10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

OR

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 1-1136

___________________________

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

___________________________

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

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

(Address of principal executive offices) (zip code)

(212) 546-4000

(Registrant’s telephone number, including area code)

___________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	BMY	New York Stock Exchange
1.000% Notes due 2025		New York Stock Exchange
1.750% Notes due 2035		New York Stock Exchange

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  ¨ Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨   No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

At June 30, 2019, there were 1,635,766,530 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

June 30, 2019

PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements:
Consolidated Statements of Earnings and Comprehensive Income	3
Consolidated Balance Sheets	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.
Quantitative and Qualitative Disclosure About Market Risk	43
Item 4.
Controls and Procedures	43
PART II—OTHER INFORMATION
Item 1.
Legal Proceedings	43
Item 1A.
Risk Factors	43
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6.
Exhibits	44
Summary of Abbreviated Terms	45
Signatures	46

* Indicates brand names of products which are trademarks not owned by BMS. Specific trademark ownership information is included in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars in Millions, Except Per Share Data

(UNAUDITED)

	Three Months Ended June 30,					Six Months Ended June 30,
EARNINGS	2019		2018			2019			2018
Net product sales	$	6,031	$	5,461		$	11,744		$	10,433
Alliance and other revenues	242		243			449			464
Total Revenues	6,273		5,704			12,193			10,897
Cost of products sold	1,992		1,625			3,836			3,209
Marketing, selling and administrative	1,076		1,131			2,082			2,111
Research and development	1,328		2,435			2,679			3,685
Other income (net)	101		(4		)	(159		)	(404		)
Total Expenses	4,497		5,187			8,438			8,601
Earnings Before Income Taxes	1,776		517			3,755			2,296
Provision for Income Taxes	337		135			601			419
Net Earnings	1,439		382			3,154			1,877
Noncontrolling Interest	7		9			12			18
Net Earnings Attributable to BMS	$	1,432	$	373		$	3,142		$	1,859
Earnings per Common Share
Basic	$	0.88	$	0.23		$	1.92		$	1.14
Diluted	0.87		0.23			1.92			1.13

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in Millions

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
COMPREHENSIVE INCOME	2019			2018			2019			2018
Net Earnings	$	1,439		$	382		$	3,154		$	1,877
Other Comprehensive Income/(Loss), net of taxes and reclassifications to earnings:
Derivatives qualifying as cash flow hedges	(28		)	85			(14		)	66
Pension and postretirement benefits	39			43			88			172
Available-for-sale securities	13			(7		)	39			(33		)
Foreign currency translation	(1		)	(221		)	28			(216		)
Other Comprehensive Income/(Loss)	23			(100		)	141			(11		)
Comprehensive Income	1,462			282			3,295			1,866
Comprehensive Income Attributable to Noncontrolling Interest	7			9			12			18
Comprehensive Income Attributable to BMS	$	1,455		$	273		$	3,283		$	1,848

The accompanying notes are an integral part of these consolidated financial statements.

3

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in Millions

(UNAUDITED)

 

ASSETS	June 30, 2019			December 31, 2018
Current Assets:
Cash and cash equivalents	$	28,404		$	6,911
Marketable securities	953			1,973
Receivables	5,667			5,965
Inventories	1,308			1,195
Prepaid expenses and other	1,384			1,116
Total Current Assets	37,716			17,160
Property, plant and equipment	4,849			5,027
Goodwill	6,533			6,538
Other intangible assets	995			1,091
Deferred income taxes	1,442			1,371
Marketable securities	994			1,775
Other assets	2,634			2,024
Total Assets	$	55,163		$	34,986
LIABILITIES
Current Liabilities:
Short-term debt obligations	$	545		$	1,703
Accounts payable	2,005			1,892
Accrued and other current liabilities	7,161			7,059
Total Current Liabilities	9,711			10,654
Income taxes payable	2,971			3,043
Other non-current liabilities	1,897			1,516
Long-term debt	24,433			5,646
Total Liabilities	39,012			20,859
Commitments and contingencies
EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock	—			—
Common stock	221			221
Capital in excess of par value of stock	2,150			2,081
Accumulated other comprehensive loss	(2,621		)	(2,762		)
Retained earnings	35,870			34,065
Less cost of treasury stock	(19,571		)	(19,574		)
Total Bristol-Myers Squibb Company Shareholders’ Equity	16,049			14,031
Noncontrolling interest	102			96
Total Equity	16,151			14,127
Total Liabilities and Equity	$	55,163		$	34,986

The accompanying notes are an integral part of these consolidated financial statements.

4

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in Millions

(UNAUDITED)

	Six Months Ended June 30,
	2019			2018
Cash Flows From Operating Activities:
Net earnings	$	3,154		$	1,877
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization, net	339			300
Deferred income taxes	(87		)	(37		)
Stock-based compensation	101			106
Impairment charges	174			104
Pension settlements and amortization	126			104
Divestiture gains and royalties	(320		)	(497		)
Asset acquisition charges	25			85
Equity investment (gains)/losses	(246		)	341
Other adjustments	(14		)	(27		)
Changes in operating assets and liabilities:
Receivables	307			112
Inventories	28			(122		)
Accounts payable	156			(101		)
Deferred income	9			92
Income taxes payable	(65		)	216
Other	(214		)	(321		)
Net Cash Provided by Operating Activities	3,473			2,232
Cash Flows From Investing Activities:
Sale and maturities of marketable securities	2,288			1,080
Purchase of marketable securities	(437		)	(447		)
Capital expenditures	(395		)	(437		)
Divestiture and other proceeds	368			583
Acquisition and other payments	(49		)	(1,170		)
Net Cash Provided by/(Used in) Investing Activities	1,775			(391		)
Cash Flows From Financing Activities:
Short-term debt obligations, net	84			(546		)
Issuance of long-term debt	18,790			—
Repayment of long-term debt	(1,256		)	(5		)
Repurchase of common stock	—			(320		)
Dividends	(1,340		)	(1,307		)
Other	(39		)	(59		)
Net Cash Provided by/(Used in) Financing Activities	16,239			(2,237		)
Effect of Exchange Rates on Cash and Cash Equivalents	6			(26		)
Net Increase/(Decrease) in Cash and Cash Equivalents	21,493			(422		)
Cash and Cash Equivalents at Beginning of Period	6,911			5,421
Cash and Cash Equivalents at End of Period	$	28,404		$	4,999

The accompanying notes are an integral part of these consolidated financial statements.

5

Note 1. BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS

Basis of Consolidation

Bristol-Myers Squibb Company prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position at June 30, 2019 and December 31, 2018, the results of operations for the three and six months ended June 30, 2019 and 2018, and cash flows for the six months ended June 30, 2019 and 2018. All intercompany balances and transactions have been eliminated. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Business Segment Information

The Company operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. The determination of a single segment is consistent with the financial information regularly reviewed by the chief executive officer for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue.”

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining sales rebate and return accruals; legal contingencies; income taxes; and pension and postretirement benefits. Actual results may differ from estimates.

Reclassification

Certain prior period amounts were reclassified to conform to the current period presentation. Accrued liabilities, Deferred income and Income taxes payable previously presented separately in Total Current Liabilities in the consolidated balance sheets are now presented as Accrued and other current liabilities. Deferred income and Pension and other liabilities previously presented separately in Total Liabilities in the consolidated balance sheets are now presented as Other non-current liabilities.

Recently Adopted Accounting Standards

Leases

Amended guidance for lease accounting was adopted on January 1, 2019 using the modified retrospective method with the cumulative effect of the change recognized in retained earnings in the period of adoption. The new guidance requires an entity to recognize a right-of-use asset and a lease liability initially measured at the present value of future lease payments. The cumulative effect of the accounting change was not material. The Company elected the package of practical expedients upon adoption and will apply the practical expedient not to separate lease and non-lease components for new and modified leases commencing after adoption. In addition, the Company applied the short-term lease recognition exemption for leases with terms at inception not greater than 12 months. The amended guidance does not materially impact the Company’s results of operations other than recognition of the operating lease right-of-use asset and lease liability.

Goodwill Impairment Testing

Amended guidance that simplifies the recognition and measurement of a goodwill impairment loss by eliminating Step 2 of the quantitative goodwill impairment test was adopted prospectively in the first quarter of 2019. Under the amended guidance, a goodwill impairment loss is recognized for the amount by which the reporting units carrying amount, including goodwill, exceeds its fair value up to the amount of its allocated goodwill. The adoption of the amended guidance did not have an impact on the Company’s results of operations.

6

Recently Issued Accounting Standards Not Yet Adopted

Financial Instruments - Measurement of Credit Losses

In June 2016, the FASB issued amended guidance for the measurement of credit losses on financial instruments. Entities will be required to use a forward-looking estimated loss model. Available-for-sale debt security credit losses will be recognized as allowances rather than a reduction in amortized cost. The guidance is effective January 1, 2020 with early adoption permitted in 2019 on a modified retrospective approach. The amended guidance is not expected to materially impact the Company’s results of operations.

Note 2. REVENUE

The following table summarizes the disaggregation of revenue by nature:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Net product sales	$	6,031	$	5,461	$	11,744	$	10,433
Alliance revenues	146		154		275		306
Other revenues	96		89		174		158
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897

The following table summarizes GTN adjustments:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Gross product sales	$	8,819		$	7,509		$	16,813		$	14,210
GTN adjustments(a)
Charge-backs and cash discounts	(890		)	(663		)	(1,664		)	(1,246		)
Medicaid and Medicare rebates	(1,090		)	(765		)	(1,890		)	(1,322		)
Other rebates, returns, discounts and adjustments	(808		)	(620		)	(1,515		)	(1,209		)
Total GTN adjustments	(2,788		)	(2,048		)	(5,069		)	(3,777		)
Net product sales	$	6,031		$	5,461		$	11,744		$	10,433

(a) Includes adjustments to provisions for product sales made in prior periods resulting from changes in estimates of $49 million and $127 million for the three and six months ended June 30, 2019 and $60 million and $110 million for the three and six months ended June 30, 2018, respectively.

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

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Prioritized Brands
Opdivo	$	1,823	$	1,627	$	3,624	$	3,138
Eliquis	2,042		1,650		3,967		3,156
Orencia	778		711		1,418		1,304
Sprycel	544		535		1,003		973
Yervoy	367		315		751		564
Empliciti	91		64		174		119
Established Brands
Baraclude	147		179		288		404
Other Brands	481		623		968		1,239
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897
United States	$	3,667	$	3,230	$	7,116	$	6,008
Europe	1,491		1,408		2,971		2,814
Rest of the World	988		923		1,862		1,796
Other(a)	127		143		244		279
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897

(a) Other revenues include royalties and alliance-related revenues for products not sold by the Company's regional commercial organizations.

7

Revenue recognized from performance obligations satisfied in prior periods was $117 million and $264 million for the three and six months ended June 30, 2019 and $150 million and $300 million for the three and six months ended June 30, 2018, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for gross-to-net adjustments related to prior period sales. Contract assets were not material at June 30, 2019 and December 31, 2018.

Note 3. ALLIANCES

The Company enters into collaboration arrangements with third parties for the research, development, manufacturing and/or 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. The Company may either in-license intellectual property owned by the other party or out-license its intellectual property to the other party. These arrangements 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. The Company refers to these collaborations as alliances and its partners as alliance partners.

Selected financial information pertaining to the Company's alliances was as follows, including net product sales when the Company is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Revenues from alliances:
Net product sales	$	2,570		$	2,178		$	4,948		$	4,098
Alliance revenues	146			154			275			306
Total Revenues	$	2,716		$	2,332		$	5,223		$	4,404
Payments to/(from) alliance partners:
Cost of products sold	$	1,080		$	891		$	2,099		$	1,690
Marketing, selling and administrative	(32		)	(28		)	(60		)	(50		)
Research and development	7			1,057			21			1,062
Other income (net)	(16		)	(16		)	(30		)	(30		)

Selected Alliance Balance Sheet information:
Dollars in Millions	June 30, 2019		December 31, 2018
Receivables - from alliance partners	$	351	$	395
Accounts payable - to alliance partners	1,068		904
Deferred income from alliances(a)	469		491

(a) Includes unamortized upfront and milestone payments.

The nature and purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the Company's 2018 Form 10-K. There were no significant developments and updates related to alliances during 2019.

8

Note 4. ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS

Acquisitions

IFM

In the second quarter of 2019, a $25 million milestone was achieved and paid as additional contingent consideration following the commencement of a Phase I clinical study under the STING agonist program. The additional consideration was included in Research and development expense as the IFM acquisition in 2017 was accounted for as an asset acquisition.

Divestitures

The following table summarizes proceeds, gains or losses and royalty income resulting from divestitures. Revenue and pretax earnings related to all divestitures and assets held-for-sale were not material in all periods presented (excluding divestiture gains or losses).

	Three Months Ended June 30,
	Proceeds(a)				Divestiture Losses/(Gains)					Royalty Income
Dollars in Millions	2019		2018		2019		2018			2019			2018
Diabetes Business	$	164	$	155	$	—	$	—		$	(161	)	$	(165	)
Erbitux* Business	3		50		—		—			—			(50		)
Manufacturing Operations	1		1		—		—			—			—
Mature Brands and Other	2		2		8		(25		)	(1		)	(2		)
Total	$	170	$	208	$	8	$	(25	)	$	(162	)	$	(217	)

	Six Months Ended June 30,
	Proceeds(a)				Divestiture Losses/(Gains)					Royalty Income
Dollars in Millions	2019		2018		2019		2018			2019			2018
Diabetes Business	$	328	$	243	$	—	$	—		$	(326	)	$	(327	)
Erbitux* Business	8		109		—		—			—			(97		)
Manufacturing Operations	3		159		—		—			—			—
Mature Brands and Other	2		72		8		(70		)	(2		)	(3		)
Total	$	341	$	583	$	8	$	(70	)	$	(328	)	$	(427	)

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

Assets Held-For-Sale

UPSA Business

In 2018, the Company agreed to sell its UPSA consumer health business for approximately $1.6 billion. The transaction closed in July 2019 and will result in a gain of approximately $1.2 billion in the third quarter of 2019. Assets were reclassified to assets held-for-sale as of June 30, 2019 and December 31, 2018 and included within Prepaid expenses and other. Liabilities were reclassified to liabilities related to assets held-for-sale and included within Accrued and other current liabilities.

Manufacturing Operations

In the second quarter of 2019, the Company agreed to sell its manufacturing and packaging facility in Anagni, Italy to Catalent for approximately $50 million. The transaction is expected to close by the end of 2019 subject to regulatory approvals and the satisfaction of certain other customary closing conditions and will be accounted for as a sale of a business. Catalent will provide certain manufacturing and packaging services for the Company for a period of time subsequent to closing. The business was accounted for as held-for-sale and its assets were reduced to the estimated relative fair value resulting in a $109 million impairment charge that was included in Cost of products sold. Assets were reclassified to assets held-for-sale as of June 30, 2019 and included within Prepaid expenses and other. Liabilities were reclassified to liabilities related to assets held-for-sale and included within Accrued and other current liabilities.

9

The following table summarizes the net assets held-for-sale as of June 30, 2019 and December 31, 2018.

Dollars in Millions	June 30, 2019		December 31, 2018
Cash and cash equivalents	$	18	$	—
Receivables	40		79
Inventories	94		81
Property, plant and equipment	229		187
Goodwill	132		127
Other	23		5
Assets held-for-sale	$	536	$	479
Accounts payable	$	31	$	35
Accrued and other current liabilities	81		78
Deferred income taxes	26		25
Other liabilities	25		14
Liabilities related to assets held-for-sale	$	163	$	152
Net assets held-for-sale	$	373	$	327

Note 5. OTHER INCOME (NET)

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Interest expense	$	123		$	45		$	168		$	91
Investment income	(119		)	(38		)	(175		)	(74		)
Equity investment (gains)/losses	(71		)	356			(246		)	341
Provision for restructuring	10			37			22			57
Acquisition expenses	303			—			468			—
Integration expenses	106			—			128			—
Litigation and other settlements	—			(1		)	1			(1		)
Equity in net income of affiliates	—			(27		)	—			(51		)
Divestiture losses/(gains)	8			(25		)	8			(70		)
Royalties and licensing income	(303		)	(353		)	(611		)	(720		)
Transition and other service fees	(2		)	(1		)	(4		)	(5		)
Pension and postretirement	26			(19		)	70			(30		)
Intangible asset impairment	15			—			15			64
Other	5			22			(3		)	(6		)
Other income (net)	$	101		$	(4	)	$	(159	)	$	(404	)

Note 6. RESTRUCTURING

In October 2016, the Company announced a restructuring plan to evolve and streamline its operating model. The majority of the charges are expected to be incurred through 2020, range between $1.5 billion to $2.0 billion and consist of employee termination benefit costs, contract termination costs, plant and equipment accelerated depreciation and impairment charges and other shutdown costs associated with early manufacturing and R&D site exits. Cash outlays in connection with these actions are expected to be approximately 40% to 50% of the total charges. Charges of approximately $1.3 billion have been recognized for these actions since the announcement. Restructuring charges are recognized upon meeting certain criteria, including finalization of committed plans, reliable estimates and discussions with local works councils in certain markets.

Employee workforce reductions were approximately 100 and 300 for the six months ended June 30, 2019 and 2018, respectively.

10

The following tables summarize the charges and activity related to the restructuring actions:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Employee termination costs	$	3	$	26	$	7	$	35
Other termination costs	7		11		15		22
Provision for restructuring	10		37		22		57
Accelerated depreciation	32		31		63		52
Asset impairments	109		—		110		10
Other shutdown costs	—		2		—		5
Total charges	$	151	$	70	$	195	$	124

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Cost of products sold	$	122	$	14	$	134	$	27
Marketing, selling and administrative	—		—		1		1
Research and development	19		19		38		39
Other income (net)	10		37		22		57
Total charges	$	151	$	70	$	195	$	124

	Six Months Ended June 30,
Dollars in Millions	2019			2018
Liability at December 31	$	99		$	186
Cease-use lease liability reclassification	(3		)	—
Liability at January 1	96			186
Charges	27			61
Change in estimates	(5		)	(4		)
Provision for restructuring	22			57
Foreign currency translation	—			1
Payments	(74		)	(129		)
Liability at June 30	$	44		$	115

Note 7. INCOME TAXES

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Earnings Before Income Taxes	$	1,776		$	517		$	3,755		$	2,296
Provision for Income Taxes	337			135			601			419
Effective Tax Rate	19.0		%	26.1		%	16.0		%	18.2		%

The reduction in the effective tax rate was primarily due to a non-deductible equity investment fair value loss adjustment relating to Nektar in the second quarter of 2018. Jurisdictional tax rates and other tax impacts attributed to non-deductible R&D charges, equity investment fair value adjustments and other specified items increased the effective tax rate by 0.5% in the second quarter of 2019 and decreased by 0.6% year-to-date. These items increased the effective tax rate by 8.6% in the second quarter of 2018 and by 0.9% year-to-date. The tax impact of these discrete items are reflected immediately and are not considered in estimating the annual effective tax rate. Additional changes to the effective tax rate may occur in future periods due to various reasons including pretax earnings mix, tax reserves, cash repatriations and revised interpretations of the relevant tax code.

The Company is currently under examination by a number of tax authorities, which have proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. It is reasonably possible that new issues will be raised by tax authorities, which may require adjustments to the amount of unrecognized tax benefits; however, an estimate of such adjustments cannot reasonably be made at this time.

11

It is also reasonably possible that the total amount of unrecognized tax benefits at June 30, 2019 could decrease in the range of approximately $365 million to $405 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits. It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits; however, an estimate of such increases cannot reasonably be made at this time. The Company believes that it has adequately provided for all open tax years by tax jurisdiction.

Note 8. EARNINGS PER SHARE

	Three Months Ended June 30,				Six Months Ended June 30,
Amounts in Millions, Except Per Share Data	2019		2018		2019		2018
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation	$	1,432	$	373	$	3,142	$	1,859
Weighted-average common shares outstanding - basic	1,636		1,633		1,635		1,633
Incremental shares attributable to share-based compensation plans	1		3		2		5
Weighted-average common shares outstanding - diluted	1,637		1,636		1,637		1,638
Earnings per share - basic	$	0.88	$	0.23	$	1.92	$	1.14
Earnings per share - diluted	0.87		0.23		1.92		1.13

Note 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

	June 30, 2019					December 31, 2018
Dollars in Millions	Level 1		Level 2			Level 1		Level 2
Cash and cash equivalents - money market and other investments	$	—	$	27,797		$	—	$	6,173
Marketable securities
Certificates of deposit	—		166			—		971
Commercial paper	—		30			—		273
Corporate debt securities	—		1,751			—		2,379
Equity investments	—		—			—		125
Derivative assets	—		46			—		44
Equity investments	207		288			88		266
Derivative liabilities	—		(255		)	—		(31		)

As further described in “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements” in the Company's 2018 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). There were no Level 3 financial assets or liabilities as of June 30, 2019 and December 31, 2018.

Available-for-sale Debt Securities and Equity Investments

Changes in fair value of equity investments are included in Other income (net). The following table summarizes the Company's available-for-sale debt securities and equity investments:

	June 30, 2019									December 31, 2018
Dollars in Millions	Amortized Cost		Gross Unrealized							Amortized Cost		Gross Unrealized
			Gains		Losses			Fair Value				Gains		Losses			Fair Value
Certificates of deposit	$	166	$	—	$	—		$	166	$	971	$	—	$	—		$	971
Commercial paper	30		—		—			30		273		—		—			273
Corporate debt securities	1,749		4		(2		)	1,751		2,416		—		(37		)	2,379
	$	1,945	$	4	$	(2	)	$	1,947	$	3,660	$	—	$	(37	)	$	3,623
Equity investments								495									479
Total								$	2,442								$	4,102

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Dollars in Millions	June 30, 2019		December 31, 2018
Current marketable securities	$	953	$	1,973
Non-current marketable securities(a)	994		1,775
Other assets	495		354
Total	$	2,442	$	4,102

(a) All non-current marketable securities mature within five years as of June 30, 2019 and December 31, 2018.

Equity investments not measured at fair value and excluded from the above table were limited partnerships and other equity method investments of $142 million at June 30, 2019 and $114 million at December 31, 2018 and other equity investments without readily determinable fair values of $191 million at June 30, 2019 and $206 million at December 31, 2018. These amounts are included in Other assets.

The following table summarizes the net gain/(loss) recorded for equity investments with readily determinable fair values held as of June 30, 2019 and 2018:

	Three Months Ended June 30,					Six Months Ended June 30,
Dollars in Millions	2019		2018			2019		2018
Net gain/(loss) recognized	$	59	$	(374	)	$	154	$	(359	)
Less: Net gain/(loss) recognized for equity investments sold	—		—			14		—
Net unrealized gain/(loss) on equity investments held	$	59	$	(374	)	$	140	$	(359	)

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges — Foreign currency forward contracts are used to hedge certain forecasted intercompany inventory purchases and sales transactions and certain foreign currency transactions. The fair value for contracts designated as cash flow hedges is temporarily reported in Accumulated other comprehensive loss and included in earnings when the hedged item affects earnings. Upon adoption of the amended guidance for derivatives and hedging in the first quarter of 2018, the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the derivatives qualifying as cash flow hedges component of Other Comprehensive (Loss)/Income. The net gain or loss on foreign currency forward contracts is expected to be reclassified to net earnings (primarily included in Cost of products sold) within the next 12 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro of $996 million and Japanese yen of $476 million at June 30, 2019.

The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not significant during all periods presented. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. Foreign currency forward contracts not designated as hedging instruments are used to offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.

Net Investment Hedges — Non-U.S. dollar borrowings of €950 million ($1.1 billion) at June 30, 2019 are designated to hedge euro currency exposures of the net investment in certain foreign affiliates. These borrowings are designated as net investment hedges and recognized in long-term debt. The effective portion of foreign exchange gain on the remeasurement of euro debt was $2 million and $16 million gain in 2019 and 2018, respectively, and were recorded in the foreign currency translation component of Other Comprehensive Income/(Loss) with the related offset in Long-term debt.

In January 2018, the Company entered into $300 million of cross-currency interest rate swap contracts maturing in December 2022 designated to hedge Japanese yen currency exposures of the Company's net investment in its Japan subsidiary. Contract fair value changes are recorded in the foreign currency translation component of Other Comprehensive Income/(Loss) with a related offset in Other assets or Other non-current liabilities.

13

Fair Value Hedges — Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR (2.4% as of June 30, 2019) plus an interest rate spread of 4.6%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to match those of the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. When the underlying swap is terminated prior to maturity, the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

Following the announcement of the Company's pending acquisition of Celgene, the Company entered into forward starting interest rate swap option contracts, with a total notional value of $7.6 billion, to hedge future interest rate risk associated with the anticipated issuance of long-term debt to fund the pending Celgene acquisition. In April 2019, the Company entered into deal contingent forward starting interest rate swap contracts, with an aggregate notional principal amount of $10.4 billion, to hedge interest rate risk associated with the anticipated issuance of long-term debt to fund the Celgene acquisition and terminated the forward starting interest rate swap option contracts. The deal contingent forward starting interest rate swap contracts were unwound upon the Company's May 2019 issuance of the new notes, refer to “—Debt Obligations.”

The following table summarizes the fair value of outstanding derivatives:

	June 30, 2019									December 31, 2018
	Asset(a)				Liability(b)					Asset(a)				Liability(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value			Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	255	$	6	$	—	$	—		$	—	$	—	$	755	$	(10	)
Cross-currency interest rate swap contracts	50		1		250		(3		)	50		—		250		(5		)
Foreign currency forward contracts	1,150		38		666		(10		)	1,503		44		496		(10		)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	176		1		453		(2		)	54		—		600		(6		)
Deal contingent forward starting interest rate swap contracts	—		—		10,350		(240		)	—		—		—		—

(a) Included in prepaid expenses and other and other assets.

(b) Included in accrued and other current liabilities and other non-current liabilities.

The following table summarizes the financial statement classification and amount of gain/(loss) recognized on hedging instruments:

	Three Months Ended June 30, 2019					Six Months Ended June 30, 2019
Dollars in Millions	Cost of products sold		Other income (net)			Cost of products sold		Other income (net)
Interest rate swap contracts	$	—	$	7		$	—	$	12
Cross-currency interest rate swap contracts	—		2			—		4
Foreign currency forward contracts	26		11			56		2
Forward starting interest rate swap option contracts	—		—			—		(35		)
Deal contingent forward starting interest rate swap contracts	—		(240		)	—		(240		)

	Three Months Ended June 30, 2018					Six Months Ended June 30, 2018
Dollars in Millions	Cost of products sold			Other income (net)		Cost of products sold			Other income (net)
Interest rate swap contracts	$	—		$	6	$	—		$	13
Cross-currency interest rate swap contracts	—			2		—			4
Foreign currency forward contracts	(13		)	16		(33		)	7

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The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss):

	Three Months Ended June 30,					Six Months Ended June 30,
Dollars in Millions	2019			2018		2019			2018
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)(a)	$	(6	)	$	83	$	39		$	45
Reclassified to Cost of products sold	(26		)	13		(56		)	33
Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)	(4		)	12		2			(4		)
Non-derivatives qualifying as net investment hedges
Non U.S. dollar borrowings gain/(loss):
Recognized in Other Comprehensive Income/(Loss)	(6		)	62		2			16

(a) The amount is expected to be reclassified into earnings in the next 12 months.

Debt Obligations

Short-term debt obligations include:

Dollars in Millions	June 30, 2019		December 31, 2018
Non-U.S. short-term borrowings	$	355	$	320
Current portion of long-term debt	—		1,249
Other	190		134
Total	$	545	$	1,703

Long-term debt and the current portion of long-term debt include:

Dollars in Millions	June 30, 2019			December 31, 2018
Principal Value	$	24,515		$	6,776
Adjustments to Principal Value
Fair value of interest rate swap contracts	6			(10		)
Unamortized basis adjustment from swap terminations	188			201
Unamortized bond discounts and issuance costs	(276		)	(72		)
Total	$	24,433		$	6,895
Current portion of long-term debt	$	—		$	1,249
Long-term debt	24,433			5,646

The fair value of long-term debt was $25.9 billion at June 30, 2019 and $7.1 billion at December 31, 2018 valued using Level 2 inputs. Interest payments were $110 million and $117 million for the six months ended June 30, 2019 and 2018, respectively, net of amounts related to interest rate swap contracts.

During the first quarter of 2019, the $750 million 1.600% Notes and the $500 million 1.750% Notes matured and were repaid.

15

In May 2019, the Company issued an aggregate principal amount of $19.0 billion of floating rate and fixed rate unsecured senior notes. The notes rank equally in right of payment with all of the Company's existing and future senior unsecured indebtedness and the fixed rate notes are redeemable at any time, in whole, or in part, at varying specified redemption prices plus accrued and unpaid interest. All of the notes are subject to special mandatory redemption at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest if the pending acquisition of Celgene is not completed by July 30, 2020 or the Company notifies the trustee in respect of the notes that it will not pursue the consummation of the Celgene acquisition. The following table summarizes the note issuances:

Dollars in Millions	2019
Principal Value:
Floating Rate Notes due 2020	$	750
Floating Rate Notes due 2022	500
2.550% Notes due 2021	1,000
2.600% Notes due 2022	1,500
2.900% Notes due 2024	3,250
3.200% Notes due 2026	2,250
3.400% Notes due 2029	4,000
4.125% Notes due 2039	2,000
4.250% Notes due 2049	3,750
Total	$	19,000
Proceeds net of discount and deferred loan issuance costs	$	18,790

As of June 30, 2019, the Company had four revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in January 2020, two five-year $1.5 billion facilities that were extended to September 2023 and July 2024, respectively, and a $1.0 billion facility expiring in January 2022. All of these facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for the Company's commercial paper borrowings. The Company's $1.0 billion facility and the Company's two $1.5 billion revolving facilities are extendable annually by one year on the anniversary date with the consent of the lenders. No borrowings were outstanding under any revolving credit facility at June 30, 2019 or December 31, 2018.

In connection with the Company's pending acquisition of Celgene, the Company entered into a bridge commitment letter that provided for up to $33.5 billion in a 364-day senior unsecured bridge facility in January 2019. The Company also entered into an $8.0 billion term loan credit agreement consisting of a $1.0 billion 364-day tranche, a $4.0 billion three-year tranche and a $3.0 billion five-year tranche. The term loan reduced the commitments under the bridge facility by $8.0 billion and the net cash proceeds from the issuance of $19.0 billion of new notes in May 2019 further reduced the bridge facility commitments. As a result of these reductions and the amount of available cash, the Company terminated the bridge facility in its entirety immediately following the closing of the notes offering. The term loan is subject to customary terms and conditions and does not have any financial covenants. No amounts will be borrowed under the term loan prior to the closing of the pending acquisition of Celgene. If drawn upon, the proceeds under the term loan will be used solely to fund a portion of the cash to be paid in the pending acquisition of Celgene, the anticipated refinancing of debt of Celgene and the payment of related fees and expenses.

Note 10. RECEIVABLES

Dollars in Millions	June 30, 2019			December 31, 2018
Trade receivables	$	4,822		$	4,914
Less charge-backs and cash discounts	(281		)	(245		)
Less bad debt allowances	(38		)	(33		)
Net trade receivables	4,503			4,636
Prepaid and refundable income taxes	166			218
Alliance, royalties, VAT and other	998			1,111
Receivables	$	5,667		$	5,965

Non-U.S. receivables sold on a nonrecourse basis were $341 million and $397 million for the six months ended June 30, 2019 and 2018, respectively. Receivables from the Company's three largest pharmaceutical wholesalers in the U.S. represented approximately 70% of total trade receivables at June 30, 2019 and December 31, 2018.

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Note 11. INVENTORIES

Dollars in Millions	June 30, 2019		December 31, 2018
Finished goods	$	460	$	396
Work in process	916		1,026
Raw and packaging materials	217		202
Total inventories	$	1,593	$	1,624
Inventories	$	1,308	$	1,195
Other assets(a)	285		429

(a) Other assets include inventory expected to remain on hand beyond one year in both periods.

Note 12. PROPERTY, PLANT AND EQUIPMENT

Dollars in Millions	June 30, 2019			December 31, 2018
Land	$	105		$	104
Buildings	5,257			5,231
Machinery, equipment and fixtures	2,879			2,962
Construction in progress	453			548
Gross property, plant and equipment	8,694			8,845
Less accumulated depreciation	(3,845		)	(3,818		)
Property, plant and equipment	$	4,849		$	5,027

Depreciation expense was $133 million and $266 million for the three and six months ended June 30, 2019 and $126 million and $239 million for the three and six months ended June 30, 2018, respectively.

Note 13. LEASES

The Company leases facilities for office, research and development, and for storage and distribution purposes, comprising approximately 90% 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 and 20 years. Most leases contain specific renewal options for periods ranging between one 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. The Company considers factors 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 the Company’s 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. As most leases do not provide an implicit rate, the Company's incremental borrowing rate was applied on a portfolio approach to discount its real estate lease liabilities.

The remaining 10% of the Company’s total lease obligation is comprised of vehicles used primarily by the Company’s salesforce and an R&D facility operated by a third party under the Company's direction. Vehicle lease terms vary by country with terms generally between one and four years.

The following table summarizes the components of lease expense:

Dollars in Millions	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Operating lease cost	$	28		$	55
Variable lease cost	4			10
Short-term lease cost	5			10
Sublease income	(2		)	(2		)
Total operating lease expense	$	35		$	73

17

Operating lease right-of-use assets and liabilities were as follows as of June 30, 2019 and January 1, 2019:

Dollars in Millions	June 30, 2019		January 1, 2019
Other assets	$	509	$	543
Accrued and other current liabilities	67		40
Other non-current liabilities	516		548
Total liabilities	$	583	$	588

Future lease payments for non-cancellable operating leases as of June 30, 2019 were as follows:

Dollars in Millions	Operating Leases
2019 (excluding the six months ended June 30, 2019)	$	46
2020	85
2021	75
2022	70
2023	61
Thereafter	395
Total future lease payments	732
Less imputed interest	149
Total lease liability	$	583

Right-of-use assets obtained in exchange for new operating lease obligations were not material for the three and six months ended June 30, 2019. Cash paid for amounts included in the measurement of operating lease liabilities was $19 million for the six months ended June 30, 2019, net of a $33 million lease incentive received in the second quarter. The weighted-average remaining lease term was 11 years and the discount rate was 4% as of June 30, 2019.

Note 14. GOODWILL AND OTHER INTANGIBLE ASSETS

Dollars in Millions	Estimated Useful Lives	June 30, 2019			December 31, 2018
Goodwill		$	6,533		$	6,538
Other intangible assets:
Licenses	5 – 15 years	$	482		$	510
Developed technology rights	9 – 15 years	2,357			2,357
Capitalized software	3 – 10 years	1,201			1,156
IPRD		—			32
Gross other intangible assets		4,040			4,055
Less accumulated amortization		(3,045		)	(2,964		)
Other intangible assets		$	995		$	1,091

Amortization expense was $51 million and $104 million for the three and six months ended June 30, 2019 and $47 million and $93 million for the three and six months ended June 30, 2018, respectively.

In the first quarter of 2019, a $32 million IPRD impairment charge was recorded in Research and development following our decision to discontinue development of an investigational compound obtained in the acquisition of Medarex. In the first quarter of 2018, a $64 million impairment charge was recorded in Other income (net) for an out-licensed asset obtained in the acquisition of ZymoGenetics, Inc., which did not meet its primary endpoint in a Phase II clinical study.

18

Note 15. ACCRUED AND OTHER CURRENT LIABILITIES

Dollars in Millions	June 30, 2019		December 31, 2018
Rebates and returns	$	2,633	$	2,417
Employee compensation and benefits	443		848
Research and development	884		805
Dividends	671		669
Royalties	361		391
Deal contingent forward starting interest rate swap contracts	240		—
Branded Prescription Drug Fee	263		188
Liabilities related to assets held-for-sale	163		152
Litigation and other settlements	80		118
Operating leases	67		—
Restructuring	38		85
Pension and postretirement benefits	35		35
Deferred income	92		172
Income taxes payable	360		398
Other	831		781
Accrued and other current liabilities	$	7,161	$	7,059

Note 16. EQUITY

The following table summarizes changes in equity for the six months ended June 30, 2019:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value										Shares		Cost
Balance at December 31, 2018	2,208	$	221	$	2,081	$	(2,762	)	$	34,065		576		$	(19,574	)	$	96
Accounting change - cumulative effect(a)	—	—		—		—			5			—		—			—
Adjusted balance at January 1, 2019	2,208	221		2,081		(2,762		)	34,070			576		(19,574		)	96
Net earnings	—	—		—		—			1,710			—		—			5
Other Comprehensive Income/(Loss)	—	—		—		118			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		22		—			—			(4	)	3			—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2019	2,208	$	221	$	2,103	$	(2,644	)	$	35,109		572		$	(19,571	)	$	99
Net earnings	—	—		—		—			1,432			—		—			7
Other Comprehensive Income/(Loss)	—	—		—		23			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		47		—			—			—		—			—
Distributions	—	—		—		—			—			—		—			(4		)
Balance at June 30, 2019	2,208	$	221	$	2,150	$	(2,621	)	$	35,870		572		$	(19,571	)	$	102

(a) Refer to “—Note 1. Basis of Presentation and Recently Issued Accounting Standards” for additional information.

(b) Cash dividends declared per common share were $0.41 for the three months ended March 31, 2019 and June 30, 2019.

19

The following table summarizes changes in equity for the six months ended June 30, 2018:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value										Shares		Cost
Balance at December 31, 2017	2,208	$	221	$	1,898	$	(2,289	)	$	31,160		575		$	(19,249	)	$	106
Accounting change - cumulative effect(a)	—	—		—		(34		)	332			—		—			—
Adjusted balance at January 1, 2018	2,208	$	221	$	1,898	$	(2,323	)	$	31,492		575		$	(19,249	)	$	106
Net earnings	—	—		—		—			1,486			—		—			9
Other Comprehensive Income/(Loss)	—	—		—		89			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(655		)	—		—			—
Stock repurchase program	—	—		—		—			—			3		(166		)	—
Stock compensation	—	—		18		—			—			(4	)	(18		)	—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2018	2,208	$	221	$	1,916	$	(2,234	)	$	32,323		574		$	(19,433	)	$	113
Net earnings	—	—		—		—			373			—		—			9
Other Comprehensive Income/(Loss)	—	—		—		(100		)	—			—		—			—
Cash dividends declared(b)	—	—		—		—			(652		)	—		—			—
Stock repurchase program	—	—		—		—			—			2		(147		)	—
Stock compensation	—	—		50		—			—			—		—			—
Distributions	—	—		—		—			—			—		—			(21		)
Balance at June 30, 2018	2,208	$	221	$	1,966	$	(2,334	)	$	32,044		576		$	(19,580	)	$	101

(a) Refer to “—Note 1. Accounting Policies and Recently Issued Accounting Standards” in the Company's 2018 Form 10-K for additional information.

(b) Cash dividends declared per common share were $0.40 for the three months ended March 31, 2018 and June 30, 2018.

The Company has a stock repurchase program authorized by its Board of Directors allowing for repurchases in the open market or through private transactions, including plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The stock repurchase program does not have an 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.

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The components of Other Comprehensive Income/(Loss) were as follows:

	2019									2018
Dollars in Millions	Pretax			Tax			After tax			Pretax			Tax			After tax
Three Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)	$	(6	)	$	1		$	(5	)	$	83		$	(10	)	$	73
Reclassified to net earnings(a)	(26		)	3			(23		)	13			(1		)	12
Derivatives qualifying as cash flow hedges	(32		)	4			(28		)	96			(11		)	85
Pension and postretirement benefits:
Actuarial (losses)/gains	(12		)	3			(9		)	—			—			—
Amortization(b)	16			(2		)	14			16			(3		)	13
Settlements(b)	44			(10		)	34			38			(8		)	30
Pension and postretirement benefits	48			(9		)	39			54			(11		)	43
Available-for-sale securities:
Unrealized gains/(losses)	13			—			13			(8		)	1			(7		)
Foreign currency translation	(3		)	2			(1		)	(204		)	(17		)	(221		)
Total Other Comprehensive Income/(Loss)	$	26		$	(3	)	$	23		$	(62	)	$	(38	)	$	(100	)
Six Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)	$	39		$	(4	)	$	35		$	45		$	(4	)	$	41
Reclassified to net earnings(a)	(56		)	7			(49		)	33			(8		)	25
Derivatives qualifying as cash flow hedges	(17		)	3			(14		)	78			(12		)	66
Pension and postretirement benefits:
Actuarial (losses)/gains	(14		)	3			(11		)	112			(24		)	88
Amortization(b)	33			(6		)	27			36			(6		)	30
Settlements(b)	93			(21		)	72			69			(15		)	54
Pension and postretirement benefits	112			(24		)	88			217			(45		)	172
Available-for-sale securities:
Unrealized gains/(losses)	36			—			36			(40		)	7			(33		)
Realized losses	3			—			3			—			—			—
Available-for-sale securities	39			—			39			(40		)	7			(33		)
Foreign currency translation	29			(1		)	28			(211		)	(5		)	(216		)
Total Other Comprehensive Income/(Loss)	$	163		$	(22	)	$	141		$	44		$	(55	)	$	(11	)

(a) Included in Cost of products sold.

(b) Included in Other income (net).

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The accumulated balances related to each component of Other Comprehensive Income/(Loss), net of taxes, were as follows:

Dollars in Millions	June 30, 2019			December 31, 2018
Derivatives qualifying as cash flow hedges	$	37		$	51
Pension and postretirement benefits	(2,014		)	(2,102		)
Available-for-sale securities	9			(30		)
Foreign currency translation	(653		)	(681		)
Accumulated other comprehensive loss	$	(2,621	)	$	(2,762	)

Note 17. RETIREMENT BENEFITS

The Company sponsors defined benefit pension plans, defined contribution plans and termination indemnity plans for regular full-time employees. The principal defined benefit pension plan is the Bristol-Myers Squibb Retirement Income Plan (the “Plan”), covering most U.S. employees and representing approximately 67% of the consolidated pension plan assets and 61% of the obligations. Future benefits related to service for this plan were eliminated in 2009. BMS contributes at least the minimum amount required by the ERISA. Plan benefits are based primarily on the participant’s years of credited service and final average compensation. As of June 30, 2019, Plan assets consist primarily of fixed-income securities.

In December 2018, BMS announced plans to fully terminate the Plan. Pension obligations related to the Plan of $3.8 billion will be distributed through a combination of lump sum payments to eligible Plan participants who elected such payments and through the purchase of group annuity contracts from wholly owned insurance subsidiaries of Athene Holding Ltd. (“Athene”). The benefit obligation for the Plan as of June 30, 2019 was therefore determined on a plan termination basis and included the obligation attributable to eligible active and deferred vested participants who elected lump sum payments during the election window which will be paid in July 2019. The remaining obligation expected to be transferred to Athene includes an annuity purchase price premium. The Plan has sufficient assets to satisfy all transaction obligations. The transaction is expected to close in the third quarter 2019 and will result in a non-cash pre-tax pension settlement charge of approximately $1.5 billion.

