foreign exchange impacts, revenues increased by 10% and 7%, respectively.

Orencia (abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA and is also indicated for reducing signs and symptoms13% in certain pediatric patients with moderately to severely active polyarticular JIA.

U.S. revenues increased 10% in the third quarter 2021 and 8% year-to-date due to higher demand.

International revenues decreased 5% in the third quarter 2021 due to the timing of product distribution to our alliance partner.

International revenues increased 3% year-to-date due to foreign exchange of 3%. Excluding foreign exchange impacts, revenues remained consistent.

In the U.S. and EU, estimated LOE dates are based on method of use patents that expire in 2021. Formulation and additional patents expire in 2026 and beyond. There are no Orencia biosimilars on the market in the U.S., EU or Japan.both periods.

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

U.S. revenues increased 7%9% in both the thirdsecond quarter 2021of 2022 and year-to-date due to higher average net selling prices and higher demand.

International revenues increased 16%2% in both the thirdsecond quarter 2021of 2022 and 20% year-to-date due to higher demand, andpartially offset by foreign exchange impacts of 1%9% and 4%8%, respectfully, partially offset byrespectively, and lower average net selling prices. Excluding foreign exchange impacts, revenues increased by 15%11% and 16%10%, respectfully.respectively.

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

U.S. revenues increased 10% in both the second quarter of 2022 and year-to-date due to higher demand.

International revenues remained consistent in the second quarter of 2022 due to higher demand, offset by foreign exchange impacts of 12%. Excluding foreign exchange impacts, revenues increased by 12%.

International revenues decreased 5% year-to-date due to foreign exchange impacts of 9%, partially offset by higher demand. Excluding foreign exchange impacts, revenues increased by 4%.

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In the U.S. and EU, estimated LOE dates are based on method of use patents that expired in 2021. Formulation and additional patents expire in 2026 and beyond. There are no Orencia biosimilars on the market in the U.S., EU or Japan.

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

U.S. revenues increased 3%14% in the thirdsecond quarter 2021 due to higher demand, partially offset by lower average net selling prices.
U.S. revenues remained consistentof 2022 and 13% year-to-date due to higher demand, offset by lower average net selling prices.prices and higher demand.

International revenues remained consistentdecreased 20% in the thirdsecond quarter 2021

International revenues decreased 3%of 2022 and 15% year-to-date due to foreign exchange impacts of 10% and 9%, respectively and lower demand as a result of increased generic competition in certain indications and lower average net selling prices, partially offset by foreign exchange of 3%.erosion. Excluding foreign exchange impacts, revenues decreased by 10% and 6%., respectively.

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

U.S. revenues remained consistent in the thirdsecond quarter 2021.of 2022 due to lower demand offset by higher average net selling prices.

U.S. revenues increased 14%2% year-to-date due to higher average net selling prices and higher demand primarily from the Opdivo+Yervoy combination for NSCLC.

International revenues increased 47%9% in the thirdsecond quarter 2021of 2022 and 40%17% year-to-date due to higher demand as a result of additional indication launches and foreign exchange of 2% and 6%, respectively,core indications, partially offset by lower average net selling prices.prices and foreign exchange impacts of 12% and 10%, respectively. Excluding foreign exchange impacts, revenues increased by 45%21% and 34%27%, respectively.

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

U.S. revenues decreased 11% in the third quarter 2021 due to manufacturing delays and lower average net selling prices.

U.S. revenues increased 2% year-to-date due to higher demand, partially offset by lower average net selling prices.

International revenues decreased 48% in the third quarter 2021 and 29% year-to-date due to manufacturing delays and lower average net selling prices, partially offset by foreign exchange of 1% and 3%, respectively. Excluding foreign exchange impacts, revenues decreased by 49% and 32%, respectively.

We expect that the manufacturing delays in the U.S. and International will continue into the fourth quarter 2021.

In the U.S., as part of the settlement with Actavis LLC, Actavis was granted a license to certain patents required to sell a generic paclitaxel protein-bound particles for injectable suspension product beginning in 2022. In the EU, the patent expired in 2019 and generics have entered the market. In Japan, the estimated LOE is based on a method of use patent expiring in 2023. Revenues for Abraxane are expected to decline in the U.S. starting in 2022 and continue to decline in the EU.

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

Mature and other products — includes all other products, including those which have lost exclusivity in major markets, OTC products, royalty revenue and mature products.

International revenues decreased 16% in the second quarter of 2022 and 11% year-to-date primarily due to continued generic erosion and foreign exchange impacts of 6% and 2%, respectively. Excluding foreign exchange impacts, revenues decreased by 10% and 9%, respectively.

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

ReblozylU.S. revenues increased 31% in the second quarter of 2022 and 34% year-to-date due to higher demand.

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

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

Breyanzi (lisocabtagene maraleucel) — is a CD19-directed genetically modified autologous CAR T cell therapy indicated for the treatment of adult patients with beta thalassemia who require regular red blood cell transfusions in November 2019 and for adult patients with MDS previously treated with ESAcertain types of relapsed or refractory large B-cell lymphoma after one or more lines of systemic therapy. Breyanzi was launched in April 2020.2021.

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

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

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

Breyanzi (lisocabtagene maraleucel) — a CD19-directed genetically modified autologous T cell immunotherapycombination of nivolumab, a PD-1 blocking antibody, and relatlimab, a lymphocyte activation gene-3 (LAG-3) blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with certain typesunresectable or metastatic melanoma. Opdualag was launched in March 2022.

Camzyos (mavacamten) — a cardiac myosin inhibitor indicated for the treatment of relapsed or refractory large B-cell lymphoma after two or more lines of systemic therapy.adults with symptomatic obstructive HCM to improve functional capacity and symptoms. BreyanziCamzyos was launched in April 2021.2022.

AbecmaRevlimid (lenalidomide) (idecabtagene vicleucel) a B-cell maturation antigen-directed genetically modified autologous T cell immunotherapyan oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of adult patients with relapsed or refractorymultiple myeloma. Revlimid as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma after four or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. Abecma was launched in May 2021.following autologous hematopoietic stem cell transplant.

Vidaza (azacitidine for injection)U.S. revenues decreased 2% in the second quarter of 2022 and increased 1% year-to-date. The increase in revenues year-to-date was due to higher demand in the first quarter of 2022 and higher average net selling prices, partially offset by lower demand in the second quarter of 2022 due to generic erosion. As a hypomethylating agent with several approved indications worldwide for frontline treatmentresult of patients with myelodysplastic syndromes, chronic myelomonocytic leukemia (CMMoL), and acute myeloid leukemia.the availability of generic lenalidomide beginning in March 2022, we expect a material decline in revenue during the second half of 2022.

International revenues decreased 64% in the second quarter of 2022 and 44% year-to-date due to lower demandgeneric erosion across several European countries and Canada, lower average net selling prices resulting from generic competition.and foreign exchange impacts of 3% and 4%, respectively. Excluding foreign exchange impacts, revenues decreased by 61% and 40%, respectively.

Baraclude (entecavir) — an oral antiviral agentIn the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide beginning in March 2022 or thereafter. In the EU, licenses have been granted to third parties to market generic lenalidomide products prior to expiry of our patent and supplementary protection certificate rights beginning in the UK in January 2022 and in various other major market European countries (e.g. France, Germany, Italy and Spain) where our supplementary protection certificate is in force beginning in February 2022. In Japan, the estimated minimum market exclusivity date is based on a composition of matter patent, which expires in July 2022. Global revenues for Revlimid are expected to decline to approximately $9.0 billion to $9.5 billion in 2022.

