8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2009

BRISTOL-MYERS SQUIBB COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-1136	22-079-0350
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

345 Park Avenue

New York, NY, 10154

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (212) 546-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Completion of Acquisition or Disposition of Assets

On December 23, 2009, Bristol-Myers Squibb Company (the “Company”) completed the previously announced split-off of its 83.1 percent ownership in Mead Johnson Nutrition Company (“Mead Johnson”) to tendering shareholders of the Company. The split-off was effected through the exchange of the Company’s previously held 170 million shares of Mead Johnson Nutrition Company for 269,285,601 outstanding shares of the Company’s stock. The exchange offer was over subscribed.

A copy of the joint press release of the Company and Mead Johnson announcing the completion of the divestiture is attached hereto as Exhibit 99.1.

Item 8.01. Other Events.

On December 23, 2009, the Company issued a press release announcing that it is updating its previously disclosed full year 2009 earnings per share from continuing operations guidance. A copy of the press release is furnished as Exhibit 99.2 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Company’s unaudited pro forma financial information as required under Rule 11-01 of Regulation S-X is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits.

99.1	Press release of Bristol-Myers Squibb Company and Mead Johnson Nutrition Company dated December 23, 2009
99.2	Press release of Bristol-Myers Squibb Company dated December 23, 2009
99.3	The Company’s Unaudited Pro Forma Financial Information

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 hereunto duly authorized.

	BRISTOL-MYERS SQUIBB COMPANY
Dated: December 24, 2009	By:	/S/    SANDRA LEUNG
	Name:	Sandra Leung
	Title:	Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Bristol-Myers Squibb Company and Mead Johnson Nutrition Company dated December 23, 2009
99.2	Press release of Bristol-Myers Squibb Company dated December 23, 2009
99.3	The Company’s Unaudited Pro Forma Financial Information

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EX-99.1

Exhibit 99.1

Bristol-Myers Squibb and Mead Johnson Announce

Final Results of the Exchange Offer

(NEW YORK, December 23, 2009) — Bristol-Myers Squibb Company (NYSE: BMY) and Mead Johnson Nutrition Company (NYSE: MJN) announced today the final results of the offer by Bristol-Myers Squibb to exchange up to 170,000,000 shares of common stock of Mead Johnson for outstanding shares of Bristol-Myers Squibb common stock that were validly tendered and not validly withdrawn.

The offer expired at 12:00 midnight, New York City time, on December 17, 2009. Under the terms of the offer, Bristol-Myers Squibb accepted 269,285,601 shares of Bristol-Myers Squibb common stock in exchange for 170,000,000 shares of Mead Johnson common stock owned by Bristol-Myers Squibb.

Each share of Bristol-Myers Squibb common stock accepted for exchange by Bristol-Myers Squibb was exchanged for 0.6313 shares of Mead Johnson common stock. Any fractional shares of Mead Johnson common stock will be aggregated and sold, and the net cash proceeds will be distributed to tendering stockholders with fractional interests.

Because the offer was oversubscribed, Bristol-Myers Squibb accepted tendered shares on a pro rata basis in proportion to the number of shares tendered. Stockholders who owned less than 100 shares of Bristol-Myers Squibb common stock, or an “odd-lot”, who validly tendered all of their shares, could elect not to be subject to proration in accordance with the terms of the exchange offer. All shares tendered by eligible electing odd-lot stockholders have been accepted. The final proration factor of 53.8954842% was applied to all other tendered shares of Bristol-Myers Squibb common stock to determine the number of such shares that would be accepted from each tendering stockholder.

Based on the final count by the exchange agent, BNY Mellon Shareowner Services, the results of the exchange offer are as follows:

Total number of shares of Bristol-Myers Squibb common stock tendered	499,484,935
Shares tendered that were subject to proration	499,298,888
“Odd-lot” shares tendered that were not subject to proration	186,047
Total number of shares of Bristol-Myers Squibb common stock accepted	269,285,601

The exchange agent is expected to deliver shares of Mead Johnson common stock as follows: (1) with respect to shares tendered through the Depository Trust Company, to the account of DTC on December 23, 2009, so that DTC can credit the relevant DTC participant (and such participant can credit its respective account holders promptly thereafter) and (2) with respect to shares tendered outside DTC, to direct registered accounts of the respective holders by December 29, 2009. The exchange agent is expected to mail or deliver checks in lieu of a fractional share of Mead Johnson common stock thereafter.

Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are serving as the dealer managers for the exchange offer.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company committed to discovering, developing and delivering innovative medicines that help patients prevail over serious diseases. For more information, please visit www.bms.com.

About Mead Johnson

Mead Johnson, a global leader in pediatric nutrition, develops, manufactures, markets and distributes more than 70 products in 50 markets worldwide. The company’s mission is to create nutritional brands and products trusted to give infants and children the best start in life. The Mead Johnson name has been associated with science-based pediatric nutrition products for over 100 years. The company’s “Enfa” family of brands, including Enfamil® infant formula, is the world’s leading brand franchise in pediatric nutrition. For more information, go to www.meadjohnson.com.

Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements”. All statements in this press release, other than those relating to historical information or current condition, are forward-looking statements. 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 and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the exchange offer will be completed, or if it is completed, that it will close within the anticipated time period. Bristol-Myers Squibb and Mead Johnson undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contacts

Media: Brian Henry, 609-252-3337, brian.henry@bms.com

Investors: John Elicker, 609-252-4611, john.elicker@bms.com

EX-99.2

Exhibit 99.2

Bristol-Myers Squibb Updates 2009 Continuing Operations Financial Guidance

(NEW YORK, December 23, 2009) — Bristol-Myers Squibb Company (NYSE:BMY) today updated its 2009 guidance for GAAP and non-GAAP earnings per share from continuing operations.

“We’re pleased to have successfully completed the split off of Mead Johnson Nutrition Company, which now focuses us completely on biopharmaceuticals,” said James M. Cornelius, chairman and chief executive officer of Bristol-Myers Squibb. “As we continue our transformation into a next-generation BioPharma leader, we are confident in our ability to execute on our strategy and in the strong performance of our BioPharma business.”

As a result of the Mead Johnson split-off, Bristol-Myers Squibb is updating its 2009 guidance to reflect two changes:

• Mead Johnson will be reported as a discontinued operation for full year 2009.

• For 2009 financial reporting, the earnings per share impact of the 269 million share reduction will be minimal due to the relatively short period of time that the lower weighted average number of shares will be outstanding.

In addition to the impact of the Mead Johnson split-off, the 2009 GAAP earnings per share from continuing operations guidance is revised to reflect up-front licensing payments and funding to the Bristol-Myers Squibb Foundation for a philanthropic educational program in the United States.

The only change to 2009 non-GAAP earnings per share guidance is the impact of reporting Mead Johnson as a discontinued operation.

The company expects its 2009 GAAP earnings per share from continuing operations to be $1.51 to $1.56, compared to a previous range of $1.72 to $1.77. Non-GAAP earnings per share from continuing operations are expected to be $1.75 to $1.80, compared to a previous range of $2.00 to $2.05.

Total company net earnings will include discontinued operations consisting of the results of Mead Johnson as well as an expected gain of about $7 billion resulting from the split-off.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company committed to discovering, developing and delivering innovative medicines that help patients prevail over serious diseases. For more information, visit: www.bms.com.

Use of Non-GAAP Financial Information

This press release contains non-GAAP financial measures, including non-GAAP earnings per share from continuing operations, adjusted to exclude certain costs, expenses, gains and losses and other specified items. Among the items in GAAP measures but excluded for purposes of determining adjusted earnings and other adjusted measures are: charges related to implementation of the Productivity Transformation Initiative; gains or losses from the purchase or sale of businesses and product lines, including Medarex; discontinued operations; restructuring and other exit costs; accelerated depreciation charges; asset impairments; charges and recoveries relating to significant legal proceedings; upfront and milestone payments for in-licensing of products that have not achieved regulatory approval that are immediately expensed; in-process research and development charges prior to 2009; impairments to investments; special initiative funding to the BMS Foundation and significant tax events. This information is intended to enhance an investor’s overall understanding of the company’s past financial performance and prospects for the future. For example, non-GAAP earnings and earnings per share information is an indication of the company’s baseline performance before items that are considered by the company to be not reflective of the company’s ongoing results. In addition, this information is among the primary indicators the company uses as a basis for evaluating company performance, allocating resources, setting incentive compensation targets, and planning and forecasting of future periods. This information is not intended to be considered in isolation or as a substitute for net earnings, earnings per share from continuing operations or diluted earnings per share prepared in accordance with GAAP.

