00000142722023FYFALSEFALSEP3Y0M0Dhttp://fasb.org/us-gaap/2023#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2023#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2023#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrentP3YP9D00000142722023-01-012023-12-310000014272bmy:CommonStock0.10ParValueMember2023-01-012023-12-310000014272bmy:A1.000Notesdue2025Member2023-01-012023-12-310000014272bmy:A1.750Notesdue2035Member2023-01-012023-12-310000014272bmy:CelgeneContingentValueRightsMember2023-01-012023-12-3100000142722023-06-30iso4217:USD00000142722024-02-06xbrli:shares0000014272bmy:NetProductSalesMember2023-01-012023-12-310000014272bmy:NetProductSalesMember2022-01-012022-12-310000014272bmy:NetProductSalesMember2021-01-012021-12-310000014272bmy:AllianceAndOtherRevenuesMember2023-01-012023-12-310000014272bmy:AllianceAndOtherRevenuesMember2022-01-012022-12-310000014272bmy:AllianceAndOtherRevenuesMember2021-01-012021-12-3100000142722022-01-012022-12-3100000142722021-01-012021-12-31iso4217:USDxbrli:shares00000142722023-12-3100000142722022-12-3100000142722021-12-3100000142722020-12-310000014272us-gaap:BuildingMembersrt:MinimumMember2023-12-310000014272us-gaap:BuildingMembersrt:MaximumMember2023-12-310000014272us-gaap:MachineryAndEquipmentMembersrt:MinimumMember2023-12-310000014272us-gaap:MachineryAndEquipmentMembersrt:MaximumMember2023-12-310000014272bmy:CapitalizedSoftwareMembersrt:MinimumMember2023-12-310000014272srt:MaximumMemberbmy:CapitalizedSoftwareMember2023-12-310000014272us-gaap:CollaborativeArrangementMember2023-01-012023-12-310000014272us-gaap:CollaborativeArrangementMember2022-01-012022-12-310000014272us-gaap:CollaborativeArrangementMember2021-01-012021-12-310000014272bmy:AllianceRevenuesMember2023-01-012023-12-310000014272bmy:AllianceRevenuesMember2022-01-012022-12-310000014272bmy:AllianceRevenuesMember2021-01-012021-12-310000014272bmy:OtherrevenuesMember2023-01-012023-12-310000014272bmy:OtherrevenuesMember2022-01-012022-12-310000014272bmy:OtherrevenuesMember2021-01-012021-12-310000014272us-gaap:SalesRevenueNetMemberbmy:NetProductSalesMemberus-gaap:RevenueFromRightsConcentrationRiskMember2023-01-012023-12-31xbrli:pure0000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:MckessonCorporationMember2023-01-012023-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:MckessonCorporationMember2022-01-012022-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:MckessonCorporationMember2021-01-012021-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:CencoraMember2023-01-012023-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:CencoraMember2022-01-012022-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:CencoraMember2021-01-012021-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:CardinalHealthIncMember2023-01-012023-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:CardinalHealthIncMember2022-01-012022-12-310000014272us-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMemberbmy:CardinalHealthIncMember2021-01-012021-12-310000014272bmy:SalesRevenueGrossMember2023-01-012023-12-310000014272bmy:SalesRevenueGrossMember2022-01-012022-12-310000014272bmy:SalesRevenueGrossMember2021-01-012021-12-310000014272bmy:ChargebacksandcashdiscountsMember2023-01-012023-12-310000014272bmy:ChargebacksandcashdiscountsMember2022-01-012022-12-310000014272bmy:ChargebacksandcashdiscountsMember2021-01-012021-12-310000014272bmy:MedicaidandMedicarerebatesMember2023-01-012023-12-310000014272bmy:MedicaidandMedicarerebatesMember2022-01-012022-12-310000014272bmy:MedicaidandMedicarerebatesMember2021-01-012021-12-310000014272bmy:OtherRebatesReturnsDiscountsAndAdjustmentsMember2023-01-012023-12-310000014272bmy:OtherRebatesReturnsDiscountsAndAdjustmentsMember2022-01-012022-12-310000014272bmy:OtherRebatesReturnsDiscountsAndAdjustmentsMember2021-01-012021-12-310000014272bmy:EliquisMember2023-01-012023-12-310000014272bmy:EliquisMember2022-01-012022-12-310000014272bmy:EliquisMember2021-01-012021-12-310000014272bmy:OpdivoMember2023-01-012023-12-310000014272bmy:OpdivoMember2022-01-012022-12-310000014272bmy:OpdivoMember2021-01-012021-12-310000014272bmy:OrenciaMember2023-01-012023-12-310000014272bmy:OrenciaMember2022-01-012022-12-310000014272bmy:OrenciaMember2021-01-012021-12-310000014272bmy:PomalystImnovidMember2023-01-012023-12-310000014272bmy:PomalystImnovidMember2022-01-012022-12-310000014272bmy:PomalystImnovidMember2021-01-012021-12-310000014272bmy:YervoyMember2023-01-012023-12-310000014272bmy:YervoyMember2022-01-012022-12-310000014272bmy:YervoyMember2021-01-012021-12-310000014272bmy:SprycelMember2023-01-012023-12-310000014272bmy:SprycelMember2022-01-012022-12-310000014272bmy:SprycelMember2021-01-012021-12-310000014272bmy:MatureProductsAndAllOtherMember2023-01-012023-12-310000014272bmy:MatureProductsAndAllOtherMember2022-01-012022-12-310000014272bmy:MatureProductsAndAllOtherMember2021-01-012021-12-310000014272bmy:InLineProductsMember2023-01-012023-12-310000014272bmy:InLineProductsMember2022-01-012022-12-310000014272bmy:InLineProductsMember2021-01-012021-12-310000014272bmy:ReblozylMember2023-01-012023-12-310000014272bmy:ReblozylMember2022-01-012022-12-310000014272bmy:ReblozylMember2021-01-012021-12-310000014272bmy:OpdualagMember2023-01-012023-12-310000014272bmy:OpdualagMember2022-01-012022-12-310000014272bmy:OpdualagMember2021-01-012021-12-310000014272bmy:AbecmaMember2023-01-012023-12-310000014272bmy:AbecmaMember2022-01-012022-12-310000014272bmy:AbecmaMember2021-01-012021-12-310000014272bmy:ZeposiaMember2023-01-012023-12-310000014272bmy:ZeposiaMember2022-01-012022-12-310000014272bmy:ZeposiaMember2021-01-012021-12-310000014272bmy:BreyanziMember2023-01-012023-12-310000014272bmy:BreyanziMember2022-01-012022-12-310000014272bmy:BreyanziMember2021-01-012021-12-310000014272bmy:CamzyosMember2023-01-012023-12-310000014272bmy:CamzyosMember2022-01-012022-12-310000014272bmy:CamzyosMember2021-01-012021-12-310000014272bmy:SotyktuMember2023-01-012023-12-310000014272bmy:SotyktuMember2022-01-012022-12-310000014272bmy:SotyktuMember2021-01-012021-12-310000014272bmy:OnuregMember2023-01-012023-12-310000014272bmy:OnuregMember2022-01-012022-12-310000014272bmy:OnuregMember2021-01-012021-12-310000014272bmy:InrebicMember2023-01-012023-12-310000014272bmy:InrebicMember2022-01-012022-12-310000014272bmy:InrebicMember2021-01-012021-12-310000014272bmy:AugtyroMember2023-01-012023-12-310000014272bmy:AugtyroMember2022-01-012022-12-310000014272bmy:AugtyroMember2021-01-012021-12-310000014272bmy:NewProductPortfolioMember2023-01-012023-12-310000014272bmy:NewProductPortfolioMember2022-01-012022-12-310000014272bmy:NewProductPortfolioMember2021-01-012021-12-310000014272bmy:InLineProductsAndNewProductPortfolioMember2023-01-012023-12-310000014272bmy:InLineProductsAndNewProductPortfolioMember2022-01-012022-12-310000014272bmy:InLineProductsAndNewProductPortfolioMember2021-01-012021-12-310000014272bmy:RevlimidMember2023-01-012023-12-310000014272bmy:RevlimidMember2022-01-012022-12-310000014272bmy:RevlimidMember2021-01-012021-12-310000014272bmy:AbraxaneMember2023-01-012023-12-310000014272bmy:AbraxaneMember2022-01-012022-12-310000014272bmy:AbraxaneMember2021-01-012021-12-310000014272bmy:LOEProductsMember2023-01-012023-12-310000014272bmy:LOEProductsMember2022-01-012022-12-310000014272bmy:LOEProductsMember2021-01-012021-12-310000014272country:US2023-01-012023-12-310000014272country:US2022-01-012022-12-310000014272country:US2021-01-012021-12-310000014272bmy:InternationalMember2023-01-012023-12-310000014272bmy:InternationalMember2022-01-012022-12-310000014272bmy:InternationalMember2021-01-012021-12-310000014272bmy:OtherRegionMember2023-01-012023-12-310000014272bmy:OtherRegionMember2022-01-012022-12-310000014272bmy:OtherRegionMember2021-01-012021-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMember2023-01-012023-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMember2022-01-012022-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:AllianceRevenuesMember2023-01-012023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:AllianceRevenuesMember2022-01-012022-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:AllianceRevenuesMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMember2023-12-310000014272us-gaap:CollaborativeArrangementMember2022-12-310000014272bmy:SystImmuneMembersrt:ScenarioForecastMember2024-01-012024-03-310000014272bmy:SystImmuneMember2023-12-012023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:PfizerMemberbmy:EliquisMembersrt:MinimumMember2023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:PfizerMembersrt:MaximumMemberbmy:EliquisMember2023-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:PfizerMember2023-01-012023-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:PfizerMember2022-01-012022-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:PfizerMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:PfizerMember2023-01-012023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:PfizerMember2022-01-012022-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:PfizerMember2021-01-012021-12-310000014272bmy:PfizerMember2023-01-012023-12-310000014272bmy:PfizerMember2022-01-012022-12-310000014272bmy:PfizerMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:PfizerMember2023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:PfizerMember2022-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:OnoMembersrt:MaximumMember2023-01-012023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:OnoMembersrt:MinimumMember2023-01-012023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:OnoMember2023-01-012023-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:OnoMember2023-01-012023-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:OnoMember2022-01-012022-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:OnoMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:OnoMember2022-01-012022-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:OnoMember2021-01-012021-12-310000014272bmy:OnoMember2023-01-012023-12-310000014272bmy:OnoMember2022-01-012022-12-310000014272bmy:OnoMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:OnoMembersrt:NorthAmericaMember2023-01-012023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:OnoMemberbmy:RestofWorldExceptJapanSouthKoreaandTaiwanMember2023-01-012023-12-310000014272bmy:BridgeBioMember2022-01-012022-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:A2seventyBioMember2023-01-012023-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:A2seventyBioMember2022-01-012022-12-310000014272bmy:NetProductSalesMemberus-gaap:CollaborativeArrangementMemberbmy:A2seventyBioMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:A2seventyBioMember2023-01-012023-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:A2seventyBioMember2022-01-012022-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:A2seventyBioMember2021-01-012021-12-310000014272us-gaap:CollaborativeArrangementMemberbmy:EisaiMember2021-01-012021-12-310000014272us-gaap:SubsequentEventMemberbmy:MiratiTherapeuticsMember2024-01-310000014272us-gaap:SubsequentEventMemberbmy:MiratiTherapeuticsMember2024-01-012024-01-31bmy:right0000014272bmy:MiratiTherapeuticsMembersrt:ScenarioForecastMember2024-01-310000014272bmy:KarunaMembersrt:ScenarioForecastMember2024-06-300000014272bmy:KarunaMembersrt:ScenarioForecastMember2024-01-012024-06-300000014272srt:ScenarioForecastMemberbmy:RayzeBioMember2024-06-300000014272srt:ScenarioForecastMemberbmy:RayzeBioMember2024-01-012024-06-300000014272bmy:OrumMember2023-11-012023-11-300000014272bmy:TurningPointMember2022-01-012022-12-310000014272us-gaap:CommonStockMemberbmy:TurningPointMember2022-01-012022-12-310000014272us-gaap:EquityMemberbmy:TurningPointMember2022-01-012022-12-310000014272bmy:UnvestedEquityAwardsMemberbmy:TurningPointMember2022-01-012022-12-310000014272bmy:TurningPointMember2022-12-310000014272us-gaap:EquitySecuritiesMemberbmy:UnvestedEquityAwardsMemberbmy:TurningPointMember2022-01-012022-12-310000014272bmy:UnvestedEquityAwardsMemberus-gaap:ResearchAndDevelopmentExpenseMemberbmy:TurningPointMember2022-01-012022-12-310000014272us-gaap:InProcessResearchAndDevelopmentMember2022-12-310000014272bmy:DiabetesBusinessMember2023-01-012023-12-310000014272bmy:DiabetesBusinessMember2022-01-012022-12-310000014272bmy:DiabetesBusinessMember2021-01-012021-12-310000014272bmy:MatureProductsAndOtherMember2023-01-012023-12-310000014272bmy:MatureProductsAndOtherMember2022-01-012022-12-310000014272bmy:MatureProductsAndOtherMember2021-01-012021-12-310000014272bmy:CheplapharmMemberbmy:MatureProductsAndOtherMember2022-01-012022-12-310000014272bmy:DiabetesBusinessMembersrt:MinimumMember2014-01-012014-12-310000014272srt:MaximumMemberbmy:DiabetesBusinessMember2014-01-012014-12-310000014272bmy:SupplyAgreementsMemberbmy:DiabetesBusinessMember2023-01-012023-12-310000014272bmy:SupplyAgreementsMemberbmy:DiabetesBusinessMember2022-01-012022-12-310000014272bmy:SupplyAgreementsMemberbmy:DiabetesBusinessMember2021-01-012021-12-310000014272bmy:DiabetesBusinessMemberbmy:AmelynOnglyzaAndFarxigaMember2023-01-012023-12-310000014272bmy:DiabetesBusinessMemberbmy:AmelynOnglyzaAndFarxigaMember2022-01-012022-12-310000014272bmy:DiabetesBusinessMemberbmy:AmelynOnglyzaAndFarxigaMember2021-01-012021-12-310000014272bmy:MatureProductsAndOtherMemberus-gaap:CostOfSalesMember2022-01-012022-12-310000014272us-gaap:DiscontinuedOperationsHeldforsaleMemberbmy:MatureProductsAndOtherMember2022-12-310000014272bmy:LOTTECorporationMemberbmy:MatureProductsAndOtherMember2022-12-310000014272bmy:KeytrudaRoyaltiesMember2023-01-012023-12-310000014272bmy:KeytrudaRoyaltiesMember2022-01-012022-12-310000014272bmy:KeytrudaRoyaltiesMember2021-01-012021-12-310000014272bmy:TecentriqRoyaltiesMember2023-01-012023-12-310000014272bmy:TecentriqRoyaltiesMember2022-01-012022-12-310000014272bmy:TecentriqRoyaltiesMember2021-01-012021-12-310000014272bmy:BiohavenMember2023-01-012023-12-310000014272bmy:BiohavenMember2022-01-012022-12-310000014272bmy:BiohavenMember2021-01-012021-12-310000014272bmy:OtherRoyaltiesMember2023-01-012023-12-310000014272bmy:OtherRoyaltiesMember2022-01-012022-12-310000014272bmy:OtherRoyaltiesMember2021-01-012021-12-310000014272bmy:MavacamtenRightsMemberbmy:LianBioCoLtdMember2023-10-012023-10-310000014272bmy:KeytrudaRoyaltiesMemberus-gaap:SubsequentEventMembersrt:ScenarioForecastMember2024-01-012026-12-310000014272bmy:KeytrudaRoyaltiesMemberus-gaap:SubsequentEventMembersrt:ScenarioForecastMemberbmy:BristolMyersSquibbMember2024-01-012026-12-310000014272bmy:KeytrudaRoyaltiesMemberus-gaap:SubsequentEventMemberbmy:OnoMembersrt:ScenarioForecastMember2024-01-012026-12-310000014272bmy:ImmaticsMember2022-12-310000014272bmy:AgenusMember2021-12-310000014272bmy:DragonflyMember2022-12-310000014272bmy:MavacamtenMember2022-01-012022-12-310000014272bmy:BeiGeneMember2023-12-310000014272bmy:BeiGeneMember2023-01-012023-12-310000014272bmy:AZABMember2023-12-31bmy:lawsuit0000014272bmy:AZABMembersrt:ScenarioForecastMember2024-01-012026-09-30bmy:payment0000014272bmy:AZABMember2023-01-012023-12-310000014272bmy:NimbusTherapueticsTYK2InhibitorMember2022-01-012022-12-310000014272bmy:NimbusTherapueticsTYK2InhibitorMemberbmy:NimbusTherapeuticsMember2022-12-310000014272bmy:NimbusTherapueticsTYK2InhibitorMemberbmy:NimbusTherapeuticsMember2023-12-310000014272bmy:NimbusTherapeuticsMember2023-12-310000014272bmy:NimbusTherapueticsTYK2InhibitorMemberbmy:NimbusTherapeuticsMember2023-01-012023-12-310000014272bmy:CelgeneMember2021-01-012021-12-310000014272bmy:A2023RestructuringPlanMember2023-12-310000014272bmy:CelgeneAndOtherAcquisitionPlansMember2023-12-310000014272bmy:A2023RestructuringPlanMember2023-01-012023-12-310000014272bmy:A2023RestructuringPlanMember2022-01-012022-12-310000014272bmy:A2023RestructuringPlanMember2021-01-012021-12-310000014272bmy:CelgeneIntegrationMember2023-01-012023-12-310000014272bmy:CelgeneIntegrationMember2022-01-012022-12-310000014272bmy:CelgeneIntegrationMember2021-01-012021-12-310000014272bmy:OtherTerminationCostsMember2023-01-012023-12-310000014272bmy:OtherTerminationCostsMember2022-01-012022-12-310000014272bmy:OtherTerminationCostsMember2021-01-012021-12-310000014272us-gaap:CostOfSalesMember2023-01-012023-12-310000014272us-gaap:CostOfSalesMember2022-01-012022-12-310000014272us-gaap:CostOfSalesMember2021-01-012021-12-310000014272us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-12-310000014272us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-01-012022-12-310000014272us-gaap:SellingGeneralAndAdministrativeExpensesMember2021-01-012021-12-310000014272us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-12-310000014272us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-12-310000014272us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310000014272us-gaap:OtherNonoperatingIncomeExpenseMember2023-01-012023-12-310000014272us-gaap:OtherNonoperatingIncomeExpenseMember2022-01-012022-12-310000014272us-gaap:OtherNonoperatingIncomeExpenseMember2021-01-012021-12-310000014272country:PR2022-12-312022-12-310000014272us-gaap:DomesticCountryMember2023-12-310000014272bmy:ForeignNetOperatingLossAndTaxCreditCarryforwardsMember2023-12-310000014272bmy:StateNetOperatingLossAndTaxCreditCarryforwardsMember2023-12-310000014272us-gaap:ValuationAllowanceOtherTaxCarryforwardMember2023-12-310000014272us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-12-310000014272us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-12-310000014272us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-12-310000014272us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-01-012023-12-310000014272us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-01-012022-12-310000014272us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-01-012021-12-310000014272us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-12-310000014272srt:MinimumMember2023-12-310000014272srt:MaximumMember2023-12-310000014272us-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Member2023-12-310000014272us-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Member2022-12-310000014272us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CertificatesOfDepositMember2023-12-310000014272us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:CertificatesOfDepositMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CertificatesOfDepositMember2022-12-310000014272us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialPaperMember2023-12-310000014272us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialPaperMember2022-12-310000014272us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMember2023-12-310000014272us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMember2022-12-310000014272us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasurySecuritiesMember2023-12-310000014272us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMember2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMember2023-12-310000014272us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasurySecuritiesMember2022-12-310000014272us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMember2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMember2022-12-310000014272us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel3Member2023-12-310000014272us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:OtherAssetsMemberus-gaap:FairValueInputsLevel3Member2022-12-310000014272bmy:ContingentValueRightsMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272bmy:ContingentValueRightsMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberbmy:ContingentValueRightsMember2023-12-310000014272bmy:ContingentValueRightsMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272bmy:ContingentValueRightsMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberbmy:ContingentValueRightsMember2022-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMembercurrency:EUR2023-12-310000014272currency:JPYus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMembercurrency:EURus-gaap:CrossCurrencyInterestRateContractMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberbmy:CrossCurrencyInterestRateAndForeignCurrencyForwardContractsMember2023-12-310000014272currency:JPYus-gaap:DesignatedAsHedgingInstrumentMemberbmy:CrossCurrencyInterestRateAndForeignCurrencyForwardContractsMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMembercurrency:EURbmy:CrossCurrencyInterestRateAndForeignCurrencyForwardContractsMemberus-gaap:NetInvestmentHedgingMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AssetsMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AssetsMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AssetsMember2023-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CrossCurrencyInterestRateContractMember2023-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:CrossCurrencyInterestRateContractMember2023-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AssetsMember2022-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CrossCurrencyInterestRateContractMember2022-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:CrossCurrencyInterestRateContractMember2022-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AssetsMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:AssetsMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AssetsMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:CrossCurrencyInterestRateContractMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:NetInvestmentHedgingMemberus-gaap:CrossCurrencyInterestRateContractMember2023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:CrossCurrencyInterestRateContractMemberus-gaap:AssetsMember2022-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMemberus-gaap:CrossCurrencyInterestRateContractMember2022-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMemberus-gaap:NetInvestmentHedgingMemberus-gaap:CrossCurrencyInterestRateContractMember2022-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AssetsMember2023-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMember2023-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AssetsMember2022-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LiabilityMember2022-12-310000014272us-gaap:NondesignatedMemberus-gaap:AssetsMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:LiabilityMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMember2023-12-310000014272us-gaap:NondesignatedMemberus-gaap:AssetsMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:LiabilityMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeForwardMember2022-12-310000014272us-gaap:OtherContractMemberus-gaap:NondesignatedMemberus-gaap:AssetsMember2023-12-310000014272us-gaap:OtherContractMemberus-gaap:NondesignatedMember2023-12-310000014272us-gaap:LiabilityMemberus-gaap:OtherContractMemberus-gaap:NondesignatedMember2023-12-310000014272us-gaap:OtherContractMemberus-gaap:NondesignatedMemberus-gaap:AssetsMember2022-12-310000014272us-gaap:OtherContractMemberus-gaap:NondesignatedMember2022-12-310000014272us-gaap:LiabilityMemberus-gaap:OtherContractMemberus-gaap:NondesignatedMember2022-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:CostOfSalesMember2023-01-012023-12-310000014272us-gaap:OtherIncomeMemberus-gaap:InterestRateSwapMember2023-01-012023-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:CostOfSalesMember2022-01-012022-12-310000014272us-gaap:OtherIncomeMemberus-gaap:InterestRateSwapMember2022-01-012022-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:CostOfSalesMember2021-01-012021-12-310000014272us-gaap:OtherIncomeMemberus-gaap:InterestRateSwapMember2021-01-012021-12-310000014272us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CostOfSalesMember2023-01-012023-12-310000014272us-gaap:OtherIncomeMemberus-gaap:CrossCurrencyInterestRateContractMember2023-01-012023-12-310000014272us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CostOfSalesMember2022-01-012022-12-310000014272us-gaap:OtherIncomeMemberus-gaap:CrossCurrencyInterestRateContractMember2022-01-012022-12-310000014272us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:CostOfSalesMember2021-01-012021-12-310000014272us-gaap:OtherIncomeMemberus-gaap:CrossCurrencyInterestRateContractMember2021-01-012021-12-310000014272us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2023-01-012023-12-310000014272us-gaap:OtherIncomeMemberus-gaap:ForeignExchangeContractMember2023-01-012023-12-310000014272us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2022-01-012022-12-310000014272us-gaap:OtherIncomeMemberus-gaap:ForeignExchangeContractMember2022-01-012022-12-310000014272us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2021-01-012021-12-310000014272us-gaap:OtherIncomeMemberus-gaap:ForeignExchangeContractMember2021-01-012021-12-310000014272us-gaap:ForeignExchangeContractMember2023-01-012023-12-310000014272us-gaap:ForeignExchangeContractMember2022-01-012022-12-310000014272us-gaap:ForeignExchangeContractMember2021-01-012021-12-310000014272us-gaap:CrossCurrencyInterestRateContractMember2023-01-012023-12-310000014272us-gaap:CrossCurrencyInterestRateContractMember2022-01-012022-12-310000014272us-gaap:CrossCurrencyInterestRateContractMember2021-01-012021-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:OtherOperatingIncomeExpenseMember2023-01-012023-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:OtherOperatingIncomeExpenseMember2022-01-012022-12-310000014272us-gaap:InterestRateSwapMemberus-gaap:OtherOperatingIncomeExpenseMember2021-01-012021-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMember2023-01-012023-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMember2022-01-012022-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMember2021-01-012021-12-310000014272us-gaap:DesignatedAsHedgingInstrumentMember2023-12-31iso4217:EUR0000014272bmy:A0537NotesDue2023Member2023-12-310000014272bmy:A0537NotesDue2023Member2022-12-310000014272bmy:A2750NotesDue2023Member2023-12-310000014272bmy:A2750NotesDue2023Member2022-12-310000014272bmy:A3250NotesDue2023Member2023-12-310000014272bmy:A3250NotesDue2023Member2022-12-310000014272bmy:A3.250SeniorNotesdue2023Member2023-12-310000014272bmy:A3.250SeniorNotesdue2023Member2022-12-310000014272bmy:A7150NotesDue2023Member2023-12-310000014272bmy:A7150NotesDue2023Member2022-12-310000014272bmy:A2.900Notesdue2024Member2023-12-310000014272bmy:A2.900Notesdue2024Member2022-12-310000014272bmy:A3.625SeniorNotesdue2024Member2023-12-310000014272bmy:A3.625SeniorNotesdue2024Member2022-12-310000014272bmy:A0750NotesDue2025Member2023-12-310000014272bmy:A0750NotesDue2025Member2022-12-310000014272bmy:A1000EuroNotesDue2025Member2023-12-310000014272bmy:A1000EuroNotesDue2025Member2022-12-310000014272bmy:A3.875SeniorNotesdue2025Member2023-12-310000014272bmy:A3.875SeniorNotesdue2025Member2022-12-310000014272bmy:A3.200Notesdue2026Member2023-12-310000014272bmy:A3.200Notesdue2026Member2022-12-310000014272bmy:A6800NotesDue2026Member2023-12-310000014272bmy:A6800NotesDue2026Member2022-12-310000014272bmy:A1125NotesDue2027Member2023-12-310000014272bmy:A1125NotesDue2027Member2022-12-310000014272bmy:A3.250NotesDue2027Member2023-12-310000014272bmy:A3.250NotesDue2027Member2022-12-310000014272bmy:A3.450SeniorNotesdue2027Member2023-12-310000014272bmy:A3.450SeniorNotesdue2027Member2022-12-310000014272bmy:A3.900SeniorNotesdue2028Member2023-12-310000014272bmy:A3.900SeniorNotesdue2028Member2022-12-310000014272bmy:A3.400Notesdue2029Member2023-12-310000014272bmy:A3.400Notesdue2029Member2022-12-310000014272bmy:A1450NotesDue2030Member2023-12-310000014272bmy:A1450NotesDue2030Member2022-12-310000014272bmy:A5750NotesDue2031Member2023-12-310000014272bmy:A5750NotesDue2031Member2022-12-310000014272bmy:A2950NotesDue2032Member2023-12-310000014272bmy:A2950NotesDue2032Member2022-12-310000014272bmy:A5900NotesDue2033Member2023-12-310000014272bmy:A5900NotesDue2033Member2022-12-310000014272bmy:A1750EuroNotesDue2035Member2023-12-310000014272bmy:A1750EuroNotesDue2035Member2022-12-310000014272bmy:A5875NotesDue2036Member2023-12-310000014272bmy:A5875NotesDue2036Member2022-12-310000014272bmy:A6125NotesDue2038Member2023-12-310000014272bmy:A6125NotesDue2038Member2022-12-310000014272bmy:A4.125Notesdue2039Member2023-12-310000014272bmy:A4.125Notesdue2039Member2022-12-310000014272bmy:A2350NotesDue2040Member2023-12-310000014272bmy:A2350NotesDue2040Member2022-12-310000014272bmy:A5.700SeniorNotesdue2040Member2023-12-310000014272bmy:A5.700SeniorNotesdue2040Member2022-12-310000014272bmy:A3550NotesDue2042Member2023-12-310000014272bmy:A3550NotesDue2042Member2022-12-310000014272bmy:A3250NotesDue2042Member2023-12-310000014272bmy:A3250NotesDue2042Member2022-12-310000014272bmy:A5.250SeniorNotesdue2043Member2023-12-310000014272bmy:A5.250SeniorNotesdue2043Member2022-12-310000014272bmy:A4500NotesDue2044Member2023-12-310000014272bmy:A4500NotesDue2044Member2022-12-310000014272bmy:A4.625SeniorNotesdue2044Member2023-12-310000014272bmy:A4.625SeniorNotesdue2044Member2022-12-310000014272bmy:A5.000SeniorNotesdue2045Member2023-12-310000014272bmy:A5.000SeniorNotesdue2045Member2022-12-310000014272bmy:A4.350SeniorNotesdue2047Member2023-12-310000014272bmy:A4.350SeniorNotesdue2047Member2022-12-310000014272bmy:A4.550SeniorNotesdue2048Member2023-12-310000014272bmy:A4.550SeniorNotesdue2048Member2022-12-310000014272bmy:A4.250Notesdue2049Member2023-12-310000014272bmy:A4.250Notesdue2049Member2022-12-310000014272bmy:A2550NotesDue2050Member2023-12-310000014272bmy:A2550NotesDue2050Member2022-12-310000014272bmy:A3700NotesDue2052Member2023-12-310000014272bmy:A3700NotesDue2052Member2022-12-310000014272bmy:A6250NotesDue2053Member2023-12-310000014272bmy:A6250NotesDue2053Member2022-12-310000014272bmy:A3900NotesDue2062Member2023-12-310000014272bmy:A3900NotesDue2062Member2022-12-310000014272bmy:A6400NotesDue2063Member2023-12-310000014272bmy:A6400NotesDue2063Member2022-12-310000014272bmy:A6875NotesDue2097Member2023-12-310000014272bmy:A6875NotesDue2097Member2022-12-310000014272bmy:A013575OtherMaturingThrough2024Member2023-12-310000014272bmy:A013575OtherMaturingThrough2024Member2022-12-310000014272us-gaap:InterestRateSwapMember2023-12-310000014272us-gaap:InterestRateSwapMember2022-12-310000014272us-gaap:SubsequentEventMemberus-gaap:UnsecuredDebtMemberus-gaap:LineOfCreditMember2024-02-130000014272us-gaap:SubsequentEventMemberus-gaap:UnsecuredDebtMemberus-gaap:LineOfCreditMember2024-02-012024-02-130000014272srt:ScenarioForecastMember2024-01-012024-12-310000014272srt:ScenarioForecastMember2025-01-012025-12-310000014272srt:ScenarioForecastMember2026-01-012026-12-310000014272srt:ScenarioForecastMember2027-01-012027-12-310000014272srt:ScenarioForecastMember2028-01-012028-12-310000014272bmy:A5BillionMaximumBorrowingCapacityMember2023-12-310000014272us-gaap:SubsequentEventMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-02-130000014272us-gaap:SubsequentEventMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-02-012024-02-130000014272us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-12-310000014272us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-31bmy:wholesaler0000014272us-gaap:CustomerConcentrationRiskMember2023-12-310000014272us-gaap:CustomerConcentrationRiskMember2022-12-310000014272bmy:InventoryPurchasePriceFairValueAdjustmentMember2022-12-310000014272country:US2023-12-310000014272country:US2022-12-310000014272bmy:InternationalMember2023-12-310000014272bmy:InternationalMember2022-12-310000014272bmy:FacilityLeaseMembersrt:MinimumMember2023-12-310000014272bmy:FacilityLeaseMembersrt:MaximumMember2023-12-310000014272bmy:VehicleLeaseMembersrt:MinimumMember2023-12-310000014272bmy:VehicleLeaseMembersrt:MaximumMember2023-12-310000014272bmy:TurningPointMember2023-01-012023-12-310000014272us-gaap:LicensingAgreementsMembersrt:MinimumMember2023-12-310000014272srt:MaximumMemberus-gaap:LicensingAgreementsMember2023-12-310000014272us-gaap:LicensingAgreementsMember2023-12-310000014272us-gaap:LicensingAgreementsMember2022-12-310000014272srt:MinimumMemberus-gaap:TechnologyBasedIntangibleAssetsMember2023-12-310000014272srt:MaximumMemberus-gaap:TechnologyBasedIntangibleAssetsMember2023-12-310000014272us-gaap:TechnologyBasedIntangibleAssetsMember2023-12-310000014272us-gaap:TechnologyBasedIntangibleAssetsMember2022-12-310000014272us-gaap:ComputerSoftwareIntangibleAssetMembersrt:MinimumMember2023-12-310000014272srt:MaximumMemberus-gaap:ComputerSoftwareIntangibleAssetMember2023-12-310000014272us-gaap:ComputerSoftwareIntangibleAssetMember2023-12-310000014272us-gaap:ComputerSoftwareIntangibleAssetMember2022-12-310000014272us-gaap:InProcessResearchAndDevelopmentMember2023-12-310000014272us-gaap:InProcessResearchAndDevelopmentMember2022-12-310000014272us-gaap:InProcessResearchAndDevelopmentMember2023-11-300000014272us-gaap:SubsequentEventMember2024-01-012024-01-310000014272bmy:InvestigationalCompoundForHematologicDiseasesMemberbmy:CelgeneMember2021-01-012021-12-310000014272bmy:InvestigationalCompoundForFibroticDiseasesMemberbmy:CelgeneMember2021-01-012021-12-310000014272bmy:InrebicMemberus-gaap:TechnologyBasedIntangibleAssetsMember2021-12-310000014272bmy:InrebicMember2021-01-012021-12-310000014272us-gaap:CommonStockMember2020-12-310000014272us-gaap:AdditionalPaidInCapitalMember2020-12-310000014272us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000014272us-gaap:RetainedEarningsMember2020-12-310000014272us-gaap:TreasuryStockCommonMember2020-12-310000014272us-gaap:NoncontrollingInterestMember2020-12-310000014272us-gaap:RetainedEarningsMember2021-01-012021-12-310000014272us-gaap:NoncontrollingInterestMember2021-01-012021-12-310000014272us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310000014272us-gaap:TreasuryStockCommonMember2021-01-012021-12-310000014272us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310000014272us-gaap:CommonStockMember2021-12-310000014272us-gaap:AdditionalPaidInCapitalMember2021-12-310000014272us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000014272us-gaap:RetainedEarningsMember2021-12-310000014272us-gaap:TreasuryStockCommonMember2021-12-310000014272us-gaap:NoncontrollingInterestMember2021-12-310000014272us-gaap:RetainedEarningsMember2022-01-012022-12-310000014272us-gaap:NoncontrollingInterestMember2022-01-012022-12-310000014272us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310000014272us-gaap:TreasuryStockCommonMember2022-01-012022-12-310000014272us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310000014272us-gaap:CommonStockMember2022-12-310000014272us-gaap:AdditionalPaidInCapitalMember2022-12-310000014272us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000014272us-gaap:RetainedEarningsMember2022-12-310000014272us-gaap:TreasuryStockCommonMember2022-12-310000014272us-gaap:NoncontrollingInterestMember2022-12-310000014272us-gaap:RetainedEarningsMember2023-01-012023-12-310000014272us-gaap:NoncontrollingInterestMember2023-01-012023-12-310000014272us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000014272us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310000014272us-gaap:TreasuryStockCommonMember2023-01-012023-12-310000014272us-gaap:CommonStockMember2023-12-310000014272us-gaap:AdditionalPaidInCapitalMember2023-12-310000014272us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000014272us-gaap:RetainedEarningsMember2023-12-310000014272us-gaap:TreasuryStockCommonMember2023-12-310000014272us-gaap:NoncontrollingInterestMember2023-12-3100000142722023-12-012023-12-310000014272bmy:A2021ASRMember2021-01-012021-12-310000014272bmy:A2022ASRMember2022-01-012022-12-310000014272bmy:SharePurchaseProgramMember2022-01-012022-12-310000014272bmy:A2023ASRMember2023-01-012023-12-310000014272bmy:SharePurchaseProgramMember2023-01-012023-12-310000014272us-gaap:PensionPlansDefinedBenefitMember2023-01-012023-12-310000014272us-gaap:PensionPlansDefinedBenefitMember2022-01-012022-12-310000014272us-gaap:PensionPlansDefinedBenefitMember2021-01-012021-12-310000014272us-gaap:PensionPlansDefinedBenefitMember2022-12-310000014272us-gaap:PensionPlansDefinedBenefitMember2021-12-310000014272us-gaap:PensionPlansDefinedBenefitMember2023-12-310000014272us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-12-310000014272us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2022-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2023-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2023-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2022-12-310000014272us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2022-12-310000014272us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:EquityFundsMember2023-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:EquityFundsMember2023-12-310000014272us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:EquityFundsMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:EquityFundsMember2022-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:EquityFundsMember2022-12-310000014272us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:FixedIncomeFundsMember2023-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:FixedIncomeFundsMember2023-12-310000014272us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:FixedIncomeFundsMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:FixedIncomeFundsMember2022-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:FixedIncomeFundsMember2022-12-310000014272us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMember2023-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:CorporateDebtSecuritiesMember2023-12-310000014272us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMember2022-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:CorporateDebtSecuritiesMember2022-12-310000014272us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasuryAndGovernmentMember2023-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:USTreasuryAndGovernmentMember2023-12-310000014272us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasuryAndGovernmentMember2022-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:USTreasuryAndGovernmentMember2022-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel3Member2023-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel12And3Member2023-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel3Member2022-12-310000014272bmy:InsuranceContractsMemberus-gaap:FairValueInputsLevel12And3Member2022-12-310000014272us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CashAndCashEquivalentsMember2023-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:CashAndCashEquivalentsMember2023-12-310000014272us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberus-gaap:CashAndCashEquivalentsMember2022-12-310000014272us-gaap:FairValueInputsLevel12And3Memberus-gaap:CashAndCashEquivalentsMember2022-12-310000014272bmy:OtherPlanAssetsMemberus-gaap:FairValueInputsLevel1Member2023-12-310000014272bmy:OtherPlanAssetsMemberus-gaap:FairValueInputsLevel2Member2023-12-310000014272us-gaap:FairValueInputsLevel3Memberbmy:OtherPlanAssetsMember2023-12-310000014272us-gaap:FairValueInputsLevel12And3Memberbmy:OtherPlanAssetsMember2023-12-310000014272bmy:OtherPlanAssetsMemberus-gaap:FairValueInputsLevel1Member2022-12-310000014272bmy:OtherPlanAssetsMemberus-gaap:FairValueInputsLevel2Member2022-12-310000014272us-gaap:FairValueInputsLevel3Memberbmy:OtherPlanAssetsMember2022-12-310000014272us-gaap:FairValueInputsLevel12And3Memberbmy:OtherPlanAssetsMember2022-12-310000014272us-gaap:FairValueInputsLevel12And3Member2023-12-310000014272us-gaap:FairValueInputsLevel12And3Member2022-12-310000014272bmy:PlanAssetsNotSubjectToLevelingMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2023-12-310000014272bmy:PlanAssetsNotSubjectToLevelingMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2022-12-310000014272us-gaap:DefinedBenefitPlanEquitySecuritiesMember2023-12-310000014272us-gaap:DefinedBenefitPlanDebtSecurityMember2023-12-310000014272us-gaap:OtherContractMember2023-12-310000014272bmy:A2021StockIncentivePlanMember2021-12-310000014272bmy:A2021StockIncentivePlanMember2023-12-310000014272us-gaap:EmployeeStockOptionMember2023-01-012023-12-310000014272us-gaap:RestrictedStockUnitsRSUMembersrt:MinimumMember2023-01-012023-12-310000014272srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310000014272bmy:MarketShareUnitsMember2023-01-012023-12-310000014272srt:MaximumMemberbmy:VestingConditionOneMemberbmy:MarketShareUnitsMember2023-12-310000014272bmy:VestingConditionOneMembersrt:MinimumMemberbmy:MarketShareUnitsMember2023-12-310000014272srt:MaximumMemberbmy:MarketShareUnitsMember2023-12-310000014272srt:MaximumMemberbmy:MarketShareUnitsMember2022-12-310000014272us-gaap:PerformanceSharesMember2023-01-012023-12-310000014272us-gaap:PerformanceSharesMembersrt:MinimumMember2023-12-310000014272us-gaap:PerformanceSharesMembersrt:MaximumMember2023-12-310000014272us-gaap:OtherIncomeMember2023-01-012023-12-310000014272us-gaap:OtherIncomeMember2022-01-012022-12-310000014272us-gaap:OtherIncomeMember2021-01-012021-12-310000014272us-gaap:EmployeeStockOptionMember2022-12-310000014272us-gaap:RestrictedStockUnitsRSUMember2022-12-310000014272bmy:MarketShareUnitsMember2022-12-310000014272us-gaap:PerformanceSharesMember2022-12-310000014272us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310000014272us-gaap:EmployeeStockOptionMember2023-12-310000014272us-gaap:RestrictedStockUnitsRSUMember2023-12-310000014272bmy:MarketShareUnitsMember2023-12-310000014272us-gaap:PerformanceSharesMember2023-12-310000014272us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310000014272us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310000014272bmy:MarketShareUnitsMember2022-01-012022-12-310000014272bmy:MarketShareUnitsMember2021-01-012021-12-310000014272us-gaap:PerformanceSharesMember2022-01-012022-12-310000014272us-gaap:PerformanceSharesMember2021-01-012021-12-310000014272us-gaap:RestrictedStockUnitsRSUMemberbmy:LegacyCelgenePlansMember2023-01-012023-12-310000014272us-gaap:RestrictedStockUnitsRSUMemberbmy:LegacyCelgenePlansMember2022-01-012022-12-310000014272us-gaap:RestrictedStockUnitsRSUMemberbmy:LegacyCelgenePlansMember2021-01-012021-12-310000014272bmy:A1040Member2023-01-012023-12-310000014272bmy:A1040Member2023-12-310000014272bmy:A4055Member2023-01-012023-12-310000014272bmy:A4055Member2023-12-310000014272bmy:A5565Member2023-01-012023-12-310000014272bmy:A5565Member2023-12-310000014272bmy:A65plusMember2023-01-012023-12-310000014272bmy:A65plusMember2023-12-3100000142722023-12-290000014272currency:AUDbmy:PlavixAustraliaIntellectualPropertyMember2010-03-012010-03-31iso4217:AUD0000014272currency:USDbmy:PlavixAustraliaIntellectualPropertyMember2010-03-012010-03-310000014272bmy:XsprayMember2022-01-012022-01-31bmy:patent00000142722021-02-012021-02-280000014272bmy:BristolMyersSquibbMember2021-02-012021-02-280000014272bmy:AbilifyProductLiabilityMemberstpr:NJ2023-12-310000014272country:CAbmy:AbilifyProductLiabilityMember2023-12-310000014272bmy:CelgeneSecuritiesClassActionMember2018-03-3100000142722021-06-300000014272bmy:CelgeneContingentValueRightsMember2021-11-30bmy:acquirer0000014272bmy:MolinaLitigationMember2022-06-30bmy:claim0000014272bmy:OptOutEntitiesMember2023-12-3100000142722022-11-3000000142722023-10-012023-11-30bmy:healthcare_system0000014272bmy:MayoClinicLifePointCorporateServicesAndIntermountainHealthMember2023-11-3000000142722022-04-010000014272bmy:PomalystAntitrustClassActionMember2023-12-012023-12-31bmy:plaintiffbmy:defendant00000142722023-10-012023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-K
___________________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 001-01136
___________________________
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
___________________________
Delaware 22-0790350
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S Employer
Identification No.)
Route 206 & Province Line Road, Princeton, New Jersey 08543
(Address of principal executive offices)
(609252-4621
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 Par ValueBMYNew York Stock Exchange
1.000% Notes due 2025BMY25New York Stock Exchange
1.750% Notes due 2035BMY35New York Stock Exchange
Celgene Contingent Value RightsCELG RTNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
$2 Convertible Preferred Stock, $1 Par Value
___________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  
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 such 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The aggregate market value of the 2,087,551,048 shares of voting common equity held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $133,498,889,520. Bristol-Myers Squibb Company has no non-voting common equity. At February 6, 2024, there were 2,022,193,411 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the definitive proxy statement for the registrant’s Annual Meeting of Shareholders to be filed within 120 days after the conclusion of the registrant's fiscal year ended December 31, 2023 with the U.S. Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.








BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-K
December 31, 2023
*    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 2023 Form 10-K.



PART I
Item 1.BUSINESS.
General

Bristol-Myers Squibb Company ("we", the "Company", or "BMS") was incorporated under the laws of the State of Delaware in August 1933 under the name Bristol-Myers Company, as successor to a New York business started in 1887. In 1989, Bristol-Myers Company changed its name to Bristol-Myers Squibb Company as a result of a merger.

We operate in one segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products on a global basis. We expect that our planned acquisitions of Karuna and RayzeBio, announced during the fourth quarter of 2023, as well as the Mirati (2024) and the Turning Point (2022) acquisitions, will continue to position us as a leading biopharmaceutical company, expanding our targeted oncology portfolio, as well as other therapeutic areas, including neuroscience. Our principal strategy is to combine the resources, scale and capability of a pharmaceutical company with the speed and focus on innovation of 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 and neuroscience. Our priorities are to continue renewing and diversifying our portfolio, advancing our early, mid and late-stage pipeline, and executing disciplined business development. We remain committed to strengthening our balance sheet and returning capital to shareholders. For a further discussion of our strategy initiatives, refer to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Strategy.”

We compete with other worldwide research-based drug companies, smaller research companies and generic drug manufacturers. Our products are sold worldwide, primarily to wholesalers, distributors, specialty pharmacies, and to a lesser extent, directly to retailers, hospitals, clinics and government agencies. We have significant manufacturing operations in the U.S., Puerto Rico, Switzerland, Ireland, and the Netherlands. Most of our revenues come from products in the following therapeutic classes: hematology, oncology, cardiovascular and immunology.

The percentage of revenues by significant region/country were as follows:
 Year Ended December 31,
Dollars in millions202320222021
United States70 %69 %63 %
International 28 %29 %35 %
Other(a)
%%%
Total Revenues$45,006 $46,159 $46,385 
(a)    Other revenues include royalties and alliance-related revenues for products not sold by BMSs regional commercial organizations.

Refer to the Summary of Abbreviated Terms at the end of this 2023 Form 10-K for definitions of capitalized terms used throughout the document.
1


Acquisitions, Divestitures, Licensing and Other Arrangements

Acquisitions, divestitures, licensing and other arrangements allow us to focus our resources on growth opportunities that drive the greatest long-term value. Our significant business development activities in 2023 included: (i) the acquisition of Mirati, which was
completed in January 2024; (ii) the planned acquisitions of Karuna and RayzeBio, which were announced in December 2023; and (iii) a global strategic collaboration agreement with SystImmune, which was announced in December 2023. For additional information relating to our acquisitions, divestitures, licensing and other arrangements refer to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions, Divestitures, Licensing and Other Arrangements”, “Item 8. Financial Statements and Supplementary Data—Note 3. Alliances”, and “Item 8. Financial Statements and Supplementary Data—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements”.

Products, Intellectual Property and Product Exclusivity

Our pharmaceutical products include chemically-synthesized or small molecule drugs, products produced from biological processes, called “biologics” and chimeric antigen receptor (CAR-T) cell therapies. Small molecule drugs are typically administered orally in the form of a tablet or capsule, although other drug delivery mechanisms are used as well. Biologics are typically administered to patients through injections or by intravenous infusion. CAR-T therapies are administered to patients by intravenous infusion.

Below is a summary of our significant products, including approved indications. For information about our alliance arrangements for certain of the products below, refer to “—Alliances” below and “Item 8. Financial Statements and Supplementary Data—Note 3. Alliances.”

In-Line Products

Eliquis®    Eliquis (apixaban) is 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.

Opdivo®    Opdivo (nivolumab) is a biological product and 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 and various gastric and esophageal cancers. There are several ongoing potentially registrational studies for Opdivo across other tumor types and disease areas, in monotherapy and in combination with Yervoy and various anti-cancer agents.

Orencia®    Orencia (abatacept) is a biological product, is a fusion protein indicated for adult patients with moderate to severe active RA and PsA and is also indicated for reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA and for the treatment of aGVHD, in combination with a calcineurin inhibitor and methotrexate.

Pomalyst®/Imnovid®    Pomalyst/Imnovid (pomalidomide) is a 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.

Yervoy®    Yervoy (ipilimumab) is a biological product and is 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.

Sprycel®    Sprycel (dasatinib) is 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.


2


New Product Portfolio

Reblozyl®    Reblozyl (luspatercept-aamt) is a biological product, and is 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 ring sideroblast status.

Opdualag®    Opdualag (nivolumab and relatlimab-rmbw) is 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.

Abecma®    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 four or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-cyclic ADP ribose hydrolase monoclonal antibody.

Zeposia®    Zeposia (ozanimod) is 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.

Breyanzi®    Breyanzi (lisocabtagene maraleucel) is a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after one or more lines of systemic therapy, including diffuse large B-cell lymphoma not otherwise specified, high-grade B-cell lymphoma, primary mediastinal large B-cell lymphoma, and FL grade 3B.