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

U.S. revenues decreased 25% in the treatmentsecond quarter of chronic hepatitis B.2022 and 24% year-to-date due to the entry of authorized generics and lower demand. Year-to-date was also impacted by manufacturing delays in the first quarter of 2022. Revenues in the second quarter of 2022 include product supply sales and profit sharing fees resulting from authorized generic arrangements.

International revenues increased 5% in the second quarter of 2022 due to higher demand as the manufacturing delays experienced in the prior year were substantially resolved, partially offset by foreign exchange impacts of 8%. Excluding foreign exchange impacts, revenues increased by 13%.

International revenues decreased 30% year-to-date due to generic erosion, lower demand resulting from generic competition.

Other Brands — includes all other brands, including those which have lost exclusivityas a result of manufacturing delays and foreign exchange impacts of 5%. Excluding foreign exchange impacts, revenues decreased by 25%. During the first quarter of 2022, the manufacturing delays experienced in major markets, OTC brandsthe U.S. and royalty revenue.International were substantially resolved.

InternationalIn the U.S. and EU, generics have entered the market. In Japan, the estimated minimum market exclusivity date is 2023 based on a method of use patent. Global revenues decreased primarily duefor Abraxane are expected to continued generic erosion.decline by approximately 25% to 30% in 2022.

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Estimated End-User Demand

Pursuant to the SEC Consent Order described in our 20202021 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We are obligated to disclose products with levels of inventory in excess of one month on hand or expected demand, subject to a de minimis exception. Estimated levels of inventory in the distribution channel in excess of one month on hand for the following products were not material to our results of operations as of the dates indicated:

AbraxaneCamzyos had 1.9 months of inventory on hand internationally in the distribution channel at June 30, 2021 compared to 0.55.1 months of inventory on hand at March 31, 2021 dueJune 30, 2022 in the U.S to on-going business transition from a distributor andsupport the product launch. The inventory is expected to avert a forecasted back order in Latin America.be worked down as demand increases post launch.

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which accountaccounted for approximately 87%77% of total gross sales of U.S. products for the ninesix months ended SeptemberJune 30, 2021.2022. Factors that may influence our estimates include generic competition, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

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

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Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business for the quarter ended SeptemberJune 30, 20212022 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to a de minimis exception, in our next Annual Reportquarterly report on Form 10-K.10-Q.

42


Expenses
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions20212020% Change20212020% ChangeDollars in Millions20222021% Change20222021% Change
Cost of products sold(a)
Cost of products sold(a)
$2,291 $2,502 (8)%$7,584 $8,863 (14)%
Cost of products sold(a)
$2,720 $2,452 11 %$5,191 $5,293 (2)%
Marketing, selling and administrativeMarketing, selling and administrative1,788 1,706 %5,336 4,940 %Marketing, selling and administrative1,787 1,882 (5)%3,618 3,548 %
Research and developmentResearch and development3,251 2,499 30 %8,747 7,393 18 %Research and development2,321 2,478 (6)%4,581 4,697 (2)%
Acquired IPRDAcquired IPRD400 793 (50)%733 799 (8)%
Amortization of acquired intangible assetsAmortization of acquired intangible assets2,546 2,491 %7,606 7,162 %Amortization of acquired intangible assets2,417 2,547 (5)%4,834 5,060 (4)%
Other (income)/expense, netOther (income)/expense, net(409)(915)(55)%(1,113)(488)**Other (income)/expense, net284 (2)**933 (704)**
Total ExpensesTotal Expenses$9,467 $8,283 14 %$28,160 $27,870 %Total Expenses$9,929 $10,150 (2)%$19,890 $18,693 %
**    In excess of +/- 100%.
(a)    Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $268 million in the second quarter of 2022, primarily due to higher profit sharing due to Eliquis revenue growth ($228 million), and an impairment charge resulting from the divestiture of a manufacturing site ($43 million), partially offset by foreign exchange and related hedging settlements.

Cost of products sold decreased by $211$102 million in the third quarter 2021 and $1.3 billion year-to-date, primarily due to lower unwindingthe impairment of inventory fair value adjustmentsInrebic EU regulatory approval milestones ($359 million315 million) in the third quarter 2021, foreign exchange and $2.3 billion year-to-date),related hedging settlements, partially offset by higher profit sharing due to Eliquis profit sharingrevenue growth ($165 million in the third quarter 2021 and $560 million year-to-date)378 million). Year-to-date 2021 was impacted by impairment charges related to Inrebic regulatory approval milestones in the EU ($315 million) and foreign exchange.

Marketing, Selling and Administrative

Marketing, selling and administrative expenses decreased $95 million in the second quarter of 2022 primarily due to foreign exchange.

Marketing, selling and administrative expenses increased by $82 million in the third quarter 2021 and $396$70 million year-to-date, primarily due to higher advertising and promotion expenses and higher costs to support new product launches.launches, partially offset by foreign exchange.

Research and Development

Research and development expense increased $752decreased by $157 million in the thirdsecond quarter 2021of 2022 and $1.4 billion$116 million year-to-date, primarily due to IPRD impairment charges, higher license and asset acquisition charges and higher costs associated with the broader portfolio. The third quarter 2021 included a $610 million IPRD impairment charge relating to an investigational compound being studied as a potential treatment for hematologic diseases. Year-to-date 2021 also included a $230 million IPRD impairment charge relatingresulting from the decision to discontinue further development of an investigational compound being studied as a potential treatmentin the second quarter 2021, partially offset by higher costs associated with the overall portfolio, and the unwinding of inventory purchase price adjustments for fibrotic diseases. Significant license and asset acquisition charges included in Research and development expense were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in Millions2021202020212020
Eisai up-front collaboration fee$— $— $650 $— 
Agenus up-front license fee200 — 200 — 
Prothena opt-in license fee— — 80 — 
bluebird collaboration fee— — — 200 
Forbius asset acquisition— 178 — 178 
Cormorant milestone— — — 100 
Other milestones— 25 50 50 
License and asset acquisition charges$200 $203 $980 $528 
clinical use during the first six months of 2022 ($108 million).

44Acquired IPRD

Acquired IPRD charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:

Three Months Ended June 30,Six Months Ended June 30,
Dollars in Millions2022202120222021
Mavacamten royalty extinguishment$295 $— $295 $— 
Dragonfly milestone— — 175 — 
Immatics upfront license fee— — 150 — 
BridgeBio upfront license fee90 — 90 — 
Eisai upfront collaboration fee— 650 — 650 
Prothena opt-in license fee— 80 — 80 
Other15 63 23 69 
Acquired IPRD charges$400 $793 $733 $799 

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets increaseddecreased by $55$130 million in the thirdsecond quarter 2021of 2022 and $444$226 million year-to-date, due to the timing of additional product approvals.a longer than previously expected market exclusivity period for Pomalyst.

43


Other (Income)/Expense, Net

Other (income)/expense, net changed by $506$286 million in the thirdsecond quarter 2021of 2022 and $625 million$1.6 billion year-to-date, primarily due to equity investments, contingent value rights and other items discussed below.

