10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

¨ 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.)

345 Park Avenue, New York, N.Y. 10154

(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)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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, 2012, there were 1,679,022,076 shares outstanding of the Registrant’s $0.10 par value common stock.

BRISTOL-MYERS SQUIBB COMPANY

INDEX TO FORM 10-Q

JUNE 30, 2012

PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements:
Consolidated Statements of Earnings	3
Consolidated Statements of Comprehensive Income	4
Consolidated Balance Sheets	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.
Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.
Controls and Procedures	42
PART II—OTHER INFORMATION
Item 1.
Legal Proceedings	42
Item 1A.
Risk Factors	42
Item 2.
Issuer Purchases of Equity Securities	42
Item 6.
Exhibits	43
Signatures	44

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars and Shares in Millions, Except Per Share Data

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
EARNINGS	2012			2011			2012			2011
Net Sales	$	4,443		$	5,434		$	9,694		$	10,445
Cost of products sold		1,245			1,481			2,548			2,824
Marketing, selling and administrative		1,004			1,040			2,006			1,968
Advertising and product promotion		224			253			418			467
Research and development		962			923			1,871			1,858
Provision for restructuring		20			40			42			84
Litigation expense/(recoveries)		—			—			(172	)		—
Equity in net income of affiliates		(53	)		(62	)		(110	)		(144	)
Other (income)/expense		(18	)		(31	)		5			(169	)
Total Expenses		3,384			3,644			6,608			6,888
Earnings Before Income Taxes		1,059			1,790			3,086			3,557
Provision for income taxes		251			483			796			883
Net Earnings		808			1,307			2,290			2,674
Net Earnings Attributable to Noncontrolling Interest		163			405			544			786
Net Earnings Attributable to Bristol-Myers Squibb Company	$	645		$	902		$	1,746		$	1,888
Earnings per Common Share Attributable to Bristol-Myers Squibb Company
Basic	$	0.38		$	0.53		$	1.04		$	1.11
Diluted	$	0.38		$	0.52		$	1.02		$	1.10
Dividends declared per common share	$	0.34		$	0.33		$	0.68		$	0.66

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

3

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in Millions

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
COMPREHENSIVE INCOME	2012			2011			2012			2011
Net Earnings	$	808		$	1,307		$	2,290		$	2,674
Other Comprehensive Income/(Loss):
Foreign currency translation		(37	)		16			(22	)		28
Foreign currency translation on net investment hedges		41			(5	)		29			(57	)
Derivatives qualifying as cash flow hedges, net of taxes of $(8) and $15 for the three months ended June 30, 2012 and 2011, respectively; and $(17) and $26 for the six months ended June 30, 2012 and 2011, respectively		22			(31	)		27			(57	)
Derivatives qualifying as cash flow hedges reclassified to net earnings, net of taxes of $4 and $(6) for the three months ended June 30, 2012 and 2011, respectively; and $6 and $(7) for the six months ended June 30, 2012 and 2011, respectively		(9	)		12			(15	)		13
Pension and postretirement benefits, net of taxes $(5) for the six months ended June 30, 2012		—			—			14			—
Pension and postretirement benefits reclassified to net earnings, net of taxes of $(11) for both the three months ended June 30, 2012 and 2011 and $(23) and $(19) for the six months ended June 30, 2012 and 2011, respectively		22			18			46			37
Available for sale securities, net of taxes of $(8) for the three months ended June 30, 2011 and $(1) and $(3) for the six months ended June 30, 2012 and 2011, respectively		10			15			7			18
Available for sale securities reclassified to net earnings, net of taxes of $2 for both the three and six months ended June 30, 2012		2			—			(8	)		—
Total Other Comprehensive Income/(Loss)		51			25			78			(18	)
Comprehensive Income		859			1,332			2,368			2,656
Comprehensive Income Attributable to Noncontrolling Interest		163			405			544			786
Comprehensive Income Attributable to Bristol-Myers Squibb Company	$	696		$	927		$	1,824		$	1,870

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

4

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED BALANCE SHEETS

Dollars in Millions, Except Share and Per Share Data

(UNAUDITED)

ASSETS	June 30, 2012			December 31, 2011
Current Assets:
Cash and cash equivalents	$	2,801		$	5,776
Marketable securities		2,236			2,957
Receivables		2,825			3,743
Inventories		1,521			1,384
Deferred income taxes		1,175			1,200
Prepaid expenses and other		455			258
Total Current Assets		11,013			15,318
Property, plant and equipment		4,478			4,521
Goodwill		6,799			5,586
Other intangible assets		4,569			3,124
Deferred income taxes		201			688
Marketable securities		3,732			2,909
Other assets		875			824
Total Assets	$	31,667		$	32,970
LIABILITIES
Current Liabilities:
Short-term borrowings	$	236		$	115
Accounts payable		2,134			2,603
Accrued expenses		2,467			2,791
Deferred income		357			337
Accrued rebates and returns		1,061			1,170
U.S. and foreign income taxes payable		138			167
Dividends payable		598			597
Total Current Liabilities		6,991			7,780
Pension, postretirement and postemployment liabilities		1,543			2,017
Deferred income		805			866
U.S. and foreign income taxes payable		604			573
Other liabilities		703			491
Long-term debt		5,209			5,376
Total Liabilities		15,855			17,103
Commitments and contingencies (Note 16)
EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock, $2 convertible series, par value $1 per share: Authorized 10 million shares; issued and outstanding 5,238 in 2012 and 5,268 in 2011, liquidation value of $50 per share		—			—
Common stock, par value of $0.10 per share: Authorized 4.5 billion shares; 2.2 billion issued in both 2012 and 2011		221			220
Capital in excess of par value of stock		2,783			3,114
Accumulated other comprehensive loss		(2,967	)		(3,045	)
Retained earnings		33,661			33,069
Less cost of treasury stock – 530 million common shares in 2012 and 515 million in 2011		(17,600	)		(17,402	)
Total Bristol-Myers Squibb Company Shareholders’ Equity		16,098			15,956
Noncontrolling interest		(286	)		(89	)
Total Equity		15,812			15,867
Total Liabilities and Equity	$	31,667		$	32,970

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

5

BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in Millions

(UNAUDITED)

	Six Months Ended June 30,
	2012			2011
Cash Flows From Operating Activities:
Net earnings	$	2,290		$	2,674
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net earnings attributable to noncontrolling interest		(544	)		(786	)
Depreciation		175			228
Amortization		203			168
Impairment charges		288			15
Deferred income tax expense		80			243
Stock-based compensation expense		82			81
Other		13			(113	)
Changes in operating assets and liabilities:
Receivables		544			(328	)
Inventories		(170	)		(246	)
Accounts payable		(222	)		412
Deferred income		(48	)		(98	)
U.S. and foreign income taxes payable		75			(117	)
Other		(1,245	)		(559	)
Net Cash Provided by Operating Activities		1,521			1,574
Cash Flows From Investing Activities:
Sale and maturities of marketable securities		3,337			2,445
Purchases of marketable securities		(3,426	)		(4,187	)
Additions to property, plant and equipment and capitalized software		(236	)		(149	)
Sale of businesses and other investing activities		15			122
Purchase of businesses, net of cash acquired		(2,491	)		—
Net Cash Used in Investing Activities		(2,801	)		(1,769	)
Cash Flows From Financing Activities:
Short-term borrowings/(repayments)		121			70
Long-term debt repayments		(109	)		(78	)
Interest rate swap terminations		2			89
Stock option exercises		314			235
Common stock repurchases		(860	)		(385	)
Dividends paid		(1,154	)		(1,130	)
Net Cash Used in Financing Activities		(1,686	)		(1,199	)
Effect of Exchange Rates on Cash and Cash Equivalents		(9	)		26
(Decrease)/Increase in Cash and Cash Equivalents		(2,975	)		(1,368	)
Cash and Cash Equivalents at Beginning of Period		5,776			5,033
Cash and Cash Equivalents at End of Period	$	2,801		$	3,665

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

6

Note 1. BASIS OF PRESENTATION AND NEW ACCOUNTING STANDARDS

Bristol-Myers Squibb Company (which may be referred to as Bristol-Myers Squibb, BMS or the Company) prepared these unaudited consolidated financial statements following the requirements of the Securities and Exchange Commission (SEC) and United States (U.S.) generally accepted accounting principles (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 Form 10-Q. These consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the financial position at June 30, 2012 and December 31, 2011, the results of operations for the three and six months ended June 30, 2012 and 2011 and cash flows for the six months ended June 30, 2012 and 2011. All intercompany balances and transactions have been eliminated. Material subsequent events are evaluated and disclosed through the report issuance date. These unaudited consolidated financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011 included in the Annual Report on Form 10-K.

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 and assumptions, based on complex judgments that are considered reasonable, that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and contingent liabilities at the date of the financial statements. The most significant assumptions are employed in estimates used in determining the fair value of intangible assets, restructuring charges and accruals, sales rebate and return accruals including the annual pharmaceutical company fee, legal contingencies, tax assets and tax liabilities, pension and postretirement benefits, inventory obsolescence, potential impairment of long-lived assets, allowances for bad debt, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from estimated results.

Note 2. BUSINESS SEGMENT INFORMATION

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and a global supply chain organization are utilized and responsible for the development and delivery of products to the market. Products are distributed and sold through regional organizations that serve the United States; Europe; Latin America, Middle East and Africa; Japan, Asia Pacific and Canada; and Emerging Markets defined as Brazil, Russia, India, China and Turkey. The business is also supported by global corporate staff functions. Segment information is consistent with the financial information regularly reviewed by the chief operating decision maker, the chief executive officer, for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods.

Net sales of key products were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Plavix* (clopidogrel bisulfate)	$	741	$	1,865	$	2,434	$	3,627
Avapro*/Avalide* (irbesartan/irbesartan-hydrochlorothiazide)		117		251		324		541
Eliquis (apixaban)		1		—		1		—
Abilify* (aripiprazole)		711		706		1,332		1,330
Reyataz (atazanavir sulfate)		406		396		764		762
Sustiva (efavirenz) Franchise		388		371		774		714
Baraclude (entecavir)		357		292		682		567
Erbitux* (cetuximab)		179		173		358		338
Sprycel (dasatinib)		244		193		475		365
Yervoy (ipilimumab)		162		95		316		95
Orencia (abatacept)		290		228		544		427
Nulojix (belatacept)		3		2		4		2
Onglyza/Kombiglyze (saxagliptin/saxagliptin and metformin)		172		112		333		193
Mature Products and All Other		672		750		1,353		1,484
Net Sales	$	4,443	$	5,434	$	9,694	$	10,445

7

Note 3. ALLIANCES AND COLLABORATIONS

BMS maintains alliances and collaborations with various third parties for the development and commercialization of certain products. Unless otherwise noted, operating results associated with the alliances and collaborations are generally treated as follows: product revenues from BMS sales are included in revenue; royalties, collaboration fees, profit sharing and distribution fees are included in cost of goods sold; post-approval milestone payments to partners are deferred and amortized over the useful life within cost of goods sold; cost sharing reimbursements offset the intended operating expense; payments to BMS attributed to upfront, milestone and other licensing payments are deferred and amortized over the estimated useful life within other income/expense; income and expenses attributed to a collaboration’s non-core activities, such as supply and manufacturing arrangements and compensation for opting-out of commercialization in certain countries, are included in other income/expense; partnerships and joint ventures are either consolidated or accounted for under the equity method of accounting and related cash receipts and distributions are treated as operating cash flow.

See the 2011 Annual Report on Form 10-K for a more complete description of the below agreements, including termination provisions, as well as disclosures of other alliances and collaborations.

Sanofi

BMS has agreements with Sanofi for the codevelopment and cocommercialization of Avapro*/Avalide* and Plavix*. The worldwide alliance operates under the framework of two geographic territories; one in the Americas (principally the U.S., Canada, Puerto Rico and Latin American countries) and Australia and the other in Europe and Asia. Accordingly, two territory partnerships were formed to manage central expenses, such as marketing, research and development and royalties, and to supply finished product to the individual countries. In general, at the country level, agreements either to copromote (whereby a partnership was formed between the parties to sell each brand) or to comarket (whereby the parties operate and sell their brands independently of each other) are in place. The agreements with Sanofi expire on the later of (i) with respect to Plavix*, 2013 and, with respect to Avapro*/Avalide*, 2012 in the Americas and Australia and 2013 in Europe and Asia, and (ii) the expiration of all patents and other exclusivity rights relating to the products in the applicable territory.

BMS acts as the operating partner and owns a 50.1% majority controlling interest in the territory covering the Americas and Australia and consolidates all country partnership results for this territory with Sanofi’s 49.9% share of the results reflected as a noncontrolling interest. BMS recognizes net sales in this territory and in comarketing countries outside this territory (e.g. Germany, Italy for irbesartan only, Spain and Greece). Sanofi acts as the operating partner and owns a 50.1% majority controlling interest in the territory covering Europe and Asia and BMS has a 49.9% ownership interest in this territory.

BMS and Sanofi have a separate partnership governing the copromotion of irbesartan in the U.S. Sanofi paid BMS $350 million for their acquisition of an interest in the irbesartan license for the U.S. upon formation of the alliance.

Summarized financial information related to this alliance is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012			2011			2012			2011
Territory covering the Americas and Australia:
Net sales	$	778		$	2,045		$	2,595		$	4,023
Royalty expense		141			397			508			755
Noncontrolling interest – pre-tax		249			601			854			1,174
Profit distributions to Sanofi		(449	)		(702	)		(1,058	)		(1,301	)
Territory covering Europe and Asia:
Equity in net income of affiliates		(58	)		(65	)		(118	)		(151	)
Profit distributions to BMS		62			67			129			127
Other:
Net sales in Europe comarketing countries and other		80			71			163			145
Amortization (income)/expense – irbesartan license fee		(8	)		(8	)		(16	)		(16	)
Supply activities and development and opt-out royalty (income)/expense		(39	)		1			(45	)		15
Dollars in Millions							June  30, 2012			December  31, 2011
Investment in affiliates – territory covering Europe and Asia							$	26		$	37
Deferred income – irbesartan license fee								13			29

8

The following is summarized financial information for interests in the partnerships with Sanofi for the territory covering Europe and Asia, which are not consolidated but are accounted for using the equity method:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Net sales	$	319	$	382	$	638	$	761
Gross profit		132		172		270		340
Net income		120		142		242		282

Otsuka

BMS has a worldwide commercialization agreement with Otsuka Pharmaceutical Co., Ltd. (Otsuka), to codevelop and copromote Abilify*, for the treatment of schizophrenia, bipolar mania disorder and major depressive disorder, excluding certain Asia Pacific countries. The U.S. portion of the amended commercialization and manufacturing agreement expires upon the expected loss of product exclusivity in April 2015. Beginning on January 1, 2012, the contractual share of revenue recognized by BMS in the U.S. was reduced from 53.5% in 2011 to 51.5% and will be further reduced in 2013.

In the UK, Germany, France and Spain, BMS receives 65% of third-party net sales. In these countries and the U.S., third-party customers are invoiced by BMS on behalf of Otsuka and alliance revenue is recognized when Abilify* is shipped and all risks and rewards of ownership have been transferred to third-party customers. In certain countries where BMS is presently the exclusive distributor for the product or has an exclusive right to sell Abilify*, BMS recognizes all of the net sales.

BMS purchases the product from Otsuka and performs finish manufacturing for sale to third-party customers by BMS or Otsuka. Under the terms of the amended agreement, BMS paid Otsuka $400 million, which is amortized as a reduction of net sales through the expected loss of U.S. exclusivity in April 2015. The unamortized balance is included in other assets. Otsuka receives a royalty based on 1.5% of total U.S. net sales. Otsuka is responsible for 30% of the U.S. expenses related to the commercialization of Abilify* from 2010 through 2012. BMS also reimburses Otsuka for its contractual share of the annual pharmaceutical company fee related to Abilify*.

BMS and Otsuka also have an oncology collaboration for Sprycel and Ixempra (ixabepilone) (the “Oncology Products”) in the U.S., Japan and the top five markets in the EU. The Company pays a collaboration fee to Otsuka equal to 30% of the first $400 million annual net sales of the Oncology Products in the Oncology Territory, 5% of annual net sales between $400 million and $600 million, and 3% of annual net sales between $600 million and $800 million with additional trailing percentages of annual net sales over $800 million. Otsuka contributes 20% of the first $175 million of certain commercial operational expenses relating to the Oncology Products in the Oncology Territory and 1% of such costs in excess of $175 million.

Summarized financial information related to this alliance is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012			2011			2012			2011
Abilify* net sales, including amortization of extension payment	$	711		$	706		$	1,332		$	1,330
Oncology Products collaboration fee expense		35			37			67			70
Royalty expense		20			18			37			35
Commercialization expense reimbursement to/(from) Otsuka		(19	)		(11	)		(32	)		(22	)
Amortization (income)/expense – extension payment		17			17			33			33
Amortization (income)/expense – upfront, milestone and other licensing payments		2			2			4			4
Dollars in Millions							June  30, 2012			December  31, 2011
Other assets – extension payment							$	186		$	219
Other intangible assets – upfront, milestone and other licensing payments								1			5

Lilly

BMS has an Epidermal Growth Factor Receptor (EGFR) commercialization agreement with Eli Lilly and Company (Lilly) through Lilly’s November 2008 acquisition of ImClone Systems Incorporated (ImClone) for the codevelopment and promotion of Erbitux* and necitumumab (IMC-11F8) in the U.S. which expires as to Erbitux* in September 2018. BMS also has codevelopment and copromotion rights to both products in Canada and Japan. Erbitux* is indicated for use in the treatment of patients with metastatic colorectal cancer and for use in the treatment of squamous cell carcinoma of the head and neck. Under the EGFR agreement, with respect to Erbitux* sales in North America, Lilly receives a distribution fee based on a flat rate of 39% of net sales in North America plus reimbursement of certain royalties paid by Lilly.

9

In Japan, BMS shares rights to Erbitux* under an agreement with Lilly and Merck KGaA and receives 50% of the pre-tax profit from Merck KGaA’s net sales of Erbitux* in Japan which is further shared equally with Lilly.

With respect to necitumumab, the companies will share in the cost of developing and potentially commercializing necitumumab in the U.S., Canada and Japan. Lilly maintains exclusive rights to necitumumab in all other markets. BMS will fund 55% of development costs for studies that will be used only in the U.S., 50% for Japan studies and 27.5% for global studies.

BMS is amortizing $500 million of license acquisition costs associated with the EGFR commercialization agreement through 2018.

Summarized financial information related to this alliance is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012			2011			2012			2011
Net sales	$	179		$	173		$	358		$	338
Distribution fees and royalty expense		75			71			149			140
Research and development expense reimbursement to Lilly – necitumumab		7			4			8			6
Amortization (income)/expense – upfront, milestone and other licensing payments		9			9			19			19
Commercialization expense reimbursements to/(from) Lilly		(6	)		(2	)		(10	)		(3	)
Japan commercialization profit sharing (income)/expense		(13	)		(6	)		(19	)		(15	)
Dollars in Millions							June  30, 2012			December  31, 2011
Other intangible assets – upfront, milestone and other licensing payments							$	230		$	249

Gilead

BMS and Gilead Sciences, Inc. (Gilead) have a joint venture to develop and commercialize Atripla* (efavirenz 600 mg/ emtricitabine 200 mg/ tenofovir disoproxil fumarate 300 mg), a once-daily single tablet three-drug regimen for the treatment of human immunodeficiency virus (HIV) infection, combining Sustiva, a product of BMS, and Truvada* (emtricitabine and tenofovir disoproxil fumarate), a product of Gilead, in the U.S., Canada and Europe.

Net sales of the bulk efavirenz component of Atripla* are deferred until the combined product is sold to third-party customers. Net sales for the efavirenz component are based on the relative ratio of the average respective net selling prices of Truvada* and Sustiva.

Summarized financial information related to this alliance is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Net sales	$	323	$	298	$	645	$	569
Equity in net loss of affiliates		4		3		8		8

AstraZeneca

BMS maintains two worldwide codevelopment and cocommercialization agreements with AstraZeneca PLC (AstraZeneca) for Onglyza, Kombiglyze (excluding Japan), Komboglyze and Forxiga (dapagliflozin). Onglyza, Kombiglyze (saxagliptin and metformin hydrochloride extended-release) and Komboglyze (saxagliptin and metformin immediate-release marketed in the EU) are indicated for use in the treatment of diabetes. In this document unless specifically noted, we refer to both Kombiglyze and Komboglyze as Kombiglyze. Forxiga is currently being studied for the treatment of diabetes. Onglyza and Forxiga were discovered by BMS. Kombiglyze was codeveloped with AstraZeneca. Both companies jointly develop the clinical and marketing strategy and share commercialization expenses and profits and losses equally on a global basis and also share in development costs. BMS manufactures both products. BMS has opted to decline involvement in cocommercialization in certain countries not in the BMS global commercialization network and instead receive compensation based on net sales recorded by AstraZeneca in these countries. Opt-out compensation recorded by BMS was not material in the three and six months ended June 30, 2012.

BMS received $300 million in upfront, milestone and other licensing payments related to saxagliptin as of June 30, 2012 and $170 million in upfront, milestone and other licensing payments related to dapagliflozin as of June 30, 2012.

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Summarized financial information related to this alliance is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012			2011			2012			2011
Net sales	$	172		$	112		$	333		$	193
Profit sharing expense		77			52			150			90
Commercialization expense reimbursements to/(from) AstraZeneca		(7	)		(10	)		(19	)		(19	)
Research and development expense reimbursements to/(from) AstraZeneca		6			15			10			29
Amortization (income)/expense – upfront, milestone and other licensing payments		(11	)		(10	)		(21	)		(18	)
Dollars in Millions							June  30, 2012			December  31, 2011
Deferred income – upfront, milestone and other licensing payments
Saxagliptin							$	217		$	230
Dapagliflozin								134			142

Following the completion of BMS’s planned acquisition of Amylin Pharmaceuticals, Inc. (Amylin) (see “—Note 4. Acquisitions” for further information), BMS and AstraZeneca Pharmaceuticals LP, a wholly-owned subsidiary of AstraZeneca will enter into collaboration arrangements, based on the framework of the existing diabetes alliance agreements, regarding the development and commercialization of Amylin’s portfolio of products and AstraZeneca will make a payment to Amylin, as a wholly-owned subsidiary of BMS, in the amount of approximately $3.4 billion in cash. Profits and losses arising from the collaboration will be shared equally. In addition, AstraZeneca has the option, exercisable at its sole discretion following the closing of the acquisition, to establish equal governance rights over certain key strategic and financial decisions regarding the collaboration, upon the payment to BMS of an additional $135 million.

Pfizer

BMS and Pfizer Inc. (Pfizer) maintain a worldwide codevelopment and cocommercialization agreement for Eliquis, an anticoagulant discovered by BMS for the prevention and treatment of atrial fibrillation and other arterial thrombotic conditions. Pfizer funds 60% of all development costs under the initial development plan effective January 1, 2007. The companies jointly develop the clinical and marketing strategy and share commercialization expenses and profits equally on a global basis. In certain countries not in the BMS global commercialization network, Pfizer will commercialize Eliquis alone and will pay a royalty to BMS. BMS manufactures the product globally.

BMS has received $559 million in upfront, milestone and other licensing payments for Eliquis as of June 30, 2012.

Summarized financial information related to this alliance is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012			2011			2012			2011
Net sales	$	1		$	—		$	1		$	—
Commercialization expense reimbursement to/(from) Pfizer		(3	)		(2	)		(8	)		(3	)
Research and development reimbursements to/(from) Pfizer		9			(27	)		11			(56	)
Amortization (income)/expense – upfront, milestone and other licensing payments		(9	)		(8	)		(19	)		(16	)
Dollars in Millions							June 30, 2012			December 31, 2011
Deferred income – upfront, milestone and other licensing payments							$	415		$	434

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Note 4. ACQUISITIONS

Amylin Pharmaceuticals, Inc. Acquisition

On June 29, 2012, BMS entered into an agreement to acquire Amylin Pharmaceuticals, Inc. (Amylin) for $31.00 per share in cash, pursuant to a cash tender offer and second step merger, or an aggregate purchase price of approximately $5.3 billion. BMS will also be assuming Amylin’s net debt and a contractual payment obligation to Eli Lilly & Company, together totaling approximately $1.7 billion. The closing of the transaction is expected to occur during the third quarter of 2012 subject to, among other items, at least a majority of the outstanding shares of Amylin being tendered and customary regulatory approvals. See “—Note 3. Alliances and Collaborations” for further information regarding the agreement to acquire Amylin.

Amylin is a biopharmaceutical company dedicated to the discovery, development and commercialization of innovative medicines for patients with diabetes and other metabolic diseases. Amylin’s primary focus is on the research, development and commercialization of a franchise of GLP-1 agonists for the treatment of type 2 diabetes.

Inhibitex, Inc. Acquisition

On February 13, 2012, BMS completed its acquisition of the outstanding shares of Inhibitex, Inc. (Inhibitex), a clinical-stage biopharmaceutical company focused on developing products to prevent and treat serious infectious diseases. Acquisition costs of $12 million were included in other expense. BMS obtained Inhibitex’s lead asset, INX-189, an oral nucleotide polymerase (NS5B) inhibitor in Phase II development for the treatment of chronic hepatitis C infections. Goodwill generated from this acquisition was primarily attributed to the potential to offer a full portfolio of therapy choices for hepatitis infections as well as to provide additional levels of sustainability to BMS’s virology pipeline.

The purchase price allocation was as follows:

Purchase price:		Dollars in Millions
Cash	$	2,539
Identifiable net assets:
Cash		46
Marketable securities		17
In-process research and development (IPRD)		1,875
Accounts payable		(23	)
Accrued expenses		(10	)
Deferred income taxes		(579	)
Total identifiable net assets		1,326
Goodwill	$	1,213

The fair value of the IPRD was estimated utilizing the income method which risk adjusted the expected future net cash flows estimated to be generated from the compounds based upon estimated probabilities of technical and regulatory success (PTRS). The unit of account for IPRD was a global view that considered all potential jurisdictions and indications. The cash flows were adjusted to present value utilizing a 12.0% discount rate reflecting the risk factors associated with the cash flow streams.

IPRD includes $1.8 billion attributed to INX-189. INX-189 is expected to be most effective when used in combination therapy and it is assumed all market participants would inherently maintain franchise synergies attributed to maximizing the cash flows of their existing virology pipeline assets. The cash flows utilized to value INX-189 include such synergies and also assume initial positive cash flows to commence in 2017, shortly after the expected receipt of regulatory approvals, subject to trial results. The weighted-average PTRS utilized in the INX-189 valuation was 38%. Actual cash flows attributed to IPRD are likely to be different than those assumed.

The results of Inhibitex’s operations are included in the consolidated financial statements from February 13, 2012. Pro forma supplemental financial information is not provided as the impact of the acquisition is not material to operating results. Goodwill, IPRD and all intangible assets valued in this acquisition are non-deductible for tax purposes.

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Note 5. RESTRUCTURING

The following is the provision for restructuring:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Employee termination benefits	$	16	$	25	$	35	$	68
Other exit costs		4		15		7		16
Provision for restructuring	$	20	$	40	$	42	$	84

Restructuring charges included termination benefits for workforce reductions of manufacturing, selling, administrative, and research and development personnel across all geographic regions of approximately 175 and 215 for the three months ended June 30, 2012 and 2011, respectively, and approximately 295 and 650 for the six months ended June 30, 2012 and 2011, respectively.

The following table represents the activity of employee termination and other exit cost liabilities:

	Six Months Ended June 30,
Dollars in Millions	2012			2011
Liability at January 1	$	77		$	126
Charges		46			86
Changes in estimates		(4	)		(2	)
Provision for restructuring		42			84
Foreign currency translation		—			1
Spending		(45	)		(83	)
Liability at June 30	$	74		$	128

Note 6. INCOME TAXES

The effective income tax rate on earnings was 23.7% for the three months ended June 30, 2012 compared to 27.0% for the three months ended June 30, 2011 and 25.8% for the six months ended June 30, 2012 compared to 24.8% for the six months ended June 30, 2011. The effective tax rate is lower than the U.S. statutory rate of 35% primarily attributable to undistributed earnings of certain foreign subsidiaries that have been considered or are expected to be indefinitely reinvested offshore. If these earnings are repatriated to the U.S. in the future, or if it was determined that such earnings are to be remitted in the foreseeable future, additional tax provisions would be required. Reforms to U.S. tax laws related to foreign earnings have been proposed and if adopted, may increase taxes, which could reduce the results of operations and cash flows.

The decrease in the effective tax rate in the three months ended June 30, 2012 was due to:

• Favorable earnings mix between high and low tax jurisdictions compared to the prior period.

Partially offset by:

• An unfavorable impact on the current year rate from the research and development tax credit, which was not extended as of June 30, 2012.

The increase in the effective tax rate in the six months ended June 30, 2012 was due to:

• Lower tax benefits from contingent tax matters primarily related to the effective settlements and remeasurements of uncertain tax positions ($6 million charge in 2012 and $79 million benefit in 2011); and

• An unfavorable impact on the current year rate from the research and development tax credit, which was not extended as of June 30, 2012.

Partially offset by:

• Favorable earnings mix between high and low tax jurisdictions compared to the prior period.

BMS is currently under examination by a number of tax authorities which have proposed adjustments to tax for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. BMS estimates that it is reasonably possible that the total amount of unrecognized tax benefits at June 30, 2012 could decrease in the range of approximately $40 million to $70 million in the next twelve months as a result of the settlement of certain tax audits and other events resulting in the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also 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. BMS believes that it has adequately provided for all open tax years by tax jurisdiction.

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Note 7. EARNINGS PER SHARE

	Three Months Ended June 30,					Six Months Ended June 30,
Amounts in Millions, Except Per Share Data	2012		2011			2012			2011
Net Earnings Attributable to BMS	$	645	$	902		$	1,746		$	1,888
Earnings attributable to unvested restricted shares		—		(2	)		(2	)		(4	)
Net Earnings Attributable to BMS common shareholders	$	645	$	900		$	1,744		$	1,884
Earnings per share – basic	$	0.38	$	0.53		$	1.04		$	1.11
Weighted-average common shares outstanding – basic		1,683		1,707			1,685			1,705
Contingently convertible debt common stock equivalents		1		1			1			1
Incremental shares attributable to share-based compensation plans		17		14			18			12
Weighted-average common shares outstanding – diluted		1,701		1,722			1,704			1,718
Earnings per share – diluted	$	0.38	$	0.52		$	1.02		$	1.10
Anti-dilutive weighted-average equivalent shares – stock incentive plans		—		27			3			39

Note 8. FINANCIAL INSTRUMENTS

Financial instruments include cash and cash equivalents, marketable securities, accounts receivable and payable, debt instruments and derivatives. Due to their short-term maturity, the carrying amount of accounts receivables and payable approximate fair value. Cash equivalents primarily consist of highly liquid investments with original maturities of three months or less at the time of purchase and are recorded at cost, which approximates fair value.