The net periodic benefit cost/(credit) of defined benefit pension plans includes:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Service cost – benefits earned during the year	$	5		$	7		$	12		$	14
Interest cost on projected benefit obligation	37			50			81			96
Expected return on plan assets	(70		)	(109		)	(134		)	(218		)
Amortization of prior service credits	(1		)	(1		)	(2		)	(2		)
Amortization of net actuarial loss	17			19			35			40
Curtailments and settlements	44			38			93			69
Net periodic pension benefit cost/(credit)	$	32		$	4		$	85		$	(1	)

Pension settlement charges were recognized after determining that the annual lump sum payments will likely exceed the annual interest and service costs for the primary and certain other U.S. and international pension plans. The charges included the acceleration of a portion of unrecognized actuarial losses. Non-current pension liabilities were $423 million at June 30, 2019 and $427 million at December 31, 2018. Defined contribution plan expense in the U.S. was approximately $50 million and $90 million for the three and six months ended June 30, 2019 and 2018, respectively. Comprehensive medical and group life benefits are provided for substantially all U.S. retirees electing to participate in comprehensive medical and group life plans and to a lesser extent certain benefits for non-U.S. employees. The net periodic benefit credits were not material in both periods.

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Note 18. LEGAL PROCEEDINGS AND CONTINGENCIES

The Company and certain of its subsidiaries are involved in various lawsuits, claims, government investigations and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, suppliers, service providers, licensees, employees, or shareholders, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. The Company recognizes accruals for such contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. These matters involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage. Legal proceedings that are material or that the Company believes could become material are described below.

Although the Company believes it has substantial defenses in these matters, there can be no assurance that there will not be an increase in the scope of pending matters or that any future lawsuits, claims, government investigations or other legal proceedings will not be material. Unless otherwise noted, the Company is unable to assess the outcome of the respective litigation nor is it able to provide an estimated range of potential loss. Furthermore, failure to enforce the Company's patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

INTELLECTUAL PROPERTY

Plavix* - Australia

As previously disclosed, Sanofi was notified that, in August 2007, GenRx Proprietary Limited (GenRx) obtained regulatory approval of an application for clopidogrel bisulfate 75mg tablets in Australia. GenRx, formerly a subsidiary of Apotex Inc. (Apotex), has since changed its name to Apotex. In August 2007, Apotex filed an application in the Federal Court of Australia (the Federal Court) seeking revocation of Sanofi’s Australian Patent No. 597784 (Case No. NSD 1639 of 2007). Sanofi filed counterclaims of infringement and sought an injunction. On September 21, 2007, the Federal Court granted Sanofi’s injunction. A subsidiary of the Company was subsequently added as a party to the proceedings. In February 2008, a second company, Spirit Pharmaceuticals Pty. Ltd., also filed a revocation suit against the same patent. This case was consolidated with the Apotex case, and a trial occurred in April 2008. On August 12, 2008, the Federal Court of Australia held that claims of Patent No. 597784 covering clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate salts were valid. The Federal Court also held that the process claims, pharmaceutical composition claims, and claim directed to clopidogrel and its pharmaceutically acceptable salts were invalid. The Company and Sanofi filed notices of appeal in the Full Court of the Federal Court of Australia (Full Court) appealing the holding of invalidity of the claim covering clopidogrel and its pharmaceutically acceptable salts, process claims, and pharmaceutical composition claims which have stayed the Federal Court’s ruling. Apotex filed a notice of appeal appealing the holding of validity of the clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate claims. A hearing on the appeals occurred in February 2009. On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In November 2009, the Company and Sanofi applied to the High Court of Australia (High Court) for special leave to appeal the judgment of the Full Court. In March 2010, the High Court denied the Company and Sanofi’s request to hear the appeal of the Full Court decision. The case was remanded to the Federal Court for further proceedings related to damages sought by Apotex. The Company and Apotex have settled the Apotex case, and the case was dismissed. The Australian government has intervened in this matter and is seeking maximum damages up to 449 million AUD ($313 million), plus interest, which would be split between the Company and Sanofi, for alleged losses experienced for paying a higher price for branded Plavix* during the period when the injunction was in place. The Company and Sanofi have disputed that the Australian government is entitled to any damages and the Australian government's claim is still pending and a trial was concluded in September 2017. The Company is expecting a decision in 2019.

Sprycel - Europe

In May 2013, Apotex, Actavis Group PTC ehf, Generics [UK] Limited (Mylan) and an unnamed company filed oppositions in the EPO seeking revocation of European Patent No. 1169038 (the ‘038 patent) covering dasatinib, the active ingredient in Sprycel. On January 20, 2016, the Opposition Division of the EPO revoked the ‘038 patent. In May 2016, the Company appealed the EPO’s decision to the EPO Board of Appeal. In February 2017, the EPO Board of Appeal upheld the Opposition Division’s decision, and revoked the ‘038 patent. Orphan drug exclusivity and data exclusivity for Sprycel in the EU expired in November 2016. The EPO Board of Appeal’s decision does not affect the validity of the Company's other Sprycel patents within and outside Europe, including different patents that cover the monohydrate form of dasatinib and the use of dasatinib to treat CML. Additionally, in February 2017, the EPO Board of Appeal reversed and remanded an invalidity decision on European Patent No. 1610780 and its claim to the use of dasatinib to treat CML, which the EPO’s Opposition Division had revoked in October 2012. In December 2018, the EPO’s Opposition Division upheld the validity of the patent directed to the use of dasatinib to treat CML, which expires in 2024. The Company intends to take appropriate legal actions to protect Sprycel.

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Anti-PD-1 Antibody Patent Oppositions and Litigation

In September 2015, Dana-Farber Cancer Institute (Dana-Farber) filed a complaint in Massachusetts federal court seeking to correct the inventorship on up to six related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber is seeking to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in this case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer during the relevant period. In February 2019, the Company settled the lawsuit with Pfizer. A bench trial in the lawsuit with Dana-Farber took place in February 2019. In May, the judge in the case issued an opinion ruling that the two scientists should be added as inventors to the patents. The decision has been appealed to the Federal Circuit. In June 2019, Dana Farber filed a new lawsuit in the District of Massachusetts against the Company seeking damages as a result of the court's decision adding the scientists as inventors.

Eliquis Patent Litigation - U.S.

In 2017, twenty-five generic companies sent the Company Paragraph-IV certification letters informing the Company that they had filed aNDAs seeking approval of generic versions of Eliquis. As a result, two Eliquis patents listed in the FDA Orange Book are being challenged: the composition of matter patent claiming apixaban specifically and a formulation patent. In April 2017, the Company, along with its partner Pfizer, initiated patent lawsuits under the Hatch-Waxman Act against all generic filers in federal district courts in Delaware and West Virginia. In August 2017, the U.S. Patent and Trademark Office granted patent term restoration to the composition of matter patent, thereby restoring the term of the Eliquis composition of matter patent, which is the Company’s basis for projected LOE, from February 2023 to November 2026. The Company has settled lawsuits with a number of aNDA filers through March 2019. The settlements do not affect the Company’s projected LOE for Eliquis. A trial with the remaining aNDA filers is scheduled for October 2019 in the U.S. District Court for the District of Delaware.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits

The Company and certain affiliates of Sanofi are defendants in consumer protection and/or false advertising actions brought by the attorneys general of Hawaii and New Mexico relating to the sales and promotion of Plavix*. The Hawaii matter is currently scheduled for trial in April 2020.

PRODUCT LIABILITY LITIGATION

The Company is a party to various product liability lawsuits. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. As previously disclosed, in addition to lawsuits, the Company also faces unfiled claims involving its products.

Byetta*

Amylin, a former subsidiary of the Company, and Lilly are co-defendants in product liability litigation related to Byetta*. To date, there are approximately 560 separate lawsuits pending on behalf of approximately 2,200 active plaintiffs (including pending settlements), which include injury plaintiffs as well as claims by spouses and/or other beneficiaries, in various courts in the U.S. The majority of these cases have been brought by individuals who allege personal injury sustained after using Byetta*, primarily pancreatic cancer, and, in some cases, claiming alleged wrongful death. The majority of cases are pending in federal court in San Diego in a MDL or in a coordinated proceeding in California Superior Court in Los Angeles (JCCP). In November 2015, the defendants' motion for summary judgment based on federal preemption was granted in both the MDL and the JCCP. In November 2017, the Ninth Circuit reversed the MDL summary judgment order and remanded the case to the MDL. In November 2018, the California Court of Appeal reversed the state court summary judgment order and remanded those cases to the JCCP for further proceedings. Amylin has product liability insurance covering a substantial number of claims involving Byetta* and any additional liability to Amylin with respect to Byetta* is expected to be shared between the Company and AstraZeneca.

Abilify*

The Company and Otsuka are co-defendants in product liability litigation related to Abilify*. Plaintiffs allege Abilify* caused them to engage in compulsive gambling and other impulse control disorders. There have been over 2,000 cases filed in state and federal courts and additional cases are pending in Canada. The Judicial Panel on Multidistrict Litigation consolidated the federal court cases for pretrial purposes in the United States District Court for the Northern District of Florida. On February 15, 2019, the Company and Otsuka entered into a master settlement agreement establishing a proposed settlement program to resolve all Abilify* compulsivity claims filed as of January 28, 2019 in the MDL as well as the various state courts, including California and New Jersey.

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Eliquis

The Company and Pfizer are co-defendants in product liability litigation related to Eliquis. Plaintiffs assert claims, including claims for wrongful death, as a result of bleeding they allege was caused by their use of Eliquis. As of April 2019, no claims remain pending in the MDL in the U.S. District Court for the Southern District of New York or in state court. One case remains pending in Canada. Over 200 cases have been dismissed with prejudice in the MDL. The claims of 23 plaintiffs were appealed to the Second Circuit Court of Appeals, which, in March 2019, affirmed the MDL's dismissals. The plaintiffs did not file a petition for certiorari to the U.S. Supreme Court. This litigation is now concluded.

Onglyza*

The Company and AstraZeneca are co-defendants in product liability litigation related to Onglyza*. Plaintiffs assert claims, including claims for wrongful death, as a result of heart failure or other cardiovascular injuries they allege were caused by their use of Onglyza*. As of June 2019, claims are pending in state and federal court on behalf of approximately 290 individuals who allege they ingested the product and suffered an injury. In February 2018, the Judicial Panel on Multidistrict Litigation ordered all federal cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of the claims are pending in the MDL. As part of the Company’s global diabetes business divestiture, the Company sold Onglyza* to AstraZeneca in February 2014 and any potential liability with respect to Onglyza* is expected to be shared with AstraZeneca.

SECURITIES LITIGATION

Since February 2018, two separate putative class action complaints were filed in the U.S. District for the Northern District of California and in the U.S. District Court for the Southern District of New York against the Company, the Company’s Chief Executive Officer, Giovanni Caforio, the Company’s Chief Financial Officer, Charles A. Bancroft and certain former and current executives of the Company. The case in California has been voluntarily dismissed. The remaining complaint alleges violations of securities laws for the Company’s disclosures related to the CheckMate-026 clinical trial in lung cancer. A fully briefed motion to dismiss is pending before the court. The Company intends to defend itself vigorously in this litigation.

OTHER LITIGATION

Acquisition of Celgene Litigation

Following the announcement of the Company's pending acquisition of Celgene, thirteen complaints were filed by Celgene shareholders in the U.S. District Court for the District of Delaware, U.S. District Court for the District of New Jersey, the U.S. District Court for the Southern District of New York and the Court of Chancery of the State of Delaware seeking to enjoin the Company's pending acquisition of Celgene. The complaints in these actions name as defendants Celgene and the members of Celgene's Board of Directors. Five of these complaints also name the Company and Burgundy Merger Sub, Inc., a wholly-owned subsidiary of the Company that was formed solely for the purpose of completing the pending acquisition of Celgene and will be merged with and into Celgene upon the completion of the acquisition, as defendants. Of the complaints naming the Company as a defendant, four are styled as putative class actions. The plaintiffs allege violations of various federal securities laws and breaches of fiduciary duties in connection with the acquisition of Celgene by the Company. After the Company and Celgene released supplemental disclosures relating to the proposed acquisition in early April 2019, the plaintiffs in these cases agreed to dismiss their actions. As of June 30, 2019, all of these complaints have been dismissed, including all five complaints that named the Company and Burgundy Merger Sub, Inc. as defendants.

Separately, a fourteenth complaint styled as a putative class action was filed in the Court of Chancery of the State of Delaware on behalf of the Company's shareholders naming members of the Company's Board of Directors as defendants. This complaint alleges that each of the members of the Company's Board of Directors breached his or her fiduciary duties to the Company and its shareholders by failing to disclose material information about the pending acquisition. The lawsuit was voluntarily dismissed in April 2019.

Acquisition of Flexus Litigation

In February 2015, the Company acquired Flexus including rights to its IDO-1 inhibitor. In September 2015, Incyte Corporation (“Incyte”) sued Flexus and Flexus's founders (“Flexus Defendants”) in the Superior Court of the State of Delaware. In its initial and subsequent amended complaints, Incyte alleged claims against the Flexus Defendants, among others, for the misappropriation of various trade secrets relating to the research and development of Incyte's IDO-1 inhibitor. In November 2018, following a trial, a jury in the Superior Court of Delaware returned a defense verdict for the Flexus Defendants. Incyte did not appeal the decision. This litigation is now concluded.

Average Manufacturer Price Litigation

The Company is a defendant in a qui tam (whistleblower) lawsuit in the U.S. District Court for the Eastern District of Pennsylvania, in which the U.S. Government declined to intervene. The complaint alleges that the Company inaccurately reported its average manufacturer prices to the Centers for Medicare and Medicaid Services to lower what it owed. Similar claims have been filed against other companies. The case is currently scheduled for trial in January 2020.

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HIV Medication Antitrust Lawsuits

The Company and several other manufacturers of HIV medications are defendants in related lawsuits brought by indirect purchasers in the U.S. District Court for the Northern District of California alleging that the defendants’ agreements to develop and sell fixed-dose combination products for the treatment of HIV, including Atripla* and Evotaz, violate antitrust laws.

GOVERNMENT INVESTIGATIONS

Like other pharmaceutical companies, the Company and certain of its subsidiaries are subject to extensive regulation by national, state and local government agencies in the U.S. and other countries in which BMS operates. As a result, the Company, from time to time, is subject to various governmental inquiries and investigations. It is possible that criminal charges, substantial fines and/or civil penalties, could result from government investigations.

ENVIRONMENTAL PROCEEDINGS

As previously reported, the Company is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at the Company’s current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA Matters

With respect to CERCLA matters for which the Company is responsible under various state, federal and foreign laws, the Company typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other “potentially responsible parties,” and the Company accrues liabilities when they are probable and reasonably estimable. The Company estimated its share of future costs for these sites to be $66 million at June 30, 2019, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.

NOTE 19. PENDING CELGENE ACQUISITION

On January 3, 2019, the Company announced that it entered into a definitive merger agreement under which it will acquire Celgene. Under the terms of the agreement, which has been approved by the respective Boards of Directors of the Company and Celgene, if the merger is completed, Celgene shareholders will receive one share of the Company's common stock and $50.00 in cash for each share of Celgene common stock held by them. Celgene shareholders will also receive one tradeable contingent value right for each share of Celgene representing the right to receive $9.00 in cash, which is subject to the achievement of future regulatory milestones. Based on the closing price of a share of the Company's common stock on January 2, 2019, the most recent trading day prior to the date of the announcement, the merger consideration represented approximately $74 billion. The amount of consideration to be received by Celgene shareholders will fluctuate with changes in the price of shares of BMS common stock.

The Company expects to fund the anticipated cash portion of the merger consideration through a combination of available cash, including $18.8 billion of net proceeds raised in the May 2019 issuance of new notes, borrowings under the term loan established earlier in the year and short-term borrowings. The Company also expects to enter into an accelerated share repurchase program of approximately $5.0 billion, subject to Board of Directors’ approval. The ultimate amount of shares to be repurchased may change based on company and market factors. See “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Position, Liquidity and Capital Resources” for a discussion of the Company's financing arrangements in connection with the pending acquisition.

The acquisition was approved by the Company’s and Celgene’s shareholders on April 12, 2019. Consummation of the pending acquisition remains subject to the satisfaction of customary closing conditions and regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals under the antitrust laws of other jurisdictions. With respect to the review of the pending acquisition pursuant to the HSR Act, the Company and Celgene on March 25, 2019 each received a request for additional information and documentary materials (also known as a “second request”) from the FTC in connection with its review. To allow the pending acquisition to close on a timely basis in light of concerns expressed by the FTC, the Company is planning to divest Otezla*. The planned divestiture will be subject to further review by the FTC and will require the Company to enter into a consent decree with the FTC. Once the FTC accepts the consent order and the other customary closing conditions are satisfied, the Company intends to close the Celgene acquisition at the earliest possible date, which it currently expects to be at the end of 2019 or the beginning of 2020.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of results of operations and financial condition is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q to enhance the understanding of our results of operations, financial condition and cash flows.

EXECUTIVE SUMMARY

Bristol-Myers Squibb Company is a global specialty biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. Our strategy is to combine the resources, scale and capability of a pharmaceutical company with the speed and focus on innovation of the biotech industry. Our focus as a specialty biopharmaceutical company is on discovering, developing and delivering transformational medicines for patients facing serious diseases. Our four strategic priorities are to drive business performance, continue to further build a leading franchise in IO, maintain a diversified portfolio both within and outside of IO, and continue our disciplined approach to capital allocation, including establishing partnerships, collaborations and in-licensing or acquiring investigational compounds as an essential component of successfully delivering transformational medicines to patients. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

On January 3, 2019, we announced that we entered into a definitive merger agreement to acquire Celgene. The acquisition was approved by our and Celgene’s respective shareholders on April 12, 2019. We expect that the pending acquisition will enable us to create a leading focused specialty biopharmaceutical company that is well positioned to address the needs of patients with cancer, inflammatory, immunologic or cardiovascular diseases through high-value innovation medicines and leading scientific capabilities. The transaction remains subject to the satisfaction of customary closing conditions and regulatory approvals, including review by the FTC, but is expected to close at the end of 2019 or the beginning of 2020. Refer to “Item 1. Financial Statements—Note 19. Pending Celgene Acquisition” for further discussion on our pending acquisition of Celgene. Refer to “—Financial Position, Liquidity and Capital Resources” for a discussion of our financing arrangements in connection with the pending acquisition.

Our revenues increased by 12% for the six months ended June 30, 2019 as a result of higher demand for Eliquis and Opdivo. The $0.79 increase in GAAP EPS primarily resulted from higher revenues, lower license and asset acquisition charges and equity investment losses primarily related to the Nektar collaboration in 2018. After adjusting for specified items, non-GAAP EPS increased $0.34 due to higher revenues.

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions, except per share data	2019		2018		2019		2018
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897
Diluted Earnings Per Share
GAAP	$	0.87	$	0.23	$	1.92	$	1.13
Non-GAAP	1.18		1.01		2.29		1.95

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items which represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For a detailed listing of all specified items and further information and reconciliations of non-GAAP financial measures refer to “—Non-GAAP Financial Measures.”

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Significant Product and Pipeline Approvals

Product Date Approval

Opdivo+Yervoy	March 2019	Announced conversion of accelerated FDA approval to full FDA approval for Opdivo+Yervoy for first line metatstatic melanoma treatment based on longer follow-up data from CheckMate-067.
	January 2019	Announced the EC approval of Opdivo plus low-dose Yervoy for previously untreated patients with intermediate and poor-risk advanced RCC.

Orencia April 2019 Announced the EC approval of an extension application to add 2 new strengths of 50 mg and 87.5 mg for solution for injection in a pre-filled syringe (PFS) - in addition to the existing 125 mg strength - for subcutaneous administration, as well as a new indication for Orencia solution for injection in a PFS for the treatment of moderate to severe active polyarticular juvenile idiopathic arthritis in paediatric patients 2 years of age and older.

Sprycel February 2019 Announced the EC approval of Sprycel, in both tablet and powder for oral suspension formulations, in combination with chemotherapy for the treatment of pediatric patients with newly diagnosed Philadelphia chromosome-positive ALL.

Refer to “—Product and Pipeline Developments” for all of the developments in our marketed products and late-stage pipeline in 2019.

Acquisitions, Divestitures, Licensing and Collaboration Arrangements

Acquisitions, divestitures, licensing and collaboration arrangements allow us to focus our resources behind our growth opportunities that drive the greatest long-term value. We are focused on the following core therapeutic areas: oncology, including IO, immunoscience, cardiovascular diseases and fibrosis. In the second quarter of 2019, we provided notice of termination to PsiOxus Therapeutics, Ltd. pertaining to the License and Collaboration agreement for the development of NG-348, an “armed” oncolytic virus in solid tumors. Refer to “Item 1. Financial Statements—Note 3. Alliances” and “—Note 4. Acquisitions, Divestitures and Other Arrangements” for further information. Refer to “Item 1. Financial Statements—Note 19. Pending Celgene Acquisition” for further discussion on our pending acquisition of Celgene. Refer to “—Financial Position, Liquidity and Capital Resources” for a discussion of our financing arrangements in connection with the pending acquisition.

RESULTS OF OPERATIONS

Regional Revenues

	Three Months Ended June 30,								Six Months Ended June 30,
	Total Revenues				2019 vs. 2018				Total Revenues				2019 vs. 2018
Dollars in Millions	2019		2018		% Change		Foreign Exchange(b)		2019		2018		% Change		Foreign Exchange(b)
United States	$	3,667	$	3,230	14	%	—		$	7,116	$	6,008	18	%	—
Europe	1,491		1,408		6	%	(7	)%	2,971		2,814		6	%	(7	)%
Rest of the World	988		923		7	%	(7	)%	1,862		1,796		4	%	(7	)%
Other(a)	127		143		(11	)%	N/A		244		279		(13	)%	N/A
Total	$	6,273	$	5,704	10	%	(3	)%	$	12,193	$	10,897	12	%	(3	)%

(a) Other revenues include royalties and alliance-related revenues for products not sold by our regional commercial organizations.

(b) Foreign exchange impacts were derived by applying the prior period average currency rates to the current period sales.

U.S. revenues increased due to higher demand for Eliquis and Opdivo. Average U.S. net selling prices were 1% higher after discounts, charge-backs and rebates and are expected to be roughly flat on a full year basis.

Europe revenues increased due to higher demand for Opdivo and Eliquis, partially offset by foreign exchange, lower demand for established brands and lower average net selling prices.

Rest of the World revenues increased due to higher demand for Opdivo, Eliquis and Yervoy, partially offset by foreign exchange.

No single country outside the U.S. contributed more than 10% of total revenues during the six months ended June 30, 2019 or 2018. Our business is typically not seasonal.

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GTN Adjustments

The reconciliation of gross product sales to net product sales by each significant category of GTN adjustments was as follows:

	Three Months Ended June 30,								Six Months Ended June 30,
Dollars in Millions	2019			2018			% Change		2019			2018			% Change
Gross product sales	$	8,819		$	7,509		17	%	$	16,813		$	14,210		18	%
GTN adjustments
Charge-backs and cash discounts	(890		)	(663		)	34	%	(1,664		)	(1,246		)	34	%
Medicaid and Medicare rebates	(1,090		)	(765		)	42	%	(1,890		)	(1,322		)	43	%
Other rebates, returns, discounts and adjustments	(808		)	(620		)	30	%	(1,515		)	(1,209		)	25	%
Total GTN adjustments	(2,788		)	(2,048		)	36	%	(5,069		)	(3,777		)	34	%
Net product sales	$	6,031		$	5,461		10	%	$	11,744		$	10,433		13	%
GTN adjustments percentage	32		%	27		%	5	%	30		%	27		%	3	%
U.S.	39		%	35		%	4	%	38		%	34		%	4	%
Non-U.S.	15		%	13		%	2	%	14		%	12		%	2	%

Reductions to provisions for product sales made in prior periods resulting from changes in estimates were $127 million and $110 million for the six months ended June 30, 2019 and 2018, respectively. GTN adjustments are primarily a function of product sales volume, regional and payer channel mix, contractual or legislative discounts and rebates. GTN adjustments are increasing at a higher rate than gross product sales due to higher U.S. Eliquis gross product sales, which has a relatively high GTN adjustment percentage as a result of competitive pressures to maintain its position on healthcare payer formularies allowing patients continued access through their medical plans.

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Product Revenues

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019		2018		% Change		2019		2018		% Change
Prioritized Brands
Opdivo	$	1,823	$	1,627	12	%	$	3,624	$	3,138	15	%
U.S.	1,112		1,024		9	%	2,236		1,962		14	%
Non-U.S.	711		603		18	%	1,388		1,176		18	%
Eliquis	2,042		1,650		24	%	3,967		3,156		26	%
U.S.	1,269		979		30	%	2,475		1,864		33	%
Non-U.S.	773		671		15	%	1,492		1,292		15	%
Orencia	778		711		9	%	1,418		1,304		9	%
U.S.	566		501		13	%	1,015		886		15	%
Non-U.S.	212		210		1	%	403		418		(4	)%
Sprycel	544		535		2	%	1,003		973		3	%
U.S.	307		310		(1	)%	547		524		4	%
Non-U.S.	237		225		5	%	456		449		2	%
Yervoy	367		315		17	%	751		564		33	%
U.S.	253		228		11	%	528		390		35	%
Non-U.S.	114		87		31	%	223		174		28	%
Empliciti	91		64		42	%	174		119		46	%
U.S.	63		41		54	%	121		78		55	%
Non-U.S.	28		23		22	%	53		41		29	%
Established Brands
Baraclude	147		179		(18	)%	288		404		(29	)%
U.S.	7		9		(22	)%	14		19		(26	)%
Non-U.S.	140		170		(18	)%	274		385		(29	)%
Other Brands	481		623		(23	)%	968		1,239		(22	)%
U.S.	90		138		(35	)%	180		285		(37	)%
Non-U.S.	391		485		(19	)%	788		954		(17	)%
Total Revenues	6,273		5,704		10	%	12,193		10,897		12	%
U.S.	3,667		3,230		14	%	7,116		6,008		18	%
Non-U.S.	2,606		2,474		5	%	5,077		4,889		4	%

30

Opdivo (nivolumab) — a fully human monoclonal antibody that binds to the PD-1 on T and NKT cells that has been approved for several anti-cancer indications including bladder, blood, colon, head and neck, kidney, liver, lung, melanoma and stomach and continues to be investigated across other tumor types and disease areas.

• U.S. revenues increased due to higher demand resulting from the second quarter 2018 approval of the Opdivo+Yervoy combination for kidney cancer and increased use in adjuvant melanoma which was approved in December 2017. The lower growth rate in the second quarter 2019 as compared to 2018 was primarily due to the timing of the kidney and adjuvant melanoma launches in prior periods in combination with a decline in previously-treated advanced lung cancer. Sequential reduction of revenue in recent quarters is due to lower demand in the previously-treated advanced lung cancer market and we expect these trends to continue until the market stabilizes or new indications are approved and launched.

• International revenues increased due to higher demand as a result of approvals for additional indications and launches in new countries. Excluding foreign exchange impacts, revenues increased by 26% in the second quarter and 28% year-to-date.

Eliquis (apixaban) — an oral Factor Xa inhibitor targeted at stroke prevention in adult patients with NVAF and the prevention and treatment of VTE disorders.

• U.S. revenues increased due to market share gains within the oral anticoagulants market.

• International revenues increased due to higher demand attributed to both oral anticoagulant market growth and market share gains. Excluding foreign exchange impacts, revenues increased by 21% in the second quarter and 22% year-to-date.

Orencia (abatacept) — a fusion protein indicated for adult patients with moderate to severe active RA and PsA and is also indicated for reducing signs and symptoms in certain pediatric patients with moderately to severely active polyarticular JIA.

• U.S. revenues increased due to demand and higher average net selling prices.

• International revenues excluding foreign exchange impacts increased by 7% in the second quarter and 3% year-to-date.

Sprycel (dasatinib) — an oral inhibitor of multiple tyrosine kinase indicated for the first-line treatment of patients with Philadelphia chromosome-positive CML in chronic phase and the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase CML with resistance or intolerance to prior therapy, including Gleevec* (imatinib meslylate).

• U.S. revenues decreased in the second quarter due to retail inventory workdown, partially offset by higher average net selling prices and increased year-to-date due to higher average net selling prices.

• International revenues excluding foreign exchange impacts increased by 10% in the second quarter and 7% year-to-date. We may experience a decline in European revenues due to generic competition.

Yervoy (ipilimumab) — a monoclonal antibody for the treatment of patients with unresectable or metastatic melanoma.

• U.S. revenues increased due to higher demand resulting from the second quarter 2018 approval of the Opdivo+Yervoy combination for kidney cancer.

• International revenues increased due to higher demand and from the approval of the Opdivo+Yervoy combination for melanoma and kidney cancer in Japan. Excluding foreign exchange impacts, revenues increased by 39% in the second quarter and 37% year-to-date.

Empliciti (elotuzumab) — a humanized monoclonal antibody for the treatment of multiple myeloma.

• U.S. revenues increased due to the fourth quarter 2018 approval of Empliciti in combination with pomalidomide and dexamethasone for relapsed or refractory multiple myeloma.

Baraclude (entecavir) — an oral antiviral agent for the treatment of chronic hepatitis B.

• International revenues continued to decrease due to lower demand resulting from increased generic competition.

Other Brands — includes Sustiva, Reyataz, Daklinza and all other products that lost exclusivity in major markets, OTC brands and royalty revenue.

• International revenues decreased primarily due to divestiture of certain other brands and continued generic erosion.

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Estimated End-User Demand

Pursuant to the SEC Consent Order described in our 2018 Form 10-K, we monitor inventory levels on hand in the U.S. wholesaler distribution channel and outside of the U.S. in the direct customer distribution channel. We are obligated to disclose products with levels of inventory in excess of one month on hand or expected demand, subject to a de minimis exception. Estimated levels of inventory in the distribution channel in excess of one month on hand for the following products were not material to our results of operations as of the dates indicated. Below are international products that had estimated levels of inventory in the distribution channel in excess of one month at March 31, 2019.

Dafalgan, an analgesic product sold principally in Europe, had 1.2 months of inventory on hand internationally at direct customers compared to 1.1 months of inventory on hand at December 31, 2018. The level of inventory on hand was primarily due to the ordering patterns of pharmacists in France.

Efferalgan, an analgesic product sold principally in Europe, had 1.7 months of inventory on hand internationally at direct customers compared to 1.4 months of inventory on hand at December 31, 2018. The level of inventory on hand was primarily due to the ordering patterns of pharmacists in France.

Fervex, a cold and flu product, had 3.1 months of inventory on hand at direct customers compared to 2.5 months of inventory on hand at December 31, 2018. The level of inventory on hand was primarily due to the ordering patterns of pharmacists in France.

Perfalgan, an analgesic product, had 2.2 months of inventory on hand internationally at direct customers compared to 1.6 months of inventory on hand at December 31, 2018. The level of inventory on hand was primarily in the Gulf Countries due to extended delivery lead time.

Sustiva, an HIV product, had 1.8 months of inventory on hand internationally at direct customers compared to 2.1 months of inventory on hand at December 31, 2018. The level of inventory on hand was attributable to low volume in-market sales in Canada

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 97% of total gross sales of U.S. products. Factors that may influence our estimates include generic competition, seasonality of products, wholesaler purchases in light of increases in wholesaler list prices, new product launches, new warehouse openings by wholesalers and new customer stockings by wholesalers. In addition, these estimates are calculated using third-party data, which may be impacted by their recordkeeping processes.

Our non-U.S. businesses have significantly more direct customers. Information on available direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information varies widely. We limit our direct customer sales channel inventory reporting to where we can influence demand. When this information does not exist or is otherwise not available, we have developed a variety of methodologies to estimate such data, including using historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Given the difficulties inherent in estimating third-party demand information, we evaluate our methodologies to estimate direct customer product level inventory and to calculate months on hand on an ongoing basis and make changes as necessary. Factors that may affect our estimates include generic competition, seasonality of products, price increases, new product launches, new warehouse openings by direct customers, new customer stockings by direct customers and expected direct customer purchases for governmental bidding situations. As such, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. business for the quarter ended June 30, 2019 is not available prior to the filing of this Quarterly Report on Form 10-Q. We will disclose any product with inventory levels in excess of one month on hand or expected demand for the current quarter, subject to a de minimis exception, in the next quarterly report on Form 10-Q.

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Expenses

	Three Months Ended June 30,							Six Months Ended June 30,
Dollars in Millions	2019		2018			% Change		2019			2018			% Change
Cost of products sold	$	1,992	$	1,625		23	%	$	3,836		$	3,209		20	%
Marketing, selling and administrative	1,076		1,131			(5	)%	2,082			2,111			(1	)%
Research and development	1,328		2,435			(45	)%	2,679			3,685			(27	)%
Other income (net)	101		(4		)	**		(159		)	(404		)	(61	)%
Total Expenses	$	4,497	$	5,187		(13	)%	$	8,438		$	8,601		(2	)%

Cost of products sold increased due to higher royalties and profit sharing ($196 million in the second quarter and $427 million year-to-date) resulting primarily from higher Eliquis sales, a $109 million impairment charge to reduce the carrying value of assets held-for-sale to the estimated fair value in the second quarter of 2019 and higher product costs, partially offset by foreign exchange.

Marketing, selling and administrative expenses decreased due to foreign exchange impact of 3%.

Research and development decreased due to the impact of the Nektar upfront payment and other significant charges in 2018.

Significant charges included in Research and development were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Nektar	$	—		$	1,050	(a)	$	—		$	1,050	(a)
IFM	25		(b)	25		(b)	25		(b)	25		(b)
Cormorant	—			—			—			60		(b)
License and asset acquisition charges	25			1,075			25			1,135
IPRD impairments	—			—			32			—
Site exit costs	19			19			38			39
Research and development significant charges	$	44		$	1,094		$	95		$	1,174

(a) Upfront payment

(b) Milestone payment

33

Other income (net) decreased due to Celgene acquisition and integration expenses, lower pension income, lower royalties and licensing income and higher interest expense, partially offset by higher equity investment gains and investment income.

Items included in Other income (net) were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Interest expense	$	123		$	45		$	168		$	91
Investment income	(119		)	(38		)	(175		)	(74		)
Equity investment (gains)/losses	(71		)	356			(246		)	341
Provision for restructuring	10			37			22			57
Acquisition expenses	303			—			468			—
Integration expenses	106			—			128			—
Litigation and other settlements	—			(1		)	1			(1		)
Equity in net income of affiliates	—			(27		)	—			(51		)
Divestiture losses/(gains)	8			(25		)	8			(70		)
Royalties and licensing income	(303		)	(353		)	(611		)	(720		)
Transition and other service fees	(2		)	(1		)	(4		)	(5		)
Pension and postretirement	26			(19		)	70			(30		)
Intangible asset impairment	15			—			15			64
Other	5			22			(3		)	(6		)
Other income (net)	$	101		$	(4	)	$	(159	)	$	(404	)

• Interest expense includes $83 million of interest incurred on the $19.0 billion of new notes issued in May 2019.

• Investment income includes $54 million of interest income earned on the net proceeds of the new notes.

• Equity investment (gains)/losses includes a fair value gain adjustment of $118 million related to our equity investment in uniQure N.V., $80 million related to the termination of our Europe and Asia partnership with Sanofi in 2019 and a fair value loss adjustment of $407 million related to our equity investment in Nektar in 2018.

• Acquisition expenses include the following items related to the pending Celgene acquisition: (1) upfront bridge facility commitment fee amortization of $103 million, (2) fair value adjustment of $276 million related to the forward starting interest rate swap option contracts and deal contingent forward starting interest rate swap contracts and (3) financial advisory, legal, proxy filing and other regulatory fees of $89 million.

• Integration expenses include consulting fees of $128 million incurred in connection with pre-integration planning activities.

• Equity in net income of affiliates was related to our Europe and Asia partnership with Sanofi, which was terminated in 2019.

• Divestiture losses/(gains) includes the divestiture of multiple mature global product lines in 2018.

• Royalties and licensing income includes Erbitux* royalties, a $50 million fee for amending a royalty rate, a $25 million sales-based milestone in 2018 and higher Keytruda* royalties in 2019.

• Pension and postretirement includes the interest cost, expected return on plan assets and amortization components of the net periodic benefit cost (credit) as well as net charges for settlements, curtailments and special termination benefits of $93 million in 2019 and $68 million in 2018.

• Intangible asset impairment includes $64 million in 2018 for an out-licensed asset obtained in the acquisition of ZymoGenetics, Inc., which did not meet its primary endpoint in a Phase II clinical study.

Income Taxes

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Earnings Before Income Taxes	$	1,776		$	517		$	3,755		$	2,296
Provision for Income Taxes	337			135			601			419
Effective Tax Rate	19.0		%	26.1		%	16.0		%	18.2		%
Impact of Specified Items	0.5		%	8.6		%	(0.6		)%	0.9		%

The reduction in the effective tax rate was primarily due to a non-deductible equity investment fair value loss adjustment relating to Nektar in the second quarter of 2018. Refer to “Item 1. Financial Statements—Note 7. Income Taxes” for additional information on the tax impact of specified items.

34

Non-GAAP Financial Measures

Our non-GAAP financial measures, such as non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. These items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods including (1) acquisition and integration expenses, (2) restructuring costs, (3) accelerated depreciation and impairment of property, plant and equipment and intangible assets, (4) R&D charges or other income resulting from up-front or contingent milestone payments in connection with the acquisition or licensing of third-party intellectual property rights, (5) divestiture gains or losses, (6) pension, legal and other contractual settlement charges, (7) interest expense on the new notes issued in May 2019 in connection with our pending acquisition of Celgene and interest income earned on the net proceeds of those notes and (8) debt redemption gains or losses, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. We also provide international revenues for our priority products excluding the impact of foreign exchange. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are included in Exhibit 99.2 to our Form 8-K filed on July 25, 2019 and are incorporated herein by reference.

Non-GAAP information is intended to portray the results of our baseline performance, supplement or enhance management, analysts and investors overall understanding of our underlying financial performance and facilitate comparisons among current, past and future periods. For example, non-GAAP earnings and EPS information is an indication of our baseline performance before items that are considered by us to not be reflective of our ongoing results. In addition, this information is among the primary indicators we use as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for net earnings or diluted EPS prepared in accordance with GAAP.

35

Specified items were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Impairment charges	$	109		$	—		$	109		$	10
Accelerated depreciation and other shutdown costs	30			14			42			17
Cost of products sold	139			14			151			27
Marketing, selling and administrative	—			—			1			1
License and asset acquisition charges	25			1,075			25			1,135
IPRD impairments	—			—			32			—
Site exit costs and other	19			19			38			39
Research and development	44			1,094			95			1,174
Interest expense	83			—			83			—
Investment income	(54		)	—			(54		)	—
Equity investment (gains)/losses	(71		)	356			(246		)	341
Provision for restructuring	10			37			22			57
Acquisition expenses	303			—			468			—
Integration expenses	106			—			128			—
Divestiture losses/(gains)	8			(25		)	8			(68		)
Royalties and licensing income	—			(25		)	—			(75		)
Pension and postretirement	44			37			93			68
Intangible asset impairment	—			—			—			64
Other income (net)	429			380			502			387
Increase to pretax income	612			1,488			749			1,589
Income taxes on items above	(105		)	(218		)	(148		)	(226		)
Income taxes attributed to U.S. tax reform	—			3			—			(29		)
Income taxes	(105		)	(215		)	(148		)	(255		)
Increase to net earnings	$	507		$	1,273		$	601		$	1,334

The reconciliations from GAAP to Non-GAAP were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions, except per share data	2019		2018		2019		2018
Net Earnings Attributable to BMS used for Diluted EPS Calculation – GAAP	$	1,432	$	373	$	3,142	$	1,859
Specified Items	507		1,273		601		1,334
Net Earnings Attributable to BMS used for Diluted EPS Calculation – Non-GAAP	$	1,939	$	1,646	$	3,743	$	3,193
Average Common Shares Outstanding – Diluted	1,637		1,636		1,637		1,638
Diluted EPS Attributable to BMS – GAAP	$	0.87	$	0.23	$	1.92	$	1.13
Diluted EPS Attributable to Specified Items	0.31		0.78		0.37		0.82
Diluted EPS Attributable to BMS – Non-GAAP	$	1.18	$	1.01	$	2.29	$	1.95

36

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Our net cash position was as follows:

Dollars in Millions	June 30, 2019			December 31, 2018
Cash and cash equivalents	$	28,404		$	6,911
Marketable securities – current	953			1,973
Marketable securities – non-current	994			1,775
Total cash, cash equivalents and marketable securities	30,351			10,659
Short-term debt obligations	(545		)	(1,703		)
Long-term debt	(24,433		)	(5,646		)
Net cash position	$	5,373		$	3,310

Cash, cash equivalents and marketable securities held in the U.S. increased to approximately $28.5 billion at June 30, 2019 due to the $18.8 billion of net proceeds from the notes issued in May 2019. The net proceeds were invested in money market funds and will be used to fund a portion of the cash consideration for the Celgene acquisition. We believe that our existing cash, cash equivalents and marketable securities together with cash generated from operations and issuance of commercial paper in the U.S., as well as borrowing available under our credit facilities, will be sufficient to satisfy our anticipated operating cash needs for at least the next few years, including dividends, capital expenditures, milestone payments, working capital and deemed repatriation transition tax. In addition, we expect to have sufficient cash available and borrowing capacity to fund the aggregate cash portion of the merger consideration to Celgene shareholders. We anticipate funding the cash consideration for the Celgene acquisition through a combination of available cash, borrowings under the term loan established earlier in the year and short-term borrowings.

Management continuously evaluates our capital structure to ensure that we are financed efficiently, which may result in the repurchase of common stock and debt securities, termination of interest rate swap contracts prior to maturity and issuance of debt securities. We announced that in connection with the pending acquisition of Celgene we expect to enter into an accelerated share repurchase program of approximately $5.0 billion, which is subject to Board of Directors’ approval. The ultimate amount of shares to be repurchased may change based on company and market factors.

Dividend payments were $1.3 billion in the six months ended June 30, 2019 and 2018. Dividends declared per common share were $0.82 and $0.80 in the six months ended June 30, 2019 and 2018, respectively. Dividend decisions are made on a quarterly basis by our Board of Directors. The merger agreement prohibits us from declaring, setting aside or paying any dividend or other distribution other than our regular cash dividend in the ordinary course of business consistent with past practice in an amount not to exceed $0.41 per share per quarter. Annual capital expenditures were approximately $1.0 billion in 2018 and are expected to be approximately $800 million in 2019 and $600 million in 2020. We continue to expand our biologics manufacturing capabilities and other facility-related activities. For example, we are constructing a new large-scale biologics manufacturing facility in Ireland that will produce multiple therapies for our growing biologics portfolio when approved for commercial use in early 2020.

