2012 Annual Report  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Shareholders of  Bristol-Myers Squibb Company  We have audited the internal control over financial reporting of Bristol-Myers Squibb Company and subsidiaries (the "Company") as  of December 31, 2012, based on criteria established in  Internal Control — Integrated Framework  issued by the Committee of  Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control Over Financial  Reporting, management excluded from its assessment the internal control over financial reporting at Amylin Pharmaceuticals, Inc.  (“Amylin”), which was acquired on August 8, 2012 and whose financial statement amounts constitute 23% of total assets (including  $6.2 billion of acquired developed technology rights and in-process research and development) and 1% of total net sales of the  Company’s consolidated financial statement amounts and a pre-tax loss of $270 million as of and for the year ended December 31,  2012. Accordingly, our audit did not include the internal control over financial reporting at Amylin. The Company's management is  responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal  control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those  standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over  financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over  financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of  internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal  executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors,  management, and other personnel 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. A company's internal control  over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,  accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that  transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting  principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management  and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized  acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.  Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper  management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to  the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies  or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,  2012, based on the criteria established in  Internal Control — Integrated Framework  issued by the Committee of Sponsoring  Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the  consolidated financial statements as of and for the year ended December 31, 2012 of the Company and our report dated February 15,  2013 expressed an unqualified opinion on those consolidated financial statements.  77  Parsippany, New Jersey  February 15, 2013 