BOARD OF PENSIONS AND RETIREMENT

PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM

CHRISTOPHER DIFUSCO Chief' Investment Officer

Sixteenth Floor 'J\vo Penn Center Plaza Philadelphia, PA 19102-1712 (215) 685-3463 FAX (215) 496-7460

January 20, 2020

Via e-mail at shareholderproposals@sec.gov Securities and Exchange Commission Office of the Chief Counsel Division of Corporation Finance 100 F Street, NE Washington, DC 20549

BOARD MEMBERS: ROB DUBOW, Chairperson REBECCA RHYNHART MARCEL PRATT, Esq. BRIAN AllLRNATHY MICHAEL ZACCAGNI RONALD STAGLIANO, Vice Chair CAROL G. STUKES-BAYLOR VERONICA M. PANKEY BRIAN P. COUCJHL!N

Re: Request by Bristol-Myers Squibb to omit the proposal submitted by The City of Philadelphia Public Employees Retirement System

Ladies and Gentlemen,

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, The City of Philadelphia

Public Employees Retirement System ("Proponent") submitted a shareholder proposal (the

"Proposal") to Bristol-Myers Squibb ("Company"). The Proposal states:

RESOLVED, that shareholders of Bristol-Myers Squibb Company ("Company") urge the Board of Directors to adopt a policy that when a financial performance metric is adjusted to exclude legal or compliance costs when evaluating performance for purposes of determining the amount or vesting of any senior executive compensation award, it provide an explanation of why the precise exclusion is warranted and a breakdown of the litigation costs. "Legal or compliance costs" are expenses or charges associated with any investigation, litigation or enforcement action related to drug distribution, including legal fees; amounts paid in fines; penalties or damages; and, amounts paid in connection with monitoring required by any settlement or judgment of claims of the kind described above. "Incentive Compensation" is compensation paid pursuant to short-term and long-term incentive compensation plans and programs. The policy should be implemented in a way that does not violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan.

In a letter to the Division dated December 23, 2019 (the "No-Action Request"), the Company stated that it intends to omit the Proposal from its proxy materials to be distributed to shareholders in connection with the Company's 2020 annual meeting of shareholders. Bristol-Myers Squibb argues that it is entitled to exclude the Proposal in reliance on Rule 14a-8(i)(7), as ordinary business operations because it micromanages the Company.

As discussed more fully below, the Company has not met its burden of proving its entitlement to exclude the Proposal and the Proponent respectfully requests that Bristol-Myers Squibb's request for relief be denied.

The Company points to Staff Legal Bulletin No. 141 (Oct. 23, 2018} to argue that the Proposal seeks to micromanage the Company and is therefore excludable. The Commission outlines in Bulletin No. 141 the central consideration for determining the degree to which a proposal micromanages a company. The question the Commission asks is: does the proposal micromanage the company "by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment." (emphasis added)

Ironically, the ask of the Proposal is precisely to enable shareholders to make an informed judgement on executive compensation. For example, implementation of this proposal would allow a shareholder who believes executives should not be insulated from the cost of litigation related to opioids to vote against the say-on-pay at a company that adjusts out those costs.

Several companies that received a similar proposal responded positively by adding more disclosure to their adjusted GAAP metrics or to change the calculation. In the case of Equifax in 2018 the Company determined to not adjust out of its EPS metric expenses related to the cybersecurity incident. In the case of Teva Pharmaceuticals the Company determined to not adjust out legal costs for a free cash flow incentive metric in 2018. It also decided to describe the factors and principles considered by the board in deciding whether to include or exclude litigation costs. The Company also committed to an explanation in the proxy statement should it choose to exclude those costs in future years. Additional companies that have enhanced disclosure in line of the request of the proposal include: AmerisourceBergen; CVS Health; and Cardinal Health.

Executive compensation is already full of intricate detail which investors are presented with in order to cast advisory votes on executive compensation. Bristol-Myers Squibb acknowledges this reality on page four of its letter where the Company describes the various metrics and processes underlying the executive pay program. The Proposal recommends disclosure that will reveal the accounting of incentive metrics rather than presenting shareholders with an unexplained final number.