Three Months Ended June 30,Six Months Ended June 30,
Dollars in Millions2022202120222021
Interest expense$313 $330 $639 $683 
Royalties and licensing income(508)(405)(985)(772)
Equity investment losses/(gains)308 (148)952 (749)
Integration expenses124 152 229 293 
Contingent consideration— — (510)
(Gain)/Loss on debt redemption(9)— 266 281 
Provision for restructuring20 78 43 123 
Litigation and other settlements25 44 (12)36 
Investment income(27)(12)(37)(21)
Divestiture gains— (11)(211)(11)
Other38 (30)48 (57)
Other (income)/expense, net$284 $(2)$933 $(704)

Royalties and licensing income includes diabetes business royalties, Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval. Refer to “Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for further information.
Equity investment losses/(gains) includes fair value adjustments for investments that have readily determinable fair value and observable price changes for investments without readily determinable fair values resulting primarily from initial public offerings or third-party acquisitions of entities which we held an ownership interest. Our share of income or loss from equity method investments is primarily due to fair value adjustments attributed to contingent value rightslimited partnerships. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and equity investments and other items discussed below.Fair Value Measurements” for more information.

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in Millions2021202020212020
Interest expense$328 $346 $1,011 $1,065 
Contingent consideration— (988)(510)(597)
Royalties and licensing income(425)(403)(1,197)(1,124)
Equity investment gains(465)(244)(1,214)(724)
Integration expenses141 195 434 535 
Provision for restructuring27 176 150 451 
Litigation and other settlements13 10 49 41 
Transition and other service fees(6)(18)(43)(129)
Investment income(12)(13)(33)(99)
Reversion excise tax— — — 76 
Divestiture losses/(gains)(9)(6)
Intangible asset impairment— — — 21 
Loss on debt redemption— — 281 — 
Other(12)23 (32)
Other (income)/expense, net$(409)$(915)$(1,113)$(488)

Integration expenses primarily includes consulting fees to implement Celgene integration initiatives related to processes and systems.
Contingent consideration primarily includes fair value adjustments resulting from the change in the traded price of contingent value rights issued with the Celgene acquisition. The contractual obligation to pay the contingent value rights terminated in January 2021 because the FDA did not approve liso-cel (JCAR017) by December 31, 2020.
Royalties(Gain)/Loss on debt redemption resulted from the early redemption of long-term debt of $849 million in the second quarter of 2022, $5.2 billion in the first quarter of 2022 and licensing income includes diabetes business royalties, Keytruda* royalties, Tecentriq* royalties, up-front licensing fees and milestones for products that have not obtained commercial approval. Refer to “Item 1. Financial Statements—Note 4. Divestitures, Licensing and Other Arrangements” for further information.
Equity investment gains includes fair value adjustments for investments that have readily determinable fair value and observable price changes for investments without readily determinable fair values resulting primarily from initial public offerings or third-party acquisitions$3.5 billion in the first quarter of entities which we held an ownership interest. Our share of income from equity method investments are primarily due to fair value adjustments attributed to limited partnerships. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for more information.
Integration expenses primarily includes consulting fees to implement Celgene integration initiatives related to processes and systems.2021.
Provision for restructuring includes exit and other costs primarily related to the Celgene acquisition plan. We are on track to achieve the annualized pre-tax cost savings of approximately $3.0 billion through 2022 as detailed in the restructuring activities. Refer to “Item 1. Financial Statements—Note 6. Restructuring” for further information.
InvestmentLitigation and other settlements includes income decreased year-to-date 2021 primarily dueof $40 million resulting from a settlement resolving all legal claims and business interests pertaining to lower interest rates.
Reversion excise tax resulted from the transfer of the retiree medical plan assets back to the CompanyNimbus’ TYK2 inhibitor in the first quarter 2020.of 2022. The settlement also provides for contingent development, regulatory and sales-based milestones payable to BMS upon the occurrence of certain events.
A loss on debt redemptionDivestiture gains resulted from the early redemptiondivestiture of $3.5 billion long-term debt obligationsproduct rights for several mature products in the first quarter of 2022.
Other includes exit costs of $39 million resulting from the transition of our commercial operations in the Russian Federation to a third-party distributor during the second quarter of 2022 and transition and other service fees in 2021.

45

44


Income Taxes
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Earnings Before Income TaxesEarnings Before Income Taxes$2,157 $2,257 $6,240 $3,580 Earnings Before Income Taxes$1,958 $1,553 $3,645 $4,083 
Provision for Income TaxesProvision for Income Taxes605 379 1,598 2,548 Provision for Income Taxes529 492 933 993 
Effective Tax RateEffective Tax Rate28.0 %16.8 %25.6 %71.2 %Effective Tax Rate27.0 %31.7 %25.6 %24.3 %
Impact of Specified ItemsImpact of Specified Items13.1 %(0.3)%9.4 %55.5 %Impact of Specified Items10.0 %14.1 %9.2 %7.1 %
Effective Tax Rate Excluding Specified ItemsEffective Tax Rate Excluding Specified Items14.9 %17.1 %16.2 %15.7 %Effective Tax Rate Excluding Specified Items17.0 %17.6 %16.4 %17.2 %

The tax impact attributed to specified items was primarily due to low jurisdictional tax rates attributed to the unwinding of inventory fair value adjustments and intangible asset amortization an IPRD impairment charge and contingent value rights fair value adjustments that arewere not taxable or deductible.in 2021. The nine months ended September 30, 2020 includes an $853 million deferred tax charge resulting from an internal transfer of certain intangible assets to0.8% decrease in the U.S. and an additional $266 million GILTI tax charge upon finalization of the Otezla* divestiture tax consequences with tax authorities. The 2.2% reduction in theyear-to-date effective tax rate excluding specified items during the third quarter 2021 resulted primarily from changes in previously estimated annual effective tax rates in 20202022 was due to jurisdictional earnings mix.mix including income taxes attributed to Acquired IPRD charges. Refer to “Item 1. Financial Statements—Note 7. Income Taxes” for additional information.

Non-GAAP Financial Measures

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 past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwind of inventory fair valuepurchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) R&D charges or other income resulting from up-front or contingent milestone payments in connection with the acquisition or licensing of third-party intellectual property rights, (vii) divestiture gains or losses, (viii)(vii) stock compensation resulting from accelerated vesting of Celgene awards and certain retention-related employee compensation charges related to the Celgene transaction, (ix)(viii) pension, legal and other contractual settlement charges, (x)(ix) equity investment and contingent value rights fair value adjustments including(including fair value adjustments attributed to limited partnership equity method investmentsinvestments) and (xi)(x) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. Certain other significant tax items are also excluded such as the impact resulting from internal transfer of intangible assets and the Otezla* divestiture in the second quarter 2020. We also provide international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit 99.2 to our Form 8-K filed on OctoberJuly 27, 20212022 and are incorporated herein by reference.

Beginning with the first quarter of 2022, significant R&D charges or other income resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights are no longer excluded from our non-GAAP financial measures. We are making these changes to our presentation of non-GAAP financial measures following comments from and discussions with the SEC. For purposes of comparability, the non-GAAP financial measures for the three and six months ended June 30, 2021 have been updated to reflect this change.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management, analysts and 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 EPSthe related financial measures prepared in accordance with 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.

