QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35897
Voya Financial, Inc.
(Exact name of registrant as specified in its charter)
Delaware
52-1222820
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
200 Park Avenue
New York, New York
10166
(212) 309-8200
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value
VOYA
New York Stock Exchange
Depositary Shares, each representing a 1/40th
VOYAPrB
New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, $0.01 par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 1, 2025, 96,417,788 shares of Common Stock, $0.01 par value, were outstanding.
This Quarterly Report on Form 10-Q, including "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) global market risks, including general economic conditions, interest rates, inflation, tariffs imposed or threatened by the U.S. or foreign governments and our ability to manage such risks; (ii) liquidity and credit risks, including financial strength or credit ratings downgrades, requirements to post collateral, and availability of funds through dividends from our subsidiaries or lending programs; (iii) strategic and business risks, including our ability to maintain market share, achieve desired results from our acquisitions and dispositions, or otherwise manage our third-party relationships; (iv) investment risks, including the ability to achieve desired returns and liquidate certain assets; (v) operational risks, including cybersecurity and privacy failures and our dependence on third parties; and (vi) tax, regulatory and legal risks, including limits on our ability to use deferred tax assets, changes in law, regulation or accounting standards, and our ability to comply with regulations. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under "Risk Factors," "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends and Uncertainties" in the Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q.
The risks included here are not exhaustive. Current reports on Form 8-K and other documents filed with the Securities and Exchange Commission ("SEC") include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all of them.
Fixed maturities, available-for-sale, at fair value (amortized cost of $28,144 and $26,536 as of 2025 and 2024, respectively; net of allowance for credit losses of $52 and $38 as of 2025 and 2024, respectively)
$
26,138
$
24,089
Fixed maturities, at fair value using the fair value option
1,874
1,849
Equity securities, at fair value
210
246
Short-term investments
189
94
Mortgage loans on real estate (net of allowance for credit losses of $19 and $24 as of 2025 and 2024, respectively)
5,512
4,675
Policy loans
331
342
Limited partnerships/corporations
1,970
1,836
Derivatives
199
303
Other investments
79
67
Securities pledged (amortized cost of $1,140 and $1,665 as of 2025 and 2024, respectively)
1,077
1,523
Total investments
37,579
35,024
Cash and cash equivalents
1,179
1,399
Short-term investments under securities loan agreements, including collateral delivered
1,004
1,042
Accrued investment income
414
396
Premium receivable and reinsurance recoverable (net of allowance for credit losses of $15 and $16 as of 2025 and 2024, respectively)
10,965
11,284
Deferred policy acquisition costs ("DAC") and Value of business acquired ("VOBA")
2,472
2,148
Deferred income taxes
1,979
2,134
Goodwill
804
748
Other intangibles, net
839
832
Other assets (net of allowance for credit losses of $1 as of 2025 and 2024)
3,283
2,312
Assets related to consolidated investment entities ("CIEs"):
Limited partnerships/corporations, at fair value
2,870
3,067
Cash and cash equivalents
142
115
Corporate loans, at fair value using the fair value option
1,399
1,434
Other assets
229
278
Assets held in separate accounts
107,278
101,676
Total assets
$
172,436
$
163,889
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Payables under securities loan and repurchase agreements, including collateral held
1,128
1,309
Short-term debt
447
399
Long-term debt
1,657
2,103
Derivatives
309
332
Other liabilities
2,846
2,886
Liabilities related to CIEs:
Collateralized loan obligations notes, at fair value using the fair value option
1,103
1,101
Other liabilities
1,450
1,640
Liabilities related to separate accounts
107,278
101,676
Total liabilities
$
165,883
$
157,882
Commitments and Contingencies (Note 18)
Mezzanine equity:
Redeemable noncontrolling interest
$
215
$
219
Shareholders' equity:
Preferred stock ($0.01 par value per share; $625 aggregate liquidation preference as of 2025 and 2024)
—
—
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 107,019,403 and 105,592,281 shares issued as of 2025 and 2024, respectively; 96,343,965 and 95,497,265 shares outstanding as of 2025 and 2024, respectively)
1
1
Treasury stock (at cost; 10,675,438 and 10,095,016 shares as of 2025 and 2024, respectively)
(796)
(754)
Additional paid-in capital
6,321
6,266
Accumulated other comprehensive income (loss)
(2,067)
(2,462)
Retained earnings:
Unappropriated
1,170
954
Total Voya Financial, Inc. shareholders' equity
4,629
4,005
Noncontrolling interest
1,709
1,783
Total shareholders' equity
6,338
5,788
Total liabilities, mezzanine equity and shareholders' equity
$
172,436
$
163,889
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
1. Business, Basis of Presentation and Significant Accounting Policies
Business
Voya Financial, Inc., together with its subsidiaries (collectively, the "Company"), is a financial services organization that offers a broad range of retirement services, group insurance and supplemental health products, investment management services and mutual funds primarily in the United States. On August 5, 2025, the Company announced it would return to using its prior segment names — Retirement and Employee Benefits, replacing Wealth Solutions and Health Solutions, respectively. The naming convention better reflects and aligns with the services and solutions the Company provides today in the client markets served by those segments. The change in names did not affect the amounts reported by segment in the Company's financial statements. The Company will continue to provide its products and services through three segments: Retirement, Investment Management and Employee Benefits. Activities not directly related to the Company's segments and certain run-off activities that are not meaningful to the Company's business strategy are included within Corporate. See the Segments Note to these Condensed Consolidated Financial Statements.
On January 2, 2025, the Company acquired the full-service retirement plan business of OneAmerica Financial. This acquisition was accomplished through the purchase of legal entities and an indemnity reinsurance agreement. The acquisition adds scale and a broader set of capabilities to the Company's full-service business in Retirement, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities and opportunities for distribution partnerships. The purchase consideration at closing included approximately $50 in cash paid, and contingent consideration of up to $160 payable in 2026, based on plan persistency and transition incentives.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are unaudited. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements include the accounts of Voya Financial, Inc. and its subsidiaries, as well as other voting interest entities ("VOEs") and variable interest entities ("VIEs") in which the Company has a controlling financial interest. See the Consolidated and Nonconsolidated Investment Entities Note to these Condensed Consolidated Financial Statements. Intercompany transactions and balances have been eliminated.
Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on Net income (loss) or Total shareholders’ equity.
The accompanying Condensed Consolidated Financial Statements are unaudited and reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Adoption of New Pronouncements
Profits Interest and Similar Awards
In March 2024, the FASB issued ASU 2024-01, "Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards" ("ASU 2024-01"), which clarifies the accounting for profit interests.
ASU 2024-01 is effective for annual periods beginning after December 15, 2024 and interim periods within those annual periods with early adoption permitted. The Company adopted ASU 2024-01 as of January 1, 2025 on a prospective basis. The adoption did not have an impact on the Company's financial condition, results of operations, or cash flows, as existing accounting policies are consistent with ASU 2024-01 requirements.
Future Adoption of Accounting Pronouncements
Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires:
•A tabular rate reconciliation of (1) reported income tax expense/benefit from continuing operations, to (2) the product of the income/loss from continuing operations before income taxes and the statutory federal income tax rate, using specific categories, as well as disclosure of certain reconciling items based on a 5% threshold.
•Year-to-date net income taxes paid, disaggregated by federal, state, and foreign, as well as disaggregated information on net income taxes paid to an individual jurisdiction based on a 5% threshold.
The amendments are effective for annual periods beginning after December 15, 2024 and should be applied prospectively, with retrospective application permitted. Early adoption is also permitted. The Company is in the process of finalizing the disclosures that will be required by the adoption of the provisions of ASU 2023-09 and will adopt these amendments for annual disclosures in the Annual Report on Form 10-K for the year ending December 31, 2025.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires the following disclosures:
•Disclose the amounts of (a) employee compensation; (b) depreciation; and (c) intangible asset amortization included in each relevant expense caption;
•Include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements;
•Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and
•Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and should be applied either prospectively or retrospectively. The Company is in the process of determining the disclosures that may be required by the adoption of the provisions of ASU 2024-03.
Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of June 30, 2025:
Amortized Cost
Gross Unrealized Capital Gains
Gross Unrealized Capital Losses
Embedded Derivatives(2)
Allowance for credit losses
Fair Value
Fixed maturities:
U.S. Treasuries
$
593
$
2
$
49
$
—
$
—
$
546
U.S. Government agencies and authorities
30
1
—
—
—
31
State, municipalities and political subdivisions
623
—
107
—
—
516
U.S. corporate public securities
8,257
147
986
—
—
7,418
U.S. corporate private securities
5,557
71
238
—
2
5,388
Foreign corporate public securities and foreign governments(1)
2,770
42
250
—
2
2,560
Foreign corporate private securities(1)
2,949
55
70
—
42
2,892
Residential mortgage-backed securities
3,896
40
223
3
—
3,716
Commercial mortgage-backed securities
3,489
5
454
—
—
3,040
Other asset-backed securities
2,994
32
38
—
6
2,982
Total fixed maturities, including securities pledged
31,158
395
2,415
3
52
29,089
Less: Securities pledged
1,140
—
63
—
—
1,077
Total fixed maturities(3)
$
30,018
$
395
$
2,352
$
3
$
52
$
28,012
(1) Primarily U.S. dollar denominated.
(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) Includes fixed maturities of approximately $1.4 billion acquired in the first quarter of 2025 related to the acquisition of OneAmerica Financial's full-service retirement plan business.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Available-for-sale and FVO fixed maturities were as follows as of December 31, 2024:
Amortized Cost
Gross Unrealized Capital Gains
Gross Unrealized Capital Losses
Embedded Derivatives(2)
Allowance for credit losses
Fair Value
Fixed maturities:
U.S. Treasuries
$
524
$
—
$
52
$
—
$
—
$
472
U.S. Government agencies and authorities
29
1
—
—
—
30
State, municipalities and political subdivisions
697
—
117
—
—
580
U.S. corporate public securities
7,938
124
1,054
—
—
7,008
U.S. corporate private securities
5,275
43
329
—
6
4,983
Foreign corporate public securities and foreign governments(1)
2,729
32
287
—
2
2,472
Foreign corporate private securities(1)
2,693
22
169
—
9
2,537
Residential mortgage-backed securities
3,709
27
261
(4)
—
3,471
Commercial mortgage-backed securities
3,677
4
532
—
17
3,132
Other asset-backed securities
2,779
39
45
—
4
2,769
Total fixed maturities, including securities pledged
30,050
292
2,846
(4)
38
27,454
Less: Securities pledged
1,665
—
149
—
—
1,516
Total fixed maturities
$
28,385
$
292
$
2,697
$
(4)
$
38
$
25,938
(1) Primarily U.S. dollar denominated.
(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Net gains (losses) in the Condensed Consolidated Statements of Operations.
The amortized cost and fair value of fixed maturities, including securities pledged, as of June 30, 2025, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.
Amortized Cost
Fair Value
Due to mature:
One year or less
$
687
$
683
After one year through five years
4,117
4,074
After five years through ten years
3,713
3,667
After ten years
12,262
10,927
Mortgage-backed securities
7,385
6,756
Other asset-backed securities
2,994
2,982
Fixed maturities, including securities pledged
$
31,158
$
29,089
As of June 30, 2025 and December 31, 2024, the Company did not have any investments in a single issuer, other than obligations of the U.S. Government and government agencies, with a carrying value in excess of 10% of the Company's Total shareholders' equity.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Repurchase Agreements and Securities Pledged
The Company engages in securities lending whereby the initial collateral is required at a rate of at least 102% of the market value of the loaned securities. The lending agent retains the collateral and invests it in high quality liquid assets on behalf of the Company. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. The lending agent indemnifies the Company against losses resulting from the failure of a counterparty to return securities pledged where collateral is insufficient to cover the loss.
In the normal course of business, the Company receives cash collateral and non-cash collateral in the form of securities. If cash is received as collateral, the lending agent retains the cash collateral and invests it in short-term liquid assets on behalf of the Company. Securities retained as collateral by the lending agent may not be sold or re-pledged, except in the event of default, and are not reflected on the Company’s Condensed Consolidated Balance Sheets. This collateral generally consists of U.S. Treasury, U.S. Government agency securities and MBS pools. See Restricted Assets within the Commitments and Contingencies Note to these Condensed Consolidated Financial Statements for information regarding assets pledged and collateral received in securities lending agreements.
The following table presents collateral held by asset class that the Company pledged under securities lending as of the dates indicated:
June 30, 2025
December 31, 2024
U.S. Treasuries
$
26
$
22
U.S. corporate public securities
427
601
Short-term investments
85
241
Foreign corporate public securities and foreign governments
207
258
Total(1)
$
745
$
1,122
(1) As of June 30, 2025 and December 31, 2024, liabilities to return cash collateral were $732 and $736, respectively, and included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.
The Company's securities lending activities are conducted on an overnight basis, and all securities loaned can be recalled at any time. The Company does not offset assets and liabilities associated with its securities lending program.
