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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 001-01136
___________________________
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
___________________________
Delaware 22-0790350
(State or other jurisdiction of
incorporation or organization)		 
(I.R.S Employer
Identification No.)
Route 206 & Province Line Road, Princeton, New Jersey 08543
(Address of principal executive offices) (Zip Code)
(609) 252-4621
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 Par ValueBMYNew York Stock Exchange
1.750% Notes due 2035BMY35New York Stock Exchange
Celgene Contingent Value RightsCELG RTNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ☒
Accelerated filer  ☐
Non-accelerated filer  ☐
Smaller reporting company  ☐
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐   No  ☒
At October 23, 2025, there were 2,035,753,027 shares outstanding of the Registrant’s $0.10 par value common stock.





BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
September 30, 2025
PART I—FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II—OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
*    Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.



PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
Dollars in millions, except per share data
(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 revenues372 409 1,047 991 
Total Revenues12,222 11,892 35,692 35,958 
Cost of products sold(a)
3,435 2,957 9,839 9,156 
Selling, general and administrative
1,789 1,983 5,086 6,278 
Research and development2,528 2,374 7,365 7,968 
Acquired IPRD633 262 2,328 13,343 
Amortization of acquired intangible assets831 2,406 2,491 7,179 
Other (income)/expense, net
(108)234 725 588 
Total Expenses9,108 10,216 27,834 44,512 
Earnings/(Loss) before income taxes3,114 1,676 7,858 (8,554)
Income tax provision
919 461 1,888 455 
Net earnings/(loss)2,195 1,215 5,970 (9,009)
Noncontrolling interest(6)4 3 11 
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)
Diluted1.08 0.60 2.93 (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 benefits19 100 22 49 
Marketable debt securities— 5 2 3 
Foreign currency translation(26)61 96 (41)
Total other comprehensive income/(loss)41 (12)(275)78 
Comprehensive income/(loss)
2,236 1,203 5,695 (8,931)
Comprehensive income/(loss) attributable to noncontrolling interest
(6)4 3 11 
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.

3

BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in millions
(UNAUDITED)
 
ASSETSSeptember 30,
2025		December 31,
2024
Current assets:
Cash and cash equivalents$15,726 $10,346 
Marketable debt securities776 513 
Receivables11,422 10,747 
Inventories2,758 2,557 
Other current assets4,948 5,617 
Total Current assets35,630 29,780 
Property, plant and equipment7,349 7,136 
Goodwill21,745 21,719 
Other intangible assets20,465 23,307 
Deferred income taxes4,961 4,236 
Marketable debt securities
406 320 
Other non-current assets6,332 6,105 
Total Assets$96,889 $92,603 
LIABILITIES
Current liabilities:
Short-term debt obligations$4,509 $2,046 
Accounts payable4,288 3,602 
Other current liabilities19,339 18,126 
Total Current liabilities28,136 23,774 
Deferred income taxes225 369 
Long-term debt44,469 47,603 
Other non-current liabilities5,459 4,469 
Total Liabilities78,289 76,215 
Commitments and Contingencies (see Note 18)
EQUITY
BMS Shareholders’ equity:
Preferred stock— — 
Common stock292 292 
Capital in excess of par value of stock46,265 46,024 
Accumulated other comprehensive loss(1,513)(1,238)
Retained earnings17,093 14,912 
Less cost of treasury stock(43,586)(43,655)
Total BMS Shareholders’ equity18,552 16,335 
Noncontrolling interest48 53 
Total Equity18,600 16,388 
Total Liabilities and Equity$96,889 $92,603 
The accompanying notes are an integral part of these consolidated financial statements.
4

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, net3,034 7,720 
Deferred income taxes(573)(1,298)
Stock-based compensation420 387 
Impairment charges514 1,010 
Divestiture gains and royalties(880)(838)
Acquired IPRD2,328 13,343 
Equity investment (gains)/losses, net
(90)(221)
Contingent consideration fair value adjustments
336 — 
Other adjustments(76)123 
Changes in operating assets and liabilities:
Receivables(314)121 
Inventories(255)(661)
Accounts payable88 (333)
Rebates and discounts1,957 1,889 
Income taxes payable320 (1,381)
Other(597)(101)
Net cash provided by/(used in) operating activities
12,182 10,751 
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities1,573 1,060 
Purchase of marketable debt securities(1,922)(398)
Proceeds from sales of equity investments61 60 
Capital expenditures(941)(870)
Divestiture and other proceeds792 766 
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, net
431 504 
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 cash190 10 
Increase/(decrease) in cash, cash equivalents and restricted cash
5,379 (3,626)
Cash, cash equivalents and restricted cash at beginning of period10,347 11,519 
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.

5

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)
1,151 1,094 3,327 3,273 
Other(c)
1,063 957 3,120 3,652 
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.

6

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 revenues125 105 332 355 
Other revenues
247 304 715 636 
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.
7

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 Qvantig
67 — 105 — 
Orencia964 936 2,697 2,682 
Yervoy739 642 2,090 1,855 
Reblozyl615 447 1,661 1,226 
Opdualag299 233 835 674 
Breyanzi359 224 966 484 
Camzyos
296 156 714 379 
Zeposia161 147 418 408 
Abecma
137 124 326 301 
Sotyktu80 66 206 163 
Krazati
53 34 149 87 
Cobenfy
43 — 105 — 
Other Growth products(a)
514 443 1,388 1,116 
Total Growth Portfolio
6,857 5,812 19,016 16,200 
Legacy Portfolio
Eliquis3,746 3,002 10,991 10,138 
Revlimid575 1,412 2,349 4,434 
Pomalyst/Imnovid675 898 2,041 2,722 
Sprycel119 290 413 1,088 
Abraxane74 253 284 701 
Other Legacy products(b)
177 225 599 675 
Total Legacy Portfolio
5,365 6,080 16,676 19,758 
Total Revenues$12,222 $11,892 $35,692 $35,958 
United States$8,329 $8,232 $24,721 $25,509 
International(c)
3,602 3,389 10,193 9,803 
Other(d)
290 271 778 646 
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.


8

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 revenues125 105 332 355 
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 development82 50 233 150 
Acquired IPRD 250 — 1,750 880 
Other (income)/expense, net11 (12)(11)(126)

Dollars in millionsSeptember 30,
2025		December 31,
2024
Selected alliance balance sheet information:
Receivables – from alliance partners$198 $221 
Accounts payable – to alliance partners2,141 1,578 
Deferred income – from alliances(a)
190 222 
(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 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.

9

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.


10

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 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 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 awards 296 
  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.


11

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 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 other2 3 8 5 — — 
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 other
13 3 1 5 — — 
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.
12


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.

13

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)75 78 432 558 
Investment income(161)(94)(438)(364)
Integration expenses (Note 6)36 69 110 214 
Litigation and other settlements(a)
165 — 424 71 
Acquisition expense
— — 5 50 
Intangible asset impairment
— 47 — 47 
Equity investment (gains)/losses, net (Note 9)(190)(12)(90)(221)
Contingent consideration (Note 9)
— — 336 — 
Other(b)
48 105 29 134 
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.


