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BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
Dollars in millions, except per share data
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net product sales $ 12,588 $ 11,909 $ 23,756 $ 22,794
Alliance and other revenues 385 360 706 676
Total Revenues 12,973 12,269 24,462 23,470
Cost of products sold(a) 3,726 3,372 7,146 6,404
Selling, general and administrative 1,826 1,713 3,443 3,297
Research and development 2,959 2,580 5,608 4,837
Acquired IPRD — 1,508 94 1,695
Amortization of acquired intangible assets 437 830 874 1,660
Other (income)/expense, net (61) 494 (28) 833
Total Expenses 8,887 10,496 17,137 18,726
Earnings/(Loss) before income taxes 4,086 1,773 7,326 4,744
Income tax provision 770 460 1,331 969
Net earnings/(loss) 3,316 1,313 5,994 3,775
Noncontrolling interest (1) 2 — 9
Net earnings/(loss) attributable to BMS $ 3,317 $ 1,310 $ 5,994 $ 3,766
Earnings/(Loss) per common share:
Basic $ 1.62 $ 0.64 $ 2.94 $ 1.85
Diluted 1.62 0.64 2.93 1.85
(a) Excludes amortization of acquired intangible assets.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
Dollars in millions
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net earnings/(loss) $ 3,316 $ 1,313 $ 5,994 $ 3,775
Other comprehensive income/(loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges 33 (228) 93 (443)
Pension and postretirement benefits 1 2 7 3
Marketable debt securities (1) 1 (4) 1
Foreign currency translation 47 95 138 122
Total other comprehensive income/(loss) 79 (130) 234 (316)
Comprehensive income/(loss) 3,395 1,183 6,228 3,459
Comprehensive income/(loss) attributable to noncontrolling interest (1) 2 — 9
Comprehensive income/(loss) attributable to BMS $ 3,396 $ 1,181 $ 6,228 $ 3,450
The accompanying notes are an integral part of these consolidated financial statements.
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BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in millions
(UNAUDITED)
ASSETS June 30, 2026 December 31, 2025
Current assets:
Cash and cash equivalents $ 8,722 $ 10,209
Marketable debt securities 2,345 464
Receivables 10,553 11,414
Inventories 2,737 2,690
Other current assets 4,222 4,613
Total Current assets 28,579 29,390
Property, plant and equipment 7,791 7,543
Goodwill 21,740 21,754
Other intangible assets 17,387 19,103
Deferred income taxes 5,362 5,378
Marketable debt securities 397 396
Other non-current assets 6,378 6,474
Total Assets $ 87,634 $ 90,038
LIABILITIES
Current liabilities:
Short-term debt obligations $ 1,027 $ 2,261
Accounts payable 4,158 3,575
Other current liabilities 13,474 17,581
Total Current liabilities 18,659 23,417
Deferred income taxes 222 222
Long-term debt 42,093 42,850
Other non-current liabilities 4,341 5,043
Total Liabilities 65,315 71,533
Commitments and Contingencies (see Note 18)
EQUITY
BMS Shareholders’ equity:
Preferred stock — —
Common stock 292 292
Capital in excess of par value of stock 46,504 46,387
Accumulated other comprehensive loss (1,290) (1,524)
Retained earnings 20,316 16,896
Less cost of treasury stock (43,504) (43,579)
Total BMS Shareholders’ equity 22,319 18,473
Noncontrolling interest — 33
Total Equity 22,319 18,506
Total Liabilities and Equity $ 87,634 $ 90,038
The accompanying notes are an integral part of these consolidated financial statements.
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BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in millions
(UNAUDITED)
Six Months Ended June 30,
2026 2025
Cash Flows From Operating Activities:
Net earnings/(loss) $ 5,994 $ 3,775
Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities:
Depreciation and amortization, net 1,188 2,023
Deferred income taxes (34) (214)
Stock-based compensation 281 281
Impairment charges 834 318
Divestiture gains and royalties (176) (585)
Acquired IPRD 94 1,695
Equity investment (gains)/losses, net (248) 100
Contingent consideration fair value adjustments — 336
Other adjustments 22 (2)
Changes in operating assets and liabilities:
Receivables 504 (469)
Inventories (22) (165)
Accounts payable 380 (72)
Rebates and discounts (3,135) 254
Income taxes payable (335) (567)
Other (850) (837)
Net cash provided by operating activities 4,497 5,871
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities 964 744
Purchase of marketable debt securities (2,851) (1,257)
Proceeds from sales of equity investments 429 12
Capital expenditures (652) (621)
Divestiture and other proceeds 521 513
Acquisition and other payments, net of cash acquired (156) (363)
Net cash provided by/(used in) investing activities (1,745) (972)
Cash Flows From Financing Activities:
Other short-term financing obligations, net 191 426
Repayments of long-term debt (1,720) (643)
Dividends (2,570) (2,520)
Stock option proceeds and other, net (91) (92)
Net cash provided by/(used in) financing activities (4,190) (2,829)
Effect of exchange rates on cash, cash equivalents and restricted cash (58) 194
Increase/(decrease) in cash, cash equivalents and restricted cash (1,496) 2,264
Cash, cash equivalents and restricted cash at beginning of period 10,218 10,347
Cash, cash equivalents and restricted cash at end of period $ 8,722 $ 12,611
The accompanying notes are an integral part of these consolidated financial statements.
