~~BMS Securities Class Action~~

Since February 2018, two 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 was voluntarily dismissed. The remaining complaint alleged 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. On March 11, 2022, the Second 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.SECURITIES LITIGATION

Celgene Securities Litigations

Beginning in March 2018, two putative class actions were filed against Celgene and certain of its officers in the U.S. District Court for the District of New Jersey (the ~~“Celgene~~"Celgene Securities Class ~~Action”~~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~~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~~plaintiff''s amended complaint in full. In December 2019, the Court denied the motion to dismiss in part and granted the motion to dismiss in part (including all claims arising from alleged misstatements regarding GED-0301). Although the Court gave the plaintiff leave to re-plead the dismissed claims, it elected not to do so, and the dismissed claims are now dismissed with prejudice. In November 2020, the Court granted class certification with respect to the remaining claims. In March 2023, the Court granted the defendants leave to file a motion for summary judgment, the briefing for which was completed in June 2023.

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

The California Public ~~Employees’~~Employees' Retirement System in April 2021 (the ~~“CalPERS Action”~~"CalPERS Action"); DFA Investment Dimensions Group Inc., on behalf of certain of its funds; and American Century Mutual Funds, Inc., on behalf of certain of its funds, in July 2021 (respectively the ~~“DFA Action”~~"DFA Action" and the ~~“American~~"American Century ~~Action”~~Action"), and GIC Private Limited in September 2021 (the ~~“GIC Action”~~"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~~Court also consolidated any future direct actions raising common questions of law and fact with the Schwab Action.

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

Contingent Value Rights Litigations

In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“("CVR ~~Agreement”~~Agreement") entered into in connection with the closing of ~~BMS’s~~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”~~"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’~~attorneys' fees. BMS disputes the successor ~~trustee’s allegations and~~trustee's allegations. BMS filed a motion to dismiss the successor trustee's complaint, which was denied on ~~July 23, 2021. On~~ June 24, ~~2022, the court denied BMS’s motion to dismiss.~~2022.

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

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

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of sections 11(a), 12(a)(2), and 15 of the Securities ~~Act of 1933.~~Act. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, certain BMS officers who signed the registration statement and ~~Celgene’s~~Celgene's former chairman and chief executive officer. ~~BMS removed~~Defendants moved to stay the action pending resolution of the federal action and, in the alternative, to dismiss the ~~U.S. District~~complaint. On February 17, 2023, the Court ~~for~~granted defendants' motion to stay and declined to reach the ~~District~~merits of ~~New Jersey~~defendants' motion to dismiss. The Court deemed the action stayed pending resolution of the federal action, subject to plaintiff's right to seek to vacate the stay should changed circumstances warrant such relief, and filed a ~~motion to transfer~~written order staying the ~~action to the U.S. District Court~~case for ~~the Southern District of New York. The plaintiff has filed a motion to remand the action to the state court.~~200 days.

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

OTHER LITIGATION

~~HIV Medication Antitrust Litigations~~IRA Litigation

On June 16, 2023, BMS filed a lawsuit against the U.S. Department of Health & Human Services and ~~three other manufacturers~~the Centers for Medicare & Medicaid Services, et al., challenging the constitutionality of ~~HIV medications are defendants in related lawsuits pending~~the IRA. A program in the ~~Northern District~~IRA requires pharmaceutical companies, like BMS, under the threat of ~~California. The initial lawsuits, filed on behalf of indirect purchasers, alleged~~significant penalties, to sell their most innovative and effective medicines at government-dictated prices. BMS argues that this program violates the Fifth Amendment, which requires the government to pay just compensation if it takes property for public use, by requiring pharmaceutical manufacturers to provide innovative medicines to third parties at prices set by the government, without any requirement that those prices reflect fair market value. BMS also argues that the ~~defendants’ agreements~~IRA violates the First Amendment right to ~~develop and sell fixed-dose combination products for~~free speech by requiring manufacturers to state publicly that the ~~treatment of HIV, including~~ Atripla* ~~and~~ ~~Evotaz®~~, violate antitrust laws. 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 enteredgovernment's price setting is a ~~settlement agreement with the indirect purchasers. On May 6, 2022, the Court granted final approval of~~true negotiation that ~~settlement.~~

In September and October 2020, two purported class actions were also 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. In January 2022, BMS entered into an agreement to settle the cases filed against it by the retail pharmacy and grocery store 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~~resulted 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 trial date has been scheduled.~~

~~In December 2021, five additional non-class-action indirect purchaser cases were filed in the Northern District of California, and one additional non-class-action indirect purchaser case~~fair price, even if it 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.not.

Thalomid and Revlimid Litigations

Beginning in November 2014, certain putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws by (a) allegedly securing an exclusive supply contract for the alleged purpose of preventing a generic manufacturer from securing its own supply of thalidomide active pharmaceutical ingredient, (b) allegedly refusing to sell samples of Thalomid and Revlimid brand drugs to various generic manufacturers for the alleged purpose of bioequivalence testing necessary for ~~aNDAs~~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.~~settlement, and who have since filed new suits advancing related theories. As described below, those suits, together with a suit by certain specialty pharmacies and a new putative class action suit, are pending.

In March 2019, Humana Inc. ("Humana"), which opted out of the above settlement, filed a lawsuit against Celgene in the U.S. District Court for the District of New Jersey. ~~Humana’s~~Humana's complaint makes largely the same claims and allegations as were made in the now settled Thalomid and Revlimid antitrust class action litigation. The complaint purports to assert claims on behalf of Humana and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and ~~attorneys’~~attorneys' fees and costs. In May 2019, Celgene filed a motion to dismiss ~~Humana’s~~Humana's complaint. In April 2022, the Court issued an order denying ~~Celgene’s~~Celgene's motion to dismiss. That order addressed only ~~Celgene’s~~Celgene's argument that certain of ~~Humana’s~~Humana's claims were barred by the statute of limitations. The ~~Court’s~~Court's order did not address ~~Celgene’s~~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~~subsequently filed a ~~renewed~~ motion to ~~dismiss.~~dismiss Humana's amended complaint, which was fully briefed in November 2022. No trial date has been scheduled.

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

In May 2021, Molina sued Celgene and BMS in San Francisco Superior Court. ~~Molina’s~~Molina's complaint makes largely the same claims and allegations as were made in the now settled 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, which Molina later reasserted in the District of New Jersey as described above, and stayed the remaining 4 claims. No activity is expected in this case until disposition of the New Jersey actions.

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

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

In May 2018, Humana ~~Inc. (“Humana”)~~ filed a lawsuit against Celgene in the Pike County Circuit Court of the Commonwealth of Kentucky. ~~Humana’s~~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~~Jersey's Racketeer Influenced and Corrupt Organizations ~~Act. Humana subsequently dismissed its claims for breach of contract voluntarily.~~Act ("NJ RICO"). The complaint seeks, among other things, treble and punitive damages, injunctive relief and ~~attorneys’~~attorneys' fees and costs. Humana subsequently dismissed its claims for breach of contract voluntarily. A trial ~~has been scheduled~~ for this matter began on January 31, 2023.

