BRISTOL MYERS SQUIBB CO - Quarter Report: 2025 June (Form 10-Q)

Contingent consideration (Note 9)

Other

()()()

Other (income)/expense, net

$ $ $ $

Note 6.

billion through 2027, with $ billion incurred to date. The remaining charges consist primarily of employee termination costs and site exit costs, including impairment and accelerated depreciation of property, plant and equipment.

million consist primarily of IT system integration costs, 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 Total charges$ $ $ $ Employee termination costs$ $ $ $ Other termination costs Provision for restructuring Integration expenses Accelerated depreciation

Asset impairments

Other shutdown costs, net

() Total charges$ $ $ $ Cost of products sold$ $ $ $

Selling, general and administrative

Research and development Other (income)/expense, net Total charges$ $ $ $

$ Provision for restructuring Payments()()Foreign currency translation and other ()Ending balance$ $

Note 7.

$ $ $()Income tax provision/(benefit) () ()Effective tax rate %()% % %

The year-to-date 2025 effective tax rate was primarily impacted by jurisdictional earnings mix and the impact of certain discrete adjustments.

The year-to-date 2024 effective tax rate was primarily impacted by a $ billion one-time, non-tax deductible charge for the acquisition of Karuna and $ million related to the resolution of Celgene's 2017-2019 IRS audits. In addition, the effective tax rate was impacted by jurisdictional earnings mix.

billion and $ billion, including $ million and $ million, respectively, for the transition tax following the TCJA enactment.

BMS 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 June 30, 2025 could decrease in the range of approximately $ million to $ 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.

It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits, however, an estimate of such increases cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by jurisdiction.

Note 8.

$ $ $()Weighted-average common shares outstanding – basic Incremental shares attributable to share-based compensation plans Weighted-average common shares outstanding – diluted

Earnings/(Loss) per common share

Basic$ $ $ $()Diluted ()

The total number of potential shares of common stock excluded from the diluted earnings/(loss) per common share computation because of the antidilutive impact was million and million for the three and six months ended June 30, 2025 and was million and million for the three and six months ended June 30, 2024, respectively.

Note 9.

$ $ $ $ $ Marketable debt securitiesCertificates of deposit Corporate debt securities U.S. Treasury securities Derivative assets Equity investments Derivative liabilities Contingent consideration liability

Contingent value rights(a)

million reflected revised assumptions primarily related to the probability of achieving the specified regulatory milestone and was recorded within Other (income)/expense, net.

As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2024 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of 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 June 30, 2025 and December 31, 2024.

Marketable Debt Securities

The amortized cost for marketable debt securities approximates its fair value and these securities mature within as of June 30, 2025 and December 31, 2024.

Equity investments without RDFV

Limited partnerships and other equity method investments Total equity investments$ $

)$()$ $()

Less: net (gain)/loss recognized on investments sold

Net unrealized (gain)/loss recognized on investments still held

()()()()

Equity investments without RDFV

Upward adjustments

()()()()

Net realized (gain)/loss recognized on investments sold

() ()

Impairments and downward adjustments

() ()

The following table summarizes the effect of derivative and non-derivative instruments designated as hedges in Other comprehensive income/(loss):


	Three Months Ended June 30,			Six Months Ended June 30,
Dollars in millions	2025		2024	2025		2024
Derivatives designated as cash flow hedges
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	$	()	$	$	()	$
Reclassified to Cost of products sold			()	()		()
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income/(loss)			()			()
Reclassified to Other (income)/expense, net	()			()
Forward interest rate contract gain/(loss):
Recognized in Other comprehensive income/(loss)
Reclassified to Other (income)/expense, net	()		()	()		()
Derivatives designated as net investment hedges
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	()			()
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	()			()

Restricted cash

Other Other current assets$ $

$ Operating leases

Inventories (Note 12)

Pension and postretirement Research and development

Receivables and convertible notes

Other Other non-current assets$ $

$ Income taxes Employee compensation and benefits Research and development Dividends Interest Royalties Operating leases Other Other current liabilities$ $

$ Pension and postretirement Operating leases Deferred income Deferred compensation

Contingent value rights (Note 9)

Other Other non-current liabilities$ $

Note 16.

$ $ $()$ $()$ Net earnings/(loss)— — — — — —

Other comprehensive income/(loss)

— — — ()— — — —

Cash dividends declared $ per share

— — — — ()— — — Stock compensation— — ()— — () — Balance at March 31, 2025 $ $ $()$ $()$ Net earnings/(loss)— — — — — —

Other comprehensive income/(loss)

— — — ()— — — —

Cash dividends declared $ per share

— — — — ()— — — Stock compensation— — — — — Distributions— — — — — — — ()Balance at June 30, 2025 $ $ $()$ $()$

The following table summarizes changes in equity during the six months ended June 30, 2024:

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

Par Value

Cost

Balance at December 31, 2023

()

Net earnings/(loss)

—

()

—

Other comprehensive income/(loss)

—

Cash dividends declared $ per share

—

()

—

Stock compensation

—

()

—

()

—

Balance at March 31, 2024

()

Net earnings

—

Other comprehensive income/(loss)

—

()

—

Cash dividends declared $ per share

—

()

—

Stock compensation

—

Distributions

—

()

Balance at June 30, 2024

()

)$ $()$()$ $()

Reclassified to net earnings(a)

() ()() ()Derivatives qualifying as cash flow hedges() ()() ()Pension and postretirement benefits

Amortization(b)

()

Marketable debt securities

Unrealized gains/(losses) Foreign currency translation Other comprehensive income/(loss)$()$ $()$()$ $()

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

Dollars in millions

Pretax

Tax

After Tax

Pretax

Tax

After Tax

Derivatives qualifying as cash flow hedges:

Recognized in other comprehensive income/(loss)

()

Reclassified to net earnings(a)

()

Derivatives qualifying as cash flow hedges

()

Pension and postretirement benefits

Actuarial gains/(losses)

()

Amortization(b)

Settlements(b)

()

Pension and postretirement benefits

()

Marketable debt securities

Unrealized gains/(losses)

()

Foreign currency translation

()

Other comprehensive income/(loss)

()

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

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

)$ Pension and postretirement benefits()()Marketable debt securities

Foreign currency translation(a)

()()Accumulated other comprehensive loss$()$()

(a)Includes net investment hedge gains of $ million and $ million as of June 30, 2025 and December 31, 2024, respectively.

Note 17.

$ $ $

Selling, general and administrative

Research and development

Total stock-based compensation expense

$ $ $ $

Income tax benefit(a)

$ $ $ $

(a) Income tax benefit excludes excess tax (deficiencies)/benefits from share-based compensation awards that were vested or exercised of $() million and $ million for the three and six months ended June 30, 2025 and ($) million and ($) million for the three and six months ended June 30, 2024, respectively.

Note 18.

million, with $ million attributed to BMS. In March 2023, the Hawaii Supreme Court reversed in part and affirmed in part the trial court decision, vacating the penalty award and remanding the case for a new trial and penalty determination. Following a new trial, in May 2024, the trial court issued a new decision against Sanofi and BMS, imposing penalties in the total amount of $ million, with $ million attributed to BMS. Sanofi and BMS appealed the decision. In May 2025, BMS and Sanofi executed a settlement agreement with the State of Hawaii to resolve the case for a total amount of $ million, with $ million attributable to and paid by BMS in the second quarter of 2025.

putative class actions were filed against Celgene and certain of its officers and employees in the U.S. District Court for the District of New Jersey (the “Celgene Securities Class Action”). The complaints alleged that the defendants violated federal securities laws. The district court consolidated the actions. In December 2019, the district court denied in part and granted in part defendants’ motion to dismiss. In November 2020, the district court certified a class of Celgene common stock purchasers between April 27, 2017 through April 28, 2018. Following discovery, defendants moved for summary judgment, which the district court granted in part and denied in part.