Our investment portfolio includes non-current marketable 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. The policy also requires that investments are only entered into with corporate and financial institutions that meet high credit quality standards. Refer to “Item 1. Financial Statements—Note 9. Financial Instruments and Fair Value Measurements” for further information.

Under our commercial paper program, we may issue a maximum of $5 billion unsecured notes that have maturities of not more than 366 days from the date of issuance. There were no commercial paper borrowings outstanding as of June 30, 2019.

As of June 30, 2019, we had four revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in January 2020, two five-year $1.5 billion facilities that were extended to September 2023 and July 2024, respectively, and a $1.0 billion facility expiring in January 2022. All of these facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for our commercial paper borrowings. Our $1.0 billion facility and our two $1.5 billion revolving facilities are extendable annually by one year on the anniversary date with the consent of the lenders. No borrowings were outstanding under any revolving credit facility at June 30, 2019 and December 31, 2018.

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In connection with our pending acquisition of Celgene, we entered into a bridge commitment letter that provided for up to $33.5 billion in a 364-day senior unsecured bridge facility in January 2019. We also entered into an $8.0 billion term loan credit agreement consisting of a $1.0 billion 364-day tranche, a $4.0 billion three-year tranche and a $3.0 billion five-year tranche. The term loan reduced the commitments under the bridge facility by $8.0 billion and the net cash proceeds from the issuance of $19.0 billion of new notes in May 2019 further reduced the bridge facility commitments. As a result of these reductions and the amount of available cash, we terminated the bridge facility in its entirety. The term loan is subject to customary terms and conditions and does not have any financial covenants. No amounts will be borrowed under the term loan prior to the closing of the pending acquisition of Celgene. If drawn upon, the proceeds under the term loan will be used solely to fund a portion of the cash to be paid in the pending acquisition of Celgene, the anticipated refinancing of debt of Celgene and the payment of related fees and expenses.

In April 2019 we commenced an exchange offer for any and all outstanding notes issued by Celgene for up to $19.85 billion aggregate principal amount of new notes to be issued by us and cash. In conjunction with the offer to exchange the Celgene notes, we concurrently solicited consents to adopt certain proposed amendments to each of the indentures governing the Celgene notes to eliminate substantially all of the restrictive covenants in such indentures. In May 2019, we announced that the requisite number of consents had been received to adopt the proposed amendments with respect to all Celgene notes and that Celgene executed supplemental indentures to the Celgene indentures implementing the amendments, which were effective upon execution but will only become operative upon the settlement of the exchange offer and consent solicitations. As of July 18, 2019, approximately 89% of the total aggregate principal amount of Celgene notes have been validly tendered for notes to be issued by us since the exchange offer was commenced. The exchange offer and consent solicitations are conditioned upon the closing of the pending Celgene acquisition and we expect to extend the expiration of the offer and consent solicitations until the acquisition closes.

In May 2019 we issued an aggregate principal amount of $19.0 billion of floating rate and fixed rate unsecured senior notes at maturities ranging from 18 months to 30 years. The net proceeds will be used to fund a portion of the aggregate cash portion of the merger consideration to be paid to Celgene shareholders and to pay related fees and expenses. Any remaining proceeds may be used by us for general corporate purposes. Interest is payable semi-annually in the case of the fixed rate notes and quarterly in the case of the floating rate notes. The notes rank equally in right of payment with all of our existing and future senior unsecured indebtedness and the fixed rate notes are redeemable at any time, in whole, or in part, at varying specified redemption prices plus accrued and unpaid interest. All of the notes are subject to special mandatory redemption at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest if the pending acquisition of Celgene is not completed by July 30, 2020 or we inform the trustee of the notes that we will not pursue the consummation of the Celgene acquisition.

Following the announcement of our pending acquisition of Celgene, we entered into forward starting interest rate swap option contracts, with a total notional value of $7.6 billion, to hedge future interest rate risk associated with the anticipated issuance of long-term debt to fund the acquisition. The forward starting interest rate swap option contracts were terminated in April 2019. Subsequently, we entered into deal contingent forward starting interest rate swap contracts, with an aggregate notional principal amount of $10.4 billion, to hedge future interest rate risk associated with the anticipated issuance of long-term debt to fund the pending Celgene acquisition. The deal contingent forward starting interest rate swap contracts were unwound upon our May 2019 issuance of the new notes.

Additional regulations in the U.S. could be passed in the future including additional healthcare reform initiatives, further changes to tax laws, additional pricing laws and potential importation restrictions which may reduce our results of operations, operating cash flow, liquidity and financial flexibility. We continue to monitor the potential impact of the economic conditions in certain European and other countries and the related impact on prescription trends, pricing discounts and creditworthiness of our customers. We believe these economic conditions will not have a material impact on our liquidity, cash flow or financial flexibility.

The UK voted to depart from the EU during June 2016. Similar to other companies in our industry, certain regulatory, trade, labor and other aspects of our business will likely be affected over time. However, we currently do not believe that these matters and other related financial effects will have a material impact on our consolidated results of operations, financial position or liquidity. Our sales in the UK represent less than 3% of our consolidated revenues.

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Credit Ratings

BMS's current long-term and short-term credit ratings assigned by Moody's Investors Service are A2 and Prime-1, respectively, and BMS's current long-term and short-term credit ratings assigned by Standard & Poor's are A+ and A-1+, respectively. The long-term ratings reflect the agencies' opinion that we have a low default risk but are somewhat susceptible to adverse effects of changes in circumstances and economic conditions. The short-term ratings reflect the agencies' opinion that we have good to extremely strong capacity for timely repayment. The current long-term ratings do not reflect any impact from the pending acquisition of Celgene. In January 2019, Moody's placed BMS under review for downgrade and Standard & Poor's placed BMS on CreditWatch with negative implications, each following the announcement to acquire Celgene. We expect our credit ratings to remain at an investment grade level and we do not expect the changes to impact our ability to access short-term or long-term financing. However, we cannot guarantee the future actions of Moody's and/or Standard & Poor's. Any credit rating downgrade may affect the interest rate of any debt we may incur, the fair market value of existing debt and our ability to access the capital markets generally.

Cash Flows

The following is a discussion of cash flow activities:

	Six Months Ended June 30,
Dollars in Millions	2019		2018
Cash flow provided by/(used in):
Operating activities	$	3,473	$	2,232
Investing activities	1,775		(391		)
Financing activities	16,239		(2,237		)

Operating Activities

Cash flow from operating activities represents the cash receipts and disbursements from all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting net earnings for noncontrolling interest, non-cash operating items, gains and losses attributed to investing and financing activities and changes in operating assets and liabilities resulting from timing differences between the receipts and payments of cash and when the transactions are recognized in our results of operations. As a result, changes in cash from operating activities reflect the timing of cash collections from customers and alliance partners; payments to suppliers, alliance partners and employees; customer discounts and rebates; and tax payments in the ordinary course of business. For example, annual employee bonuses are typically paid in the first quarter of the subsequent year. In addition, cash collections continue to be impacted by longer payment terms for certain biologic products in the U.S., primarily our newer oncology products including Opdivo, Yervoy and Empliciti (90 days). The longer payment terms are used to more closely align with the insurance reimbursement timing for physicians and cancer centers following administration to the patients.

The $1.2 billion change in cash flow from operating activities compared to 2018 was primarily attributable to:

• Lower R&D licensing and collaboration payments of approximately $1.1 billion primarily due to the Nektar transaction in 2018; and

• Higher cash collections and timing of payments in the ordinary course of business of approximately $900 million.

Partially offset by:

• Higher income tax payments of approximately $500 million; and

• Approximately $300 million of Celgene acquisition and integration related payments in 2019.

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 reduced by proceeds from business divestitures (including royalties) and the sale and maturity of marketable securities.

The $2.2 billion change in cash flow from investing activities compared to 2018 was primarily attributable to higher net sales and maturities of marketable securities with maturities greater than 90 days of approximately $1.2 billion and lower net acquisition and other payments of approximately $1.1 billion primarily due to the purchase of Nektar common stock and Flexus contingent consideration payment in 2018.

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Financing Activities

Cash requirements from financing activities include cash used to pay dividends, repurchase common stock and repay long-term debt and other borrowings reduced by proceeds from the exercise of stock options and issuance of long-term debt and other borrowings.

The $18.5 billion change in cash flow from financing activities compared to 2018 was primarily due to higher net borrowing activity of approximately $18.2 billion resulting from the issuance of new notes in connection with the pending acquisition of Celgene and lower repurchase of common stock of approximately $300 million in 2018.

Product and Pipeline Developments

Our R&D programs are managed on a portfolio basis from early discovery through late-stage development and include a balance of early-stage and late-stage programs to support future growth. Our late stage R&D programs in Phase III development include both investigational compounds for initial indications and additional indications or formulations for marketed products. Spending on these programs represent approximately 35-45% of our annual R&D expenses in the last three years. Opdivo was the only investigational compound or marketed product that represented greater than 10% of our R&D expenses in the last three years. Our late-stage development programs could potentially have an impact on our revenue and earnings within the next few years if regulatory approvals are obtained and products are successfully commercialized. The following are the developments in our marketed products and our late-stage pipeline:

Product Indication Date Developments

Opdivo	CRC	March 2019	Ono, our alliance partner for Opdivo in Japan, announced the submission of a supplemental application of Opdivo in Japan for additional indication of MSI-H unresectable advanced or recurrent CRC that has progressed following chemotherapy for a partial change in the approved items of the manufacturing and marketing approval. This is mainly based on the result from Phase II CheckMate-142 study evaluating Opdivo in patients with MSI-H or dMMR recurrent or metastatic CRC that has progressed on or after, or been intolerant of, at least one previous line of treatment with chemotherapy including fluoropyrimidine anticancer drugs.
	Esophageal Cancer	May 2019	Ono, our alliance partner for Opdivo in Japan, announced the submission of a supplemental application of Opdivo for indication of unresectable advanced or recurrent esophageal cancer in Japan for a partial change in approved items of manufacturing and marketing approval.
	GBM	May 2019	Announced Phase III CheckMate-498 trial evaluating Opdivo plus radiation versus temozolomide plus radiation in patients with newly diagnosed MGMT-unmethylated GBM did not meet its primary endpoint of overall survival at final analysis.
	HCC	June 2019	Announced topline results from CheckMate-459, a randomized Phase III study evaluating Opdivo versus sorafenib as a first-line treatment in patients with unresectable HCC. The trial did not achieve statistical significance for its primary endpoint of overall survival per the pre-specified analysis.
	NSCLC	April 2019	Announced results from pooled analyses of survival data from four studies (CheckMate-017, -057, -063 and -003) in patients with previously-treated advanced NSCLC who were treated with Opdivo. In the pooled analysis of the four studies, 14% of all Opdivo-treated patients were alive at four years. Notably, in patients with PD-L1 greater than or equal to 1% and less than 1%, four-year overall survival rate were 19% and 11%, respectively.
	SCCHN	January 2019	Acceptance in China of sBLA filing for patients who had previously been treated for metastatic or recurrent SCCHN.

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Product Indication Date Developments

Opdivo+Yervoy	HCC	June 2019	Announced first results from Opdivo+Yervoy cohort of the Phase I/II CheckMate-040 study, evaluating the IO combination in patients with advanced HCC previously treated with sorafenib. With a minimum follow-up of 28 months, the blinded independent central review objective response rate was 31% per Response Evaluation Criteria in Solid Tumors version 1.1. At the time of data cutoff the median duration of response was 17.5 months.
	mCRPC	February 2019	Announced results from an interim analysis of the Phase II CheckMate-650 trial evaluating Opdivo+Yervoy in patients with mCRPC showed that among 32 asymptomatic or minimally symptomatic patients whose disease had progressed after second-generation hormone therapy and who had not received chemotherapy (cohort 1), with a median follow-up of 11.9 months, the objective response rate was 25%. Additionally, among 30 patients whose disease progressed after taxane-based chemotherapy (cohort 2), with a median follow-up of 13.5 months, the objective response rate was 10%.
	Melanoma	June 2019	Announced five-year analysis of the Phase I CA209-004 study, the longest follow-up for the Opdivo+Yervoy combination in patients with previously treated or untreated advanced melanoma to date. The analysis showed that with a median follow-up of 43.1 months (range: 0.9-76.7) in all patients, at four years or longer, overall survival rates were stable at 57%.
		June 2019	Announced that an analysis exploring long-term quality of life (QoL) and symptom burden in the Phase III CheckMate-067 study found that QoL was maintained during the treatment-free interval, the period where a patient is off study treatment and free of subsequent therapy, in patients with previously untreated unresectable or metastatic melanoma following discontinuation of therapy with Opdivo or Opdivo+Yervoy.
		March 2019	Received FDA full approval for Opdivo in combination with Yervoy for the treatment of patients with unresectable or metastatic melanoma based on additional longer term efficacy data from CheckMate-067 (4-year overall survival) without restrictions in patient population. This approval fulfills two Post Marketing Requirements to verify and describe clinical benefit, thereby converting prior accelerated approval to full approval for nivolumab in combination with ipilimumab for patients with unresectable or metastatic melanoma and nivolumab monotherapy for BRAF Mutant subjects with unresectable or metastatic melanoma. Importantly, based on FDA review of the CheckMate-067 4-year overall survival data, the results of exploratory analyses by PD-L1 tumor expression have been removed entirely from the label.
	NSCLC	July 2019	Announced Part 1a of the Phase III CheckMate-227 study evaluating Opdivo plus low dose Yervoy versus chemotherapy met the co-primary endpoint of overall survival in first-line NSCLC patients whose tumors express PD-L1 ≥1%. In addition, the Company announced Part 2 of the Phase III CheckMate-227 study evaluating Opdivo plus chemotherapy versus chemotherapy did not meet its primary endpoint of overall survival in first-line non-squamous NSCLC patients regardless of PD-L1 status.
		January 2019	Announced voluntary withdrawal of the Company's sBLA for the Opdivo plus low-dose Yervoy for treatment of first-line advanced NSCLC in patients with TMB greater than or equal to 10 mutations per megabase as data from CheckMate-227, Part 1a. After discussions with FDA, the Company believes further evidence on the relationship between TMB and PD-L1 is required to fully evaluate the impact of Opdivo plus Yervoy on overall survival in first-line NSCLC patients. This analysis will require availability of the final data from CheckMate-227, Part 1a, which the Company anticipates will be available in summer 2019. The data from Part 1a could not be provided on time within the review cycle of the current application.
	RCC	February 2019	Announced new results from the Phase III CheckMate-214 study, showing that therapy with Opdivo plus low-dose Yervoy continued to demonstrate long-term survival benefits in patients with previously untreated advanced or metastatic RCC.
		January 2019	Announced the EC approval of Opdivo plus low-dose Yervoy for previously untreated patients with intermediate and poor-risk advanced RCC.
	SCCHN	April 2019	Announced topline results from the Phase II CheckMate-714 trial evaluating Opdivo versus Opdivo+Yervoy in patients with recurrent or metastatic SCCHN. The study did not meet its primary endpoints.

Eliquis NVAF/ACS March 2019 Announced results from the Phase IV AUGUSTUS trial evaluating Eliquis versus vitamin K antagonists (VKAs) in patients with NVAF and ACS and/or undergoing PCI. Results show that in patients receiving a P2Y12 inhibitor with or without aspirin (antiplatelet therapies), the proportion of patients with major or clinically relevant non-major (CRNM) bleeding at six months was significantly lower for those treated with Eliquis compared to those treated with a VKA.

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Product Indication Date Developments

Orencia	JIA	April 2019	Received the EC notification on the adoption of the approval on our Orencia solution for subcutaneous injection in pre-filled syringe extension application (50 mg & 87.5 mg strength) and extension of indication for the treatment of polyarticular JIA in pediatric patients two years of age and older.
	RA	June 2019	Announced data from a Phase IV mechanistic study exploring differences in the cellular and molecular mechanisms by which Orencia and another treatment, adalimumab, interfere with disease progression in moderate-to-severe early RA patients seropositive for certain autoantibodies. Among 80 adult patients with early moderate-to-severe RA who had never been treated with a biologic medication and tested positive for autoantibodies called anti-citrullinated protein antibody and rheumatoid factor, numerically higher efficacy responses were seen with Orencia at week 24. These results, which are from a prospective analysis of the Early AMPLE head-to-head trial, are featured in a late-breaking oral presentation at the Annual European Congress of Rheumatology.
		March 2019	Announced the submission of supplemental applications of “Orencia for Intravenous Infusion 250mg,” “Orencia 125mg Syringe for Subcutaneous Injection 1mL” and “Orencia 125mg Autoinjector for Subcutaneous Injection 1mL” to include the description of “inhibition of the structural damage of the joints” in the currently approved indication of RA for a partial change in approved items of the manufacturing and marketing approval in Japan.

Sprycel ALL February 2019 Announced the EC approval of Sprycel, in both tablet and powder for oral suspension formulations, in combination with chemotherapy for the treatment of pediatric patients with newly diagnosed Philadelphia chromosome-positive ALL.

Empliciti	Multiple Myeloma	June 2019	Announced updated data from ELOQUENT-3, the international randomized Phase II study evaluating Empliciti plus pomalidomide and dexamethasone (EPd) versus pomalidomide and dexamethasone (Pd) alone in patients with RRMM. In a non-prespecified analysis conducted to provide a descriptive assessment of overall survival after extended follow-up of at least 18.3 months, patients treated with EPd continued to experience sustained and clinically relevant overall survival and progression-free survival benefits compared with patients treated with Pd. These data were presented at the 24th Congress of the European Hematology Association in a poster display.
		February 2019	Completed filing of a supplemental Japanese New Drug Application (sJNDA) for Empliciti in combination with pomalidomide and dexamethasone for the treatment of patients with multiple myeloma who have received at least two prior therapies, including Revlimid* and proteasome inhibitor. The sJNDA filing was submitted based on the results of a global phase II study. The orphan designation was already granted for the indication of RRMM at the initial JNDA. This sJNDA will also be reviewed under “priority review.”

Critical Accounting Policies

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Our critical accounting policies are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates. For a discussion of our critical accounting policies, refer to “—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2018 Form 10-K. There have been no material changes to our critical accounting policies during the six months ended June 30, 2019. For information regarding the impact of recently adopted accounting standards, refer to “Item 1. Financial Statements—Note.1 Basis of Presentation and Recently Issued Accounting Standards.”

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Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including documents incorporated by reference) and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. Such forward-looking statements are based on historical performance and current expectations and projections about our future financial results, goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, that are difficult to predict, may be beyond our control and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. These statements are likely to relate to, among other things, our goals, plans and objectives regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, performance or results of current and anticipated products, our pending acquisition of Celgene and the outcome of contingencies such as legal proceedings and financial results. No forward-looking statement can be guaranteed. We included in this Quarterly Report on Form 10-Q, in the 2018 Form 10-K, particularly under the caption “Item 1A. Risk Factors,” and in our other filings with the SEC additional information on the factors that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe that we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Quarterly Report on Form 10-Q not to occur. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise after the date of this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2018 Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Management carried out an evaluation, under the supervision and with the participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of June 30, 2019, such disclosure controls and procedures are effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in “Item 1. Financial Statements—Note 18. Legal Proceedings and Contingencies,” to the interim consolidated financial statements, and is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company’s 2018 Form 10-K.

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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the surrenders of our equity securities during the three months ended June 30, 2019: 

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
April 1 to 30, 2019	12,884	$	46.93	—	$	1,348
May 1 to 31, 2019	9,945	47.33		—	1,348
June 1 to 30, 2019	12,201	45.47		—	1,348
Three months ended June 30, 2019	35,030			—

(a) Includes shares repurchased as part of publicly announced programs and shares of common stock surrendered to the Company to satisfy tax-withholding obligations in connection with the vesting of awards under our long-term incentive program.

(b) In May 2010, the Board of Directors authorized the repurchase of up to $3.0 billion of common stock and in June 2012 increased its authorization for the repurchase of common stock by an additional $3.0 billion. In October 2016, the Board of Directors approved a new share repurchase program authorizing the repurchase of an additional $3.0 billion of common stock. The stock repurchase program does not have an expiration date. Refer to “Item 1. Financial Statements—Note 16. Equity” for information on the accelerated share repurchase agreements.

Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K). The Exhibits designated by the symbol ‡‡ are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.

Exhibit No.	Description
10a.	Extension Notice, dated May 31, 2019, for the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 29, 2011.
10b.	Amendment and Waiver, dated as of June 20, 2019, to the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 29, 2011 among Bristol-Myers Squibb Company, the several financial institutions from time to time party to the agreement, and JPMorgan Chase Bank, N.A. and Citibank N.A. as administrative agents.
10c.	Extension Notice, dated May 31, 2019, for the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of July 30, 2012.
10d.	Amendment, dated as of June 20, 2019, to the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of July 30, 2012 among Bristol-Myers Squibb Company, the several financial institutions from time to time party to the agreement, and JPMorgan Chase Bank, N.A. and Citibank N.A. as administrative agents.
10e.	Letter Agreement between Bristol-Myers Squibb Company and Dr. Thomas J. Lynch, Jr., dated as of June 4, 2019. ‡‡
31a.	Section 302 Certification Letter.
31b.	Section 302 Certification Letter.
32a.	Section 906 Certification Letter.
32b.	Section 906 Certification Letter.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Lable Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* Indicates, in this Quarterly Report on Form 10-Q, brand names of products, which are registered trademarks not solely owned by the Company or its subsidiaries. Abilify is a trademark of Otsuka Pharmaceutical Co., Ltd.; Atripla is a trademark of Gilead Sciences, Inc.; Byetta is a trademark of Amylin Pharmaceuticals, LLC; Erbitux is a trademark of ImClone LLC; Gleevec is a trademark of Novartis International AG; Keytruda is a trademark of Merck Sharp & Dohme Corp; Onglyza is a trademark of AstraZeneca AB; Otezla and Revlimid are trademarks of Celgene Corporation; and Plavix is a trademark of Sanofi S.A. Brand names of products that are in all italicized letters, without an asterisk, are registered trademarks of BMS and/or one of its subsidiaries.

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SUMMARY OF ABBREVIATED TERMS

Bristol-Myers Squibb Company and its consolidated subsidiaries may be referred to as Bristol-Myers Squibb, BMS, the Company, we, our or us in this Quarterly Report on Form 10-Q, unless the context otherwise indicates. Throughout this Quarterly Report on Form 10-Q we have used terms which are defined below:

2018 Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2018	Lilly	Eli Lilly and Company
ACS	acute coronary syndrome	LOE	loss of exclusivity
ALL	acute lymphoblastic leukemia	mCRPC	metastatic castration-resistant prostate cancer
Amylin	Amylin Pharmaceuticals, Inc.	MDL	multi-district litigation
aNDA	abbreviated new drug applications	MGMT	O6-methylguanine-DNA methyltransferase
AstraZeneca	AstraZeneca PLC	MSI-H	high microsatellite instability
Catalent	Catalent, Inc.	Nektar	Nektar Therapeutics
Celgene	Celgene Corporation	NKT	natural killer T cells
CERCLA	U.S. Comprehensive Environmental Response, Compensation and Liability Act	NSCLC	non-small cell lung cancer
CML	chronic myeloid leukemia	NVAF	non-valvular atrial fibrillation
Cormorant	Cormorant Pharmaceuticals	Ono	Ono Pharmaceutical Co., Ltd.
CRC	colorectal cancer	OTC	over-the-counter
dMMR	DNA mismatch repair deficient	Otsuka	Otsuka Pharmaceutical Co., Ltd.
EC	European Commission	PCI	percutaneous coronary intervention
EPO	European Patent Office	PD-1	programmed cell death protein 1
EPS	earnings per share	PD-L1	programmed death-ligand 1
ERISA	Employee Retirement Income Security Act of 1974	Pfizer	Pfizer, Inc.
EU	European Union	PsA	psoriatic arthritis
FASB	Financial Accounting Standards Board	Quarterly Report on Form 10-Q	Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019
FDA	U.S. Food and Drug Administration	R&D	research and development
Flexus	Flexus Biosciences, Inc.	RA	rheumatoid arthritis
FTC	U.S. Federal Trade Commission	RCC	renal cell carcinoma
GAAP	U.S. generally accepted accounting principles	RRMM	relapsed/refractory multiple myeloma
GBM	glioblastoma multiforme	Sanofi	Sanofi S.A.
GTN	gross-to-net	sBLA	supplemental Biologics License Application
HCC	hepatocellular carcinoma	SCCHN	squamous cell carcinoma of the head and neck
HIV	human immunodeficiency viruses	SEC	Securities and Exchange Commission
IFM	IFM Therapeutics, Inc.	STING	stimulator of interferon genes
IDO-1	indoleamine-pyrrole 2, 3-dioxygenase 1	TMB	tumor mutational burden
IO	immuno-oncology	U.S.	United States
IPRD	in-process research and development	UK	United Kingdom
JIA	juvenile idiopathic arthritis	VAT	value added tax
LIBOR	London Interbank Offered Rate	VTE	venous thromboembolic

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

		BRISTOL-MYERS SQUIBB COMPANY (REGISTRANT)
Date:	July 25, 2019	By:	/s/ Giovanni Caforio
			Giovanni Caforio Chairman of the Board and Chief Executive Officer
Date:	July 25, 2019	By:	/s/ Charles Bancroft
			Charles Bancroft Chief Financial Officer

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EX-10.A

EXHIBIT 10a

430 East 29 Street New York, New York 10016

Citibank, N.A., as Administrative Agent

388 Greenwich Street

New York, New York 10013

Attention: Richard Rivera

May 31, 2019

Ladies and Gentlemen:

Re: Extension of Maturity Date

Reference is made to the Five Year Competitive Advance and Revolving Credit Facility Agreement, dated as of September 29, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement") among Bristol-Myers Squibb Company, a Delaware corporation (the "Company"), the Borrowing Subsidiaries, the lenders parties thereto (the "Lenders"), certain Agents, Citibank, N.A., as an Administrative Agent, and JPMorgan Chase Bank, N.A., as an Administrative Agent. Capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement.

Pursuant to Section 2.5 of the Credit Agreement, the Company hereby requests that the Lenders extend the Maturity Date in effect on the date hereof (i.e., September 30, 2022) such that the extended Maturity Date under the Credit Agreement will be September 29, 2023. This letter shall constitute an "Extension Letter" as referred to in Section 2.5 of the Credit Agreement.

Very truly yours,
BRISTOL-MYERS SQUIBB COMPANY
By:	/s/ Jeffrey Galik
	Name: Jeffrey Galik
	Title: Senior Vice President and Treasurer

EX-10.B

EXHIBIT 10b

EXECUTION VERSION

AMENDMENT AND WAIVER

AMENDMENT AND WAIVER (this “Amendment and Waiver”), dated as of June 20, 2019, to the FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of September 29, 2011, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES (as defined in the Credit Agreement) party thereto, the lenders party thereto (the “Lenders”), certain Agents, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, “JPMCB”), and CITIBANK, N.A., as Administrative Agent (in such capacity, “CBNA”; JPMCB and CBNA are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”) and as competitive advance facility agent.

W I T N E S S E T H:

WHEREAS, the Company has requested that the Lenders agree to waive certain provisions of the Credit Agreement as set forth herein;

WHEREAS, ‎Section 8.7 of the Credit Agreement permits the Credit Agreement to be amended from time to time by the Company and the Required Lenders; and

WHEREAS, the Company and the Required Lenders desire to amend the Credit Agreement on the terms set forth herein;

NOW, THEREFORE, it is agreed:

Section 1.Defined Terms.

Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Credit Agreement.

Section 2.Waiver.

Notwithstanding anything to the contrary contained in ‎Section 2.5(a) of the Credit Agreement, solely with respect to the anniversary of the Effective Date occurring on September 29, 2019, the Company may submit an Extension Letter on or prior to May 31, 2019 requesting an extension of the Maturity Date to September 29, 2023.

Section 3.Amendment.

Effective as of the Amendment and Waiver Effective Date, the Credit Agreement (excluding the Schedules and the Exhibits thereto, which shall continue to be the Schedules and Exhibits under the Credit Agreement, as amended hereby) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto.

Section 4.Conditions to Effectiveness of Amendment and Waiver.

This Amendment and Waiver shall become effective on the date on which CBNA (or its counsel) shall have received from the Company and the Required Lenders either (a) a counterpart of this Amendment and Waiver signed on behalf of such party or (b) written evidence satisfactory to CBNA (which may include email or facsimile of a signed signature page of this Amendment and Waiver) that such party has signed a counterpart of this Amendment and Waiver (such date, the “Amendment and Waiver Effective Date”).

CBNA shall notify the Company and the Lenders of the Amendment and Waiver Effective Date, and such notice shall be conclusive and binding absent manifest error.

Section 5.Effects on Loan Documents.

This Amendment and Waiver shall constitute a “Loan Document” for purposes of the Credit Agreement and the other Loan Documents. From and after the Amendment and Waiver Effective Date, all references to the Credit Agreement and each of the other Loan Documents shall be deemed to be references to the Credit Agreement as amended and waived by this Amendment and Waiver. Except as expressly amended or waived pursuant to the terms hereof, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect. The execution, delivery and effectiveness of this Amendment and Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents.

Section 6.Miscellaneous.

(a)    The Company represents and warrants to the Lenders and the Administrative Agents that (i) the representations and warranties set forth in ‎Article III of the Credit Agreement are true and correct in all material respects on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date and (ii) no Default or Event of Default exists on the Amendment and Waiver Effective Date.

(b)    This Amendment and Waiver may be executed in multiple counterparts, each of which shall constitute an original but all of which taken together shall constitute but one contract. A counterpart hereof, or signature page hereto, delivered to the Administrative Agent by facsimile or e-mail shall be effective as delivery of an original manually-signed counterpart.

(c)    The provisions of Sections ‎8.5, ‎8.11, ‎8.13 and ‎8.14 of the Credit Agreement are incorporated herein by reference as if fully set forth herein, mutatismutandis.

2

Section 7.Applicable Law.

THIS AMENDMENT AND WAIVER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized officers as of the day and year first above written.

BRISTOL-MYERS SQUIBB COMPANY
By:	/s/ Jeffrey Galik
	Name: Jeffery Galik
	Title: Senior Vice President and Treasurer

By:	/s/ William Szablewski
	Name: William Szablewski
	Title: Assistant Treasurer

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

CITIBANK, N.A., as Administrative Agent
and as a Lender
By:	/s/ Richard Rivera
	Name: Richard Rivera
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Lender
By:	/s/ Joseph M. McShane
	Name: Joseph M. McShane
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		BANK OF AMERICA, N.A.
By:	/s/ Darren Merten
	Name: Darren Merten
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		BNP Paribas
By:	/s/ Brendan Heneghan
	Name: BRENDAN HENEGHAN
	Title: Director
By:	/s/ Ade Adedeji
	Name: Ade Adedeji
	Title: Director

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		Mizuho Bank, Ltd.
By:	/s/ Tracy Rahn
	Name: Tracy Rahn
	Title: Authorized Signatory
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		MORGAN STANLEY BANK, N.A.
By:	/s/ Michael King
	Name: Michael King
	Title: Authorized Signatory

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

MUFG Bank Ltd.
By:	/s/ David Meisner
	Name: David Meisner
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Jordan Harris
	Name: Jordan Harris
	Title: Director

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		BARCLAYS BANK PLC
By:	/s/ Ronnie Glenn
	Name: Ronnie Glenn
	Title: Director

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

Name of
Institution:		Credit Suisse AG, Cayman Island Branch
By:	/s/ Judith Smith
	Name: Judith Smith
	Title: Authorized Signatory
By:	/s/ Lingzi Huang
	Name: Lingzi Huang
	Title: Authorized Signatory

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Ming K. Chu
	Name: Ming K. Chu
	Title: Director
For any institution requiring a second signature line:
By:	/s/ Virginia Cosenza
	Name: Virginia Cosenza
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		GOLDMAN SACHS BANK USA
By:	/s/ Anni Carr
	Name: Anni Carr
	Title: Authorized Signatory

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		HSBC Bank USA, N.A.
By:	/s/ Iain Stewart
	Name: Iain Stewart
	Title: Manging Director
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		Standard Chartered Bank
By:	/s/ Daniel Mattern
	Name: Daniel Mattern
	Title: Associate Director
	Standard Chartered Bank

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

Banco Santander, S.A.
By:	/s/ Lucas Videla
	Name: Lucas Videla
	Title: Executive Director
By:	/s/ Pablo Tarrio
	Name: Pablo Tarrio
	Title: Attorney

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		The Bank of New York Mellon
By:	/s/ Clifford A. Mull
	Name: Clifford A. Mull
	Title: Director
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		The Northern Trust Company
By:	/s/ Andrew D Holtz
	Name: Andrew D Holtz
	Title: Senior Vice President
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2011 Credit Agreement]

Annex I

[Credit Agreement]

ANNEX I

Conformed for 2019 Amendment

$1,500,000,000

FIVE YEAR COMPETITIVE ADVANCE AND

REVOLVING CREDIT FACILITY AGREEMENT

Among

BRISTOL-MYERS SQUIBB COMPANY,

THE BORROWING SUBSIDIARIES,

THE LENDERS NAMED HEREIN,

BANK OF AMERICA, N.A.

as Syndication Agent,

BNP PARIBAS

and

THE ROYAL BANK OF SCOTLAND PLC,

as Documentation Agents,

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

and

CITIBANK, N.A.,
as Administrative Agent

Dated as of September 29, 2011

J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

BNP PARIBAS SECURITIES CORP. and RBS SECURITIES INC.

as Joint Lead Arrangers and Bookrunners

TABLE OF CONTENTS

	Page
ARTICLE I Definitions	1
SECTION 1.1.   Defined Terms	1
SECTION 1.2.   Classification of Loans and Borrowings	1820
SECTION 1.3.   Terms Generally	1820
SECTION 1.4.   Accounting Terms; GAAP	1921
SECTION 1.5.   Other Interpretive Provisions	21
SECTION 1.6.   LIBO Screen Rate Discontinuation	21
ARTICLE II The Credits	1922
SECTION 2.1.   Commitments	1922
SECTION 2.2.   Loans and Borrowings	1923
SECTION 2.3.   Requests for Revolving Borrowings	2023
SECTION 2.4.   Competitive Bid Procedure	2124
SECTION 2.5.   Extension of Maturity Date	2327
SECTION 2.6.   Funding of Borrowings	2528
SECTION 2.7.   Interest Elections	2528
SECTION 2.8.   Termination and Reduction of Commitments	2730
SECTION 2.9.   Repayment of Loans; Evidence of Debt	2730
SECTION 2.10.   Prepayment of Loans	2831
SECTION 2.11.   Fees	2832
SECTION 2.12.   Interest	2932
SECTION 2.13.   Alternate Rate of Interest	3033
SECTION 2.14.   Increased Costs	3033
SECTION 2.15.   Break Funding Payments	3235
SECTION 2.16.   Taxes	3235
SECTION 2.17.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs	3639
SECTION 2.18.   Mitigation Obligations; Replacement of Lenders	3840
SECTION 2.19.   Borrowing Subsidiaries	3841
SECTION 2.20.   Prepayments Required Due to Currency Fluctuation	3942
SECTION 2.21.   Defaulting Lenders	4043
ARTICLE III Representations and Warranties	4043
SECTION 3.1.   Organization; Powers	4043
SECTION 3.2.   Authorization	4143
SECTION 3.3.   Enforceability	4144
SECTION 3.4.   Governmental Approvals	4144
SECTION 3.5.   Financial Statements; No Material Adverse Effect	4144
SECTION 3.6.   Litigation; Compliance with Laws	4244
SECTION 3.7.   Federal Reserve Regulations	4245
SECTION 3.8.   Use of Proceeds	4245

i

	Page
SECTION 3.9.   Taxes	4245
SECTION 3.10.   Employee Benefit Plans.	4345
SECTION 3.11.   Environmental and Safety Matters	4345
SECTION 3.12.   Properties	4346
SECTION 3.13.   Investment and Holding Company Status	4346
ARTICLE IV Conditions	4447
SECTION 4.1.   Effective Date	4447
SECTION 4.2.   Each Credit Event	4547
SECTION 4.3.   Initial Borrowing by Each Borrowing Subsidiary	4548
ARTICLE V Covenants	4648
SECTION 5.1.   Existence	4648
SECTION 5.2.   Business and Properties	4648
SECTION 5.3.   Financial Statements, Reports, Etc.	4649
SECTION 5.4.   Insurance	4749
SECTION 5.5.   Obligations and Taxes	4749
SECTION 5.6.   Litigation and Other Notices	4750
SECTION 5.7.   Books and Records	4850
SECTION 5.8.   Ratings	4850
SECTION 5.9.   Compliance with Laws	4850
SECTION 5.10.   Consolidations, Mergers, and Sales of Assets	4850
SECTION 5.11.   Liens	4850
SECTION 5.12.   Limitation on Sale and Leaseback Transactions	5052
SECTION 5.13.   Sanctions	5052
SECTION 5.14.   Anti-Corruption Laws	5153
SECTION 5.15.   Guaranties.	53
ARTICLE VI Events of Default	5154
ARTICLE VII The Administrative Agents	5356
ARTICLE VIII Miscellaneous	5661
SECTION 8.1.   Notices.	5661
SECTION 8.2.   Survival of Agreement	5862
SECTION 8.3.   Binding Effect	5863
SECTION 8.4.   Successors and Assigns	5963
SECTION 8.5.   Expenses; Indemnity	6266
SECTION 8.6.   Applicable Law	6367
SECTION 8.7.   Waivers; Amendment	6367
SECTION 8.8.   Entire Agreement	6468
SECTION 8.9.   Severability	6468
SECTION 8.10.   Counterparts	6468
SECTION 8.11.   Headings	6469
SECTION 8.12.   Right of Setoff	6569

ii

	Page
SECTION 8.13.   Jurisdiction; Consent to Service of Process	6569
SECTION 8.14.   Waiver of Jury Trial	6669
SECTION 8.15.   Conversion of Currencies	6670
SECTION 8.16.   Guaranty	6670
SECTION 8.17.   European Monetary Union	6872
SECTION 8.18.   Confidentiality	6872
SECTION 8.19.   USA PATRIOT Act	6973
SECTION 8.20.   No Fiduciary Duty	7073
SECTION 8.21.   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	7074

iii

FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the “Agreement”) dated as of September 29, 2011, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES (as defined herein), the lenders listed in Schedule 2.1 (the “Lenders”), BNP PARIBAS and THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agents, BANK OF AMERICA, N.A., as Syndication Agent, JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “JPMCB”), and CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, “CBNA”; JPMCB and CBNA are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”) and as competitive advance facility agent (in such capacity, the “Advance Agent”).

The Company has requested that the Lenders, on the terms and subject to the conditions herein set forth (i) extend credit to the Company and the applicable Borrowing Subsidiaries to enable them to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date (such term and each other capitalized term used but not defined herein having the meaning assigned to it in Article I) a principal amount not in excess of $1,500,000,000 and (ii) provide a procedure pursuant to which the Company and the Borrowing Subsidiaries may invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Company or the applicable Borrowing Subsidiary. The proceeds of such borrowings are to be used for working capital and other general corporate purposes of the Company and its Subsidiaries (other than funding hostile acquisitions), including commercial paper backup and repurchase of shares. The Lenders are willing to extend such credit on the terms and subject to the conditions herein set forth.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Administrative Fees” shall have the meaning assigned to such term in Section 2.11(b).

“Administrative Questionnaire” shall mean an administrative questionnaire delivered by a Lender pursuant to Section 8.4(e) in form acceptable to the Administrative Agents.

2

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly, Controls or is Controlled by or is under common Control with the Person specified.

“Agents” shall mean the Administrative Agents, the Syndication Agent and the Documentations Agents.

“Alternate Base Rate” shall mean for any day, a rate per annum equal to the greatest of (a) the rate of interest per annum publicly announced from time to time by CBNA as its base rate in effect at its principal office in New York City, (b) 1/2 of one percent above the NYFRB Rate and (c) the LIBO Rate for Dollars applicable for an interest period of one month in effect for such day plus 1%, provided that for the purpose of this definition, the LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month¹ Interest Period, the Interpolated Rate) at approximately 11:00 a.m., London time, on such day. If for any reason CBNA shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the LIBO Rate or NYFRB Rate, or both, specified in clause (b) or (c), respectively, of the first sentence of this definition, for any reason, including, without limitation, the inability or failure of CBNA to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c), or both, of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate shall be effective on the effective date of any change in such rate.

“Alternative Currency” shall mean at any time, Euro, Sterling, Yen, Swiss Franc, and any other currency (other than Dollars) to be mutually agreed by the Lenders and the Company that is readily available, freely traded and convertible into Dollars in the London market and as to which a Dollar Equivalent can be calculated.

“Anti-Corruption Laws” shall have the meaning assigned to such term in Section 3.14.

“Anti-Money Laundering Laws” shall mean the Bank Secrecy Act of 1970, as amended by the Patriot Act, and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business and the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001.

“Applicable Percentage” shall mean, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, Applicable Percentage shall mean, with respect to any Lender, the percentage of the Dollar Equivalent of the aggregate outstanding principal amount of the Loans represented by the Dollar Equivalent of the aggregate outstanding principal amount of each Lender’s Loans. Notwithstanding the foregoing, in the case of Section 2.21 when a Defaulting

¹NTD: Please note this reference to month is a reference to "moth" in the other amendment

4

CBNA for determining the then current annual assessment payable by CBNA to the Federal Deposit Insurance Corporation (or any successor) for insurance by such Corporation (or such successor) of time deposits made in Dollars at CBNA’s domestic offices.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee in the form of Exhibit B.

“Availability Period” shall mean the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Event” shall mean with respect to any Person that such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agents, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Basis Point” shall mean 1/100th of 1%.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

6

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided, however, that, any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as an operating lease and not a Capital Lease Obligation.

“Capital Markets Debt” shall mean any third party Debt for borrowed money consisting of bonds, debentures, notes or other debt securities issued by the Company.

“CDS Determination Date” shall mean (a) with respect to any Eurocurrency Loan, the second Business Day prior to the borrowing of such Eurocurrency Loan and, if applicable, the last Business Day prior to the continuation of such Eurocurrency Loan, provided that, in the case of any Eurocurrency Loan having an Interest Period greater than three months, the last Business Day prior to each three-month period succeeding such initial three-month period shall also be a CDS Determination Date with respect to such Eurocurrency Loan, with the applicable Credit Default Swap Spread, as so determined, to be in effect as to such Eurocurrency Loan for each day commencing with the first day of the applicable Interest Period until subsequently re-determined in accordance with the foregoing and (b) with respect to ABR Loans, initially on the Effective Date, and thereafter on the first Business Day of each succeeding calendar quarter.

