Investor Presentation

November 2009

Mead Johnson Nutrition Company

Investor Road Show Presentation

Filed by Mead Johnson Nutrition Company

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Bristol-Myers Squibb Company

Subject Company’s Commission File No.: 1-1136

2

Certain statements in this presentation about the company’s future plans and prospects, including statements about our financial position, business strategy and research pipeline, are

forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements, as well as others identified by such words as

“anticipates,” “expects,” “intends” and “believes,” involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this

presentation. These risks include, but are not limited to: (1) the ability to sustain brand strength, particularly the Enfa family of brands; (2) the effect on the company’s reputation of real

or perceived quality issues; (3) the adverse effect of commodity price increases; (4) increased competition from branded, private label, store and economy-branded products; (5) the

effect of an economic downturn on consumers’ purchasing behavior and customers’ ability to pay for product; (6) inventory reductions by customers; (7) the adverse effect of changes

in foreign currency exchange rates; (8) the possibility of changes in the Women, Infant and Children (WIC) program, or increases in levels of participation in WIC; and (9) the ability to

develop and market new, innovative products.  In addition, there can be no guarantee that the exchange offer being made by Bristol-Myers Squibb Company (“BMS”) that is referred to

in this presentation will be completed, or if it is completed, that it will close within the anticipated time period.  For additional information on these and other factors, see the risk factors

identified in the company’s periodic reports, including the annual report on Form 10-K for 2008, quarterly reports on Form 10-Q and current reports on Form 8-K, filed or furnished to

the SEC, and the Registration Statement on Form S-4 that the company filed in connection with the exchange offer, all of which are available upon request or at

www.meadjohnson.com.  The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

This presentation contains adjusted non-GAAP financial measures, including non-GAAP net sales and EBIT, adjusted for factors that affect comparability due primarily to the impact of

the company’s IPO.  The items included in GAAP measures, but excluded for the purpose of determining non-GAAP net sales and EBIT, are the impact of operating model

adjustments, a gain on sale of an intangible asset, a favorable patent settlement and specified IPO and other costs.  Non-GAAP net sales and EBIT adjusting for these items is an

indication of the company’s underlying operating results and intended to enhance an investor’s overall understanding of the company’s financial performance.  In addition, this

information is among the primary indicators the company uses as a basis for evaluating company performance, 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 financial measures prepared in accordance with GAAP. Tables that reconcile GAAP

to non-GAAP disclosure are included in the Appendix.

The terms and conditions of the exchange offer being made by BMS are more fully described in the registration statement filed by Mead Johnson with the SEC and a Schedule TO 

                                                                                                   None of BMS, Mead Johnson or any of their respective directors or officers or any dealer manager appointed with respect to the

exchange offer makes any recommendation as to whether investors should participate in the exchange offer.  Investors can obtain a free copy of the prospectus and other related documents filed

with the SEC by BMS and Mead Johnson at the SEC’s web site at www.sec.gov, and those documents may also be obtained for free, as applicable, from BMS at www.bms.com or Mead Johnson

at www.meadjohnson.com.

The numbers used in this presentation have been subject to rounding.

Forward-Looking Statements

Factors Affecting Comparability—Adjusted Non-GAAP Financial Measures

Additional Information

                                              The prospectus, which is included in the registration statement, contains important information about BMS, Mead Johnson, the exchange 

offer and related matters.  Investors and security holders are urged to read carefully and in its entirety the prospectus and any other relevant documents filed with 

the SEC before making any investment decision. 

Safe Harbor Statement

filed by BMS with the SEC.

3

The Exchange Offer

Issuer:

Mead Johnson Nutrition Company (“MJN”

or

“Mead Johnson”)

Offer to Exchange:

Up to 170.0 million shares of MJN Class A

common stock for outstanding shares of Bristol-

Myers Squibb Company (“BMS”) common stock

Exchange Ratio:

Upper limit of 0.6027 shares of MJN per share of

BMS

Averaging Period:

Expected December 8, 9 and 10, 2009

Expiration:

Expected December 14, 2009 at 12:00 midnight

New York City time

Exchange / Ticker:

NYSE / MJN

Dealer Managers:

Citi, Goldman Sachs, Morgan Stanley

Minimum Condition:

144.5 million shares of MJN

4

Presenters

Steve Golsby

President and

Chief Executive Officer

Pete Leemputte

Senior Vice President and

Chief Financial Officer

5

Edward Mead Johnson, Sr.,

with his son, Ted

1

clinically supported infant

feeding product in the U.S.

