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What changed in Bristol Myers Squibb's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bristol Myers Squibb's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+483 added−485 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-12)

Top changes in Bristol Myers Squibb's 2025 10-K

483 paragraphs added · 485 removed · 336 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

106 edited+31 added−24 removed146 unchanged
Biggest changeAt 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. 9 HEMATOLOGY PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds BCL6 LDD --Lymphoma CD33-GSPT1 ADC --Acute Myeloid Leukemia CK1α Degrader --Hematologic Malignancies Dual Targeting BCMAxGPRC5D CAR T --Relapsed/Refractory Multiple Myeloma HbF Activating CELMoD --Sickle Cell Disease Additional Indications BREYANZI --Relapsed/Refractory Marginal Zone Lymphoma REBLOZYL ª --A-Thalassemia Investigational Compounds arlo-cel (GPRC5D CAR T) --Relapsed/Refractory Multiple Myeloma golcadomide --Relapsed/Refractory Follicular Lymphoma Additional Indications REBLOZYL ª --1L NTD Myelodysplastic Syndrome Associated Anemia --1L TD Myelofibrosis Associated Anemia Investigational Compounds arlo-cel (GPRC5D CAR T) --2-4L Multiple Myeloma golcadomide --High Risk 1L Large B-cell Lymphoma iberdomide --2L+ Multiple Myeloma --Post-Autologous Stem Cell Therapy Maintenance Newly Diagnosed Multiple Myeloma mezigdomide --2L+ Multiple Myeloma Kd --2L+ Multiple Myeloma Vd ABECMA --3L+ Triple-Class Exposed Relapsed/Refractory Multiple Myeloma BREYANZI --2L+ Large B-cell Lymphoma --3L+ CLL/SLL --3L+ FL --3L+ MCL EMPLICITI + POMALYST/IMNOVID --Relapsed/Refractory Multiple Myeloma EMPLICITI + REVLIMID --Relapsed/Refractory Multiple Myeloma IDHIFA -- Relapsed/Refractory Acute Myeloid Leukemia INREBIC --Myelofibrosis ONUREG --Post-Induction Acute Myeloid Leukemia Continued Treatment/Maintenance OPDIVO ª --Relapsed/Refractory Classical Hodgkin Lymphoma POMALYST/IMNOVID --Relapsed/Refractory Multiple Myeloma --AIDS related Kaposi Sarcoma --HIV-negative Kaposi Sarcoma REBLOZYL ª --Transfusion-Dependent Beta-Thalassemia Associated Anemia --MDS RS or MDS/MPN-RS-T Adult Patients and Previously Treated with ESA --MDS Associated Anemia in ESA naïve patients who may require RBC Transfusion REVLIMID --Mantle Cell Lymphoma --MDS --Multiple Myeloma --Follicular Lymphoma --Marginal Zone Lymphoma SPRYCEL --1L CML --Acute Lymphoblastic Leukemia with Resistance or Intolerance to Prior Therapy --Refractory CML 10 ONCOLOGY PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds Anti-CCR8 --Solid Tumors BMS-986460 --Prostate Cancer BMS-986463 --Solid Tumors BMS-986482 --Solid Tumors BMS-986484 --Solid Tumors BMS-986488 --Solid Tumors BMS-986490 --Solid Tumors HELIOS CELMoD -- Solid Tumors iza-bren (EGFRxHER3 ADC) ª --1L NSCLC# --Metastatic NSCLC --Solid Tumors# PRMT5 Inhibitor -- Solid Tumors RYZ101 --Extensive Stage SCLC --HR+/HER2- Unresectable Metastatic Breast Cancer RYZ801 --Hepatocellular Carcinoma SOS1 Inhibitor --Solid Tumors Additional Indications KRAZATI ª -- 1L NSCLC PD-L1 Additional Indications KRAZATI ª --1L NSCLC PD-L1≥50% --2L Colorectal Cancer OPDIVO ª --Adjuvant Hepatocellular Carcinoma --Peri-adjuvant Muscle Invasive Urothelial Carcinoma OPDIVO ª + YERVOY ª --1L Hepatocellular Carcinoma OPDUALAG ª --Adjuvant Stage III/IV Melanoma Investigational Compounds AR LDD --Metastatic Castration-Resistant Prostate Cancer atigotatug (Anti-Fucosyl GM1) + nivolumab --1L Extensive Stage SCLC nivolumab + relatlimab HD ª --1L NSCLC PD-L1≥1% RYZ101 --2L+ SSTR2+ Gastroenteropancreatic Neuroendocrine Tumors subcutaneous nivolumab + relatlimab + rHuPH20 ª --1L Melanoma ABRAXANE --Gastric (Japan Only) --Locally Advanced or Metastatic NSCLC --Metastatic Breast Cancer AUGTYRO ª -- ROS1+ NSCLC --NTRK-Positive Locally Advanced or Metastatic Solid Tumors KRAZATI ª -- 2L+ KRASG12C-mutated Advanced NSCLC --KRASG12C-mutated CRC after prior treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy OPDIVO ª - - Metastatic Melanoma --1L Metastatic Gastric, Gastroesophageal Junction, and Esophageal Adenocarcinoma --1L Metastatic Esophageal --1L MIUC cis-eligible --Adjuvant Melanoma --Adjuvant Urothelial Carcinoma --Adjuvant Esophageal/Gastroesophageal --Neoadjuvant NSCLC --Perioperative NSCLC --Previously treated advanced RCC --Previously treated Gastric cancer (Japan) --Previously treated Metastatic Head & Neck --Previously treated Metastatic MSI-High CRC --Previously treated Metastatic NSCLC --Previously treated Metastatic Urothelial Cancer --Previously treated Metastatic Esophageal Cancer OPDIVO QVANTIG --Indicated for subcutaneous use in most previously approved adult, solid tumor Opdivo indications OPDIVO ª + c abozantinib ª - -1L Advanced RCC OPDIVO ª + YERVOY ª --1L Metastatic Melanoma --1L Mesothelioma --1L Metastatic NSCLC --1L Advanced RCC --1L+ MSI-High CRC --Previously treated Metastatic MSI-High CRC --Previously treated HCC --1L Esophageal OPDUALAG - -1L Melanoma YERVOY ª - -Adjuvant Melanoma --Metastatic Melanoma 11 IMMUNOLOGY PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds BMS-986454 --Autoimmune Disease CD19 NEX T --Autoimmune Diseases --Severe Refractory Systemic Lupus Erythematosus IL2-CD25 --Autoimmune Disease PKCθ Inhibitor ª --Autoimmune Disease Additional Indications SOTYKTU --Discoid Lupus Erythematosus Investigational Compounds afimetoran --Systemic Lupus Erythematosus BMS-986322 (TYK2 Inhibitor) --Moderate-to-Severe Psoriasis Additional Indications SOTYKTU --Psoriatic Arthritis --Systemic Lupus Erythematosus --Sjögren's Syndrome Investigational Compounds admilparant (LPA1 Antagonist) --Idiopathic Pulmonary Fibrosis --Progressive Pulmonary Fibrosis obexelimab ª --IgG4-Related Disease ORENCIA --Moderate-to-Severe JIA Intravenous --Moderate-to-Severe JIA Subcutaneous --Psoriatic Arthritis --Moderate-to-Severe RA Auto injector --Moderate-to-Severe RA Intravenous --Moderate-to-Severe RA Subcutaneous --Prophylaxis of Acute Graft versus Host Disease SOTYKTU --Adults with Moderate-to-Severe Plaque Psoriasis ZEPOSIA --Relapsing forms of Multiple Sclerosis --Moderate-to-Severe UC CARDIOVASCULAR PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds MYK-224 --Heart Failure with Preserved Ejection Fraction Additional Indications CAMZYOS --Non-Obstructive Hypertrophic Cardiomyopathy Investigational Compounds milvexian ª --Acute Coronary Syndrome# --Atrial Fibrillation# --Secondary Stroke Prevention# CAMZYOS --Symptomatic NHYA Class II-III Obstructive Hypertrophic Cardiomyopathy ELIQUIS --Stroke Risk Reduction in Non-Valvular Atrial Fibrillation --Treatment of Venous Thromboembolism and Risk Reduction after Initial Therapy --Prophylaxis of Deep Vein Thrombosis after Hip or Knee Replacement Surgery 12 NEUROSCIENCE PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds BMS-986495 ª -- Neurodegenerative Diseases CD19 NEX T --Multiple Sclerosis --Myasthenia Gravis eIF2B Activator --Alzheimer's Disease TRPC4/5 Inhibitor --Mood and Anxiety Disorders Investigational Compounds Anti-MTBR Tau --Alzheimer's Disease FAAH/MGLL Dual Inhibitor --Alzheimer's Disease Agitation --Multiple Sclerosis Spasticity Additional Indications COBENFY --Adjunctive Schizophrenia --Psychosis in Alzheimer's Disease COBENFY --Adults with Schizophrenia Note: Above pipeline excludes clinical collaborations ª Development Partnerships: AUGTYRO: Zai Lab; BMS-986495: Prothena; COBENFY : Zai Lab; iza-bren (EGFRxHER3 ADC): SystImmune; KRAZATI : Zai Lab; milvexian: Johnson & Johnson; obexelimab: Zenas BioPharma; OPDIVO , YERVOY , OPDUALAG, nivolumab + relatlimab HD, Anti-CCR8 + nivolumab: Ono; PKCθ Inhibitor: Exscientia; REBLOZYL : Merck; rHuPH20: Halozyme # Partner-run study The following are our registrational study readouts anticipated through 2025/2026: Oncology Immunology Asset Tumor Trial Asset Disease Trial Opdivo Adjuvant HCC CheckMate -9DX Sotyktu SLE POETYK SLE-1 Opdivo Peri-adjuvant MIUC CA017-078 Sotyktu SLE POETYK SLE-2 Opdualag Adjuvant Stage III/IV Melanoma RELATIVITY-098 admilparant IPF ALOFT-IPF Opdualag 1L Melanoma SC RELATIVITY-127 obexelimab IgG4-Related Disease INDIGO Krazati 2L CRC KRYSTAL-10 Krazati 2L+ Mutated NSCLC KRYSTAL-12* Cardiovascular RYZ101 2L+ SSTR2+ GEP-NETs ACTION-1 Asset Disease Trial Camzyos nHCM ODYSSEY-HCM Hematology milvexian SSP LIBREXIA-STROKE Asset Disease Trial milvexian ACS LIBREXIA-ACS Breyanzi Relapsed/Refractory MZL TRANSCEND arlo-cel RRMM QUINTESSENTIAL Neuroscience iberdomide 2L+ MM EXCALIBER Asset Disease Trial mezigdomide 2L+ MM Vd SUCCESSOR-1 Cobenfy Adjunctive Schizophrenia ARISE mezigdomide 2L+ MM Kd SUCCESSOR-2 Cobenfy Psychosis in Alzheimer's Disease ADEPT-1 Reblozyl TD & NTD A-Thalassemia CA056-015# Cobenfy Psychosis in Alzheimer's Disease ADEPT-2 Reblozyl 1L TD MF Associated Anemia INDEPENDENCE Cobenfy Psychosis in Alzheimer's Disease ADEPT-4 * Confirmatory Trial # Ex-U.S.
Biggest changeAt 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. 9 HEMATOLOGY PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds BCL6 LDD --Lymphoma CD33-GSPT1 ADC --AML Dual Targeting BCMAxGPRC5D CAR T --RRMM HbF Activating CELMoD --Sickle Cell Disease mezigdomide + elranatamab --RRMM Additional Indications REBLOZYL ª --α-Thalassemia Investigational Compounds arlo-cel --4L+ MM golcadomide --1L FL Additional Indications OPDIVO ª --1L cHL REBLOZYL ª --1L NTD MDS Associated Anemia --1L TD MF Associated Anemia Investigational Compounds arlo-cel --2-4L MM golcadomide --2L+ FL --High Risk 1L LBCL iberdomide --2L+ MM --Post-Autologous Stem Cell Transplant Maintenance NDMM mezigdomide --2L+ MM Kd --2L+ MM Vd ABECMA --3L+ Triple-Class Exposed RRMM BREYANZI --2L+ LBCL --3L+ CLL/SLL --3L+ FL --3L+ MCL --3L+ MZL EMPLICITI + POMALYST/IMNOVID --RRMM EMPLICITI + REVLIMID --RRMM IDHIFA -- R/R AML INREBIC --MF ONUREG --Post-Induction AML Continued Treatment/Maintenance OPDIVO ª --R/R cHL POMALYST/IMNOVID --RRMM --AIDS related Kaposi Sarcoma --HIV-negative Kaposi Sarcoma REBLOZYL ª --TD Beta-Thalassemia Associated Anemia --MDS RS or MDS/MPN-RS-T Adult Patients and Previously Treated with ESA --MDS Associated Anemia in ESA naïve patients who may require RBC Transfusion REVLIMID --MCL --MDS --MM --FL --MZL --R/R T-Cell Leukemia SPRYCEL --1L CML --Acute Lymphoblastic Leukemia with Resistance or Intolerance to Prior Therapy --Refractory CML 10 ONCOLOGY PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds Anti-CCR8 --Solid Tumors BMS-986460 --Prostate Cancer BMS-986482 --Solid Tumors BMS-986488 --Solid Tumors BMS-986500 --Solid Tumors BMS-986506 --Solid Tumors BMS-986517 --Solid Tumors BMS-986523 --Solid Tumors BMS-986525 --R/R SCLC CD40xFAP Bispecific --Solid Tumors CEACAM5-TOPO1 ADC --Solid Tumors iza-bren ª --1L NSCLC# --Metastatic NSCLC --Solid Tumors# navlimetostat (PRMT5 Inhibitor) -- Solid Tumors pumitamig ª --1L HCC --1L RCC RYZ101 --ES-SCLC --HR+/HER2- Unresectable Metastatic Breast Cancer RYZ401 --Solid Tumors RYZ801 --HCC WEE1 CELMoD -- Solid Tumors Additional Indications OPDIVO QVANTIG + YERVOY ª -- 1L NSCLC Investigational Compounds pumitamig ª --1L Microsatellite Stable CRC --1L Gastric Cancer --2L NSCLC# iza-bren ª --1L TNBC --EGFR-mutated Post-TKI NSCLC --Post-IO Metastatic Urothelial Cancer navlimetostat (PRMT5 Inhibitor) --1L NSCLC --1L PDAC --2L NSCLC Additional Indications KRAZATI --1L NSCLC PD-L1≥50% --1L NSCLC --2L CRC OPDIVO ª --Adjuvant HCC --Peri-adjuvant MIUC Investigational Compounds AR LDD --mCRPC atigotatug + nivolumab --1L ES-SCLC nivolumab + relatlimab HD ª --1L NSCLC PD-L1≥1% pumitamig ª --1L ES-SCLC# --1L NSCLC# --1L NSCLC PD-L1≥50% --1L TNBC# --Stage III NSCLC RYZ101 --2L+ SSTR2+ GEP-NETs ABRAXANE --1L Metastatic Adenocarcinoma of the Pancreas --Locally Advanced or Metastatic NSCLC --Metastatic Breast Cancer AUGTYRO ª -- ROS1+ NSCLC --NTRK-Positive Locally Advanced or Metastatic Solid Tumors KRAZATI -- 2L+ KRASG12C-mutated Advanced NSCLC --KRASG12C-mutated CRC after prior treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy OPDIVO ª - - Metastatic Melanoma --1L Metastatic Gastric, Gastroesophageal Junction, and Esophageal Adenocarcinoma --1L Metastatic Esophageal --1L MIUC cis-eligible --Adjuvant Melanoma --Adjuvant Urothelial Carcinoma --Adjuvant Esophageal/Gastroesophageal --Neoadjuvant NSCLC --Perioperative NSCLC --Previously treated advanced RCC --Previously treated Gastric cancer --Previously treated Metastatic Head & Neck --Previously treated Metastatic MSI-High CRC --Previously treated Metastatic NSCLC --Previously treated Metastatic Urothelial Cancer --Previously treated Metastatic Esophageal Cancer OPDIVO QVANTIG --Indicated for subcutaneous use in most previously approved adult, solid tumor Opdivo indications OPDIVO ª + cabozantinib - -1L Advanced RCC OPDIVO ª + YERVOY ª --1L Metastatic Melanoma --1L Mesothelioma --1L Metastatic NSCLC --1L Advanced RCC --1L+ MSI-High CRC --1L HCC --Previously treated HCC --1L Esophageal OPDUALAG - -1L Melanoma YERVOY ª - -Adjuvant Melanoma --Metastatic Melanoma 11 IMMUNOLOGY PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds BMS-986454 --RA CD19 HD Allo CAR T --Autoimmune Diseases zola-cel (CD19-targeted NEX-T) --Idiopathic Inflammatory Myopathies --Rheumatoid Arthritis Investigational Compounds zola-cel (CD19-targeted NEX-T) --SLE Additional Indications SOTYKTU --PsA --Sjögren's Disease --SLE Investigational Compounds admilparant --Idiopathic Pulmonary Fibrosis --Progressive Pulmonary Fibrosis obexelimab ª --IgG4-Related Disease zola-cel (CD19-targeted NEX-T) --Systemic Sclerosis ORENCIA --Moderate-to-Severe JIA --Psoriatic Arthritis --Moderate-to-Severe RA --Prophylaxis of Acute Graft versus Host Disease SOTYKTU --Adults with Moderate-to-Severe Plaque Psoriasis ZEPOSIA --Relapsing forms of Multiple Sclerosis --Moderate-to-Severe UC CARDIOVASCULAR PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds MYK-224 --Heart Failure with Preserved Ejection Fraction Investigational Compounds milvexian ª --Atrial Fibrillation# --Secondary Stroke Prevention# CAMZYOS --Symptomatic NHYA Class II-III Obstructive Hypertrophic Cardiomyopathy ELIQUIS --Stroke Risk Reduction in Non-Valvular Atrial Fibrillation --Treatment of Venous Thromboembolism and Risk Reduction after Initial Therapy --Prophylaxis of Deep Vein Thrombosis after Hip or Knee Replacement Surgery 12 NEUROSCIENCE PHASE I PHASE II PHASE III APPROVED INDICATIONS Investigational Compounds BMS-986495 ª -- Neurodegenerative Diseases# BMS-986521 --Neuropsychiatric Disorders eIF2B Activator --Alzheimer's Disease KarXT Long-Acting Injectable --Schizophrenia TRPC4/5 Inhibitor --Mood and Anxiety Disorders zola-cel (CD19-targeted NEX-T) --Multiple Sclerosis --Myasthenia Gravis Investigational Compounds Anti-MTBR Tau --Alzheimer's Disease FAAH/MAGL Dual Inhibitor --Alzheimer's Disease Agitation --Multiple Sclerosis Spasticity Additional Indications COBENFY ª --Adjunctive Bipolar-I Mania --Agitation in Alzheimer's Disease --Alzheimer's Disease Cognition --Bipolar-I Mania --Pediatric Autism Irritability --Psychosis in Alzheimer's Disease COBENFY ª --Adults with Schizophrenia Note: Above pipeline excludes clinical collaborations ª Development Partnerships: Anti-CCR8 + nivolumab, nivolumab + relatlimab HD, OPDIVO , YERVOY : Ono; BMS-986495: Prothena; COBENFY (KarXT), AUGTYRO : Zai Lab; pumitamig (BNT327/BMS-986545): BioNTech; iza-bren: SystImmune; milvexian: Johnson & Johnson; obexelimab: Zenas BioPharma; REBLOZYL : Merck # Partner-run study The following are our registrational study readouts anticipated through 2026/2027: Oncology Immunology Asset Indication Trial Asset Indication Trial AR LDD mCRPC rechARge Sotyktu SjD POETYK SjS-1 Opdivo Adjuvant HCC CheckMate -9DX Sotyktu SLE POETYK SLE-1 Opdivo Peri-adjuvant MIUC CA017-078 Sotyktu SLE POETYK SLE-2 Krazati 2L CRC KRYSTAL-10* admilparant IPF ALOFT-IPF Opdivo Qvantig + Yervoy 1L NSCLC CheckMate-1533 admilparant PPF ALOFT-PPF Krazati 2L+ NSCLC KRYSTAL-12* RYZ101 2L+ SSTR2+ GEP-NETs ACTION-1 Cardiovascular Asset Indication Trial Hematology milvexian SSP LIBREXIA-STROKE Asset Indication Trial milvexian AF LIBREXIA-AF arlo-cel 4L+ MM QUINTESSENTIAL iberdomide 2L+ MM PFS EXCALIBER-RRMM Neuroscience mezigdomide 2L+ MM Vd SUCCESSOR-1 Asset Indication Trial mezigdomide 2L+ MM Kd SUCCESSOR-2 Cobenfy AD Psychosis ADEPT-1 Reblozyl TD & NTD α-Thalassemia CA056-015# Cobenfy AD Psychosis ADEPT-2 Reblozyl 1L NTD MDS Associated Anemia ELEMENT-MDS Cobenfy AD Psychosis ADEPT-4 Cobenfy Bipolar-I BALSAM-1 Cobenfy Bipolar-I BALSAM-2 * Confirmatory Trial # Ex-U.S.
