Debt
The following table shows the principal amount and carrying value of the Company’s outstanding debt, less unamortized discount and issuance costs as applicable, as of December 31, 2025 and 2024:
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| December 31, 2025 | | December 31, 2024 |
| Principal Amount | | Carrying Value | | Principal Amount | | Carrying Value |
6.10% Senior Notes due February 2026 | $ | — | | | $ | — | | | $ | 175.0 | | | $ | 174.3 | |
4.90% Senior Notes due March 2028 | 300.0 | | | 299.0 | | | 300.0 | | | 298.6 | |
3.70% Senior Notes due February 2030 | 350.0 | | | 348.5 | | | 350.0 | | | 348.2 | |
2.65% Senior Notes due January 2032 | 350.0 | | | 347.7 | | | 350.0 | | | 347.3 | |
6.75% Senior Notes due February 2034 | 275.0 | | | 273.1 | | | 275.0 | | | 272.8 | |
5.55% Senior Notes due February 2036 | 300.0 | | | 296.1 | | | — | | | — | |
7.00% Fixed-to-Floating Rate Subordinated Notes due March 2048 (1) | 400.0 | | | 398.3 | | | 400.0 | | | 397.7 | |
5.25% Subordinated Notes due January 2061 | 250.0 | | | 244.2 | | | 250.0 | | | 244.2 | |
Total Debt | | | $ | 2,206.9 | | | | | $ | 2,083.1 | |
(1)Bears a 7.00% annual interest rate from March 2018 to March 2028 and an annual interest rate equal to three-month LIBOR plus 4.135% thereafter. Under the terms of the debt agreement, a substitute or successor base rate will be used since the LIBOR base rate has been discontinued.
For the years ended December 31, 2025, 2024 and 2023, interest expense was $109.7 million, $107.0 million and $108.0 million, respectively. Interest expense includes derivative-related activities described in the interest rate derivatives section below. There was $36.0 million and $33.5 million of accrued interest as of December 31, 2025 and 2024, respectively. Interest paid on debt was $107.2 million, $107.4 million and $107.4 million for the years ended December 31, 2025, 2024 and 2023.
Debt Issuances
Senior Notes
2036 Senior Notes: In August 2025, the Company issued senior notes due February 2036 with an aggregate principal amount of $300.0 million, which bear interest at a rate of 5.55% per year and were issued at a 0.322% discount to the public (the “2036 Senior Notes”). Interest on the 2036 Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026. Prior to November 15, 2035, the Company may redeem all or part of the 2036 Senior Notes at a redemption price equal to 100% of the aggregate principal amount of the 2036 Senior Notes to be redeemed, plus a make-whole premium as described in the 2036 Senior Notes and accrued and unpaid interest up to the redemption date. On or after that date, the Company may redeem all or part of the 2036 Senior Notes at any time at a redemption price equal to 100% of the aggregate principal amount of the 2036 Senior Notes to be redeemed, plus accrued and unpaid interest up to the redemption date.
2026 Senior Notes: In February 2023, the Company issued senior notes due February 2026 with an aggregate principal amount of $175.0 million, which bore interest at a rate of 6.10% per year and were issued at a 0.035% discount to the public (the “2026 Senior Notes”). Interest on the 2026 Senior Notes was payable semi-annually in arrears on February 27 and August 27 of each year, beginning on August 27, 2023. In August 2025, the Company used the net proceeds from the sale of the 2036 Senior Notes to redeem all of the 2026 Senior Notes at a make-whole premium plus accrued and unpaid interest up to the redemption date, to pay related fees and expenses, and for general corporate purposes. In connection with the redemption, the Company recognized a net loss from the extinguishment of the debt of $1.3 million, which included the make-whole premium and the remaining deferred debt issuance costs for the 2026 Senior Notes, partially offset by a gain from the termination of a hedge of the interest rate risk associated with the redeemed notes. Refer to the Interest Rate Derivatives section below for more information.
2032 Senior Notes: In June 2021, the Company issued senior notes with an aggregate principal amount of $350.0 million, which bear interest at a rate of 2.65% per year, mature in January 2032 and were issued at a 0.158% discount to the public (the “2032 Senior Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022. Prior to October 15, 2031, the Company may redeem the 2032 Senior Notes at any time in whole or from time to time in part at a make-whole premium plus accrued and unpaid interest. On or after that date, the Company may redeem the 2032 Senior Notes at any time in whole or from time to time in part at a redemption price equal to 100% of the aggregate principal amount being redeemed plus accrued and unpaid interest.
