UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 001-01136

___________________________

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

___________________________


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

~~430 E. 29th Street, 14FL,~~Route 206 & Province Line Road, Princeton, New ~~York, NY 10016~~Jersey 08543

(Address of principal executive offices) (Zip Code)

~~(212) 546-4200~~(609) 252-4621

(Registrant’s telephone number, including area code)

___________________________

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

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

At October ~~14, 2022,~~20, 2023, there were ~~2,126,160,347~~2,034,757,742 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

September 30, ~~2022~~2023



PART I—FINANCIAL INFORMATION

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

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations			3335

Item 3.
Quantitative and Qualitative Disclosure About Market Risk			5254

Item 4.
Controls and Procedures			5255

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings			5355

Item 1A.
Risk Factors			5355

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds			5355

Item 5.
Other Information			55

Item 6.
Exhibits			5456

Summary of Abbreviated Terms			5557
Signatures			5658

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

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars in ~~Millions, Except Per Share Data~~millions, except per share data

(UNAUDITED)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
EARNINGS	EARNINGS	2022		2021		2022		2021		EARNINGS	2023		2022		2023		2022
Net product sales	Net product sales	$	10,813	$	11,243	$	33,606	$	33,446	Net product sales	$	10,645	$	10,813	$	32,610	$	33,606
Alliance and other revenues	Alliance and other revenues	405		381		1,147		954		Alliance and other revenues	321		405		919		1,147
Total Revenues	Total Revenues	11,218		11,624		34,753		34,400		Total Revenues	10,966		11,218		33,529		34,753

Cost of products sold(a)	Cost of products sold(a)	2,353		2,291		7,544		7,584		Cost of products sold(a)	2,506		2,353		7,948		7,544
Marketing, selling and administrative	Marketing, selling and administrative	1,930		1,788		5,548		5,336		Marketing, selling and administrative	2,003		1,930		5,699		5,548
Research and development	Research and development	2,418		2,980		6,999		7,677		Research and development	2,242		2,418		6,821		6,999
Acquired IPRD	Acquired IPRD	30		271		763		1,070		Acquired IPRD	80		30		313		763
Amortization of acquired intangible assets	Amortization of acquired intangible assets	2,418		2,546		7,252		7,606		Amortization of acquired intangible assets	2,256		2,418		6,769		7,252
Other (income)/expense, net	Other (income)/expense, net	(140)		(409)		793		(1,113)		Other (income)/expense, net	(258)		(140)		(787)		793
Total Expenses	Total Expenses	9,009		9,467		28,899		28,160		Total Expenses	8,829		9,009		26,763		28,899

Earnings Before Income Taxes		2,209		2,157		5,854		6,240
Provision for Income Taxes		601		605		1,534		1,598
Net Earnings		1,608		1,552		4,320		4,642
Noncontrolling Interest		2		6		15		20
Net Earnings Attributable to BMS		$	1,606	$	1,546	$	4,305	$	4,622
Earnings before income taxes										Earnings before income taxes	2,137		2,209		6,766		5,854
Income tax provision										Income tax provision	203		601		488		1,534
Net earnings										Net earnings	1,934		1,608		6,278		4,320
Noncontrolling interest										Noncontrolling interest	6		2		15		15
Net earnings attributable to BMS										Net earnings attributable to BMS	$	1,928	$	1,606	$	6,263	$	4,305

Earnings per Common Share:
Earnings per common share:										Earnings per common share:
Basic	Basic	$	0.75	$	0.70	$	2.01	$	2.08	Basic	$	0.94	$	0.75	$	3.01	$	2.01
Diluted	Diluted	0.75		0.69		2.00		2.05		Diluted	0.93		0.75		2.99		2.00

(a) Excludes amortization of acquired intangible assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in ~~Millions~~millions

(UNAUDITED)

Three Months Ended September 30, Nine Months Ended September 30,
COMPREHENSIVE INCOME 2022 2021 2022 2021
Net Earnings $ 1,608 $ 1,552 $ 4,320 $ 4,642
Other Comprehensive Income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges 286 113 618 399
Pension and postretirement benefits 18 7 64 45
Marketable debt securities — (3) (2) (7)
Foreign currency translation (153) (23) (253) (22)
Total Other Comprehensive Income 151 94 427 415
Comprehensive Income 1,759 1,646 4,747 5,057
Comprehensive Income Attributable to Noncontrolling Interest 2 6 15 20
Comprehensive Income Attributable to BMS $ 1,757 $ 1,640 $ 4,732 $ 5,037


	Three Months Ended September 30,				Nine Months Ended September 30,
COMPREHENSIVE INCOME	2023		2022		2023		2022
Net earnings	$	1,934	$	1,608	$	6,278	$	4,320
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	114		286		(7)		618
Pension and postretirement benefits	2		18		(9)		64
Marketable debt securities	(2)		—		(2)		(2)
Foreign currency translation	(13)		(153)		13		(253)
Total Other comprehensive income/(loss)	101		151		(5)		427

Comprehensive income	2,035		1,759		6,273		4,747
Comprehensive income attributable to noncontrolling interest	6		2		15		15
Comprehensive income attributable to BMS	2,029		1,757		6,258		4,732

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in ~~Millions~~millions

(UNAUDITED)


ASSETS	ASSETS	September 30, 2022		December 31, 2021		ASSETS	September 30, 2023		December 31, 2022
Current Assets:
Current assets:						Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	7,734	$	13,979	Cash and cash equivalents	$	7,514	$	9,123
Marketable debt securities	Marketable debt securities	1,293		2,987		Marketable debt securities	171		130
Receivables	Receivables	9,613		9,369		Receivables	10,304		9,886
Inventories	Inventories	2,074		2,095		Inventories	2,436		2,339
Other current assets	Other current assets	6,082		4,832		Other current assets	7,207		5,795
Total Current Assets		26,796		33,262
Total Current assets						Total Current assets	27,632		27,273
Property, plant and equipment	Property, plant and equipment	6,035		6,049		Property, plant and equipment	6,481		6,255
Goodwill	Goodwill	21,112		20,502		Goodwill	21,147		21,149
Other intangible assets	Other intangible assets	38,179		42,527		Other intangible assets	28,950		35,859
Deferred income taxes	Deferred income taxes	1,329		1,439		Deferred income taxes	1,514		1,344

Marketable debt securities						Marketable debt securities	325		—
Other non-current assets	Other non-current assets	4,745		5,535		Other non-current assets	5,214		4,940
Total Assets	Total Assets	$	98,196	$	109,314	Total Assets	$	91,263	$	96,820

LIABILITIES	LIABILITIES					LIABILITIES
Current Liabilities:
Current liabilities:						Current liabilities:
Short-term debt obligations	Short-term debt obligations	$	2,132	$	4,948	Short-term debt obligations	$	5,467	$	4,264
Accounts payable	Accounts payable	2,595		2,949		Accounts payable	2,813		3,040
Other current liabilities	Other current liabilities	14,203		13,971		Other current liabilities	15,182		14,586
Total Current Liabilities		18,930		21,868
Total Current liabilities						Total Current liabilities	23,462		21,890
Deferred income taxes	Deferred income taxes	2,881		4,501		Deferred income taxes	399		2,166
Long-term debt	Long-term debt	36,966		39,605		Long-term debt	32,137		35,056
Other non-current liabilities	Other non-current liabilities	6,685		7,334		Other non-current liabilities	6,203		6,590
Total Liabilities	Total Liabilities	65,462		73,308		Total Liabilities	62,201		65,702

Commitments and contingencies
Commitments and Contingencies						Commitments and Contingencies

EQUITY	EQUITY					EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
BMS Shareholders’ equity:						BMS Shareholders’ equity:
Preferred stock	Preferred stock	—		—		Preferred stock	—		—
Common stock	Common stock	292		292		Common stock	292		292
Capital in excess of par value of stock	Capital in excess of par value of stock	44,956		44,361		Capital in excess of par value of stock	44,849		45,165
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(841)		(1,268)		Accumulated other comprehensive loss	(1,286)		(1,281)
Retained earnings	Retained earnings	24,675		23,820		Retained earnings	28,218		25,503
Less cost of treasury stock	Less cost of treasury stock	(36,411)		(31,259)		Less cost of treasury stock	(43,075)		(38,618)
Total Bristol-Myers Squibb Company Shareholders’ Equity		32,671		35,946
Total BMS Shareholders’ equity						Total BMS Shareholders’ equity	28,998		31,061
Noncontrolling interest	Noncontrolling interest	63		60		Noncontrolling interest	64		57
Total Equity	Total Equity	32,734		36,006		Total Equity	29,062		31,118
Total Liabilities and Equity	Total Liabilities and Equity	$	98,196	$	109,314	Total Liabilities and Equity	$	91,263	$	96,820

The accompanying notes are an integral part of these consolidated financial statements.

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in ~~Millions~~millions

(UNAUDITED)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2022		2021			2023		2022
Cash Flows From Operating Activities:	Cash Flows From Operating Activities:					Cash Flows From Operating Activities:
Net earnings	Net earnings	$	4,320	$	4,642	Net earnings	$	6,278	$	4,320
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:					Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization, net	Depreciation and amortization, net	7,755		8,107		Depreciation and amortization, net	7,296		7,755
Deferred income taxes	Deferred income taxes	(2,114)		(127)		Deferred income taxes	(1,961)		(2,114)
Stock-based compensation	Stock-based compensation	338		450		Stock-based compensation	391		338
Impairment charges	Impairment charges	144		1,192		Impairment charges	226		144

Divestiture gains and royalties	Divestiture gains and royalties	(820)		(462)		Divestiture gains and royalties	(639)		(820)
Acquired IPRD	Acquired IPRD	763		1,070		Acquired IPRD	313		763
Equity investment losses/(income)		966		(1,214)
Contingent consideration fair value adjustments		1		(510)
Equity investment losses						Equity investment losses	213		966
Other adjustments	Other adjustments	178		204		Other adjustments	260		179
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Receivables	Receivables	(557)		(886)		Receivables	(487)		(557)
Inventories	Inventories	(28)		141		Inventories	(554)		(28)
Accounts payable	Accounts payable	(296)		19		Accounts payable	(246)		(296)
Rebates and discounts	Rebates and discounts	730		902		Rebates and discounts	1,115		730
Income taxes payable	Income taxes payable	(310)		(841)		Income taxes payable	(1,647)		(310)
Other	Other	(1,310)		(537)		Other	(950)		(1,310)
Net Cash Provided by Operating Activities		9,760		12,150
Net cash provided by operating activities						Net cash provided by operating activities	9,608		9,760
Cash Flows From Investing Activities:	Cash Flows From Investing Activities:					Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities	Sale and maturities of marketable debt securities	5,205		2,952		Sale and maturities of marketable debt securities	692		5,205
Purchase of marketable debt securities	Purchase of marketable debt securities	(3,566)		(3,408)		Purchase of marketable debt securities	(1,057)		(3,566)
Proceeds from sales of equity investment securities		213		1,058
Proceeds from sales of equity investments						Proceeds from sales of equity investments	215		213
Capital expenditures	Capital expenditures	(772)		(653)		Capital expenditures	(879)		(772)
Divestiture and other proceeds	Divestiture and other proceeds	815		570		Divestiture and other proceeds	668		815
Acquisition and other payments, net of cash acquired	Acquisition and other payments, net of cash acquired	(4,170)		(1,458)		Acquisition and other payments, net of cash acquired	(588)		(4,170)
Net Cash Used in Investing Activities		(2,275)		(939)
Net cash used in investing activities						Net cash used in investing activities	(949)		(2,275)
Cash Flows From Financing Activities:	Cash Flows From Financing Activities:					Cash Flows From Financing Activities:
Short-term debt obligations, net	Short-term debt obligations, net	58		(46)		Short-term debt obligations, net	233		58
Issuance of long-term debt	Issuance of long-term debt	5,926		—		Issuance of long-term debt	—		5,926
Repayment of long-term debt	Repayment of long-term debt	(11,431)		(6,022)		Repayment of long-term debt	(1,879)		(11,431)
Repurchase of common stock	Repurchase of common stock	(5,585)		(3,536)		Repurchase of common stock	(5,155)		(5,585)
Dividends	Dividends	(3,489)		(3,297)		Dividends	(3,584)		(3,489)
Other		805		644
Net Cash Used in Financing Activities		(13,716)		(12,257)
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash		(128)		(48)
Decrease in Cash, Cash Equivalents and Restricted Cash		(6,359)		(1,094)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period		14,316		14,973
Cash, Cash Equivalents and Restricted Cash at End of Period		$	7,957	$	13,879
Stock option proceeds and other, net						Stock option proceeds and other, net	2		805
Net cash used in financing activities						Net cash used in financing activities	(10,383)		(13,716)
Effect of exchange rates on cash, cash equivalents and restricted cash						Effect of exchange rates on cash, cash equivalents and restricted cash	(33)		(128)
Decrease in cash, cash equivalents and restricted cash						Decrease in cash, cash equivalents and restricted cash	(1,757)		(6,359)
Cash, cash equivalents and restricted cash at beginning of period						Cash, cash equivalents and restricted cash at beginning of period	9,325		14,316
Cash, cash equivalents and restricted cash at end of period						Cash, cash equivalents and restricted cash at end of period	$	7,568	$	7,957

The accompanying notes are an integral part of these consolidated financial statements.

Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS

Basis of Consolidation

Bristol-Myers Squibb Company ~~(“BMS”~~("BMS", "we", "our", "us" or ~~“the Company”~~"the Company") prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position of the Company as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the results of operations for the three and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, and cash flows for the nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related ~~notes~~footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, ~~2021~~2022 included in the ~~2021~~2022 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Business Segment Information

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. Consistent with ~~BMS’s~~BMS's operational structure, the Chief Executive Officer ~~(“CEO”~~("CEO"), as the chief operating decision maker, manages and allocates resources at the global corporate level. Managing and allocating resources at the global corporate level enables the CEO to assess both the overall level of resources available and how to best deploy these resources across functions, therapeutic areas, regional commercial organizations and research and development projects in line with our overarching long-term corporate-wide strategic goals, rather than on a product or franchise basis. The determination of a single segment is consistent with the financial information regularly reviewed by the CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—"—Note 2. ~~Revenue”~~Revenue".

Use of Estimates and Judgments

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

Reclassifications

Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation. Upfront and contingent milestone charges in connection with asset acquisitions or licensing of third-party intellectual property rights previously presented in Research and development are now presented in Acquired IPRD in the consolidated statements of earnings. Additionally, Rebates and discounts previously presented in Other changes in operating assets and liabilities in the consolidated statements of cash flows are now presented separately in Rebates and discounts.

Recently ~~Issued~~Adopted Accounting Standards

~~Business Combinations~~

In October 2021, the FASB issued amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. The guidance is intended to address inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance generally by assessing how the acquiree applied recognition and measurement in their financial statements. The amended guidance is effective January 1, 2023 on a prospective basis. Early adoption is permitted.

Fair Value Measurements

In June 2022, the FASB issued amended guidance on measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; the nature and remaining duration of the restriction(s); and the circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. Early adoption is permitted. The guidance was adopted on January 1, 2023 and the adoption did not have an impact on our consolidated financial statements.

Business Combinations

In October 2021, the FASB issued amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. The guidance is intended to address inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance generally by assessing how the acquiree applied recognition and measurement in their financial statements. The guidance was adopted on January 1, 2023 and the adoption did not have an impact on our consolidated financial statements.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Dollars in millions										Dollars in millions	2023		2022		2023		2022
Net product sales	Net product sales	$	10,813	$	11,243	$	33,606	$	33,446	Net product sales	$	10,645	$	10,813	$	32,610	$	33,606
Alliance revenues	Alliance revenues	173		194		560		495		Alliance revenues	138		173		461		560
Other revenues	Other revenues	232		187		587		459		Other revenues	183		232		458		587
Total Revenues	Total Revenues	$	11,218	$	11,624	$	34,753	$	34,400	Total Revenues	$	10,966	$	11,218	$	33,529	$	34,753

The following table summarizes GTN adjustments:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Dollars in millions										Dollars in millions	2023		2022		2023		2022
Gross product sales	Gross product sales	$	17,606	$	17,335	$	51,555	$	49,676	Gross product sales	$	18,648	$	17,606	$	54,047	$	51,555
GTN adjustments(a)	GTN adjustments(a)									GTN adjustments (a)
Charge-backs and cash discounts	Charge-backs and cash discounts	(1,907)		(1,908)		(5,420)		(5,214)		Charge-backs and cash discounts	(2,373)		(1,907)		(6,743)		(5,420)
Medicaid and Medicare rebates	Medicaid and Medicare rebates	(3,295)		(2,625)		(8,003)		(6,482)		Medicaid and Medicare rebates	(3,730)		(3,295)		(9,355)		(8,003)
Other rebates, returns, discounts and adjustments	Other rebates, returns, discounts and adjustments	(1,591)		(1,559)		(4,526)		(4,534)		Other rebates, returns, discounts and adjustments	(1,900)		(1,591)		(5,339)		(4,526)
Total GTN adjustments	Total GTN adjustments	(6,793)		(6,092)		(17,949)		(16,230)		Total GTN adjustments	(8,003)		(6,793)		(21,437)		(17,949)
Net product sales	Net product sales	$	10,813	$	11,243	$	33,606	$	33,446	Net product sales	$	10,645	$	10,813	$	32,610	$	33,606

(a) Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $18 million and $116 million for the three and nine months ended September 30, 2023 and $10 million and $207 million for the three and nine months ended September 30, 2022, ~~and $10 million and $282 million for the three and nine months ended September 30, 2021,~~ respectively.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Dollars in millions										Dollars in millions	2023		2022		2023		2022
In-Line Products	In-Line Products									In-Line Products
Eliquis	Eliquis	$	2,655	$	2,413	9,101		8,091		Eliquis	$	2,705	$	2,655	9,332		9,101
Opdivo	Opdivo	2,047		1,905		6,033		5,535		Opdivo	2,275		2,047		6,622		6,033
Pomalyst/Imnovid	Pomalyst/Imnovid	886		851		2,620		2,478		Pomalyst/Imnovid	872		886		2,551		2,620
Orencia	Orencia	883		870		2,551		2,442		Orencia	925		883		2,616		2,551
Sprycel	Sprycel	560		551		1,587		1,562		Sprycel	517		560		1,404		1,587
Yervoy	Yervoy	523		515		1,563		1,481		Yervoy	579		523		1,672		1,563
Empliciti		73		82		225		253
Mature and other products	Mature and other products	441		480		1,338		1,459		Mature and other products	476		514		1,415		1,563
Total In-Line Products	Total In-Line Products	8,068		7,667		25,018		23,301		Total In-Line Products	8,349		8,068		25,612		25,018
New Product Portfolio	New Product Portfolio									New Product Portfolio
Reblozyl	Reblozyl	190		160		518		400		Reblozyl	248		190		688		518
Abecma	Abecma	107		71		263		95		Abecma	93		107		372		263
Opdualag										Opdualag	166		84		437		148
Zeposia	Zeposia	69		40		171		86		Zeposia	123		69		301		171
Breyanzi	Breyanzi	44		30		127		47		Breyanzi	92		44		263		127
Onureg										Onureg	43		32		121		87
Inrebic	Inrebic	21		22		62		54		Inrebic	29		21		81		62
Onureg		32		21		87		48
Opdualag		84		—		148		—
Camzyos	Camzyos	5		—		8		—		Camzyos	68		5		143		8
Sotyktu	Sotyktu	1		—		1		—		Sotyktu	66		1		107		1
Total New Product Portfolio	Total New Product Portfolio	553		344		1,385		730		Total New Product Portfolio	928		553		2,513		1,385
Total In-Line Products and New Product Portfolio	Total In-Line Products and New Product Portfolio	8,621		8,011		26,403		24,031		Total In-Line Products and New Product Portfolio	9,277		8,621		28,125		26,403
Recent LOE Products(a)	Recent LOE Products(a)									Recent LOE Products(a)
Revlimid	Revlimid	2,420		3,347		7,718		9,493		Revlimid	1,429		2,420		4,647		7,718
Abraxane	Abraxane	177		266		632		876		Abraxane	260		177		757		632
Total Recent LOE Products	Total Recent LOE Products	2,597		3,613		8,350		10,369		Total Recent LOE Products	1,689		2,597		5,404		8,350
Total Revenues		$	11,218	$	11,624	$	34,753	$	34,400
Total revenues										Total revenues	$	10,966	$	11,218	$	33,529	$	34,753

United States	United States	$	7,941	$	7,296	$	23,903	$	21,694	United States	$	7,628	$	7,941	$	23,552	$	23,903
International	International	3,062		4,052		10,216		12,075		International	3,153		3,062		9,462		10,216
Other(b)	Other(b)	215		276		634		631		Other(b)	185		215		515		634
Total Revenues		$	11,218	$	11,624	$	34,753	$	34,400
Total revenues										Total revenues	$	10,966	$	11,218	$	33,529	$	34,753

(a) Recent LOE Products include products with significant decline in revenue from the prior reporting period as a result of a loss of exclusivity.

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

Revenue recognized from performance obligations satisfied in prior periods was $114 million and $355 million for the three and nine months ended September 30, 2023 and $119 million and $450 million for the three and nine months ended September 30, 2022, ~~and $73 million and $463 million for the three and nine months ended September 30, 2021,~~ respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period ~~sales and royalties for out-licensing arrangements.~~sales.

Note 3. ALLIANCES

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS may either in-license intellectual property owned by the other party or out-license its intellectual property to the other party. These arrangements also typically include research, development, manufacturing, and/or commercial activities and can cover a single investigational compound or commercial product or multiple compounds and/or products in various life cycle stages. The rights and obligations of the parties can be global or limited to geographic regions. BMS refers to these collaborations as alliances and its partners as alliance partners.

Selected financial information pertaining to alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2022 2021 2022 2021
Revenues from alliances:
Net product sales $ 2,722 $ 2,452 $ 9,234 $ 8,139
Alliance revenues 173 194 560 495
Total Revenues $ 2,895 $ 2,646 $ 9,794 $ 8,634
Payments to/(from) alliance partners:
Cost of products sold $ 1,328 $ 1,181 $ 4,456 $ 3,924
Marketing, selling and administrative (53) (43) (160) (140)
Research and development 6 10 40 17
Acquired IPRD — — 100 736
Other (income)/expense, net (18) 1 (41) (18)


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions	2023		2022		2023		2022
Revenues from alliances
Net product sales	$	2,762	$	2,722	$	9,614	$	9,234
Alliance revenues	138		173		461		560
Total alliance revenues	$	2,900	$	2,895	$	10,075	$	9,794

To/(from) alliance partners
Cost of products sold	$	1,330	$	1,328	$	4,650	$	4,456
Marketing, selling and administrative	(52)		(53)		(190)		(160)
Research and development	1		6		81		40
Acquired IPRD	—		—		55		100
Other (income)/expense, net	(10)		(18)		(37)		(41)


Dollars in Millions		September 30, 2022		December 31, 2021
Selected Alliance Balance Sheet information:
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Selected alliance balance sheet information						Selected alliance balance sheet information
Receivables – from alliance partners	Receivables – from alliance partners	$	281	$	320	Receivables – from alliance partners	$	209	$	317
Accounts payable – to alliance partners	Accounts payable – to alliance partners	1,242		1,229		Accounts payable – to alliance partners	1,288		1,249
Deferred income – from alliances(a)	Deferred income – from alliances(a)	304		330		Deferred income – from alliances(a)	289		289

(a) Includes unamortized upfront and milestone payments.

The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the ~~2021~~2022 Form 10-K. Significant developments and updates related to alliances during the nine months ended September 30, ~~2022,~~2023 and ~~2021~~2022 are set forth below.

BridgeBio

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

~~Nektar~~

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

~~Eisai~~

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

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

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

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Acquisitions

Mirati

In October 2023, BMS entered into a definitive merger agreement to acquire Mirati, a commercial stage targeted oncology company with a pipeline of clinical and commercial oncology medicines. The acquisition will provide BMS with rights to Krazati* (adagrasib) and MRTX1719, among other assets. Krazati* is a best-in-class inhibitor of KRASG12C mutation, which was approved by the FDA as a second-line treatment for patients with NSCLC and is in clinical development in combination with a PD-1 inhibitor as a first-line therapy for patients with NSCLC, as well as in other indications. MRTX1719, is a potential first-in-class MTA-cooperative PRMT5 inhibitor in Phase 1 development. BMS also will gain access to several other promising clinical and pre-clinical stage assets, including additional KRAS inhibitors and enabling programs.

BMS will acquire all of the issued and outstanding shares of Mirati's common stock for $58.00 per share in an all-cash transaction for a total consideration of $4.8 billion, including cash settlements of equity stock awards. Mirati shareholders will also receive one non-tradeable contingent value right for each share of Mirati common stock held, potentially worth $12.00 per share in cash for a total value of approximately $1.0 billion. The payout of the contingent value right is subject to the FDA acceptance of an NDA for MRTX1719 for the treatment of specific indications within seven years of the closing of the transaction. The transaction is expected to be accounted for as a business combination and is anticipated to close by the first half of 2024, subject to fulfillment of customary closing conditions, including approval of Mirati's shareholders and receipt of required regulatory approvals. The acquisition will be funded through a combination of cash-on-hand and debt proceeds.

Turning Point

~~On August 17,~~In the third quarter of 2022, BMS acquired Turning Point for $4.1 billion of cash (or $3.3 billion net of cash acquired). Turning Point iswas a clinical-stage precision oncology company with a pipeline of investigational medicines designed to target the common mutations and alterations that drive cancer growth. The acquisition ~~provides~~provided BMS rights to Turning Point's lead asset, repotrectinib, and other clinical and pre-clinical stage assets. ~~The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at their fair value as of the acquisition date.~~

~~The total consideration for the acquisition consisted of the following:~~


~~Dollars in Millions~~	~~Total Consideration~~
~~Cash consideration for outstanding shares~~	$	~~3,811~~
~~Cash consideration for equity awards~~	~~302~~
~~Consideration paid~~	~~4,113~~
~~Less: Unvested stock awards~~ ~~(a)~~	~~153~~
~~Total consideration to be allocated~~	$	~~3,960~~

(a) Includes unvested equity awards of $73 million expensed in Marketing, selling, and administrative and $80 million expensed in Research and development during the three months ended September 30, 2022.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the acquisition date based upon their respective fair values summarized below:


~~Dollars in Millions~~	~~Purchase Price Allocation~~
~~Cash and cash equivalents~~	$	~~795~~
~~Other current assets~~	14
~~Intangible assets~~ ~~(a)~~	~~2,971~~
~~Deferred income tax assets~~	~~229~~
~~Other non-current assets~~	10
~~Deferred income tax liabilities~~	~~(643)~~
~~Other current liabilities~~	~~(111)~~
~~Identifiable net assets acquired~~	$	~~3,265~~
~~Goodwill~~ ~~(b)~~	~~695~~
~~Total consideration allocated~~	$	~~3,960~~

(a) Intangible assets primarily consist of IPRD allocated to repotrectinib ($2.8 billion), a potential best-in-class tyrosine kinase inhibitor targeting the ROS1 and NTRK oncogenic drivers in NSCLC and other advanced solid tumors. Repotrectinib is currently in registrational Phase II study in adults and a Phase I/II study in pediatric patients. The estimated fair value of IPRD assets was determined using an income approach valuation method.