Camzyos®    Camzyos (mavacamten) is a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic obstructive HCM to improve functional capacity and symptoms.

Sotyktu®            Sotyktu (deucravacitinib) is 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.

Onureg®    Onureg (azacitidine) is an oral hypomethylating agent that incorporates into DNA and RNA, indicated for continued treatment of adult patients with AML who achieved first complete remission or complete remission with incomplete blood count recovery following intensive induction chemotherapy and are not able to complete intensive curative therapy.

Inrebic®    Inrebic (fedratinib) is an oral kinase inhibitor indicated for the treatment of adult patients with intermediate-2 or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) MF.

Augtyro®        Augtyro (repotrectinib) is a kinase inhibitor indicated for the treatment of adult patients with locally advanced or metastatic ROS1-positive NSCLC.

Recent LOE Products

Revlimid®    Revlimid (lenalidomide) is 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 the hematological malignancies including lymphoma and MDS.

Abraxane®    Abraxane (paclitaxel albumin-bound particles for injectable suspension) is 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.

We own or license a number of patents in the U.S. and foreign countries primarily covering our products. We have also developed many brand names and trademarks for our products. We consider the overall protection of our patents, trademarks, licenses and other intellectual property rights to be of material value and act to protect these rights from infringement.

3


In the pharmaceutical industry, the majority of an innovative product’s commercial value is usually realized during the period in which the product has market exclusivity. A product’s market exclusivity is generally determined by two forms of intellectual property: patent rights held by the innovator company and any regulatory forms of exclusivity to which the innovative drug is entitled.

Patents are a key determinant of market exclusivity for most branded pharmaceuticals. Patents provide the innovator with the right to exclude others from practicing an invention related to the medicine. Patents may cover, among other things, the active ingredient(s), various uses of a drug product, pharmaceutical formulations, drug delivery mechanisms and processes for (or intermediates useful in) the manufacture of products. Protection for individual products extends for varying periods in accordance with the expiration dates of patents in the various countries. The protection afforded, which may also vary from country to country, depends upon the type of patent, its scope of coverage and the availability of meaningful legal remedies in the country.

Market exclusivity is also sometimes provided by RDP, a period of time after the approval of a new drug during which the regulatory agency may not rely upon the innovator’s data to approve a competitor’s generic copy. Many developed countries provide certain non-patent incentives for the development of medicines. For example, in the U.S., EU, Japan and certain other countries, RDP exclusivity rights are offered as incentives for research on medicines for rare diseases, or orphan drugs, and on medicines useful in treating pediatric patients. These incentives can provide a market exclusivity period on a product that expires beyond the patent term.

When these patent rights and other forms of exclusivity expire and generic versions of a medicine are approved and marketed, there are often substantial and rapid declines in the sales of the original innovative product. For further discussion of the impact of generic medicines on our business, refer to “—Competition” below.

Specific aspects of the law governing market patent protection and RDP for pharmaceuticals vary from country to country. The following summarizes key exclusivity rules in markets representing significant sales:

United States

In the U.S., most of our key products are protected by patents with varying terms depending on the type of patent and the filing date. A significant portion of a product’s patent life, however, is lost during the time it takes an innovator company to develop and obtain regulatory approval of a new drug. As compensation at least in part for the lost patent term due to regulatory review periods, the innovator may, depending on a number of factors, apply to the government to restore lost patent term by extending the expiration date of one patent up to a maximum term of five years, provided that the extension cannot cause the patent to be in effect for more than 14 years from the date of drug approval.

A company seeking to market an innovative pharmaceutical in the U.S. must submit a complete set of safety and efficacy data to the FDA. If the innovative pharmaceutical is a chemical product, the company files an NDA. If the medicine is a biological product, a BLA is filed. Both types of applications can receive certain periods of regulatory exclusivity. An NDA or a BLA for a compound that is designated as an orphan drug can receive seven years of exclusivity for an orphan drug indication. During this period, the FDA generally may not approve another application for the same drug product for the same orphan use. A company may also earn six months of additional exclusivity for a drug where specific clinical studies are conducted at the written request of the FDA to study the use of the medicine to treat pediatric patients, and submission to the FDA is made prior to the loss of basic exclusivity. The type of application filed (NDA or BLA) can affect RDP exclusivity rights as discussed below.

Chemical products

A competitor seeking to launch a generic substitute of a chemical innovative drug in the U.S. must file an ANDA with the FDA. In the ANDA, the generic manufacturer needs to demonstrate only “bioequivalence” between the generic substitute and the approved NDA drug. The ANDA relies upon the safety and efficacy data previously filed by the innovator in its NDA.

An innovator company is required to list certain of its patents covering the medicine with the FDA in what is commonly known as the Orange Book. Absent a successful patent challenge, the FDA cannot approve an ANDA until after the innovator’s listed patents expire. However, after the innovator has marketed its product for four years, a generic manufacturer may file an ANDA and allege that one or more of the patents listed in the Orange Book under an innovator’s NDA is invalid, unenforceable, or will not be infringed by the generic product. This allegation is commonly known as a Paragraph IV certification. The innovator then must decide whether to file a patent infringement suit against the generic manufacturer. From time to time, ANDAs including Paragraph IV certifications are filed with respect to certain of our products. We evaluate these ANDAs on a case-by-case basis and, where warranted, file suit against the generic manufacturer to protect our patent rights.

4


Medicines approved under an NDA can also receive several types of RDP. An innovative chemical pharmaceutical product is entitled to five years of RDP in the U.S., during which the FDA cannot approve generic substitutes. If an innovator’s patent is challenged, as described above, a generic manufacturer may file its ANDA after the fourth year of the five-year RDP period. A pharmaceutical drug product that contains an active ingredient that has been previously approved in an NDA, but is approved in, for example, a new formulation or a new route of administration, but not for the drug itself, or for a new indication on the basis of new clinical studies, may receive three years of RDP for that formulation, route of administration, or indication. Our marketed chemical products include Eliquis, Pomalyst, Sprycel, Zeposia, Onureg, Inrebic, Camzyos, Sotyktu, and Augtyro (repotrectinib).

Biologic products (includes CAR-T cell therapy products)

U.S. healthcare legislation enacted in 2010 created an approval pathway for biosimilar versions of innovative biological products. The FDA can approve products that are similar to (but not generic copies of) innovative biologics on the basis of less extensive data than is required by a full BLA. After an innovator has marketed its product for four years, any manufacturer may file an application for approval of a “biosimilar” version of the innovator product. However, although an application for approval of a biosimilar version may be filed four years after approval of the innovator product, qualified innovative biological products will receive 12 years of RDP, meaning that the FDA may not approve a biosimilar version until 12 years after the innovative biological product was first approved by the FDA. The law also provides a mechanism for innovators to enforce the patents that protect innovative biological products and for biosimilar applicants to challenge the patents. Such patent litigation may begin as early as four years after the innovative biological product is first approved by the FDA. Our marketed biologic products include Opdivo, Orencia, Yervoy, Reblozyl, Abecma, Opdualag and Breyanzi.

The increased likelihood of generic and biosimilar challenges to innovators’ intellectual property has increased the risk of loss of innovators’ market exclusivity. First, generic companies have increasingly sought to challenge innovators’ basic patents covering major pharmaceutical products. Second, statutory and regulatory provisions may limit the ability of an innovator company to prevent generic and biosimilar drugs from being approved and launched while patent litigation is ongoing. As a result of these developments, among others, it is not possible to predict the length of market exclusivity for a particular product with certainty based solely on the expiration of the relevant patent(s) or the current forms of regulatory exclusivity.

European Union

Patents on pharmaceutical products are generally enforceable in the EU and, as in the U.S., may be extended to compensate for the patent term lost during the regulatory review process. Such extensions are granted on a country-by-country basis.

The primary route we use to obtain marketing authorization of pharmaceutical products in the EU is through the “centralized procedure.” This procedure is compulsory for certain pharmaceutical products, in particular those using biotechnological processes, and is also available for certain new chemical compounds and products. A company seeking to market an innovative pharmaceutical product through the centralized procedure must file a complete set of safety data and efficacy data as part of an MAA with the EMA. After the EMA evaluates the MAA, it provides a recommendation to the EC and the EC then approves or denies the MAA. It is also possible for new chemical products to obtain marketing authorization in the EU through a “mutual recognition procedure,” in which an application is made to a single member state, and if the member state approves the pharmaceutical product under a national procedure, then the applicant may submit that approval to the mutual recognition procedure of some or all other member states.

After obtaining marketing authorization approval, a company must obtain pricing and reimbursement for the pharmaceutical product, which is typically subject to member state law. In certain EU countries, this process can take place simultaneously while the product is marketed but in other EU countries, this process must be completed before the company can market the new product. The pricing and reimbursement procedure can take months and sometimes years to complete.

Throughout the EU, all products for which marketing authorizations have been filed after October and November 2005 are subject to an “8+2+1” RDP regime. Eight years after the innovator has received its first community authorization for a medicinal product, a generic company may file a MAA for that product with the health authorities. If the MAA is approved, the generic company may not commercialize the product until after either 10 or 11 years have elapsed from the initial marketing authorization granted to the innovator. The possible extension to 11 years is available if the innovator, during the first eight years of the marketing authorization, obtains an additional indication that is of significant clinical benefit in comparison with existing treatments.

In contrast to the U.S., patents in the EU are not listed with regulatory authorities. Generic versions of pharmaceutical products can be approved after RDP expires, regardless of whether the innovator holds patents covering its drug. Thus, it is possible that an innovator may be seeking to enforce its patents against a generic competitor that is already marketing its product. Also, the European patent system has an opposition procedure in which generic manufacturers may challenge the validity of patents covering innovator products within nine months of grant.

5


In general, EU law treats chemically-synthesized drugs and biologically-derived drugs the same with respect to intellectual property and RDP. In addition to the relevant legislation and annexes related to biologic medicinal products, the EMA has issued guidelines that outline the additional information to be provided for biosimilar products, also known as generic biologics, in order to review an application for marketing approval.

Japan

In Japan, patents on pharmaceutical products are enforceable and may be extended to compensate for the patent term lost during the regulatory review process. Medicines of new chemical entities are generally afforded eight years of RDP for approved indications and dosage. Generic copies can receive regulatory approval after RDP and patent expirations.

In general, Japanese law treats chemically-synthesized and biologically-derived drugs the same with respect to intellectual property and market exclusivity.

Rest of the World

In countries outside of the U.S., the EU and Japan, there is a wide variety of legal systems with respect to intellectual property and market exclusivity of pharmaceuticals. Most other developed countries utilize systems similar to either the U.S. or the EU. Among developing countries, some have adopted patent laws and/or regulatory exclusivity laws, while others have not. Some developing countries have formally adopted laws in order to comply with WTO commitments, but have not taken steps to implement these laws in a meaningful way. Enforcement of WTO actions is a long process between governments, and there is no assurance of the outcome. Thus, in assessing the likely future market exclusivity of our innovative drugs in developing countries, we take into account not only formal legal rights but political and other factors as well.

The following chart shows our key products together with the year in which the earliest basic exclusivity loss (patent rights or RDP exclusivity) is currently estimated to occur in the U.S., the EU and Japan (the “estimated minimum market exclusivity date”). We also sell our pharmaceutical products in other countries; however, data is not provided on a country-by-country basis because individual country revenues are not significant outside the U.S., the EU and Japan. Generally, the estimated minimum market exclusivity date in the table below pertains to the end of RDP, COM patent expiration for the respective products and PTR if granted. In situations where there is only data exclusivity without patent protection, a competitor could seek regulatory approval by submitting its own clinical study data to obtain marketing approval prior to the expiration of RDP.

We estimate the minimum market exclusivity date for each of our products for the purpose of business planning only. The length of market exclusivity for any of our products is impossible to predict with certainty because of the complex interaction between patent and regulatory forms of exclusivity and the inherent uncertainties regarding patent litigation. There can be no assurance that a particular product will enjoy market exclusivity for the full period of time that appears in the estimate or that the exclusivity will be limited to the estimate.
 Estimated Minimum Market Exclusivity Date
U.S.
EU(p)
Japan
Abecma (idecabtagene vicleucel)
203620352035
Abraxane (paclitaxel)(a)
^^^^^^
Augtyro (repotrectinib)(b)
2035++++
Breyanzi (lisocabtagene maraleucel)(c)
203320332033
Camzyos (mavacamten)(d)
20342034++
Eliquis (apixaban)(e)
2026^^2026
Inrebic (fedratinib)(f)
20312031++
Onureg (azacitidine)(g)
2027^^++
Opdivo (nivolumab)
202820302031
Opdualag (nivolumab and relatlimab-rmbw)(h)
20342033++
Orencia (abatacept)(i)
^^^^^^
Pomalyst/Imnovid (pomalidomide)(j)
^^2024^^
Reblozyl (luspatercept-aamt)(k)
20312030++
Revlimid (lenalidomide)(l)
^^^^^^
Sotyktu (deucravacitinib)(m)
203320332033
Sprycel (dasatinib)(n)
^^^^^^
Yervoy (ipilimumab)
202520262025
Zeposia (ozanimod)(o)
2029
2034
++
6


^^    See product footnote for more information.
++    We do not currently market the product in the country or region indicated.
(a)    For Abraxane in the U.S. and EU generics have entered the market. For Japan, the estimated minimum market exclusivity date was June 2023 and we are not aware of any generics entering the market as of December 31, 2023.
(b)    For Augtyro in the U.S., a PTR application is pending and, if granted, the estimated patent expiry will be 2037.
(c)    For Breyanzi in the U.S., a PTR application is pending and, if granted, the estimated patent expiry will be 2034.
(d)    For Camzyos in the U.S., a PTR application is pending and, if granted, the estimated patent expiry will be 2036. In the EU, SPC applications are pending and, if granted, the estimated patent expiry would be 2038.
(e)    For Eliquis, in the U.S., two patents listed in the FDA Orange Book, the composition of matter patent claiming apixaban specifically (expiring 2026) and a formulation patent (expiring 2031), were challenged by numerous generic companies. BMS, along with its partner Pfizer, settled with a number of these generic companies (settled generic companies) while continuing to litigate against three remaining generic companies (remaining generic companies). In August 2020, the U.S. District Court for the District of Delaware decided that the two challenged Eliquis patents are both valid and infringed by the remaining generic companies. The remaining generic companies appealed, and in September 2021 the U.S. Court of Appeals for the Federal Circuit upheld the decision with respect to both patents. Under the terms of previously executed settlement agreements with the settled generic companies, the permitted date of launch for the settled generic companies under these patents is April 1, 2028, subject to additional challenges. In the EU, the apixaban composition of matter patents and related SPCs expire in 2026. Generics have challenged the composition of matter patents and related SPCs in various jurisdictions and trials have taken place, or are scheduled to take place, in certain European countries. While these legal proceedings are pending, generic manufacturers have begun marketing generic versions of Eliquis in certain EU countries and may seek to market generic versions of Eliquis in other EU countries prior to the expiration date of apixaban patents and related SPCs. Refer to “Item 8. Financial Statements and Supplementary Data—Note 20. Legal Proceedings and Contingencies” for more information.
(f)    In the EU, the estimated minimum market exclusivity date is based on RDP exclusivity.
(g)    For Onureg in the U.S., the estimated minimum market exclusivity date of 2027 is based on seven years of orphan drug exclusivity. Formulation patents covering Onureg expire in 2029 and 2030 in the U.S., and in 2029 in the EU and Japan. In the U.S., generic companies have challenged the formulation patents, which are listed in the FDA Orange Book, and litigation is ongoing. In the EU, we have four formulation patents (EP 2,299,984; EP 2,695,609; EP 3,692,983; and EP 3,782,611) that cover Onureg and they are in pending opposition proceedings. The EPO Opposition Division found three of these formulation patents invalid, and the decisions are being or will be appealed. Refer to “Item 8. Financial Statements and Supplementary Data—Note 20. Legal Proceedings and Contingencies” for more information.
(h)    For Opdualag in the U.S., a PTR application is pending and, if granted, the estimated patent expiry will be 2036. In the EU, SPC applications are pending and, if granted, the estimated patent expiry will be 2037.
(i)    BMS is not aware of an Orencia biosimilar on the market in the U.S., EU or Japan. Formulation and additional patents expire in 2026 and beyond.
(j)    For Pomalyst in the U.S., we currently do not expect generic entry prior to the first quarter of 2026. For Europe, the estimated minimum market exclusivity date is August 2024 based on RDP exclusivity. For Japan, the estimated minimum market exclusivity date is 2026 based on a method of use patent.
(k)    For Reblozyl in the U.S. and Europe, the estimated minimum market exclusivity date is based on RDP exclusivity. In the U.S., a PTR application on a method of treatment patent is pending and if granted, the estimated patent expiry will be 2033. In the EU, SPC applications on a method of treatment patent are pending and if granted, the estimated patent expiry will be 2034.
(l)    For Revlimid, in the U.S., as part of the settlement with Natco Pharma Ltd. (“Natco”) and its partners and affiliates, Natco was granted a volume-limited license to sell generic lenalidomide in the U.S. commencing in March 2022. Certain other generic companies were granted volume-limited licenses to sell generic lenalidomide in the U.S. beginning on confidential dates that are sometime after the March 2022 volume-limited license date provided to Natco. Natco and certain other generics have begun marketing generic lenalidomide products in the U.S. pursuant to those volume-limited licenses. In addition, Natco and other generic companies have been granted licenses to sell generic lenalidomide in the U.S. without volume limitation beginning on January 31, 2026. In the EU and Japan generics have entered the market.
(m)    For Sotyktu in the U.S., a PTR application is pending and, if granted, the estimated patent expiry will be 2036. In the EU, SPC applications are pending and, if granted, the estimated patent expiry would be 2038. In Japan, a PTR application is also pending and, if granted, the estimated patent expiry will be 2037.
(n)    For Sprycel, in the U.S., BMS entered into settlement agreements with Apotex Inc. and certain other companies regarding patents covering certain polymorphic forms of dasatinib whereby the generic companies can launch their generic dasatinib ANDA products in September 2024, or earlier in certain circumstances. Lawsuits filed by BMS are pending against other generic companies containing paragraph IV certifications seeking approval of dasatinib products in the U.S. In the EU, the EPO’s Opposition Division upheld the validity of the patent directed to the use of dasatinib to treat CML, which expires in 2024; however, further to settlement agreements certain generics have already launched generic dasatinib for all approved indications. In Japan, the composition of matter patent has been extended to 2024 for the treatment of non-imatinib-resistant CML, however, a generic dasatinib product has already launched for all approved indications. Refer to “Item 8. Financial Statements and Supplementary Data—Note 20. Legal Proceedings and Contingencies” for more information.
(o)    For Zeposia, in the U.S., a PTR application is pending and if granted, the estimated patent expiry will be 2033.
(p)    Estimated minimum market exclusivity dates for EU countries are based on the UK, France, Germany, Italy, and Spain.

Research and Development

R&D is critical to our long-term competitiveness. We concentrate our R&D efforts in the following disease areas with significant unmet medical needs: oncology, including lung, bladder, renal, gastric and esophageal, head and neck, colorectal, melanoma tumor types; hematology and cell therapy, including multiple myeloma, lymphoma, and chronic lymphocytic leukemia; immunology including relapsing multiple sclerosis, psoriasis, lupus, RA and inflammatory bowel disease; cardiovascular, including cardiomyopathy, heart failure and thrombotic disorders; fibrotic disease, specifically lung and liver; and neuroscience conditions, including neuroinflammation, neurodegeneration and neuropsychiatry. We also continue to analyze and may selectively pursue promising leads in other areas. Our R&D pipeline includes potential medicines in various modalities including small (chemically manufactured) molecules and large (protein) molecules—also known as biologics—and also degraders, T-cell and NK-cell engagers, millamolecules, antibody drug conjugates, cellular therapies and gene therapies. In addition to discovering and developing new molecular entities, we look for ways to expand the value of existing products through new indications and formulations that can provide additional benefits to patients.

In order for a new drug to reach the market, industry practice and government regulations in the U.S., the EU and most foreign countries provide for the determination of a drug’s effectiveness and safety through preclinical tests and controlled clinical evaluation. The clinical development of a potential new drug typically includes Phase I, Phase II and Phase III clinical studies that have been designed specifically to support an application for regulatory approval for a particular indication, assuming the studies are successful.
7



Phase I clinical studies involve a small number of healthy volunteers or patients suffering from the indicated disease to test for safety and proper dosing. Phase II clinical studies involve a larger patient population to investigate side effects, efficacy and optimal dosage of the drug candidate. Phase III clinical studies are conducted to confirm Phase II results in a significantly larger patient population over a longer term and to provide reliable and conclusive data regarding the safety and efficacy of a drug candidate. Although regulatory approval is typically based on the results of Phase III clinical studies, there are times when approval can be granted based on data from earlier studies.

We consider our registrational studies to be our significant R&D programs. These programs may include both investigational compounds in Phases II and III development for initial indications, or marketed products that are in development for additional indications or formulations. Substantial components of our R&D program strategy include expanding our portfolio of marketed products in hematology, immunology, cardiovascular and IO, and other agents in both first and second-line therapy with new indications.

Drug development is time consuming, expensive and risky. The R&D process (i.e., target identification to major market approval) typically takes about fourteen years. Drug candidates can fail at any stage of the process, and even late-stage product candidates sometimes fail to receive regulatory approval. According to the KMR Group, based on industry success rates from 2018-2022, approximately 92% of small molecules that enter Phase I development fail to achieve regulatory approval. Small molecules that enter Phase II development have a failure rate of approximately 80% while approximately 31% of Phase III small molecules fail to achieve approval. For biologics, the failure rate is approximately 89% from Phase I development, approximately 73% from Phase II development and approximately 26% from Phase III.

R&D expenses include the costs of discovery research, preclinical development, early-stage and late-stage clinical development, drug formulation, post-commercialization and medical support of marketed products, and proportionate allocations of enterprise-wide costs. Acquired IPRD include upfront payments, contingent milestone payments in connection with asset acquisitions or in-license arrangements of third-party intellectual property rights, as well as any upfront and contingent milestones payable by BMS to alliance partners prior to regulatory approval. Our R&D expenses were $9.3 billion in 2023, $9.5 billion in 2022 and $10.2 billion in 2021. Acquired IPRD expenses were $913 million in 2023, $815 million in 2022 and $1.2 billion in 2021.

We manage our R&D programs on a product portfolio basis, investing resources in each stage of R&D from early discovery through late-stage development. We continually evaluate our portfolio of R&D assets to ensure that there is an appropriate balance of early-stage and late-stage programs to support the future growth of the Company. Spending on our late-stage development programs represented approximately 42% of our annual R&D expenses in 2023.

Our drug discovery and development work takes place across a network of state-of-the-art facilities worldwide. We have continued our investment in our existing sites and the expansion of our manufacturing capabilities. For example, we expanded our Lawrenceville, New Jersey site in 2020, opened an R&D facility in Cambridge, Massachusetts in 2023 and are opening an R&D facility in San Diego, California (planned for 2025). In addition, in support of a continued investment in our cell therapy portfolio, we continue expanding our manufacturing capabilities through the construction of new state-of-the-art cell therapy manufacturing facilities in Devens, Massachusetts, which was completed in 2023, as well as Leiden, Netherlands and Libertyville, Illinois which are currently ongoing.

We supplement our internal drug discovery and development programs with acquisitions, alliances and collaborative agreements which help us bring new molecular agents, capabilities and platforms into our pipeline. We have a broad early-to-mid stage pipeline with over 40 unique assets in clinical development. Our pipeline was built by coupling internal research and development programs with a distributed research and development model, which focused on identifying and supporting the development of disruptive and innovative therapies outside the company through a broad network of external partnerships. Management continues to emphasize leadership, innovation, productivity and quality as strategies for success in our R&D activities.