Allowance for credit losses
The following tables presents a rollforward of the allowance for credit losses on available-for-sale fixed maturity securities for the periods presented:
Six Months Ended June 30, 2025
U.S. corporate private securities
Commercial mortgage-backed securities
Foreign corporate public securities and foreign governments
Foreign corporate private securities
Other asset-backed securities
Total
Balance as of January 1
$
6
$
17
$
2
$
9
$
4
$
38
Credit losses on securities for which credit losses were not previously recorded
2
—
—
33
2
37
Reductions for securities sold during the period
(6)
(17)
—
—
—
(23)
Increase (decrease) on securities with allowance recorded in previous period
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Year Ended December 31, 2024
U.S. corporate private securities
Commercial mortgage-backed securities
Foreign corporate public securities and foreign governments
Foreign corporate private securities
Other asset-backed securities
Total
Balance as of January 1
$
—
$
9
$
3
$
2
$
3
$
17
Credit losses on securities for which credit losses were not previously recorded
6
9
—
8
1
24
Reductions for securities sold during the period
—
—
(1)
—
—
(1)
Increase (decrease) on securities with allowance recorded in previous period
—
(1)
—
(1)
—
(2)
Balance as of December 31
$
6
$
17
$
2
$
9
$
4
$
38
For additional information about the Company’s methodology and significant inputs used in determining whether a credit loss exists, see the Business, Basis of Presentation and Significant Accounting Policies Note to the Consolidated Financial Statements in Part II, Item 8. of the Annual Report on Form 10-K.
Unrealized Capital Losses
The following tables present available-for-sale fixed maturities, including securities pledged, for which an allowance for credit losses has not been recorded by investment category and duration as of the dates indicated:
As of June 30, 2025
Twelve Months or Less Below Amortized Cost
More Than Twelve Months
Below Amortized Cost
Total
Fair Value
Unrealized Capital Losses
Fair Value
Unrealized Capital Losses
Fair Value
Unrealized Capital Losses
U.S. Treasuries
$
344
$
18
$
135
$
31
$
479
$
49
U.S. Government agencies and authorities
—
—
—
—
—
—
State, municipalities and political subdivisions
4
—
495
107
499
107
U.S. corporate public securities
819
60
4,111
926
4,930
986
U.S. corporate private securities
362
4
2,663
234
3,025
238
Foreign corporate public securities and foreign governments
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As of December 31, 2024
Twelve Months or Less Below Amortized Cost
More Than Twelve Months
Below Amortized Cost
Total
Fair Value
Unrealized Capital Losses
Fair Value
Unrealized Capital Losses
Fair Value
Unrealized Capital Losses
U.S. Treasuries
$
304
$
20
$
133
$
32
$
437
$
52
U.S. Government agencies and authorities
14
—
—
—
14
—
State, municipalities and political subdivisions
7
—
562
117
569
117
U.S. corporate public securities
818
35
4,215
1,019
5,033
1,054
U.S. corporate private securities
546
13
2,845
316
3,391
329
Foreign corporate public securities and foreign governments
450
17
1,285
270
1,735
287
Foreign corporate private securities
490
12
1,468
157
1,958
169
Residential mortgage-backed
311
8
1,210
253
1,521
261
Commercial mortgage-backed
24
—
2,751
532
2,775
532
Other asset-backed
93
2
315
43
408
45
Total
$
3,057
$
107
$
14,784
$
2,739
$
17,841
$
2,846
As of June 30, 2025, the average duration of the Company's fixed maturities portfolio, including securities pledged, is between 6 and 6.5 years.
As of June 30, 2025 and December 31, 2024, the Company concluded that an allowance for credit losses was not warranted for the securities above because the unrealized losses are interest rate related. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.
Evaluating Securities for Impairments
The Company performs a regular evaluation, on a security-by-security basis, of its available-for-sale securities holdings, including fixed maturity securities, in accordance with its impairment policy in order to evaluate whether such investments are impaired. Intent impairments were zero and $19 for the three and six months ended June 30, 2025, respectively. Intent impairments were $5 for the three and six months ended June 30, 2024.
The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities. In certain situations, new factors, including changes in the business environment, can change the Company’s previous intent to continue holding a security. Accordingly, these factors may lead the Company to record additional intent related capital losses.
Debt Modifications
The Company evaluates all debt modifications to determine whether a modification results in a new loan or a continuation of an existing loan. Disclosures are required for loan modifications with borrowers experiencing financial difficulty. For the three and six months ended June 30, 2025 and 2024, the Company had no material debt modifications that require such disclosure.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Mortgage Loans on Real Estate
The Company diversifies its commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. The Company manages risk when originating commercial mortgage loans by generally lending only up to 75% of the estimated fair value of the underlying real estate. Subsequently, the Company continuously evaluates mortgage loans based on relevant current information including a review of loan-specific performance, property characteristics and market trends. Loan performance is monitored on a loan specific basis through the review of submitted appraisals, operating statements, rent revenues and annual inspection reports, among other items. This review ensures properties are performing at a consistent and acceptable level to secure the debt. The components to evaluate debt service coverage are received and reviewed at least annually to determine the level of risk.
Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans. These ratios are utilized as part of the review process described above.
The following tables present commercial mortgage loans by year of origination and LTV ratio as of the dates indicated. The information is updated as of June 30, 2025 and December 31, 2024, respectively.
As of June 30, 2025
Loan-to-Value Ratios
Year of Origination
0% - 50%
>50% - 60%
>60% - 70%
>70% - 80%
>80% and above
Total
2025
$
139
$
254
$
31
$
—
$
—
$
424
2024
153
147
17
—
—
317
2023
92
209
—
—
—
301
2022
264
281
100
—
—
645
2021
243
217
64
—
—
524
Prior
3,122
196
—
—
2
3,320
Total(1)
$
4,013
$
1,304
$
212
$
—
$
2
$
5,531
(1) Includes mortgage loans of approximately $0.8 billion acquired in the first quarter of 2025 related to the acquisition of OneAmerica Financial's full-service retirement plan business.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following tables present commercial mortgage loans by year of origination and DSC ratio as of the dates indicated. The information is updated as of June 30, 2025 and December 31, 2024, respectively.
As of June 30, 2025
Debt Service Coverage Ratios
Year of Origination
>1.5x
>1.25x - 1.5x
>1.0x - 1.25x
<1.0x
Total(1)
2025
$
249
$
102
$
73
$
—
$
424
2024
143
106
62
6
317
2023
169
31
88
13
301
2022
341
100
111
93
645
2021
312
12
87
113
524
Prior
2,515
372
339
94
3,320
Total
$
3,729
$
723
$
760
$
319
$
5,531
(1) No commercial mortgage loans were secured by land or construction loans.
As of December 31, 2024
Debt Service Coverage Ratios
Year of Origination
>1.5x
>1.25x - 1.5x
>1.0x - 1.25x
<1.0x
Total(1)
2024
$
161
$
93
$
28
$
2
$
284
2023
118
180
48
11
357
2022
295
101
76
144
616
2021
258
16
97
148
519
2020
207
20
20
8
255
Prior
2,018
219
346
85
2,668
Total
$
3,057
$
629
$
615
$
398
$
4,699
(1) No commercial mortgage loans were secured by land or construction loans.
The following tables present the commercial mortgage loans by year of origination and U.S. region as of the dates indicated. The information is updated as of June 30, 2025 and December 31, 2024, respectively.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As of December 31, 2024
U.S. Region
Year of Origination
Pacific
South Atlantic
Middle Atlantic
West South Central
Mountain
East North Central
New England
West North Central
East South Central
Total
2024
$
58
$
80
$
41
$
57
$
20
$
9
$
7
$
3
$
9
$
284
2023
49
85
12
101
39
39
3
26
3
357
2022
140
122
49
98
89
92
5
1
20
616
2021
95
51
113
93
96
47
9
15
—
519
2020
61
118
17
10
12
15
—
7
15
255
Prior
707
632
619
176
211
134
51
109
29
2,668
Total
$
1,110
$
1,088
$
851
$
535
$
467
$
336
$
75
$
161
$
76
$
4,699
The following tables present the commercial mortgage loans by year of origination and property type as of the dates indicated. The information is updated as of June 30, 2025 and December 31, 2024, respectively.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table summarizes activity in the allowance for losses for commercial mortgage loans for the periods indicated:
June 30, 2025
December 31, 2024
Allowance for credit losses, beginning of period
$
24
$
26
Credit losses on mortgage loans for which credit losses were not previously recorded
6
1
Increase (decrease) on mortgage loans with an allowance recorded in a previous period
—
—
Provision for expected credit losses
30
27
Write-offs
(11)
(3)
Allowance for credit losses, end of period
$
19
$
24
The following table presents the payment status of commercial mortgage loans as of the dates indicated:
June 30, 2025
December 31, 2024
Current
$
5,531
$
4,673
30-59 days past due
—
—
60-89 days past due
—
—
Greater than 90 days past due
—
26
Total
$
5,531
$
4,699
Commercial mortgage loans are placed on non-accrual status when 90 days in arrears, when the Company has concerns regarding the collectability of future payments or when a loan has matured without being paid off or extended. As of June 30, 2025, the Company had no commercial mortgage loans in non-accrual status. As of December 31, 2024, the Company had $26 of commercial mortgage loans in non-accrual status. The amount of interest income recognized on loans in non-accrual status for the six months ended June 30, 2025 and the year ended December 31, 2024 was immaterial.
Net Investment Income
The following table summarizes Net investment income by investment type for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Fixed maturities
$
462
$
416
$
927
$
832
Equity securities
5
4
8
9
Mortgage loans on real estate
69
60
136
121
Policy loans
5
4
10
10
Short-term investments and cash equivalents
10
10
20
20
Limited partnerships and other
55
42
87
90
Gross investment income
606
536
1,188
1,082
Less: Investment expenses
22
18
44
35
Net investment income
$
584
$
518
$
1,144
$
1,047
As of June 30, 2025 and December 31, 2024, the Company had $12 and $18, respectively, of investments in fixed maturities that did not produce net investment income. Fixed maturities are moved to a non-accrual status when the investment defaults.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Net Gains (Losses)
Net gains (losses) were as follows for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Fixed maturities, available-for-sale, including securities pledged
$
(25)
$
(14)
$
(24)
$
(34)
Fixed maturities, at fair value option
—
(30)
20
(111)
Equity securities, at fair value
1
1
2
4
Derivatives
(26)
40
(79)
176
Embedded derivatives within fixed maturities
3
(1)
7
(2)
Other derivatives
—
(1)
—
—
Standalone derivatives
10
—
11
1
Managed custody guarantees
2
(1)
1
—
Stabilizer
1
(1)
5
(1)
Mortgage loans
2
2
(4)
3
Other investments
(9)
1
(14)
3
Net gains (losses)(1)
$
(41)
$
(4)
$
(75)
$
39
(1) Investment gains and losses on sales of securities are generally determined based on the amortized cost of the asset being disposed of using the specific identification method.
Proceeds from the sale of fixed maturities, available-for-sale and equity securities and the related gross realized gains and losses, before tax, were as follows for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Proceeds on sales
$
969
$
617
$
2,379
$
1,446
Gross gains
10
8
27
19
Gross losses
9
9
44
36
3.Derivative Financial Instruments
The Company primarily enters into the following types of derivatives:
Interest rate swaps: The Company uses interest rate swaps primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and/or liabilities. Interest rate swaps are also used to hedge the interest rate risk associated with the value of assets it owns or in an anticipation of acquiring them. Using interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest payments, calculated by reference to an agreed upon notional principal amount. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made to/from the counterparty at each due date. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.
Foreign exchange swaps: The Company uses foreign exchange or currency swaps to reduce the risk of change in the value, yield or cash flows associated with certain foreign denominated invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows against U.S. dollar cash flows at regular periods, typically quarterly or semi-annually. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.
Total return swaps: The Company uses total return swaps as a hedge of interest related risks within various Legacy Annuity and Retirement products. Total return swaps are also used as a hedge of other corporate liabilities. Using total return swaps, the Company agrees with another party to exchange, at specified intervals, the difference between the economic performance of
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
assets or a market index and a fixed or variable funding multiplied by reference to an agreed upon notional amount. No cash is exchanged at the onset of the contracts. Cash is paid and received over the life of the contract based upon the terms of the swaps. The Company utilizes these contracts in non-qualifying hedging relationships.
Futures:Futures contracts are used to hedge against a decrease in certain equity indices. The Company uses interest rate futures contracts to hedge its exposure to market risks due to changes in interest rates. The Company enters into exchange traded futures with regulated futures commissions that are members of the exchange. The Company also posts initial and variation margins, with the exchange, on a daily basis. The Company utilizes exchange-traded futures in non-qualifying hedging relationships. The Company may also use futures contracts as a hedge against an increase in certain equity indices.
Embedded derivatives: The Company also invests in certain fixed maturity instruments and has issued certain products that contain embedded derivatives for which market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity rates or credit ratings/spreads. In addition, the Company has entered into coinsurance with funds withheld arrangements, which contain embedded derivatives.
