v3.24.0.1
Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt
15. Debt

Company debt consisted of the following:

December 31, 2023December 31, 2022
(In millions, except percentages)Maturity DateOutstanding BalanceFair ValueOutstanding BalanceFair Value
Asset Management
4.00% 2024 Senior Notes1,2
May 30, 2024$499 $496 
4
$499 $486 
4
4.40% 2026 Senior Notes1,2
May 27, 2026498 490 
4
498 476 
4
4.87% 2029 Senior Notes1,2
February 15, 2029675 664 
4
675 639 
4
2.65% 2030 Senior Notes1,2
June 5, 2030496 432 
4
495 407 
4
6.38% 2033 Senior Notes1,2
November 15, 2033492 539 
4
— — 
5.00% 2048 Senior Notes1,2
March 15, 2048297 275 
4
297 262 
4
4.95% 2050 Subordinated Notes1,2
January 14, 2050297 283 
4
297 252 
4
7.63% 2053 Subordinated Notes1,2
September 15, 2053584 652 
5
— — 
1.70% Secured Borrowing II
April 15, 203214 14 
4
18 17 
4
1.30% 2016 AMI Term Facility I
January 15, 202519 19 
3
18 18 
3
2.00% 2016 AMI Term Facility II
October 18, 202412 12 
3
17 17 
3
3,883 3,876 2,814 2,574 
Retirement Services
4.13% 2028 Notes1
January 12, 20281,066 956 1,081 921 
6.15% 2030 Notes1
April 3, 2030593 516 606 508 
3.50% 2031 Notes1
January 15, 2031523 442 526 413 
6.65% 2033 Notes1
February 1, 2033395 427 395 398 
5.88% 2034 Notes1
January 15, 2034583 607 — — 
3.95% 2051 Notes1
May 25, 2051545 375 546 342 
3.45% 2052 Notes1
May 15, 2052504 337 504 311 
4,209 3,660 3,658 2,893 
Total Debt$8,092 $7,536 $6,472 $5,467 
1 Interest rate is calculated as weighted average annualized.
2 Includes amortization of note discount, as applicable, totaling $34 million and $16 million as of December 31, 2023 and December 31, 2022, respectively. Outstanding balance is presented net of unamortized debt issuance costs.
3 Fair value is based on a discounted cash flow method. These notes are classified as a Level 3 liability within the fair value hierarchy.
4 Fair value is based on broker quotes. These notes are valued using Level 2 inputs based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from external pricing services.
5 Fair value is based on quoted market prices. These notes are classified as a Level 1 liability within the fair value hierarchy.
Asset Management - Notes Issued

On August 23, 2023, AGM issued $600 million aggregate principal amount of its 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053 (the “2053 Subordinated Notes”). Subject to the Company’s right to defer the payment of interest for up to five years, interest on the 2053 Subordinated Notes is payable on a quarterly basis in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2023. The 2053 Subordinated Notes will bear interest at a fixed rate of 7.625% per year until December 15, 2028 (the “First Call Date”). On and after the First Call Date, on the five-year anniversary of the First Call Date and every five years thereafter, the interest rate on the 2053 Subordinated Notes will be reset to equal the Five-Year U.S. Treasury Rate (as defined in the indenture for the 2053 Subordinated Notes (the “Indenture”)) as of the most recent Reset Interest Determination Date (as defined in the Indenture) plus a spread of 3.226%. The 2053 Subordinated Notes will mature on September 15, 2053. The underwriting discount and related expenses are amortized into interest expense on the consolidated statements of operations over the term of the 2053 Subordinated Notes.

On November 13, 2023, AGM issued $500 million aggregate principal amount of its 6.375% Senior Notes due 2033 (the “2033 Senior Notes”), at an issue price of 99.271% of par. The 2033 Senior Notes will bear interest at a rate of 6.375% per annum and interest is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2024. The 2033 Senior Notes will mature on November 15, 2033. The underwriting discount and related expenses are amortized into interest expense on the consolidated statements of operations over the term of the 2033 Senior Notes.

The indentures governing the 2024 Senior Notes, the 2026 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2033 Senior Notes, the 2048 Senior Notes, the 2050 Subordinated Notes and the 2053 Subordinated Notes restrict the ability of AGM, AMH and the guarantors of the notes to incur indebtedness secured by liens on voting stock or profit participating equity interests of their respective subsidiaries, or merge, consolidate or sell, transfer or lease assets. The indentures also provide for customary events of default.

Retirement Services - Notes Issued

Athene’s senior unsecured notes are callable by AHL at any time. If called prior to three months before the scheduled maturity date, the price is equal to the greater of (1) 100% of the principal and any accrued and unpaid interest and (2) an amount equal to the sum of the present values of remaining scheduled payments, discounted from the scheduled payment date to the redemption date treasury rate plus a spread as defined in the applicable prospectus supplement and any accrued and unpaid interest.

On December 12, 2023, AHL issued $600 million aggregate principal amount of 5.875% Senior Notes due 2034 (the “2034 Notes”), at an issue price of 98.174% of par. AHL will pay interest on the 2034 Notes on January 15 and July 15 of each year, commencing on July 15, 2024. The 2034 Notes will mature on January 15, 2034. The underwriting discount and related expenses are amortized into policy and other operating expenses on the consolidated statements of operations over the term of the 2034 Notes.

