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 September 30,Nine Months Ended September 30,
2025202420252024
Net product sales$11,850$11,483$34,645$34,967
Alliance and other revenues3724091,047991
Total Revenues12,22211,89235,69235,958
Cost of products sold(a)3,4352,9579,8399,156
Selling, general and administrative1,7891,9835,0866,278
Research and development2,5282,3747,3657,968
Acquired IPRD6332622,32813,343
Amortization of acquired intangible assets8312,4062,4917,179
Other (income)/expense, net(108)234725588
Total Expenses9,10810,21627,83444,512
Earnings/(Loss) before income taxes3,1141,6767,858(8,554)
Income tax provision9194611,888455
Net earnings/(loss)2,1951,2155,970(9,009)
Noncontrolling interest(6)4311
Net earnings/(loss) attributable to BMS$2,201$1,211$5,967$(9,020)
Earnings/(Loss) per common share:
Basic$1.08$0.60$2.93$(4.45)
Diluted1.080.602.93(4.45)

(a) Excludes amortization of acquired intangible assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

Dollars in millions

(UNAUDITED)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net earnings/(loss)$2,195$1,215$5,970$(9,009)
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges48(178)(395)67
Pension and postretirement benefits191002249
Marketable debt securities—523
Foreign currency translation(26)6196(41)
Total other comprehensive income/(loss)41(12)(275)78
Comprehensive income/(loss)2,2361,2035,695(8,931)
Comprehensive income/(loss) attributable to noncontrolling interest(6)4311
Comprehensive income/(loss) attributable to BMS$2,242$1,199$5,692$(8,942)

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

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in millions

(UNAUDITED)

ASSETSSeptember 30, 2025December 31, 2024
Current assets:
Cash and cash equivalents$15,726$10,346
Marketable debt securities776513
Receivables11,42210,747
Inventories2,7582,557
Other current assets4,9485,617
Total Current assets35,63029,780
Property, plant and equipment7,3497,136
Goodwill21,74521,719
Other intangible assets20,46523,307
Deferred income taxes4,9614,236
Marketable debt securities406320
Other non-current assets6,3326,105
Total Assets$96,889$92,603
LIABILITIES
Current liabilities:
Short-term debt obligations$4,509$2,046
Accounts payable4,2883,602
Other current liabilities19,33918,126
Total Current liabilities28,13623,774
Deferred income taxes225369
Long-term debt44,46947,603
Other non-current liabilities5,4594,469
Total Liabilities78,28976,215
Commitments and Contingencies (see Note 18)
EQUITY
BMS Shareholders’ equity:
Preferred stock——
Common stock292292
Capital in excess of par value of stock46,26546,024
Accumulated other comprehensive loss(1,513)(1,238)
Retained earnings17,09314,912
Less cost of treasury stock(43,586)(43,655)
Total BMS Shareholders’ equity18,55216,335
Noncontrolling interest4853
Total Equity18,60016,388
Total Liabilities and Equity$96,889$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)

Nine Months Ended September 30,
20252024
Cash Flows From Operating Activities:
Net earnings/(loss)$5,970$(9,009)
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net3,0347,720
Deferred income taxes(573)(1,298)
Stock-based compensation420387
Impairment charges5141,010
Divestiture gains and royalties(880)(838)
Acquired IPRD2,32813,343
Equity investment (gains)/losses, net(90)(221)
Contingent consideration fair value adjustments336—
Other adjustments(76)123
Changes in operating assets and liabilities:
Receivables(314)121
Inventories(255)(661)
Accounts payable88(333)
Rebates and discounts1,9571,889
Income taxes payable320(1,381)
Other(597)(101)
Net cash provided by/(used in) operating activities12,18210,751
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities1,5731,060
Purchase of marketable debt securities(1,922)(398)
Proceeds from sales of equity investments6160
Capital expenditures(941)(870)
Divestiture and other proceeds792766
Acquisition and other payments, net of cash acquired(2,237)(21,774)
Net cash provided by/(used in) investing activities(2,674)(21,156)
Cash Flows From Financing Activities:
Proceeds from issuance of short-term debt obligations—2,987
Repayments of short-term debt obligations—(3,000)
Other short-term financing obligations, net431504
Proceeds from issuance of long-term debt—12,883
Repayments of long-term debt(872)(2,873)
Dividends(3,783)(3,645)
Stock option proceeds and other, net(95)(87)
Net cash provided by/(used in) financing activities(4,319)6,769
Effect of exchange rates on cash, cash equivalents and restricted cash19010
Increase/(decrease) in cash, cash equivalents and restricted cash5,379(3,626)
Cash, cash equivalents and restricted cash at beginning of period10,34711,519
Cash, cash equivalents and restricted cash at end of period$15,726$7,893