“CFC Holdco” means a Subsidiary with no material assets other than capital stock (and debt securities, if any) of one or more CFCs, or of other CFC Holdcos.

“Change in Control” shall be deemed to have occurred if (a) any Person or group of Persons (other than (i) the Company, (ii) any Subsidiary or (iii) any employee or director benefit plan or stock plan of the Company or a Subsidiary or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any such plan) shall have acquired beneficial ownership of shares representing more than 35% of the combined voting power represented by the outstanding Voting Stock of the Company (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder), or (b) during any period of 12 consecutive months, commencing before or after the date of this Agreement, individuals who on the first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Company.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive

10

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 8.7).

“EMU Legislation” means the legislative measures of the European Council (including, without limitation, the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more member states.

“Environmental and Safety Laws” shall mean any and all applicable current and future treaties, laws (including without limitation common law), regulations, enforceable requirements, binding determinations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, permissions, written notices or binding agreements issued, promulgated or entered by any Governmental Authority, relating to the environment, to employee health or safety as it pertains to the use or handling of, or exposure to, any hazardous substance or contaminant, to preservation or reclamation of natural resources or to the management, release or threatened release of any hazardous substance, contaminant, or noxious odor, including without limitation the Hazardous Materials Transportation Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, the Clean Air Act of 1970, as amended, the Toxic Substances Control Act of 1976, the Occupational Safety and Health Act of 1970, as amended, the Emergency Planning and Community Right-to-Know Act of 1986, the Safe Drinking Water Act of 1974, as amended, the Federal Insecticide, Fungicide and Rodenticide Act of 1947, as amended by the Federal Environmental Pesticide Control Act of 1972, the Food Quality Protection Act of 1996, as amended, any similar or implementing state law, all amendments of any of them, and any regulations promulgated under any of them.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

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rate is being quoted, CBNA may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Extension Letter” shall mean a letter from the Company requesting an extension of the Maturity Date.

“FATCA” shall mean Sections 1471 through 1474 of the Code, or any amendment or revision thereof, so long as such amendment or revision is substantially similar to Sections 1471 to 1474 of the Code as of the date of this Agreement, together in each case with any regulations or official interpretations thereof.

“Federal Funds Effective Rate” shall mean, on any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Financial Officer” of any corporation shall mean the chief financial officer, principal accounting officer, treasurer or assistant treasurer of such corporation.

“Fixed Rate” shall mean, with respect to any Competitive Loan (other than a Eurocurrency Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.

“Fixed Rate Loan” shall mean a Competitive Loan bearing interest at a Fixed Rate.

“Foreign Lender” shall mean, with respect to any Borrower, any Lender that is organized under the laws of a jurisdiction other than that in which such Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean (a) each Subsidiary which is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (a “CFC”), (b) each Subsidiary which is a CFC Holdco and (c) each Subsidiary of a CFC or CFC Holdco.

“Funded Debt” shall mean Debt of the Company or a Subsidiary owning Restricted Property maturing by its terms more than one year after its creation and Debt classified as long-term debt under GAAP and, in the case of Funded Debt of the Company, ranking at least paripassu with the Loans.

“GAAP” shall mean generally accepted accounting principles in the United States of America.

“Governmental Authority” shall mean the government of any nation, including, but not limited to, the United States of America, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or

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other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” and “Guarantors” has the meaning set forth in Section 5.15.(a).

“Guaranty” and “Guaranties” has the meaning set forth in Section 5.15.(a).

“Hazardous Substances” shall mean any toxic, radioactive, mutagenic, carcinogenic, noxious, caustic or otherwise hazardous substance, material or waste, including petroleum, its derivatives, by‑products and other hydrocarbons, including, without limitation, polychlorinated biphenyls (commonly known as “PCBs”), asbestos or asbestos-containing material, and any substance, waste or material regulated or that could reasonably be expected to result in liability under Environmental and Safety Laws.

“Impacted Interest Period” shall have the meaning assigned to such term in the definition of “LIBO Rate.”

“Indenture” shall mean the Indenture dated as of June 1, 1993 between the Company and JPMCB, as successor to The Chase Manhattan Bank (National Association), as Trustee, as amended, supplemented or otherwise modified from time to time.

“Interest Election Request” shall mean a request by the Company to convert or continue a Revolving Borrowing in accordance with Section 2.7.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.

“Interest Period” shall mean (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Company may elect, and (b) as to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 360 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which

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there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” shall mean, at any time, for any Interest Period, and for any applicable currency, the rate per annum (rounded to the same number of decimal places as the LIBO Rate) determined by CBNA (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for such currency for the longest period that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for such currency for the shortest period that exceeds the Impacted Interest Period, in each case, at such time.

“Lenders” shall mean (a) the financial institutions listed on Schedule 2.1 (other than any such financial institution that has ceased to be a party hereto, pursuant to an Assignment and Assumption) and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption.

“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate appearing on the LIBOR01 Page (or other applicable page for an applicable currency) published by Reuters (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by CBNA from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars or the applicable Alternative Currency, as applicable, in the London interbank market) (the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars or the applicable Alternative Currency with a maturity comparable to such Interest Period; provided, that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”), the theLIBOR Rate shall be the Interpolated Rate; providedfurther that if the LIBO Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.² 

“LIBO Rate Discontinuance Event” shall mean any of the following:

(a)    an interest rate is not ascertainable pursuant to the provisions of the definition of “LIBO Rate” and the inability to ascertain such rate is unlikely to be temporary;

(b)    the regulatory supervisor for the administrator of the LIBO Screen Rate, the central bank for the currency of the LIBO Rate, an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Rate, has made a public statement, or published information, stating that the administrator of the LIBO Rate has ceased or will cease to provide the LIBO Rate

2NTD: Changes conform to definition in the 364 day facility.

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permanently or indefinitely on a specific date, provided that, at that time, there is no successor administrator that will continue to provide the LIBO Rate; or

(c)    the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Rate or the LIBO Screen Rate shall no longer be made available, or used for determining the interest rate of loans; provided that, at that time, there is no successor administrator that will continue to provide the LIBO Rate (the date of determination or such specific date in the foregoing clauses (a)-(c), the “Scheduled Unavailability Date”).

“LIBO Rate Discontinuance Event Time” shall mean, with respect to any LIBO Rate Discontinuance Event, (i) in the case of an event under clause (a) of such definition, the Business Day immediately following the date of determination that such interest rate is not ascertainable and such result is unlikely to be temporary and (ii) for purposes of an event under clause (b) or (c) of such definition, on the date on which the LIBO Rate ceases to be provided by the administrator of the LIBO Rate or is not permitted to be used or if such statement or information is of a prospective cessation or prohibition, the 90th day prior to the date of such cessation or prohibition (or if such prospective cessation or prohibition is fewer than 90 days later, the date of such statement or announcement).

“LIBO Rate Replacement Date” shall mean, in respect of any eurodollar borrowing, upon the occurrence of a LIBO Rate Discontinuance Event, the next interest reset date after the relevant amendment in connection therewith becomes effective (unless an alternative date is specified) and all subsequent interest reset dates for which the LIBO Rate would have had to be determined.

“LIBO Screen Rate” shall have the meaning assigned to such term in the definition of “LIBO Rate”.

“Lien” shall mean any mortgage, lien, pledge, encumbrance, charge or security interest.

“Loan Documents” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination and each promissory note held by a Lender pursuant to Section 2.9(e).

“Loans” shall mean the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“Margin Regulations” shall mean Regulations  T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Material Adverse Effect” shall mean a material adverse effect on the business, results of operations, properties or financial condition of the Company and its consolidated Subsidiaries, taken as a whole, excluding changes or effects in connection with specific events applicable to the Company and/or its Subsidiaries as disclosed in any annual report on Form

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10-K, quarterly report on Form 10-Q or current report on Form 8-K filed subsequent to December 31, 2010 and prior to the Effective Date.

“Material Debt” shall mean any Debt of the Company contemplated by clauses (i) and (ii) of the definition thereof, in each case, under any revolving or term loan credit facility or any Capital Markets Debt, in each case, in an aggregate committed or principal amount in excess of $1,000,000,000. For the avoidance of doubt, Material Debt shall exclude any intercompany Debt and any obligations in respect of interest rate caps, collars, exchanges, swaps or other similar agreements.

“Maturity” when used with respect to any Security, shall mean the date on which the principal of such Security becomes due and payable as provided therein or in the Indenture, whether on a Repayment Date, at the Stated Maturity thereof or by declaration of acceleration, call for redemption or otherwise.

“Maturity Date” shall mean September 29, 2016, subject to extension pursuant to Section 2.5.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor thereto.

“Non‑U.S. Lender” shall have the meaning assigned to such term in Section 2.16(g).

“NYFRB” shall mean the Federal Reserve Bank of New York.

“NYFRB Rate” shall mean, on any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided, that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such date received by the Paying Agent from a Federal funds broker of recognized standing selected by it; providedfurther, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” shall mean the due and punctual payment of (i) the principal of and interest on any Loans made by the Lenders to the Borrowers (including, for the avoidance of doubt, the Borrowing Subsidiary Obligations) pursuant to this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities (including, without limitation, the obligations described in Section 2.16. and Section 2.19.) of the Borrowers to the Lenders under this Agreement and the other Loan Documents.

“Original Issue Discount Security” shall mean (i) any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of

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acceleration of the Maturity thereof, and (ii) any other Security deemed an Original Issue Discount Security for United States Federal income tax purposes.

“Overnight Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participating Member State” means a member of the European Communities that adopts or has adopted the Euro as its currency in accordance with EMU Legislation.

“Patriot Act” shall have the meaning assigned to such term in Section 8.18.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Person” shall mean any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Code that is maintained by the Company or any ERISA Affiliate for current or former employees, or any beneficiary thereof.

“Plan Asset Regulations” shall mean 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Rating Agencies” shall mean Moody’s and S&P.

“Ratings” shall mean the ratings from time to time established by the Rating Agencies for senior, unsecured, non-credit-enhanced long-term debt of the Company.

“Register” shall have the meaning given such term in Section 8.4 (d).

“Relevant Governmental Sponsor” means any central bank, reserve bank, monetary authority or similar institution (including any committee or working group sponsored thereby) which shall have selected, endorsed or recommended a replacement rate, including relevant additional spreads or other adjustments, for the LIBO Rate.

“Repayment Date”, when used with respect to any Security to be repaid, shall mean the date fixed for such repayment pursuant to such Security.

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“Required Lenders” shall mean, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VI, and for all purposes after the Loans become due and payable pursuant to Article VI or the Commitments shall have expired or terminated, the Competitive Loan Exposures of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders.

“Restricted Property” shall mean (i) any manufacturing facility, or portion thereof, owned or leased by the Company or any Subsidiary and located within the continental United States of America which, in the opinion of the Board of Directors of the Company, is of material importance to the business of the Company and its Subsidiaries taken as a whole, but no such manufacturing facility, or portion thereof, shall be deemed of material importance if its gross book value (before deducting accumulated depreciation) is less than 2% of Consolidated Net Tangible Assets, and (ii) any shares of capital stock or indebtedness of any Subsidiary owning any such manufacturing facility. As used in this definition, “manufacturing facility” means property, plant and equipment used for actual manufacturing and for activities directly related to manufacturing, and it excludes sales offices, research facilities and facilities used only for warehousing, distribution or general administration.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate outstanding principal amount of such Lender’s Revolving Loans at such time.

“Revolving Loan” shall mean a Loan made pursuant to Section 2.3.

“Sale and Leaseback Transaction” shall mean any arrangement with any Person pursuant to which the Company or any Subsidiary leases any Restricted Property that has been or is to be sold or transferred by the Company or the Subsidiary to such Person to the extent such property constituted Restricted Property at the time leased, other than (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three years, (ii) transactions between the Company and a Subsidiary or between Subsidiaries, (iii) leases of Restricted Property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Restricted Property, and (iv) arrangements pursuant to any provision of law with an effect similar to that under former Section 168(f)(8) of the Internal Revenue Code of 1954.

“Sanctions” shall have the meaning assigned to such term in Section 3.14.

“S&P” shall mean Standard & Poor’s Ratings GroupFinancial Services LLC or any successor thereto.

“SEC” shall mean the Securities and Exchange Commission.

“Security” or “Securities” shall mean any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, of any series authenticated and delivered from time to time under the Indenture.

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“Specified Revolving Credit Agreements” shall mean (i) the 364-Day Revolving Credit Facility Agreement dated as of January 25, 2019 by and among the Company, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time), (ii) the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of July 30, 2012 among the Company, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time) and (iii) the Three Year Revolving Credit Facility Agreement dated as of January 25, 2019 among the Company, the Lenders named therein, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time).

“Standard North American Credit Default Swap” shall mean a single-name credit default swap that has the substantive terms and conditions set forth in the International Swaps and Derivatives Association, Inc.'s (“ISDA”) template Confirmation for use with the Credit Derivatives Physical Settlement Matrix (version 17 – March 16, 2011, as such template may from time to time be amended, supplemented or otherwise modified by ISDA) for the Transaction Type “STANDARD NORTH AMERICAN CORPORATE”.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, shall mean the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Sterling” shall mean the lawful currency of the United Kingdom.

“Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, (i) for purposes of Sections 5.10 and 5.11 only, any Person the majority of the outstanding Voting Stock of which is owned, directly or indirectly, by the parent or one or more subsidiaries of the parent of such Person and (ii) for all other purposes under this Agreement, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. References herein to “Subsidiary” shall mean a Subsidiary of the Company.

“Swiss Franc” shall mean the lawful currency of Switzerland.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and all liabilities with respect thereto.

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“Term Loan Credit Agreement” shall mean the Term Loan Credit Agreement dated as of January 18, 2019 by and among the Company, the Lenders named therein, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time), and as contemplated by the Permanent Financing Commitment Letter (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time).

“Transactions” means the execution and delivery by the Borrowers of this Agreement (or, in the case of the Borrowing Subsidiaries, the Borrowing Subsidiary Agreements), the performance by the Borrowers of this Agreement, the borrowing of the Loans and the use of the proceeds thereof.

“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the LIBO Rate, the Alternate Base Rate and the Fixed Rate.

“Value” shall mean, with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or extension options contained in the lease, discounted at the weighted average interest rate on the Securities of all series (including the effective interest rate on any Original Issue Discount Securities) which are outstanding on the effective date of such Sale and Leaseback Transaction and which have the benefit of Section 1007 of the Indenture under which the Securities are issued.

“Voting Stock” shall mean, as applied to the stock of any corporation, stock of any class or classes (however designated) having by the terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation other than stock having such power only by reason of the happening of a contingency.

“Wholly Owned Subsidiary” of any Person shall mean a Subsidiary of such Person of which securities (except for directors’ qualifying shares and/or other nominal amounts of shares required by applicable law to be held by Persons other than such Person) or other ownership interests representing 100% of the equity are, at the time any determination is being made, owned by such Person or one or more wholly owned Subsidiaries of such Person or by such Person and one or more wholly owned Subsidiaries of such Person.

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yen” shall mean the lawful currency of Japan.

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SECTION 1.2.    Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

SECTION 1.3.    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.4.    Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.5.    Other Interpretive Provisions. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

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SECTION 1.6.    LIBO Screen Rate Discontinuation. If at any time (i) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) or (ii) the Company or Required Lenders notify the Administrative Agent in writing (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined that a LIBO Rate Discontinuance Event has occurred,then, at or promptly after the LIBO Rate Discontinuance Event Time, the Administrative Agent and the Company shall endeavor to establish an alternate benchmark rate to replace the LIBO Rate under this Agreement, together with any spread or adjustment to be applied to such alternate benchmark rate to account for the effects of transition from the LIBO Rate to such alternate benchmark rate, giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States (including the application of a spread and the making of other appropriate adjustments to such alternate benchmark rate and this Agreement to account for the effects of transition from the LIBO Rate to such replacement benchmark, including any changes necessary to reflect the available interest periods and timing for determining such alternate benchmark rate) at such time and any recommendations (if any) therefor by a Relevant Governmental Sponsor, provided that any such alternate benchmark rate and adjustments shall be required to be commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion) (any such rate, the “Successor LIBO Rate”).

After such determination that a LIBO Rate Discontinuance Event has occurred, promptly following the LIBO Rate Discontinuance Event Time, the Administrative Agent and the Company shall enter into an amendment to this Agreement to reflect such Successor LIBO Rate and such other related changes to this Agreement as may be necessary or appropriate, as the Administrative Agent may determine in good faith (which determination shall be conclusive absent manifest error) with the Company’s consent, to implement and give effect to the Successor LIBO Rate under this Agreement on the LIBO Rate Replacement Date and, notwithstanding anything to the contrary in Section 1.6. or Section 8.7., such amendment shall become effective for each Tranche of Loans and Lenders without any further action or consent of any other party to this Agreement on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment; provided, that if a Successor LIBO Rate has not been established pursuant to the foregoing, at the option of the Company, the Company and the Required Lenders may select a different Successor LIBO Rate that is commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion) and, upon not less than 15 Business Days’ prior written notice to the Administrative Agent, the Administrative Agent, such Required Lenders and the Company shall enter into an amendment to this Agreement to reflect such Successor LIBO Rate and such other related changes to this Agreement as may be applicable and, notwithstanding anything to the contrary in this SECTION 1.6. or SECTION 8.7., such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further, that if no Successor LIBO Rate has been determined pursuant to the foregoing and a Scheduled Unavailability Date (as defined in the definition of LIBO Discontinuance Event) has occurred, the Administrative Agent will promptly so notify the Company and each Lender and thereafter, until such Successor LIBO Rate has been determined pursuant to this paragraph, (i) any Borrowing Request, the conversion of any Borrowing to, or

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continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii) all outstanding Eurocurrency Borrowings shall be converted to an ABR Borrowing until a Successor LIBO Rate has been chosen pursuant to this paragraph. Notwithstanding anything else herein, any definition of Successor LIBO Rate shall provide that in no event shall such Successor LIBO Rate be less than zero for purposes of this Agreement.

ARTICLE II

The Credits

SECTION 2.1. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Company and any Borrowing Subsidiary from time to time during the Availability Period in Dollars, Sterling, Euros, Swiss Francs, Yen or any other Alternative Currency in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company and each applicable Borrowing Subsidiary may borrow, prepay and reborrow Revolving Loans.

SECTION 2.2. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.4. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.13, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans (which shall be denominated in Dollars) or Eurocurrency Loans as the Company (on its own behalf or on behalf of any other applicable Borrower) may request in accordance herewith, and (ii) each Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the Company (on its own behalf or on behalf of any other Borrower) may request in accordance herewith. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 (or the Dollar Equivalent thereof in the case of Loans denominated in an Alternative Currency) and not less than $10,000,000 (or the Dollar Equivalent thereof in the case of Loans denominated in an Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000; provided that an ABR Revolving Borrowing may

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payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments.

SECTION 2.19.    Borrowing Subsidiaries. The Company may designate any Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary upon ten Business Days notice to CBNA on behalf of the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary and any other information reasonably requested by the Administrative Agents pursuant to the Patriot Act). Upon proper notice and the receipt by CBNA of a Borrowing Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company, such Wholly Owned Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding to such Subsidiary and such Subsidiary and the Company shall have executed and delivered to CBNA a Borrowing Subsidiary Termination; provided that, notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned Subsidiary of the Company so long as such Borrowing Subsidiary and the Company shall not have executed and delivered to CBNA a Borrowing Subsidiary Termination and the Company’s guarantee of the Borrowing Subsidiary Obligations of such Borrowing Subsidiary pursuant to Section 8.16 has not been released. Following the giving of any notice pursuant to this Section 2.19, if the designation of a Subsidiary as a Borrowing Subsidiary obligates the Administrative Agents or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of an Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by such Administrative Agent or such Lender in order for such Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations(including in the case of any Borrowing Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation the delivery of a Beneficial Ownership Certificate with respect to such Borrowing Subsidiary).

If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender unable to lend to such Borrowing Subsidiary due to applicable law or regulation may, with prior written notice to the Administrative Agents and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction as such Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Borrowing Subsidiary, and such Lender shall, to the extent of Loans made to such Borrowing Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Borrowing Subsidiary.

As soon as practicable after receiving notice from the Company or the Administrative Agents of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Borrowing Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish

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SECTION 3.13.    Investment and Holding Company Status. Neither the Company nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.14.    Sanctions, Anti-Corruption, and Anti-Money Laundering Laws. None of the Company or any of its Subsidiaries, nor any director or officer thereof, nor, to the knowledge of the Company, any employee, agent or affiliate of the Company or any of its Subsidiaries is, or is owned or controlled by Persons that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State, the United Nations Security Council, the European Union, any European member state or Her Majesty’s Treasury (collectively, “Sanctions”), or (ii) located, organized or resident in a country, region or territory that is, or whose government is, the target of Sanctions (currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria). Except as disclosed in the 10-K filed as of February 2, 2017 by the Company, the Company and its Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Company, agents are in compliance in all material respects with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption laws (“Anti-Corruption Laws”). To the Company’s knowledge, noneNone of the Company or any of its Subsidiaries, nor any director or officer thereof, nor, to the knowledge of the Company, any employee or Affiliate of the Company or any of its Subsidiaries: (i) is in violation of any Anti-Money Laundering Laws, (ii) is under any investigation by any Governmental Authority with respect to any Anti-Money Laundering Laws, (iii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iv) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws, in each case, that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable Sanctions and Anti-Money Laundering Laws.

ARTICLE IV
Conditions

SECTION 4.1.    Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.7):

(a)    CBNA (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to CBNA (which may include email or telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)    CBNA shall have received a favorable written opinion (addressed to the Administrative Agents and the Lenders and dated the Effective Date) of Katherine R. Kelly, Esq., Vice President, Assistant General Counsel and Assistant Corporate Secretary of the

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SECTION 5.15. Guaranties.

(a)    The payment and performance of the Obligations of the Company shall at all times be guaranteed by each direct and indirect existing or future Domestic Subsidiary that guarantees the Company’s obligations under the Term Loan Credit Agreement, the Company’s obligations under the Specified Revolving Credit Agreements or the Company’s obligations under any other Material Debt (excluding any such guarantee existing prior to January 2, 2019) pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Administrative Agent and which shall be substantially consistent with the guaranty set forth in Section 8.16., as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and each such Subsidiary executing and delivering a Guaranty, a “Guarantor” and collectively the “Guarantors”).

(b)    In the event any Domestic Subsidiary is required pursuant to the terms of Section 5.15. (a) above to become a Guarantor hereunder, the Company shall cause such Domestic Subsidiary to execute and deliver to the Administrative Agent a Guaranty and the Company shall also deliver to the Administrative Agent, or cause such Domestic Subsidiary to deliver to the Administrative Agent, at the Company’s cost and expense, such other documents, certificates and opinions of the type delivered on the Effective Date pursuant to Sections 4.1. (b) and (c) to the extent reasonably required by the Administrative Agent in connection therewith.

(c)    A Guarantor, upon delivery of written notice to the Administrative Agent by a Financial Officer or other authorized officer of the Company certifying that, after giving effect to any substantially concurrent transactions, including any repayment of Debt, release of a guaranty or any sale or other disposition, either: (i) such Guarantor does not guarantee the obligations of the Company (1) under the Specified Revolving Credit Agreements, (2) under the Term Loan Credit Agreement or (3) under any other Material Debt of the Company or (ii) such Guarantor is no longer a Domestic Subsidiary of the Company as a result of a transaction not prohibited hereunder, shall be automatically released from its obligations (including its Guaranty) hereunder without further required action by any Person. The Administrative Agent, at the Company’s expense, shall execute and deliver to the Company or the applicable Guarantor any documents or instruments as the Company or such Guarantor may reasonably request to evidence the release of such Guaranty.

ARTICLE VI
Events of Default

In case of the happening of any of the following events (each an “Event of Default”):

(a)    any representation or warranty made or deemed made in or in connection with the execution and delivery of this Agreement or the Borrowings hereunder or under any Borrowing Subsidiary Agreement shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

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(b)    default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c)    default shall be made in the payment of any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (b) above) due hereunder, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

(d)    default shall be made in the due observance or performance of any covenant, condition or agreement contained in (i) Section 5.1 (solely with respect to the corporate existence of the Borrower (which shall, for the avoidance of doubt, not include the failure to remain in good standing under the laws of the jurisdiction of its organization)), (ii) Section 5.6 and such default shall continue unremedied for a period of five Business Days after actual knowledge thereof by a Financial Officer, or (iii) Section 5.10, 5.11, 5.12, 5.13 or 5.14;

(e)     default shall be made in the due observance or performance of any covenant, condition or agreement contained herein (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after notice thereof from any Administrative Agent or any Lender to the Company;

(f)    the Company or any Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect of one or more items of Debt in an aggregate principal amount greater than or equal to $100,000,000200,000,000, when and as the same shall become due and payable (giving effect to any applicable grace period), or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Debt if the effect of any failure referred to in this clause (ii) is to cause such Debt to become due prior to its stated maturity;

(g)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Borrowing Subsidiary, or of a substantial part of the property or assets of the Company or any Borrowing Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Borrowing Subsidiary or for a substantial part of the property or assets of the Company or any Borrowing Subsidiary or (iii) the winding up or liquidation of the Company or any Borrowing Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)    the Company or any Borrowing Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,

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conservator or similar official for the Company or any Borrowing Subsidiary or for a substantial part of the property or assets of the Company or any Borrowing Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; or

(i)    one or more judgments for the payment of money in an aggregate amount equal to or greater than $100,000,000200,000,000 (exclusive of any amount thereof covered by insurance) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed (for this purpose, a judgment shall be effectively stayed during a period when it is not yet due and payable), or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company or any Subsidiary to enforce any such judgment;

(j)    (i) a Plan of the Company or any Borrowing Subsidiary shall fail to maintain the minimum funding standard required by Section 412 of the Code for any plan year or a waiver of such standard is sought or granted under Section 412(c) of the Code, or (ii) an ERISA Termination Event shall have occurred or (iii) the Company or any Borrowing Subsidiary or an ERISA Affiliate has incurred or is reasonably likely to incur a liability to or on account of a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA, or (iv) the Company or any Borrowing Subsidiary or any ERISA Affiliate shall engage in any prohibited transaction described in Sections 406 of ERISA or 4975 of the Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the United States Department of Labor, or (v) the Company or any Borrowing Subsidiary or any ERISA Affiliate shall fail to pay any required installment or any other payment required to be paid by such entity under Section 412 or 430 of the Code on or before the due date for such installment or other payment, or (vi) the Company or any Borrowing Subsidiary or any ERISA Affiliate shall fail to make any contribution or payment to any Multiemployer Plan which the Company or any Borrowing Subsidiary or any ERISA Affiliate is required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto, and there shall result from any such event or events set forth in clauses (i) through (vi) of this paragraph either a liability or a material risk of incurring a liability to the PBGC, a Plan or a Multiemployer Plan which liability will have a Material Adverse Effect;

(k)    a Change in Control shall occur; or

(l)    any Guaranty, at any time while a Borrowing Subsidiary Agreement is in effect, the guarantee in Section 8.16 shall cease to be, or shall be asserted by the Company not to be, a valid and binding obligation on the part of the Company;after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent obligations that survive the termination of this Agreement), ceases to be in full force and effect; or the Company or any Guarantor contests in writing the validity or enforceability of any Guaranty;

60

which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents as determined by a final and nonappealable decision of a court of competent jurisdiction.

Each Lender acknowledges that it has, independently and without reliance upon any Administrative Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Administrative Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agents hereunder, the Administrative Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Company or any Borrowing Subsidiary or any affiliate of the Company or any Borrowing Subsidiary that may come into the possession of the Administrative Agents or any of its officers, directors, employees, agents, advisors, attorneys in fact or affiliates.

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agents and their Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

(a)    such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans or the Commitments;

(b)     the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable and the conditions are satisfied with respect to such Lender’s

61

entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;

(c)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or

(d)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agents, in their sole discretion, and such Lender.

In addition, unless sub-clause (i) in the immediately preceding paragraph is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding paragraph, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that none of the Administrative Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agents under this Agreement, any Loan Document or any documents related to hereto or thereto).

The Administrative Agents hereby inform the Lenders that such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

The Lenders irrevocably authorize and direct the release of any Guarantor from its obligations under its Guaranty automatically as set forth in Section 5.15. (c) and authorize and direct the Administrative Agents to, at the Company’s expense, execute and deliver to the

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applicable Guarantor such documents or instruments as the Company or such Guarantor may reasonably request to evidence the release of such Guaranty.

ARTICLE VIII
Miscellaneous

SECTION 8.1.  Notices.

(a)    Subject to the last paragraph of Section 5.3, notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by telecopy or electronic transmission, as applicable, as follows:

(i)    if to the Company, to Bristol-Myers Squibb Company, Route 206 & Province Line Road, Princeton, New Jersey 08543, Attention of the Treasurer (email: jeffrey.galik@bms.com or any successor email address) and Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, Attention of the General Counsel (email: sandra.leung@bms.com or any successor email address);

(ii)    if to CBNA, (1) for notices concerning operational matters, to Citibank, N.A. c/o Citibank Delaware, 1615 Brett Road, OPS 3, New Castle, DE 19720, Attention of Chris Delduca (Telecopy No. (212) 994-0961; email: Christopher.delduca@citi.comor any successor email address) or (2) for notices concerning credit matters, to Citibank, N.A., 388 Greenwich Street, New York, New York 10013, Attention of Pamela Kowalski (Telecopy No. (646) 291-1803; email: pamela.kowalski@citi.com or any successor email address);

(iii)    if to a Lender, to it at its address (or telecopy number or electronic mail address) set forth in Schedule 2.1 or in the Assignment and Assumption pursuant to which such Lender became a party hereto; and

(iv)    if to any Borrowing Subsidiary, to it at the addresses (or email addresses) set forth above for the Company. Each Borrowing Subsidiary hereby irrevocably appoints the Company as its agent for the purpose of giving on its behalf any notice and taking any other action provided for in this Agreement and hereby agrees that it shall be bound by any such notice or action given or taken by the Company hereunder irrespective of whether or not any such notice shall have in fact been authorized by such Borrowing Subsidiary and irrespective of whether or not the agency provided for herein shall have theretofore been terminated.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or electronic transmission, as

EX-10.C

EXHIBIT 10c

430 East 29 Street New York, New York 10016

Citibank, N.A., as Administrative Agent

388 Greenwich Street

New York, New York 10013

Attention: Richard Rivera

May 31, 2019

Ladies and Gentlemen:

Re: Extension of Maturity Date

Reference is made to the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of July 30, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement") among Bristol-Myers Squibb Company, a Delaware corporation (the "Company"),the Borrowing Subsidiaries, the lenders parties thereto (the "Lenders"), certain Agents, Citibank, N.A., as an Administrative Agent, and JPMorgan Chase Bank, N.A., as an Administrative Agent. Capitalized terms used but not definedherein shall have the meaning assigned to such term in the Credit Agreement.

Pursuant to Section 2.5 of the Credit Agreement, the Company hereby requests that the Lenders extend the Maturity Date in effect on the date hereof (i.e., July 28, 2023) such that the extended Maturity Date under the Credit Agreement will be July 30, 2024. This letter shall constitute an "Extension Letter" as referred to in Section 2.5 of the Credit Agreement.

Very truly yours,
BRISTOL-MYERS SQUIBB COMPANY
By:	/s/ Jeffrey Galik
	Name: Jeffrey Galik
	Title: Senior Vice President and Treasurer

EX-10.D

EXHIBIT 10d

EXECUTION VERSION

AMENDMENT

AMENDMENT (this “Amendment”), dated as of June 20, 2019, to the FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 30, 2012, among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES (as defined in the Credit Agreement) party thereto, the lenders party thereto (the “Lenders”), certain Agents, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, “JPMCB”), and CITIBANK, N.A., as Administrative Agent (in such capacity, “CBNA”; JPMCB and CBNA are referred to herein individually as an “Administrative Agent” and collectively as the “Administrative Agents”) and as competitive advance facility agent.

W I T N E S S E T H:

WHEREAS, Section 8.7 of the Credit Agreement permits the Credit Agreement to be amended from time to time by the Company and the Required Lenders; and

WHEREAS, the Company and the Required Lenders desire to amend the Credit Agreement on the terms set forth herein;

NOW, THEREFORE, it is agreed:

SECTION 1.    Defined Terms.

Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Credit Agreement.

SECTION 2.    Amendment.

Effective as of the Amendment Effective Date, the Credit Agreement (excluding the Schedules and the Exhibits thereto, which shall continue to be the Schedules and Exhibits under the Credit Agreement, as amended hereby) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto.

SECTION 3.    Conditions to Effectiveness of Amendment.

This Amendment shall become effective on the date on which CBNA (or its counsel) shall have received from the Company and the Required Lenders either (a) a counterpart of this Amendment signed on behalf of such party or (b) written evidence satisfactory to CBNA (which may include email or facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment (such date, the “Amendment Effective Date”).

CBNA shall notify the Company and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error.

SECTION 4.    Effects on Loan Documents.

This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement and the other Loan Documents. From and after the Amendment Effective Date, all references to the Credit Agreement and each of the other Loan Documents shall be deemed to be references to the Credit Agreement as amended by this Amendment. Except as expressly amended pursuant to the terms hereof, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agents under any of the Loan Documents.

SECTION 5.    Miscellaneous.

(a)The Company represents and warrants to the Lenders and the Administrative Agents that (i) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date and (ii) no Default or Event of Default exists on the Amendment Effective Date.

(b)This Amendment may be executed in multiple counterparts, each of which shall constitute an original but all of which taken together shall constitute but one contract. A counterpart hereof, or signature page hereto, delivered to the Administrative Agent by facsimile or e-mail shall be effective as delivery of an original manually-signed counterpart.

(c)    The provisions of Sections 8.5, 8.11, 8.13 and 8.14 of the Credit Agreement are incorporated herein by reference as if fully set forth herein, mutatismutandis.

SECTION 6.    Applicable Law.

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized officers as of the day and year first above written.

BRISTOL-MYERS SQUIBB COMPANY
By:	/s/ Jeffrey Galik
	Name: Jeffery Galik
	Title: Senior Vice President and Treasurer

By:	/s/ William Szablewski
	Name: William Szablewski
	Title: Assistant Treasurer

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

CITIBANK, N.A., as Administrative Agent
and as a Lender
By:	/s/ Richard Rivera
	Name: Richard Rivera
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Lender
By:	/s/ Joseph M. McShane
	Name: Joseph M. McShane
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		BANK OF AMERICA, N.A.
By:	/s/ Darren Merten
	Name: Darren Merten
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		BARCLAYS BANK PLC
By:	/s/ Ronnie Glenn
	Name: Ronnie Glenn
	Title: Director

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Ming K. Chu
	Name: Ming K. Chu
	Title: Director
For any institution requiring a second signature line:
By:	/s/ Virginia Cosenza
	Name: Virginia Cosenza
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		MORGAN STANLEY BANK, N.A.
By:	/s/ Michael King
	Name: Michael King
	Title: Authorized Signatory

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

MUFG Bank Ltd.
By:	/s/ David Meisner
	Name: David Meisner
	Title: Vice President

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Jordan Harris
	Name: Jordan Harris
	Title: Director

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		BNP Paribas
By:	/s/ Brendan Heneghan
	Name: BRENDAN HENEGHAN
	Title: Director
By:	/s/ Ade Adedeji
	Name: Ade Adedeji
	Title: Director

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

Name of
Institution:		Credit Suisse AG, Cayman Island Branch
By:	/s/ Judith Smith
	Name: Judith Smith
	Title: Authorized Signatory
By:	/s/ Lingzi Huang
	Name: Lingzi Huang
	Title: Authorized Signatory

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		GOLDMAN SACHS BANK USA
By:	/s/ Anni Carr
	Name: Anni Carr
	Title: Authorized Signatory

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		Mizuho Bank, Ltd.
By:	/s/ Tracy Rahn
	Name: Tracy Rahn
	Title: Authorized Signatory
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		U.S. Bank National Association
By:	/s/ Ryan M. Black
	Name: Ryan M. Black
	Title: Vice President
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		HSBC Bank USA, N.A.
By:	/s/ Iain Stewart
	Name: Iain Stewart
	Title: Manging Director
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

Banco Santander, S.A.
By:	/s/ Pablo Tarrio
	Name: Pablo Tarrio
	Title: Attorney
By:	/s/ Lucas Videla
	Name: Lucas Videla
	Title: Executive Director

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		Standard Chartered Bank
By:	/s/ Daniel Mattern
	Name: Daniel Mattern
	Title: Associate Director
	Standard Chartered Bank

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

Sumitomo Mitsui Banking Corporation
By:	/s/ Michael Maguire
	Name: Michael Maguire
	Title: Executive Director

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		The Bank of New York Mellon
By:	/s/ Clifford A. Mull
	Name: Clifford A. Mull
	Title: Director
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

LENDER SIGNATURE PAGE

Name of
Institution:		The Northern Trust Company
By:	/s/ Andrew D Holtz
	Name: Andrew D Holtz
	Title: Senior Vice President
For any institution requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment to Bristol-Myers Squibb 2012 Credit Agreement]

Annex I

[Credit Agreement]

ANNEX I

Conformed for 2019 Amendment

$1,500,000,000

FIVE YEAR COMPETITIVE ADVANCE AND

REVOLVING CREDIT FACILITY AGREEMENT

Among

BRISTOL-MYERS SQUIBB COMPANY,

THE BORROWING SUBSIDIARIES,

THE LENDERS NAMED HEREIN,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

DEUTSCHE BANK SECURITIES INC.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Documentation Agents,

CITIBANK, N.A.
as Administrative Agent

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

Dated as of July 30, 2012

CITIGROUP GLOBAL MARKETS INC.,

J.P. MORGAN SECURITIES LLC, BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and WELLS FARGO SECURITIES LLC.

as Joint Lead Arrangers and Bookrunners

TABLE OF CONTENTS

	Page
ARTICLE I Definitions	1
SECTION 1.1.   Defined Terms	1
SECTION 1.2.   Classification of Loans and Borrowings	1618
SECTION 1.3.   Terms Generally	1618
SECTION 1.4.   Accounting Terms; GAAP	1618
SECTION 1.5.   Other Interpretive Provisions	18
SECTION 1.6.   LIBO Screen Rate Discontinuation	19
ARTICLE II The Credits	1720
SECTION 2.1.   Commitments	1720
SECTION 2.2.   Loans and Borrowings	1720
SECTION 2.3.   Requests for Revolving Borrowings	1821
SECTION 2.4.   Competitive Bid Procedure	1821
SECTION 2.5.   Extension of Maturity Date	2124
SECTION 2.6.   Funding of Borrowings	2224
SECTION 2.7.   Interest Elections	2225
SECTION 2.8.   Termination and Reduction of Commitments	2326
SECTION 2.9.   Repayment of Loans; Evidence of Debt	2427
SECTION 2.10.   Prepayment of Loans	2427
SECTION 2.11.   Fees	2528
SECTION 2.12.   Interest	2528
SECTION 2.13.   Alternate Rate of Interest	2629
SECTION 2.14.   Increased Costs	2629
SECTION 2.15.   Break Funding Payments	2830
SECTION 2.16.   Taxes	2831
SECTION 2.17.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs	3134
SECTION 2.18.   Mitigation Obligations; Replacement of Lenders	3235
SECTION 2.19.   Borrowing Subsidiaries	3336
SECTION 2.20.   Prepayments Required Due to Currency Fluctuation	3437
SECTION 2.21.   Defaulting Lenders	3437
ARTICLE III Representations and Warranties	3538
SECTION 3.1.   Organization; Powers	3538
SECTION 3.2.   Authorization	3538
SECTION 3.3.   Enforceability	3538
SECTION 3.4.   Governmental Approvals	3538
SECTION 3.5.   Financial Statements; No Material Adverse Effect	3538
SECTION 3.6.   Litigation; Compliance with Laws	3639
SECTION 3.7.   Federal Reserve Regulations	3639
SECTION 3.8.   Use of Proceeds	3639

i

	Page
SECTION 3.9.   Taxes	3639
SECTION 3.10.   Employee Benefit Plans.	3639
SECTION 3.11.   Environmental and Safety Matters	3739
SECTION 3.12.   Properties	3740
SECTION 3.13.   Investment and Holding Company Status	3740
SECTION 3.14.   Sanctions, Anti-Corruption, and Anti-Money Laundering Laws	3740
ARTICLE IV Conditions	3841
SECTION 4.1.   Effective Date	3841
SECTION 4.2.   Each Credit Event	3841
SECTION 4.3.   Initial Borrowing by Each Borrowing Subsidiary	3942
ARTICLE V Covenants	3942
SECTION 5.1.   Existence	3942
SECTION 5.2.   Business and Properties	3942
SECTION 5.3.   Financial Statements, Reports, Etc.	3942
SECTION 5.4.   Insurance	4043
SECTION 5.5.   Obligations and Taxes	4043
SECTION 5.6.   Litigation and Other Notices	4043
SECTION 5.7.   Books and Records	4043
SECTION 5.8.   Ratings	4143
SECTION 5.9.   Compliance with Laws	4143
SECTION 5.10.   Consolidations, Mergers, and Sales of Assets	4144
SECTION 5.11.   Liens	4144
SECTION 5.12.   Limitation on Sale and Leaseback Transactions	4345
SECTION 5.13.   Sanctions	4346
SECTION 5.14.   Anti-Corruption Laws	4346
SECTION 5.15.   Guaranties.	46
ARTICLE VI Events of Default	4347
ARTICLE VII The Administrative Agents	4549
ARTICLE VIII Miscellaneous	4853
SECTION 8.1.   Notices.	4853
SECTION 8.2.   Survival of Agreement	5054
SECTION 8.3.   Binding Effect	5055
SECTION 8.4.   Successors and Assigns	5055
SECTION 8.5.   Expenses; Indemnity	5357
SECTION 8.6.   Applicable Law	5459
SECTION 8.7.   Waivers; Amendment	5459
SECTION 8.8.   Entire Agreement	5459
SECTION 8.9.   Severability	5559
SECTION 8.10.   Counterparts	5560
SECTION 8.11.   Headings	5560

ii

	Page
SECTION 8.12.   Right of Setoff	5560
SECTION 8.13.   Jurisdiction; Consent to Service of Process	5560
SECTION 8.14.   Waiver of Jury Trial	5660
SECTION 8.15.   Conversion of Currencies	5661
SECTION 8.16.   Guaranty	5661
SECTION 8.17.   European Monetary Union	5862
SECTION 8.18.   Confidentiality	5863
SECTION 8.19.   USA PATRIOT Act	5963
SECTION 8.20.   No Fiduciary Duty	5964
SECTION 8.21.   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	5964

iii

4

or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Basis Point” shall mean 1/100th of 1%.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean either the board of directors of the Company or any duly authorized committee thereof or any committee of officers of the Company acting pursuant to authority granted by the board of directors of the Company or any committee of such board.

“Borrower” shall mean the Company or any Borrowing Subsidiary.