On January 25, 2023, the Court granted Celgene's summary judgment motion on Humana's claims for violations of NJ RICO and dismissed those claims. On March 2, 2023, following a multi-week trial, the jury returned a full defense verdict in Celgene's favor on Humana's claims of fraud and negligent misrepresentation. In May 2020, Celgene filed suit against Humana Pharmacy, Inc. ~~(“HPI”~~("HPI"), a Humana subsidiary, in Delaware Superior Court. ~~Celgene’s~~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~~HPI's breach as well as a declaratory judgment. ~~A trial has been scheduled for March 2023.~~On February 14, 2023, the Court granted summary judgment in favor of Celgene on its breach of contract claims. In July 2023, BMS and Humana entered into a settlement agreement settling all outstanding claims in both the Kentucky and HPI litigations.

BeiGene Arbitration Matter

On July 5, 2017, Celgene Logistics Sàrl (“("Celgene ~~Logistics”~~Logistics") and BeiGene, Ltd. (together with its assignees, ~~“BeiGene”~~"BeiGene"), entered into a License and Supply Agreement (the ~~“LSA”~~"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 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~~have completed post-hearing ~~briefing.~~briefing and closing arguments.

MSK Contract Litigation

On April 1, 2022, Memorial Sloan Kettering Cancer Center and Eureka Therapeutics, Inc. (collectively, ~~“Plaintiffs”~~"Plaintiffs") filed a complaint against BMS, Celgene and Juno (collectively, ~~“Defendants”~~"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 license agreement. Defendants disagree with plaintiffs' claims, and filed a motion to dismiss the amended complaint in July 2022. 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~~BMS's current or former sites or at waste disposal or reprocessing facilities operated by third parties.

31CERCLA and Other Remediation Matters

~~CERCLA Matters~~

With respect to CERCLA and other remediation matters for which BMS is responsible under various state, federal and international 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~~"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 ~~$88~~$84 million atas of June 30, ~~2022,~~2023, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.

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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~~footnotes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.

EXECUTIVE SUMMARY

~~Bristol-Myers Squibb Company is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases.~~ Our principal strategy is to combine the resources, scale and capability of a large pharmaceutical company with the speed, agility and focus on innovation oftypically found in the biotech industry. Our priorities are to continue to renew and diversify our portfolio through launching new medicines, advancing our early, mid and late-stage pipeline, and executing disciplined business development. Our focus ~~as a biopharmaceutical company~~ is on discovering, developing and delivering transformational medicines for patients facing serious diseases in the following core therapeutic areas: (i) oncology with a priority in certain tumor types; (ii) hematology with opportunities to broaden our franchise and sustain a leadership position in multiple myeloma; (iii) immunology with priorities in relapsing multiple sclerosis, psoriasis, psoriatic arthritis, lupus, RA and inflammatory bowel disease, liver and lung; (iv) cardiovascular disease; and (v) neuroscience with a focus on neurodegenerative disease. We are working on accelerating our drug development and delivery of our innovative medicines to patients, enhancing our commercial operating model, as well as enhancing flexibility and reliability of our manufacturing network. We are committed to the strategic allocation of resources and investing in areas ~~where we believe~~ that ~~we have an opportunity to make a meaningful difference: oncology (both solid tumors~~maximize value and hematology), immunology, cardiovascular and neurology. Our priorities are to continue to renew and diversify our portfolio through launching our new product portfolio, advancing our early, mid and late-stage pipeline, and executing disciplined business development.drive sustainable growth. We remain committed to ~~reducing our debt~~maintaining a strong investment grade credit rating and returning capital to shareholders. For further information on our strategy, see ~~“Item~~"Item 7. ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of ~~Operations-Executive Summary-Strategy”~~Operations—Executive Summary—Strategy" in our ~~2021~~2022 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

In ~~2022,~~2023, we received 14 approvals for ~~new medicines and~~initial and/or additional indications ~~and~~or formulations ~~of currently~~for the following marketed ~~medicines~~products both in ~~major markets (the U.S.,~~the EU and ~~Japan), including advancement~~Japan, which further expanded our geographical reach in ~~oncology through FDA~~immunology and hematology, including: (i) approvals in Japan and by the EC of Opdivo in combination with chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC (ii) EC approval of ~~Opdualag~~Camzyos~~, 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~~symptomatic obstructive HCM; (iii) EC approval of Breyanzi for the ~~second line and third line treatments~~treatment of ~~relapsed or refractory~~ diffuse large B-cell ~~lymphoma in the U.S.~~lymphoma; (iv) EC approval for Sotyktu for moderate-to-severe plaque psoriasis; and ~~EU, respectively. We~~(v) EC approval for an additional indication for anemia associated with non-transfusion-dependent beta thalassemia for Reblozyl. In addition, we continue ~~the expansion of~~expanding our commercial CAR-T manufacturing ~~capabilities~~network through the construction of new state-of-the-art cell therapy manufacturing facilities in Devens, Massachusetts and Leiden, Netherlands. We continue to expand our portfolio in immunology with an important opportunity for deucravacitinib, our TYK2 inhibitor, for the treatment of psoriasis and other diseases. Within cardiovascular, we broadened our New Product Portfolio with the FDA approval of ~~Camzyos~~ ~~(mavacamten)~~our Devens, MA facility in ~~April 2022 for patients with symptomatic obstructive HCM.~~June 2023.

Our revenues ~~increased~~decreased by 3%4% for the six months ended June 30, ~~2022~~2023 due to lower Revlimid sales and 1% foreign exchange impact, partially offset by In-Line Products (primarily ~~Eliquis~~Opdivo and ~~Opdivo)~~Eliquis) and New Product Portfolio (primarily ~~Abecma~~Opdualag, ~~Opdualag~~Abecma and Reblozyl)~~, partially offset byRecent LOE Products (primarily~~ ~~Revlimid) and foreign exchange.~~. The ~~$0.11 decrease~~$0.81 increase in GAAP EPS primarily resulted from ~~specified items, including~~a deferred income tax benefit related to a non-U.S. tax ruling, lower equity investment ~~and contingent consideration fair value adjustments,~~losses in 2023, lower Acquired IPRD charges, partially offset by lower ~~impairment charges and higher divestiture gains in 2022.~~revenues. After adjusting for specified items, non-GAAP EPS ~~increased $0.51~~decreased $0.09 as a result of ~~higher~~lower revenues, ~~royalties and licensing income and~~partially offset by lower Acquired IPRD charges, lower weighted-average common shares ~~outstanding.~~outstanding, higher interest income and royalties.

Three Months Ended June 30, Six Months Ended June 30,
Dollars in Millions, except per share data 2022 2021 2022 2021
Total Revenues $ 11,887 $ 11,703 $ 23,535 $ 22,776
Diluted Earnings Per Share
GAAP $ 0.66 $ 0.47 $ 1.25 $ 1.36
Non-GAAP 1.93 1.63 3.89 3.38

Our revenues decreased by 6% during the three months ended June 30, 2023 primarily due to lower Revlimid sales driven by generic erosion and an increase in patients receiving free drug product for Revlimid, and to a lesser extent, Pomalyst, from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates product.


