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 5, 2007

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 8.01 Other Events.

On December 5, 2007, Bristol-Myers Squibb Company (the “Company”) issued a press release in conjunction with a meeting with investors announcing that it is revising its previously disclosed full year 2007 earnings per share guidance on a GAAP basis and reaffirming its previously disclosed full year 2007 earnings per share guidance on a non-GAAP basis. The Company also provided full year 2008 earnings per share guidance on a GAAP basis, raised full year 2008 earnings per share guidance on a non-GAAP basis and provided non-GAAP earnings per share compounded annual growth rate guidance from the Company’s 2007 base through 2010 that is subject to certain assumptions. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. Also furnished and incorporated by reference as Exhibit 99.2 is certain supplemental information posted on the Company’s website at www.bms.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release of Bristol-Myers Squibb Company dated December 5, 2007
99.2.	Certain supplemental information posted on Bristol-Myers Squibb Company’s website at www.bms.com not included in the press release

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 5, 2007	By:	/s/ Sandra Leung
	Name:	Sandra Leung
	Title:	Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Bristol-Myers Squibb Company dated December 5, 2007
99.2	Certain supplemental information posted on Bristol-Myers Squibb Company’s website at www.bms.com not included in the press release

EX-99.1

Exhibit 99.1

Contact:	Media:	Investors:
	Jeff Macdonald	John Elicker
	Communications	Investor Relations
	212-546-4824 (office)	212-546-3775
	917-371-0940 (mobile)	john.elicker@bms.com
	jeffrey.macdonald@bms.com
		Suketu Desai
		Investor Relations
		609-252-5796
		suketu.desai@bms.com

BRISTOL-MYERS SQUIBB COMPANY OUTLINES STRATEGY AND

PRODUCTIVITY TRANSFORMATION INITIATIVE

DURING UPDATE TO INVESTMENT COMMUNITY

• Expects Productivity Transformation Initiative to Generate Pre-Tax Cost Savings and Avoidance of Approximately $1.5 Billion by 2010 and Incur Associated Pre-Tax Costs of $900 Million to $1.1 Billion—Reducing Total Headcount by 10%

• Announces 11% Increase in Indicative Dividend for 2008 and Declares Quarterly Dividend

• Revises 2007 Full-Year GAAP EPS Guidance to $1.15 to $1.20 and Reaffirms Non-GAAP EPS Guidance of $1.42 to $1.47 at the high end of the range

• Provides 2008 Full-Year GAAP EPS Guidance of $1.44 to $1.54 and Raises 2008 Full-Year Non-GAAP EPS Guidance from $1.60 to $1.70 to $1.65 to $1.75

• Expects Non-GAAP EPS CAGR of at Least 15% from 2007 Base Through 2010, subject to certain assumptions

(NEW YORK, December 5, 2007) – During a meeting with investors today, Bristol-Myers Squibb Company (NYSE:BMY) will conduct a comprehensive review of its business and research and development operations, and outline its strategy to improve shareholder value, increase profitability and improve top line growth. The overview will provide investors with insight into how the company intends to implement its strategy and transform the company through its productivity initiative into a next-generation BioPharma company that pairs the scale and resources of a mid-sized pharmaceutical company with the entrepreneurial spirit and innovative focus of a biotech startup. The plan focuses the

1

company’s commercial and scientific units on growth areas, such as specialty and biologic medicines, while providing a framework to enhance productivity and reward entrepreneurship.

Strategic Review

During the meeting, senior management of the company will discuss the status of the strategic review the company has been conducting over the past several months and explain how it intends to continue the company’s development into a next generation BioPharma company. The company’s vision of a BioPharma company is the outgrowth of a process that evaluated the company’s four core businesses in great detail: specialty medicines, cardiovascular and metabolic drugs, mature pharmaceutical brands and the Health Care Group, and contains the following elements:

• an innovative portfolio of new products targeted at serious unmet medical needs, or significant clinical advancement over existing therapies;

• a Selectively Integrated Business Model, which complements internal capabilities with external innovation, streamlines manufacturing, creates a targeted approach to geographies and customers, utilizes strategic partnerships with suppliers and competitors, and focuses on innovative sales and marketing practices;

• Strong Continuous Improvement capabilities, simplified processes, enhanced efficiency and effectiveness and aligned infrastructure to support growth.