Listed below are our clinical studies and approved indications for our marketed products in the related therapeutic area as of February 2, 2024. Whether any of the listed compounds ultimately becomes a marketed product depends on the results of clinical studies, the competitive landscape of the potential product’s market, reimbursement decisions by payers and the manufacturing processes necessary to produce the potential product on a commercial scale, among other factors. There can be no assurance that we will seek regulatory approval of any of these compounds or that, if such approval is sought, it will be obtained. There is also no assurance that a compound which gets approved will be commercially successful. At this stage of development, we cannot determine all intellectual property issues or all the patent protection that may, or may not, be available for these investigational compounds.
8


HEMATOLOGY
   PHASE I   PHASE II   PHASE III   APPROVED INDICATIONS
Investigational Compounds
alnuctamab+mezigdomide
--Relapsed/Refractory Multiple Myeloma
Anti-SIRPα
--Hematologic Malignancies
BCL6 LDD
--Lymphoma
BCMA NKE
--Relapsed/Refractory Multiple Myeloma
BET Inhibitor (BMS-986378)^
--Relapsed/Refractory Non-Hodgkin's Lymphoma
CD33-GSPT1 ADC
--Acute Myeloid Leukemia
CD33 NKE
--Acute Myeloid Leukemia
CK1α Degrader
--Hematologic Malignancies
Dual Targeting BCMAxGPRC5D CAR T
--Relapsed/Refractory Multiple Myeloma
golcadomide^
--1L Diffuse Large B-cell Lymphoma
GPRC5D CAR T
--Relapsed/Refractory Multiple Myeloma

Additional Indications
BREYANZI
--3L+ Chronic Lymphocytic Leukemia
--Relapsed/Refractory Follicular Lymphoma
--Relapsed/Refractory Marginal Zone Lymphoma
--Relapsed/Refractory Mantle Cell Lymphoma
REBLOZYLª
--A-Thalassemia


Investigational Compounds
BET Inhibitor (BMS-986158)
-- 1L Myelofibrosis
golcadomide
--Relapsed/Refractory Non-Hodgkin's Lymphoma

Additional Indications
ABECMAª
--Newly Diagnosed Multiple Myeloma with Suboptimal Response post-ASCT
REBLOZYLª
--1L NTD MDS Associated Anemia
--1L TD MF Associated Anemia


Investigational Compounds
alnuctamab
--Relapsed/Refractory Multiple Myeloma
iberdomide
--2L+ Multiple Myeloma
--Post-Autologous Stem Cell Therapy Maintenance Newly Diagnosed Multiple Myeloma
mezigdomide
--2L+ Multiple Myeloma Kd --2L+ Multiple Myeloma Vd
ABECMA
--5L+ Multiple Myeloma
--4L+ Multiple Myeloma
--3L+ Multiple Myeloma
BREYANZI
--2L Large B-cell Lymphoma
--3L+ Large B-cell Lymphoma
EMPLICITIª + POMALYST/IMNOVID
--Relapsed/Refractory Multiple Myeloma
EMPLICITIª + REVLIMID
--Relapsed/Refractory Multiple Myeloma
IDHIFA
--Relapsed/Refractory Acute Myeloid Leukemia
INREBIC
--Myelofibrosis
ONUREG
--Post-Induction Acute Myeloid Leukemia Maintenance
OPDIVOª
--Advanced Hodgkin Lymphoma
POMALYST/IMNOVID
--Multiple Myeloma
--Relapsed/Refractory Multiple Myeloma
--AIDS related Kaposi Sarcoma
--HIV-negative Kaposi Sarcoma
REBLOZYLª
--Transfusion-Dependent Beta-Thalassemia
--MDS Previously treated with ESA --1L Transfusion-Dependent MDS-Associated Anemia
REVLIMID
--1L Multiple Myeloma
--Mantle Cell Lymphoma
--MDS
--Multiple Myeloma
--Previously treated Follicular Lymphoma
--Relapsed/Refractory Adult T-cell Leukemia/Lymphoma
SPRYCEL
--1L CML
--Pediatric ALL
--Refractory CML


9


ONCOLOGY
   PHASE I   PHASE II   PHASE III   APPROVED INDICATIONS
Investigational Compounds
Anti-CCR8^
--Solid Tumors
Anti-ILT4^
--Solid Tumors
AR LDD
--1L, 2L+ Metastatic Castration-Resistant Prostate Cancer
DGK Inhibitor
--Solid Tumors
Helios CELMoD
--Solid Tumors
JNK Inhibitor
 --Solid Tumors
MAGE A4/8 TCERª#
--Solid Tumors
NME 1
--Prostate Cancer
PRMT5 Inhibitor
--Solid Tumors
SHP2 Inhibitorª^
--Solid Tumors
TGFβ Inhibitor^
--Solid Tumors
TIGIT Bispecificª
--Gastric Cancer
Additional Indications
AUGTYRO (repotrectinib)
--NTRK Pan Tumor
KRAZATI
--1L NSCLC
--3L+ Colorectal cancer
nivolumab + relatlimab
--1L Stage IV NSCLC
--1L Hepatocellular Carcinoma


Investigational Compounds
Anti-CTLA-4 NF Probody Therapeutic
--Lung Cancer
--Colorectal Cancer
Anti-Fucosyl GM1^
--Relapsed/Refractory Small Cell Lung Cancer
Anti-IL8^
--Solid Tumors
Anti-NGK2A^
--Non-Small Cell Lung Cancer
BET Inhibitor (BMS-986378)^
--Solid Tumors
farletuzumab-ecteribulinª
--Ovarian Cancer
--Non-Small Cell Lung Cancer


Additional Indications
KRAZATI
--1L NSCLC
--2L Colorectal Cancer
OPDIVOª
--Peri-adjuvant Muscle Invasive Urothelial Carcinoma
--Adjuvant HCC
--Peri-adjuvant NSCLC --Stage IB-IIIA Adjuvant NSCLC#
OPDIVOª + YERVOYª
--1L Muscle Invasive Urothelial Carcinoma
--1L HCC
--1L+ MSI-High CRC
--Stage III Unresectable NSCLC
OPDUALAGª
--Adjuvant Melanoma


Investigational Compounds
subcutaneous nivolumab + relatlimab + rHuPH20ª
--1L Melanoma
subcutaneous nivolumab + rHuPH20 (multi-indications)ª
--2L RCC
ABRAXANE
--Breast
--Gastric
--Locally Advanced or Metastatic NSCLC
--Metastatic Breast Cancer
--NSCLC
--Pancreatic
--Unresectable Pancreatic
AUGTYRO (repotrectinib)
--ROS1 NSCLC
KRAZATI
--Advanced NSCLC with KRASG12C mutation
OPDIVOª
--1L Metastatic Melanoma
--1L Gastric
--Esophageal Squamous Cell Carcinoma
--1L Esophageal
--Adjuvant Melanoma
--Adjuvant Bladder
--Adjuvant Esophageal/Gastroesophageal
--Adjuvant Melanoma Stage IIB/C
--Mesothelioma
--Previously treated advanced RCC
--Previously treated Gastric cancer (Japan, China)
--Previously treated Metastatic Head & Neck
--Previously treated Metastatic Melanoma
--Previously treated Metastatic MSI-High CRC
--Previously treated Metastatic Non-squamous NSCLC
--Previously treated Metastatic Squamous NSCLC
--Previously treated Metastatic Urothelial Cancer
--Previously treated Esophageal Cancer
--Neoadjuvant NSCLC
OPDIVOª + cabozantinibª
--Metastatic RCC
OPDIVOª + YERVOYª
--1L Metastatic Melanoma
--1L Mesothelioma
--1L NSCLC
--1L RCC
--Previously treated Metastatic MSI-High CRC
--Previously treated HCC
--1L Esophageal
--1L Gastric
OPDUALAG
--1L Melanoma
YERVOYª
--Adjuvant Melanoma
--Metastatic Melanoma
10


IMMUNOLOGY
   PHASE I   PHASE II   PHASE III   APPROVED INDICATIONS
Investigational Compounds
Anti-CD40
--Autoimmune Disease
CD19 NEX T
--Severe Refractory Systemic Lupus Erythematosus
IL2-CD25
--Autoimmune Disease
NME 2
--Autoimmune Disease
PKCθ Inhibitor
--Autoimmune Disease

Additional Indications
SOTYKTU
--Alopecia Areata
--Discoid Lupus Erythematosus


Investigational Compounds
afimetoran
--Systemic Lupus Erythematosus
TYK2 Inhibitor (BMS-986322)
--Moderate-to-Severe Psoriasis

Additional Indications
SOTYKTU
--Psoriatic Arthritis
--Systemic Lupus Erythematosus
--Sjögren's Syndrome
ZEPOSIA
--Crohn’s Disease


Investigational Compounds
cendakimab
--Eosinophilic Esophagitis
--Eosinophilic Gastroenteritis*
LPA1 Antagonist
--Idiopathic Pulmonary Fibrosis
--Progressive Pulmonary Fibrosis
obexelimab #
--IgG4-Related Disease
ORENCIA
--Active Polyarticular JIA
--Early Rheumatoid Arthritis
--JIA Intravenous
--JIA Subcutaneous
--Psoriatic Arthritis
--RA Auto injector
--RA Intravenous
--RA Subcutaneous
--Acute Graft versus Host Disease
SOTYKTU
--Moderate-to-Severe Psoriasis
ZEPOSIA
--Relapsing Multiple Sclerosis
--Moderate-to-Severe Ulcerative Colitis
CARDIOVASCULAR
   PHASE I   PHASE II   PHASE III   APPROVED INDICATIONS
Investigational Compounds
FXIa Inhibitor
--Thrombotic Disorders

Additional Indications
CAMZYOS
--Heart Failure with Preserved Ejection Fraction (HFpEF)


Investigational Compounds
danicamtiv
--Genetic Dilated Cardiomyopathy
MYK-224
--Obstructive Hypertrophic Cardiomyopathy
--Heart Failure with Preserved Ejection Fraction (HFpEF)

Additional Indications
CAMZYOS
--Non-obstructive Hypertrophic Cardiomyopathy


Investigational Compounds
milvexianª
--Acute Coronary Syndrome#
--Atrial Fibrillation#
--Secondary Stroke Prevention (SSP)#



CAMZYOS
--Symptomatic Obstructive Hypertrophic Cardiomyopathy
ELIQUISª
--Stroke Prevention in Atrial Fibrillation
--Venous Thromboembolism Prevention
--Orthopedic Surgery
--Venous Thromboembolism Treatment



11


NEUROSCIENCE
   PHASE I
Investigational Compounds
Anti-MTBR-Tau
--Alzheimer's Disease
CD19 NEX T
--Multiple Sclerosis
eIF2b Activatorª
--Neuroscience
FAAH/MGLL Dual Inhibitor
--Neuroscience
TYK2 Inhibitor (BMS-986465)
--Neuroinflammation Disorders
Note: Above pipeline excludes clinical collaborations
ª
Development Partnerships: ABECMA: 2seventy bio; farletuzumab ecteribulin: Eisai; rHuPH20: Halozyme; MAGEA4/8 TCER: Immatics; milvexian: Janssen Pharmaceuticals Inc., a Johnson & Johnson company ; OPDIVO, YERVOY, OPDUALAG in Japan: Ono; PKCθ Inhibitor: Exscientia; REBLOZYL: Merck; SHP2 Inhibitor: BridgeBio Pharma; TIGIT Bispecific: Agenus; obexelimab: Zenas BioPharma in Japan, South Korea, Taiwan, HK, Singapore, and Australia
^ Trial(s) exploring various combinations
#Partner-run study
*
Japan only

The following are our registrational study readouts anticipated through 2024/2025:
OncologyImmunology
AssetTumorTrialAssetDiseaseTrial
Krazati
1L NSCLC TPS<50%
KRYSTAL-17
cendakimab
EoE
IM042-P04
Krazati
2L CRC
KRYSTAL-10
SotyktuPsA
POETYK-PsA-1
Krazati
2L+ Mutated NSCLC
KRYSTAL-12*
Sotyktu
PsA
POETYK-PsA-2
Opdivo
Adjuvant HCC
CM-9DX
Zeposia
Crohn's Disease
YELLOWSTONE (Induction -1)
Opdivo
Peri-adjuvant MIUC
CM-078
Zeposia
Crohn's Disease
YELLOWSTONE (Induction-2)
HematologyCV
AssetDiseaseTrialAssetDiseaseTrial
Breyanzi
Relapsed/Refractory MZL
TRANSCEND
Camzyos
nHCM
ODYSSEY-HCM
Reblozyl
1L TD MF Associated Anemia
INDEPENDENCE

* Confirmatory trial
12


Alliances

We enter into alliance arrangements with third parties for the development and commercialization of specific products or drug candidates in our therapeutic areas of focus. Alliances may be structured as co-development, co-commercialization, licensing or joint venture arrangements. These arrangements may include upfront payments; option payments to develop or commercialize a specific asset or technology; payments for various developmental, regulatory and sales-based performance milestones; royalties; cost reimbursements; profit sharing; and equity investments. Provisions in our alliance arrangements lessen our investment risk for compounds not leading to revenue generating products but reduce the profitability of marketed products due to profit sharing or royalty payments. We actively pursue such arrangements and view alliances as an important complement to our own discovery, development and commercialization activities.

Our alliance arrangements contain customary early termination provisions following material breaches, bankruptcy or product safety concerns. Such arrangements also typically provide for termination by BMS without cause. The amount of notice required for early termination generally ranges from immediately upon notice to 180 days after receipt of notice. Termination immediately upon notice is generally available where the other party files a voluntary bankruptcy petition or if a material safety issue arises with a product such that the medical risk/benefit is incompatible with the welfare of patients to continue to develop or commercialize the product. Termination with a notice period is generally available where an involuntary bankruptcy petition has been filed and has not been dismissed, a material breach by a party has occurred and not been cured or where BMS terminates without cause. Sometimes, BMS's right to terminate without cause may only be exercisable after a specified period of time has elapsed after the alliance agreement is signed. Our alliances typically do not otherwise contain provisions that provide the other party the right to terminate the alliance.

We typically do not retain any rights to another party's product or intellectual property after an alliance terminates. The loss of rights to one or more products that are marketed and sold by us pursuant to an alliance could be material to our results of operations and the loss of cash flows caused by such loss of rights could be material to our financial condition and liquidity. Alliance agreements may be structured to terminate on specific dates, upon the product's patent expiration date or without an expiry date. Profit sharing payments typically have no expiration date while royalty payments typically cease upon loss of market exclusivity, including patent expiration.

Refer to “Item 8. Financial Statements and Supplementary Data—Note 3. Alliances” for further information on our most significant alliance agreements as well as other alliance agreements.

Marketing, Distribution and Customers

We promote the appropriate use of our products directly to healthcare professionals and organizations such as doctors, nurse practitioners, physician assistants, pharmacists, technologists, hospitals, PBMs and Managed Care Organizations ("MCOs"). We also provide information about the appropriate use of our products to consumers in the U.S. through direct-to-consumer print, radio, television and digital advertising and promotion. In addition, we sponsor general advertising to educate the public about our innovative medical research and corporate mission. For a discussion of the regulation of promotion and marketing of pharmaceuticals, refer to “—Government Regulation” below.

Through our field sales and medical organizations, we explain the risks and benefits of the approved uses of our products to medical professionals. We work to gain access for our products on formularies and reimbursement plans (lists of recommended or approved medicines and other products), including Medicare Part D plans, by providing information about the clinical profiles of our products. Our marketing and sales of prescription pharmaceuticals is limited to the approved uses of the particular product, but we continue to develop scientific data and other information about potential additional uses of our products and provide such information as scientific exchange at scientific congresses or we share information about our products in other appropriate ways, including the development of publications, or in response to unsolicited inquiries from doctors, other medical professionals and MCOs.

Our operations include several marketing and sales organizations. Each product marketing organization is supported by a sales force, which is responsible for selling one or more products. We also have marketing organizations that focus on certain classes of customers such as managed care entities or certain types of marketing tools, such as digital or consumer communications. Our sales forces focus on communicating information about new approved products or uses, as well as approved uses of established products, and promotion to physicians is increasingly targeted at physician specialists who treat the patients in need of our medicines.

13


Our products are sold principally to wholesalers, specialty distributors, specialty pharmacies, and to a lesser extent, directly to distributors, retailers, hospitals, clinics and government agencies. Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide Risk Evaluation and Mitigation Strategy ("REMS") (Revlimid) and Pomalyst REMS programs, respectively. These are proprietary, mandatory 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 product’s safe and appropriate distribution and use. Camzyos is only available through 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. 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. Refer to “Item 8. Financial Statements and Supplementary Data—Note 2. Revenue” for gross revenues to the three largest pharmaceutical wholesalers in the U.S. as a percentage of our global gross revenues.

Our U.S. business has DSAs with substantially all of our direct wholesaler and distributor customers that allow us to monitor U.S. wholesaler and distributor inventory levels and requires those wholesalers and distributors to maintain inventory levels that are no more than one month of their demand. The DSAs, including those with our three largest wholesalers, expire in June 2024 subject to certain termination provisions.

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 reliably gather and report inventory levels from our customers.

In a number of countries outside of the U.S., we contract with distributors to support certain products. The services provided by these distributors vary by market, but may include distribution and logistics; regulatory and pharmacovigilance; and/or sales, advertising or promotion.

Competition

The markets in which we compete are generally broad-based and highly competitive. We compete with other worldwide research-based drug companies, many smaller research companies with more limited therapeutic focus and generic drug manufacturers. Important competitive factors include product efficacy, safety and ease of use, price and demonstrated cost-effectiveness, marketing effectiveness, product labeling, customer service and R&D of new products and processes. Sales of our products can be impacted by new studies that indicate a competitor’s product is safer or more effective for treating a disease or particular form of disease than one of our products. Our revenues also can be impacted by additional labeling requirements relating to safety or convenience that may be imposed on products by the FDA or by similar regulatory agencies in different countries. If competitors introduce new products and processes with therapeutic or cost advantages, our products can be subject to progressive price reductions, decreased volume of sales or both.

Advancements in treating cancer with IO therapies continue to evolve at a rapid pace. Our IO products, particularly Opdivo, operate in a highly competitive marketplace. In addition to competing for market share with other IO products in approved indications such as lung cancer and melanoma, we face increased competition from existing competing IO products that receive FDA approval for additional indications and for new IO agents that receive FDA approval and enter the market. Furthermore, as therapies combining different IO products or IO products with existing chemotherapy or targeted therapy treatments are investigated for potential expanded approvals, we anticipate that our IO products will continue to experience intense competition.

Another competitive challenge we face is from generic pharmaceutical manufacturers. In certain countries, including the U.S. and in the EU, the regulatory approval process exempts generics from costly and time-consuming clinical studies to demonstrate their safety and efficacy, allowing generic manufacturers to rely on the safety and efficacy of the innovator product. As a result, generic pharmaceutical manufacturers typically invest far less in R&D than research-based pharmaceutical companies and therefore can price their products significantly lower than branded products. Accordingly, when a branded product loses its market exclusivity, it normally faces intense price competition from generic forms of the product. Upon the expiration or loss of market exclusivity on a product, we can lose the major portion of that product's revenue in a very short period of time.

After the expiration of exclusivity, the rate of revenue decline of a product varies by country. In general, the decline in the U.S. market is more rapid than in most other developed countries, though we have observed rapid declines in a number of EU countries as well. Also, the declines in developed countries tend to be more rapid than in developing countries. The rate of revenue decline after the expiration of exclusivity has also historically been influenced by product characteristics. For example, drugs that are used in a large patient population (e.g., those prescribed by key primary care physicians) tend to experience more rapid declines than drugs in specialized areas of medicine (e.g., oncology). Drugs that are more complex to manufacture (e.g., sterile injectable products) usually experience a slower decline than those that are simpler to manufacture.

14


In certain countries outside the U.S., patent protection is weak or nonexistent and we are challenged by generic versions shortly after we launch our innovative products. In addition, generic pharmaceutical companies may introduce a generic product before exclusivity has expired, and before the resolution of any related patent litigation. For more information about market exclusivity, refer to “—Products, Intellectual Property and Product Exclusivity.”

We believe our long-term competitive position depends upon our success in discovering and developing innovative, cost-effective products that serve unmet medical needs, along with our ability to manufacture products efficiently and to market them effectively in a highly competitive environment.

Pricing, Price Constraints and Market Access

Our medicines are priced based on a number of factors, including the value of scientific innovation for patients and society in the context of overall health care spend, economic factors impacting health care systems’ ability to provide appropriate and sustainable access and the necessity to sustain our investment in innovation platforms to address unmet medical needs. Central to price is the clinical value that this innovation brings to the market, the current landscape of alternative treatment options and the goals of ensuring appropriate patient access to this innovation and sustaining investment in creative platforms. We continue to explore new pricing approaches to ensure that patients have access to our medicines. Enhancing patient access to medicines is a priority for us. We are focused on: offering creative tiered pricing and patient support programs to optimize access while protecting innovation; advocating for sustainable healthcare policies and infrastructure, leveraging advocacy/payer’s input and utilizing collaborations as appropriate; and improving access to care and supportive services for vulnerable patients through collaborations and demonstration projects.

An important factor on which the pricing of our medicines depends is government regulation. We have been subject to increasing international and domestic efforts by various governments to implement or strengthen measures to regulate pharmaceutical market access and product pricing and payment. In the U.S., we are required to provide discounts on purchases of pharmaceutical products under various federal and state healthcare programs. Federal government officials and legislators continue to face intense pressure from the public to manage the perceived high cost of pharmaceuticals and have responded by pursuing legislation, such as the Inflation Reduction Act of 2022 ("IRA") and other rules that claim to potentially further reduce the cost of drugs for the federal government and other stakeholders. For further discussion on the IRA, refer to “Item 1. Business—Government Regulation.” We are also now required to comply with state laws that seek additional transparency into the cost of prescription drugs. We are monitoring efforts by states to seek additional rebates and limit state spending on drugs in light of budget pressures. These international, federal and state legislative and regulatory developments could create new constraints on our ability to set prices and/or impact our market access in certain areas. For further discussion on the pricing pressure and its risk, refer to “Item 1. Business—Government Regulation” and “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.”

The growth and consolidation of MCOs and PBMs in the U.S., such as Optum (UHC), CVS Health (CVS) and Express Scripts (ESI), has also been a major factor in the healthcare marketplace. These PBMs control nearly 80% of the prescription market and are owned by payers UnitedHealthcare, Aetna, and Cigna, respectively. As MCOs and PBMs have been consolidating into fewer, larger entities, they have also been enhancing their purchasing strength and share of voice within the market. Over half of the U.S. population now participates in some version of managed care. MCOs can include medical insurance companies, medical plan administrators, health-maintenance organizations, Medicare Part D prescription drug plans, alliances of hospitals and physicians and other physician organizations. PBMs are third parties that support formulary management and contracting for MCOs.

To successfully compete for formulary position with MCOs and PBMs, we must often demonstrate that our products offer not only medical benefits but also cost advantages as compared with other forms of care. Exclusion of a product from a formulary can lead to its sharply reduced usage in patient populations due to higher out-of-pocket costs to patients. Consequently, pharmaceutical companies compete aggressively to have their products included on these formularies. Most new products that we introduce compete with other products already on the market or products that are later developed by competitors. Where possible, companies compete for inclusion based upon unique features of their products, such as greater efficacy, better patient ease of use or fewer side effects. A lower overall cost of therapy, usually provided as a rebate to the PBM, is also an important factor. Products that demonstrate fewer therapeutic advantages must compete for inclusion based primarily on price. We have been generally, although not universally, successful in having our major products included on MCO and PBM formularies.

15


In many markets outside the U.S., we operate in an environment of government-mandated, cost-containment programs. In these markets, a significant portion of funding for healthcare services and the determination of pricing and reimbursement for pharmaceutical products are subject to either direct government control at the point of care or governments serving as the primary payer. As a result, our products may face restricted access, higher out of pocket expenses for patients, and pricing pressures by both public and private payers and may be subject to assessments of comparative value and effectiveness against existing standard of care. Several governments have placed restrictions on physician prescription levels and patient reimbursements, emphasized greater use of generic drugs and/or enacted mandated price cuts or rebate schemes as methods of cost control. In most EU countries, for example, the government regulates pricing of a new product at launch often through direct price controls, international price comparisons, and/or reference pricing to the current standard of care. Prices are often reevaluated and further restricted throughout the life of the medicine. In other EU markets, such as Germany, the government does not set pricing restrictions at launch, but pricing freedom is subsequently limited. Companies may also face significant delays in market access for new products and more than a year can elapse before new medicines become available to patients in the market. Additionally, countries outside of the U.S. have regularly imposed new or additional cost containment measures for pharmaceuticals such as volume discounts, cost caps, cost sharing for increases in excess of prior year costs for individual products or aggregated market level spending and clawbacks. These trends have been accelerating in recent years. For example, in 2022, Germany reformed its pricing and reimbursement system to further restrain pharmaceutical spending by reducing its “free pricing” period and introducing new cost-containment measures on medicines based on their value assessment results, and use in combination with other medicines, and more. The Japanese government continues to impose price cuts outside the normal repricing cycles, and in the last several years introduced a new value assessment requirement on some medicines to further cut prices. The existence of price differentials between markets, particularly among neighboring countries, due to the different national pricing and reimbursement conditions leads to potential parallel trade flows.

