Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars in millions, except per share data

(UNAUDITED)


	Three Months Ended March 31,
	2025		2024
Net product sales	$	10,886	$	11,559
Alliance and other revenues	315		306
Total Revenues	11,201		11,865

Cost of products sold(a)	3,033		2,932
Selling, general and administrative	1,584		2,367
Research and development	2,257		2,695
Acquired IPRD	188		12,949
Amortization of acquired intangible assets	830		2,357
Other (income)/expense, net	339		81
Total Expenses	8,230		23,381

Earnings/(Loss) before income taxes	2,971		(11,516)
Income tax provision	509		392
Net earnings/(loss)	2,462		(11,908)
Noncontrolling interest	6		3
Net earnings/(loss) attributable to BMS	$	2,456	$	(11,911)

Earnings/(Loss) per common share:
Basic	$	1.21	$	(5.89)
Diluted	1.20		(5.89)

(a) Excludes amortization of acquired intangible assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

Dollars in millions

(UNAUDITED)


	Three Months Ended March 31,
	2025		2024
Net earnings/(loss)	$	2,462	$	(11,908)
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	(215)		191
Pension and postretirement benefits	1		13
Marketable debt securities	1		(2)
Foreign currency translation	28		(56)
Total other comprehensive income/(loss)	(185)		146

Comprehensive income/(loss)	2,277		(11,762)
Comprehensive income attributable to noncontrolling interest	6		3
Comprehensive income/(loss) attributable to BMS	$	2,271	$	(11,765)

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

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in millions

(UNAUDITED)


ASSETS	March 31, 2025		December 31, 2024
Current assets:
Cash and cash equivalents	$	10,875	$	10,346
Marketable debt securities	907		513
Receivables	10,801		10,747
Inventories	2,666		2,557
Other current assets	5,534		5,617
Total Current assets	30,783		29,780
Property, plant and equipment	7,213		7,136
Goodwill	21,737		21,719
Other intangible assets	22,486		23,307
Deferred income taxes	3,997		4,236
Marketable debt securities	344		320
Other non-current assets	5,866		6,105
Total Assets	$	92,427	$	92,603

LIABILITIES
Current liabilities:
Short-term debt obligations	$	3,554	$	2,046
Accounts payable	4,002		3,602
Other current liabilities	16,514		18,126
Total Current liabilities	24,070		23,774
Deferred income taxes	276		369
Long-term debt	46,157		47,603
Other non-current liabilities	4,477		4,469
Total Liabilities	74,979		76,215

Commitments and Contingencies

EQUITY
BMS Shareholders’ equity:
Preferred stock	—		—
Common stock	292		292
Capital in excess of par value of stock	46,011		46,024
Accumulated other comprehensive loss	(1,424)		(1,238)
Retained earnings	16,106		14,912
Less cost of treasury stock	(43,597)		(43,655)
Total BMS Shareholders’ equity	17,389		16,335
Noncontrolling interest	59		53
Total Equity	17,448		16,388
Total Liabilities and Equity	$	92,427	$	92,603

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

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in millions

(UNAUDITED)


	Three Months Ended March 31,
	2025		2024
Cash Flows From Operating Activities:
Net earnings/(loss)	$	2,462	$	(11,908)
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net	1,012		2,532
Deferred income taxes	223		(711)
Stock-based compensation	144		133

Divestiture gains and royalties	(292)		(280)
Acquired IPRD	188		12,949
Equity investment (gains)/losses, net	78		(102)
Other adjustments	10		23
Changes in operating assets and liabilities:
Receivables	15		479
Inventories	(169)		(218)
Accounts payable	(85)		300
Rebates and discounts	(627)		(665)
Income taxes payable	54		910
Other	(1,059)		(608)
Net cash provided by operating activities	1,954		2,834
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities	220		747
Purchase of marketable debt securities	(636)		(274)
Proceeds from sales of equity investments	12		5
Capital expenditures	(260)		(284)
Divestiture and other proceeds	243		241
Acquisition and other payments, net of cash acquired	(78)		(20,053)
Net cash used in investing activities	(499)		(19,618)
Cash Flows From Financing Activities:
Proceeds from issuance of short-term debt obligations	—		2,987

Other short-term financing obligations, net	368		83
Proceeds from issuance of long-term debt	—		12,883


Dividends	(1,258)		(1,212)
Stock option proceeds and other, net	(103)		(97)
Net cash (used in)/provided by financing activities	(993)		14,644
Effect of exchange rates on cash, cash equivalents and restricted cash	66		(45)
Increase/(decrease) in cash, cash equivalents and restricted cash	528		(2,185)
Cash, cash equivalents and restricted cash at beginning of period	10,347		11,519
Cash, cash equivalents and restricted cash at end of period	$	10,875	$	9,334

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

Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS

Basis of Consolidation

Bristol-Myers Squibb Company ("BMS", "we", "our", "us" or "the Company") prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position of the Company as of March 31, 2025 and December 31, 2024 and the results of operations and cash flows for the three months ended March 31, 2025 and 2024. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024 included in the 2024 Form 10-K. Note that the financial statement line item "Marketing, Selling and Administrative" included in the 2024 Form 10-K was changed to "Selling, General and Administrative" in this Quarterly Report on Form 10-Q, and such nomenclature will be used by the Company going forward. No changes were made to the corresponding definition. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.