The review reaffirmed several elements of the company’s ongoing strategic focus. The company will continue to invest in key growth products, including specialty and biologic medicines, and cardiovascular and metabolic drugs. The company will also continue to scale back assets in its profitable, though declining, mature brands.

The company is seeking opportunities to maximize the value of its Health Care Group companies for shareholders. Consistent with this objective, the company plans to divest its Medical Imaging business. Further, the company is currently reviewing a range of strategic alternatives for its ConvaTec and Mead Johnson businesses. “We remain fully aware of the important contributions these businesses have made to earnings and cash flow, and we will take these factors into full consideration when weighing our strategic options,” said James M. Cornelius, chief executive officer, Bristol-Myers Squibb.

As a next-generation BioPharma company, Bristol-Myers Squibb seeks to reallocate resources to enable additional strategic acquisitions, such as the recent acquisition of Adnexus Therapeutics, as well

as pursue partnerships and other collaborative arrangements. These alliances should add to the company’s innovative capabilities, portfolio and pipeline to amplify the company’s ongoing focus on growth areas, such as specialty medicines and biologics.

Productivity Transformation Initiative

In addition to its overview of the company’s strategy, senior management will discuss the scope and details of its Productivity Transformation Initiative, the company’s first step to achieve a culture of continuous improvement which was begun earlier this year. Over 300 initiatives have been identified that will enhance the company’s efficiency, effectiveness and competitiveness and substantially improve its cost base.

Key productivity initiatives include reducing general and administrative operations by simplifying, standardizing and outsourcing, where appropriate, processes and services, rationalizing the company’s mature brands portfolio, consolidating its global manufacturing network while eliminating complexity and enhancing profitability, simplifying its geographic footprint and implementing a more efficient go-to-market model. Specific productivity goals include:

• reducing the number of brands in the company’s mature products portfolio by 60 percent between 2007 and 2011;

• reducing the number of manufacturing facilities by more than 50 percent by the end of 2010; and

• reducing total headcount by approximately 10 percent between 2007 and 2010.

Some positions have been eliminated in 2007 and the substantial majority of positions will be eliminated in 2008 and 2009. “It is difficult to see our valued colleagues leave the company, but right-sizing our workforce across all areas is critical to achieving our productivity goals and enhancing the competitive position of the company. While we are reducing headcount in certain functions, we will continue to invest in R&D, biologics and commercialization talent,” said Mr. Cornelius.

The productivity initiative is expected to generate approximately $1.5 billion in cost reductions and avoidance on a pre-tax basis versus the company’s previous strategic plan for 2010. Costs associated with the implementation of the Productivity Transformation Initiative are estimated to be between $0.9 billion to $1.1 billion on a pre-tax basis, with approximately $300 million expected to be

incurred in 2007 and $400 million to $500 million expected to be incurred in 2008. The ultimate timing of the recording of the charges cannot be predicted with certainty and will be affected by the occurrence of triggering events for expense recognition under U.S. Generally Accepted Accounting Principles (GAAP), among other factors.

Announces Indicative Dividend Increase for 2008 and Declares Quarterly Dividend

Today, the company announced that the Board of Directors declared an 11 percent dividend increase, the first increase since 2002. The dividend increase will result in a quarterly dividend of thirty-one cents ($.31) per share on the company’s Common Stock for an indicative dividend for the full year of 2008 of $1.24 per share, subject to the normal quarterly review by the Board. The next quarterly dividend on the $.10 par value Common Stock of the company will be payable on February 1, 2008 to stockholders of record at the close of business on January 4, 2008.

The Directors also declared a quarterly dividend of fifty cents ($0.50) per share on the $2.00 Convertible Preferred Stock of the corporation, payable March 3, 2008 to stockholders of record at the close of business on February 8, 2008.

Financial Outlook

Based on the strategic and operational assumptions that will be outlined at the meeting, the company expects non-GAAP EPS to grow at a minimum of 15 percent compounded annual growth rate, from the 2007 base, for the next three years, excluding costs associated with the Productivity Transformation Initiative and other specified items that have not yet been identified and quantified. In addition, the guidance assumes certain other assumptions including that the company and its product partner, sanofi-aventis, maintain exclusivity for the PLAVIX^® patent through at least 2010.

