SEC Form 10-Q filed by Bristol-Myers Squibb Company
$BMY
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 001-01136
___________________________
(Exact name of registrant as specified in its charter)
___________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) | |||||||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 April 17, 2025, there were 2,035,080,810 shares outstanding of the Registrant’s $0.10 par value common stock.
BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
March 31, 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 March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net product sales | $ | $ | |||||||||
| Alliance and other revenues | |||||||||||
| Total Revenues | |||||||||||
Cost of products sold(a) | |||||||||||
Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
| Acquired IPRD | |||||||||||
| Amortization of acquired intangible assets | |||||||||||
Other (income)/expense, net | |||||||||||
| Total Expenses | |||||||||||
| Earnings/(Loss) before income taxes | ( | ||||||||||
Income tax provision | |||||||||||
| Net earnings/(loss) | ( | ||||||||||
| Noncontrolling interest | |||||||||||
| Net earnings/(loss) attributable to BMS | $ | $ | ( | ||||||||
| Earnings/(Loss) per common share: | |||||||||||
| Basic | $ | $ | ( | ||||||||
| Diluted | ( | ||||||||||
(a) Excludes amortization of acquired intangible assets .
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
Dollars in millions
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Net earnings/(loss) | $ | $ | ( | ||||||||
| Other comprehensive income/(loss), net of taxes and reclassifications to earnings: | |||||||||||
| Derivatives qualifying as cash flow hedges | ( | ||||||||||
| Pension and postretirement benefits | |||||||||||
| Marketable debt securities | ( | ||||||||||
| Foreign currency translation | ( | ||||||||||
| Total other comprehensive income/(loss) | ( | ||||||||||
Comprehensive income/(loss) | ( | ||||||||||
| Comprehensive income attributable to noncontrolling interest | |||||||||||
Comprehensive income/(loss) attributable to BMS | $ | $ | ( | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
BRISTOL-MYERS SQUIBB COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in millions
(UNAUDITED)
| ASSETS | March 31, 2025 | December 31, 2024 | |||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable debt securities | |||||||||||
| Receivables | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total Current assets | |||||||||||
| Property, plant and equipment | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Deferred income taxes | |||||||||||
Marketable debt securities | |||||||||||
| Other non-current assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt obligations | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Other current liabilities | |||||||||||
| Total Current liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Long-term debt | |||||||||||
| Other non-current liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| EQUITY | |||||||||||
| BMS Shareholders’ equity: | |||||||||||
| Preferred stock | |||||||||||
| Common stock | |||||||||||
| Capital in excess of par value of stock | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Less cost of treasury stock | ( | ( | |||||||||
| Total BMS Shareholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
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)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net earnings/(loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net earnings/(loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization, net | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Divestiture gains and royalties | ( | ( | |||||||||
| Acquired IPRD | |||||||||||
Equity investment (gains)/losses, net | ( | ||||||||||
| Other adjustments | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Rebates and discounts | ( | ( | |||||||||
| Income taxes payable | |||||||||||
| Other | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Sale and maturities of marketable debt securities | |||||||||||
| Purchase of marketable debt securities | ( | ( | |||||||||
| Proceeds from sales of equity investments | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Divestiture and other proceeds | |||||||||||
| Acquisition and other payments, net of cash acquired | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows From Financing Activities: | |||||||||||
Proceeds from issuance of short-term debt obligations | |||||||||||
Other short-term financing obligations, net | |||||||||||
Proceeds from issuance of long-term debt | |||||||||||
| Dividends | ( | ( | |||||||||
| Stock option proceeds and other, net | ( | ( | |||||||||
Net cash (used in)/provided by financing activities | ( | ||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | ( | ||||||||||
Increase/(decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
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 March 31, 2025 and December 31, 2024 and the results of operations and cash flows for the three months ended March 31, 2025 and 2024. All intercompany balances and transactions have been eliminated. These consolidated financial statements and the related footnotes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024 included in the 2024 Form 10-K. Note that the financial statement line item "Marketing, Selling and Administrative" included in the 2024 Form 10-K was changed to "Selling, General and Administrative" in this Quarterly Report on Form 10-Q, and such nomenclature will be used by the Company going forward. No changes were made to the corresponding definition. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.
Certain amounts in this Quarterly Report on Form 10-Q may not sum due to rounding. Percentages have been calculated using unrounded amounts.
Business Segment Information
The following table represents the significant segment expenses regularly provided to the CEO:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
Research(a) | $ | $ | |||||||||
Drug Development(b) | |||||||||||
Other(c) | |||||||||||
Research and development | $ | $ | |||||||||
(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.
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
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued guidance on income statement disclosures. The guidance aims to provide enhanced disclosures of income statement expenses to improve transparency and provide financial statement users with more detailed information about the nature, amount and timing of expenses impacting financial performance. The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.
Income Taxes
In December 2023, the FASB issued amended guidance on income tax disclosures. The guidance is intended to provide additional disaggregation to the effective income tax rate reconciliation and income tax payment disclosures. The amended guidance is effective for annual periods beginning after December 15, 2024.
Note 2. REVENUE
The following table summarizes the disaggregation of revenue by nature:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Net product sales | $ | $ | |||||||||
| Alliance revenues | |||||||||||
Other revenues | |||||||||||
| Total Revenues | $ | $ | |||||||||
The following table summarizes GTN adjustments:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Gross product sales | $ | $ | |||||||||
GTN adjustments(a) | |||||||||||
| Charge-backs and cash discounts | ( | ( | |||||||||
| Medicaid and Medicare rebates | ( | ( | |||||||||
| Other rebates, returns, discounts and adjustments | ( | ( | |||||||||
Total GTN adjustments(b) | ( | ( | |||||||||
| Net product sales | $ | $ | |||||||||
(a) Includes reductions to GTN adjustments for product sales made in prior periods resulting from changes in estimates of $289 million and $80 million for the three months ended March 31, 2025 and 2024, respectively.
(b) Includes U.S. GTN adjustments of $8.2 billion and $6.9 billion for the three months ended March 31, 2025 and 2024, respectively.
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The following table summarizes the disaggregation of revenue by product and region:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
Growth Portfolio | |||||||||||
| Opdivo | $ | $ | |||||||||
Opdivo Qvantig | |||||||||||
| Orencia | |||||||||||
| Yervoy | |||||||||||
| Reblozyl | |||||||||||
| Opdualag | |||||||||||
| Breyanzi | |||||||||||
Camzyos | |||||||||||
| Zeposia | |||||||||||
Abecma | |||||||||||
| Sotyktu | |||||||||||
Krazati | |||||||||||
Cobenfy | |||||||||||
Other Growth products(a) | |||||||||||
Total Growth Portfolio | |||||||||||
Legacy Portfolio | |||||||||||
| Eliquis | |||||||||||
| Revlimid | |||||||||||
| Pomalyst/Imnovid | |||||||||||
| Sprycel | |||||||||||
| Abraxane | |||||||||||
Other Legacy products(b) | |||||||||||
Total Legacy Portfolio | |||||||||||
| Total Revenues | $ | $ | |||||||||
| United States | $ | $ | |||||||||
International(c) | |||||||||||
Other(d) | |||||||||||
| Total Revenues | $ | $ | |||||||||
(a) Includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.
(b) Includes other mature brands.
(c) Includes Puerto Rico.
(d) Other revenues include alliance-related revenues for products not sold by BMS's regional commercial organizations.
Revenue recognized from performance obligations satisfied in prior periods was $444 million and $182 million for the three months ended March 31, 2025 and 2024, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for GTN adjustments related to prior period sales.
Note 3. ALLIANCES
BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS refers to these collaborations as alliances, and its partners as alliance partners.
8
Selected financial information pertaining to alliances was as follows, including net product sales when BMS is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Revenues from alliances: | |||||||||||
| Net product sales | $ | $ | |||||||||
| Alliance revenues | |||||||||||
| Total alliance revenues | $ | $ | |||||||||
| Payments to/(from) alliance partners: | |||||||||||
| Cost of products sold | $ | $ | |||||||||
Selling, general and administrative | ( | ( | |||||||||
| Research and development | |||||||||||
| Acquired IPRD | |||||||||||
| Other (income)/expense, net | ( | ( | |||||||||
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Selected alliance balance sheet information: | |||||||||||
| Receivables – from alliance partners | $ | $ | |||||||||
| Accounts payable – to alliance partners | |||||||||||
Deferred income – from alliances(a) | |||||||||||
The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the 2024 Form 10-K. Significant developments and updates related to alliances during the three months ended March 31, 2025 and 2024 are set forth below.
SystImmune
BMS and SystImmune are parties to a global strategic collaboration for the co-development and co-commercialization of izalontamab brengitecan (iza-bren or BL-B01D1), a bispecific topoisomerase inhibitor-based antibody drug conjugate, which is currently being evaluated in a Phase I clinical trial for metastatic or unresectable NSCLC and is also in development for breast cancer and other tumor types. BMS paid an upfront fee of $800 million, which was included in Acquired IPRD during the three months ended March 31, 2024. BMS is also obligated to pay up to $7.6 billion upon the achievement of contingent development, regulatory and sales-based milestones.
The parties will jointly develop and commercialize iza-bren in the U.S. and share in the profits and losses. SystImmune will be responsible for the development, commercialization, and manufacturing in Mainland China and will be responsible for manufacturing certain drug supplies for outside of Mainland China, where BMS will receive a royalty on net sales. BMS will be responsible for the development and commercialization in the rest of the world, where SystImmune will receive a royalty on net sales.
9
Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS
Asset Acquisition
Karuna
On March 18, 2024, BMS acquired Karuna, a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions. The acquisition provided BMS with rights to Cobenfy (xanomeline and trospium chloride), formerly KarXT. Cobenfy is an antipsychotic with a novel mechanism of action and differentiated efficacy and safety, which was approved by the FDA on September 26, 2024 for the treatment of schizophrenia in adults. Cobenfy is being studied across multiple neuropsychiatric conditions.
BMS acquired all of the issued and outstanding shares of Karuna's common stock for $330.00 per share in an all-cash transaction for total consideration of $14.0 billion, or $12.9 billion net of cash acquired. The acquisition was funded primarily with debt proceeds (see "—Note 10. Financing Arrangements" for further detail). The transaction was accounted for as an asset acquisition since Cobenfy represented substantially all of the fair value of the gross assets acquired. As a result, $12.1 billion was expensed to Acquired IPRD during the three months ended March 31, 2024. Total consideration also included $1.1 billion of vested equity awards and $289 million of unvested equity awards that were paid during the second quarter of 2024.
The following summarizes the total consideration transferred and allocated:
| Dollars in millions | |||||
| Cash consideration for outstanding shares | $ | ||||
| Cash consideration for equity awards | |||||
Consideration paid | |||||
Less: Charge for unvested stock awards(a) | ( | ||||
| Transaction costs | |||||
| Total consideration allocated | $ | ||||
Business Combinations
RayzeBio
On February 26, 2024, BMS acquired RayzeBio, a clinical-stage RPT company with actinium-based RPTs for solid tumors. The acquisition provided BMS with rights to RayzeBio’s actinium-based radiopharmaceutical platform and lead asset, RYZ101, which is in Phase III development for treatment of gastroenteropancreatic neuroendocrine tumors.
