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Capital Structure | 12 Months Ended
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Dec. 31, 2025
Capital Structure |
Capital Structure |
Note 12 | Capital Structure
Debt includes senior notes, senior debentures, subordinated debentures and junior subordinated debentures issued by the Corporation. The Company classifies any borrowings which have a maturity of twelve months or less at inception as short-term debt. As of December 31, 2025 and 2024, the Company did not have any short-term borrowings.
Total debt outstanding
|  | As of December 31,
($ in millions) |  | 2025 |  | 2024
0.750% Senior Notes, due 2025 (1) |  | $ | — |  |  | $ | 600 |
3.280% Senior Notes, due 2026 (1) |  | 550 |  |  | 550 |
5.050% Senior Notes, due 2029 (1) |  | 500 |  |  | 500 |
1.450% Senior Notes, due 2030 (1) |  | 600 |  |  | 600 |
Due in one year through five years |  | 1,650 |  |  | 2,250 |
6.125% Senior Notes, due 2032 (1) |  | 159 |  |  | 159 |
5.250% Senior Notes due 2033 (1) |  | 750 |  |  | 750 |
5.350% Senior Notes due 2033 (1) |  | 323 |  |  | 323 |
5.550% Senior Notes due 2035 (1) |  | 546 |  |  | 546 |
Due after five years through ten years |  | 1,778 |  |  | 1,778 |
5.950% Senior Notes, due 2036 (1) |  | 386 |  |  | 386 |
6.900% Senior Debentures, due 2038 |  | 165 |  |  | 165 |
5.200% Senior Notes, due 2042 (1) |  | 62 |  |  | 62 |
4.500% Senior Notes, due 2043 (1) |  | 500 |  |  | 500 |
4.200% Senior Notes, due 2046 (1) |  | 700 |  |  | 700 |
3.850% Senior Notes, due 2049 (1) |  | 500 |  |  | 500 |
Floating Rate Subordinated Debentures, due 2053 |  | 500 |  |  | 500 |
Floating Rate Subordinated Debentures, due 2053 |  | 800 |  |  | 800 |
6.500% Junior Subordinated Debentures, due 2067 |  | 500 |  |  | 500 |
Due after ten years |  | 4,113 |  |  | 4,113 |
Long-term debt total principal |  | 7,541 |  |  | 8,141 |
Debt issuance costs (2) |  | (51) |  |  | (56) |
Total debt |  | $ | 7,490 |  |  | $ | 8,085 |
(1)Senior Notes are subject to redemption at the Company’s option in whole or in part at any time at the greater of either 100% of the principal amount plus accrued and unpaid interest to the redemption date or the discounted sum of the present values of the remaining scheduled payments of principal and interest and accrued and unpaid interest to the redemption date. (2)Unamortized debt issuance costs are reported in debt and are amortized over the expected period the debt will remain outstanding. Debt maturities
Debt maturities for each of the next five years and thereafter (excluding issuance costs and other)
($ in millions) |  |
2026 |  | $ | 550 |
2027 |  | — |
2028 |  | — |
2029 |  | 500 |
2030 |  | 600 |
Thereafter |  | 5,891 |
Total long-term debt principal |  | $ | 7,541 |
Repayment of debt On December 15, 2025, the Company repaid, at maturity, $600 million of 0.75% Senior Notes. Subordinated Debentures The Subordinated Debentures may be redeemed in whole at any time or in part from time to time at their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; provided that if the Subordinated Debentures are not redeemed in whole, at least $25 million aggregate principal amount must remain outstanding. Interest on the $500 million Subordinated Debentures is payable quarterly at the annual rate equal to the three-month SOFR plus 3.427% and interest on the $800 million Subordinated Debentures is payable quarterly at an annual rate equal to the three-month SOFR plus 3.200%. Junior Subordinated Debentures As of December 31, 2025, the Company had outstanding $500 million of Series A 6.500% Fixed-to-Floating Rate Junior Subordinated Debentures (“Junior Subordinated Debentures”). The scheduled maturity date for the Debentures is May 15, 2057 with a final maturity date of May 15, 2067. The Junior Subordinated Debentures may be redeemed (i) in whole or in part, at any time on or after May 15, 2037 at the principal amount plus accrued and unpaid interest to the date of redemption, or (ii) in certain circumstances, in whole or in part, prior to May 15, 2037 at the principal amount plus accrued and unpaid interest to the date of redemption or, if greater, a make-whole price. Interest on the Junior Subordinated Debentures is payable semi-annually at the stated fixed annual rate to May 15, 2037, and then payable quarterly at an annual rate equal to the CME Term SOFR Reference Rate published for a three-month tenor plus a spread adjustment of 0.26161%. The Company may elect at one or more times to defer payment of interest on the Junior Subordinated Debentures for one or more consecutive interest periods that do not exceed 10 years. Interest compounds during such deferral periods at the rate in effect for each period. The interest deferral feature obligates the Company in certain circumstances to issue common stock or certain other types of securities if it cannot otherwise raise sufficient funds to make the required interest payments. The Company has reserved 75 million shares of its authorized and unissued common stock to satisfy this obligation. The terms of the Subordinated Debentures and Junior Subordinated Debentures prohibit the Company