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

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

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 and reconciliations ~~and changes~~relating to our non-GAAP financial measures refer to “—"—Non-GAAP Financial Measures.”"

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Economic and Market Factors

~~COVID-19~~

In response to the COVID-19 pandemic, international, federal, state and local public health and governmental authorities have taken, and continue to take, a number of actions to limit the spread of COVID-19 and address related disruptions in the U.S. and global economy. While we continue to experience impacts on revenues from COVID-19 primarily due to lower new patient starts and patient visits, the pandemic has not significantly impacted our results of operations. The 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 the severity 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, changes in the behavior of patients and medical professionals and the timing for resumption to our normal operations, as well as developments affecting healthcare and the delivery of medicines to patients. See “Part I—Item 1A. Risk Factors—General Risks—The COVID-19 pandemic is affecting our business and could have a material adverse effect on us” in our 2021 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. Additional information on the procedures adopted are available at ~~www.bms.com/about-us/responsibility/coronavirus-updates~~.

Governmental Actions

Our products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls and discounting, changes to tax and importation laws and other restrictions in the U.S., the EU and other regions around the world that result in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. For example, ~~Congress is currently considering a number~~some of ~~different proposals that would potentially:~~the provisions of the IRA signed into law in August 2022, were as follows: (i) ~~allow~~ the government requires pharmaceutical manufacturers like BMS, under the threat of significant penalties, to ~~set or negotiate prices for prescription drugs, (ii) penalize manufacturers for price increases beyond inflationary measures, (iii) redesign the~~sell certain innovative Medicare Part D ~~benefit with new~~and Part B medicines at government-set discounted prices, (ii) manufacturers are to pay an inflation-based rebate for Medicare Part B and Part D medicines, and (iii) Medicare Part D redesign. In addition, there were changes made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations, and a (ii) a non-deductible 1% excise tax provision on net stock repurchases, to be applied to repurchases beginning in 2023. Implementation of this legislation is expected to be carried out ~~of pocket limits for patients and new mandated discounts for manufacturers. The~~through upcoming actions by regulatory authorities, the outcome of ~~these Congressional actions~~which is uncertain. ~~Congress~~We continue to evaluate the impact of the IRA on our results of operations and it is ~~also considering potential~~possible that these changes ~~to U.S. income tax laws which would~~may result in ~~an increase to~~a material impact on our ~~income tax expense, including through increased taxation~~business and results of ~~our international~~ operations. See "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Other Litigation" for further information. Furthermore, countries are expected to make changes to their tax laws and updates to international tax 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~~"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”~~margins" and “—"—Changes to tax regulations could negatively impact our ~~earnings”~~earnings" in our ~~2021~~2022 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.

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in ~~2022~~2023 as of July 27, ~~2022:~~2023:


Product			Date			Approval


~~Breyanzi~~Opdivo			June ~~2022~~2023			~~FDA approval of~~ ~~Breyanzi~~ ~~for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after one line of therapy.~~


~~Opdivo+Yervoy~~			~~May 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.~~


~~Opdivo~~			~~May 2022~~			~~Japan's Ministry of Health, Labour and Welfare~~EC approval of Opdivo in combination with ~~fluoropyrimidine- and platinum-containing~~platinum-based chemotherapy ~~as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.~~


~~Opdivo+Yervoy~~			~~May 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.~~


~~Opdivo~~			~~May 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 neoadjuvant treatment of ~~adults with symptomatic obstructive HCM.~~


~~Breyanzi~~			~~April 2022~~			~~EC approval~~resectable NSCLC at a high risk of ~~Breyanzi~~ ~~for the treatment of~~recurrence in 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+Yervoy~~			~~April 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%.


~~Opdivo~~Camzyos			~~April 2022~~June 2023			EC approval of ~~Opdivo~~Camzyos 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.~~symptomatic (New York Heart Association, class II-III) obstructive HCM.


~~Opdivo~~Breyanzi			~~April 2022~~May 2023			EC approval of ~~Opdivo~~Breyanzi ~~in combination with fluoropyrimidine- and platinum-based chemotherapy~~ for the ~~first-line~~ treatment of adult patients with ~~unresectable advanced, recurrent,~~diffuse large B-cell lymphoma, high grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B, who relapsed within 12 months from completion of, or ~~metastatic ESCC with PD-L1 expression~~ > ~~1%.~~


~~Opdualag~~			~~March 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.~~are refractory to, first-line chemoimmunotherapy.


Opdivo			March ~~2022~~2023			~~FDA~~Japan's Ministry of Health, Labour and Welfare approval of Opdivo ~~in combination with platinum-doublet~~plus chemotherapy for ~~adult~~the neoadjuvant treatment of patients with resectable ~~NSCLC in the neoadjuvant setting.~~NSCLC.


~~Opdivo~~Sotyktu			March ~~2022~~2023			~~Japan's Ministry of Health, Labour and Welfare~~EC approval of ~~Opdivo~~Sotyktu for the ~~adjuvant~~ treatment of ~~urothelial carcinoma.~~adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy.


~~Abecma~~Reblozyl			~~January 2022~~March 2023			~~Japan’s Ministry of Health, Labour and Welfare~~EC approval of ~~Abecma~~ Reblozylfor the treatment ofin adult patients of anemia associated with ~~relapsed or refractory multiple myeloma who have received at least three prior therapies.~~non-transfusion-dependent beta thalassemia.

Refer to “—"—Product and Pipeline ~~Developments”~~Developments" for the developments in our marketed products and late-stage pipeline since the start of the second quarter of ~~2022.~~2023.

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

Refer to ~~“Item~~"Item 1. Financial Statements—Note 3. ~~Alliances”~~Alliances" and “—"—Note 4. ~~Acquisitions,~~ Divestitures, Licensing and Other ~~Arrangements”~~Arrangements" for information on significant divestitures, licensing and other ~~arrangements in 2022.~~arrangements.