Business Segment Information

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

The following table represents the significant segment expenses regularly provided to the CEO:


	Three Months Ended March 31,
Dollars in millions	2025		2024
Research(a)	$	314	$	384
Drug Development(b)	1,081		1,083
Other(c)	861		1,228
Research and development	$	2,257	$	2,695

(a) Includes costs to support the discovery and development of new molecular entities through pre-clinical studies.

(b) Includes costs to support clinical development of potential new products, including expansion of indications for existing products through Phase I, Phase II and Phase III clinical studies.

(c) Includes costs to support manufacturing development of pre-approved products, medical support of marketed products, acquisition-related charges and proportionate allocations of enterprise-wide costs including facilities, information technology, and other appropriate costs.

Use of Estimates and Judgments

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

Recently Issued Accounting Standards Not Yet Adopted

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued guidance on income statement disclosures. The guidance aims to provide enhanced disclosures of income statement expenses to improve transparency and provide financial statement users with more detailed information about the nature, amount and timing of expenses impacting financial performance. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

Income Taxes

In December 2023, the FASB issued amended guidance on income tax disclosures. The guidance is intended to provide additional disaggregation to the effective income tax rate reconciliation and income tax payment disclosures. The amended guidance is effective for annual periods beginning after December 15, 2024.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:


	Three Months Ended March 31,
Dollars in millions	2025		2024
Net product sales	$	10,886	$	11,559
Alliance revenues	88		134
Other revenues	227		172
Total Revenues	$	11,201	$	11,865

The following table summarizes GTN adjustments:


	Three Months Ended March 31,
Dollars in millions	2025		2024
Gross product sales	$	19,874	$	19,295
GTN adjustments(a)
Charge-backs and cash discounts	(2,958)		(2,556)
Medicaid and Medicare rebates	(3,840)		(3,084)
Other rebates, returns, discounts and adjustments	(2,190)		(2,096)
Total GTN adjustments(b)	(8,988)		(7,736)
Net product sales	$	10,886	$	11,559

(a) Includes reductions to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $289 million and $80 million for the three months ended March 31, 2025 and 2024, respectively.

(b) Includes U.S. GTN adjustments of $8.2 billion and $6.9 billion for the three months ended March 31, 2025 and 2024, respectively.

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


	Three Months Ended March 31,
Dollars in millions	2025		2024
Growth Portfolio
Opdivo	$	2,265	$	2,078
Opdivo Qvantig	9		—
Orencia	770		798
Yervoy	624		583
Reblozyl	478		354
Opdualag	252		206
Breyanzi	263		107
Camzyos	159		84
Zeposia	107		110
Abecma	103		82
Sotyktu	55		44
Krazati	48		21
Cobenfy	27		—
Other Growth products(a)	403		325
Total Growth Portfolio	5,563		4,792
Legacy Portfolio
Eliquis	3,565		3,720
Revlimid	936		1,669
Pomalyst/Imnovid	658		865
Sprycel	175		374
Abraxane	105		217
Other Legacy products(b)	199		228
Total Legacy Portfolio	5,638		7,073
Total Revenues	$	11,201	$	11,865

United States	$	7,873	$	8,476
International(c)	3,110		3,190
Other(d)	218		199
Total Revenues	$	11,201	$	11,865

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

(b) Includes other mature brands.

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

Revenue recognized from performance obligations satisfied in prior periods was $444 million and $182 million for the three months ended March 31, 2025 and 2024, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.

Note 3. ALLIANCES

BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS refers to these collaborations as alliances, and its partners as alliance partners.

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


	Three Months Ended March 31,
Dollars in millions	2025		2024
Revenues from alliances:
Net product sales	$	3,635	$	3,762
Alliance revenues	88		134
Total alliance revenues	$	3,723	$	3,896

Payments to/(from) alliance partners:
Cost of products sold	$	1,788	$	1,825
Selling, general and administrative	(65)		(79)
Research and development	77		54
Acquired IPRD	—		800
Other (income)/expense, net	(12)		(12)


Dollars in millions	March 31, 2025		December 31, 2024
Selected alliance balance sheet information:
Receivables – from alliance partners	$	170	$	221
Accounts payable – to alliance partners	1,762		1,578
Deferred income – from alliances(a)	217		222

(a) Includes unamortized upfront and milestone payments.

The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the 2024 Form 10-K. Significant developments and updates related to alliances during the three months ended March 31, 2025 and 2024 are set forth below.

SystImmune

BMS and SystImmune are parties to a global strategic collaboration for the co-development and co-commercialization of izalontamab brengitecan (iza-bren or BL-B01D1), a bispecific topoisomerase inhibitor-based antibody drug conjugate, which is currently being evaluated in a Phase I clinical trial for metastatic or unresectable NSCLC and is also in development for breast cancer and other tumor types. BMS paid an upfront fee of $800 million, which was included in Acquired IPRD during the three months ended March 31, 2024. BMS is also obligated to pay up to $7.6 billion upon the achievement of contingent development, regulatory and sales-based milestones.