The company revised its 2007 fully diluted earnings per share guidance on a GAAP basis to $1.15 to $1.20 from $1.28 to $1.33, reflecting the estimated effect of potential fourth quarter charges of approximately $300 million relating to the company’s Productivity Transformation Initiative. The company also reaffirmed its 2007 fully diluted earnings per share guidance on a non-GAAP basis to be between $1.42 and $1.47, and indicated that it expects non-GAAP fully diluted earnings per share to be at the top end of the range.

The company is providing 2008 fully diluted earnings per share guidance on a GAAP basis of $1.44 to $1.54. The company also is raising its estimated 2008 earnings per share guidance on a non-GAAP basis from a range of $1.60 to $1.70 to a range of $1.65 to $1.75, subject to certain assumptions. The fully diluted earnings per share guidance for 2008 includes earnings from the Medical Imaging business. A disposal of the Medical Imaging business would decrease fully diluted earnings per share by approximately $0.05. Further, this guidance assumes, compared to 2007:

• high single-digit revenue growth;

• overall flat gross margin, with improvement in Pharmaceuticals margin;

• mid single-digit growth in research and development costs;

• all other operating expenses flat with modest increases in Advertising and Promotion, offset by a significant reduction in G&A expense; and

• increase in effective tax rate to approximately 24%

The GAAP guidance for 2008 includes the impact of restructuring and other charges related to the Productivity Transformation Initiative discussed below, but excludes proceeds from potential asset sales that have not yet been identified or quantified. Both the GAAP and non-GAAP guidance further assumes no significant acquisitions or divestitures and that the company and its product partner, sanofi-aventis, maintain exclusivity for the PLAVIX^® patent.

Further, the non-GAAP 2008 guidance excludes charges related to the Productivity Transformation Initiative and other specified items that have not yet been identified and quantified, such as gains or losses from sale of businesses and product lines; from sale of equity investments and from discontinuations of operations; restructuring items that meet the requirements of SFAS 112 for severance and SFAS 146 for other exit costs; accelerated depreciation charges under SFAS 144 related to restructuring items described above; 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; copromotion or alliance charges and payments for in-process research and development which under GAAP are immediately expensed rather than amortized over the life of the agreement; income from upfront and milestone payments that is immediately recognized for out-licensing of products, including deferred income recognized upon termination; and significant tax events.

Details reconciling the 2007 and 2008 non-GAAP earnings per share guidance with GAAP amounts including specified items are provided in supplemental materials available on the company’s website.

“With this adjustment to earnings guidance and the dividend increase, we’re sending a clear message of confidence: We expect to be able to continue to reward our shareholders for their support, well into the future,” said Mr. Cornelius.

Research and Development Update

In addition to discussing progress in transforming the R&D organization into a next-generation BioPharma model and executing its biologic strategy, the company also will provide an update on key late and early stage compounds in its pipeline. The company will continue to focus its efforts on serious disease – in both specialty areas and high prevalence illnesses – where there is significant unmet medical need. Senior members of the R&D organization will outline the strategy of building pipelines within products by broadening their clinical use through multiple indications.

Specific updates will focus on the company’s late-stage programs in oncology, diabetes, cardiovascular disease and solid organ transplant rejection, including:

• developmental diabetes compounds saxagliptin, a DPP4-inhibitor, and dapagliflozin, a novel SGLT-2 inhibitor, both of which are being developed in partnership with AstraZeneca PLC; the company reiterated its plan to submit saxagliptin for filing with the U.S. Food and Drug Administration (FDA) in 2008;

• two cancer drugs: the internally developed and recently approved Ixempra (ixabepilone), a new cytotoxic designed to overcome drug resistance; and ipilimumab (MDX-010), a potential new immunotherapy paradigm;

• an internally discovered biologic investigational compound, belatacept, a novel co-stimulation blocker under development to replace cornerstone therapy in solid organ transplantation, which the company expects to submit to the FDA for filing in the first half of 2009; and

• an oral factor Xa inhibitor, apixaban, under development in partnership with Pfizer Inc., with the potential to provide predictable and reliable anticoagulation with a wider therapeutic window than current therapies.

The investor meeting is being held Wednesday, December 5 from 1 p.m. to 5 p.m. (EST). Investors and the general public are invited to listen to a live webcast of the meeting at www.bms.com/ir. A replay of the business update will also be made available at the same company website.