Government Regulation

The pharmaceutical industry is subject to extensive global regulations by regional, country, state and local agencies. The Federal Food, Drug, and Cosmetic Act, other Federal statutes and regulations, various state statutes and regulations (including newly enacted state laws regulating drug price transparency, rebates and drug spending), and laws and regulations of foreign governments govern to varying degrees the testing, approval, production, labeling, distribution, post-market surveillance, advertising, dissemination of information and promotion of our products. The lengthy process of laboratory and clinical testing, data analysis, manufacturing, development and regulatory review necessary for required governmental approvals is extremely costly and can significantly delay product introductions in a given market. Promotion, marketing, manufacturing and distribution of pharmaceutical products are extensively regulated in all major world markets. In addition, our operations are subject to complex Federal, state, local and foreign environmental and occupational safety laws and regulations. We anticipate that the laws and regulations affecting the manufacture and sale of current products and the introduction of new products will continue to require substantial scientific and technical effort, time and expense as well as significant capital investments.

The FDA is of particular importance in the U.S. It has jurisdiction over virtually all of our activities and imposes requirements covering the testing, safety, effectiveness, manufacturing, labeling, marketing, advertising and post-marketing surveillance of our products. In many cases, FDA requirements have increased the amount of time and money necessary to develop new products and bring them to market in the U.S. The regulatory review process is a resource intensive undertaking for both the FDA and the pharmaceutical company. Improvements in the efficiency of this process can have significant impact on bringing new therapies to patients more quickly. The FDA can employ several tools to facilitate the development of certain drugs or expedite certain applications, including fast track designation, Breakthrough Therapy designation, priority review, accelerated approval, incentives for orphan drugs developed for rare diseases and others. For example, in recent years the FDA Oncology Center of Excellence (“OCE”) established two projects to test novel approaches for more efficient regulatory review of oncology drugs: the Real-Time Oncology Review pilot program and the Assessment Aid. Under the Assessment Aid pilot program, the FDA approved Opdivo given with three cycles of platinum-doublet chemotherapy on March 4, 2022 for the first-line treatment of adult patients with resectable NSCLC in the neoadjuvant setting. This approval was achieved four months before the priority review PDUFA date in July 2022. To develop a framework for concurrent review of supplemental oncology applications among multiple approval authorities, the OCE initiated Project Orbis. Under Project Orbis, earlier approvals from the Australian Therapeutic Goods Administration (“TGA”), Health Canada and the United Kingdom’s Medicines and Healthcare products Regulatory Agency were received on the combination of Opdivo given with three cycles of platinum-doublet chemotherapy in 2022.

16


The FDA mandates that drugs be manufactured, packaged and labeled in conformity with cGMP established by the FDA. In complying with cGMP regulations, manufacturers must continue to expend time, money and effort in production, recordkeeping and quality control to ensure that products meet applicable specifications and other requirements to ensure product safety and efficacy. The FDA periodically inspects our drug manufacturing facilities to ensure compliance with applicable cGMP requirements. Failure to comply with the statutory and regulatory requirements subjects us to possible legal or regulatory action, such as suspension of manufacturing, seizure of product or voluntary recall of a product. Adverse events with the use of products must be reported to the FDA and could result in the imposition of market restrictions through labeling changes or product removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy occur following approval.

The Federal government has extensive enforcement powers over the activities of pharmaceutical manufacturers, including authority to withdraw or delay product approvals, to commence actions to seize and prohibit the sale of unapproved or non-complying products, to halt manufacturing operations that are not in compliance with cGMPs, and to impose or seek injunctions, voluntary recalls, civil, monetary and criminal penalties. Such a restriction or prohibition on sales or withdrawal of approval of products marketed by us could materially adversely affect our business, financial condition and results of operations and cash flows.

Marketing authorization for our products is subject to revocation by the applicable governmental agencies. In addition, modifications or enhancements of approved products or changes in manufacturing locations are in many circumstances subject to additional FDA approvals, which may or may not be received and may be subject to a lengthy application process.

The distribution of pharmaceutical products is subject to the PDMA as part of the Federal Food, Drug, and Cosmetic Act, which regulates such activities at both the Federal and state level. Under the PDMA and its implementing regulations, states are permitted to require registration of manufacturers and distributors that provide pharmaceuticals even if such manufacturers or distributors have no place of business within the state. States are also permitted to adopt regulations limiting the distribution of product samples to licensed practitioners. The PDMA also imposes extensive licensing, personnel recordkeeping, packaging, quantity, labeling, product handling and facility storage and security requirements intended to prevent the sale of pharmaceutical product samples or other product diversions.

The FDA Amendments Act of 2007 imposed additional obligations on pharmaceutical companies and delegated more enforcement authority to the FDA in the area of drug safety. Key elements of this legislation give the FDA authority to (i) require that companies conduct post-marketing safety studies of drugs, (ii) impose certain safety related drug labeling changes, (iii) mandate risk mitigation measures such as the education of healthcare providers and the restricted distribution of medicines, (iv) require companies to publicly disclose data from clinical studies and (v) pre-review television advertisements.

The marketing practices of all U.S. pharmaceutical manufacturers are subject to Federal and state healthcare laws that are used to protect the integrity of government healthcare programs. The Office of Inspector General (“OIG”) oversees compliance with applicable Federal laws, in connection with the payment for products by government funded programs, primarily Medicaid and Medicare. These laws include the Federal anti-kickback statute, which criminalizes knowingly offering something of value to induce the recommendation, order or purchase of products or services reimbursed under a government healthcare program. The OIG has issued a series of guidances to segments of the healthcare industry, including the 2003 Compliance Program Guidance for Pharmaceutical Manufacturers, which includes a recommendation that pharmaceutical manufacturers, at a minimum, adhere to the PhRMA Code, a voluntary industry code of marketing practices. We subscribe to the PhRMA Code and have implemented a compliance program to address the requirements set forth in the guidance and our compliance with the healthcare laws. Failure to comply with these healthcare laws could subject us to administrative and legal proceedings, including actions by Federal and state government agencies. Such actions could result in the imposition of civil and criminal sanctions, which may include fines, penalties and injunctive remedies; the impact of which could materially adversely affect our business, financial condition and results of operations and cash flows.

We are also subject to the jurisdiction of various other Federal and state regulatory and enforcement departments and agencies, such as the Federal Trade Commission, the Department of Justice and the Department of Health and Human Services in the U.S. We are also licensed by the U.S. Drug Enforcement Administration to procure and produce controlled substances. We are, therefore, subject to possible administrative and legal proceedings and actions by these organizations. Such actions may result in the imposition of civil and criminal sanctions, which may include fines, penalties and injunctive or administrative remedies.

17


The U.S. healthcare industry is subject to various government-imposed laws and regulations authorizing prices or price controls that have and will continue to have an impact on our total revenues. We participate in state government Medicaid programs, as well as certain other qualifying Federal and state government programs whereby discounts and rebates are provided to participating state and local government entities. We participate in the Medicaid Drug Rebate Program ("MDRP"), under which we must pay rebates to state Medicaid programs for our covered outpatient drugs provided to Medicaid beneficiaries, with rebates based on pricing data we report regularly to the Centers for Medicare & Medicaid Services (CMS). We also participate in the Health Resources and Services Administration's 340B program, under which we must offer covered outpatient drugs to statutorily defined covered entities at no more than the 340B program “ceiling price”, with that price calculated based on MDRP-reported data. We also participate in federal government programs that specify discounts to certain federal government entities; the most significant of which are the U.S. Department of Defense and the U.S. Department of Veterans Affairs. These entities receive minimum discounts based off a defined “non-federal average manufacturer price” for purchases.

In recent years, several legislative and policy proposals have been introduced in the U.S. to lower drug prices. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law which provides for (i) the government to set or “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Medicare Part B drugs (beginning in 2028) 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 beginning in 2022 for Medicare Part D and 2023 for Medicare Part B drugs, and (iii) Medicare Part D redesign which replaces the current Part D Coverage Gap Discount Program (“CGDP”) and establishes a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. In August 2023, the U.S. Department of Health and Human Services selected Eliquis as one of the first 10 medicines subject to government-set prices beginning in 2026. 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. The effect of reducing prices and reimbursement for certain of our products would significantly impact our business and consolidated results of operations. For further discussion of this legislation impact, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary.” 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. A comment period on the proposal ran through February 6, 2024, and we are not able to predict whether a final rule will be adopted along the lines proposed and, if adopted, whether the government would seek to exercise march-in rights for any of our products. Other proposals, such as those relating to the calculation of best price and potential executive orders focused on drug pricing, are still being debated. At the state level, multiple states are pursuing government actions and ballot initiatives to address or limit drug pricing and reimbursement for their Medicaid programs. These initiatives include drug importation from Canada and attempts to use the IRA's referenced drug price at the state level. Some of these state-level proposals may also influence federal policy and legislation. Given the uncertainty surrounding the adoption and timing of these potential legislative, policy, or administrative changes, we are unable to predict their exact impact on our business. However, if enacted, these changes could modify or decrease access, coverage, or reimbursement of our products, impact our rebates, or shift costs to us, which could in turn have a material impact on our business and results of operations.

Our activities outside the U.S. are also subject to regulatory requirements governing the testing, approval, safety, effectiveness, manufacturing, labeling and marketing of our products. These regulatory requirements vary from country to country. Whether or not FDA or EC approval has been obtained for a product, approval of the product by comparable regulatory authorities of countries outside of the U.S. or the EU, as the case may be, must be obtained prior to marketing the product in those countries. The approval process may be more or less rigorous from country to country and the time required for approval may be longer or shorter than that required in the U.S. Approval in one country does not assure that a product will be approved in another country.

For further discussion of these rebates and programs, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—GTN Adjustments” and “—Critical Accounting Policies.”

Sources and Availability of Raw Materials

In general, we purchase our raw materials, components and supplies required for the manufacturing of our products in the open market. For some products, we purchase our raw materials, components and supplies from one source (the only source available to us) or a single source (the only approved source among many available to us), thereby requiring us to obtain such raw materials and supplies from that particular source. We attempt, if possible, to mitigate our potential risk associated with our raw materials, components and supplies through inventory management and alternative sourcing strategies. For further discussion of sourcing, refer to “—Manufacturing and Quality Assurance” below and discussions of particular products.

18


Manufacturing and Quality Assurance

We operate and manage a manufacturing network, consisting of internal and external resources, in a manner that permits us to improve efficiency while maintaining flexibility to reallocate manufacturing capacity. Pharmaceutical manufacturing processes are complex, highly regulated and vary widely from product to product. Given that shifting or adding manufacturing capacity can be a lengthy process requiring significant capital and other expenditures as well as regulatory approvals, we manage and operate a flexible manufacturing network that minimizes unnecessary product transfers and inefficient uses of manufacturing capacity. For further discussion of the regulatory impact on our manufacturing, refer to “—Government Regulation” above.

Our significant biologics, cell therapy and pharmaceutical manufacturing facilities are located in the U.S., Puerto Rico, Ireland and Switzerland and require significant ongoing capital investment for both maintenance and compliance with increasing regulatory requirements. For example, the FDA approved our Devens, Massachusetts commercial facility for CAR-T manufacturing in June 2023. We continue to make capital investments in our Devens, Massachusetts manufacturing facility. For our cell therapy product candidates and marketed products, including Breyanzi and Abecma, we have invested in our own manufacturing network, including facilities in Bothell, Washington; Summit, New Jersey; Devens, Massachusetts; Leiden; the Netherlands; and Libertyville, Illinois; as well as the use of third-party manufacturers. In addition, we expect to continue modification of our existing manufacturing network to meet complex processing standards that are required for our growing portfolio, particularly biologics and cell therapy. Biologics manufacturing involves more complex processes than those of traditional pharmaceutical operations. Beyond regulatory requirements, many of our products involve technically sophisticated manufacturing processes or require specialized raw materials. For example, we manufacture for clinical and commercial use several sterile products, biologic products and CAR-T products, all of which are particularly complex and involve highly specialized manufacturing technologies. As a result, even slight deviations at any point in their production process may lead to production failures or recalls. In order to address production constraints for CAR-T cell therapy manufacturing, we continue to partner with third party manufacturers to expand supply of vector and are investing in new facilities for drug product manufacturing. Longer-term, we are accelerating our plans to transition to new vector technologies with a dual sourcing strategy.

In addition to our own manufacturing sites, we rely on third parties to manufacture or supply us with all or a portion of the active product ingredient or drug substance necessary for us to manufacture various products, including Eliquis, Opdivo, Pomalyst/Imnovid, Yervoy, Sprycel, Reblozyl, Abraxane, Zeposia, Camzyos, Sotyktu and Inrebic. We are also expanding our use of third-party manufacturers for drug product and finished goods manufacturing and we continue to shift towards using third-party manufacturers for supply of our mature and other brands. To maintain a stable supply of these products, we take a variety of actions including inventory management and maintenance of additional quantities of materials, when possible, that are designed to provide for a reasonable level of these ingredients to be held by the third-party supplier, us or both, to reduce the risk of interruption of our manufacturing operations. Certain supply arrangements extend over multiple years with committed amounts using expected near or long-term demand requirements that are subject to change. As an additional protection, in some cases, we take steps to maintain an approved back-up source where available and when needed. For example, we have the capability to manufacture Opdivo drug product internally and also have arrangements with third-party manufacturers to meet demand of Opdivo drug substance and drug product.

In connection with acquisitions, divestitures, licensing and collaboration arrangements or distribution agreements for certain of our products, or in certain other circumstances, we have entered into agreements under which we have agreed to supply our products to third parties and intend to continue to enter into such arrangements or agreements in the future. In addition to liabilities that could arise from our failure to supply such products under the agreements, these arrangements or agreements could require us to invest in facilities for the manufacturing of non-strategic products, in the case of a divestiture or distribution arrangement, resulting in additional regulatory filings and obligations or causing an interruption in the manufacturing of our own strategic products.

Our success depends in great measure upon customer confidence in the quality of our products and in the integrity of the data that support their safety and effectiveness. Product quality arises from a total commitment to quality in all parts of our operations, including research and development, purchasing, facilities maintenance and planning, manufacturing, warehousing, logistics and distribution. We maintain records to demonstrate the quality and integrity of data, technical information and production processes.

Control of production processes involves established specifications and standards for raw materials, components, ingredients, equipment and facilities, manufacturing methods and operations, packaging materials and labeling. We perform tests at various stages of production processes, on the raw materials, drug substance and the final product and on product samples held on stability to ensure that the product meets regulatory requirements and conforms to our standards. These tests may involve chemical and physical analyses, microbiological testing or a combination of these along with other analyses. Quality control testing is provided by business unit/site and third-party laboratories. Quality assurance groups routinely monitor manufacturing procedures and systems used by us, our subsidiaries and third-party suppliers to help ensure quality and compliance requirements are met.

19


Environmental Regulation

Our facilities and operations are subject to extensive U.S. and foreign laws and regulations relating to environmental protection and human health and safety, including those governing discharges of pollutants into the air and water; the use, management and disposal of hazardous, radioactive and biological materials and wastes; and the cleanup of contamination. Pollution controls and permits are required for many of our operations, and these permits are subject to modification, renewal or revocation by the issuing authorities.

Our environment, occupational health, safety and sustainability group monitors our operations around the world, providing us with an overview of regulatory requirements and overseeing the implementation of our standards for compliance. We also incur operating and capital costs for such matters on an ongoing basis, which were not material for 2023, 2022 and 2021. In addition, we invested in projects that reduce resource use of energy and water. Although we believe that we are in substantial compliance with applicable environmental, health and safety requirements and the permits required for our operations, we nevertheless could incur additional costs, including civil or criminal fines or penalties, clean-up costs or third-party claims for property damage or personal injury, for violations or liabilities under these laws.

Many of our current and former facilities have been in operation for many years, and over time, we and other operators of those facilities have generated, used, stored or disposed of substances or wastes that are considered hazardous under Federal, state and/or foreign environmental laws, including CERCLA. As a result, the soil and groundwater at or under certain of these facilities is or may be contaminated, and we may be required to make significant expenditures to investigate, control and remediate such contamination, and in some cases to provide compensation and/or restoration for damages to natural resources. Currently, we are involved in investigation and remediation at 15 current or former facilities. We have also been identified as a PRP under applicable laws for environmental conditions at approximately 19 former waste disposal or reprocessing facilities operated by third parties at which investigation and/or remediation activities are ongoing.

We may face liability under CERCLA and other Federal, state and foreign laws for the entire cost of investigation or remediation of contaminated sites, or for natural resource damages, regardless of fault or ownership at the time of the disposal or release. In addition, at certain sites we bear remediation responsibility pursuant to contractual obligations. Generally, at third-party operator sites involving multiple PRPs, liability has been or is expected to be apportioned based on the nature and amount of hazardous substances disposed of by each party at the site and the number of financially viable PRPs. For additional information about these matters, refer to “Item 8. Financial Statements and Supplementary Data—Note 20. Legal Proceedings and Contingencies.”

Human Capital Management and Resources

We believe that our employees around the world embody our mission to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. Together, their unyielding focus on patients defines our culture.

Demographics: As of December 31, 2023, we had approximately 34,100 employees in 43 countries. Approximately 59% of our employees are located in the U.S. (excluding Puerto Rico) and 41% are located outside of the U.S. We supplement our workforce with contingent and temporary workers. Certain specialized and skilled services are provided by independent contractors. The average tenure of our employees is approximately seven years.

People Strategy: BMS is a global community of compassionate, purpose-driven professionals who are living into our vision of transforming patients’ lives through science. Our People Strategy is designed to foster an inclusive and engaging work experience to attract, develop, and retain the most talented workforce which reflects the diverse cultures, backgrounds, and experiences of our patients and communities around the world. We strive to inspire career experiences that enable our people to realize their own aspirations; nurture healthy, energizing and flexible workplaces that foster collaboration and innovation; cultivate an inclusive environment and diverse workforce where everyone feels a sense of belonging and valued for their unique perspectives; and excel in the pursuit of science and innovation for patients. We prioritize investment in enterprise-wide, comprehensive and cohesive strategies, programs, policies and initiatives described below to accelerate personal development and collaboration in service to our patients. We believe that these investments are a competitive advantage in recruiting, developing and retaining our future workforce and that they drive innovation across our people practices as unrelenting as our push for breakthrough science.

Global Inclusion and Diversity: Inclusion and Diversity (I&D) strengthen the foundation of BMS to achieve breakthroughs that help us serve the unmet and evolving needs of our patients and communities around the world. We are compelled by our longstanding commitment to elevate Inclusion, Diversity and Health Equity to drive equitable advancement and outcomes for all. Our Global I&D strategy leads with our Value of Inclusion, one of our six core values, is regionally and locally relevant, and strengthens the human connection we bring to work every day to discover, develop and deliver medicines that help patients prevail over serious diseases.

20


We thrive on a culture of belonging which cultivates and encourages inclusive engagement and innovation. By encouraging employees around the world—across diverse cultures, backgrounds and experiences—to be their authentic selves at work, to speak up and think boldly, we create an energized environment of co-collaboration and co-design where bold ideas and solutions can lead to improved patient outcomes. Our patients, communities, colleagues and industry deserve nothing less.

The Global I&D strategy is enabled through People and Business Resource Groups (“PBRGs”) and operationalized through organization design.

We maintain PBRG chapters worldwide where members network, learn skills, participate in learning development events and contribute to our Global I&D strategy in a tangible way. Our PBRGs are sponsored by members of our executive leadership team and are each led by a full-time dedicated leader who reports directly to a member of our executive leadership team. Our PBRGs include the Black Organization for Leadership and Development, the BMS Network of Women, the Cultivating Leadership and Innovation for Multigenerational and Belonging, the Disability Advancement Workplace Network, the PRIDE Alliance, the Organization for Latino Achievement, the Pan Asian Network and the Veterans Community Network. PBRG membership has grown to more than 15,000+ unique members across 200+ chapters in 41 countries as of October 31, 2023. Approximately 40% of BMS employees are members of one or more PBRG.

Our Global I&D strategy includes five-year inclusion and diversity aspirational goals and health equity commitments launched in 2020: i) increasing diversity in clinical trials globally to improve the efficacy and safety of our medicines; ii) leveraging and strengthening the diversity of our workforce to better understand the unique needs and preferences of our patients and communities; iii) collaborating across global communities and beyond to improve education and access, ensuring our partners can provide culturally competent and appropriate care; and iv) driving economic empowerment in the communities we serve by investing in diverse businesses to enhance the innovation and agility within our supply chain. We are advancing these aspirational goals and we will continue to advance our I&D strategy to drive equitable access and outcomes for our patients and communities globally.

Career Growth and Development: Our BMS enterprise learning vision is to build a workforce capable of accelerating future growth, powered by a mindset of continuous learning. BMS champions the learning and development of our people, our most important asset, to recognize their full potential, achieve their career aspirations and drive business success. We aspire to create a ‘future ready’ workforce by developing the critical skills needed to tackle the organization’s most pressing strategic priorities. From on-demand, open-enrollment learning journeys to customized, nomination-based experiences, we aim to unlock personal potential through exceptional learning experiences. Our extensive library of resources, available in multiple languages to our 30,000+ employees, covers a wide range of specialized subjects. In 2023, over 6,800 employees were enrolled into our professional, manager, and leadership development programs. Tuition reimbursement is offered globally to eligible employees who, through their own initiation and desire for development, participate in accredited higher-educational programs. We support PBRG affiliation, tour of duty and stretch assignment opportunities that challenge our people and encourage them to take ownership of their skill development and career advancement.

Culture and Employee Engagement: Our workforce is composed of exceptional individuals critical to our mission to discover, develop and deliver innovative medicines that help patients prevail over serious disease. Our workforce is focused on our patients and embodies the values: Integrity, Passion, Inclusion, Innovation, Accountability and Urgency. Because our employees are fundamental to our mission, we want to ensure our workforce and culture thrives and thus we routinely check in on the engagement of our employees via a global employee pulse survey. Through our confidential quarterly pulse survey, conducted in 2023, employees provided feedback on employee satisfaction and covered a variety of topics such as company culture and values, execution of our strategy, diversity and inclusion and individual development, among others. Survey results are reviewed by our executive officers and board of directors, who analyze areas of progress or opportunity both at a company level as well as at a function level. Individual managers use survey results to implement actions and activities intended to increase the wellbeing of our employees. We believe that our employee engagement initiatives, competitive pay and benefit programs and career growth and development opportunities help increase employee satisfaction and tenure and reduce voluntary turnover. Given the criticality of an engaged and motivated workforce, select employee engagement goals are incorporated in our annual bonus program metrics for our executives.

Compensation and Wellbeing: We provide highly competitive compensation and wellbeing offerings that enable our workforce to deliver on our business strategy.

Compensation: Includes market competitive base salaries, annual incentives that recognize and reward company performance as well as individual results, and long-term equity incentives that focus employees on long-term value creation. We also offer sales-based incentives, special allowances, and peer-to-peer individual recognition. For executives, a substantial proportion of pay is variable and at-risk based on our financial and operational results, and delivered in the form of equity which supports the alignment of our executive compensation program with the creation of long-term value for our shareholders.

21


Wellbeing: We are committed to prioritizing the wellbeing of our workforce through Living Life Better, our strategy for encouraging the physical, emotional, work life, and financial wellbeing of our employees. To ensure global consistency, local relevance, and competitiveness under Living Life Better, we've established a framework with a global set of standards concentrated on five key areas: inclusive benefits, mental health, family care, people with disabilities and caregivers, and all gender preventive care. This framework enhances employee experience, removes barriers to access, and improves health outcomes. Living Life Better is grounded in science and emphasizes flexibility and inclusion, ensuring our employees have the support that best meets their individual needs at the right moment. Our signature Living Life Better programs include physical, emotional, work life, and financial programs.

Employee Health & Safety: We are committed to protecting our workforce, communities, and patients, thereby ensuring the continued supply of life-saving medicines. Our goal is to ensure that all employees, contractors, and visitors to our sites, can work or conduct their visit safely. We achieve this through the rigorous application of control and risk mitigation measures as defined by our Health and Safety management system. All incidents and near misses are investigated to root cause and lessons learned are effectively shared to avoid recurrence. A comprehensive assurance program is in place to objectively assess the effectiveness of, and adherence to, our standards. Corrective and preventive actions are tracked through to closure.

We provide a comprehensive in-house occupational health service with the primary objective of ensuring that any work-related illness or disease is identified early so that worker health can be protected. A range of medical assessments including fitness-for-duty, pre-placement, reproductive health, travel health and wellness checks are also conducted. Employees with disabilities or returning from illness are supported through a rigorous, legally compliant, accommodations process where appropriate.

Foreign Operations

We have significant operations outside the U.S. They are conducted both through our subsidiaries and through distributors.

International operations are subject to certain risks, which are inherent in conducting business abroad, including, but not limited to, currency fluctuations, possible nationalization or expropriation, price and exchange controls, counterfeit products, limitations on foreign participation in local enterprises and other restrictive governmental actions. Our international businesses are also subject to government-imposed constraints, including laws on pricing or reimbursement for use of products.

Bristol Myers Squibb Website

Our internet website address is www.bms.com. On our website, we make available, free of charge, our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These documents are also available on the SEC’s website at www.sec.gov.