BMS has exposure to market risk due to changes in currency exchange rates and interest rates. As a result, certain derivative financial instruments are used when available on a cost-effective basis to hedge the underlying economic exposure. These instruments qualify as cash flow, net investment and fair value hedges upon meeting certain criteria, including initial and periodic assessments of the effectiveness in offsetting hedged exposures. Changes in fair value of derivatives that do not qualify for hedge accounting are recognized in earnings as they occur. Derivative financial instruments are not used for trading purposes.

All financial instruments, including derivatives, are subject to counterparty credit risk which is considered as part of the overall fair value measurement. Counterparty credit risk is monitored on an ongoing basis and is mitigated by limiting amounts outstanding with any individual counterparty, utilizing conventional derivative financial instruments and only entering into agreements with counterparties that meet high credit quality standards. The consolidated financial statements would not be materially impacted if any counterparty failed to perform according to the terms of its agreement. Under the terms of the agreements, posting of collateral is not required by any party whether derivatives are in an asset or liability position.

Fair Value Measurements – The fair values of financial instruments are classified into one of the following categories:

Level 1 inputs utilize quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. These instruments include U.S. treasury securities.

Level 2 inputs include observable prices for similar instruments, quoted prices for identical or similar instruments in markets that are not active, and other observable inputs that can be corroborated by market data for substantially the full term of the assets or liabilities. These instruments include corporate debt securities, commercial paper, Federal Deposit Insurance Corporation (FDIC) insured debt securities, certificates of deposit, money market funds, foreign currency forward contracts, interest rate swap contracts, equity funds and fixed income funds. Additionally, certain corporate debt securities utilize a third-party matrix-pricing model that uses significant inputs corroborated by market data for substantially the full term of the assets. Equity and fixed income funds are primarily invested in publicly traded securities and are valued at the respective net asset value of the underlying investments. There were no significant unfunded commitments or restrictions on redemptions related to equity and fixed income funds as of June 30, 2012. Level 2 derivative instruments are valued using London Interbank Offered Rate (LIBOR) and Euro Interbank Offered Rate (EURIBOR) yield curves, less credit valuation adjustments, and observable forward foreign exchange rates at the reporting date. Valuations of derivative contracts may fluctuate considerably from period-to-period due to volatility in underlying foreign currencies and underlying interest rates, which are driven by market conditions and the duration of the contract. Credit adjustment volatility may have a significant impact on the valuation of interest rate swaps due to changes in counterparty credit ratings and credit default swap spreads.

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Level 3 unobservable inputs are used when little or no market data is available. Valuation models for the Auction Rate Security (ARS) and Floating Rate Securities (FRS) portfolio are based on expected cash flow streams and collateral values including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The fair value of ARS was determined using an internally developed valuation which was based in part on indicative bids received on the underlying assets of the security and other evidence of fair value. The ARS is a private placement security rated ‘BBB’ by Standard and Poor’s and represents interests in insurance securitizations. Due to the current lack of an active market for FRS and the general lack of transparency into their underlying assets, other qualitative analysis is relied upon to value FRS including discussions with brokers and fund managers, default risk underlying the security and overall capital market liquidity.

Available-For-Sale Securities and Cash Equivalents

The following table summarizes available-for-sale securities at June 30, 2012 and December 31, 2011:

	Amortized Cost		Gross Unrealized Gain in Accumulated OCI		Gross Unrealized Loss in Accumulated OCI			Gain/(Loss) in Income		Fair Value		Fair Value
Dollars in Millions												Level 1		Level 2		Level 3
June 30, 2012
Marketable Securities
Certificates of Deposit	$	621	$	—	$	—		$	—	$	621	$	—	$	621	$	—
Corporate Debt Securities		4,405		69		(2	)		—		4,472		—		4,472		—
Commercial Paper		546		—		—			—		546		—		546		—
U.S. Treasury Securities		150		1		—			—		151		151		—		—
FDIC Insured Debt Securities		50		—		—			—		50		—		50		—
Equity Funds		50		—		—			3		53		—		53		—
Fixed Income Funds		45		—		—			1		46		—		46		—
ARS		9		1		—			—		10		—		—		10
FRS		21		—		(2	)		—		19		—		—		19
Total Marketable Securities	$	5,897	$	71	$	(4	)	$	4	$	5,968	$	151	$	5,788	$	29
December 31, 2011
Marketable Securities
Certificates of Deposit	$	1,051	$	—	$	—		$	—	$	1,051	$	—	$	1,051	$	—
Corporate Debt Securities		2,908		60		(3	)		—		2,965		—		2,965		—
Commercial Paper		1,035		—		—			—		1,035		—		1,035		—
U.S. Treasury Securities		400		2		—			—		402		402		—		—
FDIC Insured Debt Securities		302		1		—			—		303		—		303		—
ARS		80		12		—			—		92		—		—		92
FRS		21		—		(3	)		—		18		—		—		18
Total Marketable Securities	$	5,797	$	75	$	(6	)	$	—	$	5,866	$	402	$	5,354	$	110

The following table summarizes the classification of available for sale securities in the consolidated balance sheet:

Dollars in Millions	June 30, 2012		December 31, 2011
Current Marketable Securities	$	2,236	$	2,957
Non-current Marketable Securities		3,732		2,909
Total Marketable Securities	$	5,968	$	5,866

Money market funds and other securities aggregating $2,512 million and $5,469 million at June 30, 2012 and December 31, 2011, respectively, were included in cash and cash equivalents and valued using Level 2 inputs. At June 30, 2012, $3,718 million of non-current available for sale corporate debt securities and FRS mature within five years.

The change in fair value for the investments in equity and fixed income funds are recognized in the results of operations and are designed to offset the changes in fair value of certain employee retirement benefits.

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The following table summarizes the activity for financial assets utilizing Level 3 fair value measurements:

	2012			2011
Fair value at January 1	$	110		$	110
Sales		(81	)		—
Fair value at June 30	$	29		$	110

Qualifying Hedges

The following table summarizes the fair value of outstanding derivatives:

		June 30, 2012					December 31, 2011
Dollars in Millions	Balance Sheet Location	Notional		Fair Value (Level 2)			Notional		Fair Value (Level 2)
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other assets	$	573	$	150		$	579	$	135
Foreign currency forward contracts	Other assets		1,254		85			1,347		88
Foreign currency forward contracts	Accrued expenses		348		(5	)		480		(29	)

Cash Flow Hedges—Foreign currency forward contracts are primarily utilized to hedge forecasted intercompany inventory purchase transactions in certain foreign currencies. These forward contracts are designated as cash flow hedges with the effective portion of changes in fair value being temporarily reported in accumulated other comprehensive income (OCI) and recognized in earnings when the hedged item affects earnings. As of June 30, 2012, significant outstanding foreign currency forward contracts were primarily attributed to Euro and Japanese yen foreign currency forward contracts in the notional amount of $746 million and $514 million, respectively.

The net gain on foreign currency forward contracts qualifying for cash flow hedge accounting is expected to be reclassified to cost of products sold within the next two years, including $78 million of pre-tax gains to be reclassified within the next 12 months. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring on the originally forecasted date, or 60 days thereafter, 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. Any ineffective portion of the change in fair value is included in current period earnings. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not significant during the three and six months ended June 30, 2012 and 2011.

Net Investment Hedges—Non-U.S. dollar borrowings of €541 million ($677 million) are designated to hedge the foreign 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 gains or losses on the remeasurement of the debt is recognized in the foreign currency translation component of accumulated OCI with the related offset in long-term debt.

Fair Value Hedges—Fixed-to-floating interest rate swap contracts are designated as fair value hedges and are used as part of an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The swaps and underlying debt for the benchmark risk being hedged are recorded at fair value. When the underlying swap is terminated prior to maturity, the fair value basis adjustment to the underlying debt instrument is amortized into earnings as an adjustment to interest expense over the remaining term of the debt.

The adjustment to long-term debt from interest rate swaps that qualify as fair value hedges and other items was as follows:

Dollars in Millions	June 30, 2012			December 31, 2011
Principal Value	$	4,533		$	4,669
Adjustments to Principal Value:
Fair value of interest rate swaps		150			135
Unamortized basis adjustment from swap terminations		547			594
Unamortized bond discounts		(21	)		(22	)
Total	$	5,209		$	5,376

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The fair value of long-term debt was $6,294 million at June 30, 2012 and $6,406 million at December 31, 2011 and was valued using Level 2 inputs. Interest payments were $56 million and $32 million for the three months ended June 30, 2012 and 2011, respectively, and $89 million and $63 million for the six months ended June 30, 2012 and 2011, respectively, net of amounts related to interest rate swap contracts.

During the second quarter of 2011, fixed-to-floating interest rate swap agreements of $800 million notional amount and €75 million notional amount were terminated generating total proceeds of $95 million (including accrued interest of $12 million). The basis adjustment from the swap terminations is amortized as interest expense over the remaining life of the underlying debt.

Debt repurchase activity was as follows:

	Six Months Ended June 30,
Dollars in Millions	2012		2011
Principal amount	$	80	$	71
Carrying value		90		88
Repurchase price		109		78
Notional amount of interest rate swaps terminated		6		34
Swap termination proceeds		2		6
Total (gain)/loss		19		(10	)

Note 9. RECEIVABLES

Receivables include:

Dollars in Millions	June 30, 2012			December 31, 2011
Trade receivables	$	1,738		$	2,397
Less allowances		(115	)		(147	)
Net trade receivables		1,623			2,250
Alliance partners receivables		873			1,081
Prepaid and refundable income taxes		146			256
Miscellaneous receivables		183			156
Receivables	$	2,825		$	3,743

Receivables are netted with deferred income related to alliance partners until recognition of income. As a result, alliance partner receivables and deferred income were reduced by $1,181 million and $901 million at June 30, 2012 and December 31, 2011, respectively. For additional information regarding alliance partners, see “—Note 3. Alliances and Collaborations.” Non-U.S. receivables sold on a nonrecourse basis were $493 million and $525 million for the six months ended June 30, 2012 and 2011, respectively. In the aggregate, receivables due from three pharmaceutical wholesalers in the U.S. represented 38% and 55% of total trade receivables at June 30, 2012 and December 31, 2011, respectively.

Note 10. INVENTORIES

Inventories include:

Dollars in Millions	June 30, 2012		December 31, 2011
Finished goods	$	503	$	478
Work in process		755		646
Raw and packaging materials		263		260
Inventories	$	1,521	$	1,384

Inventories expected to remain on-hand beyond one year are included in non-current assets and were $349 million (including $35 million subject to regulatory approval prior to being sold) at June 30, 2012 and $260 million at December 31, 2011. The status of the regulatory approval process and the probability of future sales were considered in assessing the recoverability of these costs.

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Note 11. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment includes:

Dollars in Millions	June 30, 2012			December 31, 2011
Land	$	111		$	137
Buildings		4,543			4,545
Machinery, equipment and fixtures		3,421			3,437
Construction in progress		326			262
Gross property, plant and equipment		8,401			8,381
Less accumulated depreciation		(3,923	)		(3,860	)
Property, plant and equipment	$	4,478		$	4,521

Note 12. GOODWILL

Changes in the carrying amount of goodwill during the six months ended June 30, 2012 were as follows:

Dollars in Millions
Balance at January 1, 2012	$	5,586
Inhibitex acquisition		1,213
Balance at June 30, 2012	$	6,799

Qualitative factors were assessed in the first quarter in determining whether it was more likely than not that the fair value of our aggregated geographic reporting units exceeded its carrying value. Examples of qualitative factors assessed included our share price, our financial performance compared to budgets, long-term financial plans, macroeconomic, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets from the annual impairment test performed in the prior year. Positive and negative influences of each relevant factor were assessed both individually and in the aggregate and as a result it was concluded that no additional quantitative testing was required.

Note 13. EQUITY

Dollars and Shares in Millions	Common Stock				Capital in Excess of Par Value of Stock			Retained Earnings			Treasury Stock						Noncontrolling Interest
	Shares		Par Value								Shares			Cost
Balance at January 1, 2011		2,205	$	220	$	3,682		$	31,636			501		$	(17,454	)	$	(75	)
Net earnings attributable to BMS		—		—		—			1,888			—			—			—
Cash dividends declared		—		—		—			(1,132	)		—			—			—
Stock repurchase program		—		—		—			—			14			(386	)		—
Employee stock compensation plans		—		—		(361	)		—			(15	)		649			—
Net earnings attributable to noncontrolling interest		—		—		—			—			—			—			1,186
Distributions		—		—		—			—			—			—			(1,319	)
Balance at June 30, 2011		2,205	$	220	$	3,321		$	32,392			500		$	(17,191	)	$	(208	)
Balance at January 1, 2012		2,205	$	220	$	3,114		$	33,069			515		$	(17,402	)	$	(89	)
Net earnings attributable to BMS		—		—		—			1,746			—			—			—
Cash dividends declared		—		—		—			(1,154	)		—			—			—
Stock repurchase program		—		—		—			—			27			(875	)		—
Employee stock compensation plans		3		1		(331	)		—			(12	)		677			—
Net earnings attributable to noncontrolling interest		—		—		—			—			—			—			859
Distributions		—		—		—			—			—			—			(1,056	)
Balance at June 30, 2012		2,208	$	221	$	2,783		$	33,661			530		$	(17,600	)	$	(286	)

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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In June 2012, the Board of Directors increased its authorization for the repurchase of common stock by $3.0 billion, with $3.3 billion of common stock repurchase capacity remaining as of June 30, 2012. Repurchases may be made either in the open market or through private transactions, including under repurchase plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The stock repurchase program does not have an expiration date and is expected to take place over a couple of years. It may be suspended or discontinued at any time.

Noncontrolling interest is primarily related to the partnerships with Sanofi for the territory covering the Americas for net sales of Plavix*. Net earnings attributable to noncontrolling interest are presented net of taxes of $91 million and $204 million for the three months ended June 30, 2012 and 2011, respectively, and $320 million and $400 million for the six months ended June 30, 2012 and 2011, respectively, in the consolidated statements of earnings with a corresponding increase to the provision for income taxes. Distribution of the partnership profits to Sanofi and Sanofi’s funding of ongoing partnership operations occur on a routine basis. The above activity includes the pre-tax income and distributions related to these partnerships.

The accumulated balances related to each component of other comprehensive income/(loss) (OCI), net of taxes, were as follows:

Dollars in Millions	Foreign Currency Translation			Derivatives Qualifying as Effective Hedges			Pension and Other Postretirement Benefits			Available for Sale Securities			Accumulated Other Comprehensive Income/(Loss)
Balance at January 1, 2011	$	(222	)	$	(20	)	$	(2,163	)	$	34		$	(2,371	)
Other comprehensive income/(loss)		(29	)		(44	)		37			18			(18	)
Balance at June 30, 2011	$	(251	)	$	(64	)	$	(2,126	)	$	52		$	(2,389	)
Balance at January 1, 2012	$	(238	)	$	36		$	(2,905	)	$	62		$	(3,045	)
Other comprehensive income/(loss)		7			12			60			(1	)		78
Balance at June 30, 2012	$	(231	)	$	48		$	(2,845	)	$	61		$	(2,967	)

Note 14. PENSION AND POSTRETIREMENT BENEFIT PLANS

The net periodic benefit cost of defined benefit pension and postretirement benefit plans includes:

	Three Months Ended June 30,												Six Months Ended June 30,
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
Dollars in Millions	2012			2011			2012			2011			2012			2011			2012			2011
Service cost – benefits earned during the year	$	7		$	11		$	2		$	2		$	17		$	21		$	4		$	4
Interest cost on projected benefit obligation		79			86			5			6			158			170			11			13
Expected return on plan assets		(126	)		(118	)		(6	)		(6	)		(252	)		(233	)		(13	)		(13	)
Amortization of prior service cost/(benefit)		(1	)		—			—			—			(1	)		—			(1	)		(1	)
Amortization of net actuarial loss		32			29			2			1			65			57			6			3
Curtailments		—			—			—			—			—			(1	)		—			—
Settlements		—			—			—			—			—			(2	)		—			—
Total net periodic benefit cost	$	(9	)	$	8		$	3		$	3		$	(13	)	$	12		$	7		$	6

Contributions to the U.S. pension plans are expected to be approximately $340 million during 2012, of which $319 million was contributed in the six months ended June 30, 2012. Contributions to the international plans are expected to range from $75 million to $90 million in 2012, of which $40 million was contributed in the six months ended June 30, 2012.

The expense attributed to defined contribution plans in the U.S. was $48 million and $47 million for the three months ended June 30, 2012 and 2011, respectively and $96 million and $86 million for the six months ended June 30, 2012 and 2011, respectively.

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Note 15. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Stock options	$	2	$	7	$	5	$	13
Restricted stock		18		22		37		40
Market share units		7		5		13		11
Long-term performance awards		13		9		27		17
Total stock-based compensation expense	$	40	$	43	$	82	$	81
Deferred tax benefit related to stock-based compensation expense	$	14	$	15	$	28	$	28

In the six months ended June 30, 2012, 2.9 million restricted stock units, 1.1 million market share units and 1.7 million long-term performance share units were granted. The weighted-average grant date fair value for restricted stock units, market share units and long-term performance share units granted during the six months ended June 30, 2012 was $32.65, $31.85 and $32.33, respectively.

Substantially all restricted stock units vest ratably over a four year period based on share price performance. Market share units vest ratably over a four year period based on share price performance. The fair value of market share units was estimated on the date of grant using a model applying multiple input variables that determine the probability of satisfying market conditions. Long-term performance share units are determined based on the achievement of annual performance goals, but are not vested until the end of the three year plan period.

Total compensation costs related to nonvested awards not yet recognized and the weighted-average period over which such awards are expected to be recognized at June 30, 2012 were as follows:

Dollars in Millions	Stock     Options		Restricted       Stock		Market Share Units		Long-Term Performance Awards
Unrecognized compensation cost	$	6	$	184	$	46	$	55
Expected weighted-average period in years of compensation cost to be recognized		0.7		2.9		3.1		1.5

Note 16. 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. 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, 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 our patent rights would likely result in substantial decreases in the respective product sales 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,

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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 has been remanded to the Federal Court for further proceedings related to damages. It is expected the amount of damages will not be material to the Company.

Plavix*—EU

As previously disclosed, in 2007, YES Pharmaceutical Development Services GmbH (YES Pharmaceutical) filed an application for marketing authorization in Germany for an alternate salt form of clopidogrel. This application relied on data from studies that were originally conducted by Sanofi and BMS for Plavix* and were still the subject of data protection in the EU. Sanofi and BMS have filed an action against YES Pharmaceutical and its partners in the administrative court in Cologne objecting to the marketing authorization. This matter is currently pending, although these specific marketing authorizations now have been withdrawn from the market.

Plavix*—Canada (Apotex, Inc.)

On April 22, 2009, Apotex filed an impeachment action against Sanofi in the Federal Court of Canada alleging that Sanofi’s Canadian Patent No. 1,336,777 (the ‘777 Patent) is invalid. On June 8, 2009, Sanofi filed its defense to the impeachment action and filed a suit against Apotex for infringement of the ‘777 Patent. The trial was completed in June 2011 and in December 2011, the Federal Court of Canada issued a decision that the ‘777 Patent is invalid. Sanofi is appealing this decision though generic companies have since entered the market.

OTHER INTELLECTUAL PROPERTY LITIGATION

Abilify*

As previously disclosed, Otsuka has filed patent infringement actions against Teva, Barr Pharmaceuticals, Inc. (Barr), Sandoz Inc. (Sandoz), Synthon Laboratories, Inc (Synthon), Sun Pharmaceuticals (Sun), Zydus Pharmaceuticals USA, Inc. (Zydus), and Apotex relating to U.S. Patent No. 5,006,528, (‘528 Patent) which covers aripiprazole and expires in April 2015 (including the additional six-month pediatric exclusivity period). Aripiprazole is comarketed by the Company and Otsuka in the U.S. as Abilify*. A non-jury trial in the U.S. District Court for the District of New Jersey (NJ District Court) against Teva/Barr and Apotex was completed in August 2010. In November 2010, the NJ District Court upheld the validity and enforceability of the ‘528 Patent, maintaining the main patent protection for Abilify* in the U.S. until April 2015. The NJ District Court also ruled that the defendants’ generic aripiprazole product infringed the ‘528 Patent and permanently enjoined them from engaging in any activity that infringes the ‘528 Patent, including marketing their generic product in the U.S. until after the patent (including the six-month pediatric extension) expires. Sandoz, Synthon, Sun and Zydus are also bound by the NJ District Court’s decision. In December 2010, Teva/Barr and Apotex appealed this decision to the U.S. Court of Appeals for the Federal Circuit (Federal Circuit). In May 2012, the Federal Circuit affirmed the NJ District Court’s decision. In June 2012, Apotex filed a petition for rehearing en banc. It is not possible at this time to determine the outcome of any further appeals of the NJ District Court’s decision. If Otsuka were not to prevail in an appeal, generic competition would likely result in substantial decreases in the sales of Abilify* in the U.S., which would have a material adverse effect on the results of operations and cash flows and could be material to the Company’s financial condition.

Atripla*

In April 2009, Teva filed an abbreviated New Drug Application (aNDA) to manufacture and market a generic version of Atripla*. Atripla* is a single tablet three-drug regimen combining the Company’s Sustiva and Gilead’s Truvada*. As of this time, the Company’s U.S. patent rights covering Sustiva’s composition of matter and method of use have not been challenged. Teva sent Gilead a Paragraph IV certification letter challenging two of the fifteen Orange Book-listed patents for Atripla*. Atripla* is the product of a joint venture between the Company and Gilead. In May 2009, Gilead filed a patent infringement action against Teva in the U.S. District Court for the Southern District of New York (SDNY). In January 2010, the Company received a notice that Teva has amended its aNDA and is challenging eight additional Orange Book-listed patents for Atripla*. In March 2010, the Company and Merck, Sharp & Dohme Corp. (Merck) filed a patent infringement action against Teva also in the SDNY relating to two U.S. Patents which claim crystalline or polymorph forms of efavirenz. In March 2010, Gilead filed two patent infringement actions against Teva in the SDNY relating to six Orange Book-listed patents for Atripla*. Discovery in these matters is ongoing. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

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Baraclude

In August 2010, Teva filed an aNDA to manufacture and market generic versions of Baraclude. The Company received a Paragraph IV certification letter from Teva challenging the one Orange Book-listed patent for Baraclude, U.S. Patent No. 5,206,244, which expires in 2015. In September 2010, the Company filed a patent infringement lawsuit in the U.S. District Court for the District of Delaware against Teva for infringement of the listed patent covering Baraclude, which triggered an automatic 30-month stay of approval of Teva’s aNDA. A trial is expected to take place in the fourth quarter of 2012. In June 2012, the Company filed a patent infringement lawsuit against Sandoz following the receipt of a Paragraph IV certification letter challenging the same Orange-Book listed patent. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

Sprycel

In September 2010, Apotex filed an aNDA to manufacture and market generic versions of Sprycel. The Company received a Paragraph IV certification letter from Apotex challenging the four Orange Book listed patents for Sprycel, including the composition of matter patent. In November 2010, the Company filed a patent infringement lawsuit in the NJ District Court against Apotex for infringement of the four Orange Book listed patents covering Sprycel, which triggered an automatic 30-month stay of approval of Apotex’s aNDA. In October 2011, the Company received a Paragraph IV notice letter from Apotex informing the Company that it is seeking approval of generic versions of the 80 mg and 140 mg dosage strengths of Sprycel and challenging the same four Orange Book listed patents. In November 2011, BMS filed a patent infringement suit against Apotex on the 80 mg and 140 mg dosage strengths in the NJ District Court. This case has been consolidated with the suit filed in November 2010. Discovery in this matter is ongoing. It is not possible at this time to reasonably assess the outcome of this lawsuit or its impact on the Company.

Sustiva—EU

In January 2012, Teva obtained a European marketing authorization for Efavirenz Teva 600 mg tablets. In February 2012, the Company and Merck filed lawsuits and requests for injunctions against Teva in the Netherlands, Germany and the U.K. for infringement of Merck’s European Patent No. 0582455 and Supplementary Protection Certificates expiring in November 2013. As of April 2012, requests for injunctions have been granted in the U.K. and denied in the Netherlands and Germany. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

GENERAL COMMERCIAL LITIGATION

Clayworth Litigation

As previously disclosed, the Company, together with a number of other pharmaceutical manufacturers, was named as a defendant in an action filed in California Superior Court in Oakland, James Clayworth et al. v. Bristol-Myers Squibb Company, et al., alleging that the defendants conspired to fix the prices of pharmaceuticals by agreeing to charge more for their drugs in the U.S. than they charge outside the U.S., particularly Canada, and asserting claims under California’s Cartwright Act and unfair competition law. The plaintiffs sought trebled monetary damages, injunctive relief and other relief. In December 2006, the Court granted the Company and the other manufacturers’ motion for summary judgment based on the pass-on defense, and judgment was then entered in favor of defendants. In July 2008, judgment in favor of defendants was affirmed by the California Court of Appeals. In July 2010, the California Supreme Court reversed the California Court of Appeal’s judgment and the matter was remanded to the California Superior Court for further proceedings. In March 2011, the defendants’ motion for summary judgment was granted and judgment was entered in favor of the defendants. The plaintiffs have appealed this decision and an oral argument occurred in June 2012. It is not possible at this time to determine the outcome of the appeal.

Remaining Apotex Matters Related to Plavix*

As previously disclosed, in November 2008, Apotex filed a lawsuit in New Jersey Superior Court entitled, Apotex Inc., et al. v. sanofi-aventis, et al., seeking payment of $60 million, plus interest calculated at the rate of 1% per month from the date of the filing of the lawsuit, until paid, related to the break-up of a March 2006 proposed settlement agreement relating to the-then pending Plavix* patent litigation against Apotex. In April 2011, the New Jersey Superior Court granted the Company’s cross-motion for summary judgment motion and denied Apotex’s motion for summary judgment. Apotex has appealed these decisions. It is not possible at this time to determine the outcome of any appeal from the New Jersey Superior Court’s decisions.

In January 2011, Apotex filed a lawsuit in Florida State Court, Broward County, alleging breach of contract relating to the May 2006 proposed settlement agreement with Apotex relating to the then pending Plavix* patent litigation. Discovery is ongoing.

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PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION AND INVESTIGATIONS

Abilify* Federal Subpoena

In January 2012, the Company received a subpoena from the United States Attorney’s Office for the Southern District of New York requesting information related to, among other things, the sales and marketing of Abilify*. It is not possible at this time to assess the outcome of this matter or its potential impact on the Company.

Abilify* State Attorneys General Investigation

In March 2009, the Company received a letter from the Delaware Attorney General’s Office advising of a multi-state coalition investigating whether certain Abilify* marketing practices violated those respective states’ consumer protection statutes. It is not possible at this time to reasonably assess the outcome of this investigation or its potential impact on the Company.

Abilify* Co-Pay Assistance Litigation

In March 2012, the Company and its partner Otsuka were named as co-defendants in a private class action lawsuit filed by union health and welfare funds in the SDNY. Plaintiffs are challenging the legality of the Abilify* co-pay assistance program under the Federal Antitrust and the Racketeer Influenced and Corrupt Organizations laws, and seeking damages. It is not possible at this time to reasonably assess the outcome of this litigation or its potential impact on the Company.

AWP Litigation

As previously disclosed, the Company, together with a number of other pharmaceutical manufacturers, has been a defendant in a number of private class actions as well as suits brought by the attorneys general of various states. In these actions, plaintiffs allege that defendants caused the Average Wholesale Prices (AWPs) of their products to be inflated, thereby injuring government programs, entities and persons who reimbursed prescription drugs based on AWPs. The Company is a defendant in four state attorneys general suits pending in state courts around the country. Beginning in August 2010, the Company was the defendant in a trial in the Commonwealth Court of Pennsylvania (Commonwealth Court), brought by the Commonwealth of Pennsylvania. In September 2010, the jury issued a verdict for the Company, finding that the Company was not liable for fraudulent or negligent misrepresentation; however, the Commonwealth Court judge issued a decision on a Pennsylvania consumer protection claim that did not go to the jury, finding the Company liable for $28 million and enjoining the Company from contributing to the provision of inflated AWPs. The Company has moved to vacate the decision and the Commonwealth has moved for a judgment notwithstanding the verdict, which the Commonwealth Court denied. The Company and the Commonwealth have appealed the decision to the Pennsylvania Supreme Court. The Company is currently scheduled to proceed to trial in Mississippi in mid-2013.

Qui Tam Litigation

In March 2011, the Company was served with an unsealed qui tam complaint filed by three former sales representatives in California Superior Court, County of Los Angeles. The California Department of Insurance has elected to intervene in the lawsuit. The complaint alleges the Company paid kickbacks to California providers and pharmacies in violation of California Insurance Frauds Prevention Act, Cal. Ins. Code § 1871.7. Discovery is ongoing. It is not possible at this time to reasonably assess the outcome of this lawsuit or its impact on the Company.

PRODUCT LIABILITY LITIGATION

The Company is a party to various product liability lawsuits. As previously disclosed, in addition to lawsuits, the Company also faces unfiled claims involving its products.

Plavix*

As previously disclosed, the Company and certain affiliates of Sanofi are defendants in a number of individual lawsuits in various state and federal courts claiming personal injury damage allegedly sustained after using Plavix*. Currently, more than 1,000 claims are filed in state and federal courts in various states including California, Illinois, New Jersey, New York, Ohio and Pennsylvania. The Company also executed a tolling agreement with respect to unfiled claims by potential additional plaintiffs. The defendants have exercised their right to terminate the tolling agreement effective September 1, 2012. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

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Reglan*

The Company is one of a number of defendants in numerous lawsuits, on behalf of approximately 2,500 plaintiffs, claiming personal injury allegedly sustained after using Reglan* or another brand of the generic drug metoclopramide, a product indicated for gastroesophageal reflux and certain other gastrointestinal disorders. The Company, through its generic subsidiary, Apothecon, Inc., distributed metoclopramide tablets manufactured by another party between 1996 and 2000. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

Hormone Replacement Therapy

The Company is one of a number of defendants in a mass-tort litigation in which plaintiffs allege, among other things, that various hormone therapy products, including hormone therapy products formerly manufactured by the Company (Estrace*, Estradiol, Delestrogen* and Ovcon*) cause breast cancer, stroke, blood clots, cardiac and other injuries in women, that the defendants were aware of these risks and failed to warn consumers. The Company has agreed to resolve the claims of approximately 400 plaintiffs. As of June 30, 2012, the Company remains a defendant in approximately 36 actively pending lawsuits in federal and state courts throughout the U.S. All of the Company’s hormone therapy products were sold to other companies between January 2000 and August 2001.