BMS acquired all of the issued and outstanding shares of RayzeBio's common stock for $62.50 per share in an all-cash transaction for total consideration of $4.1 billion, or $3.6 billion net of cash acquired. The acquisition was funded through a combination of cash on hand and debt proceeds (see "—Note 10. Financing Arrangements" for further detail).
Total consideration for the acquisition consisted of the following:
| Dollars in millions | |||||
| Cash consideration for outstanding shares | $ | ||||
| Cash consideration for equity awards | |||||
| Consideration paid | |||||
Less: Unvested stock awards(a) | ( | ||||
| Total consideration allocated | $ | ||||
(a) Includes cash settlement for unvested equity awards of $159 million expensed in Selling, general and administrative and $115 million expensed in Research and development during the three months ended March 31, 2024.
The transaction was accounted for as a business combination requiring all assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The majority of the purchase price was allocated to indefinite-lived IPRD and R&D technology.
10
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 | $ | ||||
| Cash consideration for equity awards | |||||
| Consideration paid | |||||
| Plus: Fair value of CVRs | |||||
Less: unvested stock awards(a) | ( | ||||
| Total consideration allocated | $ | ||||
(a) Includes cash settlement of unvested equity awards of $60 million expensed in Selling, general and administrative and $54 million expensed in Research and development during three months ended March 31, 2024.
The 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 Karuna, RayzeBio and Mirati were included in the consolidated financial statements commencing on their respective acquisition dates and were not material. Historical financial results of the acquired entities were not significant.
Divestitures
The following table summarizes the financial impact of divestitures including royalties, which is included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| Net Proceeds | Divestiture (Gains)/Losses | Royalty Income | |||||||||||||||||||||||||||||||||
| Dollars in millions | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
Diabetes business - royalties | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Mature products and other | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||
Diabetes Business
As part of the BMS diabetes termination agreement with AstraZeneca, BMS receives royalty payments of 14 % in 2025 and 15 % in 2024 based on net sales. Payments will be received on sales through December 31, 2025.
11
Licensing and Other Arrangements
The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
Keytruda* royalties | $ | ( | $ | ( | |||||||
Tecentriq* royalties | ( | ( | |||||||||
| Contingent milestone income | ( | ||||||||||
| Amortization of deferred income | ( | ( | |||||||||
| Other royalties and licensing income | ( | ( | |||||||||
| Royalty and licensing income | $ | ( | $ | ( | |||||||
Keytruda* Patent License Agreement
BMS and Ono are parties to a global patent license agreement with Merck related to Merck's PD-1 antibody Keytruda*. Under the agreement, Merck paid ongoing royalties on global sales of Keytruda* of 6.5 % through December 31, 2023 and is obligated to pay 2.5 % from January 1, 2024 through December 31, 2026. The companies also granted certain rights to each other under their respective patent portfolios pertaining to PD-1. Payments and royalties are shared between BMS and Ono on a 75 /25 percent allocation, respectively, after adjusting for each party's legal fees.
Tecentriq* Patent License Agreement
BMS and Ono are parties to a global patent license agreement with Roche related to Tecentriq*, Roche’s anti-PD-L1 antibody. Under the agreement, Roche is obligated to pay single-digit royalties on worldwide net sales of Tecentriq* through December 31, 2026. The royalties are shared between BMS and Ono consistent with existing agreements.
In-license and other arrangements
2seventy bio
On March 10, 2025, BMS entered into a definitive merger agreement to acquire 2seventy bio, which will provide BMS with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma. Upon closing, BMS will acquire all of the issued and outstanding shares of 2seventy bio’s common stock for $5.00 per share in an all-cash transaction for total consideration of approximately $286 million, or $100 million net of estimated cash acquired. The transaction is expected to close in the second quarter of 2025 subject to customary closing conditions.
BioArctic
In February 2025, BMS obtained a global exclusive license from BioArctic for its PyroGlutamate-amyloid-beta antibody program, including BAN1503 and BAN2803, of which the latter includes BioArctic’s BrainTransporterTM technology and is being studied for the treatment of Alzheimer's Disease. BMS is responsible for development and commercialization worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. BioArctic has the option to co-commercialize in Denmark, Finland, Iceland, Norway, and Sweden. The transaction included an upfront payment of $100 million, which was included in Acquired IPRD for the three months ended March 31, 2025. BioArctic is eligible to receive contingent development, regulatory and sales-based milestones of up to $1.3 billion, as well as royalties on global net sales.
12
Note 5. OTHER (INCOME)/EXPENSE, NET
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
Interest expense | $ | $ | |||||||||
Royalty income - divestitures (Note 4) | ( | ( | |||||||||
| Royalty and licensing income (Note 4) | ( | ( | |||||||||
| Provision for restructuring (Note 6) | |||||||||||
| Investment income | ( | ( | |||||||||
| Integration expenses (Note 6) | |||||||||||
Litigation and other settlements | |||||||||||
Acquisition expense | |||||||||||
Equity investment (gain)/losses, net (Note 9) | ( | ||||||||||
Other | |||||||||||
Other (income)/expense, net | $ | $ | |||||||||
Note 6. RESTRUCTURING
2023 Restructuring Plan
In 2023, BMS commenced a restructuring plan to accelerate the delivery of medicines to patients by evolving and streamlining its enterprise operating model in key areas, such as R&D, manufacturing, commercial and other functions, to ensure its operating model supports and is appropriately aligned with the Company’s strategy to invest in key priorities. These changes primarily include (i) transforming R&D operations to accelerate pipeline delivery, (ii) enhancing our commercial operating model, and (iii) establishing a more responsive manufacturing network. In 2025, BMS expanded the scope of activities supporting these key priorities. As a result, total charges for the 2023 Restructuring Plan are expected to be approximately $2.5 billion through 2027, with $1.2 billion incurred to date. The remaining charges consist primarily of employee termination costs and site exit costs, including impairment and accelerated depreciation of property, plant and equipment.
Celgene and Other Acquisition Plans
Restructuring and integration plans were initiated to realize expected cost synergies resulting from cost savings and avoidance from the acquisitions of Celgene (2019), Mirati (2024), RayzeBio (2024) and Karuna (2024). For these plans, the remaining charges of approximately $200 million consist primarily of IT system integration costs, employee termination costs, and to a lesser extent, site exit costs, including impairment and accelerated depreciation of property, plant and equipment.
The following provides the charges related to restructuring initiatives by type of cost:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| 2023 Restructuring Plan | $ | $ | |||||||||
| Celgene and Other Acquisition Plans | |||||||||||
| Total charges | $ | $ | |||||||||
| Employee termination costs | $ | $ | |||||||||
| Other termination costs | |||||||||||
| Provision for restructuring | |||||||||||
| Integration expenses | |||||||||||
| Accelerated depreciation | |||||||||||
Asset impairments | |||||||||||
Other shutdown costs, net | ( | ||||||||||
| Total charges | $ | $ | |||||||||
| Cost of products sold | $ | $ | |||||||||
Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
| Other (income)/expense, net | |||||||||||
| Total charges | $ | $ | |||||||||
13
The following summarizes the charges and spending related to restructuring plan activities:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Beginning balance | $ | $ | |||||||||
| Provision for restructuring | |||||||||||
| Payments | ( | ( | |||||||||
| Foreign currency translation and other | ( | ||||||||||
| Ending balance | $ | $ | |||||||||
Note 7. INCOME TAXES
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
Earnings/(Loss) before income taxes | $ | $ | ( | ||||||||
Income tax provision | |||||||||||
| Effective tax rate | % | ( | % | ||||||||
Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The effective tax rate for the three months ended March 31, 2025 was primarily impacted by jurisdictional earnings mix and certain discrete adjustments. The effective tax rate for the three months ended March 31, 2024 includes the impact of a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna.
Additional changes to the effective tax rate may occur in future periods due to various reasons, including changes to the estimated pretax earnings mix and tax reserves and revised interpretations or changes to the tax legislation code.
During the three months ended March 31, 2025 and 2024, income tax payments were $235 million and $187 million.
BMS is currently under examination by a number of tax authorities that proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. As previously disclosed, BMS received several notices of proposed adjustments from the IRS related to transfer pricing and other tax issues for the 2008 to 2012 tax years. BMS disagrees with the IRS's positions and continues to work cooperatively with the IRS to resolve these issues. In the fourth quarter of 2022, BMS entered the IRS administrative appeals process to resolve these matters. Timing of the final resolution of these complex matters is uncertain and could have a material impact on BMS's consolidated financial statements.
It is reasonably possible that the amount of unrecognized tax benefits as of March 31, 2025 could decrease in the range of approximately $300 million to $340 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits.
It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits, however, an estimate of such increases cannot reasonably be made at this time. BMS believes that it has adequately provided for all open tax years by jurisdiction.
Note 8. EARNINGS/(LOSS) PER SHARE
| Three Months Ended March 31, | |||||||||||
| Amounts in millions, except per share data | 2025 | 2024 | |||||||||
Net earnings/(loss) attributable to BMS | $ | $ | ( | ||||||||
| Weighted-average common shares outstanding – basic | |||||||||||
| Incremental shares attributable to share-based compensation plans | |||||||||||
| Weighted-average common shares outstanding – diluted | |||||||||||
Earnings/(Loss) per common share | |||||||||||
| Basic | $ | $ | ( | ||||||||
| Diluted | ( | ||||||||||
14
The total number of potential shares of common stock excluded from the diluted earnings/(loss) per common share computation because of the antidilutive impact was not material for the three months ended March 31, 2025 and was 46 million for the three months ended March 31, 2024.
Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Dollars in millions | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||||||||||||||
| Money market and other securities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Marketable debt securities | |||||||||||||||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Equity investments | |||||||||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Contingent consideration liability | |||||||||||||||||||||||||||||||||||
Contingent value rights(a) | |||||||||||||||||||||||||||||||||||
As further described in "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" in the Company's 2024 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). The fair value of Level 2 equity investments is adjusted for characteristics specific to the security and is not adjusted for contractual sale restrictions. Equity investments subject to contractual sale restrictions were not material as of March 31, 2025 and December 31, 2024.
Marketable Debt Securities
The amortized cost for marketable debt securities approximates its fair value and these securities mature within five years as of March 31, 2025, and five years as of December 31, 2024.
Equity Investments
The following summarizes the carrying amount of equity investments:
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
Equity investments with RDFV | $ | $ | |||||||||
Equity investments without RDFV | |||||||||||
| Limited partnerships and other equity method investments | |||||||||||
| Total equity investments | $ | $ | |||||||||
15
The following summarizes the activity related to equity investments. Changes in fair value of equity investments are included in Other (income)/expense, net.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
Equity investments with RDFV | |||||||||||
Net (gain)/loss recognized | $ | $ | ( | ||||||||
Less: net (gain)/loss recognized on investments sold | |||||||||||
Net unrealized (gain)/loss recognized on investments still held | ( | ||||||||||
Equity investments without RDFV | |||||||||||
Upward adjustments | ( | ||||||||||
Net realized (gain)/loss recognized on investments sold | |||||||||||
Impairments and downward adjustments | |||||||||||
| Limited partnerships and other equity method investments | |||||||||||
Equity in net (income)/loss of affiliates | ( | ||||||||||
Total equity investment (gains)/losses | $ | $ | ( | ||||||||
Cumulative upwards adjustments and cumulative impairments and downward adjustments based on observable price changes in equity investments without RDFV still held as of March 31, 2025 were $218 million and $140 million, respectively.