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.
Item 1. BUSINESS. General Bristol-Myers Squibb Company ("we", the "Company", "Bristol Myers Squibb", 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.
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.
For example, we have the capability to manufacture Opdivo substance and drug product internally and also have arrangements with third-party manufacturers to meet demand of Opdivo drug substance and drug product.
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. 2 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 LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory CLL or SLL, and relapsed or refractory MCL in patients who have received at least two prior lines of systemic therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 inhibitor.
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 LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory CLL or SLL; relapsed or refractory MCL in patients who have received at least two prior lines of systemic therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 inhibitor; and relapsed or refractory MZL after at least two prior lines of systemic therapy. 2 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.
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. 14 Our products are sold principally to contracted wholesalers, specialty distributors, specialty pharmacies, and to a lesser extent, retailers, hospitals, clinics and government agencies.
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. 14 Our products are sold principally to wholesalers, distributors, specialty pharmacies, and to a lesser extent, retailers, hospitals, clinics, and government agencies.
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.
Additionally, 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.
In general, EU law treats chemically synthesized drugs and biologically derived drugs the same with respect to intellectual property and regulatory exclusivity. Japan In Japan, patents on pharmaceutical products are enforceable and may be extended for up to five years to compensate for the patent term lost during the regulatory review process.
In general, EU law treats chemically synthesized drugs and biologically derived drugs the same with respect to intellectual property and regulatory exclusivity. 5 Japan In Japan, patents on pharmaceutical products are enforceable and may be extended for up to five years to compensate for the patent term lost during the regulatory review process.
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.
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, programs and regulations, refer to “Item 7.
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. 5 In contrast to the U.S., patents in the EU are not listed with regulatory authorities.
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.
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.
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. 17 Marketing authorization for our products is subject to revocation by the applicable governmental agencies.
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” regulatory exclusivity regime.
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 2005 are subject to an “8+2+1” regulatory exclusivity regime.
The ANDA relies upon the safety and efficacy data previously filed by the innovator in its NDA. 4 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.
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.
We maintain records to demonstrate the quality and integrity of data, technical information and production processes. 20 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 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.
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.
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 milestones; royalties; cost reimbursements; profit sharing; and equity investments.
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.
In the EU, the apixaban composition of matter patents and related SPCs expire in November 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.
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..
The Opdivo + Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC, HCC and various gastric and esophageal cancers.
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.
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 global research-based drug companies, many smaller research companies with more limited therapeutic focus and generic drug manufacturers.
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.
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 two or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-cyclic ADP ribose hydrolase monoclonal antibody.
Refer to the Summary of Abbreviated Terms at the end of this 2024 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.
Refer to the Summary of Abbreviated Terms at the end of this 2025 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.
The SEC allows us to disclose important information by referring to it in that manner. Please refer to such information. Our 2025 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. 23
The SEC allows us to disclose important information by referring to it in that manner. Please refer to such information. Our 2026 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. 23
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 RS status.
Reblozyl ® Reblozyl (luspatercept-aamt) is a biologic, 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 RS status.
EU (p) Japan Abecma (idecabtagene vicleucel) 2036 2035 2037 Abraxane (paclitaxel) (a) ^^ ^^ ^^ Augtyro (repotrectinib) (b) 2035 ++ ++ Breyanzi (lisocabtagene maraleucel) (c) 2033 2033 2033 Camzyos (mavacamten) (d) 2034 2034 ++ Cobenfy (xanomeline and trospium chloride) (e) ^^ ++ ++ Eliquis (apixaban) (f) 2028 ^^ 2026 Krazati (adagrasib) 2037 2038 ++ Opdivo (nivolumab) 2028 2030 2031 Opdivo Qvantig (nivolumab and hyaluronidase-nvhy) (g) ^^ ++ ++ Opdualag (nivolumab and relatlimab-rmbw) (h) 2034 2033 ++ Orencia (abatacept) (i) ^^ ^^ ^^ Pomalyst/Imnovid (pomalidomide) (j) ^^ ^^ ^^ Reblozyl (luspatercept-aamt) (k) 2031 2030 ++ Revlimid (lenalidomide) (l) ^^ ^^ ^^ Sotyktu (deucravacitinib) (m) 2033 2033 2033 Sprycel (dasatinib) (n) ^^ ^^ ^^ Yervoy (ipilimumab) 2025 2026 2025 Zeposia (ozanimod) (o) 2029 2034 ++ ^^ See product footnote for more information. ++ We do not currently market the product in the country or region indicated.
EU (q) Japan Abecma (idecabtagene vicleucel) 2036 2035 2037 Abraxane (paclitaxel) (a) ^^ ^^ ^^ Breyanzi (lisocabtagene maraleucel) (b) 2033 2033 2033 Camzyos (mavacamten) (c) 2036 2034 2034 Cobenfy (xanomeline and trospium chloride) (d) ^^ ++ ++ Eliquis (apixaban) (e) 2028 ^^ 2026 Krazati (adagrasib) (f) 2037 2038 ++ Opdivo (nivolumab) 2028 2030 2031 Opdivo Qvantig (nivolumab and hyaluronidase-nvhy) (g) ^^ ^^ ++ Opdualag (nivolumab and relatlimab-rmbw) (h) 2034 2033 ++ Orencia (abatacept) (i) ^^ ^^ ^^ Pomalyst/Imnovid (pomalidomide) (j) ^^ ^^ ^^ Reblozyl (luspatercept-aamt) (k) 2031 2030 2034 Revlimid (lenalidomide) (l) ^^ ^^ ^^ Sotyktu (deucravacitinib) (m) 2033 2033 2037 Sprycel (dasatinib) (n) ^^ ^^ ^^ Yervoy (ipilimumab) (o) ^^ 2026 ^^ Zeposia (ozanimod) (p) 2033 2034 2034 ^^ See product footnote for more information. ++ We do not currently market the product in the country or region indicated.
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.
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 biologic, a BLA is filed.
We also incur operating and capital costs for such matters on an ongoing basis, which were not material for 2024, 2023 and 2022. In addition, we invested in projects that reduce resource use of energy and water.
We also incur operating and capital costs for such matters on an ongoing basis, which were not material for 2025, 2024 and 2023. In addition, we invested in projects that reduce resource use of energy and water.
Alliances.” Growth Portfolio 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.
Alliances.” Growth Portfolio Opdivo ® Opdivo (nivolumab) is a biologic 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.
(e) For Cobenfy in the U.S., we have been granted patents covering the combination of active ingredients in Cobenfy , which expire in 2030. A PTR application is pending and, if granted, the estimated patent expiry will be 2033. (f) For Eliquis , in the U.S., multiple generic companies challenged the two patents listed in the FDA Orange Book.
(d) For Cobenfy in the U.S., we have been granted patents covering the combination of active ingredients in Cobenfy , which expire in 2030. A PTR application is pending and, if granted, the estimated patent expiry will be 2033. (e) For Eliquis , in the U.S., multiple generic companies challenged patents listed in the FDA Orange Book.
As a result, our products may face restricted access 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.
As a result, our products may face restricted access and pricing pressures by both public and private payers and may be subject to assessments of comparative value and effectiveness against existing standards of care.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—GTN Adjustments” and “—Critical Accounting Policies.” 19 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—GTN Adjustments”, "—Income Taxes", 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.
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 2019-2023, approximately 93% of small molecules that enter Phase I development fail to achieve regulatory approval.
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 2020-2024, approximately 93% of small molecules that enter Phase I development fail to achieve regulatory approval.
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 $11.2 billion in 2024, $9.3 billion in 2023 and $9.5 billion in 2022.
Acquired IPRD expenses 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 $10.0 billion in 2025, $11.2 billion in 2024 and $9.3 billion in 2023.
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.
An important factor on which the pricing of our medicines depends is government policies, laws and regulations. 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.
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.
Generic versions of pharmaceutical products may be approved after data exclusivity 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.
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; Libertyville, Illinois; and Leiden, the Netherlands; as well as the use of third-party manufacturers.
We continue to make capital investments in our Devens, Massachusetts and our other global manufacturing facilities. 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; and Leiden, the Netherlands; as well as the use of third-party manufacturers.
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.
Yervoy ® Yervoy (ipilimumab) is a biologic 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, HCC and esophageal cancer.
We concentrate our R&D efforts in the following disease areas with significant unmet medical needs: oncology and hematology with novel modalities in cell therapies, protein degraders, ADCs and radiopharmaceuticals; immunology with a focus on establishing new standards of care in pulmonology, rapidly advancing cell therapy into immunology diseases and transformational programs to control inflammation, reset immune memory and promote homeostasis in dermatology and rheumatology disorders; cardiovascular diseases by leveraging deep expertise across thrombotic diseases, heart failures and cardiomyopathies; and neuroscience with a focus on developing new treatments in neuropsychiatry and neurodegeneration.
We concentrate our R&D efforts in the following disease areas with significant unmet medical needs: oncology and hematology with novel modalities in cell therapies, protein degraders, ADCs and radiopharmaceuticals; immunology with a focus on establishing new standards of care in pulmonology, rapidly advancing cell therapy into immunology diseases and transformational programs to control inflammation, reset immune memory and promote homeostasis in rheumatology disorders; cardiovascular diseases by leveraging deep expertise across thrombotic diseases, heart failures and cardiomyopathies; neuroscience with a focus on developing new treatments in neuropsychiatry and neurodegeneration; and other areas where we can also create long-term value.
Opdivo Qvantig TM Opdivo Qvantig (nivolumab and hyaluronidase-nvhy) is a subcutaneously administered PD-1 inhibitor indicated for most previously approved adult, solid tumor Opdivo indications as monotherapy, monotherapy maintenance following completion of Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib.
Opdivo Qvantig TM Opdivo Qvantig (nivolumab and hyaluronidase-nvhy) is a subcutaneously administered PD-1 inhibitor indicated for most previously approved adult, solid tumor Opdivo indications as monotherapy, monotherapy maintenance following completion of Opdivo plus Yervoy combination therapy, or in combination with chemotherapy or cabozantinib. In the EU, the product is marketed as Opdivo SC.
The information contained in or connected to our website is not deemed to be incorporated by reference in this 2024 Form 10-K or filed with the SEC. 22 We incorporate by reference certain information from parts of our definitive proxy statement for our 2025 Annual Meeting of Shareholders (“2025 Proxy Statement”).
The information contained in or connected to our website is not deemed to be incorporated by reference in this 2025 Form 10-K or filed with the SEC. We incorporate by reference certain information from parts of our definitive proxy statement for our 2026 Annual Meeting of Shareholders (“2026 Proxy Statement”).
(l) For Revlimid, in the U.S., certain generic companies have begun marketing generic lenalidomide products pursuant to volume-limited licenses granted as part of litigation settlements. The licenses will no longer be volume-limited beginning on January 31, 2026. In the EU and Japan, generics have entered the market.
(l) For Revlimid, in the U.S., certain generic companies have begun marketing generic lenalidomide products pursuant to volume-limited licenses granted as part of litigation settlements. As of January 31, 2026, the licenses are no longer volume-limited. In the EU and Japan, generics have entered the market.
Camzyos ® Camzyos (mavacamten) is a cardiac myosin inhibitor indicated for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms.
Camzyos ® Camzyos (mavacamten) is an oral cardiac myosin inhibitor indicated for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms.