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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 June 30, 2026 and December 31, 2025, the results of operations for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025. 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, 2025 included in the 2025 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.
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 June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Research(a) $ 274 $ 291 $ 567 $ 605
Drug Development(b) 1,106 1,095 2,234 2,176
Other(c) 1,579 1,195 2,808 2,057
Research and development $ 2,959 $ 2,580 $ 5,608 $ 4,837
(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, costs to acquire a priority review voucher 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, including asset valuations; impairments of long-lived assets; charge-backs, cash discounts, sales rebates, returns and other adjustments; legal contingencies; and income taxes. Actual results may differ from estimates.
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Recently Adopted Accounting Standards
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. BMS adopted the new guidance prospectively, beginning on January 1, 2026. The adoption of this guidance did not have an impact on the Company's consolidated financial statements for prior transactions; however, the impact in subsequent periods will be dependent upon the nature of future business development activities.
Recently Issued Accounting Standards Not Yet Adopted
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. The new guidance will result in incremental disclosures within the footnotes to the Company's financial statements, and the Company is currently updating its financial reporting processes and systems to support the new disclosure requirements.
Note 2. REVENUE
The following table summarizes the disaggregation of revenue by nature:
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Net product sales $ 12,588 $ 11,909 $ 23,756 $ 22,794
Alliance revenues 104 119 198 208
Other revenues 281 241 508 468
Total Revenues $ 12,973 $ 12,269 $ 24,462 $ 23,470
The following table summarizes GTN adjustments:
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Gross product sales $ 18,179 $ 22,181 $ 35,105 $ 42,054
GTN adjustments(a)
Charge-backs and cash discounts (2,372) (3,407) (4,839) (6,365)
Medicaid and Medicare rebates (1,759) (4,516) (3,634) (8,356)
Other rebates, returns, discounts and adjustments (1,460) (2,348) (2,876) (4,538)
Total GTN adjustments(b) (5,592) (10,272) (11,349) (19,260)
Net product sales $ 12,588 $ 11,909 $ 23,756 $ 22,794
(a) Includes reductions/(increases) to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $88 million and $67 million for
the three and six months ended June 30, 2026 and $42 million and $331 million for the three and six months ended June 30, 2025, respectively.
(b) Includes U.S. GTN adjustments of $4.7 billion and $9.5 billion for the three and six months ended June 30, 2026 and $9.5 billion and $17.6 billion for the
three and six months ended June 30, 2025, respectively.
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The following table summarizes the disaggregation of revenue by product and region:
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Growth Portfolio
Opdivo $ 2,485 $ 2,560 $ 4,631 $ 4,824
Opdivo Qvantig 261 30 424 38
Orencia 1,034 963 1,852 1,733
Yervoy 769 728 1,420 1,351
Reblozyl 735 568 1,291 1,046
Breyanzi 484 344 896 607
Opdualag 349 284 644 537
Camzyos 416 260 729 419
Zeposia 169 150 287 257
Sotyktu 87 70 156 126
Krazati 55 48 105 96
Cobenfy 63 35 119 62
Other Growth products(a) 653 557 1,234 1,063
Total Growth Portfolio 7,560 6,596 13,787 12,159
Legacy Portfolio
Eliquis 4,481 3,680 8,617 7,245
Revlimid 425 838 773 1,774
Pomalyst/Imnovid 204 708 717 1,366
Sprycel 88 120 160 295
Abraxane 55 105 105 210
Other Legacy products(b) 170 223 326 421
Total Legacy Portfolio 5,422 5,673 10,699 11,311
Other revenue(c) (9) — (23) —
Total Revenues $ 12,973 $ 12,269 $ 24,462 $ 23,470
United States $ 8,991 $ 8,519 $ 16,779 $ 16,392
International 3,664 3,481 7,108 6,590
Other(d) 318 270 575 488
Total Revenues $ 12,973 $ 12,269 $ 24,462 $ 23,470
(a) Includes Abecma, Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues, including royalties received from Merck on Winrevair*.
(b) Includes other mature brands.
(c) Includes revenue hedging activities in 2026.
(d) Other revenues include royalties and alliance-related revenues for products not sold by BMS's regional commercial organizations, including royalties received from Merck on Winrevair*.
Revenue recognized from performance obligations satisfied in prior periods was $356 million and $577 million for the three and six months ended June 30, 2026 and $230 million and $674 million for the three and six months ended June 30, 2025, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.
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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 June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Revenues from alliances:
Net product sales $ 4,485 $ 3,720 $ 8,633 $ 7,355
Alliance revenues 104 119 198 208
Total alliance revenues $ 4,588 $ 3,840 $ 8,831 $ 7,563
Payments to/(from) alliance partners:
Cost of products sold $ 2,206 $ 1,827 $ 4,272 $ 3,615
Selling, general and administrative (85) (68) (151) (133)
Research and development 81 75 152 151
Acquired IPRD — 1,500 — 1,500
Other (income)/expense, net (12) (10) (24) (22)
Dollars in millions June 30, 2026 December 31, 2025
Selected alliance balance sheet information:
Receivables – from alliance partners $ 185 $ 198
Accounts payable – to alliance partners 2,190 1,684
Deferred income – from alliances(a) 156 175
(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 2025 Form 10-K. Significant developments and updates related to alliances during the six months ended June 30, 2026 and 2025 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 several indications, including in CRC, ES-SCLC, NSCLC and 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 during the third quarter of 2025, which was recorded as Acquired IPRD during the three months ended June 30, 2025. BioNTech will also receive $2.0 billion in aggregate of anniversary payments, which will be payable beginning in the third quarter of 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.