The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments. Based on the notional amounts, a substantial portion of the Company's derivative positions was not designated or did not qualify for hedge accounting as part of a hedging relationship as outlined in ASC Topic 815 as of June 30, 2025 and December 31, 2024.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The notional amounts and fair values of derivatives were as follows as of the dates indicated:
June 30, 2025
December 31, 2024
Notional Amount
Asset Fair Value
Liability Fair Value
Notional Amount
Asset Fair Value
Liability Fair Value
Derivatives: Qualifying for hedge accounting(1)
Fair value hedges(2):
Interest rate contracts(3)
$
—
$
—
$
—
$
—
$
—
$
—
Foreign exchange contracts
110
—
4
106
6
—
Cash flow hedges:
Interest rate contracts
11
—
—
11
—
—
Foreign exchange contracts
577
11
25
623
46
2
Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts
14,717
177
271
14,633
246
313
Foreign exchange contracts
228
4
5
203
3
6
Equity contracts
284
7
1
286
2
9
Credit contracts
137
—
3
97
—
2
Embedded derivatives and Managed custody guarantees ("MCGs"):
Within fixed maturity investments(4)
N/A
3
—
N/A
—
4
Within reinsurance agreements(5)
N/A
62
32
N/A
55
41
MCGs(6)
N/A
—
3
N/A
—
4
Stabilizer(6)
N/A
—
10
N/A
—
15
Total
$
264
$
354
$
358
$
396
(1) Open derivative contracts are reported as Derivatives assets or liabilities at fair value on the Condensed Consolidated Balance Sheets.
(2) Total carrying amount of hedged assets and liabilities was $320 and $307 as of June 30, 2025 and December 31, 2024, respectively.
(3) Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged assets and liabilities was $5 and $(8) as of June 30, 2025 and December 31, 2024, respectively, of which includes $2 of hedging adjustments on discontinued hedging relationships.
(4) Included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.
(5) Included in Other liabilities, Other assets and Premium receivable and reinsurance recoverable on the Condensed Consolidated Balance Sheets.
(6) Included in Contract owner account balances on the Condensed Consolidated Balance Sheets.
N/A - Not applicable
See the Fair Value Measurements (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements for additional information on derivative asset and liability fair values.
The Company does not offset any derivative assets and liabilities in the Condensed Consolidated Balance Sheets. The disclosures set out in the table below include the fair values of Over-The-Counter ("OTC") and cleared derivatives excluding exchange traded contracts subject to master netting agreements or similar agreements as of the dates indicated:
Gross Amount Recognized
Counterparty Netting(1)
Cash Collateral Netting(1)
Securities Collateral Netting(1)
Net Receivables/ Payables
June 30, 2025
Derivative assets
$
199
$
(185)
$
(9)
$
—
$
5
Derivative liabilities
309
(185)
(106)
(14)
4
December 31, 2024
Derivative assets
303
(261)
(34)
(3)
5
Derivative liabilities
332
(261)
(58)
(6)
7
(1) Represents the netting of receivable with payable balances, net of collateral, for the same counterparty under eligible netting agreements.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Collateral
Under the terms of the OTC Derivative International Swaps and Derivatives Association, Inc. ("ISDA") agreements, the Company may receive from, or deliver to, counterparties collateral to assure that terms of the ISDA agreements will be met with regard to the Credit Support Annex ("CSA"). The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. To the extent cash collateral is received and delivered, it is included in Payables under securities loan and repurchase agreements, including collateral held and Short-term investments under securities loan agreements, including collateral delivered, respectively, on the Condensed Consolidated Balance Sheets and is reinvested in short-term investments. Collateral held is used in accordance with the CSA to satisfy any obligations. Investment grade bonds owned by the Company are the source of noncash collateral posted, which is reported in Securities pledged on the Condensed Consolidated Balance Sheets.
As of June 30, 2025, the Company held $7 and pledged $104 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2024, the Company held $33 and pledged $56 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of June 30, 2025, the Company delivered $170 of securities and held no securities as collateral. As of December 31, 2024, the Company delivered $159 of securities and held $4 of securities as collateral.
The location and effect of derivatives qualifying for hedge accounting on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income were as follows for the periods indicated:
2025
2024
Interest Rate Contracts
Foreign Exchange Contracts
Interest Rate Contracts
Foreign Exchange Contracts
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Net investment income
Net investment income and Net gains (losses)
Net investment income
Net investment income and Net gains (losses)
Three Months Ended June 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income(1)
$
—
$
(41)
$
—
$
3
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
—
1
—
3
Six Months Ended June 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income(1)
$
—
$
(57)
$
—
$
11
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
—
3
—
6
(1) See the Accumulated Other Comprehensive Income (Loss) Note to these Condensed Consolidated Financial Statements for additional information.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The location and amount of gain (loss) recognized in the Condensed Consolidated Statements of Operations for derivatives qualifying for hedge accounting were as follows for the periods indicated:
2025
2024
Net investment income
Net gains (losses)
Net investment income
Net gains (losses)
Three Months Ended June 30,
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded
$
584
$
(41)
$
518
$
(4)
Fair value hedges:
Interest rate contracts:
Hedged items
—
—
—
1
Derivatives designated as hedging instruments
—
—
—
(1)
Foreign exchange contracts:
Hedged items
—
9
—
—
Derivatives designated as hedging instruments(1)
—
(9)
—
1
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income
1
—
2
1
Six Months Ended June 30,
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded
$
1,144
$
(75)
$
1,047
$
39
Fair value hedges:
Interest rate contracts:
Hedged items
—
—
—
1
Derivatives designated as hedging instruments
—
—
—
(1)
Foreign exchange contracts:
Hedged items
—
13
—
(2)
Derivatives designated as hedging instruments(1)
—
(13)
—
4
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income
3
—
5
1
(1) The change in derivative instruments designated and qualifying as fair value hedges of $1 were excluded from the assessment of hedge effectiveness and recognized currently in earnings for the three and six months ended June 30, 2025. An immaterial change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earnings for the three months ended June 30, 2024. The change in derivative instruments designated and qualifying as fair value hedges of $1 was excluded from the assessment of hedge effectiveness and recognized currently in earnings for the six months ended June 30, 2024.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The location and effect of derivatives not designated as hedging instruments on the Condensed Consolidated Statements of Operations were as follows for the periods indicated:
Location of Gain (Loss) Recognized on Derivative
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts
Net gains (losses)
$
(30)
$
39
$
(77)
$
165
Foreign exchange contracts
Net gains (losses)
—
(1)
5
(3)
Equity contracts
Net gains (losses)
14
1
7
11
Credit contracts
Net gains (losses)
(1)
—
(1)
(1)
Embedded derivatives and MCGs:
Within fixed maturity investments
Net gains (losses)
3
(1)
7
(2)
Within reinsurance agreements(1)
(2)
—
4
5
4
MCGs
Net gains (losses)
2
(1)
1
—
Stabilizer
Net gains (losses)
1
(1)
5
(1)
Total
$
(11)
$
40
$
(48)
$
173
(1) For the three and six months ended June 30, 2025, the amount excluded gains (losses) of $10 and $11, respectively, from standalone derivatives recognized in Net gains (losses). For the three months ended June 30, 2024, the amount excluded immaterial gains (losses) from standalone derivatives recognized in Net gains (losses). For the six months ended June 30, 2024, the amount excluded gains (losses) of $1 from standalone derivatives recognized in Net gains (losses).
(2) Gains (losses) on embedded derivatives within reinsurance agreements are recognized in either Policyholder benefits or Net gains (losses).
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:
Level 1
Level 2
Level 3
Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries
$
402
$
70
$
—
$
472
U.S. Government agencies and authorities
—
30
—
30
State, municipalities and political subdivisions
—
580
—
580
U.S. corporate public securities
—
6,949
59
7,008
U.S. corporate private securities
—
3,486
1,497
4,983
Foreign corporate public securities and foreign governments(1)
—
2,412
60
2,472
Foreign corporate private securities(1)
—
2,116
421
2,537
Residential mortgage-backed securities
—
3,404
67
3,471
Commercial mortgage-backed securities
—
3,132
—
3,132
Other asset-backed securities
—
2,746
23
2,769
Total fixed maturities, including securities pledged
402
24,925
2,127
27,454
Equity securities
148
—
98
246
Derivatives:
Interest rate contracts
—
246
—
246
Foreign exchange contracts
—
55
—
55
Equity contracts
—
2
—
2
Embedded derivatives within reinsurance
—
55
—
55
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements
2,511
1
23
2,535
Assets held in separate accounts
95,946
5,390
340
101,676
Total assets
$
99,007
$
30,674
$
2,588
$
132,269
Liabilities:
Contingent consideration
$
—
$
—
$
2
$
2
Stabilizer and MCGs
—
—
19
19
Derivatives:
Interest rate contracts
11
302
—
313
Foreign exchange contracts
—
8
—
8
Equity contracts
—
9
—
9
Credit contracts
—
2
—
2
Embedded derivatives within reinsurance
—
(12)
(2)
53
41
Total liabilities
$
11
$
309
$
74
$
394
(1) Primarily U.S. dollar denominated.
(2) The Company classifies the embedded derivative within liabilities given the underlying nature of the balance and the right-of-offset.
Valuation of Financial Assets and Liabilities at Fair Value
Certain assets and liabilities are measured at estimated fair value on the Company's Condensed Consolidated Balance Sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The exit price and the transaction (or entry) price will be the same at initial recognition in many circumstances. However, in certain cases, the transaction price may not represent fair value. The fair value of a liability is based
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
on the amount that would be paid to transfer a liability to a third-party with an equal credit standing. Fair value is required to be a market-based measurement that is determined based on a hypothetical transaction at the measurement date, from a market participant's perspective. The Company considers three broad valuation approaches when a quoted price is unavailable: (i) the market approach, (ii) the income approach and (iii) the cost approach. The Company determines the most appropriate valuation technique to use, given the instrument being measured and the availability of sufficient inputs. The Company prioritizes the inputs to fair valuation approaches and allows for the use of unobservable inputs to the extent that observable inputs are not available.
The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of exit price and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third-party commercial pricing services, brokers and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from third-party commercial pricing services are non-binding. The Company reviews the assumptions and inputs used by third-party commercial pricing services for each reporting period in order to determine an appropriate fair value hierarchy level. The documentation and analysis obtained from third-party commercial pricing services are reviewed by the Company, including in-depth validation procedures confirming the observability of inputs. The valuations are reviewed and validated monthly through the internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.
When available, the fair value of the Company's financial assets and liabilities are based on quoted prices of identical assets in active markets and therefore, reflected in Level 1. The valuation approaches and key inputs for each category of assets or liabilities that are classified within Level 2 and Level 3 of the fair value hierarchy are presented below.
For fixed maturities classified as Level 2 assets, fair values are determined using a matrix-based market approach, based on prices obtained from third-party commercial pricing services and the Company’s matrix and analytics-based pricing models, which in each case incorporate a variety of market observable information as valuation inputs. The market observable inputs used for these fair value measurements, by fixed maturity asset class, are as follows:
U.S. Treasuries: Fair value is determined using third-party commercial pricing services, with the primary inputs being stripped interest and principal U.S. Treasury yield curves that represent a U.S. Treasury zero-coupon curve.
U.S. government agencies and authorities, State, municipalities and political subdivisions: Fair value is determined using third-party commercial pricing services, with the primary inputs being U.S. Treasury yield curves, trades of comparable securities, credit spreads off benchmark yields and issuer ratings.
U.S. corporate public securities, Foreign corporate public securities and foreign governments: Fair value is determined using third-party commercial pricing services, with the primary inputs being benchmark yields, trades of comparable securities, issuer ratings, bids and credit spreads off benchmark yields.
U.S. corporate private securities and Foreign corporate private securities: Fair values are determined using a matrix and analytics-based pricing model. The model incorporates the current level of risk-free interest rates, current corporate credit spreads, credit quality of the issuer and cash flow characteristics of the security. The model also considers a liquidity spread, the value of any collateral, the capital structure of the issuer, the presence of guarantees, and prices and quotes for comparably rated publicly traded securities.
RMBS, CMBS and ABS: Fair value is determined using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current and forecasted loss severity, debt service coverage ratios, collateral type, payment priority within tranche and the vintage of the loans underlying the security.
Generally, the Company does not obtain more than one vendor price from pricing services per instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor and, if that vendor is unable to provide the price, the next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot be obtained from a commercial pricing service. When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Fair values of privately placed bonds are determined primarily using a matrix-based pricing model and are generally classified as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees and the Company's evaluation of the borrower's ability to compete in its relevant market. Using this data, the model generates estimated market values, which the Company considers reflective of the fair value of each privately placed bond.
Equity securities: Level 2 and Level 3 equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers.
Derivatives: Derivatives are carried at fair value, which is determined using the Company's derivative accounting system in conjunction with observable key financial data from third-party sources, such as yield curves, exchange rates, S&P 500 Index prices, Overnight Index Swap ("OIS") rates, and Secured Overnight Financing Rate ("SOFR"). The Company uses SOFR discounting for valuations of interest rate derivatives; however, certain legacy positions may continue to be discounted on OIS. The Company uses OIS for valuations of collateralized interest rate derivatives, which are obtained from third-party sources. For those derivatives that are unable to be valued by the accounting system, the Company typically utilizes values established by third-party brokers. Counterparty credit risk is considered and incorporated in the Company's valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company's policy to transact only with investment grade counterparties with a credit rating of A- or better. The Company's nonperformance risk is also considered and incorporated in the Company's valuation process. The Company also has certain credit default swaps and options that are priced by third party vendors or by using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3. The remaining derivative instruments are valued based on market observable inputs and are classified as Level 2. See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for more information.