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.
They are conducted through our subsidiaries, distributors and alliances. 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.
Cobenfy TM Cobenfy (xanomeline and trospium chloride) is a combination M1/M4 muscarinic receptor agonist and muscarinic antagonist indicated for the treatment of schizophrenia in adults.
Cobenfy TM Cobenfy (xanomeline and trospium chloride) is an oral combination of xanomeline, a M1/M4 muscarinic agonist, and trospium chloride, a peripheral muscarinic antagonist, indicated for the treatment of schizophrenia in adults.
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.
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.
Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also deliver attractive returns for shareholders.
Our focus as a biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases in areas where we believe that we have an opportunity to make a meaningful difference: oncology, hematology, immunology, cardiovascular, neuroscience and other areas where we can also create long-term value.
For example, on August 16, 2022, President Biden signed the IRA into law which provides for (i) the federal government to “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Part B (beginning in 2028) drugs that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation, and (iii) the formation of the Part D Manufacturer Program which replaced the Part D CGDP and established a $2,000 cap for out-of-pocket costs for Medicare beneficiaries as of January 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.
The IRA directs (i) the federal government to “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Part B (beginning in 2028) drugs that are more than nine years (for small-molecule drugs) or 13 years (for biologics) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation and (iii) the formation of the Part D Manufacturer Program which replaced the Part D CGDP and established a $2,000 cap for out-of-pocket costs for Medicare beneficiaries as of January 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.
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 differentiated research platforms support long-term growth across therapeutic areas.
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 differentiated research platforms support long-term growth across therapeutic areas.
In France, Italy and Spain, SPC and PED are granted and the estimated patent expiry is 2038. (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.
In France, Italy and Spain, SPC and PED are granted and the estimated patent expiry is 2038. (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., generic entry is expected in the first quarter of 2026.
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.
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. has also been a major factor in the healthcare marketplace.
By encouraging employees around the world to be their authentic selves at work, to ask questions, voice concerns, 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.
By encouraging employees around the world to think boldly, bring their authentic selves to work, ask challenging questions, and voice concerns, we create an energized environment of collaboration and co-design where innovative ideas and solutions can drive improved patient outcomes.
(a) For Abraxane in the U.S., EU, and Japan, generics have entered the market. (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.
(a) For Abraxane in the U.S., EU, and Japan, generics have entered the market. (b) For Breyanzi in the U.S., a PTR application is pending and, if granted, the estimated patent expiry will be 2034. (c) For Camzyos in the U.S., the PTR application was granted, providing a patent expiry of 2036.
Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS ( Revlimid ) and Pomalyst REMS programs, respectively. These are proprietary, mandatory risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimid and Pomalyst .
Additionally, in the U.S., we recently announced direct-to-patient offerings for several products. Revlimid and Pomalyst are distributed in the U.S. primarily through contracted pharmacies under the Lenalidomide REMS ( Revlimid ) and Pomalyst REMS programs, respectively. These are proprietary, mandatory risk-management distribution programs tailored specifically to provide for the safe and appropriate distribution and use of Revlimid and Pomalyst .
Small molecules that enter Phase II development have a failure rate of approximately 81% while approximately 33% of Phase III small molecules fail to achieve approval. For biologics, the failure rate is approximately 89% from Phase I development, approximately 72% from Phase II development and approximately 23% from Phase III.
Small molecules that enter Phase II development have a failure rate of approximately 81% while approximately 32% of Phase III small molecules fail to achieve approval. For biologics, the failure rate is approximately 91% from Phase I development, approximately 75% from Phase II development and approximately 30% from Phase III.
We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations. For further discussion of this legislation's impact, refer to “Item 7.
We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.
In addition 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, Augtyro, Krazati and Cobenfy.
Longer-term, we are accelerating our plans to transition to new vector technologies with a dual sourcing strategy. 20 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, Abraxane, Zeposia, Camzyos, Sotyktu, Krazati and Cobenfy.
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.
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 conduct confidential surveys that measure employee sentiment and actively seek feedback on topics such as culture and values, execution of our strategy, engagement and individual development, among others.
We conduct confidential surveys that measure employee sentiment and actively seek feedback on topics such as culture and values, execution of our strategy, engagement, and individual development, among others. We include assessments of manager capabilities within these surveys to strengthen leadership effectiveness and team engagement.
Financial Statements and Supplementary Data—Note 20. Legal Proceedings and Contingencies” for more information. (p) Estimated minimum market exclusivity dates for EU countries are based on the UK, France, Germany, Italy, and Spain. 7 Research and Development R&D is critical to our long-term competitiveness.
(q) Estimated minimum market exclusivity dates for EU countries are based on the UK, France, Germany, Italy, and Spain. 7 Research and Development R&D is critical to our long-term competitiveness.
We compete with other global research-based biopharmaceutical 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.
Our products are sold worldwide, principally to wholesalers, distributors, specialty pharmacies, and to a lesser extent, retailers, hospitals, clinics, government agencies and directly to patients. We have significant manufacturing operations in the U.S., Puerto Rico, the Netherlands, Ireland and Switzerland.
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.
First, generic companies have increasingly sought to challenge innovators’ 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.
(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.
(m) For Sotyktu in the U.S., a PTR application is pending and, if granted, the estimated patent expiry will be 2036. In the UK, SPC applications are pending and, if granted, the estimated patent expiry will be 2038. In France, Germany, Italy, and Spain, SPC has been granted and the estimated patent expiry is 2038.
(g) For Opdivo Qvantig, the estimated minimum market exclusivity date of 2028 is based on the expiry of the COM patent for Opdivo and does not include any potential exclusivity resulting from pending patent applications relating to the Opdivo Qvantig formulation and its use.
(g) For Opdivo Qvantig, in the U.S. and EU, the estimated minimum market exclusivity dates are 2028 and 2030, respectively, based on the expiry of the COM patent for nivolumab and does not include any potential exclusivity resulting from pending patent applications relating to Opdivo Qvantig .
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 statutory discounts based off a defined “non-federal average manufacturer price” for purchases.
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.
We provide a comprehensive in-house occupational health service to ensure any work-related illness or disease is identified early so that worker health can be protected. Foreign Operations We have significant operations outside the U.S. They are conducted both through our subsidiaries and through distributors.
We have comprehensive policies that ensure all employees, contractors, and visitors to our sites, can work or conduct their visit safely. We provide a comprehensive in-house occupational health service to ensure any work-related illness or disease is identified early so that worker health can be protected. 22 Foreign Operations We have significant operations outside the U.S.
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.
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.
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.
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. Failure to comply with these healthcare laws could subject us to administrative and legal proceedings, including actions by Federal and state government agencies.
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.
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.
Orencia ® Orencia (abatacept) is a biological product and a fusion protein indicated for adult patients with moderate to severe active RA and PsA. It has indications for (i) reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA and (ii) for the treatment of aGVHD, in combination with a calcineurin inhibitor and methotrexate.
Orencia ® Orencia (abatacept) is a biologic and a fusion protein indicated for (i) the treatment of adult patients with moderately to severely active RA, (ii) the treatment of patients 2 years of age and older with moderately to severely active polyarticular JIA, (iii) the treatment of patients 2 years of age and older with active PsA and (iv) the prophylaxis of aGVHD, in combination with a calcineurin inhibitor and methotrexate in certain adult and pediatric patients.
We operate in one segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products on a global basis. 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.
We operate in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. 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.
Such actions may result in the imposition of civil and criminal sanctions, which may include fines, penalties and injunctive or administrative remedies. 18 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.
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.
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. 3 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.
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.
Our marketed chemical products include Eliquis, Revlimid, Pomalyst, Sprycel, Zeposia, Camzyos, Sotyktu , Augtyro, Krazati, and Cobenfy . Biologic products (includes CAR-T cell therapy products) Qualified innovative biological products receive 12 years of regulatory exclusivity, meaning that the FDA may not approve a biosimilar version until 12 years after the innovative biological product was first approved by the FDA.
Biologics (includes CAR-T cell therapy products) Qualified innovative biologics receive 12 years of regulatory exclusivity, meaning that the FDA may not approve a biosimilar version until 12 years after the innovative biologic was first approved by the FDA. Our marketed biologics include Opdivo , Opdivo Qvantig, Orencia, Yervoy, Reblozyl, Breyanzi, Opdualag, and Abecma.
We have a broad pipeline with over 40 unique assets in 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.
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.
Legal Proceedings and Contingencies.” Human Capital Management and Resources We believe that our employees around the world are compassionate, purpose-driven professionals who embody our mission of discovering and delivering innovative medicines that help patients prevail over serious diseases. Together, their unyielding focus on patients defines our culture.
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 are compassionate, purpose-driven professionals who embody our mission of discovering and delivering innovative medicines that help patients prevail over serious diseases.
Our marketed biologic products include Opdivo , Opdivo Qvantig, Orencia, Yervoy, Reblozyl, Opdualag, Breyanzi, Abecma and Abraxane. In the U.S., medicines (chemically synthesized or biologically derived) may also receive an additional six months of market exclusivity (added to certain patent terms and regulatory exclusivities) if certain agreed-upon pediatric studies are completed by the applicant.
In the U.S., medicines (chemically synthesized or biologically derived) may also receive an additional six months of market exclusivity (added to certain patent terms and regulatory exclusivities) if certain agreed-upon pediatric studies are completed by the applicant. The increased likelihood of generic and biosimilar challenges to innovators’ intellectual property has increased the risk of loss of innovators’ market exclusivity.
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.
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.
(k) For Reblozyl in the U.S. and Europe, the estimated minimum market exclusivity date is based on regulatory exclusivity. In the U.S., PTR on a method of treatment patent was granted, and the estimated patent expiry is 2033. In the EU, SPC on a method of treatment patent is granted, and the estimated patent expiry is 2034.
In addition, in the U.S., PTR on a method of treatment patent was granted, and the estimated patent expiry is 2033. Further, in the EU, SPC on a method of treatment patent was granted, and the estimated patent expiry is 2034. In Japan, a PTE was granted, providing a patent expiry of 2034.
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.
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.
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.
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.
Medicines can also receive several types of regulatory exclusivity. An innovative chemical pharmaceutical product is entitled to five years of regulatory exclusivity in the U.S., during which the FDA cannot approve generic substitutes. If an innovator’s patent is challenged, a generic manufacturer may file its ANDA after the fourth year of the five-year regulatory exclusivity period.
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 can also receive several types of regulatory exclusivity. An innovative chemical pharmaceutical product is entitled to five years of regulatory exclusivity in the U.S., during which the FDA cannot approve generic substitutes.
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.
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, biologics and CAR-T cell therapy products, all of which are particularly complex and involve highly specialized manufacturing technologies.
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 6, 2025.
Listed below are our clinical studies and approved indications for our marketed products in the related therapeutic area as of February 5, 2026.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome 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; (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; (ix) geopolitical factors in a specific country or region, including any new, or changes in or interpretations of existing, trade regulations, including for example, any new tariffs imposed in the jurisdictions in which we operate, or compliance requirements of other legislation; and (x) disruptions in supply chain continuity, including from market forces, 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. 27 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.
Biggest changeSome 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) geopolitical factors in a specific country or region, including any new, or changes in or interpretations of existing, trade regulations, including for example, any new tariffs imposed in the jurisdictions in which we operate, or compliance requirements of other legislation; (v) 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; (vi) the failure of a third-party manufacturer to supply us with bulk active or finished product on time; (vii) 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; (viii) 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; (ix) 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 (x) disruptions in supply chain continuity, including from market forces, natural disasters, global disease outbreaks or pandemics, acts of war or terrorism or other unforeseeable or unavoidable events that materially impact one or more of our facilities or a critical supplier.
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 33 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 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.
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- 31 stage pipeline, manage change from our operating model evolution or manage our costs effectively, our operating results and financial condition could be negatively impacted.
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.
If we do not meet, are perceived not to meet, or if stakeholders disagree with, our environmental, social and governance aspirational 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, inability to attract and retain employee talent or other negative impacts on our business and operations.
If we do not meet, are perceived not to meet, or if stakeholders disagree with, our environmental, social and governance aspirational goals, targets or objectives, we risk negative stakeholder reaction, including from proxy advisory services, as well as damage to our 29 brand and reputation, reduced demand for our products, inability to attract and retain employee talent or other negative impacts on our business and operations.
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.
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. 26 Market exclusivity for our products is based upon patent rights and certain regulatory forms of exclusivity.
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. Legal matters could negatively affect our business.
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. 28 Legal matters could negatively affect our business.
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.
Under these arrangements, nonperformance by us could result in obligations being 32 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.
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.
Compounds or products may appear promising in development but fail to reach market within the expected 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.
These risks may result in an adverse impact on our business, financial condition or results of operations. 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.
These risks may result in an adverse impact on our business, financial condition or results of operations. 31 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 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.
We cannot predict with accuracy the timing or impact of the 27 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.
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.
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 biologics or competing biologics could negatively impact our volumes and prices. In addition, both the U.S.
As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, and due 30 to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time.
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.
Regulators are imposing new cybersecurity and data 28 protection, storage and privacy 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.
Regulators are imposing new cybersecurity and data protection, storage and privacy 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.
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.
A prolonged clinical trial delay could potentially have a significant negative effect on our business, particularly if new 33 competitive products enter the market or clinical trial results for our competitors’ products affect the value proposition for our product.
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.
In addition, stockholders who do bring a claim in the Court of Chancery in the State of Delaware could 34 face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware.
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 2024 Form 10-K or that we assume when we provide our financial guidance. We face intense competition from other biopharmaceutical companies and manufacturers and expect to see increasing market penetration of lower-priced generic 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 2025 Form 10-K or that we assume when we provide our financial guidance. We face intense competition from other biopharmaceutical companies and manufacturers and expect to see increasing market penetration of lower-priced generic products.
It is possible that global economic and political events, including changes to the geopolitical relationship between the U.S. and China, other geopolitical events and conflicts, and any future pandemic, could exacerbate any of the other risks described in this 2024 Form 10-K as well. There can be no guarantee that we will pay dividends or repurchase stock.
It is possible that global economic and political events, including changes to the geopolitical relationship between the U.S. and China, other geopolitical events and conflicts, and any future pandemic, could exacerbate any of the other risks described in this 2025 Form 10-K as well. There can be no guarantee that we will pay dividends or repurchase stock.
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.
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 regulatory exclusivity period expires, generic or alternative versions can be approved and marketed.
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.
The future growth of BMS is dependent on the market access, uptake and expansion for marketed brands, new product introductions, new indications, new formulations 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.
We expect that Eliquis, Opdivo, Orencia and Yervoy 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.
We expect that Eliquis, Opdivo, Opdivo Qvantig, Orencia, Reblozyl and Yervoy 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.
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 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 as of January 1, 2024), (iv) expanded utilization and pharmaceutical company restrictions 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 purchasing power of entities that negotiate on behalf of Medicare, Medicaid and private sector beneficiaries, (viii) the increased scrutiny of drug manufacturers (including any additional review of BMS or Celgene by the House Oversight and Reform Committee), (ix) reimbursement delays, (x) government price erosion mechanisms across Europe, Japan and in other countries resulting in deflation for pharmaceutical product pricing, (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.
Our future revenues and profit margins could be negatively affected, including as a result of (i) changes in laws, agreements and regulations relating to the pricing and reimbursement of pharmaceutical products (including potential penalties for increasing prices over the rate of inflation 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, OBBBA 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) expanded utilization and pharmaceutical company restrictions under the 340B Drug Pricing Program ("340B program"), (iii) cost-cutting measures by federal healthcare programs, such as Medicare and Medicaid, MCOs and other institutional and governmental purchasers, (iv) 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 as of January 1, 2024), (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 purchasing power of entities that negotiate on behalf of Medicare, Medicaid and private sector beneficiaries, (viii) the increased scrutiny of drug manufacturers (including any additional review of the Company by the United States Congress), (ix) reimbursement delays, (x) government price erosion mechanisms across Europe, Japan and in other countries resulting in deflation for pharmaceutical product pricing, (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.
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. 34 Item 1B.
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.
Further, the disclosure of non-public Company-sensitive information by our workforce or others, whether intentional or unintentional, through social media channels could lead to loss of trade secrets or other intellectual property, as well as the Company’s commercially sensitive information.