Bristol-Myers Squibb Company is a global biopharmaceutical and related health care products company whose mission is to extend and enhance human life.

###

Use of Non-GAAP Financial Information

This press release contains non-GAAP earnings per share guidance adjusted to exclude certain costs, expenses, gains and losses and other specified items. Among the items in GAAP earnings per share guidance but excluded for purposes of determining adjusted earnings per share guidance are: costs associated to the company’s Productivity Transformation Initiative; gains or losses from sale of businesses and product lines; from sale or write-down of equity investments and from discontinuations of operations; restructuring items that meet the requirements of SFAS 112 for severance and SFAS 146 for other exit costs; accelerated depreciation charges under SFAS 144 related to restructuring items described above; 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; co promotion or alliance charges and payments for in-process research and development which under GAAP are immediately expensed rather than amortized over the life of the agreement; 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 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 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, market position, product development, divestiture of the company’s medical imaging business, the company’s productivity transformation initiative, 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, 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, including whether Apotex will prevail in its appeal of the District court’s decision in the PLAVIX^® patent litigation. These factors also include the company’s ability to execute successfully its strategic plans, including its Productivity Transformation Initiative and any significant acquisitions and divestitures, the expiration of patents on certain other products, and the impact and result of governmental investigations. There can be no guarantees with respect to pipeline products that future clinical studies will support the data described in this release, that the products will receive necessary regulatory approvals, or that they will prove to be commercially successful; nor are there guarantees that regulatory approvals will be sought, or sought within currently expected timeframes, or that contractual milestones will be achieved. For further details and a discussion of these and other risks and uncertainties, see the company’s periodic reports, including current reports on Form 8-K, quarterly reports on Form 10-Q and the annual report on Form 10-K, furnished to and filed with 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.

EX-99.2

Exhibit 99.2

BRISTOL-MYERS SQUIBB COMPANY

GROSS MARGIN

EXCLUDING SPECIFIED ITEMS

($ in millions)

	December 31 2005		December 31 2006		September 30 2007 YTD
PHARMACEUTICALS
Net Sales	15,226		13,861		11,234
Gross Profit
Gross Profit	10,666		9,341		7,811
Specified Items*	91		151		46
Gross Profit Excluding Specified Items	10,757		9,492		7,857
Gross Margin %
Gross Margin %	70.1	%	67.4	%	69.5	%
Specified Items*	0.5	%	1.1	%	0.4	%
Gross Margin % Excluding Specified Items	70.6	%	68.5	%	69.9	%
					September 30 2007 YTD
CORPORATE/OTHER
Net Sales					—
Gross Profit
Gross Profit					(38	)
Specified Items*					—
Gross Profit Excluding Specified Items					(38	)
Gross Margin %
Gross Margin %					—
Specified Items*					—
Gross Margin % Excluding Specified Items					—
					September 30 2007 YTD
TOTAL COMPANY
Net Sales					14,454
Gross Profit
Gross Profit					9,891
Specified Items*					46
Gross Profit Excluding Specified Items					9,937
Gross Margin %
Gross Margin %					68.4	%
Specified Items*					0.3	%
Gross Margin % Excluding Specified Items					68.7	%

* Details about specified items for the years ended December 31, 2005 and 2006 and for the nine months ended September 30, 2007 can be found in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2005 and 2006 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, respectively, and are available on the Company’s website at www.bms.com.

BRISTOL-MYERS SQUIBB COMPANY

EARNINGS BEFORE MINORITY INTEREST AND INCOME TAXES

EXCLUDING SPECIFIED ITEMS

($ in millions)

	December 31 2005		December 31 2006		September 30 2007 YTD
PHARMACEUTICALS
Net Sales	15,226		13,861		11,234
Earnings Before Minority Interest and Provision for Income Taxes	4,139		2,674		2,807
Specified Items*	129		209		203
Earnings Before Minority Interest and Provision for Income Taxes
Excluding Specified Items	4,268		2,883		3,010
% to Sales Including Specified Items	27.2	%	19.3	%	25.0	%
% to Sales Excluding Specified Items	28.0	%	20.8	%	26.8	%
					September 30 2007 YTD
CORPORATE/OTHER
Net Sales					—
Earnings Before Minority Interest and Provision for Income Taxes					(330	)
Specified Items*					(222	)
Earnings Before Minority Interest and Provision for Income Taxes
Excluding Specified Items					(552	)
% to Sales Including Specified Items					—
% to Sales Excluding Specified Items					—
					September 30 2007 YTD
TOTAL COMPANY
Net Sales					14,454
Earnings Before Minority Interest and Provision for Income Taxes					3,485
Specified Items*					(18	)
Earnings Before Minority Interest and Provision for Income Taxes
Excluding Specified Items					3,467
% to Sales Including Specified Items					24.1	%
% to Sales Excluding Specified Items					24.0	%

