UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 001-01136

___________________________

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

___________________________

Delaware	22-0790350
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification No.)

430 E. 29th Street, 14FL, New York, NY 10016

(Address of principal executive offices) (Zip Code)

(212) 546-4200

(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
Common Stock, $0.10 Par Value	BMY	New York Stock Exchange
1.000% Notes due 2025	BMY25	New York Stock Exchange
1.750% Notes due 2035	BMY35	New York Stock Exchange
Celgene Contingent Value Rights	CELG RT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition 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  ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

At July 15, 2022, there were 2,135,255,158 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

June 30, 2022

PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive Income	3
Consolidated Balance Sheets	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.
Quantitative and Qualitative Disclosure About Market Risk	53
Item 4.
Controls and Procedures	53
PART II—OTHER INFORMATION
Item 1.
Legal Proceedings	53
Item 1A.
Risk Factors	53
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 6.
Exhibits	55
Summary of Abbreviated Terms	56
Signatures	57

*    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 June 30,				Six Months Ended June 30,
EARNINGS	2022		2021		2022		2021
Net product sales	$	11,485	$	11,405	$	22,793	$	22,203
Alliance and other revenues	402		298		742		573
Total Revenues	11,887		11,703		23,535		22,776
Cost of products sold(a)	2,720		2,452		5,191		5,293
Marketing, selling and administrative	1,787		1,882		3,618		3,548
Research and development	2,321		2,478		4,581		4,697
Acquired IPRD	400		793		733		799
Amortization of acquired intangible assets	2,417		2,547		4,834		5,060
Other (income)/expense, net	284		(2)		933		(704)
Total Expenses	9,929		10,150		19,890		18,693
Earnings Before Income Taxes	1,958		1,553		3,645		4,083
Provision for Income Taxes	529		492		933		993
Net Earnings	1,429		1,061		2,712		3,090
Noncontrolling Interest	8		6		13		14
Net Earnings Attributable to BMS	$	1,421	$	1,055	$	2,699	$	3,076
Earnings per Common Share
Basic	$	0.67	$	0.47	$	1.26	$	1.38
Diluted	0.66		0.47		1.25		1.36

(a)    Excludes amortization of acquired intangible assets.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in Millions

(UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
COMPREHENSIVE INCOME	2022		2021		2022		2021
Net Earnings	$	1,429	$	1,061	$	2,712	$	3,090
Other Comprehensive Income, net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	301		6		332		286
Pension and postretirement benefits	25		15		46		38
Marketable debt securities	(1)		(2)		(2)		(4)
Foreign currency translation	(88)		7		(100)		1
Total Other Comprehensive Income	237		26		276		321
Comprehensive Income	1,666		1,087		2,988		3,411
Comprehensive Income Attributable to Noncontrolling Interest	8		6		13		14
Comprehensive Income Attributable to BMS	$	1,658	$	1,081	$	2,975	$	3,397

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	June 30, 2022		December 31, 2021
Current Assets:
Cash and cash equivalents	$	10,750	$	13,979
Marketable debt securities	2,478		2,987
Receivables	9,054		9,369
Inventories	2,142		2,095
Other current assets	5,762		4,832
Total Current Assets	30,186		33,262
Property, plant and equipment	5,970		6,049
Goodwill	20,446		20,502
Other intangible assets	37,690		42,527
Deferred income taxes	1,337		1,439
Other non-current assets	4,728		5,535
Total Assets	$	100,357	$	109,314
LIABILITIES
Current Liabilities:
Short-term debt obligations	$	4,953	$	4,948
Accounts payable	2,882		2,949
Other current liabilities	13,080		13,971
Total Current Liabilities	20,915		21,868
Deferred income taxes	3,034		4,501
Long-term debt	37,107		39,605
Other non-current liabilities	6,640		7,334
Total Liabilities	67,696		73,308
Commitments and contingencies
EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock	—		—
Common stock	292		292
Capital in excess of par value of stock	44,375		44,361
Accumulated other comprehensive loss	(992)		(1,268)
Retained earnings	24,217		23,820
Less cost of treasury stock	(35,292)		(31,259)
Total Bristol-Myers Squibb Company Shareholders’ Equity	32,600		35,946
Noncontrolling interest	61		60
Total Equity	32,661		36,006
Total Liabilities and Equity	$	100,357	$	109,314