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 the Comprehensive Environmental Response, Compensation and Liability Act (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 $70 million at June 30, 2012, 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).

New Brunswick Facility—Environmental & Personal Injury Lawsuits

Since May 2008, over 250 lawsuits have been filed against the Company in New Jersey Superior Court by or on behalf of current and former residents of New Brunswick, New Jersey who live or have lived adjacent to the Company’s New Brunswick facility. The complaints either allege various personal injuries damages resulting from alleged soil and groundwater contamination on their property stemming from historical operations at the New Brunswick facility, or are claims for medical monitoring. A portion of these complaints also assert claims for alleged property damage. In October 2008, the New Jersey Supreme Court granted Mass Tort status to these cases and transferred them to the New Jersey Superior Court in Atlantic County for centralized case management purposes. The Company intends to defend itself vigorously in this litigation. Discovery is ongoing. In October 2011 and May 2012, over 100 additional cases were filed in New Jersey Superior Court and removed by the Company to United States District Court, District of New Jersey. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

North Brunswick Township Board of Education

As previously disclosed, in October 2003, the Company was contacted by counsel representing the North Brunswick, NJ Board of Education (BOE) regarding a site where waste materials from E.R. Squibb and Sons may have been disposed from the 1940’s through the 1960’s. Fill material containing industrial waste and heavy metals in excess of residential standards was discovered during an expansion project at the North Brunswick Township High School, as well as at a number of neighboring residential properties and adjacent public park areas. In January 2004, the New Jersey Department of Environmental Protection (NJDEP) sent the Company and others an information request letter about possible waste disposal at the site, to which the Company responded in March 2004. The BOE and the Township, as the current owners of the school property and the park, are conducting and jointly financing soil remediation work and ground water investigation work under a work plan approved by NJDEP, and have asked the Company to contribute to the cost. The Company is actively monitoring the clean-up project, including its costs. To date, neither the school board nor the Township has asserted any claim against the Company. Instead, the Company and the local entities have negotiated an agreement to attempt to resolve the matter by informal means, and avoid litigation. A central component of the agreement is the

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provision by the Company of interim funding to help defray cleanup costs and assure the work is not interrupted. The Company transmitted interim funding payments in December 2007 and November 2009. The parties commenced mediation in late 2008; however, those efforts were not successful and the parties moved to a binding allocation process. The parties are expected to conduct fact and expert discovery, followed by formal evidentiary hearings and written argument. Hearings likely will be scheduled for late 2012 or early 2013. In addition, in September 2009, the Township and BOE filed suits against several other parties alleged to have contributed waste materials to the site. The Company does not currently believe that it is responsible for any additional amounts beyond the two interim payments totaling $4 million already transmitted. Any additional possible loss is not expected to be material.

OTHER PROCEEDINGS

Italy Investigation

In July 2011, the Public Prosecutor in Florence, Italy (Italian Prosecutor) initiated a criminal investigation against the Company’s subsidiary in Italy (BMS Italy). The allegations against the Company relate to alleged activities of a former employee who left the Company in the 1990s. The Italian Prosecutor has requested as an interim measure that a judicial administrator be appointed to temporarily run the operations of BMS Italy. The Florence Court has not yet ruled on the Italian Prosecutor’s request. It is not possible at this time to assess the outcome of this investigation or its potential impact on the Company.

SEC Germany Investigation

In October 2006, the SEC informed the Company that it had begun a formal inquiry into the activities of certain of the Company’s German pharmaceutical subsidiaries and its employees and/or agents. The SEC’s inquiry encompasses matters formerly under investigation by the German prosecutor in Munich, Germany, which have since been resolved. The Company understands the inquiry concerns potential violations of the Foreign Corrupt Practices Act (FCPA). The Company is cooperating with the SEC.

FCPA Investigation

In March, 2012, the Company received a subpoena from the SEC. The subpoena, issued in connection with an investigation under the FCPA, primarily relates to sales and marketing practices in various countries. The Company is cooperating with the government in its investigation of these matters.

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

EXECUTIVE SUMMARY

Bristol-Myers Squibb Company (which may be referred to as Bristol-Myers Squibb, BMS, the Company, we, our or us) is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. We license, manufacture, market, distribute and sell pharmaceutical products on a global basis.

Highlights

The following table is a summary of our financial highlights:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions, except per share data	2012			2011			2012			2011
Net Sales	$	4,443		$	5,434		$	9,694		$	10,445
Total Expenses		3,384			3,644			6,608			6,888
Earnings before Income Taxes		1,059			1,790			3,086			3,557
Provision for Income Taxes		251			483			796			883
Effective tax rate		23.7	%		27.0	%		25.8	%		24.8	%
Net Earnings Attributable to BMS
GAAP		645			902			1,746			1,888
Non-GAAP		808			971			1,902			1,971
Diluted Earnings Per Share
GAAP		0.38			0.52			1.02			1.10
Non-GAAP		0.48			0.56			1.12			1.14
Cash, Cash Equivalents and Marketable Securities								8,769			10,404

Our non-GAAP financial measures, including non-GAAP earnings and related earnings per share (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 see “—Non-GAAP Financial Measures” below.

Strategy

Over the past few years, we transformed our Company into a focused biopharmaceutical company. We continue to focus on sustaining our business and building a foundation for the future. We plan to achieve this foundation by growing our newer key marketed products, advancing our pipeline portfolio and managing our costs. We also plan to expand our presence in emerging markets, with a tailored approach to each market. We expect that our portfolio will become increasingly diversified across products and geographies over the next few years.

We face substantial exclusivity losses this year in Plavix* (clopidogrel bifsulfate) and Avapro*/Avalide* (irbesartan/irbesartan-hydrochlorothiazide), which together had more than $8 billion of net sales in 2011, and additional exclusivity losses in the coming years. We have been preparing for this for a number of years. As expected, we are experiencing a rapid, precipitous, and material decline in Plavix* and Avapro*/Avalide* net sales and a reduction in net income and operating cash flow. Such events are the norm in the industry when companies experience the loss of exclusivity of a significant product. We also face significant challenges with an increasingly complex global and regulatory environment and global economic uncertainty, particularly in the EU. We believe our strategy to grow our newer marketed products and our robust research and development (R&D) pipeline, particularly within the therapeutic areas of immuno-oncology, cardiovascular/metabolic disease and virology, position us well for the future.

We continue to expand our biologics capabilities. We still rely significantly on small molecules as our strongest, most reliable starting point for discovering potential new medicines, but large molecules, or biologics, which are derived from recombinant DNA technologies, are becoming increasingly important. Currently, more than one in three of our pipeline compounds are biologics, as are four of our key marketed products, including Yervoy (ipilimumab).

We also continue to support our pipeline with our licensing and acquisitions strategy, which we refer to as our “string of pearls.” In February 2012, we acquired Inhibitex, Inc. (Inhibitex), a clinical-stage biopharmaceutical company focused on developing products to treat serious infectious diseases, including the hepatitis C virus and in June 2012, we entered into an agreement to acquire Amylin

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Pharmaceuticals, Inc. (Amylin), a biopharmaceutical company dedicated to the discovery, development and commercialization of innovative medicines for patients with diabetes and other metabolic diseases. Following the expected completion of our acquisition of Amylin, we will enter into collaboration agreements with AstraZeneca Pharmaceuticals LP, a wholly-owned subsidiary of AstraZeneca PLC (AstraZeneca), which build upon our existing alliance, further expanding our collaboration strategy.

Product and Pipeline Developments

We manage our R&D programs on a portfolio basis, investing resources in each stage from early discovery through late-stage development. We continually evaluate our portfolio of R&D assets to ensure that there is an appropriate balance of early-stage and late-stage programs to support future growth. We consider our R&D programs that have entered into Phase III development to be significant, as these programs constitute our late-stage development pipeline. These Phase III development programs include both investigational compounds in Phase III development for initial indications and marketed products that are in Phase III development for additional indications or formulations. Spending on these programs represents approximately 30-40% of our annual R&D expenses. No individual investigational compound or marketed product represented 10% or more of our R&D expenses in any of the last three years. While we do not expect all of our late-stage development programs to make it to market, our late-stage development programs are the R&D programs that could potentially have an impact on our revenue and earnings within the next few years. The following are the recent significant developments in our marketed products and our late-stage pipeline:

Eliquis (apixaban)—an oral Factor Xa inhibitor indicated in the European Union (EU) for the prevention of venous thromboembolic events (VTE) in adult patients who have undergone elective hip or knee replacement surgery and in development for stroke prevention in patients with atrial fibrillation (AF) and the prevention and treatment of venous thomboembolic disorders that is part of our strategic alliance with Pfizer, Inc. (Pfizer)

• In June 2012, the Company and Pfizer announced that the U.S. Food and Drug Administration (FDA) issued a Complete Response Letter (CRL) regarding the New Drug Application for Eliquis for the prevention of stroke and systemic embolism in patients with nonvalvular AF. The CRL requests additional information on data management and verification from the ARISTOTLE trial. The FDA has not requested that the companies complete any new studies.

Forxiga (dapagliflozin)—an oral SGLT2 inhibitor for the treatment of diabetes that is part of our alliance with AstraZeneca

• In June 2012 at the 72^nd American Diabetes Association Scientific Sessions, the Company and AstraZeneca announced results from a Phase III clinical study that showed Forxiga 10 mg demonstrated significant reductions in blood sugar levels (glycosylated hemoglobin levels, or HbA1c) compared with placebo at 24 weeks when either agent was added to existing sitagliptin therapy (with or without metformin) in adult patients with type 2 diabetes. The results were maintained over a 24-week extension and similar results were observed when the data were stratified by background therapy. The study also demonstrated significant reductions in total body weight and fasting plasma glucose levels in patients taking Forxiga added to sitigliptin (with or without metformin), with results maintained throughout the duration of the study.

• In April 2012, the Company received a positive opinion from the European Medicines Agency’s Committee for Medicinal Products for Human Use (CHMP) for Forxiga for the treatment of type 2 diabetes, as an adjunct to diet and exercise, in combination with other glucose-lowering medicinal products including insulin, and as a monotherapy in metformin intolerant patients. The CHMP’s positive opinion is under review by the European Commission which has the authority to approve medicines for the EU.

Brivanib—an investigational anti-cancer agent

• In July 2012, the Company announced that brivanib did not meet its primary overall survival objective based upon a non-inferiority statistical design in the Phase III BRISK-FL clinical trial of brivanib versus sorafenib as first-line treatment in patients with advanced hepatocellular carcinoma.

• In April 2012 at the European Association for the Study of the Liver meeting, the results of a Phase III study of brivanib vs. placebo in patients with advanced hepatocellular carcinoma who failed or were intolerant to sorafenib were presented. The primary endpoint of improving overall survival versus placebo was not met. There were improvements in time to progression, disease control rate and overall response rate indicating anti-tumor activity of brivanib. Brivanib had an acceptable safety profile.

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Erbitux* (cetuximab)—a monoclonal antibody designed to exclusively target and block the Epidermal Growth Factor Receptor, which is expressed on the surface of certain cancer cells in multiple tumor types as well as normal cells and is currently indicated for use against colorectal cancer and head and neck cancer. Erbitux* is part of our alliance with Eli Lilly and Company (Lilly).

• In July 2012, the FDA granted full approval of Erbitux* in combination with the chemotherapy regimen FOLFIRI (irinotecan, 5-fluorouracil, leucovorin) for the first-line treatment of patients with KRAS mutation-negative epidermal growth factor receptor-expressing metastatic colorectal cancer as determined by FDA-approved tests for the use.

• In April 2012, the FDA issued a CRL regarding the supplemental Biologics License Application (sBLA) in first-line non-small cell lung cancer which stated that, based on the current data package, the first-line indication for Erbitux* in combination with vinorelbine and cisplatin is not approvable. Lilly and the Company do not plan to resubmit the filing.

Onglyza/Kombiglyze (saxagliptin/once daily combination of saxagliptin and metformin hydrochloride extended-release)—a treatment for type 2 diabetes that is part of our strategic alliance with AstraZeneca

• Marketing authorization for Komboglyze, the twice daily, fixed dose combination of saxagliptin and immediate-release metformin, was granted by the European Commission in November 2011. However, due to a technical manufacturing issue, launch is now not expected until 2013.

Orencia (abatacept)—a fusion protein indicated for rheumatoid arthritis (RA)

• In July 2012, the Marketing Authorization Application for Orencia subcutaneous formulation received a positive opinion from the CHMP for use in treating patients with moderate to severe rheumatoid arthritis. The CHMP’s positive opinion will now be reviewed by the European Commission, which has authority to approve medicines for the European Union.

• In June 2012, at the European League Against Rheumatism Annual European Congress of Rheumatology, the Company announced that AMPLE, a head-to-head trial of 646 patients comparing the subcutaneous formulation of Orencia vs. Humira* (adalimumab), each on a background of methotrexate (MTX), in biologic naïve patients with moderate to severe RA met its primary endpoint (as measured by non-inferiority) demonstrating that Orencia plus MTX achieved comparable rates of efficacy for the American College of Rheumatology criteria of 20 percent response at 1 year of 64.8% vs. 63.4% Humira* plus MTX.

• In May 2012, the Company announced that the FDA had approved the Company’s biologics manufacturing facility in Devens, Massachusetts for commercial production of Orencia.

Nulojix (belatacept)—a fusion protein with novel immunosuppressive activity for the prevention of kidney transplant rejection

• In June 2012 at the 2012 American Transplant Congress, the Company announced new 4-year results from the long-term extensions (LTE) of the BENEFIT and BENEFIT-EXT clinical trials of Nulojix, the first T-cell costimulation blocker indicated for the prophylaxis of organ rejection in adult Epstein-Barr Virus seropositive patients receiving a kidney transplant, in combination with basiliximab induction, mycophenolate mofetil, and corticosteroids. Results showed that the safety profile of Nulojix through year 4 was consistent compared with results at year 3 with no new safety signals being identified, and that the renal function benefit versus cyclosporine was maintained through 4 years in patients enrolled in the LTE from both the BENEFIT and BENEFIT-EXT trials.

RESULTS OF OPERATIONS

Net Sales

The composition of the change in net sales was as follows:

	Three Months Ended June 30,												Six Months Ended June 30,
					2012 vs. 2011												2012 vs. 2011
	Net Sales				Analysis of % Change								Net Sales				Analysis of % Change
Dollars in Millions	2012		2011		Total Change		Volume		Price		Foreign Exchange		2012		2011		Total Change		Volume		Price		Foreign Exchange
United States	$	2,591	$	3,562		(27)%		(32)%		5%		—	$	6,044	$	6,812		(11)%		(18)%		7%		—
Europe		865		954		(9)%		5%		(4)%		(10)%		1,748		1,822		(4)%		6%		(3)%		(7)%
Japan, Asia Pacific and Canada		430		462		(7)%		(3)%		(2)%		(2)%		843		911		(7)%		(5)%		(2)%		—
Latin America, the Middle East and Africa		226		220		3%		6%		3%		(6)%		446		434		3%		4%		3%		(4)%
Emerging Markets		254		215		18%		24%		—		(6)%		456		421		8%		12%		(1)%		(3)%
Other		77		21		**		N/A		N/A		—		157		45		**		N/A		N/A		—
Total	$	4,443	$	5,434		(18)%		(19)%		3%		(2)%	$	9,694	$	10,445		(7)%		(10)%		5%		(2)%

** Change in excess of 100%

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Our total net sales decreased in 2012 primarily due to declines in sales of Plavix* and Avapro*/Avalide* following the losses of exclusivity of these products in the U.S. and unfavorable foreign exchange, partially offset by higher average net selling prices and continued growth in most key products.

The change in U.S. net sales attributed to volume reflects the recent exclusivity loss of Plavix* and Avapro*/Avalide*, partially offset by increased demand for most key products. The change in U.S. net sales attributed to price was a result of higher average net selling prices for Abilify* (aripiprazole) and Plavix*, partially offset by the reduction in our contractual share of Abilify* net sales. See “—Key Products” for further discussion of sales by key product.

Net sales in Europe decreased primarily due to unfavorable foreign exchange and lower sales of certain mature brands from divestitures and generic competition as well as generic competition for Plavix* and Avapro*/Avalide* partially offset by sales growth of most key products. The change in net sales was negatively impacted by continuing fiscal challenges in many European countries as healthcare payers, including government agencies, have reduced and are expected to continue to reduce healthcare costs through actions that directly or indirectly impose additional price reductions. These measures include, but are not limited to, mandatory discounts, rebates, other price reductions and other restrictive measures.

Net sales in Japan, Asia Pacific and Canada decreased due to generic competition for Plavix* and Avapro*/Avalide* in Canada as well as lower mature brand sales from generic competition and divestitures partially offset by higher demand for Baraclude (entecavir), Sprycel (dasatinib), which recently received first line indication in Japan, and Orencia, which was recently launched in Japan.

Other increased due to additional sales of bulk active pharmaceutical ingredient to our alliance partner as well as enhanced royalty-related revenue.

No single country outside the U.S. contributed more than 10% of total net sales during the three and six months ended June 30, 2012 and 2011.

In general, our business is not seasonal. For information on U.S. pharmaceutical prescriber demand, reference is made to the table within “—Estimated End-User Demand” below, which sets forth a comparison of changes in net sales to the estimated total prescription growth (for both retail and mail order customers) for certain of our key products. U.S. and non-U.S. net sales are categorized based upon the location of the customer.

We recognize revenue net of gross-to-net adjustments that are further described in “—Critical Accounting Policies” in the Company’s 2011 Annual Report on Form 10-K. Our contractual share of Abilify* and Atripla* sales is reflected net of all gross-to-net sales adjustments in gross sales.

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

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012			2011			2012			2011
Gross Sales	$	5,024		$	6,081		$	10,902		$	11,680
Gross-to-Net Sales Adjustments
Charge-Backs Related to Government Programs		(176	)		(198	)		(368	)		(365	)
Cash Discounts		(49	)		(72	)		(118	)		(139	)
Managed Healthcare Rebates and Other Contract Discounts		(18	)		(161	)		(84	)		(281	)
Medicaid Rebates		(100	)		(132	)		(203	)		(267	)
Sales Returns		(134	)		3			(234	)		(20	)
Other Adjustments		(104	)		(87	)		(201	)		(163	)
Total Gross-to-Net Sales Adjustments		(581	)		(647	)		(1,208	)		(1,235	)
Net Sales	$	4,443		$	5,434		$	9,694		$	10,445

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The activities and ending balances of each significant category of gross-to-net sales reserve adjustments were as follows:

Dollars in Millions	Charge-Backs Related to Government Programs			Cash Discounts			Managed Healthcare Rebates and Other Contract Discounts			Medicaid Rebates			Sales Returns			Other Adjustments			Total
Balance at January 1, 2012	$	(51	)	$	(28	)	$	(417	)	$	(411	)	$	(161	)	$	(181	)	$	(1,249	)
Provision related to sales made in current period		(368	)		(118	)		(141	)		(240	)		(237	)		(209	)		(1,313	)
Provision related to sales made in prior periods		—			—			57			37			3			8			105
Returns and payments		381			132			319			257			34			217			1,340
Impact of foreign currency translation		—			—			—			—			1			4			5
Balance at June 30, 2012	$	(38	)	$	(14	)	$	(182	)	$	(357	)	$	(360	)	$	(161	)	$	(1,112	)

Gross-to-net sales adjustments as a percentage of gross sales were 12% and 11% for the three months ended June 30, 2012 and 2011, respectively, and were 11% for both the six months ended June 30, 2012 and 2011. Such changes in rates are primarily a function of changes in sales mix and contractual and legislative discounts and rebates. Gross-to-net sales adjustments decreased due to:

• Managed healthcare rebates and other contract discounts decreased due to a reduction in prior period rebate and discount accruals based upon actual invoices received, the nonrenewal of Plavix* contract discounts in the Medicare Part D program as of January 1, 2012, and the decrease in sales of Plavix* following the loss of exclusivity.

• Medicaid rebates decreased primarily due to a reduction in prior period managed Medicaid accruals based upon actual invoices received.

• The provision for sales returns increased as a result of the loss of exclusivity in the U.S. of Plavix* in May 2012 and Avapro*/Avalide* in March 2012. The sales return reserves for these products in the U.S. were $222 million at June 30, 2012 and were determined after considering several factors including estimated inventory levels in the distribution channels. In accordance with company policy, these products are only eligible to be returned between six months prior to and twelve months after product expiration. Adjustments to these reserves might be required in the future for revised estimates based on actual returns which are not expected to occur until 2014.

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Net sales of key products represent 85% and 84% of total net sales for the three months ended June 30, 2012 and 2011, respectively, and 86% of total net sales for both the six months ended June 30, 2012 and 2011. The following table presents U.S. and international net sales by key products, the percentage change from the prior period and the foreign exchange impact when compared to the prior period. Commentary detailing the reasons for significant variances for key products is provided below:

	Three Months Ended June 30,								Six Months Ended June 30,
Dollars in Millions	2012		2011		% Change		% Change Attributable to Foreign Exchange		2012		2011		% Change		% Change Attributable to Foreign Exchange
Key Products
Plavix* (clopidogrel bisulfate)	$	741	$	1,865		(60)%		—	$	2,434	$	3,627		(33)%		—
U.S.		701		1,747		(60)%		—		2,331		3,388		(31)%		—
Non-U.S.		40		118		(66)%		(2)%		103		239		(57)%		(1)%
Avapro*/Avalide*
(irbesartan/irbesartan-hydrochlorothiazide)		117		251		(53)%		(2)%		324		541		(40)%		(1)%
U.S.		20		133		(85)%		—		120		293		(59)%		—
Non-U.S.		97		118		(18)%		(5)%		204		248		(18)%		(2)%
Eliquis (apixaban)		1		N/A		N/A		N/A		1		N/A		N/A		N/A
U.S.		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Non-U.S.		1		N/A		N/A		N/A		1		N/A		N/A		N/A
Abilify* (aripiprazole)		711		706		1%		(3)%		1,332		1,330		—		(2)%
U.S.		530		517		3%		—		970		977		(1)%		—
Non-U.S.		181		189		(4)%		(11)%		362		353		3%		(8)%
Reyataz (atazanavir sulfate)		406		396		3%		(4)%		764		762		—		(3)%
U.S.		196		189		4%		—		383		370		4%		—
Non-U.S.		210		207		1%		(9)%		381		392		(3)%		(7)%
Sustiva (efavirenz) Franchise		388		371		5%		(3)%		774		714		8%		(3)%
U.S.		256		228		12%		—		507		443		14%		—
Non-U.S.		132		143		(8)%		(8)%		267		271		(1)%		(6)%
Baraclude (entecavir)		357		292		22%		(3)%		682		567		20%		(2)%
U.S.		59		51		16%		—		114		99		15%		—
Non-U.S.		298		241		24%		(3)%		568		468		21%		(2)%
Erbitux* (cetuximab)		179		173		3%		(1)%		358		338		6%		—
U.S.		173		167		4%		—		346		329		5%		—
Non-U.S.		6		6		—		(3)%		12		9		33%		(2)%
Sprycel (dasatinib)		244		193		26%		(6)%		475		365		30%		(4)%
U.S.		90		68		32%		—		183		129		42%		—
Non-U.S.		154		125		23%		(9)%		292		236		24%		(6)%
Yervoy (ipilimumab)		162		95		71%		(4)%		316		95		**		(7)%
U.S.		121		95		27%		—		238		95		**		—
Non-U.S.		41		N/A		N/A		N/A		78		N/A		N/A		N/A
Orencia (abatacept)		290		228		27%		(3)%		544		427		27%		(2)%
U.S.		197		152		30%		—		366		290		26%		—
Non-U.S.		93		76		22%		(9)%		178		137		30%		(5)%
Nulojix (belatacept)		3		2		27%		N/A		4		2		92%		N/A
U.S.		2		2		—		—		3		2		50%		—
Non-U.S.		1		N/A		N/A		N/A		1		N/A		N/A		N/A
Onglyza/Kombiglyze
(saxagliptin/saxagliptin and metformin)		172		112		54%		(4)%		333		193		73%		(3)%
U.S.		123		80		54%		—		241		137		76%		—
Non-U.S.		49		32		53%		(15)%		92		56		64%		(14)%
Mature Products and All Other		672		750		(10)%		(5)%		1,353		1,484		(9)%		(3)%
U.S.		123		133		(8)%		—		242		260		(7)%		—
Non-U.S.		549		617		(11)%		(4)%		1,111		1,224		(9)%		(2)%

** Change in excess of 100%.

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Plavix*—a platelet aggregation inhibitor that is part of our alliance with Sanofi

• U.S. net sales decreased primarily due to the loss of exclusivity in May 2012. Estimated total U.S. prescription demand decreased 45% and 26% for the three and six months ended June 30, 2012, respectively. We expect the continued erosion of Plavix* net sales in the U.S.

• International net sales continue to be negatively impacted by generic clopidogrel products in the EU, Canada, and Australia. This has a continuing negative impact on both our net sales and our equity in net income of affiliates from our partnership with Sanofi in Europe and Asia.

Avapro*/Avalide* (known in the EU as Aprovel*/Karvea*)—an angiotensin II receptor blocker for the treatment of hypertension and diabetic nephropathy that is also part of the Sanofi alliance

• U.S. net sales decreased due to the exclusivity loss of Avapro*/Avalide* in March 2012. Total estimated U.S. prescription demand decreased 82% and 55% for the three and six months ended June 30, 2012, respectively.

• International net sales decreased due to lower demand including generic competition in certain EU markets and Canada.

Eliquis—an oral Xa inhibitor for the prevention of VTE in adult patients who have undergone elective hip or knee replacement surgery and in development for the prevention and treatment of venous thromboembolic disorders and stroke prevention in patients with AF that is part of our strategic alliance with Pfizer

• Eliquis has been approved in the EU and several other international countries for VTE prevention with launches continuing in many of those countries.

Abilify*—an antipsychotic agent for the treatment of schizophrenia, bipolar mania disorder and major depressive disorder that is part of our strategic alliance with Otsuka

• U.S. net sales increased during the three months ended June 30, 2012 due to higher average net selling prices and partially offset by the reduction in our contractual share of net sales recognized from 53.5% in 2011 to 51.5% in 2012 and fluctuations in retail buying patterns. During the six months ended June 30, 2012, U.S. net sales decreased as fluctuations in retail buying patterns and the reduction in our contractual share of net sales recognized more than offset higher average net selling prices and increased prescription demand. Estimated total U.S. prescription demand was flat for the three months ended June 30, 2012 and increased 2% for the six months ended June 30, 2012.

• International net sales increased primarily due to higher prescription demand partially offset by unfavorable foreign exchange.

Reyataz—a protease inhibitor for the treatment of HIV

• U.S. net sales increased due to higher average net selling prices. Estimated total U.S. prescription demand decreased 4% and 2% for the three and six months ended June 30, 2012, respectively.

• International net sales increased in the three months ended June 30, 2012 as increased demand attributable to the timing of government purchases in Russia was partially offset by unfavorable foreign exchange. International net sales decreased slightly in the six months ended June 30, 2012 due to unfavorable foreign exchange partially offset by increased demand.

Sustiva Franchise—a non-nucleoside reverse transcriptase inhibitor for the treatment of HIV, which includes Sustiva, an antiretroviral drug, and bulk efavirenz, which is also included in the combination therapy, Atripla* (efavirenz 600mg/emtricitabine 200 mg/tenofovir disoproxil fumarate 300 mg), a product sold through a joint venture with Gilead Sciences, Inc. (Gilead)

• U.S. net sales increased due to higher demand in government channels and higher average net selling prices. Estimated total U.S. prescription demand decreased 2% for the three months ended June 30, 2012 and was flat for the six months ended June 30, 2012.

• International net sales decreased in the three months ended June 30, 2012 as sales remained relatively flat and were negatively impacted by unfavorable foreign exchange. International net sales decreased in the six months ended June 30, 2012 as increased demand was more than offset by unfavorable foreign exchange.

Baraclude—an oral antiviral agent for the treatment of chronic hepatitis B

• Worldwide net sales increased primarily due to continued strong demand in international markets.

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Erbitux*—a monoclonal antibody designed to exclusively target and block the Epidermal Growth Factor Receptor, which is expressed on the surface of certain cancer cells in multiple tumor types as well as normal cells and is currently indicated for use against colorectal cancer and head and neck cancer. Erbitux* is part of our strategic alliance with Lilly.

• Sold by us almost exclusively in the U.S., net sales increased primarily due to higher demand, including demand from the approval of Erbitux* for the first-line treatment of recurrent locally or regionally advanced metastatic squamous cell carcinoma of the head and neck.

Sprycel—an oral inhibitor of multiple tyrosine kinases, for the treatment of adults with chronic, accelerated, or myeloid or lymphoid blast phase chronic myeloid leukemia with resistance or intolerance to prior therapy, including Gleevec* (imatinib mesylate) and first-line treatment of adults. Sprycel is part of our strategic alliance with Otsuka.

• U.S. net sales increased due to higher demand and higher average net selling prices. Estimated total U.S. demand increased 37% and 41% for the three and six months ended June 30, 2012, respectively.

• International net sales increased due to higher demand partially offset by unfavorable foreign exchange.

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

• Yervoy was launched in the U.S. in the second quarter of 2011 and continues to be launched in a number of international countries since the second quarter of 2011.

Orencia—a fusion protein indicated for adult patients with moderate to severe rheumatoid arthritis who have had an inadequate response to one or more currently available treatments, such as methotrexate or anti-tumor necrosis factor therapy

• U.S. net sales increased due to demand for the subcutaneous formulation of Orencia launched in the fourth quarter of 2011.

• International net sales increased primarily due to increases in demand partially offset by unfavorable foreign exchange.

Nulojix—a fusion protein with novel immunosuppressive activity targeted at prevention of kidney transplant rejection

• Nulojix was approved and launched in the U.S. and the EU during 2011.

Onglyza/Kombiglyze—a once-daily oral tablet for the treatment of type 2 diabetes that is part of our strategic alliance with AstraZeneca

• U.S. net sales increased primarily due to higher overall demand.

• International net sales increased primarily due to higher overall demand partially offset by unfavorable foreign exchange.

Mature Products and All Other—includes all other products, including those which have lost exclusivity in major markets, over-the-counter brands and royalty-related revenue

• U.S. net sales decreased as the continued generic erosion of certain products was partially offset by higher average net selling prices.

• International net sales decreased due to continued generic erosion of certain brands and unfavorable foreign exchange.

The estimated U.S. prescription change data provided throughout this report includes information only from the retail and mail order channels and does not reflect product demand within other channels such as hospitals, home health care, clinics, federal facilities including Veterans Administration hospitals, and long-term care, among others. The data is provided by Wolters Kluwer Health, except for Sprycel and Orencia subcutaneous formulation, and is based on the Source Prescription Audit. As of December 31, 2011, Sprycel and Orencia subcutaneous formulation demand is based upon information from the Next-Generation Prescription Service version 2.0 of the National Prescription Audit provided by IMS Health (IMS). The data is a product of each respective service providers’ own recordkeeping and projection processes and therefore subject to the inherent limitations of estimates based on sampling and may include a margin of error.