(1911)

Mead Johnson Heritage and Focus

Our Mission

to create nutritional brands and products

trusted to give infants and children the

best start in life

st

6

A global leader in pediatric nutrition

1

2

3

4

5

INFANT NUTRITION (0–12 MONTHS)

Rank

Abbott

Nestl

Danone

Wyeth

Company

CHILDREN’S NUTRITION (>12 MONTHS)

1

2

3

4

5

Rank

Nestl

Danone

Abbott

Wyeth

Company

Source:  Annual AC Nielsen Value Share (USD), 2008, which excludes Wal-Mart and other non-tracked channels.

Note:  Global leadership based on markets in which Mead Johnson competes.

Mead Johnson Today

Our Vision

to be the world’s premier pediatric

nutrition company

7

Mead Johnson Formula for Growth

8

$0

$10

$20

$30

$40

2004

2009E

2014E

Attractive Growth Industry

Global industry sales

Source:  ERC Infant Children’s Sales by Country, September 2009.

Asia leading industry growth

$14.0

$23.1

$32.2

Total

Change in Market Size

2009E –

2014E

100%

$9.1

% of Total

$ Growth

$BN

Asia

Latin America

North America

Europe

Other

$5.2

57%

12%

14%

12%

5%

$1.1

$1.2

$1.1

$0.5

9

Growth Driven by Strong Fundamentals

Consumers value the

nutritional benefits

of premium products

Role of early nutrition in

lifelong health

More women

in the workforce

Increasing

middle-class births in

emerging countries

10

Iconic Global Brands

Complete nutrition for 100% peace of mind

Recommended by pediatricians and

trusted by moms to nourish every infant’s

and child’s potential

Creating superior, innovative, science-

based nutritional products trusted to give

infants and children the best start in life for

more than 100 years

Providing superior nutritional solutions for

babies with severe cow’s milk protein

allergies

11

The Enfa Brand Architecture

Prenatal to school age

12

Comprehensive Product Portfolio

Routine

Children’s

Specialty

Solutions

Meeting all pediatric nutritional needs

For routine feeding

For mild intolerance /

allergies

For children’s nutritional

supplementation

For prematurity, severe

intolerance, allergies

and metabolic disorders

13

Demand Creation

Medical  /  Consumer  /  Retail

14

Portfolio of Stable Markets…

15

…With Strength in Emerging Markets

MALAYSIA

CHINA

VIETNAM

PHILIPPINES

INDONESIA

THAILAND

PERU

COLOMBIA

BRAZIL

VENEZUELA

MEXICO

RUSSIA

INDIA

16

U.S. market share

1

stabilized in Q3 2009 by unit

U.S. Growth Strategy

Innovation

Toddler

Business

Consumer

Messaging

Medical / Retail

Strategy

1.  Nielsen Retail Audits for the 13 weeks ending October 24, 2009.

•

Investing at record levels

•

Message resonating with

consumers

•

Consumers responding

positively to innovations

•

Best-in-class execution in

hospitals and retail

•

Strengthened leadership in key

functions

Mead Johnson

4 Pillar

Growth

Strategy

3

4

1

2

17

China: Our 2

nd

Largest Market

1.  Excludes Hong Kong.

Mead Johnson in China

$322 MM

1

NET SALES

•

Launched operations

in 1994

•

EBIT break-even in 2000

•

Mead Johnson’s “best start in life”

brand message resonates with

parents

•

Systematic geographic expansion

into 100+ of the largest cities

•

Further expansion planned in mid-

tier cities

•

Strong operational capabilities

1995

1997

1999

2001

2003

2005

2007

2008

18

Other Growth Markets

•

6 of Mead Johnson’s top 10

markets

•

Success underpinned by market

growth and market share gains

Rest of Asia

Latin America

•

Investing behind momentum

•

Strong brand portfolio

•

Economic prospects and

demographic trends are favorable

2006

2007

2008

ASIA / LATIN AMERICA

NET SALES EX-CHINA

~$1.2 BN

19

Seed Opportunities

India

•

25 million annual births with

growing middle class

•

Complex, highly regulated market

•

Significant latent demand potential

•

Estimated 2009 $800 million

market

Russia

•

Concentrated population

•

Upper-middle-class Russian

mothers want Western brands

and listen to healthcare

professionals

•

Estimated 2009 $600 million

market

Source:  US Census (International Data), ERC.