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)

	Six Months Ended June 30,
	2022		2021
Cash Flows From Operating Activities:
Net earnings	$	2,712	$	3,090
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization, net	5,167		5,380
Deferred income taxes	(1,469)		(95)
Stock-based compensation	223		308
Impairment charges	83		579
Divestiture gains and royalties	(612)		(302)
Acquired IPRD	733		799
Equity investment losses/(gains)	952		(749)
Contingent consideration fair value adjustments	1		(510)
Other adjustments	218		235
Changes in operating assets and liabilities:
Receivables	117		(626)
Inventories	(12)		111
Accounts payable	4		158
Rebates and discounts	(410)		(6)
Income taxes payable	(370)		(795)
Other	(1,264)		(693)
Net Cash Provided by Operating Activities	6,073		6,884
Cash Flows From Investing Activities:
Sale and maturities of marketable debt securities	3,788		1,968
Purchase of marketable debt securities	(3,292)		(2,343)
Proceeds from sales of equity investment securities	150		814
Capital expenditures	(525)		(383)
Divestiture and other proceeds	594		382
Acquisition and other payments, net of cash acquired	(909)		(401)
Net Cash (Used in)/Provided by Investing Activities	(194)		37
Cash Flows From Financing Activities:
Short-term debt obligations, net	130		(185)
Issuance of long-term debt	5,926		—
Repayment of long-term debt	(8,646)		(5,522)
Repurchase of common stock	(5,000)		(3,011)
Dividends	(2,335)		(2,207)
Other	752		448
Net Cash Used in Financing Activities	(9,173)		(10,477)
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash	(62)		(20)
Decrease in Cash, Cash Equivalents and Restricted Cash	(3,356)		(3,576)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	14,316		14,973
Cash, Cash Equivalents and Restricted Cash at End of Period	$	10,960	$	11,397

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” 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 at June 30, 2022 and December 31, 2021, the results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. All intercompany balances and transactions have been eliminated. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 included in the 2021 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.

Business Segment Information

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

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.

Reclassifications

Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation. Upfront and contingent milestone charges in connection with asset acquisitions or licensing of third-party intellectual property rights previously presented in Research and development are now presented in Acquired IPRD in the consolidated statements of earnings. Additionally, Rebates and discounts previously presented in Other changes in operating assets and liabilities in the consolidated statements of cash flows are now presented separately in Rebates and discounts.

Recently Issued Accounting Standards Not Yet Adopted

Business Combinations

In October 2021, the FASB issued amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. The guidance is intended to address inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized. At the acquisition date, an entity should account for the related revenue contracts in accordance with existing revenue recognition guidance generally by assessing how the acquiree applied recognition and measurement in their financial statements. The amended guidance is effective January 1, 2023 on a prospective basis. Early adoption is permitted.

6

Fair Value Measurements

In June 2022, the FASB issued amended guidance on measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendment requires the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; the nature and remaining duration of the restriction(s); and the circumstances that could cause a lapse in the restriction(s). The amended guidance is effective January 1, 2024 on a prospective basis. Early adoption is permitted.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2022		2021		2022		2021
Net product sales	$	11,485	$	11,405	$	22,793	$	22,203
Alliance revenues	199		159		387		301
Other revenues	203		139		355		272
Total Revenues	$	11,887	$	11,703	$	23,535	$	22,776

The following table summarizes GTN adjustments:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2022		2021		2022		2021
Gross product sales	$	17,299	$	16,782	$	33,949	$	32,341
GTN adjustments(a)
Charge-backs and cash discounts	(1,750)		(1,720)		(3,513)		(3,306)
Medicaid and Medicare rebates	(2,624)		(2,139)		(4,708)		(3,857)
Other rebates, returns, discounts and adjustments	(1,440)		(1,518)		(2,935)		(2,975)
Total GTN adjustments	(5,814)		(5,377)		(11,156)		(10,138)
Net product sales	$	11,485	$	11,405	$	22,793	$	22,203

(a)    Includes adjustments for provisions for product sales made in prior periods resulting from changes in estimates of $123 million and $197 million for the three and six months ended June 30, 2022, and $85 million and $302 million for the three and six months ended June 30, 2021, respectively.