from declaring or paying any dividends or distributions on common or preferred stock or redeeming, purchasing, acquiring, or making liquidation payments on common stock or preferred stock if the Company has elected to defer interest payments on the Subordinated Debentures or Junior Subordinated Debentures, respectively, subject to certain limited exceptions. In connection with the issuance of the Junior Subordinated Debentures, the Company entered into a replacement capital covenant (“RCC”). This covenant was not intended for the benefit of the holders of the Junior Subordinated Debentures and could not be enforced by them. Rather, it was for the benefit of holders of one or more other designated series of the Company’s indebtedness (“covered debt”), currently the $800 million Floating Rate Subordinated Debentures due in 2053. Pursuant to the RCC, the Company has agreed that it will not repay, redeem, or purchase the Junior Subordinated Debentures on or before May 15, 2067 (or such earlier date on which the RCC terminates by its terms) unless, subject to certain limitations, the Company has received net cash proceeds in specified amounts from the sale of common stock or certain other qualifying securities. The promises and covenants contained in the RCC will not apply if (i) S&P upgrades the Company’s issuer credit rating to A or above, (ii) the Company redeems the Junior Subordinated Debentures due to a tax event, (iii) after notice of redemption has been given by the Company and a market disruption event occurs preventing the Company from raising proceeds in accordance with the RCC, or (iv) the Company repurchases or redeems up to 10% of the outstanding principal of the Junior Subordinated Debentures in any one-year period, provided that no more than 25% will be so repurchased, redeemed or purchased in any ten-year period. The RCC terminates in 2067. The RCC will terminate prior to its scheduled termination date if (i) the Junior Subordinated Debentures are no longer outstanding and the Company has fulfilled its obligations under the RCC or it is no longer applicable, (ii) the holders of a majority of the then-outstanding principal amount of the then-effective series of covered debt consent to agree to the termination of the RCC, (iii) the Company does not have any series of outstanding debt that is eligible to be treated as covered debt under the RCC, (iv) the Junior Subordinated Debentures are accelerated as a result of an event of default, (v) certain rating agency or change in control events occur, (vi) S&P, or any successor thereto, no longer assigns a solicited rating on senior debt issued or guaranteed by the Company, or (vii) the termination of the RCC would have no effect on the equity credit provided by S&P with respect to the Junior Subordinated Debentures. An event of default, as defined by the supplemental indenture, includes default in the payment of interest or principal and bankruptcy proceedings. Other capital resources To manage short-term liquidity, the Company maintains a commercial paper program with a borrowing capacity up to $750 million. In addition, the Company has access to an unsecured revolving credit facility agreement with a borrowing limit of $750 million. The maturity date is November 2027. This facility contains an increase provision that would allow up to an additional $500 million of borrowing. This facility has a financial covenant requiring the Company not to exceed a 37.5% debt to capitalization ratio as defined in the agreement. Although the right to borrow under the facility is not subject to a minimum rating requirement, the costs of maintaining the facility and borrowing under it are based on the ratings of the Company’s senior unsecured, unguaranteed long-term debt. The total amount outstanding at any point in time under the combination of the commercial paper program and the credit facility cannot exceed the amount that can be borrowed under the credit facility. As of December 31, 2025 or 2024, there were no balances outstanding for the credit facility or the commercial paper facility. The Company paid $395 million, $395 million and $355 million of interest on debt in 2025, 2024 and 2023, respectively. The Company had $258 million and $215 million of investment-related debt that is reported in other liabilities and accrued expenses as of December 31, 2025 and 2024, respectively. The Company has access to a universal shelf registration statement with the SEC that was filed on April 30, 2024 and expires in 2027. The registration statement covers an unspecified amount of debt securities, common stock, preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units. Common stock The Company had 900 million shares of issued common stock of which 260 million shares were outstanding and 640 million shares were held in treasury as of December 31, 2025. In 2025, the Company acquired 6 million shares and reissued 1 million net shares under equity incentive plans. Preferred stock All outstanding preferred stock represents noncumulative perpetual preferred stock with a $1.00 par value per share and a liquidation preference of $25,000 per share.