“Borrowing” shall mean (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period and a single Currency are in effect or (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period and a single Currency are in effect.

“Borrowing Request” shall mean a request by the Company for a Revolving Borrowing in accordance with Section 2.3.

“Borrowing Subsidiary” shall mean any Subsidiary of the Company designated as a Borrowing Subsidiary by the Company pursuant to Section 2.19.

“Borrowing Subsidiary Agreement” shall mean a Borrowing Subsidiary Agreement substantially in the form of Exhibit D.

“Borrowing Subsidiary Obligations” shall mean the due and punctual payment of (i) the principal of and interest on any Loans made by the Lenders to the Borrowing Subsidiaries pursuant to this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities (including, without limitation, the obligations described in Section 2.19) of the Borrowing Subsidiaries to the Lenders under this Agreement and the other Loan Documents.

“Borrowing Subsidiary Termination” shall mean a Borrowing Subsidiary Termination substantially in the form of Exhibit E.

“Business Day” shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City;

5

provided, however, that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude (i) any day on which banks are not open for dealings in dollar deposits or in the applicable Alternative Currency in the London interbank market, (ii) in the case of a Eurocurrency Loan denominated in Euros, any day on which the TARGET payment system is not open for settlement of payment in Euros or (iii) in the case of a Eurocurrency Loan denominated in an Alternative Currency other than Sterling or Euro, any day on which banks are not open for dealings in such Alternative Currency in the city which is the principal financial center of the country of issuance of the applicable Alternative Currency.

“Calculation Time” shall have the meaning assigned to such term in Section 2.20.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided, however, that, any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as an operating lease and not a Capital Lease Obligation.

“Capital Markets Debt” shall mean any third party Debt for borrowed money consisting of bonds, debentures, notes or other debt securities issued by the Company.

“CDS Determination Date” shall mean (a) with respect to any Eurocurrency Loan, the second Business Day prior to the borrowing of such Eurocurrency Loan and, if applicable, the last Business Day prior to the continuation of such Eurocurrency Loan, provided that, in the case of any Eurocurrency Loan having an Interest Period greater than three months, the last Business Day prior to each three-month period succeeding such initial three-month period shall also be a CDS Determination Date with respect to such Eurocurrency Loan, with the applicable Credit Default Swap Spread, as so determined, to be in effect as to such Eurocurrency Loan for each day commencing with the first day of the applicable Interest Period until subsequently re-determined in accordance with the foregoing and (b) with respect to ABR Loans, initially on the Effective Date, and thereafter on the first Business Day of each succeeding calendar quarter.

“CFC Holdco” means a Subsidiary with no material assets other than capital stock (and debt securities, if any) of one or more CFCs, or of other CFC Holdcos.

“Change in Control” shall be deemed to have occurred if (a) any Person or group of Persons (other than (i) the Company, (ii) any Subsidiary or (iii) any employee or director benefit plan or stock plan of the Company or a Subsidiary or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any such plan) shall have acquired beneficial ownership of shares representing more than 35% of the combined voting power represented by the outstanding Voting Stock of the Company (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder), or (b) during any period of 12 consecutive months, commencing before or after the date of this Agreement, individuals who on the first day of such period were directors of the Company (together with any replacement or additional directors who were nominated or elected by a majority of directors then in office) cease to constitute a majority of the Board of Directors of the Company.

9

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EMU Legislation” means the legislative measures of the European Council (including, without limitation, the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more member states.

“Environmental and Safety Laws” shall mean any and all applicable current and future treaties, laws (including without limitation common law), regulations, enforceable requirements, binding determinations, orders, decrees, judgments, injunctions, permits, approvals, authorizations, licenses, permissions, written notices or binding agreements issued, promulgated or entered by any Governmental Authority, relating to the environment, to employee health or safety as it pertains to the use or handling of, or exposure to, any hazardous substance or contaminant, to preservation or reclamation of natural resources or to the management, release or threatened release of any hazardous substance, contaminant, or noxious odor, including without limitation the Hazardous Materials Transportation Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, the Clean Air Act of 1970, as amended, the Toxic Substances Control Act of 1976, the Occupational Safety and Health Act of 1970, as amended, the Emergency Planning and Community Right-to-Know Act of 1986, the Safe Drinking Water Act of 1974, as amended, the Federal Insecticide, Fungicide and Rodenticide Act of 1947, as amended by the Federal Environmental Pesticide Control Act of 1972, the Food Quality Protection Act of 1996, as amended, any similar or implementing state law, all amendments of any of them, and any regulations promulgated under any of them.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 412 of the Code, under Section 414(m) of the Code.

“ERISA Termination Event” shall mean (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30‑day notice to the PBGC or with respect to which the notice requirement is waived under such regulations), or (ii) the withdrawal of the Company or any ERISA Affiliates from a Plan during a plan year in which it was a “substantial employer”, as such term is defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which is reasonably likely to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of the Company or any ERISA Affiliate from a Multiemployer Plan.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

11

“Fixed Rate Loan” shall mean a Competitive Loan bearing interest at a Fixed Rate.

“Foreign Subsidiary” shall mean (a) each Subsidiary which is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (a “CFC”), (b) each Subsidiary which is a CFC Holdco and (c) each Subsidiary of a CFC or CFC Holdco.

“Funded Debt” shall mean Debt of the Company or a Subsidiary owning Restricted Property maturing by its terms more than one year after its creation and Debt classified as long-term debt under GAAP and, in the case of Funded Debt of the Company, ranking at least paripassu with the Loans.

“GAAP” shall mean generally accepted accounting principles in the United States of America.

“Governmental Authority” shall mean the government of any nation, including, but not limited to, the United States of America, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” and “Guarantors” has the meaning set forth in Section 5.15.(a).

“Guaranty” and “Guaranties” has the meaning set forth in Section 5.15.(a).

“Hazardous Substances” shall mean any toxic, radioactive, mutagenic, carcinogenic, noxious, caustic or otherwise hazardous substance, material or waste, including petroleum, its derivatives, by‑products and other hydrocarbons, including, without limitation, polychlorinated biphenyls (commonly known as “PCBs”), asbestos or asbestos-containing material, and any substance, waste or material regulated or that could reasonably be expected to result in liability under Environmental and Safety Laws.

“Impacted Interest Period” shall have the meaning assigned to such term in the definition of “LIBO Rate.”

“Indenture” shall mean the Indenture dated as of June 1, 1993 between the Company and JPMCB, as successor to The Chase Manhattan Bank (National Association), as Trustee, as amended, supplemented or otherwise modified from time to time.

“Interest Election Request” shall mean a request by the Company to convert or continue a Revolving Borrowing in accordance with Section 2.7.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.

12

“Interest Period” shall mean (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Company may elect, and (b) as to any Fixed Rate Borrowing, the period (which shall not be less than seven days or more than 360 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” shall mean, at any time, for any Interest Period, and for any applicable currency, the rate per annum (rounded to the same number of decimal places as the LIBO Rate) determined by CBNA (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for such currency for the longest period that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for such currency for the shortest period that exceeds the Impacted Interest Period, in each case, at such time.

“Judgment Currency” shall have the meaning assigned to such term in Section 8.15(b).

“Lenders” shall mean (a) the financial institutions listed on Schedule 2.1 (other than any such financial institution that has ceased to be a party hereto, pursuant to an Assignment and Assumption) and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption.

“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate appearing on the LIBOR01 Page (or other applicable page for an applicable currency) published by Reuters (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by CBNA from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars or the applicable Alternative Currency, as applicable, in the London interbank market) (the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars or the applicable Alternative Currency with a maturity comparable to such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”), the LIBOR Rate shall be the Interpolated Rate; providedfurther that if the LIBO Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“LIBO Rate Discontinuance Event” shall mean any of the following:

(a)    an interest rate is not ascertainable pursuant to the provisions of the definition of “LIBO Rate” and the inability to ascertain such rate is unlikely to be temporary;

(b)    the regulatory supervisor for the administrator of the LIBO Screen Rate, the central bank for the currency of the LIBO Rate, an insolvency official with jurisdiction over the administrator for

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the LIBO Rate, a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Rate, has made a public statement, or published information, stating that the administrator of the LIBO Rate has ceased or will cease to provide the LIBO Rate permanently or indefinitely on a specific date, provided that, at that time, there is no successor administrator that will continue to provide the LIBO Rate; or

(c)    the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Rate or the LIBO Screen Rate shall no longer be made available, or used for determining the interest rate of loans; provided that, at that time, there is no successor administrator that will continue to provide the LIBO Rate (the date of determination or such specific date in the foregoing clauses (a)-(c), the “Scheduled Unavailability Date”).

“LIBO Rate Discontinuance Event Time” shall mean, with respect to any LIBO Rate Discontinuance Event, (i) in the case of an event under clause (a) of such definition, the Business Day immediately following the date of determination that such interest rate is not ascertainable and such result is unlikely to be temporary and (ii) for purposes of an event under clause (b) or (c) of such definition, on the date on which the LIBO Rate ceases to be provided by the administrator of the LIBO Rate or is not permitted to be used or if such statement or information is of a prospective cessation or prohibition, the 90th day prior to the date of such cessation or prohibition (or if such prospective cessation or prohibition is fewer than 90 days later, the date of such statement or announcement).

“LIBO Rate Replacement Date” shall mean, in respect of any eurodollar borrowing, upon the occurrence of a LIBO Rate Discontinuance Event, the next interest reset date after the relevant amendment in connection therewith becomes effective (unless an alternative date is specified) and all subsequent interest reset dates for which the LIBO Rate would have had to be determined.

“LIBO Screen Rate” shall have the meaning assigned to such term in the definition of “LIBO Rate.”

“Lien” shall mean any mortgage, lien, pledge, encumbrance, charge or security interest.

“Loan Documents” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination and each promissory note held by a Lender pursuant to Section 2.9(e).

“Loans” shall mean the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“Margin Regulations” shall mean Regulations  T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Material Adverse Effect” shall mean a material adverse effect on the business, results of operations, properties or financial condition of the Company and its consolidated Subsidiaries, taken as a whole, excluding changes or effects in connection with specific events applicable to the Company and/or its Subsidiaries as disclosed in any annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K filed subsequent to December 31, 2011 and prior to the Effective Date.

“Material Debt” shall mean any Debt of the Company contemplated by clauses (i) and (ii) of the definition thereof, in each case, under any revolving or term loan credit facility or any Capital Markets Debt, in each case, in an aggregate committed or principal amount in excess of $1,000,000,000.

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For the avoidance of doubt, Material Debt shall exclude any intercompany Debt and any obligations in respect of interest rate caps, collars, exchanges, swaps or other similar agreements.

“Maturity” when used with respect to any Security, shall mean the date on which the principal of such Security becomes due and payable as provided therein or in the Indenture, whether on a Repayment Date, at the Stated Maturity thereof or by declaration of acceleration, call for redemption or otherwise.

“Maturity Date” shall mean July 30, 2017, subject to extension pursuant to Section 2.5.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor thereto.

“New Lending Office” shall have the meaning assigned to such term in Section 2.16(g).

“Non‑U.S. Lender” shall have the meaning assigned to such term in Section 2.16(g).

“NYFRB” shall mean the Federal Reserve Bank of New York.

“NYFRB Rate” shall mean, on any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided, that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such date received by the Paying Agent from a Federal funds broker of recognized standing selected by it; providedfurther, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” shall mean the due and punctual payment of (i) the principal of and interest on any Loans made by the Lenders to the Borrowers (including, for the avoidance of doubt, the Borrowing Subsidiary Obligations) pursuant to this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities (including, without limitation, the obligations described in Section 2.16. and Section 2.19.) of the Borrowers to the Lenders under this Agreement and the other Loan Documents.

“Original Issue Discount Security” shall mean (i) any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof, and (ii) any other Security deemed an Original Issue Discount Security for United States Federal income tax purposes.

“Overnight Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant Register” shall have the meaning assigned to such term in Section 8.4(f).

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“Participating Member State” means a member of the European Communities that adopts or has adopted the Euro as its currency in accordance with EMU Legislation.

“Patriot Act” shall have the meaning assigned to such term in Section 8.18.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Person” shall mean any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Code that is maintained by the Company or any ERISA Affiliate for current or former employees, or any beneficiary thereof.

“Plan Asset Regulations” shall mean 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Platform” shall have the meaning assigned to such term in Section 8.1(b)

“Protesting Lender” shall have the meaning assigned to such term in Section 2.19.

“Rating Agencies” shall mean Moody’s and S&P.

“Ratings” shall mean the ratings from time to time established by the Rating Agencies for senior, unsecured, non-credit-enhanced long-term debt of the Company.

“Register” shall have the meaning given such term in Section 8.4(d).

“Relevant Governmental Sponsor” means any central bank, reserve bank, monetary authority or similar institution (including any committee or working group sponsored thereby) which shall have selected, endorsed or recommended a replacement rate, including relevant additional spreads or other adjustments, for the LIBO Rate.

“Repayment Date”, when used with respect to any Security to be repaid, shall mean the date fixed for such repayment pursuant to such Security.

“Required Lenders” shall mean, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VI, and for all purposes after the Loans become due and payable pursuant to Article VI or the Commitments shall have expired or terminated, the Competitive Loan Exposures of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders.

“Restricted Property” shall mean (i) any manufacturing facility, or portion thereof, owned or leased by the Company or any Subsidiary and located within the continental United States of America

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which, in the opinion of the Board of Directors of the Company, is of material importance to the business of the Company and its Subsidiaries taken as a whole, but no such manufacturing facility, or portion thereof, shall be deemed of material importance if its gross book value (before deducting accumulated depreciation) is less than 2% of Consolidated Net Tangible Assets, and (ii) any shares of capital stock or indebtedness of any Subsidiary owning any such manufacturing facility. As used in this definition, “manufacturing facility” means property, plant and equipment used for actual manufacturing and for activities directly related to manufacturing, and it excludes sales offices, research facilities and facilities used only for warehousing, distribution or general administration.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate outstanding principal amount of such Lender’s Revolving Loans at such time.

“Revolving Loan” shall mean a Loan made pursuant to Section 2.3.

“Sale and Leaseback Transaction” shall mean any arrangement with any Person pursuant to which the Company or any Subsidiary leases any Restricted Property that has been or is to be sold or transferred by the Company or the Subsidiary to such Person to the extent such property constituted Restricted Property at the time leased, other than (i) temporary leases for a term, including renewals at the option of the lessee, of not more than three years, (ii) transactions between the Company and a Subsidiary or between Subsidiaries, (iii) leases of Restricted Property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation, of such Restricted Property, and (iv) arrangements pursuant to any provision of law with an effect similar to that under former Section 168(f)(8) of the Internal Revenue Code of 1954.

“Sanctions” shall have the meaning assigned to such term in Section 3.14.

“S&P” shall mean Standard & Poor’s Ratings GroupFinancial Services LLC or any successor thereto.

“SEC” shall mean the Securities and Exchange Commission.

“Security” or “Securities” shall mean any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, of any series authenticated and delivered from time to time under the Indenture.

“Specified Revolving Credit Agreements” shall mean (i) the 364-Day Revolving Credit Facility Agreement dated as of January 25, 2019 by and among the Company, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time), (ii) the Five Year Competitive Advance and Revolving Credit Facility Agreement dated as of September 29, 2011 among the Company, the Lenders named therein, Citibank, N.A. and JPMorgan Chase Bank, N.A., as Administrative Agents, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time) and (iii) the Three Year Revolving Credit Facility Agreement dated as of January 25, 2019 among the Company, the Lenders named therein, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time).

“Standard North American Credit Default Swap” shall mean a single-name credit default swap that has the substantive terms and conditions set forth in the International Swaps and Derivatives

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Association, Inc.'s (“ISDA”) template Confirmation for use with the Credit Derivatives Physical Settlement Matrix (version 19 – May 29, 2012, as such template may from time to time be amended, supplemented or otherwise modified by ISDA) for the Transaction Type “STANDARD NORTH AMERICAN CORPORATE”.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, shall mean the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Sterling” shall mean the lawful currency of the United Kingdom.

“Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, (i) for purposes of Sections 5.10 and 5.11 only, any Person the majority of the outstanding Voting Stock of which is owned, directly or indirectly, by the parent or one or more subsidiaries of the parent of such Person and (ii) for all other purposes under this Agreement, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. References herein to “Subsidiary” shall mean a Subsidiary of the Company.

“Swiss Franc” shall mean the lawful currency of Switzerland.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and all liabilities with respect thereto.

“Term Loan Credit Agreement” shall mean the Term Loan Credit Agreement dated as of January 18, 2019 by and among the Company, the Lenders named therein, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the other Agents party thereto from time to time (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time), and as contemplated by the Permanent Financing Commitment Letter (as may be amended, restated, amended and restated, supplemented, modified or replaced from time to time).

“Transactions” means the execution and delivery by the Borrowers of this Agreement (or, in the case of the Borrowing Subsidiaries, the Borrowing Subsidiary Agreements), the performance by the Borrowers of this Agreement, the borrowing of the Loans and the use of the proceeds thereof.

“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the LIBO Rate, the Alternate Base Rate and the Fixed Rate.

“Value” shall mean, with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or extension options contained in the lease, discounted at the weighted average interest rate on the Securities of all series (including the effective interest rate on any Original Issue Discount Securities) which are outstanding on the effective

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change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.5.    Other Interpretive Provisions. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

SECTION 1.6.    LIBO Screen Rate Discontinuation. If at any time (i) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) or (ii) the Company or Required Lenders notify the Administrative Agent in writing (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined that a LIBO Rate Discontinuance Event has occurred,then, at or promptly after the LIBO Rate Discontinuance Event Time, the Administrative Agent and the Company shall endeavor to establish an alternate benchmark rate to replace the LIBO Rate under this Agreement, together with any spread or adjustment to be applied to such alternate benchmark rate to account for the effects of transition from the LIBO Rate to such alternate benchmark rate, giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States (including the application of a spread and the making of other appropriate adjustments to such alternate benchmark rate and this Agreement to account for the effects of transition from the LIBO Rate to such replacement benchmark, including any changes necessary to reflect the available interest periods and timing for determining such alternate benchmark rate) at such time and any recommendations (if any) therefor by a Relevant Governmental Sponsor, provided that any such alternate benchmark rate and adjustments shall be required to be commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion) (any such rate, the “Successor LIBO Rate”).

After such determination that a LIBO Rate Discontinuance Event has occurred, promptly following the LIBO Rate Discontinuance Event Time, the Administrative Agent and the Company shall enter into an amendment to this Agreement to reflect such Successor LIBO Rate and such other related changes to this Agreement as may be necessary or appropriate, as the Administrative Agent may determine in good faith (which determination shall be conclusive absent manifest error) with the Company’s consent, to implement and give effect to the Successor LIBO Rate under this Agreement on the LIBO Rate Replacement Date and, notwithstanding anything to the contrary in Section 1.6. or Section 8.7., such amendment shall become effective for each Tranche of Loans and Lenders without any further action or consent of any other party to this Agreement on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment; provided, that if a Successor LIBO Rate has not been established pursuant to the foregoing, at the option of the Company, the Company and the Required Lenders may select a different Successor LIBO Rate that is commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion) and, upon not less than 15 Business Days’ prior written notice to the Administrative Agent, the Administrative Agent, such Required Lenders and the Company shall enter into an amendment to this Agreement to reflect such Successor LIBO Rate and such other related changes to this Agreement as may be applicable and, notwithstanding anything to the contrary in this SECTION 1.6. or SECTION 8.7., such amendment shall become effective without any further action or consent of any other party to this

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Agreement; provided, further, that if no Successor LIBO Rate has been determined pursuant to the foregoing and a Scheduled Unavailability Date (as defined in the definition of LIBO Discontinuance Event) has occurred, the Administrative Agent will promptly so notify the Company and each Lender and thereafter, until such Successor LIBO Rate has been determined pursuant to this paragraph, (i) any Borrowing Request, the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii) all outstanding Eurocurrency Borrowings shall be converted to an ABR Borrowing until a Successor LIBO Rate has been chosen pursuant to this paragraph. Notwithstanding anything else herein, any definition of Successor LIBO Rate shall provide that in no event shall such Successor LIBO Rate be less than zero for purposes of this Agreement.

ARTICLE II

The Credits

SECTION 2.1.    Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Company and any Borrowing Subsidiary from time to time during the Availability Period in Dollars, Sterling, Euros, Swiss Francs, Yen or any other Alternative Currency in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company and each applicable Borrowing Subsidiary may borrow, prepay and reborrow Revolving Loans.

SECTION 2.2.    Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.4. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)    Subject to Section 2.13, (i) each Revolving Borrowing shall be comprised entirely of ABR Loans (which shall be denominated in Dollars) or Eurocurrency Loans as the Company (on its own behalf or on behalf of any other applicable Borrower) may request in accordance herewith, and (ii) each Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the Company (on its own behalf or on behalf of any other Borrower) may request in accordance herewith. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)    At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 (or the Dollar Equivalent thereof in the case of Loans denominated in an Alternative Currency) and not less than $10,000,000 (or the Dollar Equivalent thereof in the case of Loans denominated in an Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. ABR Loans shall be denominated only in Dollars. Each Competitive Borrowing denominated in Dollars shall be in an aggregate amount that is an integral multiple of

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it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations(including in the case of any Borrowing Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation the delivery of a Beneficial Ownership Certificate with respect to such Borrowing Subsidiary).

If the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender unable to lend to such Borrowing Subsidiary due to applicable law or regulation may, with prior written notice to the Administrative Agents and the Company, fulfill its Commitment by causing an Affiliate of such Lender organized in the same jurisdiction as such Subsidiary or another foreign jurisdiction agreed to by such Lender and the Company, to act as the Lender in respect of such Borrowing Subsidiary, and such Lender shall, to the extent of Loans made to such Borrowing Subsidiary, be deemed for all purposes hereof to have satisfied its Commitment hereunder in respect of such Borrowing Subsidiary.

As soon as practicable after receiving notice from the Company or the Administrative Agents of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary, and in any event no later than five Business Days after the delivery of such notice, for a Borrowing Subsidiary that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Subsidiary directly or through an Affiliate of such Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company and the Administrative Agents in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such Borrowing Subsidiary shall have the right to borrow hereunder, either (A) notify the Administrative Agents and such Protesting Lender that the Commitment of such Protesting Lender shall be terminated and replaced with the Commitments of one or more other Lenders or assignees which agree to provide such replacement Commitments (in each case selected by the Company and approved by CBNA, such approval not to be unreasonably withheld); provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee(s) (to the extent of such outstanding principal and accrued interest and fees) or the Company or the relevant Borrowing Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary as a “Borrowing Subsidiary” hereunder.

SECTION 2.20.    Prepayments Required Due to Currency Fluctuation.

(a)    Not later than 1:00 P.M., New York City time, on the last Business Day of each fiscal quarter or at such other time as is reasonably determined by CBNA (the “Calculation Time”), CBNA shall determine the Dollar Equivalent of the aggregate Revolving Credit Exposures and the aggregate Competitive Loans as of such date.

(b)    If at the Calculation Time, the Dollar Equivalent of the aggregate Revolving Credit Exposure and the aggregate Competitive Loans exceeds the Commitment by 5% or more, then within five Business Days after notice thereof to the Borrower from CBNA, the Borrower shall prepay Revolving Loans (or cause any Borrowing Subsidiary to make such prepayment) in an aggregate principal amount at least equal to the lesser of (i) such excess and (ii) the aggregate principal amount of Revolving Loans. Nothing set forth in this Section 2.20(b) shall be construed to require CBNA to calculate compliance under this Section 2.20(b) other than at the times set forth in Section 2.20(a).

SECTION 2.21.    Defaulting Lenders

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controlled by Persons that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State, the United Nations Security Council, the European Union, any European member state or Her Majesty’s Treasury (collectively, “Sanctions”), or (ii) located, organized or resident in a country, region or territory that is, or whose government is, the target of Sanctions (currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria). Except as disclosed in the 10-K filed as of February 2, 2017 by the Company, the Company and its Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Company, agents are in compliance in all material respects with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption laws (“Anti-Corruption Laws”). To the Company’s knowledge, noneNone of the Company or any of its Subsidiaries, nor any director or officer thereof, nor, to the knowledge of the Company, any employee or Affiliate of the Company or any of its Subsidiaries: (i) is in violation of any Anti-Money Laundering Laws, (ii) is under any investigation by any Governmental Authority with respect to any Anti-Money Laundering Laws, (iii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iv) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws, in each case, that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable Sanctions and Anti-Money Laundering Laws.

ARTICLE IV

Conditions

SECTION 4.1.    Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.7):

(a)    CBNA (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to CBNA (which may include email or telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)    CBNA shall have received a favorable written opinion (addressed to the Administrative Agents and the Lenders and dated the Effective Date) of Katherine R. Kelly, Esq., Vice President, Assistant General Counsel and Assistant Corporate Secretary of the Company, to the effect set forth in Exhibit C. The Company hereby requests such counsel to deliver such opinion.

(c)    CBNA shall have received such customary documents and certificates as CBNA or its counsel may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the Transactions and any other legal matters relating to the Company, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agents and their counsel.

(d)    CBNA shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.2.

(e)    The Administrative Agents shall have received all fees and other amounts earned, due and payable on or prior to the Effective Date, including, to the extent invoiced not less than two

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authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws.

SECTION 5.15.    Guaranties.

(a)    The payment and performance of the Obligations of the Company shall at all times be guaranteed by each direct and indirect existing or future Domestic Subsidiary that guarantees the Company’s obligations under the Term Loan Credit Agreement, the Company’s obligations under the Specified Revolving Credit Agreements or the Company’s obligations under any other Material Debt (excluding any such guarantee existing prior to January 2, 2019) pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Administrative Agent and which shall be substantially consistent with the guaranty set forth in Section 8.16., as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and each such Subsidiary executing and delivering a Guaranty, a “Guarantor” and collectively the “Guarantors”).

(b)    In the event any Domestic Subsidiary is required pursuant to the terms of Section 5.15. (a) above to become a Guarantor hereunder, the Company shall cause such Domestic Subsidiary to execute and deliver to the Administrative Agent a Guaranty and the Company shall also deliver to the Administrative Agent, or cause such Domestic Subsidiary to deliver to the Administrative Agent, at the Company’s cost and expense, such other documents, certificates and opinions of the type delivered on the Effective Date pursuant to Sections 4.1. (b) and (c) to the extent reasonably required by the Administrative Agent in connection therewith.

A Guarantor, upon delivery of written notice to the Administrative Agent by a Financial Officer or other authorized officer of the Company certifying that, after giving effect to any substantially concurrent transactions, including any repayment of Debt, release of a guaranty or any sale or other disposition, either: (i) such Guarantor does not guarantee the obligations of the Company (1) under the Specified Revolving Credit Agreements, (2) under the Term Loan Credit Agreement or (3) under any other Material Debt of the Company or (ii) such Guarantor is no longer a Domestic Subsidiary of the Company as a result of a transaction not prohibited hereunder, shall be automatically released from its obligations (including its Guaranty) hereunder without further required action by any Person. The Administrative Agent, at the Company’s expense, shall execute and deliver to the Company or the applicable Guarantor any documents or instruments as the Company or such Guarantor may reasonably request to evidence the release of such Guaranty.

ARTICLE VI

Events of Default

In case of the happening of any of the following events (each an “Event of Default”):

(a)    any representation or warranty made or deemed made in or in connection with the execution and delivery of this Agreement or the Borrowings hereunder or under any Borrowing Subsidiary Agreement shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(b)    default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

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(c)    default shall be made in the payment of any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (b) above) due hereunder, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

(d)    default shall be made in the due observance or performance of any covenant, condition or agreement contained in (i) Section 5.1 (solely with respect to the corporate existence of the Borrower (which shall, for the avoidance of doubt, not include the failure to remain in good standing under the laws of the jurisdiction of its organization)), (ii) Section 5.6 and such default shall continue unremedied for a period of five Business Days after actual knowledge thereof by a Financial Officer, or (iii) Section 5.10, 5.11, 5.12, 5.13 or 5.14;

(e)    default shall be made in the due observance or performance of any covenant, condition or agreement contained herein (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after notice thereof from any Administrative Agent or any Lender to the Company;

(f)    the Company or any Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect of one or more items of Debt in an aggregate principal amount greater than or equal to $100,000,000200,000,000, when and as the same shall become due and payable (giving effect to any applicable grace period), or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Debt if the effect of any failure referred to in this clause (ii) is to cause such Debt to become due prior to its stated maturity;

(g)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any Borrowing Subsidiary, or of a substantial part of the property or assets of the Company or any Borrowing Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Borrowing Subsidiary or for a substantial part of the property or assets of the Company or any Borrowing Subsidiary or (iii) the winding up or liquidation of the Company or any Borrowing Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)    the Company or any Borrowing Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Borrowing Subsidiary or for a substantial part of the property or assets of the Company or any Borrowing Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; or

(i)    one or more judgments for the payment of money in an aggregate amount equal to or greater than $100,000,000200,000,000 (exclusive of any amount thereof covered by insurance) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain

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undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed (for this purpose, a judgment shall be effectively stayed during a period when it is not yet due and payable), or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company or any Subsidiary to enforce any such judgment;

(j)    (i) a Plan of the Company or any Borrowing Subsidiary shall fail to maintain the minimum funding standard required by Section 412 of the Code for any plan year or a waiver of such standard is sought or granted under Section 412(c) of the Code, or (ii) an ERISA Termination Event shall have occurred or (iii) the Company or any Borrowing Subsidiary or an ERISA Affiliate has incurred or is reasonably likely to incur a liability to or on account of a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA, or (iv) the Company or any Borrowing Subsidiary or any ERISA Affiliate shall engage in any prohibited transaction described in Sections 406 of ERISA or 4975 of the Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the United States Department of Labor, or (v) the Company or any Borrowing Subsidiary or any ERISA Affiliate shall fail to pay any required installment or any other payment required to be paid by such entity under Section 412 or 430 of the Code on or before the due date for such installment or other payment, or (vi) the Company or any Borrowing Subsidiary or any ERISA Affiliate shall fail to make any contribution or payment to any Multiemployer Plan which the Company or any Borrowing Subsidiary or any ERISA Affiliate is required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto, and there shall result from any such event or events set forth in clauses (i) through (vi) of this paragraph either a liability or a material risk of incurring a liability to the PBGC, a Plan or a Multiemployer Plan which liability will have a Material Adverse Effect;

(k)    a Change in Control shall occur; or

(l)    any Guaranty, at any time while a Borrowing Subsidiary Agreement is in effect, the guarantee in Section 8.16 shall cease to be, or shall be asserted by the Company not to be, a valid and binding obligation on the part of the Company;after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent obligations that survive the termination of this Agreement), ceases to be in full force and effect; or the Company or any Guarantor contests in writing the validity or enforceability of any Guaranty;

then, and in every such event (other than an event with respect to the Company described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, CBNA, at the request of the Required Lenders, shall, by notice to the Company or any Borrowing Subsidiary (which notice to a Borrowing Subsidiary may be given to the Company), take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Company or any Borrowing Subsidiary accrued hereunder, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived anything contained herein to the contrary notwithstanding; and, in any event with respect to the Company described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Company and the Borrowing Subsidiaries accrued hereunder shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived anything contained herein to the contrary notwithstanding.

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Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent.

Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents as determined by a final and nonappealable decision of a court of competent jurisdiction.

Each Lender acknowledges that it has, independently and without reliance upon any Administrative Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Administrative Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agents hereunder, the Administrative Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Company or any Borrowing Subsidiary or any affiliate of the Company or any Borrowing Subsidiary that may come into the possession of the Administrative Agents or any of its officers, directors, employees, agents, advisors, attorneys in fact or affiliates.

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agents and their Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

(a)    such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans or the Commitments;

(b)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions

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involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable and the conditions are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;

(c)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or

(d)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agents, in their sole discretion, and such Lender.

In addition, unless sub-clause (i) in the immediately preceding paragraph is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding paragraph, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that none of the Administrative Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agents under this Agreement, any Loan Document or any documents related to hereto or thereto).

The Administrative Agents hereby inform the Lenders that such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

The Lenders irrevocably authorize and direct the release of any Guarantor from its obligations under its Guaranty automatically as set forth in Section 5.15. (c) and authorize and direct the Administrative Agents to, at the Company’s expense, execute and deliver to the applicable Guarantor such documents or instruments as the Company or such Guarantor may reasonably request to evidence the release of such Guaranty.

EX-10.E

EXHIBIT 10e

Privileged and Confidential

June 4, 2019

Dr. Thomas Lynch

Re:    Letter Agreement

Dear Dr. Lynch:

This Letter Agreement (this “Agreement”) confirms our agreement regarding your continued employment and the separation of your service with Bristol Myers Squibb, Inc. (the “Company”).

1.Separation.

a. General. You agree to continue your employment with the Company until no later than October 1, 2019, it being understood and agreed that you may elect to terminate your employment earlier, on or after the closing of the merger (the “Closing”) pursuant to the Agreement and Plan of Merger dated as of January 2, 2019 among the Company, Burgundy Merger Sub, Inc. and Celgene Corporation (“Celgene,” and such agreement, the “Merger Agreement”) (such applicable date, the “Separation Date”). Between the date hereof and the Separation Date, you acknowledge that the Company may reduce or eliminate some or all of your duties, authorities and responsibilities (but not your current salary grade) in such manner and at such time as it reasonably determines to be appropriate in its sole discretion without breach of any agreement or constituting “Good Reason” under the Company’s Senior Executive Severance Plan (the “Severance Plan”). Other than during periods of vacation or leave, you will timely perform your duties (as currently in effect but as may be reduced pursuant to the foregoing) at such locations as substantially consistent with past practice, as reasonably requested by the Company between the date hereof and the Separation Date and use your reasonable best efforts to facilitate the transition of your job responsibilities to your successor(s). You will resign, and you hereby do resign, all of your positions at the Company and its affiliates effective as of the Separation Date, and you will execute such additional documents as reasonably requested by the Company to evidence the foregoing.

b. Compensation/Benefits. Until the Separation Date, you will continue to be (i) paid your current base salary, (ii) eligible for a 2019 annual bonus, (iii) eligible to vest in your outstanding equity awards and benefit plan contributions, and (iv) eligible to participate in and accrue benefits under the Company’s benefit programs made available to senior executives and that you participate in on the date hereof (including, without limitation, those with your salary grade). The Separation Date will be the termination date of your employment for purposes of active participation in and coverage under all benefit plans and programs sponsored by or through the Company or its affiliates, except as otherwise required by applicable law, applicable benefit plans, or the Severance Plan.

c. Termination Benefits. Your employment termination on the Separation Date will be considered to be a Company termination without (i.e., not for) “Cause,” for purposes of the Severance Plan and for purposes of outstanding equity awards held by you. In addition, and in accordance with the BMS Annual Bonus Plan, if the Separation Date occurs on or after September 30, 2019 and before December 31, 2019, you will receive a pro rata portion (based on the percentage of 2019 occurring before the Separation Date) of the annual bonus (the “Pro Rata Bonus”) you would otherwise have earned if your employment had not terminated and assuming an individual performance factor equal to one

hundred percent (100%). The Pro Rata Bonus will be paid in unrestricted cash at the time bonuses are paid to other participants in the Company’s Bonus Plan in all cases not later than March 15, 2020. The obligation of the Company to pay severance and provide you benefits under the Severance Plan shall be and is expressly conditioned upon you complying with all obligations of the Severance Plan, including executing and not revoking the release customarily used under the Severance Plan.

2.Consulting Services. For a one-year period following the Separation Date (the “Consulting Period”), you agree to make yourself reasonably available to provide transition services reasonably requested by the Company (the “Consulting Services”). If requested by the Company, you agree to provide the Consulting Services through a limited liability company (or other similar entity) that you form and maintain at your own cost. The parties agree that the Consulting Services shall not restrict you from providing services to other entities or individuals, subject in all instances to your obligations under the Restrictive Covenants. The parties expect that any such services can be performed at the location of your choosing, but you agree to perform such services at Company locations if reasonably requested by the Company and to the extent reasonably determined necessary for business needs. In connection with any such Consulting Services you will be promptly reimbursed for any expenses reasonably incurred in connection therewith, consistent with past practice and Company expense substantiation policies; provided you will be required to obtain pre-approval of any expense over $250. The parties will cooperate in good faith to schedule any such services taking into account your personal and professional schedule. As of the end of each calendar month during the Consulting Term, the Company will pay you a monthly fee of $83,333 (pro rated for partial months), with a final true-up payment to be made promptly after the end of the Consulting Period. To the extent permitted by law, the consulting fee will not be subject to withholding. The Company may terminate the Consulting Period only if (i) you continue to not substantially perform the Consulting Services after written notice from the Company requesting such performance or (ii) upon your material breach of any Restrictive Covenants (as defined below) which has not been cured (to the extent reasonably curable) within ten (10) days following written notice of such material breach which describes in reasonable detail such purported material breach. The parties intend for the cessation of service on the Separation Date to be a “separation from service” for Section 409A purposes, and the Consulting Services shall not exceed 20 hours per month.

3.Mutual Release. In exchange for the mutual promises set forth in this Agreement, (a) you, on behalf of yourself and your affiliates, hereby irrevocably and unconditionally release and forever discharge the Company, together with its parents, subsidiaries, affiliates, partners, joint venturers, predecessor and successor corporations and business entities, past, present and future, directors, officers, employees, representatives, attorneys, assigns, employee benefit plans (and the trustees or other individuals affiliated with such plans) and other representatives, and anyone acting on their joint or several behalf, past, present, and future of and from any and all claims, complaints, demands, costs, expenses, grievances, obligations, liabilities, actions and causes of action of whatever kind and character in law or in equity (collectively, “Claims”), whether known or unknown, from the beginning of time through the date upon which the parties’ execute this Agreement, and whether such Claims are accrued or contingent and (b) the Company expressly waives and releases any and all claims against you that may be waived and released by law with the exception of claims arising out of or attributable to (i) events, acts, or omissions taking place after the parties’ execute this Agreement, (ii) your commission of fraud; or (iii) your criminal activities or misconduct related to and during your employment with the Company that are not known to the Company’s Chief Executive Officer at the time the parties’ execute this Agreement; provided that, for the avoidance of doubt, (A) poor performance of your duties or responsibilities shall not, by itself, be considered to be “misconduct” for the purposes of this provision and (B) the Chief Executive Officer is not aware of any such fraud, activities or misconduct as of the date of execution of this Agreement by the Company. Nothing in this Agreement or the release under the Severance Plan will or does release claims for (1) accrued base salary or consulting fees, (2) accrued employee benefits, (3) claims for indemnity or D&O coverage or (4) rights to continue to hold vested equity securities of the Company.

4.Nondisparagement. During the remainder of your service and thereafter, you agree not to make negative comments or otherwise disparage (whether orally or in writing) the Company or its directors, officers, board members, executives, agents, products or services. During the remainder of your service and thereafter, the Company

2

agrees that it will not make, and that it will direct its board members and named executive officers to refrain from making, negative comments about you or otherwise disparaging you (whether orally or in writing). The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), or statements made in performing duties or responsibilities for the Company or truthful statement made to rebut communications by the other party.

5.Restrictive Covenants. You hereby (a) reaffirm the terms and your obligations under the Employee Confidential Information and Noncompetition Agreement and the Mutual Arbitration Agreement dated as of March 3, 2017 (the “Restrictive Covenants”), and (b) understand, acknowledge and agree that the Restrictive Covenants will survive the termination of your employment with the Company and remain in full force and effect in accordance with all of the terms and conditions thereof.

6.At-will Employment. This Agreement is not an employment contract and nothing included in it is intended to offer or imply employment for a fixed period of time. Your employment with the Company is at-will. As a result, either party can terminate the employment relationship at any time, for any reason, or no reason, with or without notice. If the Company terminates you for “Cause” (as defined in the Severance Plan) before the Separation Date, you will not be eligible for the payments or benefits set forth in or described in this Agreement (other than accrued but unpaid base salary, accrued but unpaid expenses, and vested employee benefits through such termination), and this Agreement will be void ab initio.

7.Governing Law; Jurisdiction. This Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of New Jersey, without regard to the choice of law rules thereof.

8.Entire Agreement. This Agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof, whether written or oral, including, without limitation, that certain offer letter, by and between you and the Company, dated as of March 3, 2017, except for the Restrictive Covenants, which shall continue in effect in accordance with their terms. The parties represent that, in executing this Agreement, neither party has relied upon any representation or statement made by the other party, other than those set forth in this Agreement, with regard to the subject matter, basis, or effect of this Agreement. This Agreement may be amended or modified only by a written instrument executed by you and an authorized representative of the Company. Notwithstanding anything herein to the contrary, nothing herein shall supersede your rights under the Severance Plan.

9.Fees. The Company will pay Stroock & Stroock & Lavan LLP’s fees incurred in connection with the analysis and negotiation of this Agreement, within ten (10) days following receipt of an invoice for services, which fees will not exceed $40,000.

10.Mitigation; Offset. No amounts or benefits described herein are subject to mitigation, and none may be offset by the Company.

11.Code Section 409A. The parties acknowledge and agree that, prior to the date of this Agreement, you had no legally binding right to payment in respect of the Consulting Services, and that each such payment is a separate and distinct payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, including, without limitation, from those under the Severance Plan.

12.Prevailing Party; Damages. Notwithstanding any agreement to the contrary, the parties agree that (i) in the event either party breaches this Agreement, the arbiter of any claims or dispute may award the prevailing party (as it reasonably determines in good faith) payment by the non-prevailing party of the attorneys’ fees and costs reasonably

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incurred by such prevailing party, and (ii) the arbiter shall not assess consequential, special, punitive, incidental, indirect or like damages for any breach of this Agreement.

13.Miscellaneous. This Agreement may be executed in identical counterparts, which together shall constitute a single agreement. Facsimile, .pdf and other true and correct photostatic copies of this Agreement shall have the same force and effect as originals thereof. Headings are used solely for convenience. This Agreement shall be binding on and inure to the benefit of your and the Company’s successors, executors, heirs, and administrators. This Agreement shall not be assignable other than to a purchaser of all or substantially all of the Company’s assets. No waiver by either party hereto of any breach shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either party in exercising their rights and privileges hereunder operate as a waiver to preclude any other or future exercise thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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The below reflects our agreement as to the terms and conditions of your continued service and the termination of your engagement with the Company.

BRISTOL-MYERS SQUIBB, INC.
By:	/s/ Sandra Leung
Name: Sandra Leung
Title: EVP & General Counsel

The above terms and conditions accurately reflect our agreement regarding the terms and conditions of the termination of my engagement with the Company, and I hereby confirm my agreement to the same.