Certain entities filed 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. These actions have been consolidated for pre-trial proceedings. Defendants have moved for partial summary judgment in these consolidated actions.

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”) entered into in connection with the closing of BMS’s acquisition of Celgene in November 2019. An entity claiming to be the successor trustee under the CVR Agreement alleged that BMS breached the CVR Agreement by allegedly failing to use “diligent efforts” to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby allegedly avoiding a $ 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 alleged successor trustee. The plaintiff sought damages in an amount to be determined at trial and other relief, including interest and attorneys’ fees. BMS disputes the allegations. BMS filed a motion to dismiss the alleged successor trustee’s complaint for failure to state a claim upon which relief can be granted, which was denied in June 2022. In February 2024, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction. In September 2024, the court granted BMS’s motion and dismissed the lawsuit for lack of subject matter jurisdiction without prejudice to the refiling of a new lawsuit by a properly appointed trustee. The plaintiff has appealed, and BMS has cross-appealed from the denial of its first motion to dismiss.

In November 2024, the same entity claiming to be successor trustee filed a new lawsuit against BMS making similar allegations to the previously dismissed case and attempting to remedy its jurisdictional deficiency. The plaintiff’s new complaint also names the current CVR Agreement Trustee and seeks a judgment that plaintiff is Trustee. In January 2025, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. In February 2025, plaintiff filed an amended complaint. In March 2025, BMS filed a motion to dismiss the amended complaint for lack of subject matter jurisdiction and failure to state a claim.

Former Celgene stockholders have filed complaints 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 the securities laws relating to the joint proxy statement. Those cases were consolidated into a single case. In March 2023, the Court granted BMS’s motion to dismiss the complaint in its entirety. Certain of the claims were dismissed with prejudice. The remaining claims were dismissed with leave to file a further amended complaint, which plaintiffs filed in April 2023. In February 2024, the Court granted BMS’s motion to dismiss the amended complaint in its entirety and dismissed the remaining claims with prejudice. Plaintiffs appealed to the United States Court of Appeals for the Second Circuit, which affirmed the dismissal.

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 securities laws. In June 2024, the Court granted defendants’ motion to dismiss the complaint in its entirety without prejudice to file an amended complaint. The plaintiff filed an amended complaint which was dismissed with prejudice in February 2025. The plaintiff has appealed the dismissal.

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

OTHER LITIGATION

IRA Litigation

On June 16, 2023, BMS filed a lawsuit against HHS and the Centers for Medicare & Medicaid Services, et al., challenging the constitutionality of the drug-pricing program in the IRA. That program requires pharmaceutical companies, like BMS, under the threat of significant penalties, to sell certain of their medicines at government-dictated prices. In April 2024, the court denied BMS’s motion for summary judgment and granted the government’s cross-motion for summary judgment. BMS appealed to the United States Court of Appeals for the Third Circuit.

million as of June 30, 2025, 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).

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

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related 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. Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

EXECUTIVE SUMMARY

Our principal strategy is to combine the resources, scale and capability of a large pharmaceutical company with the speed, agility and focus on innovation typically found in the biotech industry. Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also create long-term value. Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence and strategically allocate capital for long-term growth and shareholder returns. We are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future. For further information on our strategy, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Strategy" in our 2024 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 2025, we have achieved multiple regulatory approvals across our portfolio, including the: (i) approval of Breyanzi for adults with relapsed or refractory FL in the EU, (ii) approval of Camzyos for the treatment of symptomatic obstructive HCM in Japan, (iii) approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or advanced HCC in both the U.S. and the EU, (iv) approval of Opdivo + Yervoy for first-line treatment of adults and pediatric patients 12 years and older with unresectable or metastatic MSI-H or dMMR colorectal cancer in the U.S., (v) approval of Opdivo as a perioperative regimen for resectable high risk NSCLC in the EU and (vi) approval of Opdivo Qvantig for use across multiple adult solid tumors in the EU. Additionally, we received label updates from the FDA that have reduced or removed certain patient monitoring requirements associated with the use of Camzyos, Breyanzi and Abecma.

We continue to pursue activities to advance and expand our pipeline through our internal research and development efforts as well as through business development activities. In June 2025, BMS entered into a strategic collaboration with BioNTech to co-develop and co-commercialize BioNTech's investigational bispecific antibody BNT327 across multiple solid tumor types. Additionally, in June 2025, BMS and Philochem entered into a global exclusive license agreement for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer. Further, in July 2025, we continued the expansion of our development and manufacturing capabilities by opening a new radiopharmaceutical facility in Indianapolis, Indiana, which will support RPTs acquired in connection with the RayzeBio acquisition. For additional information relating to our acquisitions, divestitures, licensing and other arrangements refer to "Item 1. Financial Statements — Note 3. Alliances" and "Item 1. Financial Statements — Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements". As part of our commitment to strategically prioritize key growth drivers, in July 2025, we announced a transaction with Bain Capital Life Sciences through which we licensed five early-stage immunology assets to a newly-formed company in which we acquired a 19.9% ownership interest.

We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. As previously announced, our ongoing strategic productivity initiative includes acceleration of the delivery of medicines to patients by evolving and streamlining our enterprise operating model in key areas such as R&D, manufacturing, commercial and other functions. As a result of an expansion in 2025, we expect to realize annual cost savings of approximately $2.0 billion by the end of 2027. The exit costs resulting from these actions are included in our updated 2023 Restructuring Plan.

Financial Highlights


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions, except per share data	2025		2024		2025		2024
Total Revenues	$	12,269	$	12,201	$	23,470	$	24,066

Diluted earnings/(loss) per share
GAAP	$	0.64	$	0.83	$	1.85	$	(5.05)
Non-GAAP	1.46		2.07		3.26		(2.33)

Revenues increased 1% for the second quarter of 2025 and decreased 2% year-to-date. Demand increased across the Growth Portfolio and for Eliquis, which was offset by the impact of generics across the remainder of the Legacy Portfolio. Additionally, total revenues were impacted by the redesign of the U.S. Medicare Part D program, primarily attributed to Eliquis.

The $0.19 decrease in GAAP EPS for the second quarter of 2025 was primarily due to a one-time Acquired IPRD charge from the BioNTech collaboration in 2025 and the release of income tax reserves in 2024, partially offset by the impact of certain specified items, including lower amortization of acquired intangible assets and lower intangible asset impairments. After adjusting for specified items, the $0.61 decrease in non-GAAP EPS was primarily due to the aforementioned Acquired IPRD charge, partially offset by cost savings from our ongoing strategic productivity initiative in 2025.

The $6.90 increase in GAAP EPS year-to-date was primarily due to one-time Acquired IPRD charges from the Karuna asset acquisition and SystImmune collaboration in 2024 and the impact of certain specified items, including lower amortization of acquired intangible assets, partially offset by the aforementioned Acquired IPRD charge for the BioNTech collaboration. After adjusting for specified items, the $5.59 increase in non-GAAP EPS was primarily due to the aforementioned Acquired IPRD charges and cost savings from our ongoing strategic productivity initiative in 2025.

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 further information and reconciliations relating to our non-GAAP financial measures refer to "—Non-GAAP Financial Measures."

Economic and Market Factors

Governmental Actions

As regulators continue to focus on prescription drugs, our products are facing increased pressures across the portfolio. These pressures stem from legislative and policy changes, including price controls, pharmaceutical market access, discounting, changes to tax and importation laws and other restrictions in the U.S., EU and other regions around the world. These pressures have resulted 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. The IRA directs (i) the federal government to “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Part B (beginning in 2028) drugs that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation and (iii) the formation of the Part D Manufacturer Program which replaced the Part D CGDP and established a $2,000 cap for out-of-pocket costs for Medicare beneficiaries as of January 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. In August 2024, as part of the first round of government price setting pursuant to the IRA, the HHS announced the "maximum fair price" for a 30-day equivalent supply of Eliquis, which applies to the U.S. Medicare channel effective January 1, 2026. In January 2025, the HHS selected Pomalyst as a medicine subject to "negotiation" for government-set prices beginning in 2027. It is possible that more of our products could be selected in future years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria. This could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections. We continue to evaluate the impact of the IRA 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.