The parties will jointly develop and commercialize iza-bren in the U.S. and share in the profits and losses. SystImmune will be responsible for the development, commercialization, and manufacturing in Mainland China and will be responsible for manufacturing certain drug supplies for outside of Mainland China, where BMS will receive a royalty on net sales. BMS will be responsible for the development and commercialization in the rest of the world, where SystImmune will receive a royalty on net sales.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Asset Acquisition

Karuna

On March 18, 2024, BMS acquired Karuna, a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions. The acquisition provided BMS with rights to Cobenfy (xanomeline and trospium chloride), formerly KarXT. Cobenfy is an antipsychotic with a novel mechanism of action and differentiated efficacy and safety, which was approved by the FDA on September 26, 2024 for the treatment of schizophrenia in adults. Cobenfy is being studied across multiple neuropsychiatric conditions.

BMS acquired all of the issued and outstanding shares of Karuna's common stock for $330.00 per share in an all-cash transaction for total consideration of $14.0 billion, or $12.9 billion net of cash acquired. The acquisition was funded primarily with debt proceeds (see "—Note 10. Financing Arrangements" for further detail). The transaction was accounted for as an asset acquisition since Cobenfy represented substantially all of the fair value of the gross assets acquired. As a result, $12.1 billion was expensed to Acquired IPRD during the three months ended March 31, 2024. Total consideration also included $1.1 billion of vested equity awards and $289 million of unvested equity awards that were paid during the second quarter of 2024.

The following summarizes the total consideration transferred and allocated:


Dollars in millions
Cash consideration for outstanding shares	$	12,606
Cash consideration for equity awards	1,421
Consideration paid	14,027
Less: Charge for unvested stock awards(a)	(289)
Transaction costs	55
Total consideration allocated	$	13,793

(a) Includes cash-settled unvested equity awards of $130 million expensed in Selling, general and administrative and $159 million expensed in Research and development during the three months ended March 31, 2024.

Business Combinations

RayzeBio

On February 26, 2024, BMS acquired RayzeBio, a clinical-stage RPT company with actinium-based RPTs for solid tumors. The acquisition provided BMS with rights to RayzeBio’s actinium-based radiopharmaceutical platform and lead asset, RYZ101, which is in Phase III development for treatment of gastroenteropancreatic neuroendocrine tumors.

BMS acquired all of the issued and outstanding shares of RayzeBio's common stock for $62.50 per share in an all-cash transaction for total consideration of $4.1 billion, or $3.6 billion net of cash acquired. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).

Total consideration for the acquisition consisted of the following:


Dollars in millions
Cash consideration for outstanding shares	$	3,851
Cash consideration for equity awards	296
Consideration paid	4,147
Less: Unvested stock awards(a)	(274)
Total consideration allocated	$	3,873

(a) Includes cash settlement for unvested equity awards of $159 million expensed in Selling, general and administrative and $115 million expensed in Research and development during the three months ended March 31, 2024.

The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The majority of the purchase price was allocated to indefinite-lived IPRD and R&D technology.

Mirati

On January 23, 2024, BMS acquired Mirati, a commercial stage targeted oncology company, obtaining the rights to commercialize lung cancer medicine Krazati, and to further develop several clinical assets, including a PRMT5 Inhibitor. Krazati, a KRASG12Cinhibitor, is FDA and EMA approved for second-line NSCLC and in clinical development with a PD-1 inhibitor for first-line NSCLC. It is also FDA approved for advanced or metastatic KRASG12C mutated colorectal cancer with cetuximab. In addition, the PRMT5 Inhibitor is a potential first-in-class MTA-cooperative PRMT5 inhibitor, which is advancing to the next stage of development.

BMS acquired all of the issued and outstanding shares of Mirati's common stock for $58.00 per share in an all-cash transaction for total consideration of $4.8 billion, or $4.1 billion net of cash acquired. Mirati stockholders also received one non-tradeable CVR for each share of Mirati common stock held, potentially worth $12.00 per share in cash for a total value of approximately $1.0 billion. The payout of the CVR is subject to the FDA acceptance of an NDA for PRMT5 Inhibitor for the treatment of specific indications within seven years of the closing of the transaction. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).

Total consideration for the acquisition consisted of the following:


Dollars in millions
Cash consideration for outstanding shares	$	4,596
Cash consideration for equity awards	205
Consideration paid	4,801
Plus: Fair value of CVRs	248
Less: unvested stock awards(a)	(114)
Total consideration allocated	$	4,935

(a) Includes cash settlement of unvested equity awards of $60 million expensed in Selling, general and administrative and $54 million expensed in Research and development during three months ended March 31, 2024.

The results of operations and cash flows for Karuna, RayzeBio and Mirati were included in the consolidated financial statements commencing on their respective acquisition dates and were not material. Historical financial results of the acquired entities were not significant.

Divestitures

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


	Three Months Ended March 31,
	Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in millions	2025		2024		2025		2024		2025		2024
Diabetes business - royalties	$	276	$	231	$	—	$	—	$	(272)	$	(271)
Mature products and other	10		—		(9)		—		—		—
Total	$	286	$	231	$	(9)	$	—	$	(272)	$	(271)

Diabetes Business

As part of the BMS diabetes termination agreement with AstraZeneca, BMS receives royalty payments of 14% in 2025 and 15% in 2024 based on net sales. Payments will be received on sales through December 31, 2025.