Contingent consideration: The fair value of the contingent consideration liability associated with the Company's acquisitions uses unobservable inputs and as such are reported as Level 3. Unobservable inputs include projected revenues, duration of earnouts and other metrics as well as discount rate. Changes in the fair value of the contingent consideration are recorded in Operating expenses in the Company's Condensed Consolidated Statements of Operations.
Stabilizer and MCGs: The Company records reserves for Stabilizer and MCG contracts containing guaranteed credited rates. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The estimated fair value is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract, the Company projects a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are projected under multiple capital market scenarios using observable risk-free rates and other best estimate assumptions. These derivatives are classified as Level 3 liabilities.
The discount rate used to determine the fair value of the Company's Stabilizer embedded derivative liabilities and MCG stand-alone derivative includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk"). The nonperformance risk adjustment incorporates a blend of observable, similarly rated peer holding company credit spreads, adjusted to reflect the credit quality of the individual insurance subsidiary that issued the guarantee, as well as an adjustment to reflect the non-default spreads and the priority and recovery rates of policyholder claims.
Embedded derivatives: The carrying value of embedded derivatives is estimated based upon the change in the fair value of the assets supporting the funds withheld payable/receivable under reinsurance agreements. The fair value of the embedded derivative is based on market observable inputs and is classified as Level 2. The remaining derivative instruments are classified as Level 3 and are estimated using the income approach. The fair value is calculated by estimating future cash flows for a certain discrete projection period, estimating the terminal value, if appropriate, and discounting these amounts to present value at a rate of return that considers the relative risk of the cash flows and the time value of money.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Level 3 Financial Instruments
The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by ASC Topic 820), including but not limited to liquidity spreads for investments within markets deemed not currently active. These valuations, whether derived internally or obtained from a third-party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In addition, the Company has determined, for certain financial instruments, an active market is such a significant input to determine fair value that the presence of an inactive market may lead to classification in Level 3. In light of the methodologies employed to obtain the fair values of financial assets and liabilities classified as Level 3, additional information is presented below.
Significant Unobservable Inputs
The Company's Level 3 fair value measurements of its fixed maturities, equity securities and equity and credit derivative contracts are primarily based on broker quotes for which the quantitative detail of the unobservable inputs is neither provided nor reasonably corroborated, thus negating the ability to perform a sensitivity analysis. The Company performs a review of broker quotes by performing a monthly price variance comparison and back tests broker quotes to recent trade prices.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following tables summarize the change in fair value of the Company's Level 3 assets and liabilities and transfers in and out of Level 3 for the periods indicated:
Three Months Ended June 30, 2025
Fair Value as of April 1
Realized/Unrealized Gains (Losses) Included in:
Purchases
Issuances
Sales
Settlements
Transfers into Level 3
Transfers out of Level 3
Fair Value as of June 30
Change In Unrealized Gains (Losses) Included in Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net Income
OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities
$
48
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
48
$
—
$
—
U.S. corporate private securities
1,677
2
16
87
—
(13)
(94)
—
—
1,675
—
13
Foreign corporate public securities and foreign governments(1)
59
—
—
3
—
—
—
—
—
62
—
—
Foreign corporate private securities(1)
590
(32)
20
72
—
—
(14)
—
—
636
1
20
Residential mortgage-backed securities
70
—
—
28
—
—
—
—
—
98
—
—
Other asset-backed securities
19
—
—
74
—
—
(1)
2
—
94
—
—
Total fixed maturities, including securities pledged
2,463
(30)
36
264
—
(13)
(109)
2
—
2,613
1
33
Equity securities, at fair value
110
(1)
—
—
—
(14)
—
—
—
95
—
—
Contingent consideration
(152)
(2)
—
—
—
—
—
—
—
(154)
—
—
Stabilizer and MCGs(2)
(16)
4
—
—
(1)
—
—
—
—
(13)
—
—
Embedded derivatives within reinsurance
(52)
10
—
—
—
—
—
—
—
(42)
—
—
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements
24
—
1
—
—
—
—
—
—
25
—
1
Assets held in separate accounts(4)
338
2
—
13
—
(3)
—
—
(3)
347
—
—
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30 amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2025
Fair Value as of January 1
Realized/Unrealized Gains (Losses) Included in:
Purchases
Issuances
Sales
Settlements
Transfers into Level 3
Transfers out of Level 3
Fair Value as of June 30
Change In Unrealized Gains (Losses) Included in Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net Income
OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities
$
59
$
(1)
$
2
$
1
$
—
$
(11)
$
—
$
—
$
(2)
$
48
$
—
$
1
U.S. corporate private securities
1,497
1
35
271
—
(11)
(118)
—
—
1,675
1
32
Foreign corporate public securities and foreign governments(1)
60
—
(1)
3
—
—
—
—
—
62
—
(1)
Foreign corporate private securities(1)
421
(50)
49
232
—
—
(16)
—
—
636
(18)
49
Residential mortgage-backed securities
67
(3)
—
43
—
—
—
—
(9)
98
(3)
—
Other asset-backed securities
23
—
—
77
—
—
(4)
—
(2)
94
—
—
Total fixed maturities, including securities pledged
2,127
(53)
85
627
—
(22)
(138)
—
(13)
2,613
(20)
81
Equity securities, at fair value
98
2
—
9
—
(14)
—
—
—
95
2
—
Contingent consideration
(2)
(4)
—
—
(149)
(5)
—
1
—
—
(154)
—
—
Stabilizer and MCGs(2)
(19)
7
—
—
(1)
—
—
—
—
(13)
—
—
Embedded derivatives on reinsurance
(53)
11
—
—
—
—
—
—
—
(42)
—
—
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements
23
—
2
—
—
—
—
—
—
25
—
2
Assets held in separate accounts(4)
340
6
—
21
—
(17)
—
—
(3)
347
—
—
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30 amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
(5) Represents a portion of the purchase consideration related to the acquisition of OneAmerica Financial's full-service retirement plan business.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Three Months Ended June 30, 2024
Fair Value as of April 1
Realized/Unrealized Gains (Losses) Included in:
Purchases
Issuances
Sales
Settlements
Transfers into Level 3
Transfers out of Level 3
Fair Value as of June 30
Change In Unrealized Gains (Losses) Included in Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net Income
OCI
Fixed maturities, including securities pledged:
U.S. Government agencies and authorities
$
1
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
(1)
$
—
$
—
$
—
U.S. corporate public securities
18
—
1
—
—
—
(7)
—
—
12
—
—
U.S. corporate private securities
1,455
—
(7)
74
—
(18)
(37)
—
(3)
1,464
—
(6)
Foreign corporate public securities and foreign governments(1)
—
—
—
17
—
—
—
—
—
17
—
—
Foreign corporate private securities(1)
448
—
(7)
20
—
(9)
(8)
—
—
444
—
(7)
Residential mortgage-backed securities
52
(3)
—
—
—
—
—
—
—
49
(3)
—
Other asset-backed securities
55
—
—
—
—
(11)
(2)
—
(18)
24
—
—
Total fixed maturities, including securities pledged
2,029
(3)
(13)
111
—
(38)
(54)
—
(22)
2,010
(3)
(13)
Equity securities, at fair value
99
(1)
—
—
—
—
—
—
—
98
(1)
—
Contingent consideration
(48)
(1)
—
—
—
—
—
—
—
(49)
—
—
Stabilizer and MCGs(2)
(8)
(2)
—
—
—
—
—
—
—
(10)
—
—
Embedded derivatives within reinsurance
(57)
—
—
—
—
—
—
—
—
(57)
—
—
Assets held in separate accounts(4)
360
1
—
19
—
(12)
—
—
(5)
363
—
—
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract by contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30 amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2024
Fair Value as of January 1
Realized/Unrealized Gains (Losses) Included in:
Purchases
Issuances
Sales
Settlements
Transfers into Level 3
Transfers out of Level 3
Fair Value as of June 30
Change In Unrealized Gains (Losses) Included in Earnings(3)
Change In
Unrealized
Gains
(Losses)
Included in
OCI(3)
Net Income
OCI
Fixed maturities, including securities pledged:
U.S. Government agencies and authorities
$
1
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
(1)
$
—
$
—
$
—
U.S. corporate public securities
18
—
1
—
—
—
(7)
—
—
12
—
—
U.S. corporate private securities
1,526
—
(22)
136
—
(23)
(115)
—
(38)
1,464
—
(26)
Foreign corporate public securities and foreign governments(1)
—
—
—
17
—
—
—
—
—
17
—
—
Foreign corporate private securities(1)
436
—
(11)
21
—
(9)
(44)
51
—
444
—
(11)
Residential mortgage-backed securities
57
(4)
—
—
—
—
—
—
(4)
49
(4)
—
Other asset-backed securities
52
—
—
—
—
(12)
(3)
—
(13)
24
—
—
Total fixed maturities, including securities pledged
2,090
(4)
(32)
174
—
(44)
(169)
51
(56)
2,010
(4)
(37)
Equity securities, at fair value
96
2
—
—
—
—
—
—
—
98
2
—
Contingent consideration
(51)
—
—
—
—
—
2
—
—
(49)
—
—
Stabilizer and MCGs(2)
(9)
—
—
—
(1)
—
—
—
—
(10)
—
—
Embedded derivatives on reinsurance
(58)
1
—
—
—
—
—
—
—
(57)
—
—
Assets held in separate accounts(4)
348
1
—
35
—
(15)
—
5
(11)
363
—
—
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract by contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of June 30 amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
For the three and six months ended June 30, 2025 and 2024, the transfers in and out of Level 3 for fixed maturities were due to the variation in inputs relied upon for valuation each quarter. Securities that are primarily valued using independent broker quotes when prices are not available from one of the commercial pricing services are reflected as transfers into Level 3. When securities are valued using more widely available information, the securities are transferred out of Level 3 and into Level 1 or 2, as appropriate.
Other Financial Instruments
The following disclosures are made in accordance with the requirements of ASC Topic 825 which requires disclosure of fair value information about financial instruments, whether or not recognized at fair value on the Condensed Consolidated Balance Sheets. ASC Topic 825 excludes certain financial instruments, including insurance contracts and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The carrying values and estimated fair values of the Company's financial instruments as of the dates indicated:
June 30, 2025
December 31, 2024
Carrying Value
Fair Value
Carrying Value
Fair Value
Assets:
Fixed maturities, including securities pledged
$
29,089
$
29,089
$
27,454
$
27,454
Equity securities
210
210
246
246
Mortgage loans on real estate
5,531
5,379
4,699
4,459
Policy loans
331
331
342
342
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements
2,372
2,372
2,535
2,535
Derivatives
199
199
303
303
Embedded derivatives within reinsurance
62
62
55
55
Other investments, including securities pledged
79
79
74
74
Assets held in separate accounts
107,278
107,278
101,676
101,676
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)
$
34,444
$
37,494
$
31,082
$
32,877
Funding agreements with fixed maturities
1,400
1,405
1,249
1,257
Supplementary contracts and immediate annuities
537
488
570
515
Stabilizer and MCGs
13
13
19
19
Derivatives
309
309
332
332
Embedded derivatives within reinsurance
32
32
41
41
Short-term debt
447
443
399
399
Long-term debt
1,657
1,612
2,103
2,023
(1) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within Stabilizer and MCGs.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents the classification of financial instruments which are not carried at fair value on the Condensed Consolidated Balance Sheets:
Financial Instrument
Classification
Mortgage loans on real estate
Level 3
Policy loans
Level 2
Other investments
Level 2
Funding agreements without fixed maturities and deferred annuities
Level 3
Funding agreements with fixed maturities
Level 2
Supplementary contracts and immediate annuities
Level 3
Short-term debt and Long-term debt
Level 2
5.Deferred Policy Acquisition Costs and Value of Business Acquired
The following table presents a rollforward of DAC and VOBA for the periods indicated:
DAC
VOBA(2)
Retirement Deferred and Individual Annuities
Employee Benefits Voluntary
Businesses Exited
Balance as of January 1, 2024
$
695
$
193
$
938
$
406
Deferrals of commissions and expenses
60
58
—
3
Amortization expense
(54)
(36)
(100)
(33)
Balance as of December 31, 2024
$
701
$
215
$
838
$
376
Additions related to business acquisitions(1)
—
—
—
390
Deferrals of commissions and expenses
28
24
—
2
Amortization expense
(27)
(16)
(47)
(30)
Balance as of June 30, 2025
$
702
$
223
$
791
$
738
(1) As a result of the acquisition of OneAmerica Financial's full-service retirement plan business, the estimated VOBA amortization is expected to increase by $21 to $29 annually for years 2025 through 2029.
(2) Primarily related to the Retirement segment.