MJN Approach

Replicate Proven Business Model

Bring Science-Based Nutrition to Markets

Build Scale

Systematic Expansion of Distribution Footprint

20

Proven Leader in Innovation

Accelerating

pace

of

innovation

in

2009

–

over

30

new

products

Enfagrow with

Flavor Enhancement

Pouches for

Greater Value / Less Waste

Increased DHA and

Prebiotics / Fiber

Enfamil LIPIL with Prebiotics: 

Triple Health Guard

Nutramigen LIPIL

with Probiotic LGG

Night Time Powder

for Hungry Babies

Enfagrow

Gentlease

21

Innovations Provide Tangible

Developmental Benefits

60

80

100

120

Control

Enfamil

LIPIL

1.  Same formulation but without DHA and ARA.

2.  Defined as wheezing, asthma or atopic dermatitis.

0

20

40

60

Control

Enfamil LIPIL

ALLERGIC

MANIFESTATIONS

IN

FIRST

THREE

YEARS

OF

LIFE

2

Improved Vision

CONTROL

1

~20/40 VISION

ENFAMIL LIPIL ~20/28 VISION

Reduced Allergic Reaction

+7 pts

Improved Brain Development

55%

26%

1

1

22

100 Years of Product Quality

and Productivity

MJN SPRAY DRYER

AND PACKAGING

MJN GLOBAL

LIQUIDS

CONTRACT MJN

SPRAY DRYER

MJN

PACKAGING

THIRD-PARTY

PACKAGING

USA

MEXICO

BRAZIL

MALAYSIA

PHILIPPINES

CHINA

THAILAND

NETHERLANDS

AUSTRALIA

Highlights

Efficient and flexible

manufacturing process

Culture of productivity

Efficient use of capital

Quality embedded

throughout product life

cycle

23

Diverse and Experienced Leadership

Steve Golsby

President and CEO

MJN: 12 years

Career: 32 years

UK

Bill P’Pool

SVP, Gen. Counsel / Secretary

MJN: 5 years

Career: 19 years

USA

Charles Urbain

President, Asia / Europe

MJN: 13 years

Career: 26 years

South Africa

Pete Leemputte

SVP, CFO

MJN: 1 year

Career: 28 years

USA

Jeff Jobe

SVP, Supply Chain

MJN: 21 years

Career: 28 years

USA

Lynn Clark

SVP, Human Resources

MJN: 1 year

Career: 26 years

USA

Dirk Hondmann

SVP, R&D

MJN: 5 years

Career: 16 years

The Netherlands

Kasper Jakobsen

President, Americas

MJN: 11 years

Career: 21 years

Denmark

24

Financial Review

………...………….............................................................................................................................................................................................................................…………………………

25

Compelling Financial Performance

$2,847

$2,541

$2,309

$1,500

$2,000

$2,500

$3,000

2006

2007

2008

$735

$645

$675

$500

$600

$700

$800

2006

2007

2008

1.

Adjusted

to

exclude

$36

million

related

to

a

number

of

operating

model

changes

and

delays

in

establishing

new

operating

subsidiaries

in

Europe,

Mexico and Brazil in connection with Mead Johnson’s separation from BMS.

2.

Adjusted to exclude $16 million impairment charge in 2006, $18 million bad debt expense in 2007 and $45 million in separation costs in 2008.  Excludes

$6 million related to a number of operating model changes and delays in establishing new operating subsidiaries in Europe, Mexico and Brazil in

connection with Mead Johnson’s separation from BMS.

A consistent history of sales and profit growth

ADJUSTED NET SALES

1

ADJUSTED

EBIT

2

26

         Note:  Nine-month results not audited.

1.

Adjusted to exclude $25 million in 2008 related to operating model changes and delays in establishing new operating subsidiaries in Europe, Mexico and 

       Brazil in connection with Mead Johnson’s separation from BMS. 

2.

Adjusted to exclude $14 million in separation costs in 2008 and $31 million in separation costs, $5 million in litigation costs, $10 million in severance costs, 

       $12 million gain on sale of a non-strategic intangible asset and $10 million favorable patent settlement in 2009.  Excludes $2 million in 2008 related to operating 

      model changes and delays in  establishing new operating subsidiaries in Europe, Mexico and Brazil in connection with Mead Johnson’s separation from BMS.