Statement on Cautionary Factors

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding the company’s financial position, results of operations, and business strategy. These statements may be identified by the fact that they use words such as “anticipate”, “estimates”, “should”, “expect”, “guidance”, “project”, “intend”, “plan”, “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. 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 and results to differ materially from current expectations. These factors include, among other things, market factors, competitive product development and approvals, pricing controls and pressures (including changes in rules and practices of managed care groups and institutional and governmental purchasers), economic conditions such as interest rate and currency exchange rate fluctuations, judicial decisions and governmental laws and regulations related to Medicare, Medicaid and healthcare reform, pharmaceutical rebates and reimbursement, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, variability in data provided by third parties, changes in, and interpretation of, governmental regulations and legislation affecting domestic or foreign operations, including tax obligations, difficulties and delays in product development, manufacturing or sales, patent positions and the ultimate outcome of any litigation matter. These factors also include the company’s ability to execute successfully its strategic plans, including its String of Pearls strategy and Productivity Transformation Initiative, the expiration of patents or data protection on certain products, and the impact and result of governmental investigations. For further details and a discussion of these and other risks and uncertainties, see the company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts

Media: Brian Henry, 609-252-3337, brian.henry@bms.com

Investors: John Elicker, 609-252-4611, john.elicker@bms.com; Teri Loxam, 609-252-3368, teri.loxam@bms.com

BRISTOL-MYERS SQUIBB COMPANY

2009 FULL YEAR PROJECTED DILUTED EPS FROM CONTINUING OPERATIONS

EXCLUDING PROJECTED SPECIFIED ITEMS

	Full-Year 2009
Projected diluted EPS from continuing operations attributable to the Company — GAAP	$	1.51 to $1.56
Projected Specified Items:
Productivity Transformation Initiative		0.13
Productivity Transformation Initiative Gain on Sale of Assets		(0.11	)
Upfront and milestone payments		0.14
Litigation Charges		0.04
Bristol-Myers Squibb Foundation Funding Initiative		0.04
Total		0.24
Projected Diluted EPS from continuing operations attributable to the Company — Non-GAAP	$	1.75 to $1.80

ANALYSIS OF CHANGES IN UPDATED GUIDANCE

	GAAP			Non-GAAP
Prior projected diluted EPS from continuing operations attributable to the Company	$	1.72 to $1.77		$	2.00 to $2.05
Reporting Mead Johnson as Discontinued Operations		(0.13	)		(0.25	)
Upfront and milestone payments		(0.04	)
Bristol-Myers Squibb Foundation Funding Initiative		(0.04	)
Share reduction resulting from Mead Johnson split-off		—			—
Revised projected diluted EPS from continuing operations attributable to the Company	$	1.51 to $1.56		$	1.75 to $1.80

Notes:

• Income taxes attributable to the Mead Johnson separation (.10) and other related separation costs (.02) are excluded from non-GAAP Mead Johnson discontinued operations.

• Projected weighted average shares outstanding are 1,976 million reflecting a decrease of 6 million resulting from the split-off of Mead Johnson.

EX-99.3

Exhibit 99.3

BRISTOL-MYERS SQUIBB COMPANY

UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements of Bristol-Myers Squibb Company (the “Company”) as of and for the nine months ended September 30, 2009 and for the years ended December 31, 2008, 2007 and 2006 give effect to the Company’s disposition of the 170,000,000 shares of Mead Johnson Nutrition Company (“Mead Johnson”) common stock the Company owned upon consummation of the split-off the Company commenced on November 16, 2009 and completed on December 23, 2009. Under the terms of the split-off, the Company exchanged all of its shares of Mead Johnson common stock for 269,285,601 shares of Company common stock. For purposes of the unaudited pro forma condensed consolidated balance sheet we assume that the split-off occurred as of September 30, 2009, and for the unaudited pro forma consolidated statements of operations for the years ended December 31, 2008, 2007 and 2006 and the nine months ended September 30, 2009, we assume that the exchange offer occurred at the beginning of each respective period.