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 September 30, 2025 and December 31, 2024 and the results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 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. Beginning in the first quarter of 2025, the financial statement line item "Marketing, Selling and Administrative" included in the 2024 Form 10-K was changed to "Selling, General and Administrative", and such nomenclature continues to be used throughout this Quarterly Report. 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 the Company's 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 September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Research(a)$313$323$918$1,043
Drug Development(b)1,1511,0943,3273,273
Other(c)1,0639573,1203,652
Research and development$2,528$2,374$7,365$7,968

(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, IPRD impairment charges, 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

Derivatives, Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued amended guidance to refine the scope of derivative accounting and clarify the accounting for share-based noncash consideration from a customer in a revenue contract. Among other provisions, the amendment excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties in the contract. The amended guidance is effective for annual periods beginning after December 15, 2026 and interim periods within those annual periods. Early adoption is permitted. The Company is assessing the potential impact of the amended standard.

Internal-Use Software

In September 2025, the FASB issued amended guidance on internal-use software. The guidance clarifies disclosure requirements and establishes new capitalization criteria based on management's authorization and funding commitment as well as the probability that a project will be completed and used for its intended function. The amended guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods. Early adoption is permitted. The Company is assessing the potential impact of the amended standard.

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 September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Net product sales$11,850$11,483$34,645$34,967
Alliance revenues125105332355
Other revenues247304715636
Total Revenues$12,222$11,892$35,692$35,958

The following table summarizes GTN adjustments:

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Gross product sales$22,494$21,223$64,548$61,298
GTN adjustments(a)
Charge-backs and cash discounts(3,475)(2,967)(9,840)(8,366)
Medicaid and Medicare rebates(4,887)(4,577)(13,244)(11,525)
Other rebates, returns, discounts and adjustments(2,281)(2,196)(6,819)(6,440)
Total GTN adjustments(b)(10,644)(9,740)(29,903)(26,331)
Net product sales$11,850$11,483$34,645$34,967

(a) Includes reductions/(increases) to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $87 million and $418 million for the three and nine months ended September 30, 2025 and $42 million and $103 million for the three and nine months ended September 30, 2024, respectively.

(b) Includes U.S. GTN adjustments of $9.8 billion and $27.5 billion for the three and nine months ended September 30, 2025 and $8.9 billion and $23.9 billion for the three and nine months ended September 30, 2024, respectively.

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

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Growth Portfolio
Opdivo$2,532$2,360$7,356$6,825
Opdivo Qvantig67—105—
Orencia9649362,6972,682
Yervoy7396422,0901,855
Reblozyl6154471,6611,226
Opdualag299233835674
Breyanzi359224966484
Camzyos296156714379
Zeposia161147418408
Abecma137124326301
Sotyktu8066206163
Krazati533414987
Cobenfy43—105—
Other Growth products(a)5144431,3881,116
Total Growth Portfolio6,8575,81219,01616,200
Legacy Portfolio
Eliquis3,7463,00210,99110,138
Revlimid5751,4122,3494,434
Pomalyst/Imnovid6758982,0412,722
Sprycel1192904131,088
Abraxane74253284701
Other Legacy products(b)177225599675
Total Legacy Portfolio5,3656,08016,67619,758
Total Revenues$12,222$11,892$35,692$35,958
United States$8,329$8,232$24,721$25,509
International(c)3,6023,38910,1939,803
Other(d)290271778646
Total Revenues$12,222$11,892$35,692$35,958

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

(b) Includes other mature brands.

(c) Includes Puerto Rico.

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

Revenue recognized from performance obligations satisfied in prior periods was $318 million and $992 million for the three and nine months ended September 30, 2025 and $238 million and $496 million for the three and nine months ended September 30, 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 September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Revenues from alliances:
Net product sales$3,755$3,091$11,110$10,323
Alliance revenues125105332355
Total alliance revenues$3,880$3,196$11,442$10,678
Payments to/(from) alliance partners:
Cost of products sold$1,851$1,496$5,466$5,013
Selling, general and administrative(62)(76)(195)(220)
Research and development8250233150
Acquired IPRD250—1,750880
Other (income)/expense, net11(12)(11)(126)
Dollars in millionsSeptember 30, 2025December 31, 2024
Selected alliance balance sheet information:
Receivables – from alliance partners$198$221
Accounts payable – to alliance partners2,1411,578
Deferred income – from alliances(a)190222

(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 nine months ended September 30, 2025 and 2024 are set forth below.