2030 Senior Notes: In August 2019, the Company issued senior notes with an aggregate principal amount of $350.0 million, which bear interest at a rate of 3.70% per year, mature in February 2030 and were issued at a 0.035% discount to the public (the “2030 Senior Notes”). Interest is payable semi-annually in arrears beginning in February 2020. Prior to November 2029, the Company may redeem the 2030 Senior Notes at any time in whole or from time to time in part at a make-whole premium plus accrued and unpaid interest. On or after that date, the Company may redeem the 2030 Senior Notes at any time in whole or from time to time in part at a redemption price equal to 100% of the aggregate principal amount being redeemed plus accrued and unpaid interest.
2028 Senior Notes: In March 2018, the Company issued senior notes with an aggregate principal amount of $300.0 million, which bear interest at 4.90% per year, mature in March 2028 and were issued at a 0.383% discount to the public (the “2028 Senior Notes”). Interest on the 2028 Senior Notes is payable semi-annually. Prior to December 2027, the Company may redeem the 2028 Senior Notes at any time in whole or from time to time in part at a make-whole premium plus accrued and unpaid interest. On or after that date, the Company may redeem the 2028 Senior Notes at any time in whole or from time to time in part at a redemption price equal to 100% of the aggregate principal amount being redeemed plus accrued and unpaid interest.
The interest rate payable on each of the 2028 Senior Notes, 2030 Senior Notes and 2032 Senior Notes will be subject to adjustment from time to time, if either Moody’s Investor Service, Inc. (“Moody’s”) or S&P Global Ratings, a division of S&P Global Inc. (“S&P”) downgrades the credit rating assigned to such series of senior notes to Ba1 or below or to BB+ or below, respectively, or subsequently upgrades the credit ratings once the senior notes are at or below such levels. The following table details the increase in interest rate over the issuance rate by rating with the impact equal to the sum of the number of basis points next to such rating for a maximum increase of 200 basis points over the issuance rate:
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| | Rating Agencies | | |
Rating Levels | | Moody’s (1) | | S&P (1) | | Interest Rate Increase (2) |
1 | | Ba1 | | BB+ | | 25 basis points |
2 | | Ba2 | | BB | | 50 basis points |
3 | | Ba3 | | BB- | | 75 basis points |
4 | | B1 or below | | B+ or below | | 100 basis points |
(1)Including the equivalent ratings of any substitute rating agency.
(2)Applies to each rating agency individually.
In February 2004, the Company issued senior notes with an aggregate principal amount of $475.0 million at a 0.61% discount to the public, which bear interest at 6.75% per year and matures in February 2034. Interest is payable semi-annually. These senior notes are not redeemable prior to maturity. In December 2016 and August 2019, the Company completed cash tender offers of $100.0 million each in aggregate principal amount of such senior notes.
Subordinated Notes
2061 Subordinated Notes: In November 2020, the Company issued subordinated notes due January 2061 with a principal amount of $250.0 million, which bear interest at an annual rate of 5.25% (the “2061 Subordinated Notes”). Interest is payable quarterly in arrears beginning in April 2021. On or after January 2026, the Company may redeem the 2061 Subordinated Notes in whole at any time or in part from time to time, at a redemption price equal to their principal amount plus accrued and unpaid interest, provided that if they are not redeemed in whole, a minimum amount must remain outstanding. At any time prior to January 2026, the Company may redeem the 2061 Subordinated Notes in whole but not in part, within 90 days after the occurrence of a tax event, rating agency event or regulatory capital event as defined in the global note representing the 2061 Subordinated Notes, at a redemption price equal to (i) with respect to a rating agency event, 102% of their principal amount and (ii) with respect to a tax event or a regulatory capital event, their principal amount plus accrued and unpaid interest. See below, under 2048 Subordinated Notes (as defined below), for more information on terms applicable to both series.