3533

RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended June 30,								Six Months Ended June 30,
Dollars in Millions		2022		2021		% Change		Foreign Exchange(b)		2022		2021		% Change		Foreign Exchange(b)
Dollars in millions																		Dollars in millions	2023		2022		% Change		Foreign Exchange(b)		2023		2022		% Change		Foreign Exchange(b)
United States	United States	$	8,268	$	7,388	12	%	—		$	15,962	$	14,398	11	%	—		United States	$	7,891	$	8,268	(5)	%	—		$	15,924	$	15,962	—		—
International	International	3,427		4,124		(17)	%	(9)	%	7,154		8,023		(11)	%	(8)	%	International	3,160		3,427		(8)	%	(2)	%	6,309		7,154		(12)	%	(3)	%

Other(a)	Other(a)	192		191		1	%	—		419		355		18	%	—		Other(a)	175		192		(9)	%	—		330		419		(21)	%	—
Total	Total	$	11,887	$	11,703	2	%	(3)	%	$	23,535	$	22,776	3	%	(3)	%	Total	$	11,226	$	11,887	(6)	%	(1)	%	$	22,563	$	23,535	(4)	%	(1)	%

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~~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 second quarter of ~~2022:~~2023:


Product			Indication			Date			Developments


Opdivo	Bladder	~~April 2022~~July 2023	Announced ECresults from the sub-study of the Phase III CheckMate -901 trial which showed that Opdivo in combination with cisplatin-based chemotherapy followed by Opdivo monotherapy demonstrated statistically significant benefits in overall survival and progression-free survival compared to standard-of-care cisplatin-based combinations as a first-line treatment for patients with unresectable or metastatic urothelial carcinoma who are eligible for cisplatin-based chemotherapy, no new safety concerns have been identified.
	Melanoma	July 2023	Announced that the CHMP of the EMA has recommended approval of Opdivo as a monotherapy for the adjuvant treatment of adults and adolescents 12 years of age and older with ~~muscle-invasive urothelial carcinoma with tumor cell PD-LI expression~~ > ~~1% who are at risk of recurrence after undergoing radical resection.~~completely resected stage IIB or IIC melanoma. The ~~approval~~opinion is based on results from the Phase III CheckMate ~~-274~~-76K trial.
	~~Esophageal~~NSCLC	~~May 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 PD-L1 status. The approval is based on the Phase III CheckMate -648 trial.
~~April 2022~~June 2023	Announced EC approval of Opdivo in combination with ~~fluoropyrimidine- and~~ platinum-based chemotherapy for the ~~first-line~~neoadjuvant treatment of resectable NSCLC at a high risk of recurrence in adult patients with ~~unresectable advanced, recurrent, or metastatic ESCC with~~tumor cell PD-L1 expression > 1%. The approval is based on results from the Phase III CheckMate ~~-648~~-816 trial.
~~NSCLC~~Prostate Cancer	~~April 2022~~	~~Ono, our alliance partner for~~ ~~Opdivo~~ ~~in Japan, announced that the companies have submitted the supplemental Japanese New Drug Application to Pharmaceuticals and Medical Devices Agency for~~ ~~Opdivo~~ to 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 in Japan. The application is based on the Phase III CheckMate -816 study.
~~April 2022~~July 2023	Announced that results from the Phase III ~~CheckMate-816~~CheckMate -7DX trial ~~which showed that neoadjuvant treatment with~~evaluating Opdivo in combination with ~~chemotherapy significantly improved event-free~~docetaxel in patients with advanced or metastatic castration-resistant prostate cancer did not meet the primary endpoints of radiographic progressive free survival ~~a primary endpoint,~~at final analysis, nor overall survival at an interim analysis. No safety concerns were reported. Based on the recommendation from the data monitoring committee, the Company has decided to discontinue the study.


Opdivo+Yervoy			NSCLC			June 2023			Announced four-year follow-up results from the Phase III CheckMate -9LA trial demonstrating durable, long-term survival benefits with Opdivo plus Yervoy with two cycles of chemotherapy compared to four cycles of chemotherapy alone in previously untreated patients with ~~resectable~~metastatic NSCLC.~~Opdivo~~ ~~in combination with chemotherapy reduced the risk of disease recurrence, progression or death by 37%, and demonstrated favorable early overall survival trend.~~


~~RCC~~Reblozyl			~~April 2022~~MDS			May 2023			Announced ~~with our alliance partner Nektar,~~ that ~~based on~~the results from ~~pre-planned analysis~~the Phase III COMMANDS trial evaluating Reblozyl versus epoetin alfa, an erythropoiesis-stimulating agent (ESA) for the treatment of ~~two late-stage clinical studies of bempegaldesleukin~~anemia in ~~combination~~adult patients with very low-, low- or intermediate-risk MDS who require red blood cell transfusions and are ESA-naïve, showed that nearly twice as many patients treated with ~~Opdivo~~ Reblozyl~~in RCC and bladder cancer, to jointly end the global clinical development program for bempegaldesleukin in combination~~, achieved transfusion independence with concurrent hemoglobin increase versus epoetin alfa, including clinically relevant subgroups. ~~Opdivo~~Reblozyl~~. These studies and all other ongoing studies in the program will be discontinued.~~ demonstrated a durable response rate with nearly 2.5 years median transfusion independence.

5047


Product			Indication			Date			Developments


~~Opdivo + Yervoy~~Reblozyl	~~NSCLC~~MDS	~~June 2022~~May 2023	Announced ~~five-year follow up results from Part I of~~that the ~~Phase III CheckMate -227 trial demonstrating long-term, durable survival outcomes with~~FDA has accepted the sBLA and the EMA has validated the Type II Variation Application for ~~Opdivo~~Reblozyl ~~plus~~ ~~Yervoy~~ ~~in first-line~~to expand its current indication to include treatment of anemia without previous use of erythropoiesis-stimulating agents (ESA-naïve) in adult patients with ~~metastatic NSCLC regardless of PD-L1 expression levels.~~very low- to intermediate-risk MDS who may require red blood cell transfusions. In the ~~primary endpoint population,~~U.S., the ~~combination nearly doubled overall survival rate compared to chemotherapy.~~
~~June 2022~~	~~Announced three-year follow up~~FDA has granted the application Priority Review and assigned a PDUFA goal date of August 28, 2023. The submissions are based on results from the Phase III ~~CheckMate -9LA trial demonstrating long-term, durable survival benefits with~~COMMANDS trial. In addition, the Japan's Ministry of Health, Labor and Welfare has accepted our New Drug Application (JNDA) for ~~Opdivo~~Reblozyl ~~plus~~ ~~Yervoy~~ ~~with two cycles~~as a treatment of ~~chemotherapy compared to four cycles of chemotherapy~~anemia in adult patients with ~~previously untreated metastatic NSCLC regardless~~MDS, including myelodysplastic/myeloproliferative neoplasm with ring sideroblasts and thrombocytosis, based on the MEDALIST trial, a Japan local Phase II trial, and the results of ~~PD-L1 expression and histology.~~COMMANDS clinical trial.


~~Bladder~~Abecma	~~May 2022~~Multiple Myeloma	April 2023	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 meet the primary endpoint of overall survival in patients whose tumor cells express PD-L1 > ~~1% at final analysis.~~
~~Esophageal~~	~~May 2022~~	~~Ono,~~ our alliance partner, 2seventy bio, Inc., that the FDA accepted the sBLA for ~~Opdivo~~Abecma ~~in Japan, announced that~~for the treatment of adult patients with relapsed and refractory multiple myeloma who have received an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. The FDA has assigned a PDUFA goal date of December 16, 2023. The EMA has also validated our Type II variation for the extension of indication for Abecma to treat adult patients with relapsed or refractory multiple myeloma who have received an immunomodulatory agent, a proteasome inhibitor, and an anti-CD38 monoclonal antibody. Validation of the application confirms the submission is complete and begins the procedure and scientific assessment. In addition, the Japan's Ministry of Health, Labour and Welfare ~~approved~~has accepted our sNDA for ~~Opdivo~~Abecma in ~~combination with fluoropyrimidine-~~patients who have received at least two prior therapies, including an immunomodulatory agent, a proteasome inhibitor, and ~~platinum- containing chemotherapy for~~an anti-CD38 monoclonal antibody, and have experienced disease progression or relapse after 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.~~last therapy. The ~~approval is based on the Phase III CheckMate -648 trial.~~
	~~May 2022~~	~~Announced 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. 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 ESCC with tumor cell PD-L1 expression > 1%. The approval is~~three regulatory applications are based on results from the Phase III ~~CheckMate -648 trial.~~

~~Opdualag~~	~~Melanoma~~	~~July 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-047KarMMa-3 trial.