BioNTech

In June 2025, BMS and BioNTech entered into a global strategic collaboration for the co-development and co-commercialization of pumitamig (BNT327/BMS986545), a bispecific antibody targeting PD-L1 and VEGF-A, which is currently being evaluated in a Phase III clinical trial for ES-SCLC, Phase II/III clinical trials, including for NSCLC, and a Phase III clinical trial for TNBC. The companies will jointly develop and commercialize pumitamig as monotherapy and in combination with other assets. Both companies also have the right to independently develop pumitamig in further indications and combinations, including combinations of pumitamig with proprietary pipeline assets. Subject to certain exceptions, BMS and BioNTech will share equally in global profits and losses.

BMS made an upfront payment to BioNTech of $1.5 billion, which was recorded as Acquired IPRD during the nine months ended September 30, 2025. BioNTech will also receive $2.0 billion in aggregate of anniversary payments, which will be payable beginning in 2026 through 2028, provided that there is no prior termination of the agreement by BMS, and up to $7.6 billion of contingent development, regulatory and sales-based milestones.

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 Phase I clinical trials for metastatic or unresectable NSCLC and other tumor types as well as Phase II/III clinical trials for TNBC and other tumor types. BMS paid an upfront fee of $800 million, which was recorded as Acquired IPRD during the nine months ended September 30, 2024. BMS is also obligated to pay up to $7.6 billion upon the achievement of contingent development, regulatory and sales-based milestones. During the three months ended September 30, 2025, BMS recorded a $250 million charge as Acquired IPRD following the achievement of a development milestone under the arrangement.

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

Acquisitions

Orbital Therapeutics

In October 2025, BMS entered into a definitive agreement to acquire Orbital Therapeutics, a biotechnology company pioneering a new generation of RNA medicines that reprogram the immune system in vivo, for $1.5 billion in cash. The acquisition will provide BMS with full rights to OTX-201, a preclinical in vivo CAR T-cell therapy currently in IND-enabling studies for autoimmune disease. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. The accounting treatment as a business combination or asset acquisition will be determined in the period the transaction closes.

2seventy bio

On May 13, 2025, BMS completed the acquisition of 2seventy bio, which provides BMS with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma. BMS acquired 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 $287 million, or $114 million net of cash acquired. The transaction was accounted for as an asset acquisition as 2seventy bio did not meet the definition of a business, which requires inputs and processes that significantly contribute to the ability to create outputs. Net assets acquired primarily consisted of cash, right-of-use lease assets and liabilities, deferred tax assets and acquired marketed product rights for Abecma.

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 recorded as Acquired IPRD during the nine months ended September 30, 2024. The following summarizes the total consideration transferred and allocated:

Dollars in millions
Cash consideration for outstanding shares$12,606
Cash consideration for equity awards1,421
Consideration paid14,027
Less: Charge for unvested stock awards(a)(289)
Transaction costs55
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 nine months ended September 30, 2024.

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 awards296
Consideration paid4,147
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 nine months ended September 30, 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 awards205
Consideration paid4,801
Plus: Fair value of CVRs248
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 the nine months ended September 30, 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 a definite-lived Acquired marketed product right (Krazati) and indefinite-lived IPRD assets.

The results of operations and cash flows for 2seventy bio, 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 September 30,
Net ProceedsDivestiture (Gains)/LossesRoyalty Income
Dollars in millions202520242025202420252024
Diabetes business - royalties$287$278$—$—$(286)$(284)
Mature products and other2385——
Total$289$281$8$5$(286)$(284)
Nine Months Ended September 30,
Net ProceedsDivestiture (Gains)/LossesRoyalty Income
Dollars in Millions202520242025202420252024
Diabetes business - royalties$839$774$—$—$(844)$(820)
Mature products and other13315——
Total$852$777$1$5$(844)$(820)

Diabetes Business

As part of the BMS diabetes termination agreement with AstraZeneca, BMS receives royalty payments based on net sales, which amounts to 14% in 2025 and 15% in 2024. Payments will be received on net 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 September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Keytruda* royalties$(150)$(137)$(434)$(407)
Tecentriq* royalties(12)(12)(34)(35)
Contingent milestone income—(13)(40)(38)
Amortization of deferred income(12)(12)(36)(36)
Other royalties and licensing income(a)(102)(6)(152)(16)
Royalty and licensing income$(276)$(180)$(697)$(532)

(a) Other royalties and licensing income for the three and nine months ended September 30, 2025 include $85 million of income recognized in connection with the out-license of five early-stage immunology assets to a company that was newly-formed with Bain Capital Life Sciences.