~~(b) Goodwill resulted primarily from the recognition of deferred tax liabilities and is not deductible for tax purposes.~~

The results of Turning Point's operations were included in the consolidated financial statements commencing August 18, 2022, and were not material. Historical financial results of the acquired entity were not significant.

Divestitures

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

Three Months Ended September 30,
Net Proceeds(a)
Divestiture (Gains)/Losses Royalty Income
Dollars in Millions 2022 2021 2022 2021 2022 2021
Diabetes Business $ 205 $ 153 $ — $ — $ (205) $ (159)
Mature Products and Other 1 35 — 2 — (1)
Total $ 206 $ 188 $ — $ 2 $ (205) $ (160)


															Three Months Ended September 30,
															Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in millions														Dollars in millions	2023		2022		2023		2022		2023		2022
Diabetes business - royalties														Diabetes business - royalties	$	220	$	205	$	—	$	—	$	(217)	$	(205)
Mature products and other														Mature products and other	3		1		—		—		—		—
Total														Total	$	223	$	206	—		$	—	$	(217)	(205)

		Nine Months Ended September 30,													Nine Months Ended September 30,
		Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income					Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	Dollars in Millions	2022		2021		2022		2021		2022		2021		Dollars in Millions	2023		2022		2023		2022		2023		2022
Diabetes Business		$	562	$	449	$	—	$	—	$	(595)	$	(445)

Mature Products and Other		229		121		(211)		(9)		(2)		(2)
Diabetes business - royalties														Diabetes business - royalties	$	621	$	562	$	—	$	—	$	(623)	$	(595)
Mature products and other (a)														Mature products and other (a)	10		229		—		(211)		—		(2)
Total	Total	$	791	$	570	$	(211)	$	(9)	$	(597)	$	(447)	Total	$	631	$	791	$	—	$	(211)	$	(623)	$	(597)

(a) Includes ~~royalties received subsequent~~cash proceeds of $221 million and a divestiture gain of $211 million related to the ~~related~~ sale of several mature products to Cheplapharm in the ~~asset or business.~~first quarter of 2022.

Mature Products and Other

Manufacturing Operations

~~In May~~During the second quarter of 2022, BMS agreed to sell its manufacturing facility in Syracuse, New York to LOTTE Corporation ~~for approximately $170 million. The transaction is expected to close during the first quarter of 2023, subject to certain regulatory approvals~~ and ~~other closing conditions and will be~~ accounted for ~~as a sale of a business. The~~the business ~~was accounted for~~ as held-for-sale ~~and its assets were reduced to the estimated relative fair value~~ resulting in a $43 million impairment charge recorded to Cost of products ~~sold during the second quarter of 2022.~~sold. Assets and liabilities reclassified to held-for-sale ~~and~~were included within Other current assets and Other current liabilities and were ~~$155~~$172 million and $6$20 million, respectively, as of ~~September 30,~~December 31, 2022.

~~Other~~

~~During~~ In January 2023, BMS completed the ~~first quarter of 2022, product rights to several mature products were sold to Cheplapharm,~~sale resulting in cash proceeds of ~~$221~~$159 million, ~~and a divestiture gain of $211 million.~~which was received in December 2022.

Licensing and Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Dollars in millions										Dollars in millions	2023		2022		2023		2022
Keytruda* royalties	Keytruda* royalties	$	(268)	$	(215)	$	(732)	$	(611)	Keytruda* royalties	$	(315)	$	(268)	$	(878)	$	(732)
Tecentriq* royalties	Tecentriq* royalties	(24)		(22)		(68)		(67)		Tecentriq* royalties	(24)		(24)		(78)		(68)

Contingent milestone income	Contingent milestone income	—		(10)		(46)		(12)		Contingent milestone income	—		—		(36)		(46)
Amortization of deferred income	Amortization of deferred income	(18)		3		(41)		(27)		Amortization of deferred income	(12)		(18)		(39)		(41)
Biohaven sublicense income	Biohaven sublicense income	(55)		—		(55)		—		Biohaven sublicense income	—		(55)		—		(55)
Other royalties and licensing income	Other royalties and licensing income	(9)		(21)		(25)		(33)		Other royalties and licensing income	(14)		(9)		(37)		(25)
Total	Total	$	(374)	$	(265)	$	(967)	$	(750)	Total	$	(365)	$	(374)	$	(1,068)	$	(967)

~~In-license Arrangements~~

LianBio

During October 2023, BMS reacquired the rights for mavacamten in China and certain other Asian territories from LianBio for $350 million in cash. The cost for the reacquired rights will be reflected in Acquired IPRD during the fourth quarter of 2023 as mavacamten is currently in development and not approved for commercial use in China.

Keytruda* Patent License Agreement

In 2017, BMS and Ono entered a global patent license agreement with Merck related to Merck's PD-1 antibody Keytruda*. In accordance with the agreement, Merck is obligated to pay ongoing royalties on global sales of Keytruda* of 6.5% from January 1, 2017 through December 31, 2023, and 2.5% from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75/25 percent allocation, respectively after adjusting for each party's legal fees.

Immatics

During the first quarter of 2022, BMS obtained a global exclusive license to ~~Immatics’~~Immatics' TCR bispecific IMA401 ~~program. IMA401~~program, which is being studied in ~~oncology and a Clinical Trial Application has been approved by the German federal regulatory authority. The trial commenced in May 2022.~~oncology. BMS and Immatics collaborate on the development and BMS will be responsible for the commercialization of IMA401 worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. Immatics has the option to co-fund U.S. development in exchange for enhanced U.S. royalty payments and/or to co-promote IMA401 in the U.S. The transaction included an upfront payment of $150 million which was expensed to Acquired IPRD in the first quarter of 2022. Immatics is eligible to receive contingent development, regulatory and sales-based milestones of up to $770 million as well as royalties on global net sales.

Dragonfly

During the first quarter of 2022, a Phase I development milestone for ~~interlukin-12 (“IL-12”~~interleukin-12 ("IL-12") was achieved resulting in a $175 million payment to Dragonfly and an Acquired IPRD charge. ~~The parties also amended~~During the ~~terms~~first quarter of ~~three future milestones by requiring~~2023, BMS notified Dragonfly of its termination of the ~~achievement of certain criteria by specified dates unless BMS notifies~~global exclusive license related to Dragonfly’s IL-12. All rights to IL-12 were reverted back to Dragonfly that it will discontinue development of IL-12. These milestones continue to be considered substantive and contingent because the decision to proceed will be based on an assessment of clinical data prior to the specified dates.effective April 2023.

~~Agenus~~Other

Nimbus Change of Control Income

During the ~~third~~first quarter of ~~2021,~~2022, BMS ~~obtained~~and Nimbus Therapeutics ("Nimbus") entered into a ~~global exclusive license~~settlement resolving all legal claims and business interests pertaining to ~~Agenus’ proprietary AGEN1777 bispecific antibody program that blocks TIGIT and an~~Nimbus' TYK2 inhibitor resulting in $40 million of income included in Other (income)/expense. The settlement also provides for BMS to receive additional ~~target. AGEN1777 is being studied in oncology and a Phase I clinical trial was initiated in October 2021. BMS will be responsible~~amounts for the development and any subsequent commercialization of AGEN1777 and its related products worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. The transaction included an upfront payment of $200 million expensed to Acquired IPRD for the third quarter of 2021. Agenus is eligible to receive contingent development, regulatory approval and sales-based milestones and 10% of any change in control proceeds received by Nimbus related to its TYK2 inhibitor. In February 2023, Takeda acquired 100% ownership of Nimbus' TYK2 inhibitor for approximately $4.0 billion in upfront proceeds plus contingent sales-based milestones aggregating up to ~~$1.4 billion as well as royalties on global net sales.~~

$2.0 billion. As a result, $400 million of income related to the change of control provision was included in Other (income)/expense during the first quarter of 2023.

Royalty Extinguishment

~~In April~~During the second quarter of 2022, BMS amended the terms of a license arrangement and paid a third party $295 million, which was expensed to Acquired IPRD, to extinguish a future royalty obligation related to mavacamten prior to its FDA approval in April ~~2022, resulting in an Acquired IPRD charge during the second quarter of~~ 2022.

Note 5. OTHER (INCOME)/EXPENSE, NET

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2022 2021 2022 2021
Interest expense $ 299 $ 328 $ 938 $ 1,011
Royalties and licensing income (579) (425) (1,564) (1,197)
Equity investment losses/(income) 14 (465) 966 (1,214)
Integration expenses 114 141 343 434
Contingent consideration — — 1 (510)
Loss on debt redemption — — 266 281
Provision for restructuring 17 27 60 150
Litigation and other settlements 44 13 32 49
Divestiture losses/(gains) — 2 (211) (9)
Other (49) (30) (38) (108)
Other (income)/expense, net $ (140) $ (409) $ 793 $ (1,113)


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions	2023		2022		2023		2022
Interest expense (Note 10)	$	280	$	299	$	850	$	938
Royalty and licensing income (Note 4)	(365)		(374)		(1,068)		(967)
Royalty income - divestiture (Note 4)	(217)		(205)		(623)		(597)
Equity investment losses (Note 9)	—		14		213		966
Integration expenses (Note 6)	54		114		180		343
Loss on debt redemption (Note 10)	—		—		—		266
Divestiture gains (Note 4)	—		—		—		(211)
Litigation and other settlements	(61)		44		(393)		32
Investment income	(107)		(52)		(304)		(89)
Provision for restructuring (Note 6)	141		17		321		60
Other	17		3		37		52
Other (income)/expense, net	$	(258)	$	(140)	$	(787)	$	793

Litigation and Other Settlements

BeiGene Settlement

In August 2023, BMS and BeiGene, Ltd. ("BeiGene") entered into an agreement that settled all on-going disputes and claims between the parties, including those related to the Abraxane license and supply agreements and related arbitration proceedings as further described in "—Note 18. Legal Proceedings and Contingencies".

The agreement also provided for the termination of all contractual relationships between the parties, including the license and supply arrangements pertaining to Revlimid and Vidaza effective as of December 31, 2023, subject to BeiGene’s right to continue to sell all remaining inventory beyond that date. In consideration for the above, BMS agreed to transfer 23.3 million of BeiGene ordinary shares of common stock held under a share subscription agreement back to BeiGene resulting in $322 million of expense that was included in Other (income)/expense, net during the three months ended September 30, 2023. The expense was determined based on the closing price of the shares on the date of the transfer. In addition, the remaining BeiGene ordinary shares owned by BMS under the share subscription agreement were converted to American Depository Shares, which were subsequently sold during the three months ended September 30, 2023.

AstraZeneca Settlement

In July 2023, BMS entered into an agreement with AZ to settle all outstanding claims between the parties in the CTLA-4 litigation and the two PD-L1 antibody litigations, as further described in "—Note 18. Legal Proceedings and Contingencies". AZ will pay an aggregate of $560 million to BMS in four payments through September 2026, which will be subject to sharing arrangements with Ono and Dana-Farber. BMS's share is approximately $418 million, of which the net present value of $384 million was reflected in Other (income)/expense during the three months ended September 30, 2023.

Nimbus Change of Control Income

During the nine months ended September 30, 2023, $400 million of income was recorded in Other (income)/expense in connection with Nimbus' TYK2 program change of control provision. Refer to "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information.

Note 6. RESTRUCTURING

~~Celgene Acquisition~~2023 Restructuring Plan

In ~~2019,~~2023, BMS commenced a restructuring plan to accelerate the delivery of medicines to patients by evolving and streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and is appropriately aligned with the Company’s strategy to invest in key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery (ii) enhancing our commercial operating model, and (iii) establishing a more responsive manufacturing network and expansion of cell therapy manufacturing capabilities. Charges of approximately $1.0 billion are expected to be incurred through 2025, consisting primarily of employee termination costs and to a lesser extent site exit costs, including impairment and accelerated depreciation of property, plant and equipment.

Celgene and Other Acquisition Plans

Restructuring and integration ~~plan was implemented as an initiative~~plans were initiated to realize ~~sustainable run rate~~expected cost synergies resulting from cost savings and avoidance from the acquisition of Celgene ~~acquisition that are currently expected~~(2019), MyoKardia (2020) and Turning Point (2022). As part of these plans, the Company expects to be approximately $3.0 billion. The synergies are expected to be realized in Cost of products sold (5%), Marketing, selling and administrative expenses (65%) and Research and development expenses (30%). Chargesincur charges of approximately ~~$3.5 billion are expected to be incurred including cash outlays of approximately $3.1~~$3.8 billion. Cumulative charges of approximately ~~$3.0~~$3.5 billion have been recognized to date including integration planning and execution expenses, employee termination benefit costs and accelerated stock-based compensation, contract termination costs and other shutdown costs associated with site exits. The remaining charges related to the acquisition of Celgene are primarily related to IT system integration which are expected to be incurred through 2024. ~~Employee workforce reductions were approximately 150 and 320 for the nine months ended September 30, 2022 and 2021, respectively.~~

~~Other Restructuring~~

Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from the Turning Point acquisition on August 17, 2022, and the MyoKardia acquisition in 2020. Charges of approximately $250 million are expected to be incurred through the end of 2023, and consist of integration planning and execution expenses, employee termination benefit costs and other costs. Cumulative charges of $151 million have been recognized for these actions to date.

The following provides the charges related to restructuring initiatives by type of cost:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Celgene Acquisition Plan		$	102	$	153	$	375	$	526
Other Restructuring		29		18		34		74

Dollars in millions										Dollars in millions	2023		2022		2023		2022
2023 Restructuring Plan										2023 Restructuring Plan	$	149	$	—	$	380	$	—
Celgene and Other Acquisition Plans										Celgene and Other Acquisition Plans	131		131		269		409
Total charges	Total charges	$	131	$	171	$	409	$	600	Total charges	$	280	$	131	$	649	$	409

Employee termination costs	Employee termination costs	$	16	$	24	$	57	$	143	Employee termination costs	$	135	$	16	$	309	$	57
Other termination costs	Other termination costs	1		3		3		7		Other termination costs	6		1		12		3
Provision for restructuring	Provision for restructuring	17		27		60		150		Provision for restructuring	141		17		321		60
Integration expenses	Integration expenses	114		141		343		434		Integration expenses	54		114		180		343
Accelerated depreciation	Accelerated depreciation	—		—		6		—		Accelerated depreciation	15		—		28		6
Asset impairments		—		—		—		24
Other shutdown costs, net		—		3		—		(8)
Asset impairments (a)										Asset impairments (a)	70		—		120		—

Total charges	Total charges	$	131	$	171	$	409	$	600	Total charges	$	280	$	131	$	649	$	409

Cost of products sold	Cost of products sold	$	—	$	—	$	—	$	24	Cost of products sold	$	16	$	—	$	53	$	—
Marketing, selling and administrative	Marketing, selling and administrative	—		1		6		1		Marketing, selling and administrative	65		—		85		6

Research and development										Research and development	4		—		10		—
Other (income)/expense, net	Other (income)/expense, net	131		170		403		575		Other (income)/expense, net	195		131		501		403
Total charges	Total charges	$	131	$	171	$	409	$	600	Total charges	$	280	$	131	$	649	$	409

(a)Includes $65 million impairment charge for a facility lease that commenced during the three months ended September 2023.

The following summarizes the charges and spending related to restructuring plan activities:


		Nine Months Ended September 30,					Nine Months Ended September 30,
Dollars in Millions		2022		2021
Dollars in millions						Dollars in millions	2023		2022
Beginning balance	Beginning balance	$	101	$	148	Beginning balance	$	47	$	101
Provision for restructuring(a)	Provision for restructuring(a)	60		138		Provision for restructuring(a)	321		60
Foreign currency translation and other	Foreign currency translation and other	(10)		(4)		Foreign currency translation and other	(3)		(10)
Payments	Payments	(106)		(170)		Payments	(142)		(106)
Ending Balance		$	45	$	112
Ending balance						Ending balance	$	223	$	45

(a) Includes a reduction of the liability resulting from changes in estimates of $6$5 million and ~~$17~~$6 million for the nine months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~Excludes $12 million for the nine months ended September 30, 2021 of accelerated stock-based compensation relating to the Celgene Acquisition Plan.~~

Note 7. INCOME TAXES


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in millions	2023			2022			2023			2022
Earnings before income taxes	$	2,137		$	2,209		$	6,766		$	5,854
Income tax provision	203			601			488			1,534
Effective tax rate	9.5		%	27.2		%	7.2		%	26.2		%

~~Income~~

Provision for income taxes in interim periods are determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The reduction in the effective tax rate during the three months ended September 30, 2023 was primarily due to recently issued Section 174 guidance regarding deductibility of certain non-U.S. research and development expenses. The revised guidance resulted in a reduction of previously estimated income taxes attributed to 2022 which was reflected in the current quarter as well as a reduction in the estimated annual effective rates infor 2023. Previously estimated income taxes for 2022 ~~and 2021~~ were reduced by approximately $240 million upon finalization of the U.S. Federal tax return primarily due to the aforementioned revised Section 174 guidance that was issued during the third quarter of 2023. In addition, the effective tax rate during the first nine months of 2023 was impacted by ~~low~~a $656 million deferred income tax benefit following the receipt of a non-U.S. tax ruling regarding the deductibility of a statutory impairment of subsidiary investments, jurisdictional earnings mix resulting from amortization of acquired intangible assets, equity investment losses, litigation and other settlements, as well as releases of income tax ~~rates attributed~~reserves of $89 million related to the ~~unwinding~~resolution of ~~inventory fair value adjustments, intangible asset amortization, and contingent value rights fair value adjustments~~Celgene's 2009-2011 IRS audits, partially offset by the impact of changes in the Puerto Rico tax decree that ~~were not taxable in 2021.~~eliminated a previously creditable excise tax. Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the relevant tax code. Income tax payments were $4.1 billion and $3.9 billion for the nine months ended September 30, 2023 and 2022, respectively.

13BMS is currently under examination by a number of tax authorities that proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and continues to work cooperatively with the IRS to resolve these issues. In the fourth quarter of 2022, BMS entered the IRS administrative appeals process to resolve these matters. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements.

It is reasonably possible that the amount of unrecognized tax benefits as of September 30, ~~2022~~2023 could decrease in the range of approximately ~~$480~~$40 million to ~~$530~~$60 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.

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

Note 8. EARNINGS PER SHARE

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions, Except Per Share Data 2022 2021 2022 2021
Net Earnings Attributable to BMS Used for Basic and Diluted EPS Calculation $ 1,606 $ 1,546 $ 4,305 $ 4,622
Weighted-Average Common Shares Outstanding – Basic 2,133 2,219 2,137 2,227
Incremental Shares Attributable to Share-Based Compensation Plans 15 24 17 26
Weighted-Average Common Shares Outstanding – Diluted 2,148 2,243 2,154 2,253
Earnings per Common Share
Basic $ 0.75 $ 0.70 $ 2.01 $ 2.08
Diluted 0.75 0.69 2.00 2.05


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions, except per share data	2023		2022		2023		2022
Net earnings attributable to BMS	$	1,928	$	1,606	$	6,263	$	4,305

Weighted-average common shares outstanding – basic	2,057		2,133		2,083		2,137
Incremental shares attributable to share-based compensation plans	7		15		10		17
Weighted-average common shares outstanding – diluted	2,064		2,148		2,093		2,154

Earnings per common share
Basic	$	0.94	$	0.75	$	3.01	$	2.01
Diluted	0.93		0.75		2.99		2.00

The total number of potential shares of common stock excluded from the diluted earnings per common share computation because of the antidilutive impact was not material for the three and nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022.

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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


		September 30, 2022						December 31, 2021							September 30, 2023						December 31, 2022
Dollars in Millions		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents - money market and other securities		$	—	$	4,667	$	—	$	—	$	12,225	$	—
Marketable debt securities:
Dollars in millions														Dollars in millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents														Cash and cash equivalents
Money market and other securities														Money market and other securities	$	—	$	5,545	$	—	$	—	$	7,770	$	—
Marketable debt securities														Marketable debt securities
Certificates of deposit	Certificates of deposit	—		1,080		—		—		2,264		—		Certificates of deposit	—		2		—		—		32		—
Commercial paper	Commercial paper	—		168		—		—		320		—		Commercial paper	—		29		—		—		98		—
Corporate debt securities	Corporate debt securities	—		45		—		—		403		—		Corporate debt securities	—		442		—		—		—		—
U.S. Treasury securities														U.S. Treasury securities	—		23		—		—		—		—
Derivative assets	Derivative assets	—		1,058		8		—		206		12		Derivative assets	—		467		—		—		305		—
Equity investments	Equity investments	426		493		—		1,910		109		—		Equity investments	291		55		—		424		680		—
Derivative liabilities	Derivative liabilities	—		81		—		—		25		—		Derivative liabilities	—		120		—		—		213		—
Contingent consideration liability:
Contingent consideration liability														Contingent consideration liability
Contingent value rights	Contingent value rights	6		—		—		8		—		—		Contingent value rights	4		—		—		5		—		—
Other acquisition related contingent consideration	Other acquisition related contingent consideration	—		—		32		—		—		35		Other acquisition related contingent consideration	—		—		9		—		—		24

As further described in ~~“Item~~"Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value ~~Measurements”~~Measurements" in the ~~Company’s 2021~~Company's 2022 Form 10-K, the ~~Company’s~~Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of Level 2 equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were not material as of ~~September 30,~~December 31, 2022 and ~~December 31, 2021. The~~the restrictions ~~will expire by~~expired in April 2023.

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

Marketable Debt Securities ~~and Equity Investments~~

The following table summarizes marketable debt securities:


		September 30, 2022								December 31, 2021																September 30, 2023																December 31, 2022
Dollars in Millions		Amortized Cost		Gross Unrealized						Amortized Cost				Gross Unrealized
				Gains		Losses		Fair Value				Gains				Losses				Fair Value
Dollars in millions																								Dollars in millions		Amortized Cost				Gross Unrealized												Amortized Cost			Gross Unrealized
																														Gains				Losses				Fair Value						Gains			Losses			Fair Value
Certificates of deposit	Certificates of deposit	$	1,080	$	—	$	—	$	1,080			$	2,264			$	—			$	—			$	2,264		Certificates of deposit	$	2			$	—			$	—			$	2				$	32		$	—		$	—	$	32
Commercial paper	Commercial paper	168		—		—		168		320				—				—				320		Commercial paper		29				—				—				29				98			—			—			98
Corporate debt securities	Corporate debt securities	45		—		—		45		401				2				—				403		Corporate debt securities		445				—				(3)				442				—			—			—			—
U.S. Treasury securities																								U.S. Treasury securities		23				—				—				23				—			—			—			—
Total marketable debt securities(a)	Total marketable debt securities(a)	$	1,293	$	—	$	—	$	1,293	$	2,985			$	2			$	—			$	2,987	Total marketable debt securities(a)		$	499			$	—			$	(3)			$	496			$	130		$	—		$	—		$	130

(a) All marketable debt securities mature within three years as of September 30, 2023, and one year as of ~~September 30, 2022, and~~ December 31, ~~2021.~~2022.

Equity Investments

The following summarizes the carrying amount of equity investments:


Dollars in Millions		September 30, 2022		December 31, 2021
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Equity investments with readily determinable fair values	Equity investments with readily determinable fair values	$	919	$	2,019	Equity investments with readily determinable fair values	$	346	$	1,104
Equity investments without readily determinable fair values	Equity investments without readily determinable fair values	505		283		Equity investments without readily determinable fair values	654		537
Limited partnerships and other equity method investments	Limited partnerships and other equity method investments	535		666		Limited partnerships and other equity method investments	557		546
Total equity investments	Total equity investments	$	1,959	$	2,968	Total equity investments	$	1,557	$	2,187

The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2022 2021 2022 2021
Equity investments with readily determined fair values(a)
Net loss/(gain) recognized $ 75 $ 22 $ 927 $ (93)
Net (gain)/loss recognized on investments sold (1) 3 (17) 5
Net unrealized loss/(gain) recognized on investments still held 76 19 944 (98)
Equity investments without readily determinable fair values
Upward adjustments (64) (447) (70) (908)
Impairments and downward adjustments — — 2 1
Cumulative upward adjustments (173)
Cumulative impairments and downward adjustments 52
Equity in net loss/(income) of affiliates 3 (40) 107 (214)

~~(a) Certain prior year amounts have been reclassified to conform to the current year's presentation.~~


	Three Months Ended September 30,		Nine Months Ended September 30,
Dollars in millions	2023	2022	2023	2022
Equity investments with readily determinable fair values
Net loss recognized	15	75	203	927
Less: net (gain) loss recognized on investments sold	(86)	(1)	2	(17)
Net unrealized loss recognized on investments still held	101	76	201	944

Equity investments without readily determinable fair values
Upward adjustments	(3)	(64)	(9)	(70)
Impairments and downward adjustments	6	—	6	2
Equity in net (income)/loss of affiliates	(18)	3	13	107

Total equity investment losses	—	14	213	966

Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without readily determinable fair values still held as of September 30, 2023 were $189 million and $67 million, respectively.

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges

~~Cash Flow Hedges —~~ ~~Foreign~~BMS enters into foreign currency forward and purchased local currency put option contracts ~~are used~~(foreign exchange contracts) to hedge certain forecasted intercompany inventory ~~purchases~~sales and ~~sales transactions and~~ certain other foreign currency transactions. The objective of these foreign exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign exchange contracts, which are designated as cash flow hedges, isare temporarily ~~reported~~recorded in Accumulated other comprehensive loss ("AOCL") and ~~included in~~reclassified to net earnings when the hedged item affects ~~earnings. The net gain or loss on foreign currency forward contracts is expected~~earnings (typically within the next 24 months). As of September 30, 2023, assuming market rates remain constant through contract maturities, we expect to ~~be reclassified to net earnings (primarily included in~~reclassify pre-tax gains of $179 million into Cost of products ~~sold) within~~sold for our foreign exchange contracts out of AOCL during the next 2412 months. The notional amount of outstanding foreign currency ~~forward~~exchange contracts was primarily ~~attributed to~~$5.0 billion for the euro ~~of $5.1~~contracts and $1.1 billion ~~and~~for Japanese yen ~~of $1.4 billion~~contracts as of September 30, ~~2022.~~2023.