Prior to December 31, 2011, Sprycel demand was calculated based upon data obtained from the IMS National Sales Perspectives Audit. Since management believes information from the IMS National Prescription Audit more accurately reflects subscriber demands trends versus pill data from the IMS National Sales Perspectives Audit, all prior year Sprycel data has been restated to reflect information from the IMS National Prescription Audit.

We continuously seek to improve the quality of our estimates of prescription change amounts and ultimate patient/consumer demand by reviewing the calculation methodologies employed and analyzing internal and third-party data. We expect to continue to review and refine our methodologies and processes for calculation of these estimates and will monitor the quality of our own and third-party data used in such calculations.

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We calculated the estimated total U.S. prescription change on a weighted-average basis to reflect that mail order prescriptions include a greater volume of product supplied, compared to retail prescriptions. Mail order prescriptions typically reflect a 90-day prescription whereas retail prescriptions typically reflect a 30-day prescription. The calculation is derived by multiplying mail order prescription data by a factor of approximately three and adding to this the retail prescriptions. We believe that a calculation of estimated total U.S. prescription change based on this weighted-average approach provides a superior estimate of total prescription demand in retail and mail order channels. We use this methodology for our internal demand reporting.

Estimated End-User Demand

The following table sets forth each of our key products sold by the U.S. for the three and six months ended June 30, 2012 compared to the same period in the prior year: (i) change in reported U.S. net sales for each period; (ii) estimated total U.S. prescription change for the retail and mail order channels calculated by us based on third-party data on a weighted-average basis and (iii) months of inventory on hand in the wholesale distribution channel.

	Three Months Ended June 30,								Six Months Ended June 30,								At June 30,
	% Change in U.S. Net Sales				% Change in U.S. Total Prescriptions				% Change in U.S. Net Sales				% Change in U.S. Total Prescriptions				Months on Hand
Dollars in Millions	2012		2011		2012		2011		2012		2011		2012		2011		2012		2011
Plavix*		(60)%		17%		(45)%		(4)%		(31)%		12%		(26)%		(4)%		2.2		0.4
Avapro*/Avalide*		(85)%		(22)%		(82)%		(40)%		(59)%		(18)%		(55)%		(36)%		1.0		0.5
Abilify*		3%		5%		—		6%		(1)%		2%		2%		5%		0.4		0.4
Reyataz		4%		2%		(4)%		2%		4%		—		(2)%		2%		0.4		0.5
Sustiva Franchise(a)		12%		7%		(2)%		8%		14%		4%		—		8%		0.4		0.5
Baraclude		16%		21%		10%		8%		15%		18%		11%		10%		0.4		0.5
Erbitux*(b)		4%		(1)%		N/A		N/A		5%		(1)%		N/A		N/A		0.5		0.5
Sprycel		32%		62%		37%		23%		42%		61%		41%		22%		0.6		0.6
Yervoy(b)(d)		27%		N/A		N/A		N/A		**		N/A		N/A		N/A		0.5		0.3
Orencia(c)		30%		11%		N/A		N/A		26%		10%		N/A		N/A		0.4		0.4
Nulojix(b)(d)		—		N/A		N/A		N/A		50%		N/A		N/A		N/A		1.1		N/A
Onglyza/Kombiglyze		54%		**		53%		**		76%		**		65%		**		0.4		0.4

(a) The Sustiva Franchise includes sales of Sustiva, as well as revenue of bulk efavirenz included in the combination therapy Atripla*. The months on hand relates only to Sustiva.

(b) Erbitux*, Yervoy and Nulojix are parenterally administered products and do not have prescription-level data as physicians do not write prescriptions for these products.

(c) Orencia intravenous formulation is a parenterally administered product and does not have prescription-level data as physicians do not write prescriptions for this product. The Orencia subcutaneous formulation is not parenterally administered and was launched in the U.S. in the fourth quarter of 2011.

(d) Yervoy and Nulojix were launched in the U.S. in the second quarter of 2011.

** Change in excess of 100%.

Pursuant to the Securities and Exchange Commission (SEC) Consent Order described in our 2011 Annual Report on Form 10-K, we monitor the level of inventory 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 these products, other than Plavix*, were not material as of the dates indicated. Below are U.S. products that had estimated levels of inventory in the distribution channel in excess of one month at June 30, 2012, and international products that had estimated levels of inventory in the distribution channel in excess of one month on hand at March 31, 2012:

Plavix* had 2.2 months of inventory on hand in the U.S. compared to 0.4 months of inventory on hand at March 31, 2012 due to the loss of exclusivity in May 2012. We expect a gradual decrease in inventory on hand of Plavix* to occur over the next few years as product in the wholesale distribution channel begins to be worked down or returned following the rapid, precipitous, material decline in sales of Plavix*. Levels of inventory on hand in the wholesale and retail distribution channels were considered in assessing the sales return reserves established as of June 30, 2012.

Nulojix had 1.1 months of inventory on hand in the U.S. compared to 1.3 months of inventory on hand at March 31, 2012 as the inventory has continued to be worked down post launch.

Dafalgan, an analgesic product sold principally in Europe, had approximately 1.1 months of inventory on hand at direct customers compared to approximately 1.0 month of inventory on hand at December 31, 2011. The level of inventory on hand was due to the ordering patterns of private pharmacists in France.

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Luftal, an antacid product, had approximately 1.4 months of inventory on hand at direct customers compared to approximately 1.9 months of inventory on hand at December 31, 2011. The level of inventory on hand decreased as inventory was worked down following the relaunch of an alternate form.

Fervex, a cold and flu product, had approximately 8.2 months of inventory on hand internationally at direct customers compared to approximately 5.3 months of inventory on hand at December 31, 2011. The level of inventory on hand was due to additional stocking in France and Russia for the peak flu season.

Pentrexyl, an antibiotic product sold principally in Mexico, had approximately 1.1 months of inventory on hand at direct customers compared to approximately 0.9 month of inventory on hand at December 31, 2011. The increased level of inventory on hand was due to ordering patterns of two customers, which are currently being worked down.

In the U.S., for all products sold exclusively through wholesalers or through distributors, we generally determined our months on hand estimates using inventory levels of product on hand and the amount of out-movement provided by our three largest wholesalers and our distributors. Our three largest wholesalers account for approximately 90% 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.

For our businesses outside of the U.S., we have significantly more direct customers. Limited information on direct customer product level inventory and corresponding out-movement information and the reliability of third-party demand information, where available, varies widely. In cases where direct customer product level inventory, ultimate patient/consumer demand or out-movement data does not exist or is otherwise not available, we have developed a variety of other methodologies to estimate such data, including using factors such as historical sales made to direct customers and third-party market research data related to prescription trends and end-user demand. Accordingly, we rely on a variety of methods to estimate direct customer product level inventory and to calculate months on hand. Factors that may affect our estimates include generic competition, seasonality of products, direct customer purchases in light of 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 a result, all of the information required to estimate months on hand in the direct customer distribution channel for non-U.S. businesses for the quarter ended June 30, 2012 is not available prior to the filing of this quarterly report on Form 10-Q. We will disclose any product with levels of inventory in excess of one month on hand or expected demand for the current quarter, subject to a de minimis exception, in the next quarterly report on Form 10-Q.

Expenses

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012		2011		% Change		2012		2011		% Change
Cost of products sold	$	1,245	$	1,481		(16)%	$	2,548	$	2,824		(10)%
Marketing, selling and administrative		1,004		1,040		(3)%		2,006		1,968		2%
Advertising and product promotion		224		253		(11)%		418		467		(10)%
Research and development		962		923		4%		1,871		1,858		1%
Provision for restructuring		20		40		(50)%		42		84		(50)%
Litigation expense/(recoveries)		—		—		—		(172)		—		—
Equity in net income of affiliates		(53)		(62)		(15)%		(110)		(144)		(24)%
Other (income)/expense		(18)		(31)		(42)%		5		(169)		**
Total Expenses	$	3,384	$	3,644		(7)%	$	6,608	$	6,888		(4)%

** Change in excess of 100%.

Cost of products sold decreased primarily due to lower sales volume of Plavix* and Avapro*/Avalide* following the loss of exclusivity which resulted in lower royalties in connection with our Sanofi alliance and favorable foreign exchange. Cost of products sold also included impairment charges of $147 million during the second quarter of 2012, of which $120 million was related to a partial write-down to fair value of developed technology costs related to a non-key product acquired in the acquisition of ZymoGenetics. The developed technology impairment charge resulted from continued competitive pricing pressures and a reduction in the undiscounted projected cash flows to an amount less than the carrying value of the intangible asset at June 30, 2012. The impairment charge was calculated as the difference between the fair value of the asset based on the discounted value of the estimated future cash flows and the carrying value of the intangible asset. The remaining $27 million charge related to the abandonment of a manufacturing facility resulting from the outsourcing of a manufacturing process. Cost of products sold as a percentage of net sales was 28.0% and 27.3% in the three months ended June 30, 2012 and 2011, respectively, and 26.3% and 27.0% in the six months ended June 30, 2012 and 2011, respectively, and reflected the impairment charges recognized in the second quarter of 2012, lower manufacturing start-up costs at our Devens facility, and favorable foreign exchange in the first half of 2012.

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Marketing, selling and administrative expenses decreased in the second quarter of 2012 as the reduction in sales related activities for Plavix* and Avapro*/Avalide* more than offset increased spending to support the marketing of certain key products. Marketing, selling and administrative expenses increased in the first half of 2012 primarily due to increased spending to support the marketing of certain key products and higher information technology expenses in the first quarter of 2012, which were partially offset by a reduction in sales related activities for Plavix* and Avapro*/Avalide*. Marketing, selling and administrative expenses were also impacted by favorable foreign exchange.

Research and development expenses included impairment charges for in-process research and development (IPRD) projects previously acquired in the Medarex, Inc. (Medarex) acquisition ($58 million in the first quarter of 2012 and $15 million in the first quarter of 2011) and Inhibitex acquisition ($45 million in the second quarter of 2012 related to FV-100, a nucleoside inhibitor for the reduction of shingles-associated pain). The impairment charges resulted from unfavorable clinical trial results and decisions to cease further development. Research and development expenses also included an $88 million payment in the first half of 2011 associated with the amendment of an intellectual property license agreement for Yervoy prior to its FDA approval. Research and development expenses were also impacted by favorable foreign exchange.

Provision for restructuring decreased due to fewer employee termination benefits for certain workforce reductions taken.

Litigation recoveries were related to our share of the Apotex damages award related to Plavix*.

Equity in net income of affiliates decreased due to the continued impact of generic competition on international Plavix* net sales, the conversion of certain territories to opt-out markets and unfavorable foreign exchange.

Other (income)/expense includes:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions	2012			2011			2012			2011
Interest expense	$	41		$	32		$	83		$	63
Investment income		(22	)		(25	)		(58	)		(46	)
Intangible asset impairment		—			—			38			—
Gain on sale of product lines, businesses and assets		(3	)		(2	)		(3	)		(11	)
Other income received from alliance partners, net		(83	)		(41	)		(129	)		(63	)
Pension curtailments and settlements		—			—			—			(3	)
Litigation charges/(recoveries)		22			(4	)		22			(106	)
Product liability charges		—			—			—			26
Other		27			9			52			(29	)
Other (income)/expense	$	(18	)	$	(31	)	$	5		$	(169	)

• Interest expense increased due to the termination of interest rate swap contracts in 2011.

• Investment income included a $10 million gain from the sale of auction rate securities in the first quarter of 2012.

• Intangible asset impairment charges are related to out-licensed assets that were previously acquired in the Medarex and ZymoGenetics, Inc. acquisitions and resulted from unfavorable clinical trial results and/or the abandonment of the programs. Similar charges of $15 million were included in research and development in 2011.

• Other income from alliance partners, net increased due to lower sales-based development royalties payable to Sanofi, a new supply agreement related to the Sanofi partnership and amortization of certain upfront, milestone and other licensing payments.

• Product liability charges in 2011 were for additional reserves in connection with the breast implant settlement program.

Non-GAAP Financial Measures

Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude certain costs, expenses, gains and losses and other specified items that due to their significant and/or unusual nature, are evaluated on an individual basis. Similar charges or gains for some of these items have been recognized in prior periods and it is reasonably possible that they could reoccur in future periods. Non-GAAP information is intended to portray the results of our baseline performance which include the discovery, development, licensing, manufacturing, marketing, distribution and sale of pharmaceutical products on a global basis and to enhance an investor’s overall understanding of our past financial performance and prospects for the future. For example, non-GAAP earnings and EPS information is an indication of our baseline performance before items that are considered by us not to be reflective of our ongoing results. In addition, this information is among the primary indicators we use as a basis for evaluating

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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.

Specified items were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in Millions, except per share data	2012			2011			2012			2011
Cost of products sold*	$	147		$	18		$	147		$	41
Marketing, selling and administrative**		5			10			13			14
Upfront, milestone and other licensing payments		—			50			—			138
IPRD impairment		45			—			103			15
Research and development		45			50			103			153
Provision for restructuring		20			40			42			84
Litigation expense/(recoveries)		—			—			(172	)		—
Acquisition related items		1			—			13			—
Litigation charges/(recoveries)		22			—			22			(102	)
Product liability charges		—			—			—			26
Intangible asset impairment		—			—			38			—
Loss on debt repurchase		—			—			19			—
Other (income)/expense		23			—			92			(76	)
(Increase)/Decrease to pretax income		240			118			225			216
Income tax on items above		(77	)		(34	)		(69	)		(62	)
Specified tax (benefit)/charge***		—			(15	)		—			(71	)
Income taxes		(77	)		(49	)		(69	)		(133	)
(Increase)/Decrease to net earnings	$	163		$	69		$	156		$	83

* Specified items in cost of products sold include accelerated depreciation, asset impairment and other shutdown costs.

** Specified items in marketing, selling and administrative include process standardization implementation costs.

*** The 2011 specified tax benefit relates to releases of tax reserves that were specified in prior periods.

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	2012		2011			2012			2011
Net Earnings Attributable to BMS – GAAP	$	645	$	902		$	1,746		$	1,888
Earnings attributable to unvested restricted shares		—		(2	)		(2	)		(4	)
Net Earnings used for Diluted EPS Calculation – GAAP	$	645	$	900		$	1,744		$	1,884
Net Earnings – GAAP	$	645	$	902		$	1,746		$	1,888
Less Specified Items		163		69			156			83
Net Earnings – Non-GAAP		808		971			1,902			1,971
Earnings attributable to unvested restricted shares		—		(2	)		(2	)		(4	)
Net Earnings used for Diluted EPS Calculation – Non-GAAP	$	808	$	969		$	1,900		$	1,967
Average Common Shares Outstanding – Diluted		1,701		1,722			1,704			1,718
Diluted EPS – GAAP	$	0.38	$	0.52		$	1.02		$	1.10
Diluted EPS Attributable to Specified Items		0.10		0.04			0.10			0.04
Diluted EPS – Non-GAAP	$	0.48	$	0.56		$	1.12		$	1.14

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Income Taxes

The effective income tax rate on earnings before income taxes was 23.7% for the three months ended June 30, 2012 compared to 27.0% for the three months ended June 30, 2011 and 25.8% for the six months ended June 30, 2012 compared to 24.8% for the six months ended June 30, 2011. The effective tax rate is lower than the U.S. statutory rate of 35% due to our decision to indefinitely reinvest the earnings for certain of our manufacturing operations in Ireland and Puerto Rico. See “Item 1. Financial Statements—Note 6. Income Taxes” for further discussion.

Noncontrolling Interest

Noncontrolling interest is primarily related to our partnerships with Sanofi for the territory covering the Americas related to Plavix* and Avapro*/Avalide* net sales. See “Item 1. Financial Statements—Note 3. Alliances and Collaborations.” The decrease in noncontrolling interest resulted from the May 2012 exclusivity loss of Plavix* in the U.S and the March 2012 exclusivity loss of Avapro*/Avalide* in the U.S. A summary of noncontrolling interest is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012			2011
Sanofi partnerships	$	249	$	601	$	854		$	1,174
Other		4		8		9			12
Noncontrolling interest-pre-tax		253		609		863			1,186
Income taxes		90		204		319			400
Net earnings attributable to noncontrolling interest-net of taxes	$	163	$	405	$	544		$	786
FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES Our net cash position was as follows:
Dollars in Millions					June 30, 2012			December 31, 2011
Cash and cash equivalents					$	2,801		$	5,776
Marketable securities – current						2,236			2,957
Marketable securities – non-current						3,732			2,909
Total cash, cash equivalents and marketable securities						8,769			11,642
Short-term borrowings, including current portion of long-term debt						(236	)		(115	)
Long-term debt						(5,209	)		(5,376	)
Net cash position					$	3,324		$	6,151

We maintain a significant level of working capital, which was approximately $4.0 billion at June 30, 2012 and $7.5 billion at December 31, 2011. In 2012 and future periods, we expect cash generated by our U.S. operations, together with existing cash, cash equivalents, marketable securities and borrowings from the capital markets, to be sufficient to cover cash needs for dividends, common stock repurchases, strategic alliances and acquisitions (including our agreement to acquire Amylin as discussed below), milestone payments, working capital and capital expenditures. Historically, we have not relied on short-term borrowings to meet our liquidity needs. However, we may use short-term borrowings following the completion of the planned Amylin acquisition.

In June 2012, BMS entered into an agreement to acquire Amylin for an aggregate purchase price of $5.3 billion. BMS will also assume Amylin’s net debt and a contractual payment obligation to Eli Lilly & Company, together totaling approximately $1.7 billion. The acquisition is expected to be financed through the use of existing cash balances and borrowings, including from expansion of existing credit lines, money markets, and/or capital market transactions. Following completion of BMS’s planned acquisition of Amylin, AstraZeneca Pharmaceuticals LP, a wholly-owned subsidiary of AstraZeneca, will make a payment to Amylin, as a wholly-owned subsidiary of BMS, in the amount of approximately $3.4 billion in cash to enter into collaboration arrangements based on the framework of the existing diabetes alliance agreements, regarding the development and commercialization of Amylin’s portfolio of products. In addition, AstraZeneca has the option, exercisable at its sole discretion following the closing of the acquisition, to establish equal governance rights over certain key strategic and financial decisions regarding the collaboration, upon the payment to BMS of an additional $135 million.

Cash, cash equivalents and marketable securities held in the U.S. were approximately $5.1 billion at June 30, 2012. Most of the remaining $3.7 billion is held in low-tax jurisdictions and is attributable to earnings that are expected to be indefinitely reinvested offshore. Cash repatriations are subject to restrictions in certain jurisdictions and may be subject to withholding and additional U.S. income taxes.

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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, which may impact our results of operations. Our investment policy places limits on these investments and 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. See “Item 1. Financial Statements—Note 8. Financial Instruments.”

We have a $1.5 billion five-year revolving credit facility from a syndicate of lenders which contains customary terms and conditions and is extendable on any anniversary date with the consent of the lenders. There are no financial covenants under this facility. There were no borrowings outstanding under this revolving credit facility at June 30, 2012 and December 31, 2011.

As discussed in “—Strategy” above, we lost exclusivity in the U.S. for our largest product, Plavix*, in May 2012 which has resulted in a rapid, precipitous, material decline in operating cash flow. Additional regulations in the U.S. could be passed in the future which could further reduce our results of operations, operating cash flow, liquidity and financial flexibility. We also continue to monitor the potential impact of the economic conditions in certain European countries and the related impact on prescription trends, pricing discounts, creditworthiness of our customers, and our ability to collect outstanding receivables from our direct customers. Currently, we believe these economic conditions in the EU will not have a material impact on our liquidity, cash flow or financial flexibility.

Although not material, certain European government-backed entities with a higher risk of default were identified by monitoring economic factors including credit ratings, credit-default swap rates and debt-to-gross domestic product ratios in addition to entity specific factors. Our credit exposure to government-backed trade receivables in Greece, Portugal, Italy and Spain is limited by factoring receivables, deferring revenues until the collection of cash and accruing additional bad debt reserves. Our net receivables in these countries were approximately $225 million at June 30, 2012, of which approximately 75% was from government-backed entities. During 2012, counterparties in our factoring arrangements suspended factoring of receivables from Spanish government-backed entities and limited factoring of receivables from certain Italian government-backed entities. Sales of trade receivables in Italy, Portugal and Spain were $172 million in 2012 and $254 million in 2011. Our credit exposures in Europe may increase in the future due to further reductions in our factoring arrangements and the ongoing sovereign debt crisis. Sales of receivables in Japan were $321 million in 2012 and $271 million in 2011. Our sales agreements do not allow for recourse in the event of uncollectibility and we do not retain interest to the underlying asset once sold.

We continue to manage our operating cash flows with initiatives designed to improve working capital items that are most directly affected by changes in sales volume, such as receivables, inventories, and accounts payable. The following summarizes these components expressed as a percentage of trailing twelve months’ net sales:

Dollars in Millions	June 30, 2012		% of Trailing Twelve Month Net Sales		December 31, 2011		% of Trailing Twelve Month Net Sales
Net trade receivables	$	1,623		7.9%	$	2,250		10.6%
Inventories		1,521		7.4%		1,384		6.5%
Accounts payable		(2,134)		(10.4)%		(2,603)		(12.2)%
Total	$	1,010		4.9%	$	1,031		4.9%

Credit Ratings

Moody’s Investors Service long-term and short-term credit ratings are currently A2 and Prime-1, respectively, and their long-term credit outlook remains stable. Standard & Poor’s (S&P) long-term and short-term credit ratings are currently A+ and A-1+, respectively, and their long-term credit outlook remains stable. S&P upgraded our short-term credit rating from A-1 to A-1+ in May 2012. Fitch Ratings (Fitch) long-term and short-term credit ratings are currently A and F1, respectively, and their long-term credit outlook remains negative. Fitch lowered our long-term credit rating from A+ to A in July 2012. Our credit ratings are considered investment grade. These long-term ratings designate that we have a low default risk but are somewhat susceptible to adverse effects of changes in circumstances and economic conditions. These short-term ratings designate that we have the strongest capacity for timely repayment.

Cash Flows

The following is a discussion of cash flow activities:

	Six Months Ended June 30,
Dollars in Millions	2012			2011
Cash flow provided by/(used in):
Operating activities	$	1,521		$	1,574
Investing activities		(2,801	)		(1,769	)
Financing activities		(1,686	)		(1,199	)

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Operating Activities

Cash flow from operating activities represents the cash receipts and cash disbursements from all of our activities other than investing activities 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; pension contributions and tax payments in the ordinary course of business. For example, most pension contributions and employee bonuses are paid in the first quarter of the year (approximately $700 million in both 2012 and 2011). Cash of $172 million related to the Apotex damage award was received in 2012.

Investing Activities

• Cash was used to fund the acquisition of Inhibitex for $2.5 billion in 2012.

• Net purchases of marketable securities were $89 million in 2012 and $1.7 billion in 2011 due to the timing of additional investments in time deposits and highly-rated corporate debt securities with maturities greater than 90 days.

• Other investing activities included litigation recoveries of $102 million in 2011.

Financing Activities

• Dividend payments were $1.2 billion in 2012 and $1.1 billion in 2011. Dividends declared per common share totaled $0.68 for the six months ended June 30, 2012 and $0.66 for the six months ended June 30, 2011. Dividend decisions are made on a quarterly basis by our Board of Directors.

• In June 2012, the Board of Directors increased its authorization for the repurchase of common stock by $3.0 billion, with $3.3 billion of common stock repurchase capacity remaining as of June 30, 2012. Common stock was repurchased in the amount of $860 million in 2012 and $385 million in 2011.

• Proceeds from stock option exercises were $314 million in 2012 and $235 million in 2011 and will vary from period to period based upon fluctuations in the market value of our stock relative to the exercise price of the stock options and other factors.

• Management periodically evaluates potential opportunities to repurchase certain debt securities and terminate certain interest rate swap contracts prior to their maturity. Cash outflows related to the repurchase of debt were $109 million in 2012 and $78 million in 2011.

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CRITICAL ACCOUNTING POLICIES

For a discussion of our critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2011 Annual Report on Form 10-K.

SPECIAL NOTE 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 and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the fact they use words such as “should”, “expect”, “anticipate”, “estimate”, “target”, “may”, “project”, “guidance”, “intend”, “plan”, “believe” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our goals, plans and projections 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 and the outcome of contingencies such as legal proceedings and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. We have included important factors in the cautionary statements included in this report and in the 2011 Annual Report on Form 10-K, particularly under “Item 1A. Risk Factors,” that we believe could cause actual results to differ materially from any forward-looking statement.

Although we believe 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. We undertake no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise.

41

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market risk, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2011 Annual Report on Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on their evaluation, as of the end of the period covered by this Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in “Item 1. Financial Statements—Note 16. 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 2011 Annual Report on Form 10-K.

Item 2. ISSUER PURCHASES OF EQUITY SECURITIES

The following table summarizes the surrenders of our equity securities during the six months ended June 30, 2012:

Period	Total Number of Shares Purchased(a)		Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(b)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(b)
Dollars in Millions, Except Per Share Data
January 1 to 31, 2012		5,482,912	$	33.35		5,477,200	$	1,005
February 1 to 29, 2012		4,372,415	$	32.22		4,360,900	$	864
March 1 to 31, 2012		1,750,695	$	32.51		—	$	864
Three months ended March 31, 2012		11,606,022				9,838,100
April 1 to 30, 2012		5,613,737	$	33.42		5,606,834	$	677
May 1 to 31, 2012		5,876,829	$	33.14		5,858,755	$	483
June 1 to 30, 2012		4,912,492	$	34.52		4,906,631	$	3,313
Three months ended June 30, 2012		16,403,058				16,372,220
Six months ended June 30, 2012		28,009,080				26,210,320

(a) The difference between total number of shares purchased and the total number of shares purchased as part of publicly announced programs is due to shares of common stock withheld by us from employee restricted stock awards in order to satisfy our applicable tax withholding obligations.

(b) In June 2012, the Board of Directors increased its authorization for the repurchase of common stock by $3.0 billion, with $3.3 billion of common stock repurchase capacity remaining as of June 30, 2012. The repurchase program does not have an expiration date and is expected to take place over a couple of years.

42

Item 6. EXHIBITS

Exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K).

Exhibit No.	Description
10a.	Agreement and Plan of Merger, dated as of June 29, 2012, by and among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc. (incorporated by reference herein to Exhibit 2.1 to the Form 8-K filed on July 2, 2012).
10b.	Form of Corrective Amendment to Agreements between the Registrant and each of the named executive officers and certain other executives effective January 1, 2009.
12.	Computation of Earnings to Fixed Charges.
31a.	Section 302 Certification Letter.
31b.	Section 302 Certification Letter.
32a.	Section 906 Certification Letter.
32b.	Section 906 Certification Letter.
101.	The following financial statements from the Bristol-Myers Squibb Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) consolidated statements of earnings, (ii) consolidated statements of comprehensive income and retained earnings, (iii) consolidated balance sheets, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements.

* Indicates, in this Form 10-Q, brand names of products, which are registered trademarks not owned by the Company or its subsidiaries. Erbitux is a trademark of Eli Lilly and Company; Avapro/Avalide (known in the EU as Aprovel/Karvea) and Plavix are trademarks of Sanofi; Abilify is a trademark of Otsuka Pharmaceutical Co., Ltd.; Truvada is a trademark of Gilead Sciences, Inc.; Gleevec is a trademark of Novartis AG; Atripla is a trademark of Bristol-Myers Squibb and Gilead Sciences, LLC; Estrace and Ovcon are trademarks of Warner-Chilcott Company, LLC; Reglan is a trademark of Alaven Pharmaceutical LLC; Humira is a trademark of Abbott Laboratories; and Delestrogen is a trademark of JHP Pharmaceuticals, Inc.

43

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, 2012	By:	/s/ Lamberto Andreotti
		Lamberto Andreotti
		Chief Executive Officer
Date: July 25, 2012	By:	/s/ Charles Bancroft
		Charles Bancroft
		Executive Vice President and Chief Financial Officer

44

EX-10.B

EXHIBIT 10b.

CORRECTIVE AMENDMENT TO CHANGE-IN-CONTROL AGREEMENT

                    , 2012

PERSONAL AND CONFIDENTIAL

«First_Name» «Last_Name»

«Job_Title»

«Company»

«Address»

Dear «First_Name»:

Reference is made to that certain Change-in-Control Agreement (the “CIC Agreement”) between you and Bristol-Myers Squibb Company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the CIC Agreement. For the sole purpose of updating your CIC Agreement to reflect the discontinuation of the Company’s mandatory retirement policy, we are, by this letter (the “Corrective Amendment”), amending the CIC Agreement as permitted by Section 9(d) of the CIC Agreement as follows:

1. Amendment to Section 1(a) of the CIC Agreement. The last sentence of Section 1(a) of the CIC Agreement is hereby deleted in its entirety.

2. Amendment to Section 4(b)(ii) of the CIC Agreement. Section 4(b)(ii) of the CIC Agreement is hereby amended and restated to read in its entirety as follows:

“(ii) In lieu of any further salary payments to you and in lieu of any severance benefit otherwise payable to you, the Company will pay you, in the form specified in Section 5 (a lump sum to the extent permissible), a severance payment, in cash, equal to 2.99 times the sum of (i) the higher of your annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or your annual base salary in effect immediately prior to the Change in Control, and (ii) the aggregate amount of your target annual bonus opportunity for the year in which the Notice of Termination was given under the annual incentive plan applicable to you as in effect immediately prior to the occurrence of the event or circumstances giving rise to the Notice of Termination or, if greater, your target annual bonus under the applicable plan for the preceding year.”

3. Amendment to Section 4(b)(v) of the CIC Agreement. Section 4(b)(v) of the CIC Agreement is hereby amended and restated to read in its entirety as follows:

“(v) In addition to the retirement benefits to which you are entitled under the Bristol-Myers Squibb Company Retirement Income Plan (the “Retirement Plan”) and the Bristol-Myers Squibb Company Benefit Equalization Plan relating to the Retirement Plan (the “BEP”), or any successor plans thereto, the Company will pay you an additional amount (the “Additional Amount”) equal to the excess of

(x) the actuarial equivalent present value of the retirement pension (determined as a straight life annuity commencing as of the 1^st day of the month coinciding with or next following either (1) your 65^th birthday if your Date of Termination is on or before such birthday, or (2) your Date of Termination if such date occurs after your 65^th birthday (the “Determination Date”)) which you would have accrued under the terms of the Retirement Plan and BEP (without regard to any amendment to the Retirement Plan or BEP made subsequent to a Change in Control which is adverse to you), determined as if you (A) were fully vested thereunder, and (B) had accumulated (as of the Date of Termination) 36 additional months of age and service credit thereunder at your highest annual rate of compensation (as such term is defined under the BEP) during the 12 months immediately preceding the Date of Termination (but in no event will you be deemed to have accumulated additional service credit in excess of the maximums taken into account under the Retirement Plan and BEP) (the “Additional Age/Service Credit”)

over

(y) the actuarial equivalent present value of the vested retirement pension (determined as a straight life annuity commencing at the Determination Date) which you had then accrued pursuant to the respective provisions of the Retirement Plan and BEP (the BEP portion of such retirement pension being the “Base BEP Benefit”).