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

Philochem

In August 2025, BMS obtained a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer. The diagnostic agent is currently being evaluated in a Phase I clinical trial. BMS will be responsible for the research, development, manufacturing and commercialization of OncoACP3 following the completion of specific agreed-upon development activities by Philochem.

The transaction included an upfront payment of $350 million, which was recorded as Acquired IPRD during the three months ended September 30, 2025. Philochem is also eligible to receive contingent development, regulatory and sales-based milestones up to $1.0 billion and royalties on global net sales.

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 recorded as Acquired IPRD during the nine months ended September 30, 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 September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Interest expense$480$505$1,459$1,451
Royalty income - divestitures (Note 4)(286)(284)(844)(820)
Royalty and licensing income (Note 4)(276)(180)(697)(532)
Provision for restructuring (Note 6)7578432558
Investment income(161)(94)(438)(364)
Integration expenses (Note 6)3669110214
Litigation and other settlements(a)165—42471
Acquisition expense——550
Intangible asset impairment—47—47
Equity investment (gains)/losses, net (Note 9)(190)(12)(90)(221)
Contingent consideration (Note 9)——336—
Other(b)4810529134
Other (income)/expense, net$(108)$234$725$588

(a) Reflects charges related to a securities litigation matter during the three months ended September 30, 2025. Additionally, the nine months ended September 30, 2025 includes amounts related to a pricing, sales and promotional practices dispute.

(b) Includes pension settlement charges of $100 million during the three months ended September 30, 2024 and $119 million during the nine months ended September 30, 2024 incurred in connection with the termination of the Bristol-Myers Squibb Puerto Rico, Inc. Retirement Income pension plan.

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 BMS's 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 $1.6 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), Karuna (2024) and 2seventy bio (2025). For these plans, the remaining charges of approximately $115 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 September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
2023 Restructuring Plan$193$180$567$512
Celgene and Other Acquisition Plans3983134420
Total charges$232$263$701$932
Employee termination costs$71$77$423$554
Other termination costs4184
Provision for restructuring7578432558
Integration expenses3669110214
Accelerated depreciation9223656
Asset impairments1119312895
Other shutdown costs, net11(4)9
Total charges$232$263$701$932
Cost of products sold$110$88$114$105
Selling, general and administrative17619
Research and development10214936
Other (income)/expense, net111147532772
Total charges$232$263$701$932

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

Nine Months Ended September 30,
Dollars in millions20252024
Beginning balance$297$188
Provision for restructuring432558
Payments(452)(432)
Foreign currency translation and other10—
Ending balance$287$314

Note 7. INCOME TAXES

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Earnings/(Loss) before income taxes$3,114$1,676$7,858$(8,554)
Income tax provision9194611,888455
Effective tax rate29.5%27.5%24.0%(5.3)%

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.

In July 2025, the U.S. enacted into law new tax legislation, the OBBBA, which among other measures, makes permanent many provisions of the TCJA and modifies certain rules, including within the international tax framework. The OBBBA 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. The estimated tax impacts from the OBBBA are reflected in the Company's income tax provision for the three and nine months ended September 30, 2025 and in the tax asset and liability balances recorded as of September 30, 2025.

The change in the effective tax rate for the three and nine months ended September 30, 2025 was primarily driven by changes in jurisdictional earnings mix and income tax reserves. During the three months ended September 30, 2025, additional reserves of $160 million were recorded for certain transfer pricing matters. Further, the effective tax rate for the nine months ended September 30, 2024 reflects a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna as well as the release of income tax reserves related to the resolution of the Celgene 2017-2019 IRS audit.

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 nine months ended September 30, 2025 and 2024, income tax payments were $2.2 billion and $3.1 billion, including $991 million and $799 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 September 30, 2025 could decrease in the range of approximately $260 million to $300 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 September 30,Nine Months Ended September 30,
Amounts in millions, except per share data2025202420252024
Net earnings/(loss) attributable to BMS$2,201$1,211$5,967$(9,020)
Weighted-average common shares outstanding – basic2,0362,0282,0342,026
Incremental shares attributable to share-based compensation plans335—
Weighted-average common shares outstanding – diluted2,0392,0312,0392,026
Earnings/(Loss) per common share
Basic$1.08$0.60$2.93$(4.45)
Diluted1.080.602.93(4.45)

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 21 million and 18 million for the three and nine months ended September 30, 2025 and was 25 million and 41 million for the three and nine months ended September 30, 2024, respectively.