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Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS
Acquisitions
2seventy bio
On May 13, 2025, BMS completed the acquisition of 2seventy bio, which provided 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.
The results of operations and cash flows for 2seventy bio were included in the consolidated financial statements commencing on the acquisition date and were not material. Historical financial results of the acquired entity were not significant.
Divestitures
The following table summarizes the financial impact of divestitures including royalties, which 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 June 30,
Net Proceeds Divestiture (Gains)/Losses Royalty Income
Dollars in millions 2026 2025 2026 2025 2026 2025
Diabetes business - royalties $ — $ 276 $ — $ — $ — $ (286)
Mature products and other(a) 207 1 (138) 1 — —
Total $ 207 $ 277 $ (138) $ 1 $ — $ (286)
Six Months Ended June 30,
Net Proceeds Divestiture (Gains)/Losses Royalty Income
Dollars in millions 2026 2025 2026 2025 2026 2025
Diabetes business - royalties $ 273 $ 552 $ — $ — $ — $ (558)
Mature products and other(a) 235 11 (162) (7) — —
Total $ 508 $ 563 $ (162) $ (7) $ — $ (558)
(a) Includes net cash proceeds of $164 million and a divestiture gain of $109 million related to the sale of BMS's 60% ownership stake in Sino-American Shanghai Squibb Pharmaceuticals Limited during the three months ended June 30, 2026.
Diabetes Business
As part of the BMS diabetes termination agreement with AstraZeneca, BMS received royalty payments of 14% in 2025 based on net sales. Royalty payments under this agreement terminated as of December 31, 2025.
Licensing and Other Arrangements
The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Keytruda* royalties $ (149) $ (132) $ (308) $ (284)
Tecentriq* royalties (12) (11) (26) (23)
Contingent milestone income — — — (40)
Amortization of deferred income (12) (12) (24) (24)
Other royalties and licensing income (13) (7) (23) (51)
Royalty and licensing income $ (186) $ (162) $ (381) $ (421)
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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 is obligated to pay 2.5% royalties on global sales of Keytruda* 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
Hengrui License Agreements
In May 2026, BMS and Hengrui entered into global strategic collaboration and license agreements to advance a portfolio of 13 early stage assets in oncology, hematology and immunology. BMS has exclusive worldwide rights to all assets outside of Chinese mainland, Hong Kong SAR and Macau SAR (the "Hengrui Territory"), and Hengrui has exclusive rights to all assets within the Hengrui Territory. The transaction closed in July 2026.
BMS will make an upfront payment to Hengrui of $600 million in the third quarter of 2026 and a $175 million anniversary payment, payable in 2027. Hengrui will also be eligible to receive a second $175 million anniversary payment, which will be payable in 2028 provided that there is no prior termination of the agreement by BMS, and up to $14.3 billion of contingent development, regulatory and sales-based milestones. Additionally, Hengrui will be eligible to receive tiered royalties on future net sales of all products outside of the Hengrui Territory.
Priority Review Voucher
BMS acquired a priority review voucher for $220 million, which was recorded as Research and development expense during the three months ended June 30, 2026.
Reblozyl and Winrevair* License Agreements
BMS and Merck are parties to a global licensing agreement pursuant to which BMS licenses Reblozyl from Merck. Under the agreement, BMS is responsible for the development and commercialization of Reblozyl. BMS pays tiered royalties to Merck ranging from 20% to 24% of net sales, which are recorded in Cost of products sold. Royalty expense incurred by BMS under the agreement was $165 million and $289 million during the three and six months ended June 30, 2026 and $122 million and $228 million during the three and six months ended June 30, 2025, respectively.
Additionally, BMS and Merck are parties to a separate global licensing agreement pursuant to which Merck licenses Winrevair*, a novel activin signaling inhibitor indicated for the treatment of adults with pulmonary arterial hypertension, from BMS. Under the agreement, Merck is responsible for the development and commercialization of Winrevair*. BMS receives royalties from Merck equal to 22% of net sales, which are recorded in Other revenues. Royalties earned by BMS under the agreement were $131 million and $255 million during the three and six months ended June 30, 2026 and $78 million and $124 million during the three and six months ended June 30, 2025, respectively.
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Note 5. OTHER (INCOME)/EXPENSE, NET
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Interest expense $ 407 $ 485 $ 818 $ 979
Royalty income - divestitures (Note 4) — (286) — (558)
Royalty and licensing income (Note 4) (186) (162) (381) (421)
Investment income (101) (139) (205) (277)
Provision for restructuring (Note 6) 56 223 61 356
Litigation and other settlements(a) 5 1 8 259
Contingent consideration(b) — 336 — 336
Equity investment (gains)/losses, net (Note 9) (114) 22 (248) 100
Integration expenses (Note 6) 17 32 36 74
Divestiture (gains)/losses (Note 4) (138) 1 (162) (7)
Other (6) (19) 45 (6)
Other (income)/expense, net $ (61) $ 494 $ (28) $ 833
(a) Includes amounts related to pricing, sales and promotional practices disputes in 2025.
