Bristol Myers-Squibb (Ticker = BMY, not BMS) bought Celgene (CELG) on November 20, 2019. The following questions ask you about the basic parameters of this acquisition.

Find attached pages in sequence.

Question 1

Refer to the selections in the adjacent link from BMY's 2019 10-K and CELG's final 10-Q before being acquired.

Which of the following asset classes experienced the greatest increase between 2018 and 2019. (Note that the item with largest absolute increase was also that with the largest percentage increase.)

• Cash and cash equivalents
• Receivables
• Inventory
• Property, plant and equipment
• Goodwill
• Other intangible assets

Question 2

What was the total purchase price, or purchase consideration, paid for CELG? The total purchase consideration mainly consisted of cash and BMY stock. It also contained two components that you don't need to understand to answer this question:

1)a promise to pay Celgene shareholders an additional $9 per share if three drugs are approved, and 2) BMY share-based compensation that replaced old share-basedcompensation that had been promised to Celgene executives and already been earned. (Express your answer in $ millions, the units used in BMY's 10-K.)

Question 3

What was the fair value of CELG's identifiable intangible assets at closing? Exclude the $13 billion of developed product rights assigned to Otezla. BMY and CELG agreed to divest of Otezla as an FTC-imposed precondition for the merger's approval. (Express your answer in $ millions, the units used in BMY's 10-K.)