Information relating to corporate governance at Bristol Myers Squibb, including our Principles of Integrity, Code of Ethics for Senior Financial Officers, Code of Business Conduct and Ethics for Directors (collectively, the “Codes”), Corporate Governance Guidelines, and information concerning our Executive Committee, Board of Directors (the "Board"), including Board Committees and Committee charters, and transactions in Bristol Myers Squibb securities by directors and executive officers, is available on our website under the “About Us—Our Company,” “—Leadership” and “Investors” captions and in print to any stockholder upon request. Any waivers to the Codes by directors or executive officers and any material amendment to the Code of Business Conduct and Ethics for Directors and Code of Ethics for Senior Financial Officers will be posted promptly on our website. Information relating to stockholder services, including our Dividend Reinvestment Plan and direct deposit of dividends, is available on our website under the “Investors—Shareholder Services” caption. In addition, information about our sustainability programs is available on our website under the “About Us—Sustainability” caption. The foregoing information regarding our website and its content is for your convenience only. The information contained in or connected to our website is not deemed to be incorporated by reference in this 2023 Form 10-K or filed with the SEC.

We incorporate by reference certain information from parts of our definitive proxy statement for our 2024 Annual Meeting of Shareholders (“2024 Proxy Statement”). The SEC allows us to disclose important information by referring to it in that manner. Please refer to such information. Our 2024 Proxy Statement will be available on our website under the “Investors—Financial Reporting—SEC Filings” caption within 120 days after the end of our fiscal year.
22


Item 1A.RISK FACTORS.

Any of the risks and uncertainties described below could significantly and negatively affect our business operations, financial condition, operating results (including components of our financial results), cash flows, prospects, reputation or credit ratings now and in the future, which could cause the trading price of our common stock to decline significantly. Additional risks and uncertainties that are not presently known to us, or risks that we currently consider immaterial, could also impair our business operations, financial condition, operating results or cash flows. The following discussion of risk factors contains “forward-looking” statements, as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Special Note Regarding Forward-Looking Statements.”

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.
Our products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls, required rebates and other discounts, in the U.S., the EU and other regions around the world that result in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse. We expect that these market access constraints, pricing controls and discounting and other restrictions will become more acute as public and private payers continue to take aggressive steps to control their expenditures. Our future revenues and profit margins could be negatively affected, including as a result of (i) changes in laws and regulations relating to the pricing and reimbursement of pharmaceutical products (including potential penalties for increasing prices over the rate of inflation, new discounts to fund a redesign of the Medicare Part D benefit, and government negotiations/price controls that may change the determination of the "best price" and establish a maximum allowed price/reimbursement rate), as well as other changes relating to federal healthcare programs, such as modifying the federal Anti-Kickback statute discount safe harbor and the IRA, which includes a number of provisions intended to lower the costs of some drugs covered under Medicare Part D and Medicare Part B and to limit Medicare beneficiaries’ out-of-pocket spending under the Medicare Part D benefit, (ii) cost-cutting measures by federal healthcare programs, such as Medicare and Medicaid, MCOs and other institutional and governmental purchasers, (iii) the grant of additional authority to governmental agencies to manage drug utilization and negotiate drug prices (including the implementation of the 2020 regulation issued by the U.S. federal government authorizing states and private parties to develop and implement programs to import certain prescription drugs from Canada and sell them in the U.S., and the American Rescue Plan Act of 2021, which eliminated the Medicaid Prescription Drug Rebate cap starting January 1, 2024), (iv) expanded utilization under the 340B Drug Pricing Program ("340B program"), (v) competition related to placements on applicable commercial and Medicare Part D formularies; (vi) changes to U.S. federal pharmaceutical coverage and reimbursement policies and practices, (vii) the increased scrutiny of drug manufacturers (including any additional review of BMS or Celgene by the House Oversight and Reform Committee), (viii) reimbursement delays, (ix) government price erosion mechanisms across Europe and in other countries resulting in deflation for pharmaceutical product pricing, (x) the increased purchasing power of entities that negotiate on behalf of Medicare, Medicaid and private sector beneficiaries, (xi) collection delays or failures to pay in government-funded public hospitals outside the U.S., (xii) developments in technology and/or industry practices that could impact the reimbursement policies and practices of third-party payers, and (xiii) inhibited market access due to real or perceived differences in value propositions for our products compared to competing products.

In particular, the IRA will have the effect of reducing prices and reimbursements for certain of our products, which could significantly impact our business. Under the IRA, the U.S Department of Health and Human Services can effectively set prices for certain single-source drugs and biologics reimbursed under Medicare Part B and Part D. Generally, these government prices apply nine years (for small molecule drugs) or 13 years (for biological products) following FDA approval and will be capped at a statutory ceiling price that is likely to represent a significant discount from average prices to wholesalers and direct purchasers. In August 2023, the U.S. Department of Health and Human Services selected Eliquis as one of the first 10 medicines subject to government-set prices beginning in 2026. The Medicare price setting process began in February 2024 and will conclude by August 1, 2024. On September 1, 2024, CMS will publish prices that will be applicable to the ten drugs in the Medicare program beginning January 1, 2026. It is possible that more of our products will be selected in future years, which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections. The IRA also requires drug manufacturers to provide rebates for Medicare Part B and Part D medicines under certain circumstances. The Part D benefit redesign will replace the Part D CGDP with a new manufacturer discount program. Beginning in January 2025, under the IRA, the 70 percent CGDP discount will be replaced by a 10 percent manufacturer discount for all Medicare Part D beneficiaries that have met their deductible and incurred out of pocket drug costs below a $2,000 threshold and a 20 percent discount for beneficiaries that have incurred out of pocket drug costs above the $2,000 threshold under the new Part D benefit redesign. Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties, which could be significant. The IRA has and will continue to meaningfully impact our business strategies and those of others in the pharmaceutical industry. The full impact of the IRA on our business and the pharmaceutical industry, including the implications to us of our or a competitor's product being selected for price setting, remains uncertain.

23


At the state level, multiple states are pursuing government actions and ballot initiatives to address or limit drug pricing and reimbursement for their Medicaid programs. These initiatives include attempts to use the IRA's referenced drug price at the state level. Some of these state-level proposals may also influence federal policy and legislation. Given the uncertainty surrounding the adoption and timing of these potential legislative, policy, or administrative changes, we are unable to predict their impact on our business. However, if enacted, these changes could modify or decrease access, coverage, or reimbursement of our products, impact our rebates, or shift costs to us, which could in turn have a material impact on our business and results of operations.

Additionally, manufacturers who are found to have knowingly and intentionally overcharged 340B program covered entities could be subject to significant monetary penalties. Over the course of the past few years, Celgene had received inquiries from Human Resources and Services Administration regarding the limited distribution networks for Revlimid, Pomalyst, and Thalomid and compliance with the 340B program. As part of our broader integration strategy and alignment of our distribution model (post our acquisition of Celgene Corporation) we had announced that beginning March 1, 2022, we would recognize up to two designated 340B program contract pharmacy locations per 340B program hospital that lacks an entity-owned pharmacy. Although we believe that we have complied with, and continue to comply with, all applicable legal requirements, additional legal or legislative changes with respect to the 340B program may cause us to update our approach. Significant changes to our sales or pricing practices with regard to the distribution of drugs under the 340B program, or any material changes in our U.S. payer channel mix, could have an adverse effect on our revenues and profitability. In addition, if we are required to pay penalties under the applicable regulations, there would be an adverse effect on our revenues and profitability. For additional information on pricing pressures and other constraints, refer to “Item 1. Business—Pricing, Price Constraints and Market Access.”

We may experience difficulties or delays in the development and commercialization of new products. Our ability to replace revenue from products that lose patent protection is directly dependent on our ability to successfully commercialize new products in a timely manner.
As is common in the pharmaceutical industry, BMS expects that sales of its key brand products like Eliquis, Revlimid, Pomalyst, Sprycel and Abraxane will decline after the loss of market exclusivity for such products. Consequently, our future success is highly dependent on our pipeline of new products. There is a high rate of failure inherent in the research and development process for new drugs. As a result, there is a high risk that funds we invest in research programs will not generate financial returns. Compounds or products may appear promising in development but fail to reach market within the expected or optimal timeframe, or at all. We have experienced setbacks and may continue to do so.

In addition, product extensions or additional indications may not be approved. Furthermore, products or indications approved under the U.S. FDA’s Accelerated Approval Program may be contingent upon verification and description of clinical benefit in confirmatory studies and such studies may not be successful.

Developing and commercializing new compounds and products involve inherent risks and uncertainties, including (i) efficacy and safety concerns or findings of superior safety or efficacy of competing products; (ii) delayed or denied regulatory approvals, including as a result of difficulties in enrolling patients and completing clinical trials in a timely manner; (iii) delays or challenges with producing products on a commercial scale or excessive costs to manufacture products; (iv) failure to enter into or implement optimal alliances for the development and/or commercialization of new products; (v) changes in regulatory approval processes and policies which may cause delays or denials of new product approvals; (vi) preclusion from commercialization due to intellectual property issues or disputes with third parties; (vii) failure in certain markets to obtain reimbursement commensurate with the level of innovation and clinical benefit presented by the product; and (viii) changing clinical preferences, changing industry standards, laws and regulations, or competitors’ innovations, each of which may render new products or enhancements to existing products obsolete.

We are also unable to predict if and when any changes to laws or regulatory policies will occur and how they will affect our business and particularly our pipeline of new products.

Regulatory approval delays are especially common when a product is expected to have a REMS program, as required by the U.S. FDA to address significant risk/benefit issues, and we expect that certain of our future key products will be distributed in the U.S. primarily through a REMS program. The inability to bring a product to market or a significant delay in the expected regulatory approval and related launch date of a new product could negatively impact our revenues and earnings. In addition, if certain acquired pipeline programs are canceled or we believe their commercial prospects have been reduced, we may recognize material non-cash impairment charges for those programs. Finally, losing key molecules and intermediaries or our compound library through a natural or man-made disaster or act of sabotage could negatively impact the product development cycle.

We can provide no assurance when or whether any of our products under development will be approved or launched or whether any products, once launched, will be commercially successful. The public announcement of data from our clinical studies, or those of our competitors, or news of any developments related to our, or our competitors’, products or late-stage compounds may cause significant volatility in our stock price and depending on the data, may result in an adverse impact on our business, financial condition or results of operations. If the development of any of our key late-stage product candidates is delayed or discontinued or a clinical study does
24


not meet one or more of its primary endpoints, our stock price could decline significantly and there may be an adverse impact on our business, financial condition or results of operations.

We must maintain a continuous flow of successful new products and successful new indications for existing products sufficient both to cover our substantial research and development costs and to replace sales that are lost as profitable products lose market exclusivity or are displaced by competing products or therapies. Failure to do so in the short-term or long-term can have a material adverse effect on our business, results of operations, cash flow, financial condition and prospects. There can be no assurance that our key product candidates would prove to be safe and effective or as safe and effective as other competing products, or that, even if approved, any such products will become commercially successful for all approved indications.

We could lose market exclusivity of a product earlier than expected.
In the pharmaceutical and biotechnology industries, the majority of an innovative product’s commercial value is realized during its market exclusivity period. In the U.S. and in some other countries, when market exclusivity expires and generic versions are approved and marketed or when biosimilars are introduced (even if only for a competing product), there are usually very substantial and rapid declines in a product’s revenues.

Market exclusivity for our products is based upon patent rights and certain regulatory forms of exclusivity. The scope of our patent rights, if any, varies from country to country and may also be dependent on the availability of meaningful legal remedies in a country. The failure to obtain or maintain patent and other intellectual property rights, or limitations on the use or loss of such rights, could result in a rapid loss of sales for any affected products which could be material to us. In some countries, including certain EU member states, basic patent protections for our products may not exist because certain countries did not historically offer the right to obtain specific types of patents and/or we (or our licensors) did not file in those countries. In addition, the patent environment can be unpredictable and the validity and enforceability of patents cannot be predicted with certainty. For example, for Eliquis, generics have challenged the composition of matter patents and related SPCs in various jurisdictions and trials have taken place, or are scheduled to take place, in certain European countries. While these legal proceedings are pending, generic manufacturers have begun marketing generic versions of Eliquis in certain EU countries and may seek to market generic versions of Eliquis in other EU countries prior to the expiration date of applicable patents and related SPCs. Furthermore, manufacturers of innovative drugs as well as generic drug manufacturers may be able to design their products around our owned or licensed patents and compete with us using the resulting alternative technology. Absent relevant patent protection for a product, once the data exclusivity period expires, generic or alternative versions can be approved and marketed.

Generic and biosimilar product manufacturers as well as other groups seeking financial gain are also increasingly seeking to challenge patents before they expire, and we could face earlier-than-expected competition for any products at any time. Patents covering our key products have been, and are likely to continue to be, subject to validity, enforceability and infringement challenges in patent litigations and post-grant review patent office proceedings. Although we are confident in the strength of our intellectual property rights, it may be possible for generic drug companies to successfully challenge our rights and launch their generic versions of our drugs prior to the expiration of our intellectual property rights. For example, following certain adverse judicial decisions in the UK and the Netherlands, generic manufacturers have begun marketing generic versions of Eliquis in the UK and Netherlands, and 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. In addition, in order to avoid the uncertainty and expense of litigation, among other reasons, we may decide to enter into settlements with generic manufacturers that permit generic market entry prior to the expiration of our intellectual property rights. For example, as a result of patent settlements, generic entry for Revlimid in the United Kingdom began on January 18, 2022, and in various other European countries on February 18, 2022. Similarly, in the U.S., following patent settlements, certain companies were granted volume-limited licenses to sell generic lenalidomide in the U.S. commencing in March 2022 or thereafter.

In some cases, manufacturers may seek regulatory approval by submitting their own clinical study data to obtain marketing approval or choose to launch a generic product “at risk” before the expiration of the applicable patent(s) and/or before the final resolution of related patent litigation. In addition, some countries are allowing manufacturers to manufacture and sell generic products, which negatively impacts the protections afforded the Company. Lower-priced generics or biosimilars for BMS biologic products or competing biologics could negatively impact our volumes and prices.

In addition, both the U.S. Congress and the U.S. FDA have taken steps to promote the development and approval of generic drugs and biosimilar biologics, including by providing generic and biosimilar developers a private right of action to obtain sufficient quantities of drug samples from the reference product’s manufacturer in order to conduct testing necessary to obtain approval for generic or biosimilar products.

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. A comment period on the proposal ran through February 6, 2024,
25


and we are not able to predict whether a final rule will be adopted along the lines proposed and, if adopted, whether the government would seek to exercise march-in rights for any of our products.

There is no assurance that a particular product will enjoy market exclusivity for the full time period that appears in the estimates disclosed in this 2023 Form 10-K or that we assume when we provide our financial guidance.

We face intense competition from other manufacturers and expect to see increasing market penetration of lower-priced generic products.
The future growth of BMS is dependent on the market access, uptake and expansion for marketed brands, new product introductions, new indications, product extensions and co-promotional activities with alliance partners. Competition is keen and as we lose exclusivity for some of our marketed brands lower-priced generic products will increasingly penetrate our markets. Generic challenges to our products can also arise at any time, and our patents may not prevent the emergence of generic competition for our products. In some countries, patent protection is significantly weaker than in the U.S. or in the EU; political and social pressure has also pushed legislation and other measures that promote the use of generic and biosimilar products. For additional information, see “Item 1A. Risk Factors—We could lose market exclusivity of a product earlier than expected.”

In addition, we face competition from new products entering the market, particularly in IO. New products may have (i) lower prices, (ii) superior efficacy (benefit) or safety (risk) profiles (whether actual or perceived), (iii) technological advantages that may make such products more convenient to use, (iv) better insurance coverage or reimbursement levels, (v) more effective marketing programs and/or other differentiating factors that make it harder for our products to compete. We cannot predict with accuracy the timing or impact of the introduction of competitive products that treat diseases and conditions like those treated by our products and product candidates. Business combinations among our competitors and major third-party payers may also increase competition for our products. If we are unable to compete successfully against our competitors’ products in the marketplace, this could have a material negative impact on our revenues and earnings.

We could experience difficulties, delays and disruptions in our supply chain as well as in the manufacturing, distribution and sale of our products.
Our product supply and related patient access has been, and could in the future be, negatively impacted by difficulties, delays and disruptions in the manufacturing, distribution and sale of our products. Some of the difficulties, delays and disruptions include: (i) product seizures or recalls or forced closings of manufacturing plants; (ii) our failure, or the failure of any of our vendors or suppliers, to comply with cGMP and other applicable regulations or quality assurance guidelines that could lead to manufacturing shutdowns, product shortages or delays in product manufacturing; (iii) manufacturing, quality assurance/quality control, supply problems or governmental approval delays; (iv) the failure of a supplier, including sole source or single source suppliers, to provide us with the necessary raw materials, supplies or finished goods within a reasonable timeframe and with required quality; (v) the failure of a third-party manufacturer to supply us with bulk active or finished product on time; (vi) construction or regulatory approval delays for new facilities or the expansion of existing facilities, including those intended to support future demand for our biologics products, such as Opdivo; (vii) the failure to meet new and emerging regulations requiring products to be tracked throughout the distribution channels using unique identifiers to verify their authenticity in the supply chain; (viii) other manufacturing or distribution issues, including limits to manufacturing capacity and changes in the types of products produced, such as biologics, physical limitations, labor disputes or shortages, or other business interruptions; and (ix) disruptions in supply chain continuity, including from market forces (such as the recent stress on global logistics), natural disasters, global disease outbreaks or pandemics (including COVID-19), acts of war or terrorism or other unforeseeable or unavoidable events that materially impact one or more of our facilities or a critical supplier.

In addition, manufacturing processes for novel cell-based therapies, such as CAR-T cell therapies, are still evolving, and our processes may be more complicated or more expensive than the approaches taken by our current and future competitors. Our ability to source raw materials and supplies used to manufacture our CAR-T cell therapies and to develop consistent and reliable manufacturing processes and distribution networks with an attractive cost of goods could impact future anticipated revenue and gross profit for our CAR-T cell therapies. Furthermore, we may face challenges with sourcing raw materials and supplies for clinical and, if approved, commercial manufacturing. Logistical and shipment delays and other factors not in our control could prevent or delay the delivery of our product candidates and marketed products to patients. Additionally, we are required to maintain a complex chain of identity and custody with respect to patient material as such material enters into and moves through the manufacturing process. As a result, even slight deviations at any point in the production process for our CAR-T cell therapies or in material used in our CAR-T cell therapies could result in loss of product or regulatory remedial action, which could adversely affect our future anticipated revenues and/or profitability related to our CAR-T cell therapies.

26


Regulatory, Intellectual Property, Litigation, Tax and Legal Compliance Risks

Litigation claiming infringement of intellectual property may adversely affect our future revenues and operating earnings.
We and certain of our subsidiaries are, and in the future may be, involved in various legal proceedings, including patent litigation, such as claims that our patents are invalid, unenforceable and/or do not cover the product of the generic drug manufacturer or where third parties seek damages and/or injunctive relief to compensate for alleged infringement of their patents by our commercial or other activities. Resolving an intellectual property infringement or other claim can be costly and time consuming and may require us to enter into license agreements, which may not be available on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject us to significant damages and/or an injunction preventing the manufacture, sale, or use of the affected product or products. Any of these events could have a material adverse effect on our profitability and financial condition.

Adverse outcomes in legal matters could negatively affect our business.
Current or future lawsuits, claims, proceedings and government investigations could preclude or delay the commercialization of our products or could adversely affect our operations, profitability, liquidity or financial condition, after any possible insurance recoveries where available. Such legal matters include (i) intellectual property disputes; (ii) adverse decisions in litigation, including product safety and liability, consumer protection and commercial cases; (iii) anti-bribery regulations, such as the U.S. Foreign Corrupt Practices Act or UK Bribery Act, including compliance with ongoing reporting obligations to the government resulting from any settlements; (iv) recalls or withdrawals of pharmaceutical products or forced closings of manufacturing plants; (v) the alleged failure to fulfill obligations under supply contracts with the government and other customers or under other agreements relating to our business; (vi) product pricing and promotional matters; (vii) lawsuits and claims asserting, or investigations into, violations of securities, antitrust, Federal and state pricing, consumer protection, data privacy and other laws and regulations; (viii) environmental, health, safety and sustainability matters, including regulatory actions in response to climate change; and (ix) tax liabilities resulting from assessments from tax authorities.

We are subject to a variety of U.S. and international laws and regulations.
We are currently subject to a number of government laws and regulations and, in the future, could become subject to new government laws and regulations. The costs of compliance with such laws and regulations, or the negative results of non-compliance, could adversely affect our business, our operating results and the financial condition of our Company. These laws and regulations control and regulate key aspects of our business including but not limited to (i) market access, pricing controls and discounting; (ii) tax liabilities, returns and payments; (iii) imports and other trade restrictions; (iv) intellectual property protection and enforcement; (v) good practice guidelines and regulations; (vi) accounting standards; (vii) data storage and privacy, particularly in the EU and the U.S.; (viii) requirements for reporting payments and other value transfers to healthcare professionals (such as those provided under the Federal Anti-Kickback Statute); and (ix) compliance with anti-bribery and anti-corruption practices of the U.S. and other countries.

In addition, the U.S. healthcare industry is highly regulated and subject to frequent and substantial changes, including as a result of new judicial or governmental decisions. For example, Congress passed the Food and Drug Omnibus Reform Act in December 2022, which gave the U.S. FDA additional authority to require confirmatory trials to be underway at the time of approval and offered an additional enforcement mechanism if sponsors do not complete such studies with due diligence. We cannot predict how other future federal or state legislative or administrative changes relating to healthcare reform will affect our business. For additional information, refer to “Item 1. Business—Government Regulation,” “Item 1. Business—Pricing, Price Constraints and Market Access” and “—Adverse outcomes in legal matters could negatively affect our business.” Similarly, the legislative and regulatory environment regarding privacy and data protection is continuously evolving and the subject of significant attention by regulators and private parties globally. Regulators are imposing new data privacy and security requirements, including new and greater monetary fines or penalties for privacy violations, and jurisdictions where we operate have passed, or continue to propose, data privacy legislation and or regulations. Failure to comply with these current and future laws could result in significant penalties and reputational harm and could have a material adverse effect on our business and results of operations.

Expectations relating to environmental, social and governance considerations and related reporting obligations expose the Company to potential liabilities, increased costs, reputational harm, and other adverse effects on the Company’s business.
There is an increased focus by foreign, federal, state, and local regulatory and legislative bodies investors and other stakeholders regarding environmental policies relating to climate change, regulating greenhouse gas emissions, carbon taxes, emissions trading schemes, sustainability, human rights and diversity, inclusion and equity matters, and disclosure regarding the foregoing, many of which may be ambiguous, inconsistent, dynamic or conflicting. We expect to experience increased restrictions and compliance costs, legal costs, and expenses related to such new or changing legal or regulatory requirements. Moreover, compliance with any such legal or regulatory requirements would require us to devote substantial time and attention to these matters. In addition, we may still be subject to penalties or potential litigation if such laws and regulations are interpreted or applied in a manner inconsistent with our practices. Moreover, from time to time we establish and publicly announce environmental, social and governance goals and commitments. Implementation of our environmental, social and governance goals and initiatives involves risks and uncertainties,
27


requires investments, and depends in part on third-party performance or data that is outside of our control. In addition, some stakeholders may disagree with the Company’s environmental, social and governance goals, targets or objectives. If we do not meet, are perceived not to meet, or if stakeholders disagree with, our environmental, social and governance goals, targets or objectives, we risk negative stakeholder reaction, including from proxy advisory services, as well as damage to our brand and reputation, reduced demand for our products or other negative impacts on our business and operations.

Changes to tax regulations could negatively impact our earnings.
We are subject to income taxes in the U.S. and various other countries globally. Changes in tax laws and regulations can and do occur. Significant judgment is required for determining the Company’s tax liabilities, and the Company’s tax returns are periodically examined by various tax authorities. We have faced, and may continue to face, audit challenges on how we apply a tax law or regulation. The ultimate resolution of any tax matters may result in payments greater or less than amounts accrued, which could have a negative impact on our provision for income taxes. In addition, our future earnings could be negatively impacted by further changes in tax legislation, including changes in tax rates and tax base such as limiting, phasing-out or eliminating deductions or tax credits, increase taxing of certain excess income from intellectual property, revising tax law interpretations in domestic or foreign jurisdictions, changes in rules for earnings repatriations and changes in other tax laws in the U.S. or other countries. Notably, in July and October 2021 OECD/G20 Inclusive Framework agreed on the general rules for redefined jurisdictional taxation rights and a global minimum tax. In December 2022, the EU member states voted unanimously to adopt a Directive implementing the Pillar Two (global minimum tax) rules giving member states until December 31, 2023 to implement the Directive into national legislation. Certain jurisdictions in which we operate, under the OECD/G20 Inclusive Framework, have enacted legislation that adopts a subset of such rules effective January 1, 2024, with the remaining rules becoming effective January 1, 2025. These rules and associated legislative changes may significantly impact our tax provision and results of operations. The implementation of Pillar Two is currently expected to increase our effective tax rate excluding specified items by approximately 1% in 2024.