1516

~~During the three months ended September 30, 2022,~~ BMS ~~entered~~also enters into cross-currency ~~interest rate~~ swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in ~~Accumulated other comprehensive loss~~AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency ~~interest rate~~ swap contracts associated with long-term debt denominated in euros was ~~€575 million ($584 million)~~$1.2 billion as of September 30, ~~2022.~~2023.

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

Net Investment Hedges — Non-U.S. dollar borrowings of €375 million ($368 million) as of September 30, 2022, are designated as net investment hedges to hedge euro currency exposures of the net investment in certain foreign affiliates and are recognized in long-term debt. The effective portion of foreign exchange gain on the remeasurement of euro debt was included in the foreign currency translation component of Accumulated other comprehensive loss with the related offset in long-term debt.

Cross-currency ~~interest rate~~ swap contracts and foreign currency forward contracts of ~~$1.4~~$1.8 billion as of September 30, ~~2022,~~2023 are designated to hedge ~~certain~~ currency ~~exposures~~exposure of ~~BMS’s~~BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of ~~Accumulated other comprehensive loss~~AOCL with a related offset in ~~Other current and Other non-current assets~~derivative asset or ~~Other current and Other non-current liabilities.~~liability in the consolidated balance sheets. The notional amount of outstanding cross-currency ~~interest rate swaps~~swap and foreign currency forward contracts was primarily attributed to the Japanese yen of ~~$686~~$650 million and euro of ~~$584~~$794 million as of September 30, ~~2022.~~2023.

During the first quarter of 2023, the Company de-designated its remaining net investment hedge in debt denominated in euros of €375 million. The related net investment hedge was entered into to hedge euro currency exposures of the net investment in certain foreign affiliates and was recognized in Long-term debt. The effective portion of foreign exchange gain or loss on the remeasurement of debt denominated in euros was included in the foreign currency translation component of AOCL with the related offset in Long-term debt.

During the three and nine months ended September 30, 2023, the amortization of gains related to the portion of our net investment hedges that was excluded from the assessment of effectiveness was not material.

Fair Value Hedges

~~Fair Value Hedges —~~Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair ~~value. The effective interest rate for the contracts is one-month LIBOR (3.14% as of September 30, 2022) plus an interest rate spread of 4.6%~~value. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability onin the consolidated balance ~~sheet.~~sheets. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.

The following table summarizes the fair value and the notional values of outstanding derivatives:

September 30, 2022 December 31, 2021
Asset(a)
Liability(b)
Asset(a)
Liability(b)
Dollars in Millions Notional Fair Value Notional Fair Value Notional Fair Value Notional Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts $ — $ — $ 255 $ (19) $ 255 $ 10 $ — $ —
Cross-currency interest rate swap contracts 1,411 136 584 (43) 600 26 — —
Foreign currency forward contracts 7,978 882 145 (8) 3,587 161 1,814 (20)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts 1,628 40 561 (11) 883 9 568 (5)
Other — 8 — — — 12 — —


	September 30, 2023								December 31, 2022
	Asset(a)				Liability(b)				Asset(a)				Liability(b)
Dollars in millions	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Designated as cash flow hedges
Foreign currency exchange contracts	$	6,420	$	326	$	926	$	(26)	$	5,771	$	271	$	2,281	$	(80)
Cross-currency swap contracts	584		12		626		(14)		—		—		584		(7)
Designated as net investment hedges
Foreign currency exchange contracts	416		20		—		—		—		—		—		—
Cross-currency swap contracts	481		23		947		(18)		72		1		1,157		(78)
Designated as fair value hedges
Interest rate swap contracts	—		—		3,755		(24)		—		—		255		(18)
Not designated as hedges
Foreign currency exchange contracts	2,048		86		1,486		(21)		1,564		33		1,703		(19)
Total return swap contracts (c)	—		—		359		(17)		—		—		322		(11)

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

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

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

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
Dollars in Millions Cost of products sold Other (income)/expense, net Cost of products sold Other (income)/expense, net
Interest rate swap contracts $ — $ (5) $ — $ (23)
Cross-currency interest rate swap contracts — 13 — 5
Foreign currency forward contracts (195) (61) (408) (136)

Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021
Dollars in Millions Cost of products sold Other (income)/expense, net Cost of products sold Other (income)/expense, net
Interest rate swap contracts $ — $ (7) $ — $ (22)
Cross-currency interest rate swap contracts — (2) — (8)
Foreign currency forward contracts 19 2 145 (14)


	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign currency exchange contracts	$	(51)	$	(40)	$	(261)	$	(100)
Cross-currency swap contracts	—		26		—		(2)
Interest rate swap contracts	—		—		—		(7)

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign currency exchange contracts	$	(195)	$	(61)	$	(408)	$	(136)
Cross-currency swap contracts	—		13		—		5
Interest rate swap contracts	—		(5)		—		(23)

The following table summarizes the effect of derivative and non-derivative instruments designated as ~~hedging instruments~~hedges in Other ~~Comprehensive Income:~~comprehensive income:

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2022 2021 2022 2021
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income(a)
$ 548 $ 93 $ 1,149 $ 314
Reclassified to Cost of products sold (195) 37 (408) 126
Cross-currency interest rate swap contracts gain/(loss):
Recognized in Other Comprehensive Income (43) — (43) —
Reclassified to Other (income)/expense, net 20 — 20 —
Forward starting interest rate swap contract loss:
Reclassified to Other (income)/expense, net — — (3) —
Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain:
Recognized in Other Comprehensive Income 71 — 135 26
Non-derivatives qualifying as net investment hedges
Non-U.S. dollar borrowings gain:
Recognized in Other Comprehensive Income 40 20 123 45

~~(a) The majority is expected to be reclassified into earnings in the next 24 months.~~


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions	2023		2022		2023		2022
Derivatives designated as cash flow hedges
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income	$	173	$	548	$	226	$	1,149
Reclassified to Cost of products sold	(51)		(195)		(261)		(408)
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income	(23)		(43)		5		(43)
Reclassified to Other (income)/expense, net	35		20		26		20
Forward starting interest rate swap contract loss:
Reclassified to Other (income)/expense, net	—		—		—		(3)
Derivatives designated as net investment hedges
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income	59		71		94		135
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income	18		—		18		—
Non-derivatives designated as net investment hedges
Non-U.S. dollar borrowings gain/(loss):
Recognized in Other comprehensive income	—		40		(10)		123

~~Debt Obligations~~

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:

Dollars in Millions September 30,
2022 December 31,
2021
Non-U.S. short-term borrowings $ 107 $ 105
Current portion of long-term debt 1,903 4,764
Other 122 79
Total $ 2,132 $ 4,948


Dollars in millions	September 30, 2023		December 31, 2022
Non-U.S. short-term debt obligations	$	164	$	176
Current portion of Long-term debt	4,873		3,897
Other	430		191
Total	$	5,467	$	4,264

1719

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


Dollars in Millions		September 30, 2022		December 31, 2021
Principal Value		$	38,137	$	43,095

Adjustments to Principal Value:
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Principal value						Principal value	$	36,329	$	38,234
Adjustments to principal value:						Adjustments to principal value:
Fair value of interest rate swap contracts	Fair value of interest rate swap contracts	(19)		10		Fair value of interest rate swap contracts	(24)		(18)
Unamortized basis adjustment from swap terminations	Unamortized basis adjustment from swap terminations	101		119		Unamortized basis adjustment from swap terminations	85		97
Unamortized bond discounts and issuance costs	Unamortized bond discounts and issuance costs	(290)		(263)		Unamortized bond discounts and issuance costs	(265)		(284)
Unamortized purchase price adjustments of Celgene debt	Unamortized purchase price adjustments of Celgene debt	940		1,408		Unamortized purchase price adjustments of Celgene debt	885		924
Total	Total	$	38,869	$	44,369	Total	$	37,010	$	38,953

Current portion of long-term debt		$	1,903	$	4,764
Current portion of Long-term debt						Current portion of Long-term debt	$	4,873	$	3,897
Long-term debt	Long-term debt	36,966		39,605		Long-term debt	32,137		35,056
Total	Total	$	38,869	$	44,369	Total	$	37,010	$	38,953

The fair value of ~~long-term~~Long-term debt was ~~$34.3~~$31.7 billion as of September 30, ~~2022~~2023 and ~~$49.1~~$34.9 billion atas of December 31, ~~2021~~2022 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of ~~short-term borrowings~~Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.

During the nine months ended September 30, ~~2022, BMS purchased an aggregate principal amount of $6.0~~2023, $1.9 billion of ~~certain of its~~ debt ~~securities for $6.6 billion of cash in tender offers~~matured and ~~“make whole” redemptions. In connection with these transactions, a $266~~was repaid including $750 million ~~net loss on debt redemption was recognized based on the carrying value of the debt~~2.750% Notes, $890 million 3.250% Notes and ~~included in Other (income)/expense, net.~~$239 million 7.150% Notes.

During the nine months ended September 30, 2022, ~~$4.75~~$4.8 billion of debt matured and was repaid including $1.5 billion 2.600% Notes, $500 million Floating Rate Notes, $750 million 2.000% Notes, $1.0 billion 3.250% Notes and $1.0 billion 3.550% Notes.

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


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

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

~~During the nine months ended September 30, 2021,~~ In addition, BMS purchased an aggregate principal amount of ~~$3.5~~$6.0 billion of certain of its debt securities for ~~approximately $4.0~~$6.6 billion of cash in ~~a series of~~ tender offers and ~~“make whole”~~"make-whole" redemptions. In connection with these transactions, a ~~$281~~$266 million net loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net.

~~During the nine months ended September 30, 2021, $2.0 billion of debt matured and was repaid including $500 million 2.875% Notes, $1.0 billion 2.550% Notes and $500 million 2.250% Notes.~~

Interest payments were ~~$1.1 billion~~$932 million and ~~$1.2~~$1.1 billion for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of ~~December 31, 2021,~~September 30, 2023, BMS had four separate revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility which expired in January 2022, a three-year $1.0 billion facility which expired in January 2022 and two five-year $1.5 billion facilities that were extended to September 2025 and July 2026, respectively.

~~In January 2022, BMS entered into~~ a five-year $5.0 billion revolving credit facility expiring in January ~~2027,~~2028, which is extendable annually by one year with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. Concurrently with the entry into this facility, the commitments under our existing five-year $1.5 billion facilities were terminated and the three-year $1.0 billion facility and 364-day $2.0 billion facility expired in accordance with their terms in January 2022. No borrowings were outstanding under ~~any~~the revolving credit facility as of September 30, ~~2022 or~~2023 and December 31, ~~2021.~~2022.

Note ~~10.~~11. RECEIVABLES

Dollars in Millions September 30,
2022 December 31,
2021
Trade receivables $ 8,644 $ 8,723
Less: Charge-backs and cash discounts (599) (723)
Less: Allowance for expected credit loss (24) (21)
Net trade receivables 8,021 7,979
Alliance, Royalties, VAT and other 1,592 1,390
Receivables $ 9,613 $ 9,369


Dollars in millions	September 30, 2023		December 31, 2022
Trade receivables	$	9,095	$	8,848
Less: charge-backs and cash discounts	(661)		(675)
Less: allowance for expected credit loss	(27)		(22)
Net trade receivables	8,407		8,151
Alliance, royalties, VAT and other	1,897		1,735
Receivables	$	10,304	$	9,886

Non-U.S. receivables sold on a nonrecourse basis were ~~$809~~$769 million and ~~$1.1 billion~~$809 million for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Receivables from the three largest customers in the U.S. represented ~~approximately 67%~~71% and ~~59%~~66% of total trade receivables as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Note ~~11.~~12. INVENTORIES


Dollars in Millions		September 30, 2022		December 31, 2021
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Finished goods	Finished goods	$	357	$	543	Finished goods	$	533	$	509
Work in process	Work in process	1,870		2,111		Work in process	2,289		1,850
Raw and packaging materials	Raw and packaging materials	446		350		Raw and packaging materials	461		464
Total inventories	Total inventories	$	2,673	$	3,004	Total inventories	$	3,283	$	2,823

Inventories	Inventories	$	2,074	$	2,095	Inventories	$	2,436	$	2,339
Other non-current assets	Other non-current assets	599		909		Other non-current assets	847		484

The fair value ~~adjustments~~adjustment related to the Celgene acquisition ~~were $137~~was $84 million as of ~~September 30,~~December 31, 2022 and ~~$508 million at December 31, 2021. Other non-current assets include inventory expected to remain on hand beyond 12 months~~was fully amortized in ~~both periods.~~the second quarter of 2023.

Note ~~12.~~13. PROPERTY, PLANT AND EQUIPMENT


Dollars in Millions		September 30, 2022		December 31, 2021
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Land	Land	$	162	$	169	Land	$	162	$	162
Buildings	Buildings	5,749		5,897		Buildings	6,280		5,920
Machinery, equipment and fixtures	Machinery, equipment and fixtures	3,290		3,252		Machinery, equipment and fixtures	3,576		3,284
Construction in progress	Construction in progress	973		764		Construction in progress	1,114		1,053
Gross property, plant and equipment	Gross property, plant and equipment	10,174		10,082		Gross property, plant and equipment	11,132		10,419
Less accumulated depreciation	Less accumulated depreciation	(4,139)		(4,033)		Less accumulated depreciation	(4,651)		(4,164)
Property, plant and equipment	Property, plant and equipment	$	6,035	$	6,049	Property, plant and equipment	$	6,481	$	6,255

Depreciation expense was $151 million and $448 million for the three and nine months ended September 30, 2023 and $148 million and $434 million for the three and nine months ended September 30, 2022, ~~and $144 million and $422 million for the three and nine months ended September 30, 2021,~~ respectively.

Note ~~13.~~14. GOODWILL AND OTHER INTANGIBLE ASSETS

Dollars in Millions Estimated Useful Lives September 30,
2022 December 31,
2021
Goodwill(a)
$ 21,112 $ 20,502
Other intangible assets(a):
Licenses 5 – 15 years 370 307
Acquired marketed product rights 3 – 15 years 60,477 60,454
Capitalized software 3 – 10 years 1,613 1,499
IPRD 6,560 3,750
Gross other intangible assets 69,020 66,010
Less accumulated amortization (30,841) (23,483)
Other intangible assets $ 38,179 $ 42,527

~~(a) Includes goodwill~~Goodwill

The changes in the carrying amounts in Goodwill were as follows:


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

Currency translation and other adjustments	(2)
Balance at September 30, 2023	$	21,147

Other Intangible Assets

Other intangible assets ~~recognized as part~~consisted of the ~~Turning Point acquisition in 2022. Refer to “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for further information related to the Turning Point acquisition.~~following:


	Estimated Useful Lives	September 30, 2023						December 31, 2022
Dollars in millions		Gross carrying amounts		Accumulated amortization		Other intangible assets, net		Gross carrying amounts		Accumulated amortization		Other intangible assets, net
Licenses	5 – 15 years	$	363	$	(144)	$	219	$	400	$	(128)	$	272
Acquired marketed product rights	3 – 15 years	59,577		(37,794)		21,783		60,477		(31,949)		28,528
Capitalized software	3 – 10 years	1,639		(1,171)		468		1,555		(1,056)		499
IPRD		6,480		—		6,480		6,560		—		6,560
Total		$	68,059	$	(39,109)	$	28,950	$	68,992	$	(33,133)	$	35,859

Amortization expense of ~~other~~Other intangible assets was $2.3 billion and $6.9 billion during the three and nine months ended September 30, 2023 and $2.5 billion and $7.4 billion for the three and nine months ended September 30, 2022, ~~and $2.6 billion and $7.7 billion for the three and nine months ended September 30, 2021,~~ respectively.

~~In the third quarter of 2022, a $58 million~~

The other intangible assets impairments were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions	2023		2022		2023		2022
IPRD	$	60	$	58	$	80	$	98
Licenses	29		—		29		—
Total	$	89	$	58	$	109	$	98

IPRD impairment ~~charge was recorded in Research and development expense resulting from a decision~~charges were recognized following decisions to discontinue development of an investigational ~~compound~~compounds in connection with the prioritization of ~~current~~ pipeline ~~opportunities. The compound was obtained in the acquisition of Turning Point~~opportunities and ~~was being studied as a potential treatment of advanced or metastatic solid tumors in adults. The charge represented a full write-down.~~

~~In the first quarter of 2022, a $40 million IPRD impairment charge was~~were recorded in Research and development ~~expense resulting from a decision to discontinue development~~expense. Licenses impairment charges were recognized for out-licensed assets following assessments of ~~an investigational compound~~future economic benefits and were included in ~~connection with the prioritization of current pipeline opportunities.~~Other Income/(expense), net. The ~~compound was obtained in the acquisition of Celgene and was being studied as a potential treatment for autoimmune diseases. The charge~~impairments represented a full ~~write-down.~~

In the third quarter of 2021, a $610 million IPRD impairment charge for an investigational compound was recorded in Research and development expense primarily resulting from changes in clinical timelines, expected launch dates and competitive landscape. The compound was being studied as a potential treatment for hematologic diseases and was acquired in the acquisition of Celgene. The charge represented a partial write-down of its carrying value based on the estimated fair value determined using discounted cash flow projections.

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

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

Note ~~14.~~15. SUPPLEMENTAL FINANCIAL INFORMATION


Dollars in Millions		September 30, 2022		December 31, 2021
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Income taxes	Income taxes	$	3,181	$	2,786	Income taxes	$	4,933	$	3,547
Research and development	Research and development	627		514		Research and development	714		579
Contract assets	Contract assets	446		361		Contract assets	410		504
Equity investments		—		255

Restricted cash(a)	Restricted cash(a)	164		140		Restricted cash(a)	54		148
Other	Other	1,664		776		Other	1,096		1,017
Other current assets	Other current assets	$	6,082	$	4,832	Other current assets	$	7,207	$	5,795


Dollars in Millions		September 30, 2022		December 31, 2021
Equity investments		$	1,959	$	2,713
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Equity investments (Note 9)						Equity investments (Note 9)	$	1,557	$	2,187
Operating leases						Operating leases	1,367		1,220
Inventories	Inventories	599		909		Inventories	847		484
Operating leases		883		919
Pension and postretirement	Pension and postretirement	301		317		Pension and postretirement	296		285
Research and development	Research and development	547		248		Research and development	427		496
Restricted cash(a)	Restricted cash(a)	59		197		Restricted cash(a)	—		54
Receivables and convertible notes						Receivables and convertible notes	432		—
Other	Other	397		232		Other	288		214
Other non-current assets	Other non-current assets	$	4,745	$	5,535	Other non-current assets	$	5,214	$	4,940

(a) Restricted cash primarily consists of funds restricted for annual Company contributions to the defined contribution plan in the U.S. and escrow for litigation settlements. Cash is restricted when withdrawal or general use is contractually or legally restricted. ~~Restricted cash of $339 million as~~As of September 30, ~~2021,~~2022, restricted cash of $223 million was included in ~~cash,~~Cash, cash equivalents and restricted cash in the consolidated ~~statements~~statement of cash flows.

Dollars in Millions September 30,
2022 December 31, 2021
Rebates and discounts $ 6,839 $ 6,399
Income taxes 1,287 754
Employee compensation and benefits 1,008 1,375
Research and development 1,296 1,373
Dividends 1,148 1,186
Interest 311 378
Royalties 385 410
Operating leases 167 169
Other 1,762 1,927
Other current liabilities $ 14,203 $ 13,971

Dollars in Millions September 30,
2022 December 31, 2021
Income taxes $ 4,398 $ 4,835
Pension and postretirement 553 654
Operating leases 845 874
Deferred income 296 326
Deferred compensation 337 427
Other 256 218
Other non-current liabilities $ 6,685 $ 7,334


Dollars in millions	September 30, 2023		December 31, 2022
Rebates and discounts	$	7,782	$	6,702
Income taxes	1,458		942
Employee compensation and benefits	876		1,425
Research and development	1,307		1,359
Dividends	1,160		1,196
Interest	371		321
Royalties	427		431
Operating leases	150		136

Other	1,651		2,074
Other current liabilities	$	15,182	$	14,586

2122


Dollars in millions	September 30, 2023		December 31, 2022
Income taxes	$	3,215	$	3,992
Pension and postretirement	386		402
Operating leases	1,513		1,261
Deferred income	316		283
Deferred compensation	384		349
Other	389		303
Other non-current liabilities	$	6,203	$	6,590

Note ~~15.~~16. EQUITY

The following table summarizes changes in equity for the nine months ended September 30, ~~2022:~~2023:

Common Stock Capital in Excess of Par Value of Stock Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Noncontrolling Interest
Dollars and Shares in Millions Shares Par Value Shares Cost
Balance at December 31, 2021 2,923 $ 292 $ 44,361 $ (1,268) $ 23,820 747 $ (31,259) $ 60
Net Earnings — — — — 1,278 — — 5
Other Comprehensive Income — — — 39 — — — —
Cash dividends declared(a)
— — — — (1,150) — — —
Share repurchase program — — (750) — — 65 (4,250) —
Stock compensation — — 145 — — (18) 322 —
Balance at March 31, 2022 2,923 $ 292 $ 43,756 $ (1,229) $ 23,948 794 $ (35,187) $ 65
Net Earnings — — — — 1,421 — — 8
Other Comprehensive Income — — — 237 — — — —
Cash dividends declared(a)
— — — — (1,152) — — —
Share repurchase program — — 300 — — 2 (300) —
Stock compensation — — 319 — — (8) 195 —
Distributions — — — — — — — (12)
Balance at June 30, 2022 2,923 292 44,375 (992) 24,217 788 (35,292) 61
Net Earnings — — — — 1,606 — — 2
Other Comprehensive Income — — — 151 — — — —
Cash dividends declared(a)
— — — — (1,148) — — —
Stock repurchase program — — 450 — — 12 (1,151) —
Stock compensation — — 131 — — (1) 32 —
Balance at September 30, 2022 2,923 $ 292 $ 44,956 $ (841) $ 24,675 799 $ (36,411) $ 63

~~(a) Cash dividends declared per common share were $0.54 for the three months ended March 31, 2022, June 30, 2022 and September 30, 2022, respectively.~~


	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and shares in millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2022	2,923	$	292	$	45,165	$	(1,281)	$	25,503	825	$	(38,618)	$	57
Net earnings	—	—		—		—		2,262		—	—		5
Other comprehensive loss	—	—		—		(87)		—		—	—		—
Cash dividends declared $0.57 per share	—	—		—		—		(1,197)		—	—		—
Share repurchase program	—	—		—		—		—		4	(250)		—
Stock compensation	—	—		(25)		—		—		(6)	60		—
Balance at March 31, 2023	2,923	$	292	$	45,140	$	(1,368)	$	26,568	823	$	(38,808)	$	62
Net earnings	—	—		—		—		2,073		—	—		4
Other comprehensive loss	—	—		—		(19)		—		—	—		—
Cash dividends declared $0.57 per share	—	—		—		—		(1,192)		—	—		—
Share repurchase program	—	—		—		—		—		13	(911)		—
Stock compensation	—	—		159		—		—		(2)	39		—
Distributions	—	—		—		—		—		—	—		(9)
Balance at June 30, 2023	2,923	292		45,299		(1,387)		27,449		834	(39,680)		57
Net Earnings	—	—		—		—		1,928		—	—		7
Other comprehensive income	—	—		—		101		—		—	—		—
Cash dividends declared $0.57 per share	—	—		—		—		(1,159)		—	—		—
Stock repurchase program	—	—		(600)		—		—		56	(3,433)		—
Stock compensation	—	—		146		—		—		(1)	27		—
Convertible debt	—	—		4		—		—		—	11		—

Balance at September 30, 2023	2,923	$	292	$	44,849	$	(1,286)	$	28,218	889	$	(43,075)	$	64

The following table summarizes changes in equity for the nine months ended September 30, ~~2021:~~2022:

Common Stock Capital in Excess of Par Value of Stock Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Noncontrolling Interest
Dollars and Shares in Millions Shares Par Value Shares Cost
Balance at December 31, 2020 2,923 $ 292 $ 44,325 $ (1,839) $ 21,281 679 $ (26,237) $ 60
Net Earnings — — — — 2,021 — — 8
Other Comprehensive Income — — — 295 — — — —
Cash dividends declared(a)
— — — — (1,098) — — —
Share repurchase program — — — — — 28 (1,768) —
Stock compensation — — (473) — — (15) 806 —
Balance at March 31, 2021 2,923 $ 292 $ 43,852 $ (1,544) $ 22,204 692 $ (27,199) $ 68
Net Earnings — — — — 1,055 — — 6
Other Comprehensive Loss — — — 26 — — — —
Cash dividends declared(a)
— — — — (1,091) — — —
Stock repurchase program — — — — — 19 (1,235) —
Stock compensation — — 212 — — (10) 236 —
Distributions — — — — — — — (8)
Balance at June 30, 2021 2,923 292 44,064 (1,518) 22,168 701 (28,198) 66
Net Earnings — — — — 1,546 — — 5
Other Comprehensive Loss — — — 94 — — — —
Cash dividends declared(a)
— — — — (1,089) — — —
Stock repurchase program — — — — — 7 (487) —
Stock compensation — — 228 — — (5) 113 —
Balance at September 30, 2021 2,923 $ 292 $ 44,292 $ (1,424) $ 22,625 703 $ (28,572) $ 71

~~(a) Cash dividends declared per common share were $0.49 for the three months ended March 31, 2021, June 30, 2021 and September 30, 2021, respectively.~~

BMS has a share repurchase program, authorized by its Board of Directors, allowing for repurchases of its shares. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method. The outstanding share repurchase authorization under the program was approximately $15.2 billion as of December 31, 2021.