Further, the disclosure of non-public Company-sensitive information by our workforce or others, whether intentional or unintentional, through social media and other messaging channels could lead to loss of trade secrets or other intellectual property, as well as the Company’s commercially sensitive information.
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, inclusion and diversity matters, and disclosure regarding the foregoing, many of which may be ambiguous, inconsistent, dynamic or conflicting.
There is an increased focus by foreign, federal, state, and local regulatory and legislative bodies, investors and other stakeholders regarding environmental sustainability and social impact policies relating to climate change, regulating greenhouse gas emissions, carbon taxes, emissions trading schemes, sustainability, human rights, inclusion and other policy matters, and disclosure regarding the foregoing, many of which may be ambiguous, inconsistent, dynamic or conflicting.
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 HHS can effectively set prices for units of certain single-source drugs and biologics reimbursed under Medicare Part B, Medicare Advantage and Part D.
In particular, the IRA has and will continue to have the effect of reducing prices and reimbursements for certain of our products, which could significantly impact our business. Under the IRA, the HHS can effectively set prices for units of certain single-source drugs and biologics reimbursed under Medicare Part B, Medicare Advantage 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.
Generally, these government prices apply nine years (for small molecule drugs) or 13 years (for biologics) 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.
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.
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 promotion of a product or the improper collection and/or dissemination of personally identifiable information from employees, patients, healthcare professionals or other stakeholders.
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.
Although we are confident in the strength of our intellectual property rights, it may be possible for generic drug companies to challenge our rights and launch their generic versions of our drugs "at risk" prior to the expiration of our intellectual property rights.
Any such delays or difficulties in clinical development could also potentially lead to a material impairment of our intangible assets, including the $23.3 billion of other intangible assets as of December 31, 2024. 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.
Any such delays or difficulties in clinical development could also potentially lead to a material impairment of our intangible assets, including the $19.1 billion of other intangible assets as of December 31, 2025. 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.
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 face 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.
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) cybersecurity and data protection, 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.
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) cybersecurity and data protection, storage and privacy, particularly in the EU and the U.S.; (viii) artificial intelligence, machine learning, automated decision-making, data governance, and related technologies; (ix) requirements for reporting payments and other value transfers to healthcare professionals (such as those provided under the Federal Anti-Kickback Statute); and (x) compliance with anti-bribery and anti-corruption practices of the U.S. and other countries.
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 the Health Resources and Services Administration regarding the limited distribution networks for Revlimid, Pomalyst, and Thalomid and compliance with the 340B program.
Additionally, manufacturers who are found to have knowingly and intentionally overcharged 340B program covered entities could be subject to significant monetary penalties. In the past, Celgene had received inquiries from the Health Resources and Services Administration regarding the limited distribution networks for Revlimid, Pomalyst, and Thalomid and compliance with the 340B program.
For example, as a result of patent settlements, generic entry for Revlimid in the UK 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 have begun marketing generic lenalidomide pursuant to volume-limited licenses.
For example, as a result of patent settlements, generic entry for Revlimid in the UK 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 have begun marketing generic lenalidomide pursuant to licenses, which as of January 31, 2026, are no longer volume-limited.
For example, following certain adverse judicial decisions in the UK, Finland and Slovakia, generic manufacturers have begun marketing generic versions of Eliquis in these countries, 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.
For example, following certain adverse judicial decisions in the UK and Finland, generic manufacturers have begun marketing generic versions of Eliquis in these countries, 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 patent actions in Europe.
Moreover, due to the substantial amount of debt that we incurred to finance the cash portion of the Celgene, MyoKardia, Mirati, Karuna and RayzeBio acquisitions, there can be no assurance of when we will be able to expand our business development capacity.
Moreover, due to the substantial amount of debt that we incurred to finance the cash portion of certain of our acquisitions, including most recently the Mirati, Karuna and RayzeBio acquisitions, there can be no assurance of when we will be able to expand our business development capacity.
Certain of our future key products may be required to be distributed in the U.S. through 25 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.
Certain of our future key products may be required to be distributed in the U.S. through a REMS program, as described in "Item 1. Business—Marketing, Distribution and Customers". 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.
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.
Our success and execution of our strategy 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) maintain our workplace culture and employee morale.
Further, commercial payers often consider Medicare coverage policy and payment limitations when setting their own payment rates. Any reduction in cost or other containment measures may similarly be adopted by commercial plans. Coverage policies and reimbursement rates for commercial plans may change at any time.
Further, commercial payers often consider Medicare coverage policy and payment limitations when setting their own payment rates. Any reduction in cost or other containment measures may similarly be adopted by commercial plans. Coverage policies and reimbursement rates for commercial plans may change at any time. 25 We may experience difficulties or delays in the development and commercialization of new products.
The licenses will no longer be volume-limited beginning on January 31, 2026. 26 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 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, 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.
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. 30 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.
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.
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.
In addition, uncertainty in the credit and capital 32 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.
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.
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.
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.
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. 24 At the state level, multiple states have passed, are pursuing or are considering government action via legislation or regulations to change drug pricing and reimbursement (e.g., establishing prescription drug affordability boards, implementing manufacturer mandates tied to the Federal Public Health Service Act drug pricing program, etc.).
Business—Pricing, Price Constraints and Market Access.” At the state level, multiple states have passed, are pursuing or are considering government action via legislation or regulations to change drug pricing and reimbursement (e.g., establishing prescription drug affordability boards, implementing manufacturer mandates tied to the Federal Public Health Service Act drug pricing program, etc.).
Global economic and political risks pose significant challenges to a company’s growth and profitability and are difficult to mitigate. We generated approximately 29% of our revenues outside of the U.S. in 2024. As such, a global economic downturn could create or amplify a variety of risks to our business and could negatively affect our growth.
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 31% of our revenues outside of the U.S. in 2025.
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.
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. For additional information, refer to "Item 1. Business—Products, Intellectual Property and Product Exclusivity".
Although we are committed to reducing our debt, pursuing strategic transaction opportunities in the 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 a highly qualified workforce could affect our ability to successfully develop and commercialize products.
Although we have recently taken measures to reduce our debt, pursuing strategic transaction opportunities in the 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.
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 $2.4 billion in 2024.
Royalties have continued to represent a significant percentage of our pretax income, including royalties related to out-licensed intellectual property and the Merck patent infringement settlement. Pretax income generated from royalties was approximately $2.7 billion in 2025. Our pretax income could be adversely affected as the royalty streams decline in future periods.
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.
Significant changes to our sales or pricing practices with regard to the distribution of drugs under the 340B program, an inability to procure data sufficient to identify duplicate claims associated with the increasing volume of 340B program utilization or any material changes in our U.S. payer channel mix, including the commercialization of future products that may be hi ghly utilized within the 340B program, could have additional adverse effects on our revenues and profitability.
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.
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.
Our acquisitions of Celgene, MyoKardia, Mirati, Karuna and RayzeBio increased the amount of our debt resulting in additional interest expense, and we may incur more debt to finance future acquisitions. This could reduce our financial flexibility to continue capital investments, develop new products and declare future dividends.
Certain of our acquisitions, including most recently the Mirati, Karuna and RayzeBio acquisitions, increased the amount of our debt resulting in additional interest expense, and we may incur more debt to finance future acquisitions.
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.
Our reputation and business could suffer harm as a result of counterfeit drugs sold under our brand name or diverted products.
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.
Thefts of inventory at warehouses, plants or while in-transit, which are then not properly stored and are later sold through unauthorized channels that do not adhere to customary supply chain standards, could adversely impact patient safety, our reputation and our business.
The regulatory landscape related to AI remains uncertain, and we may be required to devote significant resources to comply with developing laws and address ethical concerns. Our competitors may also develop or adopt more effective AI technologies, resulting in more efficient operations and putting us at a competitive disadvantage.
Our competitors may also develop or adopt more effective AI technologies, resulting in more efficient operations and putting us at a competitive disadvantage.
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.
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 as we have done in the past.
In January 2025, the HHS selected Pomalyst as a medicine subject to "negotiation" for government-set prices beginning in 2027. It is possible that more of our products could be selected in future years, which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections.
It is possible that more of our products could be selected in future years based upon the selection criteria currently utilized by the HHS or potentially expanded future criteria, or that the "maximum fair price" for our previously selected products could be renegotiated, each of which could, among other things, accelerate revenue erosion prior to expiry of intellectual property protections.
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.
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, including for our radiopharmaceutical therapeutics, which have time-limited stability once manufactured.
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.
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.
Additional clinical trials, head-to-head studies, real-world data analyses, adverse events reports following the use of our products 29 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.
These include additional clinical trials, such as head-to-head studies against alternative or emerging standard of care, studies that generate data in specific populations or identify biomarkers (objective characteristics that can indicate a particular response to a product or therapy) as well as real-world data analyses and post-approval safety surveillance following the use of our products over longer periods of time.
For example, following the December 2023 announcements of previous 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.
Although we have recently taken measures to reduce our debt, this could reduce our financial flexibility to continue capital investments, develop new products and declare future dividends. For example, following the December 2023 announcements of previous acquisitions, Standard & Poor’s downgraded BMS’s long term-credit rating from A+ to A (with a stable long-term credit outlook).
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 IRA has and will continue to meaningfully impact our business strategies and those of others in the pharmaceutical industry. We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.
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.
Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet our rigorous manufacturing and testing standards and often do not contain the correct ingredients. 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 pretax income could be adversely affected as 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.
For example, (i) royalties related to Keytruda* are expected to terminate on December 31, 2026, (ii) royalties related to Tecentriq* are expected to terminate on December 31, 2026, and (iii) royalties related to the divestiture of our diabetes business terminated on December 31, 2025.
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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.
Added
In November 2025, the HHS announced the "maximum fair price" for a 30-day supply of Pomalyst, which applies to the U.S. Medicare channel effective January 1, 2027. In January 2026, the HHS selected Orencia as a medicine subject to "negotiation" for government-set prices beginning in 2028.
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We cannot predict whether the Trump administration will finalize the draft framework or if the government will propose other drug pricing policy changes. If pursued and finalized, these policies could reduce prices and reimbursement for certain of our products and could significantly impact our business and consolidated results of operations .
Added
The effectuation of a "maximum fair price" pursuant to the IRA is a technically complex process that relies on newly developed systems that may experience 24 unforeseen disruptions. Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties, which could be significant.
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The IRA imposes a non-deductible 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.
Added
In December 2025, we announced the U.S. Government Agreement pursuant to which we agreed to, among other things: (i) provide Eliquis for free to the Medicaid program effective January 1, 2026; (ii) donate more than seven tons of Eliquis API to fill the U.S.
Added
Strategic Active Ingredient Reserve; (iii) enable direct-to-patient access to Sotyktu, Zeposia, Reyataz, Baraclude and Orencia for cash-paying patients at discounts approximately 80% off current list prices; (iv) adopt a more balanced pricing approach for new launches across developed nations; and (v) continue to expand domestic production. In accordance with the U.S.
Added
Government Agreement, BMS will receive certain U.S. tariff relief until January 2029 and will not be subject to future pricing mandates in the United States, however, such exemptions may be terminated or may not be extended.
Added
We remain subject to any current or future pricing mandates implemented outside of the United States, and it is possible that current or future pricing regulations may result in a material impact on our business and results of operations.
Added
This agreement, and any potential future agreements with government entities, by us or our competitors, could result in reduced prices and reimbursement for certain of our or competing products and may impact our cash flows and results of operations.
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In July 2025, the OBBBA was enacted which, among other things, aims to achieve efficiencies in U.S. federal government healthcare spending over the next decade, primarily within Medicaid. We are continuing to assess the full scope of this legislation and its potential commercial implications, and it is possible that these changes may impact our cash flows and results of operations.
Added
We participate in the 340B program, under which we must offer covered outpatient drugs to statutorily defined covered entities at no more than the 340B program “ceiling price”. The expanded utilization of the 340B program in recent years has negatively affected our revenues and profit margins.
Added
As a result, we may experience difficulties in forecasting our future performance and effectively communicating our strategy to investors.
Added
Additionally, in October 2025, the FDA issued new draft guidance to streamline the process of, and accelerate the timeline for, biosimilar development, including by minimizing the requirement for comparative clinical efficacy studies.
Added
The U.S. and other countries have recently imposed, and may continue to impose, new tariffs. While pharmaceuticals are largely exempt from the tariffs imposed in 2025, such exemptions may be terminated or may not apply to any future tariffs. In accordance with the U.S. Government Agreement, BMS will receive certain U.S. tariff relief until January 2029.
Added
We continue to evaluate the impacts of tariffs on our business and results of operations, and it is possible that such tariffs, or future tariffs, may result in a material impact on our business and results of operations.
Added
In addition, manufacturing processes for novel cell-based therapies, such as CAR-T cell therapies, and radiopharmaceutical therapeutics in development are still evolving, and our processes may be more complicated or more expensive than the approaches taken by our current and future competitors.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur 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 at least annually and oversees the Company’s information security and data protection programs.
Biggest changeThe CPO oversees privacy governance, compliance, and regulatory alignment, while the CISO provides technical and security oversight for data protection. 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.
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.
In particular, the Audit Committee receives periodic updates from the CISO, CPO, 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.
We maintain relationships with law enforcement, government agencies, forensic investigators, and legal counsel to inform our cybersecurity and data privacy programs. 35 While we and our third-party vendors are regularly subject to cybersecurity attacks and incidents, as of December 31, 2024 and through the date of this filing, we are not aware of any material cybersecurity incidents that have impacted the Company in the last three years.
We maintain relationships with law enforcement, government agencies, forensic investigators, and legal counsel to inform our cybersecurity and data privacy programs. 35 While we and our third-party vendors are regularly subject to cybersecurity attacks and incidents, as of December 31, 2025 and through the date of this filing, we are not aware of any material cybersecurity incidents that have impacted the Company in the last three years.
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.
After each such update, the Chair of the Audit Committee updates the full Board. The Board also receives similar cybersecurity and privacy updates directly from the CISO, CPO and other members of management at least annually, and as needed from time to time.
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.” 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.
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.” Governance The Company’s cybersecurity program is 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 CISO reports to the Chief Digital & Technology Officer, who in turn reports to the CEO. Collectively, our CISO and senior management team have extensive experience in information security and information technology risk management, including cybersecurity.
The CISO reports to the Chief Digital & Technology Officer, who in turn reports to the CEO. Collectively, our CISO and senior management team have extensive experience in information security and information technology risk management, including cybersecurity. Since 2018, our CISO has led our enterprise-wide cybersecurity risk management, strategy, policy, standards and processes.
Our CISO has led our enterprise-wide cybersecurity risk management, strategy, policy, standards and processes since 2018, and the information security team responsible for managing and implementing the Company’s cybersecurity and data privacy programs has many years of valuable business experience effectively addressing cybersecurity risks and developing related robust policies and procedures.
The information security team responsible for managing and implementing the Company’s cybersecurity program has many years of valuable business experience effectively addressing cybersecurity risks and developing related robust policies and procedures. The Company’s data privacy program is jointly managed by the Chief Privacy Officer (“CPO”) and the CISO.
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Our Audit Committee reviews, discusses with management at least annually and oversees the Company’s information security and data protection programs.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed3 unchanged
Biggest changeBusiness—Manufacturing and Quality Assurance.” Our significant manufacturing and R&D locations by geographic area were as follows at December 31, 2024: Manufacturing R&D United States 4 8 International 2 2 Total 6 10
Biggest changeBusiness—Manufacturing and Quality Assurance.” Our significant manufacturing and R&D locations by geographic area were as follows at December 31, 2025: Manufacturing R&D United States 4 7 International 4 1 Total 8 8

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeElkins Executive Vice President and Chief Financial Officer Member of the Leadership Team 56 2014 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 45 2015 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 Benjamin Hickey President, RayzeBio Organization Member of the Leadership Team 50 2014 to 2016 – Vice President, Commercial, Immuno-Oncology 2016 to 2018 – General Manager, UK & Ireland 2018 to 2020 – Senior Vice President, Chief Commercial Officer, Halozyme Therapeutics 2020 to 2024 – Chief Commercial Officer, Head of Business Development, Mirati Therapeutics 2024 to present – President, RayzeBio Organization, Bristol-Myers Squibb Company Samit Hirawat, M.D.