~~Orencia~~Breyanzi	~~COVID-19~~Lymphoma	~~June 2022~~May 2023	Announced results from the Phase I/II TRANSCEND CLL 004 trial evaluating Breyanzi in adults with relapsed or refractory chronic lymphocytic leukemia or small lymphocytic lymphoma showing that ~~initial~~Breyanzi delivered statistically significant complete response rates in 18.4% of patients in the primary efficacy analysis set. Among patients who achieved a complete response, no disease progression or deaths were observed, with median duration of response not reached.
		May 2023	Announced EC approval of Breyanzi for the treatment of adult patients with diffuse large B-cell lymphoma, high grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B, who relapsed within 12 months from completion of, or are refractory to, first-line chemoimmunotherapy. The approval is based on results from the Phase III ~~Accelerating COVID-19 Therapeutic Interventions~~TRANSFORM trial.
		May 2023	Announced results from the Phase II TRANSCEND FL trial evaluating Breyanzi in patients with relapsed or refractory follicular lymphoma (FL) and ~~Vaccines (ACTIV-1) immune modulators clinical~~the Phase I TRANSCEND NHL trial ~~sponsored by the National Institutes of Health showed a strong, but not statistically significant improvement~~evaluating Breyanzi in patients with relapsed or refractory B-cell non-Hodgkin lymphoma, including mantle cell lymphoma (MCL) showing both studies met the primary endpoint of ~~time to recovery as measured by day of hospital discharge. Analyses of the secondary endpoints, including mortality~~overall response rate, with Breyanzi demonstrating statistically significant and ~~clinical status, demonstrated~~ ~~Orencia~~ ~~reduced participants' risk of death~~meaningful responses in relapsed or refractory FL and ~~improved their clinical status at 28 days after entering the study when compared with placebo.~~MCL.


~~Reblozyl~~Camzyos	~~Beta Thalassemia~~Obstructive HCM	June ~~2022~~2023	Announced ~~the withdrawal~~EC approval of ~~the sBLA for~~ ~~Reblozyl~~Camzyos for the treatment of ~~anemia~~symptomatic (New York Heart Association, class II-III) obstructive HCM 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~~adult patients. The approval is based on ~~the current dataset~~results from the Phase ~~II BEYOND trial.~~III EXPLORER-HCM and VALOR-HCM trials.
		June 2023	Announced FDA approval of the sNDA to add positive data from the Phase III VALOR-HCM trial to the U.S. Prescribing Information for Camzyos. Data added to the label showed that treatment with Camzyos significantly reduced the composite endpoint of guideline-based eligibility for septal reduction therapy (SRT) at Week 16 or the decision to proceed with SRT to or at Week 16.


~~Zeposia~~milvexian	MSThrombosis	~~June 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-19~~May 2023	~~June 2022~~	Announced ~~new data on COVID-19 vaccine responses in participants treated~~ with ~~Zeposia~~ ~~from~~our alliance partner Janssen Pharmaceuticals Inc., that all three prospective indications for milvexian, an investigational oral factor XIa inhibitor, have been granted Fast Track Designation by the FDA. The designations cover all three indication-seeking studies within the Phase III ~~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)~~Librexia development program: Librexia STROKE, Librexia ACS and ~~62% (18/29) of fully vaccinated mRNA and non-mRNA vaccine recipients, respectively.~~Librexia AF, which are all dosing patients.

5148


Product			Indication			Date			Developments


~~Breyanzi~~repotrectinib	~~Lymphoma~~NSCLC	~~June 2022~~May 2023	~~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~~FDA accepted the NDA for ~~extension of~~repotrectinib, a next-generation tyrosine kinase inhibitor for 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~~ROS1-positive locally advanced or ~~have relapsed within 12 months of initial therapy and are candidates for haematopoietic stem cell transplant.~~metastatic NSCLC. The application is based on the Phase ~~III TRANSFORM study.~~
~~May 2022~~	~~Announced results from~~I/II TRIDENT-1 trial. The FDA granted the ~~primary analysis~~application Priority Review and assigned a PDUFA goal date of ~~PILOT, a multicenter, Phase II study evaluating~~ November 27, 2023.~~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 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. The approval is based on results from the TRANSCEND WORLD and TRANSCEND NHL 001 trials.


~~Camzyos~~ ~~(mavacamten)~~	~~Obstructive HCM~~	~~April 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 2022~~	Announced 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 2022~~	Announced 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.


~~deucravacitinib~~	~~SLE~~	~~June 2022~~	Announced results from the Phase II PAISLEY 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 SLE who were treated with deucravacitinib versus placebo. Secondary endpoints demonstrated clinically meaningful improvements at Week 48. The safety profile of deucravacitinib was consistent with previously reported studies in patients with psoriasis and psoriatic arthritis with no new safety signals observed. Data demonstrated favorable risk-benefit profile supportive of progressing into Phase III.
	~~Plaque Psoriasis~~	~~May 2022~~	Announced two-year results from the POETYK PSO long-term extension trial demonstrating durable efficacy and a consistent safety profile with deucravacitinib treatment in adult patients with moderate to severe plaque psoriasis. Clinical efficacy was maintained through up to two years of 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~~"Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" in our ~~2021~~2022 Form 10-K. There have been no material changes to our critical accounting policies during the six months ended June 30, ~~2022.~~2023. For information regarding the impact of recently adopted accounting standards, refer to ~~“Item~~"Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards.”"

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”~~"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”~~"should," "could," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe," "will" and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause 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 and in relation to our ability to realize the projected benefits of our acquisitions of Celgene, MyoKardia and ~~MyoKardia,~~Turning Point, the impact of the COVID-19 pandemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug ~~costs,~~prices, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our ~~2021~~2022 Form 10-K, particularly under the section ~~“Item~~"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~~"Item 7A. Quantitative and Qualitative Disclosures about Market ~~Risk”~~Risk" in our ~~2021~~2022 Form 10-K.

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 June 30, ~~2022,~~2023, such disclosure controls and procedures are effective.

There were no changes in the ~~Company’s~~Company's internal control over financial reporting during the quarter ended June 30, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, the ~~Company’s~~Company's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in ~~“Item~~"Item 1. Financial Statements—Note ~~17.~~18. Legal Proceedings and Contingencies,”" to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the ~~Company’s 2021~~Company's 2022 Form 10-K.

