Product Revenues

Three Months Ended March 31,
Dollars in Millions 2020 2019 % Change
Prioritized Brands
Revlimid $ 2,915
$ —
N/A
U.S. 1,966
—
N/A
Non-U.S. 949
—
N/A

Eliquis 2,641
1,925
37 %
U.S. 1,777
1,206
47 %
Non-U.S. 864
719
20 %

Opdivo 1,766
1,801
(2 )%
U.S. 1,008
1,124
(10 )%
Non-U.S. 758
677
12 %

Orencia 714
640
12 %
U.S. 500
449
11 %
Non-U.S. 214
191
12 %

Pomalyst/Imnovid 713
—
N/A
U.S. 489
—
N/A
Non-U.S. 224
—
N/A

Sprycel 521
459
14 %
U.S. 300
240
25 %
Non-U.S. 221
219
1 %

Yervoy 396
384
3 %
U.S. 257
275
(7 )%
Non-U.S. 139
109
28 %

Abraxane 300
—
N/A
U.S. 205
—
N/A
Non-U.S. 95
—
N/A

Empliciti 97
83
17 %
U.S. 59
58
2 %
Non-U.S. 38
25
52 %

Reblozyl 8
—
N/A
U.S. 8
—
N/A
Non-U.S. —
—
N/A

Inrebic 12
—
N/A
U.S. 12
—
N/A
Non-U.S. —
—
N/A


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2020		2019		% Change		2020		2019		% Change
Prioritized Brands
Revlimid	$	3,027	$	—	N/A		$	8,826	$	—	N/A
U.S.	2,080		—		N/A		6,094		—		N/A
Non-U.S.	947		—		N/A		2,732		—		N/A

Eliquis	2,095		1,928		9	%	6,899		5,895		17	%
U.S.	1,118		1,124		(1)	%	4,258		3,599		18	%
Non-U.S.	977		804		22	%	2,641		2,296		15	%

Opdivo	1,780		1,817		(2)	%	5,199		5,441		(4)	%
U.S.	1,018		1,088		(6)	%	2,982		3,324		(10)	%
Non-U.S.	762		729		5	%	2,217		2,117		5	%

Orencia	826		767		8	%	2,290		2,185		5	%
U.S.	588		554		6	%	1,642		1,569		5	%
Non-U.S.	238		213		12	%	648		616		5	%

Pomalyst/Imnovid	777		—		N/A		2,235		—		N/A
U.S.	548		—		N/A		1,559		—		N/A
Non-U.S.	229		—		N/A		676		—		N/A

Sprycel	544		558		(3)	%	1,576		1,561		1	%
U.S.	336		325		3	%	944		872		8	%
Non-U.S.	208		233		(11)	%	632		689		(8)	%

Yervoy	446		353		26	%	1,211		1,104		10	%
U.S.	309		222		39	%	820		750		9	%
Non-U.S.	137		131		5	%	391		354		10	%

Abraxane	342		—		N/A		950		—		N/A
U.S.	236		—		N/A		659		—		N/A
Non-U.S.	106		—		N/A		291		—		N/A

Empliciti	96		89		8	%	290		263		10	%
U.S.	59		62		(5)	%	177		183		(3)	%
Non-U.S.	37		27		37	%	113		80		41	%

Reblozyl	96		—		N/A		159		—		N/A
U.S.	92		—		N/A		155		—		N/A
Non-U.S.	4		—		N/A		4		—		N/A

Inrebic	13		—		N/A		40		—		N/A
U.S.	13		—		N/A		40		—		N/A
Non-U.S.	—		—		N/A		—		—		N/A

Zeposia	2		—		N/A		3		—		N/A
U.S.	2		—		N/A		3		—		N/A
Non-U.S.	—		—		N/A		—		—		N/A

Onureg	3		—		N/A		3		—		N/A
U.S.	3		—		N/A		3		—		N/A
Non-U.S.	—		—		N/A		—		—		N/A


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2020	2019	% Change		2020	2019	% Change
Established Brands
Baraclude	100	145	(31)	%	343	433	(21)	%
U.S.	3	2	50	%	9	16	(44)	%
Non-U.S.	97	143	(32)	%	334	417	(20)	%

Vidaza	106	—	N/A		390	—	N/A
U.S.	—	—	N/A		2	—	N/A
Non-U.S.	106	—	N/A		388	—	N/A

Other Brands(a)	287	350	(18)	%	1,036	1,318	(21)	%
U.S.	137	95	44	%	448	275	63	%
Non-U.S.	150	255	(41)	%	588	1,043	(44)	%

Total Revenues	10,540	6,007	75	%	31,450	18,200	73	%
U.S.	6,542	3,472	88	%	19,795	10,588	87	%
Non-U.S.	3,998	2,535	58	%	11,655	7,612	53	%

(a) Includes BMS and Celgene products in 2020.

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

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

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

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


~~(a)~~	~~Includes BMS and Celgene products in 2020.~~

Revlimid (lenalidomide) — an oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma. Revlimid as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant.

Eliquis (apixaban) — an oral Factor Xa inhibitor targeted at stroke prevention in adult patients with NVAF and the prevention and treatment of VTE disorders.

•U.S. revenues decreased 1% in the third quarter 2020 with the comparable prior year period due to higher demand offset by lower average net selling prices of approximately 22%. The lower average net selling price is primarily due to the increase in the Medicare Part D coverage gap per patient in 2020, and, to a lesser extent, unfavorable channel mix and higher contractual rebates. A majority of Eliquis patients enter the coverage gap during the third and fourth quarters each year. As a result, the expansion of the coverage gap had a significant negative impact in the third quarter and is expected to continue in the fourth quarter.

U.S. revenues increased 18% year-to-date due to higher demand, ~~and the change in buying patterns resulting from the COVID-19 pandemic,~~ partially offset by ~~higher rebates and discounts.~~lower average net selling prices of approximately 8%.

•International revenues increased by 22% in the third quarter 2020 and 15% year-to-date due to higher demand, ~~and the change in buying patterns resulting from the COVID-19 pandemic.~~partially offset by lower average net selling prices. Excluding foreign exchange impacts, revenues increased by ~~23%~~18% in the ~~first quarter.~~third quarter 2020 and 15% year-to-date.

Opdivo (nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells that has been approved for several anti-cancer indications including bladder, blood, colon, head and neck, kidney, liver, lung, melanoma and stomach and continues to be investigated across other tumor types and disease areas.

•

~~U.S. revenues decreased due to the smaller previously-treated advanced lung cancer market and increased competition for~~

•U.S. revenues decreased 6% in the third quarter 2020 and 10% year-to-date due to the smaller previously-treated advanced lung cancer market, lower demand from COVID-19 (primarily lower new patient starts and patient visits) and increased competition in the adjuvant melanoma indication, partially offset by higher demand due to the launch of the Opdivo+Yervoy combinations in NSCLC.

•~~Opdivo~~+~~Yervoy~~ ~~combination in kidney cancer.~~

International revenues increased 5% in the third quarter 2020 and year-to-date due to higher demand as a result of ~~approvals for~~ additional ~~indications and~~indication launches in new ~~countries.~~countries, partially offset by foreign exchange. Excluding foreign exchange impacts, revenues increased by ~~17%~~6% in the ~~first quarter.~~third quarter 2020 and 9% year-to-date.

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

•U.S. revenues increased 6% and 5% in the third quarter 2020 and year-to-date, respectively, due to higher ~~demand and higher average net selling prices.~~demand.

•International revenues increased 12% and 5% in the third quarter 2020 and year-to-date, respectively, due to higher demand. Excluding foreign exchange impacts, international revenue increased by ~~16%~~13% in the ~~first quarter.~~third quarter 2020 and 7% year-to-date.

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

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

•U.S. revenues increased 3% in the third quarter 2020 and 8% year-to-date due to ~~higher demand, the change in buying patterns resulting from the COVID-19 pandemic and~~ higher average net selling ~~prices.~~prices and higher demand.

•International revenues decreased 11% in the third quarter 2020 and 8% year-to-date due lower demand as a result increased ~~due to the change in buying patterns resulting from the COVID-19 pandemic, offset by unfavorable~~generic competition and foreign exchange. Excluding foreign exchange ~~impacts.~~impact, revenues decreased 11% in the third quarter 2020 and decreased by 6% year-to-date.

Yervoy (ipilimumab) — a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma.


•	~~U.S. revenues decreased~~ •U.S. revenues increased 39% in the third quarter 2020 and 9% year-to-date primarily due to the launch of the Opdivo+Yervoy combination for NSCLC, partially offset by increased competition for the Opdivo+Yervoy combination for kidney cancer. •~~Opdivo~~+~~Yervoy~~ ~~combination for kidney cancer.~~

International revenues increased 5% in the third quarter 2020 and 10% year-to-date due to higher demand as a result of ~~approvals for~~ additional ~~indications and~~indication launches primarily in ~~Europe.~~Europe, partially offset by lower average net selling prices. Excluding foreign exchange impacts, revenues increased by ~~32%~~4% in the ~~first quarter.~~third quarter 2020 and 13% year-to-date.

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

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

~~International revenues increased due to higher demand.~~

~~Inrebic~~ ~~(fedratinib) — an oral kinase inhibitor with activity against wild type and mutationally activated JAK2 and FLT3. In August 2019, the FDA approved~~ ~~Inrebic~~ ~~for the treatment of adult patients with intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis.~~

Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in adult patients with beta thalassemia who require regular red blood cell transfusions and anemia failing an erythropoiesis stimulating agent in adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require RBC transfusions. ~~In November 2019, the FDA approved~~ Reblozyl MDS indication was launched in April 2020.

Inrebic (fedratinib) — an oral kinase inhibitor with activity against wild type and mutationally activated JAK2 and FLT3 and is indicated for the treatment of ~~anemia in~~ adult patients with ~~beta thalassemia who require red blood cell transfusions. In April 2020, the FDA approved~~intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis. ~~Reblozyl~~Inrebic was launched in August 2019.

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

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

Baraclude (entecavir) — an oral antiviral agent for the treatment of chronic hepatitis B.

•International revenues decreased due to lower average net selling prices resulting from generic competition.

Vidaza (azacitidine for injection) — is a pyrimidine nucleoside analog that has been shown to reverse the effects of deoxyribonucleic acid hypermethylation and promote subsequent gene re-expression and is indicated for treatment of patients with the following myelodysplastic syndrome subtypes: refractory anemia or refractory anemia with ringed sideroblasts (if accompanied by neutropenia or thrombocytopenia or requiring transfusions), refractory anemia with excess blasts, refractory anemia with excess blasts in transformation, and CML.