Licensing and Other Arrangements

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


	Three Months Ended March 31,
Dollars in millions	2025		2024
Keytruda* royalties	$	(151)	$	(133)
Tecentriq* royalties	(12)		(12)

Contingent milestone income	(40)		—
Amortization of deferred income	(12)		(12)
Other royalties and licensing income	(43)		(4)
Royalty and licensing income	$	(259)	$	(161)

Keytruda Patent License Agreement*

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

Tecentriq Patent License Agreement*

BMS and Ono are parties to a global patent license agreement with Roche related to Tecentriq*, Roche’s anti-PD-L1 antibody. Under the agreement, Roche is obligated to pay single-digit royalties on worldwide net sales of Tecentriq* through December 31, 2026. The royalties are shared between BMS and Ono consistent with existing agreements.

In-license and other arrangements

2seventy bio

On March 10, 2025, BMS entered into a definitive merger agreement to acquire 2seventy bio, which will provide BMS with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma. Upon closing, BMS will acquire all of the issued and outstanding shares of 2seventy bio’s common stock for $5.00 per share in an all-cash transaction for total consideration of approximately $286 million, or $100 million net of estimated cash acquired. The transaction is expected to close in the second quarter of 2025 subject to customary closing conditions.

BioArctic

In February 2025, BMS obtained a global exclusive license from BioArctic for its PyroGlutamate-amyloid-beta antibody program, including BAN1503 and BAN2803, of which the latter includes BioArctic’s BrainTransporterTM technology and is being studied for the treatment of Alzheimer's Disease. BMS is responsible for development and commercialization worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. BioArctic has the option to co-commercialize in Denmark, Finland, Iceland, Norway, and Sweden. The transaction included an upfront payment of $100 million, which was included in Acquired IPRD for the three months ended March 31, 2025. BioArctic is eligible to receive contingent development, regulatory and sales-based milestones of up to $1.3 billion, as well as royalties on global net sales.

Note 5. OTHER (INCOME)/EXPENSE, NET


	Three Months Ended March 31,
Dollars in millions	2025		2024
Interest expense	$	494	$	425
Royalty income - divestitures (Note 4)	(272)		(271)
Royalty and licensing income (Note 4)	(259)		(161)
Provision for restructuring (Note 6)	133		220
Investment income	(138)		(183)
Integration expenses (Note 6)	41		71
Litigation and other settlements	257		2
Acquisition expense	2		49

Equity investment (gain)/losses, net (Note 9)	78		(102)


Other	3		31
Other (income)/expense, net	$	339	$	81

Note 6. RESTRUCTURING

2023 Restructuring Plan

In 2023, BMS commenced a restructuring plan to accelerate the delivery of medicines to patients by evolving and streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and is appropriately aligned with the Company’s strategy to invest in key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery, (ii) enhancing our commercial operating model, and (iii) establishing a more responsive manufacturing network. In 2025, BMS expanded the scope of activities supporting these key priorities. As a result, total charges for the 2023 Restructuring Plan are expected to be approximately $2.5 billion through 2027, with $1.2 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.

Celgene and Other Acquisition Plans

Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from the acquisitions of Celgene (2019), Mirati (2024), RayzeBio (2024) and Karuna (2024). For these plans, the remaining charges of approximately $200 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.

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


	Three Months Ended March 31,
Dollars in millions	2025		2024
2023 Restructuring Plan	$	143	$	68
Celgene and Other Acquisition Plans	47		244
Total charges	$	190	$	312

Employee termination costs	$	132	$	217
Other termination costs	1		3
Provision for restructuring	133		220
Integration expenses	41		71
Accelerated depreciation	15		14
Asset impairments	8		2
Other shutdown costs, net	(7)		5
Total charges	$	190	$	312

Cost of products sold	$	2	$	14
Selling, general and administrative	1		6
Research and development	21		1
Other (income)/expense, net	166		291
Total charges	$	190	$	312

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


	Three Months Ended March 31,
Dollars in millions	2025		2024
Beginning balance	$	297	$	188
Provision for restructuring	133		220
Payments	(145)		(97)
Foreign currency translation and other	3		(2)
Ending balance	$	288	$	309

Note 7. INCOME TAXES


	Three Months Ended March 31,
Dollars in millions	2025			2024
Earnings/(Loss) before income taxes	$	2,971		$	(11,516)
Income tax provision	509			392
Effective tax rate	17.1		%	(3.4)		%

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 effective tax rate for the three months ended March 31, 2025 was primarily impacted by jurisdictional earnings mix and certain discrete adjustments. The effective tax rate for the three months ended March 31, 2024 includes the impact of a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna.

Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the tax legislation code.

During the three months ended March 31, 2025 and 2024, income tax payments were $235 million and $187 million.

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 March 31, 2025 could decrease in the range of approximately $300 million to $340 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. EARNINGS/(LOSS) PER SHARE


	Three Months Ended March 31,
Amounts in millions, except per share data	2025		2024
Net earnings/(loss) attributable to BMS	$	2,456	$	(11,911)

Weighted-average common shares outstanding – basic	2,031		2,023
Incremental shares attributable to share-based compensation plans	9		—
Weighted-average common shares outstanding – diluted	2,040		2,023

Earnings/(Loss) per common share
Basic	$	1.21	$	(5.89)
Diluted	1.20		(5.89)

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 not material for the three months ended March 31, 2025 and was 46 million for the three months ended March 31, 2024.