Biggest changeElkins Executive Vice President and Chief Financial Officer Member of the Leadership Team 57 2014 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, General Counsel and Chief Policy Officer Member of the Leadership Team 46 2015 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 2025 – Executive Vice President, Corporate Affairs 2025 to present - Executive Vice President, General Counsel and Chief Policy Officer Benjamin Hickey President, RayzeBio Organization Member of the Leadership Team 51 2014 to 2016 – Vice President, Commercial, Immuno-Oncology 2016 to 2018 – General Manager, UK & Ireland 2018 to 2020 – Senior Vice President, Chief Commercial Officer, Halozyme Therapeutics 2020 to 2024 – Chief Commercial Officer, Head of Business Development, Mirati Therapeutics 2024 to present – President, RayzeBio Organization, Bristol-Myers Squibb Company Lynelle Hoch President, Cell Therapy Organization Member of the Leadership Team 53 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 Phil Holzer Senior Vice President & Controller 50 2015 to 2018 – Chief Audit Officer 2018 to 2019 – Vice President & Head of Finance, Research & Development 2019 to 2021 – Senior Vice President, Enterprise Integration Management 2021 to 2024 – Senior Vice President, Finance, Tax & Treasury 2024 to present – Senior Vice President & Controller Adam Lenkowsky Executive Vice President, Chief Commercialization Officer Member of the Leadership Team 54 2016 to 2019 – Head of US Oncology 2019 to 2022 – Senior Vice President, General Manager of U.S.
Name and Current Position Age Employment History Christopher Boerner, Ph.D. Chair of the Board and Chief Executive Officer Member of the Leadership Team 54 2015 to 2017 – President and Head of U.S.
Name and Current Position Age Employment History Christopher Boerner, Ph.D. Chair of the Board and Chief Executive Officer Member of the Leadership Team 55 2015 to 2017 – President and Head of U.S.
Item 4. MINE SAFETY DISCLOSURES. Not applicable. 36 PART IA Information about our Executive Officers Listed below is information on our executive officers as of February 12, 2025.
Item 4. MINE SAFETY DISCLOSURES. Not applicable. PART IA Information about our Executive Officers Listed below is information on our executive officers as of February 11, 2026.
Executive Vice President, Chief Research Officer, Head of Research Member of the Leadership Team 54 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 People Officer Member of the Leadership Team 50 2017 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 People Officer Karin Shanahan Executive Vice President, Global Product Development & Supply Member of the Leadership Team 60 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 37 PART II
Executive Vice President, Chief Research Officer, Head of Research Member of the Leadership Team 55 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 People Officer Member of the Leadership Team 51 2017 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 People Officer Karin Shanahan Executive Vice President, Chief Supply Chain & Operations Member of the Leadership Team 61 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, Chief Supply Chain & Operations Officer 37 Name and Current Position Age Employment History Hiroshi Chris Shibutani, M.D.
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 64 2015 to present – Executive Vice President, General Counsel Greg Meyers Executive Vice President, Chief Digital and Technology Officer Member of the Leadership Team 52 2014 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 Medical Officer, Head of Development Member of the Leadership Team 57 2019 to 2020 – Senior Vice President, Head of Oncology Late Development, Astra Zeneca 2021 to 2025 – Chief Medical Officer, Oncology Chief Development Officer, AstraZeneca 2025 to present – Executive Vice President, Chief Medical Officer, Head of Development Greg Meyers Executive Vice President, Chief Digital and Technology Officer Member of the Leadership Team 53 2014 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.
Removed
Executive Vice President, Chief Medical Officer, Head of Development Member of the Leadership Team 56 2017 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 52 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 Phil Holzer Senior Vice President & Controller 49 2015 to 2018 – Chief Audit Officer 2018 to 2019 – Vice President & Head of Finance, Research & Development 2019 to 2021 – Senior Vice President, Enterprise Integration Management 2021 to 2024 – Senior Vice President, Finance, Tax & Treasury 2024 to present – Senior Vice President & Controller Adam Lenkowsky Executive Vice President, Chief Commercialization Officer Member of the Leadership Team 53 2016 to 2019 – Head of US Oncology 2019 to 2022 – Senior Vice President, General Manager of U.S.
Added
Oncology, Immunology & Cardiovascular 2022 to 2023 Senior Vice President, Head of Major Markets 2023 to present – Executive Vice President, Chief Commercialization Officer Cristian Massacesi, M.D.
Added
Executive Vice President, Chief Strategy Officer Member of the Leadership Team 62 2015 to 2020 – Senior Analyst, Managing Director, Biotechnology Equity Research, Cowen 2021 to 2025 – Senior Analyst, Managing Director, Pharmaceuticals & Biotechnology Equity Research, Goldman Sachs 2025 to present – Executive Vice President, Chief Strategy Officer Wendy Short Bartie Executive Vice President, Corporate Affairs Member of the Leadership Team 54 2021 to 2022 – Senior Vice President, U.S.
Added
Oncology 2022 to 2023 – Senior Vice President, Chief of Staff to the CEO 2023 to 2023 – Senior Vice President, General Manager, US Hematology and Cell Therapy 2024 to 2025 – Senior Vice President, U.S. Oncology and Hematology 2025 to 2025 – Senior Vice President, Oncology Commercialization 2025 to present – Executive Vice President, Corporate Affairs 38 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−0 removed1 unchanged
Biggest changeThe remaining share repurchase capacity under the program was $5.0 billion as of December 31, 2024. Refer to “Item 8. Financial Statements and Supplementary Data—Note 17. Equity” for information on the share repurchase program. Item 6. [RESERVED] 39
Biggest changeThe remaining share repurchase capacity under the program was $5.0 billion as of December 31, 2025. Our share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. Refer to “Item 8. Financial Statements and Supplementary Data—Note 17.
Equity Compensation Plan Information Information required by this item will be contained in our 2025 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.
Equity Compensation Plan Information Information required by this item will be contained in our 2026 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.
The graph assumes $100 investment on December 31, 2019 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, 2020, 2021, 2022, 2023 and 2024.
The graph assumes $100 investment on December 31, 2020 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, 2021, 2022, 2023, 2024 and 2025.
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.
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, Gilead, GlaxoSmithKline, Johnson & Johnson, Eli Lilly, Merck, Novartis, Pfizer, Regeneron, Roche and Sanofi.
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, 2025 was 29,685.
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, 2026 was 28,145.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. 2020 2021 2022 2023 2024 Bristol Myers Squibb $ 100.41 $ 103.30 $ 122.91 $ 90.77 $ 105.12 S&P 500 118.40 152.39 124.79 157.59 197.02 Peer Group 102.02 125.57 139.06 141.88 153.64 38 Issuer Purchases of Equity Securities The following table summarizes the surrenders of our equity securities during the three months ended December 31, 2024: 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, 2024 79,154 $ 53.57 — $ 5,014 November 1 to 30, 2024 28,401 54.41 — 5,014 December 1 to 31, 2024 27,385 58.28 — 5,014 Three months ended December 31, 2024 134,940 — (a) Includes shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. 2021 2022 2023 2024 2025 Bristol Myers Squibb $ 102.88 $ 122.41 $ 90.40 $ 104.69 $ 104.81 S&P 500 128.71 105.40 133.10 166.40 196.16 Peer Group 123.66 136.99 140.81 152.13 198.36 39 Issuer Purchases of Equity Securities The following table summarizes the surrenders of our equity securities during the three months ended December 31, 2025: Period Total Number of Shares Purchased (a) Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Programs (b) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (b) Dollars in millions, except per share data October 1 to 31, 2025 97,873 $ 45.82 — $ 5,014 November 1 to 30, 2025 15,315 46.09 — 5,014 December 1 to 31, 2025 64,152 50.30 — 5,014 Three months ended December 31, 2025 177,340 — (a) Includes shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of awards under our long-term incentive program.
(b) In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. 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.
(b) In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of our common stock. From time to time thereafter, the Board approved additional share repurchase authorizations totaling an amount of $25.0 billion, including the most recent authorization of $3.0 billion in December 2023.
Added
Equity” for information on the share repurchase program. Item 6. [RESERVED] 40

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 6. [Reserved] 39 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 73 Item 8. Financial Statements and Supplementary Data 75 Consolidated Statements of Earnings and Comprehensive (Loss)/Income 75 Consolidated Balance Sheets 76 Consolidated Statements of Cash Flows 77 Notes to the Financial Statements 78
Biggest changeItem 6. [Reserved] 40 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 71 Item 8. Financial Statements and Supplementary Data 73 Consolidated Statements of Earnings and Comprehensive Income/(Loss) 73 Consolidated Balance Sheets 74 Consolidated Statements of Cash Flows 75 Notes to the Financial Statements 76

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

139 edited+91 added−121 removed71 unchanged
Biggest changeWe expect to experience additional GTN pressures during the first quarter of 2025 as a result of Medicare Part D redesign, particularly for Eliquis and certain other products. 47 Total Revenues by Product: Year Ended December 31, Dollars in millions 2024 2023 % Change Growth Portfolio Opdivo $ 9,304 $ 9,009 3 % U.S. 5,350 5,246 2 % Non-U.S. 3,954 3,763 5 % Orencia 3,682 3,601 2 % U.S. 2,770 2,709 2 % Non-U.S. 912 892 2 % Yervoy 2,530 2,238 13 % U.S. 1,599 1,379 16 % Non-U.S. 931 859 8 % Reblozyl 1,773 1,008 76 % U.S. 1,444 804 80 % Non-U.S. 329 204 61 % Opdualag 928 627 48 % U.S. 870 615 41 % Non-U.S. 58 12 >200% Breyanzi 747 364 105 % U.S. 591 303 95 % Non-U.S. 156 61 156 % Camzyos 602 231 161 % U.S. 543 225 141 % Non-U.S. 59 6 >200% Zeposia 566 434 30 % U.S. 403 319 26 % Non-U.S. 163 115 42 % Abecma 406 472 (14) % U.S. 242 358 (32) % Non-U.S. 164 114 44 % Sotyktu 246 170 45 % U.S. 190 157 21 % Non-U.S. 56 13 >200% Krazati 126 — N/A U.S. 118 — N/A Non-U.S. 8 — N/A Augtyro 38 1 >200% U.S. 36 1 >200% Non-U.S. 2 — N/A 48 Year Ended December 31, Dollars in millions 2024 2023 % Change Growth Portfolio (cont.) Cobenfy 10 — N/A U.S. 10 — N/A Non-U.S. — — N/A Other Growth Products (a) 1,605 1,211 33 % U.S. 674 620 9 % Non-U.S. 931 591 58 % Total Growth Portfolio $ 22,563 $ 19,366 17 % U.S. 14,840 12,736 17 % Non-U.S. 7,723 6,630 16 % Legacy Portfolio Eliquis $ 13,333 $ 12,206 9 % U.S. 9,631 8,482 14 % Non-U.S. 3,702 3,724 (1) % Revlimid 5,773 6,097 (5) % U.S. 4,999 5,195 (4) % Non-U.S. 774 902 (14) % Pomalyst/Imnovid 3,545 3,441 3 % U.S. 2,695 2,339 15 % Non-U.S. 850 1,102 (23) % Sprycel 1,286 1,930 (33) % U.S. 983 1,422 (31) % Non-U.S. 303 508 (40) % Abraxane 875 1,004 (13) % U.S. 541 702 (23) % Non-U.S. 334 302 11 % Other Legacy Products (b) 925 962 (4) % U.S. 416 334 25 % Non-U.S. 509 628 (19) % Total Legacy Portfolio $ 25,737 $ 25,640 — % U.S. 19,265 18,474 4 % Non-U.S. 6,472 7,166 (10) % Total Revenues $ 48,300 $ 45,006 7 % U.S. 34,105 31,210 9 % Non-U.S. 14,195 13,796 3 % (a) Includes Onureg , Inrebic , Nulojix , Empliciti and royalty revenues.
Biggest changeMedicare Part D program and higher government channel mix, which has higher GTN adjustment percentages. 47 Total Revenues by Product: Year Ended December 31, Dollars in millions 2025 2024 % Change Growth Portfolio Opdivo $ 10,049 $ 9,304 8 % U.S. 5,904 5,350 10 % Non-U.S. 4,145 3,954 5 % Opdivo Qvantig 238 — N/A U.S. 205 — N/A Non-U.S. 33 — N/A Orencia 3,705 3,682 1 % U.S. 2,736 2,770 (1) % Non-U.S. 969 912 6 % Yervoy 2,900 2,530 15 % U.S. 1,825 1,599 14 % Non-U.S. 1,075 931 15 % Reblozyl 2,327 1,773 31 % U.S. 1,888 1,444 31 % Non-U.S. 438 329 33 % Breyanzi 1,358 747 82 % U.S. 994 591 68 % Non-U.S. 364 156 132 % Opdualag 1,185 928 28 % U.S. 1,045 870 20 % Non-U.S. 140 58 139 % Camzyos 1,068 602 77 % U.S. 863 543 59 % Non-U.S. 204 59 >200% Zeposia 577 566 2 % U.S. 392 403 (3) % Non-U.S. 186 163 14 % Abecma 427 406 5 % U.S. 208 242 (14) % Non-U.S. 219 164 34 % Sotyktu 291 246 19 % U.S. 182 190 (5) % Non-U.S. 110 56 99 % Krazati 205 126 62 % U.S. 192 118 63 % Non-U.S. 13 8 60 % Cobenfy 155 10 >200% U.S. 155 10 >200% Non-U.S. — — N/A 48 Year Ended December 31, Dollars in millions 2025 2024 % Change Growth Portfolio (cont.) Other Growth Products (a) 1,924 1,643 17 % U.S. 782 710 10 % Non-U.S. 1,142 933 22 % Total Growth Portfolio $ 26,409 $ 22,563 17 % U.S. 17,371 14,840 17 % Non-U.S. 9,038 7,723 17 % Legacy Portfolio Eliquis $ 14,443 $ 13,333 8 % U.S. 10,239 9,631 6 % Non-U.S. 4,205 3,702 14 % Revlimid 2,951 5,773 (49) % U.S. 2,535 4,999 (49) % Non-U.S. 416 774 (46) % Pomalyst/Imnovid 2,733 3,545 (23) % U.S. 2,341 2,695 (13) % Non-U.S. 391 850 (54) % Sprycel 493 1,286 (62) % U.S. 299 983 (70) % Non-U.S. 194 303 (36) % Abraxane 368 875 (58) % U.S. 116 541 (78) % Non-U.S. 251 334 (25) % Other Legacy Products (b) 798 925 (14) % U.S. 378 416 (9) % Non-U.S. 420 509 (17) % Total Legacy Portfolio $ 21,785 $ 25,737 (15) % U.S. 15,908 19,265 (17) % Non-U.S. 5,877 6,472 (9) % Total Revenues $ 48,194 $ 48,300 — % U.S. 33,279 34,105 (2) % Non-U.S.
These models required the use of the following significant estimates and assumptions among others: 65 • Identification of product candidates with sufficient substance requiring separate recognition; • Estimates of revenues and operating profits related to commercial products or product candidates; • Eligible patients, pricing and market share used in estimating future revenues; • Probability of success for unapproved product candidates and additional indications for commercial products; • Resources required to complete the development and approval of product candidates; • Timing of regulatory approvals and exclusivity; • Appropriate discount rate by products; • Market participant income tax rates; and • Allocation of expected synergies to products.
These models required the use of the following significant estimates and assumptions among others: • Identification of product candidates with sufficient substance requiring separate recognition; • Estimates of revenues and operating profits related to commercial products or product candidates; • Eligible patients, pricing and market share used in estimating future revenues; • Probability of success for unapproved product candidates and additional indications for commercial products; • Resources required to complete the development and approval of product candidates; • Timing of regulatory approvals and exclusivity; • Appropriate discount rate by products; • Market participant income tax rates; and • Allocation of expected synergies to products.
Financial Statements and Supplementary Data—Note 1. Accounting Policies and Recently Issued Accounting Standards—Contingencies,” “—Note 7. Income Taxes” and “—Note 20. Legal Proceedings and Contingencies.” Product and Pipeline Developments Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth.
