Bristol-Myers Squibb to Transfer $3.8 billion in U.S. Pension Liabilities

NEW YORK–(BUSINESS WIRE)–Bristol-Myers
Squibb Company
(NYSE: BMY) today announced it will transfer $3.8
billion of U.S. pension obligations through a full termination of its
U.S. Retirement Income Plan (the “Plan”). The obligations will be
distributed through a combination of lump sums to Plan participants who
elect such payments, and the purchase of a group annuity contract from
Athene Annuity and Life Company (“Athene”), a wholly-owned insurance
subsidiary of Athene Holding, Ltd (NYSE: ATH), for all remaining
liabilities.

This transaction continues the Company’s pension de-risking strategy and
actions, which began with the freezing of the Company’s U.S. Plan in
2009. This transaction reduces Bristol-Myers Squibb’s future risk and
administrative costs while entrusting the pensions of Plan participants
and their beneficiaries to a highly rated financial institution with
expertise in the long-term management of retirement benefits.

The Plan includes approximately 4,800 active employees, 1,400 retirees
and their beneficiaries receiving benefits, and 18,000 prior
Bristol-Myers Squibb employees who have not yet initiated their
benefits. Current Plan provisions, benefit payment options and in-pay
benefits will remain available for all participants. Plan participants
have received information packages with further details.

Additional Details About the Transaction

As the largest full plan termination to date that primarily includes
terminated vested and active participants, the Company partnered with
Athene on a first-of-its-kind plan termination solution, where Athene
agreed in advance to provide an annuity contract covering all
obligations not paid via lump sums. Morgan Stanley Co. LLC served as
financial advisor to the Company on the transaction.

Bristol-Myers Squibb is committed to ensuring that its Plan
participants’ benefits are preserved. The Company’s Pension Committee
engaged State Street Global Advisors Trust Company, a leading
independent fiduciary services firm, to represent the interests of Plan
participants with respect to the choice of insurer, negotiation of terms
and conditions of a group annuity contract, as well as the compliance of
the transaction with applicable federal pension law and guidance. State
Street Global Advisors Trust Company selected an Athene group annuity
contract that provides an additional safeguard by segregating assets in
a separate account dedicated to the payment of benefits to Plan
participants and their beneficiaries.

This transaction provides a special election window for active
Bristol-Myers Squibb employees who are participants in the Plan, during
which they may elect to commence their pension benefits while remaining
actively employed with Bristol-Myers Squibb. The Plan will terminate on
February 1, 2019, lump sums will be distributed in July 2019, and the
transfer to Athene is expected to occur in August 2019, subject to
satisfaction of closing conditions. Upon completion of the transfer,
Athene will provide irrevocable commitments to all remaining
participants and will assume full financial responsibility, including
required administration, for annuity and lump sum payments.

Upon closing of this transaction in the third quarter of 2019, the
Company expects a non-cash pre-tax pension settlement charge of
approximately $1.5 billion – $2 billion, which will be excluded from its
non-GAAP results. Non-GAAP pension related income contributing
approximately $0.05 EPS in 2018 is not expected to be recognized in 2019.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company whose mission
is to discover, develop and deliver innovative medicines that help
patients prevail over serious diseases. For more information about
Bristol-Myers Squibb, visit us at BMS.com
or follow us on LinkedIn,
Twitter,
YouTube
and Facebook.

About Athene Holding Ltd.

Athene Holding Ltd., through its subsidiaries, is a leading retirement
services company that issues, reinsures and acquires retirement savings
products designed for the increasing number of individuals and
institutions seeking to fund retirement needs. The products offered by
Athene Holding Ltd. include:

  • Retail fixed and fixed indexed annuity products;
  • Reinsurance arrangements with third-party annuity providers; and
  • Institutional products, such as funding agreements and group annuity
    contracts related to pension risk transfers.

Athene Holding Ltd. had total assets of $118.2 billion as of
September 30, 2018. Athene Holding Ltd.’s principal subsidiaries include
Athene Annuity Life Assurance Company, a Delaware-domiciled insurance
company, Athene Annuity and Life Company, an Iowa-domiciled insurance
company, Athene Annuity Life Assurance Company of New York, a New
York-domiciled insurance company and Athene Life Re Ltd., a
Bermuda-domiciled reinsurer.

Further information about Athene Holding Ltd. and its subsidiaries can
be found at www.athene.com.

Use of Non-GAAP Financial Information

This press release contains non-GAAP financial measures, including
non-GAAP earnings-per-share (EPS) information, that are adjusted to
exclude certain costs, expenses, gains and losses and other specified
items that are evaluated on an individual basis. These items are
adjusted after considering their quantitative and qualitative aspects
and typically have one or more of the following characteristics, such as
being highly variable, difficult to project, unusual in nature,
significant to the results of a particular period or not indicative of
future operating results. Similar charges or gains were recognized in
prior periods and will likely reoccur in future periods including
restructuring costs, accelerated depreciation and impairment of
property, plant and equipment and intangible assets, RD charges in
connection with the acquisition or licensing of third party intellectual
property rights, divestiture and equity investment gains or losses,
upfront payments from out-licensed assets, pension charges, legal and
other contractual settlements and debt redemption gains or losses, among
other items. Non-GAAP information is intended to portray the results of
our baseline performance, supplement or enhance management, analysts and
investors overall understanding of our underlying financial performance
and facilitate comparisons among current, past and future periods. For
example, non-GAAP EPS information is an indication of our baseline
performance before items that are considered by us to not be reflective
of our ongoing results. In addition, this information is among the
primary indicators we use as a basis for evaluating performance,
allocating resources, setting incentive compensation targets and
planning and forecasting for future periods. This information is not
intended to be considered in isolation or as a substitute for diluted
EPS prepared in accordance with GAAP.

Bristol-Myers Squibb Forward-Looking Statement

This press release contains “forward-looking statements” as that term
is defined in the Private Securities Litigation Reform Act of 1995. 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. No
forward-looking statement can be guaranteed. Among other risks, there is
no guarantee that the transaction will occur on the terms or within the
time frame described in this release.
Forward-looking statements
in this press release should be evaluated together with the many risks
and uncertainties that affect Bristol-Myers Squibb’s business, including
those identified in Bristol-Myers Squibb’s Annual Report on Form 10-K
for the year ended December 31, 2017, in our Quarterly Reports on Form
10-Q and our Current Reports on Form 8-K. Bristol-Myers Squibb
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise
.

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