In each of the no action requests cited in the Company's letter the proponent requests a particular action that questions the current business judgment on the matter.

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The Staff found proposals on a similar topic to AbbVie and J&J in 2019 imposed specific methods for implementing complex policies. See AbbVie Inc. (Feb. 15, 2019) and Johnson & Johnson (Feb. 14, 2019). The Proponent drafted this Proposal with those Staff decisions top of mind. While the 2019 proposals requested the companies stop excluding legal and compliance costs for purposes of determining executive incentive compensation, this Proposal is silent on the Board's business judgment in determining the adjustments to executive incentive compensation metrics. In Abbott Laboratories (Feb. 28, 2019), the proposal requested the Board enact an approval process. The Proposal does not ask the Board to change its business judgment on a matter.

Instead, the Proposal asks simply for disclosure to enable shareholder to understand the full picture of how executives earned their incentive compensation. In that approach, the Proposal is most similar to a no action request where the proponent prevailed, in which the request was for the company to report on governance measures implemented to monitor and manage risks related to the opioid crisis. That proposal did not ask the company to change its application of business judgement. Instead it asked the company to report out on the business judgment already exercised. See JPMorgan Chase & Co. (Mar. 30, 2018), where the proponent is Mercy Investment Services, Inc.

The Company states on page five of its letter: "Despite the Proposal's contrary suggestion, the Board, through the Compensation Committee, remains better positioned than shareholders to oversee the complexity and risks surrounding the Company's executive compensation arrangements." We find the qualifier in the initial phrase unwarranted because we agree the Compensation Committee should determine compensation arrangements. That said, investors fulfilling their fiduciary duty must vote their proxies including the advisory vote on executive compensation. The Proposal does not ask the Board to change its approach or judgement on any item within the executive compensation plan. The Proposal merely seeks disclosure to enable investors to make an informed decision.

The Company duly notes it already provides much of what the Proposal requests in other public filings. The Proponent prefers the Company provide reconciliation in the CD&A of the proxy statement. Information needs to be accessible for shareholders to factor it into their proxy voting decisions. Particularly for investors that do not hire proxy advisors to dig through various corporate filings and present the information is an easily accessible format, the CD&A is the appropriate location for the Company to provide a full picture of how it arrived at the customized total for adjusted GAAP metrics.

The Company reports on page 38 of its 2019 proxy statement that its executive compensation philosophy focuses on two core elements, one of which is Pay for Performance. It defines Pay for Performance as follows: We structure our compensation program to closely align with the interests of our executives with those of our shareholders.

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We believe that an executive's compensation should be directly tied to helping us achieve our Mission for patients and deliver value to our shareholders. Therefore, a substantial portion of our executives' compensation is variable and at risk based on operational, financial, strategic and share price performance.

The Proponent presumes the use of a GAAP metric is one of the Company's tools for a ligning the interests of executives with shareholders and putting compensation at ri sk. However, the adjustments may change some investors' perceptions of a lignment.

As outlined on page four of the Company's letter, the 2019 proxy statement reported that "[ c ]onsistent with the company's past practice, non-GAAP diluted earnings per share and total revenues, net of foreign exchange, were each adjusted $0.1 1 and $63 million, respectively, due to unanticipated favorable budget variances for Sprycel performance in Europe and the impact of tax reform in the U.S." However, this limited description fails to provide the full picture of adjustments. A shareholder may interpret the Company's disclosure as meaning that the EPS measure only excludes the favorable budget variances and tax reform impact. In fact, as the 2019 Form 10-K notes more than a dozen additional specified items adjusted the final EPS result used to determine awards.