Financial Statements and Supplementary Data—Note 1. Accounting Policies and Recently Issued Accounting Standards—Contingencies,” “—Note 7. Income Taxes” and “—Note 20. Legal Proceedings and Contingencies.” 65 Product and Pipeline Developments Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth.
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.” 40 Economic and Market Factors Governmental Actions As regulators continue to focus on prescription drugs, our products are facing increased pressures across the portfolio.
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 As regulators continue to focus on prescription drugs, our products are facing increased pressures across the portfolio.
Income Taxes.” 66 Contingencies In the normal course of business, we are subject to contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product and environmental liability, contractual claims and tax matters.
Income Taxes.” Contingencies In the normal course of business, we are subject to contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product and environmental liability, contractual claims and tax matters.
We believe the above-described procedures provide a reasonable basis to ensure compliance with the Consent. Critical Accounting Policies The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses.
We believe the above-described procedures provide a reasonable basis to ensure compliance with the Consent. 62 Critical Accounting Policies The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses.
Marketing, selling and administrative Marketing, selling and administrative expenses primarily include salary and benefit costs, third-party professional and marketing fees, outsourcing fees, shipping and handling costs, advertising and product promotion costs, as well as proportionate allocations of enterprise-wide costs. The allocations include facilities, information technology, and other appropriate costs.
Selling, general and administrative Selling, general and administrative expenses primarily include salary and benefit costs, third-party professional and marketing fees, outsourcing fees, shipping and handling costs, advertising and product promotion costs, as well as proportionate allocations of enterprise-wide costs. The allocations include facilities, information technology, and other appropriate costs.
Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence throughout the organization and strategically allocate capital for long-term growth and returns.
Our priorities are to focus on transformational medicines where we have a competitive advantage, drive operational excellence throughout the organization and strategically allocate capital for long-term growth and shareholder returns.
Excluding foreign exchange impacts, revenues increased 10%. • BMS is not aware of any Orencia biosimilars on the market in the U.S., EU or Japan. Formulation and additional patents expire in 2026 and beyond. Yervoy (ipilimumab) — a CTLA4 immune checkpoint inhibitor. Yervoy is a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma.
Excluding foreign exchange impacts, revenues increased 5%. • BMS is not aware of any Orencia biosimilars on the market in the U.S., EU or Japan. Formulation and additional patents expire in 2026 and beyond. Yervoy (ipilimumab) — a CTLA4 immune checkpoint inhibitor. Yervoy is a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma.
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 2024 Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows.
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 2025 Form 10-K to enhance the understanding of our results of operations, financial condition and cash flows.
We disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of December 31, 2024, for our U.S. distribution channels, and September 30, 2024, for our non-U.S. distribution channels.
We disclose products with levels of inventory in excess of one month on hand or expected demand, subject to certain limited exceptions. There were none as of December 31, 2025, for our U.S. distribution channels, and September 30, 2025, for our non-U.S. distribution channels.
No forward-looking statement can be guaranteed. We have included important factors in the cautionary statements included in this 2024 Form 10-K, particularly under “Item 1A. Risk Factors,” that we believe could cause actual results to differ materially from any forward-looking statement.
No forward-looking statement can be guaranteed. We have included important factors in the cautionary statements included in this 2025 Form 10-K, particularly under “Item 1A. Risk Factors,” that we believe could cause actual results to differ materially from any forward-looking statement.
Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this 2024 Form 10-K.
Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this 2025 Form 10-K.
As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business for the year ended December 31, 2024 is not available prior to the filing of this 2024 Form 10-K.
As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business for the year ended December 31, 2025 is not available prior to the filing of this 2025 Form 10-K.
The estimated amount of unpaid or unbilled rebates is presented as a liability. Rebates and discounts are offered to managed healthcare organizations in the U.S. managing prescription drug programs and Medicare Advantage prescription drug plans covering the Medicare Part D drug benefit.
The estimated amount of unpaid or unbilled rebates is presented as a liability. Rebates and discounts are offered to managed healthcare organizations in the U.S. managing prescription drug programs and Medicare Advantage prescription drug plans covering the Medicare Part D drug benefit. As a result of the redesign of the U.S.
Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this 2024 Form 10-K not to occur.
Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this 2025 Form 10-K not to occur.
These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions, alliances and other business development activities, the impact of any pandemic or epidemic on our operations and the development and commercialization of our products, potential laws and regulations to lower drug prices, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results.
These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our business development strategy and in relation to our ability to realize the projected benefits of our acquisitions, alliances and other business development activities, the impact of any pandemic or epidemic on our operations and the development and commercialization of our products, laws, agreements and regulations to lower drug prices, government actions relating to the imposition of new tariffs, market actions taken by private and government payers to manage drug utilization and contain costs, the expiration of patents or data protection on certain products, including assumptions about our ability to retain marketing exclusivity of certain products, and the outcome of contingencies such as legal proceedings and financial results.
NSCLC and Solid Tumor January 2025 Announced EC approval of Augtyro as a treatment for ROS1 TKI-naïve and –pre-treated adult patients with ROS1-positive advanced NSCLC and for the treatment of adult and pediatric patients 12 years of age and older with advanced solid tumors expressing a NTRK gene fusion, and who have received a prior NTRK inhibitor, or have not received a prior NTRK inhibitor and treatment options not targeting NTRK provide limited clinical benefit, or have been exhausted.
Augtyro NSCLC and Solid Tumor February 2025 Announced EC approval of Augtyro as a treatment for ROS1 TKI-naïve and –pre-treated adult patients with ROS1-positive advanced NSCLC and for the treatment of adult and pediatric patients 12 years of age and older with advanced solid tumors expressing a NTRK gene fusion, and who have received a prior NTRK inhibitor, or have not received a prior NTRK inhibitor and treatment options not targeting NTRK provided limited clinical benefit, or have been exhausted.
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. 44 Acquisitions, Divestitures, Licensing and Other Arrangements For detailed information on significant acquisitions, divestitures, collaborations, licensing and other arrangements during 2024 refer to “Item 8. Financial Statements and Supplementary Data —Note 3.
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. 45 Acquisitions, Divestitures, Licensing and Other Arrangements For detailed information on significant acquisitions, divestitures, collaborations, licensing and other arrangements during 2025 refer to “Item 8. Financial Statements and Supplementary Data —Note 3.
Refer to “—Product and Pipeline Developments” for all of the developments in our marketed products and late-stage pipeline in 2024 and in early 2025. 43 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.
Refer to “—Product and Pipeline Developments” for all of the developments in our marketed products and late-stage pipeline in 2025 and in early 2026. 44 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.
Payments generally are due and payable only upon achievement of certain developmental and regulatory milestones for which the specific timing cannot be predicted. Certain agreements also provide for sales-based milestones aggregating to $16.2 billion that we would be obligated to pay upon achievement of certain sales levels in addition to royalties.
Payments generally are due and payable only upon achievement of certain developmental and regulatory milestones for which the specific timing cannot be predicted. Certain agreements also provide for sales-based milestones aggregating to $21.5 billion that we would be obligated to pay upon achievement of certain sales levels in addition to royalties.
In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which account for approximately 85% of total gross sales of U.S. products for the year ended December 31, 2024.
In the U.S., we generally determine our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers, which account for approximately 87% of total gross sales of U.S. products for the year ended December 31, 2025.
Capital Expenditures Annual capital expenditures were approximately $1.2 billion in 2024, $1.1 billion in 2023 and 2022 and are expected to be approximately $1.5 billion in 2025. We continue to make capital expenditures in connection with the expansion of our cell therapy and other manufacturing capabilities, research and development and other facility-related activities.
Capital Expenditures Annual capital expenditures were approximately $1.3 billion in 2025, $1.2 billion in 2024 and $1.1 billion in 2023 and are expected to be approximately $1.3 billion in 2026. We continue to make capital expenditures in connection with the expansion of our cell therapy and other manufacturing capabilities, research and development and other facility-related activities.
We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. We previously announced a strategic productivity initiative to accelerate the delivery of medicines to patients by evolving and streamlining our enterprise operating model in key areas such as R&D, manufacturing, commercial and other functions.
We remain committed to the strategic allocation of resources and investing in areas that maximize value and drive sustainable growth. As previously announced, our ongoing strategic productivity initiative includes acceleration of the delivery of medicines to patients by evolving and streamlining our enterprise operating model in key areas such as R&D, manufacturing, commercial and other functions.
Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on February 6, 2025 and are incorporated herein by reference.
Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are included in Exhibit 99.1 to our Form 8-K filed on February 5, 2026 and are incorporated herein by reference.
These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which can negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility.
These pressures have resulted in lower prices, lower reimbursement rates and smaller populations for whom payers will reimburse, which have negatively impacted, and may continue to negatively impact our results of operations (including intangible asset impairment charges), operating cash flow, liquidity and financial flexibility.
Excluding foreign exchange impact, revenues decreased 36%. • In the U.S. (September 2024) and EU, generic dasatinib products have entered the market.
Excluding foreign exchange impact, revenues decreased 35%. • In the U.S. (September 2024), EU and Japan, generic dasatinib products have entered the market.
Krazati (adagrasib) — a highly selective and potent oral small-molecule inhibitor of the KRAS G12C mutation, indicated for the treatment of adult patients with KRAS G12C -mutated locally advanced or metastatic NSCLC, as determined by an FDA-approved test, who have received at least one prior systemic therapy and, in combination with cetuximab, for the treatment of adult patients with KRAS G12C -mutated locally advanced or metastatic CRC, as determined by an FDA-approved test, who have received prior treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy.
Excluding foreign exchange impacts, revenues increased 95%. 51 Krazati (adagrasib) — a highly selective and potent oral small-molecule inhibitor of the KRAS G12C mutation, indicated for the treatment of adult patients with KRAS G12C -mutated locally advanced or metastatic NSCLC, as determined by an FDA-approved test, who have received at least one prior systemic therapy and, in combination with cetuximab, for the treatment of adult patients with KRAS G12C -mutated locally advanced or metastatic CRC, as determined by an FDA-approved test, who have received prior treatment with fluoropyrimidine-, oxaliplatin-, and irinotecan-based chemotherapy.
Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) costs of acquiring a priority review voucher, (vii) divestiture gains or losses, (viii) stock compensation resulting from acquisition-related equity awards, (ix) pension, legal and other contractual settlement charges, (x) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnership equity method investments), (xi) income resulting from the change in control of the Nimbus TYK2 Program and (xii) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items.
Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including (i) amortization of acquired intangible assets, including product rights that generate a significant portion of our ongoing revenue and will recur until the intangible assets are fully amortized, (ii) unwinding of inventory purchase price adjustments, (iii) acquisition and integration expenses, (iv) restructuring costs, (v) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (vi) divestiture gains or losses, (vii) stock compensation resulting from acquisition-related equity awards, (viii) pension, legal and other contractual settlement charges, (ix) equity investment and contingent value rights fair value adjustments (including fair value adjustments attributed to limited partnerships and other investments), (x) loss on debt redemptions, and (xi) amortization of fair value adjustments of debt acquired from Celgene in our 2019 exchange offer, among other items.
We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations.
We continue to evaluate the impact of the IRA on our results of operations, and it is possible that these changes may result in a material impact on our business and results of operations. In December 2025, we announced the U.S.
The non-U.S. programs include several different pricing schemes such as cost caps, volume discounts, outcome-based pricing schemes and pricing claw-backs that are based on sales of individual companies or an aggregation of all companies participating in a specific market. The estimated amount of unpaid or unbilled rebates and discounts is presented as a liability.
The non-U.S. programs include several different pricing schemes such as cost caps, volume discounts, outcome-based pricing schemes and pricing claw-backs that are based on sales of individual companies or an aggregation of all companies participating in a specific market.
May 2024 Announced FDA accelerated approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL who have received at least two prior lines of systemic therapy. This accelerated approval is based on results from the Phase II TRANSCEND FL study.
MZL December 2025 Announced FDA approval of Breyanzi for the treatment of adult patients with relapsed or refractory MZL who have received at least two prior lines of systemic therapy. This approval of Breyanzi is based on results from the MZL cohort in the Phase II TRANSCEND FL study.
No single country outside the U.S. contributed more than 10% of total revenues in 2024 and 2023. Our business is typically not seasonal; however, in the first quarter we typically see an unwinding of sales channel inventory build-up from the fourth quarter of the prior year.
Excluding the impacts of foreign exchange, international revenues increased 3%. No single country outside the U.S. contributed more than 10% of total revenues in 2025 and 2024. Our business is typically not seasonal; however, in the first quarter we typically see an unwinding of sales channel inventory build-up from the fourth quarter of the prior year.
The policy also requires that investments are only entered into with corporate and financial institutions that meet high credit quality standards. Refer to “Item 8. Financial Statements and Supplementary Data—Note 10. Financing Arrangements” for further information.
The policy also requires that investments are only entered into with corporate and financial institutions that meet high credit quality standards. Refer to “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements” for further information.
We are committed to an aggregate $17.2 billion of potential contingent future research and development milestone payments to third parties for in-licensing, asset acquisitions and development programs including early-stage milestones of $5.8 billion (milestones achieved through Phase III clinical studies) and late-stage milestones of $11.4 billion (milestones achieved post Phase III clinical studies).
We are committed to an aggregate $18.3 billion of potential contingent future research and development milestone payments to third parties for in-licensing, asset acquisitions and development programs including early-stage milestones of $9.6 billion (milestones achieved through Phase III clinical studies) and late-stage milestones of $8.7 billion (milestones achieved post Phase III clinical studies).
These procedures include a governance process to escalate to appropriate management levels potential questions or concerns regarding compliance with the policy and timely resolution of such questions or concerns.
These procedures include a governance process to escalate to appropriate management levels potential questions or concerns regarding compliance with the policy and timely resolution of such questions or concerns. In addition, compliance with the policy is monitored on a regular basis.
The estimated amount of unpaid or unbilled rebates and discounts is presented as a liability. 64 Other rebates, returns, discounts and adjustments Other GTN sales adjustments include sales returns and all other programs based on applicable laws and regulations for individual non-U.S. countries as well as rebates offered to managed healthcare organizations in the U.S. to a lesser extent.
Other rebates, returns, discounts and adjustments Other GTN sales adjustments include sales returns and all other programs based on applicable laws and regulations for individual non-U.S. countries as well as rebates offered to managed healthcare organizations in the U.S. to a lesser extent.
Estimated returns for established products are determined after considering historical experience and other factors including levels of inventory in the distribution channel, estimated shelf life, product recalls, product discontinuances, price changes of competitive products, introductions of generic products, introductions of competitive new products and lower demand following the loss of market exclusivity.
The estimated amount of unpaid or unbilled rebates and discounts is presented as a liability. 63 Estimated returns for established products are determined after considering historical experience and other factors including levels of inventory in the distribution channel, estimated shelf life, product recalls, product discontinuances, price changes of competitive products, introductions of generic products, introductions of competitive new products and lower demand following the loss of market exclusivity.
Under the current terms of the DSAs, our wholesaler customers provide us with weekly information with respect to months on hand product-level inventories and the amount of out-movement of products. The three largest wholesalers currently account for approximately 85% of our gross U.S. revenues.
We maintain DSAs with our U.S. pharmaceutical wholesalers and specialty distributors, which account for approximately 97% of our gross U.S. revenues. Under the current terms of the DSAs, our wholesaler customers provide us with weekly information with respect to months on hand product-level inventories and the amount of out-movement of products.
Our investment portfolio includes marketable debt securities, which are subject to changes in fair value as a result of interest rate fluctuations and other market factors. Our investment policy establishes limits on the amount and time to maturity of investments with any institution.
During 2024, we issued and repaid $3.0 billion of commercial paper under the program. Our investment portfolio includes marketable debt securities, which are subject to changes in fair value as a result of interest rate fluctuations and other market factors. Our investment policy establishes limits on the amount and time to maturity of investments with any institution.
Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in (i) adult patients with transfusion dependent and non-transfusion dependent beta thalassemia who require regular red blood cell transfusions, (ii) adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require red blood cell transfusions, as well as (iii) adult patients without previous erythropoiesis stimulating agent use (ESA-naïve) with very low- to intermediate-risk MDS who may require regular red blood cell transfusions, regardless of RS status. • U.S. revenues increased 80% in 2024 primarily due to higher demand. • International revenues increased 61% in 2024 primarily due to higher demand, partially offset by foreign exchange impacts of 4%.