Dated:	June 4, 2019	/s/ Thomas Lynch
		Dr. Thomas Lynch

EX-31.A

EXHIBIT 31a

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Giovanni Caforio, certify that:

1. I have reviewed Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 25, 2019

/s/ Giovanni Caforio

Giovanni Caforio

Chairman of the Board and Chief Executive Officer

EX-31.B

EXHIBIT 31b

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Bancroft, certify that:

1. I have reviewed Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 25, 2019

/s/ Charles Bancroft

Charles Bancroft

Chief Financial Officer

EX-32.A

EXHIBIT 32a

Certification by the Chief Executive Officer Pursuant to 18 U. S. C. Section 1350, as

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, I, Giovanni Caforio, hereby certify that, to the best of my knowledge, Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the "Report"), as filed with the Securities and Exchange Commission on July 25, 2019, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bristol-Myers Squibb Company.

/s/ Giovanni Caforio

Giovanni Caforio

Chairman of the Board and Chief Executive Officer

July 25, 2019

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to Bristol-Myers Squibb Company and will be retained by Bristol-Myers Squibb Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.B

EXHIBIT 32b

Certification by the Chief Financial Officer Pursuant to 18 U. S. C. Section 1350, as

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, I, Charles Bancroft, hereby certify that, to the best of my knowledge, Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the "Report"), as filed with the Securities and Exchange Commission on July 25, 2019, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bristol-Myers Squibb Company.

/s/ Charles Bancroft

Charles Bancroft

Chief Financial Officer

July 25, 2019

This written statement is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to Bristol-Myers Squibb Company and will be retained by Bristol-Myers Squibb Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2019 shares
Document and Entity Information [Abstract]
Title of 12(b) Security	Common Stock, $0.10 Par Value
Trading Symbol	BMY
Security Exchange Name	NYSE
Entity Incorporation, State or Country Code	DE
Document Type	10-Q
Document Quarterly Report	true
Entity File Number	1-1136
Entity Registrant Name	BRISTOL MYERS SQUIBB CO
Entity Address, Address Line One	430 E. 29th Street, 14FL
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	546-4000
Entity Central Index Key	0000014272
Entity Tax Identification Number	22-0790350
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	1,635,766,530
Document Period End Date	Jun. 30, 2019
Document Transition Report	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	false

XML

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues	$ 6,273	$ 5,704	$ 12,193	$ 10,897
Cost of Goods and Services Sold	1,992	1,625	3,836	3,209
Selling, General and Administrative Expense	1,076	1,131	2,082	2,111
Research and Development Expense	1,328	2,435	2,679	3,685
Other Nonoperating Income (Expense)	101	(4)	(159)	(404)
Costs and Expenses	4,497	5,187	8,438	8,601
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest	1,776	517	3,755	2,296
Income Tax Expense (Benefit)	337	135	601	419
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	1,439	382	3,154	1,877
Net Income (Loss) Attributable to Noncontrolling Interest	7	9	12	18
Net Income (Loss) Attributable to Parent	$ 1,432	$ 373	$ 3,142	$ 1,859
Earnings Per Share, Basic	$ 0.88	$ 0.23	$ 1.92	$ 1.14
Earnings Per Share, Diluted	$ 0.87	$ 0.23	$ 1.92	$ 1.13
Sales Revenue, Net [Member]
Revenues	$ 6,031	$ 5,461	$ 11,744	$ 10,433
Alliance and other revenues [Member]
Revenues	$ 242	$ 243	$ 449	$ 464

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 1,439	$ 382	$ 3,154	$ 1,877
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(28)	85	(14)	66
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	39	43	88	172
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, after Tax	13	(7)	39	(33)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(1)	(221)	28	(216)
Other Comprehensive Income/(Loss)	23	(100)	141	(11)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	1,462	282	3,295	1,866
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	7	9	12	18
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 1,455	$ 273	$ 3,283	$ 1,848

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 28,404	$ 6,911
Marketable securities	953	1,973
Receivables	5,667	5,965
Inventories	1,308	1,195
Other assets, current	1,384	1,116
Total current assets	37,716	17,160
Property, plant and equipment	4,849	5,027
Goodwill	6,533	6,538
Other intangible assets	995	1,091
Deferred income taxes	1,442	1,371
Marketable securities	994	1,775
Other assets	2,634	2,024
Total Assets	55,163	34,986
Current Liabilities:
Short-term debt obligations	545	1,703
Accounts payable	2,005	1,892
Other liabilities, current	7,161	7,059
Total Current Liabilities	9,711	10,654
Accrued Income Taxes, Noncurrent	2,971	3,043
Other liabilities, noncurrent	1,897	1,516
Long-term debt	24,433	5,646
Total Liabilities	39,012	20,859
Bristol-Myers Squibb Company Shareholders' Equity:
Preferred stock	0	0
Common stock	221	221
Capital in excess of par value of stock	2,150	2,081
Accumulated other comprehensive loss	(2,621)	(2,762)
Retained earnings	35,870	34,065
Less cost of treasury stock	(19,571)	(19,574)
Total Bristol-Myers Squibb Company Shareholders' Equity	16,049	14,031
Stockholders' Equity Attributable to Noncontrolling Interest	102	96
Total Equity	16,151	14,127
Total Liabilities and Equity	$ 55,163	$ 34,986

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows From Operating Activities:
Net Earnings	$ 3,154	$ 1,877
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation, Depletion and Amortization	339	300
Deferred Income Tax Expense (Benefit)	(87)	(37)
Share-based Compensation	101	106
Impairment of Long-Lived Assets to be Disposed of	174	104
Pension settlements and amortization	126	104
Divestiture gains and royalties	(320)	(497)
Asset acquisition charge	25	85
Equity investment, gain (loss)	(246)	341
Other Noncash Income (Expense)	(14)	(27)
Increase (Decrease) in Other Operating Assets and Liabilities, Net [Abstract]
Increase (Decrease) in Receivables	307	112
Increase (Decrease) in Inventories	28	(122)
Increase (Decrease) in Accounts Payable	156	(101)
Increase Decrease In Other Deferred Revenue	9	92
Increase (Decrease) in Income Taxes Payable	(65)	216
Increase (Decrease) in Other Operating Assets and Liabilities, Net	(214)	(321)
Net Cash Provided by (Used in) Operating Activities	3,473	2,232
Cash Flows From Investing Activities:
Proceeds from Sale and Maturity of Debt Securities, Available-for-sale	2,288	1,080
Payments to Acquire Marketable Securities	(437)	(447)
Payments to Acquire Property, Plant, and Equipment	(395)	(437)
Divestiture and other proceeds	368	583
Payments to Acquire Businesses, Net of Cash Acquired	(49)	(1,170)
Net Cash Provided by (Used in) Investing Activities	1,775	(391)
Cash Flows From Financing Activities:
Proceeds from (Repayments of) Short-term Debt	84	(546)
Proceeds from Issuance of Long-term Debt	18,790	0
Repayments of Long-term Debt	(1,256)	(5)
Payments for Repurchase of Common Stock	0	(320)
Payments of Dividends	(1,340)	(1,307)
Proceeds from (Payments for) Other Financing Activities	(39)	(59)
Net Cash Provided by (Used in) Financing Activities	16,239	(2,237)
Effect of Exchange Rate on Cash and Cash Equivalents	6	(26)
Cash and Cash Equivalents, Period Increase (Decrease)	21,493	(422)
Cash and Cash Equivalents at Beginning of Period	6,911	5,421
Cash and Cash Equivalents at End of Period	$ 28,404	$ 4,999

XML

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS (Notes)

6 Months Ended

Jun. 30, 2019

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING STANDARDS [Abstract]

Basis of Presentation and Recently Issued Accounting Standards [Text Block]

Basis of Consolidation

Bristol-Myers Squibb Company prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position at June 30, 2019 and December 31, 2018, the results of operations for the three and six months ended June 30, 2019 and 2018, and cash flows for the six months ended June 30, 2019 and 2018. All intercompany balances and transactions have been eliminated. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Business Segment Information

The Company operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. The determination of a single segment is consistent with the financial information regularly reviewed by the chief executive officer for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue.”

Use of Estimates and Judgments

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining sales rebate and return accruals; legal contingencies; income taxes; and pension and postretirement benefits. Actual results may differ from estimates.

Reclassification

Certain prior period amounts were reclassified to conform to the current period presentation. Accrued liabilities, Deferred income and Income taxes payable previously presented separately in Total Current Liabilities in the consolidated balance sheets are now presented as Accrued and other current liabilities. Deferred income and Pension and other liabilities previously presented separately in Total Liabilities in the consolidated balance sheets are now presented as Other non-current liabilities.

Recently Adopted Accounting Standards

Leases

Amended guidance for lease accounting was adopted on January 1, 2019 using the modified retrospective method with the cumulative effect of the change recognized in retained earnings in the period of adoption. The new guidance requires an entity to recognize a right-of-use asset and a lease liability initially measured at the present value of future lease payments. The cumulative effect of the accounting change was not material. The Company elected the package of practical expedients upon adoption and will apply the practical expedient not to separate lease and non-lease components for new and modified leases commencing after adoption. In addition, the Company applied the short-term lease recognition exemption for leases with terms at inception not greater than 12 months. The amended guidance does not materially impact the Company’s results of operations other than recognition of the operating lease right-of-use asset and lease liability.

Goodwill Impairment Testing

Amended guidance that simplifies the recognition and measurement of a goodwill impairment loss by eliminating Step 2 of the quantitative goodwill impairment test was adopted prospectively in the first quarter of 2019. Under the amended guidance, a goodwill impairment loss is recognized for the amount by which the reporting units carrying amount, including goodwill, exceeds its fair value up to the amount of its allocated goodwill. The adoption of the amended guidance did not have an impact on the Company’s results of operations.

Recently Issued Accounting Standards Not Yet Adopted

Financial Instruments - Measurement of Credit Losses

In June 2016, the FASB issued amended guidance for the measurement of credit losses on financial instruments. Entities will be required to use a forward-looking estimated loss model. Available-for-sale debt security credit losses will be recognized as allowances rather than a reduction in amortized cost. The guidance is effective January 1, 2020 with early adoption permitted in 2019 on a modified retrospective approach. The amended guidance is not expected to materially impact the Company’s results of operations.

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REVENUE RECOGNITION Revenue Recognition (Notes)

6 Months Ended

Jun. 30, 2019

Revenue Recognition [Abstract]

Revenue from Contract with Customer [Text Block]

REVENUE

The following table summarizes the disaggregation of revenue by nature:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Net product sales	$	6,031	$	5,461	$	11,744	$	10,433
Alliance revenues	146		154		275		306
Other revenues	96		89		174		158
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897

The following table summarizes GTN adjustments:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Gross product sales	$	8,819		$	7,509		$	16,813		$	14,210
GTN adjustments(a)
Charge-backs and cash discounts	(890		)	(663		)	(1,664		)	(1,246		)
Medicaid and Medicare rebates	(1,090		)	(765		)	(1,890		)	(1,322		)
Other rebates, returns, discounts and adjustments	(808		)	(620		)	(1,515		)	(1,209		)
Total GTN adjustments	(2,788		)	(2,048		)	(5,069		)	(3,777		)
Net product sales	$	6,031		$	5,461		$	11,744		$	10,433

(a) Includes adjustments to provisions for product sales made in prior periods resulting from changes in estimates of $49 million and $127 million for the three and six months ended June 30, 2019 and $60 million and $110 million for the three and six months ended June 30, 2018, respectively.

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

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Prioritized Brands
Opdivo	$	1,823	$	1,627	$	3,624	$	3,138
Eliquis	2,042		1,650		3,967		3,156
Orencia	778		711		1,418		1,304
Sprycel	544		535		1,003		973
Yervoy	367		315		751		564
Empliciti	91		64		174		119
Established Brands
Baraclude	147		179		288		404
Other Brands	481		623		968		1,239
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897
United States	$	3,667	$	3,230	$	7,116	$	6,008
Europe	1,491		1,408		2,971		2,814
Rest of the World	988		923		1,862		1,796
Other(a)	127		143		244		279
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897

(a) Other revenues include royalties and alliance-related revenues for products not sold by the Company's regional commercial organizations.

Revenue recognized from performance obligations satisfied in prior periods was $117 million and $264 million for the three and six months ended June 30, 2019 and $150 million and $300 million for the three and six months ended June 30, 2018, respectively, consisting primarily of royalties for out-licensing arrangements and revised estimates for gross-to-net adjustments related to prior period sales. Contract assets were not material at June 30, 2019 and December 31, 2018.

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ALLIANCES

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Alliances [Text Block]

ALLIANCES

The Company enters into collaboration arrangements with third parties for the research, development, manufacturing and/or 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. The Company may either in-license intellectual property owned by the other party or out-license its intellectual property to the other party. These arrangements 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. The Company refers to these collaborations as alliances and its partners as alliance partners.

Selected financial information pertaining to the Company's alliances was as follows, including net product sales when the Company is the principal in the third-party customer sale for products subject to the alliance. Expenses summarized below do not include all amounts attributed to the activities for the products in the alliance, but only the payments between the alliance partners or the related amortization if the payments were deferred or capitalized.

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Revenues from alliances:
Net product sales	$	2,570		$	2,178		$	4,948		$	4,098
Alliance revenues	146			154			275			306
Total Revenues	$	2,716		$	2,332		$	5,223		$	4,404
Payments to/(from) alliance partners:
Cost of products sold	$	1,080		$	891		$	2,099		$	1,690
Marketing, selling and administrative	(32		)	(28		)	(60		)	(50		)
Research and development	7			1,057			21			1,062
Other income (net)	(16		)	(16		)	(30		)	(30		)

Selected Alliance Balance Sheet information:
Dollars in Millions	June 30, 2019		December 31, 2018
Receivables - from alliance partners	$	351	$	395
Accounts payable - to alliance partners	1,068		904
Deferred income from alliances(a)	469		491

(a) Includes unamortized upfront and milestone payments.

The nature and purpose, significant rights and obligations of the parties and specific accounting policy elections for each of the Company's significant alliances are discussed in the Company's 2018 Form 10-K. There were no significant developments and updates related to alliances during 2019.

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DIVESTITURES (Notes)

6 Months Ended

Jun. 30, 2019

Acquisitions and Divestitures [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS

Acquisitions

IFM

In the second quarter of 2019, a $25 million milestone was achieved and paid as additional contingent consideration following the commencement of a Phase I clinical study under the STING agonist program. The additional consideration was included in Research and development expense as the IFM acquisition in 2017 was accounted for as an asset acquisition.

Divestitures

The following table summarizes proceeds, gains or losses and royalty income resulting from divestitures. Revenue and pretax earnings related to all divestitures and assets held-for-sale were not material in all periods presented (excluding divestiture gains or losses).

	Three Months Ended June 30,
	Proceeds(a)				Divestiture Losses/(Gains)					Royalty Income
Dollars in Millions	2019		2018		2019		2018			2019			2018
Diabetes Business	$	164	$	155	$	—	$	—		$	(161	)	$	(165	)
Erbitux* Business	3		50		—		—			—			(50		)
Manufacturing Operations	1		1		—		—			—			—
Mature Brands and Other	2		2		8		(25		)	(1		)	(2		)
Total	$	170	$	208	$	8	$	(25	)	$	(162	)	$	(217	)

	Six Months Ended June 30,
	Proceeds(a)				Divestiture Losses/(Gains)					Royalty Income
Dollars in Millions	2019		2018		2019		2018			2019			2018
Diabetes Business	$	328	$	243	$	—	$	—		$	(326	)	$	(327	)
Erbitux* Business	8		109		—		—			—			(97		)
Manufacturing Operations	3		159		—		—			—			—
Mature Brands and Other	2		72		8		(70		)	(2		)	(3		)
Total	$	341	$	583	$	8	$	(70	)	$	(328	)	$	(427	)

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

Assets Held-For-Sale

UPSA Business

In 2018, the Company agreed to sell its UPSA consumer health business for approximately $1.6 billion. The transaction closed in July 2019 and will result in a gain of approximately $1.2 billion in the third quarter of 2019. Assets were reclassified to assets held-for-sale as of June 30, 2019 and December 31, 2018 and included within Prepaid expenses and other. Liabilities were reclassified to liabilities related to assets held-for-sale and included within Accrued and other current liabilities.

Manufacturing Operations

In the second quarter of 2019, the Company agreed to sell its manufacturing and packaging facility in Anagni, Italy to Catalent for approximately $50 million. The transaction is expected to close by the end of 2019 subject to regulatory approvals and the satisfaction of certain other customary closing conditions and will be accounted for as a sale of a business. Catalent will provide certain manufacturing and packaging services for the Company for a period of time subsequent to closing. The business was accounted for as held-for-sale and its assets were reduced to the estimated relative fair value resulting in a $109 million impairment charge that was included in Cost of products sold. Assets were reclassified to assets held-for-sale as of June 30, 2019 and included within Prepaid expenses and other. Liabilities were reclassified to liabilities related to assets held-for-sale and included within Accrued and other current liabilities.

The following table summarizes the net assets held-for-sale as of June 30, 2019 and December 31, 2018.

Dollars in Millions	June 30, 2019		December 31, 2018
Cash and cash equivalents	$	18	$	—
Receivables	40		79
Inventories	94		81
Property, plant and equipment	229		187
Goodwill	132		127
Other	23		5
Assets held-for-sale	$	536	$	479
Accounts payable	$	31	$	35
Accrued and other current liabilities	81		78
Deferred income taxes	26		25
Other liabilities	25		14
Liabilities related to assets held-for-sale	$	163	$	152
Net assets held-for-sale	$	373	$	327

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OTHER INCOME (NET)

6 Months Ended

Jun. 30, 2019

Other Nonoperating Income (Expense) [Abstract]

Other (Income)/Expense [Text Block]

OTHER INCOME (NET)

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Interest expense	$	123		$	45		$	168		$	91
Investment income	(119		)	(38		)	(175		)	(74		)
Equity investment (gains)/losses	(71		)	356			(246		)	341
Provision for restructuring	10			37			22			57
Acquisition expenses	303			—			468			—
Integration expenses	106			—			128			—
Litigation and other settlements	—			(1		)	1			(1		)
Equity in net income of affiliates	—			(27		)	—			(51		)
Divestiture losses/(gains)	8			(25		)	8			(70		)
Royalties and licensing income	(303		)	(353		)	(611		)	(720		)
Transition and other service fees	(2		)	(1		)	(4		)	(5		)
Pension and postretirement	26			(19		)	70			(30		)
Intangible asset impairment	15			—			15			64
Other	5			22			(3		)	(6		)
Other income (net)	$	101		$	(4	)	$	(159	)	$	(404	)

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RESTRUCTURING

6 Months Ended

Jun. 30, 2019

Restructuring Charges [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING

In October 2016, the Company announced a restructuring plan to evolve and streamline its operating model. The majority of the charges are expected to be incurred through 2020, range between $1.5 billion to $2.0 billion and consist of employee termination benefit costs, contract termination costs, plant and equipment accelerated depreciation and impairment charges and other shutdown costs associated with early manufacturing and R&D site exits. Cash outlays in connection with these actions are expected to be approximately 40% to 50% of the total charges. Charges of approximately $1.3 billion have been recognized for these actions since the announcement. Restructuring charges are recognized upon meeting certain criteria, including finalization of committed plans, reliable estimates and discussions with local works councils in certain markets.

Employee workforce reductions were approximately 100 and 300 for the six months ended June 30, 2019 and 2018, respectively.

The following tables summarize the charges and activity related to the restructuring actions:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Employee termination costs	$	3	$	26	$	7	$	35
Other termination costs	7		11		15		22
Provision for restructuring	10		37		22		57
Accelerated depreciation	32		31		63		52
Asset impairments	109		—		110		10
Other shutdown costs	—		2		—		5
Total charges	$	151	$	70	$	195	$	124

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Cost of products sold	$	122	$	14	$	134	$	27
Marketing, selling and administrative	—		—		1		1
Research and development	19		19		38		39
Other income (net)	10		37		22		57
Total charges	$	151	$	70	$	195	$	124

	Six Months Ended June 30,
Dollars in Millions	2019			2018
Liability at December 31	$	99		$	186
Cease-use lease liability reclassification	(3		)	—
Liability at January 1	96			186
Charges	27			61
Change in estimates	(5		)	(4		)
Provision for restructuring	22			57
Foreign currency translation	—			1
Payments	(74		)	(129		)
Liability at June 30	$	44		$	115

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INCOME TAXES

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

INCOME TAXES

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Earnings Before Income Taxes	$	1,776		$	517		$	3,755		$	2,296
Provision for Income Taxes	337			135			601			419
Effective Tax Rate	19.0		%	26.1		%	16.0		%	18.2		%

The reduction in the effective tax rate was primarily due to a non-deductible equity investment fair value loss adjustment relating to Nektar in the second quarter of 2018. Jurisdictional tax rates and other tax impacts attributed to non-deductible R&D charges, equity investment fair value adjustments and other specified items increased the effective tax rate by 0.5% in the second quarter of 2019 and decreased by 0.6% year-to-date. These items increased the effective tax rate by 8.6% in the second quarter of 2018 and by 0.9% year-to-date. The tax impact of these discrete items are reflected immediately and are not considered in estimating the annual effective tax rate. Additional changes to the effective tax rate may occur in future periods due to various reasons including pretax earnings mix, tax reserves, cash repatriations and revised interpretations of the relevant tax code.

The Company is currently under examination by a number of tax authorities, which have proposed or are considering proposing material adjustments to tax positions for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. It is reasonably possible that new issues will be raised by tax authorities, which may require adjustments to the amount of unrecognized tax benefits; however, an estimate of such adjustments cannot reasonably be made at this time.

It is also reasonably possible that the total amount of unrecognized tax benefits at June 30, 2019 could decrease in the range of approximately $365 million to $405 million in the next twelve months as a result of the settlement of certain tax audits and other events. The expected change in unrecognized tax benefits may result in the payment of additional taxes, adjustment of certain deferred taxes and/or recognition of tax benefits. It is reasonably possible that new issues will be raised by tax authorities that may increase unrecognized tax benefits; however, an estimate of such increases cannot reasonably be made at this time. The Company believes that it has adequately provided for all open tax years by tax jurisdiction.

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

EARNINGS PER SHARE

	Three Months Ended June 30,				Six Months Ended June 30,
Amounts in Millions, Except Per Share Data	2019		2018		2019		2018
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation	$	1,432	$	373	$	3,142	$	1,859
Weighted-average common shares outstanding - basic	1,636		1,633		1,635		1,633
Incremental shares attributable to share-based compensation plans	1		3		2		5
Weighted-average common shares outstanding - diluted	1,637		1,636		1,637		1,638
Earnings per share - basic	$	0.88	$	0.23	$	1.92	$	1.14
Earnings per share - diluted	0.87		0.23		1.92		1.13

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

	June 30, 2019					December 31, 2018
Dollars in Millions	Level 1		Level 2			Level 1		Level 2
Cash and cash equivalents - money market and other investments	$	—	$	27,797		$	—	$	6,173
Marketable securities
Certificates of deposit	—		166			—		971
Commercial paper	—		30			—		273
Corporate debt securities	—		1,751			—		2,379
Equity investments	—		—			—		125
Derivative assets	—		46			—		44
Equity investments	207		288			88		266
Derivative liabilities	—		(255		)	—		(31		)

As further described in “Item 8. Financial Statements and Supplementary Data—Note 9. Financial Instruments and Fair Value Measurements” in the Company's 2018 Form 10-K, the Company's fair value estimates use inputs that are either (1) quoted prices for identical assets or liabilities in active markets (Level 1 inputs); (2) observable prices for similar assets or liabilities in active markets or for identical or similar assets or liabilities in markets that are not active (Level 2 inputs); or (3) unobservable inputs (Level 3 inputs). There were no Level 3 financial assets or liabilities as of June 30, 2019 and December 31, 2018.

Available-for-sale Debt Securities and Equity Investments

Changes in fair value of equity investments are included in Other income (net). The following table summarizes the Company's available-for-sale debt securities and equity investments:

	June 30, 2019									December 31, 2018
Dollars in Millions	Amortized Cost		Gross Unrealized							Amortized Cost		Gross Unrealized
			Gains		Losses			Fair Value				Gains		Losses			Fair Value
Certificates of deposit	$	166	$	—	$	—		$	166	$	971	$	—	$	—		$	971
Commercial paper	30		—		—			30		273		—		—			273
Corporate debt securities	1,749		4		(2		)	1,751		2,416		—		(37		)	2,379
	$	1,945	$	4	$	(2	)	$	1,947	$	3,660	$	—	$	(37	)	$	3,623
Equity investments								495									479
Total								$	2,442								$	4,102

Dollars in Millions	June 30, 2019		December 31, 2018
Current marketable securities	$	953	$	1,973
Non-current marketable securities(a)	994		1,775
Other assets	495		354
Total	$	2,442	$	4,102

(a) All non-current marketable securities mature within five years as of June 30, 2019 and December 31, 2018.

Equity investments not measured at fair value and excluded from the above table were limited partnerships and other equity method investments of $142 million at June 30, 2019 and $114 million at December 31, 2018 and other equity investments without readily determinable fair values of $191 million at June 30, 2019 and $206 million at December 31, 2018. These amounts are included in Other assets.

The following table summarizes the net gain/(loss) recorded for equity investments with readily determinable fair values held as of June 30, 2019 and 2018:

	Three Months Ended June 30,					Six Months Ended June 30,
Dollars in Millions	2019		2018			2019		2018
Net gain/(loss) recognized	$	59	$	(374	)	$	154	$	(359	)
Less: Net gain/(loss) recognized for equity investments sold	—		—			14		—
Net unrealized gain/(loss) on equity investments held	$	59	$	(374	)	$	140	$	(359	)

Qualifying Hedges and Non-Qualifying Derivatives

Cash Flow Hedges — Foreign currency forward contracts are used to hedge certain forecasted intercompany inventory purchases and sales transactions and certain foreign currency transactions. The fair value for contracts designated as cash flow hedges is temporarily reported in Accumulated other comprehensive loss and included in earnings when the hedged item affects earnings. Upon adoption of the amended guidance for derivatives and hedging in the first quarter of 2018, the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the derivatives qualifying as cash flow hedges component of Other Comprehensive (Loss)/Income. The net gain or loss on foreign currency forward contracts is expected to be reclassified to net earnings (primarily included in Cost of products sold) within the next 12 months. The notional amount of outstanding foreign currency forward contracts was primarily attributed to the euro of $996 million and Japanese yen of $476 million at June 30, 2019.

The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not significant during all periods presented. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring within 60 days after the originally forecasted date or when the hedge is no longer effective. Assessments to determine whether derivatives designated as qualifying hedges are highly effective in offsetting changes in the cash flows of hedged items are performed at inception and on a quarterly basis. Foreign currency forward contracts not designated as hedging instruments are used to offset exposures in certain foreign currency denominated assets, liabilities and earnings. Changes in the fair value of these derivatives are recognized in earnings as they occur.

Net Investment Hedges — Non-U.S. dollar borrowings of €950 million ($1.1 billion) at June 30, 2019 are designated to hedge euro currency exposures of the net investment in certain foreign affiliates. These borrowings are designated as net investment hedges and recognized in long-term debt. The effective portion of foreign exchange gain on the remeasurement of euro debt was $2 million and $16 million gain in 2019 and 2018, respectively, and were recorded in the foreign currency translation component of Other Comprehensive Income/(Loss) with the related offset in Long-term debt.

In January 2018, the Company entered into $300 million of cross-currency interest rate swap contracts maturing in December 2022 designated to hedge Japanese yen currency exposures of the Company's net investment in its Japan subsidiary. Contract fair value changes are recorded in the foreign currency translation component of Other Comprehensive Income/(Loss) with a related offset in Other assets or Other non-current liabilities.

Fair Value Hedges — Fixed to floating interest rate swap contracts are designated as fair value hedges and used as an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The contracts and underlying debt for the hedged benchmark risk are recorded at fair value. The effective interest rate for the contracts is one-month LIBOR (2.4% as of June 30, 2019) plus an interest rate spread of 4.6%. Gains or losses resulting from changes in fair value of the underlying debt attributable to the hedged benchmark interest rate risk are recorded in interest expense with an associated offset to the carrying value of debt. Since the specific terms and notional amount of the swap are intended to match those of the debt being hedged, all changes in fair value of the swap are recorded in interest expense with an associated offset to the derivative asset or liability on the consolidated balance sheet. As a result, there was no net impact in earnings. When the underlying swap is terminated prior to maturity, the fair value adjustment to the underlying debt is amortized as a reduction to interest expense over the remaining term of the debt.

Following the announcement of the Company's pending acquisition of Celgene, the Company entered into forward starting interest rate swap option contracts, with a total notional value of $7.6 billion, to hedge future interest rate risk associated with the anticipated issuance of long-term debt to fund the pending Celgene acquisition. In April 2019, the Company entered into deal contingent forward starting interest rate swap contracts, with an aggregate notional principal amount of $10.4 billion, to hedge interest rate risk associated with the anticipated issuance of long-term debt to fund the Celgene acquisition and terminated the forward starting interest rate swap option contracts. The deal contingent forward starting interest rate swap contracts were unwound upon the Company's May 2019 issuance of the new notes, refer to “—Debt Obligations.”

The following table summarizes the fair value of outstanding derivatives:

	June 30, 2019									December 31, 2018
	Asset(a)				Liability(b)					Asset(a)				Liability(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value			Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	255	$	6	$	—	$	—		$	—	$	—	$	755	$	(10	)
Cross-currency interest rate swap contracts	50		1		250		(3		)	50		—		250		(5		)
Foreign currency forward contracts	1,150		38		666		(10		)	1,503		44		496		(10		)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	176		1		453		(2		)	54		—		600		(6		)
Deal contingent forward starting interest rate swap contracts	—		—		10,350		(240		)	—		—		—		—

(a) Included in prepaid expenses and other and other assets.

(b) Included in accrued and other current liabilities and other non-current liabilities.

The following table summarizes the financial statement classification and amount of gain/(loss) recognized on hedging instruments:

	Three Months Ended June 30, 2019					Six Months Ended June 30, 2019
Dollars in Millions	Cost of products sold		Other income (net)			Cost of products sold		Other income (net)
Interest rate swap contracts	$	—	$	7		$	—	$	12
Cross-currency interest rate swap contracts	—		2			—		4
Foreign currency forward contracts	26		11			56		2
Forward starting interest rate swap option contracts	—		—			—		(35		)
Deal contingent forward starting interest rate swap contracts	—		(240		)	—		(240		)

	Three Months Ended June 30, 2018					Six Months Ended June 30, 2018
Dollars in Millions	Cost of products sold			Other income (net)		Cost of products sold			Other income (net)
Interest rate swap contracts	$	—		$	6	$	—		$	13
Cross-currency interest rate swap contracts	—			2		—			4
Foreign currency forward contracts	(13		)	16		(33		)	7

The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss):

	Three Months Ended June 30,					Six Months Ended June 30,
Dollars in Millions	2019			2018		2019			2018
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)(a)	$	(6	)	$	83	$	39		$	45
Reclassified to Cost of products sold	(26		)	13		(56		)	33
Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)	(4		)	12		2			(4		)
Non-derivatives qualifying as net investment hedges
Non U.S. dollar borrowings gain/(loss):
Recognized in Other Comprehensive Income/(Loss)	(6		)	62		2			16

(a) The amount is expected to be reclassified into earnings in the next 12 months.

Debt Obligations

Short-term debt obligations include:

Dollars in Millions	June 30, 2019		December 31, 2018
Non-U.S. short-term borrowings	$	355	$	320
Current portion of long-term debt	—		1,249
Other	190		134
Total	$	545	$	1,703

Long-term debt and the current portion of long-term debt include:

Dollars in Millions	June 30, 2019			December 31, 2018
Principal Value	$	24,515		$	6,776
Adjustments to Principal Value
Fair value of interest rate swap contracts	6			(10		)
Unamortized basis adjustment from swap terminations	188			201
Unamortized bond discounts and issuance costs	(276		)	(72		)
Total	$	24,433		$	6,895
Current portion of long-term debt	$	—		$	1,249
Long-term debt	24,433			5,646

The fair value of long-term debt was $25.9 billion at June 30, 2019 and $7.1 billion at December 31, 2018 valued using Level 2 inputs. Interest payments were $110 million and $117 million for the six months ended June 30, 2019 and 2018, respectively, net of amounts related to interest rate swap contracts.

During the first quarter of 2019, the $750 million 1.600% Notes and the $500 million 1.750% Notes matured and were repaid.

In May 2019, the Company issued an aggregate principal amount of $19.0 billion of floating rate and fixed rate unsecured senior notes. The notes rank equally in right of payment with all of the Company's existing and future senior unsecured indebtedness and the fixed rate notes are redeemable at any time, in whole, or in part, at varying specified redemption prices plus accrued and unpaid interest. All of the notes are subject to special mandatory redemption at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest if the pending acquisition of Celgene is not completed by July 30, 2020 or the Company notifies the trustee in respect of the notes that it will not pursue the consummation of the Celgene acquisition. The following table summarizes the note issuances:

Dollars in Millions	2019
Principal Value:
Floating Rate Notes due 2020	$	750
Floating Rate Notes due 2022	500
2.550% Notes due 2021	1,000
2.600% Notes due 2022	1,500
2.900% Notes due 2024	3,250
3.200% Notes due 2026	2,250
3.400% Notes due 2029	4,000
4.125% Notes due 2039	2,000
4.250% Notes due 2049	3,750
Total	$	19,000
Proceeds net of discount and deferred loan issuance costs	$	18,790

As of June 30, 2019, the Company had four revolving credit facilities totaling $6.0 billion, which consisted of a 364-day $2.0 billion facility expiring in January 2020, two five-year $1.5 billion facilities that were extended to September 2023 and July 2024, respectively, and a $1.0 billion facility expiring in January 2022. All of these facilities provide for customary terms and conditions with no financial covenants and may be used to provide backup liquidity for the Company's commercial paper borrowings. The Company's $1.0 billion facility and the Company's two $1.5 billion revolving facilities are extendable annually by one year on the anniversary date with the consent of the lenders. No borrowings were outstanding under any revolving credit facility at June 30, 2019 or December 31, 2018.

In connection with the Company's pending acquisition of Celgene, the Company entered into a bridge commitment letter that provided for up to $33.5 billion in a 364-day senior unsecured bridge facility in January 2019. The Company also entered into an $8.0 billion term loan credit agreement consisting of a $1.0 billion 364-day tranche, a $4.0 billion three-year tranche and a $3.0 billion five-year tranche. The term loan reduced the commitments under the bridge facility by $8.0 billion and the net cash proceeds from the issuance of $19.0 billion of new notes in May 2019 further reduced the bridge facility commitments. As a result of these reductions and the amount of available cash, the Company terminated the bridge facility in its entirety immediately following the closing of the notes offering. The term loan is subject to customary terms and conditions and does not have any financial covenants. No amounts will be borrowed under the term loan prior to the closing of the pending acquisition of Celgene. If drawn upon, the proceeds under the term loan will be used solely to fund a portion of the cash to be paid in the pending acquisition of Celgene, the anticipated refinancing of debt of Celgene and the payment of related fees and expenses.

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RECEIVABLES

6 Months Ended

Jun. 30, 2019

Accounts Receivable, Net [Abstract]

Receivables [Text Block]

RECEIVABLES

Dollars in Millions	June 30, 2019			December 31, 2018
Trade receivables	$	4,822		$	4,914
Less charge-backs and cash discounts	(281		)	(245		)
Less bad debt allowances	(38		)	(33		)
Net trade receivables	4,503			4,636
Prepaid and refundable income taxes	166			218
Alliance, royalties, VAT and other	998			1,111
Receivables	$	5,667		$	5,965

Non-U.S. receivables sold on a nonrecourse basis were $341 million and $397 million for the six months ended June 30, 2019 and 2018, respectively. Receivables from the Company's three largest pharmaceutical wholesalers in the U.S. represented approximately 70% of total trade receivables at June 30, 2019 and December 31, 2018.

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INVENTORIES

6 Months Ended

Jun. 30, 2019

Inventory, Net [Abstract]

Inventories [Text Block]

INVENTORIES

Dollars in Millions	June 30, 2019		December 31, 2018
Finished goods	$	460	$	396
Work in process	916		1,026
Raw and packaging materials	217		202
Total inventories	$	1,593	$	1,624
Inventories	$	1,308	$	1,195
Other assets(a)	285		429

(a)

Other assets include inventory expected to remain on hand beyond one year in both periods.

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PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Text Block]

PROPERTY, PLANT AND EQUIPMENT

Dollars in Millions	June 30, 2019			December 31, 2018
Land	$	105		$	104
Buildings	5,257			5,231
Machinery, equipment and fixtures	2,879			2,962
Construction in progress	453			548
Gross property, plant and equipment	8,694			8,845
Less accumulated depreciation	(3,845		)	(3,818		)
Property, plant and equipment	$	4,849		$	5,027

Depreciation expense was $133 million and $266 million for the three and six months ended June 30, 2019 and $126 million and $239 million for the three and six months ended June 30, 2018, respectively.

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LEASES Leases (Notes)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

LEASES

The Company leases facilities for office, research and development, and for storage and distribution purposes, comprising approximately 90% 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 and 20 years. Most leases contain specific renewal options for periods ranging between one 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. The Company considers factors 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 the Company’s 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. As most leases do not provide an implicit rate, the Company's incremental borrowing rate was applied on a portfolio approach to discount its real estate lease liabilities.

The remaining 10% of the Company’s total lease obligation is comprised of vehicles used primarily by the Company’s salesforce and an R&D facility operated by a third party under the Company's direction. Vehicle lease terms vary by country with terms generally between one and four years.

The following table summarizes the components of lease expense:

Dollars in Millions	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Operating lease cost	$	28		$	55
Variable lease cost	4			10
Short-term lease cost	5			10
Sublease income	(2		)	(2		)
Total operating lease expense	$	35		$	73

Operating lease right-of-use assets and liabilities were as follows as of June 30, 2019 and January 1, 2019:

Dollars in Millions	June 30, 2019		January 1, 2019
Other assets	$	509	$	543
Accrued and other current liabilities	67		40
Other non-current liabilities	516		548
Total liabilities	$	583	$	588

Future lease payments for non-cancellable operating leases as of June 30, 2019 were as follows:

Dollars in Millions	Operating Leases
2019 (excluding the six months ended June 30, 2019)	$	46
2020	85
2021	75
2022	70
2023	61
Thereafter	395
Total future lease payments	732
Less imputed interest	149
Total lease liability	$	583

Right-of-use assets obtained in exchange for new operating lease obligations were not material for the three and six months ended June 30, 2019. Cash paid for amounts included in the measurement of operating lease liabilities was $19 million for the six months ended June 30, 2019, net of a $33 million lease incentive received in the second quarter. The weighted-average remaining lease term was 11 years and the discount rate was 4% as of June 30, 2019.

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OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

GOODWILL AND OTHER INTANGIBLE ASSETS

Dollars in Millions	Estimated Useful Lives	June 30, 2019			December 31, 2018
Goodwill		$	6,533		$	6,538
Other intangible assets:
Licenses	5 – 15 years	$	482		$	510
Developed technology rights	9 – 15 years	2,357			2,357
Capitalized software	3 – 10 years	1,201			1,156
IPRD		—			32
Gross other intangible assets		4,040			4,055
Less accumulated amortization		(3,045		)	(2,964		)
Other intangible assets		$	995		$	1,091

Amortization expense was $51 million and $104 million for the three and six months ended June 30, 2019 and $47 million and $93 million for the three and six months ended June 30, 2018, respectively.

In the first quarter of 2019, a $32 million IPRD impairment charge was recorded in Research and development following our decision to discontinue development of an investigational compound obtained in the acquisition of Medarex. In the first quarter of 2018, a $64 million impairment charge was recorded in Other income (net) for an out-licensed asset obtained in the acquisition of ZymoGenetics, Inc., which did not meet its primary endpoint in a Phase II clinical study.

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ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2019

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

ACCRUED AND OTHER CURRENT LIABILITIES

Dollars in Millions	June 30, 2019		December 31, 2018
Rebates and returns	$	2,633	$	2,417
Employee compensation and benefits	443		848
Research and development	884		805
Dividends	671		669
Royalties	361		391
Deal contingent forward starting interest rate swap contracts	240		—
Branded Prescription Drug Fee	263		188
Liabilities related to assets held-for-sale	163		152
Litigation and other settlements	80		118
Operating leases	67		—
Restructuring	38		85
Pension and postretirement benefits	35		35
Deferred income	92		172
Income taxes payable	360		398
Other	831		781
Accrued and other current liabilities	$	7,161	$	7,059

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EQUITY

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

EQUITY

The following table summarizes changes in equity for the six months ended June 30, 2019:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value										Shares		Cost
Balance at December 31, 2018	2,208	$	221	$	2,081	$	(2,762	)	$	34,065		576		$	(19,574	)	$	96
Accounting change - cumulative effect(a)	—	—		—		—			5			—		—			—
Adjusted balance at January 1, 2019	2,208	221		2,081		(2,762		)	34,070			576		(19,574		)	96
Net earnings	—	—		—		—			1,710			—		—			5
Other Comprehensive Income/(Loss)	—	—		—		118			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		22		—			—			(4	)	3			—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2019	2,208	$	221	$	2,103	$	(2,644	)	$	35,109		572		$	(19,571	)	$	99
Net earnings	—	—		—		—			1,432			—		—			7
Other Comprehensive Income/(Loss)	—	—		—		23			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		47		—			—			—		—			—
Distributions	—	—		—		—			—			—		—			(4		)
Balance at June 30, 2019	2,208	$	221	$	2,150	$	(2,621	)	$	35,870		572		$	(19,571	)	$	102

(a) Refer to “—Note 1. Basis of Presentation and Recently Issued Accounting Standards” for additional information.

(b) Cash dividends declared per common share were $0.41 for the three months ended March 31, 2019 and June 30, 2019.

The following table summarizes changes in equity for the six months ended June 30, 2018:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value										Shares		Cost
Balance at December 31, 2017	2,208	$	221	$	1,898	$	(2,289	)	$	31,160		575		$	(19,249	)	$	106
Accounting change - cumulative effect(a)	—	—		—		(34		)	332			—		—			—
Adjusted balance at January 1, 2018	2,208	$	221	$	1,898	$	(2,323	)	$	31,492		575		$	(19,249	)	$	106
Net earnings	—	—		—		—			1,486			—		—			9
Other Comprehensive Income/(Loss)	—	—		—		89			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(655		)	—		—			—
Stock repurchase program	—	—		—		—			—			3		(166		)	—
Stock compensation	—	—		18		—			—			(4	)	(18		)	—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2018	2,208	$	221	$	1,916	$	(2,234	)	$	32,323		574		$	(19,433	)	$	113
Net earnings	—	—		—		—			373			—		—			9
Other Comprehensive Income/(Loss)	—	—		—		(100		)	—			—		—			—
Cash dividends declared(b)	—	—		—		—			(652		)	—		—			—
Stock repurchase program	—	—		—		—			—			2		(147		)	—
Stock compensation	—	—		50		—			—			—		—			—
Distributions	—	—		—		—			—			—		—			(21		)
Balance at June 30, 2018	2,208	$	221	$	1,966	$	(2,334	)	$	32,044		576		$	(19,580	)	$	101

(a) Refer to “—Note 1. Accounting Policies and Recently Issued Accounting Standards” in the Company's 2018 Form 10-K for additional information.