Other Brands — includes Sustiva, Reyataz, Daklinza and all other products that lost exclusivity in major markets, OTC brands and royalty revenue.

•U.S. revenues include ~~$103~~$68 million and $237 million from Celgene products in ~~2020.~~the third quarter 2020 and year-to-date, respectively.

•International revenues decreased primarily due to divestiture of the UPSA business and certain other brands and continued generic erosion.

Estimated End-User Demand

Pursuant to the SEC Consent Order described in our 2019 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We are obligated to disclose products with levels of inventory in excess of one month on hand or expected demand, subject to a de minimis exception. Estimated levels of inventory in the distribution channel in excess of one month on hand ~~for the following products~~ were not material to our results of operations as of the dates indicated. ~~Below are international products that~~

Onureg had ~~estimated levels of inventory in the distribution channel in excess of one month on hand at December 31, 2019.~~

~~Perfalgan, an analgesic product, had 3.2 months of inventory on hand internationally at direct customers compared to 2.6~~2.5 months of inventory on hand at September 30, ~~2019. The level of inventory on hand was primarily~~2020 in the ~~Gulf Countries due~~U.S. to ~~extended delivery lead time.~~support the product launch. The inventory is expected to be worked down as demand increases post launch.

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which account for approximately 75% of total gross sales of U.S. products. Factors that may influence our estimates include generic competition, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

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

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business for the quarter ended ~~March 31,~~September 30, 2020 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to a de minimis exception, in ~~the~~our next ~~quarterly report~~Annual Report on Form ~~10-Q.~~10-K.

Expenses


	Three Months Ended March 31,								Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2020		2019			% Change		Dollars in Millions	2020		2019		% Change		2020		2019		% Change
Cost of products sold^(a)	$	3,662	$	1,824		**		Cost of products sold(a)	$	2,502	$	1,790	40	%	$	8,863	$	5,586	59	%
Marketing, selling and administrative	1,606		1,006			60	%	Marketing, selling and administrative	1,706		1,055		62	%	4,940		3,137		57	%
Research and development	2,372		1,348			76	%	Research and development	2,499		1,378		81	%	7,393		4,051		82	%
Amortization of acquired intangible assets	2,282		24			**		Amortization of acquired intangible assets	2,491		25		**		7,162		73		**
Other expense/(income), net	1,163		(261		)	**
Other (income)/expense, net								Other (income)/expense, net	(915)		410		**		(488)		249		**
Total Expenses	$	11,085	$	3,941		**		Total Expenses	$	8,283	$	4,658	78	%	$	27,870	$	13,096	**

** In excess of +/- 100%.

(a) Excludes amortization of acquired intangible assets.

•

~~Cost of products sold increased by approximately $1.8 billion due to unwinding of inventory fair value adjustments of $1.4~~

Cost of Products Sold

•Cost of products sold increased by $712 million in the third quarter 2020 and $3.3 billion year-to-date, primarily due to unwinding of inventory fair value adjustments ($456 million in the third quarter 2020 and $2.6 billion year-to-date), higher royalties and Eliquis profit sharing ($79 million in the third quarter 2020 and $496 million year-to-date) and Celgene product costs (approximately $100 million in the third quarter 2020 and $300 million year-to-date). Year-to-date 2019 was impacted by an impairment charge of $113 million for a manufacturing and packaging facility.

Marketing, Selling and Administrative

•~~Eliquis~~ ~~profit sharing of $376 million and Celgene product costs.~~

Marketing, selling and administrative expenses increased by ~~approximately $600~~$651 million in the third quarter 2020 and $1.8 billion year-to-date, primarily due to costs associated with the broader portfolio resulting from the Celgene ~~acquisition.~~acquisition (approximately $500 million in the third quarter 2020 and $1.7 billion year-to-date).

Research and Development

•Research and development expense increased by ~~approximately $1.0~~$1.1 billion in the third quarter 2020 and $3.3 billion year-to-date, primarily due to costs associated with the broader portfolio resulting from the Celgene ~~acquisition.~~acquisition (approximately $900 million in the third quarter 2020 and $2.8 billion year-to-date, excluding the bluebird collaboration charge) license and asset acquisition charges of $203 million in the third quarter 2020 and $528 million year-to-date relating to Nektar, Cormorant, Forbius and bluebird.


•	Amortization ~~of acquired intangible assets increased by $2.3 billion in 2020 as a result~~ of Acquired Intangible Assets •Amortization of acquired intangible assets increased by $2.5 billion in the third quarter 2020 and $7.1 billion year-to-date, due to Revlimid, Pomalyst/Imnovid and other marketed product rights obtained in the Celgene acquisition.

Other ~~expense/~~(Income)/Expense, Net

•Other (income),/expense, net changed by ~~$1.4~~$1.3 billion in the third quarter 2020 and $737 million year-to-date, primarily due to ~~higher interest, restructuring, integration expenses and~~ fair value adjustments to equity investments and contingent value rights ~~as summarized~~in 2020 and pension settlement charges in 2019, partially offset by divestiture gains in 2019 and other items discussed below.


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2020		2019		2020		2019
Interest expense	$	346	$	209	$	1,065	$	377
Pension and postretirement	—		1,537		(6)		1,607
Royalties and licensing income	(403)		(356)		(1,124)		(967)
Divestiture losses/(gains)	1		(1,179)		(6)		(1,171)
Acquisition expenses	—		7		—		475
Contingent consideration	(988)		—		(597)		—
Investment income	(13)		(173)		(99)		(348)
Integration expenses	195		96		535		224
Provision for restructuring	176		10		451		32
Equity investment (gains)/losses	(244)		261		(724)		15
Litigation and other settlements	10		(1)		41		—
Transition and other service fees	(18)		(7)		(129)		(11)
Intangible asset impairment	—		—		21		15
Reversion excise tax	—		—		76		—

Other	23		6		8		1
Other (income)/expense, net	$	(915)	$	410	$	(488)	$	249

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

•Interest expense ~~includes interest incurred primarily on the approximately~~increased due to $19.0 billion of notes issued in May 2019 and ~~approximately~~ $19.9 billion of Celgene debt assumed in the acquisition. ~~Interest expense was partially offset by $41 million of amortization of the purchase price adjustment attributed to Celgene's debt.~~

•Pension and postretirement includes ~~the interest cost, expected return on plan assets and amortization components of the net periodic benefit cost (credit) as well as net charges for settlements, curtailments and~~a special termination benefits charge of ~~$49 million~~$1.5 billion in ~~2019.~~

•

~~Royalties and licensing income primarily includes diabetes royalties of $127 million in 2020 and $165 million in 2019,~~ Keytruda* ~~royalties of $161 million in 2020 and $120 million in 2019, regulatory milestone of $40 million from Biohaven following the regulatory approval of~~ Nurtec* ODT (rimegepant) and $30 million from ViiV following the acceptance of two regulatory filings in 2020 and out-licensing income of $30 million from Boehringer Ingelheim for the exclusive rights to develop and commercialize BMS's TREM-1 program.

~~Divestiture gains include a $12 million gain related~~the third quarter 2019 relating to the termination of ~~our U.S.~~the Bristol-Myers Squibb Retirement Income Plan.

•Royalties and ~~Puerto Rico partnership with Sanofi~~licensing income includes diabetes business royalties, Keytruda* royalties, up-front and milestone licensing fees for products that have not obtained commercial approval. Refer to “Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for further information.

•Divestiture losses/(gains) includes a $1.2 billion gain on sale of the UPSA business in the ~~first~~third quarter ~~of 2020.~~2019.

•Acquisition expenses include the following items related to the Celgene transaction in 2019: (1) upfront bridge facility commitment fee, ~~of $67 million,~~ (2) acquisition financing hedge losses ~~of $35 million~~ and (3) financial advisory, legal, proxy filing and other regulatory ~~fees of $63 million.~~fees.

•Contingent consideration primarily includes fair value adjustments ~~of $585 million~~ resulting from ~~an increase~~the reduction in the traded price of contingent value rights issued with the Celgene ~~acquisition, partially offset by $29 million of other fair value adjustments on contingent considerations assumed in the Celgene~~ acquisition.

•Integration expenses include consulting fees incurred in connection with Celgene integration activities.

•Provision for restructuring includes exit ~~costs primarily related to employee termination benefits~~ and ~~contract terminations. Restructuring charges~~other costs related to the Celgene transaction were $150 million in 2020, including $18 million of accelerated vesting of Celgene equity awards. Restructuring charges related to the prior company transformation initiatives were $10 million in 2020 and $12 million in 2019.transaction. Refer to “Item 1. Financial Statements—Note 6. Restructuring” for further information.

•Equity investment ~~losses/~~(gains)/losses includes fair value ~~adjustments. The~~adjustments on equity investments that have readily determinable fair value ofand observable price changes on equity investments ~~with or~~ without readily determinable fair values in 2020 were significantly impacted by changes in market conditions primarily caused by the COVID-19 pandemic resulting in downward adjustments of $674 million, partially offset by observable upward adjustments of $335 million including $253 million attributedvalues. Refer to ~~our investment in Acceleron Pharma, Inc. In addition, $80 million~~“Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for more information. Our share of income from equity method investments was $30 million in the third quarter 2020. A termination fee related to ~~the termination of~~ our Europe and Asia partnership with Sanofi of $80 million was in the first quarter 2019.


•Transition and other service fees primarily includes Otezla* divestiture related fees in 2020. •	~~Transition and other service fees include fees of $52 million in the first quarter of 2020 resulting from the divestiture of~~ Otezla*.

Reversion excise tax resulted from the transfer of the retiree medical plan assets back to the Company. Refer to “Item 1. Financial Statements—Note 16. Retirement Benefits” for further information.