46

45


Specified items were as follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions2021202020212020Dollars in Millions2022202120222021
Inventory purchase price accounting adjustmentsInventory purchase price accounting adjustments$97 $456 $264 $2,590 Inventory purchase price accounting adjustments$102 $88 $154 $167 
Intangible asset impairmentIntangible asset impairment— — 315 — Intangible asset impairment— — — 315 
Employee compensation charges— — — 
Site exit and other costsSite exit and other costs— 24 32 Site exit and other costs43 43 24 
Cost of products soldCost of products sold97 459 603 2,625 Cost of products sold145 89 197 506 
Employee compensation chargesEmployee compensation charges— 34 Employee compensation charges— — 
Site exit and other costsSite exit and other costs(1)— Site exit and other costs— (1)
Marketing, selling and administrativeMarketing, selling and administrative38 Marketing, selling and administrative— 
License and asset acquisition charges200 203 980 528 
IPRD impairmentsIPRD impairments610 — 840 — IPRD impairments— 230 40 230 
Inventory purchase price accounting adjustmentsInventory purchase price accounting adjustments25 Inventory purchase price accounting adjustments21 — 108 — 
Employee compensation chargesEmployee compensation charges— 41 Employee compensation charges— — — 
Site exit and other costs99 
Research and developmentResearch and development812 223 1,823 693 Research and development21 230 148 231 
Amortization of acquired intangible assetsAmortization of acquired intangible assets2,546 2,491 7,606 7,162 Amortization of acquired intangible assets2,417 2,547 4,834 5,060 
Interest expense(a)
Interest expense(a)
(29)(40)(91)(122)
Interest expense(a)
(21)(28)(48)(62)
Equity investment losses/(gains)Equity investment losses/(gains)307 (154)950 (762)
Integration expensesIntegration expenses124 152 229 293 
Contingent considerationContingent consideration— (988)(510)(597)Contingent consideration— — — (510)
Royalties and licensing income— (53)(29)(154)
Equity investment gains(465)(214)(1,227)(693)
Integration expenses141 195 434 535 
(Gain)/Loss on debt redemption(Gain)/Loss on debt redemption(9)— 266 281 
Provision for restructuringProvision for restructuring27 176 150 451 Provision for restructuring20 78 43 123 
Litigation and other settlementsLitigation and other settlements— — (40)— 
Reversion excise tax— — — 76 
Divestiture losses/(gains)(9)(6)
Divestiture gainsDivestiture gains— (11)(211)(11)
Loss on debt redemption— — 281 — 
OtherOther42 — 42 — 
Other (income)/expense, netOther (income)/expense, net(324)(923)(1,001)(510)Other (income)/expense, net463 37 1,231 (648)
Increase to pretax incomeIncrease to pretax income3,132 2,256 9,032 10,008 Increase to pretax income3,050 2,904 6,416 5,149 
Income taxes on items aboveIncome taxes on items above(183)(405)(871)(699)Income taxes on items above(321)(292)(719)(595)
Income taxes attributed to Otezla* divestiture
— 11 — 266 
Income taxes attributed to internal transfer of intangible assets— — — 853 
Income taxes(183)(394)(871)420 
Increase to net earningsIncrease to net earnings$2,949 $1,862 $8,161 $10,428 Increase to net earnings$2,729 $2,612 $5,697 $4,554 
(a)    Includes amortization of purchase price adjustments to Celgene debt.

47



The reconciliations from GAAP to Non-GAAP were as follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
Dollars in Millions, except per share dataDollars in Millions, except per share data2021202020212020Dollars in Millions, except per share data2022202120222021
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – GAAPNet Earnings Attributable to BMS Used for Diluted EPS Calculation – GAAP$1,546 $1,872 $4,622 $1,012 Net Earnings Attributable to BMS Used for Diluted EPS Calculation – GAAP$1,421 $1,055 $2,699 $3,076 
Specified ItemsSpecified Items2,949 1,862 8,161 10,428 Specified Items2,729 2,612 5,697 4,554 
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAPNet Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAP$4,495 $3,734 $12,783 $11,440 Net Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAP$4,150 $3,667 $8,396 $7,630 
Weighted-Average Common Shares Outstanding – DilutedWeighted-Average Common Shares Outstanding – Diluted2,243 2,290 2,253 2,295 Weighted-Average Common Shares Outstanding – Diluted2,149 2,252 2,157 2,258 
Diluted Earnings Per Share Attributable to BMS – GAAPDiluted Earnings Per Share Attributable to BMS – GAAP$0.69 $0.82 $2.05 $0.44 Diluted Earnings Per Share Attributable to BMS – GAAP$0.66 $0.47 $1.25 $1.36 
Diluted EPS Attributable to Specified ItemsDiluted EPS Attributable to Specified Items1.31 0.81 3.62 4.54 Diluted EPS Attributable to Specified Items1.27 1.16 2.64 2.02 
Diluted EPS Attributable to BMS – Non-GAAPDiluted EPS Attributable to BMS – Non-GAAP$2.00 $1.63 $5.67 $4.98 Diluted EPS Attributable to BMS – Non-GAAP$1.93 $1.63 $3.89 $3.38 
48

46


FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:
Dollars in MillionsDollars in MillionsSeptember 30,
2021
December 31,
2020
Dollars in MillionsJune 30,
2022
December 31,
2021
Cash and cash equivalentsCash and cash equivalents$13,540 $14,546 Cash and cash equivalents$10,750 $13,979 
Marketable debt securities – currentMarketable debt securities – current2,123 1,285 Marketable debt securities – current2,478 2,987 
Marketable debt securities – non-current46 433 
Total cash, cash equivalents and marketable debt securitiesTotal cash, cash equivalents and marketable debt securities15,709 16,264 Total cash, cash equivalents and marketable debt securities13,228 16,966 
Short-term debt obligationsShort-term debt obligations(5,065)(2,340)Short-term debt obligations(4,953)(4,948)
Long-term debtLong-term debt(39,677)(48,336)Long-term debt(37,107)(39,605)
Net debt positionNet debt position$(29,033)$(34,412)Net debt position$(28,832)$(27,587)

We regularly assess our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also regularly evaluate our capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed, which may lead to the issuance of additional debt securities, the repurchase of debt securities prior to maturity or the issuance or repurchase of common stock. Under the Tax Cuts and Jobs Act of 2017, research and development costs are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. Absent a change in law, we estimate our U.S. income tax payments will increase by nearly $2.0 billion as compared to 2021.

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 will be sufficient to satisfy our anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities of approximately $11.5$13.4 billion through 20242026, as well as any debt repurchases through redemptions or tender offers. During the six months ended June 30, 2022, our net debt position increased by $1.2 billion due to common stock repurchases and dividends of $7.3 billion, partially offset by cash from operating activities of $6.1 billion.

We have a share repurchase program authorized by our Board of Directors allowing for repurchases of our shares. The specific timing and number of shares repurchased will be determined by our management at its discretion and will vary based on market conditions, securities law limitations and other factors. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. The repurchases may be effected through a combination of one or more open market repurchases, privately negotiated transactions, transactions structured through investment banking institutions and other derivative transactions, relying on Rule 10b-18 and Rule 10b5-1 under the Exchange Act. The outstanding share repurchase authority authorization under the program was $4.4$15.2 billion as of December 31, 2020. In January 2021, our Board2021. During the first quarter of Directors approved2022, we executed ASR agreements to repurchase an increaseaggregate $5.0 billion of $2.0 billion to the share repurchase authorization for our common stock, increasing the total outstanding share repurchase authorization to approximately $6.4 billion. We repurchased approximately 54 million shares of our common stock for $3.5 billion during the nine months ended September 30, 2021 reducing thestock. The remaining share repurchase capacity under the share repurchase program towas approximately $2.9$10.2 billion as of SeptemberJune 30, 2021.2022. Refer to “Item 1. Financial Statements—Note 15. Equity” for additional information.

Dividend payments were $3.3$2.3 billion induring the ninesix months ended SeptemberJune 30, 2021. Dividends declared2022. Dividend per common share were $1.47 inof $0.54 was declared during each of the nine months ended September 30, 2021.first and second quarters of 2022. Dividend decisions are made on a quarterly basis by our Board of Directors.

Annual capital expenditures were approximately $750$970 million in 20202021 and are expected to be approximately $1.0 billion in 2021 and $1.2 billion in 2022.2022 and 2023 in each year. We continue to make capital expenditures in connection with the expansion of our manufacturing capabilities, research and development and other facility-related activities.

