Research Update: Athene Holding Ltd. And Subsidiaries Assigned Ratings; Outlook Stable Primary Credit Analyst: Peggy H Poon, CFA, New York (1) 212-438-8617; peggy.poon@standardandpoors.com Secondary Contacts: Matthew T Carroll, CFA, New York (1) 212-438-3112; matthew.carroll@standardandpoors.com Donald H Chu, CFA, Toronto (1) 416-507-2506; donald.chu@standardandpoors.com Table Of Contents Overview Rating Action Rationale Outlook Related Criteria And Research Ratings List WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 25, 2014 1 1371455 | 301320771 Research Update: Athene Holding Ltd. And Subsidiaries Assigned Ratings; Outlook Stable Overview • We believe that AADE, AANY, and ALRe are core to the overall Athene group. • We are assigning ratings to AADE, AANY, ALRe, and AHL, and revising our outlook on all of the core companies in the Athene group to stable from negative. • The stable outlook reflects our prospective view of Athene's very strong capital adequacy. Rating Action On Nov. 25, 2014, Standard & Poor's Ratings Services assigned its 'A-' long-term counterparty and financial strength ratings to Athene Annuity & Life Assurance Co. of New York (AANY), Athene Annuity & Life Assurance Co. (AADE), and Athene Life Re Ltd. (ALRe). At the same time, we assigned our 'BBB' long-term counterparty credit rating to Athene Holding Ltd. (AHL). The outlook on the core companies of the Athene group (the aforementioned companies and Athene Annuity and Life Co. (AAIA) is stable. Rationale We assigned our 'A-' ratings to AADE, AANY, and ALRe based on our belief that all three entities are core to the overall group. ALRe is the Bermuda-based reinsurer of the group, to which approximately 80% of the overall group's onshore (U.S.) liabilities are ceded. We believe Athene would support ALRe under essentially any conditions, as default of ALRe would result in its assumed liabilities reverting to the onshore companies. The majority of the profits within the group will accrue to this company. ALRe also writes external reinsurance, but its current external business comprises less than 10% of its total reserves. AADE is the Delaware-domiciled lead insurance operating company in Athene's U.S. operations. The company is the direct owner of AAIA (the former Aviva U.S. operating company). It also has significant internal reinsurance, with more than 80% of its net reserves ceded via modified coinsurance to ALRe. It is fully integrated with the rest of the group from an operational perspective. We also consider AANY core to the overall group, as this company is the sole writer of New York business for Athene. The separate legal domicile is consistent with the 49-and-1 structure commonly used by U.S. national life insurance companies. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 25, 2014 2 1371455 | 301320771 Research Update: Athene Holding Ltd. And Subsidiaries Assigned Ratings; Outlook Stable We have also assigned our 'BBB' long-term counterparty credit rating to AHL, the nonoperating Bermuda-based holding company. In the U.S., holding company ratings are typically three notches lower than those on the operating company, reflecting significant structural subordination. Because the majority of profits (about 80%) will accrue to the Bermuda-based reinsurer, ALRe, we expect structural subordination to be reduced for the Bermuda-based holding company. We revised our outlook on the Athene group to reflect our expectation that capital redundancy will improve to, and remain at least, 'AA' beginning in 2015. Our forecast of capital adequacy includes the $1.1 billion of capital commitments that remains undrawn, but which we expect the company to call by April 2015. It also includes increases in required capital associated with the change in investment-portfolio allocations as the company deploys its yield-enhancement strategy, and net income that we expect the company to retain. The company's very strong capitalization will mitigate the riskiness of its investment portfolio, which we reflect in our revised assessment of the company's moderate risk position. Athene has a less-traditional investment strategy with a heavier weighting toward structured securities and alternative investments than most of its life insurance peers. Our capital analysis includes all of Athene's subsidiaries excluding ALIC, whose capital we consider ring-fenced and not fungible to support needs within the group. Outlook The stable outlook reflects our prospective view of Athene's very strong capital adequacy. We expect the company to generate and retain net income of at least $700 million in 2015–2017 on a combined statutory basis including both the U.S. statutory and the Bermuda statutory accounting regimes. Downside scenario We could lower the ratings if we expect capital adequacy to be insufficient to support the moderate risk profile, due to weaker-than expected earnings or dividends from the company. Upside scenario Although unlikely during the next two years, we could raise the ratings in the long term if Athene successfully executes its current annuity strategy while maintaining capital adequacy at 'AAA'. We could also raise the ratings if the company lowered its investment risk profile to be more in line with traditional life peers while maintaining capital adequacy of at least 'AA'. Related Criteria And Research • Group Rating Methodology, Nov. 19, 2013 • Insurers: Rating Methodology, May 7, 2013 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 25, 2014 3 1371455 | 301320771 Research Update: Athene Holding Ltd. And Subsidiaries Assigned Ratings; Outlook Stable • Enterprise Risk Management, May 7, 2013 • Methodology: Management And Governance Credit Factors For Corporate Entities And Insurers, Nov. 13, 2012 • Refined Methodology And Assumptions For Analyzing Insurer Capital Adequacy Using The Risk-Based Insurance Capital Model, June 7, 2010 • Use Of CreditWatch And Outlooks, Sept. 14, 2009 Ratings List New Rating Athene Annuity & Life Assurance Co. Athene Life Re Ltd. Athene Annuity & Life Assurance Co. of New York Counterparty Credit Rating Local Currency A-/Stable/-Financial Strength Rating Local Currency A-/Stable/-Athene Holding Ltd. Counterparty Credit Rating Local Currency BBB/Stable/-- Ratings Affirmed; Outlook Action Athene Annuity and Life Co. Counterparty Credit Rating Local Currency Financial Strength Rating Local Currency To From A-/Stable/-- A-/Negative/-- A-/Stable/-- A-/Negative/-- Complete ratings information is available to subscribers of RatingsDirect at www.globalcreditportal.com and at www.spcapitaliq.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 25, 2014 4 1371455 | 301320771 Copyright © 2014 Standard & Poor's Financial Services LLC, a part of McGraw Hill Financial. All rights reserved. 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