Income Taxes


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions	2020			2019			2020			2019
Earnings Before Income Taxes	$	2,257		$	1,349		$	3,580		$	5,104
Provision/(Benefit) for Income Taxes	379			(17)			2,548			584
Effective Tax Rate	16.8		%	(1.3)		%	71.2		%	11.4		%

Impact of Specified Items	(0.3)		%	(13.1)		%	55.5		%	(3.6)		%
Effective Tax Rate Excluding Specified Items	17.1		%	11.8		%	15.7		%	15.0		%

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

Impact of Specified Items (168.0 )% (1.2 )%
Effective Tax Rate Excluding Specified Items 16.0 % 14.5 %

The tax impact attributed to specified items was primarily due to ~~non-deductible contingent value rights charges, valuation allowance on equity investment fair value adjustments and~~ low jurisdictional tax rates attributed to inventory and intangible asset purchase price adjustments and non-taxable fair value adjustments to contingent value rights in the ~~three~~current periods. The nine months ended ~~March 31, 2020.~~September 30, 2020 also includes an $853 million deferred tax charge resulting from an internal transfer of certain intangible assets to the U.S. and an additional $266 million GILTI tax charge upon finalization of the Otezla* divestiture tax consequences with tax authorities. Jurisdictional tax rates and other tax impacts attributed to pension settlement charges, gain on sale of the UPSA business divestiture and other specified items decreased the effective tax rate in the prior periods. The effective tax rate excluding specified items increased by ~~1.4% primarily~~5.3% in the third quarter 2020 and 0.7% year-to-date due to tax reserve releases of $81 million in the ~~recognition~~third quarter 2019 and changes in the estimated annual effective tax rates resulting primarily from jurisdictional earnings mix. The third quarters 2020 and 2019 each included other favorable discrete tax adjustments of approximately $70 million upon finalization of prior ~~period~~year tax ~~credits in 2019.~~returns and the impact of the Swiss tax reform (2019 only). Refer to “Item 1. Financial Statements—Note 7. Income Taxes” for additional ~~information on the tax impact of specified items.~~information.

Non-GAAP Financial Measures

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

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

Amortization of acquired intangible assets were previously included in non-GAAP earnings and EPS information. These amounts have become significant to the financial results subsequent to the Celgene acquisition and as a result, have been excluded in the non-GAAP results to better reflect our core operating performance. Comparable prior period non-GAAP results have not been revised to include this adjustment as the related amounts were insignificant ($2425 million and $73 million for the three and nine months ended ~~March 31, 2019)~~September 30, 2019, respectively).

Specified items were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2020		2019		2020		2019
Inventory purchase price accounting adjustments	$	456	$	—	$	2,590	$	—
Employee compensation charges	—		—		3		—
Site exit and other costs	3		22		32		173
Cost of products sold	459		22		2,625		173

Employee compensation charges	7		—		34		—
Site exit and other costs	(1)		—		4		1
Marketing, selling and administrative	6		—		38		1

License and asset acquisition charges	203		—		528		25
IPRD impairments	—		—		—		32
Inventory purchase price accounting adjustments	8		—		25		—
Employee compensation charges	8		—		41		—
Site exit and other costs	4		20		99		58
Research and development	223		20		693		115

Amortization of acquired intangible assets	2,491		—		7,162		—

Interest expense(a)	(40)		166		(122)		249
Pension and postretirement	—		1,545		—		1,638
Royalties and licensing income	(53)		(9)		(154)		(9)
Divestiture losses/(gains)	1		(1,179)		(6)		(1,171)
Acquisition expenses	—		7		—		475
Contingent consideration	(988)		—		(597)		—
Investment income	—		(99)		—		(153)
Integration expenses	195		96		535		224
Provision for restructuring	176		10		451		32
Equity investment (gains)/losses	(214)		261		(693)		15



Reversion excise tax	—		—		76		—

Other (income)/expense, net	(923)		798		(510)		1,300

Increase to pretax income	2,256		840		10,008		1,589

Income taxes on items above	(405)		(275)		(699)		(423)
Income taxes attributed to Otezla* divestiture	11		—		266		—
Income taxes attributed to internal transfer of intangible assets	—		—		853		—

Income taxes	(394)		(275)		420		(423)

Increase to net earnings	$	1,862	$	565	$	10,428	$	1,166

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

Three Months Ended March 31,
Dollars in Millions 2020 2019
Inventory purchase price accounting adjustments $ 1,420
$ —
Employee compensation charges 2
—
Site exit and other costs 16
12
Cost of products sold 1,438
12

Employee compensation charges 15
—
Site exit and other costs 6
1
Marketing, selling and administrative 21
1

License and asset acquisition charges 25
—
IPRD impairments —
32
Inventory purchase price accounting adjustments 17
—
Employee compensation charges 18
—
Site exit and other costs 56
19
Research and development 116
51

Amortization of acquired intangible assets 2,282
—

Interest expense^(a)
(41 ) —
Pension and postretirement —
49
Royalties and licensing income (83 ) —
Divestiture gains (16 ) —
Acquisition expenses —
165
Contingent consideration 556
—
Integration expenses 174
22
Provision for restructuring 160
12
Equity investment losses/(gains) 339
(175 )
Reversion excise tax 76
—
Other expense/(income), net 1,165
73

Increase to pretax income 5,022
137

Income taxes on items above (291 ) (43 )

Increase to net earnings $ 4,731
$ 94


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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions, except per share data	2020		2019		2020		2019
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – GAAP	$	1,872	$	1,353	$	1,012	$	4,495
Specified Items	1,862		565		10,428		1,166
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAP	$	3,734	$	1,918	$	11,440	$	5,661



Weighted-Average Common Shares Outstanding – Diluted	2,290		1,634		2,295		1,636

Diluted Earnings Per Share Attributable to BMS – GAAP	$	0.82	$	0.83	$	0.44	$	2.75
Diluted EPS Attributable to Specified Items	0.81		0.34		4.54		0.71
Diluted EPS Attributable to BMS – Non-GAAP	$	1.63	$	1.17	$	4.98	$	3.46

Three Months Ended March 31,
Dollars in Millions, except per share data 2020 2019
Net (Loss)/Earnings Attributable to BMS Used for Diluted EPS Calculation – GAAP $ (775 ) $ 1,710
Specified Items 4,731
94
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAP $ 3,956
$ 1,804

Weighted-Average Common Shares Outstanding – Diluted – GAAP 2,258
1,637
Incremental Shares Attributable to Share-Based Compensation Plans 40
—
Weighted-Average Common Shares Outstanding – Diluted 2,298
1,637

Diluted (Loss)/Earnings Per Share Attributable to BMS – GAAP $ (0.34 ) $ 1.04
Diluted EPS Attributable to Specified Items 2.06
0.06
Diluted EPS Attributable to BMS – Non-GAAP $ 1.72
$ 1.10

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:


Dollars in Millions	September 30, 2020		December 31, 2019
Cash and cash equivalents	$	19,435	$	12,346
Marketable debt securities – current	1,720		3,047
Marketable debt securities – non-current	495		767
Total cash, cash equivalents and marketable debt securities	21,650		16,160
Short-term debt obligations	(3,585)		(3,346)
Long-term debt	(41,364)		(43,387)
Net debt position	$	(23,299)	$	(30,573)

Our net debt position was reduced by $7.3 billion primarily due to operating cash flow of $10.4 billion, partially offset by dividend payments of $3.1 billion.

Dollars in Millions March 31,
2020 December 31,
2019
Cash and cash equivalents $ 15,817
$ 12,346
Marketable debt securities – current 2,505
3,047
Marketable debt securities – non-current 651
767
Total cash, cash equivalents and marketable debt securities 18,973
16,160
Short-term debt obligations (3,862 ) (3,346 )
Long-term debt (42,844 ) (43,387 )
Net debt position $ (27,733 ) $ (30,573 )

We assess our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. We also evaluate our capital structure to ensure financial risks are efficiently managed, adequate liquidity access and lower cost of capital, which may lead to the repurchase of common stock, debt securities and ~~contingent value rights~~CVRs issued in connection with the Celgene transaction prior to maturity or the issuance of additional debt securities. We believe that our existing cash, cash equivalents and marketable debt securities together with cash generated from operations and, if required, from the issuance of commercial paper will be sufficient to satisfy our anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, restructuring ~~initiations,~~initiatives, business development, deemed repatriation transition tax, ~~and~~ approximately ~~$9.5~~$8.0 billion of debt maturing through 2022 and ~~contingent value right payments~~CVRs issued in connection with the Celgene transaction of approximately $6.8 billion in 2021.

~~During~~ We expect to fund the ~~first quarter 2020,~~planned MyoKardia transaction through a combination of cash ~~cash equivalents~~on hand from our operations and, ~~marketable debt securities held in the U.S. increased by approximately $700 million~~subject to approximately $14.3 billion. Our long-term debt obligations due over the next five years of approximately $17.1 billion are expected to be funded by cash generated from operating activities and our ability to refinance debt. We continue to make capital expendituresmarket conditions, net proceeds received in connection with ~~our expansion of our manufacturing capabilities and other facility-related activities.~~a future debt issuance.

We have a share repurchase program authorized by our Board of Directors allowing for repurchases of our shares. The specific timing and number of shares repurchased will be determined by our management at its discretion and will vary based on market conditions, securities law limitations and other factors. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. The repurchases may be effected through a combination of one or more open market repurchases, privately negotiated transactions, transactions structured through investment banking institutions and other derivative transactions, ~~including through transactions in compliance with~~relying on Rule 10b-18 and Rule 10b5-1 under the Exchange ~~Act and Rule 10b5-1 trading plans.~~Act. The remaining share repurchase authority authorization under the program was $1.0 billion as of December 31, 2019. Our Board of Directors approved an increase of $5.0 billion to the share repurchase authorization for our common stock in February 2020, increasing the total outstanding share repurchase authorization to approximately $6.0 billion. We repurchased 1.4 million shares of our common stock for $81 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2020, reducing the remaining share repurchase capacity under the share repurchase program to approximately $5.9 billion as of ~~March 31,~~September 30, 2020. In the second quarter of 2020, the ASR agreements that we executed in the fourth quarter of 2019 to repurchase an aggregate $7 billion of common stock were settled. Refer to “Item 1. Financial Statements—Note 15. Equity” for additional information.

Dividend payments were ~~$1.0~~$3.1 billion in the ~~three~~nine months ended ~~March 31,~~September 30, 2020. Dividends declared per common share were ~~$0.45~~$1.35 in the ~~three~~nine months ended ~~March 31,~~September 30, 2020. Dividend decisions are made on a quarterly basis by our Board of Directors.

Annual capital expenditures were approximately $800 million in 2019 and are expected to be approximately ~~$900~~$800 million in 2020 and $1.3 billion in 2021. ~~Dividend decisions are made on a quarterly basis by~~We continue to make capital expenditures in connection with the expansion of our ~~Board of Directors.~~manufacturing capabilities, research and development and other facility-related activities.

Under our commercial paper program, we may issue a maximum of $5$5.0 billion unsecured notes that have maturities of not more than 366 days from the date of issuance. There were no commercial paper borrowings outstanding as of ~~March 31,~~September 30, 2020.