Qualifying Hedges and Non-Qualifying Derivatives
Cash Flow Hedges
BMS enters into foreign currency forward and purchased local currency put option contracts (foreign exchange contracts) to hedge certain forecasted intercompany inventory sales, third party sales and certain other foreign currency transactions. The objective of these foreign exchange contracts is to reduce variability caused by changes in foreign exchange rates that would affect the U.S. dollar value of future cash flows derived from foreign currency denominated sales, primarily the euro and Japanese yen. The fair values of these derivative contracts are recorded as either assets (gain positions) or liabilities (loss positions) in the consolidated balance sheets. Changes in fair value for these foreign exchange contracts, which are designated as cash flow hedges, are temporarily recorded in AOCL and reclassified to net earnings when the hedged item affects earnings (typically within the next 24 months). As of March 31, 2025, assuming market rates remain constant through contract maturities, BMS expects to reclassify pre-tax gains of $45 million into Cost of products sold for our foreign exchange contracts out of AOCL during the next 12 months. The notional amount of outstanding foreign currency exchange contracts was primarily $4.8 billion for the euro contracts and $1.1 billion for Japanese yen contracts as of March 31, 2025.
BMS also enters into cross-currency swap contracts to hedge exposure to foreign currency exchange rate risk associated with its long-term debt denominated in euros. These contracts convert interest payments and principal repayment of the long-term debt to U.S. dollars from euros and are designated as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCL and reclassified to Other (income)/expense, net, in the same periods during which the hedged debt affects earnings. The notional amount of cross-currency swap contracts associated with long-term debt denominated in euros was $1.2 billion as of March 31, 2025.
In January 2024, BMS entered into forward interest rate contracts of a total notional value of $5.0 billion to hedge future interest rate risk associated with the unsecured senior notes issued in February 2024. The forward interest rate contracts were designated as cash flow hedges and terminated upon the issuance of the unsecured senior notes. The $131 million gain on the transaction was included in Other Comprehensive Income/(Loss) and is amortized as a reduction to interest expense over the term of the related debt. Amounts expected to be recognized during the subsequent 12 months on forward interest rate contracts are not material.
Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not material during all periods presented. Foreign currency exchange contracts not designated as a cash flow hedge offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.
16
Net Investment Hedges
Cross-currency swap contracts of $707 million as of March 31, 2025 are designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. Contract fair value changes are recorded in the foreign currency translation component of AOCL with a related offset in derivative asset or liability in the consolidated balance sheets. The notional amount of outstanding cross-currency swap contracts was primarily attributed to the Japanese yen of $362 million and euro of $345 million as of March 31, 2025. Foreign currency forward contracts are also designated to hedge currency exposure of BMS's net investment in its foreign subsidiaries. As of March 31, 2025, the notional amount for these contracts was zero.
During the three months ended March 31, 2025, the amortization of gains related to the portion of our net investment hedges that was excluded from the assessment of effectiveness was not material.
Fair Value Hedges
Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to align with the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability in the consolidated balance sheets. As a result, there was no net impact in earnings. If the underlying swap is terminated prior to maturity, then the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.
Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in investing activities.
The following table summarizes the fair value and the notional values of outstanding derivatives:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
Asset(a) | Liability(b) | Asset(a) | Liability(b) | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | Notional | Fair Value | Notional | Fair Value | Notional | Fair Value | Notional | Fair Value | |||||||||||||||||||||||||||||||||||||||
| Designated as cash flow hedges | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency exchange contracts | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Cross-currency swap contracts | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Designated as net investment hedges | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency exchange contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency swap contracts | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Designated as fair value hedges | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap contracts | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Not designated as hedges | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency exchange contracts | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Total return swap contracts(c) | $ | $ | $ | $ | ( | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
(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.
17
The following table summarizes the financial statement classification and amount of (gain)/loss recognized on hedges:
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||
| Dollars in millions | Cost of products sold | Other (income)/expense, net | Cost of products sold | Other (income)/expense, net | |||||||||||||||||||
Foreign exchange contracts | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Cross-currency swap contracts | ( | ||||||||||||||||||||||
| Interest rate swap contracts | ( | ||||||||||||||||||||||
Forward interest rate contracts | ( | ( | |||||||||||||||||||||
The following table summarizes the effect of derivative and non-derivative instruments designated as hedges in Other comprehensive income/(loss):
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Derivatives designated as cash flow hedges | |||||||||||
| Foreign exchange contracts gain/(loss): | |||||||||||
| Recognized in Other comprehensive income/(loss) | $ | ( | $ | ||||||||
| Reclassified to Cost of products sold | ( | ( | |||||||||
| Cross-currency swap contracts gain/(loss): | |||||||||||
| Recognized in Other comprehensive income/(loss) | ( | ||||||||||
| Reclassified to Other (income)/expense, net | ( | ||||||||||
Forward interest rate contract gain/(loss): | |||||||||||
Recognized in Other comprehensive income/(loss) | |||||||||||
| Reclassified to Other (income)/expense, net | ( | ( | |||||||||
| Derivatives designated as net investment hedges | |||||||||||
| Cross-currency swap contracts gain/(loss): | |||||||||||
| Recognized in Other comprehensive income/(loss) | ( | ||||||||||
| Foreign exchange contracts gain/(loss): | |||||||||||
| Recognized in Other comprehensive income/(loss) | ( | ||||||||||
Note 10. FINANCING ARRANGEMENTS
Short-term debt obligations include:
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
Non-U.S. short-term financing obligations | $ | $ | |||||||||
| Current portion of Long-term debt | |||||||||||
Short-term debt obligations | $ | $ | |||||||||
Under its commercial paper program, BMS may issue a maximum of $5.0 billion of unsecured notes with maturities of not more than 365 days from the date of issuance. The maximum amount of commercial paper that may be issued under BMS's commercial paper program was reduced in January 2025 from $7.0 billion as of December 31, 2024 to $5.0 billion.
18
Long-term debt and the current portion of Long-term debt include:
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Principal value | $ | $ | |||||||||
| Adjustments to principal value: | |||||||||||
| Fair value of interest rate swap contracts | ( | ||||||||||
| Unamortized basis adjustment from swap terminations | |||||||||||
| Unamortized bond discounts and issuance costs | ( | ( | |||||||||
| Unamortized purchase price adjustments of Celgene debt | |||||||||||
| Total | $ | $ | |||||||||
| Current portion of Long-term debt | $ | $ | |||||||||
| Long-term debt | |||||||||||
| Total | $ | $ | |||||||||
The fair value of Long-term debt, including the current portion, was $46.0 billion as of March 31, 2025 and $45.3 billion as of December 31, 2024 valued using Level 2 inputs, which are based upon the quoted market prices for the same or similar debt instruments. The fair value of Short-term debt obligations approximates the carrying value due to the short maturities of the debt instruments.
During the three months ended March 31, 2024, BMS issued an aggregate principal amount of $13.0 billion of senior unsecured notes ("2024 Senior Unsecured Notes"), with proceeds, net of discount and loan issuance costs, of $12.9 billion. The Company used the net proceeds from this offering to partially fund the acquisitions of RayzeBio and Karuna (see "—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information) and used the remaining net proceeds for general corporate purposes.
Interest payments were $624 million and $308 million for the three months ended March 31, 2025 and 2024, respectively, net of amounts related to interest rate swap contracts.
Credit Facilities
As of March 31, 2025, BMS had a five-year $5.0 billion revolving credit facility expiring in January 2030, extendable annually by one year with the consent of the lenders. In February 2024, we entered into a $2.0 billion 364-day revolving credit facility, which expired in January 2025. The facilities provide for customary terms and conditions with no financial covenants and are used to provide backup liquidity for our commercial paper borrowings. No
Note 11. RECEIVABLES
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Trade receivables | $ | $ | |||||||||
Less charge-backs and cash discounts | ( | ( | |||||||||
Less allowance for expected credit loss | ( | ( | |||||||||
| Net trade receivables | |||||||||||
| Alliance, royalties, VAT and other | |||||||||||
| Receivables | $ | $ | |||||||||
Non-U.S. receivables sold on a nonrecourse basis were $75 million and $229 million for the three months ended March 31, 2025 and 2024, respectively. Receivables from the three 72 % and 74 % of total trade receivables as of March 31, 2025 and December 31, 2024, respectively.
19
Note 12. INVENTORIES
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw and packaging materials | |||||||||||
| Total inventories | $ | $ | |||||||||
| Inventories | $ | $ | |||||||||
| Other non-current assets | |||||||||||
Note 13. PROPERTY, PLANT AND EQUIPMENT
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Land | $ | $ | |||||||||
| Buildings | |||||||||||
| Machinery, equipment and fixtures | |||||||||||
| Construction in progress | |||||||||||
| Gross property, plant and equipment | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment | $ | $ | |||||||||
Depreciation expense was $165 million and $155 million for the three months ended March 31, 2025 and 2024, respectively.
Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amounts in Goodwill were as follows:
| Dollars in millions | |||||
Balance at December 31, 2024 | $ | ||||
| Currency translation and other adjustments | |||||
Balance at March 31, 2025 | $ | ||||
Other Intangible Assets
Other intangible assets consisted of the following:
| Estimated Useful Lives | March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||
Dollars in millions | Gross carrying amounts | Accumulated amortization | Other intangible assets, net | Gross carrying amounts | Accumulated amortization | Other intangible assets, net | |||||||||||||||||||||||||||||||||||
| R&D technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Acquired marketed product rights | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Capitalized software | ( | ( | |||||||||||||||||||||||||||||||||||||||
| IPRD | — | — | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Amortization expense of Other intangible assets was $863 million and $2.4 billion during the three months ended March 31, 2025 and 2024, respectively.
