UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of: the merger of Bristol-Myers Squ

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of:

The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2019 combines the historical consolidated statement of earnings of Bristol-Myers Squibb for the year ended December 31, 2019 and the historical

consolidated statement of earnings of Celgene for the period January 1, 2019 to November 19, 2019, giving effect to (1) the Celgene merger, (2) the Celgene merger financing, and (3) the Otezla divestiture, as if each occurred on January 1, 2019. A

pro forma balance sheet as of December 31, 2019 is not presented as the Celgene merger is reflected in Bristol-Myers Squibb's consolidated balance sheet as of December 31, 2019. The historical consolidated financial information has been adjusted in

the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Celgene merger and the Otezla divestiture, (2) factually supportable and (3) expected to have a continuing

impact on the combined results.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined

financial information has been derived from and should be read in conjunction with the audited consolidated financial statements of Bristol-Myers Squibb contained in its Annual Report on Form 10-K for the year ended December 31, 2019.

The unaudited pro forma condensed combined financial information has been prepared by management in accordance with Article 11, Pro Forma Financial Information, under Regulation S-X of the Securities and Exchange Act of 1934, as amended and is for

illustrative and informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the combined company's results of operations actually would have been had the Celgene merger, Celgene

merger financing, and Otezla divestiture been consummated as of the date indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the

combined company. There were no material transactions between Bristol-Myers Squibb and Celgene during the period presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. generally accepted accounting principles, which is referred to herein as GAAP, with Bristol-Myers Squibb being

the accounting acquirer. As of the date of this Current Report on Form 8-K, Bristol-Myers Squibb has not completed the detailed valuation studies necessary to arrive at the final estimates of the fair market value of the Celgene assets acquired and the

liabilities assumed and the related allocations of purchase price. The acquisition method of accounting is dependent upon certain valuations that are provisional and subject to change.

Accordingly, the pro forma adjustments in the unaudited pro forma condensed combined financial information are preliminary, based upon available information and made solely for the purpose of providing these unaudited pro forma condensed combined

financial statements. Actual results will differ from the unaudited pro forma condensed combined financial information once the final acquisition accounting by Bristol-Myers Squibb has been completed and Bristol-Myers Squibb has completed the valuation

studies necessary to finalize the required purchase price allocations. There can be no assurance that such finalization will not result in material changes.

The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Celgene merger, the Otezla divestiture,

any termination, restructuring or other costs to integrate the operations of Bristol-Myers Squibb and Celgene or the costs necessary to achieve any such cost savings, operating synergies or revenue enhancements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

FOR THE YEAR ENDED DECEMBER 31, 2019(1)

(dollars in millions, except share and per share amounts)

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Amounts may not add due to rounding.

NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

(dollars in millions, except share and per share amounts)

Note 1. Description of the Celgene merger and Otezla divestiture

On November 20, 2019, Bristol-Myers Squibb completed the previously announced acquisition of Celgene contemplated pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 2, 2019 ("Merger Agreement"), by and

among Bristol-Myers Squibb, Burgundy Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene.

Upon consummation, each share of Celgene common stock issued and outstanding (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive (1) $50.00 in cash, without interest, (2)

one share of Bristol-Myers Squibb common stock, par value $0.10 per share and (3) one contingent value right ("CVR"), which entitles the holder to receive a one-time potential payment of $9.00 in cash upon FDA approval of all three of (1) Ozanimod (by

December 31, 2020), (2) JCAR017 (by December 31, 2020), and (3) bb2121 (by March 31, 2021), in each case for a specified indication.

On November 21, 2019, Celgene completed the previously announced sale of Otezla and related intellectual property, including any patents that primarily cover apremilast, and other specified assets and liabilities related to Otezla to Amgen Inc.

("Amgen"), pursuant to an asset purchase agreement entered into on August 25, 2019, for a cash purchase price of $13.4 billion. Pursuant to the terms of the agreement, employees that were primarily dedicated to Otezla were generally transferred to

Amgen as part of the Otezla divestiture.

Note 2. Basis of presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of Bristol-Myers Squibb and Celgene. Certain reclassifications have been

made to the historical financial statements of Celgene to conform to Bristol-Myers Squibb's presentation, which are discussed in more detail in Note 4. Historical Celgene.''

The acquisition method of accounting is based on ASC 805, Business Combinations, and uses the fair value concepts as defined in ASC 820, Fair Value Measurement.

ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the fair value of in-process research and development, which is referred to herein as

IPR&D, be recorded on the balance sheet regardless of whether the acquired assets have an alternate future use. In addition, ASC 805 establishes that the consideration transferred be measured at the closing date of the acquisition at fair value.

ASC 820 defines the term fair value'' and sets forth the valuation requirements for any asset or liability measured at fair value. Fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants at the measurement date.'' This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal

(or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Bristol-Myers Squibb may be required to record assets which

are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Bristol-Myers Squibb's intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other

professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Under ASC 805, acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. Total combination related transaction costs (excluding

financing fees) in connection with the Celgene merger are approximately $485 million (inclusive of costs incurred by Bristol-Myers Squibb for the year ended December 31, 2019 of $244 million and of $16 million for the year ended December 31, 2018, and

incurred by Celgene for the period January 1, 2019 to November 19, 2019 of $220 million and of $5 million for the year ended December 31, 2018). As there is no continuing impact, the impact of these costs is not included in the unaudited pro forma

condensed combined statement of earnings.