As of ~~March 31,~~September 30, 2020, we had four revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in January 2021, a $1.0 billion facility expiring in January 2022 and two five-year $1.5 billion facilities that were extended to September 2023 and July 2024, respectively. The facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. Our $1.0 billion facility and our two $1.5 billion revolving facilities are extendable annually by one year on the anniversary date with the consent of the lenders. ~~Our 364-day $2.0 billion facility can be renewed for one year on each anniversary date, subject to certain terms and conditions.~~ No borrowings were outstanding under revolving credit facilities at ~~March 31,~~September 30, 2020 and December 31, 2019.

In November 2020 we entered into a $4.0 billion delayed draw term loan credit agreement consisting of a $2.0 billion 364-day tranche and a $2.0 billion two-year tranche. The term facility provides for customary terms and conditions with no financial covenants and may be used for general corporate purposes. Any unused credit expires on April 9, 2021. No borrowings were outstanding under the term loan as of November 4, 2020.

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

Credit Ratings

~~BMS's~~Our current long-term and short-term credit ratings assigned by ~~Moody's~~Moody’s Investors Service are A2 and Prime-1, respectively, with a negative long-term credit outlook, and ~~BMS's~~our current long-term and short-term credit ratings assigned by Standard & ~~Poor's~~Poor’s are A+ and A-1+, ~~respectively.~~respectively with a negative long-term credit outlook. The long-term ratings reflect the ~~agencies'~~agencies’ opinion that we have a low default risk but are somewhat susceptible to adverse effects of changes in circumstances and economic conditions. The short-term ratings reflect the ~~agencies'~~agencies’ opinion that we have good to extremely strong capacity for timely repayment. We do not expect that the additional debt that we may incur in connection with the pending MyoKardia acquisition or the potential payment of cash to holders of the CVRs issued in connection with the Celgene transaction will result in a downgrade to our credit ratings below an investment grade level and we do not expect that any potential change of our credit rating as result of such actions to impact our ability to access short-term or long-term financing. However, we cannot guarantee the future actions of Moody’s and/or Standard & Poor’s. Any credit rating downgrade may affect the interest rate of any debt we may incur, the fair market value of existing debt and our ability to access the capital markets generally.

Cash Flows

The following is a discussion of cash flow activities:


	Nine Months Ended September 30,
Dollars in Millions	2020		2019
Cash flow provided by/(used in):
Operating activities	$	10,382	$	6,029
Investing activities	1,268		2,266
Financing activities	(4,634)		15,298

Three Months Ended March 31,
Dollars in Millions 2020 2019
Cash flow provided by/(used in):
Operating activities $ 3,894
$ 1,390
Investing activities 653
1,060
Financing activities (1,054 ) (2,029 )

Operating Activities

Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting net earnings for noncontrolling interest, non-cash operating items, gains and losses attributed to investing and financing activities and changes in operating assets and liabilities resulting from timing differences between the receipts and payments of cash and when the transactions are recognized in our results of operations. As a result, changes in cash from operating activities reflect the timing of cash collections from customers and alliance partners; payments to suppliers, alliance partners and employees; customer discounts and rebates; and tax payments in the ordinary course of business. For example, annual employee bonuses are typically paid in the first quarter of the subsequent year. In addition, cash collections continue to be impacted by longer payment terms for certain biologic products in the U.S., primarily our newer oncology products including Opdivo, Yervoy and Empliciti (75 days in 2020 and 90 days in 2019). The longer payment terms are used to more closely align with the insurance reimbursement timing for physicians and cancer centers following administration to the patients.

The ~~$2.5~~$4.4 billion change in cash flow from operating activities compared to 2019 was primarily attributable to higher cash collections and timing of payments in the ordinary course of business of approximately ~~$2.9~~$7.1 billion ~~including $2.5 billion~~(primarily relating to ~~Celgene,~~Celgene) and reversion of retirement medical plan assets of approximately $300 million (net of excise taxes), partially offset by higher ~~interest~~income tax payments of $2.1 billion and restructuring, integration and collaboration payments of approximately ~~$400~~$900 million in ~~connection with the issuance of notes in May 2019 and debt assumed in connection with the Celgene acquisition.~~2020.

Investing Activities

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

The ~~$407 million~~$1.0 billion change in cash flow from investing activities compared to 2019 was primarily attributable to ~~a change~~lower business divestiture proceeds of approximately $1.7 billion primarily due to the sale of the UPSA business in 2019, partially offset by changes in the amount of marketable debt securities ~~held.~~held of $900 million.

Financing Activities

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

The ~~$1.0~~$19.9 billion change in cash flow from financing activities compared to 2019 was primarily due to ~~debt maturities~~lower net borrowing activity of ~~$1.3~~$18.8 billion primarily resulting from the issuance of notes in 2019 to fund the acquisition of Celgene and higher dividend payments of approximately $1.0 billion in ~~the first quarter of 2019, partially offset by higher dividend payments.~~2020.

Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage ~~pipeline:~~

pipeline since the start of the third quarter:



Product	Indication	Date	Developments



~~Revlimid~~Opdivo	~~Lymphoma~~Bladder	~~February~~September 2020	~~Received supplemental Japan NDA approval for~~Announced that CheckMate-274, a pivotal Phase III trial evaluating ~~Revlimid~~Opdivo after surgery in ~~relapsed or refractory follicular lymphoma~~patients with high-risk, muscle-invasive urothelial carcinoma, met its primary endpoints of improving disease-free survival versus placebo in both all randomized patients and ~~marginal zone lymphoma.~~in patients whose tumor cells express PD-L1 ≥1%.

Gastric and Esophageal Cancers	October 2020			Announced that the CHMP of the EMA has recommended approval of Opdivo for the treatment of adults with unresectable advanced, recurrent or metastatic ESCC after prior fluoropyrimidine- and platinum-based combination chemotherapy.

	~~Opdivo~~	~~CRC~~	~~February~~September 2020	Ono, our alliance partner for Opdivo in Japan, announced that ~~Japan's MHLW approved~~ ~~Opdivo~~ ~~for~~ the ~~treatment of patients with MSI-H unresectable advanced or recurrent CRC that has progressed following chemotherapy. The approval was based on the the result~~results from ~~Opdivo~~ ~~monotherapy cohort of a multi-center, open-label~~ Phase ~~II CheckMate-142~~II/III clinical study ~~conducted by BMS,~~ evaluating Opdivo in ~~patients with HSI-H or mismatch repair deficient recurrent or metastatic CRC that has progressed on or after, or been intolerant of prior treatment~~combination with chemotherapy ~~including fluoropyrimidine anticancer drugs.~~
		~~ESCC~~	~~February 2020~~	~~Announced that Japan’s MHLW approved~~ ~~Opdivo~~ ~~for the treatment of~~versus placebo in combination with chemotherapy in patients with unresectable advanced or recurrent ~~ESCC~~gastric cancer who are negative for human epidermal growth factor receptor 2, and previously untreated with the first-line therapy in Japan, South Korea and Taiwan that ~~has progressed following chemotherapy.~~the Opdivo combination group demonstrated a statistically significant improvement in one of the two primary endpoints of progression-free survival, but did not show a statistically significant improvement in overall survival, the other primary endpoint versus control combination group.
August 2020		Announced that CheckMate-649, a pivotal Phase III trial evaluating Opdivo plus chemotherapy compared to chemotherapy alone as a first-line treatment for metastatic gastric cancer, gastroesophageal junction cancer or esophageal adenocarcinoma, met both primary endpoints of overall survival at a pre-specified interim analysis and progression-free survival at final analysis in patients whose tumors express PD-L1 with a combined positive score ≥ 5. The ~~approval~~overall survival benefit was ~~based on~~also observed in the all-randomized population.
August 2020		Announced that the Phase III ~~ATTRACTION-3~~CheckMate-577 trial ~~conducted by Ono in collaboration with BMS, which evaluated~~evaluating Opdivo ~~versus chemotherapy (docetaxel or paclitaxel)~~as an adjuvant therapy for ~~the treatment of~~ patients with ~~unresectable advanced~~resected esophageal or ~~recurrent ESCC refractory or intolerant to combination therapy with fluoropyrimidine and platinum-based drugs.~~gastroesophageal junction cancer met its primary endpoint of disease-free survival at a pre-specified interim analysis.
~~Gastric~~NSCLC		~~March~~October 2020			~~Received NMPA approval for~~ ~~Opdivo~~ ~~in 3L gastric cancer in China. The approval was supported by~~Announced that the ~~ONO-4538-12~~ Phase III ~~study.~~CheckMate-816 trial met a primary endpoint of pathologic complete response in resectable NSCLC.
		~~NSCLC~~			~~February~~August 2020	Ono, our alliance partner for Opdivo in Japan, announced top-line results from the ~~submission~~Phase III clinical study TASUKI-52 evaluating Opdivo in combination with bevacizumab and chemotherapy versus placebo in combination with bevacizumab and chemotherapy in chemotherapy-naive patients with stage IIIB/IV or recurrent non-squamous NSCLC. The Opdivo combination group demonstrated a statistically significant improvement in the primary endpoint of progression-free survival in a ~~supplemental application in Japan~~pre-specified interim analysis.
RCC		October 2020			Announced with Exelixis, that the FDA has accepted the sBLA and sNDA for Opdivo in combination with Cabometyx* for patients with advanced RCC. The FDA granted Priority Review to both applications and assigned a PDUFA goal date of February 20, 2021.


Product			Indication			Date			Developments


Opdivo+Yervoy	CRC			September 2020	Ono, our alliance partner for Opdivo in Japan announced that the companies received approval for combination therapy of Opdivo and Yervoy in Japan to expand the combination use for the treatment of microsatellite instability high unresectable advanced or recurrent ~~NSCLC, in combination treatment with platinum-doublet~~CRC that has progressed following chemotherapy, for a partial change in approved items of the manufacturing and marketing approval.
	RCC			~~April~~September 2020	~~Announced with Exelixis, that CheckMate-9ER, a pivotal Phase III trial evaluating~~ ~~Opdivo~~ ~~in combination with~~ ~~Cabometyx~~* compared to sunitinib in previously untreated advanced or metastatic RCC, met its primary endpoint of progression-free survival at final analysis, as well as the secondary endpoints of overall survival at a pre-specified interim analysis, and objective response rate.
	~~February 2020~~	Announced five-year follow-up results from the Phase III CheckMate-025 study, which continue to demonstrate that treatment with Opdivo delivers superior overall survival and objective response rates in patients with previously treated advanced or metastatic RCC compared to those treated with everolimus.
	~~Ovarian Cancer~~	~~January 2020~~	~~Ono, our alliance partner for~~ ~~Opdivo~~ ~~in Japan, announced that~~ ~~Opdivo~~ did not demonstrate a significant improvement in overall survival, a primary endpoint, versus chemotherapy in patients with platinum-refractory advanced or recurrent ovarian cancer in the final analysis of a multi-center, randomized, open-label Phase III clinical study (ONO-4538-23) conducted in Japan.