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

September 30, 2025December 31, 2024
Dollars in millionsLevel 1Level 2Level 3Level 1Level 2Level 3
Cash and cash equivalents
Money market and other securities$—$10,916$—$—$6,559$—
Marketable debt securities
Certificates of deposit—651——308—
Corporate debt securities—461——486—
U.S. Treasury securities—71——39—
Derivative assets—260——750—
Equity investments(a)356888524742—
Derivative liabilities—184——247—
Contingent consideration liability
Contingent value rights(b)2—5922—256

(a) Level 3 equity investments as of September 30, 2025 include a 19.9% ownership interest in a company that was newly-formed with Bain Capital Life Sciences, which BMS has elected to account for under the fair value option.

(b) 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 contingent value rights was estimated using a probability-weighted expected return method and was based on significant unobservable inputs, including the discount rate and the estimated probability and timing of achieving a specified regulatory milestone. During the nine months ended September 30, 2025, the change in fair value of $336 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 September 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 five years as of September 30, 2025 and December 31, 2024.

Equity Investments

The following summarizes the carrying amount of equity investments:

Dollars in millionsSeptember 30, 2025December 31, 2024
Equity investments with RDFV$444$289
Equity investments without RDFV833863
Limited partnerships and other investments660598
Total equity investments$1,936$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 September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Equity investments with RDFV
Net (gains)/losses recognized$(166)$(33)$(166)$(155)
Less: net (gains)/losses recognized on investments sold—(3)5(2)
Net unrealized (gains)/losses recognized on investments still held(166)(30)(171)(153)
Equity investments without RDFV
Upward adjustments—(15)(11)(36)
Net realized (gains)/losses recognized on investments sold(36)—(17)(36)
Impairments and downward adjustments6135142
Limited partnerships and other investments
Equity in net (income)/loss of affiliates and other adjustments62353(36)
Total equity investment (gains)/losses$(190)$(12)$(90)$(221)

Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without RDFV still held as of September 30, 2025 were $229 million and $146 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 currency exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign currency 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 currency 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 September 30, 2025, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax losses of $130 million into Cost of products sold for the Company's foreign currency exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $4.4 billion for the euro contracts and $1.2 billion for the Japanese yen contracts as of September 30, 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 $584 million as of September 30, 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 September 30, 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 the euro of $345 million as of September 30, 2025. Foreign currency forward contracts and zero-cost collar contracts are also designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. As of September 30, 2025, the notional amounts for both of these contracts were zero.

During the three and nine months ended September 30, 2025, the amortization of gains related to the portion of the Company's 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 an adjustment to interest expense over the remaining term of the debt.

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

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

September 30, 2025December 31, 2024
Asset**(a)**Liability**(b)**Asset**(a)**Liability**(b)**
Dollars in millionsNotionalFair ValueNotionalFair ValueNotionalFair ValueNotionalFair Value
Designated as cash flow hedges
Foreign currency exchange contracts$5,146$96$1,716$(100)$6,428$424$43$—
Cross-currency swap contracts58470——58426626(30)
Designated as net investment hedges
Foreign currency exchange contracts————18517——
Cross-currency swap contracts30817398(49)36123346(7)
Designated as fair value hedges
Interest rate swap contracts4,00053755(5)1,500101,955(20)
Not designated as hedges
Foreign currency exchange contracts1,859133,293(30)5,7492505,243(173)
Total return swap contracts(c)46211————443(17)

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

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

(c) Total return swap contracts hedge changes in fair value of certain deferred compensation liabilities.

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

Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Dollars in millionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Foreign currency exchange contracts$34$(3)$21$21
Cross-currency swap contracts—(4)—(130)
Interest rate swap contracts—2—1
Forward interest rate contracts—(1)—(4)
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Dollars in millionsCost of products soldOther (income)/expense, netCost of products soldOther (income)/expense, net
Foreign currency exchange contracts$(3)$7$(77)$(46)
Cross-currency swap contracts—(55)—(19)
Interest rate swap contracts—4—11
Forward interest rate contracts—(1)—(3)

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

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Derivatives designated as cash flow hedges
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)$33$(195)$(481)$46
Reclassified to Cost of products sold34(3)21(77)
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)(4)36902
Reclassified to Other (income)/expense, net—(53)(122)(12)
Forward interest rate contract gains/(losses):
Recognized in Other comprehensive income/(loss)———131
Reclassified to Other (income)/expense, net(1)(1)(4)(3)
Derivatives designated as net investment hedges
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss)16(41)(47)9
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss)(19)(75)(96)(34)