14

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 Plans39 83 134 420 
Total charges$232 $263 $701 $932 
Employee termination costs$71 $77 $423 $554 
Other termination costs4 1 8 4 
Provision for restructuring75 78 432 558 
Integration expenses36 69 110 214 
Accelerated depreciation9 22 36 56 
Asset impairments
111 93 128 95 
Other shutdown costs, net1 1 (4)9 
Total charges$232 $263 $701 $932 
Cost of products sold$110 $88 $114 $105 
Selling, general and administrative1 7 6 19 
Research and development10 21 49 36 
Other (income)/expense, net111 147 532 772 
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 restructuring432 558 
Payments(452)(432)
Foreign currency translation and other10 — 
Ending balance$287 $314 


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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 provision
919 461 1,888 455 
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.

16

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 – basic2,036 2,028 2,034 2,026 
Incremental shares attributable to share-based compensation plans3 3 5 — 
Weighted-average common shares outstanding – diluted2,039 2,031 2,039 2,026 
Earnings/(Loss) per common share
Basic$1.08 $0.60 $2.93 $(4.45)
Diluted1.08 0.60 2.93 (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)
356 88 85 247 42 — 
Derivative liabilities— 184 — — 247 — 
Contingent consideration liability
Contingent value rights(b)
2 — 592 2 — 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.



17

Equity Investments

The following summarizes the carrying amount of equity investments:
Dollars in millionsSeptember 30,
2025		December 31,
2024
Equity investments with RDFV
$444 $289 
Equity investments without RDFV
833 863 
Limited partnerships and other investments660 598 
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 adjustments
6 13 51 42 
Limited partnerships and other investments
Equity in net (income)/loss of affiliates and other adjustments
6 23 53 (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.

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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.

19

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 contracts584 70 — — 584 26 626 (30)
Designated as net investment hedges
Foreign currency exchange contracts
— — — — 185 17 — — 
Cross-currency swap contracts308 17 398 (49)361 23 346 (7)
Designated as fair value hedges
Interest rate swap contracts4,000 53 755 (5)1,500 10 1,955 (20)
Not designated as hedges
Foreign currency exchange contracts1,859 13 3,293 (30)5,749 250 5,243 (173)
Total return swap contracts(c)
462 11 — — — — 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)
20

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)36 90 2 
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,
2025		December 31,
2024
Non-U.S. short-term financing obligations
$261 $218 
Current portion of Long-term debt4,248 1,828 
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,
2025		December 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 terminations62 71 
Unamortized bond discounts and issuance costs(367)(390)
Unamortized purchase price adjustments of Celgene debt787 823 
Total$48,717 $49,431 
Current portion of Long-term debt$4,248 $1,828 
Long-term debt44,469 47,603 
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.

21

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,
2025		December 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 receivables9,624 9,012 
Alliance, royalties, VAT and other1,798 1,735 
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,
2025		December 31,
2024
Finished goods$1,064 $1,257 
Work in process3,063 2,549 
Raw and packaging materials312 320 
Total inventories$4,439 $4,126 
Inventories$2,758 $2,557 
Other non-current assets1,681 1,569 

Note 13. PROPERTY, PLANT AND EQUIPMENT
Dollars in millionsSeptember 30,
2025		December 31,
2024
Land$157 $161 
Buildings7,124 6,581 
Machinery, equipment and fixtures3,807 3,818 
Construction in progress1,456 1,525 
Gross property, plant and equipment12,544 12,085 
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.

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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 Lives		September 30, 2025December 31, 2024
Dollars in millions
Gross carrying amountsAccumulated amortizationOther intangible assets, net Gross carrying amountsAccumulated amortizationOther intangible assets, net
R&D technology
6 years
$1,980 $(523)$1,457 $1,980 $(275)$1,705 
Acquired marketed product rights
3 – 17 years
61,939 (50,903)11,036 61,876 (48,659)13,217 
Capitalized software
3 – 10 years
1,578 (1,206)372 1,499 (1,099)400 
IPRD7,600 — 7,600 7,985 — 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.


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Note 15. SUPPLEMENTAL FINANCIAL INFORMATION
Dollars in millionsSeptember 30,
2025		December 31, 2024
Income taxes$2,970 $3,292 
Research and development832 754 
Contract assets224 385 
Other922 1,186 
Other current assets$4,948 $5,617 

Dollars in millionsSeptember 30,
2025		December 31, 2024
Equity investments (Note 9)$1,936 $1,736 
Operating leases(a)
1,604 1,224 
Inventories (Note 12)
1,681 1,569 
Pension and postretirement281 234 
Research and development260 336 
Receivables and convertible notes
16 452 
Other554 554 
Other non-current assets$6,332 $6,105 

Dollars in millionsSeptember 30,
2025		December 31, 2024
Rebates and discounts$11,240 $9,021 
Income taxes1,022 1,514 
Employee compensation and benefits1,156 1,694 
Research and development1,397 1,366 
Dividends1,262 1,258 
Interest512 572 
Royalties513 477 
Operating leases214 181 
Other2,024 2,043 
Other current liabilities$19,339 $18,126 

Dollars in millionsSeptember 30,
2025		December 31, 2024
Income taxes $1,739 $1,491 
Pension and postretirement393 400 
Operating leases(a)
1,849 1,370 
Deferred income180 230 
Deferred compensation487 456 
Contingent value rights (Note 9)
592 256 
Other219 266 
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.
24

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)$14,912 894 $(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, 20252,923 $292 $46,011 $(1,424)$16,106 888 $(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)$16,154 888 $(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, 2025
2,923 $292 $46,265 $(1,513)$17,093 887 $(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)$28,766 902 $(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, 20242,923 $292 $45,655 $(1,400)$15,640 896 $(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)$16,103 896 $(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)$16,097 895 $(43,675)$58 

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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)17 23 (6)17 
Amortization(b)
— 1 1 4 — 5 
Pension and postretirement benefits23 (4)19 27 (5)22 
Marketable debt securities
Unrealized gains/(losses)— — — 2 — 2 
Foreign currency translation(27)1 (26)64 33 96 
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)$146 
Reclassified to net earnings(a)
(58)13 (45)(93)14 (79)
Derivatives qualifying as cash flow hedges(217)39 (178)86 (19)67 
Pension and postretirement benefits
Actuarial gains/(losses)4 — 4 (89)22 (67)
Amortization(b)
4 (1)3 7 (1)6 
Settlements(b)
100 (7)93 119 (9)110 
Pension and postretirement benefits108 (8)100 37 12 49 
Marketable debt securities
Unrealized gains/(losses)7 (2)5 4 (1)3 
Foreign currency translation34 27 61 (47)6 (41)
Other comprehensive income/(loss)$(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,
2025		December 31,
2024
Derivatives qualifying as cash flow hedges$(18)$376 
Pension and postretirement benefits(626)(648)
Marketable debt securities3 2 
Foreign currency translation(a)
(872)(968)
Accumulated other comprehensive loss$(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.

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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 administrative
58 53 170 154 
Research and development66 62 203 191 
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.

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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.

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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.