20
Note 15. SUPPLEMENTAL FINANCIAL INFORMATION
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Income taxes | $ | $ | |||||||||
| Research and development | |||||||||||
| Contract assets | |||||||||||
| Other | |||||||||||
| Other current assets | $ | $ | |||||||||
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Equity investments (Note 9) | $ | $ | |||||||||
| Operating leases | |||||||||||
Inventories (Note 12) | |||||||||||
| Pension and postretirement | |||||||||||
| Research and development | |||||||||||
Receivables and convertible notes | |||||||||||
| Other | |||||||||||
| Other non-current assets | $ | $ | |||||||||
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Rebates and discounts | $ | $ | |||||||||
| Income taxes | |||||||||||
| Employee compensation and benefits | |||||||||||
| Research and development | |||||||||||
| Dividends | |||||||||||
| Interest | |||||||||||
| Royalties | |||||||||||
| Operating leases | |||||||||||
| Other | |||||||||||
| Other current liabilities | $ | $ | |||||||||
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Income taxes | $ | $ | |||||||||
| Pension and postretirement | |||||||||||
| Operating leases | |||||||||||
| Deferred income | |||||||||||
| Deferred compensation | |||||||||||
Contingent value rights (Note 9) | |||||||||||
| Other | |||||||||||
| Other non-current liabilities | $ | $ | |||||||||
21
Note 16. EQUITY
The following table summarizes changes in equity during the three months ended March 31, 2025:
| Common Stock | Capital in Excess of Par Value of Stock | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||
| Dollars and shares in millions | Shares | Par Value | Shares | Cost | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net earnings/(loss) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) | — | — | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Cash dividends declared $ | — | — | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The following table summarizes changes in equity during the three months ended March 31, 2024:
| Common Stock | Capital in Excess of Par Value of Stock | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||
| Dollars and shares in millions | Shares | Par Value | Shares | Cost | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net earnings/(loss) | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Cash dividends declared $ | — | — | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock compensation | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The components of Other comprehensive income/(loss) were as follows:
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||
| Dollars in millions | Pretax | Tax | After Tax | Pretax | Tax | After Tax | |||||||||||||||||||||||||||||
Derivatives qualifying as cash flow hedges: | |||||||||||||||||||||||||||||||||||
Recognized in other comprehensive income/(loss) | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
Reclassified to net earnings(a) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Derivatives qualifying as cash flow hedges | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Pension and postretirement benefits | |||||||||||||||||||||||||||||||||||
| Actuarial gains/(losses) | ( | ( | |||||||||||||||||||||||||||||||||
Amortization(b) | ( | ||||||||||||||||||||||||||||||||||
Settlements(b) | ( | ||||||||||||||||||||||||||||||||||
| Pension and postretirement benefits | ( | ( | |||||||||||||||||||||||||||||||||
Marketable debt securities | |||||||||||||||||||||||||||||||||||
| Unrealized gains/(losses) | ( | ( | |||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
(a)Included in Cost of products sold and Other (income)/expense, net. Refer to "—Note 9. Financial Instruments and Fair Value Measurements" for further information.
(b)Included in Other (income)/expense, net.
The accumulated balances related to each component of Other comprehensive income/(loss), net of taxes, were as follows:
| Dollars in millions | March 31, 2025 | December 31, 2024 | |||||||||
| Derivatives qualifying as cash flow hedges | $ | $ | |||||||||
| Pension and postretirement benefits | ( | ( | |||||||||
| Marketable debt securities | |||||||||||
Foreign currency translation(a) | ( | ( | |||||||||
| Accumulated other comprehensive loss | $ | ( | $ | ( | |||||||
(a)Includes net investment hedge gains of $148 million and $210 million as of March 31, 2025 and December 31, 2024, respectively.
22
Note 17. EMPLOYEE STOCK BENEFIT PLANS
Stock-based compensation expense was as follows:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Cost of products sold | $ | $ | |||||||||
Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
Total stock-based compensation expense | $ | $ | |||||||||
Income tax benefit(a) | $ | $ | |||||||||
(a) Income tax benefit excludes excess tax (deficiencies)/benefits from share-based compensation awards that were vested or exercised of $4 million and $(17 ) million for the three months ended March 31, 2025, and 2024, respectively.
The number of units granted and the weighted-average fair value on the grant date for the three months ended March 31, 2025 were as follows:
| Units in millions | Units | Weighted-Average Fair Value | |||||||||
| Restricted stock units | $ | ||||||||||
| Market share units | $ | ||||||||||
| Performance share units | $ | ||||||||||
| Dollars in millions | Restricted Stock Units | Market Share Units | Performance Share Units | ||||||||||||||
| Unrecognized compensation cost | $ | $ | $ | ||||||||||||||
| Expected weighted-average period in years of compensation cost to be recognized | |||||||||||||||||
Note 18. LEGAL PROCEEDINGS AND CONTINGENCIES
BMS and certain of its subsidiaries are involved in various lawsuits, claims, government investigations, and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, partners, suppliers, service providers, licensees, licensors, employees, or shareholders, among others. These matters may involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability, and insurance coverage, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. Legal proceedings that are significant or that BMS believes could become significant or material are described below.
We are vigorously defending against the legal proceedings in which we are named as defendants and we believe we have substantial claims and/or defenses in each matter. While the outcomes of these proceedings and other contingencies BMS is subject to are inherently unpredictable and uncertain, we do not believe that any of these matters will have a material adverse effect on BMS’ financial position or liquidity, though they could possibly be material to our consolidated results of operations in any one accounting period. There can be no assurance that there will not be an increase in the scope of one or more of the matters described below or that any other or future lawsuits, claims, government investigations, or other legal proceedings will not be material to BMS’s financial position, results of operations, or cash flows for a particular period. Furthermore, failure to successfully enforce BMS’s patent rights would likely result in substantial decreases in the respective product revenues from generic competition.
Contingency accruals are recognized when it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. If BMS is unable to assess the outcome of a matter or estimate the possible loss or range of losses that could potentially result from such matter, a liability is not recorded. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. For a discussion of BMS’s tax contingencies, see " — Note 7. Income Taxes."
23
INTELLECTUAL PROPERTY
Eliquis - Europe
BMS is involved in litigations throughout Europe against companies seeking to launch generic apixaban products prior to the expiration of the composition-of-matter patent for Eliquis and its associated SPCs. Litigations are pending or have been concluded in: Belgium, Bulgaria, Croatia, Czech Republic, France, Denmark, Finland, Greece, Hungary, Ireland, Italy, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK.
Trials or preliminary proceedings on the merits have been held in: Czech Republic, Finland, France, Ireland, Netherlands, Norway, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland, and the UK. To date BMS has obtained decisions in the following countries:
•BMS obtained a final negative decision in the UK, and generics are now on the market in this country.
•BMS obtained final positive decisions in Norway, Sweden, and Switzerland.
•BMS obtained initial negative decisions in Finland, Ireland, and Slovakia. In Finland and Slovakia, appeals are pending. In Ireland, the appeals court remanded the case to the lower court for rehearing.
•BMS obtained initial positive decisions in the Czech Republic, France, and Netherlands, and appeals are pending in all three countries.
•In Spain, the Barcelona Commercial Court found the composition-of-matter patent for Eliquis and its associated SPC invalid. BMS appealed, and the Barcelona Court of Appeal overturned the decision. The generic products that launched at risk after the Barcelona Commercial Court were either enjoined or removed from the market as a result of the Barcelona Court of Appeal ruling. An appeal is pending before the Supreme Court.
•In Finland, generics have entered the market while proceedings are pending. In Portugal, BMS obtained preliminary injunctions against two generic companies, but one generic company remains on the market while proceedings are pending.
Generic manufacturers may seek to market generic versions of Eliquis in additional countries in Europe prior to the expiration of our patents, which may lead to additional infringement and invalidity actions involving Eliquis patents being filed in various countries in Europe.
Pomalyst - U.S.
In December 2024, Celgene received a Notice Letter from Cipla USA, Inc. (“Cipla”) notifying Celgene that Cipla had filed an ANDA containing paragraph IV certifications seeking approval to market generic pomalidomide products in the U.S. In response, Celgene initiated a patent infringement action against Cipla in the U.S. District Court for the District of New Jersey, asserting certain FDA Orange Book-listed patents. No trial date has been scheduled.
Zeposia - U.S.
In October 2021, Actelion Pharmaceuticals LTD and Actelion Pharmaceuticals US, INC (“Actelion”) filed a complaint for patent infringement in the United States District Court for the District of New Jersey against BMS and Celgene for alleged infringement of U.S. Patent No. 10,251,867 (the “’867 Patent”). The complaint alleged that the sale of Zeposia infringes certain claims of the ’867 Patent and Actelion is seeking damages. In March 2025, the parties reached a settlement agreement to resolve this matter and the case has been dismissed.
In May and June 2024, BMS received Notice Letters from Synthon BV (“Synthon”) and Apotex Inc. (“Apotex”), respectively, each notifying BMS that it has filed an ANDA containing a paragraph IV certification seeking approval of a generic version of Zeposia in the U.S. and challenging a polymorph patent listed in the Orange Book for Zeposia but not the composition of matter patent. In response, BMS filed patent infringement actions against Synthon and Apotex in the U.S. District Court for the District of Delaware. In September 2024, the district court consolidated the Synthon and Apotex actions and trial is scheduled for February 2027.
PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION
Plavix* - Hawaii
BMS and certain Sanofi entities are defendants in a consumer protection action brought by the attorney general of Hawaii relating to the labeling, sales and/or promotion of Plavix*. In February 2021, a Hawaii state court judge issued a decision against Sanofi and BMS, imposing penalties in the total amount of $834 million, with $417 million attributed to BMS. In March 2023, the Hawaii Supreme Court reversed in part and affirmed in part the trial court decision, vacating the penalty award and remanding the case for a new trial and penalty determination. Following a new trial, in May 2024, the trial court issued a new decision against Sanofi and BMS, imposing penalties in the total amount of $916 million, with $458 million attributed to BMS. Sanofi and BMS have appealed the decision.
24
SECURITIES LITIGATION
Celgene Securities Litigations
Beginning in March 2018, two putative class actions were filed against Celgene and certain of its officers and employees in the U.S. District Court for the District of New Jersey (the “Celgene Securities Class Action”). The complaints alleged that the defendants violated federal securities laws. The district court consolidated the two actions. In December 2019, the district court denied in part and granted in part defendants’ motion to dismiss. In November 2020, the district court certified a class of Celgene common stock purchasers between April 27, 2017 through April 28, 2018. Following discovery, defendants moved for summary judgment, which the district court granted in part and denied in part.
Certain entities filed individual actions in the U.S. District Court for the District of New Jersey asserting largely the same allegations as the Celgene Securities Class Action. These actions have been consolidated for pre-trial proceedings. Defendants have moved for partial summary judgment in these consolidated actions.
No trial dates have been scheduled in any of the above Celgene Securities Litigations.
Contingent Value Rights Litigations
In June 2021, an action was filed against BMS in the U.S. District Court for the Southern District of New York asserting claims of alleged breaches of a Contingent Value Rights Agreement (“CVR Agreement”) entered into in connection with the closing of BMS’s acquisition of Celgene in November 2019. An entity claiming to be the successor trustee under the CVR Agreement alleged that BMS breached the CVR Agreement by allegedly failing to use “diligent efforts” to obtain FDA approval of liso-cel (Breyanzi) before a contractual milestone date, thereby allegedly avoiding a $6.4 billion potential obligation to holders of the contingent value rights governed by the CVR Agreement and by allegedly failing to permit inspection of records in response to a request by the alleged successor trustee. The plaintiff sought damages in an amount to be determined at trial and other relief, including interest and attorneys’ fees. BMS disputes the allegations. BMS filed a motion to dismiss the alleged successor trustee’s complaint for failure to state a claim upon which relief can be granted, which was denied in June 2022. In February 2024, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction. In September 2024, the court granted BMS’s motion and dismissed the lawsuit for lack of subject matter jurisdiction without prejudice to the refiling of a new lawsuit by a properly appointed trustee. The plaintiff has appealed, and BMS has cross-appealed from the denial of its first motion to dismiss.
In November 2024, the same entity claiming to be successor trustee filed a new lawsuit against BMS making similar allegations to the previously dismissed case and attempting to remedy its jurisdictional deficiency. The plaintiff’s new complaint also names the current CVR Agreement Trustee and seeks a judgment that plaintiff is Trustee. In January 2025, BMS filed a motion to dismiss the complaint for lack of subject matter jurisdiction and failure to state a claim. In February 2025, plaintiff filed an amended complaint.