In December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture. We cannot predict whether the Trump administration will finalize the draft framework.

In May 2025, President Trump issued an executive order entitled, "Delivering Most-Favored Nation Prescription Drug Pricing to American Patients," which, among various proposals, directs the HHS to facilitate direct-to-consumer purchasing programs for pharmaceutical manufacturers that sell their products to American patients at the most-favored-nation price and to communicate most-favored-nation price targets to manufacturers and propose a rulemaking plan to impose most-favored-nation pricing if “significant progress” is not made towards achieving such pricing. While there is significant uncertainty around the potential implementation of this executive order and related rule-making, it could result in reduced prices and reimbursement for certain of our U.S. products and may significantly impact our business and consolidated results of operations.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted which, among other things, aims to achieve efficiencies in U.S. federal government healthcare spending over the next decade, primarily within Medicaid. Additionally, this legislation makes permanent many provisions of the Tax Cuts and Jobs Act of 2017 and modifies certain rules, including within the international tax framework, thereby offering increased certainty for future business planning. The OBBBA also permits businesses to immediately deduct up to 100% of their qualifying domestic R&D expenses in the year they are incurred for tax years beginning after December 31, 2024, and allows businesses to accelerate deductions (over a one- or two-year period) of domestic R&D expenses that were deferred from 2022 to 2024. We are continuing to evaluate the impact of this legislation on our business, and it is possible that these changes may impact our cash flows and results of operations.

At the state level, multiple states have passed, are pursuing or are considering government action via legislation or regulations to change drug pricing and reimbursement (e.g., establishing prescription drug affordability boards, implementing manufacturer mandates tied to the Federal Public Health Service Act drug pricing program, etc.). Some of these state-level actions may also influence federal and other state policies and legislation. Given the current uncertainty surrounding the adoption, timing and implementation of many of these measures, as well as pending litigation challenging such laws, we are unable to predict their full impact on our business. However, such measures could modify or decrease access, coverage, or reimbursement of our products, or result in significant changes to our sales or pricing practices, which could have a material impact on our revenues and results of operations. With respect to the Federal Public Health Service Act drug pricing program, certain states have enacted laws regulating manufacturer pricing obligations under the program to date. Several additional states are considering similar potential legislation or other government actions, and we expect other states may do the same in the future.

The United States and other countries have recently imposed, and may continue to impose, new tariffs. While pharmaceuticals are largely exempt from the recently imposed U.S. tariffs, such exemptions may be terminated or may not apply to any future tariffs. Additionally, pharmaceuticals are not exempt from certain tariffs recently imposed outside of the United States. We continue to evaluate the impacts of tariffs on our business and results of operations, and it is possible that these changes, or any future changes, may result in a material impact on our business and results of operations.

See risk factors on these items included under “Part I—Item 1A. Risk Factors—Product, Industry and Operational Risks—Increased pricing pressure and other restrictions in the U.S. and abroad continue to negatively affect our revenues and profit margins”, “—We could lose market exclusivity of a product earlier than expected”, “—We could experience difficulties, delays and disruptions in our supply chain as well as in the manufacturing, distribution and sale of our products” and “—Changes to tax regulations could negatively impact our earnings” in our 2024 Form 10-K.

Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in 2025 as of July 31, 2025:


Product			Date			Approval


Opdivo + Yervoy	June 2025	Japan’s Ministry of Health Labour and Welfare approval of Opdivo + Yervoy for the treatment of unresectable HCC.

Inrebic	June 2025	Japan’s Ministry of Health Labour and Welfare approval of Inrebic for the treatment of myelofibrosis.

Opdivo Qvantig	May 2025	EC approval of Opdivo Qvantig for use across multiple adult solid tumors as monotherapy, monotherapy maintenance following completion of intravenous Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib.

Opdivo	May 2025	EC approval for perioperative regimen of neoadjuvant Opdivo and chemotherapy followed by adjuvant Opdivo for resectable, high-risk NSCLC with PD-L1 expression ≥1%.

Opdivo + Yervoy	April 2025	FDA approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or metastatic HCC.

Opdivo + Yervoy	April 2025	FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients with unresectable or metastatic microsatellite instability-high or mismatch repair deficient CRC.

Camzyos	March 2025	Japan’s Ministry of Health Labour and Welfare approval of Camzyos for the treatment of oHCM.

Breyanzi	March 2025	EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy.

Opdivo + Yervoy	March 2025	EC approval of Opdivo + Yervoy for the first-line treatment of adult patients with unresectable or advanced HCC.

Augtyro	February 2025	EC approval for Augtyro as a treatment for adult patients with ROS1-positive NSCLC and for adult and pediatric patients 12 years of age and older with NTRK-positive solid tumors.

Refer to "—Product and Pipeline Developments" for a listing of other developments in our marketed products and late-stage pipeline since the start of the second quarter of 2025.

Acquisitions, Divestitures, Licensing and Other Arrangements

Refer to "Item 1. Financial Statements—Note 3. Alliances" and "—Note 4. Acquisitions, Divestitures, Licensing and Other 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 June 30,								Six Months Ended June 30,
Dollars in millions	2025		2024		% Change		Foreign Exchange(c)		2025		2024		% Change		Foreign Exchange(b)
United States	$	8,519	$	8,801	(3)	%	—	%	$	16,392	$	17,277	(5)	%	—	%
International(a)	3,481		3,224		8	%	3	%	6,590		6,414		3	%	(1)	%

Other(b)	270		176		54	%	(1)	%	488		375		30	%	—	%
Total revenues	$	12,269	$	12,201	1	%	1	%	$	23,470	$	24,066	(2)	%	—	%

(a) Includes Puerto Rico.

(b) Includes royalties and alliance-related revenues for products not sold by our regional commercial organizations.

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

United States

•U.S. revenues decreased 3% during the second quarter of 2025 and 5% year-to-date, reflecting higher demand across the Growth Portfolio and for Eliquis, offset by the impact of generics on Revlimid, Sprycel, and Abraxane. Additionally, total revenues were impacted by the redesign of the U.S. Medicare Part D program, primarily attributed to Eliquis. Average U.S. net selling prices decreased 7% year-to-date compared to the corresponding period a year ago.

International

•International revenues increased 8% during the second quarter of 2025 and 3% year-to-date, primarily due to higher demand across the Growth Portfolio and for Eliquis, partially offset by generic erosion within the remainder of the Legacy Portfolio. Excluding the impacts of foreign exchange, international revenues increased 5% during the second quarter of 2025 and 4% year-to-date.

No single country outside the U.S. contributed more than 10% of total revenues during the six months ended June 30, 2025 and 2024. Our business is typically not seasonal; however, in the first quarter we typically see an unwinding of sales channel inventory build-up from the fourth quarter of the prior year.

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 June 30,								Six Months Ended June 30,
Dollars in millions	2025			2024			% Change		2025			2024			% Change
Gross product sales	$	22,181		$	20,780		7	%	$	42,054		$	40,075		5	%
GTN adjustments
Charge-backs and cash discounts	(3,407)			(2,843)			20	%	(6,365)			(5,399)			18	%
Medicaid and Medicare rebates	(4,516)			(3,864)			17	%	(8,356)			(6,948)			20	%
Other rebates, returns, discounts and adjustments	(2,348)			(2,148)			9	%	(4,538)			(4,244)			7	%
Total GTN adjustments	(10,272)			(8,855)			16	%	(19,260)			(16,591)			16	%
Net product sales	$	11,909		$	11,925		—	%	$	22,794		$	23,484		(3)	%

GTN adjustments percentage	46		%	42		%	4	%	46		%	41		%	5	%
U.S.	52		%	48		%	4	%	52		%	46		%	6	%
Non-U.S.	19		%	20		%	(1)	%	20		%	21		%	(1)	%

Reductions/(increases) to provisions for product sales made in prior periods resulting from changes in estimates were $42 million and $331 million for the three and six months ended June 30, 2025 and ($19 million) and $61 million for the three and six months ended June 30, 2024, respectively. The reductions to provisions recognized for the six months ended June 30, 2025 primarily relate to lower than expected Medicaid utilization.

GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. U.S. GTN adjustments percentage increased primarily due to higher government channel rebates and mix, including the impact of the redesign of the Medicare Part D program, which requires manufacturers to be responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.

Product Revenues


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in millions	2025		2024		% Change		2025		2024		% Change
Growth Portfolio
Opdivo	$	2,560	$	2,387	7	%	$	4,824	$	4,465	8	%
U.S.	1,506		1,406		7	%	2,838		2,561		11	%
Non-U.S.	1,053		981		7	%	1,986		1,904		4	%

Opdivo Qvantig	30		—		N/A		38		—		N/A
U.S.	28		—		N/A		37		—		N/A
Non-U.S.	1		—		N/A		1		—		N/A

Orencia	963		948		2	%	1,733		1,746		(1)	%
U.S.	711		742		(4)	%	1,266		1,314		(4)	%
Non-U.S.	252		206		23	%	467		432		8	%

Yervoy	728		630		16	%	1,351		1,213		11	%
U.S.	451		404		12	%	845		772		9	%
Non-U.S.	277		226		22	%	507		441		15	%

Reblozyl	568		425		34	%	1,046		779		34	%
U.S.	453		348		30	%	843		641		31	%
Non-U.S.	114		77		51	%	203		138		48	%

Opdualag	284		235		21	%	537		441		22	%
U.S.	252		223		13	%	480		421		14	%
Non-U.S.	32		12		161	%	56		20		187	%

Breyanzi	344		153		125	%	607		260		134	%
U.S.	255		122		110	%	459		209		120	%
Non-U.S.	88		31		183	%	148		51		190	%

Camzyos	260		139		87	%	419		223		88	%
U.S.	214		130		65	%	340		207		64	%
Non-U.S.	46		9		>200%		79		16		>200%

Zeposia	150		151		—	%	257		261		(1)	%
U.S.	105		111		(5)	%	166		183		(10)	%
Non-U.S.	46		40		15	%	92		78		18	%

Abecma	87		95		(8)	%	190		177		7	%
U.S.	47		54		(14)	%	106		106		(1)	%
Non-U.S.	40		41		(1)	%	84		71		20	%

Sotyktu	70		53		31	%	126		97		29	%
U.S.	43		41		5	%	75		75		—	%
Non-U.S.	27		12		116	%	51		22		125	%

Krazati	48		32		51	%	96		53		81	%
U.S.	47		29		58	%	91		50		82	%
Non-U.S.	2		3		(32)	%	5		3		62	%

Cobenfy	35		—		N/A		62		—		N/A
U.S.	35		—		N/A		62		—		N/A
Non-U.S.	—		—		N/A		—		—		N/A


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in millions	2025		2024		% Change		2025		2024		% Change
Growth Portfolio (cont.)
Other Growth Products(a)	470		348		35	%	874		673		30	%
U.S.	201		175		15	%	375		329		14	%
Non-U.S.	269		173		56	%	498		344		45	%

Total Growth Portfolio	$	6,596	$	5,596	18	%	$	12,159	$	10,388	17	%
U.S.	4,348		3,785		15	%	7,982		6,868		16	%
Non-U.S.	2,248		1,811		24	%	4,178		3,520		19	%

Legacy Portfolio
Eliquis	$	3,680	$	3,416	8	%	$	7,245	$	7,136	2	%
U.S.	2,654		2,544		4	%	5,299		5,365		(1)	%
Non-U.S.	1,027		872		18	%	1,946		1,771		10	%

Revlimid	838		1,353		(38)	%	1,774		3,022		(41)	%
U.S.	732		1,165		(37)	%	1,541		2,618		(41)	%
Non-U.S.	106		188		(44)	%	233		404		(42)	%

Pomalyst/Imnovid	708		959		(26)	%	1,366		1,824		(25)	%
U.S.	584		716		(18)	%	1,121		1,313		(15)	%
Non-U.S.	124		243		(49)	%	245		511		(52)	%

Sprycel	120		424		(72)	%	295		798		(63)	%
U.S.	68		341		(80)	%	194		623		(69)	%
Non-U.S.	52		83		(38)	%	101		175		(42)	%

Abraxane	105		231		(55)	%	210		448		(53)	%
U.S.	33		154		(79)	%	73		299		(76)	%
Non-U.S.	72		77		(7)	%	137		149		(8)	%

Other Legacy Products(b)	223		222		(1)	%	421		450		(6)	%
U.S.	100		96		5	%	182		191		(5)	%
Non-U.S.	123		126		(4)	%	239		259		(7)	%

Total Legacy Portfolio	$	5,673	$	6,605	(14)	%	$	11,311	$	13,678	(17)	%
U.S.	4,171		5,016		(17)	%	8,411		10,409		(19)	%
Non-U.S.	1,503		1,589		(6)	%	2,900		3,269		(11)	%

Total Revenues	$	12,269	$	12,201	1	%	$	23,470	$	24,066	(2)	%
U.S.	8,519		8,801		(3)	%	16,392		17,277		(5)	%
Non-U.S.(c)	3,750		3,400		10	%	7,078		6,789		4	%

(a) Includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.

(b) Includes other mature brands.

Growth Portfolio

Opdivo (nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells. It has been approved for several anti-cancer indications including bladder, blood, CRC, head and neck, RCC, HCC, 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, HCC and various gastric and esophageal cancers.

•U.S. revenues increased 7% during the second quarter of 2025 and 11% year-to-date primarily due to higher demand and higher average net selling prices.

•International revenues increased 7% during the second quarter of 2025 and 4% year-to-date primarily due to higher demand for additional indication launches. The year-to-date increase was partially offset by foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased 7% in both periods.

Opdivo Qvantig (nivolumab and hyaluronidase-nvhy) — is a subcutaneously administered PD-1 inhibitor indicated for most previously approved adult, solid tumor Opdivo indications as monotherapy, monotherapy maintenance following completion of Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib. Opdivo Qvantig was launched in the U.S. and Puerto Rico in January 2025. Additionally, in May 2025, the product was approved by the EC.

Orencia (abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA. It has indications for (i) reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA and (ii) for the treatment of aGVHD, in combination with a calcineurin inhibitor and methotrexate.

•U.S. revenues decreased 4% during the second quarter of 2025 and year-to-date, primarily due to lower average net selling prices, partially offset by higher demand.

•International revenues increased 23% during the second quarter of 2025 and 8% year-to-date primarily due to higher demand and foreign exchange impacts of 3% and (1)%, respectively. Excluding foreign exchange impacts, revenues increased 20% and 9%, respectively.

•BMS is not aware of any Orencia biosimilars on the market in the U.S., EU and Japan. Formulation and additional patents expire in 2026 and beyond.

Yervoy (ipilimumab) — a CTLA4 immune checkpoint inhibitor. Yervoy is a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma. The Opdivo+Yervoy regimen is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC, HCC and esophageal cancer.

•U.S. revenues increased 12% during the second quarter of 2025 and 9% year-to-date primarily due to higher demand.

•International revenues increased 22% during the second quarter of 2025 and 15% year-to-date primarily due to higher demand and foreign exchange impacts of 2% and (2)%, respectively. Excluding foreign exchange impacts, revenues increased 21% and 17%, respectively.