(b) During the three months ended June 30, 2025, BMS recorded a $336 million charge, reflecting a change in the fair value of the Mirati contingent value rights, which was primarily driven by revised assumptions around the probability of achieving a specified regulatory milestone.
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. Total charges for the 2023 Restructuring Plan are expected to be approximately $2.5 billion through 2027, with $1.8 billion incurred to date. The remaining charges consist primarily of site exit costs, including impairment and accelerated depreciation of property, plant and equipment, and employee termination costs.
Other Acquisition Plans
Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from acquisitions. For these plans, the remaining charges of approximately $45 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.
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The following provides the charges related to restructuring initiatives by type of cost:
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
2023 Restructuring Plan $ (49) $ 231 $ (69) $ 374
Other Acquisition Plans 17 48 39 95
Total charges $ (32) $ 279 $ (31) $ 469
Employee termination costs $ 48 $ 220 $ 46 $ 352
Other termination costs 8 3 14 4
Provision for restructuring 56 223 61 356
Integration expenses 17 32 36 74
Accelerated depreciation — 12 — 27
Asset impairments 1 10 3 18
Other shutdown (income)/expense, net (106) 2 (130) (5)
Total charges $ (32) $ 279 $ (31) $ 469
Cost of products sold $ 2 $ 3 $ 2 $ 5
Selling, general and administrative — 3 — 5
Research and development 3 18 5 39
Other (income)/expense, net (37) 255 (38) 421
Total charges $ (32) $ 279 $ (31) $ 469
The following summarizes the charges and spending related to restructuring plan activities:
Six Months Ended June 30,
Dollars in millions 2026 2025
Beginning balance $ 315 $ 297
Provision for restructuring 61 356
Payments (221) (310)
Foreign currency translation and other (4) 10
Ending balance $ 150 $ 353
Note 7. INCOME TAXES
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Earnings/(Loss) before income taxes $ 4,086 $ 1,773 $ 7,326 $ 4,744
Income tax provision 770 460 1,331 969
Effective tax rate 18.8 % 25.9 % 18.2 % 20.4 %
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 decreases in the effective tax rates for the second quarter of 2026 and year-to-date were primarily driven by jurisdictional earnings mix, including the impact of amortization of acquired intangible assets, partially offset by the income tax impact of the BioNTech collaboration in 2025.
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 code.
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 2022, BMS entered the IRS administrative appeals process to resolve these matters, and that appeals process is ongoing. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements. BMS believes that it has adequately provided for all open tax years by jurisdiction.
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Note 8. EARNINGS/(LOSS) PER SHARE
Three Months Ended June 30, Six Months Ended June 30,
Amounts in millions, except per share data 2026 2025 2026 2025
Net earnings/(loss) attributable to BMS $ 3,317 $ 1,310 $ 5,994 $ 3,766
Weighted-average common shares outstanding – basic 2,042 2,035 2,040 2,033
Incremental shares attributable to share-based compensation plans 6 3 8 6
Weighted-average common shares outstanding – diluted 2,048 2,038 2,048 2,039
Earnings/(Loss) per common share
Basic $ 1.62 $ 0.64 $ 2.94 $ 1.85
Diluted 1.62 0.64 2.93 1.85
The total number of potential shares of common stock excluded from the diluted earnings/(loss) per common share computation because of the antidilutive impact was not material for the three and six months ended June 30, 2026 and 2025.
Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
June 30, 2026 December 31, 2025
Dollars in millions Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Cash and cash equivalents
Money market and other securities $ — $ 6,175 $ — $ — $ 6,891 $ —
Marketable debt securities
Certificates of deposit — 2,193 — — 350 —
Corporate debt securities — 414 — — 439 —
U.S. Treasury securities — 135 — — 71 —
Derivative assets — 394 — — 303 —
Equity investments 325 — 109 552 — 85
Derivative liabilities — 123 — — 123 —
Contingent consideration liability
Contingent value rights(a) — — 607 3 — 607
(a) Includes the fair value of contingent value rights associated with the Mirati acquisition. The fair value of contingent value rights was estimated using a probability-weighted expected return method.
As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2025 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). Equity investments subject to contractual sale restrictions were not material as of June 30, 2026 and December 31, 2025.
Marketable Debt Securities
The amortized cost for marketable debt securities approximates its fair value and these securities mature within five years as of June 30, 2026 and December 31, 2025.