The following table shows a reconciliation of DAC and VOBA balances to the Condensed Consolidated Balance Sheets as of the periods indicated:
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
6. Reserves for Future Policy Benefits and Contract Owner Account Balances
Employee Benefits Group products include long-duration term life insurance, as well as long-term disability products that are mostly employer paid. Employee Benefits Voluntary products include long-duration whole life insurance, critical illness, and accident and hospital indemnity insurance that are mostly employee paid. The following tables present the balances and changes in the liability for future policy benefits for Employee Benefits Group, Employee Benefits Voluntary and Businesses Exited as of June 30, 2025 and December 31, 2024:
Employee Benefits Group
Employee Benefits Voluntary
Businesses Exited
2025
2024
2025
2024
2025
2024
Present Value of Expected Net Premiums:
Balance at January 1
$
4
$
68
$
171
$
101
$
2,872
$
3,145
Beginning balance at original discount rate
4
71
180
102
2,842
2,992
Reclassifications(2)
—
(65)
—
65
—
—
Effect of change in cash flow assumptions
—
(1)
—
(1)
—
110
Effect of actual variances from expected experience
—
—
8
40
(2)
(106)
Adjusted balance at January 1
4
5
188
206
2,840
2,996
Interest accrual
—
—
2
8
78
158
Net premiums collected(1)
—
(1)
(9)
(34)
(158)
(312)
Ending balance at original discount rate
4
4
181
180
2,760
2,842
Effects of changes in discount rate assumptions
—
—
(5)
(9)
68
30
Balance at end of period
$
4
$
4
$
176
$
171
$
2,828
$
2,872
Present Value of Expected Future Policy Benefits:
Balance at January 1
$
772
$
899
$
461
$
307
$
7,017
$
7,538
Beginning balance at original discount rate
801
918
487
307
7,138
7,404
Reclassifications(2)
—
(150)
—
150
—
—
Effect of change in cash flow assumptions
—
(12)
—
(1)
—
187
Effect of actual variances from expected experience
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Net liability for future policy benefits
$
785
$
768
$
312
$
290
$
4,097
$
4,145
Less: Reinsurance recoverable
342
330
15
9
4,012
4,056
Net liability for future policy benefits, after reinsurance recoverable
$
443
$
438
$
297
$
281
$
85
$
89
(1)Net Premiums collected represent the portion of gross premiums collected from policyholders that is used to fund expected benefit payments.
(2) During the second quarter 2024, the Company reclassified certain insurance products within Employee Benefits from Group to Voluntary.
The following table presents a rollforward of the additional reserve liability for Businesses Exited for the periods indicated:
Businesses Exited
June 30, 2025
December 31, 2024
Balance at beginning of period
$
1,883
$
2,001
Effect of change in cash flow assumptions
—
(39)
Effect of actual variances from expected experience
(6)
14
Adjusted balance at January 1
1,877
1,976
Interest accrual
39
83
Excess Benefits
(210)
(404)
Assessments
146
228
Balance at end of period
1,852
1,883
Less: Reinsurance recoverable
1,801
1,832
Net additional liability, after reinsurance recoverable
$
51
$
51
Future policy benefits include the liability for unpaid claims and claim adjustment expenses related to medical stop loss products within the Employee Benefits segment. The following table presents a rollforward of the liability for unpaid claims and claim adjustment expenses for the periods indicated:
Medical Stop Loss
Six Months Ended June 30,
2025
2024
Balance at January 1
$
595
$
401
Less: Reinsurance recoverable
(5)
(16)
Net balance at January 1
590
385
Incurred claims and claim adjustment expenses related to:
Current year
556
623
Prior years
36
128
Total incurred
592
751
Paid claim and claim adjustment expenses related to:
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Pricing, underwriting and reserving on the medical stop loss products are performed based on policy years, and key metrics such as loss ratios are tracked, managed and reported on this basis. The majority of the medical stop loss policies renew in January of each year. For the six months ended June 30, 2025, $36 of claims incurred on prior years is primarily attributed to incurred claims for policy years effective during 2024 and partially offset by favorable claim development for policy years effective during 2023 and 2024. For the six months ended June 30, 2024, $128 of claims incurred on prior years is primarily attributed to incurred claims and unfavorable claim development for policy years effective during 2023.
The reconciliation of the net liability for future policy benefits to the liability for future policy benefits in the Condensed Consolidated Balance Sheets is presented below:
June 30, 2025
December 31, 2024
Employee Benefits Group
$
785
$
768
Employee Benefits Voluntary
312
290
Businesses Exited - Future policy benefits
4,097
4,145
Businesses Exited - Additional liability
1,852
1,883
Businesses Exited - Other
1,248
1,284
Medical stop loss products
561
595
Other
360
367
Total
$
9,215
$
9,332
The amount of undiscounted expected gross premiums and future benefit payments is presented in the table below:
June 30, 2025
December 31, 2024
Undiscounted
Discounted
Undiscounted
Discounted
Employee Benefits Group
Expected future benefit payments
$
997
$
804
$
990
$
801
Expected future gross premiums
11
8
11
8
Employee Benefits Voluntary
Expected future benefit payments
907
511
881
487
Expected future gross premiums
644
439
631
427
The following table presents the weighted average duration of the liability for future policy benefits and the weighted average interest rates for the periods indicated:
Employee Benefits Group
Employee Benefits Voluntary
Businesses Exited
June 30, 2025
December 31, 2024
June 30, 2025
December 31, 2024
June 30, 2025
December 31, 2024
Weighted average duration (in years)(1)
7
7
14
14
8
8
Interest accretion rate
4.2
%
4.0
%
5.0
%
5.1
%
5.0
%
5.0
%
Current discount rate
5.1
%
5.4
%
5.7
%
5.7
%
5.4
%
5.6
%
(1)Weighted average duration (in years) for Businesses Exited includes additional liability.
The weighted average interest rate for the additional liability related to Businesses Exited was 4.3% for the periods ended June 30, 2025 and December 31, 2024.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents a rollforward of Contract owner account balances for the periods indicated:
Retirement Deferred Group and Individual Annuity
Businesses Exited
June 30, 2025
December 31, 2024
June 30, 2025
December 31, 2024
Balance at January 1
$
29,624
$
31,139
$
4,182
$
4,635
Additions related to business acquisitions(1)
3,458
—
—
—
Deposits
1,620
2,505
134
287
Fee income
(29)
(50)
(186)
(371)
Surrenders, withdrawals and benefits
(2,791)
(5,127)
(214)
(544)
Net transfers (from) to the general account(2)
394
312
3
4
Interest credited
453
845
79
171
Balance at end of period
$
32,729
$
29,624
$
3,998
$
4,182
Weighted-average crediting rate
2.8
%
2.8
%
3.9
%
3.9
%
Net amount at risk(3)
$
57
$
90
$
648
$
676
Cash surrender value
$
32,296
$
29,169
$
1,152
$
1,236
(1) In addition, $0.3 billion of acquired other investment contracts during the current year from OneAmerica Financial are reported in Other in the table below.
(2) Net transfers (from) to the general account for Retirement include transfers of $(551) and $(1,149) for 2025 and 2024, respectively, related to Voya-managed institutional/mutual fund plan assets in trust that are not reflected on the Condensed Consolidated Balance Sheets.
(3) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date and is calculated at a contract level. When a contract has both a living benefit and a death benefit, the Company calculates NAR at a contract level and aggregates the higher of the two values together.
The following table presents a reconciliation of the Contract owner account balances to the Condensed Consolidated Balance Sheets for the periods indicated:
June 30, 2025
December 31, 2024
Retirement Deferred group and individual annuity
$
32,729
$
29,624
Businesses Exited
3,998
4,182
Non-putable funding agreements
1,400
1,249
Businesses Exited - Other
1,115
1,158
Other(1)
1,208
891
Total
$
40,450
$
37,104
(1) Primarily consists of other investment and universal life contracts.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table summarizes detail on the differences between the interest rate being credited to contract holders as of the periods indicated, and the respective guaranteed minimum interest rates ("GMIRs"):
Account Value(1)
Excess of crediting rate over GMIR
At GMIR
Up to 0.50% Above GMIR
0.51% - 1.00%
Above GMIR
1.01% - 1.50% Above GMIR
1.51% - 2.00% Above GMIR
More than 2.00% Above GMIR
Total
As of June 30, 2025
Up to 1.00%
$
127
$
4,298
$
4,067
$
2,103
$
2,229
$
1,687
$
14,511
1.01% - 2.00%
423
100
57
7
3
6
596
2.01% - 3.00%
10,072
270
53
94
—
5
10,494
3.01% - 4.00%
9,160
149
—
1
—
—
9,310
4.01% and Above
1,411
78
—
—
—
—
1,489
Renewable beyond 12 months (MYGA)(2)
342
—
—
—
2
—
344
Total discretionary rate setting products
$
21,535
$
4,895
$
4,177
$
2,205
$
2,234
$
1,698
$
36,744
As of December 31, 2024
Up to 1.00%
$
82
$
4,378
$
3,691
$
1,705
$
1,545
$
928
$
12,329
1.01% - 2.00%
437
106
54
7
2
6
612
2.01% - 3.00%
10,266
93
62
60
—
4
10,485
3.01% - 4.00%
8,368
150
—
1
—
—
8,519
4.01% and Above
1,464
80
—
—
—
—
1,544
Renewable beyond 12 months (MYGA)(2)
364
—
—
—
2
—
366
Total discretionary rate setting products
$
20,981
$
4,807
$
3,807
$
1,773
$
1,549
$
938
$
33,855
(1) The table includes contracts acquired as a result of the OneAmerica Financial's acquisition completed in the first quarter of 2025. Includes only the account values for investment spread products with GMIRs and discretionary crediting rates, net of policy loans. Excludes Stabilizer products, which are fee based.
(2) Represents multi year guaranteed annuity ("MYGA") contracts with renewal dates after June 30, 2025 and December 31, 2024 on which the Company is required to credit interest above the contractual GMIR for at least the next twelve months.
7.Reinsurance
The Company reinsures its business through a diversified group of reinsurers. However, the Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements. Collectability of reinsurance balances are evaluated by monitoring ratings and evaluating the financial strength of its reinsurers. Large reinsurance recoverable balances with offshore or other non-accredited reinsurers are secured through various forms of collateral, including secured trusts, funds withheld accounts and irrevocable letters of credit ("LOC").
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Information regarding the effect of reinsurance on the Condensed Consolidated Balance Sheets is as follows as of the periods indicated:
Direct
Assumed (1)
Ceded
Total, Net of Reinsurance
June 30, 2025
Assets
Premium receivable
$
197
$
11
$
(217)
$
(9)
Reinsurance recoverable, net of allowance for credit losses
—
—
10,974
10,974
Total
$
197
$
11
$
10,757
$
10,965
Liabilities
Future policy benefits and contract owner account balances
$
45,377
$
4,288
$
—
$
49,665
Total
$
45,377
$
4,288
$
—
$
49,665
December 31, 2024
Assets
Premium receivable
$
205
$
10
$
(238)
$
(23)
Reinsurance recoverable, net of allowance for credit losses
—
—
11,307
11,307
Total
$
205
$
10
$
11,069
$
11,284
Liabilities
Future policy benefits and contract owner account balances
$
45,540
$
896
$
—
$
46,436
Total
$
45,540
$
896
$
—
$
46,436
(1) As of June 30, 2025, Future policy benefits and contract owner account balances include $3.4 billion of investment contracts assumed related to the acquisition of OneAmerica Financial's full-service retirement plan business.
Information regarding the effect of reinsurance on the Condensed Consolidated Statements of Operations is as follows for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Premiums:
Direct premiums
$
956
$
1,025
$
1,914
$
2,054
Reinsurance assumed
3
4
11
11
Reinsurance ceded
(241)
(239)
(470)
(475)
Net premiums
$
718
$
790
$
1,455
$
1,590
Fee income:
Direct fee Income
$
651
$
612
$
1,296
$
1,220
Reinsurance assumed
24
4
50
8
Reinsurance ceded
(98)
(99)
(199)
(198)
Net fee income
$
577
$
517
$
1,147
$
1,030
Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders
$
1,098
$
1,157
$
2,252
$
2,338
Reinsurance assumed
35
17
60
36
Reinsurance ceded
(332)
(331)
(676)
(680)
Net interest credited and other benefits to contract owners / policyholders
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As part of the Company’s acquisition of the full-service retirement plan business of OneAmerica Financial, as disclosed in the Business, Basis of Presentation and Significant Accounting Policies Note to these Condensed Consolidated Financial Statements, the Company's wholly owned subsidiary, Voya Retirement Insurance and Annuity Company ("VRIAC"), entered into an indemnity reinsurance agreement with American United Life Insurance Company ("AULIC"), a subsidiary of OneAmerica Financial. Under the reinsurance agreement, VRIAC assumed a 100% quota share of fixed and variable annuities as well as other investment contracts, resulting in the Company assuming contract owner account balances of $3.8 billion under a combination indemnity coinsurance and coinsurance with funds withheld, and $20.6 billion of separate account liabilities under a modified coinsurance arrangement. Assumed separate account assets and liabilities are presented on a net basis in the accompanying Condensed Consolidated Balance Sheets.
If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. As of June 30, 2025 and December 31, 2024, the Company had a deposit asset net of the allowance for credit losses of $1.0 billion and $1.1 billion, respectively, which is reported in Other assets on the Condensed Consolidated Balance Sheets. In addition, the Company had a liability for funds withheld under ceded reinsurance agreements of $103 as of June 30, 2025 and December 31, 2024, which was recorded in Other liabilities on the Condensed Consolidated Balance Sheets. The funds withheld asset related to assumed reinsurance was $0.9 billion as of June 30, 2025, which was recorded in Other assets on the Condensed Consolidated Balance Sheets.
