Bristol-Myers Squibb BMY · USD

REVENUEThe following table summarizes the disaggregation of revenue by nature: Year Ended December 31,Dollars in millions202520242023Net product sales$46,756 $46,778 $43,778 Alliance revenues447 479 608 Other revenues992 1,043 620 Total Revenues$48,194 $48,300 $45,006 Net product sales represent more than 95% of total revenues for all periods presented. Products are sold principally to wholesalers, distributors, specialty pharmacies, and to a lesser extent, directly to retailers, hospitals, clinics, government agencies and patients. Customer orders are generally fulfilled within a few days of receipt resulting in minimal order backlog. Contractual performance obligations are usually limited to transfer of control of the product to the customer. The transfer occurs either upon shipment, upon receipt of the product after considering when the customer obtains legal title to the product, or upon infusion for cell therapies and when BMS obtains a right of payment. At these points, customers are able to direct the use of and obtain substantially all of the remaining benefits of the product.Gross revenue to the three largest pharmaceutical wholesalers in the U.S. as a percentage of U.S. gross revenues was as follows: Year Ended December 31, 202520242023McKesson Corporation36 %34 %33 %Cencora, Inc.29 %29 %29 %Cardinal Health, Inc.22 %22 %23 %Wholesalers are initially invoiced at contractual list prices. Payment terms are typically 30 to 90 days based on customary practices in each country. Revenue is reduced from wholesaler list price at the time of recognition for expected charge-backs, discounts, rebates, sales allowances and product returns ("GTN adjustments"). In the U.S., these GTN adjustments are attributed to various commercial arrangements, managed healthcare organizations and government programs such as Medicare, Medicaid and the 340B program containing various pricing implications, such as mandatory discounts or pricing protection below wholesaler list price. In addition, non-U.S. government programs include different pricing schemes such as cost caps, volume discounts, outcome-based pricing and pricing claw-backs determined on sales of individual companies or an aggregation of companies participating in a specific market. Charge-backs and cash discounts are reflected as a reduction to receivables and settled through the issuance of credits to the customer, typically within one month.

INCOME TAXESThe provision/(benefit) for income taxes consisted of:Year Ended December 31,Dollars in millions202520242023Current:U.S.(a)$1,699 $1,279 $2,745 Non-U.S.1,538 1,364 943 Total current3,237 2,643 3,688 Deferred:U.S.(a)(1,107)(2,185)(2,339)Non-U.S.142 96 (949)Total deferred(965)(2,089)(3,288) Income tax provision$2,272 $554 $400 (a) The Company's 2025 U.S. income tax provision reflects federal current tax expense of $1.5 billion and federal deferred tax benefit of $1.0 billion as well as the impact of U.S. state taxes.Effective Tax RateThe reconciliation of the effective tax rate to the U.S. statutory Federal income tax rate in 2025 was as follows:% of Earnings Before Income TaxesDollars in millions2025Earnings/(Loss) before income taxes:U.S.$(19)Non-U.S.9,347 Total9,328 U.S. Federal statutory rate1,959 21.0 %Effects of cross-border tax laws:GILTI228 2.4 %FDII deduction(170)(1.8)%Foreign tax effects:SwitzerlandStatutory tax rate difference between Switzerland and the U.S.(565)(6.1)%Canton284 3.0 %Pillar Two24 0.3 %Withholding Tax87 0.9 %Other(11)(0.1)%IrelandStatutory tax rate difference between Ireland and the U.S.(390)(4.2)%Pillar Two37 0.4 %Other2 — %Other foreign jurisdictions129 1.4 %U.S. Federal research-based credits(152)(1.6)%Changes in valuation allowances84 0.9 %Nondeductible R&D charges290 3.1 %Changes in unrecognized tax benefits146 1.6 %State and local taxes 43 0.5 %Other adjustments247 2.7 %Income tax provision$2,272 24.4 %U.S. Federal research-based credits includes credits both on research and development as well as orphan drug. The credits in 2025 include revised estimates upon finalization of prior year tax returns.Nondeductible R&D charges in 2025 of $290 million primarily relates to the impact of a $1.4 billion one-time, non-tax deductible charge for the acquisition of Orbital Therapeutics.State and local tax expense was not material in 2025.The reconciliation of the effective tax rate to the U.S. statutory Federal income tax rate in 2024 and 2023 were as follows:% of Earnings Before Income TaxesDollars in millions20242023Earnings/(Loss) before income taxes:U.S.$(14,893)$2,624 Non-U.S.6,514 5,816 Total(8,379)8,440 U.S. Federal statutory rate(1,759)21.0 %1,772 21.0 %Nondeductible R&D charges2,538 (30.3)%— — %GILTI, net of foreign derived intangible income deduction 501 (6.0)%223 2.6 %Foreign tax effect of certain operations in Ireland, Puerto Rico and Switzerland(302)3.6 %(850)(10.1)%Non-U.S. tax ruling— — %(656)(7.8)%U.S.