Note 10. FINANCING ARRANGEMENTS

Short-term debt obligations include:

Dollars in millionsSeptember 30, 2025December 31, 2024
Non-U.S. short-term financing obligations$261$218
Current portion of Long-term debt4,2481,828
Short-term debt obligations$4,509$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 issuance amount 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 millionsSeptember 30, 2025December 31, 2024
Principal value$48,186$48,937
Adjustments to principal value:
Fair value of interest rate swap contracts48(10)
Unamortized basis adjustment from swap terminations6271
Unamortized bond discounts and issuance costs(367)(390)
Unamortized purchase price adjustments of Celgene debt787823
Total$48,717$49,431
Current portion of Long-term debt$4,248$1,828
Long-term debt44,46947,603
Total$48,717$49,431

The fair value of Long-term debt, including the current portion, was $45.8 billion as of September 30, 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 nine months ended September 30, 2025, $229 million 3.875% Notes and €575 million 1.000% Euro Notes matured and were repaid.

During the nine months ended September 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 (see "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information) and used the remaining net proceeds for general corporate purposes. Additionally, $2.5 billion 2.900% Notes and $395 million 3.625% Notes matured and were repaid.

Interest payments were $1.7 billion and $1.4 billion for the nine months ended September 30, 2025 and 2024, respectively, net of amounts related to interest rate swap contracts.

Credit Facilities

As of September 30, 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, BMS 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 the Company's commercial paper borrowings. No borrowings were outstanding under the revolving credit facilities as of September 30, 2025 and December 31, 2024.

Note 11. RECEIVABLES

Dollars in millionsSeptember 30, 2025December 31, 2024
Trade receivables$10,664$9,957
Less charge-backs and cash discounts(988)(900)
Less allowance for expected credit loss(52)(45)
Net trade receivables9,6249,012
Alliance, royalties, VAT and other1,7981,735
Receivables$11,422$10,747

Non-U.S. receivables sold on a nonrecourse basis were $267 million and $387 million for the nine months ended September 30, 2025 and 2024, respectively. Receivables from the three largest customers in the U.S. represented 73% and 74% of total trade receivables as of September 30, 2025 and December 31, 2024, respectively.

Note 12. INVENTORIES

Dollars in millionsSeptember 30, 2025December 31, 2024
Finished goods$1,064$1,257
Work in process3,0632,549
Raw and packaging materials312320
Total inventories$4,439$4,126
Inventories$2,758$2,557
Other non-current assets1,6811,569

Note 13. PROPERTY, PLANT AND EQUIPMENT

Dollars in millionsSeptember 30, 2025December 31, 2024
Land$157$161
Buildings7,1246,581
Machinery, equipment and fixtures3,8073,818
Construction in progress1,4561,525
Gross property, plant and equipment12,54412,085
Less accumulated depreciation(5,195)(4,949)
Property, plant and equipment$7,349$7,136

Depreciation expense was $159 million and $489 million for the three and nine months ended September 30, 2025 and $166 million and $482 million for the three and nine months ended September 30, 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 adjustments27
Balance at September 30, 2025$21,745

Other Intangible Assets

Other intangible assets consisted of the following:

Estimated Useful LivesSeptember 30, 2025December 31, 2024
Dollars in millionsGross carrying amountsAccumulated amortizationOther intangible assets, netGross carrying amountsAccumulated amortizationOther intangible assets, net
R&D technology6 years$1,980$(523)$1,457$1,980$(275)$1,705
Acquired marketed product rights3 – 17 years61,939(50,903)11,03661,876(48,659)13,217
Capitalized software3 – 10 years1,578(1,206)3721,499(1,099)400
IPRD7,600—7,6007,985—7,985
Total$73,097$(52,632)$20,465$73,340$(50,033)$23,307

Amortization expense of Other intangible assets was $867 million and $2.6 billion during the three and nine months ended September 30, 2025 and $2.4 billion and $7.3 billion during the three and nine months ended September 30, 2024, respectively.

During the three and nine months ended September 30, 2025, $85 million and $385 million, respectively, of IPRD impairment charges were recorded in Research and development expense. The charges reflect a full write-down of an oncology asset due to pipeline reprioritization and a partial write-down of a separate oncology asset resulting from revised cash flow projections.