The Additional Amount will be paid, in the form specified in Section 5 (a lump sum to the extent permissible), as a cash amount following your Termination in accordance with Section 5 hereof. If you have not attained age 55 with ten years of service credit as of the Date of Termination (after taking into account the Additional Age/Service Credit), you will receive the payments under this Section 4(b)(v) as though you had attained age 55 with ten years of service credit as of the Date of Termination, and without actuarial reduction to reflect the fact that you have not attained age 55 with ten years of service as of the Date of Termination. For purposes of this Section 4(b)(v), “actuarial equivalent” will be determined using the same methods and assumptions utilized under the Retirement Plan immediately prior to the Date of Termination.”

4. Amendment to Section 4(f)(vi) of the CIC Agreement. Section 4(f)(vi) of the CIC Agreement is hereby deleted in its entirety.

5. CIC Agreement Remains in Effect. Except as specifically provided herein, all terms of the CIC Agreement shall remain in effect. References to “this Agreement,” “herein,” “hereof,” “hereby” and words of similar import in the CIC Agreement shall refer to the CIC Agreement as amended by this Corrective Amendment, all of which shall be read together as a single agreement. References in the CIC Agreement to sections, subsections, paragraphs and clauses thereof shall refer to those sections, subsections paragraphs and clauses as the same are amended by the terms of this Corrective Amendment.

BRISTOL-MYERS SQUIBB COMPANY

By: 

Name:

Title:

EX-12

EXHIBIT 12.

Computation of Earnings to Fixed Charges

Ratio of Earnings to Fixed Charges:	Six Months Ended June 30, 2012		Year Ended December 31,
			2011		2010		2009		2008
Dollars in Millions
Earnings
Earnings from continuing operations before income taxes	$	3,086	$	6,981	$	6,071	$	5,602	$	4,776
Less:
Noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges		854		2,323		2,074		1,717		1,444
Equity in net income of affiliates		110		281		313		550		617
Capitalized interest		—		—		8		13		21
Adjusted income		2,122		4,377		3,676		3,322		2,694
Add:
Fixed charges		105		190		201		242		387
Distributed income of equity investments		129		283		313		550		590
Total Earnings	$	2,356	$	4,850	$	4,190	$	4,114	$	3,671
Fixed Charges
Interest expense	$	83	$	145	$	145	$	184	$	310
Capitalized interest		—		—		8		13		21
One-third of rental expense(1)		22		45		48		45		56
Total Fixed Charges	$	105	$	190	$	201	$	242	$	387
Ratio of Earnings to Fixed Charges		22.44		25.53		20.85		17.00		9.49

(1) Rents included in the computation consist of one-third of rental expense which the Company believes to be a reasonable estimate of an interest factor in its leases.

E-12-1

EX-31.A

EXHIBIT 31a.

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

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

I, Lamberto Andreotti, certify that:

1. I have reviewed Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012;

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 registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting.

Date: July 25, 2012

/s/ Lamberto Andreotti

Lamberto Andreotti

Chief Executive Officer

E-31-1

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, 2012;

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 registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting.

Date: July 25, 2012

/s/ Charles Bancroft

Charles Bancroft

Executive Vice President and Chief Financial Officer

E-31-2

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, Lamberto Andreotti, 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, 2012 (the Report), as filed with the Securities and Exchange Commission on July 25, 2012, 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/ Lamberto Andreotti

Lamberto Andreotti

Chief Executive Officer

July 25, 2012

E-32-1

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, 2012 (the Report), as filed with the Securities and Exchange Commission on July 25, 2012, 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

Executive Vice President and Chief Financial Officer

July 25, 2012

E-32-2

XML

ALLIANCES AND COLLABORATIONS (Otsuka) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended				3 Months Ended		6 Months Ended					3 Months Ended		6 Months Ended				12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012 ABILIFY [Member]	Jun. 30, 2011 ABILIFY [Member]	Jun. 30, 2012 ABILIFY [Member]	Jun. 30, 2011 ABILIFY [Member]	Jun. 30, 2012 Otsuka [Member] ABILIFY [Member]	Jun. 30, 2011 Otsuka [Member] ABILIFY [Member]	Jun. 30, 2012 Otsuka [Member] ABILIFY [Member]	Jun. 30, 2011 Otsuka [Member] ABILIFY [Member]	Jun. 30, 2012 Otsuka [Member] ABILIFY [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2011 Otsuka [Member] ABILIFY [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2012 Otsuka [Member] ABILIFY [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2011 Otsuka [Member] ABILIFY [Member] Upfront, milestone and other licensing payments [Member]	Dec. 31, 2011 Otsuka [Member] ABILIFY [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2012 Otsuka [Member] ABILIFY, SPRYCEL and IXEMPRA [Member]	Jun. 30, 2011 Otsuka [Member] ABILIFY, SPRYCEL and IXEMPRA [Member]	Jun. 30, 2012 Otsuka [Member] ABILIFY, SPRYCEL and IXEMPRA [Member]	Jun. 30, 2011 Otsuka [Member] ABILIFY, SPRYCEL and IXEMPRA [Member]	Jun. 30, 2012 Otsuka [Member] United States [Member] ABILIFY [Member]	Jun. 30, 2011 Otsuka [Member] United States [Member] ABILIFY [Member]	Jun. 30, 2012 Otsuka [Member] United States [Member] ABILIFY [Member]	Jun. 30, 2011 Otsuka [Member] United States [Member] ABILIFY [Member]	Dec. 31, 2012 Otsuka [Member] United States [Member] ABILIFY [Member]	Dec. 31, 2011 Otsuka [Member] United States [Member] ABILIFY [Member]	Jun. 30, 2012 Otsuka [Member] United States [Member] ABILIFY [Member] Extension payment [Member]	Jun. 30, 2011 Otsuka [Member] United States [Member] ABILIFY [Member] Extension payment [Member]	Jun. 30, 2012 Otsuka [Member] United States [Member] ABILIFY [Member] Extension payment [Member]	Jun. 30, 2011 Otsuka [Member] United States [Member] ABILIFY [Member] Extension payment [Member]	Dec. 31, 2011 Otsuka [Member] United States [Member] ABILIFY [Member] Extension payment [Member]	Apr. 30, 2009 Otsuka [Member] United States [Member] ABILIFY [Member] Extension payment [Member]	Dec. 31, 2012 Otsuka [Member] France, Germany, Spain, and United Kingdom [Member] ABILIFY [Member]	Jun. 30, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member]	Jun. 30, 2011 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member]	Jun. 30, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member]	Jun. 30, 2011 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member]	Dec. 31, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member] Operating expense up to $175 million [Member]	Dec. 31, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member] Operating expenses over $175 million [Member]	Dec. 31, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member] Annual net sales up to $400 million [Member]	Dec. 31, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member] Annual net sales between $400 and $600 million [Member]	Dec. 31, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member] Annual net sales between $600 and $800 million [Member]	Dec. 31, 2012 Otsuka [Member] Oncology Territory [Member] SPRYCEL and IXEMPRA [Member] Annual net sales over $800 million [Member]
Alliances and Collaborations Statement [Line Items]
Percentage of net sales recognized from collaboration																											51.50%	53.50%							65.00%
Percentage of operating expense reimbursements from collaboration																											30.00%													20.00%	1.00%
Payment to extend term of commercialization agreement																																		$ 400
Percentage of net sales payable to collaboration partner	1.50%		1.50%																																							30.00%	5.00%	3.00%
Range of sales at which a given percentage will be paid to collaboration partner - maximum																																										400	600	800
Range of sales at which a given percentage will be paid to collaboration partner - minimum																																											400	600	800
Amount of operating expense over which collaboration partner will reimburse given percentage																																								175	175
ABILIFY* net sales, including amortization of extension payment	4,443	5,434	9,694	10,445		711	706	1,332	1,330	711	706	1,332	1,330
Oncology Products collaboration fee expense																																				35	37	67	70
Royalty expense																							20	18	37	35
Commercialization expense reimbursement to/(from) Otsuka																			(19)	(11)	(32)	(22)
Amortization (income)/expense - extension payment																													17	17	33	33
Amortization expense - upfront, milestone and other licensing payments														2	2	4	4
Other assets - extension payment	875		875		824																								186		186		219
Other intangible assets - upfront, milestone and other licensing payments	$ 4,569		$ 4,569		$ 3,124									$ 1		$ 1		$ 5

XML

EQUITY (Changes in Equity) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Equity [Abstract]
Common Stock, Shares Issued, Balance at January 1,			2,205,000,000	2,205,000,000
Common Stock, Shares Issued, Balance at June 30,	2,208,000,000	2,205,000,000	2,208,000,000	2,205,000,000
Common Stock, Value, Issued, Balance at January 1,			$ 220,000,000	$ 220,000,000
Common Stock, Value, Issued, Balance at June 30,	221,000,000	220,000,000	221,000,000	220,000,000
Capital in Excess of Par Value of Stock, Balance at January 1,			3,114,000,000	3,682,000,000
Employee stock compensation plans, Capital in Excess of Par Value of Stock			(331,000,000)	(361,000,000)
Capital in Excess of Par Value of Stock, Balance at June 30,	2,783,000,000	3,321,000,000	2,783,000,000	3,321,000,000
Retained Earnings, Balance at January 1,			33,069,000,000	31,636,000,000
Net earnings attributable to Bristol-Myers Squibb Company	645,000,000	902,000,000	1,746,000,000	1,888,000,000
Cash dividends declared			(1,154,000,000)	(1,132,000,000)
Retained Earnings, Balance at June 30,	33,661,000,000	32,392,000,000	33,661,000,000	32,392,000,000
Treasury Stock, Shares, Balance at January 1,			515,000,000	501,000,000
Stock repurchase program, Treasury Stock			27,000,000	14,000,000
Treasury Stock, Shares, Balance at June 30,	530,000,000	500,000,000	530,000,000	500,000,000
Cost of Treasury Stock, Balance at January 1,			(17,402,000,000)	(17,454,000,000)
Stock repurchase program, Cost of Treasury Stock			(875,000,000)	(386,000,000)
Cost of Treasury Stock, Balance at June 30,	(17,600,000,000)	(17,191,000,000)	(17,600,000,000)	(17,191,000,000)
Noncontrolling interest, Balance at January 1,			(89,000,000)	(75,000,000)
Net earnings attributable to noncontrolling interest			859,000,000	1,186,000,000
Distributions			(1,056,000,000)	(1,319,000,000)
Noncontrolling interest, Balance at June 30,	(286,000,000)	(208,000,000)	(286,000,000)	(208,000,000)
Authorization to repurchase common stock value			3,000,000,000
Remaining authorized common stock repurchase value			3,300,000,000
Net earnings attributable to noncontrolling interest, tax	91,000,000	204,000,000	320,000,000	400,000,000
Common Stock [Member]
Equity [Line Items]
Employee stock compensation plans, Cost			1,000,000
Employee stock compensation plans, Shares			3,000,000
Treasury Stock [Member]
Equity [Line Items]
Employee stock compensation plans, Cost			$ 677,000,000	$ 649,000,000
Employee stock compensation plans, Shares			(12,000,000)	(15,000,000)

XML

FINANCIAL INSTRUMENTS (Marketable Securities) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011	Dec. 31, 2010
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	$ 5,897	$ 5,797
Marketable Securities, Unrealized Gain in Accumulated OCI	71	75
Marketable Securities, Unrealized Loss in Accumulated OCI	(4)	(6)
Gain/(Loss) in Income	4
Marketable Securities, Fair Value	5,968	5,866
Cash Equivalents, Fair Value	2,512	5,469
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at January 1	110		110	110
Sales	(81)
Fair value at June 30	29		110	110
Current Marketable Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	2,236	2,957
Noncurrent Marketable Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	3,732	2,909
Certificates of Deposit [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	621	1,051
Marketable Securities, Fair Value	621	1,051
Corporate Debt Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	4,405	2,908
Marketable Securities, Unrealized Gain in Accumulated OCI	69	60
Marketable Securities, Unrealized Loss in Accumulated OCI	(2)	(3)
Marketable Securities, Fair Value	4,472	2,965
Commercial Paper [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	546	1,035
Marketable Securities, Fair Value	546	1,035
US Treasury Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	150	400
Marketable Securities, Unrealized Gain in Accumulated OCI	1	2
Marketable Securities, Fair Value	151	402
FDIC insured debt securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	50	302
Marketable Securities, Unrealized Gain in Accumulated OCI		1
Marketable Securities, Fair Value	50	303
Equity Funds [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	50
Gain/(Loss) in Income	3
Marketable Securities, Fair Value	53
Fixed Income Funds [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	45
Gain/(Loss) in Income	1
Marketable Securities, Fair Value	46
Auction Rate Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	9	80
Marketable Securities, Unrealized Gain in Accumulated OCI	1	12
Marketable Securities, Fair Value	10	92
Floating Rate Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Amortized Cost	21	21
Marketable Securities, Unrealized Loss in Accumulated OCI	(2)	(3)
Marketable Securities, Fair Value	19	18
Corporate Debt Securities And Floating Rate Securities [Member]
Marketable Securities [Line Items]
Available For Sale Securities Maturities After One Through Five Years, Fair Value	3,718
Fair Value Level 1 [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	151	402
Fair Value Level 1 [Member] | US Treasury Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	151	402
Fair Value Level 2 [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	5,788	5,354
Fair Value Level 2 [Member] | Certificates of Deposit [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	621	1,051
Fair Value Level 2 [Member] | Corporate Debt Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	4,472	2,965
Fair Value Level 2 [Member] | Commercial Paper [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	546	1,035
Fair Value Level 2 [Member] | FDIC insured debt securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	50	303
Fair Value Level 2 [Member] | Equity Funds [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	53
Fair Value Level 2 [Member] | Fixed Income Funds [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	46
Fair Value Level 3 [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	29	110
Fair Value Level 3 [Member] | Auction Rate Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	10	92
Fair Value Level 3 [Member] | Floating Rate Securities [Member]
Marketable Securities [Line Items]
Marketable Securities, Fair Value	$ 19	$ 18

XML

EQUITY (Accumulated balances related to each component of other comprehensive income/(loss)) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Equity [Abstract]
Foreign Currency Translation, Balance at January 1,			$ (238)	$ (222)
Other comprehensive income/(loss), Foreign currency translation			7	(29)
Foreign Currency Translation, Balance at June 30,	(231)	(251)	(231)	(251)
Derivatives Qualifying as Effective Hedges, Balance at January 1,			36	(20)
Other comprehensive income/(loss), Derivatives Qualifying as Effective Hedges			12	(44)
Derivatives Qualifying as Effective Hedges, Balance at June 30,	48	(64)	48	(64)
Pension and Other Postretirement Benefits, Balance at January 1,			(2,905)	(2,163)
Other comprehensive income/(loss), Pension and Other Postretirement Benefits			60	37
Pension and Other Postretirement Benefits, Balance at June 30,	(2,845)	(2,126)	(2,845)	(2,126)
Available for Sale Securities, Balance at January 1,			62	34
Other comprehensive income/(loss), Available for Sale Securities			(1)	18
Available for Sale Securities, Balance at June 30,	61	52	61	52
Accumulated Other Comprehensive Income/(Loss), Balance at January 1,			(3,045)	(2,371)
Total Other comprehensive income/(loss), accumulated other comprehensive income/(loss)	51	25	78	(18)
Accumulated Other Comprehensive Income/(Loss), Balance at June 30,	$ (2,967)	$ (2,389)	$ (2,967)	$ (2,389)

XML

INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Tax Disclosure [Abstract]
Effective income tax rate	23.70%	27.00%	25.80%	24.80%
U.S statutory income tax rate			35.00%
Tax benefits from contingent tax matters primarily related to the settlement and remeasurement of uncertain tax positions			$ 6	$ (79)
Minimum estimated decrease in total amount of unrecognized tax benefits	40		40
Maximum estimated decrease in total amount of unrecognized tax benefits	$ 70		$ 70

XML

GOODWILL (Tables)

6 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Dollars in Millions
Balance at January 1, 2012		$	5,586
	Inhibitex acquisition		1,213
Balance at June 30, 2012		$	6,799

XML

EMPLOYEE STOCK BENEFIT PLANS (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 40	$ 43	$ 82	$ 81
Deferred tax benefit related to stock-based compensation expense	14	15	28	28
Stock Options [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	2	7	5	13
Unrecognized compensation cost	6		6
Share based compensation awards, vesting period in years			0.7
Restricted Stock [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	18	22	37	40
Number of shares granted			2.9
Weighted average grant date fair value of grants during the period			$ 32.65
Vesting period of stock-based compensation award, in years			4
Unrecognized compensation cost	184		184
Share based compensation awards, vesting period in years			2.9
Market share units [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	7	5	13	11
Number of shares granted			1.1
Weighted average grant date fair value of grants during the period			$ 31.85
Vesting period of stock-based compensation award, in years			4
Unrecognized compensation cost	46		46
Share based compensation awards, vesting period in years			3.1
Long term performance awards [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	13	9	27	17
Number of shares granted			1.7
Weighted average grant date fair value of grants during the period			$ 32.33
Vesting period of stock-based compensation award, in years			3
Unrecognized compensation cost	$ 55		$ 55
Share based compensation awards, vesting period in years			1.5

XML

ALLIANCES AND COLLABORATIONS (Tables)

6 Months Ended

Jun. 30, 2012

Sanofi [Member]

Alliances and Collaborations Statement [Line Items]

Summarized Financial Information Reflected In Consolidated Financial Statements [Text Block]

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012			2011	2012			2011
Territory covering the Americas and Australia:
	Net sales	$	778	$	2,045	$	2,595	$	4,023
	Royalty expense		141		397		508		755
	Noncontrolling interest – pre-tax		249		601		854		1,174
	Profit distributions to Sanofi		(449)		(702)		(1,058)		(1,301)
Territory covering Europe and Asia:
	Equity in net income of affiliates		(58)		(65)		(118)		(151)
	Profit distributions to BMS		62		67		129		127
Other:
	Net sales in Europe comarketing countries and other		80		71		163		145
	Amortization (income)/expense – irbesartan license fee		(8)		(8)		(16)		(16)
	Supply activities and development and opt-out royalty (income)/expense		(39)		1		(45)		15
						June 30,		December 31,
Dollars in Millions						2012		2011
Investment in affiliates – territory covering Europe and Asia						$	26	$	37
Deferred income – irbesartan license fee							13		29

Sanofi [Member] | Territory Covering Europe and Asia [Member]

Alliances and Collaborations Statement [Line Items]

Equity Method Investments Disclosure [Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Net sales	$	319	$	382	$	638	$	761
Gross profit		132		172		270		340
Net income		120		142		242		282

Otsuka [Member]

Alliances and Collaborations Statement [Line Items]

Summarized Financial Information Reflected In Consolidated Financial Statements [Text Block]

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Abilify*	net sales, including amortization of extension payment	$	711	$	706	$	1,332	$	1,330
Oncology Products collaboration fee expense			35		37		67		70
Royalty expense			20		18		37		35
Commercialization expense reimbursement to/(from) Otsuka			(19)		(11)		(32)		(22)
Amortization (income)/expense – extension payment			17		17		33		33
Amortization (income)/expense – upfront, milestone and other
licensing payments			2		2		4		4
						June 30,		December 31,
Dollars in Millions						2012		2011
Other assets - extension payment						$	186	$	219
Other intangible assets - upfront, milestone and other licensing payments							1		5

Lilly [Member]

Alliances and Collaborations Statement [Line Items]

Summarized Financial Information Reflected In Consolidated Financial Statements [Text Block]

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Net sales		$	179	$	173	$	358	$	338
Distribution fees and royalty expense			75		71		149		140
Research and development expense reimbursement to Lilly – necitumumab			7		4		8		6
Amortization (income)/expense – upfront, milestone and other
	licensing payments		9		9		19		19
Commercialization expense reimbursements to/(from) Lilly			(6)		(2)		(10)		(3)
Japan commercialization profit sharing (income)/expense			(13)		(6)		(19)		(15)
						June 30,		December 31,
Dollars in Millions						2012		2011
Other intangible assets – upfront, milestone and other licensing payments						$	230	$	249

Gilead [Member]

Alliances and Collaborations Statement [Line Items]

Summarized Financial Information Reflected In Consolidated Financial Statements [Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Net sales	$	323	$	298	$	645	$	569
Equity in net loss of affiliates		4		3		8		8

AstraZeneca [Member]

Alliances and Collaborations Statement [Line Items]

Summarized Financial Information Reflected In Consolidated Financial Statements [Text Block]

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Net sales		$	172	$	112	$	333	$	193
Profit sharing expense			77		52		150		90
Commercialization expense reimbursements to/(from) AstraZeneca			(7)		(10)		(19)		(19)
Research and development expense reimbursements to/(from) AstraZeneca			6		15		10		29
Amortization (income)/expense – upfront, milestone and other
	licensing payments		(11)		(10)		(21)		(18)
						June 30,		December 31,
Dollars in Millions						2012		2011
Deferred income – upfront, milestone and other licensing payments
	Saxagliptin					$	217	$	230
	Dapagliflozin						134		142

Pfizer [Member]

Alliances and Collaborations Statement [Line Items]

Summarized Financial Information Reflected In Consolidated Financial Statements [Text Block]

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Net sales		$	1	$	-	$	1	$	-
Commercialization expense reimbursement to/(from) Pfizer			(3)		(2)		(8)		(3)
Research and development reimbursements to/(from) Pfizer			9		(27)		11		(56)
Amortization (income)/expense – upfront, milestone and other
	licensing payments		(9)		(8)		(19)		(16)
						June 30,		December 31,
Dollars in Millions						2012		2011
Deferred income – upfront, milestone and other licensing payments						$	415	$	434

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RECEIVABLES (Details) (USD $) In Millions, unless otherwise specified					6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 United States [Member]	Dec. 31, 2011 United States [Member]	Jun. 30, 2012 Non United States [Member]	Jun. 30, 2011 Non United States [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade receivables	$ 1,738	$ 2,397
Less allowances	(115)	(147)
Net trade receivables	1,623	2,250
Alliance partners receivables	873	1,081
Prepaid and refundable income taxes	146	256
Miscellaneous receivables	183	156
Receivables	2,825	3,743
Reduction in alliance partner receivables and deferred income	1,181	901
Receivables sold on a nonrecourse basis					$ 493	$ 525
Percent of aggregate total trade receivables due from three pharmaceutical wholesalers			38.00%	55.00%
The number of the largest pharmaceutical wholesalers in the U.S.			3

XML

ALLIANCES AND COLLABORATIONS (AstraZeneca) (Details) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended						3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2011 ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2012 ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2011 ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2012 AstraZeneca [Member]	Jun. 30, 2012 AstraZeneca [Member] ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2011 AstraZeneca [Member] ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2012 AstraZeneca [Member] ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2011 AstraZeneca [Member] ONGLYZA KOMBIGLYZE [Member]	Jun. 30, 2012 AstraZeneca [Member] ONGLYZA KOMBIGLYZE [Member] Upfront, milestone and other licensing payments [Member]	Dec. 31, 2011 AstraZeneca [Member] ONGLYZA KOMBIGLYZE [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2012 AstraZeneca [Member] dapagliflozin [Member] Upfront, milestone and other licensing payments [Member]	Dec. 31, 2011 AstraZeneca [Member] dapagliflozin [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2012 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]	Jun. 30, 2011 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]	Jun. 30, 2012 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]	Jun. 30, 2011 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member]	Jun. 30, 2012 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2011 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2012 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member] Upfront, milestone and other licensing payments [Member]	Jun. 30, 2011 AstraZeneca [Member] ONGLYZA, KOMBIGLYZE and dapagliflozin [Member] Upfront, milestone and other licensing payments [Member]
Alliances and Collaborations Statement [Line Items]
Total upfront, milestone and other licensing payments														$ 300,000,000		$ 170,000,000
Net sales	4,443,000,000	5,434,000,000	9,694,000,000	10,445,000,000	172,000,000	112,000,000	333,000,000	193,000,000		172,000,000	112,000,000	333,000,000	193,000,000
Profit sharing expense										77,000,000	52,000,000	150,000,000	90,000,000
Commercialization expense reimbursements to/(from) alliance partner										(7,000,000)	(10,000,000)	(19,000,000)	(19,000,000)
Research and development reimbursements to/(from) collaboration partner																		6,000,000	15,000,000	10,000,000	29,000,000
Amortization income - upfront, milestone and other licensing payments																						(11,000,000)	(10,000,000)	(21,000,000)	(18,000,000)
Deferred income														217,000,000	230,000,000	134,000,000	142,000,000
Payment to be made by a collaboration partner to enter into collaboration agreements									3,400,000,000
Payment to be made by a collaboration partner to establish equal governance rights in the collaboration									$ 135,000,000

XML

BUSINESS SEGMENT INFORMATION (Net Sales of Key Products) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Segment Reporting Information [Line Items]
Net sales	$ 4,443	$ 5,434	$ 9,694	$ 10,445
PLAVIX [Member]
Segment Reporting Information [Line Items]
Net sales	741	1,865	2,434	3,627
AVAPRO AVALIDE [Member]
Segment Reporting Information [Line Items]
Net sales	117	251	324	541
ELIQUIS [Member]
Segment Reporting Information [Line Items]
Net sales	1		1
ABILIFY [Member]
Segment Reporting Information [Line Items]
Net sales	711	706	1,332	1,330
REYATAZ [Member]
Segment Reporting Information [Line Items]
Net sales	406	396	764	762
SUSTIVA Franchise [Member]
Segment Reporting Information [Line Items]
Net sales	388	371	774	714
BARACLUDE [Member]
Segment Reporting Information [Line Items]
Net sales	357	292	682	567
ERBITUX [Member]
Segment Reporting Information [Line Items]
Net sales	179	173	358	338
SPRYCEL [Member]
Segment Reporting Information [Line Items]
Net sales	244	193	475	365
YERVOY [Member]
Segment Reporting Information [Line Items]
Net sales	162	95	316	95
ORENCIA [Member]
Segment Reporting Information [Line Items]
Net sales	290	228	544	427
NULOJIX [Member]
Segment Reporting Information [Line Items]
Net sales	3	2	4	2
ONGLYZA KOMBIGLYZE [Member]
Segment Reporting Information [Line Items]
Net sales	172	112	333	193
Mature Products And All Other [Member]
Segment Reporting Information [Line Items]
Net sales	$ 672	$ 750	$ 1,353	$ 1,484

XML

PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	$ 8,401	$ 8,381
Less accumulated depreciation	(3,923)	(3,860)
Property, plant and equipment	4,478	4,521
Land [Member]
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	111	137
Buildings [Member]
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	4,543	4,545
Machinery, equipment and fixtures [Member]
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	3,421	3,437
Construction in progress [Member]
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	$ 326	$ 262

XML

EARNINGS PER SHARE (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share [Abstract]
Net Earnings Attributable to BMS	$ 645	$ 902	$ 1,746	$ 1,888
Earnings attributable to unvested restricted shares		(2)	(2)	(4)
Net Earnings Attributable to BMS common shareholders	$ 645	$ 900	$ 1,744	$ 1,884
Earnings per share - basic	$ 0.38	$ 0.53	$ 1.04	$ 1.11
Weighted-average common shares outstanding - basic	1,683	1,707	1,685	1,705
Contingently convertible debt common stock equivalents	1	1	1	1
Incremental shares attributable to share-based compensation plans	17	14	18	12
Weighted-average common shares outstanding - diluted	1,701	1,722	1,704	1,718
Earnings per share - diluted	$ 0.38	$ 0.52	$ 1.02	$ 1.10
Anti-dilutive weighted-average equivalent shares - stock incentive plans		27	3	39

XML

BUSINESS SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Business Segment Information [Text Block]

Note 2. BUSINESS SEGMENT INFORMATION

BMS operates in a single segment engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of innovative medicines that help patients prevail over serious diseases. A global research and development organization and a global supply chain organization are utilized and responsible for the development and delivery of products to the market. Products are distributed and sold through regional organizations that serve the United States; Europe; Latin America, Middle East and Africa; Japan, Asia Pacific and Canada; and Emerging Markets defined as Brazil, Russia, India, China and Turkey. The business is also supported by global corporate staff functions. Segment information is consistent with the financial information regularly reviewed by the chief operating decision maker, the chief executive officer, for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods.