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Equity Investments
The following summarizes the carrying amount of equity investments:
Dollars in millions June 30, 2026 December 31, 2025
Equity investments with RDFV $ 325 $ 552
Equity investments without RDFV 810 806
Limited partnerships and other investments 855 738
Total equity investments $ 1,989 $ 2,096
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 June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Equity investments with RDFV
Net (gains)/losses recognized $ (50) $ (4) $ (85) $ 1
Less: net (gains)/losses recognized on investments sold (1) 2 (7) 5
Net unrealized (gains)/losses recognized on investments still held (49) (6) (78) (4)
Equity investments without RDFV
Upward adjustments (6) (11) (177) (11)
Net realized (gains)/losses recognized on investments sold — — 35 19
Impairments and downward adjustments 2 — 64 45
Limited partnerships and other investments
Equity in net (income)/loss of affiliates and other adjustments (60) 37 (85) 46
Total equity investment (gains)/losses $ (114) $ 22 $ (248) $ 100
Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without RDFV still held as of June 30, 2026 were $297 million and $182 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). Beginning in 2026, gains and losses on foreign currency cash flow hedges related to intercompany inventory sales, which were previously presented in Cost of products sold, are now presented in Alliance and other revenues due to a change in the nature of the hedged item. As of June 30, 2026, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax gains of $11 million into Alliance and other revenues 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 $3.9 billion for the euro contracts and $941 million for the Japanese yen contracts as of June 30, 2026.
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 June 30, 2026.
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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 $560 million as of June 30, 2026 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 $199 million as of June 30, 2026. 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 June 30, 2026, the notional amounts for both of these contracts were zero.
During the three and six months ended June 30, 2026 and 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 hedged item.
Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.
The following table summarizes the fair value and the notional values of outstanding derivatives:
June 30, 2026 December 31, 2025
Asset(a) Liability(b) Asset(a) Liability(b)
Dollars in millions Notional Fair Value Notional Fair Value Notional Fair Value Notional Fair Value
Designated as cash flow hedges
Foreign currency exchange contracts $ 5,459 $ 206 $ 507 $ (45) $ 5,074 $ 145 $ 1,542 $ (64)
Cross-currency swap contracts 584 61 — — 584 65 — —
Designated as net investment hedges
Cross-currency swap contracts 362 47 199 (21) 362 39 345 (48)
Designated as fair value hedges
Interest rate swap contracts 1,700 10 3,155 (22) 4,000 46 555 (5)
Not designated as hedges
Foreign currency exchange contracts 3,015 60 1,700 (34) 1,887 8 667 (5)
Total return swap contracts(c) 486 11 — — — — 447 (1)
(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.
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The following table summarizes the financial statement classification and amount of gains and losses recognized on hedges:
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Dollars in millions Gains/(losses) recognized in Alliance and other revenues (Gains)/losses recognized in Other (income)/expense, net Gains/(losses) recognized in Alliance and other revenues (Gains)/losses recognized in Other (income)/expense, net
Foreign currency exchange contracts $ (9) $ (16) $ (23) $ (38)
Cross-currency swap contracts — (1) — 11
Interest rate swap contracts — (4) — (9)
Forward interest rate contracts — (1) — (3)
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Dollars in millions (Gains)/losses recognized in Cost of products sold (Gains)/losses recognized in Other (income)/expense, net (Gains)/losses recognized in Cost of products sold (Gains)/losses recognized in Other (income)/expense, net
Foreign currency exchange contracts $ 13 $ 8 $ (13) $ 24
Cross-currency swap contracts — (76) — (126)
Interest rate swap contracts — — — (1)
Forward interest rate contracts — (2) — (3)
The following table summarizes the effect of derivative instruments designated as hedges in Other comprehensive income/(loss):
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Derivatives designated as cash flow hedges
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss) $ 24 $ (299) $ 91 $ (515)
Reclassified to Alliance and other revenues 9 — 23 —
Reclassified to Cost of products sold — 13 — (13)
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss) 8 70 (5) 94
Reclassified to Other (income)/expense, net 2 (73) 19 (121)
Forward interest rate contract gains/(losses):
Reclassified to Other (income)/expense, net (1) (2) (3) (3)
Derivatives designated as net investment hedges
Cross-currency swap contracts gains/(losses):
Recognized in Other comprehensive income/(loss) 6 (45) 16 (63)
Foreign currency exchange contracts gains/(losses):
Recognized in Other comprehensive income/(loss) 14 (15) 14 (78)
Note 10. FINANCING ARRANGEMENTS
Short-term debt obligations include:
Dollars in millions June 30, 2026 December 31, 2025
Non-U.S. short-term financing obligations $ 259 $ 284
Current portion of Long-term debt 768 1,977
Short-term debt obligations $ 1,027 $ 2,261
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.
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Long-term debt and the current portion of Long-term debt include:
Dollars in millions June 30, 2026 December 31, 2025
Principal value $ 42,421 $ 44,323
Adjustments to principal value:
Fair value of interest rate swap contracts (12) 41
Unamortized basis adjustment from swap terminations 54 60
Unamortized bond discounts and issuance costs (335) (347)
Unamortized purchase price adjustments of Celgene debt 734 751
Total $ 42,861 $ 44,827
Current portion of Long-term debt $ 768 $ 1,977
Long-term debt 42,093 42,850
Total $ 42,861 $ 44,827
The fair value of Long-term debt, including the current portion, was $39.2 billion as of June 30, 2026 and $41.5 billion as of December 31, 2025 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 six months ended June 30, 2026, $1.7 billion of debt matured and was repaid, including the $1.2 billion 3.20% Notes and $500 million of floating rate notes.
During the six months ended June 30, 2025, the €575 million 1.000% Euro Notes matured and were repaid.
Interest payments were $789 million and $1.0 billion for the six months ended June 30, 2026 and 2025, respectively, net of amounts related to interest rate swap contracts.