8. Separate Accounts
The following tables present a rollforward of separate account liabilities for the Retirement stabilizer and deferred annuity business, including a reconciliation to the Condensed Consolidated Balance Sheets, for the periods indicated:
June 30, 2025
December 31, 2024
Retirement
Stabilizer(1)
Deferred Annuity
Total
Stabilizer(1)
Deferred Annuity
Total
Balance at January 1
$
6,901
$
90,756
$
97,657
$
7,175
$
82,310
$
89,485
Premiums and deposits
593
5,527
6,120
891
9,970
10,861
Fee income
(15)
(245)
(260)
(33)
(487)
(520)
Surrenders, withdrawals and benefits
(623)
(5,943)
(6,566)
(1,376)
(12,539)
(13,915)
Net transfers (from) to separate accounts
—
(945)
(945)
—
(1,461)
(1,461)
Investment performance
296
6,506
6,802
244
12,963
13,207
Balance at end of period
$
7,152
$
95,656
$
102,808
$
6,901
$
90,756
$
97,657
Reconciliation to Condensed Consolidated Balance Sheets:
Other variable products liabilities
4,470
4,019
Total Separate Account liabilities
$
107,278
$
101,676
(1) Stabilizer products allow the contract holder to select either the market value of the account or the book value of the account at termination.
Cash surrender value represents the amount of the contract holders' account balances distributable at the balance sheet date, less certain surrender charges. The cash surrender value for Retirement deferred annuity products was $95,633 and $90,734, as of June 30, 2025 and December 31, 2024, respectively.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The aggregate fair value of assets, by major investment asset category, supporting separate accounts was as follows for the periods indicated:
June 30, 2025
December 31, 2024
U.S. Treasury securities and obligations of U.S. government, corporations and agencies
$
979
$
913
Corporate and foreign debt securities
2,544
2,493
Mortgage-backed securities
3,134
3,087
Equity securities (including mutual funds)
99,693
94,685
Cash, cash equivalents and short-term investments
522
437
Receivable for securities and accruals
406
61
Total
$
107,278
$
101,676
9.Segments
On August 5, 2025, the Company announced it would return to using its prior segment names — Retirement and Employee Benefits, replacing Wealth Solutions and Health Solutions, respectively. The naming convention better reflects and aligns with the services and solutions the Company provides today in the client markets served by those segments. The change in names did not affect the amounts reported by segment in the Company's financial statements.
The Company will continue to provide its products and services through three segments: Retirement, Investment Management and Employee Benefits. The Chief Executive Officer of the Company is the chief operating decision maker ("CODM") who assesses performance and makes final resource allocation decisions for the three operating segments. The CODM assesses segment performance by measuring Adjusted operating earnings before income taxes against internally developed annual targets, rolling quarterly forecasts, industry peers and investor expectations.
The Retirement segment provides tax-deferred, employer-sponsored retirement plans and administrative services to corporate, education, healthcare, other non-profit and government entities, and stable value products to institutional clients where the Company may or may not be providing defined contribution products and services, as well as individual retirement accounts ("IRAs"), other retail financial products and comprehensive financial services to individual customers.
The Investment Management segment provides investment products and retirement solutions across a broad range of geographies, market sectors, investment styles and capitalization spectrums. Products and services are offered to institutional clients, including public, corporate and union retirement plans, endowments and foundations and insurance companies, as well as individual investors and general accounts of the Company's insurance subsidiaries and are distributed through the Company's direct sales force, consultant channel and intermediary partners (such as banks, broker-dealers and independent financial advisers).
The Employee Benefits segment provides stop loss, group life, voluntary employee-paid and disability products to mid-sized and large businesses as well as benefit administration software solutions to employers and health plans.
Corporate adjusted operating earnings before income taxes include corporate operations, corporate level assets and financial obligations, financing and interest expenses, dividend payments made to preferred shareholders, other items not allocated or directly related to the Company's segments, such as certain expenses of employee benefit plans, certain adjustments to short-term and long-term incentive accruals, intercompany eliminations, and investment income in excess of amounts attributable to the segments.
Measurement
Adjusted operating earnings before income taxes is a meaningful measure used by management to evaluate its business and segment performance. This measure enhances the understanding of the Company’s financial results by focusing on the operating performance and trends of the underlying core business segments. It excludes results from exited businesses and items that tend to be highly variable from period to period based on capital market conditions or other factors which distort the
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
ability to make a meaningful evaluation of the Company's segments. The Company uses the same accounting policies and procedures to measure segment Adjusted operating earnings before income taxes as it does for the directly comparable U.S. GAAP measure Income (loss) before income taxes. Adjusted operating earnings before income taxes does not replace Income (loss) before income taxes as the U.S. GAAP measure of the Company’s consolidated results of operations. Therefore, the Company believes that it is useful to evaluate both measures when reviewing the Company’s financial and operating performance. Each segment’s Adjusted operating earnings before income taxes is calculated by adjusting Income (loss) before income taxes for the following items:
•Net investment gains (losses), which include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the fair value option unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations, and changes in the fair value of derivative instruments, excluding gains (losses) associated with swap settlements and accrued interest. It also includes changes in the fair value of derivatives related to managed custody guarantees, net of related reserve increases (decreases), less the estimated cost of these benefits, changes in nonperformance spread, and changes in market risk benefits;
•Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business, amortization of intangible assets and residual run-off activity;
•Income (loss) attributable to noncontrolling interests to which the Company is not economically entitled, such as Allianz's stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest or the noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs;
•Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings before income taxes that are available to common shareholders;
•Other adjustments may include the following items:
◦Income (loss) related to early extinguishment of debt;
◦Impairment of goodwill and intangible assets as these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;
◦Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions;
◦Expected return on plan assets net of interest costs associated with the Company's qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of the Company's pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments. These amounts do not reflect cash-settled expenses; and
◦Other items not indicative of normal operations or performance of the Company's segments or that may be related to events such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses attributable to vacant real estate.
Adjusted operating revenues is a measure of the Company's segment revenues. Each segment's Adjusted operating revenues are calculated by adjusting Total revenues to exclude the following items:
•Net investment gains (losses);
•Revenues related to businesses exited or to be exited through reinsurance or divestment;
•Revenues attributable to noncontrolling interests, which represents the attribution of results from consolidated VIEs or VOEs; and
•Other adjustments that primarily reflect fee income earned by the Company's broker-dealers for sales of nonproprietary products, which are reflected net of commission expense in the Company's segments’ operating revenues, other items where the income is passed on to third parties and the elimination of intercompany investment expenses included in Adjusted operating revenues.
Significant Expenses
•Administrative expenses are compensation, technology and other general costs, net of amounts capitalized and exclude commission expenses.
•Premium taxes, fees and assessments are taxes on paid premium and third-party fees correlated to business volumes.
•Net commissions are commissions paid net of amounts deferred.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following tables reconcile Adjusted operating revenues to Total revenues and Adjusted operating earnings before income taxes to Income (loss) before income taxes for the periods indicated:
Three Months Ended June 30, 2025
Retirement
Investment Management
Employee Benefits
Corporate
Total
Revenues:
External customer revenue(1)
$
380
$
223
$
795
$
(3)
$
1,395
Net investment income
498
8
39
39
584
Net gains (losses)
(61)
(1)
(2)
23
(41)
Income (loss) related to CIEs
—
37
—
6
43
Intersegment Fee income and elimination
—
21
—
(21)
—
Total revenues
1,981
Adjustments(2)
7
(49)
—
(39)
(81)
Adjusted operating revenues
824
239
832
5
1,900
Less:
Interest credited and other benefits to contract owners/policyholders
232
—
529
—
761
Administrative expenses
259
174
132
—
565
Premium taxes, fees and assessments
—
—
50
—
50
Net commissions
71
—
44
—
115
DAC/VOBA and other intangibles amortization
28
—
7
—
35
Financing costs and preferred dividends
—
—
—
32
32
Other corporate
—
—
—
40
40
Adjusted operating earnings before income taxes including noncontrolling interest
235
65
69
(67)
302
Less: Earnings (loss) attributable to the noncontrolling interest
—
14
—
(1)
13
Adjusted operating earnings before income taxes
235
51
69
(67)
289
Plus adjustments:
Net investment gains (losses)
(29)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment
(30)
Income (loss) attributable to noncontrolling interests
(5)
Dividend payments made to preferred shareholders
4
Other adjustments
(41)
Income (loss) before income taxes
$
188
(1) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(2) Total adjustments include Net investment gains (losses) of $(38), Revenues related to businesses exited or to be exited through reinsurance or divestment of $30, Revenues attributable to noncontrolling interests of $35 and Other adjustments of $54.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Three Months Ended June 30, 2024
Retirement
Investment Management
Employee Benefits
Corporate
Total
Revenues:
External customer revenue(1)
$
330
$
217
$
860
$
(2)
$
1,405
Net investment income
439
4
34
41
518
Net gains (losses)
5
2
—
(11)
(4)
Income (loss) related to CIEs
—
114
—
—
114
Intersegment Fee income and elimination
—
19
—
(19)
—
Total revenues
2,033
Adjustments(2)
(44)
(122)
(2)
(5)
(173)
Adjusted operating revenues
730
234
892
4
1,860
Less:
Interest credited and other benefits to contract owners/policyholders
213
—
591
—
804
Administrative expenses
220
169
131
—
520
Premium taxes, fees and assessments
—
—
50
—
50
Net commissions
62
—
51
—
113
DAC/VOBA and other intangibles amortization
21
—
8
—
29
Financing costs and preferred dividends
—
—
—
33
33
Other corporate
—
—
—
26
26
Adjusted operating earnings before income taxes including noncontrolling interest
214
64
60
(54)
284
Less: Earnings (loss) attributable to the noncontrolling interest
—
14
—
(1)
13
Adjusted operating earnings before income taxes
214
50
60
(53)
271
Plus adjustments:
Net investment gains (losses)
20
Income (loss) related to businesses exited or to be exited through reinsurance or divestment
(37)
Income (loss) attributable to noncontrolling interests
30
Dividend payments made to preferred shareholders
4
Other adjustments
(12)
Income (loss) before income taxes
$
276
(1) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(2) Total adjustments include Net investment gains (losses) of $16, Revenues related to businesses exited or to be exited through reinsurance or divestment of $13, Revenues attributable to noncontrolling interests of $102 and Other adjustments of $42.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2025
Retirement
Investment Management
Employee Benefits
Corporate
Total
Revenues:
External customer revenue(1)
$
761
$
446
$
1,602
$
(3)
$
2,806
Net investment income
969
16
75
84
1,144
Net gains (losses)
(93)
(2)
(3)
23
(75)
Income (loss) related to CIEs
—
73
—
2
75
Intersegment Fee income and elimination
—
43
—
(43)
—
Total revenues
3,950
Adjustments(2)
(15)
(94)
(1)
(52)
(162)
Adjusted operating revenues
1,622
482
1,673
11
3,788
Less:
Interest credited and other benefits to contract owners/policyholders
463
—
1,081
—
1,544
Administrative expenses
519
364
271
—
1,154
Premium taxes, fees and assessments
—
—
101
—
101
Net commissions
142
—
89
—
231
DAC/VOBA and other intangibles amortization
55
—
16
—
71
Financing costs and preferred dividends
—
—
—
80
80
Other corporate
—
—
—
62
62
Adjusted operating earnings before income taxes including noncontrolling interest
442
118
115
(131)
545
Less: Earnings (loss) attributable to the noncontrolling interest
—
26
—
(2)
24
Adjusted operating earnings before income taxes
442
92
115
(129)
521
Plus adjustments:
Net investment gains (losses)
(31)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment
(69)
Income (loss) attributable to noncontrolling interests
(10)
Dividend payments made to preferred shareholders
21
Other adjustments
(71)
Income (loss) before income taxes
$
361
(1) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(2) Total adjustments include Net investment gains (losses) of $(44), Revenues related to businesses exited or to be exited through reinsurance or divestment of $58, Revenues attributable to noncontrolling interests of $60 and Other adjustments of $87.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Six Months Ended June 30, 2024
Retirement
Investment Management
Employee Benefits
Corporate
Total
Revenues:
External customer revenue(1)
$
644
$
435
$
1,727
$
—
$
2,806
Net investment income
881
9
73
84
1,047
Net gains (losses)
43
1
1
(6)
39
Income (loss) related to CIEs
—
192
—
—
192
Intersegment Fee income and elimination
—
39
—
(39)
—
Total revenues
4,084
Adjustments(2)
(118)
(208)
(3)
(31)
(360)
Adjusted operating revenues
1,450
468
1,798
9
3,724
Less:
Interest credited and other benefits to contract owners/policyholders
429
—
1,204
—
1,633
Administrative expenses
454
351
265
—
1,070
Premium taxes, fees and assessments
—
—
91
—
91
Net commissions
124
—
102
—
226
DAC/VOBA and other intangibles amortization
43
—
17
—
60
Financing costs and preferred dividends
—
—
—
78
78
Other corporate
—
—
—
49
49
Adjusted operating earnings before income taxes including noncontrolling interest
400
117
119
(118)
518
Less: Earnings (loss) attributable to the noncontrolling interest
—
26
—
(2)
24
Adjusted operating earnings before income taxes
400
92
119
(117)
494
Plus adjustments:
Net investment gains (losses)
84
Income (loss) related to businesses exited or to be exited through reinsurance or divestment
(69)
Income (loss) attributable to noncontrolling interests
67
Dividend payments made to preferred shareholders
21
Other adjustments
(46)
Income (loss) before income taxes
$
563
(1) Includes Fee income, Premiums and Other revenue and excludes intersegment fee income and the related elimination.