Total preferred stock outstanding |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | As of December 31, |  | Aggregate liquidation preference ($ in millions) |  |  |  | Dividend per depository share (1) |  | Aggregate dividend payment ($ in millions) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2025 |  | 2024 |  | 2025 |  | 2024 |  | Dividend rate |  | 2025 |  | 2024 |  | 2023 |  | 2025 |  | 2024 |  | 2023 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series G (2) |  | — |  |  | — |  |  | $ | — |  |  | $ | — |  |  | 5.625 | % |  | $ | — |  |  | $ | — |  |  | $ | 0.70 |  |  | $ | — |  |  | $ | — |  |  | $ | 16 |  | (3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series H |  | 46,000 |  |  | 46,000 |  |  | 1,150.0 |  |  | 1,150.0 |  |  | 5.100 |  |  | 1.28 |  |  | 1.28 |  |  | 1.28 |  |  | 59 |  |  | 59 |  |  | 59 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series I |  | 12,000 |  |  | 12,000 |  |  | 300.0 |  |  | 300.0 |  |  | 4.750 |  |  | 1.19 |  |  | 1.19 |  |  | 1.19 |  |  | 14 |  |  | 14 |  |  | 14 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series J |  | 24,000 |  |  | 24,000 |  |  | 600.0 |  |  | 600.0 |  |  | 7.375 |  |  | 1.84 |  |  | 1.84 |  |  | 0.75 |  |  | 44 |  |  | 44 |  |  | 18 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total |  | 82,000 |  |  | 82,000 |  |  | $ | 2,050 |  |  | $ | 2,050 |  |  |  |  |  |  |  |  |  |  | $ | 117 |  |  | $ | 117 |  |  | $ | 107 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(1)Each depository share represents a 1/1,000 th interest in a share of preferred stock. (2)On April 17, 2023, the Company redeemed all outstanding shares of Preferred Stock Series G. (3)Excludes $18 million related to original issuance costs in preferred stock dividends on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Equity as a result of the preferred stock redemption. The preferred stock ranks senior to the Company’s common stock with respect to the payment of dividends and liquidation rights. The Company will pay dividends on the preferred stock on a noncumulative basis only when, as and if declared by the Company’s board of directors (or a duly authorized committee of the board) and to the extent that the Company has legally available funds to pay dividends. If dividends are declared on the preferred stock, they will be payable quarterly in arrears at an annual fixed rate. Dividends on the preferred stock are not cumulative. Accordingly, in the event dividends are not declared on the preferred stock for payment on any dividend payment date, then those dividends will cease to be payable. If the Company has not declared a dividend before the dividend payment date for any dividend period, the Company has no obligation to pay dividends for that dividend period, whether or not dividends are declared for any future dividend period. No dividends may be paid or declared on the Company’s common stock and no shares of the Company’s common stock may be repurchased unless the full dividends for the latest completed dividend period on the preferred stock have been declared and paid or provided for. The preferred stock does not have voting rights except with respect to certain changes in the terms of the preferred stock, in the case of certain dividend nonpayment, certain other fundamental corporate events, mergers or consolidations and as otherwise provided by law. If and when dividends have not been declared and paid in full for at least six quarterly dividend periods or their equivalent (whether or not consecutive), the authorized number of directors then constituting the Company’s board of directors will be increased by two. The holders of the preferred stock, together with the holders of all other affected classes and series of voting parity stock, voting as a single class, will be entitled to elect the two additional members of the board of directors of the Company, subject to certain conditions. The board of directors shall at no time have more than two preferred stock directors. The preferred stock is perpetual and has no maturity date. The preferred stock is redeemable at the Company’s option in whole or in part, on or after October 15, 2024 for Series H, January 15, 2025 for Series I and July 15, 2028 for Series J at a redemption price of $25,000 per share, plus declared and unpaid dividends. Prior to July 15, 2028 for Series J, the preferred stock is redeemable at the Company’s option, in whole but not in part, within 90 days after the occurrence of certain regulatory capital events at a redemption price equal to $25,000 per share or within 90 days after the occurrence of a certain rating agency event at a redemption price equal to $25,500 per share, plus declared and unpaid dividends.

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- Definition The entire disclosure on debt and capital stock. The disclosure on debt includes information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Also includes the entire disclosure on preferred stock for terms, amounts, nature of changes, rights and privileges, dividends, and other matters related to preferred stock. + References No definition available. + Details
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