2012 Annual Report  CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  Management’s Report on Internal Control Over Financial Reporting  Changes in Internal Control Over Financial Reporting  OTHER INFORMATION  75  None.  In August 2012, Bristol-Myers Squibb Company (the Company) completed its acquisition of Amylin Pharmaceuticals, Inc. (Amylin)  which represents a material change in the internal control over financial reporting since management’s last assessment of  effectiveness. Amylin’s operations utilize separate information and accounting systems and processes and it was not possible to  complete an evaluation and review of the internal controls over financial reporting since the completion of the acquisition. Management intends to complete its assessment of the effectiveness of internal control over financial reporting for Amylin within one  year of the acquisition date. There were no changes in our internal control over financial reporting in the fourth quarter of 2012 that  have or are reasonably likely to materially affect the Company’s internal control over financial reporting.  Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s financial statements included in  this annual report and issued its report on the effectiveness of the Company’s internal control over financial reporting as of December  31, 2012, which is included herein.  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, 2012 based on the framework in “Internal Control— Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. As permitted by SEC  guidance, we excluded Amylin from management’s assessment of internal control over financial reporting as of December 31, 2012. Amylin’s financial statement amounts constituted 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. 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.  As of December 31, 2012, management carried out an evaluation, under the supervision and with the participation of its chief  executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures  as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, management has concluded that as of  December 31, 2012, such disclosure controls and procedures were effective. 