Credit and Liquidity Facilities

The following table represents the Company’s credit and liquidity facilities as of December 31, 2023:

Instrument/FacilityBorrowing DateMaturity DateAdministrative AgentKey terms
Asset Management -
2022 AMH credit facility
N/AOctober 12, 2027Citibank
The commitment fee on the $1.0 billion undrawn 2022 AMH credit facility as of December 31, 2023 was 0.08%.
Retirement Services -
AHL credit facility
N/AJune 30, 2028Citibank
The borrowing capacity under the AHL credit facility is $1.25 billion, subject to being increased up to $1.75 billion in total.
Retirement Services -
AHL liquidity facility
N/AJune 28, 2024Wells Fargo Bank
The borrowing capacity under the AHL liquidity facility is $2.6 billion, subject to being increased up to $3.1 billion in total.
Asset Management - Credit Facility

On October 12, 2022, AMH, as borrower, entered into a $1.0 billion revolving credit facility with Citibank, N.A., as administrative agent, which matures on October 12, 2027 (“2022 AMH credit facility”). Borrowings under the 2022 AMH credit facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. As of December 31, 2023, AMH, the borrower under the facility, could incur incremental facilities in an aggregate amount not to exceed $250 million plus additional amounts so long as AMH was in compliance with a net leverage ratio not to exceed 4.00 to 1.00.

As of December 31, 2023, there were no amounts outstanding under the 2022 AMH credit facility and the Company was in compliance with all financial covenants under the facility.

Retirement Services - Credit Facility and Liquidity Facility

AHL Credit Facility—On June 30, 2023, AHL, ALRe, AUSA and AARe entered into a new, five-year revolving credit agreement with a syndicate of banks and Citibank, N.A. as administrative agent (“AHL credit facility”), which replaced Athene’s previous revolving credit agreement dated as of December 3, 2019. The previous agreement, and the commitments under it, terminated as of June 30, 2023. The AHL credit facility is unsecured and has a commitment termination date of June 30, 2028, subject to up to two one-year extensions, in accordance with the terms of the AHL credit facility. In connection with the AHL credit facility, AHL and AUSA guaranteed all of the obligations of AHL, ALRe, AARe and AUSA under the AHL credit facility and the related loan documents, and ALRe and AARe guaranteed certain of the obligations of AHL, ALRe, AARe and AUSA under the AHL credit facility and the related loan documents. The borrowing capacity under the AHL credit facility is $1.25 billion, subject to being increased up to $1.75 billion in total on the terms described in the AHL credit facility. The AHL credit facility contains various standard covenants with which Athene must comply, including the following:

1. Consolidated debt-to-capitalization ratio not to exceed 35%;
2. Minimum consolidated net worth of no less than $14.8 billion; and
3. Restrictions on Athene’s ability to incur liens, with certain exceptions.

Interest accrues on outstanding borrowings at either the adjusted term secured overnight financing rate plus a margin or the base rate plus a margin, with the applicable margin varying based on AHL’s debt rating. Rates and terms are as defined in the AHL credit facility. As of December 31, 2023 and 2022, there were no amounts outstanding under the current or previous AHL credit facilities and Athene was in compliance with all financial covenants under the facilities.

AHL Liquidity Facility—On June 30, 2023, AHL and ALRe entered into a new revolving credit agreement with a syndicate of banks and Wells Fargo Bank, National Association, as administrative agent, (“AHL liquidity facility”), which replaced Athene’s previous revolving credit agreement dated as of July 1, 2022. The previous credit agreement, and the commitments under it, expired on June 30, 2023. The AHL liquidity facility is unsecured and has a commitment termination date of June 28, 2024, subject to any extensions of additional 364-day periods with consent of extending lenders and/or “term-out” of outstanding loans (by which, at Athene’s election, the outstanding loans may be converted to term loans which shall have a maturity of up to one year after the original maturity date), in each case in accordance with the terms of the AHL liquidity facility. In connection with the AHL liquidity facility, ALRe guaranteed all of the obligations of AHL under the AHL liquidity facility and the related loan documents. The AHL liquidity facility will be used for liquidity and working capital needs to meet short-term cash flow and investment timing differences. The borrowing capacity under the AHL liquidity facility is $2.6 billion, subject to being increased up to $3.1 billion in total on the terms described in the AHL liquidity facility. The AHL liquidity facility contains various standard covenants with which Athene must comply, including the following:

1. ALRe minimum consolidated net worth of no less than $8.8 billion; and
2. Restrictions on Athene’s ability to incur liens, with certain exceptions.

Interest accrues on outstanding borrowings at the adjusted term secured overnight financing rate plus a margin or the base rate plus a margin, with applicable margin varying based on ALRe’s financial strength rating. Rates and terms are as defined in the AHL liquidity facility. As of December 31, 2023 and 2022, there were no amounts outstanding under the current or previous AHL liquidity facilities and Athene was in compliance with all financial covenants under the facilities.
Interest Expense

The following table presents the interest expense incurred related to the Company’s debt:

Years ended December 31,
(In millions)202320222021
Asset Management$145 $124 $138 
Retirement Services1
123 98 — 
Total Interest Expense$268 $222 $138 
Note: Debt issuance costs incurred are amortized into interest expense over the term of the debt arrangement, as applicable.
1 Interest expense for Retirement Services is included in policy and other operating expenses on the consolidated statements of operations.

Contractual Maturities

The table below presents the contractual maturities for the Company's debt arrangements as of December 31, 2023:

(In millions)2024
2025 - 2026
2027 - 2028
2029 and ThereafterTotal
Asset Management
Debt obligations$512 $519 $— $2,889 $3,920 
Retirement Services
Debt obligations— — 1,000 3,000 4,000 
Total Obligations as of December 31, 2023
$512 $519 $1,000 $5,889 $7,920