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

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

EXECUTIVE SUMMARY

Our principal strategy is to combine the resources, scale and capability of a large pharmaceutical company with the speed, agility and focus on innovation typically found in the biotech industry. Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also create long-term value. Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence and strategically allocate capital for long-term growth and shareholder returns. We are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future. For further information on our strategy, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Strategy" in our 2024 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

In 2025, we have achieved multiple regulatory approvals across our portfolio, including the: (i) approval of Breyanzi for adults with relapsed or refractory FL in the EU, (ii) approval of Camzyos for the treatment of symptomatic obstructive HCM in Japan, (iii) approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or advanced HCC in both the U.S. and the EU, (iv) approval of Opdivo + Yervoy for first-line treatment of adults and pediatric patients 12 years and older with unresectable or metastatic MSI-H or dMMR colorectal cancer in the U.S. and Japan, (v) approval of Opdivo as a perioperative regimen for resectable high risk NSCLC in the EU and (vi) approval of Opdivo Qvantig for use across multiple adult solid tumors in the EU. Additionally, we received label updates from the FDA that have reduced or removed certain patient monitoring requirements associated with the use of Camzyos, Breyanzi and Abecma.

We continue to pursue activities to advance and expand our pipeline through our internal research and development efforts as well as through business development activities. In October 2025, BMS entered into a definitive agreement to acquire Orbital Therapeutics, which will provide the Company with full rights to OTX-201, a preclinical in vivo CAR T-cell therapy currently in IND-enabling studies for autoimmune disease. Additionally in 2025 the Company (i) entered into a strategic collaboration with BioNTech to co-develop and co-commercialize BioNTech's investigational bispecific antibody pumitamig (BNT327/BMS986545) across multiple solid tumor types, (ii) acquired a global exclusive license from Philochem for OncoACP3, a radiopharmaceutical therapeutic and diagnostic agent targeting prostate cancer, and (iii) expanded our development and manufacturing capabilities by opening a new radiopharmaceutical facility in Indianapolis, Indiana, which will support RPTs acquired in connection with the RayzeBio acquisition. For additional information relating to our acquisitions, divestitures, licensing and other arrangements refer to "Item 1. Financial Statements — Note 3. Alliances" and "Item 1. Financial Statements — Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements".

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

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Financial Highlights
 Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions, except per share data2025202420252024
Total Revenues$12,222 $11,892 $35,692 $35,958 
Diluted earnings/(loss) per share
GAAP$1.08 $0.60 $2.93 $(4.45)
Non-GAAP1.63 1.80 4.89 (0.53)

Revenues increased 3% for the third quarter of 2025 and decreased 1% on a year-to-date basis. Demand increased across the Growth Portfolio and for Eliquis, which was offset by the impact of generics across the remainder of the Legacy Portfolio. Additionally, year-to-date revenues were impacted by the redesign of the U.S. Medicare Part D program.

The $0.48 increase in GAAP EPS for the third quarter of 2025 was primarily due to the impact of certain specified items, including lower amortization of acquired intangible assets, and cost savings from our ongoing strategic productivity initiative in 2025, partially offset by higher one-time Acquired IPRD charges. After adjusting for specified items, the $0.17 decrease in non-GAAP EPS was primarily due to higher one-time Acquired IPRD charges, partially offset by costs savings from our ongoing strategic productivity initiative in 2025.

The $7.38 increase in GAAP EPS year-to-date was primarily due to lower one-time Acquired IPRD charges, the impact of certain specified items, including lower amortization of acquired intangible assets, and cost savings from our ongoing strategic productivity initiative in 2025. After adjusting for specified items, the $5.42 increase in non-GAAP EPS was primarily due to lower one-time Acquired IPRD charges and cost savings from our ongoing strategic productivity initiative in 2025.

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

Economic and Market Factors

Governmental Actions

As regulators continue to focus on prescription drugs, our products are facing increased pressures across the portfolio. These pressures stem from legislative and policy changes, including price controls, pharmaceutical market access, discounting, changes to tax and importation laws and other restrictions in the U.S., EU and other regions around the world. These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. In August 2024, as part of the first round of government price setting pursuant to the IRA, the HHS announced the "maximum fair price" for a 30-day equivalent supply of Eliquis, which applies to the U.S. Medicare channel effective January 1, 2026. In January 2025, the HHS selected Pomalyst as a medicine subject to "negotiation" for government-set prices beginning in 2027. It is possible that more of our products could be selected in future years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria. This could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections. We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.

In May 2025, President Trump issued an executive order entitled, "Delivering Most-Favored Nation Prescription Drug Pricing to American Patients," which, among various proposals, directs the HHS to facilitate direct-to-consumer purchasing programs for pharmaceutical manufacturers that sell their products to American patients at the most-favored-nation price and to communicate most-favored-nation price targets to manufacturers and propose a rulemaking plan to impose most-favored-nation pricing if “significant progress” is not made towards achieving such pricing. On July 31, 2025, the Trump administration sent letters to several pharmaceutical manufacturers, including BMS, which outlined steps that such manufacturers should take to advance certain objectives of the executive order. While there is significant uncertainty around the potential implementation of this executive order and related rule-making, it could result in reduced prices and reimbursement for certain of our U.S. products and may significantly impact our business and consolidated results of operations.

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

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

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

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

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Significant Product and Pipeline Approvals

The following is a summary of the significant approvals received in 2025 as of October 30, 2025:
ProductDateApproval
Opdivo + Yervoy
August 2025
Japan’s Ministry of Health Labour and Welfare approval of Opdivo + Yervoy for the treatment of unresectable advanced or recurrent microsatellite instability-high (MSI-High) colorectal cancer.
Opdivo + YervoyJune 2025
Japan’s Ministry of Health Labour and Welfare approval of Opdivo + Yervoy for the treatment of unresectable HCC.
InrebicJune 2025
Japan’s Ministry of Health Labour and Welfare approval of Inrebic for the treatment of myelofibrosis.
Opdivo QvantigMay 2025
EC approval of Opdivo Qvantig for use across multiple adult solid tumors as monotherapy, monotherapy maintenance following completion of intravenous Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib.
OpdivoMay 2025
EC approval for perioperative regimen of neoadjuvant Opdivo and chemotherapy followed by surgery and adjuvant Opdivo for the treatment of resectable NSCLC at high-risk of recurrence in adult patients whose tumors have PD-L1 expression ≥1%.
Opdivo + YervoyApril 2025
FDA approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or metastatic HCC.
Opdivo + YervoyApril 2025
FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients (12 years and older) with unresectable or metastatic microsatellite instability-high or mismatch repair deficient CRC.
CamzyosMarch 2025
Japan’s Ministry of Health Labour and Welfare approval of Camzyos for the treatment of oHCM.
BreyanziMarch 2025
EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy.
Opdivo + YervoyMarch 2025
EC approval of Opdivo + Yervoy for the first-line treatment of adult patients with unresectable or advanced HCC.
Augtyro
February 2025
EC approval for Augtyro as a treatment for adult patients with ROS1-positive NSCLC and for adult and pediatric patients 12 years of age and older with NTRK-positive solid tumors.

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

Acquisitions, Divestitures, Licensing and Other Arrangements

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

34

RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20252024% Change
Foreign Exchange(c)
20252024% Change
Foreign Exchange(c)
United States$8,329 $8,232 1 %— %$24,721 $25,509 (3)%— %
International(a)
3,602 3,389 6 %4 %10,193 9,803 4 %1 %
Other(b)
290 271 7 %— %778 646 20 %— %
Total revenues$12,222 $11,892 3 %1 %$35,692 $35,958 (1)%— %
(a)    Includes Puerto Rico.
(b)    Includes royalties and alliance-related revenues for products not sold by our regional commercial organizations.
(c)    Foreign exchange impacts were derived by applying the prior period average currency rates to the current period revenues.