~~Product~~	~~Indication~~	~~Date~~	~~Developments~~



~~Opdivo+Yervoy~~	~~HCC~~	~~March 2020~~	Announced that more than half of advanced RCC patients treated with the Opdivo plus Yervoy combination were alive after four years across the entire study population of the Phase III CheckMate-214 clinical trial, with the combination continuing to show superior, long-term overall survival and durable responses compared to sunitinib.
	NSCLC			September 2020			Announced that the CHMP of the EMA recommending approval of Opdivo ~~1mg/kg~~ plus Yervoy ~~3 mg/kg (injections for intravenous use) was approved by the~~ combined with two cycles of chemotherapy as first-line treatment of metastatic NSCLC in adults whose tumors have no sensitizing EGFR mutation or ALK translocation.
	MPM			October 2020			FDA ~~to treat HCC in patients who have been previously treated with sorafenib. Approval for this indication has been granted under accelerated~~ approval ~~based on overall response rate and duration~~ of ~~response seen in the~~ Opdivo+Yervoy ~~cohort~~for the first-line treatment of ~~the Phase I/II CheckMate-040 trial. Continued~~adult patients with unresectable MPM. This approval ~~for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials.~~
				~~MPM~~	~~April 2020~~	~~Announced that CheckMate-743, a pivotal Phase III trial evaluating~~ ~~Opdivo~~ ~~in combination with~~ ~~Yervoy~~ ~~in previously untreated MPM met its primary endpoint of overall survival. Based~~is based on a pre-specified interim analysis ~~conducted by~~from the ~~independent Data Monitoring Committee,~~Phase III CheckMate-743 trial in which Opdivo ~~in combination with~~ +Yervoy ~~resulted in a statistically significant and clinically meaningful improvement in~~demonstrated superior overall survival ~~compared to chemotherapy (pemetrexed and cisplatin or carboplatin).~~versus the platinum-based standard of care chemotherapy.
				~~NSCLC~~			~~April~~October 2020	~~Announced that the FDA accepted our sBLA for~~ ~~Opdivo+Yervoy~~, administered concomitantly with a limited course of chemotherapy, for the first-line treatment of patients with metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations. This application is based on data from Phase III CheckMate-9LA trial evaluating ~~Opdivo+Yervoy~~ combined with chemotherapy compared to chemotherapy alone as a first-line treatment in patients with metastatic NSCLC regardless of PD-L1 expression and histology. The FDA granted the application Priority Review with a PDUFA goal date of August 6, 2020, in addition to granting Fast Track designation.
	~~April 2020~~	~~Announced the EMA validated a type II variation application for~~ ~~Opdivo+Yervoy, combined with limited chemotherapy, for the first-line treatment of patients with metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations.~~
	~~March 2020~~	Ono, our alliance partner for Opdivo in Japan announced that the companies have submitted a supplemental ~~application~~applications in Japan for ~~combination therapy of~~ ~~Opdivo+~~Opdivo and Yervoy, in combination treatment ~~with a limited cycle of platinum-doublet chemotherapy,~~ to expand the use for first-line treatment of unresectable advanced or recurrent ~~NSCLC,~~MPM, for a partial change in ~~approved~~aprpoved items of the manufacturing and marketing ~~approval in Japan. This application is based on data from Phase III CheckMate-9LA trial evaluating~~ ~~Opdivo+Yervoy~~ ~~combined with chemotherapy compared to chemotherapy alone as a first-line treatment in patients with metastatic NSCLC regardless of PD-L1 expression and histology.~~approval.
	~~January~~September 2020			~~Announced voluntary withdrawal of the Company's application in the EU for the combination of~~ ~~Opdivo~~ ~~and~~ ~~Yervoy~~ for the treatment of advanced NSCLC based on data from CheckMate-227. The application was originally filed in 2018 for patients with first-line NSCLC who have tumor mutational burden ≥10 mutations/megabase, based on the final analysis of progression-free survival, a co-primary endpoint in the trial. The application was subsequently amended to include the statistically significant result of overall survival, a co-primary endpoint, from CheckMate-227 Part 1a evaluating ~~Opdivo~~+~~Yervoy~~ ~~versus chemotherapy in patients whose tumors expressed PD-L1 ≥1%.~~ Though the CHMP acknowledged the integrity of the patient level data, the CHMP determined a full assessment of the application was not possible following multiple protocol changes the company made in response to rapidly evolving science and data. The company has no plans to refile this application in the EU.
~~January 2020~~	Announced that the ~~FDA accepted our sBLA~~EMA validated the type II variation application for Opdivo ~~in combination with~~plus Yervoy for ~~the first-line~~ treatment of patients with ~~metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations. This application is based on data from Part 1 of~~previously untreated, unresectable MPM.
Melanoma			October 2020			Announced results for the co-primary endpoint for CheckMate-915, a randomized Phase ~~3 CheckMate -227 trial~~III study evaluating Opdivo plus Yervoy versus ~~chemotherapy~~Opdivo for patients who have had a complete surgical removal of stage IIIb/c/d or stage IV melanoma. The addition of Yervoy to Opdivo in ~~patients with previously untreated NSCLC,~~this trial did not result in ~~which the dual immunotherapy combination demonstrated~~a statistically significant improvement in ~~overall~~recurrence-free survival ~~versus chemotherapy alone. The FDA granted~~in the ~~application Priority Review with a PDUFA goal date of May 15, 2020.~~all-comer (intent-to-treat) population.

~~RCC~~	~~February~~
Zeposia			RMS			September 2020			Announced ~~updated~~interim results from the Phase III ~~CheckMate-214 study evaluating~~open-label extension trial DAYBREAK, demonstrating the ~~combination~~long-term efficacy and safety profile of ~~Opdivo+Yervoy~~Zeposia ~~versus sunitinib~~ in patients with RMS. The trial included 2,494 patients who had previously ~~untreated advanced~~completed a Phase I, II or ~~metastatic RCC. With a minimum follow-up of 42 months, the combination of~~III ~~Opdivo+Yervoy~~Zeposia ~~continues to show superior overall survival, objective response rates, duration~~clinical trial and who had an average treatment time of ~~response and complete response rates. The safety profile for~~ ~~Opdivo+Yervoy~~ ~~was consistent with prior findings~~35.4 months while in DAYBREAK and no new safety ~~signals or drug-related death occurred~~concerns emerged with ~~extended follow-up. The data were presented at the American Society~~long-term use of ~~Clinical Oncology 2020 Genitourinary Cancers Symposium in San Francisco.~~Zeposia.



~~Orencia~~Onureg	RAAML	~~February~~September 2020	~~Ono, our alliance partner for~~ ~~Orencia~~ ~~in Japan, announced that the Companies have received an~~Announced FDA approval of “~~Orencia~~Onureg (azacitidine) for ~~Intravenous Infusion 250mg,” “Orencia~~ ~~for Subcutaneous Injection 125mg Syringe 1mL”~~the continued treatment of adult patients with AML who achieved first complete remission or complete remission with incomplete blood count recovery following intensive induction chemotherapy and “~~Orencia~~ ~~for Subcutaneous Injection 125mg Auto-injector 1mL” (“Orencia~~”)who are not able to include the description of “prevention of the structural damage of the joints” in the currently approved indication of RA for a partial change in approved items of the manufacturing and marketing approval in Japan.complete intensive curative therapy.



~~Empliciti+Revlimid~~liso-cel	~~Multiple Myeloma~~Lymphoma	~~March~~July 2020	~~Announced topline results from the Phase III ELOQUENT-1 trial evaluating the combination of~~ ~~Empliciti~~ ~~plus~~ ~~Revlimid~~ ~~and dexamethasone, versus~~ ~~Revlimid~~ ~~and dexamethasone alone, in patients with newly diagnosed, previously untreated multiple myeloma who are transplant ineligible. At final analysis, the addition of~~ ~~Empliciti~~ ~~did not show a statistically significant improvement in progression-free survival, the study’s primary endpoint.~~



~~Product~~	~~Indication~~	~~Date~~	~~Developments~~



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



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



~~liso-cel~~	~~Lymphoma~~	~~May 2020~~	~~Announced that the FDA has extended the PDUFA date by three months for the BLA for lisocabtagene maraleucel (liso-cel), a~~investigational CD19-directed CAR T cell therapy, for the treatment of adults with relapsed or refractory diffuse large B-cell lymphoma, primary mediastinal B-cell lymphoma and follicular lymphoma grade 3B after at least two prior therapies. ~~The new PDUFA date set by the FDA is November 16, 2020.~~



ide-cel; bb2121	Multiple Myeloma	~~March~~September 2020	Announced ~~the submission of BLA to~~with bluebird bio that the FDA has accepted for ~~idecabtagene vicleucel (ide-cel; bb2121),~~Priority Review the ~~company's lead investigational BCMA-directed CAR T-cell immunotherapy,~~BLA for ide-cel for the treatment of adult patients with multiple myeloma who have received at least three prior therapies, including an immunomodulatory agent, a proteasome inhibitor and an anti-CD38 antibody.



~~CC-486~~	~~AML~~	~~May 2020~~	~~Announced that the~~ The FDA has accepted our NDA for CC-486, an investigational oral hypomethylating agent, for the maintenance treatment of adult patients with AML, who achieved complete remission or complete remission with incomplete blood count recovery, following induction therapy with or without consolidation treatment, and who are not candidates for, or who choose not to proceed to, hematopoietic stem cell transplantation. The new drug application submission was based on the efficacy and safety results of the pivotal Phase III QUAZAR AML-001 study, which met the primary endpoint of improved overall survival for patients receiving AML maintenance treatment with CC-486 versus placebo. The FDA granted the application Priority Review and set a PDUFA goal date of ~~September 3, 2020.~~March 27, 2021.