LEASESLeased facilities for office, research and development, storage and distribution purposes comprise approximately 95% of the total lease obligation. Lease terms vary based on the nature of operations and the market dynamics in each country; however, all leased facilities are classified as operating leases with remaining lease terms between one year and 14 years. Most leases contain specific renewal options for periods ranging between one year and 10 years where notice to renew must be provided in advance of lease expiration or automatic renewals where no advance notice is required. Periods covered by an option to extend the lease were included in the non-cancellable lease term when exercise of the option was determined to be reasonably certain. Certain leases also contain termination options that provide the flexibility to terminate the lease ahead of its expiration with sufficient advance notice. Periods covered by an option to terminate the lease were included in the non-cancellable lease term when exercise of the option was determined not to be reasonably certain. Judgment is required in assessing whether renewal and termination options are reasonably certain to be exercised. Factors are considered such as contractual terms compared to current market rates, leasehold improvements expected to have significant value, costs to terminate a lease and the importance of the facility to operations. Costs determined to be variable and not based on an index or rate were not included in the measurement of real estate lease liabilities. These variable costs include real estate taxes, insurance, utilities, common area maintenance and other operating costs. BMS elected the practical expedient to not separate non-lease components from lease components in calculating the amounts of ROU assets and lease liabilities for all underlying asset classes. As the implicit rate on most leases is not readily determinable, an incremental borrowing rate was applied on a portfolio approach to discount its real estate lease liabilities. The remaining lease obligations are comprised of vehicles and a research and development facility operated by a third party under management’s direction. Vehicle lease terms vary by country with terms generally between one year and four years.

ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTSAcquisitionsOrbital TherapeuticsIn December 2025, BMS completed the acquisition of Orbital Therapeutics, a biotechnology company pioneering a new generation of RNA medicines that reprogram the immune system in vivo, in an all-cash transaction for total consideration of $1.7 billion, or $1.5 billion net of cash acquired. The acquisition provided BMS with full rights to OTX-201, a preclinical in vivo CAR T-cell therapy currently being studied in autoimmune disease. The transaction was accounted for as an asset acquisition as Orbital Therapeutics did not meet the definition of a business, which requires inputs and processes that significantly contribute to the ability to create outputs. As a result, $1.4 billion was expensed as Acquired IPRD during 2025 and the net assets acquired were not material. Additionally, cash-settled unvested equity awards of $55 million and $13 million were expensed as Selling, general and administrative and Research and development, respectively.2seventy bioOn May 13, 2025, BMS completed the acquisition of 2seventy bio, which provides BMS with full U.S. rights to Abecma, a cell therapy for the treatment of adult patients with relapsed or refractory multiple myeloma. BMS acquired all of the issued and outstanding shares of 2seventy bio’s common stock for $5.00 per share in an all-cash transaction for total consideration of $287 million, or $114 million net of cash acquired. The transaction was accounted for as an asset acquisition as 2seventy bio did not meet the definition of a business, which requires inputs and processes that significantly contribute to the ability to create outputs. Net assets acquired primarily consisted of cash, right-of-use lease assets and liabilities, deferred tax assets and acquired marketed product rights for Abecma.KarunaOn March 18, 2024, BMS acquired Karuna, a clinical-stage biopharmaceutical company driven to discover, develop, and deliver transformative medicines for people living with psychiatric and neurological conditions. The acquisition provided BMS with rights to Cobenfy (xanomeline and trospium chloride), formerly KarXT. Cobenfy is an antipsychotic with a novel mechanism of action and differentiated efficacy and safety, which was approved by the FDA on September 26, 2024 for the treatment of schizophrenia in adults. Cobenfy is being studied across multiple neuropsychiatric conditions.

The Company manages cybersecurity risk as part of our overall enterprise risk management strategy, which is overseen by the Audit Committee and the Board. The Company employs robust cybersecurity and data privacy programs that are designed to assess, identify and manage material risks from cybersecurity threats. These programs are independently assessed every three years against the U.S. National Institute of Standards and Technology Cybersecurity Framework ("NIST").We are constantly evolving our cyber defenses to minimize impacts from cyber threats by using a multi-pronged approach that helps safeguard our assets and data. We are particularly focused on addressing emerging cybersecurity risks, including human risk, as phishing attacks remain one of the most common causes of data breaches; third-party supply chain risks, as threat actors continue to target supply chains to compromise a greater number of victims; and geopolitical risk, as tensions and conflicts around the world are often accompanied by an increase in sabotage, espionage and cyber attacks. As threat actors frequently target employees to gain access to information and systems, we have a comprehensive global human risk management program that educates our workforce on threats they face as a first line of defense, and includes elements addressing phishing, malware, data handling, device security, cybersecurity education, password security, internet browsing and defenses to physical threats. Our employees are exposed to data-driven cybersecurity awareness campaigns and annual training in order to keep pace with industry standards, evolving challenges and innovative solutions with respect to information security, data privacy, and cybersecurity risks to the organization. In many regions, our employees receive a monthly snapshot of their cyber behaviors and are given a rating for their cyber vigilance. Additionally, we employ a multi-layered approach in our application of cybersecurity technologies to help safeguard our systems, networks, and data from potential cybersecurity threats. For companies that we acquire, our integration plans include, where appropriate, workable timelines for alignment on information security, data privacy, cybersecurity and employee education.To support our preparedness, we have a cybersecurity incident response plan (“CIRP”) that we regularly update as business needs and the security landscapes change.