The Company’s unaudited pro forma balance sheet as of September 30, 2009 also includes the impact of $1.683 billion received from Mead Johnson in November 2009 for the repayment of notes owed to the Company and has been accounted for on the pro forma balance sheet as if it had occurred on September 30, 2009. Interest income attributed to the cash received from this repayment has not been reflected in the pro forma consolidated statements of operations.

We derived the unaudited pro forma consolidated financial statements from the historical consolidated financial statements of the Company and Mead Johnson. These adjustments are based on currently available information and certain preliminary estimates and assumptions and, therefore, the actual effects of the split-off may differ from the effects reflected in the unaudited pro forma consolidated financial statements. However, despite the fact that data is not available to make precise estimates, the Company believes that the assumptions provide a reasonable basis for presenting the effects of the split-off as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

You should read the following information in conjunction with the Company’s consolidated financial statements and the accompanying notes and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in the Company’s Current Report on Form 8-K filed on April 28, 2009 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.

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BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars and Shares in Millions, Except Per Share Data

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

(UNAUDITED)

EARNINGS	The Company As Reported			Pro Forma Adjustments			The Company Pro Forma
Net Sales	$	15,886		$	(2,112	)(a)	$	13,774
Cost of products sold		4,436			(728	)(a)		3,708
Marketing, selling and administrative		3,258			(482	)(a)		2,776
Advertising and product promotion		1,085			(283	)(a)		802
Research and development		2,590			(51	)(a)		2,539
Acquired in-process research and development		—			—			—
Provision for restructuring, net		101			(12	)(a)		89
Litigation expense, net		132			—			132
Equity in net income of affiliates		(435	)		—			(435	)
Other (income)/expense, net		(130	)		13	(a)		(117	)
Total Expenses, net		11,037			(1,543	)		9,494
Earnings from Continuing Operations Before Income Taxes		4,849			(569	)(a)		4,280
Provision for income taxes		1,340			(346	)(a)(b)		994
Net Earnings from Continuing Operations		3,509			(223	)		3,286
Net Earnings from Continuing Operations Attributed to Noncontrolling Interest		922			(55	)(a)		867
Net Earnings Attributed to Bristol-Myers Squibb Company	$	2,587		$	(168	)	$	2,419
Earnings per Common Share from Continuing Operations Attributable to Bristol-Myers Squibb Company:
Basic	$	1.30					$	1.41
Diluted	$	1.30					$	1.40
Average Common Shares Outstanding
Basic		1,979			(269	)(c)		1,710
Diluted		1,982			(269	)(c)		1,713

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BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars and Shares in Millions, Except Per Share Data

FOR THE YEAR ENDED DECEMBER 31, 2008

(UNAUDITED)

EARNINGS	The Company As Reported			Pro Forma Adjustments			The Company Pro Forma
Net Sales	$	20,597		$	(2,882	)(a)	$	17,715
Cost of products sold		6,396			(1,080	)(a)		5,316
Marketing, selling and administrative		4,792			(652	)(a)		4,140
Advertising and product promotion		1,550			(369	)(a)		1,181
Research and development		3,585			(73	)(a)		3,512
Acquired in-process research and development		32			—			32
Provision for restructuring, net		218			(3	)(a)		215
Litigation expense, net		33			—			33
Gain on sale of product lines and businesses		(159	)		—			(159	)
Equity in net income of affiliates		(617	)		—			(617	)
Gain on sale of Imclone shares		(895	)		—			(895	)
Other (income)/expense, net		191			(10	)(a)		181
Total Expenses, net		15,126			(2,187	)		12,939
Earnings from Continuing Operations Before Income Taxes		5,471			(695	)(a)		4,776
Provision for income taxes		1,320			(230	)(a)		1,090
Net Earnings from Continuing Operations		4,151			(465	)		3,686
Net Earnings from Continuing Operations Attributed to Noncontrolling Interest		996			(7	)(a)		989
Net Earnings Attributed to Bristol-Myers Squibb Company	$	3,155		$	(458	)	$	2,697
Earnings per Common Share from Continuing Operations Attributable to Bristol-Myers Squibb Company:
Basic	$	1.60					$	1.57
Diluted	$	1.59					$	1.56
Average Common Shares Outstanding
Basic		1,977			(269	)(c)		1,708
Diluted		2,001			(269	)(c)		1,732