•In the U.S., the estimated minimum market exclusivity date was March 2025. BMS is not aware of any Yervoy biosimilars on the market.

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, (ii) adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require 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 RS status.

•U.S. revenues increased 30% during the second quarter of 2025 and 31% year-to-date primarily due to higher demand.

•International revenues increased 51% during the second quarter of 2025 and 48% year-to-date primarily due to higher demand. The second quarter increase also benefited from foreign exchange impacts of 5%. Excluding foreign exchange impacts, revenues increased 46% and 47%, respectively.

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.

•U.S. revenues increased 13% during the second quarter of 2025 and 14% year-to-date, primarily due to higher demand.

Breyanzi (lisocabtagene maraleucel) — a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory CLL or SLL, and relapsed or refractory MCL in patients who have received at least two prior lines of systemic therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 inhibitor.

•U.S. revenues increased 110% during the second quarter of 2025 and 120% year-to-date primarily due to higher demand for core indications and additional indication launches.

•International revenues increased by 183% during the second quarter of 2025 and 190% year-to-date, primarily due to higher demand driven by new indication launches and launches in new markets as well as foreign exchange impacts of 16% and 5%, respectively. Excluding foreign exchange impacts, revenues increased 167% and 185%, respectively.

Camzyos (mavacamten) — a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms.

•U.S. revenues increased 65% during the second quarter of 2025 and 64% year-to-date, primarily due to higher demand.

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.

•U.S. revenues decreased 5% during the second quarter of 2025 and 10% year-to-date, primarily due to lower average net selling prices. The year-to-date decrease was further driven by lower demand.

•International revenues increased 15% during the second quarter of 2025 and 18% year-to-date, primarily due to higher demand and foreign exchange impacts of 5% and 1%, respectively. Excluding foreign exchange impacts, revenues increased 10% and 17%, respectively.

Abecma (idecabtagene vicleucel) — is a BCMA genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory multiple myeloma after two or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-cyclic ADP ribose hydrolase monoclonal antibody.

•U.S. revenues decreased 14% during the second quarter of 2025 and 1% year-to-date, primarily due to lower demand from increased competition in BCMA targeted therapies, partially offset by higher average net selling prices.

•International revenues were relatively flat during the second quarter of 2025.

•International revenues increased 20% year-to-date, primarily due to higher demand driven by new launches in Europe.

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.

•U.S. revenues increased 5% during the second quarter of 2025, primarily driven by higher demand, partially offset by lower average net selling prices.

•U.S. revenues were flat year-to-date, primarily driven by higher demand, offset by lower average net selling prices.

Krazati (adagrasib) — a highly selective and potent oral small-molecule inhibitor of the KRASG12C mutation, indicated for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic NSCLC, as determined by an FDA-approved test, who have received at least one prior systemic therapy and, in combination with cetuximab, for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic CRC, as determined by an FDA-approved test, who have received prior treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy. Krazati was brought into the BMS portfolio as part of the Mirati acquisition completed in 2024.

•U.S. revenues increased 58% during the second quarter of 2025 and 82% year-to-date, primarily due to higher demand, partially offset by lower average net selling prices.

Cobenfy (xanomeline and trospium chloride) – a combination of xanomeline, a M1/M4 muscarinic agonist, and trospium chloride, a peripheral muscarinic antagonist, indicated for the treatment of schizophrenia in adults. Cobenfy was approved by the FDA in September 2024 and launched in October 2024.

Other growth products — includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.

Legacy Portfolio

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

•U.S. revenues increased 4% during the second quarter of 2025 and decreased 1% year-to-date, primarily due to higher demand, offset by lower average net selling prices. Lower average net selling prices were impacted by the redesign of the Medicare Part D program during the second quarter of 2025 and to a larger extent, on a year-to-date basis.

•International revenues increased 18% during the second quarter of 2025 and 10% year-to-date, primarily due to higher demand and foreign exchange impacts of 6% and 1%, respectively. Excluding foreign exchange impacts, revenues increased 12% and 9%, respectively.

•Following the May 2021 expiration of regulatory exclusivity for Eliquis in Europe, generic manufacturers have sought to challenge our Eliquis patents and related SPCs and have begun marketing generic versions of Eliquis in certain countries prior to the expiry of our patents and related SPCs, which has led to the filing of infringement and invalidity actions involving our Eliquis patents and related SPCs being filed in various countries in Europe. We believe in the innovative science behind Eliquis and the strength of our intellectual property, which we will defend against infringement. Refer to "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies—Intellectual Property" for further information.

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. Revlimid has received approvals for several indications in hematological malignancies including lymphoma and MDS.

•U.S. revenues decreased 37% during the second quarter of 2025 and 41% year-to-date, primarily due to lower demand driven by generic erosion and lower average net selling prices. Lower average net selling prices were impacted by the redesign of the Medicare Part D program during 2025.

•International revenues decreased 44% during the second quarter of 2025 and 42% year-to-date, primarily due to lower demand driven by generic erosion and foreign exchange impacts of 1% and (1)%, respectively. Excluding foreign exchange impacts, revenues decreased 44% and 41%, respectively.

•In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. These licenses will no longer be volume limited beginning on January 31, 2026. In the EU and Japan, generic lenalidomide products have entered the market.

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 decreased 18% during the second quarter of 2025 and 15% year-to-date, primarily due to lower average net selling prices. Lower average net selling prices were impacted by the redesign of the Medicare Part D program during 2025.

•International revenues decreased 49% during the second quarter of 2025 and 52% year-to-date, primarily due to generic erosion. The second quarter decrease was partially offset by foreign exchange impacts of 2%. Excluding foreign exchange impacts, revenues decreased 51% and 52%, respectively.

•Generic pomalidomide products entered the EU market in August 2024 and are expected to enter the U.S market in March 2026.

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

•U.S. revenues decreased 80% during the second quarter of 2025 and 69% year-to-date, primarily due to lower demand driven by generic erosion.

•International revenues decreased 38% during the second quarter of 2025 and 42% year-to-date, primarily due to lower demand driven by generic erosion and foreign exchange impacts of 1% and (1)%, respectively. Excluding foreign exchange impacts, revenues decreased 38% and 41%, respectively.

•In the U.S. (September 2024) and EU, generic dasatinib products have entered the market. In Japan, the composition of matter patent for the treatment of non-imatinib-resistant CML has expired.

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 79% during the second quarter of 2025 and 76% year-to-date, primarily due to lower demand driven by generic erosion.

Other legacy products — includes other mature brands.

Estimated End-User Demand

Pursuant to the SEC Consent Order described under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations— SEC Consent Order" in our 2024 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 disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of June 30, 2025, for our U.S. distribution channels, and as of March 31, 2025, 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 85% of total gross sales of U.S. products during the six months ended June 30, 2025. Factors that may influence our estimates include generic erosion, 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.

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. 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' specifications to provide for the products' safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.

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 during the six months ended June 30, 2025 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 certain limited exceptions, in our next quarterly report on Form 10-Q.

Expenses


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in millions	2025		2024		% Change		2025		2024		% Change
Cost of products sold(a)	$	3,372	$	3,267	3	%	$	6,404	$	6,199	3	%
Selling, general and administrative	1,713		1,928		(11)	%	3,297		4,295		(23)	%
Research and development	2,580		2,899		(11)	%	4,837		5,594		(14)	%
Acquired IPRD	1,508		132		>200%		1,695		13,081		(87)	%
Amortization of acquired intangible assets	830		2,416		(66)	%	1,660		4,773		(65)	%
Other (income)/expense, net	494		273		81	%	833		354		135	%
Total Expenses	$	10,496	$	10,915	(4)	%	$	18,726	$	34,296	(45)	%

(a) Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $105 million in the second quarter of 2025 and $205 million year-to-date, primarily due to product mix and higher profit sharing, partially offset by an impairment charge recorded in 2024 ($280 million).