	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and shares in millions	Shares	Par Value								Shares	Cost
Balance at December 31, 2021	2,923	$	292	$	44,361	$	(1,268)	$	23,820	747	$	(31,259)	$	60
Net earnings	—	—		—		—		1,278		—	—		5
Other comprehensive income	—	—		—		39		—		—	—		—
Cash dividends declared $0.54 per share	—	—		—		—		(1,150)		—	—		—
Share repurchase program	—	—		(750)		—		—		65	(4,250)		—
Stock compensation	—	—		145		—		—		(18)	322		—

Balance at March 31, 2022	2,923	$	292	$	43,756	$	(1,229)	$	23,948	794	$	(35,187)	$	65
Net earnings	—	—		—		—		1,421		—	—		8
Other comprehensive income	—	—		—		237		—		—	—		—
Cash dividends declared $0.54 per share	—	—		—		—		(1,152)		—	—		—
Stock repurchase program	—	—		300		—		—		2	(300)		—
Stock compensation	—	—		319		—		—		(8)	195		—
Distributions	—	—		—		—		—		—	—		(12)
Balance at June 30, 2022	2,923	292		44,375		(992)		24,217		788	(35,292)		61
Net Earnings	—	—		—		—		1,606		—	—		2
Other comprehensive income	—	—		—		151		—		—	—		—
Cash dividends declared $0.54 per share	—	—		—		—		(1,148)		—	—		—
Stock repurchase program	—	—		450		—		—		12	(1,151)		—
Stock compensation	—	—		131		—		—		(1)	32		—

Balance at September 30, 2022	2,923	$	292	$	44,956	$	(841)	$	24,675	799	$	(36,411)	$	63

During the ~~first~~third quarter of ~~2022,~~2023, BMS entered into accelerated share repurchase ("ASR") agreements to repurchase an aggregate amount of ~~$5.0~~$4.0 billion of the Company's common stock. The ASR agreements were funded with cash ~~on-hand. In~~on-hand and are expected to settle in the ~~first~~fourth quarter of ~~2022 approximately 65~~2023. Approximately 56 million shares of common stock (85% of the ~~$5.0~~$4.0 billion aggregate repurchase price) were received by BMS and included in treasury ~~stock. The remaining amounts in the ASR agreements were settled in two tranches during the second and third quarters and 4 million shares~~stock as of ~~common stock were received by BMS and transferred to treasury stock.~~September 30, 2023. The total number of shares to be repurchased under the ASR agreements ~~was~~will be based on volume-weighted average prices of BMS's common stock during the terms of the ASR transactions less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements. In addition, as part of its share repurchase program, BMS repurchased ~~approximately 10~~17 million shares of its common stock for ~~$701 million~~$1.2 billion during the ~~three~~nine months ended September 30, ~~2022.~~2023. The ~~outstanding~~remaining share repurchase ~~authorization~~capacity under the BMS share repurchase program was approximately ~~$9.5~~$2.0 billion as of September 30, ~~2022.~~2023.

During the first quarter of 2022, BMS entered into ASR agreements to repurchase an aggregate amount of $5.0 billion of the Company's common stock. The ASR agreements were funded with cash on-hand and 65 million shares of common stock (85% of the $5.0 billion aggregate repurchase price) were received by BMS and included in treasury stock. The remaining amounts in the ASR agreements were settled in two tranches during the second and third quarters of 2022 and 4 million shares of common stock were received by BMS and transferred to treasury stock.

2324

The ~~components of~~following table summarizes the changes in Other ~~Comprehensive Income were as follows:~~comprehensive income by component:

2022 2021
Dollars in Millions Pretax Tax After Tax Pretax Tax After Tax
Three Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses) $ 505 $ (66) $ 439 $ 93 $ (13) $ 80
Reclassified to net earnings(a)
(175) 22 (153) 37 (4) 33
Derivatives qualifying as cash flow hedges 330 (44) 286 130 (17) 113
Pension and postretirement benefits:
Actuarial gains/(losses) 14 (4) 10 (4) 1 (3)
Amortization(b)
7 (1) 6 10 (2) 8
Settlements(b)
2 — 2 2 — 2
Pension and postretirement benefits 23 (5) 18 8 (1) 7
Marketable debt securities:
Unrealized (losses)/gains — — — (3) — (3)
Foreign currency translation (131) (22) (153) (18) (5) (23)
Other Comprehensive Income $ 222 $ (71) $ 151 $ 117 $ (23) $ 94


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges
Recognized in Other comprehensive income/(loss)	$	150	$	(18)	$	132	$	231	$	(31)	$	200
Reclassified to net earnings(a)	(16)		(2)		(18)		(235)		28		(207)
Derivatives qualifying as cash flow hedges	134		(20)		114		(4)		(3)		(7)

Pension and postretirement benefits
Actuarial gains/(losses)	3		(1)		2		(10)		1		(9)




Marketable debt securities
Unrealized losses	(3)		1		(2)		(3)		1		(2)

Foreign currency translation	4		(17)		(13)		35		(22)		13

Other comprehensive income/(loss)	$	138	$	(37)	$	101	$	18	$	(23)	$	(5)


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges
Recognized in Other comprehensive income	$	505	$	(66)	$	439	$	1,106	$	(147)	$	959
Reclassified to net earnings(a)	(175)		22		(153)		(391)		50		(341)
Derivatives qualifying as cash flow hedges	330		(44)		286		715		(97)		618

Pension and postretirement benefits
Actuarial gains	14		(4)		10		54		(11)		43
Amortization(b)	7		(1)		6		19		(4)		15
Settlements(b)	2		—		2		7		(1)		6
Pension and postretirement benefits	23		(5)		18		80		(16)		64

Marketable debt securities
Unrealized losses	—		—		—		(2)		—		(2)

Foreign currency translation	(131)		(22)		(153)		(201)		(52)		(253)

Other comprehensive income	$	222	$	(71)	$	151	$	592	$	(165)	$	427

(a)Included in Cost of products sold and Other (income)/expense, net. Refer to “—"—Note ~~9.Financial~~9. Financial Instruments and Fair Value ~~Measurements“ for further information.~~

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

2022 2021
Dollars in Millions Pretax Tax After Tax Pretax Tax After Tax
Nine Months Ended September 30,
Derivatives qualifying as cash flow hedges:
Unrealized (losses)/gains $ 1,106 $ (147) $ 959 $ 314 $ (27) $ 287
Reclassified to net earnings(a)
(391) 50 (341) 126 (14) 112
Derivatives qualifying as cash flow hedges 715 (97) 618 440 (41) 399
Pension and postretirement benefits:
Actuarial gains/(losses) 54 (11) 43 18 (2) 16
Amortization(b)
19 (4) 15 29 (7) 22
Settlements(b)
7 (1) 6 8 (1) 7
Pension and postretirement benefits 80 (16) 64 55 (10) 45
Marketable debt securities:
Unrealized (losses)/gains (2) — (2) (9) 2 (7)
Foreign currency translation (201) (52) (253) (6) (16) (22)
Other Comprehensive Income $ 592 $ (165) $ 427 $ 480 $ (65) $ 415

~~(a)Included in Cost of products sold and Other (income)/expense, net. Refer to “—Note 9.Financial Instruments and Fair Value Measurements“~~Measurements" for further information.

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

The accumulated balances related to each component of Other ~~Comprehensive Income,~~comprehensive income/(loss), net of taxes, were as follows:


Dollars in Millions		September 30, 2022		December 31, 2021
Dollars in millions						Dollars in millions	September 30, 2023		December 31, 2022
Derivatives qualifying as cash flow hedges	Derivatives qualifying as cash flow hedges	$	796	$	178	Derivatives qualifying as cash flow hedges	$	225	$	232
Pension and postretirement benefits	Pension and postretirement benefits	(704)		(768)		Pension and postretirement benefits	(632)		(623)
Marketable debt securities	Marketable debt securities	—		2		Marketable debt securities	(2)		—
Foreign currency translation(a)	Foreign currency translation(a)	(933)		(680)		Foreign currency translation(a)	(877)		(890)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	$	(841)	$	(1,268)	Accumulated other comprehensive loss	$	(1,286)	$	(1,281)

(a)Includes net investment hedge gains of $205 million and $125 million as of September 30, 2023 and December 31, 2022, respectively.

2425

Note ~~16.~~17. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Dollars in millions										Dollars in millions	2023		2022		2023		2022
Cost of products sold	Cost of products sold	$	11	$	14	$	30	$	44	Cost of products sold	$	14	$	11	$	38	$	30
Marketing, selling and administrative	Marketing, selling and administrative	48		59		144		184		Marketing, selling and administrative	55		48		162		144
Research and development	Research and development	56		66		164		210		Research and development	63		56		191		164
Other (income)/expense, net		—		3		—		12
Total stock-based compensation expense		$	115	$	142	$	338	$	450

Total Stock-based compensation expense										Total Stock-based compensation expense	$	132	$	115	$	391	$	338

Income tax benefit(a)	Income tax benefit(a)	$	23	$	29	$	67	$	93	Income tax benefit(a)	$	28	$	23	$	80	$	67

(a) Income tax benefit excludes excess tax benefits from share-based compensation awards that were vested or exercised of $1 million and $21 million for the three and nine months ended September 30, 2023, and $4 million and $63 million for the three and nine months ended September 30, 2022, ~~and $7 million and $36 million for the three and nine months ended September 30, 2021,~~ respectively.

The number of units granted and the weighted-average fair value on the grant date for the nine months ended September 30, ~~2022~~2023 were as follows:


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

Restricted stock units	Restricted stock units	8.1	$	63.86	Restricted stock units	9.3	$	60.52
Market share units	Market share units	1.0	60.74		Market share units	1.0	58.18
Performance share units	Performance share units	1.4	66.76		Performance share units	1.5	64.18


Dollars in Millions		Restricted Stock Units		Market Share Units		Performance Share Units
Dollars in millions								Dollars in millions	Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	Unrecognized compensation cost	$	810	$	62	$	111	Unrecognized compensation cost	$	893	$	63	$	115
Expected weighted-average period in years of compensation cost to be recognized	Expected weighted-average period in years of compensation cost to be recognized	2.9		3.0		1.8		Expected weighted-average period in years of compensation cost to be recognized	2.8		2.9		1.8

Note ~~17.~~18. LEGAL PROCEEDINGS AND CONTINGENCIES

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

While BMS does not believe that any of these matters, except as otherwise specifically noted below, will have a material adverse effect on its financial position or liquidity as BMS believes it has substantial claims and/or defenses in the matters, the outcomes of ~~BMS’s~~BMS's legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or any other or future lawsuits, claims, government investigations or other legal proceedings will not be material to ~~BMS’s~~BMS's financial position, results of operations or cash flows for a particular period. Furthermore, failure to successfully enforce ~~BMS’s~~BMS's patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

Unless otherwise noted, BMS is unable to assess the outcome of the respective matters nor is it able to estimate the possible loss or range of losses that could potentially result for such matters. Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see ~~“—Note~~" —Note 7. Income ~~Taxes”.~~Taxes."

2526

INTELLECTUAL PROPERTY

~~Anti-PD-1~~Anti-PD-L1 and ~~Anti-PD-L1 Antibody Litigation~~

~~In September 2015, Dana-Farber Cancer Institute (“Dana-Farber”) filed a complaint in the~~CTLA-4 — U.S. District Court for the District of Massachusetts seeking to correct the inventorship on up to six related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber sought to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in the case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer during the relevant period. In May 2019, the District Court issued a decision ruling that the two scientists should be added as inventors to the patents, which decision was affirmed on appeal. In June 2019, Dana-Farber filed a new lawsuit in the District of Massachusetts against BMS seeking damages as a result of the decision adding the scientists as inventors. In February 2021, BMS filed a motion to dismiss that complaint. In August 2021, the Court denied the motion to dismiss, but ruled that Dana-Farber’s claims for damages before May 17, 2019—the date of the District Court’s ruling that Dana-Farber was a co-inventor of the patents—are preempted by federal patent law. A trial has been scheduled for May 2023.

On March 17, 2022, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca UK Ltd ~~("AZ"~~(collectively, "AZ") alleging that AZ's marketing of the PD-L1 antibody Imfinzi infringes certain claims of U.S. Patent Nos. 9,580,505, 9,580,507, 10,138,299, 10,308,714, 10,266,594, 10,266,595, 10,266,596 and 10,323,092. ~~A trial has been scheduled to begin on~~On April ~~22, 2024.~~

~~CAR T~~

~~In October 2017, Juno and Sloan Kettering Institute for Cancer Research (“SKI”)~~25, 2023, BMS filed ~~a complaint for patent infringement~~an additional lawsuit against ~~Kite Pharma, Inc. (“Kite”)~~AZ in ~~the~~ U.S. District Court for the ~~Central~~ District of ~~California. The complaint alleged~~Delaware alleging that ~~Kite’s~~ AZ's marketing of the PD-L1 antibody Imfinzi infringes U.S. Patent No. 9,402,899.

Yescarta* ~~product~~

On January 23, 2023, BMS filed a lawsuit in U.S. District Court for the District of Delaware against AstraZeneca Pharmaceuticals LP and AstraZeneca AB (collectively, "AZ AB") alleging that AZ AB's marketing of the CTLA-4 antibody Imjudo infringes certain claims of U.S. Patent ~~No. 7,446,190 (the “’190 Patent”) concerning CAR T cell technologies. Kite filed~~Nos. 9,320,811 and 9,273,135.

On July 24, 2023, BMS entered into an ~~answer~~agreement with AZ and ~~counterclaims asserting non-infringement and invalidity of~~AZ AB to settle all outstanding claims between them in the ’190 Patent. In December 2019, following an eight-day trial, the jury rejected Kite’s defenses, finding that Kite willfully infringed the ’190 Patent and awarding to Juno and SKI a reasonable royalty consisting of a $585 million upfront payment and a 27.6% running royalty on Kite’s sales of Yescarta* through the expiration of the ’190 Patent in August 2024. In January 2020, Kite renewed its previous motion for judgment as a matter of law and also moved for a new trial, and Juno filed a motion seeking enhanced damages, supplemental damages, ongoing royalties, and prejudgment interest. In March 2020, the Court denied both of Kite’s motions in their entirety. In April 2020, the Court granted in part Juno’s motion and entered a final judgment awarding to Juno and SKI approximately $1.2 billion in royalties, interest and enhanced damages and a 27.6% running royalty on Kite’s sales of ~~Yescarta~~* from December 13, 2019 through the expiration of the ’190 Patent in August 2024. In April 2020, Kite appealed the final judgment to the U.S. Court of Appeals for the Federal CircuitCTLA-4 litigation and the ~~Court held an oral hearing on July 6, 2021. In August 2021, a Federal Circuit panel reversed the jury verdict and district court decision and found the ’190 Patent~~two PD-L1 antibody litigations described above. Refer to ~~be invalid. In October 2021, Juno and SKI filed a petition with the Federal Circuit~~"—Note 5. Other (Income)/Expense, Net" for ~~panel and en banc rehearing, which the Federal Circuit denied on January 14, 2022. On June 13, 2022, Juno and SKI filed a petition for a writ of certiorari with the U.S. Supreme Court.~~further information.

Eliquis - Europe

Lawsuits have been filed by generic companies in various countries in Europe seeking revocation of our composition-of-matter patents and Supplementary Protection Certificates ("SPCs") relating to Eliquis, and trials or preliminary proceedings have been held in certain of those cases.

In Finland, the court granted our request for a preliminary injunction prohibiting Teva from offering, storing or selling generic Eliquis products in Finland that have obtained price and reimbursement. A trial regarding Teva's challenge to the validity of the Finnish composition-of-matter patent and related SPC concluded on July 5, 2023, and a decision is expected sometime in the fourth quarter of 2023.

In ~~November 2020~~France, a trial was held regarding Teva's challenge to the validity of the French composition-of-matter patent and ~~January 2021,~~related SPC, and a decision was issued on June 8, 2023, confirming their validity and rejecting Teva's claims. Teva has appealed the decision.

In Ireland, the court granted our request for a preliminary injunction prohibiting Teva from making, offering, putting on the market and/or using and/or importing or stocking for the aforesaid purposes, generic Eliquis products. The trial court's preliminary injunction decision was subsequently upheld by the Irish Court of Appeal. A trial regarding Teva's challenge to the validity of the Irish composition-of-matter patent and related SPC concluded on July 28, 2023, and a decision is expected sometime in the fourth quarter of 2023.

In the Netherlands, our requests for preliminary injunctions to prevent at-risk generic launches by Sandoz, ~~Limited (“Sandoz”)~~Stada and Teva ~~Pharmaceutical Industries Ltd. (“~~prior to full trials on the validity of the Dutch composition-of-matter patent and SPC were initially denied by the lower courts. However, in a judgment issued on August 15, 2023, the Dutch Court of Appeal overturned the decisions of the lower court, issued preliminary injunctions against Sandoz, Stada and Teva ~~Limited”), respectively,~~and ordered those companies to recall any generic Eliquis product from the Dutch market. Full trials regarding challenges to the validity of the Dutch composition-of-matter patent and related SPC by Sandoz began on October 13, 2023, and those related to Teva are scheduled to begin on January 12, 2024.

In Norway, a trial was held regarding Teva's challenge to the validity of the Norwegian composition-of-matter patent and related SPC, and a decision was issued on May 23, 2023, confirming their validity and rejecting Teva's claims. Teva has appealed the decision.

In Portugal, there are patent validity and infringement proceedings pending with multiple companies seeking to market generic versions of Eliquis. A trial regarding Mylan's challenge to the validity of the Portuguese composition-of-matter patent is scheduled to conclude November 29, 2023. In early September, Teva launched a generic Eliquis product on the Portuguese market. On September 15, 2023, BMS filed a request for a preliminary injunction against Teva at the Portuguese Intellectual Property Court.

In Spain, a trial regarding Teva's challenge to the validity of the Spanish composition-of-matter patent and related SPC was held on October 18-19, 2023.

In Sweden, a trial was held regarding Teva's challenge to the validity of the Swedish composition-of-matter patent and related SPC, and a decision was issued on November 2, 2022, confirming their validity and rejecting Teva's claims. Teva has appealed the decision.

In Switzerland, a trial regarding Teva's challenge to the validity of the Swiss composition-of-matter patent and related SPC is scheduled to begin on November 29, 2023.

In the UK, Sandoz and Teva filed lawsuits in the United Kingdom seeking revocation of the UK ~~apixaban composition of matter~~composition-of-matter patent and related ~~Supplementary Protection Certificate (“SPC”).~~SPC. BMS subsequently filed counterclaims for infringement in both actions. A combined trial took place in February 2022, and in a ~~judgement~~judgment issued on April 7, 2022, the judge found the UK apixaban ~~composition of matter~~composition-of-matter patent and related SPC invalid. ~~The Company is seeking permission to appeal from~~BMS appealed the judgment and on May 4, 2023, the Court of ~~Appeal.~~

~~Similar lawsuits have been~~Appeal upheld the lower court's decision. On June 1, 2023, BMS filed ~~in various other countries in Europe seeking revocation of our composition of matter patents and SPCs relating~~an application to ~~Eliquis,~~ ~~and trials have been scheduled in certain of those cases. In May 2022, a Dutch court issued a~~appeal to the UK Supreme Court. Following the first instance decision ~~denying a request by the Company for a preliminary injunction that would have prevented an at-risk generic launch~~ in the Netherlands by Sandoz prior to a full trial on the validity of the Dutch composition of matter patent and SPC. In September 2022, a trial was held in Sweden regarding Teva’s challenge to the validity of the Swedish apixaban composition of matter patent and related SPC, and a decision is expected on November 2, 2022.

~~Following the above decisions in the~~ UK, ~~and the Netherlands,~~ generic manufacturers have begun marketing generic versions of Eliquis in the UKUK.

In addition to the above, challenges to the validity of the composition-of-matter patent and ~~the Netherlands,~~related SPC are pending in Denmark, Italy, Poland, Czechia, Slovakia, Hungary, Bulgaria, Croatia, Greece and Lithuania.

Generic manufacturers may seek to market generic versions of Eliquis in additional countries in Europe prior to the expiration of our patents, which may lead to additional infringement and invalidity actions involving Eliquis patents being filed in various countries in Europe.

Inrebic - U.S.

26In September 2023, BMS received a Notice Letter from Teva notifying BMS that Teva had filed an ANDA containing a paragraph IV certification seeking approval of a generic version of Inrebic in the U.S. and challenging certain patents listed in the Orange Book for Inrebic. In response, in October 2023, BMS filed a patent infringement action against Teva in the U.S. District Court for the District of New Jersey.

Onureg – U.S.

~~In November 2021,~~ BMS has received a Notice ~~Letter~~Letters from Accord Healthcare, Inc. ("Accord"), MSN Laboratories Private Limited ("MSN"), Teva Pharmaceuticals, Inc. ("Teva") and Natco Pharma Limited ("Natco"), respectively, each notifying BMS that ~~Accord had~~it has filed an ~~aNDA~~ANDA containing a paragraph IV certification seeking approval of a generic version of Onureg in the U.S. and challenging ~~the one~~U.S. Patent Nos. 11,571,436 (the "'436 Patent") and 8,846,628 (the "'628 Patent"), FDA Orange Book-listed formulation ~~patent expiring~~patents covering Onureg, which expire in ~~2030.~~2029 and 2030, respectively. In response, BMS has filed a patent infringement action against Accord, MSN, Teva and Natco in the U.S. District Court for the District of Delaware. AIn August 2023, the Accord and MSN actions were consolidated, and a trial has been scheduled to begin on ~~March 18,~~September 23, 2024. No trial dates have been scheduled for the Teva or Natco actions.

In February 2023, Apotex Inc. filed a request for inter partes review ("IPR") of the '628 Patent. On July 20, 2023, the USPTO granted Apotex's request to institute an IPR of the '628 Patent.

Plavix* - Australia

Sanofi was notified that, in August 2007, GenRx Proprietary Limited ~~(“GenRx”~~("GenRx") obtained regulatory approval of an application for clopidogrel bisulfate 75mg tablets in Australia. GenRx, formerly a subsidiary of Apotex Inc., subsequently changed its name to Apotex ~~(“GenRx-Apotex”~~("GenRx-Apotex"). In August 2007, GenRx-Apotex filed an application in the Federal Court of Australia seeking revocation of ~~Sanofi’s~~Sanofi's Australian Patent No. 597784 (Case No. NSD 1639 of 2007). Sanofi filed counterclaims of infringement and sought an injunction. On September 21, 2007, the Federal Court of Australia granted ~~Sanofi’s~~Sanofi's injunction. A subsidiary of BMS was subsequently added as a party to the proceedings. In February 2008, a second company, Spirit Pharmaceuticals Pty. Ltd., also filed a revocation suit against the same patent. This case was consolidated with the GenRx-Apotex case. On August 12, 2008, the Federal Court of Australia held that claims of Patent No. 597784 covering clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate salts were valid. The Federal Court also held that the process claims, pharmaceutical composition claims, and claim directed to clopidogrel and its pharmaceutically acceptable salts were invalid. BMS and Sanofi filed notices of appeal in the Full Court of the Federal Court of Australia (“("Full ~~Court”~~Court") appealing the holding of invalidity of the claim covering clopidogrel and its pharmaceutically acceptable salts, process claims, and pharmaceutical composition claims. GenRx-Apotex appealed. On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In March 2010, the High Court of Australia denied a request by BMS and Sanofi to hear an appeal of the Full Court decision. The case was remanded to the Federal Court for further proceedings related to damages sought by GenRx-Apotex. BMS and GenRx-Apotex settled, and the GenRx-Apotex case was dismissed. The Australian government intervened in this matter seeking maximum damages up to 449 million AUD ($~~292~~289 million), plus interest, which would be split between BMS and Sanofi, for alleged losses experienced for paying a higher price for branded Plavix* during the period when the injunction was in place. BMS and Sanofi dispute that the Australian government is entitled to any damages. A trial was concluded in September 2017. In April 2020, the Federal Court issued a decision dismissing the Australian ~~government’s~~government's claim for damages. In May 2020, the Australian government appealed the Federal ~~Court’s~~Court's decision and an appeal hearing concluded in February 2021. On June 26, 2023, the appeal court issued a ruling in BMS and Sanofi's favor, upholding the lower court's decision. The Australian government is seeking leave to appeal the decision to the High Court of Australia.

Revlimid - U.S.

In ~~May 2022,~~April 2023, Celgene received a Notice Letter from ~~Qilu Pharmaceutical Co. Ltd. (“Qilu”~~Deva Holdings A.S. ("Deva") notifying Celgene that ~~Qilu~~Deva has filed an ~~aNDA~~ANDA containing paragraph IV certifications seeking approval to market a generic version of Revlimid in the U.S. In response, on May 31, 2023, Celgene initiated a patent infringement action against ~~Qilu~~Deva in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book listed patents. On October 23, 2023, BMS entered into a confidential settlement agreement with Deva, settling all outstanding claims in the litigation with Deva. In September 2023, Celgene received a Notice Letter from Accord Healthcare, Inc. ("Accord") notifying Celgene that Accord has filed an ANDA containing paragraph IV certifications seeking approval to market a generic version of Revlimid in the U.S. In response, on October 19, 2023, Celgene initiated a patent infringement action against Accord in the U.S. District Court for the District of New Jersey asserting certain FDA Orange Book-listed patents. InOn October ~~2022, Celgene~~19, 2023, BMS entered into a confidential settlement agreement with ~~Qilu,~~Accord, settling all outstanding claims in the ~~litigation.~~litigation with Accord.

Sprycel - U.S.

~~In January 2022,~~ BMS has received a Notice ~~Letter~~Letters from Xspray Pharma AB ("Xspray"), Nanocopoeia, LLC ("Nanocopoeia"), Handa Oncology, LLC ("Handa") and Zydus Pharmaceuticals ("Zydus"), each notifying BMS that ~~Xspray had~~it has filed ~~a 505(b)(2) NDA application~~applications containing paragraph IV certifications seeking approval of a dasatinib product in the U.S. and challenging two FDA Orange Book-listed monohydrate form patents expiring in 2025 and 2026. In February 2022, BMS filed a patent infringement action against Xspray in the U.S. District Court for the District of New Jersey. ~~Subsequently, the Company also received paragraph IV certification letters from Accord, Biocon, and Nanocopoeia challenging the same patents, and the Company~~In May 2022, BMS filed a patent infringement ~~actions~~action against ~~all three companies.~~Nanocopoeia in the U.S. District Court for the District of Minnesota. In ~~July and September~~November 2022, BMS ~~entered into settlement agreements with Accord and Biocon, respectively. No trial dates have been scheduled~~filed a patent infringement action against Handa in the ~~two remaining actions against Xspray and Nanocopoeia. Both Xspray and~~U.S. District Court for the Northern District of California. On March 24, 2023, the Minnesota court denied a motion that Nanocopoeia ~~have~~had filed ~~motions for~~seeking a judgment based on the pleadings. On June 16, 2023, BMS entered into a confidential settlement agreement with Handa, settling all outstanding claims in the litigation. On September 13, 2023, BMS entered into a confidential settlement agreement with XSpray, settling all outstanding claims in the litigation. On October 10, 2023, BMS entered into a confidential settlement agreement with Nanocopoeia, settling all outstanding claims in the litigation. In October 2023, BMS filed a patent infringement action against Zydus in the U.S. District Court for the District of New Jersey.

Zeposia - U.S.

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

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits

BMS and certain Sanofi entities are defendants in a consumer protection ~~actions~~action brought by the ~~attorneys~~attorney general of Hawaii ~~and New Mexico~~ relating to the labeling, sales and/or promotion of Plavix*. ~~A trial in the Hawaii matter occurred in 2020.~~ In February 2021, ~~the Court~~a Hawaii state court judge issued a decision against Sanofi and BMS, imposing penalties in the total amount of $834 million, with $417 million attributed to BMS. Sanofi and BMS ~~disagree with~~appealed the ~~decision and are appealing it. An oral argument before~~decision. On March 15, 2023, the Hawaii Supreme Court ~~is scheduled to occur~~issued its decision, reversing in ~~December 2022. BMS remains confident~~part and affirming in part the ~~merits of its~~trial court decision, vacating the penalty award and remanding the case for a new trial and ~~its likelihood of success~~penalty determination. A new bench trial concluded on ~~appeal and BMS does not believe establishing a reserve is warranted for this matter. In September 2022, the parties settled the New Mexico matter.~~October 16, 2023.