Former Celgene stockholders have filed complaints in the U.S. District Court for the Southern District of New York asserting claims on behalf of a putative class of Celgene stockholders who received CVRs in the BMS merger with Celgene for violations of the securities laws relating to the joint proxy statement. Those cases have been consolidated into a single case. In March 2023, the Court granted BMS’s motion to dismiss the complaint in its entirety. Certain of the claims were dismissed with prejudice. The remaining claims were dismissed with leave to file a further amended complaint, which plaintiffs filed in April 2023. In February 2024, the Court granted BMS’s motion to dismiss the amended complaint in its entirety and dismissed the remaining claims with prejudice. Plaintiffs have appealed the dismissal.
In November 2021, an alleged Celgene stockholder filed a complaint in the Superior Court of New Jersey, Union County, asserting claims on behalf of two separate putative classes, one of acquirers of CVRs and one of acquirers of BMS common stock, for violations of securities laws. In June 2024, the Court granted defendants’ motion to dismiss the complaint in its entirety without prejudice to file an amended complaint. The plaintiff filed an amended complaint which was dismissed with prejudice in February 2025. The plaintiff has appealed the dismissal.
No trial dates have been scheduled in any of the above CVR Litigations.
OTHER LITIGATION
IRA Litigation
On June 16, 2023, BMS filed a lawsuit against HHS and the Centers for Medicare & Medicaid Services, et al., challenging the constitutionality of the drug-pricing program in the IRA. That program requires pharmaceutical companies, like BMS, under the threat of significant penalties, to sell certain of their medicines at government-dictated prices. In April 2024, the court denied BMS’s motion for summary judgment and granted the government’s cross-motion for summary judgment. BMS appealed to the United States Court of Appeals for the Third Circuit.
25
340B Litigation
On November 26, 2024, BMS filed a lawsuit against Carole Johnson, Administrator of Health Resources & Services Administration (“HRSA”) and Xavier Becerra, U.S. Secretary of HHS, challenging HRSA’s determination that BMS could not implement a cash rebate model for the 340B drug pricing program. BMS is seeking a determination that HRSA’s actions violate the Administrative Procedure Act and the United States Constitution.
Thalomid and Revlimid Litigations
Beginning in November 2014, putative class action lawsuits were filed against Celgene in the U.S. District Court for the District of New Jersey alleging that Celgene violated various antitrust, consumer protection, and unfair competition laws in connection with, among other things, activities related to obtaining and litigating certain Revlimid patents. In October 2020, the district court entered a final order approving a class settlement and dismissed the matter. Certain entities—including entities that opted out of the settlement class and others who claim that their suits are not covered by that settlement—have since filed additional suits against Celgene and BMS pursuing similar claims based on related theories, and a subset of plaintiffs brought additional claims related to copay assistance for Thalomid and Revlimid. Those new suits are principally being litigated in the U.S. District Court for the District of New Jersey. The Court dismissed certain of those complaints with leave to amend in June 2024. All plaintiffs filed amended complaints in August 2024. BMS and Celgene have filed motions to dismiss those complaints, which are currently pending.
Related actions are also pending in San Francisco Superior Court and the Philadelphia County Court of Common Pleas. No activity is expected in these cases until disposition of the New Jersey actions. No trial dates have been scheduled.
Pomalyst Antitrust Class Action
Beginning in September 2023, certain entities filed putative class actions against Celgene, BMS, and certain individuals in the U.S. District Court for the Southern District of New York asserting claims under various antitrust, consumer protection, and unjust enrichment laws in connection with activities related to obtaining and litigating certain Pomalyst patents. In March 2025, the court dismissed the complaints against Celgene, BMS and the named individuals. Plaintiffs have sought leave to amend their complaints.
ENVIRONMENTAL PROCEEDINGS
As previously reported, BMS is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at BMS's current or former sites or at waste disposal or reprocessing facilities operated by third parties.
CERCLA and Other Remediation Matters
26
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.
During the first quarter of 2025, we achieved multiple regulatory approvals across our portfolio including: (i) approval for Opdivo + Yervoy in the EU for the first-line treatment of adult patients with unresectable or advanced hepatocellular carcinoma, (ii) approval for Breyanzi in the EU for adults with relapsed or refractory FL and (iii) approval for Camzyos for the treatment of symptomatic obstructive HCM in Japan. Additionally, in April 2025, we achieved two approvals for Opdivo + Yervoy in the U.S. for the treatment of adults and pediatric patients 12 years and older with unresectable or metastatic microsatellite instability-high (MSI-H) or mismatch repair deficient (dMMR) colorectal cancer and the treatment of adult patients with unresectable or metastatic hepatocellular carcinoma.
We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. As previously announced, our 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. With respect to the 2025 expansion, we expect to realize annual cost savings of approximately $2.0 billion by the end of 2027. The exit costs resulting from these actions are included in our updated 2023 Restructuring Plan.
Financial Highlights
| Three Months Ended March 31, | |||||||||||
| Dollars in millions, except per share data | 2025 | 2024 | |||||||||
| Total Revenues | $ | 11,201 | $ | 11,865 | |||||||
| Diluted earnings/(loss) per share | |||||||||||
| GAAP | $ | 1.20 | $ | (5.89) | |||||||
| Non-GAAP | 1.80 | (4.40) | |||||||||
Revenues decreased by 6% during the first quarter of 2025. Demand increased across the Growth Portfolio and for Eliquis, which was offset by the impact of generics on Revlimid, Sprycel, Abraxane, and Pomalyst. Additionally, total revenues were impacted by the redesign of the U.S. Medicare Part D program, primarily attributed to Eliquis.
The $7.09 increase in GAAP EPS is primarily due to one-time Acquired IPRD charges from the Karuna asset acquisition and SystImmune collaboration in 2024 and the impact of certain specified items, including the cash settlement of unvested stock awards in 2024 resulting from acquisitions and lower amortization of acquired intangible assets, partially offset by lower revenue. After adjusting for specified items, the $6.20 increase in non-GAAP EPS was primarily due to the aforementioned Acquired IPRD charges in 2024 and lower revenue.
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."
27
Economic and Market Factors
Governmental Actions
As regulators continue to focus on prescription drugs, our products are facing increased pressures across the portfolio. These pressures stem from legislative and policy changes, including price controls, pharmaceutical market access, discounting, changes to tax and importation laws and other restrictions in the U.S., EU and other regions around the world. These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility. The IRA directs (i) the federal government to “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Part B (beginning in 2028) drugs that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation and (iii) the formation of the Part D Manufacturer Program which replaced the Part D CGDP and established a $2,000 cap for out-of-pocket costs for Medicare beneficiaries as of January 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. In August 2024, as part of the first round of government price setting pursuant to the IRA, the HHS announced the "maximum fair price" for a 30-day equivalent supply of Eliquis, which applies to the U.S. Medicare channel effective January 1, 2026. In January 2025, the HHS selected Pomalyst as a medicine subject to "negotiation" for government-set prices beginning in 2027. It is possible that more of our products could be selected in future years, which 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 addition, in December 2023, the Biden administration released a proposed framework that for the first time proposed that a drug’s price can be a factor in determining that the drug is not accessible to the public and, therefore, that the government could exercise “march-in rights” and license it to a third party to manufacture. We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes. If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated 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 may result in a material impact on our business and results of operations.
Additionally, in connection with the IRA, the following changes have been made to U.S. tax laws, including (i) a 15% minimum tax that generally applies to U.S. corporations on adjusted financial statement income beginning in 2023 and (ii) a non-deductible 1% excise tax provision on net stock repurchases after December 31, 2022. Furthermore, countries are in the process of enacting changes to their tax laws to implement the agreement by the OECD to establish a global minimum tax. 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.
28
Significant Product and Pipeline Approvals
The following is a summary of the significant approvals received in 2025 as of April 24, 2025:
| Product | Date | Approval | ||||||
Opdivo + Yervoy | April 2025 | FDA approval of Opdivo + Yervoy as a first-line treatment of adult patients with unresectable or metastatic HCC. | ||||||
| Opdivo + Yervoy | April 2025 | FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients with unresectable or metastatic microsatellite instability-high or mismatch repair deficient CRC. | ||||||
| Camzyos | March 2025 | Japan’s Ministry of Health Labour and Welfare approval of Camzyos for the treatment of oHCM. | ||||||
| Breyanzi | March 2025 | EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy. | ||||||
| Opdivo + Yervoy | March 2025 | EC approval of Opdivo + Yervoy for the first-line treatment of adult patients with unresectable or advanced HCC. | ||||||
Augtyro | February 2025 | EC approval for Augtyro as a treatment for adult patients with ROS1-positive NSCLC and for adult and pediatric patients 12 years of age and older with NTRK-positive solid tumors. | ||||||
Refer to "—Product and Pipeline Developments" for a listing of other developments in our marketed products and late-stage pipeline since the start of the first 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.
29
RESULTS OF OPERATIONS
Regional Revenues
The composition of the changes in revenues was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| Dollars in millions | 2025 | 2024 | % Change | Foreign Exchange(c) | |||||||||||||||||||
| United States | $ | 7,873 | $ | 8,476 | (7) | % | — | % | |||||||||||||||
International(a) | 3,110 | 3,190 | (3) | % | (4) | % | |||||||||||||||||
Other(b) | 218 | 199 | 10 | % | — | % | |||||||||||||||||
| Total revenues | $ | 11,201 | $ | 11,865 | (6) | % | (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 decreased 7% during the first quarter of 2025. Demand increased across the Growth Portfolio and Eliquis, which was offset by the impact of generics on Revlimid, Sprycel and Abraxane. Additionally, U.S. revenues were impacted by the redesign of the Medicare Part D program primarily attributed to Eliquis. Average U.S. net selling prices decreased 8% compared to the same period a year ago.
International
•International revenues decreased 3% during the first quarter of 2025, primarily due to foreign exchange impacts. Excluding the impacts of foreign exchange, international revenues increased 2%, primarily due to higher demand for the Growth Portfolio and Eliquis, partially offset by generic erosion within the Legacy Portfolio including Revlimid and Pomalyst.
No single country outside the U.S. contributed more than 10% of total revenues during the first quarter of 2025. Our business is typically not seasonal; however, in the first quarter we typically see an unwinding of sales channel inventory build-up from the fourth quarter of the prior year.
GTN Adjustments
The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2025 | 2024 | % Change | ||||||||||||||
| Gross product sales | $ | 19,874 | $ | 19,295 | 3 | % | |||||||||||
| GTN adjustments | |||||||||||||||||
| Charge-backs and cash discounts | (2,958) | (2,556) | 16 | % | |||||||||||||
| Medicaid and Medicare rebates | (3,840) | (3,084) | 25 | % | |||||||||||||
| Other rebates, returns, discounts and adjustments | (2,190) | (2,096) | 4 | % | |||||||||||||
| Total GTN adjustments | (8,988) | (7,736) | 16 | % | |||||||||||||
| Net product sales | $ | 10,886 | $ | 11,559 | (6) | % | |||||||||||
| GTN adjustments percentage | 45 | % | 40 | % | 5 | % | |||||||||||
| U.S. | 51 | % | 45 | % | 6 | % | |||||||||||
| Non-U.S. | 21 | % | 21 | % | — | % | |||||||||||
Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $289 million and $80 million for the three months ended March 31, 2025 and 2024, respectively. The reductions to provisions recognized in 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.