* * *

For the reasons set forth above, Bristol-Myers Squibb has not satisfi ed its burden of showing that it is e ntitled to omit the Proposal. The Proponent thus respectfully req uests that the Company's request for re lief be denied. The Proponents app reciate the opportunity to be of assistance in this matter. If you have any questions or need additional information, please contact me at 215-685-3463

Sincere ly,

Christopher DiFusco Chief Investment Officer

cc: Lisa Atkins, li sa.atkins@bms.com

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DC: 7206218-2

Lisa A. Atkins Senior Corporate Counsel

430 East 29th Street New York, NY 10016 Tel 212-546-4044 Fax 212-546-9966 lisa.atkins@bms.com

December 23, 2019 VIA E-MAIL: shareholderproposals@sec.gov Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549

Re: Shareholder Proposal of The City of Philadelphia Public Employees Retirement System

Dear Ladies and Gentlemen:

This letter is submitted by Bristol-Myers Squibb Company (the “Company”) to notify the Securities and Exchange Commission (the “Commission”) that the Company intends to omit from its proxy statement and form of proxy for its 2020 Annual Meeting of Shareholders (the “2020 Proxy Materials”) a shareholder proposal and supporting statement (the “Proposal”) submitted by The City of Philadelphia Public Employees Retirement System (the “Proponent”). We also request confirmation that the staff of the Division of Corporation Finance (the “Staff”) will not recommend enforcement action to the Commission if the Company omits the Proposal from the 2020 Proxy Materials for the reasons discussed below.

In accordance with Section C of Staff Legal Bulletin No. 14D (Nov. 7, 2008), we are emailing this letter to the Staff at shareholderproposals@sec.gov. We are simultaneously sending a copy of this letter and its attachments to the Proponent as notice of the Company’s intent to omit the Proposal from the 2020 Proxy Materials. Likewise, we take this opportunity to inform the Proponent that if it elects to submit any correspondence to the Commission or the Staff with respect to the Proposal, a copy of that correspondence should be provided concurrently to the undersigned on behalf of the Company.

THE PROPOSAL

The Proposal (attached hereto as Exhibit A) provides in pertinent part:

(I Bristol-Myers Squibb

Bristol-Myers Squibb Company Lisa A. Atkins December 23, 2019

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RESOLVED, that shareholders of Bristol-Myers Squibb Company (“Company”) urge the Board of Directors to adopt a policy that when a financial performance metric is adjusted to exclude legal or compliance costs when evaluating performance for purposes of determining the amount or vesting of any senior executive compensation award, it provide an explanation of why the precise exclusion is warranted and a breakdown of the litigation costs. “Legal or compliance costs” are expenses or charges associated with any investigation, litigation or enforcement action related to drug distribution, including legal fees; amounts paid in fines; penalties or damages; and, amounts paid in connection with monitoring required by any settlement or judgment of claims of the kind described above. “Incentive Compensation” is compensation paid pursuant to short-term and long-term incentive compensation plans and programs. The policy should be implemented in a way that does not violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan.

BASES FOR EXCLUSION

The Company hereby respectfully requests that the Staff concur in its view that the Company may exclude the Proposal from the 2020 Proxy Materials pursuant to Rule 14a-8(i)(7) because it micromanages the Company.

ANALYSIS

I. The Proposal May Be Omitted Under Rule 14a-8(i)(7) Because It Micromanages the Company.

Rule 14a-8(i)(7) permits the exclusion of shareholder proposals dealing with matters

relating to a company’s “ordinary business operations.” The Commission has stated that the underlying policy of the ordinary business exclusion is “to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting.” Exchange Act Release No. 34-40018 (May 21, 1998)(the “1998 Exchange Act Release”). The term “ordinary business” in this context refers to “matters that are not necessarily ‘ordinary’ in the common meaning of the word, and is rooted in the corporate law concept providing management with flexibility in directing certain core matters involving the company’s business and operations.” Id. The ordinary business exclusion rests on two central considerations: (1) the subject matter of the proposal (i.e., whether the subject matter involves a matter of ordinary business), provided the proposal does not raise significant social policy considerations that transcend ordinary business; and (2) the degree to which the proposal attempts to micromanage a company by “probing too deeply into matters of a complex nature upon which shareholders as a group, would not be in a position to make an informed judgment.” Id. A proposal may involve micromanagement if it “involves intricate detail, or seeks to impose specific time-frames or methods for implementing complex policies.” Id. Determinations as to the excludability of proposals on the basis of micromanagement “will be made on a case-by-case basis, taking into

Bristol-Myers Squibb Company Lisa A. Atkins December 23, 2019

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account factors such as the nature of the proposal and the circumstances of the company to which it is directed.” Id.