During the nine months ended September 30, 2024, a $280 million impairment charge was recorded in Cost of products sold resulting from lower revised cash flow projections for Inrebic. The charge represented a partial impairment based on the excess of the asset’s carrying value over its estimated fair value using discounted cash flow projections. Additionally, a $590 million IPRD impairment charge for alnuctamab was recorded in Research and development expense in connection with portfolio prioritization. Alnuctamab was being studied as a potential treatment for hematologic diseases and was obtained in the acquisition of Celgene. The charge represented a full write-down of the asset.

Note 15. SUPPLEMENTAL FINANCIAL INFORMATION

Dollars in millionsSeptember 30, 2025December 31, 2024
Income taxes$2,970$3,292
Research and development832754
Contract assets224385
Other9221,186
Other current assets$4,948$5,617
Dollars in millionsSeptember 30, 2025December 31, 2024
Equity investments (Note 9)$1,936$1,736
Operating leases(a)1,6041,224
Inventories (Note 12)1,6811,569
Pension and postretirement281234
Research and development260336
Receivables and convertible notes16452
Other554554
Other non-current assets$6,332$6,105
Dollars in millionsSeptember 30, 2025December 31, 2024
Rebates and discounts$11,240$9,021
Income taxes1,0221,514
Employee compensation and benefits1,1561,694
Research and development1,3971,366
Dividends1,2621,258
Interest512572
Royalties513477
Operating leases214181
Other2,0242,043
Other current liabilities$19,339$18,126
Dollars in millionsSeptember 30, 2025December 31, 2024
Income taxes$1,739$1,491
Pension and postretirement393400
Operating leases(a)1,8491,370
Deferred income180230
Deferred compensation487456
Contingent value rights (Note 9)592256
Other219266
Other non-current liabilities$5,459$4,469

(a) Operating lease assets and liabilities as of September 30, 2025 include the commencement of the San Diego lease for $370 million.

Note 16. EQUITY

The following table summarizes changes in equity during the nine months ended September 30, 2025:

Common StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling Interest
Dollars and shares in millionsSharesPar ValueSharesCost
Balance at December 31, 20242,923$292$46,024$(1,238)$14,912894$(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, 20252,923$292$46,011$(1,424)$16,106888$(43,597)$59
Net earnings/(loss)————1,310——2
Other comprehensive income/(loss)———(130)————
Cash dividends declared $0.62 per share————(1,262)———
Stock compensation——123———6—
Distributions———————(8)
Balance at June 30, 20252,923$292$46,134$(1,554)$16,154888$(43,590)$54
Net earnings/(loss)————2,201——(6)
Other comprehensive income/(loss)———41————
Cash dividends declared $0.62 per share————(1,262)———
Stock compensation——131——(1)4—
Balance at September 30, 20252,923$292$46,265$(1,513)$17,093887$(43,586)$48

The following table summarizes changes in equity during the nine months ended September 30, 2024:

Common StockCapital in Excess of Par Value of StockAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling Interest
Dollars and shares in millionsSharesPar ValueSharesCost
Balance at December 31, 20232,923$292$45,684$(1,546)$28,766902$(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, 20242,923$292$45,655$(1,400)$15,640896$(43,697)$58
Net earnings/(loss)————1,680——4
Other comprehensive income/(loss)———(56)————
Cash dividends declared $0.60 per share————(1,217)———
Stock compensation——111———7—
Distributions———————(8)
Balance at June 30, 20242,923$292$45,766$(1,456)$16,103896$(43,690)$54
Net earnings/(loss)————1,211——4
Other comprehensive income/(loss)———(12)————
Cash dividends declared $0.60 per share————(1,217)———
Stock compensation——130——(1)15—
Balance at September 30, 20242,923$292$45,896$(1,468)$16,097895$(43,675)$58

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

Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Dollars in millionsPretaxTaxAfter TaxPretaxTaxAfter Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)$29$(5)$24$(391)$80$(311)
Reclassified to net earnings(a)32(8)24(104)20(84)
Derivatives qualifying as cash flow hedges61(13)48(495)100(395)
Pension and postretirement benefits
Actuarial gains/(losses)23(6)1723(6)17
Amortization(b)—114—5
Pension and postretirement benefits23(4)1927(5)22
Marketable debt securities
Unrealized gains/(losses)———2—2
Foreign currency translation(27)1(26)643396
Other comprehensive income/(loss)$58$(17)$41$(403)$127$(275)
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Dollars in millionsPretaxTaxAfter TaxPretaxTaxAfter Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss)$(159)$26$(133)$179$(33)$146
Reclassified to net earnings(a)(58)13(45)(93)14(79)
Derivatives qualifying as cash flow hedges(217)39(178)86(19)67
Pension and postretirement benefits
Actuarial gains/(losses)4—4(89)22(67)
Amortization(b)4(1)37(1)6
Settlements(b)100(7)93119(9)110
Pension and postretirement benefits108(8)100371249
Marketable debt securities
Unrealized gains/(losses)7(2)54(1)3
Foreign currency translation342761(47)6(41)
Other comprehensive income/(loss)$(68)$56$(12)$80$(2)$78