(b) Cash dividends declared per common share were $0.40 for the three months ended March 31, 2018 and June 30, 2018.

The Company has a stock repurchase program authorized by its Board of Directors allowing for repurchases in the open market or through private transactions, including plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The stock repurchase program does not have an 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.

The components of Other Comprehensive Income/(Loss) were as follows:

	2019									2018
Dollars in Millions	Pretax			Tax			After tax			Pretax			Tax			After tax
Three Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)	$	(6	)	$	1		$	(5	)	$	83		$	(10	)	$	73
Reclassified to net earnings(a)	(26		)	3			(23		)	13			(1		)	12
Derivatives qualifying as cash flow hedges	(32		)	4			(28		)	96			(11		)	85
Pension and postretirement benefits:
Actuarial (losses)/gains	(12		)	3			(9		)	—			—			—
Amortization(b)	16			(2		)	14			16			(3		)	13
Settlements(b)	44			(10		)	34			38			(8		)	30
Pension and postretirement benefits	48			(9		)	39			54			(11		)	43
Available-for-sale securities:
Unrealized gains/(losses)	13			—			13			(8		)	1			(7		)
Foreign currency translation	(3		)	2			(1		)	(204		)	(17		)	(221		)
Total Other Comprehensive Income/(Loss)	$	26		$	(3	)	$	23		$	(62	)	$	(38	)	$	(100	)
Six Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)	$	39		$	(4	)	$	35		$	45		$	(4	)	$	41
Reclassified to net earnings(a)	(56		)	7			(49		)	33			(8		)	25
Derivatives qualifying as cash flow hedges	(17		)	3			(14		)	78			(12		)	66
Pension and postretirement benefits:
Actuarial (losses)/gains	(14		)	3			(11		)	112			(24		)	88
Amortization(b)	33			(6		)	27			36			(6		)	30
Settlements(b)	93			(21		)	72			69			(15		)	54
Pension and postretirement benefits	112			(24		)	88			217			(45		)	172
Available-for-sale securities:
Unrealized gains/(losses)	36			—			36			(40		)	7			(33		)
Realized losses	3			—			3			—			—			—
Available-for-sale securities	39			—			39			(40		)	7			(33		)
Foreign currency translation	29			(1		)	28			(211		)	(5		)	(216		)
Total Other Comprehensive Income/(Loss)	$	163		$	(22	)	$	141		$	44		$	(55	)	$	(11	)

(a) Included in Cost of products sold.

(b) Included in Other income (net).

The accumulated balances related to each component of Other Comprehensive Income/(Loss), net of taxes, were as follows:

Dollars in Millions	June 30, 2019			December 31, 2018
Derivatives qualifying as cash flow hedges	$	37		$	51
Pension and postretirement benefits	(2,014		)	(2,102		)
Available-for-sale securities	9			(30		)
Foreign currency translation	(653		)	(681		)
Accumulated other comprehensive loss	$	(2,621	)	$	(2,762	)

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PENSION AND POSTRETIREMENT BENEFIT PLANS

6 Months Ended

Jun. 30, 2019

Retirement Benefits [Abstract]

Pension and Other Postretirement Benefits [Text Block]

RETIREMENT BENEFITS

The Company sponsors defined benefit pension plans, defined contribution plans and termination indemnity plans for regular full-time employees. The principal defined benefit pension plan is the Bristol-Myers Squibb Retirement Income Plan (the “Plan”), covering most U.S. employees and representing approximately 67% of the consolidated pension plan assets and 61% of the obligations. Future benefits related to service for this plan were eliminated in 2009. BMS contributes at least the minimum amount required by the ERISA. Plan benefits are based primarily on the participant’s years of credited service and final average compensation. As of June 30, 2019, Plan assets consist primarily of fixed-income securities.

In December 2018, BMS announced plans to fully terminate the Plan. Pension obligations related to the Plan of $3.8 billion will be distributed through a combination of lump sum payments to eligible Plan participants who elected such payments and through the purchase of group annuity contracts from wholly owned insurance subsidiaries of Athene Holding Ltd. (“Athene”). The benefit obligation for the Plan as of June 30, 2019 was therefore determined on a plan termination basis and included the obligation attributable to eligible active and deferred vested participants who elected lump sum payments during the election window which will be paid in July 2019. The remaining obligation expected to be transferred to Athene includes an annuity purchase price premium. The Plan has sufficient assets to satisfy all transaction obligations. The transaction is expected to close in the third quarter 2019 and will result in a non-cash pre-tax pension settlement charge of approximately $1.5 billion.

The net periodic benefit cost/(credit) of defined benefit pension plans includes:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Service cost – benefits earned during the year	$	5		$	7		$	12		$	14
Interest cost on projected benefit obligation	37			50			81			96
Expected return on plan assets	(70		)	(109		)	(134		)	(218		)
Amortization of prior service credits	(1		)	(1		)	(2		)	(2		)
Amortization of net actuarial loss	17			19			35			40
Curtailments and settlements	44			38			93			69
Net periodic pension benefit cost/(credit)	$	32		$	4		$	85		$	(1	)

Pension settlement charges were recognized after determining that the annual lump sum payments will likely exceed the annual interest and service costs for the primary and certain other U.S. and international pension plans. The charges included the acceleration of a portion of unrecognized actuarial losses. Non-current pension liabilities were $423 million at June 30, 2019 and $427 million at December 31, 2018. Defined contribution plan expense in the U.S. was approximately $50 million and $90 million for the three and six months ended June 30, 2019 and 2018, respectively. Comprehensive medical and group life benefits are provided for substantially all U.S. retirees electing to participate in comprehensive medical and group life plans and to a lesser extent certain benefits for non-U.S. employees. The net periodic benefit credits were not material in both periods.

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LEGAL PROCEEDINGS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Legal Proceedings and Contingencies [Text Block]

LEGAL PROCEEDINGS AND CONTINGENCIES

The Company and certain of its subsidiaries are involved in various lawsuits, claims, government investigations and other legal proceedings that arise in the ordinary course of business. These claims or proceedings can involve various types of parties, including governments, competitors, customers, suppliers, service providers, licensees, employees, or shareholders, among others. The resolution of these matters often develops over a long period of time and expectations can change as a result of new findings, rulings, appeals or settlement arrangements. The Company recognizes accruals for such contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. These matters involve patent infringement, antitrust, securities, pricing, sales and marketing practices, environmental, commercial, contractual rights, licensing obligations, health and safety matters, consumer fraud, employment matters, product liability and insurance coverage. Legal proceedings that are material or that the Company believes could become material are described below.

Although the Company believes it has substantial defenses in these matters, there can be no assurance that there will not be an increase in the scope of pending matters or that any future lawsuits, claims, government investigations or other legal proceedings will not be material. Unless otherwise noted, the Company is unable to assess the outcome of the respective litigation nor is it able to provide an estimated range of potential loss. Furthermore, failure to enforce the Company's patent rights would likely result in substantial decreases in the respective product revenues from generic competition.

INTELLECTUAL PROPERTY

Plavix* - Australia

As previously disclosed, Sanofi was notified that, in August 2007, GenRx Proprietary Limited (GenRx) obtained regulatory approval of an application for clopidogrel bisulfate 75mg tablets in Australia. GenRx, formerly a subsidiary of Apotex Inc. (Apotex), has since changed its name to Apotex. In August 2007, Apotex filed an application in the Federal Court of Australia (the Federal Court) seeking revocation of Sanofi’s Australian Patent No. 597784 (Case No. NSD 1639 of 2007). Sanofi filed counterclaims of infringement and sought an injunction. On September 21, 2007, the Federal Court granted Sanofi’s injunction. A subsidiary of the Company was subsequently added as a party to the proceedings. In February 2008, a second company, Spirit Pharmaceuticals Pty. Ltd., also filed a revocation suit against the same patent. This case was consolidated with the Apotex case, and a trial occurred in April 2008. On August 12, 2008, the Federal Court of Australia held that claims of Patent No. 597784 covering clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate salts were valid. The Federal Court also held that the process claims, pharmaceutical composition claims, and claim directed to clopidogrel and its pharmaceutically acceptable salts were invalid. The Company and Sanofi filed notices of appeal in the Full Court of the Federal Court of Australia (Full Court) appealing the holding of invalidity of the claim covering clopidogrel and its pharmaceutically acceptable salts, process claims, and pharmaceutical composition claims which have stayed the Federal Court’s ruling. Apotex filed a notice of appeal appealing the holding of validity of the clopidogrel bisulfate, hydrochloride, hydrobromide, and taurocholate claims. A hearing on the appeals occurred in February 2009. On September 29, 2009, the Full Court held all of the claims of Patent No. 597784 invalid. In November 2009, the Company and Sanofi applied to the High Court of Australia (High Court) for special leave to appeal the judgment of the Full Court. In March 2010, the High Court denied the Company and Sanofi’s request to hear the appeal of the Full Court decision. The case was remanded to the Federal Court for further proceedings related to damages sought by Apotex. The Company and Apotex have settled the Apotex case, and the case was dismissed. The Australian government has intervened in this matter and is seeking maximum damages up to 449 million AUD ($313 million), plus interest, which would be split between the Company and Sanofi, for alleged losses experienced for paying a higher price for branded Plavix* during the period when the injunction was in place. The Company and Sanofi have disputed that the Australian government is entitled to any damages and the Australian government's claim is still pending and a trial was concluded in September 2017. The Company is expecting a decision in 2019.

Sprycel - Europe

In May 2013, Apotex, Actavis Group PTC ehf, Generics [UK] Limited (Mylan) and an unnamed company filed oppositions in the EPO seeking revocation of European Patent No. 1169038 (the ‘038 patent) covering dasatinib, the active ingredient in Sprycel. On January 20, 2016, the Opposition Division of the EPO revoked the ‘038 patent. In May 2016, the Company appealed the EPO’s decision to the EPO Board of Appeal. In February 2017, the EPO Board of Appeal upheld the Opposition Division’s decision, and revoked the ‘038 patent. Orphan drug exclusivity and data exclusivity for Sprycel in the EU expired in November 2016. The EPO Board of Appeal’s decision does not affect the validity of the Company's other Sprycel patents within and outside Europe, including different patents that cover the monohydrate form of dasatinib and the use of dasatinib to treat CML. Additionally, in February 2017, the EPO Board of Appeal reversed and remanded an invalidity decision on European Patent No. 1610780 and its claim to the use of dasatinib to treat CML, which the EPO’s Opposition Division had revoked in October 2012. In December 2018, the EPO’s Opposition Division upheld the validity of the patent directed to the use of dasatinib to treat CML, which expires in 2024. The Company intends to take appropriate legal actions to protect Sprycel.

Anti-PD-1 Antibody Patent Oppositions and Litigation

In September 2015, Dana-Farber Cancer Institute (Dana-Farber) filed a complaint in Massachusetts federal court seeking to correct the inventorship on up to six related U.S. patents directed to methods of treating cancer using PD-1 and PD-L1 antibodies. Specifically, Dana-Farber is seeking to add two scientists as inventors to these patents. In October 2017, Pfizer was allowed to intervene in this case alleging that one of the scientists identified by Dana-Farber was employed by a company eventually acquired by Pfizer during the relevant period. In February 2019, the Company settled the lawsuit with Pfizer. A bench trial in the lawsuit with Dana-Farber took place in February 2019. In May, the judge in the case issued an opinion ruling that the two scientists should be added as inventors to the patents. The decision has been appealed to the Federal Circuit. In June 2019, Dana Farber filed a new lawsuit in the District of Massachusetts against the Company seeking damages as a result of the court's decision adding the scientists as inventors.

Eliquis Patent Litigation - U.S.

In 2017, twenty-five generic companies sent the Company Paragraph-IV certification letters informing the Company that they had filed aNDAs seeking approval of generic versions of Eliquis. As a result, two Eliquis patents listed in the FDA Orange Book are being challenged: the composition of matter patent claiming apixaban specifically and a formulation patent. In April 2017, the Company, along with its partner Pfizer, initiated patent lawsuits under the Hatch-Waxman Act against all generic filers in federal district courts in Delaware and West Virginia. In August 2017, the U.S. Patent and Trademark Office granted patent term restoration to the composition of matter patent, thereby restoring the term of the Eliquis composition of matter patent, which is the Company’s basis for projected LOE, from February 2023 to November 2026. The Company has settled lawsuits with a number of aNDA filers through March 2019. The settlements do not affect the Company’s projected LOE for Eliquis. A trial with the remaining aNDA filers is scheduled for October 2019 in the U.S. District Court for the District of Delaware.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION

Plavix* State Attorneys General Lawsuits

The Company and certain affiliates of Sanofi are defendants in consumer protection and/or false advertising actions brought by the attorneys general of Hawaii and New Mexico relating to the sales and promotion of Plavix*. The Hawaii matter is currently scheduled for trial in April 2020.

PRODUCT LIABILITY LITIGATION

The Company is a party to various product liability lawsuits. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. As previously disclosed, in addition to lawsuits, the Company also faces unfiled claims involving its products.

Byetta*

Amylin, a former subsidiary of the Company, and Lilly are co-defendants in product liability litigation related to Byetta*. To date, there are approximately 560 separate lawsuits pending on behalf of approximately 2,200 active plaintiffs (including pending settlements), which include injury plaintiffs as well as claims by spouses and/or other beneficiaries, in various courts in the U.S. The majority of these cases have been brought by individuals who allege personal injury sustained after using Byetta*, primarily pancreatic cancer, and, in some cases, claiming alleged wrongful death. The majority of cases are pending in federal court in San Diego in a MDL or in a coordinated proceeding in California Superior Court in Los Angeles (JCCP). In November 2015, the defendants' motion for summary judgment based on federal preemption was granted in both the MDL and the JCCP. In November 2017, the Ninth Circuit reversed the MDL summary judgment order and remanded the case to the MDL. In November 2018, the California Court of Appeal reversed the state court summary judgment order and remanded those cases to the JCCP for further proceedings. Amylin has product liability insurance covering a substantial number of claims involving Byetta* and any additional liability to Amylin with respect to Byetta* is expected to be shared between the Company and AstraZeneca.

Abilify*

The Company and Otsuka are co-defendants in product liability litigation related to Abilify*. Plaintiffs allege Abilify* caused them to engage in compulsive gambling and other impulse control disorders. There have been over 2,000 cases filed in state and federal courts and additional cases are pending in Canada. The Judicial Panel on Multidistrict Litigation consolidated the federal court cases for pretrial purposes in the United States District Court for the Northern District of Florida. On February 15, 2019, the Company and Otsuka entered into a master settlement agreement establishing a proposed settlement program to resolve all Abilify* compulsivity claims filed as of January 28, 2019 in the MDL as well as the various state courts, including California and New Jersey.

Eliquis

The Company and Pfizer are co-defendants in product liability litigation related to Eliquis. Plaintiffs assert claims, including claims for wrongful death, as a result of bleeding they allege was caused by their use of Eliquis. As of April 2019, no claims remain pending in the MDL in the U.S. District Court for the Southern District of New York or in state court. One case remains pending in Canada. Over 200 cases have been dismissed with prejudice in the MDL. The claims of 23 plaintiffs were appealed to the Second Circuit Court of Appeals, which, in March 2019, affirmed the MDL's dismissals. The plaintiffs did not file a petition for certiorari to the U.S. Supreme Court. This litigation is now concluded.

Onglyza*

The Company and AstraZeneca are co-defendants in product liability litigation related to Onglyza*. Plaintiffs assert claims, including claims for wrongful death, as a result of heart failure or other cardiovascular injuries they allege were caused by their use of Onglyza*. As of June 2019, claims are pending in state and federal court on behalf of approximately 290 individuals who allege they ingested the product and suffered an injury. In February 2018, the Judicial Panel on Multidistrict Litigation ordered all federal cases to be transferred to an MDL in the U.S. District Court for the Eastern District of Kentucky. A significant majority of the claims are pending in the MDL. As part of the Company’s global diabetes business divestiture, the Company sold Onglyza* to AstraZeneca in February 2014 and any potential liability with respect to Onglyza* is expected to be shared with AstraZeneca.

SECURITIES LITIGATION

Since February 2018, two separate putative class action complaints were filed in the U.S. District for the Northern District of California and in the U.S. District Court for the Southern District of New York against the Company, the Company’s Chief Executive Officer, Giovanni Caforio, the Company’s Chief Financial Officer, Charles A. Bancroft and certain former and current executives of the Company. The case in California has been voluntarily dismissed. The remaining complaint alleges violations of securities laws for the Company’s disclosures related to the CheckMate-026 clinical trial in lung cancer. A fully briefed motion to dismiss is pending before the court. The Company intends to defend itself vigorously in this litigation.

OTHER LITIGATION

Acquisition of Celgene Litigation

Following the announcement of the Company's pending acquisition of Celgene, thirteen complaints were filed by Celgene shareholders in the U.S. District Court for the District of Delaware, U.S. District Court for the District of New Jersey, the U.S. District Court for the Southern District of New York and the Court of Chancery of the State of Delaware seeking to enjoin the Company's pending acquisition of Celgene. The complaints in these actions name as defendants Celgene and the members of Celgene's Board of Directors. Five of these complaints also name the Company and Burgundy Merger Sub, Inc., a wholly-owned subsidiary of the Company that was formed solely for the purpose of completing the pending acquisition of Celgene and will be merged with and into Celgene upon the completion of the acquisition, as defendants. Of the complaints naming the Company as a defendant, four are styled as putative class actions. The plaintiffs allege violations of various federal securities laws and breaches of fiduciary duties in connection with the acquisition of Celgene by the Company. After the Company and Celgene released supplemental disclosures relating to the proposed acquisition in early April 2019, the plaintiffs in these cases agreed to dismiss their actions. As of June 30, 2019, all of these complaints have been dismissed, including all five complaints that named the Company and Burgundy Merger Sub, Inc. as defendants.

Separately, a fourteenth complaint styled as a putative class action was filed in the Court of Chancery of the State of Delaware on behalf of the Company's shareholders naming members of the Company's Board of Directors as defendants. This complaint alleges that each of the members of the Company's Board of Directors breached his or her fiduciary duties to the Company and its shareholders by failing to disclose material information about the pending acquisition. The lawsuit was voluntarily dismissed in April 2019.

Acquisition of Flexus Litigation

In February 2015, the Company acquired Flexus including rights to its IDO-1 inhibitor. In September 2015, Incyte Corporation (“Incyte”) sued Flexus and Flexus's founders (“Flexus Defendants”) in the Superior Court of the State of Delaware. In its initial and subsequent amended complaints, Incyte alleged claims against the Flexus Defendants, among others, for the misappropriation of various trade secrets relating to the research and development of Incyte's IDO-1 inhibitor. In November 2018, following a trial, a jury in the Superior Court of Delaware returned a defense verdict for the Flexus Defendants. Incyte did not appeal the decision. This litigation is now concluded.

Average Manufacturer Price Litigation

The Company is a defendant in a qui tam (whistleblower) lawsuit in the U.S. District Court for the Eastern District of Pennsylvania, in which the U.S. Government declined to intervene. The complaint alleges that the Company inaccurately reported its average manufacturer prices to the Centers for Medicare and Medicaid Services to lower what it owed. Similar claims have been filed against other companies. The case is currently scheduled for trial in January 2020.

HIV Medication Antitrust Lawsuits

The Company and several other manufacturers of HIV medications are defendants in related lawsuits brought by indirect purchasers in the U.S. District Court for the Northern District of California alleging that the defendants’ agreements to develop and sell fixed-dose combination products for the treatment of HIV, including Atripla* and Evotaz, violate antitrust laws.

GOVERNMENT INVESTIGATIONS

Like other pharmaceutical companies, the Company and certain of its subsidiaries are subject to extensive regulation by national, state and local government agencies in the U.S. and other countries in which BMS operates. As a result, the Company, from time to time, is subject to various governmental inquiries and investigations. It is possible that criminal charges, substantial fines and/or civil penalties, could result from government investigations.

ENVIRONMENTAL PROCEEDINGS

As previously reported, the Company is a party to several environmental proceedings and other matters, and is responsible under various state, federal and foreign laws, including CERCLA, for certain costs of investigating and/or remediating contamination resulting from past industrial activity at the Company’s current or former sites or at waste disposal or reprocessing facilities operated by third parties.

CERCLA Matters

With respect to CERCLA matters for which the Company is responsible under various state, federal and foreign laws, the Company typically estimates potential costs based on information obtained from the U.S. Environmental Protection Agency, or counterpart state or foreign agency and/or studies prepared by independent consultants, including the total estimated costs for the site and the expected cost-sharing, if any, with other “potentially responsible parties,” and the Company accrues liabilities when they are probable and reasonably estimable. The Company estimated its share of future costs for these sites to be $66 million at June 30, 2019, which represents the sum of best estimates or, where no best estimate can reasonably be made, estimates of the minimal probable amount among a range of such costs (without taking into account any potential recoveries from other parties). The amount includes the estimated costs for any additional probable loss associated with the previously disclosed North Brunswick Township High School Remediation Site.

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PROPOSED CELGENE ACQUISITION PROPOSED CELGENE ACQUISITION (Notes)

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

CELGENE ACQUISITION

On January 3, 2019, the Company announced that it entered into a definitive merger agreement under which it will acquire Celgene. Under the terms of the agreement, which has been approved by the respective Boards of Directors of the Company and Celgene, if the merger is completed, Celgene shareholders will receive one share of the Company's common stock and $50.00 in cash for each share of Celgene common stock held by them. Celgene shareholders will also receive one tradeable contingent value right for each share of Celgene representing the right to receive $9.00 in cash, which is subject to the achievement of future regulatory milestones. Based on the closing price of a share of the Company's common stock on January 2, 2019, the most recent trading day prior to the date of the announcement, the merger consideration represented approximately $74 billion. The amount of consideration to be received by Celgene shareholders will fluctuate with changes in the price of shares of BMS common stock.

The Company expects to fund the anticipated cash portion of the merger consideration through a combination of available cash, including $18.8 billion of net proceeds raised in the May 2019 issuance of new notes, borrowings under the term loan established earlier in the year and short-term borrowings. The Company also expects to enter into an accelerated share repurchase program of approximately $5.0 billion, subject to Board of Directors’ approval. The ultimate amount of shares to be repurchased may change based on company and market factors. See “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Position, Liquidity and Capital Resources” for a discussion of the Company's financing arrangements in connection with the pending acquisition.

The acquisition was approved by the Company’s and Celgene’s shareholders on April 12, 2019. Consummation of the pending acquisition remains subject to the satisfaction of customary closing conditions and regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals under the antitrust laws of other jurisdictions. With respect to the review of the pending acquisition pursuant to the HSR Act, the Company and Celgene on March 25, 2019 each received a request for additional information and documentary materials (also known as a “second request”) from the FTC in connection with its review. To allow the pending acquisition to close on a timely basis in light of concerns expressed by the FTC, the Company is planning to divest Otezla*. The planned divestiture will be subject to further review by the FTC and will require the Company to enter into a consent decree with the FTC. Once the FTC accepts the consent order and the other customary closing conditions are satisfied, the Company intends to close the Celgene acquisition at the earliest possible date, which it currently expects to be at the end of 2019 or the beginning of 2020.

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BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation, Policy [Policy Text Block]

Bristol-Myers Squibb Company prepared these unaudited consolidated financial statements following the requirements of the SEC and U.S. GAAP for interim reporting. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for the consolidated financial statements included in this Quarterly Report on Form 10-Q, which include all adjustments necessary for a fair presentation of the financial position at June 30, 2019 and December 31, 2018, the results of operations for the three and six months ended June 30, 2019 and 2018, and cash flows for the six months ended June 30, 2019 and 2018. All intercompany balances and transactions have been eliminated. These financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for terms used throughout the document.

Segment Reporting, Policy [Policy Text Block]

The Company operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and supply chain organization are responsible for the discovery, development, manufacturing and supply of products. Regional commercial organizations market, distribute and sell the products. The business is also supported by global corporate staff functions. The determination of a single segment is consistent with the financial information regularly reviewed by the chief executive officer for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. For further information on product and regional revenue, see “—Note 2. Revenue.”

Use of Estimates, Policy [Policy Text Block]

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results and trends in these unaudited consolidated financial statements may not be indicative of full year operating results. The preparation of financial statements requires the use of management estimates, judgments and assumptions. The most significant assumptions are estimates used in determining sales rebate and return accruals; legal contingencies; income taxes; and pension and postretirement benefits. Actual results may differ from estimates.

Reclassification, Policy [Policy Text Block]

Certain prior period amounts were reclassified to conform to the current period presentation. Accrued liabilities, Deferred income and Income taxes payable previously presented separately in Total Current Liabilities in the consolidated balance sheets are now presented as Accrued and other current liabilities. Deferred income and Pension and other liabilities previously presented separately in Total Liabilities in the consolidated balance sheets are now presented as Other non-current liabilities.

New Accounting Pronouncements, Policy [Policy Text Block]

Leases

Amended guidance for lease accounting was adopted on January 1, 2019 using the modified retrospective method with the cumulative effect of the change recognized in retained earnings in the period of adoption. The new guidance requires an entity to recognize a right-of-use asset and a lease liability initially measured at the present value of future lease payments. The cumulative effect of the accounting change was not material. The Company elected the package of practical expedients upon adoption and will apply the practical expedient not to separate lease and non-lease components for new and modified leases commencing after adoption. In addition, the Company applied the short-term lease recognition exemption for leases with terms at inception not greater than 12 months. The amended guidance does not materially impact the Company’s results of operations other than recognition of the operating lease right-of-use asset and lease liability.

Goodwill Impairment Testing

Amended guidance that simplifies the recognition and measurement of a goodwill impairment loss by eliminating Step 2 of the quantitative goodwill impairment test was adopted prospectively in the first quarter of 2019. Under the amended guidance, a goodwill impairment loss is recognized for the amount by which the reporting units carrying amount, including goodwill, exceeds its fair value up to the amount of its allocated goodwill. The adoption of the amended guidance did not have an impact on the Company’s results of operations.

Recently Issued Accounting Standards Not Yet Adopted

Financial Instruments - Measurement of Credit Losses

In June 2016, the FASB issued amended guidance for the measurement of credit losses on financial instruments. Entities will be required to use a forward-looking estimated loss model. Available-for-sale debt security credit losses will be recognized as allowances rather than a reduction in amortized cost. The guidance is effective January 1, 2020 with early adoption permitted in 2019 on a modified retrospective approach. The amended guidance is not expected to materially impact the Company’s results of operations.

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Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2019

Disaggregation of Revenue [Abstract]

Disaggregation of Revenue [Table Text Block]

The following table summarizes the disaggregation of revenue by nature:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Net product sales	$	6,031	$	5,461	$	11,744	$	10,433
Alliance revenues	146		154		275		306
Other revenues	96		89		174		158
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897

Revenue Recognition, Discounts [Policy Text Block]

The following table summarizes GTN adjustments:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Gross product sales	$	8,819		$	7,509		$	16,813		$	14,210
GTN adjustments(a)
Charge-backs and cash discounts	(890		)	(663		)	(1,664		)	(1,246		)
Medicaid and Medicare rebates	(1,090		)	(765		)	(1,890		)	(1,322		)
Other rebates, returns, discounts and adjustments	(808		)	(620		)	(1,515		)	(1,209		)
Total GTN adjustments	(2,788		)	(2,048		)	(5,069		)	(3,777		)
Net product sales	$	6,031		$	5,461		$	11,744		$	10,433

(a)

Includes adjustments to provisions for product sales made in prior periods resulting from changes in estimates of $49 million and $127 million for the three and six months ended June 30, 2019 and $60 million and $110 million for the three and six months ended June 30, 2018, respectively.

Revenue from External Customers by Products and Services [Table Text Block]

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

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Prioritized Brands
Opdivo	$	1,823	$	1,627	$	3,624	$	3,138
Eliquis	2,042		1,650		3,967		3,156
Orencia	778		711		1,418		1,304
Sprycel	544		535		1,003		973
Yervoy	367		315		751		564
Empliciti	91		64		174		119
Established Brands
Baraclude	147		179		288		404
Other Brands	481		623		968		1,239
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897
United States	$	3,667	$	3,230	$	7,116	$	6,008
Europe	1,491		1,408		2,971		2,814
Rest of the World	988		923		1,862		1,796
Other(a)	127		143		244		279
Total Revenues	$	6,273	$	5,704	$	12,193	$	10,897

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ALLIANCES (Tables)

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Alliance Arrangements [Table Text Block]

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Revenues from alliances:
Net product sales	$	2,570		$	2,178		$	4,948		$	4,098
Alliance revenues	146			154			275			306
Total Revenues	$	2,716		$	2,332		$	5,223		$	4,404
Payments to/(from) alliance partners:
Cost of products sold	$	1,080		$	891		$	2,099		$	1,690
Marketing, selling and administrative	(32		)	(28		)	(60		)	(50		)
Research and development	7			1,057			21			1,062
Other income (net)	(16		)	(16		)	(30		)	(30		)

Selected Alliance Balance Sheet information:
Dollars in Millions	June 30, 2019		December 31, 2018
Receivables - from alliance partners	$	351	$	395
Accounts payable - to alliance partners	1,068		904
Deferred income from alliances(a)	469		491

(a)

Includes unamortized upfront and milestone payments.

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ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS DIVESTITURES (Tables)

6 Months Ended

Jun. 30, 2019

DIVESTITURES [Abstract]

Disposal Groups, Including Discontinued Operations [Table Text Block]

	Three Months Ended June 30,
	Proceeds(a)				Divestiture Losses/(Gains)					Royalty Income
Dollars in Millions	2019		2018		2019		2018			2019			2018
Diabetes Business	$	164	$	155	$	—	$	—		$	(161	)	$	(165	)
Erbitux* Business	3		50		—		—			—			(50		)
Manufacturing Operations	1		1		—		—			—			—
Mature Brands and Other	2		2		8		(25		)	(1		)	(2		)
Total	$	170	$	208	$	8	$	(25	)	$	(162	)	$	(217	)

	Six Months Ended June 30,
	Proceeds(a)				Divestiture Losses/(Gains)					Royalty Income
Dollars in Millions	2019		2018		2019		2018			2019			2018
Diabetes Business	$	328	$	243	$	—	$	—		$	(326	)	$	(327	)
Erbitux* Business	8		109		—		—			—			(97		)
Manufacturing Operations	3		159		—		—			—			—
Mature Brands and Other	2		72		8		(70		)	(2		)	(3		)
Total	$	341	$	583	$	8	$	(70	)	$	(328	)	$	(427	)

(a)

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

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ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS ASSETS HELD-FOR-SALE (Tables)

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Disclosure of Long Lived Assets Held-for-sale [Table Text Block]

The following table summarizes the net assets held-for-sale as of June 30, 2019 and December 31, 2018.

Dollars in Millions	June 30, 2019		December 31, 2018
Cash and cash equivalents	$	18	$	—
Receivables	40		79
Inventories	94		81
Property, plant and equipment	229		187
Goodwill	132		127
Other	23		5
Assets held-for-sale	$	536	$	479
Accounts payable	$	31	$	35
Accrued and other current liabilities	81		78
Deferred income taxes	26		25
Other liabilities	25		14
Liabilities related to assets held-for-sale	$	163	$	152
Net assets held-for-sale	$	373	$	327

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OTHER INCOME (NET) (Tables)

6 Months Ended

Jun. 30, 2019

Other Nonoperating Income (Expense) [Abstract]

Schedule Of Other Income Expense [Table Text Block]

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Interest expense	$	123		$	45		$	168		$	91
Investment income	(119		)	(38		)	(175		)	(74		)
Equity investment (gains)/losses	(71		)	356			(246		)	341
Provision for restructuring	10			37			22			57
Acquisition expenses	303			—			468			—
Integration expenses	106			—			128			—
Litigation and other settlements	—			(1		)	1			(1		)
Equity in net income of affiliates	—			(27		)	—			(51		)
Divestiture losses/(gains)	8			(25		)	8			(70		)
Royalties and licensing income	(303		)	(353		)	(611		)	(720		)
Transition and other service fees	(2		)	(1		)	(4		)	(5		)
Pension and postretirement	26			(19		)	70			(30		)
Intangible asset impairment	15			—			15			64
Other	5			22			(3		)	(6		)
Other income (net)	$	101		$	(4	)	$	(159	)	$	(404	)

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RESTRUCTURING (Tables)

6 Months Ended

Jun. 30, 2019

Restructuring Charges [Abstract]

Restructuring and Related Costs [Table Text Block]

The following tables summarize the charges and activity related to the restructuring actions:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Employee termination costs	$	3	$	26	$	7	$	35
Other termination costs	7		11		15		22
Provision for restructuring	10		37		22		57
Accelerated depreciation	32		31		63		52
Asset impairments	109		—		110		10
Other shutdown costs	—		2		—		5
Total charges	$	151	$	70	$	195	$	124

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2019		2018		2019		2018
Cost of products sold	$	122	$	14	$	134	$	27
Marketing, selling and administrative	—		—		1		1
Research and development	19		19		38		39
Other income (net)	10		37		22		57
Total charges	$	151	$	70	$	195	$	124

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

	Six Months Ended June 30,
Dollars in Millions	2019			2018
Liability at December 31	$	99		$	186
Cease-use lease liability reclassification	(3		)	—
Liability at January 1	96			186
Charges	27			61
Change in estimates	(5		)	(4		)
Provision for restructuring	22			57
Foreign currency translation	—			1
Payments	(74		)	(129		)
Liability at June 30	$	44		$	115

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INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes [Table Text Block]

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Earnings Before Income Taxes	$	1,776		$	517		$	3,755		$	2,296
Provision for Income Taxes	337			135			601			419
Effective Tax Rate	19.0		%	26.1		%	16.0		%	18.2		%

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
Amounts in Millions, Except Per Share Data	2019		2018		2019		2018
Net Earnings Attributable to BMS used for Basic and Diluted EPS Calculation	$	1,432	$	373	$	3,142	$	1,859
Weighted-average common shares outstanding - basic	1,636		1,633		1,635		1,633
Incremental shares attributable to share-based compensation plans	1		3		2		5
Weighted-average common shares outstanding - diluted	1,637		1,636		1,637		1,638
Earnings per share - basic	$	0.88	$	0.23	$	1.92	$	1.14
Earnings per share - diluted	0.87		0.23		1.92		1.13

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

	June 30, 2019					December 31, 2018
Dollars in Millions	Level 1		Level 2			Level 1		Level 2
Cash and cash equivalents - money market and other investments	$	—	$	27,797		$	—	$	6,173
Marketable securities
Certificates of deposit	—		166			—		971
Commercial paper	—		30			—		273
Corporate debt securities	—		1,751			—		2,379
Equity investments	—		—			—		125
Derivative assets	—		46			—		44
Equity investments	207		288			88		266
Derivative liabilities	—		(255		)	—		(31		)

Available-for-sale Securities [Table Text Block]

Changes in fair value of equity investments are included in Other income (net). The following table summarizes the Company's available-for-sale debt securities and equity investments:

	June 30, 2019									December 31, 2018
Dollars in Millions	Amortized Cost		Gross Unrealized							Amortized Cost		Gross Unrealized
			Gains		Losses			Fair Value				Gains		Losses			Fair Value
Certificates of deposit	$	166	$	—	$	—		$	166	$	971	$	—	$	—		$	971
Commercial paper	30		—		—			30		273		—		—			273
Corporate debt securities	1,749		4		(2		)	1,751		2,416		—		(37		)	2,379
	$	1,945	$	4	$	(2	)	$	1,947	$	3,660	$	—	$	(37	)	$	3,623
Equity investments								495									479
Total								$	2,442								$	4,102

Dollars in Millions	June 30, 2019		December 31, 2018
Current marketable securities	$	953	$	1,973
Non-current marketable securities(a)	994		1,775
Other assets	495		354
Total	$	2,442	$	4,102

(a) All non-current marketable securities mature within five years as of June 30, 2019 and December 31, 2018.

Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block]

The following table summarizes the net gain/(loss) recorded for equity investments with readily determinable fair values held as of June 30, 2019 and 2018:

	Three Months Ended June 30,					Six Months Ended June 30,
Dollars in Millions	2019		2018			2019		2018
Net gain/(loss) recognized	$	59	$	(374	)	$	154	$	(359	)
Less: Net gain/(loss) recognized for equity investments sold	—		—			14		—
Net unrealized gain/(loss) on equity investments held	$	59	$	(374	)	$	140	$	(359	)

Schedule of Derivatives and Fair Value [Table Text Block]

The following table summarizes the fair value of outstanding derivatives:

	June 30, 2019									December 31, 2018
	Asset(a)				Liability(b)					Asset(a)				Liability(b)
Dollars in Millions	Notional		Fair Value		Notional		Fair Value			Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedging instruments:
Interest rate swap contracts	$	255	$	6	$	—	$	—		$	—	$	—	$	755	$	(10	)
Cross-currency interest rate swap contracts	50		1		250		(3		)	50		—		250		(5		)
Foreign currency forward contracts	1,150		38		666		(10		)	1,503		44		496		(10		)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	176		1		453		(2		)	54		—		600		(6		)
Deal contingent forward starting interest rate swap contracts	—		—		10,350		(240		)	—		—		—		—

(a) Included in prepaid expenses and other and other assets.

(b)

Included in accrued and other current liabilities and other non-current liabilities.

Derivative Instruments, Gain (Loss) [Table Text Block]

The following table summarizes the financial statement classification and amount of gain/(loss) recognized on hedging instruments:

	Three Months Ended June 30, 2019					Six Months Ended June 30, 2019
Dollars in Millions	Cost of products sold		Other income (net)			Cost of products sold		Other income (net)
Interest rate swap contracts	$	—	$	7		$	—	$	12
Cross-currency interest rate swap contracts	—		2			—		4
Foreign currency forward contracts	26		11			56		2
Forward starting interest rate swap option contracts	—		—			—		(35		)
Deal contingent forward starting interest rate swap contracts	—		(240		)	—		(240		)

	Three Months Ended June 30, 2018					Six Months Ended June 30, 2018
Dollars in Millions	Cost of products sold			Other income (net)		Cost of products sold			Other income (net)
Interest rate swap contracts	$	—		$	6	$	—		$	13
Cross-currency interest rate swap contracts	—			2		—			4
Foreign currency forward contracts	(13		)	16		(33		)	7

Gain/(Loss) on Hedging Activity [Table Text Block]

The following table summarizes the effect of derivative and non-derivative instruments designated as hedging instruments in Other Comprehensive Income/(Loss):

	Three Months Ended June 30,					Six Months Ended June 30,
Dollars in Millions	2019			2018		2019			2018
Derivatives qualifying as cash flow hedges
Foreign currency forward contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)(a)	$	(6	)	$	83	$	39		$	45
Reclassified to Cost of products sold	(26		)	13		(56		)	33
Derivatives qualifying as net investment hedges
Cross-currency interest rate swap contracts gain/(loss):
Recognized in Other Comprehensive Income/(Loss)	(4		)	12		2			(4		)
Non-derivatives qualifying as net investment hedges
Non U.S. dollar borrowings gain/(loss):
Recognized in Other Comprehensive Income/(Loss)	(6		)	62		2			16

(a)

The amount is expected to be reclassified into earnings in the next 12 months.

Schedule of Short-term Debt [Table Text Block]

Short-term debt obligations include:

Dollars in Millions	June 30, 2019		December 31, 2018
Non-U.S. short-term borrowings	$	355	$	320
Current portion of long-term debt	—		1,249
Other	190		134
Total	$	545	$	1,703

Schedule of Fair Value and Other Adjustments to Long Term Debt [Table Text Block]

Long-term debt and the current portion of long-term debt include:

Dollars in Millions	June 30, 2019			December 31, 2018
Principal Value	$	24,515		$	6,776
Adjustments to Principal Value
Fair value of interest rate swap contracts	6			(10		)
Unamortized basis adjustment from swap terminations	188			201
Unamortized bond discounts and issuance costs	(276		)	(72		)
Total	$	24,433		$	6,895
Current portion of long-term debt	$	—		$	1,249
Long-term debt	24,433			5,646

Schedule of Note Issuances [Table Text Block]

The following table summarizes the note issuances:

Dollars in Millions	2019
Principal Value:
Floating Rate Notes due 2020	$	750
Floating Rate Notes due 2022	500
2.550% Notes due 2021	1,000
2.600% Notes due 2022	1,500
2.900% Notes due 2024	3,250
3.200% Notes due 2026	2,250
3.400% Notes due 2029	4,000
4.125% Notes due 2039	2,000
4.250% Notes due 2049	3,750
Total	$	19,000
Proceeds net of discount and deferred loan issuance costs	$	18,790

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RECEIVABLES (Tables)

6 Months Ended

Jun. 30, 2019

Accounts Receivable, Net [Abstract]

Schedule Of Receivables [Table Text Block]

Dollars in Millions	June 30, 2019			December 31, 2018
Trade receivables	$	4,822		$	4,914
Less charge-backs and cash discounts	(281		)	(245		)
Less bad debt allowances	(38		)	(33		)
Net trade receivables	4,503			4,636
Prepaid and refundable income taxes	166			218
Alliance, royalties, VAT and other	998			1,111
Receivables	$	5,667		$	5,965

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2019

Inventory, Net [Abstract]

Inventories [Table Text Block]

Dollars in Millions	June 30, 2019		December 31, 2018
Finished goods	$	460	$	396
Work in process	916		1,026
Raw and packaging materials	217		202
Total inventories	$	1,593	$	1,624
Inventories	$	1,308	$	1,195
Other assets(a)	285		429

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PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Dollars in Millions	June 30, 2019			December 31, 2018
Land	$	105		$	104
Buildings	5,257			5,231
Machinery, equipment and fixtures	2,879			2,962
Construction in progress	453			548
Gross property, plant and equipment	8,694			8,845
Less accumulated depreciation	(3,845		)	(3,818		)
Property, plant and equipment	$	4,849		$	5,027

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LEASES Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Lease, Cost [Table Text Block]

Dollars in Millions	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Operating lease cost	$	28		$	55
Variable lease cost	4			10
Short-term lease cost	5			10
Sublease income	(2		)	(2		)
Total operating lease expense	$	35		$	73

Balance Sheet Information Related to Leases [Table Text Block]

Dollars in Millions	June 30, 2019		January 1, 2019
Other assets	$	509	$	543
Accrued and other current liabilities	67		40
Other non-current liabilities	516		548
Total liabilities	$	583	$	588

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Dollars in Millions	Operating Leases
2019 (excluding the six months ended June 30, 2019)	$	46
2020	85
2021	75
2022	70
2023	61
Thereafter	395
Total future lease payments	732
Less imputed interest	149
Total lease liability	$	583

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Intangible Assets By Major Class [Table Text Block]

Dollars in Millions	Estimated Useful Lives	June 30, 2019			December 31, 2018
Goodwill		$	6,533		$	6,538
Other intangible assets:
Licenses	5 – 15 years	$	482		$	510
Developed technology rights	9 – 15 years	2,357			2,357
Capitalized software	3 – 10 years	1,201			1,156
IPRD		—			32
Gross other intangible assets		4,040			4,055
Less accumulated amortization		(3,045		)	(2,964		)
Other intangible assets		$	995		$	1,091

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ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2019

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Dollars in Millions	June 30, 2019		December 31, 2018
Rebates and returns	$	2,633	$	2,417
Employee compensation and benefits	443		848
Research and development	884		805
Dividends	671		669
Royalties	361		391
Deal contingent forward starting interest rate swap contracts	240		—
Branded Prescription Drug Fee	263		188
Liabilities related to assets held-for-sale	163		152
Litigation and other settlements	80		118
Operating leases	67		—
Restructuring	38		85
Pension and postretirement benefits	35		35
Deferred income	92		172
Income taxes payable	360		398
Other	831		781
Accrued and other current liabilities	$	7,161	$	7,059

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EQUITY (Tables)

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Schedule of Stock by Class [Table Text Block]

The following table summarizes changes in equity for the six months ended June 30, 2019:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value										Shares		Cost
Balance at December 31, 2018	2,208	$	221	$	2,081	$	(2,762	)	$	34,065		576		$	(19,574	)	$	96
Accounting change - cumulative effect(a)	—	—		—		—			5			—		—			—
Adjusted balance at January 1, 2019	2,208	221		2,081		(2,762		)	34,070			576		(19,574		)	96
Net earnings	—	—		—		—			1,710			—		—			5
Other Comprehensive Income/(Loss)	—	—		—		118			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		22		—			—			(4	)	3			—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2019	2,208	$	221	$	2,103	$	(2,644	)	$	35,109		572		$	(19,571	)	$	99
Net earnings	—	—		—		—			1,432			—		—			7
Other Comprehensive Income/(Loss)	—	—		—		23			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(671		)	—		—			—
Stock compensation	—	—		47		—			—			—		—			—
Distributions	—	—		—		—			—			—		—			(4		)
Balance at June 30, 2019	2,208	$	221	$	2,150	$	(2,621	)	$	35,870		572		$	(19,571	)	$	102

(a) Refer to “—Note 1. Basis of Presentation and Recently Issued Accounting Standards” for additional information.