As explained by the Staff, the consideration of the excludability of a proposal based on micromanagement “looks only to the degree to which a proposal seeks to micromanage” and does not focus on the subject matter of the proposal. Staff Legal Bulletin No. 14J (Oct. 23, 2018) (“SLB 14J”). Although the Staff has historically not permitted exclusion of proposals addressing senior executive compensation on the basis of micromanagement, the Staff indicated in SLB 14J that it no longer “believe[s] there is a basis for treating executive compensation proposals differently than other types of proposals” when analyzing a micromanagement argument. Id. Accordingly, even though the Proposal relates to senior executive compensation, it still may be excludable under the micromanagement prong of Rule 14a-8(i)(7).

Additionally, the Staff has indicated that when it evaluates micromanagement

arguments under Rule 14a-8(i)(7), it conducts an assessment of the level of prescriptiveness of the proposal. Specifically, the Staff provides that “[w]hen a proposal prescribes specific actions that the company’s management or the board must undertake without affording them sufficient flexibility or discretion in addressing the complex matter presented by the proposal, the proposal may micromanage the company to such a degree that exclusion of the proposal would be warranted.” Staff Legal Bulletin No. 14K (Oct. 16, 2019) (“SLB 14K”).

Consistent with the guidance set forth in SLB 14J and SLB 14K, the Staff recently has

permitted exclusion of proposals under Rule 14a-8(i)(7) that involved matters related to senior executive compensation on the basis that the proposals sought to micromanage the company. For example, in AbbVie Inc. (Feb. 15, 2019) and Johnson & Johnson (Feb. 14, 2019), the Staff granted relief under Rule 14a-8(i)(7) for proposals in which the proponents requested the companies adopt a policy that legal or compliance costs not be excluded from financial performance metrics used to evaluate performance for determining the amount or vesting of senior executive incentive compensation awards. The Staff granted relief pursuant to Rule 14a-8(i)(7) and concluded that each proposal “micromanages the Company by seeking to impose specific methods for implementing complex policies. Specifically, [each p]roposal, if implemented, would prohibit any adjustment of the broad categories of expenses covered by the [p]roposal without regard to specific circumstances or the possibility of reasonable exceptions.” Similarly, in Abbott Laboratories (Feb. 28, 2019), the Staff concurred in the exclusion of a proposal pursuant to Rule 14a-8(i)(7) that requested the adoption of a policy requiring compensation committee approval of certain sales of shares by senior executives. The Staff granted relief on the basis that the proposal “micromanages the [c]ompany because, among other things, the [p]roposal would require the compensation committee to approve each sale by a senior executive during a buyback and for the [c]ompany to include explanatory disclosure in the proxy statement describing how the committee concluded that approving the sale was in the [c]ompany’s long-term best interest.”

When the Proposal is considered within the framework set forth in SLB 14J and SLB

14K and the no-action letters cited above, it is clear that it seeks to impermissibly micromanage the Company. The actions requested in the Proposal involve the precise type of prescriptive approach to complex matters at the heart of the micromanagement prong of Rule 14a-8(i)(7) and