Guarantees
See “Note 10. Financing Arrangements” in our 2025 Form 10-K for information on BMS’s guarantee of debt.
Credit Facilities
As of June 30, 2026 and December 31, 2025, BMS had a five-year $5.0 billion revolving credit facility, which is extendable annually by one year with the consent of the lenders. In January 2026, the Company extended the termination date of the credit facility from January 2030 to January 2031. The facility provides for customary terms and conditions with no financial covenants and is used to provide backup liquidity for the Company's commercial paper borrowings. No borrowings were outstanding under the revolving credit facility as of June 30, 2026 and December 31, 2025.
Note 11. RECEIVABLES
Dollars in millions June 30, 2026 December 31, 2025
Trade receivables $ 9,962 $ 11,370
Less charge-backs and cash discounts (826) (1,720)
Less allowance for expected credit loss (59) (58)
Net trade receivables 9,077 9,592
Alliance, royalties, VAT and other 1,475 1,821
Receivables $ 10,553 $ 11,414
Non-U.S. receivables sold on a nonrecourse basis were $68 million and $147 million for the six months ended June 30, 2026 and 2025, respectively. Receivables from the three largest customers in the U.S. represented 71% and 75% of total trade receivables as of June 30, 2026 and December 31, 2025, respectively.
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Note 12. INVENTORIES
Dollars in millions June 30, 2026 December 31, 2025
Finished goods $ 993 $ 900
Work in process 3,035 3,159
Raw and packaging materials 341 281
Total inventories $ 4,369 $ 4,340
Inventories $ 2,737 $ 2,690
Other non-current assets 1,632 1,650
Note 13. PROPERTY, PLANT AND EQUIPMENT
Dollars in millions June 30, 2026 December 31, 2025
Land $ 157 $ 157
Buildings 7,933 7,270
Machinery, equipment and fixtures 3,955 3,790
Construction in progress 1,296 1,619
Gross property, plant and equipment 13,340 12,836
Less accumulated depreciation (5,549) (5,293)
Property, plant and equipment $ 7,791 $ 7,543
Depreciation expense was $139 million and $279 million for the three and six months ended June 30, 2026 and $165 million and $330 million for the three and six months ended June 30, 2025, respectively.
Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amounts in Goodwill were as follows:
Dollars in millions
Balance at December 31, 2025 $ 21,754
Currency translation and other adjustments (14)
Balance at June 30, 2026 $ 21,740
Other Intangible Assets
Other intangible assets consisted of the following:
Estimated Useful Lives June 30, 2026 December 31, 2025
Dollars in millions Gross carrying amounts Accumulated amortization Other intangible assets, net Gross carrying amounts Accumulated amortization Other intangible assets, net
R&D technology 6 years $ 1,980 $ (770) $ 1,210 $ 1,980 $ (605) $ 1,375
Acquired marketed product rights 3 – 17 years 61,353 (52,323) 9,030 61,385 (51,646) 9,739
Capitalized software 3 – 10 years 1,509 (1,133) 376 1,453 (1,064) 389
IPRD 6,770 — 6,770 7,600 — 7,600
Total $ 71,612 $ (54,226) $ 17,387 $ 72,418 $ (53,315) $ 19,103
Amortization expense of Other intangible assets was $471 million and $943 million during the three and six months ended June 30, 2026 and $864 million and $1.7 billion for the three and six months ended June 30, 2025, respectively.
During the three and six months ended June 30, 2026, IPRD impairment charges of $420 million and $830 million, respectively, were recorded in Research and development expense. The charges primarily reflect a partial write-down of an oncology asset based on recent clinical results and development plan changes. The six months ended June 30, 2026 also includes a partial write-down of a radiopharmaceutical asset driven by an indication realignment within our portfolio.
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During the three months ended June 30, 2025, $300 million of IPRD impairment charges were recorded in Research and development expense for two oncology assets. The charges represented a partial write-down of each asset driven by revised cash flow projections and updated clinical development timelines.