30
Product Revenues
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2025 | 2024 | % Change | ||||||||||||||
Growth Portfolio | |||||||||||||||||
| Opdivo | $ | 2,265 | $ | 2,078 | 9 | % | |||||||||||
| U.S. | 1,332 | 1,155 | 15 | % | |||||||||||||
| Non-U.S. | 933 | 923 | 1 | % | |||||||||||||
Opdivo Qvantig | 9 | — | N/A | ||||||||||||||
| U.S. | 8 | — | N/A | ||||||||||||||
| Non-U.S. | — | — | N/A | ||||||||||||||
| Orencia | 770 | 798 | (4) | % | |||||||||||||
| U.S. | 555 | 572 | (3) | % | |||||||||||||
| Non-U.S. | 215 | 226 | (5) | % | |||||||||||||
| Yervoy | 624 | 583 | 7 | % | |||||||||||||
| U.S. | 394 | 368 | 7 | % | |||||||||||||
| Non-U.S. | 230 | 215 | 7 | % | |||||||||||||
| Reblozyl | 478 | 354 | 35 | % | |||||||||||||
| U.S. | 390 | 293 | 33 | % | |||||||||||||
| Non-U.S. | 89 | 61 | 44 | % | |||||||||||||
| Opdualag | 252 | 206 | 23 | % | |||||||||||||
| U.S. | 228 | 198 | 15 | % | |||||||||||||
| Non-U.S. | 25 | 8 | >200% | ||||||||||||||
| Breyanzi | 263 | 107 | 146 | % | |||||||||||||
| U.S. | 204 | 87 | 133 | % | |||||||||||||
| Non-U.S. | 60 | 20 | >200% | ||||||||||||||
| Camzyos | 159 | 84 | 89 | % | |||||||||||||
| U.S. | 126 | 77 | 63 | % | |||||||||||||
| Non-U.S. | 33 | 7 | >200% | ||||||||||||||
| Zeposia | 107 | 110 | (3) | % | |||||||||||||
| U.S. | 61 | 72 | (16) | % | |||||||||||||
| Non-U.S. | 46 | 38 | 22 | % | |||||||||||||
| Abecma | 103 | 82 | 26 | % | |||||||||||||
| U.S. | 59 | 52 | 13 | % | |||||||||||||
| Non-U.S. | 45 | 30 | 47 | % | |||||||||||||
| Sotyktu | 55 | 44 | 27 | % | |||||||||||||
| U.S. | 32 | 34 | (5) | % | |||||||||||||
| Non-U.S. | 23 | 10 | 138 | % | |||||||||||||
| Krazati | 48 | 21 | 125 | % | |||||||||||||
| U.S. | 44 | 21 | 116 | % | |||||||||||||
| Non-U.S. | 4 | — | >200% | ||||||||||||||
Cobenfy | 27 | — | N/A | ||||||||||||||
| U.S. | 27 | — | N/A | ||||||||||||||
| Non-U.S. | — | — | N/A | ||||||||||||||
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| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2025 | 2024 | % Change | ||||||||||||||
Growth Portfolio (cont.) | |||||||||||||||||
Other Growth Products(a) | 403 | 325 | 24 | % | |||||||||||||
| U.S. | 174 | 154 | 13 | % | |||||||||||||
| Non-U.S. | 229 | 171 | 34 | % | |||||||||||||
Total Growth Portfolio | $ | 5,563 | $ | 4,792 | 16 | % | |||||||||||
| U.S. | 3,633 | 3,083 | 18 | % | |||||||||||||
| Non-U.S. | 1,930 | 1,709 | 13 | % | |||||||||||||
Legacy Portfolio | |||||||||||||||||
| Eliquis | $ | 3,565 | $ | 3,720 | (4) | % | |||||||||||
| U.S. | 2,646 | 2,821 | (6) | % | |||||||||||||
| Non-U.S. | 919 | 899 | 2 | % | |||||||||||||
| Revlimid | 936 | 1,669 | (44) | % | |||||||||||||
| U.S. | 809 | 1,453 | (44) | % | |||||||||||||
| Non-U.S. | 127 | 216 | (41) | % | |||||||||||||
| Pomalyst/Imnovid | 658 | 865 | (24) | % | |||||||||||||
| U.S. | 537 | 597 | (10) | % | |||||||||||||
| Non-U.S. | 122 | 268 | (55) | % | |||||||||||||
| Sprycel | 175 | 374 | (53) | % | |||||||||||||
| U.S. | 126 | 282 | (56) | % | |||||||||||||
| Non-U.S. | 49 | 92 | (47) | % | |||||||||||||
| Abraxane | 105 | 217 | (52) | % | |||||||||||||
| U.S. | 40 | 145 | (72) | % | |||||||||||||
| Non-U.S. | 65 | 72 | (10) | % | |||||||||||||
Other Legacy Products(b) | 199 | 228 | (12) | % | |||||||||||||
| U.S. | 82 | 95 | (14) | % | |||||||||||||
| Non-U.S. | 116 | 133 | (10) | % | |||||||||||||
Total Legacy Portfolio | $ | 5,638 | $ | 7,073 | (20) | % | |||||||||||
| U.S. | 4,240 | 5,393 | (21) | % | |||||||||||||
| Non-U.S. | 1,398 | 1,680 | (17) | % | |||||||||||||
Total Revenues | $ | 11,201 | $ | 11,865 | (6) | % | |||||||||||
| U.S. | 7,873 | 8,476 | (7) | % | |||||||||||||
Non-U.S.(c) | 3,328 | 3,389 | (2) | % | |||||||||||||
(a) Includes Augtyro, Onureg, Inrebic, Nulojix, Empliciti and royalty revenues.
(b) Includes other mature brands.
(c) Includes international and other.
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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 15% during the first quarter of 2025 primarily due to prior year changes in sales channel inventory and timing of customer orders and higher average net selling prices in 2025.
•International revenues increased 1% during the first quarter of 2025 primarily due to higher demand for core indications and additional indication launches, partially offset by foreign exchange impacts of 6%. Excluding foreign exchange impacts, revenues increased 7%.
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.
Orencia (abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA. It has indications for (i) reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA and (ii) for the treatment of aGVHD, in combination with a calcineurin inhibitor and methotrexate.
•U.S. revenues decreased 3% during the first quarter of 2025 primarily due to lower average net selling prices, partially offset by higher demand.
•International revenues decreased 5% during the first quarter of 2025 primarily due to foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues decreased 1%.
•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 and esophageal cancer.
•U.S. revenues increased 7% during the first quarter of 2025 primarily due to higher demand.
•International revenues increased 7% during the first quarter of 2025 primarily due to higher demand as a result of additional indication launches and continued strength in core indications, partially offset by foreign exchange impacts of 6%. Excluding foreign exchange impacts, revenues increased 12%.
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 33% during the first quarter of 2025 primarily due to higher demand.
•International revenues increased 44% during the first quarter of 2025 primarily due to higher demand, partially offset by foreign exchange impacts of 5%. Excluding foreign exchange impacts, revenues increased 49%.
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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 15% during the first quarter of 2025 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 133% during the first quarter of 2025 primarily due to higher demand enabled by expanded manufacturing capacity, new indication launches and higher average net selling prices.
•International revenues increased by over 200% during the first quarter of 2025 primarily due to higher demand driven by new indication launches.
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 63% during the first quarter of 2025, primarily due to higher demand.
Zeposia (ozanimod) — an oral immunomodulatory drug used to treat relapsing forms of multiple sclerosis, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults.
•U.S. revenues decreased 16% during the first quarter of 2025 primarily due to lower demand.
•International revenues increased 22% during the first quarter of 2025 primarily due to higher demand, partially offset by foreign exchange impacts of 4%. Excluding foreign exchange impacts, revenues increased 26%.
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 increased 13% during the first quarter of 2025 primarily due to higher average net selling prices and higher demand, partially offset by increased competition in BCMA targeted therapies.
•International revenues increased 47% during the first quarter of 2025 primarily due to higher demand driven by new launches in Europe, partially offset by foreign exchange impacts of 6%. Excluding foreign exchange impacts, revenues increased 54%.
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 decreased 5% during the first quarter of 2025 primarily due to lower average net selling prices, partially offset by higher demand.
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 116% during the first quarter of 2025, primarily due to higher demand.
Cobenfy (xanomeline and trospium chloride) – a combination of xanomeline, a M1/M4 muscarinic agonist, and trospium chloride, a peripheral muscarinic antagonist, indicated for the treatment of schizophrenia in adults. Cobenfy was approved by the FDA in September 2024 and launched in October 2024.
34
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 decreased 6% during the first quarter of 2025 primarily due to lower average net selling prices, partially offset by higher demand. Lower average net selling prices in the first quarter of 2025 is driven by the redesign of the Medicare Part D program.
•International revenues increased 2% during the first quarter of 2025 primarily due to higher demand, partially offset by foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues increased 5%.
•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 44% during the first quarter of 2025 primarily due to lower demand driven by generic erosion and lower average net selling prices.
•International revenues decreased 41% during the first quarter of 2025 primarily due to lower demand driven by generic erosion and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues decreased 39%.
•In the U.S., certain third parties have been granted volume-limited licenses to sell generic lenalidomide. Pursuant to these licenses, several generics have entered or are expected to enter the U.S. market with volume-limited quantities of generic lenalidomide. These licenses will no longer be volume limited beginning on January 31, 2026. In the EU and Japan, generic lenalidomide products have entered the market.
Pomalyst/Imnovid (pomalidomide) — a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets. Pomalyst/Imnovid is indicated for patients with multiple myeloma who have received at least two prior therapies including lenalidomide and a proteasome inhibitor and have demonstrated disease progression on or within 60 days of completion of the last therapy.
•U.S. revenues decreased 10% during the first quarter of 2025 primarily due to lower average net selling prices.
•International revenues decreased 55% during the first quarter of 2025 primarily due to generic erosion and foreign exchange impacts of 1%. Excluding foreign exchange impacts, revenues decreased 53%.
•Generic pomalidomide products entered the EU market in August 2024 and are expected to enter the U.S market in March 2026.
35
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 56% during the first quarter of 2025 primarily due to lower demand driven by generic erosion.
•International revenues decreased 47% during the first quarter of 2025 primarily due to lower demand driven by generic erosion, lower average net selling prices, and foreign exchange impacts of 3%. Excluding foreign exchange impacts, revenues decreased 43%.
•In the U.S. (September 2024) and EU, generic dasatinib products have entered the market. In Japan, the composition of matter patent for the treatment of non-imatinib-resistant CML has expired.
Abraxane (paclitaxel albumin-bound particles for injectable suspension) — a solvent-free protein-bound chemotherapy product that combines paclitaxel with albumin using our proprietary Nab® technology platform, and is used to treat breast cancer, NSCLC and pancreatic cancer, among others.
•U.S. revenues decreased 72% during the first quarter of 2025 primarily due to lower demand driven by generic erosion.
Other legacy products — includes other mature brands.
Estimated End-User Demand
Pursuant to the SEC Consent Order described under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations— SEC Consent Order" in our 2024 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of March 31, 2025, for our U.S. distribution channels, and as of December 31, 2024, 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 three months ended March 31, 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 three months ended March 31, 2025 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to certain limited exceptions, in our next quarterly report on Form 10-Q.