United States

•U.S. revenues increased 1% during the third quarter of 2025 and decreased 3% year-to-date, reflecting higher demand across the Growth Portfolio and for Eliquis, offset by the impact of generics on Revlimid, Sprycel, and Abraxane. Additionally, year-to-date revenues were impacted by the redesign of the U.S. Medicare Part D program. Average U.S. net selling prices decreased 5% year-to-date compared to the corresponding period a year ago.

International

•International revenues increased 6% during the third quarter of 2025 and 4% year-to-date, primarily due to higher demand across the Growth Portfolio and for Eliquis, partially offset by generic erosion within the remainder of the Legacy Portfolio. Excluding the impacts of foreign exchange, international revenues increased 3% during the third quarter of 2025 and year-to-date.

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

35

GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20252024% Change20252024% Change
Gross product sales$22,494 $21,223 6 %$64,548 $61,298 5 %
GTN adjustments
Charge-backs and cash discounts(3,475)(2,967)17 %(9,840)(8,366)18 %
Medicaid and Medicare rebates(4,887)(4,577)7 %(13,244)(11,525)15 %
Other rebates, returns, discounts and adjustments(2,281)(2,196)4 %(6,819)(6,440)6 %
Total GTN adjustments(10,644)(9,740)9 %(29,903)(26,331)14 %
Net product sales$11,850 $11,483 3 %$34,645 $34,967 (1)%
GTN adjustments percentage47 %46 %1 %46 %43 %3 %
U.S. 54 %52 %2 %53 %48 %5 %
Non-U.S.18 %20 %(2)%19 %20 %(1)%

Reductions/(increases) to provisions for product sales made in prior periods resulting from changes in estimates were $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. The reductions to provisions recognized for the nine months ended September 30, 2025 primarily relate to lower than expected Medicaid utilization.

GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. U.S. GTN adjustments percentage increased primarily due to higher government channel rebates and mix, including the impact of the redesign of the Medicare Part D program, which requires manufacturers to be responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.
36

Product Revenues
 Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20252024% Change20252024% Change
Growth Portfolio
Opdivo $2,532 $2,360 7 %$7,356 $6,825 8 %
U.S.1,454 1,366 6 %4,293 3,927 9 %
Non-U.S.1,077 994 8 %3,063 2,898 6 %
Opdivo Qvantig
67 — N/A105 — N/A
U.S.60 — N/A97 — N/A
Non-U.S.7 — N/A8 — N/A
Orencia964 936 3 %2,697 2,682 1 %
U.S.721 706 2 %1,987 2,020 (2)%
Non-U.S.243 230 6 %710 662 7 %
Yervoy739 642 15 %2,090 1,855 13 %
U.S.455 399 14 %1,300 1,171 11 %
Non-U.S.284 243 17 %790 684 15 %
Reblozyl615 447 37 %1,661 1,226 35 %
U.S.494 358 38 %1,336 999 34 %
Non-U.S.121 89 35 %324 227 43 %
Opdualag299 233 28 %835 674 24 %
U.S.259 216 20 %739 637 16 %
Non-U.S.40 17 122 %96 37 156 %
Breyanzi359 224 60 %966 484 100 %
U.S.251 173 45 %709 382 86 %
Non-U.S.109 51 115 %257 102 153 %
Camzyos296 156 89 %714 379 88 %
U.S.238 135 76 %578 342 69 %
Non-U.S.57 21 177 %137 37 >200%
Zeposia161 147 9 %418 408 2 %
U.S.113 105 8 %278 288 (3)%
Non-U.S.48 42 13 %139 120 16 %
Abecma137 124 9 %326 301 8 %
U.S.51 77 (34)%156 183 (15)%
Non-U.S.86 47 80 %170 118 44 %
Sotyktu80 66 21 %206 163 26 %
U.S.51 51 — %126 126 — %
Non-U.S.29 15 91 %80 37 112 %
Krazati53 34 58 %149 87 72 %
U.S.48 32 52 %139 82 70 %
Non-U.S.5 2 144 %10 5 94 %
Cobenfy
43 — N/A105 — N/A
U.S.43 — N/A104 — N/A
Non-U.S.— — N/A— — N/A
37

 Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20252024% Change20252024% Change
Growth Portfolio (cont.)
Other Growth Products(a)
514 443 16 %1,388 1,116 24 %
U.S.195 182 8 %570 511 12 %
Non-U.S.319 261 22 %817 605 35 %
Total Growth Portfolio
$6,857 $5,812 18 %$19,016 $16,200 17 %
U.S.4,432 3,800 17 %12,413 10,668 16 %
Non-U.S.2,425 2,012 20 %6,603 5,532 19 %
Legacy Portfolio
Eliquis$3,746 $3,002 25 %$10,991 $10,138 8 %
U.S.2,631 2,045 29 %7,930 7,410 7 %
Non-U.S.1,115 957 16 %3,060 2,728 12 %
Revlimid575 1,412 (59)%2,349 4,434 (47)%
U.S.485 1,212 (60)%2,027 3,830 (47)%
Non-U.S.89 200 (55)%322 604 (47)%
Pomalyst/Imnovid675 898 (25)%2,041 2,722 (25)%
U.S.596 697 (15)%1,717 2,010 (15)%
Non-U.S.79 201 (61)%324 712 (55)%
Sprycel 119 290 (59)%413 1,088 (62)%
U.S.69 225 (69)%263 848 (69)%
Non-U.S.49 65 (24)%150 240 (37)%
Abraxane74 253 (71)%284 701 (59)%
U.S.24 151 (84)%97 450 (79)%
Non-U.S.50 102 (50)%187 251 (25)%
Other Legacy Products(b)
177 225 (21)%599 675 (11)%
U.S.92 102 (11)%274 293 (7)%
Non-U.S.85 123 (29)%324 382 (14)%
Total Legacy Portfolio
$5,365 $6,080 (12)%$16,676 $19,758 (16)%
U.S.3,897 4,432 (12)%12,308 14,841 (17)%
Non-U.S.1,468 1,648 (11)%4,368 4,917 (11)%
Total Revenues
$12,222 $11,892 3 %$35,692 $35,958 (1)%
U.S.8,329 8,232 1 %24,721 25,509 (3)%
Non-U.S.(c)
3,893 3,660 6 %10,971 10,449 5 %
    
(a)    Includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.
(b)    Includes other mature brands.
(c)    Includes international and other.


38

Growth Portfolio

Opdivo (nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells. It has been approved for several anti-cancer indications including bladder, blood, CRC, head and neck, RCC, HCC, lung, melanoma, MPM, stomach and esophageal cancer. The Opdivo+Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC, HCC and various gastric and esophageal cancers.

•U.S. revenues increased 6% during the third quarter of 2025 and 9% year-to-date, primarily due to higher average net selling prices and higher demand.

•International revenues increased 8% during the third quarter of 2025 and 6% year-to-date, primarily due to higher demand for additional indication launches and foreign exchange impacts of 3% and (1)%, respectively. Excluding foreign exchange impacts, revenues increased 6% and 7%, respectively.