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

The following table summarizes the surrenders of our equity securities during the three months ended June 30, ~~2022:~~2023:

Period
Total Number of Shares Purchased(a)
Average Price Paid per Share(a)
Total Number of Shares Purchased as Part of Publicly Announced Programs(b)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in Millions, Except Per Share Data
April 1 to 30, 2022 68,474 $ 73.84 — $ 10,169
May 1 to 31, 2022(c)
2,038,743 1,987,135 10,169
June 1 to 30, 2022 47,405 75.27 — 10,169
Three months ended June 30, 2022 2,154,622 1,987,135


Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in millions, except per share data
April 1 to 30, 2023	8,774	$	69.58	—	$	6,919
May 1 to 31, 2023	13,363,617	67.98		13,310,986	6,014
June 1 to 30, 2023	74,267	64.69		—	6,014
Three months ended June 30, 2023	13,446,658			13,310,986

(a)Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy ~~tax-withholding~~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~~stock. Following this authorization, ~~for~~ the ~~repurchase of our common stock by an~~Board subsequently approved 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 billionauthorizations, including most recently, in February ~~2020. In~~2020, January 2021 and December 2021, in the ~~Board of Directors approved an increase of~~amount $5.0 billion, $2.0 billion and $15.0 billion, respectively, to the share repurchase ~~authorization for our common stock.~~authorization. The remaining share repurchase capacity under the program iswas approximately ~~$10.2~~$6.0 billion as of June 30, ~~2022.~~2023. Refer to ~~“Item 1.~~"Item 8. Financial ~~Statements-Note 15. Equity”~~Statements and Supplementary Data—Note 17. Equity" in our 2022 Form 10-K 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.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

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

Frequency of Say on Pay

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

Item 6. EXHIBITS

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


Exhibit No.						Description
31a.						Section 302 Certification Letter.
31b.						Section 302 Certification Letter.
32a.						Section 906 Certification Letter.
32b.						Section 906 Certification Letter.
101.INS						XBRL 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.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in 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.;~~ ~~Byetta~~ ~~is a trademark of Amylin Pharmaceuticals, LLC;~~ ~~Cabometyx~~ ~~is a trademark of Exelixis, Inc.;~~ 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.; and Plavix is a trademark of Sanofi; 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.

5551

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:


~~2021~~2022 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022	~~Lilly~~MCL	~~Eli Lilly and Company~~mantle cell lymphoma
AML	acute myeloid leukemia	~~LOE~~	~~loss of exclusivity~~
~~Amylin~~	~~Amylin Pharmaceuticals, Inc.~~	~~MAA~~	~~marketing authorization application~~
~~aNDA~~	~~abbreviated new drug application~~	MDL	multi-district litigation
~~AstraZeneca~~ANDA	~~AstraZeneca PLC~~Abbreviated New Drug Application	MDS	myelodysplastic syndromes
~~BLA~~AstraZeneca	~~biologics license application~~AstraZeneca PLC	MPM	malignant pleural mesothelioma
~~BridgeBio~~ASR	~~BridgeBio Pharma Inc.~~	MS	~~Multiple Sceloris~~
~~CAR T~~	~~chimeric antigen receptor T-cell~~accelerated share repurchase	MyoKardia	MyoKardia, Inc.
BLA	Biologics License Application	NDA	New Drug Application
CAR-T	chimeric antigen receptor T-cell	NKT	natural killer T cells
CD38	cyclic ADP ribose hydrolase	NSCLC	non-small cell lung cancer
Celgene	Celgene Corporation	~~NDA~~NVAF	~~new drug application~~non-valvular atrial fibrillation
Celgene and Other Acquisition Plans	Restructuring and integration plan implemented as a result of the acquisition of Celgene in 2019, MyoKardia in 2020 and Turning Point in 2022	Nimbus	Nimbus Therapeutics
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	~~NKT~~OTC	~~natural killer T cells~~over-the-counter
Cheplapharm	Cheplapharm Arzneimittel GmbH	Otsuka	Otsuka Pharmaceutical Co., Ltd.
CHMP	Committee for Medicinal Products for Human Use	~~NSCLC~~PD-1	~~non-small~~programmed cell ~~lung cancer~~death protein 1
CML	chronic myeloid leukemia	~~NVAF~~PD-L1	~~non-valvular atrial fibrillation~~programmed death-ligand 1
CRC	~~Colorectal~~colorectal carcinoma	~~OTC~~Pfizer	~~over-the-counter~~Pfizer, Inc.
~~CVR~~Dragonfly	~~contingent value rights~~Dragonfly Therapeutics, Inc.	~~Otsuka~~PsA	~~Otsuka Pharmaceutical Co., Ltd.~~psoriatic arthritis
EC	European Commission	~~PD-1~~Quarterly Report on Form 10-Q	~~programmed cell death protein 1~~
~~Eisai~~	~~Eisai Co., Ltd.~~	~~PD-L1~~	~~programmed death-ligand 1~~Quarterly Report on Form 10-Q for the quarter ended June 30, 2023
EMA	European Medicines Agency	~~Pfizer~~R&D	~~Pfizer, Inc.~~research and development
EPS	earnings per share	~~PsA~~RA	~~psoriatic~~rheumatoid arthritis
~~ESCC~~Exchange Act	~~esophageal squamous cell carcinoma~~the Securities Exchange Act of 1934	~~Quarterly Report on Form 10-Q~~RBC	~~Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022~~red blood cell
EU	European Union	~~R&D~~RCC	~~research and development~~renal cell carcinoma
FASB	Financial Accounting Standards Board	RAREMS	~~rheumatoid arthritis~~risk evaluation and mitigation strategy
FDA	U.S. Food and Drug Administration	~~RBC~~	~~red blood cell~~
~~GAAP~~	~~U.S. generally accepted accounting principles~~	~~RCC~~	~~renal cell carcinoma~~
~~GTN~~	~~gross-to-net~~	~~REMS~~	~~risk evaluation and mitigation strategy~~
~~HCC~~	~~hepatocellular carcinoma~~	Sanofi	Sanofi S.A.
~~HCM~~FL	~~hypertrophic cardiomyopathy~~follicular lymphoma	sBLA	supplemental Biologics License Application
~~HIV~~GAAP	~~human immunodeficiency viruses~~generally accepted accounting principles	sNDA	supplemental New Drug Application
GTN	gross-to-net	SEC	U.S. Securities and Exchange Commission
IOHCC	~~immuno-oncology~~hepatocellular carcinoma	~~SLE~~SPC	~~Systemic Lupus Erythematosus~~Supplementary Protection Certificate
HCM	hypertrophic cardiomyopathy	SRT	septal reduction therapy
Immatics	Immatics Biotechnologies GmbH.	Takeda	Takeda Pharmaceutical Company Limited
IPRD	in-process research and development	Turning Point	Turning Point Therapeutics, Inc.
IRA	Inflation Reduction Act of 2022	UC	ulcerative colitis
IRS	Internal Revenue Service	UCUK	~~ulcerative colitis~~United Kingdom
JIA	juvenile idiopathic arthritis	U.S.	United States
Juno	Juno Therapeutics, Inc.	UKUSPTO	~~United Kingdom~~U.S. Patent and Trademark Office
~~LIBOR~~LAG-3	~~London Interbank Offered Rate~~lymphocyte activation gene-3	VAT	value added tax
LOE	loss of exclusivity