During the six months ended June 30, 2022, we purchased an aggregate principal amount of $6.0 billion of certain of our debt securities for $6.6 billion of cash in tender offers and “make whole” redemptions. In connection with these transactions, a net $266 million loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net.


47


During the six months ended June 30, 2022, we issued an aggregate principal amount of $6.0 billion of debt with net proceeds of $5.9 billion. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for further information.

At December 31, 2021, we had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility which expired in January 2022, a three-year $1.0 billion facility which expired in January 2022 and two five-year $1.5 billion facilities that were extended to September 2025 and July 2026, respectively.

In January 2022, we entered into a five-year $5.0 billion facility expiring in January 2027, which is extendable annually by one year with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. Concurrently with the entry into this facility, the commitments under our existing five-year $1.5 billion facilities were terminated and the three-year $1.0 billion facility and 364-day $2.0 billion facility expired in accordance with their terms in January 2022. No borrowings were outstanding under revolving credit facilities at June 30, 2022 or December 31, 2021.

Under our commercial paper program, we may issue a maximum of $5.0 billion unsecured notes that have maturities of not more than 366 days from the date of issuance. There were no commercial paper borrowings outstanding as of SeptemberJune 30, 2021.2022.

In 2021, we purchased aggregate principal amount of $3.5 billion of certain of our debt securities for approximately $4.0 billion of cash in a series of tender offers and “make whole” redemptions and $2.0 billion of notes matured and were repaid.

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

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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.

In June 2022, we entered into a definitive merger agreement to acquire Turning Point, a clinical-stage precision oncology company with a pipeline of investigational medicines designed to target the most common mutations associated with oncogenesis. We commenced a tender offer in June 2022, which was extended through August 15, 2022, to acquire all of the issued and outstanding shares of Turning Point's common stock for $76.00 per share in an all-cash transaction for a total consideration of $4.1 billion, including cash settlements of equity stock awards. We expect to finance the acquisition with cash on hand. Refer to “Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for further information.

Credit Ratings

Our current long-term and short-term credit ratings assigned by Moody’s Investors Service are A2 and Prime-1, respectively, with a stable long-term credit outlook, and our current long-term and short-term credit ratings assigned by Standard & Poor’s are A+ and A-1, respectively with a negativestable long-term credit outlook. 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. Any credit rating downgrade may affect the interest rate of any debt we may incur, the fair market value of existing debt and our ability to access the capital markets generally.

Cash Flows

The following is a discussion of cash flow activities:
Nine Months Ended September 30,Six Months Ended June 30,
Dollars in MillionsDollars in Millions20212020Dollars in Millions20222021
Cash flow provided by/(used in):Cash flow provided by/(used in):Cash flow provided by/(used in):
Operating activitiesOperating activities$12,150 $10,697 Operating activities$6,073 $6,884 
Investing activitiesInvesting activities(939)953 Investing activities(194)37 
Financing activitiesFinancing activities(12,257)(4,634)Financing activities(9,173)(10,477)
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Operating Activities

Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting net earnings for noncontrolling interest, non-cash operating items, gains and losses attributed to investing and financing activities and changes in operating assets and liabilities resulting from timing differences between the receipts and payments of cash and when the transactions are recognized in our results of operations. As a result, changes in cash from operating activities reflect the timing of cash collections from customers and alliance partners; payments to suppliers, alliance partners and employees; customer discounts and rebates; and tax payments in the ordinary course of business. For example, annual employee bonuses are typically paid in the first quarter of the subsequent year.

The $1.5 billion$811 million change in cash flow fromprovided by operating activities compared to 20202021 was primarily due to lowerdriven by higher tax payments of approximately $700 millionprimarily related to research and higherdevelopment expenses that are capitalized and amortized for tax purposes ($900 million), partially offset by cash collections and timing of payments in the ordinary course of business.

Investing Activities

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

The $1.9 billion$231 million change in cash flow fromused in investing activities compared to 20202021 was primarily attributabledue to lower proceeds from the sale of equity investments ($660 million) and higher Acquired IPRD payments ($410 million) in 2022, partially offset by changes in the amount of marketable debt securities held of $2.1 billion, higher licensing and asset acquisition payments of approximately $700 million in 2021, partially offset by higher proceeds from sales of equity investments of approximately $1.0 billion.($870 million).

Financing Activities

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

The $7.6$1.3 billion change in cash flow fromused in financing activities compared to 20202021 was primarily due to higherchanges in the amount of debt repayments of $4.5 billion, including a series of tender offer and “make whole” redemptions, andsecurities ($3.1 billion), partially offset by higher share repurchases of $3.5 billion in 2021.common stock ($2.0 billion).
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Product and Pipeline Developments