Net sales of key products were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Plavix* (clopidogrel bisulfate)		$	741	$	1,865	$	2,434	$	3,627
Avapro*/Avalide* (irbesartan/irbesartan-hydrochlorothiazide)			117		251		324		541
Eliquis (apixaban)			1		-		1		-
Abilify* (aripiprazole)			711		706		1,332		1,330
Reyataz (atazanavir sulfate)			406		396		764		762
Sustiva (efavirenz) Franchise			388		371		774		714
Baraclude (entecavir)			357		292		682		567
Erbitux* (cetuximab)			179		173		358		338
Sprycel (dasatinib)			244		193		475		365
Yervoy (ipilimumab)			162		95		316		95
Orencia (abatacept)			290		228		544		427
Nulojix (belatacept)			3		2		4		2
Onglyza/Kombiglyze (saxagliptin/saxagliptin and metformin)			172		112		333		193
Mature Products and All Other			672		750		1,353		1,484
	Net Sales	$	4,443	$	5,434	$	9,694	$	10,445

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ALLIANCES AND COLLABORATIONS (Pfizer) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Alliances and Collaborations Statement [Line Items]
Net sales	$ 4,443	$ 5,434	$ 9,694	$ 10,445
ELIQUIS [Member]
Alliances and Collaborations Statement [Line Items]
Net sales	1		1
Pfizer [Member] | ELIQUIS [Member]
Alliances and Collaborations Statement [Line Items]
Net sales	1		1
Percentage reimbursement of development costs from collaboration partner	60.00%		60.00%
Commercialization expense reimbursements to/(from) Pfizer	(3)	(2)	(8)	(3)
Research and development reimbursements to/(from) collaboration partner	9	(27)	11	(56)
Amortization income - upfront, milestone and other licensing payments	(9)	(8)	(19)	(16)
Deferred income	415		415		434
Pfizer [Member] | ELIQUIS [Member] | Upfront, milestone and other licensing payments [Member]
Alliances and Collaborations Statement [Line Items]
Total upfront, milestone and other licensing payments	$ 559		$ 559

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FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2012

Financial Instruments [Abstract]

Available-for-sale Securities [Table Text Block]

				Gross		Gross
				Unrealized		Unrealized
				Gain in		Loss in		Gain/(Loss)
		Amortized		Accumulated		Accumulated		in		Fair		Fair Value
Dollars in Millions		Cost		OCI		OCI		Income		Value		Level 1		Level 2		Level 3
June 30, 2012
Marketable Securities
	Certificates of Deposit	$	621	$	-	$	-	$	-	$	621	$	-	$	621	$	-
	Corporate Debt Securities		4,405		69		(2)		-		4,472		-		4,472		-
	Commercial Paper		546		-		-		-		546		-		546		-
	U.S. Treasury Securities		150		1		-		-		151		151		-		-
	FDIC Insured Debt Securities		50		-		-		-		50		-		50		-
	Equity Funds		50		-		-		3		53		-		53		-
	Fixed Income Funds		45		-		-		1		46		-		46		-
	ARS		9		1		-		-		10		-		-		10
	FRS		21		-		(2)		-		19		-		-		19
	Total Marketable Securities	$	5,897	$	71	$	(4)	$	4	$	5,968	$	151	$	5,788	$	29
December 31, 2011
Marketable Securities
	Certificates of Deposit	$	1,051	$	-	$	-	$	-	$	1,051	$	-	$	1,051	$	-
	Corporate Debt Securities		2,908		60		(3)		-		2,965		-		2,965		-
	Commercial Paper		1,035		-		-		-		1,035		-		1,035		-
	U.S. Treasury Securities		400		2		-		-		402		402		-		-
	FDIC Insured Debt Securities		302		1		-		-		303		-		303		-
	ARS		80		12		-		-		92		-		-		92
	FRS		21		-		(3)		-		18		-		-		18
	Total Marketable Securities	$	5,797	$	75	$	(6)	$	-	$	5,866	$	402	$	5,354	$	110

Marketable Securities [Text Block]

	June 30,		December 31,
Dollars in Millions	2012		2011
Current Marketable Securities	$	2,236	$	2,957
Non-current Marketable Securities		3,732		2,909
Total Marketable Securities	$	5,968	$	5,866

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	2012		2011
Fair value at January 1	$	110	$	110
Sales		(81)		0
Fair value at June 30	$	29	$	110

Schedule of Derivatives and Fair Value [Text Block]

			June 30, 2012				December 31, 2011
					Fair Value				Fair Value
Dollars in Millions		Balance Sheet Location	Notional		(Level 2)		Notional		(Level 2)
Derivatives designated as hedging instruments:
	Interest rate swap contracts	Other assets	$	573	$	150	$	579	$	135
	Foreign currency forward contracts	Other assets		1,254		85		1,347		88
	Foreign currency forward contracts	Accrued expenses		348		(5)		480		(29)

Schedule of Fair Value and Other Adjustments to Long Term Debt [Text Block]

		June 30,		December 31,
Dollars in Millions		2012		2011
Principal Value		$	4,533	$	4,669
Adjustments to Principal Value:
	Fair value of interest rate swaps		150		135
	Unamortized basis adjustment from swap terminations		547		594
	Unamortized bond discounts		(21)		(22)
Total		$	5,209	$	5,376

Schedule of Debt Repurchases [Text Block]

	Six Months Ended June 30,
Dollars in Millions	2012		2011
Principal amount	$	80	$	71
Carrying value		90		88
Repurchase price		109		78
Notional amount of interest rate swaps terminated		6		34
Swap termination proceeds		2		6
Total (gain)/loss		19		(10)

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2012

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	2012		2011		2012		2011
Net Earnings Attributable to BMS	$	645	$	902	$	1,746	$	1,888
Earnings attributable to unvested restricted shares		-		(2)		(2)		(4)
Net Earnings Attributable to BMS common shareholders	$	645	$	900	$	1,744	$	1,884
Earnings per share - basic	$	0.38	$	0.53	$	1.04	$	1.11
Weighted-average common shares outstanding - basic		1,683		1,707		1,685		1,705
Contingently convertible debt common stock equivalents		1		1		1		1
Incremental shares attributable to share-based compensation plans		17		14		18		12
Weighted-average common shares outstanding - diluted		1,701		1,722		1,704		1,718
Earnings per share - diluted	$	0.38	$	0.52	$	1.02	$	1.10
Anti-dilutive weighted-average equivalent shares - stock incentive plans		-		27		3		39

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PENSION AND POSTRETIREMENT BENEFIT PLANS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended				6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2012 Pension Benefits [Member]	Jun. 30, 2011 Pension Benefits [Member]	Jun. 30, 2012 Pension Benefits [Member]	Jun. 30, 2011 Pension Benefits [Member]	Jun. 30, 2012 Other Benefits [Member]	Jun. 30, 2011 Other Benefits [Member]	Jun. 30, 2012 Other Benefits [Member]	Jun. 30, 2011 Other Benefits [Member]	Jun. 30, 2012 United States Pension Plans [Member]	Dec. 31, 2012 United States Pension Plans [Member]	Jun. 30, 2012 International Pension Plans [Member]	Dec. 31, 2012 International Pension Plans [Member]	Jun. 30, 2012 United States Defined Contribution Plans [Member]	Jun. 30, 2011 United States Defined Contribution Plans [Member]	Jun. 30, 2012 United States Defined Contribution Plans [Member]	Jun. 30, 2011 United States Defined Contribution Plans [Member]
Service cost - benefits earned during the period	$ 7	$ 11	$ 17	$ 21	$ 2	$ 2	$ 4	$ 4
Interest cost on projected benefit obligation	79	86	158	170	5	6	11	13
Expected return on plan assets	(126)	(118)	(252)	(233)	(6)	(6)	(13)	(13)
Amortization of prior service cost/(benefit)	(1)		(1)				(1)	(1)
Amortization of net actuarial loss	32	29	65	57	2	1	6	3
Curtailments				(1)
Settlements				(2)
Net periodic benefit cost	(9)	8	(13)	12	3	3	7	6
Expected contributions to pension plans										340
Contributions to pension plan									319		40
Expected pension plan contributions range, minimum												75
Expected pension plan contributions range, maximum												90
Defined contribution plan expense													$ 48	$ 47	$ 96	$ 86

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ACQUISITIONS (Details) (USD $)	Jun. 30, 2012
Inhibitex, Inc. [Member]
Acquisition [Line Items]
Purchase price paid in cash	$ 2,539,000,000
Acquisition costs	12,000,000
Purchase price allocation - Cash	46,000,000
Purchase price allocation - Marketable securities	17,000,000
Purchase price allocation - In-process research and development	1,875,000,000
Purchase price allocation - Accounts payable	(23,000,000)
Purchase price allocation - Accrued expenses	(10,000,000)
Purchase price allocation - Deferred tax liabilities	(579,000,000)
Purchase price allocation - Total identifiable net assets	1,326,000,000
Purchase price allocation - Goodwill	1,213,000,000
Probability To Regulatory Success Rate utilized	38.00%
In-process research and development valuation discount rate	12.00%
Inhibitex, Inc. [Member] | INX189 [Member]
Acquisition [Line Items]
Purchase price allocation - In-process research and development	1,800,000,000
Amylin Pharmaceuticals, Inc. [Member]
Acquisition [Line Items]
Price per share to be paid in cash to acquire the outstanding shares of acquiree	$ 31.00
Net debt and a contractual payment obligation assumed in an acquisition	1,700,000,000
Purchase price paid in cash	$ 5,300,000,000

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RECEIVABLES (Tables)

6 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Schedule Of Receivables [Text Block]

	June 30,		December 31,
Dollars in Millions	2012		2011
Trade receivables	$	1,738	$	2,397
Less allowances		(115)		(147)
Net trade receivables		1,623		2,250
Alliance partners receivables		873		1,081
Prepaid and refundable income taxes		146		256
Miscellaneous receivables		183		156
Receivables	$	2,825	$	3,743

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories [Text Block]

	June 30,		December 31,
Dollars in Millions	2012		2011
Finished goods	$	503	$	478
Work in process		755		646
Raw and packaging materials		263		260
Inventories	$	1,521	$	1,384

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2012

ALLIANCES AND COLLABORATIONS [Abstract]

Basis Of Presentation [Text Block]

Note 1. BASIS OF PRESENTATION AND NEW ACCOUNTING STANDARDS

Bristol-Myers Squibb Company (which may be referred to as Bristol-Myers Squibb, BMS or the Company) prepared these unaudited consolidated financial statements following the requirements of the Securities and Exchange Commission (SEC) and United States (U.S.) generally accepted accounting principles (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 Form 10-Q. These consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the financial position at June 30, 2012 and December 31, 2011, the results of operations for the three and six months endedJune 30, 2012 and 2011and cash flows for the six months ended June 30, 2012 and 2011. All intercompany balances and transactions have been eliminated. Material subsequent events are evaluated and disclosed through the report issuance date. These unaudited consolidated financial statements and the related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011 included in the Annual Report on Form 10-K.

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 and assumptions, based on complex judgments that are considered reasonable, that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and contingent liabilities at the date of the financial statements. The most significant assumptions are employed in estimates used in determining the fair value of intangible assets, restructuring charges and accruals, sales rebate and return accruals including the annual pharmaceutical company fee, legal contingencies, tax assets and tax liabilities, pension and postretirement benefits, inventory obsolescence, potential impairment of long-lived assets, allowances for bad debt, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from estimated results.

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PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Text Block]

	June 30,		December 31,
Dollars in Millions	2012		2011
Land	$	111	$	137
Buildings		4,543		4,545
Machinery, equipment and fixtures		3,421		3,437
Construction in progress		326		262
Gross property, plant and equipment		8,401		8,381
Less accumulated depreciation		(3,923)		(3,860)
Property, plant and equipment	$	4,478	$	4,521

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ALLIANCES AND COLLABORATIONS (Lilly) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Alliances and Collaborations Statement [Line Items]
Net sales	$ 4,443	$ 5,434	$ 9,694	$ 10,445
Other (income)/expense	(18)	(31)	5	(169)
Other intangible assets - upfront, milestone and other licensing payments	4,569		4,569		3,124
ERBITUX [Member]
Alliances and Collaborations Statement [Line Items]
Net sales	179	173	358	338
Lilly [Member] | ERBITUX [Member]
Alliances and Collaborations Statement [Line Items]
Net sales	179	173	358	338
Commercialization expense reimbursements to/(from) alliance partner	(6)	(2)	(10)	(3)
Lilly [Member] | ERBITUX [Member] | North America [Member]
Alliances and Collaborations Statement [Line Items]
Distribution fee, percentage of net sales	39.00%		39.00%
Distribution fees and royalty expense	75	71	149	140
Lilly [Member] | ERBITUX [Member] | Japan [Member] | Commercialization Profit Sharing Income Expense [Member]
Alliances and Collaborations Statement [Line Items]
Other (income)/expense	(13)	(6)	(19)	(15)
Lilly [Member] | necitumumab [Member]
Alliances and Collaborations Statement [Line Items]
Research and development reimbursements to/(from) collaboration partner	7	4	8	6
Lilly [Member] | necitumumab [Member] | Development Costs For United States Studies [Member]
Alliances and Collaborations Statement [Line Items]
Funding of development costs, percentage	55.00%		55.00%
Lilly [Member] | necitumumab [Member] | Development Costs For Global Studies [Member]
Alliances and Collaborations Statement [Line Items]
Funding of development costs, percentage	27.50%		27.50%
Lilly [Member] | necitumumab [Member] | Development Costs For Japan Studies [Member]
Alliances and Collaborations Statement [Line Items]
Funding of development costs, percentage	50.00%		50.00%
Lilly [Member] | ERBITUX And Necitumumab [Member] | Upfront, milestone and other licensing payments [Member]
Alliances and Collaborations Statement [Line Items]
Total upfront licensing and milestone payments	500		500
Amortization expense - upfront, milestone and other licensing payments	9	9	19	19
Other intangible assets - upfront, milestone and other licensing payments	$ 230		$ 230		$ 249
Lilly and Merck KGaA [Member] | ERBITUX [Member] | Japan [Member]
Alliances and Collaborations Statement [Line Items]
Percentage share of pre-tax profit/loss received from the net sales of a collaboration partner to be shared further equally with another collaboration partner.	50.00%		50.00%

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GOODWILL (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Goodwill [Line Items]
Goodwill, Balance at January 1, 2012	$ 5,586
Inhibitex acquisition (Note 4)	1,213
Goodwill, Balance at June 30, 2012	$ 6,799

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CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Statement [Abstract]
Net Sales	$ 4,443	$ 5,434	$ 9,694	$ 10,445
Cost of products sold	1,245	1,481	2,548	2,824
Marketing, selling and administrative	1,004	1,040	2,006	1,968
Advertising and product promotion	224	253	418	467
Research and development	962	923	1,871	1,858
Provision for restructuring	20	40	42	84
Litigation expense/(recoveries)			(172)
Equity in net income of affiliates	(53)	(62)	(110)	(144)
Other (income)/expense	(18)	(31)	5	(169)
Total Expenses	3,384	3,644	6,608	6,888
Earnings Before Income Taxes	1,059	1,790	3,086	3,557
Provision for income taxes	251	483	796	883
Net Earnings	808	1,307	2,290	2,674
Net Earnings Attributable to Noncontrolling Interest	163	405	544	786
Net Earnings Attributable to Bristol-Myers Squibb Company	$ 645	$ 902	$ 1,746	$ 1,888
Earnings per Common Share Attributable to Bristol-Myers Squibb Company:
Basic	$ 0.38	$ 0.53	$ 1.04	$ 1.11
Diluted	$ 0.38	$ 0.52	$ 1.02	$ 1.10
Dividends declared per common share	$ 0.34	$ 0.33	$ 0.68	$ 0.66

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RESTRUCTURING (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Restructuring Charges [Abstract]
Workforce reduction of manufacturing, selling, administrative, and research and development personnel	175	215	295	650
Employee termination benefits	$ 16	$ 25	$ 35	$ 68
Other exit costs	4	15	7	16
Provision for restructuring	20	40	42	84
Liability at January 1			77	126
Charges			46	86
Change in estimates			(4)	(2)
Foreign currency translation				1
Spending			(45)	(83)
Liability at June 30	$ 74	$ 128	$ 74	$ 128

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CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, $2 convertible series, par value	$ 1
Preferred stock, $2 convertible series, shares authorized	10,000,000
Preferred stock, $2 convertible series, shares issued	5,238	5,268
Preferred stock, $2 convertible series, shares outstanding	5,238	5,268
Preferred stock, $2 convertible series, liquidation value, per share	$ 50
Common stock, par value	$ 0.1
Common stock, shares authorized	4,500,000,000
Common stock, shares issued	2,200,000,000	2,200,000,000
Treasury stock, shares	530,000,000	515,000,000

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PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2012

Compensation And Retirement Disclosure [Abstract]

Schedule of Defined Benefit Plans Disclosures [Text Block]

	Three Months Ended June 30,								Six Months Ended June 30,
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
Dollars in Millions	2012		2011		2012		2011		2012		2011		2012		2011
Service cost — benefits earned during the year	$	7	$	11	$	2	$	2	$	17	$	21	$	4	$	4
Interest cost on projected benefit obligation		79		86		5		6		158		170		11		13
Expected return on plan assets		(126)		(118)		(6)		(6)		(252)		(233)		(13)		(13)
Amortization of prior service cost/(benefit)		(1)		-		-		-		(1)		-		(1)		(1)
Amortization of net actuarial loss		32		29		2		1		65		57		6		3
Curtailments		-		-		-		-		-		(1)		-		-
Settlements		-		-		-		-		-		(2)		-		-
Total net periodic benefit cost	$	(9)	$	8	$	3	$	3	$	(13)	$	12	$	7	$	6

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EMPLOYEE STOCK BENEFIT PLANS

6 Months Ended

Jun. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Employee Stock Benefit Plans [Text Block]

Note 15. EMPLOYEE STOCK BENEFIT PLANS

Stock-based compensation expense was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Stock options	$	2	$	7	$	5	$	13
Restricted stock		18		22		37		40
Market share units		7		5		13		11
Long-term performance awards		13		9		27		17
Total stock-based compensation expense	$	40	$	43	$	82	$	81
Deferred tax benefit related to stock-based compensation expense	$	14	$	15	$	28	$	28

In the six months endedJune 30, 2012, 2.9 million restricted stock units, 1.1 million market share units and 1.7 million long-term performance share units were granted. The weighted-average grant date fair value for restricted stock units, market share units and long-term performance share units granted during the six months endedJune 30, 2012 was $32.65, $31.85 and $32.33, respectively.

Substantially all restricted stock units vest ratably over a four year period based on share price performance.Market share units vest ratably over a four year period based on share price performance. The fair value of market share units was estimated on the date of grant using a model applying multiple input variables that determine the probability of satisfying market conditions. Long-term performance share units are determined based on the achievement of annual performance goals, but are not vested until the end of the three year plan period.

Total compensation costs related to nonvested awards not yet recognized and the weighted-average period over which such awards are expected to be recognized at June 30, 2012 were as follows:

							Long-Term
	Stock		Restricted		Market		Performance
Dollars in Millions	Options		Stock		Share Units		Awards
Unrecognized compensation cost	$	6	$	184	$	46	$	55
Expected weighted-average period in years of compensation cost to be recognized		0.7		2.9		3.1		1.5

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EMPLOYEE STOCK BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule Of Share Based Compensation Expense [Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Stock options	$	2	$	7	$	5	$	13
Restricted stock		18		22		37		40
Market share units		7		5		13		11
Long-term performance awards		13		9		27		17
Total stock-based compensation expense	$	40	$	43	$	82	$	81
Deferred tax benefit related to stock-based compensation expense	$	14	$	15	$	28	$	28

Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block]

							Long-Term
	Stock		Restricted		Market		Performance
Dollars in Millions	Options		Stock		Share Units		Awards
Unrecognized compensation cost	$	6	$	184	$	46	$	55
Expected weighted-average period in years of compensation cost to be recognized		0.7		2.9		3.1		1.5

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BUSINESS SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Net sales of key products [Text Block]

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Plavix* (clopidogrel bisulfate)		$	741	$	1,865	$	2,434	$	3,627
Avapro*/Avalide* (irbesartan/irbesartan-hydrochlorothiazide)			117		251		324		541
Eliquis (apixaban)			1		-		1		-
Abilify* (aripiprazole)			711		706		1,332		1,330
Reyataz (atazanavir sulfate)			406		396		764		762
Sustiva (efavirenz) Franchise			388		371		774		714
Baraclude (entecavir)			357		292		682		567
Erbitux* (cetuximab)			179		173		358		338
Sprycel (dasatinib)			244		193		475		365
Yervoy (ipilimumab)			162		95		316		95
Orencia (abatacept)			290		228		544		427
Nulojix (belatacept)			3		2		4		2
Onglyza/Kombiglyze (saxagliptin/saxagliptin and metformin)			172		112		333		193
Mature Products and All Other			672		750		1,353		1,484
	Net Sales	$	4,443	$	5,434	$	9,694	$	10,445

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash Flows From Operating Activities:
Net Earnings	$ 2,290	$ 2,674
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net earnings attributable to noncontrolling interest	(544)	(786)
Depreciation	175	228
Amortization	203	168
Impairment charges	288	15
Deferred income tax expense	80	243
Stock-based compensation expense	82	81
Other adjustments	13	(113)
Changes in operating assets and liabilities:
Receivables	544	(328)
Inventories	(170)	(246)
Accounts payable	(222)	412
Deferred income	(48)	(98)
U.S. and foreign income taxes payable	75	(117)
Other	(1,245)	(559)
Net Cash Provided by Operating Activities	1,521	1,574
Cash Flows From Investing Activities:
Sale and maturities of marketable securities	3,337	2,445
Purchases of marketable securities	(3,426)	(4,187)
Additions to property, plant and equipment and capitalized software	(236)	(149)
Sale of businesses and other investing activities	15	122
Purchase of businesses, net of cash acquired	(2,491)
Net Cash Used in Investing Activities	(2,801)	(1,769)
Cash Flows From Financing Activities:
Short-term borrowings/(repayments)	121	70
Long-term debt repayments	(109)	(78)
Interest rate swap terminations	2	89
Stock option exercises	314	235
Common stock repurchases	(860)	(385)
Dividends paid	(1,154)	(1,130)
Net Cash Used in Financing Activities	(1,686)	(1,199)
Effect of Exchange Rates on Cash and Cash Equivalents	(9)	26
(Decrease)/Increase in Cash and Cash Equivalents	(2,975)	(1,368)
Cash and Cash Equivalents at Beginning of Period	5,776	5,033
Cash and Cash Equivalents at End of Period	$ 2,801	$ 3,665

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
COMPREHENSIVE INCOME
Net Earnings	$ 808	$ 1,307	$ 2,290	$ 2,674
Other Comprehensive Income/(Loss):
Foreign currency translation	(37)	16	(22)	28
Foreign currency translation on net investment hedges	41	(5)	29	(57)
Derivatives qualifying as cash flow hedges, net of taxes of $(8) and $15 for the three months ended June 30, 2012 and 2011, respectively; and $(17) and $26 for the six months ended June 30, 2012 and 2011, respectively	22	(31)	27	(57)
Derivatives qualifying as cash flow hedges reclassified to net earnings, net of taxes of $4 and $(6) for the three months ended June 30, 2012 and 2011, respectively; and $6 and $(7) for the six months ended June 30, 2012 and 2011, respectively	(9)	12	(15)	13
Pension and postretirement benefits, net of taxes of $(1) and $(6) for the three and six months ended June 30, 2012			14
Pension and postretirement benefits reclassified to net earnings, net of taxes of $0 and $(11) for the three months ended June 30, 2012 and 2011, respectively; and $(12) and $(19) for the six months ended June 30, 2012 and 2011	22	18	46	37
Available for sale securities, net of taxes of $(8) for the three months ended June 30, 2011 and $(1) and $(3) for the six months ended June 30, 2012 and 2011, respectively	10	15	7	18
Available for sale securities reclassified to net earnings, net of taxes of $2 for both the three and six months ended June 30, 2012	2		(8)
Total Other Comprehensive Income/(Loss)	51	25	78	(18)
Comprehensive Income	859	1,332	2,368	2,656
Comprehensive Income Attributable to Noncontrolling Interest	163	405	544	786
Comprehensive Income Attributable to Bristol-Myers Squibb Company	$ 696	$ 927	$ 1,824	$ 1,870

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INVENTORIES

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories [Text Block]

Note 10. INVENTORIES

Inventories include:

	June 30,		December 31,
Dollars in Millions	2012		2011
Finished goods	$	503	$	478
Work in process		755		646
Raw and packaging materials		263		260
Inventories	$	1,521	$	1,384

Inventories expected to remain on-hand beyond one yearare included in non-current assetsandwere $349 million(including $35 million subject to regulatory approval prior to being sold) at June 30, 2012and $260 million at December 31, 2011.The status of the regulatory approval process and the probability of future sales were considered in assessing the recoverability of these costs.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	BRISTOL MYERS SQUIBB CO
Entity Central Index Key	0000014272
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	1,679,022,076
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Amendment Flag	false

XML

PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Text Block]

Note 11. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment includes:

	June 30,		December 31,
Dollars in Millions	2012		2011
Land	$	111	$	137
Buildings		4,543		4,545
Machinery, equipment and fixtures		3,421		3,437
Construction in progress		326		262
Gross property, plant and equipment		8,401		8,381
Less accumulated depreciation		(3,923)		(3,860)
Property, plant and equipment	$	4,478	$	4,521

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Statement of Income and Comprehensive Income [Abstract]
Derivatives qualifying as cash flow hedges, taxes	$ (8)	$ 15	$ (17)	$ 26
Derivatives qualifying as cash flow hedges reclassified to net earnings, taxes	4	(6)	6	(7)
Pension and postretirement benefits, taxes			(5)
Pension and postretirement benefits reclassified to net earnings, taxes	(11)	(11)	(23)	(19)
Available for sale securities, taxes		(8)	(1)	(3)
Available for sale securities reclassified to net earnings, taxes	$ 2		$ 2

XML

RESTRUCTURING

6 Months Ended

Jun. 30, 2012

Restructuring Charges [Abstract]

Restructuring [Text Block]

Note 5. RESTRUCTURING

The following is the provision for restructuring:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Employee termination benefits	$	16	$	25	$	35	$	68
Other exit costs		4		15		7		16
Provision for restructuring	$	20	$	40	$	42	$	84

Restructuring charges included termination benefits for workforce reductions of manufacturing, selling, administrative, and research and development personnel across all geographic regions of approximately 175 and 215 for the three months ended June 30, 2012 and 2011, respectively, and approximately 295 and 650 for the six months ended June 30, 2012 and 2011, respectively.

The following table represents the activity of employee termination and other exit cost liabilities:

	Six Months Ended June 30,
Dollars in Millions	2012		2011
Liability at January 1	$	77	$	126
Charges		46		86
Changes in estimates		(4)		(2)
Provision for restructuring		42		84
Foreign currency translation		-		1
Spending		(45)		(83)
Liability at June 30	$	74	$	128

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ACQUISITIONS

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Acquisition [Text Block]

Note 4. ACQUISITIONS

Amylin Pharmaceuticals, Inc.Acquisition

On June 29, 2012, BMS entered into an agreement to acquire Amylin Pharmaceuticals, Inc. (Amylin) for $31.00 per share in cash, pursuant to a cash tender offer and second step merger, or an aggregate purchase price of approximately $5.3 billion. BMS will also be assuming Amylin's net debt and a contractual payment obligation to Eli Lilly & Company, together totaling approximately $1.7 billion.The closing of the transaction is expected to occur during the third quarter of 2012 subject to, among other items, at least a majorityof the outstanding shares of Amylin being tendered and customary regulatory approvals.See “—Note 3. Alliances and Collaborations” for further information regarding the agreement to acquire Amylin.

Amylin is a biopharmaceutical company dedicated to the discovery, development and commercialization of innovative medicines for patients with diabetes and other metabolic diseases. Amylin's primary focus is on the research, development and commercialization of a franchise of GLP-1 agonists for the treatment of type 2 diabetes.

Inhibitex, Inc. Acquisition

On February 13, 2012, BMS completed its acquisition of the outstanding shares of Inhibitex, Inc. (Inhibitex), a clinical-stage biopharmaceutical company focused on developing products to prevent and treat serious infectious diseases. Acquisition costs of $12 million were included in other expense. BMS obtained Inhibitex's lead asset, INX-189, an oral nucleotide polymerase (NS5B) inhibitor in Phase II development for the treatment of chronic hepatitis C infections. Goodwill generated from this acquisition was primarily attributed to the potential to offer a full portfolio of therapy choices for hepatitis infections as well as to provide additional levels of sustainability to BMS's virology pipeline.

The purchase price allocation was as follows:

Purchase price:		Dollars in Millions
Cash	$	2,539
Identifiable net assets:
Cash		46
Marketable securities		17
In-process research and development (IPRD)		1,875
Accounts payable		(23)
Accrued expenses		(10)
Deferred income taxes		(579)
Total identifiable net assets		1,326
Goodwill	$	1,213

The fair value of the IPRD was estimated utilizing the income method which risk adjusted the expected future net cash flows estimated to be generated from the compounds based upon estimated probabilities of technical and regulatory success (PTRS). The unit of account for IPRD was a global view that considered all potential jurisdictions and indications. The cash flows were adjusted to present value utilizing a 12.0% discount rate reflecting the risk factors associated with the cash flow streams.

IPRD includes $1.8 billion attributed to INX-189. INX-189 is expected to be most effective when used in combination therapy and it is assumed all market participants would inherently maintain franchise synergies attributed to maximizing the cash flows of their existing virology pipeline assets. The cash flows utilized to value INX-189 include such synergies and also assume initial positive cash flows to commence in 2017, shortly after the expected receipt of regulatory approvals, subject to trial results. The weighted-average PTRS utilized in the INX-189 valuation was 38%. Actual cash flows attributed to IPRD are likely to be different than those assumed.

The results of Inhibitex's operations are included in the consolidated financial statements from February 13, 2012. Pro forma supplemental financial information is not provided as the impact of the acquisition is not material to operating results. Goodwill, IPRD and all intangible assets valued in this acquisition are non-deductible for tax purposes.

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LEGAL PROCEEDINGS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2012

Legal Proceedings and Contingencies [Abstract]

Legal Proceedings and Contingencies [Text Block]

Note 16. 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. 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, 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 our patent rights would likely result in substantial decreases in the respective product sales 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 has been remanded to the Federal Court for further proceedings related to damages. It is expected the amount of damages will not be material to the Company.

Plavix*– EU

As previously disclosed, in 2007, YES Pharmaceutical Development Services GmbH (YES Pharmaceutical) filed an application for marketing authorization in Germany for an alternate salt form of clopidogrel. This application relied on data from studies that were originally conducted by Sanofi and BMS for Plavix* and were still the subject of data protection in the EU. Sanofi and BMS have filed an action against YES Pharmaceutical and its partners in the administrative court in Cologne objecting to the marketing authorization. This matter is currently pending, although these specific marketing authorizations now have been withdrawn from the market.

Plavix*– Canada (Apotex, Inc.)

On April 22, 2009, Apotex filed an impeachment action against Sanofi in the Federal Court of Canada alleging that Sanofi's Canadian Patent No. 1,336,777 (the '777 Patent) is invalid. On June 8, 2009, Sanofi filed its defense to the impeachment action and filed a suit against Apotex for infringement of the '777 Patent. The trial was completed in June 2011 and in December 2011, the Federal Court of Canada issued a decision that the '777 Patent is invalid. Sanofi is appealing this decision though generic companies have since entered the market.

OTHER INTELLECTUAL PROPERTY LITIGATION

Abilify*

As previously disclosed, Otsuka has filed patent infringement actions against Teva, Barr Pharmaceuticals, Inc. (Barr), Sandoz Inc. (Sandoz), Synthon Laboratories, Inc (Synthon), Sun Pharmaceuticals (Sun), Zydus Pharmaceuticals USA, Inc. (Zydus),and Apotex relating to U.S. Patent No. 5,006,528, ('528 Patent) which covers aripiprazole and expires in April 2015 (including the additional six-month pediatric exclusivity period). Aripiprazole is comarketed by the Company and Otsuka in the U.S. as Abilify*. A non-jury trial in the U.S. District Court for the District of New Jersey (NJ District Court) against Teva/Barr and Apotex was completed in August 2010. In November 2010, the NJ District Court upheld the validity and enforceability of the '528 Patent, maintaining the main patent protection for Abilify* in the U.S. until April 2015. The NJ District Court also ruled that the defendants' generic aripiprazole product infringed the '528 Patent and permanently enjoined them from engaging in any activity that infringes the '528 Patent, including marketing their generic product in the U.S. until after the patent (including the six-month pediatric extension) expires. Sandoz, Synthon, Sun and Zydus are also bound by the NJ District Court's decision. In December 2010, Teva/Barr and Apotex appealed this decision to the U.S. Court of Appeals for the Federal Circuit (Federal Circuit). In May 2012, the Federal Circuit affirmed the NJ District Court's decision. In June 2012, Apotex filed a petition for rehearing en banc. It is not possible at this time to determine the outcome of any further appeals of the NJ District Court's decision. If Otsuka were not to prevail in an appeal, generic competition would likely result in substantial decreases in the sales of Abilify* in the U.S., which would have a material adverse effect on the results of operations and cash flows and could be material to the Company's financial condition.