Bristol-Myers Squibb Company Lisa A. Atkins December 23, 2019

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would “unduly limit the ability of the [Company’s Board of Directors (the “Board”)] to manage complex matters with a level of flexibility necessary to fulfill [its] fiduciary duties to shareholders.” SLB 14K. Specifically, the Proposal seeks to micromanage the Company by requesting intricate detail about “why [a] precise exclusion is warranted and a breakdown of the litigation costs” in each instance that a specific financial performance metric for a senior executive incentive compensation award is adjusted to exclude a range of legal or compliance costs; that is “expenses or charges associated with any investigation, litigation or enforcement action related to drug distribution, including legal fees; amounts paid in fines; penalties or damages; and, amounts paid in connection with monitoring required by any settlement or judgment of claims of the kind described above.” Similar to the disclosure requested in Abbott Laboratories regarding each sale of shares by senior executives during a company buyback, the intricate detail sought here would constitute micromanagement of a highly complex process that falls squarely within the purview of the Compensation and Management Development Committee of the Board (the “Compensation Committee”). The Proposal affords no “flexibility or discretion” to the Board or the Compensation Committee in determining whether it is appropriate to include a detailed explanation of the rationale for such adjustments and breakdown of the related litigation costs; rather, the Proposal seeks a policy that would prescribe detailed disclosure with respect to such adjustments in all cases, regardless of materiality and other relevant considerations. Such inflexibility is precisely the focus of the micromanagement discussion in SLB 14K.

As illustrated in the Company’s proxy statement for its 2019 Annual Meeting of

Shareholders (the “2019 Proxy Statement”), the circumstances surrounding how the Company determines compensation for its executive officers and the disclosure related to those determinations are part of a highly complex process that involves the reasoned judgment of the Compensation Committee that is informed by the experience of the Committee’s independent consultant and other advisors. 2019 Proxy Statement, at pp. 35-36.1 Indeed, the Company consistently provides robust disclosure in its annual proxy statements to satisfy Commission disclosure requirements regarding the material aspects of the Compensation Committee’s executive compensation decisions, including disclosure regarding adjustments to reported financial results for incentive compensation awards. In the 2019 Proxy Statement, the Company disclosed that annual incentive compensation awards to executive officers are based on a “Company Performance Factor,” which is calculated based on pre-defined financial and pipeline goals, and an “Individual Performance Factor.” 2019 Proxy Statement, at p. 36. For fiscal year 2018, the Company provided disclosure in its 2019 Proxy Statement of the company-wide performance metrics underlying the Company Performance Factor, which included non-GAAP diluted earnings per share, total revenue and pipeline metrics. The Company also provided details of the calculation related to each of the metrics, which included certain adjustments to exclude specified items. For example, the 2019 Proxy Statement noted that “[c]onsistent with the company’s past practice, non-GAAP diluted earnings per share and total revenues, net of foreign exchange, were each adjusted $0.11 and $63 million, respectively, due to unanticipated favorable budget variances for Sprycel performance in Europe and the impact of tax reform in the U.S.” 2019 Proxy Statement, at p. 36. The Company has provided such disclosure, as applicable, year- 1 The 2019 Proxy Statement is available at: https://www.sec.gov/Archives/edgar/data/14272/000104746919002763/a2238565zdef14a.htm.

Bristol-Myers Squibb Company Lisa A. Atkins December 23, 2019

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after-year in its annual proxy statement in order for shareholders to understand how annual incentive compensation awards for executive officers are determined. The Company also provides detailed reconciliations of every non-GAAP measure in its Annual Report on Form 10-K, including those used in the compensation plan, so that investors are able to track each adjustment.2 These disclosures already indicate if the adjustments are related to legal or compliance costs. For example, the non-GAAP earnings reconciliation in the 2019 Form 10-K lists “Litigation and other settlements” as an adjustment. 2019 Form 10-K, at p. 42. The non-GAAP earnings are then used to calculate non-GAAP diluted earnings per share for use in the Company Performance Factor calculation. By seeking a policy prescribing detailed disclosure regarding each adjustment for legal and compliance costs and a breakdown of costs associated with any such adjustment, regardless of materiality or relevance, the Proposal micromanages the Company by “probing too deeply into matters of a complex nature upon which shareholders, as a group, are not in a position to make an informed judgment,” 1998 Exchange Act Release. As a result, the Proposal is excludable under Rule 14a-8(i)(7).