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

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

•U.S. revenues increased 2% during the third quarter of 2025, primarily due to higher demand, partially offset by lower average net selling prices.

•U.S. revenues decreased 2% year-to-date, primarily due to lower average net selling prices, partially offset by higher demand.

•International revenues increased 6% during the third quarter of 2025 and 7% year-to-date, primarily due to higher demand and foreign exchange impacts of 2% during the third quarter. Excluding foreign exchange impacts, revenues increased 3% and 7%, respectively.

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

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

•U.S. revenues increased 14% during the third quarter of 2025 and 11% year-to-date, primarily due to higher demand and higher average net selling prices.

•International revenues increased 17% during the third quarter of 2025 and 15% year-to-date, primarily due to higher demand and foreign exchange impacts of 4% during the third quarter. Excluding foreign exchange impacts, revenues increased 13% and 15%, respectively.

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

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

•U.S. revenues increased 38% during the third quarter of 2025 and 34% year-to-date, primarily due to higher demand.

•International revenues increased 35% during the third quarter of 2025 and 43% year-to-date, primarily due to higher demand and foreign exchange impacts of 4% and 2%, respectively. Excluding foreign exchange impacts, revenues increased 31% and 41%, respectively.
39


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

•U.S. revenues increased 20% during the third quarter of 2025 and 16% year-to-date, primarily due to higher demand.

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

•U.S. revenues increased 45% during the third quarter of 2025 and 86% year-to-date, primarily due to higher demand for core indications and additional indication launches.

•International revenues increased by 115% during the third quarter of 2025 and 153% year-to-date, primarily due to higher demand driven by new indication launches and launches in new markets as well as foreign exchange impacts of 10% and 8%, respectively. Excluding foreign exchange impacts, revenues increased 104% and 145%, respectively.

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

•U.S. revenues increased 76% during the third quarter of 2025 and 69% year-to-date, primarily due to higher demand.

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

•U.S. revenues increased 8% during the third quarter of 2025, primarily due to higher demand, partially offset by lower average net selling prices.

•U.S. revenues decreased 3% year-to-date, primarily due to lower average net selling prices.

•International revenues increased 13% during the third quarter of 2025 and 16% year-to-date, primarily due to higher demand and foreign exchange impacts of 6% and 3%, respectively. Excluding foreign exchange impacts, revenues increased 6% and 13%, respectively.

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

•U.S. revenues decreased 34% during the third quarter of 2025 and 15% year-to-date, primarily due to lower demand from increased competition in BCMA targeted therapies.

•International revenues increased 80% during the third quarter of 2025 and 44% year-to-date, primarily due to a one-time favorable GTN adjustment in 2025 and foreign exchange impacts of 9% and 4%, respectively. Excluding foreign exchange impacts, revenues increased 71% and 40%, respectively.

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

•U.S. revenues were relatively flat during the third quarter of 2025 and year-to-date, primarily driven by higher demand, offset by lower average net selling prices.

40

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

•U.S. revenues increased 52% during the third quarter of 2025 and 70% year-to-date, primarily due to higher demand, partially offset by lower average net selling prices.

Cobenfy (xanomeline and trospium chloride) – a combination of xanomeline, a M1/M4 muscarinic agonist, and trospium chloride, a peripheral muscarinic antagonist, indicated for the treatment of schizophrenia in adults. Cobenfy was approved by the FDA in September 2024 and launched in the U.S. in October 2024 and Puerto Rico in January 2025.

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

Legacy Portfolio

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

•U.S. revenues increased 29% during the third quarter of 2025 and 7% year-to-date, primarily due to higher demand and changes in average net selling prices. Average net selling prices increased during the third quarter of 2025 and decreased on a year-to-date basis, mainly driven by the redesign of the Medicare Part D program.

•International revenues increased 16% during the third quarter of 2025 and 12% year-to-date, primarily due to higher demand and foreign exchange impacts of 6% and 3%, respectively. Excluding foreign exchange impacts, revenues increased 11% and 9%, respectively.

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

Revlimid (lenalidomide) — an oral immunomodulatory drug that in combination with dexamethasone is indicated for the treatment of patients with multiple myeloma. Revlimid as a single agent is also indicated as a maintenance therapy in patients with multiple myeloma following autologous hematopoietic stem cell transplant. Revlimid has received approvals for several indications in hematological malignancies including lymphoma and MDS.

•U.S. revenues decreased 60% during the third quarter of 2025 and 47% year-to-date, primarily due to lower demand driven by generic erosion and lower average net selling prices. Lower average net selling prices were impacted by the redesign of the Medicare Part D program during 2025.

•International revenues decreased 55% during the third quarter of 2025 and 47% year-to-date, primarily due to lower demand driven by generic erosion and foreign exchange impacts of (1)% year-to-date. Excluding foreign exchange impacts, revenues decreased 56% and 46%, respectively.

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

41

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

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

•International revenues decreased 61% during the third quarter of 2025 and 55% year-to-date, primarily due to generic erosion and foreign exchange impacts of 1% during the third quarter. Excluding foreign exchange impacts, revenues decreased 61% and 55%, respectively.

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

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

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

•International revenues decreased 24% during the third quarter of 2025 and 37% year-to-date, primarily due to lower demand driven by generic erosion and foreign exchange impacts of 1% and (1)%, respectively. Excluding foreign exchange impacts, revenues decreased 25% and 37%, respectively.

•In the U.S. (September 2024), EU and Japan, generic dasatinib products have entered the market.
Abraxane (paclitaxel albumin-bound particles for injectable suspension) — a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary Nab® technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.

•U.S. revenues decreased 84% during the third quarter of 2025 and 79% year-to-date, primarily due to lower demand driven by generic erosion.

Other legacy products — includes other mature brands.


42

Estimated End-User Demand

Pursuant to the SEC Consent Order described under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations— SEC Consent Order" in our 2024 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of September 30, 2025, for our U.S. distribution channels, and as of June 30, 2025, for our non-U.S. distribution channels.

In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which accounted for approximately 85% of total gross sales of U.S. products during the nine months ended September 30, 2025. Factors that may influence our estimates include generic erosion, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Camzyos is only available through a restricted program called the Camzyos REMS Program. Product distribution is limited to REMS certified pharmacies, and enrolled pharmacies must only dispense to patients who are authorized to receive Camzyos. Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS (Revlimid) and Pomalyst REMS programs, respectively. These are proprietary risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimid and Pomalyst. Internationally, Revlimid and Imnovid are distributed under mandatory risk-management distribution programs tailored to meet local authorities' specifications to provide for the products' safe and appropriate distribution and use. These programs may vary by country and, depending upon the country and the design of the risk-management program, the product may be sold through hospitals or retail pharmacies.

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business during the nine months ended September 30, 2025 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to certain limited exceptions, in our next annual report on Form 10-K.
43

Expenses
 Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions20252024% Change20252024% Change
Cost of products sold(a)
$3,435 $2,957 16 %$9,839 $9,156 7 %
Selling, general and administrative
1,789 1,983 (10)%5,086 6,278 (19)%
Research and development2,528 2,374 6 %7,365 7,968 (8)%
Acquired IPRD633 262 142 %2,328 13,343 (83)%
Amortization of acquired intangible assets831 2,406 (65)%2,491 7,179 (65)%
Other (income)/expense, net(108)234 (146)%725 588 23 %
Total Expenses$9,108 $10,216 (11)%$27,834 $44,512 (37)%
(a)    Excludes amortization of acquired intangible assets.