EQUITYThe following table summarizes changes in equity during 2025, 2024 and 2023: Common StockCapital in Excessof Par Valueof StockAccumulated Other Comprehensive Income/(Loss)RetainedEarningsTreasury StockNoncontrollingInterestDollars and shares in millionsSharesPar ValueSharesCostBalance at December 31, 20222,923 $292 $45,165 $(1,281)$25,503 825 $(38,618)$57 Net earnings/(loss)— — — — 8,025 — — 14 Other comprehensive income/(loss)— — — (265)— — — — Cash dividends declared(a)— — — — (4,762)— — — Share repurchases — — 105 — — 87 (5,306)— Stock compensation— — 410 — — (10)147 — Convertible debt— — 4 — — — 11 — Distributions— — — — — — — (16)Balance at December 31, 20232,923 292 45,684 (1,546)28,766 902 (43,766)55 Net earnings/(loss)— — — — (8,948)— — 15 Other comprehensive income/(loss)— — — 308 — — — — Cash dividends declared(a)— — — — (4,906)— — — Stock compensation— — 340 — — (8)111 — Distributions— — — — — — — (17)Balance at December 31, 20242,923 292 46,024 (1,238)14,912 894 (43,655)53 Net earnings/(loss)— — — — 7,054 — — 2 Other comprehensive income/(loss)— — — (286)— — — — Cash dividends declared(a)— — — — (5,070)— — — Stock compensation— — 363 — — (8)76 — Distributions— — — — — — — (22)Balance at December 31, 20252,923 $292 $46,387 $(1,524)$16,896 887 $(43,579)$33 (a) Cash dividends declared per common share were $2.49 in 2025, $2.42 in 2024 and $2.31 in 2023.BMS has a share repurchase program, authorized by its Board of Directors, allowing for repurchases of its shares, effected in the open market or through privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, including through Rule 10b5-1 trading plans. The 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. Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method and are generally funded by cash on hand. In December 2023, the Board of Directors approved an increase of $3.0 billion to the share repurchase authorization for BMS's common stock. The remaining share repurchase capacity under the BMS share repurchase program was $5.0 billion as of December 31, 2025.In 2023, BMS entered into ASR agreements and repurchased 70 million shares of common stock for $4.0 billion.

ALLIANCES BMS enters into collaboration arrangements with third parties for the development and commercialization of certain products. Although each of these arrangements is unique in nature, both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. BMS may either in-license intellectual property owned by the other party or out-license its intellectual property to the other party. These arrangements also typically include research, development, manufacturing, and/or commercial activities and can cover a single investigational compound or commercial product or multiple compounds and/or products in various life cycle stages. The rights and obligations of the parties can be global or limited to geographic regions. BMS refers to these collaborations as alliances, and its partners as alliance partners.The most common activities between BMS and its alliance partners are presented in results of operations as follows:•When BMS is the principal in the end customer sale, 100% of product sales are included in Net product sales. When BMS's alliance partner is the principal in the end customer sale, BMS’s contractual share of the third-party sales and/or royalty income are included in Alliance revenues as the sale of commercial products are considered part of BMS’s ongoing major or central operations. Refer to “—Note 2. Revenue” for information regarding recognition criteria.•Amounts payable to BMS by alliance partners (who are the principal in the end customer sale) for supply of commercial products are included in Alliance revenues as the sale of commercial products are considered part of BMS’s ongoing major or central operations.•Profit sharing, royalties and other sales-based fees payable by BMS to alliance partners are included in Cost of products sold as incurred.•Cost reimbursements between the parties are recognized as incurred and included in Cost of products sold; Selling, general and administrative expenses; or Research and development expenses, based on the underlying nature of the related activities subject to reimbursement.

RECEIVABLES December 31,Dollars in millions20252024Trade receivables$11,370 $9,957 Less charge-backs and cash discounts(1,720)(900)Less allowance for expected credit loss(58)(45)Net trade receivables9,592 9,012 Alliance, royalties, VAT and other1,821 1,735 Receivables$11,414 $10,747 Non-U.S. receivables sold on a nonrecourse basis were $360 million in 2025, $477 million in 2024 and $1.0 billion in 2023. Receivables from the three largest customers in the U.S. represented 75% and 74% of total trade receivables at December 31, 2025 and 2024, respectively.