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. The following are the developments in our marketed products and our late-stage pipeline since the start of the third quarter:second quarter of 2022:
ProductIndicationDateDevelopments
OpdivoBladderAugust 2021April 2022
Announced FDAEC approval forof Opdivo for the adjuvant treatment of patientsadults with muscle-invasive urothelial carcinoma with tumor cell PD-LI expression > 1% who are at high risk of recurrence after undergoing radical resection,resection. The approval is based on results from the Phase III CheckMate -274 trial.
EsophagealMay 2022
Ono, our alliance partner for Opdivo in Japan, announced that Japan's Ministry of Health, Labour and Welfare approved Opdivo in combination with fluoropyrimidine- and platinum- containing chemotherapy for the first-line treatment for adult patients with previously untreated unresectable advanced or metastatic ESCC with PD-L1 expression > 1%, as well as in the all-randomized population percentage. The approval is based on the Phase III CheckMate -648 trial. (ONO-4538-50/CA209648).
May 2022
Announced FDA approval of Opdivo in combination with fluoropyrimidine- and platinum- containing chemotherapy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of prior neoadjuvant chemotherapy, nodal involvement or PD-L1 status. The approval is based on the Phase III CheckMate-274CheckMate -648 trial.
Gastric and Esophageal CancersOctober 2021April 2022
Announced EC approval of Opdivo in combination with fluoropyrimidine- and platinum-based combination chemotherapy for the first-line treatment of adult patients with HER2-negativeunresectable advanced, recurrent, or metastatic gastric, gastroesophageal junction, or esophageal adenocarcinoma whose tumors expressESCC with PD-L1 with a combined positive score ≥ 5.expression > 1%. The approval is based on results from the Phase III Checkmate-649CheckMate -648 trial.
July 2021NSCLCApril 2022
Announced EC approval of Opdivo for the adjuvant treatment of adult patients with esophageal or gastroesophageal junction cancer who have residual pathologic disease following prior neoadjuvant chemoradiotherapy. The approval is based on results from the Phase 3 CheckMate-577 trial.
HCCJuly 2021
Announced that in consultation with the FDA, we withdrew the U.S. indicationOno, our alliance partner for Opdivo in HCC following treatment with sorafenib.Japan, announced that the companies have submitted the supplemental Japanese New Drug Application to Pharmaceuticals and Medical Devices Agency for Opdivo was granted acceleratedto expand its use as a neoadjuvant treatment of resectable NSCLC in combination with chemotherapy for a partial change in approved items of the manufacturing and marketing approval for this indication in 2017Japan. The application is based on tumor responsesthe Phase III CheckMate -816 study.
April 2022
Announced results from the Phase I/II CheckMate-040 trial. CheckMate-459, the confirmatory randomized study ofIII CheckMate-816 trial which showed that neoadjuvant treatment with Opdivo versus sorafenibin combination with chemotherapy significantly improved event-free survival, a primary endpoint, compared to chemotherapy alone in patients with resectable NSCLC. Opdivo in combination with chemotherapy reduced the risk of disease recurrence, progression or death by 37%, and demonstrated favorable early overall survival trend.
RCCApril 2022
Announced, with our alliance partner Nektar, that based on results from pre-planned analysis of two late-stage clinical studies of bempegaldesleukin in combination with Opdivo in RCC and bladder cancer, to jointly end the global clinical development program for bempegaldesleukin in combination with Opdivo. These studies and all other ongoing studies in the program will be discontinued.
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ProductIndicationDateDevelopments
Opdivo + YervoyNSCLCJune 2022
Announced five-year follow up results from Part I of the Phase III CheckMate -227 trial demonstrating long-term, durable survival outcomes with Opdivo plus Yervoy in first-line setting,treatment of patients with metastatic NSCLC regardless of PD-L1 expression levels. In the primary endpoint population, the combination nearly doubled overall survival rate compared to chemotherapy.
June 2022
Announced three-year follow up results from the Phase III CheckMate -9LA trial demonstrating long-term, durable survival benefits with Opdivo plus Yervoy with two cycles of chemotherapy compared to four cycles of chemotherapy in patients with previously untreated metastatic NSCLC regardless of PD-L1 expression and histology.
BladderMay 2022
Announced that results from Phase III CheckMate -901 trial, comparing Opdivo plus Yervoy to standard-of-care chemotherapy as a first-line treatment for patients with untreated unresectable or metastatic urothelial carcinoma, who are ineligible for cisplatin baseed chemotherapy, did not achieve statistical significance for itsmeet the primary endpoint of overall survival per the pre-specifiedin patients whose tumor cells express PD-L1 > 1% at final analysis.
Hodgkin LymphomaEsophagealSeptember 2021May 2022
Ono, our alliance partner for Opdivo in Japan, announced that Japan's Ministry of Health, Labour and Welfare approved Opdivo in combination with fluoropyrimidine- and platinum- containing chemotherapy for the first-line treatment of pediatricfor adult patients with recurrentpreviously untreated unresectable advanced or refractory classical Hodgkin lymphoma, for a partial changemetastatic ESCC with PD-L1 expression ≥1%, as well as in approved items of the manufacturing and marketing approval.all-randomized population. The approval is based on results from the Phase I PENGUINIII CheckMate -648 trial.
RCCAugust 2021May 2022
Ono, our alliance partner for Opdivo in Japan, announced that Japan’s Ministry of Health, Labour and Welfare approved the combination therapyAnnounced FDA approval of Opdivo andplus CabometyxYervoy* as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status. The approval is based on the Phase III CheckMate -648 trial.
April 2022
Announced EC approval of Opdivo plus Yervoy for the first-line treatment of adult patients with unresectable advanced, recurrent or metastatic RCC, for a partial change in approved items of the manufacturing and marketing approval.ESCC with tumor cell PD-L1 expression > 1%. The approval is based on results from the Phase III Checkmate-9ERCheckMate -648 trial.
OpdualagMelanomaJuly 2022
Announced that CHMP recommended approval for LAG-3-blocking antibody combination Opdualag (nivolumab and relatlimab) for first-line treatment of advanced melanoma patients with tumor cell PD-L1 expression < 1%. The approval recommendation is based on data from the Phase II/III RELATIVITY-047 trial.
OrenciaCOVID-19June 2022
Announced that initial results from the Phase III Accelerating COVID-19 Therapeutic Interventions and Vaccines (ACTIV-1) immune modulators clinical trial sponsored by the National Institutes of Health showed a strong, but not statistically significant improvement in the primary endpoint of time to recovery as measured by day of hospital discharge. Analyses of the secondary endpoints, including mortality and clinical status, demonstrated Orencia reduced participants' risk of death and improved their clinical status at 28 days after entering the study when compared with placebo.
ReblozylBeta ThalassemiaJune 2022
Announced the withdrawal of the sBLA for Reblozyl for the treatment of anemia in adults with non-transfusion dependent beta thalassemia. We could not appropriately address the FDA's questions about the benefit-risk profile of Reblozyl in this patient population based on the current dataset from the Phase II BEYOND trial.
ZeposiaMSJune 2022
Announced post-hoc analyses from the Zeposia Phase III DAYBREAK open-label extension and Phase III SUNBEAM trials, showing that the majority of patients receiving Zeposia for multiple sclerosis reported improved or preserved cognitive function, with the greatest improvement seen when used early in the disease when thalamic volume remains high.
COVID-19June 2022
Announced new data on COVID-19 vaccine responses in participants treated with Zeposia from the Phase III DAYBREAK open-label extension study in relapsing MS. For participants who showed no evidence of recent COVID-19 infection, results showed seroconversion occurred in 100% (80/80) and 62% (18/29) of fully vaccinated mRNA and non-mRNA vaccine recipients, respectively.
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Opdivo + YervoyProductEsophagealIndicationSeptember 2021
Announced that the FDA has accepted the sBLA for Opdivo in combination with Yervoy and Opdivo in combination with fluoropyrimidine- and platinum-containing chemotherapy as first-line treatments for adult patients with unresectable advanced, recurrent or metastatic esophageal squamous cell carcinoma. The FDA assigned a PDUFA goal date of May 28, 2022. The sBLA submissions were based on the Phase III Checkmate-648 trial.
September 2021
Ono, our alliance partner for Opdivo in Japan, announced that the companies have submitted supplemental applications in Japan for Opdivo in combination with Yervoy and Opdivo in combination with chemotherapy for the first-line treatment of unresectable, advanced or recurrent esophageal cancer, for a partial change in approved items of the manufacturing and marketing approvals in Japan. The applications are based on results from the Phase III CheckMate-648 trial.