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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


	March 31, 2025						December 31, 2024
Dollars in millions	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash and cash equivalents
Money market and other securities	$	—	$	6,800	$	—	$	—	$	6,559	$	—
Marketable debt securities
Certificates of deposit	—		709		—		—		308		—

Corporate debt securities	—		542		—		—		486		—
U.S. Treasury securities	—		—		—		—		39		—
Derivative assets	—		305		—				750		—
Equity investments	242		31		—		247		42		—
Derivative liabilities	—		113		—		—		247		—
Contingent consideration liability
Contingent value rights(a)	2		—		256		2		—		256

(a) Includes the fair value of contingent value rights associated with the Mirati acquisition as further described in "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements." The fair value of the contingent value rights was estimated using a probability-weighted expected return method.

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 March 31, 2025 and December 31, 2024.

Marketable Debt Securities

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

Equity Investments

The following summarizes the carrying amount of equity investments:


Dollars in millions	March 31, 2025		December 31, 2024
Equity investments with RDFV	$	273	$	289
Equity investments without RDFV	809		863
Limited partnerships and other equity method investments	604		598
Total equity investments	$	1,686	$	1,750

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


	Three Months Ended March 31,
Dollars in millions	2025		2024
Equity investments with RDFV
Net (gain)/loss recognized	$	5	$	(86)
Less: net (gain)/loss recognized on investments sold	4		2
Net unrealized (gain)/loss recognized on investments still held	1		(88)

Equity investments without RDFV
Upward adjustments	—		(10)
Net realized (gain)/loss recognized on investments sold	19		—
Impairments and downward adjustments	45		25


Limited partnerships and other equity method investments
Equity in net (income)/loss of affiliates	9		(31)

Total equity investment (gains)/losses	$	78	$	(102)

Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without RDFV still held as of March 31, 2025 were $218 million and $140 million, respectively.

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges

BMS enters into foreign currency forward and purchased local currency put option contracts (foreign exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign exchange contracts, which are designated as cash flow hedges, are temporarily recorded in AOCL and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). As of March 31, 2025, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax gains of $45 million into Cost of products sold for our foreign exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $4.8 billion for the euro contracts and $1.1 billion for Japanese yen contracts as of March 31, 2025.

BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $1.2 billion as of March 31, 2025.

In January 2024, BMS entered into forward interest rate contracts of a total notional value of $5.0 billion to hedge future interest rate risk associated with the unsecured senior notes issued in February 2024. The forward interest rate contracts were designated as cash flow hedges and terminated upon the issuance of the unsecured senior notes. The $131 million gain on the transaction was included in Other Comprehensive Income/(Loss) and is amortized as a reduction to interest expense over the term of the related debt. Amounts expected to be recognized during the subsequent 12 months on forward interest rate contracts are not material.

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

Net Investment Hedges

Cross-currency swap contracts of $707 million as of March 31, 2025 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability in the consolidated balance sheets. The notional amount of outstanding cross-currency swap contracts was primarily attributed to the Japanese yen of $362 million and euro of $345 million as of March 31, 2025. Foreign currency forward contracts are also designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. As of March 31, 2025, the notional amount for these contracts was zero.

During the three months ended March 31, 2025, the amortization of gains related to the portion of our net investment hedges that was excluded from the assessment of effectiveness was not material.

Fair Value Hedges

Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability in the consolidated balance sheets. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

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

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


	March 31, 2025								December 31, 2024
	Asset(a)				Liability(b)				Asset(a)				Liability(b)
Dollars in millions	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Designated as cash flow hedges
Foreign currency exchange contracts	$	5,774	$	222	$	1,428	$	(37)	$	6,428	$	424	$	43	$	—
Cross-currency swap contracts	584		25		626		(4)		584		26		626		(30)
Designated as net investment hedges
Foreign currency exchange contracts	—		—		—		—		185		17		—		—
Cross-currency swap contracts	308		17		399		(20)		361		23		346		(7)
Designated as fair value hedges
Interest rate swap contracts	3,600		31		955		(8)		1,500		10		1,955		(20)
Not designated as hedges
Foreign currency exchange contracts	1,629		10		2,461		(23)		5,749		250		5,243		(173)
Total return swap contracts(c)	$	—	$	—	$	434	$	(21)	$	—	$	—	$	443	$	(17)

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

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

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


	Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
Dollars in millions	Cost of products sold		Other (income)/expense, net		Cost of products sold		Other (income)/expense, net
Foreign exchange contracts	$	(26)	$	16	$	(45)	$	(13)
Cross-currency swap contracts	—		(50)		—		29
Interest rate swap contracts	—		(1)		—		3
Forward interest rate contracts	—		(1)		—		(1)

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


	Three Months Ended March 31,
Dollars in millions	2025		2024
Derivatives designated as cash flow hedges
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	$	(216)	$	139
Reclassified to Cost of products sold	(26)		(45)
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	24		(16)
Reclassified to Other (income)/expense, net	(48)		31
Forward interest rate contract gain/(loss):
Recognized in Other comprehensive income/(loss)	—		131
Reclassified to Other (income)/expense, net	(1)		(1)
Derivatives designated as net investment hedges
Cross-currency swap contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	(18)		27
Foreign exchange contracts gain/(loss):
Recognized in Other comprehensive income/(loss)	(63)		23

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:


Dollars in millions	March 31, 2025		December 31, 2024

Non-U.S. short-term financing obligations	$	205	$	218
Current portion of Long-term debt	3,349		1,828

Short-term debt obligations	$	3,554	$	2,046

Under its commercial paper program, BMS may issue a maximum of $5.0 billion of unsecured notes with maturities of not more than 365 days from the date of issuance. The maximum amount of commercial paper that may be issued under BMS's commercial paper program was reduced in January 2025 from $7.0 billion as of December 31, 2024 to $5.0 billion.