7

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

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2022		2021		2022		2021
In-Line Products
Eliquis	$	3,235	$	2,792	6,446		5,678
Opdivo	2,063		1,910		3,986		3,630
Pomalyst/Imnovid	908		854		1,734		1,627
Orencia	876		814		1,668		1,572
Sprycel	544		541		1,027		1,011
Yervoy	525		510		1,040		966
Empliciti	77		86		152		171
Mature and other products	435		473		897		979
New Product Portfolio
Reblozyl	172		128		328		240
Abecma	89		24		156		24
Zeposia	66		28		102		46
Breyanzi	39		17		83		17
Inrebic	23		16		41		32
Onureg	32		12		55		27
Opdualag	58		—		64		—
Camzyos	3		—		3		—
Recent LOE Products(a)
Revlimid	2,501		3,202		$	5,298	$	6,146
Abraxane	241		296		455		610
Total Revenues	$	11,887	$	11,703	$	23,535	$	22,776
United States	$	8,268	$	7,388	$	15,962	$	14,398
International	3,427		4,124		7,154		8,023
Other(b)	192		191		419		355
Total Revenues	$	11,887	$	11,703	$	23,535	$	22,776

(a)    Recent LOE Products includes products with significant decline in revenue from the prior reporting period as a result of a loss of exclusivity.

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

Revenue recognized from performance obligations satisfied in prior periods was $184 million and $331 million for the three and six months ended June 30, 2022 and $146 million and $430 million for the three and six months ended June 30, 2021, respectively, consisting primarily of revised estimates for GTN adjustments related to prior period sales and royalties for out-licensing arrangements.

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 may either in-license intellectual property owned by the other party or out-license its intellectual property to the other party. These arrangements also typically include research, development, manufacturing, and/or commercial activities and can cover a single investigational compound or commercial product or multiple compounds and/or products in various life cycle stages. The rights and obligations of the parties can be global or limited to geographic regions. 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 June 30,				Six Months Ended June 30,
Dollars in Millions	2022		2021		2022		2021
Revenues from alliances:
Net product sales	$	3,273	$	2,805	$	6,512	$	5,687
Alliance revenues	199		159		387		301
Total Revenues	$	3,472	$	2,964	$	6,899	$	5,988
Payments to/(from) alliance partners:
Cost of products sold	$	1,572	$	1,346	$	3,128	$	2,743
Marketing, selling and administrative	(53)		(48)		(107)		(97)
Research and development	12		6		34		7
Acquired IPRD	100		730		100		736
Other (income)/expense, net	(11)		(14)		(23)		(19)

Dollars in Millions	June 30, 2022		December 31, 2021
Selected Alliance Balance Sheet information:
Receivables – from alliance partners	$	325	$	320
Accounts payable – to alliance partners	1,509		1,229
Deferred income – from alliances(a)	321		330

(a)    Includes unamortized upfront and milestone payments.

The nature, purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the 2021 Form 10-K. Significant developments and updates related to alliances during the six months ended June 30, 2022, and 2021 are set forth below.

BridgeBio

In May 2022, BMS and BridgeBio commenced a collaboration to develop and commercialize BBP-398, a SHP2 inhibitor, in oncology. The transaction included an upfront payment of $90 million, which was expensed to Acquired IPRD during the three months ended June 30, 2022. BridgeBio is eligible to receive contingent development, regulatory and sales-based milestones up to $815 million, as well as royalties on global net sales, excluding certain markets. BridgeBio is responsible for funding and completing ongoing BBP-398 Phase I monotherapy and combination therapy trials. BMS will lead and fund all other development and commercial activities. BridgeBio has an option to co-develop BBP-398 and receive higher royalties in the U.S.

Nektar

In April 2022, BMS and Nektar announced that the companies have jointly decided to end the global clinical development program for bempegaldesleukin in combination with Opdivo based on results from pre-planned analyses of two late-stage clinical studies in RCC and bladder cancer. These studies and all other ongoing studies in the program will be discontinued.