Cost of Products Sold

Cost of products sold increased by $478 million in the third quarter of 2025 and $683 million year-to-date, primarily due to higher alliance profit sharing and product mix. The year-to-date increase was partially offset by an impairment charge of $280 million recorded in 2024.

Selling, General and Administrative

Selling, general and administrative expense decreased by $194 million in the third quarter of 2025 and $1.2 billion year-to-date, primarily due to cost savings from the Company's ongoing strategic productivity initiative, including investment prioritization decisions. Additionally, year-to-date 2024 included cash settlements of unvested stock awards and other acquisition-related expenses of $372 million.

Research and Development

Research and development expense increased by $154 million in the third quarter of 2025, primarily due to an $85 million IPRD impairment charge and higher drug development costs as a result of recent acquisitions, partially offset by cost savings from the Company's ongoing strategic productivity initiative in 2025.

On a year-to-date basis, Research and development expense decreased $603 million, primarily due to the cash settlements of unvested stock awards and other acquisition-related expenses in 2024 ($348 million) as well as lower IPRD impairment charges ($205 million) and cost savings from the Company's ongoing strategic productivity initiative in 2025.

Acquired IPRD

Acquired IPRD charges resulting from upfront or contingent milestone payments in connection with asset acquisitions or licensing of third-party intellectual property rights were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Karuna asset acquisition (Note 4)$— $— $— $12,122 
BioNTech upfront fee (Note 3)
— — 1,500 — 
Philochem upfront fee (Note 4)
350 — 350 — 
SystImmune upfront fee and milestone (Note 3)
250 — 250 800 
BioArctic upfront fee (Note 4)— — 100 — 
Evotec designation and opt-in license fees25 125 108 170 
RayzeBio rights buy-out— 92 — 92 
Prothena opt-in license fee— — — 80 
Other 8 45 20 79 
Acquired IPRD $633 $262 $2,328 $13,343 

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets decreased by $1.6 billion in the third quarter of 2025 and $4.7 billion year-to-date, primarily due to the lower amortization expense related to Revlimid. The Revlimid acquired marketed product right was fully amortized in the fourth quarter of 2024.
44

Other (Income)/Expense, Net

Other (income)/expense, net changed by $342 million in the third quarter of 2025 and $137 million year-to-date as discussed below.

Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Interest expense$480 $505 $1,459 $1,451 
Royalty income - divestitures(286)(284)(844)(820)
Royalty and licensing income (276)(180)(697)(532)
Provision for restructuring75 78 432 558 
Investment income(161)(94)(438)(364)
Integration expenses 36 69 110 214 
Litigation and other settlements165 — 424 71 
Acquisition expenses— — 5 50 
Intangible asset impairments— 47 — 47 
Equity investment (gains)/losses(190)(12)(90)(221)
Contingent consideration
— — 336 — 
Other48 105 29 134 
Other (income)/expense, net
$(108)$234 $725 $588 

•Interest expense decreased in the third quarter of 2025 and increased year-to-date, primarily due to the timing of additional borrowings and maturities of debt instruments. Refer to "Item 1. Financial Statements—Note 10. Financing Arrangements" for further information.
•Royalties and licensing income includes $85 million of income recognized during the third quarter of 2025 in connection with the out-license of five early-stage immunology assets to a company that was newly-formed with Bain Capital Life Sciences. Refer to "Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for more information.
•Provision for restructuring includes exit and other costs primarily related to certain restructuring activities including the plans discussed further in "Item 1. Financial Statements—Note 6. Restructuring".
•Investment income increased in the third quarter of 2025 and year-to-date due to higher cash balances.
•Litigation and other settlements includes amounts related to a securities litigation matter in the third quarter of 2025. Year-to-date 2025 also includes amounts related to a pricing, sales and promotional practices dispute. Refer to "Item 1. Financial Statements— Note 18. Legal Proceedings and Contingencies" for more information.
•Equity investments generated higher gains during the third quarter of 2025, primarily driven by investments that have readily determinable fair values. Equity investments generated lower gains year-to-date 2025, driven by limited partnerships and other investments. Refer to "Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements" for more information.
•Contingent consideration year-to-date 2025 reflects the change in fair value of the contingent value rights associated with the Mirati acquisition. Refer to "Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements" for more information.
•Other includes pension settlement charges of $100 million and $119 million for the third quarter and year-to-date 2024, respectively, related to the termination of the Bristol-Myers Squibb Puerto Rico. Inc. Retirement Income pension plan.


45

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 provision
919 461 1,888 455 
Effective tax rate29.5 %27.5 %24.0 %(5.3)%
Impact of specified items(7.2)%(9.0)%(6.1)%193.7 %
Effective tax rate excluding specified items22.3 %18.5 %17.9 %188.4 %

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 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. For additional information on the impacts of the OBBBA, refer to "Item 1. Financial Statements — Note 7. Income Taxes".

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 third quarter of 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.

Excluding the impact of specified items, the change in effective tax rate for the three and nine months ended September 30, 2025 was primarily driven by jurisdictional earnings mix. On a year-to-date basis, the change in the effective tax rate was further impacted by the Karuna acquisition in 2024.

Non-GAAP Financial Measures

Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) divestiture gains or losses, (vii) stock compensation resulting from acquisition-related equity awards, (viii) pension, legal and other contractual settlement charges, (ix) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnerships and other investments), and (x) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates, as well as certain other significant tax items. We also provide international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on October 30, 2025 and are incorporated herein by reference.

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

46

Specified items were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions2025202420252024
Inventory purchase price accounting adjustments$13 $13 $38 $34 
Intangible asset impairment
— — — 280 
Site exit and other costs110 88 114 105 
Cost of products sold122 101 152 419 
Acquisition related charges(a)
— — 19 372 
Site exit and other costs1 7 6 19 
Selling, general and administrative
1 7 25 391 
IPRD impairments85 — 385 590 
Acquisition related charges(a)
— — — 348 
Site exit and other costs10 21 49 36 
Research and development95 21 434 974 
Amortization of acquired intangible assets831 2,406 2,491 7,179 
Interest expense(b)
(12)(12)(36)(37)
Provision for restructuring75 78 432 558 
Integration expenses36 69 110 214 
Litigation and other settlements179 — 425 61 
Acquisition expenses— — 5 50 
Intangible asset impairment
— 47 — 47 
Equity investment (gains)/losses(190)(13)(92)(222)
Contingent consideration— — 336 — 
Other 10 106 10 116 
Other (income)/expense, net98 275 1,189 787 
Increase to earnings/(loss) before income taxes
1,148 2,810 4,291 9,750 
Income taxes on items above(190)(371)(447)(1,296)
Specified tax charge/(benefit)(c)
160 — 160 (502)
Income taxes(31)(371)(287)(1,798)
Increase to net earnings/(loss) attributable to BMS
$1,117 $2,439 $4,004 $7,952 
(a) Includes cash settlement of unvested stock awards, and other related costs incurred in connection with the recent acquisitions.
(b) Includes amortization of purchase price adjustments to Celgene debt.
(c) Includes additional reserves for certain transfer pricing matters in 2025 and the release of tax reserves related to the resolution of the Celgene 2017-2019 IRS audit in 2024.