5652

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:	July 27, ~~2022~~2023	By:	/s/ Giovanni Caforio, M.D.
			Giovanni Caforio, M.D. Chairman of the Board and Chief Executive Officer

Date:	July 27, ~~2022~~2023	By:	/s/ David V. Elkins
			David V. Elkins Chief Financial Officer

5753


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


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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
EARNINGS	EARNINGS	2022		2021		2022		2021		EARNINGS	2023		2022		2023		2022
Net product sales	Net product sales	$	11,485	$	11,405	$	22,793	$	22,203	Net product sales	$	10,917	$	11,485	$	21,965	$	22,793
Alliance and other revenues	Alliance and other revenues	402		298		742		573		Alliance and other revenues	309		402		598		742
Total Revenues	Total Revenues	11,887		11,703		23,535		22,776		Total Revenues	11,226		11,887		22,563		23,535

Cost of products sold(a)	Cost of products sold(a)	2,720		2,452		5,191		5,293		Cost of products sold(a)	2,876		2,720		5,442		5,191
Marketing, selling and administrative	Marketing, selling and administrative	1,787		1,882		3,618		3,548		Marketing, selling and administrative	1,934		1,787		3,696		3,618
Research and development	Research and development	2,321		2,478		4,581		4,697		Research and development	2,258		2,321		4,579		4,581
Acquired IPRD	Acquired IPRD	400		793		733		799		Acquired IPRD	158		400		233		733
Amortization of acquired intangible assets	Amortization of acquired intangible assets	2,417		2,547		4,834		5,060		Amortization of acquired intangible assets	2,257		2,417		4,513		4,834
Other (income)/expense, net	Other (income)/expense, net	284		(2)		933		(704)		Other (income)/expense, net	(116)		284		(529)		933
Total Expenses	Total Expenses	9,929		10,150		19,890		18,693		Total Expenses	9,367		9,929		17,934		19,890

Earnings Before Income Taxes		1,958		1,553		3,645		4,083
Provision for Income Taxes		529		492		933		993
Net Earnings		1,429		1,061		2,712		3,090
Noncontrolling Interest		8		6		13		14
Net Earnings Attributable to BMS		$	1,421	$	1,055	$	2,699	$	3,076
Earnings before income taxes										Earnings before income taxes	1,859		1,958		4,629		3,645
Income tax (benefit)/provision										Income tax (benefit)/provision	(218)		529		285		933
Net earnings										Net earnings	2,077		1,429		4,344		2,712
Noncontrolling interest										Noncontrolling interest	4		8		9		13
Net earnings attributable to BMS										Net earnings attributable to BMS	$	2,073	$	1,421	$	4,335	$	2,699

Earnings per Common Share
Earnings per common share:										Earnings per common share:
Basic	Basic	$	0.67	$	0.47	$	1.26	$	1.38	Basic	$	0.99	$	0.67	$	2.07	$	1.26
Diluted	Diluted	0.66		0.47		1.25		1.36		Diluted	0.99		0.66		2.06		1.25


	Three Months Ended June 30,				Six Months Ended June 30,
COMPREHENSIVE INCOME	2022		2021		2022		2021
Net Earnings	$	1,429	$	1,061	$	2,712	$	3,090
Other Comprehensive Income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	301		6		332		286
Pension and postretirement benefits	25		15		46		38
Marketable debt securities	(1)		(2)		(2)		(4)
Foreign currency translation	(88)		7		(100)		1
Total Other Comprehensive Income	237		26		276		321

Comprehensive Income	1,666		1,087		2,988		3,411
Comprehensive Income Attributable to Noncontrolling Interest	8		6		13		14
Comprehensive Income Attributable to BMS	$	1,658	$	1,081	$	2,975	$	3,397


	Three Months Ended June 30,				Six Months Ended June 30,
COMPREHENSIVE INCOME	2023		2022		2023		2022
Net earnings	$	2,077	$	1,429	$	4,344	$	2,712
Other comprehensive income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	3		301		(121)		332
Pension and postretirement benefits	(11)		25		(11)		46
Marketable debt securities	—		(1)		—		(2)
Foreign currency translation	(11)		(88)		26		(100)
Total Other comprehensive (loss)/income	(19)		237		(106)		276

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



PART I—FINANCIAL INFORMATION

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

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations			3332

Item 3.
Quantitative and Qualitative Disclosure About Market Risk			5349

Item 4.
Controls and Procedures			5350

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings			5350

Item 1A.
Risk Factors			5350

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			5450

Item 5.
Other Information			50

Item 6.
Exhibits			5551

Summary of Abbreviated Terms			5652
Signatures			5753


ASSETS	ASSETS	June 30, 2022		December 31, 2021		ASSETS	June 30, 2023		December 31, 2022
Current Assets:
Current assets:						Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	10,750	$	13,979	Cash and cash equivalents	$	8,372	$	9,123
Marketable debt securities	Marketable debt securities	2,478		2,987		Marketable debt securities	358		130
Receivables	Receivables	9,054		9,369		Receivables	10,112		9,886
Inventories	Inventories	2,142		2,095		Inventories	2,364		2,339
Other current assets	Other current assets	5,762		4,832		Other current assets	6,868		5,795
Total Current Assets		30,186		33,262
Total Current assets						Total Current assets	28,074		27,273
Property, plant and equipment	Property, plant and equipment	5,970		6,049		Property, plant and equipment	6,355		6,255
Goodwill	Goodwill	20,446		20,502		Goodwill	21,163		21,149
Other intangible assets	Other intangible assets	37,690		42,527		Other intangible assets	31,303		35,859
Deferred income taxes	Deferred income taxes	1,337		1,439		Deferred income taxes	1,572		1,344

Other non-current assets	Other non-current assets	4,728		5,535		Other non-current assets	5,022		4,940
Total Assets	Total Assets	$	100,357	$	109,314	Total Assets	$	93,489	$	96,820

LIABILITIES	LIABILITIES					LIABILITIES
Current Liabilities:
Current liabilities:						Current liabilities:
Short-term debt obligations	Short-term debt obligations	$	4,953	$	4,948	Short-term debt obligations	$	3,020	$	4,264
Accounts payable	Accounts payable	2,882		2,949		Accounts payable	3,069		3,040
Other current liabilities	Other current liabilities	13,080		13,971		Other current liabilities	14,061		14,586
Total Current Liabilities		20,915		21,868
Total Current liabilities						Total Current liabilities	20,150		21,890
Deferred income taxes	Deferred income taxes	3,034		4,501		Deferred income taxes	751		2,166
Long-term debt	Long-term debt	37,107		39,605		Long-term debt	34,656		35,056
Other non-current liabilities	Other non-current liabilities	6,640		7,334		Other non-current liabilities	5,902		6,590
Total Liabilities	Total Liabilities	67,696		73,308		Total Liabilities	61,459		65,702