Deucravacitinib (BMS-986165)			Plaque Psoriasis			November 2020			Announced results from Phase III POETYK PSO-1 trial evaluating deucravacitinib (BMS-986165), a novel, oral, selective tyrosine kinase 2 inhibitor, for the treatment of patients with moderate to severe plaque psoriasis. POETYK PSO-1 evaluated 6 mg of deucravacitinib once daily and met both co-primary endpoints versus placebo, with more patients achieving Psoriasis Area and Severity Index (PASI) 75, defined as at least a 75 percent improvement in PASI, and a static Physician’s Global Assessment (sPGA) score of clear or almost clear (sPGA 0/1) after 16 weeks of treatment with deucravacitinib. The trial also met multiple key secondary endpoints, including showing deucravacitinib was superior to Otezla* in the proportion of patients reaching a PASI 75 response and sPGA 0/1 at Week 16. The overall safety profile of deucravacitinib in the POETYK PSO-1 trial was consistent with previously reported Phase II results.


Idhifa			AML			August 2020			Announced that the Phase III IDHENTIFY study evaluating Idhifa plus best supportive care (BSC) versus conventional care regimens, which include BSC only, azacitidine plus BSC, low-dose cytarabine plus BSC or intermediate-dose cytarabine plus BSC, did not meet the primary endpoint of overall survival in patients with relapsed or refractory AML with an isocitrate dehydrogenase-2 mutation.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Form 10-K. There have been no material changes to our critical accounting policies during the ~~three~~nine months ended ~~March 31,~~September 30, 2020. For information regarding the impact of recently adopted accounting standards, refer to “Item 1. Financial Statements—Note.1 Basis of Presentation and Recently Issued Accounting Standards.”

Special Note Regarding Forward-Looking Statements

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

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our 2019 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 ~~March 31,~~September 30, 2020, such disclosure controls and procedures are effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~March 31,~~September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in “Item 1. Financial Statements—Note 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 2019 Form 10-K ~~except~~and the Company’s Quarterly Report on Form 10-Q for the ~~addition of the following risk factors related to the COVID-19 pandemic:~~quarterly period ended June 30, 2020, except as described below.

The COVID-19 pandemic is affecting our business and could have a material adverse effect on us.

The COVID-19 pandemic is affecting how we operate our business. We currently assume that the peak impact of the COVID-19 crisis on our business ~~occurs~~occurred in the second quarter of 2020, with ~~a return to a more stable business environment~~recovery beginning in the third quarter of 2020 and minimal impact in the fourth quarter of 2020 and beyond. If the negative impact from the COVID-19 pandemic extends beyond our assumed timelines, our results may be worse than expected. The full extent of the impact will depend on future developments, such as the ultimate duration and the severity of the spread of COVID-19 in the U.S. and globally, the effectiveness of federal, state, local and foreign governments’ mitigation actions, the pandemic’s impact on the U.S. and global economies, as well as factors affecting healthcare and the delivery of medicines to patients, including but not limited to those discussed above under "Part I—Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 and Market Factors", and how quickly we can return to more normal operations, among other things.

Although we currently do not anticipate any disruption to the supply of our medicines to patients, it is possible that we could experience manufacturing or supply issues due to COVID-19 in the future, which would increase the negative impact on our business and results of operations. In addition, if a natural disaster or other potentially disruptive event occurs on top of the current pandemic, it could deplete our safety stock levels and we could experience a manufacturing, supply or ~~supply~~distribution issue.

We have ~~suspended~~started to re-engage in-person interactions by our customer-facing (field) personnel in health care settings ~~and moved to a remote engagement model~~ in the U.S. and a number of other markets. ~~We have also delayed the launch~~If we determine that it is no longer safe to engage in these in-person interactions, we will likely return to a remote model of ~~certain newly approved products and may delay future expected launches as well. It is possible that these actions~~engagement. This transition could have a ~~greater~~ negative impact on our ~~business than currently expected.~~business. It is also possible that there could be a longer-lasting shift in interactions between field personnel and health care professionals that we have not anticipated, which could have a negative impact on our business and results of operations.

~~We are experiencing~~Although we have restarted clinical development activities, we continue to experience delays in the initiation and enrollment of patients in our clinical trials. We may not be able to fully mitigate these delays, which could negatively impact the timing of our pipeline development programs and expected future revenues and/or cash flows. In addition, we could experience additional delays or difficulties enrolling patients in clinical trials and/or delays or difficulties with our ongoing, fully enrolled clinical trials, which could further negatively impact the timing of our pipeline development programs and expected future revenues and/or cash flows. A prolonged clinical trial delay could potentially have a significant negative effect on our business, particularly if new competitive products enter the market or clinical trial results for our competitors’ products affect the value proposition for our product. Any such delays or difficulties in clinical development could also potentially lead to a material impairment of our intangible assets, including the approximately $64 billion of intangible assets we obtained through the Celgene transaction. In addition, although research and early development activities performed in laboratories have ~~been temporarily~~resumed, they were suspended for a period of time, which ~~is having a negative impact on~~negatively impacted the advancement of early pipeline assets. We have plans to mitigate this impact, but if we are not be able to fully mitigate it, the breadth of our future pipeline opportunities could be adversely affected.

We cannot predict or reasonably estimate the impact of any potential long-term changes to the healthcare industry from COVID-19. For example, there is potential for a shift in the U.S. payer channel mix due to changes in patient coverage from the current economic crisis, but we are not able to ~~quantify~~reliably estimate what the impact would be on our results of ~~operations.~~operations given the highly variable and uncertain situation. It is also possible that changes in the healthcare system could impose additional burdens on clinical trials, which could increase the costs of sponsoring clinical trials or lead to additional delays or difficulties with completing clinical trials. We may also experience additional pricing pressures and/or increased governmental regulation.

We could face additional risk from the impact of COVID-19 on our suppliers, vendors, outsourcing partners, alliance partners and other third parties that we rely on to research, develop, manufacture, commercialize, co-promote and sell our products, manage certain marketing, selling, human resource, finance, IT and other business unit and functional services. For example, if any of our third-party providers suffer from limited solvency because of the pandemic, it could negatively impact our operating model and our business. It is not possible to estimate the potential impact at this time.

The ~~strengthening U.S. dollar is having a negative impact on our International revenues as translated~~COVID-19 pandemic has increased the volatility of the financial markets, foreign currency exchanges and interest rates. Although we incurred downward adjustments to ~~U.S. dollars, and lower interest rates are reducing our interest income. Stock market declines are also negatively impacting the value of~~ our equity ~~investments.~~investment fair values in the first quarter of 2020, the fair values have subsequently recovered. If the U.S. dollar continues to strengthen, interest rates continue to decline, and/or stock markets continue to decline, we could see a further reduction in revenues or other income or additional charges to our equity investments, which could have a negative impact on our earnings and cash flows.

We are facing and could ~~also~~continue to face potential other negative consequences stemming from the COVID-19 pandemic, including but not limited to increased cyber ~~incidents~~threats to us and our third-party vendors such as phishing, social engineering and malware attacks, delays in planned integration milestones and ability to collect our receivables. It is possible that COVID-19 could exacerbate any of the other risks described in our ~~Annual Report on~~2019 Form 10-K ~~for the year ended December 31, 2019~~ as well.

At this time, we cannot predict the full extent of the negative impact that the COVID-19 pandemic will have on our business, financial condition, results of operations and/or cash flows.

It is possible that the COVID-19 pandemic could delay the timing of the FDA’s approval decisions for liso-cel and ide-cel, which could have a material adverse effect on ~~our contingent value rights (CVRs).~~the CVRs that we issued in connection with the Celgene transaction.

We have submitted BLAs for liso-cel and ide-cel, the two remaining assets underlying ~~our~~the CVRs that we issued in connection with the Celgene transaction (the third CVR asset, Zeposia (ozanimod), was approved earlier this year). These applications are under review by the FDA. Liso-cel has a PDUFA date of November 16, ~~2020. We do not yet have~~2020 and ide-cel has a PDUFA date ~~for ide-cel, but we expect an approval decision by~~of March ~~31, 2021, which is the time period specified within the CVR Agreement.~~27, 2021. It is possible that COVID-19 could impact FDA operations, including the ability for the FDA to conduct on-site inspections, such that the review of either or both of these CVR assets could be delayed. Any delay in the timing of approval could reduce the resale price of the CVRs. If there is a significant delay that extends the FDA’s review period beyond December 31, 2020 for liso-cel or March 31, 2021 for ide-cel, then no payment will be made under the CVRs and the CVRs will expire without value.

U.S. executive orders on biopharmaceutical pricing and other potential initiatives by the U.S. federal government to implement measures to regulate drug pricing in the future could adversely affect our business.

In July and September, the U.S. federal government issued several executive orders regarding U.S. drug prices and payment for pharmaceutical products, described in greater detail in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Economic and Market Factors,” which have the potential to significantly impact our ability to discover, develop and deliver medicines for patients across the globe.

While we are unable to predict how or when the executive orders might ultimately be enacted and implemented, the orders, if implemented, would adversely affect our business and results of operations. Even if the executive orders are not finalized in their current form, the U.S. federal government could introduce initiatives similar to the executive orders as well as other initiatives to manage drug utilization and contain costs. Such initiatives could have a material adverse effect on our business and results of operations, particularly to extent the initiatives are not offset by greater demand, increased patient access to health care or other items. See “Item 1A. Risk Factors—Increased pricing pressure and other restrictions in the U.S. and abroad from MCOs, institutional purchasers and government agencies and programs, among others, continue to negatively affect our revenues and profit margins” in our 2019 Form 10-K for more information on the impact on the Company of increasing pricing pressures from market access, pharmaceutical pricing controls and discounting and other restrictions in the U.S., the EU and other regions around the world.

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 ~~March 31,~~September 30, 2020:


Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in Millions, Except Per Share Data








July 1 to 31, 2020	263,458	$	59.03	—	$	5,919
August 1 to 31, 2020	98,881	60.18		—	5,919
September 1 to 30, 2020	76,308	61.05		—	5,919
Three months ended September 30, 2020	438,647			—

Period
Total Number of Shares Purchased^(a)

Average Price Paid per Share^(a)

Total Number of Shares Purchased as Part of Publicly Announced Programs^(b)

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs^(b)
Dollars in Millions, Except Per Share Data
January 1 to 31, 2020 1,462,609
$ 66.64
—
$ 1,000
February 1 to 29, 2020 559,236
62.39
—
6,000
March 1 to 31, 2020 2,891,728
57.56
1,413,647
5,919
Three months ended March 31, 2020 4,913,573
1,413,647


~~(a)~~	(a)Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to ~~the Company to satisfy tax-withholding obligations in connection with the vesting of awards under our long-term incentive program.~~

~~(b)~~

In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock and in June 2012 increased its authorization for the repurchase of our common stock by an additional $3.0 billion. In October 2016, the Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of our common stock and in November 2019 further increased its authorization for the repurchase of our common stock by approximately $7.0 billion. In February 2020, the Board of Directors approved an increase of $5.0 billion to the total outstanding share repurchase authorization. The remaining share repurchase capacity under the program was approximately $5.9 billion as of March 31, 2020. The share repurchase program does not have an expiration date. Refer to “Item 1. Financial Statements—Note 15. Equity” for information on the share repurchase program.