The Proposal’s Supporting Statement reinforces the micromanagement conclusion. For

example, the Proposal’s Supporting Statement provides that “disclosure and transparency on the adjustments would enable shareholders to determine if the exclusions are appropriate and whether senior executives are being insulated from legal risks and incentivized to disregard litigation costs and related reputational damages.” However, the Board established the Compensation Committee precisely to make these determinations and to ensure senior executives are appropriately incentivized. The Compensation Committee’s charter states that it is “responsible for reviewing, approving and reporting to the Board on major compensation plans, policies and programs of the Company,” and that one of its responsibilities is to “oversee the Company’s compensation philosophy and strategy.” In overseeing the Company’s compensation philosophy, the Compensation Committee’s responsibilities include, inter alia, “annually review[ing] incentive compensation programs to confirm incentive pay does not encourage unnecessary risk-taking.” As part of its risk assessment, the Compensation Committee works to “minimize and appropriately reduce the possibility that [the Company’s] executive officers will make excessively or inappropriately risky decisions that could maximize short-term results at the expense of sustainable long-term value creation for our shareholders.” 2019 Proxy Statement, at p. 43. Despite the Proposal’s contrary suggestion, the Board, through the Compensation Committee, remains better positioned than shareholders to oversee the complexity and risks surrounding the Company’s executive compensation arrangements.

Accordingly, consistent with the Staff’s guidance and the no-action letters cited above, the Proposal may be excluded from the 2020 Proxy Materials pursuant to Rule 14a-8(i)(7).

CONCLUSION Based upon the foregoing analysis, we respectfully request that the Staff concur that the Company may exclude the Proposal from the 2020 Proxy Materials. Should the Staff disagree 2 The 2019 Form 10-K is available at: https://www.sec.gov/Archives/edgar/data/14272/000001427219000047/bmy-20181231x10xk.htm.

Bristol-Myers Squibb Company Lisa A. Atkins December 23, 2019

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with the conclusions set forth in this letter, or should you require any additional information in support of our position, we would welcome the opportunity to discuss these matters with you as you prepare your response. Any such correspondence should be sent to Lisa Atkins at lisa.atkins@bms.com. If we can be of any further assistance in this matter, please do not hesitate to call me at (212) 546-4044 or Kerry S. Burke of Covington & Burling LLP at (202) 662-5297.

Sincerely, Lisa A. Atkins Senior Corporate Counsel, Corporate Governance & Securities Bristol-Myers Squibb Company 430 E. 29th St. New York, NY 10016

Enclosures cc: Katherine R. Kelly, Bristol-Myers Squibb Company

The City of Philadelphia Public Employees Retirement System Kerry S. Burke, Covington & Burling LLP Reid S. Hooper, Covington & Burling LLP

Bristol-Myers Squibb Company Lisa A. Atkins December 23, 2019

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Exhibit A

Proposal

BOARD OF PENSIONS AND RETIREMENT

PHILADELPHIA P UB LIC EMPLOYEES RETIREME NT SYSTEM

CHRISTOPHER DIFUSCO Chief Investment Officer

Sixteenth Floor Two Penn Center Plaza Philadelphia, PA 19102- 1712 (2 15) 685-3463 FAX (2 15) 496-7460

October 17, 2019

By regular mail and email: john.elicker@bms.com, t imothy.power@bms.com

Ms. Katherine R. Kelly Vice President, Associate General Counsel and Corporate Secretary Bristol-Myers Squibb Company 430 East 29th Street- 14th Floor New York, New York 1001 6"

Re: The City of Philadelphia Public Employees Retirement System

Dear Ms. Kelly:

BOARD MEMBERS: ROB DUBOW, Chairperson REBECCA RI-IYNHART MARCEL PRATT, Esq. BRIAN ABERNATHY MICHAEL ZACCAGNI RONALD STAGLIANO, Vice Chair CAROL G. STUKES-BAYLOR VERONICA M . PANKEY BRIAN P. COUGHLIN

In my capacity as the Chief Investment Officer of The City of Philadelphia Public Employees Retirement System (the "Fund"), I write to g ive notice that pursuant to the 2019 proxy statement of Bristol-Myers Squibb Company (the "Company"), the Fund intends to present the attached proposal (the " Proposal") at the 2020 annual meeting of shareholders (the "Annual Meeting"). The Fund requests that the Company include the Proposal in the Company 's proxy statement for the Annua l Meeting.