47

The reconciliations from GAAP to Non-GAAP were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Dollars in millions, except per share data2025202420252024
Net earnings/(loss) attributable to BMS
GAAP$2,201 $1,211 $5,967 $(9,020)
Specified items1,117 2,439 4,004 7,952 
Non-GAAP$3,318 $3,650 $9,971 $(1,068)
Weighted-average common shares outstanding – diluted2,039 2,031 2,039 2,026 
Diluted earnings/(loss) per share attributable to BMS
GAAP$1.08 $0.60 $2.93 $(4.45)
Specified items0.55 1.20 1.96 3.92 
Non-GAAP$1.63 $1.80 $4.89 $(0.53)

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net debt position was as follows:
Dollars in MillionsSeptember 30,
2025		December 31,
2024
Cash and cash equivalents$15,726 $10,346 
Marketable debt securities – current776 513 
Marketable debt securities – non-current406 320 
Total cash, cash equivalents and marketable debt securities16,909 11,179 
Short-term debt obligations(4,509)(2,046)
Long-term debt(44,469)(47,603)
Net debt position$(32,069)$(38,470)

We believe that our existing cash, cash equivalents and marketable debt securities, together with our ability to generate cash from operations and our access to short-term and long-term borrowings, are sufficient to satisfy our existing and anticipated cash needs, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, debt maturities, as well as any debt repurchases through redemptions or tender offers. During the nine months ended September 30, 2025, our net debt position decreased by $6.4 billion primarily driven by cash provided by operations of $12.2 billion, partially offset by dividend payments of $3.8 billion and payments for recent acquisitions, collaborations and milestones of $2.2 billion.

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 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.

Under our commercial paper program, we may issue a maximum of $5.0 billion of unsecured notes that have maturities of not more than 365 days from the date of issuance.

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

Dividend payments were $3.8 billion during the nine months ended September 30, 2025. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.

48

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.

Cash Flows

The following is a discussion of cash flow activities:
Nine Months Ended September 30,
Dollars in millions20252024
Cash flow provided by/(used in):
Operating activities$12,182 $10,751 
Investing activities(2,674)(21,156)
Financing activities(4,319)6,769 

Operating Activities

The $1.4 billion increase in cash provided by operating activities compared to 2024 was primarily driven by lower expenses due to the ongoing strategic productivity initiative, lower tax payments, and lower acquisition-related expenses, including the cash settlement of unvested stock awards in 2024, partially offset by higher GTN payments.

Investing Activities

The $18.5 billion change in cash used in investing activities compared to 2024 was due to higher acquisition-related payments of $19.5 billion in 2024, partially offset by lower net proceeds from marketable debt securities of $1.0 billion.

Financing Activities

The $11.1 billion change in cash provided by/(used in) financing activities compared to 2024 was primarily due to net debt borrowings of $10.5 billion in 2024 to fund our acquisitions.
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Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late-stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. The following are the developments in our marketed products and our late-stage pipeline since the start of the third quarter of 2025 as of October 30, 2025:

ProductIndicationDateDevelopments
Breyanzi
MZL
August 2025
Announced that the FDA accepted the sBLA for Breyanzi as a potential treatment for adults with relapsed or refractory MZL who have received at least two prior lines of systemic therapy. The FDA has assigned a PDUFA goal date of December 5, 2025. The application is based on the results from the Phase II TRANSCEND FL study.
Camzyos
oHCM
August 2025
Presented results from COLLIGO-HCM, a global retrospective real-world data study, at the European Society of Cardiology Congress 2025. The analysis showed that Camzyos (mavacamten) was associated with reductions in left ventricular outflow tract (LVOT) obstruction and improvements in symptom burden in a racially diverse population of patients with symptomatic oHCM treated in an international, real-world setting. The effectiveness and safety demonstrated in COLLIGO-HCM are consistent with results from randomized, controlled clinical trials and further support the growing body of evidence for Camzyos, the first and only approved cardiac myosin inhibitor, as a standard of care for New York Heart Association (NYHA) class II-III symptomatic oHCM.
iberdomide
RRMM
September 2025
Announced that the Phase III EXCALIBER-RRMM study evaluating iberdomide combined with standard therapies in patients with RRMM demonstrated a statistically significant improvement in minimal residual disease (MRD) negativity rates, compared with the control arm, in a planned interim analysis of the MRD endpoint. The safety profile of iberdomide in combination with daratumumab and dexamethasone in this study is generally consistent with previous studies.
izalontamab brengitecan
NSCLC
August 2025
Announced, with SystImmune, that the FDA granted Breakthrough Therapy Designation to izalontamab brengitecan (iza-bren) for the treatment of patients with locally advanced or metastatic NSCLC with mutated epidermal growth factor (EGFR) exon 19 deletions or exon 21 L858R substitution mutations whose disease has progressed on or after treatment with an EGFR tyrosine kinase inhibitor (TKI) and platinum-based chemotherapy. The FDA's decision was based on the efficacy and safety data from three ongoing clinical trials: BL-B01D1-101, BL-B01D1-203 and BL-B01D1-LUNG-101.
Opdivo + Yervoy
CRC
August 2025
Announced that Japan’s Ministry of Health Labour and Welfare approved Opdivo + Yervoy for the treatment of unresectable advanced or recurrent microsatellite instability-high (MSI-High) colorectal cancer. This approval is based on the results from the Phase III CheckMate-8HW study.
Reblozyl
Myelofibrosis-Associated Anemia
July 2025
Announced that the Phase III INDEPENDENCE trial evaluating Reblozyl with concomitant janus kinase inhibitor therapy in adult patients with myelofibrosis-associated anemia receiving red blood cell (RBC) transfusion did not meet its primary endpoint of RBC transfusion independence.
SotyktuPsAOctober 2025
Announced that the Phase III POETYK PsA-1 trial further confirmed the efficacy and safety of Sotyktu in adults with active PsA who were not previously treated with a biologic disease-modifying antirheumatic drug. The trial demonstrated that Sotyktu improved and maintained meaningful clinical responses, inhibition of radiographic progression and patient-reported outcomes through Week 52 in adults with active PsA.
July 2025
The FDA accepted for review the supplemental New Drug Application (sNDA) for Sotyktu for the treatment of adults with active psoriatic arthritis. The FDA assigned PDUFA goal date of March 6, 2026.

In addition, China's Center for Drug Evaluation of National Medical Products Administration and Japan's Ministry of Health, Labour and Welfare accepted sNDAs for Sotyktu in the same indication. The EMA has also validated the Type II variation application to expand the indication for Sotyktu to include this disease. The regulatory applications are based on the pivotal Phase III POETYK PsA-1 and POETYK PsA-2 trials.