Note 15. SUPPLEMENTAL FINANCIAL INFORMATION
Dollars in millions June 30, 2026 December 31, 2025
Income taxes $ 2,339 $ 2,920
Research and development 818 753
Contract assets 108 192
Other 957 748
Other current assets $ 4,222 $ 4,613
Dollars in millions June 30, 2026 December 31, 2025
Equity investments (Note 9) $ 1,989 $ 2,096
Operating leases 1,486 1,582
Inventories (Note 12) 1,632 1,650
Pension and postretirement 332 330
Research and development 239 250
Other 700 566
Other non-current assets $ 6,378 $ 6,474
Dollars in millions June 30, 2026 December 31, 2025
Rebates and discounts $ 5,654 $ 8,844
Income taxes 806 979
Employee compensation and benefits 881 1,561
Research and development 1,562 1,434
Dividends 1,288 1,283
Interest 587 484
Royalties 552 537
Operating leases 207 202
Other 1,938 2,256
Other current liabilities $ 13,474 $ 17,581
Dollars in millions June 30, 2026 December 31, 2025
Income taxes $ 830 $ 1,407
Pension and postretirement 307 330
Operating leases 1,726 1,826
Deferred income 142 169
Deferred compensation 521 487
Contingent value rights (Note 9) 607 607
Other 208 216
Other non-current liabilities $ 4,341 $ 5,043
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Note 16. EQUITY
The following table summarizes changes in equity during the six months ended June 30, 2026:
Common Stock Capital in Excess of Par Value of Stock Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Noncontrolling Interest
Dollars and shares in millions Shares Par Value Shares Cost
Balance at December 31, 2025 2,923 $ 292 $ 46,387 $ (1,524) $ 16,896 887 $ (43,579) $ 33
Net earnings/(loss) — — — — 2,677 — — 1
Other comprehensive income/(loss) — — — 155 — — — —
Cash dividends declared $0.63 per share — — — — (1,286) — — —
Stock compensation — — (13) — — (6) 64 —
Balance at March 31, 2026 2,923 $ 292 $ 46,374 $ (1,370) $ 18,287 881 $ (43,515) $ 34
Net earnings/(loss) — — — — 3,317 — — (1)
Other comprehensive income/(loss) — — — 79 — — — —
Cash dividends declared $0.63 per share — — — — (1,288) — — —
Stock compensation — — 130 — — (1) 11 —
Distributions and other — — — — — — — (33)
Balance at June 30, 2026 2,923 $ 292 $ 46,504 $ (1,290) $ 20,316 880 $ (43,504) $ —
The following table summarizes changes in equity during the six months ended June 30, 2025:
Common Stock Capital in Excess of Par Value of Stock Accumulated Other Comprehensive Loss Retained Earnings Treasury Stock Noncontrolling Interest
Dollars and shares in millions Shares Par Value Shares Cost
Balance at December 31, 2024 2,923 $ 292 $ 46,024 $ (1,238) $ 14,912 894 $ (43,655) $ 53
Net earnings/(loss) — — — — 2,456 — — 6
Other comprehensive income/(loss) — — — (185) — — — —
Cash dividends declared $0.62 per share — — — — (1,262) — — —
Stock compensation — — (13) — — (6) 59 —
Balance at March 31, 2025 2,923 $ 292 $ 46,011 $ (1,424) $ 16,106 888 $ (43,597) $ 59
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, 2025 2,923 $ 292 $ 46,134 $ (1,554) $ 16,154 888 $ (43,590) $ 54
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The components of Other comprehensive income/(loss) were as follows:
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Dollars in millions Pretax Tax After Tax Pretax Tax After Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss) $ 33 $ (6) $ 26 $ 86 $ (22) $ 65
Reclassified to net earnings(a) 10 (3) 7 39 (11) 28
Derivatives qualifying as cash flow hedges 42 (10) 33 126 (33) 93
Pension and postretirement benefits
Actuarial gains/(losses) — — — 2 — 2
Amortization(b) 2 — 1 4 (1) 2
Settlements(b) — — — 5 (1) 4
Pension and postretirement benefits 2 — 1 10 (3) 7
Marketable debt securities
Unrealized gains/(losses) (2) — (1) (5) 1 (4)
Foreign currency translation 51 (5) 47 144 (7) 138
Other comprehensive income/(loss) $ 94 $ (14) $ 79 $ 275 $ (41) $ 234
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Dollars in millions Pretax Tax After Tax Pretax Tax After Tax
Derivatives qualifying as cash flow hedges:
Recognized in other comprehensive income/(loss) $ (229) $ 48 $ (181) $ (420) $ 85 $ (335)
Reclassified to net earnings(a) (59) 12 (47) (136) 28 (108)
Derivatives qualifying as cash flow hedges (288) 60 (228) (556) 113 (443)
Pension and postretirement benefits
Amortization(b) 2 — 2 4 (1) 3
Marketable debt securities
Unrealized gains/(losses) 1 — 1 1 — 1
Foreign currency translation 81 14 95 90 32 122
Other comprehensive income/(loss) $ (204) $ 74 $ (130) $ (461) $ 144 $ (316)
(a)Included in Alliance and other revenues, Cost of products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.
(b)Included in Other (income)/expense, net.
The accumulated balances related to each component of Other comprehensive income/(loss), net of taxes, were as follows:
Dollars in millions June 30, 2026 December 31, 2025
Derivatives qualifying as cash flow hedges $ 130 $ 37
Pension and postretirement benefits (559) (566)
Marketable debt securities (1) 3
Foreign currency translation(a) (860) (997)
Accumulated other comprehensive loss $ (1,290) $ (1,524)
(a)Includes net investment hedge gains of $128 million and $105 million as of June 30, 2026 and December 31, 2025, respectively.
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Note 17. EMPLOYEE STOCK BENEFIT PLANS
Stock-based compensation expense was as follows:
Three Months Ended June 30, Six Months Ended June 30,
Dollars in millions 2026 2025 2026 2025
Cost of products sold $ 15 $ 16 $ 31 $ 31
Selling, general and administrative 56 56 113 112
Research and development 64 66 137 138
Total stock-based compensation expense $ 135 $ 138 $ 281 $ 281
Income tax benefit $ 28 $ 29 $ 58 $ 59
The number of units granted and the weighted-average fair value on the grant date for the six months ended June 30, 2026 were as follows:
Units in millions Units Weighted-Average Fair Value
Restricted stock units 10.8 $ 54.13
Market share units 1.0 $ 62.54
Performance share units 0.5 $ 58.43
Dollars in millions Restricted Stock Units Market Share Units Performance Share Units
Unrecognized compensation cost $ 1,085 $ 104 $ 57
Expected weighted-average period in years of compensation cost to be recognized 2.7 2.1 1.8
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."