Question 4

How much goodwill did BMY record in the Celgene acquisition? (Express your answer in $ millions, the units used in BMY's 10-K.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 001-01136 BRISTOL-MYERS SQUIBB COMPANY (Exact name of registrant as specified in its charter) Delaware 22-0790350 (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification No.) 430 E. 29th Street, 14FL, New York, NY 10016 (Address of principal executive offices) (212) 546-4000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s). Name of each exchange on which registered Common Stock, $0.10 Par Value BMY New York Stock Exchange 1.000% Notes due 2025 BMY25 New York Stock Exchange 1.750% Notes due 2035 BMY35 New York Stock Exchange Bristol-Myers Squibb Contingent Value Rights BMY RT New York Stock Exchange Celgene Contingent Value Rights CELG RT New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Title of each class $2 Convertible Preferred Stock, $1 Par Value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and 2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ($232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ($229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 0 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated Emerging growth filer x Accelerated filer O Non-accelerated filer _ Smaller reporting company company f an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.BRISTOL-MYERS SQUIBB COMPANY CONSOLIDATED BALANCE SHEETS Dollars in Millions, Except Share and Per Share Data December 31, ASSETS 2019 2018 Current Assets: Cash and cash equivalents $ 12,346 $ 6,911 Marketable debt securities 3,047 1,848 Receivables 7,685 5,747 Inventories 4,293 1,195 Other current assets 1,983 2,015 Total Current Assets 29,354 17 ,716 Property, plant and equipment 6,252 5,027 Goodwill 22,488 6,538 Other intangible assets 63,969 1,091 Deferred income taxes 5 10 8 15 Marketable debt securities 767 1,775 Other non-current assets 6,604 2,024 Total Assets $ 129 ,944 $ 34,986 LIABILITIES Current Liabilities: Short-term debt obligations $ 3,346 $ 1,703 Accounts payable 2,445 1,892 Other current liabilities 12,513 7,059 Total Current Liabilities 18,304 10,654 Deferred income taxes 6,454 19 Long-term debt 43,387 5,646 Other noncurrent liabilities 10,101 4,540 Total Liabilities 78 ,246 20,859 Commitments and contingencies EQUITY Bristol-Myers Squibb Company Shareholders' Equity: Preferred stock, $2 convertible series, par value $1 per share: Authorized 10 million shares; issued and outstanding 3,568 in 2019 and 3,590 in 2018. liquidation value of $50 per share Common stock, par value of $0.10 per share: Authorized 4.5 billion shares; 2.9 billion issued in 2019 and 2.2 billion issued in 2018 292 221 Capital in excess of par value of stock 43,709 2,081 Accumulated other comprehensive loss (1,520) (2,762) Retained earnings 34,474 34,065 Less cost of treasury stock 672 million common shares in 2019 and 576 million common shares in 2018 (25,357) (19,574) Total BristolMyers Squibb Company Shareholders' Equity 51,598 14,031 Noncontroiling interest 100 96 Total Equity 51,698 14,127 Total Liabilities and Equity $ 129,944 $ 34,986 The accompanying notes are an integral part of these consolidated nancial statements. 59 Note 4. ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS Acquisitions Business C ombinatian Ldgw On November 20, 2019, EMS completed the Celgene acquisition. The acquisition is expected to create a leading biopharmaceutical company, well positioned for sustained innovation and long-term growth and to address the needs of patients with cancer, inammatory, immunologic or cardiovascular diseases through high-value innovative medicines and leading scientic capabilities. Each share of Celgene common stock was converted into a right to receive one share of BMS common stock and $50.00 in cash. Celgene shareholders also received one tradeable contingent value right (\"CVR\") for each share of Celgene common stock representing the right to receive $9.00 in cash, subject to the achievement of future regulatory milestones. The aggregate cash paid in connection with the Celgene acquisition was $35.7 billion (or $24.6 billion net of cash acquired). BMS funded the acquisition through cash on-hand and debt proceeds, as described in \"Note 9. Financial Instruments and Fair Value Measurements The transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price allocation is preliminary and subject to change, including the valuation of inventory, property, plant and equipment and intangible assets and income taxes and legal contingencies among other items. The amounts recognized will be nalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. The total consideration for the acquisition consisted of the following: Total Amounts in Millions, Except Per Share Data Consideration Celgene shares outstanding at November 19, 2019 714.9 Cash per share $ 50 Cash consideration for outstanding shares 35,745 Celgene shares outstanding at November 19, 2019 714.9 Closing price of EMS common stock on November 19, 2019 $ 56.48 Estimated fair value of share consideration 40,378 Celgene shares outstanding at November 19, 2019 714.9 Closing price of CVR'\" $ 2.30 Fair value of CVRs 1,644 Fair value of replacement options 1,428 Fair value of replacement restricted share awards 987 Fair value of CVRs issued to option and share award holders 87 Fair value of sharebased compensation awards attributable to precombination service'b) 2,502 Total consideration transferred $ 80,269 (a) The closing price of CVR is based on the rst trade on November 21 , 2019. (b) Fair value of the awards attributed to post-combination services of $1.0 billion will be included in compensation costs. Refer to \"Note 18. Employee Stock Benet Plans\" for more information. 