Reblozyl (luspatercept-aamt) — an erythroid maturation agent indicated for the treatment of anemia in (i) adult patients with transfusion dependent and non-transfusion dependent beta thalassemia who require regular red blood cell transfusions, (ii) adult patients with very low- to intermediate-risk MDS who have ring sideroblasts and require red blood cell transfusions, as well as (iii) adult patients without previous erythropoiesis stimulating agent use (ESA-naïve) with very low- to intermediate-risk MDS who may require regular red blood cell transfusions, regardless of RS status.
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. • U.S. revenues increased 2% in 2024 primarily due to higher average net selling prices, partially offset by lower demand. • International revenues increased 5% in 2024 primarily due to higher demand for core indications and additional indication launches and higher average net selling prices, partially offset by foreign exchange impact of 9%.
The Opdivo + Yervoy regimen also is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC, HCC and various gastric and esophageal cancers. • U.S. revenues increased 10% in 2025, primarily due to higher demand and higher average net selling prices. • International revenues increased 5% in 2025, primarily due to higher demand for additional indication launches and foreign exchange impacts of 1%.
Acquisitions, Divestitures, Licensing and Other Arrangements” for further information. • Provision for restructuring includes exit and other costs primarily related to certain restructuring activities including plans discussed further in “Item 8. Financial Statements and Supplementary Data—Note 6.
Refer to “Item 8. Financial Statements and Supplementary Data—Note 4. Acquisitions, Divestitures, Licensing and Other Arrangements” for more information. • Investment income increased in 2025 due to higher cash balances. • Provision for restructuring includes exit and other costs primarily related to certain restructuring activities including plans discussed further in “Item 8. Financial Statements and Supplementary Data—Note 6.
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. • U.S. revenues decreased 32% in 2024 primarily due to increased competition in BCMA targeted therapies. • International revenues increased 44% in 2024 due to higher demand partially offset by foreign exchange of 3%.
Abecma (idecabtagene vicleucel) — is a BCMA genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory multiple myeloma after two or more prior lines of therapy, including an immunomodulatory agent, a proteasome inhibitor, and an anti-cyclic ADP ribose hydrolase monoclonal antibody. • U.S. revenues decreased 14% in 2025, primarily due to lower demand from increased competition in BCMA targeted therapies. • International revenues increased 34% in 2025, primarily due to a one-time favorable GTN adjustment in 2025 and foreign exchange impacts of 4%.
As of December 31, 2024, we had a five-year $5.0 billion revolving credit facility expiring in January 2029, which is extendable annually by one year with the consent of the lenders. In January 2025, we extended the credit facility to January 2030.
As of December 31, 2025, we had a five-year $5.0 billion revolving credit facility expiring in January 2030, extendable annually by one year with the consent of the lenders. In January 2026, we extended the credit facility to January 2031. In February 2024, BMS entered into a $2.0 billion 364-day revolving credit facility, which expired in January 2025.
Cash Flows The following is a discussion of cash flow activities: Year Ended December 31, Dollars in millions 2024 2023 Cash flow provided by/(used in): Operating activities $ 15,190 $ 13,860 Investing activities (21,352) (2,295) Financing activities 5,127 (9,416) 62 Operating Activities Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities.
Cash Flows The following is a discussion of cash flow activities: Year Ended December 31, Dollars in millions 2025 2024 Cash flow provided by/(used in): Operating activities $ 14,156 $ 15,190 Investing activities (4,132) (21,352) Financing activities (10,348) 5,127 Operating Activities Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities.
We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results.
We also provide international revenues for our priority products excluding the impact of foreign exchange. We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results.
We are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future. We have established a foundation in IO with Opdivo , Yervoy and Opdualag and received FDA approval for Opdivo Qvantig in December 2024 for multiple indications at launch.
We are driving commercial execution in our key first-in-class and/or best-in-class marketed products, where we continue to expand and see potential for further expansion into the future. We have established a strong foundation in IO with Opdivo , Yervoy and Opdualag, and have expanded our leadership in the area with the addition of Opdivo Qvantig .
Sotyktu (deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy. • U.S. revenues increased 21% in 2024 primarily due to higher demand, partially offset by comparator sales for use in clinical trials during the second half of 2023 and lower average net selling prices.
Sotyktu (deucravacitinib) — an oral, selective, allosteric tyrosine kinase 2 inhibitor indicated for the treatment of adults with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy. • U.S. revenues decreased 5% in 2025, primarily due to lower average net selling prices, partially offset by higher demand. • International revenues increased 99% in 2025, primarily due to higher demand and foreign exchange impacts of 3%.
In the EU and Japan, generic lenalidomide products have entered the market. Pomalyst/Imnovid (pomalidomide) — a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets.
Pomalyst/Imnovid (pomalidomide) — a proprietary, distinct, small molecule that is administered orally and modulates the immune system and other biologically important targets.
We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to certain limited exceptions, in our next quarterly report on Form 10-Q. 54 Expenses Year Ended December 31, Dollar in Millions 2024 2023 % Change Cost of products sold (a) $ 13,968 $ 10,693 31 % Marketing, selling and administrative 8,414 7,772 8 % Research and development 11,159 9,299 20 % Acquired IPRD 13,373 913 >200% Amortization of acquired intangible assets 8,872 9,047 (2) % Other (income)/expense, net 893 (1,158) (177) % Total Expenses $ 56,679 $ 36,566 55 % (a) Excludes amortization of acquired intangible assets.
We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to certain limited exceptions, in our next quarterly report on Form 10-Q. 53 Expenses Year Ended December 31, Dollar in Millions 2025 2024 % Change Cost of products sold (a) $ 13,936 $ 13,968 — % Selling, general and administrative 7,267 8,414 (14) % Research and development 9,951 11,159 (11) % Acquired IPRD 3,721 13,373 (72) % Amortization of acquired intangible assets 3,317 8,872 (63) % Other (income)/expense, net 674 893 (24) % Total Expenses $ 38,866 $ 56,679 (31) % (a) Excludes amortization of acquired intangible assets.
(b) Includes amortization of purchase price adjustments to Celgene debt. 59 The reconciliations from GAAP to Non-GAAP were as follows: Year Ended December 31, Dollars in millions, except per share data 2024 2023 Net (loss)/earnings attributable to BMS GAAP $ (8,948) $ 8,025 Specified Items 11,288 7,573 Non-GAAP $ 2,340 $ 15,598 Weighted-average common shares outstanding – diluted – GAAP 2,027 2,078 Incremental shares attributable to share-based compensation plans 5 — Weighted-average common shares outstanding – diluted – Non-GAAP 2,032 2,078 Diluted (loss)/earnings per share attributable to BMS GAAP $ (4.41) $ 3.86 Specified items 5.56 3.65 Non-GAAP $ 1.15 $ 7.51 60 Financial Position, Liquidity and Capital Resources Our net debt position was as follows: December 31, Dollars in millions 2024 2023 Cash and cash equivalents $ 10,346 $ 11,464 Marketable debt securities – current 513 816 Marketable debt securities – non-current 320 364 Total cash, cash equivalents and marketable debt securities 11,179 12,644 Short-term debt obligations (2,046) (3,119) Long-term debt (47,603) (36,653) Net debt position $ (38,470) $ (27,128) Liquidity and Capital Resources We regularly assess our anticipated working capital needs, debt and leverage ratio levels, debt maturities, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions.
(b) Includes changes to tax reserves during 2025 related to certain matters under IRS audit and the release of tax reserves related to the resolution of the Celgene 2017-2019 IRS audit in 2024. 58 The reconciliations from GAAP to Non-GAAP were as follows: Year Ended December 31, Dollars in millions, except per share data 2025 2024 Net earnings/(loss) attributable to BMS GAAP $ 7,054 $ (8,948) Specified Items 5,491 11,288 Non-GAAP $ 12,545 $ 2,340 Weighted-average common shares outstanding – diluted – GAAP 2,039 2,027 Incremental shares attributable to share-based compensation plans — 5 Weighted-average common shares outstanding – diluted – Non-GAAP 2,039 2,032 Diluted earnings/(loss) per share attributable to BMS GAAP $ 3.46 $ (4.41) Specified items 2.69 5.56 Non-GAAP $ 6.15 $ 1.15 Financial Position, Liquidity and Capital Resources Our net debt position was as follows: December 31, Dollars in millions 2025 2024 Cash and cash equivalents $ 10,209 $ 10,346 Marketable debt securities – current 464 513 Marketable debt securities – non-current 396 320 Total cash, cash equivalents and marketable debt securities 11,069 11,179 Short-term debt obligations (2,261) (2,046) Long-term debt (42,850) (47,603) Net debt position $ (34,043) $ (38,470) Liquidity and Capital Resources We regularly assess our anticipated working capital needs, debt and leverage ratio levels, debt maturities, capital expenditure requirements, dividend payouts, potential share repurchases and future investments or acquisitions in order to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions.
Refer to "Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements" for more information. • Other in 2024 includes pension settlement charges of $119 million, related to the termination of the Bristol-Myers Squibb Puerto Rico, Inc. Retirement Income pension plan.
Financial Instruments and Fair Value Measurements" for more information. • Integration expenses include initiatives to realize expected cost synergies from acquisitions. Refer to "Item 8. Financial Statements and Supplementary Data—Note 6. Restructuring" for more information. • Other in 2024 includes pension settlement charges of $119 million, related to the termination of the Bristol-Myers Squibb Puerto Rico, Inc.
At the state level, multiple states have passed, are pursuing or are considering government action via legislation or regulations to change drug pricing and reimbursement (e.g., establishing prescription drug affordability boards, implementing manufacturer mandates tied to the Federal Public Health Service Act drug pricing program, etc.).
It is possible that such regulations may result in a material impact on our business and results of operations. 42 At the state level, multiple states have passed, are pursuing or are considering government action via legislation or regulations to change drug pricing and reimbursement (e.g., establishing prescription drug affordability boards, implementing manufacturer mandates tied to the Federal Public Health Service Act drug pricing program, etc.).
Accounting Policies and Recently Issued Accounting Standards.” SEC Consent Order As previously disclosed, on August 4, 2004, we entered into a final settlement with the SEC, concluding an investigation concerning certain wholesaler inventory and accounting matters.
Financing Arrangements” for more information. Recently Issued Accounting Standards For recently issued accounting standards, refer to “Item 8. Financial Statements and Supplementary Data—Note 1. Accounting Policies and Recently Issued Accounting Standards.” SEC Consent Order As previously disclosed, on August 4, 2004, we entered into a final settlement with the SEC, concluding an investigation concerning certain wholesaler inventory and accounting matters.
Zeposia (ozanimod) — an oral im munomodulatory drug used to treat relapsing forms of MS, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults. • U.S. revenues increased 26% in 2024 primarily due to higher demand, partially offset by lower average net selling prices. • International revenues increased 42% in 2024 primarily due to higher demand.
Zeposia (ozanimod) — an oral im munomodulatory drug used to treat relapsing forms of MS, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults and to treat moderately to severely active UC in adults. • U.S. revenues decreased 3% in 2025, primarily due to lower demand. • International revenues increased 14% in 2025, primarily due to higher demand and foreign exchange impacts of 4%.
Equity” for additional information. Dividend payments were $4.9 billion in 2024 and $4.7 billion in 2023. Dividend paid per common share was $0.60 during each quarter of 2024. Dividends are authorized on a quarterly basis by our Board of Directors.
Refer to “Item 8. Financial Statements and Supplementary Data—Note 17. Equity” for additional information. Dividend payments were $5.0 billion in 2025 and $4.9 billion in 2024. Dividend paid per common share was $0.62 during each quarter of 2025. Dividends are authorized on a quarterly basis by our Board of Directors.
Excluding the impact of specified items, the effective tax rate was impacted by the aforementioned Karuna non-tax deductible charge and jurisdictional earnings mix.
Excluding the impact of specified items, the effective tax rate was impacted by the aforementioned Karuna non-tax deductible charge and jurisdictional earnings mix. Refer to “Item 8. Financial Statements and Supplementary Data—Note 7.
The inventory information received from our wholesalers, together with our internal information, is used to estimate months on hand product level inventories at these wholesalers. We estimate months on hand product inventory levels for our U.S. business’s wholesaler customers other than the three largest wholesalers by extrapolating from the months on hand calculated for the three largest wholesalers.
We estimate months on hand product inventory levels for our U.S. business’s wholesaler customers other than the three largest wholesalers by extrapolating from the months on hand calculated for the three largest wholesalers.
Investing Activities Cash requirements from investing activities include cash used for acquisitions, manufacturing and facility-related capital expenditures and purchases of marketable securities with original maturities greater than 90 days at the time of purchase, proceeds from business divestitures (including royalties), the sale and maturity of marketable securities, sale of equity investments, as well as upfront and contingent milestones payments from licensing arrangements.
Investing Activities Cash requirements from investing activities include cash used for acquisitions, manufacturing and facility-related capital expenditures and purchases of marketable securities with original maturities greater than 90 days at the time of purchase, proceeds from business divestitures (including royalties), the sale and maturity of marketable securities, sale of equity investments, as well as upfront and contingent milestones payments from licensing arrangements. 61 The $17.2 billion change in cash flow used in investing activities compared to 2024 was due to higher acquisition-related payments of $17.9 billion in 2024, partially offset by lower net proceeds from marketable debt securities and equity investments of $566 million in 2025.
Impairment and Amortization of Long-lived Assets, including Goodwill and Other Intangible Assets Long-lived assets include intangible assets and property, plant and equipment and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable or at least annually for Goodwill and IPRD.
We believe the fair value used to record intangible assets acquired are based upon reasonable estimates and assumptions considering the facts and circumstances as of the acquisition date. 64 Impairment and Amortization of Long-lived Assets, including Goodwill and Other Intangible Assets Long-lived assets include intangible assets and property, plant and equipment and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable or at least annually for Goodwill and IPRD.
We believe that our existing cash, cash equivalents and marketable debt securities together with cash generated from operations in the next few years, and, if required, from the issuance of commercial paper, will be sufficient to satisfy our anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, repurchase of common stock, and debt maturities of approximately $14.0 billion through 2029, as well as any debt repurchases through redemptions or tender offers.
We believe that our existing cash, cash equivalents and marketable debt securities together with our ability to generate cash from operations and our access to short-term and long-term borrowings are sufficient to satisfy our existing and anticipated cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital, income taxes, restructuring initiatives, business development, business combinations, asset acquisitions, repurchase of common stock, and debt maturities of approximately $8.9 billion through 2030, as well as any debt repurchases through redemptions or tender offers.
The Opdivo + Yervoy regimen is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC and esophageal cancer. • U.S. revenues increased 16% in 2024 primarily due to higher demand and higher average net selling prices. • International revenues increased 8% in 2024 primarily due to higher demand as a result of additional indication launches and core indications, partially offset by foreign exchange impacts of 7%.
The Opdivo + Yervoy regimen is approved in multiple markets for the treatment of NSCLC, melanoma, MPM, RCC, CRC, HCC and esophageal cancer. • U.S. revenues increased 14% in 2025, primarily due to higher demand and higher average net selling prices. • International revenues increased 15% in 2025, primarily due to higher demand and foreign exchange impacts of 2%.
Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates.
Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates, as well as certain other significant tax items are also excluded such as the release of income tax reserves relating to the Celgene acquisition.
The reductions to provisions in both years were driven by the non-U.S. revisions in clawback amounts driven by 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.
The reductions to provisions in 2025 primarily related to lower than expected Medicaid utilization, and the reductions to provisions in 2024 primarily related to the non-U.S. revisions in clawback amounts driven by 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.
Income Taxes Year Ended December 31, Dollars in millions 2024 2023 (Loss)/Earnings before income taxes $ (8,379) $ 8,440 Income tax provision 554 400 Effective tax rate (6.6) % 4.7 % Impact of specified items 63.4 % 10.0 % Effective tax rate excluding specified items 56.8 % 14.7 % The effective tax rate for 2024 was primarily impacted by (i) a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna, (ii) jurisdictional earnings mix, including amortization of acquired intangible assets, (iii) impacts of impairments of intangible assets, and (iv) a release of income tax reserves of $644 million related to the resolution of Celgene's 2017-2019 IRS audit.