PRODUCT LIABILITY LITIGATION

BMS is a party to various product liability lawsuits. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. As previously disclosed, in addition to lawsuits, BMS also faces unfiled claims involving its products.

Abilify*

BMS and Otsuka are co-defendants in product liability litigation related to Abilify*. Plaintiffs allege Abilify* caused them to engage in compulsive gambling and other impulse control disorders. Cases ~~have been~~were filed in state and federal courts ~~and additional cases are pending in Canada. The Judicial Panel on Multidistrict Litigation consolidated the federal court cases for pretrial purposes~~ in the ~~U.S. District Court for the Northern District of Florida. In February 2019, BMS and Otsuka entered into~~United States. Pursuant to a previously disclosed master settlement agreement ~~establishing a proposed settlement program to resolve all~~ Abilify* ~~compulsivity claims filed as of January 28, 2019 in the MDL as well as various state courts, including California~~ and ~~New Jersey. To date, approximately 2,700 cases, comprising approximately 3,900 plaintiffs, have been dismissed based on participation in the settlement program or failure to comply with~~ settlement related court orders, ~~and all remaining~~the vast majority of the cases in the ~~U.S. MDL litigation have since been resolved. Three~~United States were resolved or dismissed. Eleven inactive cases remain pending in state courts in New ~~Jersey State court.~~Jersey. There are also eleven cases pending in Canada (four class actions and seven individual injury claims)~~. Out~~, two of ~~the eleven cases, only two~~which are active (the certified class actions in Quebec and Ontario)~~, both of which class actions have now been certified.~~

Byetta*

~~Amylin, a former subsidiary of BMS, and Lilly are co-defendants in product liability litigation related to~~ Byetta*. This litigation involved lawsuits on behalf of plaintiffs, which include injury plaintiffs as well as claims by spouses and/or other beneficiaries, in various courts in the U.S. The majority of these cases have been brought by individuals who allege personal injury sustained after using ~~Byetta~~*, primarily pancreatic cancer, and, in some cases, claiming alleged wrongful death. The majority of cases were pending in Federal Court in San Diego in an MDL or in a coordinated proceeding in California Superior Court in Los Angeles (“JCCP”). In April 2020 the defendants filed a motion for summary judgment based on federal preemption and a motion for summary judgment based on the absence of general causation evidence in the MDL and JCCP. Both motions were granted in March 2021 and April 2021, respectively. The MDL decision is final as to Amylin and Lilly and all MDL claims have been dismissed. As of September 2022, all of the plaintiffs in the JCCP (including injury plaintiffs and spouse/beneficiary plaintiffs) alleging claims against Amylin and Lilly have dismissed their claims with prejudice. In October 2022, all thyroid cancer claims that were pending in federal court were dismissed as well. BMS sold ~~Byetta~~* to AstraZeneca in February 2014 as part of BMS’s global diabetes business divestiture and any additional liability to Amylin with respect to ~~Byetta~~* is expected to be shared with AstraZeneca.

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Onglyza*

BMS and AstraZeneca are co-defendants in product liability litigation related to Onglyza*. Plaintiffs assert claims, including claims for wrongful death, as a result of heart failure or other cardiovascular injuries they allege were caused by their use of Onglyza*. In February 2018, the Judicial Panel on Multidistrict Litigation ordered all the federal Onglyza* cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of the claims ~~are~~were pending in the MDL, with others pending in a coordinated proceeding in California Superior Court in San Francisco ~~(“JCCP”~~("JCCP"). On September 24, 2021, the JCCP court granted defendants’ motion to exclude plaintiffs’ only general causation expert and on January 5, 2022, the MDL court likewise granted defendants’ motion to exclude plaintiffs’ expert. On March 30, 2022, theThe JCCP court granted summary judgment to defendants ~~thus effectively dismissing~~in March 2022, a decision which was affirmed by the ~~18 claims previously pending~~California Court of Appeal. The California Supreme Court declined to review the decision in ~~California state court. Plaintiffs have filed an appeal. Defendants filed a summary judgment motion in~~July 2023. In the MDL, ~~as well, which~~ the ~~MDL~~ court granted defendants' motion to exclude plaintiffs' only general causation expert on January 5, 2022 and granted summary judgment on August 2, 2022. Plaintiffs filed their Notice of Appeal on December 2, 2022. The appeal remains pending in the ~~MDL have moved to alter or amend the MDL court’s order, and defendants have opposed.~~Sixth Circuit. As part of ~~BMS’s~~BMS's global diabetes business divestiture, BMS sold Onglyza* to AstraZeneca in February 2014 and any potential liability with respect to Onglyza* is expected to be shared with AstraZeneca.

SECURITIES LITIGATION

Celgene Securities Litigations

Beginning in March 2018, two putative class actions were filed against Celgene and certain of its officers in the U.S. District Court for the District of New Jersey (the ~~“Celgene~~"Celgene Securities Class ~~Action”~~Action"). The complaints allege that the defendants violated federal securities laws by making misstatements and/or omissions concerning (1) trials of GED-0301, (2) ~~Celgene’s~~Celgene's 2020 outlook and projected sales of Otezla*, and (3) the new drug application for Zeposia. The Court consolidated the two actions and appointed a lead plaintiff, lead counsel, and co-liaison counsel for the putative class. In February 2019, the defendants filed a motion to dismiss ~~plaintiff’s~~plaintiff''s amended complaint in full. In December 2019, the Court denied the motion to dismiss in part and granted the motion to dismiss in part (including all claims arising from alleged misstatements regarding GED-0301). Although the Court gave the plaintiff leave to re-plead the dismissed claims, it elected not to do so, and the dismissed claims are now dismissed with prejudice. In November 2020, the Court granted class certification with respect to the remaining claims. In March 2023, the Court granted the defendants leave to file a motion for summary judgment, the briefing for which was completed in June 2023. On September 8, 2023, the Court granted in part and denied in part defendants' motion for summary judgment.

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

The California Public ~~Employees’~~Employees' Retirement System in April 2021 (the ~~“CalPERS Action”~~"CalPERS Action"); DFA Investment Dimensions Group Inc., on behalf of certain of its funds; and American Century Mutual Funds, Inc., on behalf of certain of its funds, in July 2021 (respectively the ~~“DFA Action”~~"DFA Action" and the ~~“American~~"American Century ~~Action”~~Action"), and GIC Private Limited in September 2021 (the ~~“GIC Action”~~"GIC Action"), filed separate individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action and the Schwab individual action against the same remaining defendants in those actions. In October 2021, these actions were consolidated for pre-trial proceedings with the Schwab Action. The ~~court~~Court also consolidated any future direct actions raising common questions of law and fact with the Schwab Action (the "Consolidated Schwab Action"). On October 2, 2023, defendants filed a motion for partial summary judgment in the Consolidated Schwab Action.

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

Contingent Value Rights Litigations

In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“("CVR ~~Agreement”~~Agreement") entered into in connection with the closing of ~~BMS’s~~BMS's acquisition of Celgene Corporation in November 2019. The successor trustee under the CVR Agreement alleges that BMS breached the CVR Agreement by allegedly failing to use ~~“diligent efforts”~~"diligent efforts" to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby allegedly avoiding a $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the successor trustee. The successor trustee seeks damages in an amount to be determined at trial and other relief, including interest and ~~attorneys’~~attorneys' fees. BMS disputes the successor ~~trustee’s allegations and~~trustee's allegations. BMS filed a motion to dismiss the successor trustee's complaint, which was denied on ~~July 23, 2021. On~~ June 24, ~~2022, the court denied BMS’s motion to dismiss.~~2022.

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

In November 2021, an alleged purchaser of CVRs filed a complaint in the Supreme Court of the State of New York for New York County asserting claims on behalf of a putative class of CVR acquirers for violations of sections 11(a) and 12(a)(2) of the Securities Act of 1933. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, and certain BMS officers who signed the registration statement. ~~BMS removed~~Defendants have moved to stay the action pending resolution of the federal action or, in the alternative, to dismiss the complaint. In lieu of responding to the ~~U.S. District Court for~~motion, the ~~Southern District of New York. The~~ plaintiff filed an amended complaint on June 15, 2023. Defendants again filed a motion to ~~remand~~stay or, in the ~~action~~alternative, to dismiss the ~~state court, which the court granted~~amended complaint on ~~September 19, 2022.~~July 13, 2023. Briefing on that motion was completed on August 24, 2023.

In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of sections 11(a), 12(a)(2), and 15 of the Securities ~~Act of 1933.~~Act. The complaint alleges that the registration statement filed in connection with the proposed merger transaction between Celgene and BMS was materially false or misleading because it failed to disclose that allegedly BMS had no intention at the time to obtain FDA approval for liso-cel (Breyanzi) by the contractual milestone date. The complaint asserts claims against BMS, the members of its board of directors at the time of the joint proxy statement, certain BMS officers who signed the registration statement and ~~Celgene’s~~Celgene's former chairman and chief executive officer. ~~BMS removed~~Defendants moved to stay the action pending resolution of the federal action and, in the alternative, to dismiss the ~~U.S. District~~complaint. On February 17, 2023, the Court ~~for the District of New Jersey and filed a~~granted defendants' motion to ~~transfer~~stay and declined to reach the ~~action~~merits of defendants' motion to dismiss. On October 9, 2023, the ~~U.S. District Court for the Southern District of New York. The~~ plaintiff filed a motion to ~~remand~~vacate the ~~action to the state court, which the court granted on September 22, 2022.~~stay.

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

OTHER LITIGATION

~~HIV Medication Antitrust Litigations~~IRA Litigation

On June 16, 2023, BMS ~~was sued with three other manufacturers~~filed a lawsuit against the U.S. Department of ~~HIV medications in related lawsuits~~Health & Human Services and the Centers for Medicare & Medicaid Services, et al., challenging the constitutionality of the drug-pricing program in the ~~Northern District~~IRA. That program requires pharmaceutical companies, like BMS, under the threat of ~~California. The initial lawsuits, filed on behalf~~significant penalties, to sell certain of ~~indirect purchasers, alleged~~their medicines at government-dictated prices. On August 29, 2023, the government selected Eliquis for this program. In its lawsuit, BMS argues that this program violates the Fifth Amendment, which requires the government to pay just compensation if it takes property for public use, by requiring pharmaceutical manufacturers to provide medicines to third parties at prices set by the government, without any requirement that those prices reflect fair market value. BMS also argues that this program violates the First Amendment right to free speech by requiring manufacturers to state publicly that the ~~defendants’ agreements to develop and sell fixed-dose combination products for the treatment of HIV, including~~ Atripla* ~~and~~ ~~Evotaz~~, violate antitrust laws. In July 2020, the Court granted in part defendants’ motion to dismiss, including dismissing with prejudice plaintiffs’ claims as to an overarching conspiracy and plaintiffs’ theories based on the alleged payment of royalties after patent expiration. Other claims, however, remained. In October 2021, BMS enteredgovernment's price setting is a ~~settlement agreement with the indirect purchasers. On May 6, 2022, the Court granted final approval of~~true negotiation that ~~settlement.~~

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

On September 22, 2021, two additional non-class action direct purchaser complaints were filed by a number of retail pharmacy and grocery store chains against BMS and two other manufacturers of HIV medications. Those complaints made allegations similar to those raised in the other federal court cases and the New Mexico state court case described below. In January 2022, BMS entered into an agreement to settle the cases filed against it by the retail pharmacy and grocery store chains, and those cases were dismissed.

~~In February 2021, BMS and two other manufacturers of HIV medications were sued in State Court in New Mexico by the Attorney General of the State of New Mexico~~resulted in a ~~case alleging that the defendants’ agreements to develop and sell various fixed-dose combination products~~fair price, even if it was not. On August 16, 2023, BMS filed a motion for ~~the treatment of HIV, including~~ Atripla*~~, and agreements to settle certain patent litigation violate the antitrust laws of the State of New Mexico.~~summary judgment.

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

Thalomid and Revlimid Litigations

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

In March 2019, Humana Inc. ~~(“Humana”~~("Humana"), which opted out of the above settlement, filed a lawsuit against Celgene in the U.S. District Court for the District of New Jersey. ~~Humana’s~~Humana's complaint makes largely the same claims and allegations as were made in the now settled Thalomid and Revlimid antitrust class action litigation. The complaint purports to assert claims on behalf of Humana and its subsidiaries in several capacities, including as a direct purchaser and as an indirect purchaser, and seeks, among other things, treble and punitive damages, injunctive relief and ~~attorneys’~~attorneys' fees and costs. In May 2019, Celgene filed a motion to dismiss ~~Humana’s~~Humana's complaint. In April 2022, the Court issued an order denying ~~Celgene’s~~Celgene's motion to dismiss. That order addressed only ~~Celgene’s~~Celgene's argument that certain of ~~Humana’s~~Humana's claims were barred by the statute of limitations. The ~~Court’s~~Court's order did not address ~~Celgene’s~~Celgene's other grounds for dismissal and instead directed Celgene to present those arguments in a renewed motion to dismiss following the filing of amended complaints. In May 2022, Humana filed an amended complaint against Celgene and BMS asserting the same claims based on additional factual allegations. Celgene and BMS ~~have served~~subsequently filed a ~~renewed~~ motion to ~~dismiss.~~dismiss Humana's amended complaint. On August 18, and September 8, 2023, the Court held argument on Celgene and BMS' motion. No trial date has been scheduled.

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

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

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

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

In October 2023, two healthcare systems—the Mayo Clinic and LifePoint Corporate Services, General Partnership—filed a lawsuit against Celgene, BMS and certain generic manufacturers in the U.S. District Court for the Northern District of California. Plaintiffs pursue claims based on their alleged purchases of and reimbursement for Revlimid and generic lenalidomide, and also claim to proceed based on assignments of claims from their subsidiaries and affiliates. The action makes largely the same claims and allegations against Celgene and BMS as were made with respect to Revlimid in the now-settled class action litigation, and seeks injunctive relief and damages under the Sherman Antitrust Act and parallel state laws. No trial date has been scheduled.

In May 2018, Humana filed a lawsuit against Celgene in the Pike County Circuit Court of the Commonwealth of Kentucky. ~~Humana’s~~Humana's complaint alleges Celgene engaged in unlawful off-label marketing in connection with sales of Thalomid and Revlimid and asserts claims against Celgene for fraud, breach of contract, negligent misrepresentation, unjust enrichment and violations of New ~~Jersey’s~~Jersey's Racketeer Influenced and Corrupt Organizations ~~Act. Humana subsequently dismissed its claims for breach of contract voluntarily.~~Act ("NJ RICO"). The complaint seeks, among other things, treble and punitive damages, injunctive relief and ~~attorneys’~~attorneys' fees and costs. Humana subsequently dismissed its claims for breach of contract voluntarily. A trial ~~has been scheduled~~ for this matter began on January 31, 2023.

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

BeiGene Arbitration Matter

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

BeiGene initiated an arbitration proceeding against Celgene Logistics and BMS at the International Chamber of Commerce in June 2020, asserting various claims, including breach of contract under the LSA. In October 2021, Celgene Logistics delivered notice to BeiGene terminating the LSA with respect to Abraxane. ~~A final hearing on~~On August 1, 2023, BMS, Celgene Logistics, and certain of their affiliates entered into a Settlement and Termination Agreement with BeiGene relating to the ~~merits was held in June 2022, and~~termination of the parties' ongoing contractual relationships, the arbitration proceeding, other contracts entered into by the parties, ~~have completed post-hearing briefing.~~as well as resolving other disputes and potential disputes between the parties. The arbitration was subsequently dismissed.

MSK Contract Litigation

On April 1, 2022, Memorial Sloan Kettering Cancer Center and Eureka Therapeutics, Inc. (collectively, ~~“Plaintiffs”~~"Plaintiffs") filed a complaint against BMS, Celgene and Juno (collectively, ~~“Defendants”~~"Defendants"). In June 2022, Plaintiffs filed an amended complaint. Plaintiffs allege that Defendants breached a license agreement by allegedly failing to use commercially reasonable efforts to develop, manufacture, and commercialize a certain chimeric antigen receptor product and by failing to pay Plaintiffs a running royalty of at least 1.5% of worldwide sales of Abecma allegedly owed to Plaintiffs under the license agreement. Defendants disagree with plaintiffs' claims, and filed a motion to dismiss the amended complaint in July 2022. No trial date has been scheduled.

Pomalyst Antitrust Class Action

In September 2023, certain health insurance companies filed an action on behalf of a putative class of end-payor plaintiffs against Celgene, BMS, and certain generic pharmaceutical manufacturers in the U.S. District Court for the Southern District of New York. The class complaint asserts claims under federal antitrust law and state antitrust, consumer protection, and unjust enrichment laws based on allegations that Celgene and BMS engaged in anticompetitive conduct related to pomalidomide in the United States, including by allegedly engaging in fraud before the USPTO in the acquisition of patents that cover the use of pomalidomide, by filing sham patent litigations against generic pharmaceutical companies seeking to market generic pomalidomide, and by entering into unlawful patent litigation settlements with certain generic pharmaceutical companies seeking to market generic pomalidomide. No trial date has been scheduled.

GOVERNMENT INVESTIGATIONS

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

ENVIRONMENTAL PROCEEDINGS

As previously reported, BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at ~~BMS’s~~BMS's current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA and Other Remediation Matters

With respect to CERCLA and other remediation matters for which BMS is responsible under various state, federal and international laws, BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other ~~“potentially~~"potentially responsible parties,”" and BMS accrues liabilities when they are probable and reasonably estimable. BMS estimated its share of future costs for these sites to be ~~$87~~$81 million as of September 30, ~~2022,~~2023, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.

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

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

EXECUTIVE SUMMARY

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

In ~~2022,~~2023, we ~~have~~ received 17 approvals for ~~new medicines~~initial and additional indications ~~and formulations of currently~~for the following marketed ~~medicines~~products in major markets (the U.S., EU and Japan), ~~including advancement~~which further expanded our geographical reach in immunology, hematology and oncology ~~through FDA~~including: (i) U.S. and EC approval of ~~Opdualag, the first PD-1 inhibitor and LAG-3 blocking antibody combination. Additionally, in the U.S., EU and Japan, two~~ Opdivo ~~based regimens as first line treatments~~expanding upon the existing adjuvant treatment for ~~unresectable advanced or metastatic ESCC were approved. We continue to advance and invest in our cell therapy portfolio through the~~melanoma patients; (ii) FDA approval of ~~Abecma~~Reblozyl in ~~Japan~~the first-line setting for the treatment of ~~multiple myeloma,~~anemia in MDS and EC approval for an additional indication for anemia associated with non-transfusion-dependent beta thalassemia; (iii) approvals in Japan and by the EC of Opdivo in combination with chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC; (iv) approval of Camzyos for the treatment of symptomatic obstructive HCM by the EC; (v) approval of Breyanzi for the second-line ~~and third-line treatments~~treatment of ~~relapsed or refractory~~ diffuse large B-cell lymphoma inby the ~~U.S.~~EC; and EU, respectively. We continue the expansion of our cell therapy manufacturing capabilities at our existing facilities in Washington and New Jersey, as well as through the construction of new state-of-the-art manufacturing facilities in Massachusetts and in Leiden, Netherlands. In September 2022, we obtained approvals in the U.S. and Japan(vi) approval for Sotyktu ~~(deucravacitinib)~~, ~~which expanded~~for moderate-to-severe plaque psoriasis by the EC. We continue expanding our ~~portfolio in immunology for the treatment of plaque psoriasis. Within cardiovascular, we broadened our New Product Portfolio with~~commercial CAR-T manufacturing network through the FDA approval of our Devens, MA facility in June 2023. In October 2023, we entered into a definitive merger agreement to acquire Mirati, a commercial stage targeted oncology company with a pipeline of commercial, clinical and pre-clinical stage oncology medicines and assets, including ~~Camzyos~~Krazati*, ~~(mavacamten)~~a best-in-class inhibitor of KRASG12C mutation, which was approved by the FDA as a second-line treatment for patients with ~~symptomatic obstructive HCM. In addition,~~NSCLC, and MRTX1719, a potential first-in-class MTA-cooperative PRMT5 inhibitor in ~~August 2022, we acquired Turning Point, a precision oncology company, with the goal of expanding our solid tumor portfolio with the addition of repotrectinib and other pipeline assets.~~Phase 1 development, among others.

~~Our revenues increased~~Revenues decreased by 1%4% for the nine months ended September 30, ~~2022~~2023 primarily due to lower Revlimid sales driven by the previously disclosed generic erosion and increase in patients receiving free drug product for Revlimid, and to a lesser extent, Pomalyst, from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates product, and foreign exchange impacts of 1% partially offset by higher sales in our New Product Portfolio and In-Line Products (primarily ~~Eliquis~~ ~~and~~ ~~Opdivo)~~ ~~and New Product Portfolio (primarily~~ ~~Abecma~~, ~~Opdualag~~ ~~and~~ ~~Reblozyl~~Opdivo)~~, partially offset~~. The $0.99 increase in GAAP EPS was primarily driven by~~Recent LOE Products (primarily~~ ~~Revlimid) and~~ the impact of ~~foreign exchange. The $0.05 decrease in GAAP EPS primarily resulted from~~certain specified items, including lower losses on equity ~~investment~~investments and ~~contingent consideration fair value adjustments, partially offset by lower impairment charges~~amortization of intangible assets, litigation and ~~higher divestiture gains in 2022.~~other settlement income and a deferred income tax benefit related to a non-U.S. tax ruling. After adjusting for specified items, non-GAAP EPS ~~increased $0.57~~decreased $0.08 primarily as a result of lower ~~weighted-average common shares outstanding, higher royalties and licensing income and~~revenues, partially offset by lower Acquired IPRD ~~charges.~~charges, net interest expense, effective income tax rate and weighted average shares outstanding.

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions, except per share data 2022 2021 2022 2021
Total Revenues $ 11,218 $ 11,624 $ 34,753 $ 34,400
Diluted Earnings Per Share
GAAP $ 0.75 $ 0.69 $ 2.00 $ 2.05
Non-GAAP 1.99 1.93 5.88 5.31


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions, except per share data	2023		2022		2023		2022
Total Revenues	$	10,966	$	11,218	$	33,529	$	34,753

Diluted earnings per share
GAAP	$	0.93	$	0.75	$	2.99	$	2.00
Non-GAAP	2.00		1.99		5.80		5.88

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

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Economic and Market Factors

Governmental Actions

Our products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls and discounting, changes to tax and importation laws and other restrictions in the U.S., the EU and other regions around the world that result in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. For example, onsome of the provisions of the IRA signed into law in August ~~16,~~ 2022, ~~President Biden signed the Inflation Reduction Act of 2022 ("IRA") which provides for~~were as follows: (i) the government requires pharmaceutical manufacturers like BMS, under the threat of significant penalties, to ~~negotiate prices for select high-cost~~sell certain innovative Medicare Part D ~~(beginning in 2026)~~ and Part B ~~drugs (beginning in 2028),~~medicines at government-set discounted prices, (ii) manufacturers are to pay aan inflation-based rebate for Medicare Part B and Part D ~~drugs when prices increase faster than inflation beginning in 2022 for Part D and 2023 for Part B,~~medicines, and (iii) Medicare Part D ~~redesign which replaces the current coverage gap provisions~~redesign. In addition, there were changes made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations, and ~~establishes~~ a ~~$2,000 cap for out-of-pocket limits costs for Medicare beneficiaries~~(ii) a non-deductible 1% excise tax provision on net stock repurchases, to be applied to repurchases beginning in ~~2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.~~2023. Implementation of this legislation is expected to be carried out through upcoming actions by regulatory authorities, the outcome of which is uncertain. Additionally, in connection with the IRA the following changes have been made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations on adjusted financial statement income beginning in 2023 and (ii) a non-deductible 1% excise tax provision on net stock repurchases, to be applied to repurchases beginning in 2023. We continue to evaluate the impact of the IRA ~~legislation~~ on our results of operations and it is possible that these changes may result in a material impact on our business and results of operations. See "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Other Litigation" for further information. Furthermore, countries are expected to make changes to their tax laws and updates to international tax treaties to implement the agreement by the Organization for Economic Co-operation and Development to establish a global minimum tax. See risk factors on these items included under ~~“Part~~"Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit ~~margins”~~margins" and “—"—Changes to tax regulations could negatively impact our ~~earnings”~~earnings" in our ~~2021~~2022 Form 10-K.

In February 2022, the Russian Federation invaded Ukraine. As a result, the U.S. and many other countries have implemented extensive sanctions on the Russian Federation, with which BMS continues to fully comply. In June 2022, we transferred our commercial operations in the Russian Federation to a third-party distributor and incurred $38 million of exit costs through September 30, 2022. Our remaining net assets in the Russian Federation are not material. The Russian Federation and Ukraine represent less than 1% of our total revenues, net assets, workforce and clinical trials, and while the situation continues to evolve, as of now, we do not anticipate any significant negative impacts on our business. For a more complete discussion of the risks we encounter in our business, please refer to “Part I—Item 1A. Risk Factors” in our 2021 Form 10-K.

~~COVID-19~~

In response to the COVID-19 pandemic, international, federal, state and local public health and governmental authorities have taken, and continue to take, a number of actions to limit the spread of COVID-19 and address related disruptions in the U.S. and global economy. While we continue to experience impacts on revenues from COVID-19 primarily due to lower new patient starts and patient visits, the pandemic has not significantly impacted our results of operations. The situation remains dynamic and it is difficult to reasonably assess or predict the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The future financial and operational impact of the COVID-19 pandemic on BMS will depend on future developments such as the ultimate duration and the severity of the spread of COVID-19 and any variant strains in the U.S. and globally, the effectiveness and outreach of vaccines, the effectiveness of federal, state, local and international government's mitigation actions, the pandemic's impact on the U.S. and global economies, changes in the behavior of patients and medical professionals and the timing for resumption to our normal operations, as well as developments affecting healthcare and the delivery of medicines to patients. See “Part I—Item 1A. Risk Factors—General Risks—The COVID-19 pandemic is affecting our business and could have a material adverse effect on us” in our 2021 Form 10-K.

As the COVID-19 pandemic affected global healthcare systems as well as major economic and financial markets, we adopted several procedures focused on ensuring the continued supply of our medicines to our patients and protecting the health, wellbeing and safety of our workforce. Additional information on the procedures adopted are available at ~~www.bms.com/about-us/responsibility/coronavirus-updates~~.

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Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in ~~2022~~2023 as of October 26, ~~2022:~~2023:


Product			Date			Approval


~~Sotyktu~~Opdivo			~~September 2022~~October 2023			~~Japan's Ministry of Health, Labour and Welfare~~FDA approval of ~~Sotyktu~~Opdivo for the adjuvant treatment of ~~plaque psoriasis, generalized pustular psoriasis, or erythrodermic psoriasis, for~~adult and pediatric patients ~~who have had an inadequate response to conventional therapies.~~12 years and older with completely resected stages IIB and IIC melanoma.