71 The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the Acquisition Date based upon their respective preliminary fair values summarized below: Preliminary Purchase Price Dollars in Millions Allocation Cash and cash equivalents $ 11,179 Receivables 2,652 Inventories 4 ,511 Property, plant and equipment 1,342 Intangible assets\") 64,027 Orezla* assets held-forsale'bl 13,400 Other assets 3,408 Accounts payable (363) Income taxes payable (2,718) Deferred income tax liabilities (7,339) Debt (21,782) Other liabilities (4 .017) Identiable net assets acquired 64 .300 Goodwill\") 15 ,969 Total consideration transferred $ 80 269 (a) Intangible assets consists of currently marketed product rights of approximately $44.5 billion (amortized over 5.1 years calculated using the weighted average useful life of the assets) and JPRD of approximately $19.5 billion (not amortized). and were valued using the multi-period excess earnings method. This method starts with a forecast of all of the expected future net cash ows associated with the asset and then involves adjusting the forecast to present value by applying an appropriate discount rate that reects the risk factors associated with the cash ow streams. (b) Amount includes $381 million of inventory, $13.0 billion of developed product rights, $l 9 million of accrued liabilities and $5 million of other noncurrent liabilities. Refer to \"iDivestitures\" for more information. (c) Goodwill represents the going~concem value associated with future product discovery beyond the existing pipeline and expected value of synergies resulting from cost savings and avoidance not attributed to identiable assets. Goodwill is not deductible for tax purposes. BMS's Consolidated Statement of Earnings for the year ended December 31, 2019, include $1.9 billion of Revenues and $1.6 billion of Net Loss associated with the result of operations of Celgene from the acquisition date to December 31, 2019. Acquisition expenses were $657 million during the year ended December 31, 2019, including nancial advisory, legal, proxy ling, regulatory, nancing fees and hedge costs. The following unaudited pro forma information has been prepared as if the Celgene acquisition and the 0rezla* divestiture had occurred on January 1, 2018. The unaudited supplemental pro forma consolidated results do not purport to reect what the combined Company's results of operations would have been nor do they project the future results of operations of the combined Company. The unaudited supplemental pro forma consolidated results reflect the historical nancial information of EMS and Celgene, adjusted to give effect to the Celgene acquisition and the 0tezla* divestitures as if it had occurred on January 1, 2018, primarily for the following adjustments: - Amortization expenses primarily related to fair value adjustments to Celgene's intangible assets, inventories and debt. - Nonrecurring acquisitionrelated costs directly attributable to the Celgene acquisition and tax expense directly attributable to the Druid\" divestiture. - Interest expense, including amortization of deferred nancing fees, attributable to the Celgene acquisition nancing. - Elimination of historical revenue and expenses related to 0tezla*. Refer to \"Divestitures.\" The above adjustments were adjusted for the applicable tax impact using an estimated weightedaverage statutory tax rate applied to the applicable pro forma adjustments. Year Ended December 3], Amounts in Million 2019 2018 Total Revenues $ 39,759 $ 36,243 Net Earnings/ (Loss) 3,369 (4 .083) 72 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34912 CELGENE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 22-2711928 State or Other Jurisdiction of I.R.S. Employer Identification No. Incorporation or Organization 86 Morris Avenue Summit, NJ 07901 Address of Principal Executive Offices Zip Code (908) 673-9000 Registrant's Telephone Number, Including Area Code Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.01 per share CELO NASDAQ Global Select Market Contingent Value Rights CELGZ NASDAQ Global Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ($ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No x As of October 29, 2019, 711,714,480 shares of Common Stock, par value $.01 per share, were outstanding.CELGENE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in millions, except per share amounts) September 30, December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ 9,604 $ 4,234 Debt securities availableforsale 14 496 Equity investments with readily determinable fair values 1,279 1,312 Accounts receivable, net of allowances of $52 and $38 as of September 30, 2019 and December 31, 2018, respectively 2,374 2,066 Inventory 45 1 458 Other current assets 732 501 Total current assets 14,454 9,067 Property, plant and equipment, net 1,415 1 ,367 Intangible assets, net 16,387 16 ,213 Goodwill 8,003 8,003 Other non-current assets 1,104 830 Total assets $ 41,363 $ 35 ,480 Liabilities and Stockholders' Equity Current liabilities: Shortterm borrowings and current portion of longterm debt 8 1,498 $ 501 Accounts payable 421 418 Accrued expenses and other current liabilities 2,964 2,987 Income taxes payable 82 78 Current portion of deferred revenue 44 73 Total current liabilities 5,009 4.057 Deferred revenue, net of current portion 16 '73 Income taxes payable 2,454 2,190 Deferred income tax liabilities 2,854 2,753 Other non-current liabilities 654 477 Long-term debt, net of discount 18,289 19,769 Total liabilities 29,276 29 ,319 Commitments and Contingencies (See Note 15) Stockholders' Equity Preferred stock, $.01 par value per share, 5.0 million shares authorized; none outstanding as of September 30, 2019 and December 31, 2018 4 7 Common stock, $.01 par value per share, 1,150.0 million shares authorized; issued 992.6 million and 981.5 million shares as of September 30, 2019 and December 31, 2018, respectively 10 10 Common stock in treasury, at cost; 281.2 million and 281.3 million shares as of September 30, 2019 and December 31, 2018 , respectively (26,334) (26,336) Additional paid-in capital 16,072 14,978 Retained earnings 22,366 17 ,559 Accumulated other comprehensive (loss) (27) (50) Total stockholders' equity 12,087 6,161 Total liabilities and stockholders' equity $ 41,363 $ 35,480 See accompanying Notes to Unaudited Consolidated Financial Statements