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


Dollars in millions	March 31, 2025		December 31, 2024
Principal value	$	48,986	$	48,937
Adjustments to principal value:
Fair value of interest rate swap contracts	23		(10)
Unamortized basis adjustment from swap terminations	68		71
Unamortized bond discounts and issuance costs	(382)		(390)
Unamortized purchase price adjustments of Celgene debt	811		823
Total	$	49,506	$	49,431

Current portion of Long-term debt	$	3,349	$	1,828
Long-term debt	46,157		47,603
Total	$	49,506	$	49,431

The fair value of Long-term debt, including the current portion, was $46.0 billion as of March 31, 2025 and $45.3 billion as of December 31, 2024 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.

During the three months ended March 31, 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 (see "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information) and used the remaining net proceeds for general corporate purposes.

Interest payments were $624 million and $308 million for the three months ended March 31, 2025 and 2024, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of March 31, 2025, BMS had a five-year $5.0 billion revolving credit facility expiring in January 2030, extendable annually by one year with the consent of the lenders. 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 are used to provide backup liquidity for our commercial paper borrowings. No borrowings were outstanding under the revolving credit facilities as of March 31, 2025 and December 31, 2024.

Note 11. RECEIVABLES


Dollars in millions	March 31, 2025		December 31, 2024
Trade receivables	$	9,932	$	9,957
Less charge-backs and cash discounts	(824)		(900)
Less allowance for expected credit loss	(45)		(45)
Net trade receivables	9,063		9,012
Alliance, royalties, VAT and other	1,738		1,735
Receivables	$	10,801	$	10,747

Non-U.S. receivables sold on a nonrecourse basis were $75 million and $229 million for the three months ended March 31, 2025 and 2024, respectively. Receivables from the three largest customers in the U.S. represented 72% and 74% of total trade receivables as of March 31, 2025 and December 31, 2024, respectively.

Note 12. INVENTORIES


Dollars in millions	March 31, 2025		December 31, 2024
Finished goods	$	1,257	$	1,257
Work in process	2,768		2,549
Raw and packaging materials	320		320
Total inventories	$	4,345	$	4,126

Inventories	$	2,666	$	2,557
Other non-current assets	1,679		1,569

Note 13. PROPERTY, PLANT AND EQUIPMENT


Dollars in millions	March 31, 2025		December 31, 2024
Land	$	161	$	161
Buildings	6,640		6,581
Machinery, equipment and fixtures	3,867		3,818
Construction in progress	1,656		1,525
Gross property, plant and equipment	12,324		12,085
Less accumulated depreciation	(5,111)		(4,949)
Property, plant and equipment	$	7,213	$	7,136

Depreciation expense was $165 million and $155 million for the three months ended March 31, 2025 and 2024, respectively.

Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

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


Dollars in millions
Balance at December 31, 2024	$	21,719
Currency translation and other adjustments	18
Balance at March 31, 2025	$	21,737

Other Intangible Assets

Other intangible assets consisted of the following:


	Estimated Useful Lives		March 31, 2025									December 31, 2024
Dollars in millions		Gross carrying amounts			Accumulated amortization			Other intangible assets, net			Gross carrying amounts			Accumulated amortization			Other intangible assets, net
R&D technology	6 years		$	1,980		$	(358)		$	1,622		$	1,980		$	(275)		$	1,705
Acquired marketed product rights	3 – 17 years		61,896			(49,406)			12,490			61,876			(48,659)			13,217
Capitalized software	3 – 10 years		1,522			(1,133)			389			1,499			(1,099)			400
IPRD			7,985			—			7,985			7,985			—			7,985
Total			$	73,383		$	(50,897)		$	22,486		$	73,340		$	(50,033)		$	23,307

Amortization expense of Other intangible assets was $863 million and $2.4 billion during the three months ended March 31, 2025 and 2024, respectively.

Note 15. SUPPLEMENTAL FINANCIAL INFORMATION


Dollars in millions	March 31, 2025		December 31, 2024
Income taxes	$	3,462	$	3,292
Research and development	844		754
Contract assets	323		385


Other	905		1,186
Other current assets	$	5,534	$	5,617


Dollars in millions	March 31, 2025		December 31, 2024
Equity investments (Note 9)	$	1,686	$	1,736
Operating leases	1,215		1,224
Inventories (Note 12)	1,679		1,569
Pension and postretirement	248		234
Research and development	316		336

Receivables and convertible notes	220		452
Other	502		554
Other non-current assets	$	5,866	$	6,105


Dollars in millions	March 31, 2025		December 31, 2024
Rebates and discounts	$	8,472	$	9,021
Income taxes	1,454		1,514

Employee compensation and benefits	545		1,694
Research and development	1,389		1,366
Dividends	1,262		1,258
Interest	516		572
Royalties	423		477
Operating leases	172		181

Other	2,281		2,043
Other current liabilities	$	16,514	$	18,126


Dollars in millions	March 31, 2025		December 31, 2024
Income taxes	$	1,551	$	1,491
Pension and postretirement	408		400
Operating leases	1,356		1,370
Deferred income	213		230
Deferred compensation	447		456
Contingent value rights (Note 9)	256		256
Other	245		266
Other non-current liabilities	$	4,477	$	4,469

