ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS (Notes)

6 Months Ended

Jun. 30, 2020

Acquisitions, Divestitures and Other Arrangements [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS

Acquisitions

Business Combination

Celgene

On November 20, 2019, BMS completed the Celgene acquisition. The acquisition is expected to further position BMS as a leading biopharmaceutical company for sustained innovation and long-term growth and to address the needs of patients with cancer, inflammatory, immunologic or cardiovascular diseases through high-value innovative medicines and leading scientific capabilities. 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 for income tax matters. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date.

The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the acquisition date, as well as measurement period adjustments made year-to-date to the amounts initially recorded in 2019. The measurement period adjustments reflected in 2020 primarily resulted from completing valuations of real estate and personal property, revised future cash flow estimates for certain intangible assets, changes in the estimated tax basis of certain intangible assets based upon a tax ruling which reduced deferred income tax liabilities and other changes to certain equity investments, legal contingency and income tax liabilities. The related impact to net earnings that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date is immaterial to the consolidated financial statements.

Dollars in Millions	Amounts Recognized as of Acquisition Date (as previously reported)		Measurement Period Adjustments		Amounts Recognized as of Acquisition Date (as adjusted)
Cash and cash equivalents	$	11,179	$	—	$	11,179
Receivables	2,652		—		2,652
Inventories	4,511		—		4,511
Property, plant and equipment	1,342		(277)		1,065
Intangible assets	64,027		(100)		63,927
Otezla* assets held-for-sale	13,400		—		13,400
Other assets	3,408		57		3,465
Accounts payable	(363)		—		(363)
Income taxes payable	(2,718)		(27)		(2,745)
Deferred income tax liabilities	(7,339)		2,242		(5,097)
Debt	(21,782)		—		(21,782)
Other liabilities	(4,017)		15		(4,002)
Identifiable net assets acquired	64,300		1,910		66,210
Goodwill	15,969		(1,910)		14,059
Total consideration transferred	$	80,269	$	—	$	80,269

Asset Acquisitions

In the second quarter of 2020, a $100 million development milestone was paid to Cormorant as additional contingent consideration. The additional consideration was included in Research and development expense as the Cormorant acquisition in 2016 was accounted for as an asset acquisition.

Divestitures

The following table summarizes the financial impact of divestitures including royalties, which are included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures and assets held-for-sale were not material in all periods presented (excluding divestiture gains or losses).

	Three Months Ended June 30,
	Net Proceeds(a)				Divestiture Losses				Royalty Income
Dollars in Millions	2020		2019		2020		2019		2020		2019
Diabetes Business	$	127	$	164	$	—	$	—	$	(129)	$	(161)
Erbitux*	3		3		—		—		—		—
Manufacturing Operations	10		1		—		—		—		—
Mature Brands and Other	1		2		9		8		(1)		(1)
Total	$	141	$	170	$	9	$	8	$	(130)	$	(162)

	Six Months Ended June 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2020		2019		2020		2019		2020		2019
Diabetes Business	$	280	$	328	$	—	$	—	$	(256)	$	(326)
Erbitux*	7		8		—		—		—		—
Manufacturing Operations	10		3		(1)		—		—		—
Plavix* and Avapro*/Avalide*	7		—		(12)		—		—		—
Mature Brands and Other	32		2		6		8		(32)		(2)
Total	$	336	$	341	$	(7)	$	8	$	(288)	$	(328)

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

Manufacturing Operations

In the second quarter of 2019, BMS agreed to sell its manufacturing and packaging facility in Anagni, Italy to Catalent, Inc. The transaction was accounted for as the sale of a business and the sale was completed in the fourth quarter of 2019. The assets were reduced to their relative fair value after considering the purchase price resulting in an impairment charge of $109 million for the six months ended June 30, 2019 that was included in Cost of products sold.