* Details about specified items for the years ended December 31, 2005 and 2006 and for the nine months ended September 30, 2007 can be found in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2005 and 2006 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, respectively, and are available on the Company’s website at www.bms.com.

BRISTOL-MYERS SQUIBB COMPANY

2007 FULL YEAR PROJECTED DILUTED EPS

EXCLUDING PROJECTED SPECIFIED ITEMS

	Full Year 2007
Projected Diluted Earnings per Common Share	$	1.15 to $1.20
Projected Specified Items:
Productivity Transformation Initiative		0.13
In-process R&D charge		0.12
Upfront and milestone payments		0.06
Downsizing and streamlining of worldwide operations		0.06
Gain on sale of product assets		(0.08	)
Tax item		(0.02	)
Total		0.27
Projected Diluted Earnings per Common Share Excluding Specified Items	$	1.42 to $1.47

BRISTOL-MYERS SQUIBB COMPANY

2008 FULL YEAR PROJECTED DILUTED EPS

EXCLUDING PROJECTED SPECIFIED ITEMS

	Full Year 2008
Projected Diluted Earnings per Common Share	$	1.44 to $1.54
Projected Specified Items:
Productivity Transformation Initiative		0.18
Upfront and milestone payments		0.03
Total		0.21
Projected Diluted Earnings per Common Share Excluding Specified Items	$	1.65 to $1.75

BRISTOL-MYERS SQUIBB COMPANY

2008 NON-GAAP GUIDANCE AND 2008-10 NON-GAAP GROWTH

EXCLUDING PROJECTED SPECIFIED ITEMS

Gross Margin/Marketing, Selling and Administrative/Research and Development/Tax Rate Projections Excluding Specified Items

Gross margin on a GAAP basis for the nine months ended September 30, 2007 was 68.4%, which included specified items of $46 million and had a 0.3% adverse impact on gross margin in aggregate. On a non-GAAP basis, for the nine months ended September 30, 2007 gross margin was 68.7%. On a non-GAAP basis, based on historical trends in 2006 and for the nine months ended September 30, 2007 the Company projects gross margin for the full year 2007 to be at least 100 basis points higher than 2006 and for the full year 2008 to be overall flat compared to the full year 2007 estimate but with improving margins in the Pharmaceuticals segment. On a non-GAAP basis, the Company projects Pharmaceuticals segment gross margin for 2008-10 to continue to improve mostly due to the expected manufacturing rationalization. There is no reasonably accessible or reliable comparable GAAP measure for this forward-looking information on gross margin. See Gross Margin non comparable tab.

On a non-GAAP basis, the Company projects marketing, selling and administrative expense, including advertising and promotion for the full year 2008 to be overall flat with modest increases in advertising and promotion and a significant reduction in general and administrative expense. The Company projects 2008-10 marketing, selling and administrative expense to be flat with productivity initiatives offsetting investment in new product launches. There is no reasonably accessible or reliable comparable GAAP measure for this forward-looking information on marketing, selling and administrative expense.

Research and development expenses on a GAAP basis for the nine months ended September 30, 2007 were $2,412 million, which included specified items of $157 million. On a non-GAAP basis, for the nine months ended September 30, 2007 research and development expenses were $2,255 million. On a non-GAAP basis, based on historical trends in 2006 and for the nine months ended September 30, 2007 the Company projects research and development expenses for the full year 2007 to increase in the mid single digit range compared to 2006 and for the full year 2008 to increase in the mid single digit range compared to the full year 2007 estimate. On a non-GAAP basis, the Company projects the 2008-10 growth to also be in the mid single digit range. There is no reasonably accessible or reliable comparable GAAP measure for this forward-looking information on research and development.