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BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars and Shares in Millions, Except Per Share Data

FOR THE YEAR ENDED DECEMBER 31, 2007

(UNAUDITED)

EARNINGS	The Company As Reported			Pro Forma Adjustments			The Company Pro Forma
Net Sales	$	18,193		$	(2,576	)(a)	$	15,617
Cost of products sold		5,868			(949	)(a)		4,919
Marketing, selling and administrative		4,516			(575	)(a)		3,941
Advertising and product promotion		1,415			(318	)(a)		1,097
Research and development		3,227			(67	)(a)		3,160
Acquired in-process research and development		230			—			230
Provision for restructuring, net		183			(3	)(a)		180
Litigation expense, net		14			—			14
Gain on sale of product lines and businesses		(273	)		—			(273	)
Equity in net income of affiliates		(524	)		—			(524	)
Other (income)/expense, net		351			(1	)(a)		350
Total Expenses, net		15,007			(1,913	)		13,094
Earnings from Continuing Operations Before Income Taxes		3,186			(663	)(a)		2,523
Provision for income taxes		682			(211	)(a)		471
Net Earnings from Continuing Operations		2,504			(452	)		2,052
Net Earnings from Continuing Operations Attributed to Noncontrolling Interest		763			(7	)(a)		756
Net Earnings Attributed to Bristol-Myers Squibb Company	$	1,741		$	(445	)	$	1,296
Earnings per Common Share from Continuing Operations Attributable to Bristol-Myers Squibb Company:
Basic	$	0.88					$	0.76
Diluted	$	0.88					$	0.75
Average Common Shares Outstanding
Basic		1,970			(269	)(c)		1,701
Diluted		1,980			(269	)(c)		1,711

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BRISTOL-MYERS SQUIBB COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

Dollars and Shares in Millions, Except Per Share Data

FOR THE YEAR ENDED DECEMBER 31, 2006

(UNAUDITED)

EARNINGS	The Company As Reported			Pro Forma Adjustments			The Company Pro Forma
Net Sales	$	16,208		$	(2,345	)(a)	$	13,863
Cost of products sold		5,420			(850	)(a)		4,570
Marketing, selling and administrative		4,469			(504	)(a)		3,965
Advertising and product promotion		1,304			(291	)(a)		1,013
Research and development		2,951			(62	)(a)		2,889
Acquired in-process research and development		—			—			—
Provision for restructuring, net		59			(4	)(a)		55
Litigation expense, net		302			—			302
Gain on sale of product lines and businesses		(200	)		—			(200	)
Equity in net income of affiliates		(474	)		—			(474	)
Other (income)/expense, net		292			1	(a)		293
Total Expenses, net		14,123			(1,710	)		12,413
Earnings from Continuing Operations Before Income Taxes		2,085			(635	)(a)		1,450
Provision for income taxes		431			(201	)(a)		230
Net Earnings from Continuing Operations		1,654			(434	)		1,220
Net Earnings from Continuing Operations Attributed to Noncontrolling Interest		440			(7	)(a)		433
Net Earnings Attributed to Bristol-Myers Squibb Company	$	1,214		$	(427	)	$	787
Earnings per Common Share from Continuing Operations Attributable to Bristol-Myers Squibb Company:
Basic	$	0.62					$	0.46
Diluted	$	0.62					$	0.46
Average Common Shares Outstanding
Basic		1,960			(269	)(c)		1,691
Diluted		1,963			(269	)(c)		1,694

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CONSOLIDATED BALANCE SHEET

Dollars and Shares in Millions, Except Per Share Data

FOR THE PERIOD ENDED SEPTEMBER 30, 2009

(UNAUDITED)