August 2021
Announced that the EMA validated its MAA for both Opdivo in combination with Yervoy and Opdivo in combination with fluoropyrimidine- and platinum-containing chemotherapy as first-line treatments for adult patients with unresectable advanced, recurrent or metastatic esophageal squamous cell carcinoma. Validation of these applications confirm that the submissions are complete and begins the EMA’s centralized review process. The applications are based on results from the pivotal Phase III CheckMate-648 trial.
Malignant Pleural MesotheliomaDateSeptember 2021Developments
Announced three-year data from the CheckMate-743 trial that demonstrated a durable survival benefit with first-line treatment with Opdivo plus Yervoy compared to platinum-based standard-of-care chemotherapy in patients with unresectable malignant pleural mesothelioma, regardless of histology.
RCCSeptember 2021
Announced that Opdivo plus Yervoy continued to demonstrate durable, long-term survival in the Phase III CheckMate-214 trial, with a five-year survival rate of 48% in patients with previously untreated advanced or metastatic RCC. After a median follow-up of 67.7 months, Opdivo plus Yervoy maintained superior overall survival and response benefits versus sunitinib in both patients with intermediate- and poor-risk prognostic factors, the primary endpoint population, and across all randomized patients.
SCCHNJuly 2021
Announced an update on the Phase III CheckMate-651 trial comparing Opdivo plus Yervoy to the EXTREME regimen (cetuximab, cisplatin/carboplatin and fluorouracil) as a first-line treatment in platinum-eligible patients with recurrent or metastatic SCCHN. Although Opdivo plus Yervoy showed a clear, positive trend towards overall survival in patients whose tumors express PD-L1 with a combined positive score ≥ 20, the study did not meet its primary endpoints.
OrenciaaGvHDAugust 2021
Announced that the FDA has accepted the sBLA for Orencia for the prevention of moderate to severe aGvHD in patients 6 years of age and older receiving unrelated donor hematopoietic stem cell transplantation. The FDA granted the application Priority Review and assigned a PDUFA goal date of December 23, 2021. The sBLA is based on results from the Phase II ABA2 trial and a registry trial based on real world evidence.
ZeposiaUCOctober 2021
Received a positive CHMP opinion of Zeposia for the treatment of adults with moderately to severely active UC who have had an inadequate response, lost response, or were intolerant to either conventional therapy or a biologic agent. The opinion is based on data from the Phase III True North trial.
MSOctober 2021
Announced interim results from the Phase III open-label extension trial DAYBREAK, demonstrating the long-term efficacy and safety profile of Zeposia in patients with relapsing forms of MS. In the DAYBREAK extension study, safety was consistent with prior findings and no new safety signals emerged during the reporting period with long-term use of Zeposia. Treatment with Zeposia demonstrated a low annualized relapse rate of 0.103. At months 36 and 48, 75% and 71% of participants were relapse-free and 3- and 6-month confirmed disability progression was observed in 13.9% and 11.4% of participants in the trial, respectively.
AbecmaBreyanziMultiple MyelomaLymphomaAugust 2021June 2022
Announced FDA approval of Breyanzi for the second-line treatment of adult patients with large B-cell lymphoma, including diffuse large B-cell lymphoma not otherwise specified high-grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B who have: refractory disease to first line chemoimmunotherapy or relapsed within 12 months of first-line chemoimmunotherapy; or refractory disease to first-line chemoimmunotherapy or relapse after first-line chemoimmunotherapy and are not eligible for hematopoietic stem cell transplant due to comorbidities or age. The approval is based on results from the Phase II PILOT and Phase III TRANSFORM trials.
June 2022
Announced that the EMA validated its Type II Variation application for extension of the indication for Breyanzi in second-line treatment of adult patients with diffuse large B-cell lymphoma, high grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B, who are refractory or have relapsed within 12 months of initial therapy and are candidates for haematopoietic stem cell transplant. The application is based on the Phase III TRANSFORM study.
May 2022
Announced results from the primary analysis of PILOT, a multicenter, Phase II study evaluating Breyanzi in adults with refractory or relapsed large B-cell lymphoma after first-line therapy who were not deemed candidates for high-dose chemotherapy and hematopoietic stem cell transplant. With a median follow-up of 12.3 months, the majority of patients treated with Breyanzi saw a reduction in disease, with 80% of patients responding to treatment and 54% of patients achieving a complete response.
April 2022
Announced EC approval forof AbecmaBreyanzi for the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma, primary mediastinal large B-cell lymphoma, and refractory multiple myeloma, who have received at least three prior therapies, including an immunomodulatory agent, a proteasome inhibitor and an anti-CD38 antibody and have demonstrated disease progression on the lastfollicular lymphoma grade 3B after two or more lines of systemic therapy. The approval is based on results from the pivotal KarMMa study.TRANSCEND WORLD and TRANSCEND NHL 001 trials.
Camzyos (mavacamten)
Obstructive HCMApril 2022
Announced FDA approval of Camzyos (mavacamten) for the treatment of adults with symptomatic obstructive HCM to improve functional capacity and symptoms. The approval is based on results from the Phase III EXPLORER-HCM trial.
April 2022Announced that Phase III VALOR-HCM trial met its primary and secondary endpoints, significantly reducing the need for septal reduction therapy (SRT) in patients with severely symptomatic obstructive HCM who had been appropriate for SRT per the 2011 American College of Cardiology/American Heart Association Guidelines at baseline, after 16 weeks of treatment with mavacamten.
April 2022Announced that interim results from the EXPLORER-LTE cohort of the MAVA-LTE trial in patients with symptomatic obstructive HCM showed sustained improvements in cardiovascular function and patient symptoms at 48 and 84-weeks, no new safety signals were observed.
deucravacitinibUCSLEOctober 2021June 2022Announced results from the Phase II LATTICE-UC study evaluating deucravacitinib compared to placebo inPAISLEY trial that showed statistically significant efficacy at the primary endpoint of SLE Responder Index-4 responses at week 32 among patients with moderate to severe UC did not meet the primary efficacy endpoint of clinical remissionSLE who were treated with deucravacitinib versus placebo. Secondary endpoints demonstrated clinically meaningful improvements at Week 12, nor secondary efficacy endpoints.48. The safety profile of deucravacitinib was consistent with previously reported studies in patients with psoriasis and psoriatic arthritis andwith no new safety signals were observed. The potentialData demonstrated favorable risk-benefit profile supportive of deucravacitinib in UC continues to be evaluated in IM011-127, a secondprogressing into Phase II trial that also includes a higher dose.
III.
mavacamtenPlaque PsoriasisObstructive HCMMay 2022October 2021Announced that the EMA validated its MAA for mavacamten for the treatment of patients with obstructive HCM. Validation of the application confirm that the submission is complete and begins the EMA’s centralized review process. The application is based ontwo-year results from the pivotal Phase III EXPLORER-HCM trial.
relatlimabMelanomaOctober 2021Announced that the EMA validated its MAA for relatlimabPOETYK PSO long-term extension trial demonstrating durable efficacy and nivolumab fixed-dose combination for first-linea consistent safety profile with deucravacitinib treatment ofin adult and pediatric patients with advanced (unresectable or metastatic) melanoma. Validationmoderate to severe plaque psoriasis. Clinical efficacy was maintained through up to two years of the application confirm that the submission is complete and begins the EMA’s centralized review process. The application is based on results from the pivotal Phase II/III RELATIVITY-047 trial.
September 2021Announced that the FDA has accepted for priority review the BLA for the fixed dose combination of relatlimab and nivolumab for the treatment of adult and pediatric patients with unresectable or metastatic melanoma. The FDA assigned a PDUFA goal date of March 19, 2022. The BLA submission was based on the Phase II/III RELATIVITY-047 trial.deucravacitinib treatment.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20202021 Form 10-K. There have been no material changes to our critical accounting policies during the ninesix months ended SeptemberJune 30, 2021.2022. For information regarding the impact of recently adopted accounting standards, refer to “Item 1. Financial Statements—Note.1Note 1. Basis of Presentation and Recently Issued Accounting Standards.”