(2) Total adjustments include Net investment gains (losses) of $62, Revenues related to businesses exited or to be exited through reinsurance or divestment of $37, Revenues attributable to noncontrolling interests of $167 and Other adjustments of $93.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The summary below presents Total assets for the Company's segments as of the dates indicated:
June 30, 2025
December 31, 2024
Retirement
$
139,138
$
129,058
Investment Management
1,798
1,873
Employee Benefits
3,457
3,490
Corporate
23,783
24,940
Total assets, before consolidation(1)
168,176
159,361
Consolidation of investment entities
4,260
4,528
Total assets
$
172,436
$
163,889
(1)Includes the Company's direct investments in CIEs prior to consolidation, which are accounted for using the equity method or fair value option.
10.Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill reported in the Company's operating segments were as follows:
Retirement
Investment Management
Employee Benefits
Corporate(1)
Consolidated
Balance as of January 1, 2024
$
17
$
286
$
343
$
102
$
748
Additions related to business acquisitions
—
—
—
—
—
Balance as of December 31, 2024
$
17
$
286
$
343
$
102
$
748
Additions related to business acquisitions(2)
56
—
—
—
56
Balance as of June 30, 2025
$
73
$
286
$
343
$
102
$
804
(1) Corporate includes goodwill that was acquired by the parent company and not pushed to a subsidiary within the Company’s reportable segments. The carrying value of goodwill within Corporate is allocated to Retirement, Investment Management, and Employee Benefits segments as $72, $10 and $20 respectively.
(2) During 2025, the Company recognized goodwill of $56 as a result of the acquisition of OneAmerica Financial's full-service retirement plan business.
Other Intangible Assets
The following table presents other intangible assets as of the dates indicated:
Weighted
Average
Amortization
Lives (Years)
June 30, 2025
December 31, 2024
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Indefinite-life intangibles:
Management contract rights
N/A
$
350
$
—
$
350
$
350
$
—
$
350
Finite-life intangibles:
Management contract rights
17
131
23
108
131
19
112
Customer relationship lists(1)
16
345
153
192
325
145
180
Trademarks
8
15
5
10
15
4
11
Computer software
4
464
285
179
432
253
179
Total intangible assets
$
1,305
$
466
$
839
$
1,253
$
421
$
832
(1) During 2025, as a result of the acquisition of OneAmerica Financial's full-service retirement plan business, the Company recognized intangible assets of $21, which will be amortized over a weighted average useful life of 13 years.
Amortization expense related to intangible assets was $50 and $46 for the six months ended June 30, 2025 and 2024, respectively.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
11. Share-based Incentive Compensation Plans
Omnibus Incentive Plans
The Company previously offered equity-based compensation awards to its employees and non-employee directors under various employee and non-employee incentive plans (together, the "Omnibus Plans"). On May 23, 2024, the Company's shareholders approved the Voya Financial, Inc. 2024 Omnibus Incentive Plan (the "2024 Omnibus Plan"), which is a successor to the Omnibus Plans, and no further grants shall be made pursuant to the Omnibus Plans. The 2024 Omnibus Plan provides for 8,000,000 shares of common stock to be initially available for issuance as equity-based compensation awards, less one share for every one share granted under the Omnibus Plans after December 31, 2023 and prior to the effective date of the 2024 Omnibus Plan. As of June 30, 2025, common stock reserved and available for issuance under the 2024 Omnibus Plan was 6,231,046 shares.
Compensation Cost
The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans and the 2024 Omnibus Plan for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Restricted Stock Unit (RSU) awards
$
13
$
13
$
32
$
36
Performance Stock Unit (PSU) awards
5
10
13
26
Total share-based compensation expense
18
23
45
62
Income tax benefit
4
6
11
16
After-tax share-based compensation expense
$
14
$
17
$
34
$
46
Awards Outstanding
The following table summarizes RSU and PSU awards activity under the Omnibus Plans and the 2024 Omnibus Plan for the periods indicated:
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table summarizes the number of options under the Omnibus Plans for the periods indicated:
Stock Options
(awards in millions)
Number of Awards
Weighted Average Exercise Price
Outstanding as of January 1, 2025
0.8
$
45.71
Granted
—
—
Exercised
(0.2)
40.97
Forfeited
—
—
Outstanding as of June 30, 2025
0.6
$
46.97
Vested, exercisable, as of June 30, 2025
0.6
$
46.97
12.Shareholders' Equity
Common Shares
The following table presents the rollforward of common shares used in calculating the weighted average shares utilized in the basic earnings per common share calculation for the periods indicated:
Common Shares
2025
(shares in millions)
Issued
Held in Treasury
Outstanding
Balance, January 1, 2024
103.6
0.7
102.9
Common shares issued
0.1
—
0.1
Common shares acquired - share repurchase
—
8.6
(8.6)
Share-based compensation programs
1.9
0.8
1.1
Balance, December 31, 2024
105.6
10.1
95.5
Common shares issued
—
—
—
Common shares acquired - share repurchase
—
—
—
Share-based compensation programs
1.4
0.6
0.8
Balance, June 30, 2025
107.0
10.7
96.3
Dividends declared per share of common stock were as follows for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Dividends declared per share of common stock
$
0.45
$
0.40
$
0.90
$
0.80
Share Repurchase Program
From time to time, the Company's Board of Directors authorizes the Company to repurchase shares of its common stock. These authorizations permit stock repurchases up to a prescribed dollar amount and generally may be accomplished through various means, including, without limitation, open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase, or automatic repurchase transactions, including 10b5-1 plans, or tender offers. Share repurchase authorizations typically expire if unused by a prescribed date.
As of June 30, 2025, the aggregate amount remaining under the Company's share repurchase authorization was $761. This share repurchase authorization expires on December 31, 2025 (unless extended) and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board at any time.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents repurchases of the Company's common stock pursuant to 10b5-1 plans and through open market repurchases for the periods indicated:
Six Months Ended June 30,
2025
2024
Shares of common stock
—
4,854,544
Payment
$
—
$
346
Preferred Stock
As of June 30, 2025 and December 31, 2024, there were 100,000,000 shares of preferred stock authorized. Preferred stock issued and outstanding were as follows for the periods indicated:
June 30, 2025
December 31, 2024
Series
Issued
Outstanding
Issued
Outstanding
7.758% Non-cumulative Preferred Stock, Series A
325,000
325,000
325,000
325,000
5.35% Non-cumulative Preferred Stock, Series B
300,000
300,000
300,000
300,000
Total
625,000
625,000
625,000
625,000
The declaration of dividends on preferred stock per share and in the aggregate were as follows for the periods indicated:
Series A
Series B
Three Months Ended June 30,
Per Share
Aggregate
Per Share
Aggregate
2025
$
—
$
—
$
13.375
$
4
2024
—
—
13.375
4
Six Months Ended June 30,
2025
38.790
13
26.750
8
2024
38.790
13
26.750
8
As of June 30, 2025, there were no preferred stock dividends in arrears.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
13. Earnings per Common Share
The following table presents a reconciliation of Net income (loss) and shares used in calculating basic and diluted net income (loss) per common share for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
(in millions, except for per share data)
2025
2024
2025
2024
Earnings
Net income available to common shareholders:
Net income
$
161
$
235
$
312
$
523
Less: Preferred stock dividends
4
4
21
21
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest
(5)
30
(10)
67
Net income available to common shareholders
$
162
$
201
$
301
$
435
Weighted average common shares outstanding
Basic
96.4
100.4
96.1
101.2
Dilutive Effects:
RSUs
0.8
1.0
1.0
1.1
PSUs
0.3
0.5
0.4
0.7
Stock Options
0.2
0.4
0.2
0.4
Diluted
97.7
102.3
97.7
103.4
Net income available to Voya Financial, Inc.'s common shareholders per common share (1)
Basic
$
1.69
$
2.00
$
3.14
$
4.29
Diluted
$
1.66
$
1.96
$
3.09
$
4.20
(1) Basic and diluted earnings per share are calculated using unrounded, actual amounts. Therefore, the components of earnings per share may not sum to its corresponding total. Diluted earnings per share is computed assuming the issuance of restricted stock units, stock options, performance share units and warrants using the treasury stock method.
14.Accumulated Other Comprehensive Income (Loss)
Shareholders' equity included the following components of Accumulated other comprehensive income (loss) ("AOCI") as of the dates indicated:
June 30, 2025
June 30, 2024
Fixed maturities, net of impairment
$
(2,018)
$
(2,676)
Derivatives(1)
3
66
Change in current discount rate
(759)
(818)
Deferred income tax asset (liability)(2)
706
843
Total
(2,068)
(2,585)
Pension and other postretirement benefits liability, net of tax
1
2
AOCI
$
(2,067)
$
(2,583)
(1) Gains and losses reported in AOCI from hedge transactions that resulted in the acquisition of an identified asset are reclassified into earnings in the same period or periods during which the asset acquired affects earnings. As of June 30, 2025, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $7.
(2) The Company uses the portfolio method to determine when stranded tax benefits (or detriments) are released from AOCI.
Changes in AOCI, including the reclassification adjustments recognized in the Condensed Consolidated Statements of Operations, were as follows for the periods indicated:
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Three Months Ended June 30, 2025
Before-Tax Amount
Income Tax
After-Tax Amount
Available-for-sale securities:
Fixed maturities
$
177
$
(38)
$
139
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations
(5)
2
(3)
Change in unrealized gains (losses) on available-for-sale securities
172
(36)
136
Derivatives:
Derivatives
(41)
(1)
9
(32)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
(3)
—
(3)
Change in unrealized gains (losses) on derivatives
(44)
9
(35)
Change in current discount rate
16
(3)
13
Change in AOCI
$
144
$
(30)
$
114
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
Six Months Ended June 30, 2025
Before-Tax Amount
Income Tax
After-Tax Amount
Available-for-sale securities:
Fixed maturities
$
509
$
(107)
$
402
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations
26
(5)
21
Change in unrealized gains (losses) on available-for-sale securities
535
(112)
423
Derivatives:
Derivatives
(57)
(1)
12
(45)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
(6)
1
(5)
Change in unrealized gains (losses) on derivatives
(63)
13
(50)
Change in current discount rate
28
(6)
22
Change in AOCI
$
500
$
(105)
$
395
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Three Months Ended June 30, 2024
Before-Tax Amount
Income Tax
After-Tax Amount
Available-for-sale securities:
Fixed maturities
$
(185)
$
38
$
(147)
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations
8
(2)
6
Change in unrealized gains (losses) on available-for-sale securities
(177)
36
(141)
Derivatives:
Derivatives
3
(1)
—
3
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
(4)
1
(3)
Change in unrealized gains (losses) on derivatives
(1)
1
—
Change in current discount rate
34
(7)
27
Change in AOCI
$
(144)
$
30
$
(114)
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
Six Months Ended June 30, 2024
Before-Tax Amount
Income Tax
After-Tax Amount
Available-for-sale securities:
Fixed maturities
$
(330)
$
68
$
(262)
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations
24
(5)
19
Change in unrealized gains (losses) on available-for-sale securities
(306)
63
(243)
Derivatives:
Derivatives
11
(1)
(2)
9
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations
(8)
2
(6)
Change in unrealized gains (losses) on derivatives
3
—
3
Change in current discount rate
72
(15)
57
Change in AOCI
$
(231)
$
48
$
(183)
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
15.Revenue from Contracts with Customers
Financial services and software subscriptions and services revenue is disaggregated by type of service in the following table:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Retirement
Advisory and recordkeeping and administration
$
177
$
157
$
353
$
300
Distribution and shareholder servicing
31
32
62
66
Investment Management
Advisory, asset management and recordkeeping and administration
239
242
475
484
Distribution and shareholder servicing
32
40
68
79
Employee Benefits
Recordkeeping and administration
12
7
20
12
Software subscriptions and services
50
50
101
104
Corporate
Recordkeeping and administration
1
—
1
2
Total financial services and software subscriptions and services revenue
542
528
1,080
1,047
Revenue from other sources(1)
135
87
271
169
Total Fee income and Other revenue
$
677
$
615
$
1,351
$
1,216
(1) Primarily consists of revenue from insurance contracts and financial instruments.
Net receivables of $323 and $361 are included in Other assets on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.
16.Income Taxes
The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including changes in the realizability of deferred tax assets and changes in liabilities for uncertain tax positions, are excluded from the estimated annual effective tax rate and the actual tax expense or benefit is reported in the period the related item is incurred.
The Company's effective tax rate for the three and six months ended June 30, 2025 was 14.4% and 13.6%, respectively. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the dividends received deduction ("DRD") and tax credits.
The Company's effective tax rate for the three months ended June 30, 2024 was 15.0%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the DRD, noncontrolling interest and tax credits.