Before FX

After FX

Before FX

After FX

2009 September YTD Performance

Strong sales growth in emerging markets and lower commodity

costs driving profit improvement

ADJUSTED NET SALES

1

ADJUSTED

EBIT

2

$2,112

$2,149

$2,240

$500

$1,000

$1,500

$2,000

$2,500

9M2008

9M2009

$668

$591

$573

$0

$200

$400

$600

$800

9M2008

9M2009

27

Constant Dollar Sales Growth

2005-2008

CAGR

4.2%

3.8%

Balanced growth over time between pricing and volume

9.0%

1.9%

3.2%

1.5%

1.7%

3.2%

3.4%

8.5%

10.7%

5.1%

6.6%

10.0%

2005

1

PRICE

VOLUME

2006                              

2007                              

2008                              

1.  Adjusted to exclude the Adult Nutrition business, which was sold in 2004.  Volume growth was 7.3% on a reported basis.

28

Cost of Goods Sold

Dairy accounts for about one-quarter of approximately $1 billion

annual COGS

Conversion

and Other

Dairy

Agricultural

Products

Other Raw

Materials

Packaging

29

$0

$1

$2

$3

$4

$5

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

50%

55%

60%

65%

70%

Dairy Prices and Gross Margin Trends

Note:  All

data shown on a GAAP basis.  Nine-month results not audited.

1.  Weighted

average for Oceania, Europe and North America non-fat / skim milk powder.

WEIGHTED

GLOBAL

MILK

PRICES

ON

6

MONTH

LAG

1

ANNUAL MJN GROSS MARGIN

63.7%

63.2%

62.5%

65.5%

30

2004

2005

2006

2007

2008

Supply Chain Productivity

Productivity improvements contribute to our industry-leading

margins

Target is 3% COGS

reduction each year

$30

$33

$32

$32

$37

ESTIMATED ANNUAL REDUCTION

IN COGS

31

Operating Expense Spending

A&P % OF NET SALES

13.4%

2009 YTD

12.8%

2008

12.4%

2007

SALES FORCE ADDITIONS

Investing in key emerging

markets, including China

and “seed”

countries

R&D SPENDING

$73

$67

$62

$51

$43

2004

2005

2006

2007

2008

Investments for sustainable growth

Note:  All data shown on a GAAP basis.

32

Still to Come

•

Tax

•

IT

•

Back Office Accounting

•

Indirect Procurement

•

Installation of SAP

Platform

•

Replacement of BMS

Shared Services with IBM

Accomplished in 2009

•

Human Resources

•

Legal

•

Internal Audit

•

Treasury

•

Financial Controls and

Reporting

•

Investor Relations

•

Communications

Transition to Stand-Alone

33

•

Fully

repaid

$1.74BN

debt

owed

to

BMS

•

Refinanced at attractive rates

•

Doubled average duration from 6 to 12

years

NOVEMBER DEBT REFINANCING

Pro Forma Capitalization

1.

At September 30, 2009, Mead Johnson had cash and cash equivalents of $597 million.  As described in Mead Johnson’s registration statement on Form

S-4 filed with the SEC on November 16, 2009, Mead Johnson paid down $1,744 million of debt owed to BMS with proceeds of $1,483 million from a bond

issuance, a $200 million draw on its revolver and $61 million cash on hand.

2.

Consists of capital lease obligations and other debt.  Does not include pension liability of $102 million.

$200

Revolver

$1,500

Senior Unsecured Notes

$50

Other

Debt

2

$ in Millions

Cash

1

$536

Debt:

Total Debt

$1,750

Shareholders’

(Deficit)

($698)

Total Capitalization

$1,052

9/30/09 Pro Forma Capitalization

Anticipate after-tax interest expense savings of about $0.07 to $0.09 per

share in 2010, including fixed to floating rate swaps

CURRENT CAPITAL STRUCTURE

•

$500MM of 5-year notes due in 2014

•

$700MM of 10-year notes due in 2019

•

$300MM of 30-year notes due in 2039

•

$200MM revolver drawdown

($410MM

total

capacity)

34

Strong and Stable Free Cash Flow

$ in Millions

Net Earnings

1

Depreciation and Amortization

Change in Working Capital

Other

Net Cash from Operations

Capital Expenditures

Free Cash Flow

2007

$430

$51

($33)

$31

$479

($78)

$400

2008

$401

$52

$20

$16

$489

($81)

$408

2009

$343

$44

$47

($18)

$417

($59)

$357

2008

$354

$38

($18)

$10

$384

($51)

$333

September YTD

Full Year

            Note:  All data shown on a GAAP basis.  Nine-month results not audited.