The effective tax rate for 2024 was primarily impacted by (i) a $12.1 billion one-time, non-tax deductible charge for the acquisition of Karuna, (ii) jurisdictional earnings mix, including amortization of acquired intangible assets, (iii) impacts of impairments of intangible assets, and (iv) a release of income tax reserves of $644 million related to the resolution of Celgene's 2017-2019 IRS audit.
Breyanzi August 2024 Japan's Ministry of Health, Labour and Welfare approval of Breyanzi for the treatment of relapsed or refractory FL after one prior line of systemic therapy in patients with high-risk FL and after two or more lines of systemic therapy.
Camzyos March 2025 Japan’s Ministry of Health Labour and Welfare approval of Camzyos for the treatment of oHCM. Breyanzi March 2025 EC approval of Breyanzi for the treatment of adult patients with relapsed or refractory FL after two or more lines of systemic therapy.
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 millions Charge-Backs and Cash Discounts Medicaid and Medicare Rebates Other Rebates, Returns, Discounts and Adjustments Total Balance at January 1, 2024 $ 646 $ 4,445 $ 3,237 $ 8,328 Provision related to sales made in: Current period 11,518 16,642 8,892 37,052 Prior period (8) (91) (60) (159) Payments and returns (11,254) (15,612) (8,287) (35,153) Foreign currency translation and other (2) 1 (146) (147) Balance at December 31, 2024 $ 900 $ 5,385 $ 3,636 $ 9,921 46 The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows: Year Ended December 31, Dollars in millions 2024 2023 % Change Gross product sales $ 83,671 $ 73,679 14 % GTN Adjustments Charge-backs and cash discounts (11,510) (9,144) 26 % Medicaid and Medicare rebates (16,551) (13,411) 23 % Other rebates, returns, discounts and adjustments (8,832) (7,346) 20 % Total GTN Adjustments (36,893) (29,901) 23 % Net product sales $ 46,778 $ 43,778 7 % GTN adjustments percentage 44 % 40 % 4 % U.S. 49 % 46 % 3 % Non-U.S. 20 % 19 % 1 % Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $159 million for 2024 and $134 million for 2023.
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 millions Charge-Backs and Cash Discounts Medicaid and Medicare Rebates Other Rebates, Returns, Discounts and Adjustments Total Balance at January 1, 2025 $ 900 $ 5,385 $ 3,636 $ 9,921 Provision related to sales made in: Current period 14,069 18,351 9,394 41,814 Prior period (2) (342) (141) (485) Payments and returns (13,251) (18,752) (8,951) (40,954) Foreign currency translation and other 4 — 264 268 Balance at December 31, 2025 $ 1,720 $ 4,643 $ 4,202 $ 10,565 46 The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows: Year Ended December 31, Dollars in millions 2025 2024 % Change Gross product sales $ 88,085 $ 83,671 5 % GTN Adjustments Charge-backs and cash discounts (14,067) (11,510) 22 % Medicaid and Medicare rebates (18,010) (16,551) 9 % Other rebates, returns, discounts and adjustments (9,253) (8,832) 5 % Total GTN Adjustments (41,329) (36,893) 12 % Net product sales $ 46,756 $ 46,778 — % GTN adjustments percentage 47 % 44 % 3 % U.S. 53 % 49 % 4 % Non-U.S. 19 % 20 % (1) % Reductions/(increases) to provisions for product sales made in prior periods resulting from changes in estimates were $485 million for 2025 and $159 million for 2024.
The assessment of whether or not a valuation allowance is required often requires significant judgment including long-range forecasts of future taxable income and evaluation of tax planning initiatives. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made.
Income Taxes Valuation allowances are recognized to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment including long-range forecasts of future taxable income and evaluation of tax planning initiatives.
These rules and associated legislative changes may significantly impact our tax provision and results of operations. 57 Non-GAAP Financial Measures Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis.
Income Taxes” for additional information. 56 Non-GAAP Financial Measures Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis.
It has indications for (i) reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA and (ii) for the treatment of aGVHD, in combination with a calcineurin inhibitor and methotrexate. • U.S. revenues increased 2% in 2024 primarily due to higher demand, partially offset by lower average net selling prices. • International revenues increased 2% in 2024 primarily due to higher demand, partially offset by foreign exchange impact of 8%.
Orencia (abatacept) — a fusion protein indicated for (i) the treatment of adult patients with moderately to severely active RA, (ii) the treatment of patients 2 years of age and older with moderately to severely active polyarticular JIA, (iii) the treatment of patients 2 years of age and older with active PsA and (iv) the prophylaxis of aGVHD, in combination with a calcineurin inhibitor and methotrexate in certain adult and pediatric patients. • U.S. revenues decreased 1% in 2025, primarily due to lower average net selling prices, partially offset by higher demand. • International revenues increased 6% in 2025, primarily due to higher demand and foreign exchange impacts of 1%.
Opdualag (nivolumab and relatlimab-rmbw) — a combination of nivolumab, a PD-1 blocking antibody, and relatlimab, a LAG-3 blocking antibody, indicated for the treatment of adult and pediatric patients 12 years of age or older with unresectable or metastatic melanoma. • U.S. revenues increased 41% in 2024 primarily due to higher demand. 50 Breyanzi (lisocabtagene maraleucel) — a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory CLL or SLL, and relapsed or refractory MCL in patients who have received at least two prior lines of systemic therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 inhibitor. • U.S. revenues increased 95% in 2024 primarily due to higher demand enabled by expanded manufacturing capacity, new indication launches and higher average net selling prices. • International revenues increased 156% in 2024 primarily due to higher demand, partially offset by foreign exchange of 6%.
Excluding foreign exchange impacts, revenues increased 30%. 50 Breyanzi (lisocabtagene maraleucel) — a CD19-directed genetically modified autologous CAR-T cell therapy indicated for the treatment of adult patients with relapsed or refractory LBCL after one or more lines of systemic therapy, including DLBCL not otherwise specified, high-grade B-cell lymphoma, primary mediastinal LBCL, grade 3B FL and relapsed or refractory FL after at least two prior lines of systemic therapy, relapsed or refractory CLL or SLL; relapsed or refractory MCL in patients who have received at least two prior lines of systemic therapy, including a Bruton tyrosine kinase inhibitor and a B-cell lymphoma 2 inhibitor; and relapsed or refractory MZL after at least two prior lines of systemic therapy. • U.S. revenues increased 68% in 2025, primarily due to higher demand for core indications and additional indication launches. • International revenues increased 132% in 2025, primarily due to higher demand driven by new indication launches and launches in new markets as well as foreign exchange impacts of 8%.
The overall safety profile of Sotyktu through 16 weeks of treatment in both trials was consistent with the established safety profile of Sotyktu observed in a Phase II PsA clinical trial and Phase III moderate-to-severe plaque psoriasis clinical trials.
The overall safety profile of Sotyktu through 16 weeks of treatment was consistent with what has been reported throughout the clinical trial programs for Sotyktu , including the Phase III POETYK PsA-2 and the Phase III moderate-to-severe plaque psoriasis clinical trials.
We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. 58 Specified items were as follows: Year Ended December 31, Dollars in millions 2024 2023 Inventory purchase price accounting adjustments $ 47 $ 84 Intangible asset impairment 1,839 27 Site exit and other costs 133 64 Cost of products sold 2,019 175 Acquisition related charges (a) 372 — Site exit and other costs 50 94 Marketing, selling and administrative 422 94 IPRD impairments 980 80 Priority review voucher — 95 Acquisition related charges (a) 348 — Site exit and other costs 49 12 Research and development 1,377 187 Amortization of acquired intangible assets 8,872 9,047 Interest expense (b) (49) (52) Litigation and other settlements 61 (397) Provision for restructuring 635 365 Integration expenses 284 242 Equity investment (gains)/losses (18) 152 Divestiture losses 15 — Other 217 55 Other (income)/expense, net 1,145 365 Increase to pretax income 13,835 9,868 Income taxes on items above (2,045) (1,639) Income tax reserve releases (502) — Income taxes attributed to non-U.S. tax ruling — (656) Income taxes (2,547) (2,295) Increase to net earnings $ 11,288 $ 7,573 (a) Includes cash settlement of unvested stock awards, and other related costs incurred in connection with the recent acquisitions.
We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. 57 Specified items were as follows: Year Ended December 31, Dollars in millions 2025 2024 Inventory purchase price accounting adjustments $ 51 $ 47 Intangible asset impairment 564 1,839 Site exit and other costs 127 133 Cost of products sold 742 2,019 Acquisition related charges (a) 75 372 Site exit and other costs 43 50 Selling, general and administrative 118 422 IPRD impairments 385 980 Acquisition related charges (a) 18 348 Site exit and other costs 56 49 Research and development 459 1,377 Amortization of acquired intangible assets 3,317 8,872 Interest expense (68) (49) Provision for restructuring 563 635 Litigation and other settlements 432 61 Loss on debt redemption 356 — Contingent consideration 351 — Equity investment (gains)/losses (283) (18) Integration expenses 147 284 Acquisition expenses 9 50 Other (18) 182 Other (income)/expense, net 1,488 1,145 Increase to earnings/(loss) before income taxes 6,124 13,835 Income taxes on items above (732) (2,045) Specified tax charge/(benefit) (b) 99 (502) Income taxes (633) (2,547) Increase to net earnings/(loss) attributable to BMS $ 5,491 $ 11,288 (a) Includes cash settlement of unvested stock awards, and other related costs incurred in connection with the recent acquisitions.
Both trials met their primary endpoint, with a significantly greater proportion of Sotyktu -treated patients achieving ACR20 response (at least a 20 percent improvement in signs and symptoms of disease) after 16 weeks of treatment compared with placebo. Additionally, both trials met important secondary endpoints across PsA disease activity at Week 16.
The trial met its primary endpoint, with a significantly greater proportion of Sotyktu -treated patients achieving ACR20 response (at least a 20 percent improvement in signs and symptoms of disease) after 16 weeks of treatment compared with placebo (54.2% versus 34.1%, respectively).
Acquired IPRD charges are detailed in the table below. 55 Year Ended December 31, Dollars in millions 2024 2023 Karuna asset acquisition (Note 4) $ 12,122 $ — SystImmune upfront fee (Note 3) 800 — LianBio mavacamten rights buy-out (Note 4) — 445 Evotec designation and opt-in license fees 170 90 Orum upfront payment (Note 4) — 100 RayzeBio rights buy-out 92 — Prothena opt-in license fee 80 55 Other 109 223 Acquired IPRD $ 13,373 $ 913 Refer to “Item 8.
Year Ended December 31, Dollars in millions 2025 2024 Karuna asset acquisition (Note 4) $ — $ 12,122 BioNTech upfront fee (Note 3) 1,500 — Orbital asset acquisition (Note 4) 1,379 — Philochem upfront fee (Note 4) 350 — SystImmune upfront fee and milestone (Note 3) 250 800 BioArctic upfront fee (Note 4) 100 — Evotec designation and opt-in license fees 113 170 RayzeBio rights buy-out — 92 Prothena opt-in license fee — 80 Other 29 109 Acquired IPRD $ 3,721 $ 13,373 Refer to “Item 8.
In connection with the issuance of the 2024 Senior Unsecured Notes, we terminated the $10.0 billion 364-day senior unsecured delayed draw term loan facility entered in February 2024 to provide bridge financing for the RayzeBio and Karuna acquisitions. For more information on planned acquisitions, refer to “Item 8. Financial Statements and Supplementary Data — Note 4.
In connection with the issuance of the 2024 Senior Unsecured Notes, we terminated the $10.0 billion 364-day senior unsecured delayed draw term loan facility entered in February 2024 to provide bridge financing for the RayzeBio and Karuna acquisitions. Repayment of notes at maturity aggregated approximately $1.9 billion in 2025 and $2.9 billion in 2024.
Sotyktu Plaque Psoriasis December 2024 Announced positive topline results from the pivotal Phase III POETYK PsA-1 and POETYK PsA-2 trials evaluating efficacy and safety of Sotyktu in adults with PsA.
March 2025 Announced positive data from the pivotal Phase III POETYK PsA-2 trial evaluating the efficacy and safety of Sotyktu in adults with active PsA.
In hematology, we see significant potential with our targeted protein degradation platform, which includes potentially first-in-class CELMoDs currently under investigation for multiple myeloma with iberdomide and mezigdomide and lymphoma with golcadomide. In cell therapy, we are building on our expertise and leadership, developing next generation CAR-T treatments with first-in-class potential.
In hematology, we see significant potential with our targeted protein degradation platform, which includes potentially first-in-class CELMoDs currently under investigation for multiple myeloma with iberdomide and mezigdomide and lymphoma with golcadomide as well as a potentially first-in-class BCL6 LDD with BMS-986458.
United States • U.S. revenues increased 9% in 2024 primarily due to higher demand within the Growth Portfolio, Eliquis , and Pomalyst partially offset by generic erosion in the Legacy Portfolio. Average net selling prices decreased by 1% in 2024 compared to 2023.
Additionally, U.S. revenues were impacted by higher government channel rebates in 2025. Average net selling prices decreased by 4% in 2025 compared to 2024. International • International revenues increased 5% in 2025 primarily due to higher demand across the Growth Portfolio and for Eliquis , partially offset by generic erosion within the remainder of the Legacy Portfolio.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe estimate that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar (with all other variables held constant) would increase the fair value of cross-currency swap contracts by $49 million as of December 31, 2024 and increase by $46 million as of December 31, 2023, respectively. For additional information, refer to “Item 8.
Biggest changeWe estimate that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar (with all other variables held constant) would decrease the fair value of cross-currency swap contracts by $8 million as of December 31, 2025 and increase the fair value of cross-currency swap contracts by $49 million as of December 31, 2024.
All of our financial instruments, including derivatives, are subject to counterparty credit risk considered as part of the overall fair value measurement. Derivative financial instruments are not used for trading purposes. 73 Foreign Exchange Risk Significant amounts of our revenues, earnings and cash flow are exposed to changes in foreign currency rates.
All of our financial instruments, including derivatives, are subject to counterparty credit risk considered as part of the overall fair value measurement. Derivative financial instruments are not used for trading purposes. Foreign Exchange Risk Significant amounts of our revenues, earnings and cash flow are exposed to changes in foreign currency rates.
We have a policy of diversifying derivatives with counterparties to mitigate the overall risk of counterparty defaults. For additional information, refer to “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements.” 74
We have a policy of diversifying derivatives with counterparties to mitigate the overall risk of counterparty defaults. For additional information, refer to “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements.” 72
In this sensitivity analysis, if there was a 1% increase in short-term or long-term interest rates as of December 31, 2024 and December 31, 2023, the expected adverse impact on our earnings would not be material.
In this sensitivity analysis, if there was a 1% increase in short-term or long-term interest rates as of December 31, 2025 and December 31, 2024, the expected adverse impact on our earnings would not be material.
We estimate that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar (with all other variables held constant) would decrease the fair value of foreign exchange contracts by $455 million and $409 million as of December 31, 2024 and December 31, 2023, respectively, reducing earnings over the remaining life of the contracts.
We estimate that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar (with all other variables held constant) would decrease the fair value of foreign exchange contracts by $428 million and $455 million as of December 31, 2025 and December 31, 2024, respectively, reducing earnings over the remaining life of the contracts.
We estimate that an increase of 1% in long-term interest rates as of December 31, 2024 and December 31, 2023 would decrease the fair value of long-term debt by $3.6 billion and $3.0 billion, respectively. Credit Risk We monitor our investments with counterparties with the objective of minimizing concentrations of credit risk.
We estimate that an increase of 1% in long-term interest rates as of December 31, 2025 and December 31, 2024 would decrease the fair value of long-term debt by $3.5 billion and $3.6 billion, respectively. Credit Risk We monitor our investments with counterparties with the objective of minimizing concentrations of credit risk.
Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements.” Interest Rate Risk We use fixed-to-floating interest rate swap contracts designated as fair value hedges to provide an appropriate balance of fixed and floating rate debt.
For additional information, refer to “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements.” 71 Interest Rate Risk We use fixed-to-floating interest rate swap contracts designated as fair value hedges to provide an appropriate balance of fixed and floating rate debt.

Other BMY 10-K year-over-year comparisons