Eisai

In the second quarter of 2021, BMS and Eisai commenced an exclusive global strategic collaboration for the co-development and co-commercialization of MORAb-202, a selective folate receptor alpha antibody-drug conjugate being investigated in endometrial, ovarian, lung and breast cancers. MORAb-202 is currently in Phase I/II clinical trials for solid tumors.

BMS and Eisai jointly develop and commercialize MORAb-202 in the U.S., Canada, Europe, Japan, China and certain other countries in the Asia-Pacific region (the “collaboration territory”). Eisai is responsible for the global manufacturing and supply. Profits, research and development and commercialization costs are shared in the collaboration territories. BMS is responsible for development and commercialization outside of the collaboration territory and will pay a royalty on those sales.

9

A $650 million up-front collaboration fee was expensed to Acquired IPRD in the second quarter of 2021 and paid in the third quarter of 2021. BMS is also obligated to pay up to $2.5 billion upon the achievement of contingent development, regulatory and sales-based milestones.

Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Acquisitions

Turning Point

In June 2022, BMS entered into a definitive merger agreement to acquire Turning Point, a clinical-stage precision oncology company with a pipeline of investigational medicines designed to target the common mutations and alterations that drive cancer growth. The acquisition will provide BMS rights to Turning Point's lead asset, repotrectinib, and several other clinical and pre-clinical stage assets. Repotrectinib is in a registrational Phase II study in adults and a Phase I/II study in pediatric patients, and is a potential best-in-class tyrosine kinase inhibitor targeting the ROS1 and NTRK oncogenic drivers in NSCLC and other advanced solid tumors.

BMS commenced a tender offer in June 2022, which was extended through August 15, 2022, to acquire all of the issued and outstanding shares of Turning Point's common stock for $76.00 per share in an all-cash transaction for a total consideration of $4.1 billion, including cash settlements of equity stock awards. The transaction is subject to the satisfaction of the tender of a majority of the outstanding shares of Turning Point’s common stock, as well as other customary closing conditions and regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to close during the third quarter of 2022.

Divestitures

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

	Three Months Ended June 30,
	Net Proceeds(a)				Divestiture Gains				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	185	$	132	$	—	$	—	$	(220)	$	(152)
Mature Products and Other	3		70		—		(11)		(1)		—
Total	$	188	$	202	$	—	$	(11)	$	(221)	$	(152)

	Six Months Ended June 30, 2022
	Net Proceeds(a)				Divestiture Gains				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	357	$	296	$	—	$	—	$	(390)	$	(286)
Mature Products and Other	228		86		(211)		(11)		(2)		(1)
Total	$	585	$	382	$	(211)	$	(11)	$	(392)	$	(287)

(a)    Includes royalties received subsequent to the related sale of the asset or business.

Mature Products and Other

Manufacturing Operations

In May 2022, BMS agreed to sell its manufacturing facility in Syracuse, New York to LOTTE Corporation for approximately $170 million. The transaction is expected to close by the end of 2022, subject to certain regulatory approvals and other closing conditions and will be accounted for as a sale of a business. The business was accounted for as held-for-sale and its assets were reduced to the estimated relative fair value resulting in $43 million impairment charge recorded to Cost of products sold during the three months ended June 30, 2022. Assets and liabilities of $155 million and $6 million were reclassified to held-for-sale as of June 30, 2022, and included within Other current assets and Other current liabilities, respectively.

10

Other

During the first quarter of 2022, product rights to several mature products were sold to Cheplapharm, resulting in cash proceeds of $221 million and a divestiture gain of $211 million.

Licensing and Other Arrangements

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

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2022		2021		2022		2021
Keytruda* royalties	$	(243)	$	(204)	$	(464)	$	(396)
Tecentriq* royalties	(19)		(23)		(44)		(45)
Contingent milestone income	(5)		(2)		(46)		(2)
Amortization of deferred income	(11)		(15)		(23)		(30)
Other royalties	(9)		(9)		(16)		(12)
Total	$	(287)	$	(253)	$	(593)	$	(485)

In-license Arrangements

Immatics

During the first quarter of 2022, BMS obtained a global exclusive license to Immatics’ TCR bispecific IMA401 program. IMA401 is being studied in oncology and a Clinical Trial Application has been approved by the German federal regulatory authority. The trial commenced in May 2022. BMS and Immatics collaborate on the development and BMS will be responsible for the commercialization of IMA401 and its related products worldwide, including strategic decisions, regulatory responsibilities, funding and manufacturing. Immatics has the option to co-fund U.S. development in exchange for enhanced U.S. royalty payments and/or to co-promote IMA401 in the U.S. The transaction included an upfront payment of $150 million which was expensed to Acquired IPRD in the first quarter of 2022. Immatics is eligible to receive contingent development, regulatory and sales-based milestones of up to $770 million as well as royalties on global net sales.

