Athene Holding Ltd.

We face competition from a variety of large and small industry participants, including diversified financial institutions and insurance and reinsurance companies. These companies compete in one form or another for the growing pool of retirement assets driven by a number of external factors such as the continued aging of the population and the reduction in safety nets provided by governments and private employers. In the markets in which we operate, scale and the ability to provide value-added services and build long-term relationships are important factors to compete effectively. See Item 1A. Risk Factors–Risks Relating to Our Business Operations–We operate in a highly competitive industry that includes a number of competitors, which could limit our ability to achieve our growth strategies and could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects for further discussion on competitive risks. We believe that our leading presence in the retirement services market, diverse range of capabilities and broad distribution network uniquely position us to effectively serve consumers’ increasing demand for retirement solutions.

We experience competition in the annuity market from traditional carriers and new entrants. Principal competitive factors for fixed annuities are initial crediting rates, reputation for renewal crediting action, product features, brand recognition, customer service, distribution capabilities and financial strength ratings of the provider. Competition may affect, among other matters, both business growth and the pricing of our products and services. See Item 7.–Management’s Discussion and Analysis of Financial Condition and Results of Operations–US Industry Trends and Competition–Competition for a discussion of our ranking and market share within the total annuity, total fixed annuity, FIA and RILA markets.

Reinsurance markets are highly competitive, as well as cyclical by product and market. Within the reinsurance market, we compete with other insurance and reinsurance companies based on many factors, including, among other things, financial strength, pricing and other terms and conditions of reinsurance agreements, reputation, service, and experience in the types of business underwritten. The impact of these and other factors is generally not consistent across lines of business, domestic and international geographical areas, and distribution channels.

We encounter strong competition within our institutional channel. With respect to funding agreements, namely those issued in connection with our FABN program, we compete with other insurers that have active FABN programs. Within the funding agreement market, we compete primarily on the basis of financial strength and interest rates. With respect to guaranteed investment contracts, we compete with other insurers that have an active guaranteed investment contract program primarily on the basis of interest rates. With respect to group annuities, we compete with other insurers that offer such annuities. Within the pension group annuities market, we compete primarily on the basis of participant security, price, underwriting, investment capabilities and our ability to provide quality service to the corporate sponsor’s pension participants. Within the group annuity market for defined contribution plans, we compete primarily on overall product features and design, brand recognition and financial strength ratings.

Finally, we experience competition in the market for acquisition targets and profitable blocks of insurance. Such competition has intensified as insurance businesses become more attractive acquisition targets for both other insurance companies and financial institutions and as the already substantial consolidation in the financial services industry continues. We compete for potential acquisition and block reinsurance opportunities based on a number of factors including perceived financial strength, brand recognition, reputation and the pricing we are able to offer, which, to the extent we determine to finance a transaction, is in turn dependent on our ability to do so on suitable terms. We have demonstrated patience in only pursuing transactions that meet our internal risk and return objectives. With the backdrop of increasing competition, we believe our demonstrated ability to source and consummate large and complex transactions and our inroads in other adjacent markets, including the Japanese savings market, is a competitive advantage over other potential acquirers.