~~Opdualag~~Reblozyl			~~September 2022~~			~~EC approval of~~ ~~Opdualag~~ ~~for the first-line treatment of advanced (unresectable or metastatic) melanoma in adults and adolescents 12 years of age and older with tumor cell PD-L1 expression < 1%.~~


~~Sotyktu~~			~~September 2022~~August 2023			FDA approval of ~~Sotyktu~~Reblozyl ~~for the~~as first-line treatment of ~~adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy.~~


~~Breyanzi~~			~~June 2022~~			~~FDA approval of~~ ~~Breyanzi~~ ~~for the treatment of~~anemia without previous erythropoiesis stimulating agent use (ESA-naïve) in adult patients with ~~relapsed or refractory large B-cell lymphoma after one line of therapy~~very low- to intermediate-risk MDS who ~~are not eligible for transplant or who relapsed within 12 months of first-line chemoimmunotherapy.~~


~~Opdivo+Yervoy~~			~~May 2022~~			~~Japan's Ministry of Health, Labour and Welfare approval of~~ ~~Opdivo~~ ~~plus~~ ~~Yervoy~~ ~~as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.~~may also require red blood cell transfusions.


Opdivo			~~May 2022~~August 2023			~~Japan's Ministry of Health, Labour and Welfare~~EC approval of Opdivo ~~in combination~~for the adjuvant treatment of adult and pediatric patients 12 years and older with ~~fluoropyrimidine-~~completely resected stages IIB and ~~platinum-containing chemotherapy as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.~~


~~Opdivo+Yervoy~~			~~May 2022~~			~~FDA approval of~~ ~~Opdivo~~ ~~plus~~ ~~Yervoy~~ ~~as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.~~IIC melanoma.


Opdivo			~~May 2022~~June 2023			~~FDA~~EC approval of Opdivo in combination with ~~fluoropyrimidine- and platinum-containing~~platinum-based chemotherapy ~~as a first-line treatment for adult patients with unresectable advanced or metastatic ESCC regardless of PD-L1 status.~~


~~Camzyos~~			~~April 2022~~			~~FDA approval of~~ ~~Camzyos~~ for the neoadjuvant treatment of ~~adults with symptomatic obstructive HCM.~~


~~Breyanzi~~			~~April 2022~~			~~EC approval~~resectable NSCLC at a high risk of ~~Breyanzi~~ ~~for the treatment of~~recurrence in adult patients ~~with relapsed or refractory diffuse large B-cell lymphoma, primary mediastinal large B-cell lymphoma and follicular lymphoma grade 3B after two or more lines of systemic therapy.~~


~~Opdivo+Yervoy~~			~~April 2022~~			~~EC approval of~~ ~~Opdivo~~ ~~plus~~ ~~Yervoy~~ ~~for the first-line treatment of adult patients with unresectable advanced, recurrent or metastatic ESCC~~ with tumor cell PD-L1 expression > 1%.


~~Opdivo~~Camzyos			~~April 2022~~June 2023			EC approval of ~~Opdivo~~Camzyos for the ~~adjuvant~~ treatment of ~~adults with muscle-invasive urothelial carcinoma with tumor cell PD-L1 expression~~ > ~~1% who are at risk of recurrence after undergoing radical resection.~~symptomatic (New York Heart Association, class II-III) obstructive HCM in adult patients.


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


~~Opdualag~~			~~March 2022~~			~~FDA approval of~~ ~~Opdualag,~~ ~~a fixed-dose combination of nivolumab and relatlimab, for the treatment of adult and pediatric patients 12 years of age and older with unresectable or metastatic melanoma.~~are refractory to, first-line chemoimmunotherapy.


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


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


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

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

Acquisitions, Divestitures, Licensing and Other Arrangements

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

RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended September 30,								Nine Months Ended September 30,
Dollars in Millions		2022		2021		% Change		Foreign Exchange(b)		2022		2021		% Change		Foreign Exchange(b)
Dollars in millions																		Dollars in millions	2023		2022		% Change		Foreign Exchange(b)		2023		2022		% Change		Foreign Exchange(b)
United States	United States	$	7,941	$	7,296	9	%	—		$	23,903	$	21,694	10	%	—		United States	$	7,628	$	7,941	(4)	%	—	%	$	23,552	$	23,903	(1)	%	—	%
International	International	3,062		4,052		(24)	%	(10)	%	10,216		12,075		(15)	%	(9)	%	International	3,153		3,062		3	%	1	%	9,462		10,216		(7)	%	(2)	%

Other(a)	Other(a)	215		276		(22)	%	—		634		631		—		—		Other(a)	185		215		(14)	%	N/A		515		634		(19)	%	N/A
Total	Total	$	11,218	$	11,624	(3)	%	(3)	%	$	34,753	$	34,400	1	%	(3)	%	Total	$	10,966	$	11,218	(2)	%	1	%	$	33,529	$	34,753	(4)	%	(1)	%

(a) Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.

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

United States

•U.S. revenues ~~for~~decreased 4% during the third quarter of ~~2022~~2023 and 1% year-to-date, ~~increased~~ primarily due to lower Revlimid ~~Eliquis, Opdivo~~sales driven by the previously disclosed generic erosion and increase in patients receiving free drug product for Revlimid, and to a lesser extent, Pomalyst, from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates product, partially offset by an increase in demand for our In-Line Products and New Product Portfolio ~~partially offset by our Recent LOE Products~~. Average U.S. net selling prices ~~increased 4%~~decreased 1% year-to-date compared to the same period a year ago.

International

•International revenues ~~for~~increased 3% during the third quarter of ~~2022 and year-to-date decreased~~2023 primarily due to Opdivo and New Product Portfolio and foreign exchange, partially offset by lower ~~demand for~~average net selling prices.

•International revenues decreased 7% year-to-date primarily due to Revlimid ~~as a result of~~ and Eliquis generic erosion, lower average net selling prices and foreign exchange, ~~impacts. Average net selling prices decreased compared to the same period a year ago.~~partially offset by Opdivo and New Product Portfolio.

No single country outside the U.S. contributed more than 10% of total revenues during the nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022. Our business is typically not seasonal.

GTN Adjustments

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


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended September 30,								Nine Months Ended September 30,
Dollars in Millions		2022			2021			% Change		2022			2021			% Change
Dollars in millions																		Dollars in millions	2023			2022			% Change		2023			2022			% Change
Gross product sales	Gross product sales	$	17,606		$	17,335		2	%	$	51,555		$	49,676		4	%	Gross product sales	$	18,648		$	17,606		6	%	$	54,047		$	51,555		5	%
GTN adjustments	GTN adjustments																	GTN adjustments
Charge-backs and cash discounts	Charge-backs and cash discounts	(1,907)			(1,908)			—		(5,420)			(5,214)			4	%	Charge-backs and cash discounts	(2,373)			(1,907)			24	%	(6,743)			(5,420)			24	%
Medicaid and Medicare rebates	Medicaid and Medicare rebates	(3,295)			(2,625)			26	%	(8,003)			(6,482)			23	%	Medicaid and Medicare rebates	(3,730)			(3,295)			13	%	(9,355)			(8,003)			17	%
Other rebates, returns, discounts and adjustments	Other rebates, returns, discounts and adjustments	(1,591)			(1,559)			2	%	(4,526)			(4,534)			—		Other rebates, returns, discounts and adjustments	(1,900)			(1,591)			19	%	(5,339)			(4,526)			18	%
Total GTN adjustments	Total GTN adjustments	(6,793)			(6,092)			12	%	(17,949)			(16,230)			11	%	Total GTN adjustments	(8,003)			(6,793)			18	%	(21,437)			(17,949)			19	%
Net product sales	Net product sales	$	10,813		$	11,243		(4)	%	$	33,606		$	33,446		—		Net product sales	$	10,645		$	10,813		(2)	%	$	32,610		$	33,606		(3)	%

GTN adjustments percentage	GTN adjustments percentage	38		%	35		%	3	%	35		%	32		%	3	%	GTN adjustments percentage	43		%	38		%	5	%	40		%	35		%	5	%
U.S.	U.S.	43		%	42		%	1	%	40		%	39		%	1	%	U.S.	49		%	43		%	6	%	45		%	40		%	5	%
Non-U.S.	Non-U.S.	18		%	17		%	1	%	17		%	17		%	—		Non-U.S.	20		%	18		%	2	%	20		%	17		%	3	%

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $18 million and $116 million for the three and nine months ended September 30, 2023 and $10 million and $207 million for the three and nine months ended September 30, 2022, ~~and $10 million and $282 million for the three and nine months ended September 30, 2021,~~ respectively. ~~The reductions to provisions primarily related to Non-U.S. revisions in clawback amounts primarily driven by the VAT recoverable estimates in 2022 and~~ ~~Eliquis~~ ~~coverage gap discounts in 2021.~~ GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. U.S. GTN adjustments percentage increased primarily due to product mix and higher government channel ~~mix, which has higher GTN adjustment percentages.~~rebates.

3738

Product Revenues


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions		2022		2021		% Change		2022		2021		% Change
Dollars in millions														Dollars in millions	2023		2022		% Change		2023		2022		% Change
In-Line Products	In-Line Products													In-Line Products
Eliquis	Eliquis	$	2,655	$	2,413	10	%	$	9,101	$	8,091	12	%	Eliquis	$	2,705	$	2,655	2	%	$	9,332	$	9,101	3	%
U.S.	U.S.	1,729		1,315		31	%	6,068		4,960		22	%	U.S.	1,799		1,729		4	%	6,693		6,068		10	%
Non-U.S.	Non-U.S.	926		1,098		(16)	%	3,033		3,131		(3)	%	Non-U.S.	906		926		(2)	%	2,639		3,033		(13)	%

Opdivo	Opdivo	2,047		1,905		7	%	6,033		5,535		9	%	Opdivo	2,275		2,047		11	%	6,622		6,033		10	%
U.S.	U.S.	1,243		1,062		17	%	3,547		3,082		15	%	U.S.	1,352		1,243		9	%	3,872		3,547		9	%
Non-U.S.	Non-U.S.	804		843		(5)	%	2,486		2,453		1	%	Non-U.S.	923		804		15	%	2,750		2,486		11	%

Pomalyst/Imnovid	Pomalyst/Imnovid	886		851		4	%	2,620		2,478		6	%	Pomalyst/Imnovid	872		886		(2)	%	2,551		2,620		(3)	%
U.S.	U.S.	640		586		9	%	1,813		1,665		9	%	U.S.	610		640		(5)	%	1,725		1,813		(5)	%
Non-U.S.	Non-U.S.	246		265		(7)	%	807		813		(1)	%	Non-U.S.	262		246		7	%	826		807		2	%

Orencia	Orencia	883		870		1	%	2,551		2,442		4	%	Orencia	925		883		5	%	2,616		2,551		3	%
U.S.	U.S.	682		644		6	%	1,928		1,773		9	%	U.S.	719		682		5	%	1,988		1,928		3	%
Non-U.S.	Non-U.S.	201		226		(11)	%	623		669		(7)	%	Non-U.S.	206		201		2	%	628		623		1	%

Sprycel	Sprycel	560		551		2	%	1,587		1,562		2	%	Sprycel	517		560		(8)	%	1,404		1,587		(12)	%
U.S.	U.S.	402		346		16	%	1,079		946		14	%	U.S.	406		402		1	%	1,029		1,079		(5)	%
Non-U.S.	Non-U.S.	158		205		(23)	%	508		616		(18)	%	Non-U.S.	111		158		(30)	%	375		508		(26)	%

Yervoy	Yervoy	523		515		2	%	1,563		1,481		6	%	Yervoy	579		523		11	%	1,672		1,563		7	%
U.S.	U.S.	322		313		3	%	959		935		3	%	U.S.	362		322		12	%	1,045		959		9	%
Non-U.S.	Non-U.S.	201		202		—		604		546		11	%	Non-U.S.	217		201		8	%	627		604		4	%

Empliciti		73		82		(11)	%	225		253		(11)	%
Mature and other products														Mature and other products	476		514		(7)	%	1,415		1,563		(9)	%
U.S.	U.S.	47		48		(2)	%	141		150		(6)	%	U.S.	191		191		—	%	570		565		1	%
Non-U.S.	Non-U.S.	26		34		(24)	%	84		103		(18)	%	Non-U.S.	285		323		(12)	%	845		998		(15)	%

Mature and other products		441		480		(8)	%	1,338		1,459		(8)	%
Total In-Line Products														Total In-Line Products	8,349		8,068		3	%	25,612		25,018		2	%
U.S.	U.S.	144		152		(5)	%	424		434		(2)	%	U.S.	5,439		5,209		4	%	16,922		15,959		6	%
Non-U.S.	Non-U.S.	297		328		(9)	%	914		1,025		(11)	%	Non-U.S.	2,910		2,859		2	%	8,690		9,059		(4)	%

3839


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022	2021	% Change		2022	2021	% Change
Dollars in millions										Dollars in millions	2023	2022	% Change		2023	2022	% Change
New Product Portfolio	New Product Portfolio									New Product Portfolio
Reblozyl	Reblozyl	190	160	19	%	518	400	30	%	Reblozyl	248	190	31	%	688	518	33	%
U.S.	U.S.	156	147	6	%	434	355	22	%	U.S.	200	156	28	%	537	434	24	%
Non-U.S.	Non-U.S.	34	13	**		84	45	87	%	Non-U.S.	48	34	41	%	151	84	80	%

Abecma	Abecma	107	71	51	%	263	95	**		Abecma	93	107	(13)	%	372	263	41	%
U.S.										U.S.	69	75	(8)	%	302	203	49	%
Non-U.S.										Non-U.S.	24	32	(25)	%	70	60	17	%

Opdualag										Opdualag	166	84	98	%	437	148	*
U.S.	U.S.	75	67	12	%	203	91	**		U.S.	162	84	93	%	430	148	*
Non-U.S.	Non-U.S.	32	4	**		60	4	**		Non-U.S.	4	—	N/A		7	—	N/A

Zeposia	Zeposia	69	40	73	%	171	86	99	%	Zeposia	123	69	78	%	301	171	76	%
U.S.	U.S.	50	32	56	%	119	65	83	%	U.S.	96	50	92	%	223	119	87	%
Non-U.S.	Non-U.S.	19	8	**		52	21	**		Non-U.S.	27	19	42	%	78	52	50	%

Breyanzi	Breyanzi	44	30	47	%	127	47	**		Breyanzi	92	44	*		263	127	*
U.S.	U.S.	35	29	21	%	109	46	**		U.S.	77	35	*		218	109	100	%
Non-U.S.	Non-U.S.	9	1	**		18	1	**		Non-U.S.	15	9	67	%	45	18	*

Inrebic		21	22	(5)	%	62	54	15	%
U.S.		17	20	(15)	%	52	50	4	%
Non-U.S.		4	2	100	%	10	4	**

Onureg	Onureg	32	21	52	%	87	48	81	%	Onureg	43	32	34	%	121	87	39	%
U.S.	U.S.	24	21	14	%	68	47	45	%	U.S.	30	24	25	%	86	68	26	%
Non-U.S.	Non-U.S.	8	—	N/A		19	1	**		Non-U.S.	13	8	63	%	35	19	84	%

Opdualag		84	—	N/A		148	—	N/A
Inrebic										Inrebic	29	21	38	%	81	62	31	%
U.S.	U.S.	84	—	N/A		148	—	N/A		U.S.	19	17	12	%	55	52	6	%
Non-U.S.	Non-U.S.	—	—	N/A		—	—	N/A		Non-U.S.	10	4	*		26	10	*

Camzyos	Camzyos	5	—	N/A		8	—	N/A		Camzyos	68	5	*		143	8	*
U.S.	U.S.	5	—	N/A		8	—	N/A		U.S.	67	5	*		142	8	*
Non-U.S.	Non-U.S.	—	—	N/A		—	—	N/A		Non-U.S.	1	—	N/A		1	—	N/A

Sotyktu	Sotyktu	1	—	N/A		1	—	N/A		Sotyktu	66	1	*		107	1	*
U.S.	U.S.	1	—	N/A		1	—	N/A		U.S.	62	1	*		101	1	*
Non-U.S.	Non-U.S.	—	—	N/A		—	—	N/A		Non-U.S.	4	—	N/A		6	—	N/A
Recent LOE Products(a)
Revlimid		2,420	3,347	(28)	%	7,718	9,493	(19)	%

Total New Product Portfolio										Total New Product Portfolio	928	553	68	%	2,513	1,385	81	%
U.S.	U.S.	2,170	2,303	(6)	%	6,338	6,425	(1)	%	U.S.	782	447	75	%	2,094	1,142	83	%
Non-U.S.	Non-U.S.	250	1,044	(76)	%	1,380	3,068	(55)	%	Non-U.S.	146	106	38	%	419	243	72	%

Abraxane		177	266	(33)	%	632	876	(28)	%
Total In-Line Products and New Product Portfolio										Total In-Line Products and New Product Portfolio	9,277	8,621	8	%	28,125	26,403	7	%
U.S.	U.S.	115	211	(45)	%	464	670	(31)	%	U.S.	6,221	5,656	10	%	19,016	17,101	11	%
Non-U.S.	Non-U.S.	62	55	13	%	168	206	(18)	%	Non-U.S.	3,056	2,965	3	%	9,109	9,302	(2)	%

Total Revenues		11,218	11,624	(3)	%	34,753	34,400	1	%
U.S.		7,941	7,296	9	%	23,903	21,694	10	%
Non-U.S.		3,277	4,328	(24)	%	10,850	12,706	(15)	%


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in millions	2023		2022		% Change		2023		2022		% Change









































Recent LOE Products(a)
Revlimid	1,429		2,420		(41)	%	4,647		7,718		(40)	%
U.S.	1,226		2,170		(44)	%	4,004		6,338		(37)	%
Non-U.S.	203		250		(19)	%	643		1,380		(53)	%

Abraxane	260		177		47	%	757		632		20	%
U.S.	181		115		57	%	532		464		15	%
Non-U.S.	79		62		27	%	225		168		34	%

Total Recent LOE Products	1,689		2,597		(35)	%	5,404		8,350		(35)	%
U.S.	1,407		2,285		(38)	%	4,536		6,802		(33)	%
Non-U.S.	282		312		(10)	%	868		1,548		(44)	%

Total Revenues	$	10,966	$	11,218	(2)	%	$	33,529	$	34,753	(4)	%
U.S.	$	7,628	$	7,941	(4)	%	$	23,552	$	23,903	(1)	%
Non-U.S.	$	3,338	$	3,277	2	%	$	9,977	$	10,850	(8)	%

* Change in excess of 100%.

(a) Recent LOE Products includes products with significant decline in revenue from a prior reporting period as a result of a loss of exclusivity.

In-Line Products

Eliquis (apixaban) — an oral Factor Xa inhibitor, indicated for the reduction in risk of stroke/systemic embolism in ~~NVAF~~non-valvular atrial fibrillation and for the treatment of DVT/PE and reduction in risk of recurrence following initial therapy.

•U.S. revenuesincreased ~~31% in~~4% during the third quarter of ~~2022~~2023 and ~~22%~~10% year-to-date primarily due to higher demand, ~~and higher~~partially offset by lower average net selling prices, including ~~favorable~~higher GTN ~~adjustments.~~adjustments due to product mix in 2023. A majority of Eliquis patients enter the coverage gap during the third and fourth quarters, which ~~results~~is expected to result in lower revenues during the second half of the year.

•International revenues decreased ~~16% in~~2% during the third quarter of ~~2022~~2023 and 13% year-to-date primarily due to lower average net selling price, generic erosion in the UK and Canada partially offset by foreign exchange impact of 4% in the third quarter. Generic erosion had a more significant impact in the first half of 2023. The decrease in international revenues year-to-date included foreign exchange impacts of ~~14% and lower average net selling prices.~~1%. Excluding foreign exchange impacts, revenues decreased by ~~2%.~~

~~International revenues decreased 3% year-to-date due to foreign exchange impacts of 11%~~6% and ~~lower average net selling prices, partially offset by higher demand. Excluding foreign exchange impacts, revenues increased by 8%.~~12%, respectively.

•Following the May 2021 expiration of regulatory exclusivity for Eliquis in Europe and the court ~~decisions~~decision in ~~(i)~~ the United Kingdom finding the UK apixaban ~~composition of matter~~composition-of-matter patent and related SPC invalid, ~~and (ii) the Netherlands denying a BMS request for a preliminary injunction that would have prevented an at-risk generic launch,~~ generic manufacturers have begun marketing generic versions of Eliquis in the UK and ~~the Netherlands,~~in Portugal, and may seek to market generic versions of Eliquis in additional countries in Europe, prior to the expiration of our patents, which ~~may lead~~has led to additional infringement and invalidity actions involving our Eliquis patents being filed in various countries in Europe. Most recently, in France, Norway and Sweden, courts held in BMS's favor, confirming the validity of the composition of matter patent and related SPCs in those countries. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to ~~“Item~~"Item 1. Financial Statements—Note ~~17.~~18. Legal Proceedings and Contingencies—Intellectual ~~Property”~~Property" for further information.

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

•U.S. revenues increased ~~17% in~~9% during both the third quarter of ~~2022~~2023 and ~~15%~~ year-to-date primarily due to higher demand across multiple indications ~~including~~and to a lesser extent higher average net selling prices. The higher demand was related to the following indications: the Opdivo+Yervoy combinations for NSCLC, ~~Opdivo~~+~~Cabometyx~~* combination for kidney cancer, bladder and various gastric, esophageal and ~~esophageal cancers, partially offset by declining second-line eligibility across tumor indications and increased competition.~~

•International revenues decreased 5% in the third quarter of 2022 due to foreign exchange impacts of 13%, partially offset by higher demand as a result of additional indication launches and core indications. Excluding foreign exchange impacts, revenues increased 8%.bladder cancers.

•International revenues increased 1%15% during the third quarter of 2023 and 11% year-to-date due to higher demand as a result of additional indication launches and core indications and to a lesser extent lower average net selling prices. The year-to-date revenue increase was partially offset by foreign exchange ~~impacts~~impact of ~~10%~~3%. Excluding foreign exchange impacts, revenues increased ~~11%.~~15% and 14%, respectively.

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

•U.S. revenues ~~increased 9% in~~decreased 5% during both the third quarter of ~~2022~~2023 and year-to-date due to an increase in the number of patients receiving free drug product from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates products, partially offset by higher average net selling ~~prices and higher demand.~~prices.

•International revenues ~~decreased~~increased 7% induring the third quarter of ~~2022~~2023 and 1%2% year-to-date primarily due to higher demand and foreign exchange impacts of ~~13% and 10%, respectively,~~3% partially offset by ~~higher demand.~~lower average net selling prices in the third quarter. The year-to-date revenues increase was partially offset by lower average net selling prices and foreign exchange impacts of 2%. Excluding foreign exchange impacts, revenues increased by ~~6% and 9%, respectively.~~4% in both periods.

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

•U.S. revenues increased ~~6% in~~5% during the third quarter of ~~2022~~2023 and 9%3% year-to-date primarily due to higher ~~demand and higher~~demand. Year-to-date was also impacted by lower average ~~selling~~ net selling prices.

•International revenues ~~decreased 11%~~increased 2% during the third quarter of 2023 and 1% year-to-date due to higher demand and in the third quarter, ~~of 2022 and 7% year-to-date due to~~ foreign exchange impacts of ~~13% and 10%, respectively,~~1%. The year-to-date revenue increase was also partially offset by ~~higher demand.~~foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased by 2%1% and 3%4%, respectively.

•~~In the U.S. and EU, estimated LOE dates are based on method~~BMS is not aware of ~~use patents that expired in 2021. Formulation and additional patents expire in 2026 and beyond. There are no~~any Orencia biosimilars on the market in the U.S., EU orand Japan. Formulation and additional patents expire in 2026 and beyond.

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~~Gleevec* * (imatinib(imatinib mesylate) and the treatment of children and adolescents aged 1 year to 18 years with chronic phase Philadelphia chromosome-positive CML.

•U.S. revenues increased ~~16% in~~1% during the third quarter of ~~2022 and 14%~~2023 due to increased demand partially offset by lower average net selling prices.

•U.S. revenues decreased 5% year-to-date due to ~~higher~~lower average ~~net~~ selling ~~prices and higher demand.~~price driven by unfavorable prior period GTN adjustments.

•International revenues decreased ~~23% in~~30% during the third quarter of ~~2022~~2023 and ~~18%~~26% year-to-date primarily due to ~~foreign exchange impacts of 13% and 11%, respectively and~~ lower demand as a result of generic ~~erosion.~~erosion, lower average net selling price and foreign exchange impacts of 1% and 3%, respectively. Excluding foreign exchange impacts, revenues decreased by ~~10%~~29% and 7%23%, respectively.

•In the U.S., BMS entered into settlement agreements with certain third parties to sell generic dasatinib products beginning in September 2024, or earlier in certain circumstances. In the EU, generic dasatinib products have entered the market. In Japan, the composition of matter patent has been extended to 2024 for the treatment of non-imatinib-resistant CML, but generics have been approved for other indications.

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

•U.S. revenues increased ~~3% in both~~12% during the third quarter of ~~2022~~2023 and 9% year-to-date primarily due to higher demand and average net selling ~~prices, partially offset by lower demand.~~prices.

•International revenues ~~remained constant in~~increased 8% during the third quarter of ~~2022~~2023 and 4% year-to-date primarily due to higher demand as a result of additional indication launches and core indications ~~offset by~~and foreign exchange impacts of ~~14%~~2% during the third quarter of 2023. The year-to-date increase was partially offset by lower average net selling price and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased by ~~14%.~~

•~~International revenues increased 11% year-to-date due to higher demand as a result of additional indication launches~~6% and ~~core indications, partially offset by foreign exchange impacts of 12% and lower average net selling prices. Excluding foreign exchange impacts, revenues increased by 23%.~~

~~Empliciti~~ ~~(elotuzumab) — a humanized monoclonal antibody for the treatment of multiple myeloma.~~7%, respectively.

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

•International revenues decreased ~~9% in~~12% during the third quarter of ~~2022~~2023 and ~~11%~~15% year-to-date primarily due to continued generic erosion, lower average net selling prices and foreign exchange impacts of 5%1% and ~~4% and continued generic erosion.~~2%, respectively. Excluding foreign exchange impacts, revenues decreased by 4%11% and 7%13%, respectively.

New Product Portfolio

Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in i) adult patients with transfusion dependent and non-transfusion dependent beta thalassemia who require regular red blood cell transfusions, ~~and for the treatment of anemia failing an ESA in~~ii) adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require ~~RBC transfusions.~~red blood cell transfusions, as well as iii) adult patients without previous erythropoiesis stimulating agent use (ESA-naïve) with very low- to intermediate-risk MDS who may require regular red blood cell transfusions, regardless of ring sideroblast status. Reblozyl was launched in November 2019.