~~Item 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~

~~The Annual Meeting of~~ the Company to satisfy tax-withholding obligations in connection with the vesting of awards under our long-term incentive program.

(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock and in June 2012 increased its authorization for the repurchase of our common stock by an additional $3.0 billion. In October 2016, the Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of our common stock and in November 2019 further increased its authorization for the repurchase of our common stock by approximately $7.0 billion. In February 2020, the Board of Directors approved an increase of $5.0 billion to the total outstanding share repurchase authorization. The remaining share repurchase capacity under the program was ~~held on May 5,~~approximately $5.9 billion as of September 30, 2020.

~~Shareholders voted~~ The share repurchase program does not have an expiration date. Refer to “Item 1. Financial Statements—Note 15. Equity” for information on the ~~matters set forth below.~~

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

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

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

For Against Abstain Broker Non-Vote
1,488,216,779 108,570,439 7,644,510 342,470,123

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

For Against Abstain
1,884,281,232 52,808,475 9,812,144

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

For Against Abstain Broker Non-Vote
710,926,387 883,136,445 10,368,896 342,470,123

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

For Against Abstain Broker Non-Vote
693,125,224 900,453,724 10,852,780 342,470,123

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, Inc.;~~ ~~Avapro/Avalide~~ ~~(known in the EU as~~ ~~Aprovel/Karvea) and~~ ~~Plavix~~ ~~are trademarks of Sanofi;~~ ~~Byetta~~ ~~is a trademark of Amylin Pharmaceuticals, LLC;~~ ~~Cabometyx~~ ~~is a trademark of Exelixis, Inc.;~~ ~~Erbitux~~ ~~is a trademark of ImClone LLC;~~ ~~Onglyza~~ ~~is a trademark of AstraZeneca AB;~~ ~~Gleevec~~ ~~is a trademark of Novartis International AG;~~ ~~Keytruda~~ ~~is a trademark of Merck Sharp & Dohme Corp;~~ ~~Nurtec~~ ~~is a trademark of Biohaven Pharmaceutical Holding Company Ltd.;~~ ~~Otezla~~ ~~is a trademark of Amgen 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.~~

* 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, Inc.; Avapro/Avalide (known in the EU as Aprovel/Karvea) and Plavix are trademarks of Sanofi; Byetta is a trademark of Amylin Pharmaceuticals, LLC; Cabometyx is a trademark of Exelixis, Inc.; Erbitux is a trademark of ImClone LLC; Onglyza is a trademark of AstraZeneca AB; Gleevec is a trademark of Novartis International AG; Keytruda is a trademark of Merck Sharp & Dohme Corp; Otezla is a trademark of Amgen 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.

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:

2019 Form 10-K

Annual Report on Form 10-K for the fiscal year ended December 31, 2019

~~LIBOR~~Lilly

~~London Interbank Offered Rate~~

~~ALK~~

~~anaplastic lymphoma kinase~~

~~Lilly~~

Eli Lilly and Company

~~Amgen~~ALK

~~Amgen Inc.~~anaplastic lymphoma kinase

LOE

loss of exclusivity

~~AML~~Amgen

Amgen Inc.

MAA

market authorization application

AML

acute myeloid leukemia

MDL

multi-district litigation

Amylin

Amylin Pharmaceuticals, Inc.

MDS

myelodysplastic syndromes

aNDA

abbreviated new drug applications

~~MHLW~~MPM

~~Ministry of Health, Labour and Welfare~~

~~AstraZeneca~~

~~AstraZeneca PLC~~

~~MPM~~

malignant pleural mesothelioma

~~BCMA~~AstraZeneca

AstraZeneca PLC

MyoKardia

MyoKardia, Inc.

BCMA

B-cell maturation antigen

~~MSI-H~~NDA

~~high microsatellite instability~~New drug application

Biohaven

Biohaven Pharmaceutical Holding Company Ltd.

~~Nektar~~NKT

~~Nektar Therapeutics~~

~~BLA~~

~~biologics license application~~

~~NKT~~

natural killer T cells

~~CAR~~BLA

~~chimeric antigen receptor~~biologics license application

~~NMPA~~NSCLC

~~National Medical Products Administration~~

~~Catalent~~

~~Catalent, Inc.~~

~~NSCLC~~

non-small cell lung cancer

~~Celgene~~bluebird

~~Celgene Corporation~~bluebird bio, Inc.

NVAF

non-valvular atrial fibrillation

~~CERCLA~~CAR T

chimeric antigen receptor T-cell

Ono

Ono Pharmaceutical Co., Ltd.

Catalent

Catalent, Inc.

ORR

overall response rate

Celgene

Celgene Corporation

OTC

over-the-counter

CERCLA

U.S. Comprehensive Environmental Response, Compensation and Liability Act

~~Ono~~Otsuka

~~Ono Pharmaceutical Co., Ltd.~~

~~CHMP~~

~~Committee for Medicinal Products for Human Use~~

~~OTC~~

~~over-the-counter~~

~~CML~~

~~chronic myeloid leukemia~~

~~Otsuka~~

Otsuka Pharmaceutical Co., Ltd.

~~CRC~~CML

~~colorectal cancer~~chronic myeloid leukemia

PD-1

programmed cell death protein 1

CVR

contingent value rights

PD-L1

programmed death-ligand 1

~~EGFR~~Dragonfly

~~estimated glomerular filtration rate~~Dragonfly Therapeutics, Inc.

PDUFA

The Prescription Drug User Fee Act

~~EMA~~EC

European Commission

Pfizer

Pfizer, Inc.

EGFR

estimated glomerular filtration rate

PsA

psoriatic arthritis

EMA

European Medicines Agency

~~Pfizer~~

~~Pfizer, Inc.~~

~~EPO~~

~~European Patent Office~~

~~PsA~~

~~psoriatic arthritis~~

~~EPS~~

~~earnings per share~~

Quarterly Report on Form 10-Q

Quarterly Report on Form 10-Q for the quarterly period ended September 30, ~~2019~~2020

~~ERISA~~EPS

~~Employee Retirement Income Security Act of 1974~~earnings per share

R&D

research and development

ESCC

esophageal squamous cell carcinoma

rheumatoid arthritis

European Union

RCC

renal cell carcinoma

FASB

Financial Accounting Standards Board

~~RMS~~Repare

Repare Therapeutics Inc.

FDA

U.S. Food and Drug Administration

RMS

relapsing forms of multiple sclerosis

~~FDA~~Forbius

~~U.S. Food~~Forbius Biologics, Inc.

RRMM

relapsed and ~~Drug Administration~~

~~Sanofi~~

~~Sanofi S.A.~~refractory multiple myeloma

~~Flexus~~GAAP

~~Flexus Biosciences, Inc.~~

~~sBLA~~

~~supplemental Biologics License Application~~

~~GAAP~~

U.S. generally accepted accounting principles

~~SEC~~RRMS

relapsing remitting multiple sclerosis

GTN

gross-to-net

Sanofi

Sanofi S.A.

HCC

hepatocellular carcinoma

SEC

Securities and Exchange Commission

~~GTN~~HIV

~~gross-to-net~~

~~U.S.~~

~~United States~~

~~HCC~~

~~hepatocellular carcinoma~~

~~United Kingdom~~

~~HIV~~

human immunodeficiency viruses

~~VAT~~UC

~~value added tax~~ulcerative colitis

immuno-oncology

~~ViiV~~U.S.

~~ViiV Healthcare Limited~~United States

IPRD

in-process research and development

~~VTE~~UK

~~venous thromboembolic~~United Kingdom

~~JIA~~IRS

Internal Revenue Service

VAT

value added tax

JIA

juvenile idiopathic arthritis

ViiV

ViiV Healthcare Limited

LIBOR

London Interbank Offered Rate

VTE

venous thromboembolic

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:

~~May 7,~~November 5, 2020

By:

~~By:~~

/s/ Giovanni Caforio, M.D.

Giovanni Caforio, M.D.

Chairman of the Board and Chief Executive Officer

Date:

~~May 7,~~November 5, 2020

By:

~~By:~~

/s/ David V. Elkins

David V. Elkins

Chief Financial Officer



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



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




PART I—FINANCIAL INFORMATION

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

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations		2733

Item 3.
Quantitative and Qualitative Disclosure About Market Risk		4454

Item 4.
Controls and Procedures		4454

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings		4555

Item 1A.
Risk Factors		4555

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds		4657

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

~~Item 6.~~
~~Exhibits~~	48

~~Summary of Abbreviated Terms~~	49
~~Signatures~~	50


							Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
COMPREHENSIVE (LOSS)/INCOME	2020			2019
Net (Loss)/Earnings	$	(766	)	$	1,715
COMPREHENSIVE INCOME						COMPREHENSIVE INCOME	2020		2019		2020		2019
Net Earnings						Net Earnings	$	1,878	$	1,366	$	1,032	$	4,520
Other Comprehensive (Loss)/Income, net of taxes and reclassifications to earnings:						Other Comprehensive (Loss)/Income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	70			14		Derivatives qualifying as cash flow hedges	(132)		38		(121)		24
Pension and postretirement benefits	16			49		Pension and postretirement benefits	(4)		1,116		5		1,204
Available-for-sale debt securities	1			26		Available-for-sale debt securities	(2)		4		7		43
Foreign currency translation	(116		)	29		Foreign currency translation	(5)		0		(70)		28
Other Comprehensive (Loss)/Income	(29		)	118		Other Comprehensive (Loss)/Income	(143)		1,158		(179)		1,299

Comprehensive (Loss)/Income	(795		)	1,833
Comprehensive Income						Comprehensive Income	1,735		2,524		853		5,819
Comprehensive Income Attributable to Noncontrolling Interest	9			5		Comprehensive Income Attributable to Noncontrolling Interest	6		13		20		25
Comprehensive (Loss)/Income Attributable to BMS	$	(804	)	$	1,828
Comprehensive Income Attributable to BMS						Comprehensive Income Attributable to BMS	$	1,729	$	2,511	$	833	$	5,794