Selling, General and Administrative

Selling, general and administrative expense decreased by $215 million in the second quarter of 2025 and $998 million year-to-date, primarily due to cost savings from the Company's ongoing strategic productivity initiative, including investment prioritization decisions. Additionally, year-to-date 2024 included cash settlements of unvested stock awards and other acquisition-related expenses of $372 million.

Research and Development

Research and development expense decreased by $319 million in the second quarter of 2025 and $757 million year-to-date, primarily due to lower impairment charges ($290 million) and cost savings from the Company's ongoing strategic productivity initiative. Additionally, year-to-date 2024 included cash settlements of unvested stock awards and other acquisition-related expenses of $348 million.

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 June 30,				Six Months Ended June 30,
Dollars in millions	2025		2024		2025		2024
BioNTech upfront fee (Note 3)	$	1,500	$	—	$	1,500	$	—
Karuna asset acquisition (Note 4)	—		—		—		12,122
SystImmune upfront fee (Note 3)	—		—		—		800
BioArctic upfront fee (Note 4)	—		—		100		—
Evotec designation and opt-in license fees	—		20		83		45
Prothena opt-in license fee	—		80		—		80
Other	8		32		13		34
Acquired IPRD	$	1,508	$	132	$	1,695	$	13,081

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $1.6 billion in the second quarter of 2025 and $3.1 billion year-to-date primarily due to the lower amortization expense related to Revlimid. The Revlimid acquired marketed product right was fully amortized in the fourth quarter of 2024.

Other (Income)/Expense, Net

Other (income)/expense, net changed by $221 million in the second quarter of 2025 and $479 million year-to-date as discussed below.


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions	2025		2024		2025		2024
Interest expense	$	485	$	521	$	979	$	946
Royalty income - divestitures	(286)		(265)		(558)		(536)
Royalty and licensing income	(162)		(191)		(421)		(352)
Provision for restructuring	223		260		356		480
Investment income	(139)		(87)		(277)		(270)
Integration expenses	32		74		74		145
Litigation and other settlements	1		69		259		71
Acquisition expenses	3		1		5		50
Equity investment (gain)/losses	22		(107)		100		(209)
Contingent consideration	336		—		336		—
Other	(21)		(2)		(19)		29
Other (income)/expense, net	$	494	$	273	$	833	$	354

•Interest expense decreased in the second quarter of 2025 and increased year-to-date, primarily due to the timing of additional borrowings and maturities of debt instruments. Refer to "Item 1. Financial Statements—Note 10. Financing Arrangements" for further information.

•Royalty income remained relatively flat in the second quarter of 2025. Year-to-date, royalty income increased primarily due to contingent milestones and higher royalties. BMS will receive royalty payments associated with its divested diabetes business through December 31, 2025. Refer to "Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information.

•Provision for restructuring includes exit and other costs primarily related to certain restructuring activities including the plans discussed further in "Item 1. Financial Statements—Note 6. Restructuring".

•Investment income increased in the second quarter of 2025 due to higher cash balances.

•Litigation and other settlements includes amounts related to pricing, sales and promotional practices disputes in 2025 and securities litigation matters as well as income from the Eisai collaboration termination in 2024. Refer to "Item 1. Financial Statements— Note 18. Legal Proceedings and Contingencies" and Item 1. Financial Statements— Note 3. Alliances" for further information.

•Acquisition expenses primarily includes investment banking and professional advisory fees.

•Equity investments generated losses in 2025 compared to gains in 2024. Year-to-date 2025 losses were driven by equity investments without a readily determinable fair value as well as limited partnerships and other equity method investments. Refer to "Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements" for more information.

•Contingent consideration reflects the change in fair value of the contingent value rights associated with the Mirati acquisition. Refer to "Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements" for more information.

Income Taxes


	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in millions	2025			2024			2025			2024
Earnings/(Loss) before income taxes	$	1,773		$	1,286		$	4,744		$	(10,230)
Income tax provision/(benefit)	460			(398)			969			(6)
Effective tax rate	25.9		%	(30.9)		%	20.4		%	0.1		%

Impact of specified items	(9.8)		%	45.0		%	(4.9)		%	(43.3)		%
Effective tax rate excluding specified items	16.1		%	14.1		%	15.5		%	(43.2)		%

Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The change in the effective tax rate of for the second quarter of 2025 was primarily driven by the release of income tax reserves related to the resolution of Celgene's 2017-2019 IRS audit in 2024 and jurisdictional earnings mix. Excluding the impact of specified items, the effective tax rate increased from 14.1% to 16.1% in the second quarter of 2025, primarily due to the release of income tax reserves related to the resolution of the aforementioned Celgene audit, partially offset by the income tax impact of the BioNTech collaboration in 2025.

The year-to-date 2025 effective tax rate was primarily impacted by jurisdictional earnings mix and the impact of certain discrete adjustments.

The year-to-date 2024 effective tax rate was primarily impacted by a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna and $644 million related to the resolution of Celgene's 2017-2019 IRS audits. The Karuna non-tax deductible charge affected the effective tax rate as well as the effective tax rate excluding specified items. In addition, the effective tax rate was impacted by jurisdictional earnings mix.

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) unwinding 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) divestiture gains or losses, (vii) stock compensation resulting from acquisition-related equity awards, (viii) pension, legal and other contractual settlement charges, (ix) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method investments), and (x) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. Certain other significant tax items are also excluded such as the impact resulting from the release of income tax reserves relating to the Celgene acquisition. 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 99.1 to our Form 8-K filed on July 31, 2025 and are incorporated herein by reference.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management's, analysts' and 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 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 June 30,				Six Months Ended June 30,
Dollars in millions	2025		2024		2025		2024

Inventory purchase price accounting adjustments	$	13	$	13	$	25	$	21
Intangible asset impairment	—		280		—		280
Site exit and other costs	3		3		5		17
Cost of products sold	16		296		30		318

Acquisition related charges(a)	19		—		19		372
Site exit and other costs	3		6		5		12
Selling, general and administrative	22		6		23		384

IPRD impairments	300		590		300		590
Acquisition related charges(a)	—		—		—		348
Site exit and other costs	18		14		39		15
Research and development	318		604		339		953

Amortization of acquired intangible assets	830		2,416		1,660		4,773

Interest expense(b)	(12)		(12)		(24)		(25)
Provision for restructuring	223		260		356		480
Integration expenses	32		74		74		145
Litigation and other settlements	—		61		246		61
Acquisition expenses	3		1		5		50
Equity investment (gain)/losses	21		(107)		98		(209)
Contingent consideration	336		—		336		—
Other	(2)		—		—		10
Other (income)/expense, net	602		277		1,091		512

Increase to pretax income	1,788		3,599		3,143		6,940

Income taxes on items above	(114)		(585)		(257)		(925)
Income tax reserve releases	—		(502)		—		(502)
Income taxes	(114)		(1,087)		(257)		(1,427)

Increase to net earnings	$	1,674	$	2,512	$	2,887	$	5,513

(a) Includes cash settlement of unvested stock awards, and other related costs incurred in connection with the recent acquisitions.