The failure of third parties to meet their contractual, regulatory and other obligations could adversely affect our business.
We rely on suppliers, vendors, outsourcing partners, alliance partners and other third parties to research, develop, manufacture, commercialize, co-promote and sell our products, manage certain marketing, human resource, finance, IT, data and other business unit and functional services and meet their contractual, regulatory and other obligations. Using these third parties poses a number of risks, such as: (i) they may not perform to our standards or legal requirements, for example, in relation to the outsourcing of significant clinical development activities for innovative medicines to some contract research organizations; (ii) they may not produce reliable results; (iii) they may not perform in a timely manner; (iv) they may not maintain confidentiality of our proprietary information; (v) they may incur a significant cyberattack or business disruption; (vi) they may be subject to government orders or mandates that require them to give priority to the government and set aside pre-existing commercial orders; (vii) disputes may arise with respect to ownership of rights to technology developed with our partners; and (viii) disagreements could cause delays in, or termination of, the research, development or commercialization of the product or result in litigation or arbitration. Moreover, some third parties are located in markets subject to political and social risks, corruption, infrastructure problems and natural disasters, in addition to country specific privacy and data security risks given current legal and regulatory environments. The failure of any critical third party to satisfactorily meet its obligations, including for future royalty and milestone payments; to adequately deploy business continuity plans in the event of a crisis; and/or to satisfactorily resolve significant disagreements with us or address other factors, could have a material adverse impact on our operations and results. In addition, if these third parties violate, or are alleged to have violated, any laws or regulations, including the local pharmaceutical code, U.S. Foreign Corrupt Practices Act, UK Bribery Act, the EU’s General Data Protection Regulation, and other similar laws and regulations, during the performance of their obligations for us, it is possible that we could suffer financial and reputational harm or other negative outcomes, including possible legal consequences.

Product labeling changes for our marketed products could result in a negative impact on revenues and profit margins.
Pharmaceutical products receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Additional clinical trials, head-to-head studies, adverse events reports following the use of our products over longer periods of time and studies that identify biomarkers (objective characteristics that can indicate a particular response to a product or therapy) that are conducted after obtaining marketing approval for our products, and regulatory changes to standards regarding safety, efficacy or labeling, may result in product label changes or other measures that could reduce the product's market acceptance and result in declining revenues. Sometimes additional information from new studies identifies a portion of the patient population that may be non-responsive to a medicine or would be at higher risk of adverse reactions and labeling changes based on such studies may limit the patient population. The studies providing such additional information may be sponsored by us, but they could also be sponsored by competitors, insurance companies, government institutions, MCOs, scientists, investigators or other interested parties. While additional safety and efficacy information from such studies assist us and healthcare providers in identifying the best patient population for each product, it can also negatively impact our operating results. New information added to a product’s label can affect its risk-benefit profile, leading to potential voluntary or mandatory recalls, withdrawals or declining revenue, as well as product liability claims. Additionally, certain study results, especially from head-to-head studies, could affect a product’s formulary listing, which could also adversely affect revenues.

28


In addition, if safety or efficacy concerns are raised about a third party's product in the same class as one of our products, those concerns could implicate the entire class and this, in turn, could have an adverse impact on the availability or commercial viability of our product(s) as well as other products in the class.

The illegal distribution and sale by third parties of counterfeit or unregistered versions of our products or stolen products could have a negative impact on our revenues, earnings, reputation and business.
Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet our rigorous manufacturing and testing standards. A patient who receives a counterfeit drug or a product diverted from its authorized market may be at risk for a number of dangerous health consequences. Our reputation and business could suffer harm as a result of counterfeit drugs sold under our brand name or diverted products. The prevalence of counterfeit medicines is an industry-wide issue due to a variety of factors, including the adoption of e-commerce, which increased during the COVID-19 pandemic, greatly enhancing consumers’ ability to obtain prescriptions and other medical treatments via the internet in lieu of traditional brick and mortar pharmacies. The internet exposes patients to greater risk as it is a preferred vehicle for dangerous counterfeit offers and scams because of the anonymity it affords counterfeiters.

Thefts of inventory at warehouses, plants or while in-transit, which are then not properly stored and are later sold through unauthorized channels, could adversely impact patient safety, our reputation and our business. In addition, diversion of products from their authorized market into other channels may result in reduced revenues and negatively affect our profitability.

Increased use of social media platforms presents risks and challenges.
We are increasing our use of social media to communicate Company news and events. The inappropriate and/or unauthorized use of social media could cause brand damage or information leakage and may give rise to liability, including from the improper collection and/or dissemination of personally identifiable information from employees, patients, healthcare professionals or other stakeholders. In addition, negative or inaccurate posts or comments about us on any social networking website could damage our reputation, brand image and goodwill and may cause significant volatility in our stock price. Further, the disclosure of non-public Company-sensitive information by our workforce or others, whether intentional or unintentional, through external media channels could lead to loss of trade secrets or other intellectual property, as well as the Company’s commercially sensitive information.

Information Technology and Cybersecurity Risks

We are dependent on information technology systems and face risk of cybersecurity incidents that could disrupt our business and result in theft of proprietary and confidential information.
We rely extensively on information technology systems, networks and services, including internet sites, data hosting and processing facilities and tools, physical security systems and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided by and/or used for third parties or their vendors, to assist in conducting our business. We have faced, and will continue to face, risks of incidents, whether through cyber attacks or cyber intrusions through the Cloud, the Internet, phishing attempts, ransomware and other forms of malware, computer viruses, email attachments, extortion, and other scams. Although we make efforts to maintain the security and integrity of our information technology systems, these systems and the proprietary, confidential and personal information that resides on or is transmitted through them, are subject to the risk of a cybersecurity incident or disruption, and there can be no assurance that our security efforts and measures, and those of our third-party vendors, will prevent breakdowns or incidents to our or our third-party vendors’ systems that could adversely affect our business strategy, results of operations, or financial condition. Cybersecurity risks continue to develop, including as a result of threat actors increasingly targeting employees and supply chains and geopolitical tensions leading to an increase in sabotage, espionage and cyber attacks. As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, and due to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time. A significant breakdown, invasion, corruption, destruction or interruption of critical information technology systems or leak or theft of proprietary, confidential or personal information could negatively impact operations. There can be no assurance that our continuing efforts will prevent breakdowns or incidents to our or our third-party providers’ systems or databases that could adversely affect our business. Under certain circumstances, such incidents when detected could require disclosure to government authorities and/or regulators and could require notification to impacted individuals and any such incident could result in material financial, legal, business and reputational harm to us.

Strategic, Business Development and Employee Attraction and Retention Risks

We depend on several key products for most of our revenues, cash flows and earnings.
We derive a majority of our revenue and earnings from several key products. We expect that Revlimid, Eliquis, and Opdivo will represent a significant percentage of our revenue, earnings and cash flows during the next few years. A reduction in revenue from any of these products due to loss of market exclusivity or other factors could adversely impact our earnings and cash flows. For additional information, see “Item 1A. Risk Factors—We could lose market exclusivity of a product earlier than expected.”

29


Also, if one of our major products were to become subject to issues such as loss of patent protection, significant changes in demand, formulary access changes, material product liability, unexpected side effects, regulatory proceedings, negative publicity, supply disruption from our manufacturing operations or third-party supplier or a significant advancement of competing products, we may incur an adverse impact on our business, financial condition, results of operations or the trading price of our stock.

In addition, in the U.S., most of our products are distributed through wholesalers, and if one of these wholesalers should encounter financial or other difficulties, we might be unable to timely collect the amounts that the wholesaler owes us, which could negatively impact our results of operations.

Third-party royalties represent a significant percentage of our pretax income and operating cash flow.
We have entered into several arrangements which entitle us to potential royalties from third parties for out-licensed intellectual property, commercialization rights and sales-based contingent proceeds related to the divestiture of businesses. In many of these arrangements we have minimal, if any, continuing involvement that contribute to the financial success of those activities. Royalties have continued to represent a significant percentage of our pretax income, including royalties related to the divestiture of our diabetes business (including the transfer of certain future royalty rights pertaining to Amylin, Onglyza* and Farxiga* product sales), out-licensed intellectual property and the Merck patent infringement settlement. Pretax income generated from royalties was approximately $2.6 billion in 2023. Our pretax income could be adversely affected if the royalty streams decline in future periods. For example, royalties related to Keytruda* decreased from 6.5% to 2.5% on January 1, 2024 and are expected to terminate on December 31, 2026, and royalties related to Tecentriq* are expected to terminate on December 31, 2026. In addition, our royalties from our divested diabetes business, specifically Amylin, Farxiga and Onglyza, terminate on December 31, 2025.

Failure to execute our business strategy or to identify and effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio actions could adversely impact our growth and profitability and our future results. In addition, any businesses or assets that we acquire in the future may underperform, we may not be able to successfully integrate them into our existing business and the occurrence of a number of unexpected factors could prevent or substantially delay the consummation of an anticipated acquisition, divestiture or merger.
Our strategy is focused on delivering innovative, transformational medicines to patients in a focused set of disease areas. To support future revenue growth and maintain an adequate pipeline, we have acquired, or in-licensed, a number of assets and we expect to continue to support our pipeline with compounds or products obtained through licensing and acquisitions. Competition among pharmaceutical companies for acquisition and product licensing opportunities is intense, and we may not be able to locate suitable acquisition targets or licensing partners at reasonable prices, or successfully execute such transactions. If we are unable to consistently maintain an adequate pipeline, whether through internal R&D programs or transactions with third parties or if we are unable to support and grow our marketed products, successfully execute the launches of newly approved products, advance our late-stage pipeline, manage change from our operating model evolution or manage our costs effectively, our operating results and financial condition could be negatively impacted.

Additionally, future revenues, profits and cash flows of an acquired company’s products, technologies and pipeline candidates may not materialize due to low product uptake, delayed or missed pipeline opportunities, the inability to capture expected synergies resulting from cost savings and avoidance, increased competition, safety concerns, regulatory issues, supply chain problems or other factors beyond our control. Substantial difficulties, costs and delays could result from integrating our acquisitions, including for: (i) R&D, manufacturing, distribution, sales, marketing, promotion and information technology activities; (ii) policies, procedures, processes, controls and compliance; and (iii) tax considerations.

Where we acquire debt or equity securities as all or part of the consideration for business development activities, such as in connection with a joint venture or acquisition, the value of those securities will fluctuate and may depreciate in value. We may not control the company in which we acquire securities, such as in connection with a collaborative arrangement, and as a result, we will have limited ability to determine its management, operational decisions, internal controls and compliance and other policies, which can result in additional financial and reputational risks.

We may not be successful in separating underperforming or non-strategic assets, and gains or losses on the divestiture of, or lost operating income from, such assets may affect our earnings. Our divestitures also may result in continued financial exposure to the divested businesses, such as through guarantees or other financial arrangements, continued supply and services arrangements, or potential litigation, following the transaction. Under these arrangements, nonperformance by us could result in obligations being imposed on us that could have a material adverse effect on our competitive position, cash flows, results of operations, financial condition or reputation.

We might also incur asset impairment charges related to acquisitions or divestitures that reduce our earnings. The value allocated to certain of our assets could be substantially impaired due to a number of factors beyond our control. New or revised accounting standards, rules and interpretations could result in changes to the recognition of income and expense that may materially and adversely affect our financial results.
30



If the execution or implementation of acquisitions, divestitures, alliances, joint ventures and other portfolio actions is not successful, it could adversely impact our financial condition, cash flows and results of operations. Moreover, due to the substantial amount of debt that we incurred to finance the cash portion of the Celgene, MyoKardia and Mirati acquisitions, and intend to incur in connection with the Karuna and RayzeBio acquisitions, there can be no assurance of when we will be able to expand our business development capacity. Although we are committed to reducing our debt, pursuing strategic transaction opportunities in future may require us to obtain additional equity or debt financing, and could result in increased leverage and/or a downgrade of our credit ratings.

Failure to attract and retain highly qualified workforce could affect our ability to successfully develop and commercialize products.
Our success is largely dependent on our continued ability to (i) attract and retain highly qualified scientific, technical and management workforce, including people with expertise in clinical R&D, governmental regulation and commercialization, and (ii) in connection with our acquisitions, integrate corporate cultures and maintain employee morale. We are facing increasing competition for a limited pool of qualified individuals from numerous pharmaceutical and biotechnology companies, universities, government entities, research institutions, companies seeking to enter the healthcare space, and companies in other industries. We cannot be sure that we will be able to retain quality talent or that the costs of doing so will not materially increase.

Market, Liquidity and Credit Risks

We have significant indebtedness that could have negative consequences.
Our acquisitions of Celgene, MyoKardia and Mirati increased the amount of our debt resulting in additional interest expense, and we intend to incur more debt to finance future acquisitions, including the Karuna and RayzeBio acquisitions. This could reduce our financial flexibility to continue capital investments, develop new products and declare future dividends. For example, following the announcements of recent acquisitions, Standard & Poor’s downgraded BMS’s long term-credit rating from A+ to A (with a stable long-term credit outlook).

Adverse changes in U.S. and global economic and political conditions could adversely affect our operations and profitability.
Global economic and political risks pose significant challenges to a company’s growth and profitability and are difficult to mitigate. We generated approximately 30% of our revenues outside of the U.S. in 2023. As such, a global economic downturn could create or amplify a variety of risks to our business and could negatively affect our growth. In addition, uncertainty in the credit and capital markets could impact our growth strategy. Our revenues, earnings and cash flow are also exposed to risk from a strengthening U.S. dollar and global inflation, including in the U.S. If our operating costs were to significantly increase, whether as a result of rising inflation rates, wage increases or other factors, it could adversely affect our revenues and profitability. We also have exposure to customer credit risks in Europe, South America and other markets including from government-guaranteed hospital receivables in markets where payments are not received on time. We have significant operations in Europe, including for manufacturing and distribution. The results of our operations could be negatively impacted by any member country exiting the eurozone monetary union or EU. In particular, the exit of the UK from the EU, which occurred on January 31, 2020, created uncertainties affecting our business operations in the UK and the EU and may have an impact on our research, commercial and general business operations in the UK and the EU, including the approval and supply of our products and may require changes to our legal entity structure in the UK and the EU.

Additionally, our business and operations may be adversely affected by political volatility, conflicts or crises in individual countries or regions, including terrorist activities or war and pandemics or epidemics. The COVID-19 pandemic affected demand for some of our products driven by lower patient starts and visits, and we would expect any future pandemics to have a similar effect. In addition, while we did not experience any significant manufacturing or supply issues due to COVID-19, it is possible that we could experience these issues in response to future pandemics. For instance, we may experience scarcity of certain raw materials and components as a result of the influx of pandemic related vaccine orders receiving priority treatment from vendors. Furthermore, a future epidemic or pandemic could create material staffing shortages at our manufacturing sites which could disrupt the supply of our products. It is also possible that we may experience supply chain interruptions as a result of quarantines, shelter-in-place and other governmental orders and policies, travel restrictions, airline and cargo capacity and route reductions. We may also experience delays in the initiation and enrollment of patients in our clinical trials as a consequence of any future pandemic. We may not be able to fully mitigate these delays, which could negatively impact the timing of our pipeline development programs and expected future revenues and/or cash flows. A prolonged clinical trial delay could potentially have a significant negative effect on our business, particularly if new competitive products enter the market or clinical trial results for our competitors’ products affect the value proposition for our product. Any such delays or difficulties in clinical development could also potentially lead to a material impairment of our intangible assets, including the $27.1 billion of other intangible assets as of December 31, 2023.

We cannot predict or reasonably estimate the impact of any potential long-term changes to the healthcare industry from global economic and political events, including any future pandemics. For example, there is potential for a shift in the U.S. payer channel mix due to changes in patient coverage from the current economic crisis, but we are not able to reliably estimate what the impact would be on our results of operations given the highly variable and uncertain situation. It is also possible that changes in the
31


healthcare system could impose additional burdens on clinical trials, which could increase the costs of sponsoring clinical trials or lead to additional delays or difficulties with completing clinical trials. We may also experience additional pricing pressures and/or increased governmental regulation.

Global economic conditions or events such as wars or pandemics also create additional risks from their impact on our suppliers, vendors, outsourcing partners, alliance partners and other third parties that we rely on to research, develop, manufacture, commercialize, co-promote and sell our products, manage certain marketing, selling, human resource, finance, IT and other business unit and functional services. For example, if any of our third-party providers suffer from limited solvency because of global economic conditions, it could negatively impact our operating model and our business. Similarly, global events such as the Ukraine-Russia conflict can increase the volatility of the financial markets, foreign currency exchanges and interest rates. We could also face potential other negative consequences stemming from future pandemics or global events, including but not limited to increased cyber threats to us and our partners such as cyber attacks and outages. It is possible that global economic and political events, including any future pandemic, could exacerbate any of the other risks described in this 2023 Form 10-K as well.

There can be no guarantee that we will pay dividends or repurchase stock.
The declaration, amount and timing of any dividends fall within the discretion of our Board. The Board’s decision will depend on many factors, including our financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that our Board may deem relevant. A reduction or elimination of our dividend payments or dividend program could adversely affect our stock price. In addition, we could, at any time, decide not to buy back any more shares in the market, or reduce the number of shares repurchased under our share repurchase program, which could also adversely affect our stock price. The IRA imposes a 1% excise tax on our net repurchases of shares after December 31, 2022. The imposition of the excise tax on repurchases of our shares may increase the cost to us of making repurchases and may cause our Board to reduce the number of shares repurchased pursuant to our share repurchase program.

Our amended bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain lawsuits between us and our stockholders, which could limit our stockholders’ ability to obtain a judicial forum that it finds favorable for such lawsuits and make it more costly for our stockholders to bring such lawsuits, which may have the effect of discouraging such lawsuits.
Our amended bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and exclusive forum for any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, creditors or other constituents, (iii) action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, our amended and restated certificate of incorporation or our amended bylaws or (iv) action asserting a claim against us or any of our directors, officers or other employees governed by the internal affairs doctrine; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court of the State of Delaware. Our bylaws also provide that any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and consented to this forum selection provision.

The Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state or federal court of the State of Delaware) will have the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in any other forum. However, this forum selection provision is not intended to apply to any actions brought under the Securities Act of 1933 (the "Securities Act"), as amended, or the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, the forum selection provision in our amended bylaws will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Nevertheless, this forum selection provision in our bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers and other employees, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. In addition, stockholders who do bring a claim in the Court of Chancery in the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. While we believe the risk of a court declining to enforce the forum selection provision contained in our amended bylaws is low, if a court were to find the provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

32


Item 1B.UNRESOLVED STAFF COMMENTS.
None.

Item 1C.CYBERSECURITY

Risk Management and Strategy

The Company manages cybersecurity risk as part of our overall enterprise risk management strategy, which is overseen by the Audit Committee and the Board. The Company employs robust cybersecurity and data privacy programs that are largely aligned to, among others, the U.S. National Institute of Standards and Technology Cybersecurity Framework to assess, identify and manage material risks from cybersecurity threats.

We are constantly evolving our cyber defenses to minimize impacts from cyber threats by using a multi-pronged approach that helps safeguard our assets and data. We are particularly focused on addressing emerging cybersecurity risks, including human risk, as phishing attacks remain one of the most common causes of data breaches; third-party supply chain risks, as threat actors continue to target supply chains to compromise a greater number of victims; and geopolitical risk, as tensions and conflicts around the world are often accompanied by an increase in sabotage, espionage and cyber attacks. As threat actors frequently target employees to gain access to information and systems, we have a comprehensive global human risk management program that educates our workforce on threats they face as a first line of defense, and includes elements addressing phishing, malware, data handling, device security, cybersecurity education, password security, internet browsing and defenses to physical threats. Our employees are exposed to data-driven cybersecurity awareness campaigns and training in order to keep pace with industry standards, evolving challenges and innovative solutions with respect to information security, data privacy, and cybersecurity risks to the organization. Additionally, we employ a multi-layered approach in our application of cybersecurity technologies to help safeguard our systems, networks, and data from potential cybersecurity threats. For companies that we acquire, our integration plans include, where appropriate, workable timelines for alignment on information security, data privacy, cybersecurity and employee education.

To support our preparedness, we have a cybersecurity incident response plan (“CIRP”) that we regularly update as business needs and the security landscapes change. In the event of a cybersecurity incident, our incident response team refers to our CIRP and existing management internal controls and disclosure processes. Pursuant to this process, designated personnel are responsible for assessing the severity of the incident and any associated threats, containing and resolving the incident as quickly as possible, managing any damage to the Company’s systems and networks, minimizing the impact on the Company’s stakeholders, analyzing and executing upon internal reporting obligations, escalating information about the incident to senior management, as appropriate, and performing post-incident analysis and program enhancements, as needed. We perform periodic tabletop exercises annually to test our incident response procedures, identify gaps and improvement opportunities and exercise team preparedness.

We engage with third parties to separately conduct cyber assessments on a recurring basis and assist with containment and remediation efforts. In addition, third-party technology and analytics are utilized to identify potential vulnerabilities. We recognize that third parties that provide services to the Company can be subject to cybersecurity incidents that could impact the Company. To manage third-party risk, we maintain a third-party risk management program, which is designed to assess the security controls of our third parties. The assessment methodology is based on risk and relies on the data, access, connectivity, and criticality of the services that the third-party offers. As noted, we also conduct tabletop exercises to identify gaps in our supply chain resilience so we can implement improvements.

We maintain relationships with law enforcement, government agencies, forensic investigators, and legal counsel to inform our cybersecurity and data privacy programs.

As of December 31, 2023, and through the date of this filing, we are not aware of any material cybersecurity incidents that have impacted the Company. However, we have been the target of cyber attacks and expect them to continue as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry. We face risks of incidents, whether through cyber attacks or cyber intrusions through the Cloud, the Internet, phishing attempts, ransomware and other forms of malware, computer viruses, email attachments, extortion, and other scams. Although we make efforts to maintain the security and integrity of our information technology systems, these systems and the proprietary, confidential and personal information that resides on or is transmitted through them, are subject to the risk of a cybersecurity incident or disruption, and there can be no assurance that our security efforts and measures, and those of our third-party vendors, will prevent breakdowns or incidents to our or our third-party vendors’ systems that could adversely affect our business. For a discussion of these risks, see “Item 1A—Risk Factors—Information Technology and Cybersecurity Risks—We are dependent on information technology and our systems and infrastructure face certain risks, including from cybersecurity incidents and data leakage.”

33


Governance

The Company’s cybersecurity and data privacy programs are implemented and overseen by the Company’s Chief Information Security Officer (“CISO”), the Executive Vice President, Chief Digital and Technology Officer, and senior management. The information security team responsible for managing and implementing the Company’s cybersecurity and data privacy programs has many years of valuable business experience managing risks from cybersecurity threats and data privacy breaches and developing and implementing cybersecurity and data privacy policies and procedures.

Our Audit Committee, which consists solely of independent directors, oversees the Company’s overall enterprise risk assessment and risk management policies and guidelines, including risks related to cybersecurity matters. Our Audit Committee reviews, discusses with management and oversees the Company’s information security and data protection programs. In particular, the Audit Committee receives periodic updates from the CISO, internal audit function and other members of management on significant cybersecurity and data privacy threats to our systems and the potential impact on the Company’s business, financial results, operations, and reputation, risk management strategies, including information governance and security policies and programs, program assessments, planned improvements, major legislative and regulatory developments that could materially impact the Company’s cybersecurity and data privacy policies and programs, and status of information security initiatives, including an appropriate threat assessment relating to information technology risks. After each such update, the Chair of the Audit Committee updates the full Board. The Board also receives similar cybersecurity updates directly from the CISO and other members of management at least annually, and as needed from time to time.

Item 2.PROPERTIES.

Our principal executive offices are located at Route 206 & Province Line Road, Princeton, NJ. We own or lease manufacturing, R&D, administration, storage and distribution facilities at approximately 130 sites worldwide. We believe our manufacturing properties, in combination with our third-party manufacturers, are in good operating condition and provide adequate production capacity for our current and projected operations. We also believe that none of our properties is subject to any material encumbrance, easement or other restriction that would detract materially from its value or impair its use in the operation of the business. For further information about our manufacturing properties, refer to “Item 1. Business—Manufacturing and Quality Assurance.”

Our significant manufacturing and R&D locations by geographic area were as follows at December 31, 2023:
ManufacturingR&D
United States
Europe
Total

Item 3.LEGAL PROCEEDINGS.
Information pertaining to legal proceedings can be found in “Item 8. Financial Statements and Supplementary Data—Note 20. Legal Proceedings and Contingencies” and is incorporated by reference herein.