(b) Cash dividends declared per common share were $0.41 for the three months ended March 31, 2019 and June 30, 2019.

The following table summarizes changes in equity for the six months ended June 30, 2018:

	Common Stock			Capital in Excess of Par Value of Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Treasury Stock					Noncontrolling Interest
Dollars and Shares in Millions	Shares	Par Value										Shares		Cost
Balance at December 31, 2017	2,208	$	221	$	1,898	$	(2,289	)	$	31,160		575		$	(19,249	)	$	106
Accounting change - cumulative effect(a)	—	—		—		(34		)	332			—		—			—
Adjusted balance at January 1, 2018	2,208	$	221	$	1,898	$	(2,323	)	$	31,492		575		$	(19,249	)	$	106
Net earnings	—	—		—		—			1,486			—		—			9
Other Comprehensive Income/(Loss)	—	—		—		89			—			—		—			—
Cash dividends declared(b)	—	—		—		—			(655		)	—		—			—
Stock repurchase program	—	—		—		—			—			3		(166		)	—
Stock compensation	—	—		18		—			—			(4	)	(18		)	—
Distributions	—	—		—		—			—			—		—			(2		)
Balance at March 31, 2018	2,208	$	221	$	1,916	$	(2,234	)	$	32,323		574		$	(19,433	)	$	113
Net earnings	—	—		—		—			373			—		—			9
Other Comprehensive Income/(Loss)	—	—		—		(100		)	—			—		—			—
Cash dividends declared(b)	—	—		—		—			(652		)	—		—			—
Stock repurchase program	—	—		—		—			—			2		(147		)	—
Stock compensation	—	—		50		—			—			—		—			—
Distributions	—	—		—		—			—			—		—			(21		)
Balance at June 30, 2018	2,208	$	221	$	1,966	$	(2,334	)	$	32,044		576		$	(19,580	)	$	101

(a) Refer to “—Note 1. Accounting Policies and Recently Issued Accounting Standards” in the Company's 2018 Form 10-K for additional information.

(b) Cash dividends declared per common share were $0.40 for the three months ended March 31, 2018 and June 30, 2018.

Schedule of Comprehensive Income Loss [Table Text Block]

The components of Other Comprehensive Income/(Loss) were as follows:

	2019									2018
Dollars in Millions	Pretax			Tax			After tax			Pretax			Tax			After tax
Three Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)	$	(6	)	$	1		$	(5	)	$	83		$	(10	)	$	73
Reclassified to net earnings(a)	(26		)	3			(23		)	13			(1		)	12
Derivatives qualifying as cash flow hedges	(32		)	4			(28		)	96			(11		)	85
Pension and postretirement benefits:
Actuarial (losses)/gains	(12		)	3			(9		)	—			—			—
Amortization(b)	16			(2		)	14			16			(3		)	13
Settlements(b)	44			(10		)	34			38			(8		)	30
Pension and postretirement benefits	48			(9		)	39			54			(11		)	43
Available-for-sale securities:
Unrealized gains/(losses)	13			—			13			(8		)	1			(7		)
Foreign currency translation	(3		)	2			(1		)	(204		)	(17		)	(221		)
Total Other Comprehensive Income/(Loss)	$	26		$	(3	)	$	23		$	(62	)	$	(38	)	$	(100	)
Six Months Ended June 30,
Derivatives qualifying as cash flow hedges:
Unrealized gains/(losses)	$	39		$	(4	)	$	35		$	45		$	(4	)	$	41
Reclassified to net earnings(a)	(56		)	7			(49		)	33			(8		)	25
Derivatives qualifying as cash flow hedges	(17		)	3			(14		)	78			(12		)	66
Pension and postretirement benefits:
Actuarial (losses)/gains	(14		)	3			(11		)	112			(24		)	88
Amortization(b)	33			(6		)	27			36			(6		)	30
Settlements(b)	93			(21		)	72			69			(15		)	54
Pension and postretirement benefits	112			(24		)	88			217			(45		)	172
Available-for-sale securities:
Unrealized gains/(losses)	36			—			36			(40		)	7			(33		)
Realized losses	3			—			3			—			—			—
Available-for-sale securities	39			—			39			(40		)	7			(33		)
Foreign currency translation	29			(1		)	28			(211		)	(5		)	(216		)
Total Other Comprehensive Income/(Loss)	$	163		$	(22	)	$	141		$	44		$	(55	)	$	(11	)

(a) Included in Cost of products sold.

(b) Included in Other income (net).

Schedule of Accumulated Other Comprehensive Income Loss [Table Text Block]

The accumulated balances related to each component of Other Comprehensive Income/(Loss), net of taxes, were as follows:

Dollars in Millions	June 30, 2019			December 31, 2018
Derivatives qualifying as cash flow hedges	$	37		$	51
Pension and postretirement benefits	(2,014		)	(2,102		)
Available-for-sale securities	9			(30		)
Foreign currency translation	(653		)	(681		)
Accumulated other comprehensive loss	$	(2,621	)	$	(2,762	)

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PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2019

Retirement Benefits [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

The net periodic benefit cost/(credit) of defined benefit pension plans includes:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2019			2018			2019			2018
Service cost – benefits earned during the year	$	5		$	7		$	12		$	14
Interest cost on projected benefit obligation	37			50			81			96
Expected return on plan assets	(70		)	(109		)	(134		)	(218		)
Amortization of prior service credits	(1		)	(1		)	(2		)	(2		)
Amortization of net actuarial loss	17			19			35			40
Curtailments and settlements	44			38			93			69
Net periodic pension benefit cost/(credit)	$	32		$	4		$	85		$	(1	)

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REVENUE RECOGNITION Revenue by Nature (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 6,273	$ 5,704	$ 12,193	$ 10,897
Sales Revenue, Net [Member]
Disaggregation of Revenue [Line Items]
Revenues	6,031	5,461	11,744	10,433
Other revenues [Member]
Disaggregation of Revenue [Line Items]
Revenues	96	89	174	158
Collaborative Arrangement [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,716	2,332	5,223	4,404
Collaborative Arrangement [Member] | Sales Revenue, Net [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,570	2,178	4,948	4,098
Collaborative Arrangement [Member] | Collaborative Arrangement [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 146	$ 154	$ 275	$ 306

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REVENUE RECOGNITION Gross-to-Net Adjustments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Gross to Net Adjustments [Line Items]
Revenues	$ 6,273	$ 5,704	$ 12,193	$ 10,897
Gross to Net Adjustments	(2,788)	(2,048)	(5,069)	(3,777)
Prior Period Gross to Net Adjustment Impacted by New Accounting Pronouncement	49	60	127	110
Sales Revenue, Gross [Member]
Gross to Net Adjustments [Line Items]
Revenues	8,819	7,509	16,813	14,210
Sales Revenue, Net [Member]
Gross to Net Adjustments [Line Items]
Revenues	6,031	5,461	11,744	10,433
Charge-backs and cash discounts [Member]
Gross to Net Adjustments [Line Items]
Gross to Net Adjustments	(890)	(663)	(1,664)	(1,246)
Medicaid and Medicare rebates [Member]
Gross to Net Adjustments [Line Items]
Gross to Net Adjustments	(1,090)	(765)	(1,890)	(1,322)
Other rebates, returns, discounts and adjustments [Member]
Gross to Net Adjustments [Line Items]
Gross to Net Adjustments	$ (808)	$ (620)	$ (1,515)	$ (1,209)

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REVENUE RECOGNITION Revenue by Product by Region (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue from External Customer [Line Items]
Revenues	$ 6,273	$ 5,704	$ 12,193	$ 10,897
Opdivo [Member]
Revenue from External Customer [Line Items]
Revenues	1,823	1,627	3,624	3,138
Eliquis [Member]
Revenue from External Customer [Line Items]
Revenues	2,042	1,650	3,967	3,156
Orencia [Member]
Revenue from External Customer [Line Items]
Revenues	778	711	1,418	1,304
Sprycel [Member]
Revenue from External Customer [Line Items]
Revenues	544	535	1,003	973
Yervoy [Member]
Revenue from External Customer [Line Items]
Revenues	367	315	751	564
Empliciti [Member]
Revenue from External Customer [Line Items]
Revenues	91	64	174	119
Baraclude [Member]
Revenue from External Customer [Line Items]
Revenues	147	179	288	404
Mature Products And All Other [Member]
Revenue from External Customer [Line Items]
Revenues	481	623	968	1,239
UNITED STATES
Revenue from External Customer [Line Items]
Revenues	3,667	3,230	7,116	6,008
European Union [Member]
Revenue from External Customer [Line Items]
Revenues	1,491	1,408	2,971	2,814
Rest Of World [Member]
Revenue from External Customer [Line Items]
Revenues	988	923	1,862	1,796
Other Region [Member]
Revenue from External Customer [Line Items]
Revenues	$ 127	$ 143	$ 244	$ 279

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REVENUE RECOGNITION Narratives (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue by Product by Region [Abstract]
Contract with Customer, Performance Obligation Satisfied in Previous Period	$ 117	$ 150	$ 264	$ 300

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ALLIANCES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Alliance Statement [Line Items]
Revenues	$ 6,273	$ 5,704	$ 12,193	$ 10,897
Cost of Goods and Services Sold	1,992	1,625	3,836	3,209
Other Nonoperating Income (Expense)	101	(4)	(159)	(404)
Receivables	5,667		5,667		$ 5,965
Accounts payable	2,005		2,005		1,892
Collaborative Arrangement [Member]
Alliance Statement [Line Items]
Revenues	2,716	2,332	5,223	4,404
Cost of Goods and Services Sold	1,080	891	2,099	1,690
Selling, General and Administrative Expense - Collaborative Arrangement	(32)	(28)	(60)	(50)
Research and Development Expense - Collaborative Arrangement	7	1,057	21	1,062
Other Nonoperating Income (Expense)	(16)	(16)	(30)	(30)
Receivables	351		351		395
Accounts payable	1,068		1,068		904
Deferred income from alliances	469		469		$ 491
Sales Revenue, Net [Member]
Alliance Statement [Line Items]
Revenues	6,031	5,461	11,744	10,433
Sales Revenue, Net [Member] | Collaborative Arrangement [Member]
Alliance Statement [Line Items]
Revenues	2,570	2,178	4,948	4,098
Collaborative Arrangement [Member] | Collaborative Arrangement [Member]
Alliance Statement [Line Items]
Revenues	$ 146	$ 154	$ 275	$ 306

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ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS ACQUISITIONS (Details) $ in Millions	Jun. 30, 2019 USD ($)
Business Combinations [Abstract]
Asset acquisition subsequent milestone payment	$ 25

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DIVESTITURES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses, Net of Cash Divested	$ 170	$ 208	$ 341	$ 583
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	8	(25)	8	(70)
Business Sale Royalty Income	(162)	(217)	(328)	(427)
Diabetes business [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses, Net of Cash Divested	164	155	328	243
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	0	0	0	0
Business Sale Royalty Income	(161)	(165)	(326)	(327)
Erbitux [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses, Net of Cash Divested	3	50	8	109
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	0	0	0	0
Business Sale Royalty Income	0	(50)	0	(97)
Manufacturing Facility in Swords, Ireland [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses, Net of Cash Divested	1	1	3	159
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	0	0	0	0
Business Sale Royalty Income	0	0	0	0
Other divestitures [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses, Net of Cash Divested	2	2	2	72
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	8	(25)	8	(70)
Business Sale Royalty Income	$ (1)	$ (2)	$ (2)	$ (3)

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ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS ASSETS HELD-FOR-SALE (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal			$ (8)	$ 25	$ (8)	$ 70
Cash and cash equivalents			28,404	$ 4,999	28,404	$ 4,999	$ 6,911	$ 5,421
Receivables			5,667		5,667		5,965
Inventories			1,308		1,308		1,195
Property, plant and equipment			4,849		4,849		5,027
Goodwill			6,533		6,533		6,538
Total Assets			55,163		55,163		34,986
Accounts payable			2,005		2,005		1,892
Other liabilities, noncurrent			1,897		1,897		1,516
Total Liabilities			39,012		39,012		20,859
Scenario, Forecast [Member] | UPSA [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sales of Business, Affiliate and Productive Assets		$ 1,600
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal		$ 1,200
Scenario, Forecast [Member] | ANAGNI [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Sales of Business, Affiliate and Productive Assets	$ 50
Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents			18		18		0
Receivables			40		40		79
Inventories			94		94		81
Property, plant and equipment			229		229		187
Goodwill			132		132		127
Other Assets			23		23		5
Total Assets			536		536		479
Accounts payable			31		31		35
Accrued liabilities			81		81		78
Deferred Tax Liabilities, Net			26		26		25
Other liabilities, noncurrent			25		25		14
Total Liabilities			163		163		152
Net Assets			$ 373		373		$ 327
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ANAGNI [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Tangible Asset Impairment Charges					$ 109

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OTHER INCOME (NET) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Other Nonoperating Income (Expense) [Abstract]
Interest expense	$ 123	$ 45	$ 168	$ 91
Investment income	(119)	(38)	(175)	(74)
Equity investment, gain (loss)	(71)	356	(246)	341
Provision for restructuring	10	37	22	57
Business Acquisition, Transaction Costs	303	0	468	0
Business Combination, Integration Related Costs	106	0	128	0
Litigation and other settlements	0	(1)	1	(1)
Equity in net income of affiliates	0	(27)	0	(51)
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	8	(25)	8	(70)
Royalties and licensing income	(303)	(353)	(611)	(720)
Transition and other service fees	(2)	(1)	(4)	(5)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	26	(19)	70	(30)
Impairment of Intangible Assets, Finite-lived	15	0	15	64
Other	5	22	(3)	(6)
Other Nonoperating Income (Expense)	$ 101	$ (4)	$ (159)	$ (404)

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RESTRUCTURING (Details) $ in Millions			3 Months Ended		6 Months Ended
	Jan. 01, 2019 USD ($)	Jan. 01, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Cost Incurred to Date			$ 1,300		$ 1,300
Restructuring and Related Cost, Number of Positions Eliminated					100	300
Employee termination costs			3	$ 26	$ 7	$ 35
Other Restructuring Costs			7	11	15	22
Provision for restructuring			10	37	22	57
Accelerated depreciation			32	31	63	52
Restructuring Related Costs, Asset Impairments			109	0	110	10
Other shutdown costs			0	2	0	5
Restructuring Costs and Asset Impairment Charges			151	70	195	124
Liability at Beginning of Period	$ 99	$ 186			99	186
Restructuring Reserve, Translation and Other Adjustment	(3)	0
Restructuring Reserve, Period Increase (Decrease)					27	61
Change in estimates					(5)	(4)
Foreign currency translation					0	1
Spending					(74)	(129)
Liability at End of Period	$ 96	$ 186	44	115	44	115
Cost of Products Sold
Restructuring Cost and Reserve [Line Items]
Restructuring Costs and Asset Impairment Charges			122	14	134	27
Selling, General and Administrative Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs and Asset Impairment Charges			0	0	1	1
Research and Development Expense [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs and Asset Impairment Charges			19	19	38	39
Other Operating Income (Expense) [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs and Asset Impairment Charges			10	$ 37	22	$ 57
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost			1,500		$ 1,500
Cash outlays percentage					40.00%
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost			$ 2,000		$ 2,000
Cash outlays percentage					50.00%

XML

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Earnings Before Income Taxes	$ 1,776	$ 517	$ 3,755	$ 2,296
Income Tax Expense (Benefit)	$ 337	$ 135	$ 601	$ 419
Effective Income Tax Rate Reconciliation, Percent	19.00%	26.10%	16.00%	18.20%
Increase in Effective Income Tax Rate due to Discrete Items	0.50%	8.60%	0.60%	0.90%
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Decrease in Unrecognized Tax Benefits is Reasonably Possible	$ 365		$ 365
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Decrease in Unrecognized Tax Benefits is Reasonably Possible	$ 405		$ 405

XML

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Earnings Per Share [Abstract]
Net earnings attributable to BMS used for Basic and Diluted EPS Calculation	$ 1,432	$ 373	$ 3,142	$ 1,859
Weighted-average common shares outstanding - basic	1,636	1,633	1,635	1,633
Incremental shares attributable to share-based compensation plans	1	3	2	5
Weighted-average common shares outstanding - diluted	1,637	1,636	1,637	1,638
Earnings Per Share, Basic	$ 0.88	$ 0.23	$ 1.92	$ 1.14
Earnings Per Share, Diluted	$ 0.87	$ 0.23	$ 1.92	$ 1.13

XML

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Fair Value Measurement) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	$ 1,947		$ 1,947		$ 3,623
Equity Securities, FV-NI	495		495		479
Debt Securities, Available-for-sale, Amortized Cost	1,945		1,945		3,660
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax	4		4		0
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax	(2)		(2)		(37)
Total securities	2,442		2,442		4,102
Investments, Fair Value Disclosure	2,442		2,442		4,102
Debt Instrument, Face Amount	24,515		24,515		6,776
Equity Securities without Readily Determinable Fair Value, Amount	191		191		206
Equity Securities, FV-NI, Gain (Loss)	59	$ (374)	154	$ (359)
Equity Securities, FV-NI, Realized Gain (Loss)	0	0	14	0
Equity Securities, FV-NI, Unrealized Gain (Loss)	59	$ (374)	140	$ (359)
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0		0		0
Derivative asset	0		0		0
Derivative Liability	0		0		0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	27,797		27,797		6,173
Derivative asset	46		46		44
Derivative Liability	(255)		(255)		(31)
Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	166		166		971
Debt Securities, Available-for-sale, Amortized Cost	166		166		971
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax	0		0		0
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax	0		0		0
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	0		0		0
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	166		166		971
Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	30		30		273
Debt Securities, Available-for-sale, Amortized Cost	30		30		273
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax	0		0		0
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax	0		0		0
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	0		0		0
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	30		30		273
Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	1,751		1,751		2,379
Debt Securities, Available-for-sale, Amortized Cost	1,749		1,749		2,416
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax	4		4		0
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax	(2)		(2)		(37)
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	0		0		0
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities, Available-for-sale	1,751		1,751		2,379
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, FV-NI	0		0		0
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, FV-NI	0		0		125
Other Current Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	953		953		1,973
Other Investments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	994		994		1,775
Other Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	495		495		354
Other Assets [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, FV-NI	207		207		88
Other Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Securities, FV-NI	288		288		266
Portion at Other than Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Method Investments	142		142		$ 114
$19 Billion Senior Unsecured Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Instrument, Face Amount	$ 19,000		$ 19,000

XML

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Derivatives and Hedging) (Details) € in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 EUR (€)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Derivative [Line Items]
Debt Instrument, Face Amount						$ 24,515	$ 6,776
Derivative, Basis Spread on Variable Rate					4.60%	4.60%
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax	$ (6)	$ 83	$ 39	$ 45
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax	(26)	13	(56)	33
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	(3)	(204)	29	(211)
Designated as Hedging Instrument [Member]
Derivative [Line Items]
Debt Instrument, Face Amount					€ 950	$ 1,100
Non-Derivatives Qualifying as Net Investment Hedges Reclassified to Earnings	(2)	16
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	(6)	62	2	16
Cross Currency Interest Rate Contract [Member]
Derivative [Line Items]
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax	(4)	12	2	(4)
Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative asset						1	0
Derivative Liability						(3)	(5)
Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Assets [Member]
Derivative [Line Items]
Derivative, Notional Amount						50	50
Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Liability [Member]
Derivative [Line Items]
Derivative, Notional Amount						250	250
Interest Rate Swap [Member]
Derivative [Line Items]
Derivative Liability						6	(10)
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative asset						6	0
Derivative Liability						0	(10)
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Assets [Member]
Derivative [Line Items]
Derivative, Notional Amount						255	0
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Liability [Member]
Derivative [Line Items]
Derivative, Notional Amount						0	755
Foreign Exchange Forward [Member]
Derivative [Line Items]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax	(6)	83	39	45
Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative asset						38	44
Derivative Liability						(10)	(10)
Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | Assets [Member]
Derivative [Line Items]
Derivative, Notional Amount						1,150	1,503
Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | Liability [Member]
Derivative [Line Items]
Derivative, Notional Amount						666	496
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative asset						1	0
Derivative Liability						(2)	(6)
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | Assets [Member]
Derivative [Line Items]
Derivative, Notional Amount						176	54
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | Liability [Member]
Derivative [Line Items]
Derivative, Notional Amount						453	600
Forward Starting Interest Rate Swap Contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount						7,600
Deal Contingent Forward Starting Interest Rate Swap Contracts [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount						10,400
Derivative asset						0	0
Derivative Liability						(240)	0
Deal Contingent Forward Starting Interest Rate Swap Contracts [Member] | Not Designated as Hedging Instrument [Member] | Assets [Member]
Derivative [Line Items]
Derivative, Notional Amount						0	0
Deal Contingent Forward Starting Interest Rate Swap Contracts [Member] | Not Designated as Hedging Instrument [Member] | Liability [Member]
Derivative [Line Items]
Derivative, Notional Amount						10,350	0
Euro Member Countries, Euro | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount						996
Japan, Yen | Cross Currency Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount							$ 300
Japan, Yen | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, Notional Amount						$ 476
Cost of Sales [Member] | Cross Currency Interest Rate Contract [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	0	0	0	0
Cost of Sales [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	0	0	0	0
Cost of Sales [Member] | Foreign Exchange Forward [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	26	(13)	56	(33)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax	(26)	13	(56)	33
Cost of Sales [Member] | Forward Starting Interest Rate Swap Contracts [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	0		0
Cost of Sales [Member] | Deal Contingent Forward Starting Interest Rate Swap [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	0		0
Interest Expense [Member] | Cross Currency Interest Rate Contract [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	2	2	4	4
Interest Expense [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	7	6	12	13
Interest Expense [Member] | Foreign Exchange Forward [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	11	$ 16	2	$ 7
Interest Expense [Member] | Forward Starting Interest Rate Swap Contracts [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	0		(35)
Interest Expense [Member] | Deal Contingent Forward Starting Interest Rate Swap [Member]
Derivative [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (240)		$ (240)
London Interbank Offered Rate (LIBOR) [Member]
Derivative [Line Items]
Derivative, Variable Interest Rate					2.40%	2.40%

XML

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Debt) (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Short-term Bank Loans and Notes Payable	$ 355,000,000	$ 355,000,000			$ 320,000,000
Current portion of long-term debt	0	0			1,249,000,000
Other Short-term Borrowings	190,000,000	190,000,000			134,000,000
Bank drafts and short-term borrowings	545,000,000	545,000,000			1,703,000,000
Debt Instrument, Face Amount	24,515,000,000	24,515,000,000			6,776,000,000
Adjustments to Principal Value, Unamortized basis adjustment from swap terminations	188,000,000	188,000,000			201,000,000
Debt Instrument, Unamortized Discount	(276,000,000)	(276,000,000)			(72,000,000)
Long-term Debt	24,433,000,000	24,433,000,000			6,895,000,000
Long-term debt	24,433,000,000	24,433,000,000			5,646,000,000
Long-term debt, fair value	25,900,000,000	25,900,000,000			7,100,000,000
Interest payments		110,000,000	$ 117,000,000
Interest Rate Swap [Member]
Debt Instrument [Line Items]
Derivative Liability	$ 6,000,000	6,000,000			$ (10,000,000)
Bridge Loan [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity				$ 33,500,000,000
1.600% Notes Due 2019 [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable		$ 750,000,000
Interest rate on matured debt	1.60%	1.60%
1.750% Notes Due 2019 [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable		$ 500,000,000
Interest rate on matured debt	1.75%	1.75%
$2.0 Billion Revolving Credit Facility Expiring in January 2020 [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,000,000,000.0	$ 2,000,000,000.0
$1.5 Billion Revolving Credit Facility Expiring in September 2023 [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	1,500,000,000	1,500,000,000
$1.5 Billion Revolving Credit Facility Expiring in July 2024 [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	1,500,000,000	1,500,000,000
Term Loan Credit Agreement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	8,000,000,000.0	8,000,000,000.0
Floating Rate Notes due 2020 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	750,000,000	750,000,000
Floating Rate Notes due 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	500,000,000	500,000,000
2.550% Notes due 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	1,000,000,000	1,000,000,000
2.550% Notes due 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	1,500,000,000	1,500,000,000
2.900% Notes due 2024 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	3,250,000,000	3,250,000,000
3.200% Notes due 2026 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	2,250,000,000	2,250,000,000
3.400% Notes due 2029 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	4,000,000,000	4,000,000,000
4.125% Notes due 2039 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	2,000,000,000	2,000,000,000
4.250% Notes due 2049 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	3,750,000,000	3,750,000,000
$19 Billion Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	19,000,000,000	19,000,000,000
Redemption Premium		1.01
Proceeds from Debt, Net of Issuance Costs	18,790,000,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	6,000,000,000.0	6,000,000,000.0
Revolving Credit Facility [Member] | $1.0 Billion Revolving Credit Facility Expiring in January 2022 [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	1,000,000,000.0	1,000,000,000.0
364-Day Tranche [Member] | Term Loan Credit Agreement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	1,000,000,000.0	1,000,000,000.0
Three-Year Tranche [Member] | Term Loan Credit Agreement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	4,000,000,000.0	4,000,000,000.0
Five-Year Tranche [Member] | Term Loan Credit Agreement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 3,000,000,000.0	$ 3,000,000,000.0

XML

RECEIVABLES (Details) $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade receivables	$ 4,822		$ 4,914
Charge-Backs and Cash Discounts	(281)		(245)
Less allowances	(38)		(33)
Net trade receivables	4,503		4,636
Prepaid and refundable income taxes	166		218
Other	998		1,111
Receivables	5,667		$ 5,965
Non-U.S. receivables sold on a nonrecourse basis	$ 341	$ 397
Number Of Largest Pharmaceutical Wholesalers	3
Customer Concentration Risk [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percent of aggregate total trade receivables due from three pharmaceutical wholesalers	70.00%		70.00%

XML

INVENTORIES (Details) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Inventory, Net [Abstract]
Inventory, Finished Goods, Net of Reserves	$ 460	$ 396
Inventory, Work in Process, Net of Reserves	916	1,026
Inventory, Raw Materials and Supplies, Net of Reserves	217	202
Total inventories	1,593	1,624
Inventories	1,308	1,195
Inventories - other assets	$ 285	$ 429

XML

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Land	$ 105		$ 105		$ 104
Buildings and Improvements, Gross	5,257		5,257		5,231
Machinery and Equipment, Gross	2,879		2,879		2,962
Construction in Progress, Gross	453		453		548
Gross property, plant and equipment	8,694		8,694		8,845
Less accumulated depreciation	(3,845)		(3,845)		(3,818)
Property, plant and equipment	4,849		4,849		$ 5,027
Depreciation expense	$ 133	$ 126	$ 266	$ 239

XML

LEASES Narratives (Details)	Jun. 30, 2019
Facility Lease [Member] | Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Lessee, Operating Lease, Renewal Term	1 year
Facility Lease [Member] | Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	20 years
Lessee, Operating Lease, Renewal Term	10 years
Vehicle Lease [Member] | Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Vehicle Lease [Member] | Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	4 years

XML

LEASES Lease Cost (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating Lease, Cost	$ 28	$ 55
Variable Lease, Cost	4	10
Short-term Lease, Cost	5	10
Sublease Income	(2)	(2)
Lease, Cost	$ 35	$ 73

XML

LEASES Lease Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Leases [Abstract]
Operating Lease, Right-of-Use Asset	$ 509	$ 543
Operating Lease, Liability, Current	67	40	$ 0
Operating Lease, Liability, Noncurrent	516	548
Operating Lease, Liability	$ 583	$ 588

XML

LEASES Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2019	Jan. 01, 2019
Leases [Abstract]
Lessee, Operating Lease, Liability, Maturity [Table Text Block]	$ 46
Lessee, Operating Lease, Liability, Payments, Due Year Two	85
Lessee, Operating Lease, Liability, Payments, Due Year Three	75
Lessee, Operating Lease, Liability, Payments, Due Year Four	70
Lessee, Operating Lease, Liability, Payments, Due Year Five	61
Lessee, Operating Lease, Liability, Payments, Due after Year Five	395
Lessee, Operating Lease, Liability, Payments, Due	732
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	149
Operating Lease, Liability	$ 583	$ 588

XML

LEASES Supplemental Information Related to Leases (Details) $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($)
Leases [Abstract]
Incentive from Lessor	$ 33
Operating Lease, Payments	$ 19
Operating Lease, Weighted Average Remaining Lease Term	11 years
Operating Lease, Weighted Average Discount Rate, Percent	4.00%

XML

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 6,533				$ 6,533		$ 6,538
Gross other intangible assets	4,040				4,040		4,055
Less: accumulated amortization	(3,045)				(3,045)		(2,964)
Other intangible assets	995				995		1,091
Amortization expense	51		$ 47		104	$ 93
Asset Impairment Charges				$ 64
Licensing Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Net	482				482		510
Technology-Based Intangible Assets [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Net	2,357				2,357		2,357
Capitalized Software, Intangible Asset [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Net	1,201				1,201		1,156
In Process Research and Development [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
In-process research and development	$ 0				$ 0		$ 32
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		$ 32
Minimum [Member] | Licensing Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life					5 years
Minimum [Member] | Technology-Based Intangible Assets [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life					9 years
Minimum [Member] | Capitalized Software, Intangible Asset [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life					3 years
Maximum [Member] | Licensing Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life					15 years
Maximum [Member] | Technology-Based Intangible Assets [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life					15 years
Maximum [Member] | Capitalized Software, Intangible Asset [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life					10 years

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ACCRUED LIABILITIES (Details) - USD ($) $ in Millions	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Rebates and returns	$ 2,633		$ 2,417
Employee compensation and benefits	443		848
Research and development	884		805
Dividends Payable, Current	671		669
Royalties	361		391
Liabilities related to the deal contingent forward interest rate swap	240		0
Branded Prescription Drug Fee	263		188
Liabilities related to assets held-for-sale	163		152
Litigation and other settlements	80		118
Operating Lease, Liability, Current	67	$ 40	0
Restructuring	38		85
Liability, Pension and Other Postretirement and Postemployment Benefits, Current	35		35
Deferred income	92		172
Income taxes payable	360		398
Other	831		781
Other liabilities, current	$ 7,161		$ 7,059

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EQUITY (Changes in Equity) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Jan. 01, 2019	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Equity [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0.41		$ 0.40		$ 0.41	$ 0.40
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common Stock, Value, Issued, Balance at Beginning of Period		$ 221			$ 221
Common Stock, Value, Issued, Balance at End of Period	$ 221				221
Capital in Excess of Par Value of Stock, Balance at Beginning of Period		2,081			2,081
Capital in Excess of Par Value of Stock, Balance at End of Period	2,150				2,150
Accumulated Other Comprehensive Loss, Balance at Beginning of Period		(2,762)			(2,762)
Other Comprehensive Income/(Loss)	23		$ (100)		141	$ (11)
Accumulated Other Comprehensive Loss, Balance at End of Period	(2,621)				(2,621)
Retained Earnings, Balance at Beginning of Period		34,065			34,065
Net Earnings Attributable to BMS	1,432		373		3,142	1,859
Retained Earnings, Balance at End of Period	35,870				35,870
Cost of Treasury Stock, Balance at Beginning of Period		(19,574)			(19,574)
Cost of Treasury Stock, Balance at End of Period	(19,571)				(19,571)
Noncontrolling interest, Balance at Beginning of Period		$ 96			96
Net Income (Loss) Attributable to Noncontrolling Interest	(7)		$ (9)		(12)	$ (18)
Noncontrolling interest, Balance at End of Period	$ 102				$ 102
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common Stock, Shares Issued, Balance at Beginning of Period	2,208	2,208	2,208	2,208	2,208	2,208
Common Stock, Shares Issued, Balance at End of Period	2,208	2,208	2,208	2,208	2,208	2,208
Common Stock, Value, Issued, Balance at Beginning of Period	$ 221	$ 221	$ 221	$ 221	$ 221	$ 221
Common Stock, Value, Issued, Balance at End of Period	221	221	221	221	221	221
Capital in Excess of Par Value of Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Capital in Excess of Par Value of Stock, Balance at Beginning of Period	2,103	2,081	1,916	1,898	2,081	1,898
Stockholders' Equity, Other	47	22	50	18
Capital in Excess of Par Value of Stock, Balance at End of Period	2,150	2,103	1,966	1,916	2,150	1,966
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Loss, Balance at Beginning of Period	(2,644)	(2,762)	(2,234)	(2,289)	(2,762)	(2,289)
Cumulative effect of an accounting change on retained earnings									$ (34)
Retained Earnings, Adjusted balance at Beginning of Period								$ (2,762)		$ (2,323)
Other Comprehensive Income/(Loss)	23	118	(100)	89
Accumulated Other Comprehensive Loss, Balance at End of Period	(2,621)	(2,644)	(2,334)	(2,234)	(2,621)	(2,334)
Retained Earnings [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect of an accounting change on retained earnings							$ 5		$ 332
Retained Earnings, Adjusted balance at Beginning of Period								$ 34,070		$ 31,492
Retained Earnings, Balance at Beginning of Period	35,109	34,065	32,323	31,160	34,065	31,160
Net Earnings Attributable to BMS	1,432	1,710	373	1,486
Cash dividends declared	(671)	(671)	(652)	(655)
Retained Earnings, Balance at End of Period	$ 35,870	$ 35,109	$ 32,044	$ 32,323	$ 35,870	$ 32,044
Treasury Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury Stock, Shares, Balance at Beginning of Period	572	576	574	575	576	575
Stock repurchase program, Shares			2	3
Shares Paid for Tax Withholding for Share Based Compensation	0	(4)	0	(4)
Treasury Stock, Shares, Balance at End of Period	572	572	576	574	572	576
Cost of Treasury Stock, Balance at Beginning of Period	$ (19,571)	$ (19,574)	$ (19,433)	$ (19,249)	$ (19,574)	$ (19,249)
Stock repurchase program, Cost			(147)	(166)
Employee stock compensation plans, Cost	0	3	0	(18)
Cost of Treasury Stock, Balance at End of Period	(19,571)	(19,571)	(19,580)	(19,433)	(19,571)	(19,580)
Noncontrolling Interest [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Noncontrolling interest, Balance at Beginning of Period	99	96	113	106	96	106
Net Income (Loss) Attributable to Noncontrolling Interest	7	5	9	9
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	(4)	(2)	(21)	(2)
Noncontrolling interest, Balance at End of Period	$ 102	$ 99	$ 101	$ 113	$ 102	$ 101

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EQUITY (Other Comprehensive Income/(Loss)) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Other Comprehensive Income (Loss), before Tax [Abstract]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax	$ (6)	$ 83	$ 39	$ 45
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax	(26)	13	(56)	33
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	(32)	96	(17)	78
Pension and postretirement benefits - Actuarial gains/(losses), Pre-tax	(12)	0	(14)	112
Pension and postretirement benefits - Amortization, Pre-tax	16	16	33	36
Pension and postretirement benefits - Curtailments and settlements, Pre-Tax	44	38	93	69
Pension and postretirement benefits, Pre-tax	48	54	112	217
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, before Reclassification Adjustments and Tax	13	(8)	36	(40)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax			3	0
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, before Tax			39	(40)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	(3)	(204)	29	(211)
Other Comprehensive Income/(Loss), Pre-tax	26	(62)	163	44
Other Comprehensive Income (Loss), Tax, Parenthetical Disclosures [Abstract]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax	1	(10)	(4)	(4)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax	3	(1)	7	(8)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	4	(11)	3	(12)
Pension and postretirement benefits - Actuarial gains/(losses), Tax	3	0	3	(24)
Pension and postretirement benefits - Amortization, Tax	(2)	(3)	(6)	(6)
Pension and postretirement benefits - Curtailments and settlements, Tax	(10)	(8)	(21)	(15)
Pension and postretirement benefits, Tax	(9)	(11)	(24)	(45)
Other Comprehensive Income (Loss), Available-for-sale Securities, before Reclassification Adjustments, Tax	0	1	0	7
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax			0	0
Other Comprehensive Income (Loss), Securities, Available-for-sale, Tax			0	7
Foreign currency translation, Tax	2	(17)	(1)	(5)
Other comprehensive income/(loss), Tax	(3)	(38)	(22)	(55)
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax	(5)	73	35	41
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax	(23)	12	(49)	25
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(28)	85	(14)	66
Pension and postretirement benefits - Actuarial gains/(losses), After tax	(9)	0	(11)	88
Pension and postretirement benefits - Amortization, After tax	14	13	27	30
Pension and postretirement benefits - Curtailments and settlements, After tax	34	30	72	54
Pension and postretirement benefits, After tax	39	43	88	172
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, before Reclassification Adjustments, after Tax	13	(7)	36	(33)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax			3	0
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, after Tax	13	(7)	39	(33)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(1)	(221)	28	(216)
Other Comprehensive Income/(Loss)	23	$ (100)	141	$ (11)
Derivatives qualifying as cash flow hedges	37		37		$ 51
Pension and postretirement benefits	(2,014)		(2,014)		(2,102)
Available-for-sale securities	9		9		(30)
Foreign currency translation	(653)		(653)		(681)
Accumulated other comprehensive loss	$ (2,621)		$ (2,621)		$ (2,762)

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PENSION AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Pension, Postretirement And Postemployment Liabilities Statement [Line Items]
Defined Benefit Plan Principal Pension Plan Assets Percentage		67.00%		67.00%
Defined Benefit Plan Principal Pension Plan Obligations Percentage		61.00%		61.00%
Net periodic benefit cost/(credit)		$ 26	$ (19)	$ 70	$ (30)
Non-current pension liabilities		423		423		$ 427
Defined contribution plan expense			50		90
Pension Benefits [Member]
Pension, Postretirement And Postemployment Liabilities Statement [Line Items]
Service cost - benefits earned during the period		5	7	12	14
Interest cost on projected benefit obligation		37	50	81	96
Expected return on plan assets		(70)	(109)	(134)	(218)
Amortization of prior service credits		(1)	(1)	(2)	(2)
Amortization of net actuarial (gain)/loss		17	19	35	40
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment		44	38	93	69
Net periodic benefit cost/(credit)		$ 32	$ 4	$ 85	$ (1)
Bristol-Myers Squibb Retirement Income Plan [Member]
Pension, Postretirement And Postemployment Liabilities Statement [Line Items]
Defined Benefit Plan, Benefit Obligation						$ 3,800
Scenario, Forecast [Member]
Pension, Postretirement And Postemployment Liabilities Statement [Line Items]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement	$ 1,500

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LEGAL PROCEEDINGS AND CONTINGENCIES (Details) $ in Millions	6 Months Ended
	Jun. 30, 2019 USD ($) lawsuits
Plavix Australia Intellectual Property [Member] | Australia, Dollars
Legal Proceedings And Contingencies [Line Items]
Loss contingency, Estimate of possible loss | $	$ 449
Plavix Australia Intellectual Property [Member] | United States of America, Dollars
Legal Proceedings And Contingencies [Line Items]
Loss contingency, Estimate of possible loss | $	$ 313
Byetta Product Liability Litigation [Member]
Legal Proceedings And Contingencies [Line Items]
Loss Contingency, Pending Claims, Number	560
Abilify Product Liability [Member]
Legal Proceedings And Contingencies [Line Items]
Loss Contingency, Pending Claims, Number	2,000
Eliquis Product Liability [Member]
Legal Proceedings And Contingencies [Line Items]
Number of cases dismissed	200
Eliquis Product Liability [Member] | CANADA
Legal Proceedings And Contingencies [Line Items]
Loss Contingency, Pending Claims, Number	1
Securities Litigation [Member]
Legal Proceedings And Contingencies [Line Items]
Loss Contingency, Pending Claims, Number	2
Acquisition of Celgene Litigation [Member]
Legal Proceedings And Contingencies [Line Items]
Loss Contingency, Pending Claims, Number	13
Cercla Matters [Member]
Legal Proceedings And Contingencies [Line Items]
Loss contingency, Estimate of possible loss | $	$ 66
BMS [Member] | Acquisition of Celgene Litigation [Member]
Legal Proceedings And Contingencies [Line Items]
Loss Contingency, Pending Claims, Number	5

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PROPOSED CELGENE ACQUISITION PROPOSED CELGENE ACQUISITION (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Dec. 31, 2019	Jun. 30, 2019	Jan. 03, 2019
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Share Price			$ 50.00
Business Combination, Potential Payment Per Share Based Upon Future Events			$ 9.00
Scenario, Forecast [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Combination, Consideration Transferred	$ 74,000
Accelerated Share Repurchases, Settlement (Payment) or Receipt	$ 5,000
$19 Billion Senior Unsecured Notes [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Proceeds from Debt, Net of Issuance Costs		$ 18,790