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in millions, except per share data	2025		2024		2025		2024
Net earnings/(loss) attributable to BMS
GAAP	$	1,310	$	1,680	$	3,766	$	(10,231)
Specified items	1,674		2,512		2,887		5,513
Non-GAAP	$	2,985	$	4,192	$	6,653	$	(4,718)

Weighted-average common shares outstanding – diluted	2,038		2,029		2,039		2,025

Diluted earnings/(loss) per share attributable to BMS
GAAP	$	0.64	$	0.83	$	1.85	$	(5.05)
Specified items	0.82		1.24		1.42		2.72
Non-GAAP	$	1.46	$	2.07	$	3.26	$	(2.33)

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:


Dollars in Millions	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	12,599	$	10,346
Marketable debt securities – current	1,004		513
Marketable debt securities – non-current	346		320
Total cash, cash equivalents and marketable debt securities	13,950		11,179
Short-term debt obligations	(4,715)		(2,046)
Long-term debt	(44,470)		(47,603)
Net debt position	$	(35,235)	$	(38,470)

We believe that our existing cash, cash equivalents and marketable debt securities, together with our ability to generate cash from operations and our access to short-term and long-term borrowings, are sufficient to satisfy our existing and anticipated cash needs, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, as well as any debt repurchases through redemptions or tender offers. During the six months ended June 30, 2025, our net debt position decreased by $3.2 billion primarily driven by cash provided by operations of $5.9 billion, partially offset by dividend payments of $2.5 billion.

During the six months ended June 30, 2025, the €575 million 1.000% Euro Notes matured and were repaid.

During the six months ended June 30, 2024, BMS issued an aggregate principal amount of $13.0 billion of senior unsecured notes ("2024 Senior Unsecured Notes"), with proceeds, net of discount and loan issuance costs, of $12.9 billion. The Company used the net proceeds from this offering to partially fund the acquisitions of RayzeBio and Karuna and used the remaining net proceeds for general corporate purposes. Additionally, $395 million 3.625% Notes matured and were repaid.

Under our commercial paper program, we may issue a maximum of $5.0 billion of unsecured notes that have maturities of not more than 365 days from the date of issuance. During the first quarter of 2024, we issued $3.0 billion of commercial paper, of which $2.7 billion was repaid during the second quarter of 2024.

As of June 30, 2025, we had a five-year $5.0 billion revolving credit facility expiring in January 2030, which is extendable annually by one year with the consent of the lenders. Additionally, in February 2024, we entered into a $2.0 billion 364-day revolving credit facility, which expired in January 2025. The facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. No borrowings were outstanding under any revolving credit facility as of June 30, 2025 and December 31, 2024.

Dividend payments were $2.5 billion during the six months ended June 30, 2025. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.

During the six months ended June 30, 2025 and 2024, income tax payments were $1.8 billion and $2.1 billion, including $991 million and $799 million, respectively, for the transition tax following the TCJA enactment.

Cash Flows

The following is a discussion of cash flow activities:


	Six Months Ended June 30,
Dollars in millions	2025		2024
Cash flow provided by/(used in):
Operating activities	$	5,871	$	5,160
Investing activities	(972)		(20,937)
Financing activities	(2,829)		10,621

Operating Activities

The $711 million increase in cash provided by operating activities compared to 2024 was primarily driven by lower acquisition-related expenses, including the cash settlement of unvested stock awards, and lower expenses due to the ongoing strategic productivity initiative, partially offset by litigation-related disbursements.

Investing Activities

The $20.0 billion change in cash used in investing activities compared to 2024 was due to higher acquisition-related payments of $21.1 billion in 2024, partially offset by lower net proceeds from marketable debt securities of $977 million.

Financing Activities

The $13.5 billion change in cash provided by financing activities compared to 2024 was primarily due to net debt borrowings of $13.2 billion in 2024 to fund our acquisitions.

Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late-stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage pipeline since the start of the second quarter of 2025 as of July 31, 2025:


Product			Indication			Date			Developments


Abecma & Breyanzi			Multiple Indications			June 2025			Announced FDA approval of label updates to reduce certain patient monitoring requirements and remove the REMS programs that had been in place since each product was initially approved.


Breyanzi			MZL			June 2025			Announced the first disclosure of the primary analysis results of the MZL cohort of the Phase II TRANSCEND FL trial evaluating Breyanzi in adult patients with relapsed or refractory disease. Breyanzi demonstrated a 95.5% ORR and a 62.1% complete response with 88.6% of patients maintaining a response at 24 months. Breyanzi exhibited a consistent safety profile, with low rates of severe cytokine release syndrome and neurologic events with no new safety signals observed.


Camzyos	nHCM	April 2025	Announced that the Phase III ODYSSEY-HCM trial evaluating Camzyos for the treatment of adult patients with symptomatic New York Heart Association class II-III nHCM did not meet its dual primary endpoints.
	oHCM	April 2025	Announced that the FDA updated the U.S. Prescribing Information for Camzyos, simplifying treatment for patients and physicians by reducing the required echo monitoring for eligible patients in the maintenance phase and expanding patient eligibility by reducing contraindications.


Cobenfy			Schizophrenia			April 2025			Announced that the Phase III ARISE trial evaluating Cobenfy as an adjunctive treatment to atypical antipsychotics in adults with schizophrenia did not meet the threshold for statistical significance for the primary endpoint.


Inrebic			Myelofibrosis			June 2025			Announced that Japan’s Ministry of Health Labour and Welfare granted approval of Inrebic for the treatment of myelofibrosis. This approval is based on results from the global Phase III Jakarta (EFC12153) study, the global Phase III Jakarta-2 (ARD12181) trial, and the Japan local Phase I/II trial (FEDR-MF-003).


Opdivo			NSCLC			May 2025			Announced EC approval of Opdivo, in combination with platinum-based chemotherapy as neoadjuvant treatment, followed by Opdivo as monotherapy as adjuvant treatment after surgical resection for the treatment of resectable NSCLC at high risk of recurrence in adult patients whose tumors have PD-L1 expression ≥1%. This approval is based on the results from the CheckMate -77T trial, in which the trial met its primary endpoint of event-free survival and showed clinically meaningful improvements in the secondary efficacy endpoints of pathologic complete response and major pathologic response.


Product			Indication			Date			Developments


Opdivo Qvantig			Multiple Indications			May 2025			Announced EC approval of Opdivo Qvantig injection for subcutaneous use, in most previously approved adult, solid tumor Opdivo indications as monotherapy, monotherapy maintenance following completion of Opdivo + Yervoy combination therapy, or in combination with chemotherapy or cabozantinib. This approval is based primarily on results from the Phase III CheckMate -67T trial which demonstrated noninferiority in the co-primary endpoints of Cavgd28 (time-averaged Opdivo serum concentration over 28 days) and Cminss (trough serum concentration at steady state) and consistent efficacy in the secondary endpoint of ORR for the subcutaneous formulation of Opdivo vs. its intravenous formulation.


Opdivo + Yervoy	CRC	April 2025	Announced FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients 12 years and older with unresectable or metastatic instability-high or mismatch repair deficient CRC. This approval is based on the Phase III CheckMate -8HW trial. This approval, granted more than two months ahead of the June 23, 2025 PDUFA goal date, follows the FDA's prior decision to grant the application Breakthrough Therapy Designation and Priority Review status.
	HCC	June 2025	Announced that Japan’s Ministry of Health Labour and Welfare granted approval of Opdivo + Yervoy for the treatment of unresectable HCC. This approval is based on the results from the global Phase III CheckMate -9DW trial.
		April 2025	Announced FDA approval of Opdivo + Yervoy as a first-line treatment for adult patients with unresectable or metastatic HCC. This approval is based on the results from the global Phase III CheckMate-9DW trial.


Reblozyl			Myelofibrosis-Associated Anemia			July 2025			Announced that the Phase III INDEPENDENCE trial evaluating Reblozyl with concomitant janus kinase inhibitor therapy in adult patients with myelofibrosis-associated anemia receiving red blood cell (RBC) transfusion did not meet its primary endpoint of RBC transfusion independence.