Atripla*

In April 2009, Teva filed an abbreviated New Drug Application (aNDA) to manufacture and market a generic version of Atripla*. Atripla* is a single tablet three-drug regimen combining the Company's Sustiva and Gilead's Truvada*. As of this time, the Company's U.S. patent rights covering Sustiva's composition of matter and method of use have not been challenged. Teva sent Gilead a Paragraph IV certification letter challenging two of the fifteen Orange Book-listed patents for Atripla*. Atripla* is the product of a joint venture between the Company and Gilead. In May 2009, Gilead filed a patent infringement action against Teva in the U.S. District Court for the Southern District of New York (SDNY). In January 2010, the Company received a notice that Teva has amended its aNDA and is challenging eight additional Orange Book-listed patents for Atripla*. In March 2010, the Company and Merck, Sharp & Dohme Corp. (Merck) filed a patent infringement action against Teva also in the SDNY relating to two U.S. Patents which claim crystalline or polymorph forms of efavirenz. In March 2010, Gilead filed two patent infringement actions against Teva in the SDNY relating to six Orange Book-listed patents for Atripla*. Discovery in these matters is ongoing. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

Baraclude

In August 2010, Teva filed an aNDA to manufacture and market generic versions of Baraclude. The Company received a Paragraph IV certification letter from Teva challenging the one Orange Book-listed patent for Baraclude, U.S. Patent No. 5,206,244, which expires in 2015. In September 2010, the Company filed a patent infringement lawsuit in the U.S. District Court for the District of Delaware against Teva for infringement of the listed patent covering Baraclude, which triggered an automatic 30-month stay of approval of Teva's aNDA. A trial is expected to take place in the fourth quarter of 2012. In June 2012, the Company filed a patent infringement lawsuit against Sandoz following the receipt of a Paragraph IV certification letter challenging the same Orange-Book listed patent. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

Sprycel

In September 2010, Apotex filed an aNDA to manufacture and market generic versions of Sprycel. The Company received a Paragraph IV certification letter from Apotex challenging the four Orange Book listed patents for Sprycel, including the composition of matter patent. In November 2010, the Company filed a patent infringement lawsuit in the NJ District Court against Apotex for infringement of the four Orange Book listed patents covering Sprycel, which triggered an automatic 30-month stay of approval of Apotex's aNDA. In October 2011, the Company received a Paragraph IV notice letter from Apotex informing the Company that it is seeking approval of generic versions of the 80 mg and 140 mg dosage strengths of Sprycel and challenging the same four Orange Book listed patents. In November 2011, BMS filed a patent infringement suit against Apotex on the 80 mg and 140 mg dosage strengths in the NJ District Court. This case has been consolidated with the suit filed in November 2010. Discovery in this matter is ongoing. It is not possible at this time to reasonably assess the outcome of this lawsuit or its impact on the Company.

Sustiva – EU

In January 2012, Teva obtained a European marketing authorization for Efavirenz Teva 600 mg tablets. In February 2012, the Company and Merck filed lawsuits and requests for injunctions against Teva in the Netherlands, Germany and the U.K. for infringement of Merck's European Patent No. 0582455 and Supplementary Protection Certificates expiring in November 2013. As of April 2012, requests for injunctions have been granted in the U.K. and denied in the Netherlands and Germany. It is not possible at this time to reasonably assess the outcome of these lawsuits or their impact on the Company.

GENERAL COMMERCIAL LITIGATION

Clayworth Litigation

As previously disclosed, the Company, together with a number of other pharmaceutical manufacturers, was named as a defendant in an action filed in California Superior Court in Oakland, James Clayworth et al. v. Bristol-Myers Squibb Company, et al., alleging that the defendants conspired to fix the prices of pharmaceuticals by agreeing to charge more for their drugs in the U.S. than they charge outside the U.S., particularly Canada, and asserting claims under California's Cartwright Act and unfair competition law. The plaintiffs sought trebled monetary damages, injunctive relief and other relief. In December 2006, the Court granted the Company and the other manufacturers' motion for summary judgment based on the pass-on defense, and judgment was then entered in favor of defendants. In July 2008, judgment in favor of defendants was affirmed by the California Court of Appeals. In July 2010, the California Supreme Court reversed the California Court of Appeal's judgment and the matter was remanded to the California Superior Court for further proceedings. In March 2011, the defendants' motion for summary judgment was granted and judgment was entered in favor of the defendants. The plaintiffs have appealed this decision and an oral argument occurred in June 2012.  It is not possible at this time to determine the outcome of the appeal.

Remaining Apotex Matters Related to Plavix*

As previously disclosed, in November 2008, Apotex filed a lawsuit in New Jersey Superior Court entitled, Apotex Inc., et al. v. sanofi-aventis, et al., seeking payment of $60 million, plus interest calculated at the rate of 1% per month from the date of the filing of the lawsuit, until paid, related to the break-up of a March 2006 proposed settlement agreement relating to the-then pending Plavix* patent litigation against Apotex. In April 2011, the New Jersey Superior Court granted the Company's cross-motion for summary judgment motion and denied Apotex's motion for summary judgment. Apotex has appealed these decisions. It is not possible at this time to determine the outcome of any appeal from the New Jersey Superior Court's decisions.

In January 2011, Apotex filed a lawsuit in Florida State Court, Broward County, alleging breach of contract relating to the May 2006 proposed settlement agreement with Apotex relating to the then pending Plavix* patent litigation. Discovery is ongoing.

PRICING, SALES AND PROMOTIONAL PRACTICES LITIGATION AND INVESTIGATIONS

Abilify* Federal Subpoena

In January 2012, the Company received a subpoena from the United States Attorney's Office for the Southern District of New York requesting information related to, among other things, the sales and marketing of Abilify*. It is not possible at this time to assess the outcome of this matter or its potential impact on the Company.

Abilify* State Attorneys General Investigation

In March 2009, the Company received a letter from the Delaware Attorney General's Office advising of a multi-state coalition investigating whether certain Abilify* marketing practices violated those respective states' consumer protection statutes. It is not possible at this time to reasonably assess the outcome of this investigation or its potential impact on the Company.

Abilify*Co-Pay Assistance Litigation

In March 2012, the Company and its partner Otsuka were named as co-defendants in a private class action lawsuit filed by union health and welfare funds in the SDNY. Plaintiffs are challenging the legality of the Abilify*co-pay assistance programunder the Federal Antitrust and the Racketeer Influenced and Corrupt Organizationslaws, and seeking damages. It is not possible at this time to reasonably assess the outcome of this litigation or its potential impact on the Company.

AWP Litigation

As previously disclosed, the Company, together with a number of other pharmaceutical manufacturers, has been a defendant in a number of private class actions as well as suits brought by the attorneys general of various states. In these actions, plaintiffs allege that defendants caused the Average Wholesale Prices (AWPs) of their products to be inflated, thereby injuring government programs, entities and persons who reimbursed prescription drugs based on AWPs. The Company is a defendant in four state attorneys general suits pending in state courts around the country. Beginning in August 2010, the Company was the defendant in a trial in the Commonwealth Court of Pennsylvania (Commonwealth Court), brought by the Commonwealth of Pennsylvania. In September 2010, the jury issued a verdict for the Company, finding that the Company was not liable for fraudulent or negligent misrepresentation; however, the Commonwealth Court judge issued a decision on a Pennsylvania consumer protection claim that did not go to the jury, finding the Company liable for $28 million and enjoining the Company from contributing to the provision of inflated AWPs. The Company has moved to vacate the decision and the Commonwealth has moved for a judgment notwithstanding the verdict, which the Commonwealth Court denied. The Company and the Commonwealth have appealed the decision to the Pennsylvania Supreme Court. The Company is currently scheduled to proceed to trial in Mississippi in mid-2013.

Qui Tam Litigation

In March 2011, the Company was served with an unsealed qui tam complaint filed by three former sales representatives in California Superior Court, County of Los Angeles. The California Department of Insurance has elected to intervene in the lawsuit. The complaint alleges the Company paid kickbacks to California providers and pharmacies in violation of California Insurance Frauds Prevention Act, Cal. Ins. Code § 1871.7. Discovery is ongoing. It is not possible at this time to reasonably assess the outcome of this lawsuit or its impact on the Company.

PRODUCT LIABILITY LITIGATION

The Company is a party to various product liability lawsuits. As previously disclosed, in addition to lawsuits, the Company also faces unfiled claims involving its products.

Plavix*

As previously disclosed, the Company and certain affiliates of Sanofi are defendants in a number of individual lawsuits in various state and federal courts claiming personal injury damage allegedly sustained after using Plavix*. Currently, more than 1,000 claims are filed in state and federal courts in various states including California, Illinois, New Jersey, New York, Ohio and Pennsylvania. The Company also executed a tolling agreement with respect to unfiled claims by potential additional plaintiffs. The defendants have exercised their right to terminate the tolling agreement effective September 1, 2012. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

Reglan*

The Company is one of a number of defendants in numerous lawsuits, on behalf of approximately 2,500 plaintiffs, claiming personal injury allegedly sustained after using Reglan* or another brand of the generic drug metoclopramide, a product indicated for gastroesophageal reflux and certain other gastrointestinal disorders. The Company, through its generic subsidiary, Apothecon, Inc., distributed metoclopramide tablets manufactured by another party between 1996 and 2000. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

Hormone Replacement Therapy

The Company is one of a number of defendants in a mass-tort litigation in which plaintiffs allege, among other things, that various hormone therapy products, including hormone therapy products formerly manufactured by the Company (Estrace*, Estradiol, Delestrogen* and Ovcon*) cause breast cancer, stroke, blood clots, cardiac and other injuries in women, that the defendants were aware of these risks and failed to warn consumers. The Company has agreed to resolve the claims of approximately 400 plaintiffs. As of June 30, 2012, the Company remains a defendant in approximately 36 actively pending lawsuits in federal and state courts throughout the U.S. All of the Company's hormone therapy products were sold to other companies between January 2000 and August 2001.

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 the Comprehensive Environmental Response, Compensation and Liability Act (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 $70 million at June 30, 2012, 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).

New Brunswick Facility – Environmental & Personal Injury Lawsuits

Since May 2008, over 250 lawsuits have been filed against the Company in New Jersey Superior Court by or on behalf of current and former residents of New Brunswick, New Jersey who live or have lived adjacent to the Company's New Brunswick facility. The complaints either allege various personal injuries damages resulting from alleged soil and groundwater contamination on their property stemming from historical operations at the New Brunswick facility, or are claims for medical monitoring. A portion of these complaints also assert claims for alleged property damage. In October 2008, the New Jersey Supreme Court granted Mass Tort status to these cases and transferred them to the New Jersey Superior Court in Atlantic County for centralized case management purposes. The Company intends to defend itself vigorously in this litigation. Discovery is ongoing. In October 2011 and May 2012, over 100 additional cases were filed in New Jersey Superior Court and removed by the Company to United States District Court, District of New Jersey. It is not possible at this time to reasonably assess the outcome of these lawsuits or the potential impact on the Company.

North Brunswick Township Board of Education

As previously disclosed, in October 2003, the Company was contacted by counsel representing the North Brunswick, NJ Board of Education (BOE) regarding a site where waste materials from E.R. Squibb and Sons may have been disposed from the 1940's through the 1960's. Fill material containing industrial waste and heavy metals in excess of residential standards was discovered during an expansion project at the North Brunswick Township High School, as well as at a number of neighboring residential properties and adjacent public park areas. In January 2004, the New Jersey Department of Environmental Protection (NJDEP) sent the Company and others an information request letter about possible waste disposal at the site, to which the Company responded in March 2004. The BOE and the Township, as the current owners of the school property and the park, are conducting and jointly financing soil remediation work and ground water investigation work under a work plan approved by NJDEP, and have asked the Company to contribute to the cost. The Company is actively monitoring the clean-up project, including its costs. To date, neither the school board nor the Township has asserted any claim against the Company. Instead, the Company and the local entities have negotiated an agreement to attempt to resolve the matter by informal means, and avoid litigation. A central component of the agreement is the provision by the Company of interim funding to help defray cleanup costs and assure the work is not interrupted. The Company transmitted interim funding payments in December 2007 and November 2009. The parties commenced mediation in late 2008; however, those efforts were not successful and the parties moved to a binding allocation process. The parties are expected to conduct fact and expert discovery, followed by formal evidentiary hearings and written argument. Hearings likely will be scheduled for late 2012 or early 2013. In addition, in September 2009, the Township and BOE filed suits against several other parties alleged to have contributed waste materials to the site. The Company does not currently believe that it is responsible for any additional amounts beyond the two interim payments totaling $4 million already transmitted. Any additional possible loss is not expected to be material.

OTHER PROCEEDINGS

Italy Investigation

In July 2011, the Public Prosecutor in Florence, Italy (Italian Prosecutor) initiated a criminal investigation against the Company's subsidiary in Italy (BMS Italy). The allegations against the Company relate to alleged activities of a former employee who left the Company in the 1990s. The Italian Prosecutor has requested as an interim measure that a judicial administrator be appointed to temporarily run the operations of BMS Italy. The Florence Court has not yet ruled on the Italian Prosecutor's request. It is not possible at this time to assess the outcome of this investigation or its potential impact on the Company.

SEC Germany Investigation

In October 2006, the SEC informed the Company that it had begun a formal inquiry into the activities of certain of the Company's German pharmaceutical subsidiaries and its employees and/or agents.  The SEC's inquiry encompasses matters formerly under investigation by the German prosecutor in Munich, Germany, which have since been resolved. The Company understands the inquiry concerns potential violations of the Foreign Corrupt Practices Act (FCPA). The Company is cooperating with the SEC.

FCPA Investigation

In March, 2012, the Company received a subpoena from the SEC. The subpoena, issued in connection with an investigation under the FCPA, primarily relates to sales and marketing practices in various countries. The Company is cooperating with the government in its investigation of these matters.

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GOODWILL

6 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Note 12. GOODWILL

Changes in the carrying amount of goodwill during the six months ended June 30, 2012 were as follows:

Dollars in Millions
Balance at January 1, 2012		$	5,586
	Inhibitex acquisition		1,213
Balance at June 30, 2012		$	6,799

Qualitative factors were assessed in the first quarter in determining whether it was more likely than not that the fair value of our aggregated geographic reporting units exceeded its carrying value. Examples of qualitative factors assessed included our share price, our financial performance compared to budgets, long-term financial plans, macroeconomic, industry and market conditions as well as the substantial excess of fair value over the carrying value of net assets from the annual impairment test performed in the prior year. Positive and negative influences of each relevant factor were assessed both individually and in the aggregate and as a result it was concluded that no additional quantitative testing was required.

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FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2012

Financial Instruments [Abstract]

Financial Instruments [Text Block]

Note 8. FINANCIAL INSTRUMENTS

Financial instruments include cash and cash equivalents, marketable securities, accounts receivable and payable, debt instruments and derivatives. Due to their short-term maturity, the carrying amount of accounts receivables and payable approximate fair value. Cash equivalents primarily consist of highly liquid investments with original maturities of three months or less at the time of purchase and are recorded at cost, which approximates fair value.

BMS has exposure to market risk due to changes in currency exchange rates and interest rates. As a result, certain derivative financial instruments are used when available on a cost-effective basis to hedge the underlying economic exposure. These instruments qualify as cash flow, net investment and fair value hedges upon meeting certain criteria, including initial and periodic assessments of the effectiveness in offsetting hedged exposures. Changes in fair value of derivatives that do not qualify for hedge accounting are recognized in earnings as they occur. Derivative financial instruments are not used for trading purposes.

All financial instruments, including derivatives, are subject to counterparty credit risk which is considered as part of the overall fair value measurement. Counterparty credit risk is monitored on an ongoing basis and is mitigated by limiting amounts outstanding with any individual counterparty, utilizing conventional derivative financial instruments and only entering into agreements with counterparties that meet high credit quality standards. The consolidated financial statements would not be materially impacted if any counterparty failed to perform according to the terms of its agreement. Under the terms of the agreements, posting of collateral is not required by any party whether derivatives are in an asset or liability position.

Fair Value Measurements − The fair values of financial instruments are classified into one of the following categories:

Level 1 inputs utilize quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. These instruments include U.S. treasury securities.

Level 2 inputs include observable prices for similar instruments, quoted prices for identical or similar instruments in markets that are not active, and other observable inputs that can be corroborated by market data for substantially the full term of the assets or liabilities. These instruments include corporate debt securities, commercial paper, Federal Deposit Insurance Corporation (FDIC) insured debt securities, certificates of deposit, money market funds, foreign currency forward contracts, interest rate swap contracts, equity funds and fixed income funds. Additionally, certain corporate debt securities utilize a third-party matrix-pricing model that uses significant inputs corroborated by market data for substantially the full term of the assets. Equity and fixed income funds are primarily invested in publicly traded securities and are valuedat the respective net asset value of the underlying investments. There were no significant unfunded commitments or restrictions on redemptions related to equity and fixed income funds as of June 30, 2012. Level 2 derivative instruments are valued using London Interbank Offered Rate (LIBOR) and Euro Interbank Offered Rate (EURIBOR) yield curves, less credit valuation adjustments, and observable forward foreign exchange rates at the reporting date. Valuations of derivative contracts may fluctuate considerably from period-to-period due to volatility in underlying foreign currencies and underlying interest rates, which are driven by market conditions and the duration of the contract. Credit adjustment volatility may have a significant impact on the valuation of interest rate swaps due to changes in counterparty credit ratings and credit default swap spreads.

Level 3 unobservable inputs are used when little or no market data is available. Valuation models for the Auction Rate Security (ARS) and Floating Rate Securities (FRS) portfolio are based on expected cash flow streams and collateral values including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The fair value of ARS was determined using an internally developed valuation which was based in part on indicative bids received on the underlying assets of the security and other evidence of fair value. The ARS is a private placement security rated 'BBB' by Standard and Poor's and represents interests in insurance securitizations. Due to the current lack of an active market for FRS and the general lack of transparency into their underlying assets, other qualitative analysis is relied upon to value FRS including discussions with brokers and fund managers, default risk underlying the security and overall capital market liquidity.

Available-For-Sale Securities and Cash Equivalents

The following table summarizes available-for-sale securities atJune 30, 2012 and December 31, 2011:

				Gross		Gross
				Unrealized		Unrealized
				Gain in		Loss in		Gain/(Loss)
		Amortized		Accumulated		Accumulated		in		Fair		Fair Value
Dollars in Millions		Cost		OCI		OCI		Income		Value		Level 1		Level 2		Level 3
June 30, 2012
Marketable Securities
	Certificates of Deposit	$	621	$	-	$	-	$	-	$	621	$	-	$	621	$	-
	Corporate Debt Securities		4,405		69		(2)		-		4,472		-		4,472		-
	Commercial Paper		546		-		-		-		546		-		546		-
	U.S. Treasury Securities		150		1		-		-		151		151		-		-
	FDIC Insured Debt Securities		50		-		-		-		50		-		50		-
	Equity Funds		50		-		-		3		53		-		53		-
	Fixed Income Funds		45		-		-		1		46		-		46		-
	ARS		9		1		-		-		10		-		-		10
	FRS		21		-		(2)		-		19		-		-		19
	Total Marketable Securities	$	5,897	$	71	$	(4)	$	4	$	5,968	$	151	$	5,788	$	29
December 31, 2011
Marketable Securities
	Certificates of Deposit	$	1,051	$	-	$	-	$	-	$	1,051	$	-	$	1,051	$	-
	Corporate Debt Securities		2,908		60		(3)		-		2,965		-		2,965		-
	Commercial Paper		1,035		-		-		-		1,035		-		1,035		-
	U.S. Treasury Securities		400		2		-		-		402		402		-		-
	FDIC Insured Debt Securities		302		1		-		-		303		-		303		-
	ARS		80		12		-		-		92		-		-		92
	FRS		21		-		(3)		-		18		-		-		18
	Total Marketable Securities	$	5,797	$	75	$	(6)	$	-	$	5,866	$	402	$	5,354	$	110

The following table summarizes the classification of available for sale securities in the consolidated balance sheet:

	June 30,		December 31,
Dollars in Millions	2012		2011
Current Marketable Securities	$	2,236	$	2,957
Non-current Marketable Securities		3,732		2,909
Total Marketable Securities	$	5,968	$	5,866

Money market funds and other securities aggregating $2,512 million and $5,469 million at June 30, 2012 and December 31, 2011, respectively, were included in cash and cash equivalents and valued using Level 2 inputs. At June 30, 2012, $3,718 million of non-current available for sale corporate debt securities and FRS mature within five years.

The change in fair value for the investments in equity and fixed income funds are recognized in the results of operations and are designed to offset the changes in fair value of certain employee retirement benefits.

The following table summarizes the activity for financial assets utilizing Level 3 fair value measurements:

	2012		2011
Fair value at January 1	$	110	$	110
Sales		(81)		0
Fair value at June 30	$	29	$	110

Qualifying Hedges

The following table summarizes the fair value of outstanding derivatives:

			June 30, 2012				December 31, 2011
					Fair Value				Fair Value
Dollars in Millions		Balance Sheet Location	Notional		(Level 2)		Notional		(Level 2)
Derivatives designated as hedging instruments:
	Interest rate swap contracts	Other assets	$	573	$	150	$	579	$	135
	Foreign currency forward contracts	Other assets		1,254		85		1,347		88
	Foreign currency forward contracts	Accrued expenses		348		(5)		480		(29)

Cash Flow Hedges − Foreign currency forward contracts are primarily utilized to hedge forecasted intercompany inventory purchase transactions in certain foreign currencies. These forward contracts are designated as cash flow hedges with the effective portion of changes in fair value being temporarily reported in accumulated other comprehensive income (OCI) and recognized in earnings when the hedged item affects earnings.As of June 30, 2012, significant outstanding foreign currency forward contracts were primarily attributed to Euro and Japanese yen foreign currency forward contracts in the notional amount of $746 million and $514 million, respectively.

The net gain on foreign currency forward contracts qualifying for cash flow hedge accounting is expected to be reclassified to cost of products sold within the next two years, including $78 million of pre-tax gains to be reclassified within the next 12 months. Cash flow hedge accounting is discontinued when the forecasted transaction is no longer probable of occurring on the originally forecasted date, or 60 days thereafter, 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. Any ineffective portion of the change in fair value is included in current period earnings. The earnings impact related to discontinued cash flow hedges and hedge ineffectiveness was not significant during the three and six months ended June 30, 2012 and 2011.

Net Investment Hedges − Non-U.S. dollar borrowings of €541 million ($677 million) are designated to hedge the foreign 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 gains or losses on the remeasurement of the debt is recognized in the foreign currency translation component of accumulated OCI with the related offset in long-term debt.

Fair Value Hedges –Fixed-to-floating interest rate swap contracts are designated as fair value hedges and are used as part of an interest rate risk management strategy to create an appropriate balance of fixed and floating rate debt. The swaps and underlying debt for the benchmark risk being hedged are recorded at fair value. When the underlying swap is terminated prior to maturity, the fair value basis adjustment to the underlying debt instrument is amortized into earnings as an adjustment to interest expense over the remaining term of the debt.

The adjustment to long-term debt from interest rate swaps that qualify as fair value hedges and other items was as follows:

		June 30,		December 31,
Dollars in Millions		2012		2011
Principal Value		$	4,533	$	4,669
Adjustments to Principal Value:
	Fair value of interest rate swaps		150		135
	Unamortized basis adjustment from swap terminations		547		594
	Unamortized bond discounts		(21)		(22)
Total		$	5,209	$	5,376

The fair value of long-term debt was $6,294 million at June 30, 2012 and $6,406 million at December 31, 2011 and was valued using Level 2 inputs. Interest payments were $56 million and $32 million for the three months ended June 30, 2012 and 2011, respectively, and $89 million and $63 million for the six months ended June 30, 2012 and 2011, respectively, net of amounts related to interest rate swap contracts.

During the second quarter of 2011, fixed-to-floating interest rate swap agreements of $800 million notional amount and €75 million notional amount were terminated generating total proceeds of $95 million (including accrued interest of $12 million). The basis adjustment from the swap terminations is amortized as interest expense over the remaining life of the underlying debt.

Debt repurchase activity was as follows:

	Six Months Ended June 30,
Dollars in Millions	2012		2011
Principal amount	$	80	$	71
Carrying value		90		88
Repurchase price		109		78
Notional amount of interest rate swaps terminated		6		34
Swap termination proceeds		2		6
Total (gain)/loss		19		(10)

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INCOME TAXES

6 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

Note 6. INCOME TAXES

The effective income tax rate on earnings was 23.7% for the three months endedJune 30, 2012 compared to 27.0% for the three months ended June 30, 2011 and 25.8% for the six months ended June 30, 2012 compared to 24.8% for the six months ended June 30, 2011. The effective tax rate is lower than the U.S. statutory rate of 35% primarily attributable to undistributed earnings of certain foreign subsidiaries that have been considered or are expected to be indefinitely reinvested offshore.Ifthese earnings are repatriated to the U.S. in the future, or if it was determined that such earnings are to be remitted in the foreseeable future, additional tax provisions would be required. Reforms to U.S. tax laws related to foreign earnings have been proposed and if adopted, may increase taxes,which could reduce the results of operations and cash flows.

The decrease in the effective tax rate in the three months ended June 30, 2012 was due to:

• Favorable earnings mix between high and low tax jurisdictions compared to the prior period.

  Partially offset by:

• An unfavorable impact on the current year rate from the research and development tax credit, which was not extended as of June 30, 2012.

The increase in the effective tax rate in the six months ended June 30, 2012 was due to:

• Lower tax benefits from contingent tax matters primarily related to the effective settlements and remeasurements of uncertain tax positions ($6 million charge in 2012 and $79 million benefit in 2011); and
• An unfavorable impact on the current year rate from the research and development tax credit, which was not extended as of June 30, 2012.

Partially offset by:

• Favorable earnings mix between high and low tax jurisdictions compared to the prior period.

BMS is currently under examination by a number of tax authorities which have proposed adjustments to tax for issues such as transfer pricing, certain tax credits and the deductibility of certain expenses. BMS estimates that it is reasonably possible that the total amount of unrecognized tax benefits at June 30, 2012could decrease in the range of approximately $40 million to $70 million in the next twelve months as a result of the settlement of certain tax audits and other events resulting in the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also 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. BMS 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, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Note 7. EARNINGS PER SHARE

	Three Months Ended June 30,				Six Months Ended June 30,
Amounts in Millions, Except Per Share Data	2012		2011		2012		2011
Net Earnings Attributable to BMS	$	645	$	902	$	1,746	$	1,888
Earnings attributable to unvested restricted shares		-		(2)		(2)		(4)
Net Earnings Attributable to BMS common shareholders	$	645	$	900	$	1,744	$	1,884
Earnings per share - basic	$	0.38	$	0.53	$	1.04	$	1.11
Weighted-average common shares outstanding - basic		1,683		1,707		1,685		1,705
Contingently convertible debt common stock equivalents		1		1		1		1
Incremental shares attributable to share-based compensation plans		17		14		18		12
Weighted-average common shares outstanding - diluted		1,701		1,722		1,704		1,718
Earnings per share - diluted	$	0.38	$	0.52	$	1.02	$	1.10
Anti-dilutive weighted-average equivalent shares - stock incentive plans		-		27		3		39

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RECEIVABLES

6 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Receivables [Text Block]

Note 9. RECEIVABLES

Receivables include:

	June 30,		December 31,
Dollars in Millions	2012		2011
Trade receivables	$	1,738	$	2,397
Less allowances		(115)		(147)
Net trade receivables		1,623		2,250
Alliance partners receivables		873		1,081
Prepaid and refundable income taxes		146		256
Miscellaneous receivables		183		156
Receivables	$	2,825	$	3,743

Receivables are netted with deferred income related to alliance partners until recognition of income. As a result, alliance partner receivables and deferred income were reduced by $1,181 million and $901 million at June 30, 2012 and December 31, 2011, respectively. For additional information regarding alliance partners, see “—Note 3. Alliances and Collaborations.” Non-U.S. receivables sold on a nonrecourse basis were $493 million and $525 million for the six months endedJune 30, 2012 and 2011, respectively. In the aggregate, receivables due from three pharmaceutical wholesalers in the U.S. represented 38% and 55% of total trade receivables at June 30, 2012 and December 31, 2011, respectively.