36
Expenses
| Three Months Ended March 31, | |||||||||||||||||
| Dollars in millions | 2025 | 2024 | % Change | ||||||||||||||
Cost of products sold(a) | $ | 3,033 | $ | 2,932 | 3 | % | |||||||||||
Selling, general and administrative | 1,584 | 2,367 | (33) | % | |||||||||||||
| Research and development | 2,257 | 2,695 | (16) | % | |||||||||||||
| Acquired IPRD | 188 | 12,949 | (99) | % | |||||||||||||
| Amortization of acquired intangible assets | 830 | 2,357 | (65) | % | |||||||||||||
| Other (income)/expense, net | 339 | 81 | >200% | ||||||||||||||
| Total Expenses | $ | 8,230 | $ | 23,381 | (65) | % | |||||||||||
(a) Excludes amortization of acquired intangible assets.
Cost of Products Sold
Cost of products sold increased by $101 million in the first quarter of 2025 primarily due to product mix.
Selling, General and Administrative
Selling, general and administrative expense decreased by $783 million in the first quarter of 2025, primarily due to the cash settlement of unvested stock awards and other acquisition-related expenses of $372 million in 2024 and impacts of our strategic productivity initiatives in 2025.
Research and Development
Research and development expense decreased by $438 million in the first quarter of 2025, primarily due to the cash settlement of unvested stock awards and other acquisition-related expenses of $348 million in 2024 and impacts of our strategic productivity initiatives 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 March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Karuna asset acquisition (Note 4) | $ | — | $ | 12,122 | |||||||
| SystImmune upfront fee (Note 3) | — | 800 | |||||||||
| BioArctic upfront fee (Note 4) | 100 | — | |||||||||
| Evotec designation and opt-in license fees | 83 | 25 | |||||||||
| Other | 5 | 2 | |||||||||
| Acquired IPRD | $ | 188 | $ | 12,949 | |||||||
Amortization of Acquired Intangible Assets
Amortization of acquired intangible assets decreased by $1.5 billion in the first quarter of 2025 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.
37
Other (Income)/Expense, Net
Other (income)/expense, net changed by $258 million as discussed below.
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Interest expense | $ | 494 | $ | 425 | |||||||
| Royalty income - divestitures | (272) | (271) | |||||||||
| Royalty and licensing income | (259) | (161) | |||||||||
| Provision for restructuring | 133 | 220 | |||||||||
| Investment income | (138) | (183) | |||||||||
| Integration expenses | 41 | 71 | |||||||||
| Litigation and other settlements | 257 | 2 | |||||||||
| Acquisition expenses | 2 | 49 | |||||||||
| Equity investment (gain)/losses | 78 | (102) | |||||||||
| Other | 3 | 31 | |||||||||
Other (income)/expense, net | $ | 339 | $ | 81 | |||||||
•Interest expense increased in the first quarter of 2025 due to additional borrowings issued in 2024. Refer to "Item 1. Financial Statements—Note 10. Financing Arrangements" for further information.
•Royalty income increased in the first quarter of 2025 primarily due to contingent milestones and higher royalties. BMS will receive royalty payments associated with its divested diabetes business through December 31, 2025. Refer to "Item 1. Financial Statements—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements" for further information.
•Provision for restructuring includes exit and other costs primarily related to certain restructuring activities including the plans discussed further in "Item 1. Financial Statements—Note 6. Restructuring".
•Investment income decreased in the first quarter of 2025 due to lower interest rates and cash balances.
•Litigation and other settlements includes amounts related to pricing, sales and promotional practices disputes. Refer to "Item 1. Financial Statements— Note 18. Legal Proceedings and Contingencies" for further information.
•Acquisition expenses primarily includes investment banking and professional advisory fees.
•Equity investments generated losses in 2025 compared to gains in 2024. Losses recognized in the first quarter of 2025 were primarily related to equity investments without a readily determinable fair value. Refer to "Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements" for more information.
Income Taxes
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Earnings/(Loss) before income taxes | $ | 2,971 | $ | (11,516) | |||||||
| Income tax provision | 509 | 392 | |||||||||
| Effective tax rate | 17.1 | % | (3.4) | % | |||||||
| Impact of specified items | (2.1) | % | (5.6) | % | |||||||
| Effective tax rate excluding specified items | 15.1 | % | (9.0) | % | |||||||
Provision for income taxes in interim periods is determined based on the estimated annual effective tax rates and the tax impact of discrete items that are reflected immediately. The effective tax rate for the three months ended March 31, 2025 was primarily impacted by jurisdictional earnings mix and certain discrete adjustments. The effective tax rate for the three months ended March 31, 2024 includes the impact of a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna.
38
Non-GAAP Financial Measures
Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of past or future operating results. These items are excluded from non-GAAP earnings and related EPS information because the Company believes they neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) divestiture gains or losses, (vii) stock compensation resulting from acquisition-related equity awards, (viii) pension, legal and other contractual settlement charges, (ix) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method investments), and (x) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. 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 April 24, 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.
39
Specified items were as follows:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Inventory purchase price accounting adjustments | $ | 13 | $ | 8 | |||||||
| Site exit and other costs | 2 | 14 | |||||||||
| Cost of products sold | 14 | 22 | |||||||||
Acquisition related charges(a) | — | 372 | |||||||||
| Site exit and other costs | 1 | 6 | |||||||||
Selling, general and administrative | 1 | 378 | |||||||||
Acquisition related charges(a) | — | 348 | |||||||||
| Site exit and other costs | 21 | 1 | |||||||||
| Research and development | 21 | 349 | |||||||||
| Amortization of acquired intangible assets | 830 | 2,357 | |||||||||
Interest expense(b) | (12) | (13) | |||||||||
| Provision for restructuring | 133 | 220 | |||||||||
| Integration expenses | 41 | 71 | |||||||||
| Litigation and other settlements | 246 | — | |||||||||
| Acquisition expenses | 2 | 49 | |||||||||
| Equity investment (gain)/losses | 77 | (102) | |||||||||
| Other | 2 | 10 | |||||||||
| Other (income)/expense, net | 489 | 235 | |||||||||
| Increase to pretax income | 1,356 | 3,341 | |||||||||
| Income taxes on items above | (143) | (340) | |||||||||
| Increase to net earnings | $ | 1,212 | $ | 3,001 | |||||||
(a) Includes cash settlement of unvested stock awards, and other related costs incurred in connection with the recent acquisitions.
(b) Includes amortization of purchase price adjustments to Celgene debt.
The reconciliations from GAAP to Non-GAAP were as follows:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions, except per share data | 2025 | 2024 | |||||||||
| Net earnings/(loss) attributable to BMS | |||||||||||
| GAAP | $ | 2,456 | $ | (11,911) | |||||||
| Specified items | 1,212 | 3,001 | |||||||||
| Non-GAAP | $ | 3,668 | $ | (8,910) | |||||||
| Weighted-average common shares outstanding – diluted | 2,040 | 2,023 | |||||||||
| Diluted earnings/(loss) per share attributable to BMS | |||||||||||
| GAAP | $ | 1.20 | $ | (5.89) | |||||||
| Specified items | 0.59 | 1.49 | |||||||||
| Non-GAAP | $ | 1.80 | $ | (4.40) | |||||||
40
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Our net debt position was as follows:
| Dollars in Millions | March 31, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | 10,875 | $ | 10,346 | |||||||
| Marketable debt securities – current | 907 | 513 | |||||||||
| Marketable debt securities – non-current | 344 | 320 | |||||||||
| Total cash, cash equivalents and marketable debt securities | 12,126 | 11,179 | |||||||||
| Short-term debt obligations | (3,554) | (2,046) | |||||||||
| Long-term debt | (46,157) | (47,603) | |||||||||
| Net debt position | $ | (37,584) | $ | (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 first quarter of 2025, our net debt position decreased by $886 million primarily driven by cash provided by operations of $2.0 billion, partially offset by dividend payments of $1.3 billion.
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 December 31, 2024, 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 March 31, 2025 and December 31, 2024.
Dividend payments were $1.3 billion during the three months ended March 31, 2025. The decision to authorize dividends is made on a quarterly basis by our Board of Directors.
Cash Flows
The following is a discussion of cash flow activities:
| Three Months Ended March 31, | |||||||||||
| Dollars in millions | 2025 | 2024 | |||||||||
| Cash flow provided by/(used in): | |||||||||||
| Operating activities | $ | 1,954 | $ | 2,834 | |||||||
| Investing activities | (499) | (19,618) | |||||||||
| Financing activities | (993) | 14,644 | |||||||||
Operating Activities
The $880 million decrease in cash provided by operating activities compared to 2024, was primarily due to higher U.S. GTN payments, partially offset by customer collections.
Investing Activities
The $19.1 billion change in cash used in investing activities compared to 2024 was due to higher acquisition-related payments of $20.0 billion in 2024, partially offset by lower net proceeds from marketable debt securities of $889 million.