Sotyktu	PsA	July 2025	The FDA accepted for review the supplemental New Drug Application (sNDA) for Sotyktu for the treatment of adults with active psoriatic arthritis. The FDA assigned PDUFA goal date of March 6, 2026. In addition, China's Center for Drug Evaluation of National Medical Products Administration and Japan's Ministry of Health, Labour and Welfare accepted sNDAs for Sotyktu in the same indication. The EMA has also validation the Type II variation application to expand the indication for Sotyktu to include this disease. The regulatory applications are based on the pivotal POETYK PsA-1 and POETYK PsA-2 trials.
		June 2025	Announced positive data from the pivotal Phase III POETYK PsA-1 trial evaluating the efficacy and safety of Sotyktu in adults with active PsA. The trial met its primary endpoint, with a significantly greater proportion of Sotyktu-treated patients achieving ACR20 response (at least a 20 percent improvement in signs and symptoms of disease) after 16 weeks of treatment compared with placebo (54.2% versus 34.1%, respectively). Additionally, treatment with Sotyktu met important secondary endpoints across PsA disease activity at Week 16, demonstrating improvement across clinical measures, extra-articular manifestations and patient-reported outcomes. The overall safety profile of Sotyktu through 16 weeks of treatment was consistent with what has been reported throughout the clinical trial programs for Sotyktu, including the Phase III POETYK PsA-2 and the Phase III moderate-to-severe plaque psoriasis clinical trials.
		June 2025	The supplemental Japanese New Drug Application for Sotyktu was submitted to Japan's Pharmaceuticals and Medical Devices Agency for the treatment of adults with active PsA. This filing includes 16-week efficacy/safety data from the Phase III PsA-1 trial and 52-week efficacy/safety data from the Phase III PsA-2 trial.

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Form 10-K. There have been no material changes to our critical accounting policies during the six months ended June 30, 2025. For information regarding the impact of recently adopted accounting standards, refer to "Item 1. Financial Statements—Note 1. Basis of Presentation and Recently Issued Accounting Standards."

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions, alliances and other business development activities, the impact of any pandemic or epidemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug prices, government actions relating to the imposition of new tariffs, 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 2024 Form 10-K, particularly under the section "Item 1A. Risk Factors," and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our 2024 Form 10-K. There have been no material changes to our market risk during the six months ended June 30, 2025.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of June 30, 2025, such disclosure controls and procedures are effective.

There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company's 2024 Form 10-K.

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

The following table summarizes the surrenders of our equity securities during the three months ended June 30, 2025:


Period	Total Number of Shares Purchased(a)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in millions, except per share data
April 1 to 30, 2025	96,226	$	58.36	—	$	5,014
May 1 to 31, 2025	29,316	$	49.03	—	$	5,014
June 1 to 30, 2025	91,542	$	48.15	—	$	5,014
Three months ended June 30, 2025	217,084			—

(a)Includes shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.

(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. From time to time thereafter, the Board approved additional share repurchase authorizations totaling an amount of $25.0 billion, including the most recent authorization of $3.0 billion in December 2023. The remaining share repurchase capacity under the program was $5.0 billion as of June 30, 2025. Our 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.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

, , , a "Rule 10b5-1 trading arrangement" that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to shares of the Company's common stock, subject to certain conditions. The expiration date for the trading arrangement is , or such earlier date upon which all transactions are completed. No other director or officer of the Company or 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 period covered by this Quarterly Report on Form 10-Q.

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 (filed herewith).
31b.						Section 302 Certification Letter (filed herewith).
32a.						Section 906 Certification Letter (furnished herewith).
32b.						Section 906 Certification Letter (furnished herewith).
101.INS						Inline 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						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline 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. Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck & Co., Inc., Rahway, NJ, USA; Plavix is a trademark of Sanofi; and Tecentriq is a trademark of Genentech, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

SUMMARY OF ABBREVIATED TERMS

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


2024 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2024	MDS	myelodysplastic syndromes
2024 Senior Unsecured Notes	Aggregate principal amount of $13.0 billion of senior unsecured notes issued by BMS in February 2024	Merck	Merck & Co.
2seventy bio	2seventy bio, Inc.	Mirati	Mirati Therapeutics, Inc.
aGVHD	acute graft-versus-host disease	MPM	malignant pleural mesothelioma
ADC	antibody-drug conjugate	MSI-H	microsatellite instability-high
ADP	adenosine diphosphate	MTA	Methylthioadenosine
ANDA	Abbreviated New Drug Application	MZL	marginal zone lymphoma
AOCI	Accumulated other comprehensive loss	NDA	New Drug Application
AstraZeneca	AstraZeneca PLC	nHCM	Nonobstructive Hypertrophic Cardiomyopathy
BCMA	B-cell maturation antigen-directed	NHL	Non-Hodgkin's Lymphoma
BioArctic	BioArctic AB	NKT	natural killer T
BioNTech	BioNTech SE	NSCLC	non-small cell lung cancer
CAR-T	chimeric antigen receptor T-cell	NTRK	Neurotrophic Tropomyosin Receptor Kinase
Celgene	Celgene Corporation	Nimbus	Nimbus Therapeutics
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	NVAF	non-valvular atrial fibrillation
CGDP	Coverage Gap Discount Program	OECD	Organization for Economic Co-operation and Development
CHMP	Committee for Medicinal Products for Human Use	oHCM	Obstructive Hypertrophic Cardiomyopathy
CLL	Chronic Lymphocytic Leukemia	Ono	Ono Pharmaceutical Co., Ltd
CML	chronic myeloid leukemia	ORR	overall response rate
CRC	colorectal carcinoma	PD-1	programmed cell death protein 1
CTLA4	Cytotoxic T-lymphocyte Antigen-4	PD-L1	programmed death-ligand 1
CVR	Contingent value right	PDUFA	Prescription Drug User Fee Act
DLBCL	Diffuse Large B-cell Lymphoma	PE	pulmonary embolism
dMMR	mismatch repair deficient	Philochem	Philochem AG
DVT	deep vein thrombosis	PRMT5	protein arginine methyltransferase 5
EC	European Commission	PsA	psoriatic arthritis
Eisai	Eisai Co., Ltd.	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarter ended June 30, 2025
EMA	European Medicines Agency	R&D	research and development
EPS	earnings per share	RA	rheumatoid arthritis
ES-SCLC	extensive stage small cell lung cancer	RayzeBio	RayzeBio, Inc.
EU	European Union	RCC	renal cell carcinoma
Exchange Act	the Securities Exchange Act of 1934	RDFV	readily determinable fair values
FASB	Financial Accounting Standards Board	REMS	risk evaluation and mitigation strategy
FDA	U.S. Food and Drug Administration	Roche	F. Hoffman-La Roche & Co.
FL	follicular lymphoma	RPT	radiopharmaceutical therapeutics
GAAP	generally accepted accounting principles	RS	ring sideroblast
GTN	gross-to-net	Sanofi	Sanofi S.A.
HCC	hepatocellular carcinoma	SEC	U.S. Securities and Exchange Commission
HCM	hypertrophic cardiomyopathy	SLL	Small Lymphocytic Lymphoma
HHS	Health and Human Services	SPC	Supplementary Protection Certificate
IPRD	in-process research and development	SystImmune	SystImmune, Inc.
IRA	Inflation Reduction Act of 2022	TCJA	Tax Cuts and Jobs Act of 2017
IRS	Internal Revenue Service	TNBC	triple negative breast cancer
JIA	juvenile idiopathic arthritis	UC	ulcerative colitis
Karuna	Karuna Therapeutics, Inc.	UK	United Kingdom
KRAS	Kirsten rat sarcoma	U.S.	United States
LBCL	Large B-cell Lymphoma	VAT	value added tax
MCL	mantle cell lymphoma	VEGF-A	Vascular endothelial growth factor A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BRISTOL-MYERS SQUIBB COMPANY (REGISTRANT)

Date:	July 31, 2025	By:	/s/ Christopher Boerner, Ph.D.
			Christopher Boerner, Ph. D. Chair of the Board and Chief Executive Officer

Date:	July 31, 2025	By:	/s/ David V. Elkins
			David V. Elkins Chief Financial Officer

BRISTOL MYERS SQUIBB CO - Quarter Report: 2025 June (Form 10-Q)

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