Note 16. EQUITY

The following table summarizes changes in equity during the three months ended March 31, 2025:


	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Noncontrolling Interest
Dollars and shares in millions	Shares	Par Value		Shares		Cost
Balance at December 31, 2024	2,923	$	292	$	46,024	$	(1,238)	$	14,912	894	$	(43,655)	$	53
Net earnings/(loss)	—	—		—		—		2,456		—	—		6
Other comprehensive income/(loss)	—	—		—		(185)		—		—	—		—
Cash dividends declared $0.62 per share	—	—		—		—		(1,262)		—	—		—

Stock compensation	—	—		(13)		—		—		(6)	59		—
Balance at March 31, 2025	2,923	$	292	$	46,011	$	(1,424)	$	16,106	888	$	(43,597)	$	59

The following table summarizes changes in equity during the three months ended March 31, 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	Shares	Par Value		Shares		Cost
Balance at December 31, 2023	2,923	$	292	$	45,684	$	(1,546)	$	28,766	902	$	(43,766)	$	55
Net earnings/(loss)	—	—		—		—		(11,911)		—	—		3
Other comprehensive income/(loss)	—	—		—		146		—		—	—		—
Cash dividends declared $0.60 per share	—	—		—		—		(1,215)		—	—		—

Stock compensation	—	—		(29)		—		—		(6)	69		—

Balance at March 31, 2024	2,923	$	292	$	45,655	$	(1,400)	$	15,640	896	$	(43,697)	$	58

The components of Other comprehensive income/(loss) were as follows:


	Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Dollars in millions	Pretax		Tax		After Tax		Pretax		Tax		After Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)	$	(191)	$	37	$	(154)	$	254	$	(47)	$	207
Reclassified to net earnings(a)	(77)		16		(61)		(15)		(1)		(16)
Derivatives qualifying as cash flow hedges	(268)		53		(215)		239		(48)		191

Pension and postretirement benefits
Actuarial gains/(losses)	—		—		—		(6)		1		(5)
Amortization(b)	2		(1)		1		2		—		2
Settlements(b)	—		—		—		19		(3)		16
Pension and postretirement benefits	2		(1)		1		15		(2)		13

Marketable debt securities
Unrealized gains/(losses)	1		—		1		(2)		—		(2)

Foreign currency translation	9		19		28		(44)		(12)		(56)

Other comprehensive income/(loss)	$	(256)	$	71	$	(185)	$	208	$	(62)	$	146

(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.

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


Dollars in millions	March 31, 2025		December 31, 2024
Derivatives qualifying as cash flow hedges	$	161	$	376
Pension and postretirement benefits	(647)		(648)
Marketable debt securities	2		2
Foreign currency translation(a)	(940)		(968)
Accumulated other comprehensive loss	$	(1,424)	$	(1,238)

(a)Includes net investment hedge gains of $148 million and $210 million as of March 31, 2025 and December 31, 2024, respectively.

Note 17. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:


	Three Months Ended March 31,
Dollars in millions	2025		2024
Cost of products sold	$	15	$	14
Selling, general and administrative	56		53
Research and development	72		66

Total stock-based compensation expense	$	144	$	133

Income tax benefit(a)	$	30	$	28

(a) Income tax benefit excludes excess tax (deficiencies)/benefits from share-based compensation awards that were vested or exercised of $4 million and $(17) million for the three months ended March 31, 2025, and 2024, respectively.

The number of units granted and the weighted-average fair value on the grant date for the three months ended March 31, 2025 were as follows:


Units in millions	Units	Weighted-Average Fair Value

Restricted stock units	11.6	$	57.19
Market share units	1.1	$	71.38
Performance share units	0.5	$	62.72


Dollars in millions	Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	$	1,281	$	124	$	92
Expected weighted-average period in years of compensation cost to be recognized	3.0		2.5		1.9

Note 18. LEGAL PROCEEDINGS AND CONTINGENCIES

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

We are vigorously defending against the legal proceedings in which we are named as defendants and we believe we have substantial claims and/or defenses in each matter. While the outcomes of these proceedings and other contingencies BMS is subject to are inherently unpredictable and uncertain, we do not believe that any of these matters will have a material adverse effect on BMS’ financial position or liquidity, though they could possibly be material to our consolidated results of operations in any one accounting period. There can be no assurance that there will not be an increase in the scope of one or more of the matters described below or that any other or future lawsuits, claims, government investigations, or other legal proceedings will not be material to BMS’s financial position, results of operations, or cash flows for a particular period. Furthermore, failure to successfully enforce BMS’s patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. If BMS is unable to assess the outcome of a matter or estimate the possible loss or range of losses that could potentially result from such matter, a liability is not recorded. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see " — Note 7. Income Taxes."

INTELLECTUAL PROPERTY

Eliquis - Europe

BMS is involved in litigations throughout Europe against companies seeking to launch generic apixaban products prior to the expiration of the composition-of-matter patent for Eliquis and its associated SPCs. Litigations are pending or have been concluded in: Belgium, Bulgaria, Croatia, Czech Republic, France, Denmark, Finland, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.