Item 4.MINE SAFETY DISCLOSURES.
Not applicable.
34


PART IA
Information about our Executive Officers

Listed below is information on our executive officers as of February 13, 2024. Executive officers are elected by the Board of Directors for an initial term, which continues until the first Board meeting following the next Annual Meeting of Shareholders, and thereafter, are elected for a one-year term or until their successors have been elected. Executive officers serve at the discretion of the Board of Directors.
Name and Current PositionAgeEmployment History for the Past 5 Years
Christopher Boerner, Ph.D.
Chief Executive Officer
Member of the Leadership Team
532015 to 2017 – President and Head of U.S. Commercial
2017 to 2018 – President and Head, International Markets
2018 to 2023 – Executive Vice President, Chief Commercialization Officer
2023 to 2023 – Executive Vice President, Chief Operating Officer
2023 to present – Chief Executive Officer
Giovanni Caforio, M.D.
Executive Chairman of the Board
Member of the Leadership Team
592015 to 2017 – Chief Executive Officer and Director of the Company
2017 to 2023 – Chairman of the Board and Chief Executive Officer
2023 to present – Executive Chairman of the Board
David V. Elkins
Executive Vice President and Chief Financial Officer
Member of the Leadership Team
552014 to 2017 – Group Vice President and Chief Financial Officer, Consumer and Consumer Medicines, Johnson & Johnson
2017 to 2018 – Worldwide Vice President and Chief Financial Officer, Consumer Products, Medical Development and Corporate Functions, Johnson & Johnson
2018 to 2019 – Chief Financial Officer, Celgene Corporation
2019 to present – Executive Vice President and Chief Financial Officer
Cari Gallman
Executive Vice President, Corporate Affairs
Member of the Leadership Team

442015 to 2018 – Senior Counsel, US Legal
2018 to 2019 – Assistant General Counsel, Oncology Legal
2019 to 2021 – Vice President, Assistant General Counsel, Worldwide Oncology
2021 to 2023 – Senior Vice President, Chief Compliance Officer
2023 to present – Executive Vice President, Corporate Affairs
Sharon Greenlees
Senior Vice President, Corporate Controller
522016 to 2018 – Vice President of Investor Relations, AbbVie Inc.
2018 to 2020 – Head of Pricing, U.S. Commercial, AbbVie Inc.
2020 to 2021 – Head of Supply Chain Finance, AbbVie Inc.
2021 to 2022 – Vice President and Controller, R&D Finance and Operations, AbbVie Inc.
2022 to present – Senior Vice President, Corporate Controller
Samit Hirawat, M.D.
Executive Vice President, Chief Medical Officer, Head of Development
Member of the Leadership Team
552017 to 2019 – Executive Vice President, Head of Oncology Development, Novartis
2019 to 2023 – Executive Vice President, Chief Medical Officer, Global Drug Development
2023 to present – Executive Vice President, Chief Medical Officer, Head of Development
Lynelle Hoch
President, Cell Therapy Organization
Member of the Leadership Team
51
2016 to 2019– Vice President, Immuno-Oncology Marketing
2019 to 2021 – General Manager, Ireland & UK, Major Markets
2021 to 2023 – Senior Vice President, Global Cell Therapy Franchise Lead
2023 to present – President, Cell Therapy Organization
Adam Lenkowsky
Executive Vice President, Chief Commercialization Officer
Member of the Leadership Team
522016 to 2019 – Head of US Oncology
2019 to 2022 – Senior Vice President, General Manager of U.S. Oncology, Immunology & Cardiovascular
2022 to 2023 Senior Vice President, Head of Major Markets
2023 to present – Executive Vice President, Chief Commercialization Officer
Sandra Leung
Executive Vice President, General Counsel
Member of the Leadership Team
632015 to present – Executive Vice President, General Counsel
Greg Meyers
Executive Vice President, Chief Digital and Technology Officer
Member of the Leadership Team
512014 to 2018 – Corporate Vice President and Chief Information Officer, Motorola Solutions
2018 to 2022 – Group Chief Information and Digital Officer, Syngenta Group
2022 to present – Executive Vice President, Chief Digital and Technology Officer
Robert Plenge, M.D., Ph.D.
Executive Vice President, Chief Research Officer, Head of Research
Member of the Leadership Team

53
2017 to 2019 – Vice President Inflammation and Immunology, Thematic Center of Excellence Unit, Celgene Corporation
2019 to 2021 – Senior Vice President, Immunology, Cardiovascular & Fibrosis, Thematic Research Center
2021 to 2023 – Senior Vice President, Immunology, Cardiovascular & Fibrosis, Thematic Research Center, and Head of Translational Medicine
2023 to 2023 – Senior Vice President and Head of Discovery and Translational Sciences
2023 to present – Executive Vice President, Chief Research Officer, Head of Research
Amanda Poole
Executive Vice President, Chief Human Resources Officer
Member of the Leadership Team

492017 to 2019 – Vice President, Head of Human Resources, Global Product Development & Supply
2019 to 2020 – Vice President, Head of BMS/Celgene Integration
2020 to 2022 – Senior Vice President, Head of Human Resources, Commercialization
2022 to 2024 – Senior Vice President, People Strategy, Solutions & Services
2024 to present – Executive Vice President, Chief Human Resources Officer
Karin Shanahan
Executive Vice President, Global Product Development & Supply
Member of the Leadership Team
59
2013 to 2018 – Senior Vice President and Chief Operating Officer, Global Operations, Teva Pharmaceuticals
2018 to 2022 – Senior Vice President, Global Biologics & Sterile Operations, Merck
2022 to present – Executive Vice President, Global Product Development & Supply
35



PART II
Item 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Bristol Myers Squibb common stock is traded on the New York Stock Exchange (Symbol: BMY).

Holders of Common Stock

The number of record holders of our common stock at January 31, 2024 was 31,207.

The number of record holders is based upon the actual number of holders registered on our books at such date based on information provided by EQ Shareowner Services, our transfer agent, and does not include holders of shares in “street names” or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depository trust companies.

Equity Compensation Plan Information

Information required by this item will be contained in our 2024 Proxy Statement under the heading “Items to be Voted Upon—Item 2—Advisory Vote to Approve the Compensation of our Named Executive Officers—Equity Compensation Plan Information,” which information is incorporated herein by reference.

Performance Graph

The following graph compares the cumulative total stockholders’ returns of our common shares with the cumulative total stockholders’ returns of the companies listed in the Standard & Poor’s 500 Index ("S&P 500 Index") and a composite peer group of major pharmaceutical companies comprised of AbbVie, Amgen, AstraZeneca, Biogen, Gilead, GlaxoSmithKline, Johnson & Johnson, Lilly, Merck, Novartis, Pfizer, Roche and Sanofi. The graph assumes $100 investment on December 31, 2018 in each of our common shares, the S&P 500 Index and the stock of our peer group companies, including reinvestment of dividends, for the years ended December 31, 2019, 2020, 2021, 2022 and 2023. The stock price performance on the following graph is not necessarily indicative of future stock price performance.
1740
20192020202120222023
Bristol Myers Squibb$127.74 $128.26 $131.95 $157.00 $115.95 
S&P 500131.49 155.68 200.37 164.08 207.21 
Peer Group117.27 119.64 147.25 163.08 166.38 
36



Issuer Purchases of Equity Securities

The following table summarizes the surrenders of our equity securities during the three months ended December 31, 2023:
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
    
October 1 to 31, 2023
68,146 $57.26 — $2,014 
November 1 to 30, 2023 (c)
13,875,165 13,853,518 2,014 
December 1 to 31, 2023
36,099 50.36 — 5,014 
Three months ended December 31, 2023
13,979,410 13,853,518 
(a)    Includes shares repurchased as part of publicly announced programs and 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. Following this authorization, the Board subsequently approved additional authorizations, including most recently, in February 2020, January and December 2021 and December 2023, in the amount $5.0 billion, $2.0 billion, $15.0 billion and $3.0 billion, respectively, to the share repurchase authorization. The remaining share repurchase capacity under the program was $5.0 billion as of December 31, 2023. Refer to “Item 8. Financial Statements and Supplementary Data—Note 17. Equity” for information on the share repurchase program.
(c) Represents approximately 14 million of shares, under the ASR, settled and transferred into treasury stock. The completed repurchases pursuant to the ASR had an average repurchase price of $57.19. Refer to “Item 8. Financial Statements and Supplementary Data—Note 17. Equity” for further information.

Item 6.[RESERVED]
37


Item 7.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 notes included elsewhere in this 2023 Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows.

The comparison of 2022 to 2021 results has been omitted from this Form 10-K and is incorporated by reference from our Form 10-K for the year ended December 31, 2022 “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed on February 14, 2023.

EXECUTIVE SUMMARY

Bristol-Myers Squibb Company is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. Refer to the Summary of Abbreviated Terms at the end of this 2023 Form 10-K for definitions of capitalized terms used throughout the document.

In 2023, we received approvals for initial and additional indications for the following marketed products in major markets (the U.S., EU and Japan), which further expanded our geographical reach in immunology, hematology, oncology, and cardiovascular diseases: (i) U.S. and EU approval of Opdivo for treatment of completely resected stage IIB and IIC melanoma, expanding upon the existing adjuvant treatment for melanoma patients; (ii) FDA approval of Reblozyl in the first-line setting for the treatment of anemia without previous erythropoiesis stimulating agent use in adult patients with very low- to intermediate-risk MDS who may also require red blood cell transfusions, regardless of ring sideroblast status; and EU approval for an additional indication for anemia associated with non-transfusion-dependent beta thalassemia; (iii) approvals in Japan and in the EU of Opdivo in combination with chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC; (iv) approval of Camzyos for the treatment of symptomatic obstructive HCM in the EU; (v) approval of Breyanzi for the second-line treatment of diffuse large B-cell lymphoma in the EU; (vi) approval for Sotyktu for moderate-to-severe plaque psoriasis in the EU; and (vii) approval of Augtyro (repotrectinib), a next-generation tyrosine kinase inhibitor (TKI), for the treatment of adult patients with locally advanced or metastatic ROS1+ non-small cell lung cancer (NSCLC) in the U.S. We continue expanding our commercial CAR-T manufacturing network through the FDA approval of our Devens, MA facility in June 2023.

In January 2024, we acquired Mirati, a commercial stage targeted oncology company with a pipeline of commercial, clinical and pre-clinical stage oncology medicines and assets. With the Mirati acquisition, we obtained rights to Krazati*, a best-in-class inhibitor of KRASG12C mutation, approved by the FDA as a second-line treatment for patients with NSCLC; and MRTX1719, a potential first-in-class MTA-cooperative PRMT5 inhibitor in Phase I development, among others. In addition, during the fourth quarter of 2023, we entered into definitive merger agreements to acquire Karuna and RayzeBio and also entered into strategic collaboration with SystImmune. Karuna is a biopharmaceutical company driven to discover, develop and deliver transformative medicines for people living with psychiatric and neurological conditions. RayzeBio is a clinical-stage radiopharmaceutical therapeutics company with an innovation-leading position in actinium-based radiopharmaceutical therapeutics and a pipeline of potentially first-in-class and best-in-class drug development programs. Refer to “Item 8. Financial Statements and Supplementary Data—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for additional information. The goal of the collaboration with SystImmune is to co-develop and co-commercialize BL-B01D1, a bispecific topoisomerase inhibitor-based anti-body drug conjugate which targets both EGFR and HER3 and is currently being evaluated in a Phase I clinical trial for metastatic or unresectable NSCLC. Refer to “Item 8. Financial Statements and Supplementary Data—Note 3. Alliances” for further information.

The Company has the potential to increase its registrational portfolio from six to up to twelve potentially first-in-class/best-in-class assets. In addition to its growing registrational portfolio, the Company has more than 25 indication expansion opportunities on the horizon. Taken together, this leads to increased depth across the Company’s therapeutic areas, including oncology, hematology, immunology, cardiovascular and a growing presence in neuroscience.

Financial Highlights
 Year Ended December 31,
Dollars in millions, except per share data20232022
Total Revenues$45,006 $46,159 
Diluted Earnings Per Share
GAAP$3.86 $2.95 
Non-GAAP7.51 7.70 

38


In 2023, our revenues decreased by 2%, primarily due to lower Revlimid sales driven by the previously disclosed generic erosion and increase in patients receiving free drug product for Revlimid, and to a lesser extent, Pomalyst, from the Bristol Myers Squibb Patient Assistance Foundation, partially offset by higher sales of our New Product Portfolio and In-Line Products (primarily Opdivo). The $0.91 increase in GAAP EPS in 2023 was primarily driven by the impact of certain specified items, including deferred income tax benefit related to a non-U.S. tax ruling, lower losses on equity investments, amortization of intangible assets, as well as litigation and other settlement income, partially offset by lower revenues and product mix. After adjusting for specified items, non-GAAP EPS decreased $0.19 primarily as a result of lower revenues and product mix, partially offset by higher royalty and interest income and lower weighted average shares outstanding.

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 a detailed listing of all specified items and further information, reconciliations and changes to our non-GAAP financial measures refer to “—Non-GAAP Financial Measures.”

Economic and Market Factors

Governmental Actions

Our products continue to be subject to increasing pressures across the portfolio from pharmaceutical market access and pricing controls and discounting, changes to tax and importation laws and other restrictions in the U.S., the EU and other regions around the world that result 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. For example, on August 16, 2022, President Biden signed the IRA into law which provides for (i) the government to negotiate prices for select high-cost Medicare Part D (beginning in 2026) and Part B drugs (beginning in 2028) that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation beginning in 2022 for Part D and 2023 for Part B, and (iii) Medicare Part D redesign which replaces the current Part D CGDP and establishes a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. In August 2023, the U.S. Department of Health and Human Services selected Eliquis as one of the first 10 medicines subject to government-set prices beginning in 2026. 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. 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. A comment period on the proposal ran through February 6, 2024, and we are not able to predict whether a final rule will be adopted along the lines proposed and, if adopted, whether the government would seek to exercise march-in rights for any of our products. Other proposals, such as those relating to the calculation of best price as well as potential executive orders focused on drug pricing are still being debated. The effect of reducing prices and reimbursement for certain of our products would significantly impact our business and consolidated 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, to be applied to repurchases beginning in 2023. We continue to evaluate the impact of the IRA legislation 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. Furthermore, countries are expected to make changes to their tax laws and updates to international tax treaties 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” and “—Changes to tax regulations could negatively impact our earnings.”

Significant Product Approvals

The following is a summary of the significant approvals received in 2023:

ProductDateApproval
Augtyro
(repotrectinib)
November 2023
FDA approval of Augtyro for the treatment of adult patients with locally advanced or metastatic ROS1-positive NSCLC.
39


OpdivoOctober 2023
FDA approval of Opdivo for the adjuvant treatment of adult and pediatric patients 12 years and older with completely resected stage IIB or IIC melanoma.
ReblozylAugust 2023
FDA approval of Reblozyl for the treatment of anemia without previous erythropoiesis stimulating agent use (ESA-naïve) in adult patients with very low- to intermediate-risk MDS.
OpdivoAugust 2023
EC approval of Opdivo as a monotherapy for the adjuvant treatment of adults and adolescents 12 years of age and older with stage IIB or IIC melanoma who have undergone complete resection.
OpdivoJune 2023
EC approval of Opdivo in combination with platinum-based chemotherapy for the neoadjuvant treatment of resectable NSCLC at a high risk of recurrence in adult patients with tumor cell PD-L1 expression > 1%.
CamzyosJune 2023
EC approval of Camzyos for the treatment of symptomatic (New York Heart Association, class II-III) obstructive HCM.
BreyanziMay 2023
EC approval of Breyanzi for the treatment of adult patients with diffuse large B-cell lymphoma, high grade B-cell lymphoma, primary mediastinal large B-cell lymphoma and FL grade 3B, who relapsed within 12 months from completion of, or are refractory to, first-line chemoimmunotherapy.
OpdivoMarch 2023
Japan's Ministry of Health, Labour and Welfare approval of Opdivo plus chemotherapy for the neoadjuvant treatment of patients with resectable NSCLC.
SotyktuMarch 2023
EC approval of Sotyktu for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy.
ReblozylMarch 2023
EC approval of Reblozyl for the treatment in adult patients of anemia associated with non-transfusion-dependent beta thalassemia.

Refer to “—Product and Pipeline Developments” for all of the developments in our marketed products and late-stage pipeline in 2023 and in early 2024.
40


Strategy

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 priorities are (i) to continue to renew and diversify our portfolio through launching new medicines, (ii) advancing our early, mid and late-stage pipeline and (iii) executing disciplined business development. As we undergo a period of renewal, our strategy will be focused on driving near-term growth, minimizing the impact of a transition period that follows and delivering growth in the late 2020s by accelerating opportunities that enhance productivity and efficiency, advance our pipeline, and drive strong commercial execution that move our business forward. We remain committed to a strategic business development and maintaining a strong investment grade credit rating, growing the dividend and reducing additional debt that will be issued in support of recent transactions.

Our focus is on discovering, developing and delivering transformational medicines for patients facing serious diseases in the following five core therapeutic areas: (i) oncology with a priority in certain tumor types, including diversification beyond IO; (ii) hematology with opportunities to expand leadership position in multiple myeloma, as well as broaden our portfolio across leukemias, lymphomas and non-malignant hematologic diseases; (iii) immunology with priorities in strengthening presence in dermatology, rheumatology and gastrointestinal disorders, establishing new standards of care in pulmonology and rapidly advance cell therapy into immunology diseases; (iv) cardiovascular diseases with focus on cardiomyopathies, heart failures and thrombotic diseases; and (v) neuroscience with a focus on neuropsychiatry, neurodegenerative and neuroinflammation diseases.

We are working towards expanding our pipeline of registrational assets from six to up to twelve. In addition, we are positioned to support continued innovation and expand treatment options across several different diseases based on our differentiated research platforms. We have a broad portfolio and pipeline when it comes to autologous CAR-T cell therapies. We have two approved cell therapies against two distinct targets and are continuing to build our leadership in this space. We are expanding manufacturing capacity, exploring innovative technologies such as dual-targeting CAR-Ts and allogenic approaches, advancing multiple next-generation assets including new targets and rapidly expanding into immunology, including lupus and multiple sclerosis. We also have a strong position in the protein degradation field and have been advancing our pipeline with an expansive library of assets with two in registrational trials, an additional five in clinical phase studies and more than fifteen being studied pre-clinically. This growing platform has potential across several diseases and is positioned to deliver approximately four INDs each year. Together with our proven track record, rapidly advancing pipeline and growth with marketed products, we increased and sustained our R&D productivity enabling us to identify more high-quality candidates and increase their probability of reaching patients in need. Specifically, our ambition is to: (i) deliver approximately ten INDs per year; (ii) increase success rates from first-in-human trials to approval to approximately 20%; (iii) reduce timelines to achieve a median of 6.5 years from first-in-human trials to approval. Our R&D strategy will help ensure we maintain a strong legacy of scientific innovation, bringing first-in class and/or best-in-class treatments to patients at an accelerated speed.

Our commercial model has been successful with revenues from our in-line brands and new product portfolio continuing to grow, which demonstrates strong execution of our strategy. We remain focused and well-resourced in our cancer development programs and seek to broaden the use of Opdivo in earlier lines of therapy, expand into new tumors, accelerate next wave oncology mechanisms and develop treatment options for refractory oncology patients. We are encouraged that our investigational subcutaneous formulation for Opdivo has the potential to bring enhanced benefits to patients into the next decade, with positive registrational data now in-house. We continue to drive adoption of Opdivo by expanding into additional indications and tumor types both as a monotherapy and in combination with Yervoy and other anti-cancer agents. We are further strengthening our IO portfolio with Opdualag for the treatment of melanoma and potential expanded opportunities in other indications. We are growing a differentiated NSCLC portfolio, which includes the launch of Augtyro and includes Krazati, (acquired through Mirati), which demonstrates a strategic fit into our oncology portfolio. We are also strengthening our neuroscience portfolio with the planned acquisition of Karuna. Moreover, Eliquis continues to grow, leveraging its best in class clinical profile and extensive real world data and remains the number one novel oral anticoagulant in total prescriptions globally. Camzyos continues to demonstrate benefits as shared through our long-term follow-up data from two Phase III studies. In immunology, Sotyktu is the key growth driver for BMS and we continue to make further investments to accelerate the launch through direct to consumer advertising and adding field force support. In addition, our Phase III registrational clinical trials are underway for Sotyktu in PsA, SLE and Sjögren's Syndrome. We are able to leverage our leading capabilities in hematological malignancies and our robust pipeline to provide opportunities for long-term growth to offset the impact of current and future patent expiries for Revlimid and Pomalyst. As we look at our cell therapy franchise, we continue to explore new indications with Breyanzi to include the treatment of CLL, FL and MCL. If indication for CLL is approved, it would be the first and only CAR-T available for this patient population. Reblozyl is advancing into new indications with an ongoing registrational trial for chronic anemia associated with myelofibrosis.

The evolution in our operating model, which focuses on maintaining a disciplined approach in marketing, selling and administrative expenses, will enable us to deliver the necessary strategic, financial and operational flexibility to invest in the highest priority opportunities within our portfolio.

41


Our strategy extends well beyond the discovery, development and delivery of transformative medicines that help patients prevail over serious diseases. We understand the future of our employees, our communities, our planet, and our business are inextricably linked. Through our Environmental, Social and Governance (ESG) strategy, we seek to mobilize our capabilities and resources to positively impact the communities where we live, work, and serve around the world. As we work to transform patients’ lives through science, we operate with effective governance, uncompromising quality and compliance, and the highest ethical standards to deliver our mission. These values have been central to who we are, what we do, and how we do it since our company was founded in 1887. We believe that driving long-term business value is at the heart of living our purpose, enabling us to be leaders and difference-makers for generations to come.

Acquisitions, Divestitures, Licensing and Other Arrangements

For detailed information on significant acquisitions, divestitures, collaborations, licensing and other arrangements during 2023 refer to “Item 8. Financial Statements and Supplementary Data —Note 3. Alliances” and “—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements.”

42


RESULTS OF OPERATIONS

Regional Revenues

The composition of the changes in revenues was as follows:
 Year Ended December 31,
Dollars in millions20232022% Change
 Foreign Exchange(b)
United States$31,555 $31,828 (1)%N/A
International 12,752 13,497 (6)%(1)%
Other(a)
699 834 (16)%N/A
Total$45,006 $46,159 (2)%— %
(a)    Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.
(b)    Foreign exchange impacts were derived by applying the prior period average currency rates to the current period revenues.

United States

U.S. revenues in 2023 decreased 1% primarily due to lower Revlimid sales driven by the previously disclosed generic erosion and an increase in patients receiving free drug product for Revlimid, and to a lesser extent, Pomalyst, from the Bristol Myers Squibb Patient Assistance Foundation, a separate and independent 501(c)(3) entity to which BMS donates product, partially offset by an increase in demand for our In-Line Products and New Product Portfolio. Average net selling prices remained flat in 2023 compared to 2022.

International

International revenues in 2023 decreased 6% primarily due to Revlimid and Eliquis generic erosion, lower average net selling prices, and foreign exchange impacts, partially offset by an increase in demand for Opdivo and New Product Portfolio.

No single country outside the U.S. contributed more than 10% of total revenues in 2023 and 2022. Our business is typically not seasonal.

GTN Adjustments

We recognize revenue net of GTN adjustments that are further described in “—Critical Accounting Policies.”

The activities and ending reserve balances for each significant category of GTN adjustments were as follows:
Dollars in millionsCharge-Backs and Cash DiscountsMedicaid and Medicare RebatesOther Rebates, Returns, Discounts and AdjustmentsTotal
Balance at January 1, 2023$675 $3,822 $2,880 $7,377 
Provision related to sales made in:
Current period9,155 13,400 7,480 30,035 
Prior period(11)11 (134)(134)
Payments and returns (9,172)(12,788)(7,065)(29,025)
Foreign currency translation and other(1)— 76 75 
Balance at December 31, 2023$646 $4,445 $3,237 $8,328 

43


The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:
 Year Ended December 31,% Change
Dollars in millions20232022
2023 vs. 2022
Gross product sales$73,679 $69,633 %
GTN Adjustments
Charge-backs and cash discounts(9,144)(7,469)22 %
Medicaid and Medicare rebates(13,411)(11,362)18 %
Other rebates, returns, discounts and adjustments(7,346)(6,131)20 %
Total GTN Adjustments(29,901)(24,962)20 %
Net product sales$43,778 $44,671 (2)%
GTN adjustments percentage40 %36 %%
U.S.46 %41 %%
Non-U.S.19 %17 %%

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $134 million for 2023 and $229 million for 2022, respectively. The reductions to provisions in 2022 driven by the non-U.S. revisions in clawback amounts driven by the VAT recoverable estimates. 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 mix, which has higher GTN adjustment percentages. Non-U.S. GTN adjustments percentage increased primarily due to continued pricing pressures.
44


Product Revenues