Commitments and contingencies
Commitments and Contingencies						Commitments and Contingencies

EQUITY	EQUITY					EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
BMS Shareholders’ equity:						BMS Shareholders’ equity:
Preferred stock	Preferred stock	—		—		Preferred stock	—		—
Common stock	Common stock	292		292		Common stock	292		292
Capital in excess of par value of stock	Capital in excess of par value of stock	44,375		44,361		Capital in excess of par value of stock	45,299		45,165
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(992)		(1,268)		Accumulated other comprehensive loss	(1,387)		(1,281)
Retained earnings	Retained earnings	24,217		23,820		Retained earnings	27,449		25,503
Less cost of treasury stock	Less cost of treasury stock	(35,292)		(31,259)		Less cost of treasury stock	(39,680)		(38,618)
Total Bristol-Myers Squibb Company Shareholders’ Equity		32,600		35,946
Total BMS Shareholders’ equity						Total BMS Shareholders’ equity	31,973		31,061
Noncontrolling interest	Noncontrolling interest	61		60		Noncontrolling interest	57		57
Total Equity	Total Equity	32,661		36,006		Total Equity	32,030		31,118
Total Liabilities and Equity	Total Liabilities and Equity	$	100,357	$	109,314	Total Liabilities and Equity	$	93,489	$	96,820


	Three Months Ended June 30,
	Net Proceeds(a)				Divestiture Gains				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	185	$	132	$	—	$	—	$	(220)	$	(152)



Mature Products and Other	3		70		—		(11)		(1)		—
Total	$	188	$	202	$	—	$	(11)	$	(221)	$	(152)


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

		Six Months Ended June 30, 2022													Six Months Ended June 30,
		Net Proceeds(a)				Divestiture Gains				Royalty Income					Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	Dollars in Millions	2022		2021		2022		2021		2022		2021		Dollars in Millions	2023		2022		2023		2022		2023		2022
Diabetes Business		$	357	$	296	$	—	$	—	$	(390)	$	(286)

Mature Products and Other		228		86		(211)		(11)		(2)		(1)
Diabetes business - royalties														Diabetes business - royalties	$	401	$	357	$	—	$	—	$	(406)	$	(390)
Mature products and other (a)														Mature products and other (a)	7		228		—		(211)		—		(2)
Total	Total	$	585	$	382	$	(211)	$	(11)	$	(392)	$	(287)	Total	$	408	$	585	$	—	$	(211)	$	(406)	$	(392)


	Three Months Ended June 30,				Six Months Ended June 30,
Amounts in Millions, Except Per Share Data	2022		2021		2022		2021
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 – Basic	2,133		2,227		2,140		2,232
Incremental Shares Attributable to Share-Based Compensation Plans	16		25		17		26
Weighted-Average Common Shares Outstanding – Diluted	2,149		2,252		2,157		2,258

Earnings per Common Share
Basic	$	0.67	$	0.47	$	1.26	$	1.38
Diluted	0.66		0.47		1.25		1.36


		June 30, 2022						December 31, 2021							June 30, 2023						December 31, 2022
Dollars in Millions		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents - money market and other securities		$	—	$	7,708	$	—	$	—	$	12,225	$	—
Marketable debt securities:
Dollars in millions														Dollars in millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents														Cash and cash equivalents
Money market and other securities														Money market and other securities	$	—	$	6,644	$	—	$	—	$	7,770	$	—
Marketable debt securities														Marketable debt securities
Certificates of deposit	Certificates of deposit	—		2,022		—		—		2,264		—		Certificates of deposit	—		358		—		—		32		—
Commercial paper	Commercial paper	—		316		—		—		320		—		Commercial paper	—		—		—		—		98		—
Corporate debt securities		—		140		—		—		403		—
Derivative assets	Derivative assets	—		609		8		—		206		12		Derivative assets	—		357		—		—		305		—
Equity investments	Equity investments	497		556		—		1,910		109		—		Equity investments	336		512		—		424		680		—
Derivative liabilities	Derivative liabilities	—		17		—		—		25		—		Derivative liabilities	—		180		—		—		213		—
Contingent consideration liability:
Contingent consideration liability														Contingent consideration liability
Contingent value rights	Contingent value rights	6		—		—		8		—		—		Contingent value rights	5		—		—		5		—		—
Other acquisition related contingent consideration	Other acquisition related contingent consideration	—		—		33		—		—		35		Other acquisition related contingent consideration	—		—		9		—		—		24


	June 30, 2022								December 31, 2021
	Asset(a)				Liability(b)				Asset(a)				Liability(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	—	$	—	$	255	$	(9)	$	255	$	10	$	—	$	—
Cross-currency interest rate swap contracts	686		77		—		—		600		26		—		—
Foreign currency forward contracts	7,625		524		540		(5)		3,587		161		1,814		(20)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	623		8		522		(3)		883		9		568		(5)

Other	—		8		—		—		—		12		—		—


	Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	—	$	(7)	$	—	$	(18)

Cross-currency interest rate swap contracts	—		(4)		—		(8)
Foreign currency forward contracts	(131)		(18)		(213)		(75)


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


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

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


~~Dollars in Millions~~
~~Principal Value:~~
~~2.950% Notes due 2032~~	~~1,750~~
~~3.550% Notes due 2042~~	~~1,250~~
~~3.700% Notes due 2052~~	~~2,000~~
~~3.900% Notes due 2062~~	~~1,000~~
~~Total~~	$	~~6,000~~


Dollars in Millions	Estimated Useful Lives	June 30, 2022		December 31, 2021
Goodwill		$	20,446	$	20,502

Other intangible assets:
Licenses	5 – 15 years	307		307
Acquired marketed product rights	3 – 15 years	60,477		60,454
Capitalized software	3 – 10 years	1,581		1,499
IPRD		3,710		3,750
Gross other intangible assets		66,075		66,010
Less accumulated amortization		(28,385)		(23,483)
Other intangible assets		$	37,690	$	42,527


Dollars in millions
Balance at December 31, 2022	$	21,149

Currency translation and other adjustments	14
Balance at June 30, 2023	$	21,163


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


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

Restricted stock units	Restricted stock units	8.0	$	63.81	Restricted stock units	9.0	$	60.59
Market share units	Market share units	1.0	60.74		Market share units	1.0	58.18
Performance share units	Performance share units	1.4	66.76		Performance share units	1.5	64.18


Dollars in Millions		Stock Options		Restricted Stock Units		Market Share Units		Performance Share Units
Dollars in millions										Dollars in millions	Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	Unrecognized compensation cost	$	1	$	919	$	76	$	132	Unrecognized compensation cost	$	1,031	$	80	$	144
Expected weighted-average period in years of compensation cost to be recognized	Expected weighted-average period in years of compensation cost to be recognized	0.3		3.1		3.2		2.0		Expected weighted-average period in years of compensation cost to be recognized	3.0		3.1		2.0