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Special Note Regarding Forward-Looking Statements

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, 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 business development strategy, generally and in relation to our ability to realize the projected benefits of our acquisitions of Celgene and MyoKardia, the full extent of the impact of the COVID-19 pandemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug costs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain patentmarketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our 20202021 Form 10-K, particularly under the section “Item 1A. Risk Factors,” and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. 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 applicable law, we undertake no obligation to publicly update or revise any forward-looking 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.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our 20202021 Form 10-K.

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Item 4. CONTROLS AND PROCEDURES

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 SeptemberJune 30, 2021,2022, such disclosure controls and procedures are effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended SeptemberJune 30, 20212022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in “Item 1. Financial Statements—Note 17. Legal Proceedings and Contingencies,” to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company’s 20202021 Form 10-K.

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

The following table summarizes the surrenders of our equity securities during the three months ended SeptemberJune 30, 2021:2022: 
Period
Total Number of Shares Purchased(a)
Average Price Paid per Share(a)
Total Number of Shares Purchased as Part of Publicly Announced Programs(b)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in Millions, Except Per Share Data    
July 1 to 31, 20216,187,408 $67.32 6,047,717 $2,999 
August 1 to 31, 20211,188,560 68.53 1,158,062 2,919 
September 1 to 30, 202153,090 65.67 — 2,919 
Three months ended September 30, 20217,429,058 7,205,779 
Period
Total Number of Shares Purchased(a)
Average Price Paid per Share(a)
Total Number of Shares Purchased as Part of Publicly Announced Programs(b)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in Millions, Except Per Share Data    
April 1 to 30, 202268,474 $73.84 — $10,169 
May 1 to 31, 2022(c)
2,038,743 1,987,135 10,169 
June 1 to 30, 202247,405 75.27 — 10,169 
Three months ended June 30, 20222,154,622 1,987,135 
(a)Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax-withholding obligations in connection with the vesting of awards under our long-term incentive program. Shares surrendered for tax withholding included 68,474 in April, 51,608 in May and 47,405 in June with average prices of $73.84, $76.05 and $75.27, respectively.
(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock and in June 2012 increased its authorization for the repurchase of our common stock by an additional $3.0 billion. The Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of our common stock in October 2016 and further increased its authorization for the repurchase of our common stock by approximately $7.0 billion in November 2019 and $5.0 billion in February 2020. In January and December 2021, the Board of Directors approved an increase of $2.0 billion and $15.0 billion, respectively, to the share repurchase authorization for our common stock. The remaining share repurchase capacity under the program wasis approximately $2.9$10.2 billion as of SeptemberJune 30, 2021.2022. Refer to “Item 1. Financial Statements-Note 15. Equity” for information on the share repurchase program.
(c)During the first quarter of 2022, BMS entered into accelerated share repurchase (“ASR”) agreements to repurchase an aggregate $5.0 billion of common stock. Approximately 65 million shares of common stock (85% of the $5.0 billion aggregate purchase price calculated on the basis of a price of $65.89 per share, the closing share price of the Company's common stock on February 8, 2022) were received by BMS and included in treasury stock. During the three months ended June 30, 2022, the first tranche of the ASR was settled and approximately 2 million shares of common stock were received by BMS and transferred to treasury stock. The total number of shares to be repurchased under the ASR agreements, and the average price paid per share, will be determined at the settlement of the ASR agreements and will be based on volume-weighted average prices of BMS's common stock during the terms of the ASR transactions less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.

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Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).
Exhibit No.Description
31a.
31b.
32a.
32b.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*    Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Abilify is a trademark of Otsuka Pharmaceutical Co., Ltd.; Atripla is a trademark of Gilead Sciences, LLC.; Avapro/Avalide (known in the EU as Aprovel/Karvea) and Plavix are trademarks of Sanofi; Byetta is a trademark of Amylin Pharmaceuticals, LLC; Cabometyx is a trademark of Exelixis, Inc.; Erbitux is a trademark of ImClone LLC; Onglyza is a trademark of AstraZeneca AB;Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck Sharp & Dohme Corp; Otezla is a trademark of Amgen Inc.; Tecentriq is a trademark of Genentech, Inc.; and Yescarta is a trademark of Kite Pharma, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

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SUMMARY OF ABBREVIATED TERMS

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:
20202021 Form 10-KAnnual Report on Form 10-K for the fiscal year ended December 31, 2020LIBORLondon Interbank Offered Rate
AgenusAgenus Inc.2021LillyEli Lilly and Company
aGvHDAMLacute graft versus host diseasemyeloid leukemiaLOEloss of exclusivity
AmgenAmylinAmgenAmylin Pharmaceuticals, Inc.MAAmarketing authorization application
AMLaNDAacute myeloid leukemiaabbreviated new drug applicationMDLmulti-district litigation
AmylinAstraZenecaAmylin Pharmaceuticals, Inc.AstraZeneca PLCMDSmyelodysplastic syndromes
aNDABLAabbreviated new drug applicationsbiologics license applicationMPMmalignant pleural mesothelioma
AstraZenecaBridgeBioAstraZeneca PLCMyoKardiaMyoKardia, Inc.
BCMAB-cell maturation antigenNDAnew drug application
BLAbiologics license applicationNKTnatural killer T cells
bluebirdbluebird bio,BridgeBio Pharma Inc.NSCLCMSnon-small cell lung cancerMultiple Sceloris
CAR Tchimeric antigen receptor T-cellNVAFMyoKardianon-valvular atrial fibrillationMyoKardia, Inc.
CelgeneCelgene CorporationOnoNDAOno Pharmaceutical Co., Ltd.new drug application
CERCLAU.S. Comprehensive Environmental Response, Compensation and Liability ActOTCNKTover-the-counternatural killer T cells
CHMPCommittee for Medicinal Products for Human UseNSCLCnon-small cell lung cancer
CMLchronic myeloid leukemiaNVAFnon-valvular atrial fibrillation
CRCColorectal carcinomaOTCover-the-counter
CVRcontingent value rightsOtsukaOtsuka Pharmaceutical Co., Ltd.
CMLECchronic myeloid leukemiaEuropean CommissionPD-1programmed cell death protein 1
CormorantEisaiCormorant PharmaceuticalsEisai Co., Ltd.PD-L1programmed death-ligand 1
CRCEMAColorectal carcinomaPDUFAThe Prescription Drug User Fee Act
CVRcontingent value rightsEuropean Medicines AgencyPfizerPfizer, Inc.
ECEPSEuropean CommissionProthenaProthena Corporation plc
EisaiEisai Co., Ltd.earnings per sharePsApsoriatic arthritis
EMAESCCEuropean Medicines Agencyesophageal squamous cell carcinomaQuarterly Report on Form 10-QQuarterly Report on Form 10-Q for the quarterly period ended SeptemberJune 30, 2021
EPSearnings per shareR&Dresearch and development
ESCCesophageal squamous cell carcinomaRArheumatoid arthritis2022
EUEuropean UnionRBCR&Dred blood cellresearch and development
FASBFinancial Accounting Standards BoardRCCRArenal cell carcinomarheumatoid arthritis
FDAU.S. Food and Drug AdministrationREMSRBCrisk evaluation and mitigation strategyred blood cell
GAAPU.S. generally accepted accounting principlesRRMMRCCrelapsed and refractory multiple myelomarenal cell carcinoma
GILTIGTNGlobal intangible low-taxed incomegross-to-netREMSrisk evaluation and mitigation strategy
HCChepatocellular carcinomaSanofiSanofi S.A.
GTNHCMgross-to-nethypertrophic cardiomyopathysBLAsupplemental Biologics License Application
HCCHIVhepatocellular carcinomaSCLCsmall cell lung cancer
HCMhypertrophic cardiomyopathyhuman immunodeficiency virusesSECSecurities and Exchange Commission
HIVhuman immunodeficiency virusesTNBCtriple-negative breast cancer
IOimmuno-oncologyUCSLEulcerative colitisSystemic Lupus Erythematosus
IPRDin-process research and developmentU.S.Turning PointUnited StatesTurning Point Therapeutics, Inc.
IRSInternal Revenue ServiceUKUCUnited Kingdomulcerative colitis
JIAjuvenile idiopathic arthritisVATU.S.value added taxUnited States
JunoJuno Therapeutics, Inc.VTEUKvenous thromboembolicUnited Kingdom
LIBORLondon Interbank Offered RateVATvalue added tax
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
BRISTOL-MYERS SQUIBB COMPANY
(REGISTRANT)
Date:OctoberJuly 27, 20212022By:/s/ Giovanni Caforio, M.D.
Giovanni Caforio, M.D.
Chairman of the Board and Chief Executive Officer
Date:OctoberJuly 27, 20212022By:/s/ David V. Elkins
David V. Elkins
Chief Financial Officer
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