            1.  Reflects interest expense of $43 million incurred by Mead Johnson & Company (“MJC”) in 2008 with respect to the $2,000 million intercompany note that MJC issued to

BMS in August 2008.  Does not reflect the effect of the restructuring of such intercompany note at the IPO date and the subsequent refinancing of the intercompany note by

MJN in November 2009 with the proceeds of (i) the issue by MJN of $500 million aggregate principal amount of 3.50% notes due 2014, $700 million aggregate principal

amount of 4.90% notes due 2019 and $300 million aggregate principal amount of 5.90% notes due 2039 and (ii) the borrowing by MJN of $200 million under its revolving

credit facility.  In November 2009, MJN also entered into interest rate swaps agreements with respect to $500 million in aggregate principal amount of 3.50% notes due 2014

and $200 million out of the $700 million aggregate principal amount of 4.90% notes due 2019.

35

Mead Johnson Strategy for Growth

Market Share Gains

Adjacencies

New / Expanded         

Geographies

Market Growth

36

QUALITY  & PRODUCTIVITY

GROWTH INDUSTRY

LEADING BRANDS

GLOBAL REACH

INNOVATION PIPELINE

EXPERIENCED LEADERSHIP

FINANCIAL PERFORMANCE

•

Global leader in pediatric nutrition, an attractive

growth industry

•

“Enfa”

family of brands is the #1 global brand

franchise in pediatric nutrition

•

Leadership in emerging markets

•

Robust new product and innovation pipeline

•

100-year history of quality and productivity

•

Diverse and experienced management team

•

Industry-leading profitability and strong free cash

flow

Investment Highlights

37

Appendix

38

Reconciliation of GAAP to Non-GAAP

Year Ended December 31,

9 Months Ended September 30,

$ in millions

2006

2007

2008

2008

2009

Net Sales

GAAP

$2,345

$2,576

$2,882

$2,175

$2,112

Adjustments:

Operating Model

1

(36)

(36)

(36)

(25)

0

Adjusted Non-GAAP

$2,309

$2,541

$2,847

$2,149

$2,112

Earnings Before Interest and Income Taxes (EBIT)

GAAP

$635

$663

$696

$561

$567

Adjustments:

Operating Model

1

(6)

(6)

(6)

(2)

0

Impairment Charge

16

0

0

0

0

Bad Debt Expense

2

0

18

0

0

0

Separation Costs

3

0

0

45

14

31

Litigation Costs

0

0

0

0

5

Severance Costs

0

0

0

0

10

Gain on Sale of an Intangible Asset

0

0

0

0

(12)

Favorable Patent Settlement

0

0

0

0

(10)

Adjusted Non-GAAP

$645

$675

$735

$573

$591

        Note: Nine-month results not audited.

   1.  Reflects the combined effect of a number of operating model changes and delays in establishing new operating subsidiaries in Europe, Mexico and Brazil in connection with

MJN’s separation from BMS.  In Europe, MJN has transitioned to a third-party distributor model with BMS temporarily serving as MJN’s distributor.  In Mexico, MJN operates

MJN's business through a newly formed operating subsidiary that is expected to incur higher profit sharing costs than were allocated to MJN when MJN operated within BMS. 

Furthermore, a BMS subsidiary currently leases to MJN’s Mexico operating subsidiary all of the property, plant and equipment at MJN’s manufacturing facility in Delicias under

a 20-year lease that is treated as a capital lease.  In Brazil, MJN’s ability to operate as a standalone subsidiary was delayed until late in the third quarter of 2009 and, prior to

that time, BMS distributed and recorded sales for MJN’s products, and MJN conducted marketing activities.  For more detail, please see “Management Discussion and Analysis

of Financial Condition and Results of Operations of MJN” in MJN’s Prospectus dated November 16, 2009 included in MJN’s Registration Statement on Form S-4 filed with the

SEC on November 16, 2009.

       2.  Reflects a bad debt expense related to a distributor’s insolvency in Asia.

       3.  Reflects separation costs incurred in connection with Mead Johnson’s IPO, including costs relating to legal, accounting, systems implementation and consulting services.