2048 Subordinated Notes: In March 2018, the Company issued fixed-to-floating rate subordinated notes due March 2048 with principal amount of $400.0 million (the “2048 Subordinated Notes”), which bear interest from March 2018 to March 2028 at an annual rate of 7.00%, payable semi-annually. The 2048 Subordinated Notes will bear interest at an annual rate equal to three-month LIBOR plus 4.135%, payable quarterly, beginning in June 2028. Under the terms of the debt agreement, a substitute or successor base rate will be used since the LIBOR base rate has been discontinued. On or after March 2028, the Company may redeem the 2048 Subordinated Notes in whole at any time or in part from time to time, at a redemption price equal to their principal amount plus accrued and unpaid interest, provided that if they are not redeemed in whole, a minimum amount must remain outstanding. At any time prior to March 2028, the Company may redeem the 2048 Subordinated Notes in whole but not in part, within 90 days after the occurrence of a tax event, rating agency event or regulatory capital event as defined in the global note representing the 2048 Subordinated Notes, at a redemption price equal to (i) with respect to a rating agency event, 102% of their principal amount and (ii) with respect to a tax event or a regulatory capital event, their principal amount plus accrued and unpaid interest.
In addition, so long as no event of default with respect to the 2048 Subordinated Notes and 2061 Subordinated Notes (together, the “Subordinated Notes”) has occurred and is continuing, the Company has the right, on one or more occasions, to defer the payment of interest on the Subordinated Notes for one or more consecutive interest periods for up to five years as described in the global note representing the Subordinated Notes. During a deferral period, interest will continue to accrue on the Subordinated Notes at the then-applicable interest rate. At any time when the Company has given notice of its election to defer interest payments on the Subordinated Notes, the Company generally may not make payments on or redeem or purchase any shares of the Company’s capital stock or any of its debt securities or guarantees that rank upon the Company’s liquidation on a parity with or junior to the Subordinated Notes, subject to certain limited exceptions.
Credit Facility and Commercial Paper Program
In June 2025, the Company entered into a $500.0 million five-year senior unsecured revolving credit facility (the “Credit Facility”) with certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as syndication agent. The Credit Facility replaced the prior $500.0 million five-year senior unsecured revolving credit facility (the “Prior Credit Facility”), which terminated upon the effectiveness of the Credit Facility. The Credit Facility provides for revolving loans and the issuance of multi-bank, syndicated letters of credit and letters of credit from a sole issuing bank in an aggregate amount of $500.0 million, which may be increased up to $750.0 million. The Credit Facility is available until June 2030, provided the Company is in compliance with all covenants. The Credit Facility has a sublimit for letters of credit issued thereunder of $50.0 million. The proceeds from these loans may be used for the commercial paper program or for general corporate purposes.
The Company made no borrowings under the Credit Facility or the Prior Credit Facility during the year ended December 31, 2025, and no loans were outstanding under the Credit Facility as of December 31, 2025.
The Company’s commercial paper program requires the Company to maintain liquidity facilities either in an available amount equal to any outstanding notes from the program or in an amount sufficient to maintain the ratings assigned to the notes issued from the program. The Company’s commercial paper is rated AMB-1+ by A.M. Best, P-2 by Moody’s and A-2 by S&P. The Company’s subsidiaries do not maintain commercial paper or other borrowing facilities. This program is backed up by the Credit Facility, of which $500.0 million was available at December 31, 2025.
The Company did not use the commercial paper program during the years ended December 31, 2025 or 2024 and there were no amounts relating to the commercial paper program outstanding as of December 31, 2025 or 2024.
Covenants
The Credit Facility contains restrictive covenants including:
(i)Maintenance of a maximum consolidated total debt to capitalization ratio on the last day of any fiscal quarter of not greater than 0.35 to 1.0, subject to certain exceptions; and
(ii)Maintenance of a consolidated adjusted net worth in an amount not less than a “Minimum Amount” equal to the sum of (a) $4.64 billion, (b) 25% of consolidated net income (if positive) for each fiscal quarter ending after June 30, 2025 and (c) 25% of the net cash proceeds received from any capital contribution to, or issuance of any capital stock, disqualified capital stock and hybrid securities.
In the event of a breach of certain covenants, all obligations under the Credit Facility, including unpaid principal and accrued interest and outstanding letters of credit, may become immediately due and payable.
Interest Rate Derivatives
From time to time, the Company has entered into derivative transactions to hedge the risk associated with changes in interest rates in anticipation of debt issuances. The Company determined that the derivatives qualified for hedge accounting as effective cash flow hedges and recognized deferred gains (losses) upon settlement that were reported through other comprehensive income. The deferred gains (losses) are recognized as a reduction (addition) in interest expense related to the 2026 Senior Notes, the 2028 Senior Notes, 2036 Senior Notes and the 2048 Subordinated Notes on an effective yield basis. The amortization of the net deferred gain was $2.6 million, $2.7 million and $2.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. The remaining total deferred gain as of December 31, 2025 and 2024 was $4.5 million and $8.1 million, respectively.