A letter from the Fund's custodian documenting the Fund's continuous ownership of the requisite amount of the Company's stock for at least one year prior to the date of this letter is being sent under separate cover. The Fund also intends to continue its ownership of at least the minimum number of shares required by the SEC regulations through the date of the Annual Meeting.

I represent that the Fund or its agent intends to appear in person or by proxy at the Annual Meeting to present the attached Proposal. I declare the Fund has no "material interest" other than that believed to be shared by stockholders of the Company generally.

Sincerely,

~ ((, ~· .-z--Christopher Difusco Chief Investment Officer

RESOLVED, that shareholders of Bristol-Myers Squibb Company ("Company") urge the Board of Directors to adopt a policy that when a financial performance metric is adjusted to exclude legal or compliance costs when evaluating performance for purposes of determining the amount or vesting of any senior executive compensation award, it provide an explanation of why the precise exclusion is warranted and a breakdown of the litigation costs. "Legal or compliance costs" are expenses or charges associated with any investigation, litigation or enforcement action related to drug distribution, including legal fees; amounts paid in fines; penalties or damages; and, amounts paid in connection with monitoring required by any settlement or judgment of claims of the kind described above. "Incentive Compensation" is compensation paid pursuant to short-term and long-term incentive compensation plans and programs. The policy should be implemented in a way that does not violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan.

SUPPORTING STATEMENT: The Company adjusts financial metrics when calculating progress on goals for purposes of awarding incentive compensation. We believe disclosure and transparency on the adjustments would enable shareholders to determine if the exclusions are appropriate and whether senior executives are being insulated from legal risks and incentivized to disregard litigation costs and related reputational damage.

For example, the Company's quarterly report on Form 10-Q ("10-Q'') for the quarter ended March 31, 2019, revealed the Company is named a defendant in a lawsuit in the U.S. District Court for the Eastern District of Pennsylvania regarding allegations that the Company reported its average manufacturer prices to the Centers for Medicare and Medicaid inaccurately.

The Company uses adjusted diluted EPS for the annual cash incentive plan. The Company excludes litigation and legal settlements when calculating these metrics.

Many investors believe that companies should do a better job disclosing the purpose of using adjusted-GAAP metrics for executive compensation. The Council of Institutional Investors, whose members represent $35 trillion in assets under management and advisement, filed a petition with the SEC calling for " ... a requirement for clear explanations and GAAP reconciliations that would permit a shareholder to understand the company's approach and factor that into its say-on-pay vote and/or buy/sell decision (https ://www.sec.gov/rules/petitions/2019/petn4-7 45. pdf)."

We agree more clarity is needed to enable shareholders to determine whether the Company is providing appropriate incentives to executive management.

J.EMorgan

i0/17/19

By regular mall and email: john.elkker@bms.com, timothy.power@bms.com

Ms. Katherine R. Kelly Vice President, Assoda.te Gen.era! Counsel and Corporate Secretary Brlstol-Mye'rs Squibb Company 430 East 29th Street-14th Floor New York,New York 10016

Re: The City of Philadelphia Public Employees Retirement System

Dear Ms. Kelly:

Neil Kle.inberg Client Service

Securities Services

As custodian of The CitY of PhHadelphia Public Employees Retirement System (the "Fund"), we are writing to report that as ofthe close of business. on 10/17 /19 the Fuhd held shares of Bristol-Myers Squibb Company (''Company") stock In our account at Depository Trust Company an.d registered in its nominee name of Cede & Co. The .Fund has held in el(cess of$2,000 worth of . ' ' ' ' . shares in your Company continuously since 10/17 /18.

If there are ;;iny 0th.er questions qr concerns regarding this matter, pll':'a$e feel free to contact me at 212-623,8787.

Sincerely, .

' . ' . .

Nei.1 Kleinberg

4.:ME!trotech Cent,er6tlff.loor, 8rqokt_yn, NY 114~5 Telephon~:21i: 623 878? lleiJ.j, kl.~inberg@jpr'ribrgao;com

JPMonl:1m Chas_e Bahk, N:A,

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