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EQUITY (Tables)

6 Months Ended

Jun. 30, 2012

Equity [Abstract]

Schedule of Stock by Class [Text Block]

				Capital in Excess
	Common Stock			of Par Value		Retained		Treasury Stock			Noncontrolling
Dollars and Shares in Millions	Shares	Par Value		of Stock		Earnings		Shares	Cost		Interest
Balance at January 1, 2011	2,205	$	220	$	3,682	$	31,636	501	$	(17,454)	$	(75)
Net earnings attributable to BMS	-		-		-		1,888	-		-		-
Cash dividends declared	-		-		-		(1,132)	-		-		-
Stock repurchase program	-		-		-		-	14		(386)		-
Employee stock compensation plans	-		-		(361)		-	(15)		649		-
Net earnings attributable to noncontrolling
interest	-		-		-		-	-		-		1,186
Distributions	-		-		-		-	-		-		(1,319)
Balance at June 30, 2011	2,205	$	220	$	3,321	$	32,392	500	$	(17,191)	$	(208)
Balance at January 1, 2012	2,205	$	220	$	3,114	$	33,069	515	$	(17,402)	$	(89)
Net earnings attributable to BMS	-		-		-		1,746	-		-		-
Cash dividends declared	-		-		-		(1,154)	-		-		-
Stock repurchase program	-		-		-		-	27		(875)		-
Employee stock compensation plans	3		1		(331)		-	(12)		677		-
Net earnings attributable to noncontrolling
interest	-		-		-		-	-		-		859
Distributions	-		-		-		-	-		-		(1,056)
Balance at June 30, 2012	2,208	$	221	$	2,783	$	33,661	530	$	(17,600)	$	(286)

Comprehensive Income Note [Text Block]

	Foreign		Derivatives		Pension and Other		Available		Accumulated Other
	Currency		Qualifying as		Postretirement		for		Comprehensive
Dollars in Millions	Translation		Effective Hedges		Benefits		Sale Securities		Income/(Loss)
Balance at January 1, 2011	$	(222)	$	(20)	$	(2,163)	$	34	$	(2,371)
Other comprehensive income/(loss)		(29)		(44)		37		18		(18)
Balance at June 30, 2011	$	(251)	$	(64)	$	(2,126)	$	52	$	(2,389)
Balance at January 1, 2012	$	(238)	$	36	$	(2,905)	$	62	$	(3,045)
Other comprehensive income/(loss)		7		12		60		(1)		78
Balance at June 30, 2012	$	(231)	$	48	$	(2,845)	$	61	$	(2,967)

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INVENTORIES (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Inventories [Abstract]
Finished goods	$ 503	$ 478
Work in process	755	646
Raw and packaging materials	263	260
Inventories	1,521	1,384
Inventories expected to remain on-hand beyond one year and included in non-current other assets	349	260
Amount of non-current inventories unable to be sold pending regulatory approval	$ 35

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PENSION AND POSTRETIREMENT BENEFIT PLANS

6 Months Ended

Jun. 30, 2012

Compensation And Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits [Text Block]

Note 14. PENSION AND POSTRETIREMENT BENEFIT PLANS

The net periodic benefit cost of defined benefit pension and postretirement benefit plans includes:

	Three Months Ended June 30,								Six Months Ended June 30,
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
Dollars in Millions	2012		2011		2012		2011		2012		2011		2012		2011
Service cost — benefits earned during the year	$	7	$	11	$	2	$	2	$	17	$	21	$	4	$	4
Interest cost on projected benefit obligation		79		86		5		6		158		170		11		13
Expected return on plan assets		(126)		(118)		(6)		(6)		(252)		(233)		(13)		(13)
Amortization of prior service cost/(benefit)		(1)		-		-		-		(1)		-		(1)		(1)
Amortization of net actuarial loss		32		29		2		1		65		57		6		3
Curtailments		-		-		-		-		-		(1)		-		-
Settlements		-		-		-		-		-		(2)		-		-
Total net periodic benefit cost	$	(9)	$	8	$	3	$	3	$	(13)	$	12	$	7	$	6

Contributions to the U.S. pension plans are expected to be approximately $340 million during 2012, of which $319 million was contributed in the six months ended June 30, 2012. Contributions to the international plans are expected to range from $75 million to $90 million in 2012, of which $40 million was contributed in the six months ended June 30, 2012.

The expense attributed to defined contribution plans in the U.S. was $48 million and $47 million for the three months ended June 30, 2012 and 2011, respectively and $96 million and $86 million for the six months ended June 30, 2012 and 2011, respectively.

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ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

Purchase price:		Dollars in Millions
Cash	$	2,539
Identifiable net assets:
Cash		46
Marketable securities		17
In-process research and development (IPRD)		1,875
Accounts payable		(23)
Accrued expenses		(10)
Deferred income taxes		(579)
Total identifiable net assets		1,326
Goodwill	$	1,213

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FINANCIAL INSTRUMENTS (Derivatives and Hedging) (Details) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2011 EUR (€)	Jun. 30, 2012 EUR (€)	Dec. 31, 2011 USD ($)	Jun. 30, 2012 Euro [Member] USD ($)	Jun. 30, 2012 Japanese Yen [Member] USD ($)	Jun. 30, 2012 Interest Rate Swap Derivatives [Member] Designated As Hedging Instrument [Member] Other assets [Member] USD ($)	Dec. 31, 2011 Interest Rate Swap Derivatives [Member] Designated As Hedging Instrument [Member] Other assets [Member] USD ($)	Jun. 30, 2012 Interest Rate Swap Derivatives [Member] Designated As Hedging Instrument [Member] Other assets [Member] Fair Value Level 2 [Member] USD ($)	Dec. 31, 2011 Interest Rate Swap Derivatives [Member] Designated As Hedging Instrument [Member] Other assets [Member] Fair Value Level 2 [Member] USD ($)	Jun. 30, 2012 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Other assets [Member] USD ($)	Dec. 31, 2011 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Other assets [Member] USD ($)	Jun. 30, 2012 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Other assets [Member] Fair Value Level 2 [Member] USD ($)	Dec. 31, 2011 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Other assets [Member] Fair Value Level 2 [Member] USD ($)	Jun. 30, 2012 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Accrued expenses [Member] USD ($)	Dec. 31, 2011 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Accrued expenses [Member] USD ($)	Jun. 30, 2012 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Accrued expenses [Member] Fair Value Level 2 [Member] USD ($)	Dec. 31, 2011 Foreign Currency Forward Contracts [Member] Designated As Hedging Instrument [Member] Accrued expenses [Member] Fair Value Level 2 [Member] USD ($)
Derivative [Line Items]
Notional amount of derivatives										$ 573	$ 579			$ 1,254	$ 1,347			$ 348	$ 480
Total derivatives at fair value, assets												150	135			85	88
Total derivatives at fair value, liabilities																				(5)	(29)
Extinguishment Of Debt Disclosures [Abstract]
Extinguishment of Debt, Principal Value			80	71
Extinguishment Of Debt, Carrying Value			90	88
Extinguishment of Debt, Repurchase Price			109	78
Extinguishment of Debt, Notional amount of interest rate swaps terminated			6	34
Extinguishment of Debt, Swap Termination Proceeds			2	6
Extinguishment of Debt, Total (gain)/loss			19	(10)
Derivatives and Hedging [Line Items]
Significant foreign currency forward contracts, notional amount								746	514
Period, in years, of reclassification to earnings, cash flow hedges			2
Period, in months, of reclassification to earnings, cash flow hedges	12		12
Foreign currency forward contract cash flow hedges, net deferred gain to be reclassified during next 12 months	78		78
The period, in days, after a forecasted transaction after which cash flow hedge accounting is discontinued			60
Notional amount of nonderivative non-U.S. dollar borrowings designated as net investment hedges	677		677			541
Principal value	4,533		4,533				4,669
Adjustments to Principal Value, Fair value of interest rate swaps	150		150				135
Adjustments to Principal Value, Unamortized basis adjustment from swap terminations	547		547				594
Adjustments to Principal Value, Unamortized bond discounts	(21)		(21)				(22)
Total Long-term debt	5,209		5,209				5,376
Long term debt, fair value	6,294		6,294				6,406
Interest payments	56	32	89	63
Terminated interest rate swaps, Notional amount				800	75
Terminated interest rate swaps, Total proceeds including accrued interest				95
Terminated interest rate swaps, Accrued interest				$ 12

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ALLIANCES AND COLLABORATIONS (Gilead) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Alliances and Collaborations Statement [Line Items]
Net sales	$ 4,443	$ 5,434	$ 9,694	$ 10,445
Equity in net loss of affiliates	53	62	110	144
Gilead [Member] | Bulk efavirenz component of ATRIPLA [Member]
Alliances and Collaborations Statement [Line Items]
Net sales	323	298	645	569
Equity in net loss of affiliates	$ 4	$ 3	$ 8	$ 8

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 2,801	$ 5,776
Marketable securities	2,236	2,957
Receivables	2,825	3,743
Inventories	1,521	1,384
Deferred income taxes	1,175	1,200
Prepaid expenses and other	455	258
Total Current Assets	11,013	15,318
Property, plant and equipment	4,478	4,521
Goodwill	6,799	5,586
Other intangible assets	4,569	3,124
Deferred income taxes	201	688
Marketable securities	3,732	2,909
Other assets	875	824
Total Assets	31,667	32,970
Current Liabilities:
Short-term borrowings	236	115
Accounts payable	2,134	2,603
Accrued expenses	2,467	2,791
Deferred income	357	337
Accrued rebates and returns	1,061	1,170
U.S. and foreign income taxes payable	138	167
Dividends payable	598	597
Total Current Liabilities	6,991	7,780
Pension, postretirement, and postemployment liabilities	1,543	2,017
Deferred income	805	866
U.S. and foreign income taxes payable	604	573
Other liabilities	703	491
Long-term debt	5,209	5,376
Total Liabilities	15,855	17,103
Commitments and contingencies (Note 16)	0	0
Bristol-Myers Squibb Company Shareholders' Equity:
Preferred stock, $2 convertible series, par value $1 per share: Authorized 10 million shares; issued and outstanding 5,238 in 2012 and 5,268 in 2011, liquidation value of $50 per share	0	0
Common stock, par value of $0.10 per share: Authorized 4.5 billion shares; 2.2 billion issued in both 2012 and 2011	221	220
Capital in excess of par value of stock	2,783	3,114
Accumulated other comprehensive loss	(2,967)	(3,045)
Retained earnings	33,661	33,069
Less cost of treasury stock - 530 million common shares in 2012 and 515 million in 2011	(17,600)	(17,402)
Total Bristol-Myers Squibb Company Shareholders' Equity	16,098	15,956
Noncontrolling interest	(286)	(89)
Total Equity	15,812	15,867
Total Liabilities and Equity	$ 31,667	$ 32,970

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ALLIANCES AND COLLABORATIONS

6 Months Ended

Jun. 30, 2012

ALLIANCES AND COLLABORATIONS [Abstract]

Alliances and Collaborations [Text Block]

Note 3. ALLIANCES AND COLLABORATIONS

BMS maintains alliances and collaborations with various third parties for the development and commercialization of certain products. Unless otherwise noted, operating results associated with the alliances and collaborations are generally treated as follows: product revenues from BMS sales are included in revenue; royalties, collaboration fees, profit sharing and distribution fees are included in cost of goods sold; post-approval milestone payments to partners are deferred and amortized over the useful life within cost of goods sold; cost sharing reimbursements offset the intended operating expense; payments to BMS attributed to upfront, milestone and other licensing payments are deferred and amortized over the estimated useful life within other income/expense; income and expenses attributed to a collaboration's non-core activities, such as supply and manufacturing arrangements and compensation for opting-out of commercialization in certain countries, are included in other income/expense; partnerships and joint ventures are either consolidated or accounted for under the equity method of accounting and related cash receipts and distributions are treated as operating cash flow.

See the 2011 Annual Report on Form 10-K for a more complete description of the below agreements, including termination provisions, as well as disclosures of other alliances and collaborations.

Sanofi

BMS has agreements with Sanofi for the codevelopment and cocommercialization of Avapro*/Avalide*and Plavix*. The worldwide alliance operates under the framework of two geographic territories; one in the Americas (principally the U.S., Canada, Puerto Rico and Latin American countries) and Australia and the other in Europe and Asia. Accordingly, two territory partnerships were formed to manage central expenses, such as marketing, research and development and royalties, and to supply finished product to the individual countries. In general, at the country level, agreements either to copromote (whereby a partnership was formed between the parties to sell each brand) or to comarket (whereby the parties operate and sell their brands independently of each other) are in place. The agreements with Sanofi expire on the later of (i) with respect to Plavix*, 2013 and, with respect to Avapro*/Avalide*, 2012 in the Americas and Australia and 2013 in Europe and Asia, and (ii) the expiration of all patents and other exclusivity rights relating to the products in the applicable territory.

BMS acts as the operating partner and owns a 50.1% majority controlling interest in the territory covering the Americas and Australia and consolidates all country partnership results for this territory with Sanofi's 49.9% share of the results reflected as a noncontrolling interest. BMS recognizes net sales in this territory and in comarketing countries outside this territory (e.g. Germany, Italy for irbesartan only, Spain and Greece). Sanofi acts as the operating partner and owns a 50.1% majority controlling interest in the territory covering Europe and Asia and BMS has a 49.9% ownership interest in this territory.

BMS and Sanofi have a separate partnership governing the copromotion of irbesartan in the U.S. Sanofi paid BMS $350 million for their acquisition of an interest in the irbesartan license for the U.S. upon formation of the alliance.

Summarized financial information related to this alliance is as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012			2011	2012			2011
Territory covering the Americas and Australia:
	Net sales	$	778	$	2,045	$	2,595	$	4,023
	Royalty expense		141		397		508		755
	Noncontrolling interest – pre-tax		249		601		854		1,174
	Profit distributions to Sanofi		(449)		(702)		(1,058)		(1,301)
Territory covering Europe and Asia:
	Equity in net income of affiliates		(58)		(65)		(118)		(151)
	Profit distributions to BMS		62		67		129		127
Other:
	Net sales in Europe comarketing countries and other		80		71		163		145
	Amortization (income)/expense – irbesartan license fee		(8)		(8)		(16)		(16)
	Supply activities and development and opt-out royalty (income)/expense		(39)		1		(45)		15
						June 30,		December 31,
Dollars in Millions						2012		2011
Investment in affiliates – territory covering Europe and Asia						$	26	$	37
Deferred income – irbesartan license fee							13		29

The following is summarized financial information for interests in the partnerships with Sanofi for the territory covering Europe and Asia, which are not consolidated but are accounted for using the equity method:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Net sales	$	319	$	382	$	638	$	761
Gross profit		132		172		270		340
Net income		120		142		242		282

Otsuka

BMS has a worldwide commercialization agreement with Otsuka Pharmaceutical Co., Ltd. (Otsuka), to codevelop and copromote Abilify*, for the treatment of schizophrenia, bipolar mania disorder and major depressive disorder, excluding certain Asia Pacific countries. The U.S. portion of the amended commercialization and manufacturing agreement expires upon the expected loss of product exclusivity in April 2015. Beginning on January 1, 2012, the contractual share of revenue recognized by BMS in the U.S. was reduced from 53.5% in 2011 to 51.5% and will be further reduced in 2013.

In the UK, Germany, France and Spain, BMS receives 65% of third-party net sales. In these countries and the U.S., third-party customers are invoiced by BMS on behalf of Otsuka and alliance revenue is recognized when Abilify* is shipped and all risks and rewards of ownership have been transferred to third-party customers. In certain countries where BMS is presently the exclusive distributor for the product or has an exclusive right to sell Abilify*, BMS recognizes all of the net sales.

BMS purchases the product from Otsuka and performs finish manufacturing for sale to third-party customers by BMS or Otsuka. Under the terms of the amended agreement, BMS paid Otsuka $400 million, which is amortized as a reduction of net sales through the expected loss of U.S. exclusivity in April 2015. The unamortized balance is included in other assets. Otsuka receives a royalty based on 1.5% of total U.S. net sales. Otsuka is responsible for 30% of the U.S. expenses related to the commercialization of Abilify* from 2010 through 2012. BMS also reimburses Otsuka for its contractual share of the annual pharmaceutical company fee related to Abilify*.

BMS and Otsuka also have an oncology collaboration for Spryceland Ixempra (ixabepilone) (the “Oncology Products”) in the U.S., Japan and the top five markets in the EU. The Company pays a collaboration fee to Otsuka equal to 30% of the first $400 million annual net sales of the Oncology Products in the Oncology Territory, 5% of annual net sales between $400 million and $600 million, and 3% of annual net sales between $600 million and $800 million with additional trailing percentages of annual net sales over $800 million. Otsuka contributes 20% of the first $175 million of certain commercial operational expenses relating to the Oncology Products in the Oncology Territory and 1% of such costs in excess of $175 million.

Summarized financial information related to this alliance is as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Abilify*	net sales, including amortization of extension payment	$	711	$	706	$	1,332	$	1,330
Oncology Products collaboration fee expense			35		37		67		70
Royalty expense			20		18		37		35
Commercialization expense reimbursement to/(from) Otsuka			(19)		(11)		(32)		(22)
Amortization (income)/expense – extension payment			17		17		33		33
Amortization (income)/expense – upfront, milestone and other
licensing payments			2		2		4		4
						June 30,		December 31,
Dollars in Millions						2012		2011
Other assets - extension payment						$	186	$	219
Other intangible assets - upfront, milestone and other licensing payments							1		5

Lilly

BMS has an Epidermal Growth Factor Receptor (EGFR) commercialization agreement with Eli Lilly and Company (Lilly) through Lilly's November 2008 acquisition of ImClone Systems Incorporated (ImClone) for the codevelopment and promotion of Erbitux*and necitumumab (IMC-11F8) in the U.S.which expires as to Erbitux* in September 2018. BMS also has codevelopment and copromotion rights to both products in Canada and Japan. Erbitux* is indicated for use in the treatment of patients with metastatic colorectal cancer and for use in the treatment of squamous cell carcinoma of the head and neck. Under the EGFR agreement, with respect to Erbitux* sales in North America, Lilly receives a distribution fee based on a flat rate of 39% of net sales in North America plus reimbursement of certain royalties paid by Lilly.

In Japan, BMS shares rights to Erbitux* under an agreement with Lilly and Merck KGaA and receives 50% of the pre-tax profit from Merck KGaA's net sales of Erbitux* in Japan which is further shared equally with Lilly.

With respect to necitumumab, the companies will share in the cost of developing and potentially commercializing necitumumab in the U.S., Canada and Japan. Lilly maintains exclusive rights to necitumumab in all other markets. BMS will fund 55% of development costs for studies that will be used only in the U.S., 50% for Japan studies and 27.5% for global studies.

BMS is amortizing $500 million of license acquisition costs associated with the EGFR commercialization agreement through 2018.

Summarized financial information related to this alliance is as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Net sales		$	179	$	173	$	358	$	338
Distribution fees and royalty expense			75		71		149		140
Research and development expense reimbursement to Lilly – necitumumab			7		4		8		6
Amortization (income)/expense – upfront, milestone and other
	licensing payments		9		9		19		19
Commercialization expense reimbursements to/(from) Lilly			(6)		(2)		(10)		(3)
Japan commercialization profit sharing (income)/expense			(13)		(6)		(19)		(15)
						June 30,		December 31,
Dollars in Millions						2012		2011
Other intangible assets – upfront, milestone and other licensing payments						$	230	$	249

Gilead

BMS and Gilead Sciences, Inc. (Gilead) have a joint venture to develop and commercialize Atripla* (efavirenz 600 mg/ emtricitabine 200 mg/ tenofovir disoproxil fumarate 300 mg), a once-daily single tablet three-drug regimen for the treatment of human immunodeficiency virus (HIV) infection, combining Sustiva, a product of BMS, and Truvada* (emtricitabine and tenofovir disoproxil fumarate), a product of Gilead, in the U.S., Canada and Europe.

Net sales of the bulk efavirenz component of Atripla* are deferred until the combined product is sold to third-party customers. Net sales for the efavirenz component are based on the relative ratio of the average respective net selling prices of Truvada* and Sustiva.

Summarized financial information related to this alliance is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Net sales	$	323	$	298	$	645	$	569
Equity in net loss of affiliates		4		3		8		8

AstraZeneca

BMS maintains two worldwide codevelopment and cocommercialization agreements with AstraZeneca PLC (AstraZeneca) for Onglyza, Kombiglyze (excluding Japan), Komboglyze and Forxiga(dapagliflozin). Onglyza, Kombiglyze (saxagliptin and metformin hydrochloride extended-release) and Komboglyze (saxagliptin and metformin immediate-release marketed in the EU) are indicated for use in the treatment of diabetes. In this document unless specifically noted, we refer to both Kombiglyze and Komboglyze as Kombiglyze. Forxiga is currently being studied for the treatment of diabetes. Onglyza and Forxiga were discovered by BMS. Kombiglyze was codeveloped with AstraZeneca. Both companies jointly develop the clinical and marketing strategy and share commercialization expenses and profits and losses equally on a global basis and also share in development costs. BMS manufactures both products. BMS has opted to decline involvement in cocommercialization in certain countries not in the BMS global commercialization network and instead receive compensation based on net sales recorded by AstraZeneca in these countries. Opt-out compensation recorded by BMS was not material in the three and six months ended June 30, 2012.

BMS received $300 million in upfront, milestone and other licensing payments related to saxagliptin as of June 30, 2012 and $170 million in upfront, milestone and other licensing payments related to dapagliflozin as of June 30, 2012.

Summarized financial information related to this alliance is as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Net sales		$	172	$	112	$	333	$	193
Profit sharing expense			77		52		150		90
Commercialization expense reimbursements to/(from) AstraZeneca			(7)		(10)		(19)		(19)
Research and development expense reimbursements to/(from) AstraZeneca			6		15		10		29
Amortization (income)/expense – upfront, milestone and other
	licensing payments		(11)		(10)		(21)		(18)
						June 30,		December 31,
Dollars in Millions						2012		2011
Deferred income – upfront, milestone and other licensing payments
	Saxagliptin					$	217	$	230
	Dapagliflozin						134		142

Following the completion of BMS's planned acquisition of Amylin Pharmaceuticals, Inc. (Amylin) (see “—Note 4. Acquisitions” for further information), BMS and AstraZeneca Pharmaceuticals LP, a wholly-owned subsidiary of AstraZeneca will enter into collaboration arrangements, based on the framework of the existing diabetes alliance agreements, regarding the development and commercialization of Amylin's portfolio of productsand AstraZeneca will make a payment to Amylin, as a wholly-owned subsidiary of BMS, in the amount of approximately $3.4 billion in cash. Profits and losses arising from the collaboration will be shared equally. In addition, AstraZeneca has the option, exercisable at its sole discretion following the closing of the acquisition, to establish equal governance rights over certain key strategic and financial decisions regarding the collaboration, upon the payment to BMS of an additional $135 million.

Pfizer

BMS and Pfizer Inc. (Pfizer) maintain a worldwide codevelopment and cocommercialization agreement for Eliquis, an anticoagulant discovered by BMS for the prevention and treatment of atrial fibrillation and other arterial thrombotic conditions. Pfizer funds 60% of all development costs under the initial development plan effective January 1, 2007. The companies jointly develop the clinical and marketing strategy and share commercialization expenses and profits equally on a global basis. In certain countries not in the BMS global commercialization network, Pfizer will commercialize Eliquis alone and will pay a royalty to BMS. BMS manufactures the product globally.

BMS has received $559 million in upfront, milestone and other licensing payments for Eliquisas of June 30, 2012.

Summarized financial information related to this alliance is as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions		2012		2011		2012		2011
Net sales		$	1	$	-	$	1	$	-
Commercialization expense reimbursement to/(from) Pfizer			(3)		(2)		(8)		(3)
Research and development reimbursements to/(from) Pfizer			9		(27)		11		(56)
Amortization (income)/expense – upfront, milestone and other
	licensing payments		(9)		(8)		(19)		(16)
						June 30,		December 31,
Dollars in Millions						2012		2011
Deferred income – upfront, milestone and other licensing payments						$	415	$	434

XML

LEGAL PROCEEDINGS AND CONTINGENCIES (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended																	6 Months Ended
	Nov. 30, 2008 Plavix Intellectual Property Litigation [Member]	Jun. 30, 2012 Plavix Intellectual Property Litigation [Member]	Jun. 30, 2012 AWP Litigation [Member]	Sep. 30, 2010 AWP Litigation [Member]	Mar. 31, 2011 Qui Tam Litigation [Member]	Jun. 30, 2012 Plavix Product Liability Litiagtion [Member]	Jun. 30, 2012 Environmental Proceedings New Brunswick [Member]	May 31, 2012 Environmental Proceedings New Brunswick [Member]	Jun. 30, 2012 Hormone Replacement Therapy Product Liability [Member]	Jun. 30, 2012 Cercla Matters [Member]	Jun. 30, 2012 Reglan Product Liability [Member]	Mar. 31, 2010 Atripla Intellectual Property Litigation [Member]	Jan. 31, 2010 Atripla Intellectual Property Litigation [Member]	Apr. 30, 2009 Atripla Intellectual Property Litigation [Member]	Aug. 31, 2010 Baraclude Intellectual Property Litigation [Member]	Nov. 30, 2010 Sprycel Intellectual Property Litigation [Member]	Sep. 30, 2010 Sprycel Intellectual Property Litigation [Member]	Jun. 30, 2012 Environmental Proceedings North Brunswick [Member]
Legal Proceedings And Contingencies [Line Items]
Litigation Settlement Gross																		$ 4
Number of patent infringement lawsuits												2				4
Damages sought by third-party	60
Number of patents owned												6		15	1		4
Number of patents challenged												2	8	2
Number of lawsuits			4				250	100	36
Loss Contingency Estimate Of Possible Loss				$ 28						$ 70
Number of current plaintiffs						1,000					2,500
Number of plaintiffs settled									400
Number of sales representatives					3
Interest percentage on damages sought by third party		1.00%

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RESTRUCTURING (Tables)

6 Months Ended

Jun. 30, 2012

Restructuring Charges [Abstract]

Schedule of Restructuring and Related Costs [Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in Millions	2012		2011		2012		2011
Employee termination benefits	$	16	$	25	$	35	$	68
Other exit costs		4		15		7		16
Provision for restructuring	$	20	$	40	$	42	$	84

Schedule of Restructuring Reserve by Type of Cost [Text Block]

	Six Months Ended June 30,
Dollars in Millions	2012		2011
Liability at January 1	$	77	$	126
Charges		46		86
Changes in estimates		(4)		(2)
Provision for restructuring		42		84
Foreign currency translation		-		1
Spending		(45)		(83)
Liability at June 30	$	74	$	128

XML

ALLIANCES AND COLLABORATIONS (Sanofi) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Dec. 31, 2001
Alliances and Collaborations Statement [Line Items]
Net sales	$ 4,443	$ 5,434	$ 9,694	$ 10,445
Profit distributions to Sanofi			(1,056)	(1,319)
Equity in net income of affiliates	(53)	(62)	(110)	(144)
Other (income)/expense	(18)	(31)	5	(169)
AVAPRO AVALIDE [Member]
Alliances and Collaborations Statement [Line Items]
Net sales	117	251	324	541
Sanofi [Member] | AVAPRO, AVALIDE, and PLAVIX [Member] | Supply Activities And Development And Opt Out Royalties [Member]
Alliances and Collaborations Statement [Line Items]
Other (income)/expense	(39)	1	(45)	15
Sanofi [Member] | Territory Covering Americas and Australia [Member] | AVAPRO, AVALIDE, and PLAVIX [Member]
Alliances and Collaborations Statement [Line Items]
Controlling interest ownership percentage	50.10%		50.10%
Noncontrolling interest ownership percentage	49.90%		49.90%
Net sales	778	2,045	2,595	4,023
Royalty expense	141	397	508	755
Noncontrolling interest - pre-tax	249	601	854	1,174
Profit distributions to Sanofi	(449)	(702)	(1,058)	(1,301)
Sanofi [Member] | Europe Comarketing Countries and Other [Member] | AVAPRO, AVALIDE, and PLAVIX [Member]
Alliances and Collaborations Statement [Line Items]
Net sales	80	71	163	145
Sanofi [Member] | Territory Covering Europe and Asia [Member] | AVAPRO, AVALIDE, and PLAVIX [Member]
Alliances and Collaborations Statement [Line Items]
Controlling interest ownership percentage	50.10%		50.10%
Equity method investment ownership percentage	49.90%		49.90%
Equity in net income of affiliates	(58)	(65)	(118)	(151)
Profit distributions to BMS	62	67	129	127
Investment in affiliates	26		26		37
Net sales	319	382	638	761
Gross profit	132	172	270	340
Net income	120	142	242	282
Sanofi [Member] | United States [Member] | AVAPRO AVALIDE [Member] | License Fee [Member]
Alliances and Collaborations Statement [Line Items]
Payment to the Company for an interest in a license						350
Amortization income - upfront, milestone and other licensing payments	(8)	(8)	(16)	(16)
Deferred income	$ 13		$ 13		$ 29

XML

EQUITY

6 Months Ended

Jun. 30, 2012

Equity [Abstract]

Stockholders Equity Note Disclosure [Text Block]

Note 13. EQUITY

				Capital in Excess
	Common Stock			of Par Value		Retained		Treasury Stock			Noncontrolling
Dollars and Shares in Millions	Shares	Par Value		of Stock		Earnings		Shares	Cost		Interest
Balance at January 1, 2011	2,205	$	220	$	3,682	$	31,636	501	$	(17,454)	$	(75)
Net earnings attributable to BMS	-		-		-		1,888	-		-		-
Cash dividends declared	-		-		-		(1,132)	-		-		-
Stock repurchase program	-		-		-		-	14		(386)		-
Employee stock compensation plans	-		-		(361)		-	(15)		649		-
Net earnings attributable to noncontrolling
interest	-		-		-		-	-		-		1,186
Distributions	-		-		-		-	-		-		(1,319)
Balance at June 30, 2011	2,205	$	220	$	3,321	$	32,392	500	$	(17,191)	$	(208)
Balance at January 1, 2012	2,205	$	220	$	3,114	$	33,069	515	$	(17,402)	$	(89)
Net earnings attributable to BMS	-		-		-		1,746	-		-		-
Cash dividends declared	-		-		-		(1,154)	-		-		-
Stock repurchase program	-		-		-		-	27		(875)		-
Employee stock compensation plans	3		1		(331)		-	(12)		677		-
Net earnings attributable to noncontrolling
interest	-		-		-		-	-		-		859
Distributions	-		-		-		-	-		-		(1,056)
Balance at June 30, 2012	2,208	$	221	$	2,783	$	33,661	530	$	(17,600)	$	(286)

Treasury stock is recognized at the cost to reacquire the shares. Shares issued from treasury are recognized utilizing the first-in first-out method.

In June 2012, the Board of Directors increased its authorization for the repurchase of common stock by $3.0 billion, with $3.3 billion of common stock repurchase capacity remaining as of June 30, 2012. Repurchases may be made either in the open market or through private transactions, including under repurchase plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The stock repurchase program does not have an expiration date and is expected to take place over a couple of years. It may be suspended or discontinued at any time.

Noncontrolling interest is primarily related to the partnerships with Sanofi for the territory covering the Americas for net sales of Plavix*. Net earnings attributable to noncontrolling interest are presented net of taxes of $91 million and $204 million for the three months ended June 30, 2012 and 2011, respectively, and $320 million and $400 million for the six months ended June 30, 2012 and 2011, respectively, in the consolidated statements of earnings with a corresponding increase to the provision for income taxes. Distribution of the partnership profits to Sanofi and Sanofi's funding of ongoing partnership operations occur on a routine basis. The above activity includes the pre-tax income and distributions related to these partnerships.

The accumulated balances related to each component of other comprehensive income/(loss) (OCI), net of taxes, were as follows:

	Foreign		Derivatives		Pension and Other		Available		Accumulated Other
	Currency		Qualifying as		Postretirement		for		Comprehensive
Dollars in Millions	Translation		Effective Hedges		Benefits		Sale Securities		Income/(Loss)
Balance at January 1, 2011	$	(222)	$	(20)	$	(2,163)	$	34	$	(2,371)
Other comprehensive income/(loss)		(29)		(44)		37		18		(18)
Balance at June 30, 2011	$	(251)	$	(64)	$	(2,126)	$	52	$	(2,389)
Balance at January 1, 2012	$	(238)	$	36	$	(2,905)	$	62	$	(3,045)
Other comprehensive income/(loss)		7		12		60		(1)		78
Balance at June 30, 2012	$	(231)	$	48	$	(2,845)	$	61	$	(2,967)