Financing Activities
The $15.6 billion change in cash provided by financing activities compared to 2024 was primarily due to net debt borrowings of $15.6 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 first quarter of 2025 as of April 24, 2025:
| Product | Indication | Date | Developments | ||||||||
Augtyro | NSCLC and Solid Tumor | February 2025 | Announced EC approval of Augtyro as a treatment for ROS1 TKI-naïve and –pre-treated adult patients with ROS1-positive advanced NSCLC and for the treatment of adult and pediatric patients 12 years of age and older with advanced solid tumors expressing a NTRK gene fusion, and who have received a prior NTRK inhibitor, or have not received a prior NTRK inhibitor and treatment options not targeting NTRK provided limited clinical benefit, or have been exhausted. The approval is based on results from the TRIDENT-1 and CARE trials. | ||||||||
Breyanzi | FL | March 2025 | Announced EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy. This approval is based on results from the global, Phase II TRANSCEND FL study, the largest clinical trial to date to evaluate a CAR-T cell therapy in patients with relapsed or refractory indolent NHL, including FL. | ||||||||
MZL | February 2025 | Announced positive topline results from the Phase II TRANSCEND FL trial evaluating Breyanzi in adult patients with relapsed or refractory indolent B-cell NHL, in which the trial met its primary endpoint of overall response rate in the MZL cohort. The trial also met the key secondary endpoint of complete response rate. | |||||||||
| Camzyos | nHCM | April 2025 | Announced that the Phase III ODYSSEY-HCM trial evaluating Camzyos for the treatment of adult patients with symptomatic New York Heart Association class II-III nHCM did not meet its dual primary endpoints. | ||||||||
| oHCM | April 2025 | The FDA updated the U.S. Prescribing Information for Camzyos, simplifying treatment for patients and physicians by reducing the required echo monitoring for eligible patients in the maintenance phase and expanding patient eligibility by reducing contraindications. | |||||||||
| March 2025 | Announced that Japan’s Ministry of Health, Labour and Welfare granted manufacturing and marketing approval for Camzyos for the treatment of adults with oHCM. This approval is based on results from the global Phase III EXPLORER-HCM study and the Japan Phase III HORIZON-HCM study. | ||||||||||
| February 2025 | In EU, following an opinion from the CHMP of the EMA, Camzyos received a label update to reduce the frequency of required echocardiography monitoring once a patient treated for oHCM is on a stable dose. In addition, the company has an April PDUFA goal date from the FDA in the same setting. | ||||||||||
Cobenfy | Schizophrenia | April 2025 | Announced that the Phase III ARISE trial evaluating Cobenfy as an adjunctive treatment to atypical antipsychotics in adults with schizophrenia did not meet the threshold for statistical significance for the primary endpoint. | ||||||||
| Opdivo | NSCLC | March 2025 | Announced that the CHMP of the EMA has recommended approval of Opdivo, in combination with platinum-based chemotherapy as neoadjuvant treatment, followed by Opdivo as monotherapy as adjuvant treatment after surgical resection for the treatment of resectable NSCLC at high risk of recurrence in adult patients whose tumors have PD-L1 expression ≥1%. The CHMP adopted a positive opinion based on results from the CheckMate -77T trial, in which the perioperative regimen of neoadjuvant Opdivo with chemotherapy followed by surgery and adjuvant Opdivo monotherapy demonstrated statistically significant and clinically meaningful improvement in event-free survival, the study’s primary endpoint. | ||||||||
| February 2025 | Announced that the results from the Phase III CheckMate -816 study evaluating Opdivo in combination with platinum-doublet chemotherapy as a neoadjuvant treatment for adult patients with resectable NSCLC, showed a statistically significant and clinically meaningful improvement in the key secondary endpoint of overall survival compared to neoadjuvant chemotherapy alone. | ||||||||||
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| Product | Indication | Date | Developments | ||||||||
| Opdivo Qvantig | Multiple Indications | March 2025 | Announced that the CHMP of the EMA has recommended approval of Opdivo Qvantig injection for subcutaneous use, in most previously approved adult, solid tumor Opdivo indications as monotherapy, monotherapy maintenance following completion of Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib. This recommendation is based primarily on results from the Phase III CheckMate -67T trial which demonstrated noninferiority in the co-primary endpoints of Cavgd28 (time-averaged Opdivo serum concentration over 28 days) and Cminss (trough serum concentration at steady state) and consistent efficacy in the secondary endpoint of ORR for the subcutaneous formulation of Opdivo vs. its intravenous formulation. | ||||||||
Opdivo + Yervoy | CRC | April 2025 | Announced FDA approval of Opdivo + Yervoy as a first-line treatment of adult and pediatric patients 12 years and older with unresectable or metastatic instability-high or mismatch repair deficient CRC. This approval is based on the Phase III CheckMate -8HW trial. This approval, granted more than two months ahead of the June 23, 2025 PDUFA goal date, follows the FDA's prior decision to grant the application Breakthrough Therapy Designation and Priority Review status. | ||||||||
HCC | April 2025 | Announced FDA approval of Opdivo + Yervoy as a first-line treatment for adult patients with unresectable or metastatic HCC. This approval is based on the results from the global Phase III CheckMate-9DW trial. | |||||||||
| March 2025 | Announced EC approval of Opdivo + Yervoy for the first-line treatment of adult patients with unresectable or advanced HCC. The approval is based on results from the CheckMate -9DW study, in which the dual immunotherapy treatment led to a statistically significant and clinically meaningful improvement in overall survival, the clinical trial's primary endpoint. | ||||||||||
| Opdualag | Melanoma | February 2025 | Announced that the Phase III RELATIVITY-098 trial evaluating Opdualag for the adjuvant treatment of patients with completely resected stage III-IV melanoma did not meet its primary endpoint of recurrence-free survival. The safety profile of Opdualag observed in this analysis was consistent with the known profiles of nivolumab and relatlimab. | ||||||||
| Sotyktu | Plaque Psoriasis | February 2025 | Announced new five-year results from the POETYK PSO long-term extension trial of Sotyktu treatment in adult patients with moderate-to-severe plaque psoriasis, in which the safety profile of Sotyktu remained consistent through five years with more than 5,000 patient-years of exposure in the trial, with no new safety signals identified. In patients who were treated continuously with Sotyktu, clinical response rates were maintained from Year 1 to Year 5, including Psoriasis Area and Severity Index (PASI) 75, PASI 90 and static Physician’s Global Assessment (sPGA) 0/1 (clear/almost clear). | ||||||||
| PsA | March 2025 | Announced positive data from the pivotal Phase III POETYK PsA-2 trial evaluating the efficacy and safety of Sotyktu in adults with active PsA. The trial met its primary endpoint, with a significantly greater proportion of Sotyktu-treated patients achieving ACR20 response (at least a 20 percent improvement in signs and symptoms of disease) after 16 weeks of treatment compared with placebo (54.2% versus 39.4%, respectively). Additionally, treatment with Sotyktu met important secondary endpoints across PsA disease activity at Week 16, demonstrating improvement across clinical signs and symptoms, extra-articular manifestations and patient-reported outcomes. The overall safety profile of Sotyktu through 16 weeks of treatment was consistent with that established in a Phase II PsA clinical trial and Phase III moderate-to-severe plaque psoriasis clinical trials. | |||||||||
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 three months ended March 31, 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."
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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, 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 three months ended March 31, 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 March 31, 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 March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Information pertaining to legal proceedings can be found in "Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies," to the interim consolidated financial statements, and is incorporated by reference herein.
Item 1A. RISK FACTORS
There have been no material changes from the risk factors disclosed in the Company's 2024 Form 10-K.
44
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 March 31, 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 | |||||||||||||||||||||||
| January 1 to 31, 2025 | 25,240 | $ | 56.91 | — | $ | 5,014 | |||||||||||||||||
| February 1 to 28, 2025 | 46,917 | $ | 57.79 | — | $ | 5,014 | |||||||||||||||||
| March 1 to 31, 2025 | 2,488,914 | $ | 63.00 | — | $ | 5,014 | |||||||||||||||||
| Three months ended March 31, 2025 | 2,561,071 | — | |||||||||||||||||||||
(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 March 31, 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 period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted terminated
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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 | |||||||
| 10a. | ||||||||
| 10b. | ||||||||
| 10c. | ||||||||
| 10d. | ||||||||
| 10e. | ||||||||
| 10f. | ||||||||
| 10g. | ||||||||
| 31a. | ||||||||
| 31b. | ||||||||
| 32a. | ||||||||
| 32b. | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Gleevec is a trademark of Novartis AG; Keytruda is a trademark of Merck & Co., Inc., Rahway, NJ, USA; Plavix is a trademark of Sanofi; and Tecentriq is a trademark of Genentech, Inc. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.
46
SUMMARY OF ABBREVIATED TERMS
Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form 10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:
| 2024 Form 10-K | Annual Report on Form 10-K for the fiscal year ended December 31, 2024 | MDS | myelodysplastic syndromes | ||||||||
| 2024 Senior Unsecured Notes | Aggregate principal amount of $13.0 billion of senior unsecured notes issued by BMS in February 2024 | Merck | Merck & Co. | ||||||||
2seventy bio | 2seventy bio, Inc. | Mirati | Mirati Therapeutics, Inc. | ||||||||
| aGVHD | acute graft-versus-host disease | MPM | malignant pleural mesothelioma | ||||||||
| ADC | antibody-drug conjugate | MTA | Methylthioadenosine | ||||||||
| ADP | adenosine diphosphate | MZL | marginal zone lymphoma | ||||||||
| ANDA | Abbreviated New Drug Application | NDA | New Drug Application | ||||||||
| AOCI | Accumulated other comprehensive loss | nHCM | Nonobstructive Hypertrophic Cardiomyopathy | ||||||||
| BCMA | B-cell maturation antigen-directed | NHL | Non-Hodgkin's Lymphoma | ||||||||
| BioArctic | BioArctic AB | NKT | natural killer T | ||||||||
| CAR-T | chimeric antigen receptor T-cell | NSCLC | non-small cell lung cancer | ||||||||
| Celgene | Celgene Corporation | NTRK | Neurotrophic Tropomyosin Receptor Kinase | ||||||||
| CERCLA | U.S. Comprehensive Environmental Response, Compensation and Liability Act | Nimbus | Nimbus Therapeutics | ||||||||
| CGDP | Coverage Gap Discount Program | NVAF | non-valvular atrial fibrillation | ||||||||
| CHMP | Committee for Medicinal Products for Human Use | OECD | Organization for Economic Co-operation and Development | ||||||||
| CLL | Chronic Lymphocytic Leukemia | oHCM | Obstructive Hypertrophic Cardiomyopathy | ||||||||
| CML | chronic myeloid leukemia | Ono | Ono Pharmaceutical Co., Ltd | ||||||||
| CRC | colorectal carcinoma | PD-1 | programmed cell death protein 1 | ||||||||
| CTLA4 | Cytotoxic T-lymphocyte Antigen-4 | PD-LI | programmed death-ligand 1 | ||||||||
| CVR | Contingent value right | PDUFA | Prescription Drug User Fee Act | ||||||||
| DLBCL | Diffuse Large B-cell Lymphoma | PE | pulmonary embolism | ||||||||
| DVT | deep vein thrombosis | PRMT5 | protein arginine methyltransferase 5 | ||||||||
| EC | European Commission | PsA | psoriatic arthritis | ||||||||
| EMA | European Medicines Agency | Quarterly Report on Form 10-Q | Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 | ||||||||
| EPS | earnings per share | R&D | research and development | ||||||||
| EU | European Union | RA | rheumatoid arthritis | ||||||||
| Exchange Act | the Securities Exchange Act of 1934 | RayzeBio | RayzeBio, Inc. | ||||||||
| FASB | Financial Accounting Standards Board | RCC | renal cell carcinoma | ||||||||
| FDA | U.S. Food and Drug Administration | RDFV | readily determinable fair values | ||||||||
| FL | follicular lymphoma | REMS | risk evaluation and mitigation strategy | ||||||||
| GAAP | generally accepted accounting principles | Roche | F. Hoffman-La Roche & Co. | ||||||||
| GTN | gross-to-net | RPT | radiopharmaceutical therapeutics | ||||||||
| HCC | hepatocellular carcinoma | RS | ring sideroblast | ||||||||
| HCM | hypertrophic cardiomyopathy | Sanofi | Sanofi S.A. | ||||||||
| HHS | Health and Human Services | SEC | U.S. Securities and Exchange Commission | ||||||||
| IPRD | in-process research and development | SLL | Small Lymphocytic Lymphoma | ||||||||
| IRA | Inflation Reduction Act of 2022 | SPC | Supplementary Protection Certificate | ||||||||
| IRS | Internal Revenue Service | SystImmune | SystImmune, Inc. | ||||||||
| JIA | juvenile idiopathic arthritis | TCJA | Tax Cuts and Jobs Act | ||||||||
| Karuna | Karuna Therapeutics, Inc. | UC | ulcerative colitis | ||||||||
| KRAS | Kirsten rat sarcoma | UK | United Kingdom | ||||||||
| LBCL | Large B-cell Lymphoma | U.S. | United States | ||||||||
| MCL | mantle cell lymphoma | VAT | value added tax | ||||||||
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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: | April 24, 2025 | By: | /s/ Christopher Boerner, Ph.D. | ||||||||
Christopher Boerner, Ph. D. Chair of the Board and Chief Executive Officer | |||||||||||
| Date: | April 24, 2025 | By: | /s/ David V. Elkins | ||||||||
David V. Elkins Chief Financial Officer | |||||||||||
48