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INTELLECTUAL PROPERTY
Camzyos - U.S.
In May and June 2026, BMS received Notice Letters from Aurobindo Pharma Ltd. ("Aurobindo"), Zenara Pharma Pvt. Ltd. ("Zenara"), Micro Labs Ltd. ("Micro Labs"), Dr. Reddy's Laboratories Limited ("DRL"), Annora Pharma Private Limited ("Annora"), Apotex Inc. ("Apotex"), and MSN Laboratories Pvt. Ltd. ("MSN") notifying BMS that each had filed an ANDA containing a paragraph IV certification seeking approval to market a generic mavacamten product in the U.S. before the expiration of certain BMS patents. In response, BMS initiated patent infringement actions against each company in the U.S. District Court for the District of Delaware.
Eliquis - U.S.
In November 2025, BMS received a Notice Letter from Azurity Pharmaceuticals, Inc. (“Azurity”) notifying BMS that Azurity had filed a 505(b)(2) application containing a paragraph IV certification seeking approval to market apixaban products in the U.S. and challenging a formulation patent listed in the Orange Book for Eliquis but not the composition of matter patent. In response, BMS and Pfizer initiated a patent infringement action against Azurity in the U.S. District Court for the District of Delaware.
Eliquis - Europe
BMS is involved in litigations throughout Europe against companies seeking to launch generic apixaban products prior to the expiration of the composition-of-matter patent for Eliquis and its associated SPCs. Litigations are pending or have concluded in Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Finland, France, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.
To date, courts in these jurisdictions have rendered the following decisions:
•The court made a final negative decision in the UK, and generics are now on the market there.
•The courts made final positive decisions in Norway, Spain, Sweden, and Switzerland. In addition, the courts made initial positive decisions in France, Belgium, Croatia, Hungary, and the Netherlands which are now final, following settlement.
•The courts made initial negative decisions in Finland, Ireland, and Slovakia. In Finland and Ireland, the appeals court overturned the initial decisions and remanded the cases to the lower court. The case in Ireland is now settled.
•The courts made initial positive decisions in Denmark, the Czech Republic, Greece, and Portugal. In Denmark, an appeal is pending. In Portugal and Greece, the positive decisions were upheld on appeal. In the Czech Republic, the appeals court remanded the case to the lower court, which confirmed the positive decision.
One or more generics have entered the market in Poland 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.
PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION
Plavix* Texas Litigation
In November 2025, BMS and certain Sanofi entities were named defendants in a Texas state court action in Harrison County, Texas brought by the attorney general of Texas (the “Texas AG") and by a qui tam relator on behalf of the State of Texas relating to the labeling, sales, and promotion of Plavix*. The case was removed to the U.S. District Court for the Eastern District of Texas but was remanded to state court in Harrison County in March 2026. Also in November 2025, BMS and certain Sanofi entities sued the Texas AG in state court in Travis County, Texas to enjoin the Texas AG's lawsuit, although in April 2026 the Travis County court abated that lawsuit pending disposition of the Harrison County case. No trial dates have been scheduled in either case.
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 and the court granted final approval of the settlement in May 2026.
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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 named the original CVR Agreement Trustee and sought a judgment that plaintiff is Trustee. 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 December 2025, the court denied that motion in substantial part, finding the plaintiff to be the successor trustee, but dismissed two of the five claims asserted in the amended complaint. In the same case, the original trustee (which also has been named a defendant) filed putative crossclaims against BMS in the event that it is later found to be the trustee. In December 2025, BMS filed a motion to dismiss the crossclaims for lack of subject matter jurisdiction or failure to state a claim. In May 2026, the court entered an order staying proceedings on the putative crossclaims pending a final determination of the identity of the trustee.
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 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. The court granted the motion and dismissed the complaint with prejudice in May 2026.
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. In December 2025, BMS filed a petition for certiorari at the Supreme Court of the United States, seeking review of the Third Circuit’s decision. That petition was denied in May 2026.
HRSA 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 heard oral argument in November 2025.
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Arkansas 340B Litigation
In July 2026, the Arkansas Attorney General, on behalf of the State of Arkansas, filed a complaint in the Circuit Court of Polk County, Arkansas against BMS and other pharmaceutical manufacturers, along with a non-manufacturer technology vendor. The complaint alleges that the defendants’ policies conditioning 340B program drug discounts on the use of a limited number of contract pharmacies and/or the submission of claims and other utilization data violate the Arkansas Deceptive Trade Practices Act (ADTPA). The complaint seeks civil penalties and injunctive relief.
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 sought leave to amend their complaints, and in March 2026, the court denied plaintiffs’ motion for leave to amend and entered judgment in favor of the defendants. In April 2026, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit. In June 2025, an additional plaintiff filed a suit that is substantively identical to the cases described above, and in April 2026, that plaintiff stipulated to dismissal of its claims, subject to its right to appeal.
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 $66 million as of June 30, 2026, 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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