•U.S. revenues increased ~~6% in~~28% during the third quarter of ~~2022~~2023 and ~~22%~~24% year-to-date primarily due to higher demand.

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

•U.S. revenues decreased 8% during the third quarter of 2023 resulting from a planned facility maintenance and lower demand due to increased competition in BCMA targeted therapies, partially offset by higher average net selling prices.

•U.S. revenues increased 49% year-to-date primarily due to higher demand enabled by additional manufacturing capacity.

Opdualag (nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a lymphocyte activation gene-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma. Opdualag was launched in March 2022.

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

Breyanzi (lisocabtagene maraleucel) — is a CD19-directed genetically modified autologous ~~CAR T~~CAR-T cell therapy indicated for the treatment of adult patients with certain types of relapsed or refractory large B-cell lymphoma after one or more lines of systemic therapy. Breyanzi was launched in April 2021.

Onureg (azacitidine) — an oral hypomethylating agent that incorporates into DNA and RNA, indicated for continued treatment of adult patients with acute myeloid leukemia 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.

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

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

~~Opdualag~~ (nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a LAG-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma. ~~Opdualag~~ ~~was launched in March 2022.~~

Camzyos (mavacamten) — a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic obstructive HCM to improve functional capacity and symptoms. Camzyos was launched in April 2022.

Sotyktu (deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy. Sotyktu was launched in September 2022.

Recent LOE Products

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.

•U.S. revenues decreased ~~6% in~~44% during the third quarter of ~~2022~~2023 and 1%37% year-to-date primarily due to ~~lower demand from~~ generic erosion ~~partially offset by higher~~and an increase in the number of patients receiving free drug product from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates products, and to a lesser extent lower average net selling prices.

•International revenues decreased ~~76% in~~19% during the third quarter of ~~2022~~2023 and ~~55%~~53% year-to-date primarily due to generic erosion across several European countries and ~~Canada,~~foreign exchange impacts of 1%. The year-to-date decrease was also impacted by lower average net selling ~~prices and foreign exchange impacts of 3% and 4%, respectively.~~prices. Excluding foreign exchange impacts, revenues decreased by ~~73%~~18% and ~~51%~~52%, respectively.

•In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide beginning in March 2022 or thereafter. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. In the EU, generic lenalidomide products have entered the market. ~~In Japan, the composition of matter patent expired in July 2022, however BMS is not aware of any generic approvals.~~ Global revenues for Revlimid are expected to decline to approximately ~~$9.0 billion to $9.5~~$6.0 billion in ~~2022.~~2023.

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

•U.S. revenues ~~decreased 45% in~~increased 57% during the third quarter of ~~2022~~2023 and ~~31%~~15% year-to-date due to entry of authorized generics and lower demand. Year-to-date was also impacted by manufacturing delays in the first quarter of 2022. Revenues in the second and third quarter of 2022 include product supply sales and profit sharing fees resulting from authorized generic arrangements.

•~~International revenues increased 13% in the third quarter of 2022~~primarily due to higher demand as the manufacturing delays experienced in the prior year were substantially resolved, partially offset by foreign exchange impacts of 7%. Excluding foreign exchange impacts, revenues increased by 20%.

•~~International revenues decreased 18% year-to-date due to~~branded sales resulting from lower ~~demand as a result of~~authorized generic erosion and foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues decreased by 14%. During the first quarter of 2022, the manufacturing delays experienced in the U.S. and International were substantially resolved.

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

sales.

4244

Estimated End-User Demand

Pursuant to the SEC Consent Order described under "— SEC Consent Order" in our ~~2021~~2022 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~~certain limited exceptions. There were ~~not material to our results of operations as of the dates indicated:~~

~~Sotyktu~~ ~~had 2.3 months of inventory on hand~~none as of September 30, ~~2022 in the U.S to support the product launch. The inventory is expected to be worked down as demand increases post launch.~~

~~Reblozyl~~ ~~had 1.1 months of inventory on hand internationally in the~~2023, for our U.S. distribution ~~channel as of~~channels, and June 30, ~~2022 compared to 0.9 months of inventory on hand as of March 31, 2022 primarily to support the product launch in China and minimum stocking requirements in Greece.~~2023, for our non-U.S. distribution channels.

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 accounted for approximately ~~79%~~86% of total gross sales of U.S. products ~~for~~during the nine months ended September 30, ~~2022.~~2023. Factors that may influence our estimates include generic competition, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS (Revlimid) and Pomalyst REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimid and Pomalyst. Internationally, Revlimid and Imnovid are distributed under mandatory risk-management distribution programs tailored to meet local ~~authorities’~~authorities' specifications to provide for the ~~products’~~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.

Camzyos is only available through a restricted program called the Camzyos REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive Camzyos.

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~~during the ~~quarter~~nine months ended September 30, ~~2022~~2023 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,~~certain limited exceptions, in our next quarterly report on Form 10-Q.

4345

Expenses


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in Millions		2022		2021		% Change		2022		2021		% Change
Dollars in millions														Dollars in millions	2023		2022		% Change		2023		2022		% Change
Cost of products sold(a)	Cost of products sold(a)	$	2,353	$	2,291	3	%	$	7,544	$	7,584	(1)	%	Cost of products sold(a)	$	2,506	$	2,353	7	%	$	7,948	$	7,544	5	%
Marketing, selling and administrative	Marketing, selling and administrative	1,930		1,788		8	%	5,548		5,336		4	%	Marketing, selling and administrative	2,003		1,930		4	%	5,699		5,548		3	%
Research and development	Research and development	2,418		2,980		(19)	%	6,999		7,677		(9)	%	Research and development	2,242		2,418		(7)	%	6,821		6,999		(3)	%
Acquired IPRD	Acquired IPRD	30		271		(89)	%	763		1,070		(29)	%	Acquired IPRD	80		30		*		313		763		(59)	%
Amortization of acquired intangible assets	Amortization of acquired intangible assets	2,418		2,546		(5)	%	7,252		7,606		(5)	%	Amortization of acquired intangible assets	2,256		2,418		(7)	%	6,769		7,252		(7)	%
Other (income)/expense, net	Other (income)/expense, net	(140)		(409)		(66)	%	793		(1,113)		**		Other (income)/expense, net	(258)		(140)		84	%	(787)		793		*
Total Expenses	Total Expenses	$	9,009	$	9,467	(5)	%	$	28,899	$	28,160	3	%	Total Expenses	$	8,829	$	9,009	(2)	%	$	26,763	$	28,899	(7)	%

** In excess of +/- 100%.

(a) Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by ~~$62~~$153 million in the third quarter of ~~2022, primarily due to higher profit sharing due to~~ ~~Eliquis~~ ~~revenue growth ($151 million)~~2023 and ~~higher costs resulting from expanding our cell therapy capabilities, partially offset by foreign exchange impacts and related hedging settlements ($214 million).~~

~~Cost of products sold decreased by $40~~$404 million year-to-date primarily due to lower hedging settlement gains ($143 million in the ~~impairment charges related to~~ ~~Inrebic~~ ~~EU regulatory approval milestones in 2021 ($315 million)~~quarter and ~~foreign exchange impacts~~$147 million year-to-date) and ~~related hedging settlements ($553 million), partially offset by~~ higher royalty and profit sharing ~~due to~~ ~~Eliquis~~ ~~revenue growth~~ ($~~529 million)~~28 million in the quarter and $270 million year-to-date). Year-to-date also included the offsetting impacts of higher ~~costs resulting from expanding our~~CAR-T cell therapy ~~capabilities.~~inventory charges and the elimination of the Puerto Rico excise tax ($164 million).

Marketing, Selling and Administrative

Marketing, selling and administrative ~~expenses~~expense increased ~~$142~~by $73 million in the third quarter of ~~2022~~2023 primarily driven by higher advertising and ~~$212 million year-to-date primarily due to higher~~promotion costs to support new product launches, a lease impairment in 2023 ($65 million) and timing of charitable giving ($90 million), partially offset by the cash settlement of Turning Point unvested stock awards ($73 million) in 2022.

Marketing, selling and administrative expense increased by $151 million year-to-date primarily due to higher advertising and promotion costs to support new product launches, and consulting costs supporting corporate initiatives, a lease impairment in 2023 ($65 million), partially offset by ~~foreign exchange impacts.~~timing of charitable giving ($60 million) and cash settlement of Turning Point unvested stock awards ($73 million).

Research and Development

Research and development expense decreased by ~~$562~~$176 million in the third quarter of ~~2022,~~2023 and ~~$678~~$178 million year-to-date, primarily due to ~~IPRD impairment charges in 2021 ($610 million in the third quarter and $840 million year-to-date),~~ lower clinical ~~development costs~~grants and ~~foreign exchange impacts, partially offset by~~supplies in 2023 and the cash settlement of Turning Point unvested stock awards ($80 million) ~~and~~in 2022. Year-to-date also included the impacts of the unwinding of inventory purchase price adjustments for clinical use ~~during~~($130 million) in 2022, partially offset by the purchase of a priority review voucher ($~~22 million~~95 million) in ~~the third quarter and $130 million year-to-date).~~2023.

Acquired IPRD

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

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2022 2021 2022 2021
Eisai upfront collaboration fee $ — $ — $ — $ 650
Agenus upfront license fee — 200 — 200
Mavacamten royalty extinguishment — — 295 —
Dragonfly milestone — 5 175 5
Immatics upfront license fee — — 150 —
BridgeBio upfront license fee — — 90 —
Prothena opt-in license fee — — — 80
GentiBio upfront license fee 30 — 30 —
Other — 66 23 135
Acquired IPRD charges $ 30 $ 271 $ 763 $ 1,070


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions	2023		2022		2023		2022
Mavacamten royalty extinguishment	$	—	$	—	$	—	$	295
Dragonfly milestone	—		—		—		175
Prothena opt-in license fee	—		—		55		—
Immatics upfront license fee	—		—		15		150
Evotec designation and opt-in license fees	—		—		90		—
BridgeBio upfront license fee	—		—		—		90
Zenas upfront license fee	50		—		50		—
Other	30		30		103		53
Acquired IPRD charges	$	80	$	30	$	313	$	763

4446

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by ~~$128~~$162 million in the third quarter of ~~2022~~2023 and ~~$354~~$483 million year-to-date primarily due to ~~a change~~Abraxane marketed product right being fully amortized in the ~~expected expiration of the market exclusivity period for~~ ~~Pomalyst~~ ~~to the first~~fourth quarter of ~~2026.~~2022.

Other (Income)/Expense, Net

Other (income)/expense, net changed by ~~$269~~$118 million in the third quarter of ~~2022~~2023 and ~~$1.9~~$1.6 billion year-to-date primarily ~~due to~~litigation and other settlements, equity investments ~~contingent value rights~~ and other items discussed below.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Dollars in millions										Dollars in millions	2023		2022		2023		2022
Interest expense	Interest expense	$	299	$	328	$	938	$	1,011	Interest expense	$	280	$	299	$	850	$	938
Royalties and licensing income		(579)		(425)		(1,564)		(1,197)
Equity investment losses/(income)		14		(465)		966		(1,214)
Royalty and licensing income										Royalty and licensing income	(365)		(374)		(1,068)		(967)
Royalty income - divestitures										Royalty income - divestitures	(217)		(205)		(623)		(597)
Equity investment losses										Equity investment losses	—		14		213		966
Integration expenses	Integration expenses	114		141		343		434		Integration expenses	54		114		180		343
Contingent consideration		—		—		1		(510)
Loss on debt redemption	Loss on debt redemption	—		—		266		281		Loss on debt redemption	—		—		—		266
Divestiture gains										Divestiture gains	—		—		—		(211)
Litigation and other settlements										Litigation and other settlements	(61)		44		(393)		32
Investment income										Investment income	(107)		(52)		(304)		(89)
Provision for restructuring	Provision for restructuring	17		27		60		150		Provision for restructuring	141		17		321		60
Litigation and other settlements		44		13		32		49

Divestiture losses/(gains)		—		2		(211)		(9)

Other	Other	(49)		(30)		(38)		(108)		Other	17		3		37		52
Other (income)/expense, net	Other (income)/expense, net	$	(140)	$	(409)	$	793	$	(1,113)	Other (income)/expense, net	$	(258)	$	(140)	$	(787)	$	793

•Interest expense decreased in the third quarter of 2023 and year-to-date compared to 2022 due to additional debt maturities. Refer to "Item 1. Financial Statements and Supplementary Data—Note 10. Financing Arrangements" for further information.

•Royalties increased in the third quarter of 2023 and ~~licensing income includes diabetes business royalties,~~year-to-date primarily due to higher Keytruda* ~~royalties,~~ ~~Tecentriq~~* royalties and ~~milestones for products that have not obtained commercial approval.~~diabetes business divestiture royalties. Refer to ~~“Item~~"Item 1. Financial ~~Statements—~~Statements and Supplementary Data—Note 4. Acquisitions, Divestitures, Licensing and Other ~~Arrangements”~~Arrangements" for further information.

•Equity ~~investment losses/(income) includes~~investments generated lower losses in the third quarter of 2023 and year-to-date compared to 2022 primarily driven by fair value adjustments for investments that have readily determinable fair value and observable price changes for investments without readily determinable fair values resulting primarily from initial public offerings or third-party acquisitions of entities which we held an ownership interest. Our share of income or loss from equity method investments is primarily due to fair value adjustments attributed to limited partnerships.value. Refer to ~~“Item~~"Item 1. Financial ~~Statements—~~Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value ~~Measurements”~~Measurements" for more information.

•Integration expenses decreased in the third quarter of 2023 and year-to-date primarily ~~includes~~due to lower consulting fees to implement Celgene ~~and other acquisition~~ integration initiatives related to processes and systems.

•Contingent consideration primarily includes fair value adjustments resulting from the change in the traded price of contingent value rights issued with the Celgene acquisition. The contractual obligation to pay the contingent value rights terminated in January 2021 because the FDA did not approve liso-cel (JCAR017) by December 31, 2020.

•Loss on debt redemption resulted from the early redemption of long-term debt during the nine months ended September 30, 2022, as further discussed in "Item 1. Financial Statements and Supplementary Data—Note 10. Financing Arrangements".

•Divestiture gains resulted from the divestiture of ~~$6.0 billion~~certain mature product rights during the first quarter of 2022.

•Litigation and other settlements include $384 million of income related to the AZ settlement, partially offset by $322 million expense recorded in ~~2022~~connection with the BeiGene settlement in 2023. In addition, year-to-date 2023 included $400 million of income related to the Nimbus' TYK2 program change of control provision incurred during the second quarter. Refer to "Item 1. Financial Statements and ~~$3.5 billion in 2021.~~Supplementary Data—Note 5. Other (Income)/Expense, Net" for further information.

•Investment income increased during the third quarter of 2023 and year-to-date primarily due to higher interest rates.

•Provision for restructuring includes exit and other costs primarily related to ~~the Celgene acquisition plan. We achieved the annualized pre-tax cost savings of at least $3.0 billion. Refer to “Item~~certain restructuring activities including a new plan in 2023 discussed further in "Item 1. Financial ~~Statements—~~Statements and Supplementary Data—Note 6. ~~Restructuring” for further information.~~

•Litigation and other settlements includes expenses for intellectual property and promotional practice matters, as further described in Item 1. Financial Statements—Note 17. Legal Proceedings and Contingencies”Restructuring". In addition, year-to-date 2022 includes income of $40 million resulting from a settlement resolving all legal claims and business interests pertaining to Nimbus’ TYK2 inhibitor. The settlement also provides for contingent development, regulatory and sales-based milestones payable to BMS upon the occurrence of certain events.

•~~Divestiture gains resulted from the divestiture of product rights for several mature products in 2022.~~

•Other includes foreign exchange, interest income, transition service fees, as well as exit costs of $38 million resulting from the transition of our commercial operations in the Russian Federation to a third-party distributor and acquisition costs of $32 million related to the Turning Point acquisition in 2022.

4547

Income Taxes

Three Months Ended September 30, Nine Months Ended September 30,
Dollars in Millions 2022 2021 2022 2021
Earnings Before Income Taxes $ 2,209 $ 2,157 $ 5,854 $ 6,240
Provision for Income Taxes 601 605 1,534 1,598
Effective Tax Rate 27.2 % 28.0 % 26.2 % 25.6 %
Impact of Specified Items (10.3) % (13.4) % (9.6) % (9.3) %
Effective Tax Rate Excluding Specified Items 16.9 % 14.6 % 16.6 % 16.3 %


	Three Months Ended September 30,						Nine Months Ended September 30,
Dollars in millions	2023			2022			2023			2022
Earnings before income taxes	$	2,137		$	2,209		$	6,766		$	5,854
Income tax provision	203			601			488			1,534
Effective tax rate	9.5		%	27.2		%	7.2		%	26.2		%

Impact of specified items	(2.1)		%	10.3		%	(7.5)		%	9.6		%
Effective tax rate excluding specified items	11.6		%	16.9		%	14.7		%	16.6		%

~~The~~Provision for income taxes in interim periods are determined based on the estimated annual effective tax rates and the tax impact ~~attributed to specified~~of discrete items ~~was primarily due to low jurisdictional tax rates attributed to the unwinding of inventory fair value adjustments and intangible asset amortization and contingent value rights fair value adjustments~~ that ~~were not taxable in 2021.~~are reflected immediately. The ~~2.3% increase~~reduction in the effective tax rate ~~excluding specified items~~during the third quarter of 2023 was primarily due to ~~changes~~recently issued Section 174 guidance regarding deductibility of certain non-U.S. research and development expenses. The revised guidance resulted in a reduction of previously estimated income taxes attributed to 2022, which was reflected in the current quarter as well as a reduction in the estimated annual effective rates for 2023. Previously estimated income taxes for 2022 were reduced by approximately $240 million upon finalization of the U.S. Federal tax ~~rates resulting from jurisdictional earnings mix~~return primarily due to the aforementioned revised Section 174 guidance that was issued in the third quarter of ~~both periods. Refer~~2023.

In addition, the effective tax rate during the first nine months of 2023 was impacted by a $656 million deferred income tax benefit following the receipt of a non-U.S. tax ruling regarding the deductibility of a statutory impairment of subsidiary investments, jurisdictional earnings mix resulting from amortization of acquired intangible assets, equity investment losses, litigation and other settlements, as well as releases of income tax reserves of $89 million related to ~~“Item 1. Financial Statements—Note 7. Income Taxes” for additional information.~~the resolution of Celgene's 2009-2011 IRS audits, partially offset by the impact of changes in the Puerto Rico tax decree that eliminated a previously creditable excise tax. Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the relevant tax code.

The changes in the non-GAAP effective tax rate were due to the changes in the aforementioned changes to Section 174 guidance, Puerto Rico tax decree, jurisdictional earnings mix and the tax reserve releases in the first quarter of 2023.

Non-GAAP Financial Measures

Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwind of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) costs of acquiring a priority review voucher, (vii) divestiture gains or losses, ~~(vii)~~(viii) stock compensation resulting from acquisition-related equity awards, ~~(viii)~~(ix) pension, legal and other contractual settlement charges, ~~(ix)~~(x) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method investments), (xi) income resulting from the change in control of the Nimbus Therapeutics TYK2 Program and ~~(x)~~(xii) 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 a non-U.S. tax ruling regarding the deductibility of a statutory impairment of subsidiary investments. We also provide international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit ~~99.2~~99.1 to our Form 8-K filed on October 26, ~~2022~~2023 and are incorporated herein by reference.

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

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management, analysts and ~~investors’~~investors' overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. This information is not intended to be considered in isolation or as a substitute for the related financial measures prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our consolidated financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Specified items were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions		2022		2021		2022		2021
Dollars in millions										Dollars in millions	2023		2022		2023		2022

Inventory purchase price accounting adjustments	Inventory purchase price accounting adjustments	$	86	$	97	$	240	$	264	Inventory purchase price accounting adjustments	$	—	$	86	$	84	$	240
Intangible asset impairment		—		—		—		315

Site exit and other costs	Site exit and other costs	—		—		43		24		Site exit and other costs	16		—		53		43
Cost of products sold	Cost of products sold	86		97		283		603		Cost of products sold	16		86		137		283

Employee compensation charges	Employee compensation charges	73		—		73		1		Employee compensation charges	—		73		—		73
Site exit and other costs	Site exit and other costs	—		1		6		—		Site exit and other costs	65		—		85		6
Marketing, selling and administrative	Marketing, selling and administrative	73		1		79		1		Marketing, selling and administrative	65		73		85		79

IPRD impairments	IPRD impairments	58		610		98		840		IPRD impairments	60		58		80		98
Priority review voucher										Priority review voucher	—		—		95		—
Inventory purchase price accounting adjustments	Inventory purchase price accounting adjustments	22		1		130		1		Inventory purchase price accounting adjustments	—		22		—		130
Employee compensation charges	Employee compensation charges	80		—		80		1		Employee compensation charges	—		80		—		80
Site exit and other costs	Site exit and other costs	—		1		—		1		Site exit and other costs	4		—		10		—
Research and development	Research and development	160		612		308		843		Research and development	64		160		185		308

Amortization of acquired intangible assets	Amortization of acquired intangible assets	2,418		2,546		7,252		7,606		Amortization of acquired intangible assets	2,256		2,418		6,769		7,252

Interest expense(a)	Interest expense(a)	(18)		(29)		(66)		(91)		Interest expense(a)	(12)		(18)		(39)		(66)
Equity investment losses/(income)		12		(465)		962		(1,227)
Integration expenses		114		141		343		434
Contingent consideration		—		—		—		(510)
Loss on debt redemption		—		—		266		281

Provision for restructuring		17		27		60		150
Litigation and other settlements		36		—		(4)		—

Divestiture losses/(gains)		—		2		(211)		(9)
Equity investment (income)/losses										Equity investment (income)/losses	(2)		12		206		962
Integration expenses										Integration expenses	54		114		180		343
Loss on debt redemption										Loss on debt redemption	—		—		—		266
Divestiture gains										Divestiture gains	—		—		—		(211)
Litigation and other settlements										Litigation and other settlements	(62)		36		(397)		(4)
Provision for restructuring										Provision for restructuring	141		17		321		60

Other	Other	28		—		70		—		Other	28		28		23		70
Other (income)/expense, net	Other (income)/expense, net	189		(324)		1,420		(972)		Other (income)/expense, net	147		189		294		1,420

Increase to pretax income	Increase to pretax income	2,926		2,932		9,342		8,081		Increase to pretax income	2,548		2,926		7,470		9,342

Income taxes on items above	Income taxes on items above	(268)		(137)		(987)		(732)		Income taxes on items above	(340)		(268)		(944)		(987)

Income taxes attributed to non-U.S. tax ruling										Income taxes attributed to non-U.S. tax ruling	—		—		(656)		—

Income taxes										Income taxes	(340)		(268)		(1,600)		(987)

Increase to net earnings	Increase to net earnings	$	2,658	$	2,795	$	8,355	$	7,349	Increase to net earnings	$	2,208	$	2,658	$	5,870	$	8,355

(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 2022 2021 2022 2021
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – GAAP $ 1,606 $ 1,546 $ 4,305 $ 4,622
Specified Items 2,658 2,795 8,355 7,349
Net Earnings Attributable to BMS Used for Diluted EPS Calculation – Non-GAAP $ 4,264 $ 4,341 $ 12,660 $ 11,971
Weighted-Average Common Shares Outstanding – Diluted 2,148 2,243 2,154 2,253
Diluted Earnings Per Share Attributable to BMS – GAAP $ 0.75 $ 0.69 $ 2.00 $ 2.05
Diluted EPS Attributable to Specified Items 1.24 1.24 3.88 3.26
Diluted EPS Attributable to BMS – Non-GAAP $ 1.99 $ 1.93 $ 5.88 $ 5.31


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in millions, except per share data	2023		2022		2023		2022
Net earnings attributable to BMS
GAAP	$	1,928	$	1,606	$	6,263	$	4,305
Specified items	2,208		2,658		5,870		8,355
Non-GAAP	$	4,136	$	4,264	$	12,133	$	12,660

Weighted-average common shares outstanding – diluted	2,064		2,148		2,093		2,154

Diluted earnings per share attributable to BMS
GAAP	$	0.93	$	0.75	$	2.99	$	2.00
Specified items	1.07		1.24		2.81		3.88
Non-GAAP	$	2.00	$	1.99	$	5.80	$	5.88

4750

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:


Dollars in Millions	Dollars in Millions	September 30, 2022		December 31, 2021		Dollars in Millions	September 30, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	7,734	$	13,979	Cash and cash equivalents	$	7,514	$	9,123
Marketable debt securities – current	Marketable debt securities – current	1,293		2,987		Marketable debt securities – current	171		130

Marketable debt securities – non-current						Marketable debt securities – non-current	325		—
Total cash, cash equivalents and marketable debt securities	Total cash, cash equivalents and marketable debt securities	9,027		16,966		Total cash, cash equivalents and marketable debt securities	8,010		9,253
Short-term debt obligations	Short-term debt obligations	(2,132)		(4,948)		Short-term debt obligations	(5,467)		(4,264)
Long-term debt	Long-term debt	(36,966)		(39,605)		Long-term debt	(32,137)		(35,056)
Net debt position	Net debt position	$	(30,071)	$	(27,587)	Net debt position	$	(29,594)	$	(30,067)

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

We believe that our existing cash, cash equivalents and marketable debt securities, together with our ability to generate cash ~~generated~~ from operations and ~~if required, from the issuance of commercial paper will be~~our access to short-term and long-term borrowings, are sufficient to satisfy our existing and anticipated cash needs, ~~for at least the next few years,~~ including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, ~~of approximately $10.6 billion through 2026,~~ as well as any debt repurchases through redemptions or tender offers. ~~As of~~During the first nine months ended September 30, ~~2022,~~2023, our net debt position ~~increased~~decreased by ~~$2.5~~$473 million primarily driven by $9.6 billion ~~primarily due to common stock repurchases and dividends ($9.1 billion), and the Turning Point acquisition ($3.3 billion),~~of cash provided by operations partially offset by ~~cash from operating activities ($9.8 billion).~~$8.7 billion of dividend payments and common stock repurchases.

We have a share repurchase program authorized by our Board of Directors allowing for repurchases of our shares. The specific timing and number of shares repurchased will be determined by our management at its discretion and will vary based on market conditions, securities law limitations and other factors. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. The repurchases may be effected through a combination of one or more open market repurchases, privately negotiated transactions, transactions structured through investment banking institutions and other derivative transactions, relying on Rule 10b-18 and Rule 10b5-1 under the Exchange Act. The outstanding share repurchase authorization under the program was $15.2 billion as of December 31, 2021. During the first ~~quarter~~nine months ended September 30, 2023, $1.9 billion of ~~2022,~~debt matured and was repaid including $750 million 2.750% Notes, $890 million 3.250% Notes and $239 million 7.150% Notes.