ASSETS	March 31, 2020			December 31, 2019			ASSETS	September 30, 2020		December 31, 2019
Current Assets:							Current Assets:
Cash and cash equivalents	$	15,817		$	12,346		Cash and cash equivalents	$	19,435	$	12,346
Marketable debt securities	2,505			3,047			Marketable debt securities	1,720		3,047
Receivables	8,290			7,685			Receivables	8,062		7,685
Inventories	2,836			4,293			Inventories	1,949		4,293
Other current assets	2,405			1,983			Other current assets	3,111		1,983
Total Current Assets	31,853			29,354			Total Current Assets	34,277		29,354
Property, plant and equipment	6,112			6,252			Property, plant and equipment	5,740		6,252
Goodwill	22,452			22,488			Goodwill	20,517		22,488
Other intangible assets	61,666			63,969			Other intangible assets	56,698		63,969
Deferred income taxes	605			510			Deferred income taxes	913		510
Marketable debt securities	651			767			Marketable debt securities	495		767
Other non-current assets	5,946			6,604			Other non-current assets	6,896		6,604
Total Assets	$	129,285		$	129,944		Total Assets	$	125,536	$	129,944

LIABILITIES							LIABILITIES
Current Liabilities:							Current Liabilities:
Short-term debt obligations	$	3,862		$	3,346		Short-term debt obligations	$	3,585	$	3,346
Accounts payable	3,069			2,445			Accounts payable	2,441		2,445
Other current liabilities	12,301			12,513			Other current liabilities	14,438		12,513
Total Current Liabilities	19,232			18,304			Total Current Liabilities	20,464		18,304
Deferred income taxes	6,531			6,454			Deferred income taxes	5,913		6,454
Long-term debt	42,844			43,387			Long-term debt	41,364		43,387
Other non-current liabilities	10,701			10,101			Other non-current liabilities	7,565		10,101
Total Liabilities	79,308			78,246			Total Liabilities	75,306		78,246

Commitments and contingencies							Commitments and contingencies

EQUITY							EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:							Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock	—			—			Preferred stock	0		0
Common stock	292			292			Common stock	292		292
Capital in excess of par value of stock	43,254			43,709			Capital in excess of par value of stock	44,435		43,709
Accumulated other comprehensive loss	(1,549		)	(1,520		)	Accumulated other comprehensive loss	(1,699)		(1,520)
Retained earnings	32,671			34,474			Retained earnings	32,414		34,474
Less cost of treasury stock	(24,757		)	(25,357		)	Less cost of treasury stock	(25,284)		(25,357)
Total Bristol-Myers Squibb Company Shareholders’ Equity	49,911			51,598			Total Bristol-Myers Squibb Company Shareholders’ Equity	50,158		51,598
Noncontrolling interest	66			100			Noncontrolling interest	72		100
Total Equity	49,977			51,698			Total Equity	50,230		51,698
Total Liabilities and Equity	$	129,285		$	129,944		Total Liabilities and Equity	$	125,536	$	129,944


*Item 6.			~~Indicates brand names~~
Exhibits			58

Summary of ~~products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.~~Abbreviated Terms			59
Signatures			60


	Three Months Ended September 30,				Nine Months Ended September 30,
EARNINGS	2020		2019		2020		2019
Net product sales	$	10,197	$	5,768	$	30,555	$	17,512
Alliance and other revenues	343		239		895		688
Total Revenues	10,540		6,007		31,450		18,200

Cost of products sold(a)	2,502		1,790		8,863		5,586
Marketing, selling and administrative	1,706		1,055		4,940		3,137
Research and development	2,499		1,378		7,393		4,051
Amortization of acquired intangible assets	2,491		25		7,162		73
Other (income)/expense, net	(915)		410		(488)		249
Total Expenses	8,283		4,658		27,870		13,096

Earnings Before Income Taxes	2,257		1,349		3,580		5,104
Provision/(Benefit) for Income Taxes	379		(17)		2,548		584
Net Earnings	1,878		1,366		1,032		4,520
Noncontrolling Interest	6		13		20		25
Net Earnings Attributable to BMS	$	1,872	$	1,353	$	1,012	$	4,495

Earnings per Common Share
Basic	$	0.83	$	0.83	$	0.45	$	2.75
Diluted	0.82		0.83		0.44		2.75


~~(a)~~	~~Excludes amortization of acquired intangible assets.~~


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


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


~~(a)~~	~~Includes unamortized upfront and milestone payments.~~


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


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

Otezla* assets held-for-sale	13,400		—		13,400
Other assets	3,408		45		3,453

Accounts payable	(363)		—		(363)

Income taxes payable	(2,718)		(47)		(2,765)
Deferred income tax liabilities	(7,339)		2,350		(4,989)

Debt	(21,782)		—		(21,782)
Other liabilities	(4,017)		15		(4,002)
Identifiable net assets acquired	64,300		1,986		66,286
Goodwill	15,969		(1,986)		13,983
Total consideration transferred	$	80,269	$	—	$	80,269


	Three Months Ended September 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty and Milestone Income
Dollars in Millions	2020		2019		2020		2019		2020		2019
UPSA Business	$	0	$	1,510	$	0	$	(1,176)	$	0	$	0
Diabetes Business	129		163		0		0		(148)		(171)
Erbitux*	3		3		0		0		0		0
Manufacturing Operations	0		0		0		1		0		0

Mature Brands and Other	41		7		1		(4)		(44)		(6)
Total	$	173	$	1,683	$	1	$	(1,179)	$	(192)	$	(177)



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


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


Dollars in Millions	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Employee termination costs	$	133	$	386
Other termination costs	36		42
Provision for restructuring	169		428
Integration expenses	195		535
Accelerated depreciation	6		6
Asset impairments	3		42
Other	0		3
Total charges	$	373	$	1,014



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


~~(a)~~Dollars in Millions			~~Included in Other expense/(income), net.~~Nine Months Ended September 30, 2020



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

Liability at January 1	$	77
~~(a)~~Charges	~~Excludes $18 million of accelerated stock-based compensation.~~372
Change in estimates	(8)
Provision for restructuring(a)	364
Foreign currency translation and other	2
Payments	(255)
Liability at September 30	$	188


	Three Months Ended September 30,				Nine Months Ended September 30,
Amounts in Millions, Except Per Share Data	2020		2019		2020		2019
Net Earnings Attributable to BMS Used for Basic and Diluted EPS Calculation	$	1,872	$	1,353	$	1,012	$	4,495

Weighted-Average Common Shares Outstanding – Basic	2,257		1,632		2,260		1,634
Incremental Shares Attributable to Share-Based Compensation Plans	33		2		35		2
Weighted-Average Common Shares Outstanding – Diluted	2,290		1,634		2,295		1,636

Earnings per Common Share
Basic	$	0.83	$	0.83	$	0.45	$	2.75
Diluted	0.82		0.83		0.44		2.75


	September 30, 2020						December 31, 2019
Dollars in Millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents - money market and other securities	$	0	$	17,075	$	0	$	0	$	10,448	$	0
Marketable debt securities:
Certificates of deposit	0		1,391		0		0		1,227		0
Commercial paper	0		0		0		0		1,093		0
Corporate debt securities	0		824		0		0		1,494		0
Derivative assets	0		74		0		0		140		0
Equity investments	2,927		134		0		2,020		175		0
Derivative liabilities	0		(120)		0		0		(40)		0
Contingent consideration liability:
Contingent value rights	1,697		0		0		2,275		0		0
Other acquisition related contingent consideration	0		0		73		0		0		106



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



	Ranges (weighted average) utilized as of:
Inputs		~~March 31,~~September 30, 2020
Discount rate		2.2% to 2.7% (2.4%)
Probability of payment		0% to 80% ~~(2.6%~~(2.7%)
Projected year of payment for development and regulatory milestones		~~2020~~2021 to ~~2029 (2022)~~2025
~~Projected year of payment for sales-based milestones and other amounts calculated as a percentage of annual sales~~		~~N/A~~


Dollars in Millions	Nine Months Ended September 30, 2020
Fair value as of January 1	$	106
Changes in estimated fair value	(35)
Foreign exchange	2

Fair value as of September 30	$	73



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


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


	September 30, 2020								December 31, 2019
	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	$	27	$	0	$	0	$	255	$	6	$	0	$	0
Cross-currency interest rate swap contracts	225		2		175		(1)		175		2		125		(1)
Foreign currency forward contracts	1,904		18		3,422		(116)		766		27		980		(20)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	1,108		27		478		(3)		2,342		91		1,173		(10)
Foreign currency zero-cost collar contracts	123		0		65		0		2,482		14		2,235		(9)



	March 31, 2020									December 31, 2019
	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	$	25	$	—	$	—		$	255	$	6	$	—	$	—
Cross-currency interest rate swap contracts	400		7		—		—			175		2		125		(1		)
Foreign currency forward contracts	2,383		75		301		(2		)	766		27		980		(20		)

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	1,177		73		772		(19		)	2,342		91		1,173		(10		)
Foreign currency zero-cost collar contracts	1,522		22		1,597		(8		)	2,482		14		2,235		(9		)


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


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


	Three Months Ended March 31, 2020							Three Months Ended September 30, 2019				Nine Months Ended September 30, 2019
Dollars in Millions	Cost of products sold			Other expense/(income), net			Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	—		$	(7	)	Interest rate swap contracts	$	0	$	(6)	$	0	$	(18)
Cross-currency interest rate swap contracts	—			(2		)	Cross-currency interest rate swap contracts	0		(2)		0		(6)
Foreign currency forward contracts	(23		)	(76		)	Foreign currency forward contracts	(20)		(9)		(76)		(11)
Foreign currency zero-cost collar contracts	—			(9		)
Forward starting interest rate swap options							Forward starting interest rate swap options	0		0		0		35
Deal contingent forward starting interest rate swap							Deal contingent forward starting interest rate swap	0		0		0		240



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


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


Dollars in Millions	Estimated Useful Lives	September 30, 2020		December 31, 2019
Goodwill(a)		$	20,517	$	22,488

Other intangible assets:
Licenses	5 – 15 years	461		482
Acquired developed product rights(a)	3 – 15 years	59,651		46,827
Capitalized software	3 – 10 years	1,357		1,297
IPRD		6,600		19,500
Gross other intangible assets		68,069		68,106
Less accumulated amortization		(11,371)		(4,137)
Other intangible assets		$	56,698	$	63,969