Under ASC 805, the CVRs are measured at fair value and payments are contingent upon the achievement of future regulatory milestones. For the year ended December 31, 2019, the fair value change was $523 million which resulted from changes in the

traded price of the securities.

Note 3. Accounting policies

The unaudited pro forma condensed combined financial statements do not reflect any differences in accounting policies. Bristol-Myers Squibb has completed the review of Celgene's detailed accounting policies and has concluded that differences between

the accounting policies of the two companies are not material. Certain reclassifications have been made to the historical financial statements of Celgene to conform to Bristol-Myers Squibb's presentation, which are discussed in more detail in Note 4.

Historical Celgene."

Note 4. Historical Celgene

Certain reclassifications have been made to the historical financial statements of Celgene to conform to Bristol-Myers Squibb's presentation as follows:

Note 5. Estimate of consideration transferred in the Celgene merger and preliminary purchase price allocation

The consideration transferred was measured at fair value as of the closing date of the Celgene merger and consisted of the following:

The following is a preliminary estimate of the assets acquired and liabilities assumed by Bristol-Myers Squibb in the Celgene merger, reconciled to the estimate of consideration transferred:

Assumptions as to the estimated selling prices, the margins to be achieved, the level of remaining completion and selling effort and the profits associated with the completion and selling efforts have been made by

Bristol-Myers Squibb in determining the fair value estimate of Celgene's inventories.

The fair value of identifiable intangible assets is determined using an income-based approach referred to as the multi-period excess earnings method. The more significant assumptions inherent in the application of

this method include: the amount and timing of projected future cash flows (including revenue, cost of sales, research and development costs, sales and marketing expenses, and income taxes), the level of and return for other assets that contribute to

the subject assets' ability to generate cash flows, and the discount rate selected to measure the risks inherent in the future cash flows.

The estimated fair value of the identifiable intangible assets and a preliminary estimate of their weighted average useful lives are as follows:

The acquisition method of accounting is dependent upon certain valuations that are provisional and subject to change. Accordingly, the pro forma adjustments are preliminary and made solely for the purpose of providing these unaudited pro forma

condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined

financial statements and the future results of operations and financial position of the combined company.

Note 6. Pro forma adjustments to the unaudited pro forma condensed combined statement of earnings in connection with the Celgene merger

The unaudited pro forma condensed combined statement of earnings reflects the combination of Bristol-Myers Squibb and Celgene using the acquisition method of accounting as of January 1, 2019. This note should be read in conjunction with Note 1.

Description of the Celgene merger and Otezla divestiture,'' Note 2. Basis of presentation'' and Note 5. Estimate of consideration transferred in the Celgene merger and preliminary purchase price allocation.''

Celgene merger adjustments

Adjustments included in the column under the heading Celgene merger adjustments'' represent the following:

Reflects the adjustment to amortization expense to:

For each $1 billion increase or decrease in the fair value of definite-lived intangible assets assuming a weighted-average useful life of 5.1 years, annual amortization expense would increase or decrease by approximately $200 million.

Reflects estimated amortization of $134 million for the period January 1, 2019 to November 19, 2019 associated with the increase in Celgene's debt to fair value which is amortized over the weighted-average remaining life of the obligations.

Reflects the adjustment for the elimination of historical Celgene amortization of deferred financing costs of $3 million for the period January 1, 2019 to November 19, 2019.

Reflects an estimate of foregone interest income on available cash, cash equivalents and marketable securities based on the use as a source of liquidity to fund the acquisition of $161 million for the period January 1, 2019 to November 19, 2019.

The estimate was calculated using a weighted-average interest rate of 2.08% derived from actual interest rates realized by Bristol-Myers Squibb in the period.

Reflects the adjustment to eliminate transaction costs incurred by Bristol-Myers Squibb ($244 million) for the year ended December 31, 2019, and Celgene ($220 million) for the period January 1, 2019 to November 19, 2019, which are directly

attributable to the combination, but which are not expected to have a continuing impact.

Reflects incremental estimated amortization of $2,519 million for the year ended December 31, 2019 associated with the increase in Celgene's inventory to fair value which is amortized based on the forecasted sales of each product.

Reflects the adjustment to remove retention bonus expense of $63 million ($2 million within "Cost of products sold", $27 million within "Marketing, selling and administrative", and $34 million within "Research and development") incurred by

Bristol-Myers Squibb to legacy Celgene employees upon close of the merger, which are directly attributable to the combination, but which are not expected to have a continuing impact.

Reflects the adjustment to remove GILTI (Global Intangible Low Taxed Income) tax of $808 million directly associated with the Otezla divestiture, but which is not expected to have a continuing impact.

Reflects the income tax impact of the pro forma adjustments, primarily related to the amortization of intangible assets, the amortization of inventory step-up, and the fair value of debt. An estimated weighted-average statutory tax rate for the year

ended December 31, 2019 was applied to the applicable pro forma adjustments. The effective tax rate of the combined company could be significantly different than the statutory tax rate assumed for purposes of preparing the unaudited pro forma condensed

combined financial statements for a variety of factors such as the mix of post-acquisition income and other activities.

The unaudited pro forma combined basic earnings per share for the periods presented have been adjusted by the 714.9 million Bristol-Myers Squibb common shares issued in connection with the combination with Celgene, which are assumed issued on

January 1, 2019 and assumed outstanding for the full year ended December 31, 2019. The unaudited pro forma diluted earnings per share for the year ended December 31, 2019 has also been adjusted by the dilutive Celgene share-based awards based on the