Bristol-Myers Squibb  REPORTS OF MANAGEMENT  Management’s Responsibility for Financial Statements  Management’s Report on Internal Control Over Financial Reporting  Management is responsible for the preparation and integrity of the financial information presented in this Annual Report. The  accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting  principles, applying certain estimates and judgments as required. In management’s opinion, the consolidated financial statements  present fairly the Company’s financial position, results of operations and cash flows.  The Audit Committee of the Board of Directors meets regularly with the internal auditors, Deloitte & Touche LLP (D&T), the  Company’s independent registered accounting firm, and management to review accounting, internal control structure and financial  reporting matters. The internal auditors and D&T have full and free access to the Audit Committee. As set forth in the Company’s  Standard of Business Conduct and Ethics, the Company is firmly committed to adhering to the highest standards of moral and ethical  behavior in all of its business activities.  Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision  and with the participation of management, including the chief executive officer and chief financial officer, management assessed the  effectiveness of internal control over financial reporting as of December 31, 2011 based on the framework in  Internal Control— Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that  assessment, management has concluded that the Company’s internal control over financial reporting was effective at December 31,  2012 to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements  for external purposes in accordance with United States generally accepted accounting principles. Due to its inherent limitations,  internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness  to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of  compliance with the policies or procedures may deteriorate.  Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s financial statements included in  this Annual Report and has issued its report on management’s assessment of the effectiveness of the Company’s internal control over  financial reporting, which appears on page 79 in this Annual Report.  $^{ }$Lamberto Andreotti  Chief Executive Officer  Charles Bancroft  Chief Financial Officer  February 15, 2013  74