50

Critical Accounting Policies

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

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on our current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions, alliances and other business development activities, the impact of any pandemic or epidemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug prices, including the potential for international reference pricing and most-favored nation drug pricing for our products, government actions relating to the imposition of new tariffs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. This Quarterly Report on Form 10-Q, our 2024 Form 10-K, particularly under the section "Item 1A. Risk Factors," and our other filings with the SEC, include additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 4. CONTROLS AND PROCEDURES

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

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

PART II—OTHER INFORMATION
51


Item 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

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

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

The following table summarizes the surrenders of our equity securities during the three months ended September 30, 2025: 
Period
Total Number of Shares Purchased(a)
Average Price Paid per Share(a)
Total Number of Shares Purchased as Part of Publicly Announced Programs(b)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs(b)
Dollars in millions, except per share data    
July 1 to 31, 202532,256 $47.39 — $5,014 
August 1 to 31, 202551,399 $45.10 — $5,014 
September 1 to 30, 202516,258 $46.44 — $5,014 
Three months ended September 30, 202599,913 — 
(a)Includes shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.
(b)In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. From time to time thereafter, the Board approved additional share repurchase authorizations totaling an amount of $25.0 billion, including the most recent authorization of $3.0 billion in December 2023. The remaining share repurchase capacity under the program was $5.0 billion as of September 30, 2025. Our share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangement

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).
Exhibit No.Description
31a.
31b.
32a.
32b.
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*    Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck & Co., Inc., Rahway, NJ, USA; Plavix is a trademark of Sanofi; and Tecentriq is a trademark of Genentech, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

53

SUMMARY OF ABBREVIATED TERMS

Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form 10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:
2024 Form 10-K
Annual Report on Form 10-K for the fiscal year ended December 31, 2024
MiratiMirati Therapeutics, Inc.
2024 Senior Unsecured Notes
Aggregate principal amount of $13.0 billion of senior unsecured notes issued by BMS in February 2024
MPMmalignant pleural mesothelioma
2seventy bio
2seventy bio, Inc.
MSI-Hmicrosatellite instability-high
aGVHDacute graft-versus-host diseaseMTAMethylthioadenosine
ADCantibody-drug conjugate
MZL
marginal zone lymphoma
ADPadenosine diphosphateNDANew Drug Application
ANDAAbbreviated New Drug Application
nHCM
Nonobstructive Hypertrophic Cardiomyopathy
AOCIAccumulated other comprehensive lossNHL
Non-Hodgkin's Lymphoma
AstraZeneca
AstraZeneca PLC
NKTnatural killer T
BCMAB-cell maturation antigen-directedNSCLCnon-small cell lung cancer
BioArcticBioArctic ABNTRKNeurotrophic Tropomyosin Receptor Kinase
BioNTech
BioNTech SE
NimbusNimbus Therapeutics
CAR-Tchimeric antigen receptor T-cellNVAFnon-valvular atrial fibrillation
CelgeneCelgene CorporationOBBBAOne Big Beautiful Bill Act
CERCLAU.S. Comprehensive Environmental Response, Compensation and Liability ActOECDOrganization for Economic Co-operation and Development
CGDPCoverage Gap Discount ProgramoHCMObstructive Hypertrophic Cardiomyopathy
CHMPCommittee for Medicinal Products for Human UseOnoOno Pharmaceutical Co., Ltd
CLLChronic Lymphocytic Leukemia
ORR
overall response rate
CMLchronic myeloid leukemiaPD-1programmed cell death protein 1
CRC
colorectal cancer
PD-L1
programmed death-ligand 1
CTLA4Cytotoxic T-lymphocyte Antigen-4
PDUFA
Prescription Drug User Fee Act
CVRContingent value rightPEpulmonary embolism
DLBCLDiffuse Large B-cell LymphomaPhilochemPhilochem AG
dMMRmismatch repair deficientPRMT5protein arginine methyltransferase 5
DVTdeep vein thrombosisPsApsoriatic arthritis
ECEuropean CommissionQuarterly Report on Form 10-Q
Quarterly Report on Form 10-Q for the quarter ended September 30, 2025
EMAEuropean Medicines AgencyR&Dresearch and development
EPSearnings per shareRArheumatoid arthritis
ES-SCLC
extensive stage small cell lung cancer
RayzeBioRayzeBio, Inc.
EUEuropean UnionRCCrenal cell carcinoma
Exchange Actthe Securities Exchange Act of 1934RDFVreadily determinable fair values
FASBFinancial Accounting Standards BoardREMSrisk evaluation and mitigation strategy
FDAU.S. Food and Drug Administration
RNA
ribonucleic acid
FLfollicular lymphomaRocheF. Hoffman-La Roche & Co.
GAAPgenerally accepted accounting principlesRPT
radiopharmaceutical therapeutics
GTNgross-to-net
RRMM
relapsed or refractory multiple myeloma
HCChepatocellular carcinomaRSring sideroblast
HCMhypertrophic cardiomyopathySanofiSanofi S.A.
HHSHealth and Human Services
sBLA
supplemental biologics license application
IND
investigational new drug
SECU.S. Securities and Exchange Commission
IPRDin-process research and developmentSLLSmall Lymphocytic Lymphoma
IRAInflation Reduction Act of 2022SPCSupplementary Protection Certificate
IRSInternal Revenue ServiceSystImmuneSystImmune, Inc.
JIAjuvenile idiopathic arthritisTCJA
Tax Cuts and Jobs Act of 2017
KarunaKaruna Therapeutics, Inc.
TNBC
triple negative breast cancer
KRASKirsten rat sarcomaUCulcerative colitis
LBCLLarge B-cell LymphomaUKUnited Kingdom
LNP
lipid nanoparticle
U.S.United States
MCLmantle cell lymphomaVATvalue added tax
MDSmyelodysplastic syndromes
VEGF-A
Vascular endothelial growth factor A
MerckMerck & Co.
54

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
BRISTOL-MYERS SQUIBB COMPANY
(REGISTRANT)
Date:October 30, 2025By:/s/ Christopher Boerner, Ph.D.
Christopher Boerner, Ph. D.
Chair of the Board and Chief Executive Officer
Date:October 30, 2025By:/s/ David V. Elkins
David V. Elkins
Chief Financial Officer
55

EXHIBIT 31a
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Boerner, certify that:
1.I have reviewed Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: October 30, 2025
/s/ Christopher Boerner, Ph.D.
Christopher Boerner, Ph.D.
Chair of the Board and Chief Executive Officer

EXHIBIT 31b
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David V. Elkins, certify that:
1.I have reviewed Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: October 30, 2025
 
/s/ David V. Elkins
David V. Elkins
Chief Financial Officer
 

EXHIBIT 32a
Certification by the Chief Executive Officer Pursuant to 18 U. S. C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, Christopher Boerner, hereby certify that, to the best of my knowledge, Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the "Report"), as filed with the Securities and Exchange Commission on October 30, 2025, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bristol-Myers Squibb Company.

 
/s/ Christopher Boerner, Ph.D.
Christopher Boerner, Ph.D.
Chair of the Board and Chief Executive Officer
October 30, 2025
 

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to Bristol-Myers Squibb Company and will be retained by Bristol-Myers Squibb Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32b
Certification by the Chief Financial Officer Pursuant to 18 U. S. C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, I, David V. Elkins, hereby certify that, to the best of my knowledge, Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the "Report"), as filed with the Securities and Exchange Commission on October 30, 2025, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bristol-Myers Squibb Company.

 
/s/ David V. Elkins
David V. Elkins
Chief Financial Officer
October 30, 2025
 

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to Bristol-Myers Squibb Company and will be retained by Bristol-Myers Squibb Company and furnished to the Securities and Exchange Commission or its staff upon request.