Bristol-Myers Squibb  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Shareholders of  Bristol-Myers Squibb Company  We have audited the accompanying consolidated balance sheets of Bristol-Myers Squibb Company and subsidiaries (the "Company")  as of December 31, 2012 and 2011, and the related consolidated statements of earnings, comprehensive income, and cash flows for  each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company's  management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits 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 the financial statements are free of  material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial  statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as  evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bristol-Myers  Squibb Company and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each  of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United  States of America.  We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the  Company's 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 and our report dated  February 15, 2013 expressed an unqualified opinion on the Company's internal control over financial reporting. Parsippany, New Jersey  February 15, 2013  76