	The Company As Reported			MJN Refinancing(d)		Pro Forma Adjustments			The Company Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	6,367		$	1,683	$	(617	)(e)(f)	$	7,433
Marketable securities		302			—		—			302
Receivables, net		3,699			—		(233	)(e) (g)		3,466
Inventories, net		1,824			—		(318	)(e)		1,506
Deferred income taxes, net of valuation allowances		702			—		(80	)(e)		622
Prepaid expenses		493			—		(30	)(e)		463
Total Current Assets		13,387			1,683		(1,278	)		13,792
Property, plant and equipment, net		5,561			—		(465	)(e)		5,096
Goodwill		5,475			—		(118	)(e)		5,357
Other intangible assets, net		2,726			—		(41	)(e)		2,685
Deferred income taxes, net of valuation allowances		1,437			—		(13	)(e)		1,424
Marketable securities		1,202			—		—			1,202
Other assets		1,163			—		(26	)(e)		1,137
Total Assets	$	30,951		$	1,683	$	(1,941	)	$	30,693
LIABILITIES
Current Liabilities:
Short-term borrowings	$	286			—	$	—		$	286
Accounts payable		1,796			—		(231	)(e)		1,565
Accrued expenses		2,988			—		(157	)(e)		2,831
Deferred income		276			—		(11	)(e)		265
Accrued rebates and returns		813			—		(271	)(e)		542
U.S. and foreign income taxes payable		433			—		(49	)(e)		384
Dividends payable		626			—		(7	)(e)		619
Accrued litigation liabilities		174			—		—			174
Total Current Liabilities		7,392			—		(726	)		6,666
Pension, postretirement and postemployment liabilities		1,018					(95	)(e)		923
Deferred income		934			—		(2	)(e)		932
U.S. and foreign income taxes payable		521			—		300	(h)		821
Other liabilities		408			—		(19	)(e)		389
Long-term debt		6,307			1,683		(1,683	)(e)(g)		6,307
Total Liabilities		16,580			1,683		(2,225	)		16,038
Commitments and contingencies (Note 23)
EQUITY
Bristol-Myers Squibb Company Shareholders’ Equity:
Preferred stock		—			—		—			—
Common stock		220			—		—			220
Capital in excess of par value of stock		3,808			—		—			3,808
Restricted stock		(75	)		—		—			(75	)
Accumulated other comprehensive loss		(2,218	)		—		78	(e)		(2,140	)
Retained earnings		23,287			—		7,020	(i)		30,307
Less cost of treasury stock		(10,504	)		—		(6,921	)(j)		(17,425	)
Total Bristol-Myers Squibb Company Shareholders’ Equity		14,518			—		177			14,695
Noncontrolling interest		(147	)		—		107	(e)		(40	)
Total Equity		14,371			—		284			14,655
Total Liabilities and Equity	$	30,951		$	1,683	$	(1,941	)	$	30,693

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BRISTOL-MYERS SQUIBB COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Pro Forma Adjustments and Related Assumptions

The split-off’s exchange ratio was calculated as follows (in millions):

Mead Johnson’s common stock issued in exchange offer	170.0
Exchange ratio	0.6313
Company’s common stock tendered	269.3

The gain on the split-off was calculated as follows (in millions):

Company common stock tendered at $25.70 per share, which represents fair value of the Company’s stock at December 23, 2009 per last reported trade	$	6,921
Mead Johnson’s net deficit		664
Accumulated other comprehensive income attributed to Mead Johnson		(78	)
Estimated fees attributed to the transaction		(80	)
Estimated taxes attributed to the transaction		(300	)
Company’s non-controlling interest in MJN		(107	)
Net gain on split off of Mead Johnson	$	7,020

Pro Forma Consolidated Statements of Earnings

^(a) Adjustments to eliminate Mead Johnson’s revenues and expenses from the Company’s Consolidated Statements of Operations

^(b) Adjustment to record $170 million of taxes incurred by the Company due to the transfer of various international business units to Mead Johnson prior to its initial public offering.

^(c) Adjustment to record the Company’s acquisition of treasury shares.

Pro Forma Balance Sheet

^(d) Adjustment to record the $1,683 million net proceeds from the MJN refinancing.

^(e) Adjustment to eliminate Mead Johnson balances from the Company’s consolidated balance sheet.

^(f) Adjustment to record estimated split-off transaction fees of $80 million.

^(g) Adjustment to reclass intercompany lease of $42 million to other receivables.

^(h) Adjustment to record estimated taxes payable attributed to the split-off transaction of $300 million.

⁽ⁱ⁾ Adjustment to record the estimated gain to be recognized by the Company as a result of the exchange offer.

^(j) Adjustment to record the Company’s acquisition of treasury shares.

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