(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 millionsSeptember 30, 2025December 31, 2024
Derivatives qualifying as cash flow hedges$(18)$376
Pension and postretirement benefits(626)(648)
Marketable debt securities32
Foreign currency translation(a)(872)(968)
Accumulated other comprehensive loss$(1,513)$(1,238)

(a)Includes net investment hedge gains of $100 million and $210 million as of September 30, 2025 and December 31, 2024, respectively.

Note 17. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Cost of products sold$16$14$47$42
Selling, general and administrative5853170154
Research and development6662203191
Total stock-based compensation expense$139$129$420$387
Income tax benefit$29$27$88$82

The number of units granted and the weighted-average fair value on the grant date for the nine months ended September 30, 2025 were as follows:

Units in millionsUnitsWeighted-Average Fair Value
Restricted stock units12.4$56.24
Market share units1.1$71.38
Performance share units0.5$62.72
Dollars in millionsRestricted Stock UnitsMarket Share UnitsPerformance Share Units
Unrecognized compensation cost$970$92$65
Expected weighted-average period in years of compensation cost to be recognized2.72.11.6

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.

BMS is vigorously defending against the legal proceedings in which it is named as a defendant and believes it has 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, BMS does 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 the Company's 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 concluded in Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Finland, France, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.

To date, courts in these jurisdictions have rendered the following decisions:

  • The court made a final negative decision in the UK, and generics are now on the market there.

  • The courts made final positive decisions in Norway, Spain, Sweden, and Switzerland. In addition, the courts made initial positive decisions in France, Belgium and the Netherlands which are now final, following settlement.

  • The courts made initial negative decisions in Finland, Ireland, and Slovakia. In Finland and Slovakia, appeals are pending. In Ireland, the appeals court overturned the initial decision and remanded the case to the lower court, and the case is now settled.

  • The courts made initial positive decisions in the Czech Republic, Greece and Portugal. In Greece and Portugal, appeals are pending. In the Czech Republic, the appeals court remanded the case to the lower court.

One or more generics have entered the market in Finland, Poland and Portugal while proceedings are pending. Additional generic manufacturers may seek to market generic apixaban products in these or additional countries in Europe prior to the expiration of the Company's patents, which may lead to additional infringement and invalidity actions 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. In September 2025, Celgene and Cipla entered into a settlement agreement for this matter and the case was dismissed.

In April 2025, Celgene received a Notice Letter from USV Private Limited (“USV”) notifying Celgene that USV 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 USV in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. In October 2025, Celgene and USV entered into a settlement agreement for this matter.

In June 2025, Celgene received a Notice Letter from Deva Holding A/S (“Deva”) notifying Celgene that Deva 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 Deva in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. In August 2025, Celgene and Deva entered into a settlement agreement for this matter and the case was dismissed.

In September 2025, Celgene received a Notice Letter from Sandoz Inc. (“Sandoz”) notifying Celgene that Sandoz 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 Sandoz 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 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 to market a generic ozanimod product 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. In September 2025, BMS and Synthon entered into a settlement agreement for this matter and the case was dismissed. The Apotex case remains pending with the trial scheduled for February 2027.

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. In September 2025, the parties reached a settlement in principle to resolve the Celgene Securities Class Action, which is subject to court approval.

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. In August 2025, the court issued a partial summary judgment ruling, dismissing certain statements. The portions of the defendants’ summary judgment motion related to certain other alleged misstatements remain pending before the court.

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. In March 2025, BMS filed a motion to dismiss the amended complaint for lack of subject matter jurisdiction and failure to state a claim.

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.

In July 2025, an individual beneficial owner of CVRs filed a lawsuit against BMS in the Southern District of New York making similar allegations to the previously dismissed case. BMS moved to dismiss the complaint in September 2025.

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. In September 2025, the Third Circuit affirmed the lower court’s decision.

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. In May 2025, the U.S. District Court for the District of Columbia granted HRSA summary judgment on BMS’s claims. BMS has appealed to the U.S. Court of Appeals for the District of Columbia Circuit, and the Court is scheduled to hear oral argument in November 2025.

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. In June 2025, an additional plaintiff filed a suit that is substantively identical to the proposed amended complaint.

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 $60 million as of September 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).

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