During the nine months ended September 30, 2023 we ~~executed ASR agreements to repurchase~~repurchased an aggregate ~~$5.0~~$5.2 billion of common stock. In addition, as part of our share repurchase program, we repurchased 10 million shares of common stock for $701 million during the third quarter of 2022. The remaining share repurchase capacity under the share repurchase program was approximately $9.5 billion as of September 30, 2022. Refer to ~~“Item~~"Item 1. Financial ~~Statements—~~Statements and Supplementary Data—Note ~~15. Equity”~~16. Equity" for ~~additional~~further information.

Dividend payments were ~~$3.5~~$3.6 billion during the nine months ended September 30, ~~2022.~~2023. Dividend paid per common share ~~of $0.54~~ was ~~declared~~$0.57 during each of the first, second and third quarters of ~~2022. Dividend decisions are~~2023. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.

Annual capital expenditures ~~were approximately $970 million in 2021 and~~ are expected to be approximately $1.1 billion ~~in 2022~~ and ~~$1.2~~$1.4 billion in ~~2023.~~2023 and 2024, respectively. We continue to make capital expenditures in connection with the expansion of our manufacturing capabilities, research and development and other facility-related activities.

~~In 2022, we purchased an aggregate principal amount of $6.0~~There were no borrowings outstanding under our $5.0 billion of certain of our debt securities for $6.6 billion of cash in tender offers and “make whole” redemptions. In connection with these transactions, a net $266 million loss on debt redemption was recognized based on the carrying value of the debt and included in Other (income)/expense, net.

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

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

In January 2022, we entered into a five-year $5.0 billion facility expiring in January 2027, which is extendable annually by one year with the consent of the lenders. This facility provides for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. Concurrently with the entry into this facility, the commitments under our existing five-year $1.5 billion facilities were terminated and the three-year $1.0 billion facility and 364-day $2.0 billion facility expired in accordance with their terms in January 2022. No borrowings were outstanding under revolving credit facilities as of September 30, ~~2022 or~~2023 and December 31, ~~2021.~~2022.

Under our commercial paper program, we may issue a maximum of $5.0 billion unsecured notes that have maturities of not more than 366 days from the date of issuance. There were no commercial paper borrowings outstanding as of September 30, ~~2022.~~

Our investment portfolio includes 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~~

Our current long-term and short-term credit ratings assigned by Moody’s Investors Service are A2 and Prime-1, respectively, with a stable long-term credit outlook, and our current long-term and short-term credit ratings assigned by Standard & Poor’s are A+ and A-1, respectively with a stable long-term credit outlook. The long-term ratings reflect the agencies’ opinion that we have a low default risk but are somewhat susceptible to adverse effects of changes in circumstances and economic conditions. The short-term ratings reflect the agencies’ opinion that we have good to extremely strong capacity for timely repayment. Any credit rating downgrade may affect the interest rate of any debt we may incur, the fair market value of existing debt and our ability to access the capital markets generally.2023.

Cash Flows

The following is a discussion of cash flow activities:


		Nine Months Ended September 30,					Nine Months Ended September 30,
Dollars in Millions		2022		2021
Dollars in millions						Dollars in millions	2023		2022
Cash flow provided by/(used in):	Cash flow provided by/(used in):					Cash flow provided by/(used in):
Operating activities	Operating activities	$	9,760	$	12,150	Operating activities	$	9,608	$	9,760
Investing activities	Investing activities	(2,275)		(939)		Investing activities	(949)		(2,275)
Financing activities	Financing activities	(13,716)		(12,257)		Financing activities	(10,383)		(13,716)

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, changesThe $152 million decrease 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.

~~The $2.4 billion change in cash used in~~provided by operating activities compared to ~~2021~~2022 was ~~driven~~primarily due to lower collections of $700 million (net of rebates and discounts) partially offset by ~~higher tax~~lower non-refundable advance payments ~~($1.4 billion) primarily resulting from~~for research and development ~~expenses that are capitalized and amortized for tax purposes, Turning Point related acquisition payments~~services ($~~300~~500 million) ~~and cash collections and timing of payments in the ordinary course of business.~~.

Investing Activities

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

The $1.3 billion ~~change~~decrease in cash used in investing activities compared to ~~2021~~2022 was primarily due to the acquisition of Turning Point ($3.2 billion net of cash acquired)~~, lower proceeds from the sale of equity investments ($845 million)~~ in 2022 partially offset by ~~lower Acquired IPRD payments ($594 million) and the~~ changes in the amount of marketable debt securities held ($~~2.1~~2.0 billion).

Financing Activities

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

The ~~$1.5~~$3.3 billion ~~change~~decrease in cash used in financing activities compared to ~~2021~~2022 was primarily due to ~~higher~~lower net debt borrowings ($3.8 billion), lower share repurchases ~~of common stock~~ ($~~2.0 billion),~~430 million) partially offset by ~~changes in the amount of net debt borrowings~~lower proceeds from stock option exercises ($~~621~~803 million).

Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our ~~late stage~~late-stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage pipeline since the start of the third quarter of ~~2022:~~2023:


Product			Indication			Date			Developments


Opdivo	Bladder	October 2023	Announced results from the Phase III CheckMate -901 trial in which Opdivo in combination with cisplatin-based chemotherapy followed by Opdivo monotherapy demonstrated statistically significant and clinically meaningful improvements in the primary efficacy endpoints of overall survival and progression-free survival as assessed by Blinded Independent Central Review compared to standard-of-care cisplatin-based chemotherapy as a first-line treatment for patients with unresectable or metastatic urothelial carcinoma who are cisplatin-eligible. With a median follow up of 33 months, treatment with Opdivo in combination with cisplatin-based chemotherapy reduced risk of death by 22%; no new safety signals were identified.
	Melanoma	October ~~2022~~2023	Announced ~~that~~FDA approval of Opdivo for the adjuvant treatment of adult and pediatric patients 12 years and older with completely resected stages IIB and IIC melanoma. The approval is based on the Phase III CheckMate -76K trial.
		August 2023	Announced EC approval of Opdivo for the adjuvant treatment of adult and pediatric patients 12 years and older with completely resected stages IIB and IIC melanoma. The approval is based on results from the Phase III CheckMate -76K trial.
	NSCLC	October 2023	Announced follow-up results from the Phase III CheckMate -816 trial, ~~evaluating~~demonstrating sustained event-free survival and promising overall survival trends with three cycles of Opdivo in combination with platinum-based chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC, regardless of PD-L1 expression levels. Neoadjuvant Opdivo with chemotherapy also showed improvements in pathologic complete response and major pathologic response over chemotherapy alone in PD-L1>1% and <1% patient populations. The safety profile of the Opdivo-based regimen was consistent across all PD-L1 subgroups.
		October 2023	Announced that the first disclosure of data from the Phase III CheckMate -77T trial evaluating perioperative regimen of neoadjuvant Opdivo with chemotherapy followed by surgery and adjuvant ~~setting~~Opdivo in patients with ~~completely resected~~resectable stage ~~IIB or IIC melanoma demonstrated a~~IIA to IIIB NSCLC showed statistically significant and clinically ~~meaningful benefit~~meaning improvement in ~~recurrence-free~~the primary efficacy endpoint of event-free survival as assessed by Blinded Independent Central Review compared to neoadjuvant chemotherapy and placebo followed by surgery and adjuvant placebo. Neoadjuvant Opdivo with chemotherapy followed by surgery and adjuvant Opdivo reduced the risk of disease recurrence, progression or death ~~was reduced~~ by ~~58% versus placebo. No new safety signals were observed.~~42% in patients with resectable non-small cell lung cancer.


~~Opdivo + Yervoy~~Product			~~RCC~~Indication			~~July 2022~~			~~Announced that Part A of the Phase III CheckMate -914 trial, evaluating~~ ~~Opdivo~~ ~~plus~~ ~~Yervoy~~ as an adjuvant treatment for patients with localized RCC who have undergone full or partial removal of the kidney and who are at moderate or high risk of relapse, did not meet the primary endpoint of disease-free survival. The safety profile was consistent with previously reported studies of the ~~Opdivo~~ ~~plus~~ ~~Yervoy~~ ~~combination in solid tumors.~~


~~Abecma~~Date	~~Multiple Myeloma~~Developments	~~August 2022~~	~~Announced with our alliance partner, 2seventy bio, Inc., positive topline results from the Phase III KarMMa-3 trial evaluating~~ ~~Abecma~~ ~~compared to standard combination regimens in adults with multiple myeloma that is relapsed and refractory after two to four prior lines of therapy and refractory to the last regimen showing~~ ~~Abecma~~ ~~significantly improves progression-free survival. Treatment with~~ ~~Abecma~~ ~~also showed an improvement in the key secondary endpoint of overall response rate compared to standard regimens.~~


~~Zeposia~~Opdivo	MSProstate Cancer	~~October 2022~~July 2023	Announced ~~retrospective analysis~~that results from the Phase III ~~DAYBREAK open-label extension~~CheckMate -7DX trial ofevaluating ~~Zeposia~~Opdivo in ~~MS showed~~combination with docetaxel in patients with advanced or metastatic castration-resistant prostate cancer did not meet the primary endpoints of radiographic progressive free survival at final analysis, nor overall survival at an interim analysis. No safety concerns were reported. Based on the recommendation from the data monitoring committee, the Company has decided to discontinue the study.
	RCC	October 2023	Announced that more than 92% of participants mounted a serologic response to COVID-19 exposure and vaccination, with only 10% of participants reporting COVID-19 adverse events – all were nonserious. Additional data from the Phase III ~~DAYBREAK and RADIANCE trials demonstrated~~CheckMate -67T noninferiority trial evaluating the ~~effect~~subcutaneous formulation of ~~early~~ ~~Zeposia~~Opdivo ~~treatment on long-term cognitive function~~co-formulated with Halozyme Therapeutics’ proprietary recombinant human hyaluronidase (rHPuH20) ("subcutaneous nivolumab") compared to intravenous (IV) Opdivo in patients with ~~relapsing MS.~~advanced or metastatic clear cell renal cell carcinoma (ccRCC) who have received prior systemic therapy met its co-primary pharmacokinetics endpoints and key secondary endpoint. Subcutaneous nivolumab demonstrated noninferiority of Cavgd28 (time-averaged Opdivo serum concentration over 28 days) and Cminss (trough serum concentration at steady state) compared to IV Opdivo, the study’s co-primary endpoints. Additionally, subcutaneous nivolumab showed a noninferior objective response rate as assessed by Blinded Independent Central Review vs. IV Opdivo, a key secondary endpoint. The safety profile of subcutaneous nivolumab was consistent with the IV formulation.

UC
Opdivo+Yervoy			NSCLC			~~October 2022~~September 2023			Announced ~~post hoc analyses~~six-year results from Part 1 of the Phase III ~~True North study evaluating~~CheckMate -227 trial demonstrating long-term, durable survival benefits of Opdivo plus Yervoy compared to chemotherapy in the ~~duration~~first-line treatment of ~~response following continuous~~ ~~Zeposia~~ ~~treatment for up to one year and following treatment interruption in~~ patients with ~~moderately to severely active UC. After achieving a clinical response at the end~~metastatic NSCLC, regardless of ~~the induction period, 86.1% of patients who remained on~~ ~~Zeposia~~ ~~showed no disease relapse at Week 52. Disease control was maintained for up to eight weeks in patients who switched to placebo after initial response.~~PD-L1 expression levels.


~~Opdualag~~Reblozyl			~~Melanoma~~MDS			~~September 2022~~August 2023			Announced ECFDA approval of ~~the fixed-dose combination of~~ ~~Opdualag~~Reblozyl ~~for the~~as first-line treatment of ~~advanced (unresectable or metastatic) melanoma~~anemia in adults ~~and adolescents 12 years of age and older~~ with ~~tumor cell PD-L1 expression < 1%. The approval~~lower-risk Myelodysplastic Syndromes (MDS) who may require transfusions. This expanded indication to the first-line setting is based on interim results from the Phase ~~II/~~III ~~RELATIVITY -047 trial.~~COMMANDS trial, expanding approved population to ESA-naïve patients, regardless of ring sideroblast status.


Zeposia			Multiple Sclerosis			October 2023			Announced data from the Phase III DAYBREAK and RADIANCE trials showing that after eight years of follow-up, 76% of patients treated with Zeposia for relapsing multiple sclerosis were free of six-month confirmed disability progression. Findings also demonstrated treatment with Zeposia resulted in low rates of progression independent relapse activity and relapse-associated worsening, key drivers of disease progression and permanent disability in multiple sclerosis. Also announced that first interim readout from the Phase IIIb ENLIGHTEN trial showing clinically meaningful improvement in cognitive functioning compared to baseline after one year of Zeposia treatment in almost half of patients with early relapsing multiple sclerosis.


Camzyos			Obstructive HCM			~~October 2022~~August 2023			Announced ~~that the FDA accepted the supplemental NDA for~~ ~~Camzyos~~ ~~for an expanded indication to reduce the need for septal reduction therapy. The FDA has set a target action date of June 16, 2023. The supplemental NDA is based on~~long-term follow-up results from the Phase III VALOR-HCM ~~trial.~~LTE trial demonstrating consistent impact of oral treatment for severely symptomatic obstructive HCM patients by showing that nearly 9 out of 10 patients treated with Camzyos have continued in the trial without septal reduction therapy at either 40 or 56 weeks of treatment. Also announced long-term follow-up results from the Phase III EXPLORER-LTE trial showing sustained improvements in left ventricular outflow tract obstruction, symptoms and NT-proBNP levels in patients with symptomatic obstructive HCM. No new safety signals were observed.


Sotyktu	Plaque Psoriasis	~~September 2022~~October 2023	Announced ~~Japan’s Ministry of Health, Labour and Welfare approval of~~ ~~Sotyktu~~ for treatment of plaque psoriasis, generalized pustular psoriasis, or erythrodermic psoriasis, for patients who have had an inadequate response to conventional therapies. The approval is based on the results from the Phase III POETYK PSO-1 trial.
~~September 2022~~	~~Announced FDA approval of~~ ~~Sotyktu~~ for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy. The approval is based on results from the Phase III POETYK PSO-1 and POETYK PSO-2 clinical trials.
~~September 2022~~	~~Announced two-year~~ results from the POETYK PSO ~~long-term extension~~LTE trial ~~demonstrating that clinical efficacy was maintained with continuous~~of Sotyktu treatment in adult patients with moderate-to-severe plaque psoriasis. Clinical response rates were maintained with continuous treatment with modified nonresponder imputation responses of 73.2% for Psoriasis Area and Severity Index (PASI) 75 with 3 years of continuous Sotyktu treatment. Sotyktu had a consistent safety profile with no increases in adverse events or serious adverse events and no new safety signals.


repotrectinib	NSCLC	October 2023	Announced the submission of the Japan NDA to the Pharmaceuticals and Medical Devices Agency for repotrectinib, a next-generation ROS1/TRK tyrosine kinase inhibitor, for the treatment of adult patients with locally advanced or metastatic ROS1-positive NSCLC. The application is based on data from the registrational Phase I/II TRIDENT-1 trial.
		August 2023	Announced updated results from the registrational Phase I/II TRIDENT-1 trial demonstrating that repotrectinib, a next-generation ROS1/TRK tyrosine kinase inhibitor, continued to show high response rates and durable responses, including robust intracranial responses, in patients with ROS1-positive locally advanced or metastatic NSCLC. Based on prior results from the TRIDENT-1 trial, the FDA accepted the NDA for repotrectinib granting Priority Review and assigned a PDUFA goal date of November 27, 2023.


Product			Indication			Date			Developments


LPA1			Progressive Pulmonary Fibrosis			October 2023			Announced that the FDA has granted Breakthrough Therapy Designation for BMS-986278, a potential first-in-class, oral, lysophosphatidic acid receptor 1 (LPA1) antagonist, for the treatment of progressive pulmonary fibrosis (PPF). The Breakthrough Therapy Designation is based on results from the global, randomized Phase II study that assessed the safety and efficacy of BMS-986278 treatment versus placebo in people living with idiopathic pulmonary fibrosis (IPF) and PPF. Stable background use of antifibrotics in the IPF cohort and/or select immunosuppressives in the PPF cohort were allowed.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to ~~“Item~~"Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" in our ~~2021~~2022 Form 10-K. There have been no material changes to our critical accounting policies during the nine months ended September 30, ~~2022.~~2023. For information regarding the impact of recently adopted accounting standards, refer to ~~“Item~~"Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards.”"

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain ~~“forward-looking”~~"forward-looking" statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as ~~“should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will”~~"should," "could," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe," "will" and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy, our ability to complete the acquisition of Mirati, and in relation to our ability to realize the projected benefits of our acquisitions of Celgene, MyoKardia, ~~and~~ Turning Point and Mirati, the impact of the COVID-19 pandemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug ~~costs,~~prices, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our ~~2021~~2022 Form 10-K, particularly under the section ~~“Item~~"Item 1A. Risk Factors,”" and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to ~~“Item~~"Item 7A. Quantitative and Qualitative Disclosures about Market ~~Risk”~~Risk" in our ~~2021~~2022 Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, ~~2022,~~2023, such disclosure controls and procedures are effective.

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

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

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

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

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

Period
Total Number of Shares Purchased(a)
Average Price Paid per Share(a)
Total Number of Shares Purchased as Part of Publicly Announced Programs(b)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in Millions, Except Per Share Data
July 1 to 31, 2022(c)
1,200,739 $ — 1,162,314 $ 10,169
August 1 to 31, 2022(c)
1,137,659 — 1,117,367 10,169
September 1 to 30, 2022 9,995,013 70.85 9,898,334 9,468
Three months ended September 30, 2022 12,333,411 12,178,015


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, 2023	11,032	$	63.90	—	$	6,014
August 1 to 31, 2023(c)	56,110,995			56,087,101	2,014
September 1 to 30, 2023	57,330	59.72		—	2,014
Three months ended September 30, 2023	56,179,357			56,087,101

(a)Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy ~~tax-withholding~~tax withholding obligations in connection with the vesting of awards under our long-term incentive program. ~~Shares surrendered for tax withholding included 38,425 in July, 20,292 in August and 96,679 in September with average prices of $76.57, $73.50 and $70.36, respectively.~~

(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common ~~stock and in June 2012 increased its~~stock. Following this authorization, ~~for~~ the ~~repurchase of our common stock by an~~Board subsequently approved additional $3.0 billion. The Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of our common stock in October 2016 and further increased its authorization for the repurchase of our common stock by approximately $7.0 billion in November 2019 and $5.0 billionauthorizations, including most recently, in February ~~2020. In~~2020, January 2021 and December 2021, in the ~~Board~~amounts of ~~Directors approved an increase of~~$5.0 billion, $2.0 billion and $15.0 billion, respectively, to the share repurchase ~~authorization for our common stock.~~authorization. The remaining share repurchase capacity under the program iswas approximately ~~$9.5~~$2.0 billion as of September 30, ~~2022.~~2023. Refer to ~~“Item 1.~~"Item 8. Financial ~~Statements-Note 15. Equity”~~Statements and Supplementary Data—Note 17. Equity" in our 2022 Form 10-K for information on the share repurchase program.

(c)~~During the first quarter~~On August 9, 2023, as part of ~~2022,~~our existing share repurchase program, BMS ~~entered into~~executed accelerated share repurchase (“ASR”) agreements to repurchase an aggregate ~~$5.0~~$4.0 billion of common stock. Approximately 6556 million shares of common stock (85% of the ~~$5.0~~$4.0 billion aggregate purchase price calculated on the basis of a price of ~~$65.89~~$60.62 per share, the closing share price of the Company's common stock on ~~February 8, 2022)~~August 9, 2023) were received by BMS and included in treasury stock. ~~During~~The total number of shares to be repurchased under the ~~second quarter of 2022,~~ASR agreements, and the ~~first tranche~~average price paid per share, will be determined at the settlement of the ASR ~~was settled~~agreements and ~~approximately 2 million shares~~will be based on volume-weighted average prices of BMS's common stock ~~were received~~during the terms of the ASR transactions less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements. The ASR transactions are scheduled to terminate in the fourth quarter of 2023, but each may conclude earlier than its scheduled termination date at the election of the applicable bank.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the period covered by ~~BMS and transferred to treasury stock.~~this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. During the third quarter of ~~2022,~~2023, the ~~final tranche of~~Company entered into the ASR ~~was settled~~agreements which are intended to be Rule 10b5-1 trading arrangements. For more information about the ASR transactions, see "Item 2. Unregistered Sales of Equity Securities and ~~approximately 2 million shares~~Use of ~~common stock were received by BMS and transferred to treasury stock. The completed ASR had an average repurchase price of $72.71 per share.~~Proceeds."

5355

Item 6. EXHIBITS

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


Exhibit No.						Description
31a.						Section 302 Certification Letter.
31b.						Section 302 Certification Letter.
32a.						Section 906 Certification Letter.
32b.						Section 906 Certification Letter.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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

5456

SUMMARY OF ABBREVIATED TERMS

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


~~2021~~2022 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022	~~LIBOR~~LPA1	~~London Interbank Offered Rate~~lysophosphatidic acid receptor 1
~~Agenus~~ANDA	~~Agenus Inc.~~	~~Lilly~~	~~Eli Lilly and Company~~
~~AML~~	~~acute myeloid leukemia~~	~~LOE~~	~~loss of exclusivity~~
~~Amylin~~	~~Amylin Pharmaceuticals, Inc.~~	~~MAA~~	~~marketing authorization application~~
~~aNDA~~	~~abbreviated new drug application~~Abbreviated New Drug Application	MDL	multi-district litigation
AstraZeneca	AstraZeneca PLC	MDS	myelodysplastic syndromes
~~BLA~~ASR	~~biologics license application~~accelerated share repurchase	Mirati Therapeutics	Mirati Therapeutics, Inc.
BCMA	B-cell maturation antigen-directed	MPM	malignant pleural mesothelioma
~~BridgeBio~~	~~BridgeBio Pharma Inc.~~	MS	~~Multiple Sclerosis~~
~~CAR T~~CAR-T	chimeric antigen receptor T-cell	MyoKardia	MyoKardia, Inc.
Celgene	Celgene Corporation	NDA	~~new drug application~~New Drug Application
Celgene and Other Acquisition Plans	Restructuring and integration plan implemented as a result of the acquisition of Celgene in 2019, MyoKardia in 2020 and Turning Point in 2022	NSCLC	non-small cell lung cancer
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	~~NKT~~Nimbus	~~natural killer T cells~~Nimbus Therapeutics
Cheplapharm	Cheplapharm Arzneimittel GmbH	~~NSCLC~~OTC	~~non-small cell lung cancer~~
~~CHMP~~	~~Committee for Medicinal Products for Human Use~~	~~NVAF~~	~~non-valvular atrial fibrillation~~over-the-counter
CML	chronic myeloid leukemia	~~OTC~~	~~over-the-counter~~
~~CRC~~	~~colorectal carcinoma~~	Otsuka	Otsuka Pharmaceutical Co., Ltd.
~~Dragonfly~~CRC	~~Dragonfly Therapeutics, Inc.~~colorectal carcinoma	PD-1	programmed cell death protein 1
ECDragonfly	~~European Commission~~Dragonfly Therapeutics, Inc.	PD-L1	programmed death-ligand 1
~~Eisai~~	~~Eisai Co., Ltd.~~	~~Pfizer~~	~~Pfizer, Inc.~~
~~EMA~~EC	European ~~Medicines Agency~~Commission	~~PsA~~PDUFA	~~psoriatic arthritis~~Prescription Drug User Fee Act
EPS	earnings per share	~~Prothena~~PPF	~~Prothena Corporation~~progessive pulmonary fibrosis
~~ESCC~~ESA	~~esophageal squamous cell carcinoma~~erythropoiesis stimulating agent	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the ~~quarterly period~~quarter ended September 30, ~~2022~~2023
EU	European Union	R&D	research and development
Exchange Act	the Securities Exchange Act of 1934	RA	rheumatoid arthritis
FASB	Financial Accounting Standards Board	RARCC	~~rheumatoid arthritis~~renal cell carcinoma
FDA	U.S. Food and Drug Administration	~~RBC~~	~~red blood cell~~
~~GAAP~~	~~U.S. generally accepted accounting principles~~	~~RCC~~	~~renal cell carcinoma~~
~~GTN~~	~~gross-to-net~~	REMS	risk evaluation and mitigation strategy
~~HCC~~GAAP	~~hepatocellular carcinoma~~generally accepted accounting principles	Sanofi	Sanofi S.A.
GTN	gross-to-net	SEC	U.S. Securities and Exchange Commission
HCM	hypertrophic cardiomyopathy	~~sBLA~~Section 174	~~supplemental Biologics License Application~~
~~HIV~~	~~human immunodeficiency viruses~~	~~SEC~~	~~Securities and Exchange Commission~~Guidance on amortization of specified research or experimental expenditures under Section 174 Notice 2023-63
Immatics	Immatics Biotechnologies GmbH.	SPC	Supplementary Protection Certificate
IPF	idiopathic pulmonary fibrosis	Takeda	Takeda Pharmaceutical Company Limited
IPRD	in-process research and development	Turning Point	Turning Point Therapeutics, Inc.
IOIRA	~~immuno-oncology~~Inflation Reduction Act of 2022	UC	ulcerative colitis
~~IPRD~~	~~in-process research and development~~	~~U.S.~~	~~United States~~
IRS	Internal Revenue Service	UK	United Kingdom
IV	intravenous	U.S.	United States
Juno	Juno Therapeutics, Inc.	USPTO	U.S. Patent and Trademark Office
LTE	long-term extension	VAT	value added tax
~~LAG-3~~LOE	~~lymphocyte activation gene-3~~loss of exclusivity

5557

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:	October 26, ~~2022~~2023	By:	/s/ Giovanni Caforio, M.D.
			Giovanni Caforio, M.D. Chairman of the Board and Chief Executive Officer

Date:	October 26, ~~2022~~2023	By:	/s/ David V. Elkins
			David V. Elkins Chief Financial Officer

5658


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
Dollars in Millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Interest rate swap contracts	$	—	$	(7)	$	—	$	(22)
Cross-currency interest rate swap contracts	—		(2)		—		(8)
Foreign currency forward contracts	19		2		145		(14)


Dollars in Millions	Estimated Useful Lives	September 30, 2022		December 31, 2021
Goodwill(a)		$	21,112	$	20,502

Other intangible assets(a):
Licenses	5 – 15 years	370		307
Acquired marketed product rights	3 – 15 years	60,477		60,454
Capitalized software	3 – 10 years	1,613		1,499
IPRD		6,560		3,750
Gross other intangible assets		69,020		66,010
Less accumulated amortization		(30,841)		(23,483)
Other intangible assets		$	38,179	$	42,527