The effective tax rate on a GAAP basis for the nine months ended September 30, 2007 was 19.7%, which included specified items of $2 million in the tax provision, and had a 0.1% favorable impact on the effective tax rate in aggregate. On a non-GAAP basis, for the nine months ended September 30, 2007 effective tax rate was 19.8%. On a non-GAAP basis, based on historical trends in 2006 and for the nine months ended September 30, 2007 the Company projects effective tax rate for the full year 2007 to be in the 20% range and for the full year 2008 to be in the 24% range. The Company projects the effective tax rate for 2009-10 to increase from 2008 levels. There is no reasonably accessible or reliable comparable GAAP measure for this forward-looking information on the tax rate.

On a non-GAAP basis, the Company projects 2008-10 compounded growth rate in earnings per share to be at least 15% compared to 2007. There is no reasonably accessible or reliable comparable GAAP measure for this forward-looking information on earnings per share.

The GAAP results for the full year 2007 and 2008 would include specified items that may occur and impact results, including restructuring and other charges related to the Productivity Transformation Initiative. The productivity initiative is expected to generate approximately $1.5 billion in cost reductions and avoidance on a pre-tax basis versus the company’s previous strategic plan for 2010. Costs associated with the implementation of the Productivity Transformation Initiative are estimated to be between $0.9 billion to $1.1 billion on a pre-tax basis, with approximately $300 million expected to be incurred in 2007 and $400 million to $500 million expected to be incurred in 2008. The ultimate timing of the recording of the charges cannot be predicted with certainty and will be affected by the occurrence of triggering events for expense recognition under GAAP, among other factors. The GAAP results for the full year 2007 and 2008 could also include charges and recoveries relating to significant legal proceedings, debt retirement costs and other charges related to new transactions, upfront and milestone payments, copromotion or alliance charges and charges for in-process research and development related to new external development transactions, gains or losses from asset disposals, other restructuring activities and significant tax events. For a fuller discussion of certain of these matters that could impact full year GAAP results, as well as the use of non-GAAP financial information, see Bristol-Myers Squibb Company Outlines Strategy and Productivity Transformation Initiative During Update to Investment Community, December 5, 2007, including “Financial Outlook” and “Use of Non-GAAP Financial Information” therein.

BRISTOL-MYERS SQUIBB COMPANY

PRIOR 2007 GUIDANCES - GAAP VS. NON-GAAP

EXCLUDING PROJECTED SPECIFIED ITEMS

	Jan-07		Apr-07			Jul-07			Oct-07
Projected Diluted Earnings per Common Share	$	1.12 to $1.22	$	1.24 to $1.34		$	1.35 to $1.45		$	1.28 to $1.33
Projected Specified Items:
In-process R&D charge		—		—			—			0.12
Upfront and milestone payments		0.05		0.05			0.06			0.06
Downsizing and streamlining of worldwide operations		0.03		0.03			0.05			0.06
Gain on sale of product assets		—		—			(0.09	)		(0.08	)
Tax item		—		(0.02	)		(0.02	)		(0.02	)
Total		0.08		0.06			—			0.14
Projected Diluted Earnings per Common Share Excluding Specified Items	$	1.20 to $1.30	$	1.30 to $1.40		$	1.35 to $1.45		$	1.42 to $1.47

BRISTOL-MYERS SQUIBB COMPANY

DIVIDEND PAYOUT RATIO

EXCLUDING PROJECTED SPECIFIED ITEMS

	December 31 2005			December 31 2006			September 30 2007 YTD
Dividend Per Share	$	1.12		$	1.12		$	0.84
Diluted Earnings Per Share:
GAAP	$	1.52		$	0.81		$	1.14
Non-GAAP *	$	1.43		$	1.09		$	1.13
Dividend Payout Ratio:
GAAP		73.7	%		138.3	%		73.7	%
Non-GAAP		78.3	%		102.8	%		74.3	%

* Details reconciling the Non-GAAP diluted EPS amounts with GAAP amounts for the years ended December 31, 2005 and 2006 and for the nine months ended September 30, 2007 can be found in the Company’s Form 8-Ks dated January 25, 2006, January 25, 2007 and October 25, 2007, respectively, furnished with the Securities and Exchange Commission on such dates and available on the Company’s website at www.bms.com.