Dragonfly

During the first quarter of 2022, a Phase I development milestone for interlukin-12 (“IL-12”) was achieved resulting in a $175 million payment to Dragonfly and an Acquired IPRD charge. The parties also amended the terms of three future milestones by requiring the achievement of certain criteria by specified dates unless BMS notifies Dragonfly that it will discontinue development of IL-12. These milestones continue to be considered substantive and contingent because the decision to proceed will be based on an assessment of clinical data prior to the specified dates.

Other

Royalty Extinguishment

In April 2022, BMS amended the terms of a license arrangement and paid a third party $295 million to extinguish a future royalty obligation related to mavacamten, prior to its FDA approval in April 2022, resulting in an Acquired IPRD charge during the three months ended June 30, 2022.

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Note 5. OTHER (INCOME)/EXPENSE, NET

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2022		2021		2022		2021
Interest expense	$	313	$	330	$	639	$	683
Royalties and licensing income	(508)		(405)		(985)		(772)
Equity investment losses/(gains)	308		(148)		952		(749)
Integration expenses	124		152		229		293
Contingent consideration	—		—		1		(510)
(Gain)/Loss on debt redemption	(9)		—		266		281
Provision for restructuring	20		78		43		123
Litigation and other settlements	25		44		(12)		36
Investment income	(27)		(12)		(37)		(21)
Divestiture gains	—		(11)		(211)		(11)
Other	38		(30)		48		(57)
Other (income)/expense, net	$	284	$	(2)	$	933	$	(704)

Note 6. RESTRUCTURING

Celgene Acquisition Plan

In 2019, a restructuring and integration plan was implemented as an initiative to realize sustainable run rate synergies resulting from cost savings and avoidance from the Celgene acquisition that are currently expected to be approximately $3.0 billion. The synergies are expected to be realized in Cost of products sold (5%), Marketing, selling and administrative expenses (65%) and Research and development expenses (30%). Charges of approximately $3.3 billion are expected to be incurred. The majority of the charges are expected to be incurred through 2022. Cumulative charges of approximately $2.9 billion have been recognized to date including integration planning and execution expenses, employee termination benefit costs and accelerated stock-based compensation, contract termination costs and other shutdown costs associated with site exits. Cash outlays in connection with these actions are expected to be approximately $3.0 billion. Employee workforce reductions were approximately 140 and 240 for the six months ended June 30, 2022 and 2021, respectively.

MyoKardia Acquisition Plan

In 2020, a restructuring and integration plan was initiated to realize expected cost synergies resulting from cost savings and avoidance from the MyoKardia acquisition. Charges of approximately $150 million are expected to be incurred through 2022, and consist of integration planning and execution expenses, employee termination benefit costs and other costs. Cumulative charges of $122 million have been recognized for these actions to date.

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

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2022		2021		2022		2021
Celgene Acquisition Plan	$	146	$	200	$	273	$	373
MyoKardia Acquisition Plan	2		19		5		56
Total charges	$	148	$	219	$	278	$	429
Employee termination costs	$	19	$	75	$	41	$	119
Other termination costs	1		3		2		4
Provision for restructuring	20		78		43		123
Integration expenses	124		152		229		293
Accelerated depreciation	4		—		6		—
Asset impairments	—		—		—		24
Other shutdown costs, net	—		(11)		—		(11)
Total charges	$	148	$	219	$	278	$	429
Cost of products sold	$	—	$	—	$	—	$	24
Marketing, selling and administrative	4		—		6		—
Other (income)/expense, net	144		219		272		405
Total charges	$	148	$	219	$	278	$	429

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

	Six Months Ended June 30,
Dollars in Millions	2022