Trials or preliminary proceedings on the merits have been held in: Czech Republic, Finland, France, Ireland, Netherlands, Norway, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK. To date BMS has obtained decisions in the following countries:

BMS obtained a final negative decision in the UK, and generics are now on the market in this country.
BMS obtained final positive decisions in Norway, Sweden, and Switzerland.
BMS obtained initial negative decisions in Finland, Ireland, and Slovakia. In Finland and Slovakia, appeals are pending. In Ireland, the appeals court remanded the case to the lower court for rehearing.
BMS obtained initial positive decisions in the Czech Republic, France, and Netherlands, and appeals are pending in all three countries.
In Spain, the Barcelona Commercial Court found the composition-of-matter patent for Eliquis and its associated SPC invalid. BMS appealed, and the Barcelona Court of Appeal overturned the decision. The generic products that launched at risk after the Barcelona Commercial Court were either enjoined or removed from the market as a result of the Barcelona Court of Appeal ruling. An appeal is pending before the Supreme Court.
In Finland, generics have entered the market while proceedings are pending. In Portugal, BMS obtained preliminary injunctions against two generic companies, but one generic company remains on the market while proceedings are pending.

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

Pomalyst - U.S.

In December 2024, Celgene received a Notice Letter from Cipla USA, Inc. (“Cipla”) notifying Celgene that Cipla had filed an ANDA containing paragraph IV certifications seeking approval to market generic pomalidomide products in the U.S. In response, Celgene initiated a patent infringement action against Cipla in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. No trial date has been scheduled.

Zeposia - U.S.

In October 2021, Actelion Pharmaceuticals LTD and Actelion Pharmaceuticals US, INC (“Actelion”) filed a complaint for patent infringement in the United States District Court for the District of New Jersey against BMS and Celgene for alleged infringement of U.S. Patent No. 10,251,867 (the “’867 Patent”). The complaint alleged that the sale of Zeposia infringes certain claims of the ’867 Patent and Actelion is seeking damages. In March 2025, the parties reached a settlement agreement to resolve this matter and the case has been dismissed.

In May and June 2024, BMS received Notice Letters from Synthon BV (“Synthon”) and Apotex Inc. (“Apotex”), respectively, each notifying BMS that it has filed an ANDA containing a paragraph IV certification seeking approval of a generic version of Zeposia in the U.S. and challenging a polymorph patent listed in the Orange Book for Zeposia but not the composition of matter patent. In response, BMS filed patent infringement actions against Synthon and Apotex in the U.S. District Court for the District of Delaware. In September 2024, the district court consolidated the Synthon and Apotex actions and trial is scheduled for February 2027.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* - Hawaii

BMS and certain Sanofi entities are defendants in a consumer protection action brought by the attorney general of Hawaii relating to the labeling, sales and/or promotion of Plavix*. In February 2021, a Hawaii state court judge issued a decision against Sanofi and BMS, imposing penalties in the total amount of $834 million, with $417 million attributed to BMS. 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 $916 million, with $458 million attributed to BMS. Sanofi and BMS have appealed the decision.

SECURITIES LITIGATION

Celgene Securities Litigations

Beginning in March 2018, two 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 two 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 $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the 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.

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 have been 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 have appealed 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.

340B Litigation

On November 26, 2024, BMS filed a lawsuit against Carole Johnson, Administrator of Health Resources & Services Administration (“HRSA”) and Xavier Becerra, U.S. Secretary of HHS, challenging HRSA’s determination that BMS could not implement a cash rebate model for the 340B drug pricing program. BMS is seeking a determination that HRSA’s actions violate the Administrative Procedure Act and the United States Constitution.

Thalomid and Revlimid Litigations

Beginning in November 2014, putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws in connection with, among other things, activities related to obtaining and litigating certain Revlimid patents. In October 2020, the district court entered a final order approving a class settlement and dismissed the matter. Certain entities—including entities that opted out of the settlement class and others who claim that their suits are not covered by that settlement—have since filed additional suits against Celgene and BMS pursuing similar claims based on related theories, and a subset of plaintiffs brought additional claims related to copay assistance for Thalomid and Revlimid. Those new suits are principally being litigated in the U.S. District Court for the District of New Jersey. The Court dismissed certain of those complaints with leave to amend in June 2024. All plaintiffs filed amended complaints in August 2024. BMS and Celgene have filed motions to dismiss those complaints, which are currently pending.

Related actions are also pending in San Francisco Superior Court and the Philadelphia County Court of Common Pleas. No activity is expected in these cases until disposition of the New Jersey actions. No trial dates have been scheduled.

Pomalyst Antitrust Class Action

Beginning in September 2023, certain entities filed putative class actions against Celgene, BMS, and certain individuals in the U.S. District Court for the Southern District of New York asserting claims under various antitrust, consumer protection, and unjust enrichment laws in connection with activities related to obtaining and litigating certain Pomalyst patents. In March 2025, the court dismissed the complaints against Celgene, BMS and the named individuals. Plaintiffs have sought leave to amend their complaints.

ENVIRONMENTAL PROCEEDINGS

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

CERCLA and Other Remediation Matters

With respect to CERCLA and other remediation matters for which BMS is responsible under various state, federal and international laws, BMS typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other "potentially responsible parties," and BMS accrues liabilities when they are probable and reasonably estimable. BMS estimated its share of future costs for these sites to be $64 million as of March 31, 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).

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