The Company's effective tax rate for the six months ended June 30, 2024 was 7.1%. The effective tax rate differed from the statutory rate of 21% primarily due to the Security Life of Denver Company capital loss carryback, the effect of the DRD, noncontrolling interest and tax credits. For more details on the Security Life of Denver Company capital loss carryback, see the
Income Taxes Note to the Consolidated Financial Statements included in Part II, Item 8. of the Annual Report on Form 10-K.
Valuation allowances are provided when it is considered more likely than not that some portion or all of the deferred tax assets ("DTAs") will not be realized. The Company reviews all available positive and negative evidence to determine if a valuation allowance is recorded, including historical and projected pre-tax book income, tax planning strategies and reversals of temporary differences. As of June 30, 2025, the Company had net unrealized capital losses on investments of $2.0 billion in AOCI. The Company expects this DTA to be utilized by its hold-to-maturity tax planning strategy. Additionally, income before
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
income taxes available to the Company remained positive for the period. After evaluating the positive and negative evidence, the Company did not change its judgment regarding the realization of DTAs.
Tax Regulatory Matters
For the tax years 2023 through 2025, the Company participates in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"), which is a continuous audit program provided by the IRS. For the 2023 tax year, the Company is in the Compliance Maintenance Bridge ("Bridge") phase of CAP. In the Bridge phase, the IRS did not conduct any review or provide any letters of assurance for that tax year. For the 2024 and 2025 tax years, the Company is in the Compliance Maintenance Bridge Plus ("Bridge Plus") phase of CAP. In the Bridge Plus phase, the IRS will review the tax return and issue either a full or partial acceptance letter upon completion of review.
Tax Legislative Matters
In August 2022, the Inflation Reduction Act was signed into law creating the corporate alternative minimum tax ("CAMT"). In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. While the Company does not expect to be subject to the CAMT for 2025, the Company continues to review the proposed regulations, and its CAMT determination will need to be evaluated in light of future guidance.
In July 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes changes to the Internal Revenue Code. The Company is still assessing, but does not anticipate that the OBBBA will result in a material impact to the financial statements.
17.Financing Agreements
Short-term and Long-term Debt
The following table summarizes the carrying value of the Company’s debt issued or borrowed and outstanding as of the periods indicated:
Issuer
Maturity
June 30, 2025
December 31, 2024
3.976% Senior Notes, due 2025 (2)(3)
Voya Financial, Inc.
02/15/2025
$
—
$
399
3.65% Senior Notes, due 2026 (2)(3)
Voya Financial, Inc.
06/15/2026
446
446
5.0% Senior Notes, due 2034 (2)(3)
Voya Financial, Inc.
09/20/2034
396
395
5.7% Senior Notes, due 2043 (2)(3)
Voya Financial, Inc.
07/15/2043
396
396
4.8% Senior Notes, due 2046 (2)(3)
Voya Financial, Inc.
06/15/2046
297
297
4.7% Fixed-to-Floating Rate Junior Subordinated Notes, due 2048 (2)(3)
Voya Financial, Inc.
01/23/2048
336
336
7.625% Voya Holdings Inc. debentures, due 2026(1)
Voya Holdings Inc.
08/15/2026
139
139
6.97% Voya Holdings Inc. debentures, due 2036(1)
Voya Holdings Inc.
08/15/2036
79
79
8.424% Equitable of Iowa Companies Capital Trust II Notes, due 2027
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As of June 30, 2025, the Company was in compliance with its debt covenants.
Senior Notes
On September 20, 2024, Voya Financial, Inc. issued $400 of unsecured 5.0% Senior Notes, due 2034 (the "2034 Notes"). The 2034 Notes are fully, irrevocably, and unconditionally guaranteed by Voya Holdings Inc. Interest is paid semi-annually in arrears on March 20 and September 20 of each year, commencing on March 20, 2025. The offering resulted in aggregate net proceeds to the Company of $397, after deducting commissions and expenses. The Company used the net proceeds for the repayment at maturity of the $400 outstanding principal amount of its 3.976% Senior Notes on February 14, 2025.
Aetna Notes
As of June 30, 2025, outstanding principal amount of the 7.625% Voya Holdings Inc. debentures, due 2026 and 6.97% Voya Holdings Inc. debentures, due 2036 (collectively, the "Aetna Notes") was $218, which is guaranteed by ING Group. As of June 30, 2025, the Company provided a deposit of $224 to a control account with a third-party collateral agent as collateral benefiting ING Group. The collateral may be exchanged at any time upon the posting of any other form of acceptable collateral to the account.
Credit Facilities
The Company uses credit facilities as part of its capital management practices. Total fees associated with credit facilities for the six months ended June 30, 2025 and 2024 were immaterial.
As of June 30, 2025, the Company had a $500 senior unsecured credit facility with a syndicate of banks which expires May 1, 2028. The facility provides $500 of committed capacity for revolving loan borrowings and letters of credit issuances, including a sublimit for swingline (short-term) loans in an aggregate amount of up to $25. As of June 30, 2025, there were no amounts outstanding as revolving credit borrowings, no amounts of LOCs outstanding and no amounts of swingline loans outstanding under the senior unsecured credit facility. Under the terms of the facility, the Company is required to maintain a minimum net worth of $4.998 billion, which may increase upon any future equity issuances by the Company.
Pre-capitalized Trust Securities
During 2015, the Company entered into an off-balance sheet 10-year put option agreement with a Delaware trust formed by the Company, in connection with the sale by the trust of pre-capitalized trust securities ("P-Caps"), that provided Voya Financial, Inc. the right, at any time over a 10-year period, to issue up to $500 principal amount of its 3.976% Senior Notes, due 2025 ("3.976% Senior Notes") to the trust and receive in exchange a corresponding principal amount of U.S. Treasury securities that were held by the trust.
During 2023, the Company exercised the put option to require the trust to purchase $400 aggregate principal amount of 3.976% Senior Notes in exchange for a corresponding amount of U.S. Treasury securities held by the trust. The put option agreement expired on the remaining $100 principal amount on February 15, 2025.
On May 21, 2025, the Company entered into a 10-year Facility Agreement with a Delaware trust (the "Trust") following the completion of a private placement of Trust securities for $600 of P-Caps, conducted pursuant to Rule 144A under the Securities Act. The Trust invested the proceeds from this offering in a portfolio of U.S. Treasury principal and interest strips ("Treasury securities").
Under the Facility Agreement, the Company has the right, on one or more occasions, to issue and sell up to $600 of its 6.012% Senior Notes to the Trust in exchange for a corresponding amount of Treasury securities held by the Trust. In consideration for this right, the Company pays the Trust a semi-annual facility fee at a rate of 1.518% per annum on the unexercised portion of the facility. These fees are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. The Company also reimburses the Trust for its administrative expenses.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The Company may redeem the notes before maturity at par or, if higher, at a make-whole redemption price, plus accrued and unpaid interest. The P-Caps will be redeemed by the Trust on May 15, 2035, or earlier upon redemption of the 6.012% Senior Notes.
18.Commitments and Contingencies
Commitments
Through the normal course of investment operations, the Company commits to either purchase or sell securities, mortgage loans, or money market instruments, at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments.
As of June 30, 2025, the Company had off-balance sheet commitments to acquire mortgage loans of $177 and purchase limited partnerships and private placement investments of $2,269, of which $397 related to consolidated investment entities.
Restricted Assets
The Company is required to maintain assets on deposit with various regulatory authorities to support its insurance operations. The Company may also post collateral in connection with certain securities lending, repurchase agreements, funding agreements, credit facilities and derivative transactions. The components of the fair value of the restricted assets were as follows as of the dates indicated:
June 30, 2025
December 31, 2024
Fixed maturity collateral pledged to FHLB(1)
$
2,294
$
2,007
FHLB restricted stock(2)
71
65
Fixed maturities-state and other deposits
40
35
Cash and cash equivalents
23
21
Securities pledged(3)
1,077
1,523
Total restricted assets
$
3,505
$
3,651
(1) Included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.
(2) Included in Other investments on the Condensed Consolidated Balance Sheets.
(3) Includes the fair value of loaned securities of $722 and $1,083 as of June 30, 2025 and December 31, 2024, respectively. In addition, as of June 30, 2025 and December 31, 2024, the Company delivered securities as collateral of $170 and $159, respectively, and repurchase agreements of $185 and $281, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the Condensed Consolidated Balance Sheets.
Federal Home Loan Bank Funding Agreements
The Company is a member of the FHLB of Des Moines and the FHLB of Boston and is required to pledge collateral to back funding agreements issued to the FHLB. As of June 30, 2025 and December 31, 2024, the Company had $1,400 and $1,249, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. Assets pledged to the FHLB are reflected in the table above.
Litigation, Regulatory Matters and Contingencies
Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters, arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. The variability in pleading requirements and past experience demonstrate that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry.
While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company's financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large, and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company's litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company's results of operations or cash flows in a particular quarterly or annual period.
For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of June 30, 2025, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $25. For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss.
Litigation includes Ravarino, et al. v. Voya Financial, Inc., et al. (USDC District of Connecticut, No. 3:21-cv-01658)(filed December 14, 2021). In this putative class action, the plaintiffs allege that the named defendants breached their fiduciary duties of prudence and loyalty in the administration of the Voya 401(k) Savings Plan. The plaintiffs claim that the named defendants did not exercise proper prudence in their management of allegedly poorly performing investment options, including proprietary funds, and passed excessive investment-management and other administrative fees for proprietary and non-proprietary funds onto plan participants. The plaintiffs also allege that the defendants engaged in self-dealing through the inclusion of the Voya Stable Value Option into the plan offerings and by setting the “crediting rate” for participants’ investment in the Stable Value Fund artificially low in relation to Voya’s general account investment returns in order to maximize the spread and Voya’s profits at the participants’ expense. The complaint seeks disgorgement of unjust profits as well as costs incurred. On June 13, 2023, the Court issued a ruling granting in part and denying in part Voya's motion to dismiss. The court largely dismissed the claims for breach of fiduciary duty. The remaining claims concern allegations of breaches of the ERISA prohibited transactions rule and a claim for failure to monitor the Voya Small Cap Growth fund. The Company continues to deny the allegations, which it believes are without merit, and intends to defend the case vigorously.
Contingencies related to Performance-based Capital Allocations on Private Equity Funds
Certain performance-based capital allocations related to sponsored private equity funds ("carried interest") are not final until the conclusion of an investment term specified in the relevant asset management contract. As a result, such carried interest, if accrued or paid to the Company during such term, is subject to later adjustment based on subsequent fund performance. If the fund’s cumulative investment return falls below specified investment return hurdles, some or all of the previously accrued carried interest is reversed to the extent that the Company is no longer entitled to the performance-based capital allocation. Should the fund’s cumulative investment return subsequently increase above specified investment return hurdles in future periods, previous reversals could be fully or partially recovered.
As of June 30, 2025, approximately $93 of previously accrued carried interest would be subject to full or partial reversal in future periods if cumulative fund performance hurdles are not maintained throughout the remaining life of the affected funds.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
19. Consolidated and Nonconsolidated Investment Entities
The Company holds variable interests in certain investment entities in the form of debt or equity investments, as well as the right to receive management fees, performance fees, and carried interest. The Company consolidates certain entities under the VIE guidance when it is determined that the Company is the primary beneficiary. Alternatively, certain entities are consolidated under the VOE guidance when control is obtained through voting rights. Refer to the Condensed Consolidated Balance Sheets for the assets and liabilities of the Company's consolidated investment entities.
The Company has no right to the benefits from, nor does it bear the risks associated with consolidated investment entities beyond the Company’s direct equity and debt investments in and management fees generated from these entities. Such direct investments amounted to approximately $380 and $366 as of June 30, 2025 and December 31, 2024, respectively. If the Company were to liquidate, the assets held by consolidated investment entities would not be available to the general creditors of the Company as a result of the liquidation.
Consolidated VIEs and VOEs
Collateral Loan Obligations Entities ("CLOs")
The Company is involved in the design, creation, and the ongoing management of CLOs. These entities are created for the purpose of acquiring diversified portfolios of senior secured floating rate leveraged loans, and securitizing these assets by issuing multiple tranches of collateralized debt; thereby providing investors with a broad array of risk and return profiles. Also known as collateralized financing entities under ASC Topic 810, CLOs are variable interest entities by definition.
In return for providing collateral management services, the Company earns investment management fees and contingent performance fees. In addition to earning fee income, the Company often invests in the subordinated debt of entities formed to be the issuers of CLO offerings during their warehouse periods. The Company’s investments in these CLOs are repaid when the CLOs’ warehouse periods are closed and the CLO offerings are issued. The Company performs ongoing monitoring of the consolidation assessment for CLOs during and after their warehouse periods to determine if the Company remains the primary beneficiary of the CLOs. The fee income earned and investments held are included in the Company's ongoing consolidation assessment for each CLO. The Company was the primary beneficiary of 6 and 4 CLOs as of June 30, 2025 and December 31, 2024, respectively.
Limited Partnerships ("LPs")
The Company invests in and manages various limited partnerships, including private equity funds and hedge funds. The LPs generally have a ten-year life and a specified period during which investors can subscribe for limited partnership interests. Once the investors are admitted as limited partners, the investors are required to contribute capital when called by the general partners. The purpose of the LPs is to obtain subscriptions from limited partners and maximize the return to their partners by assembling a diversified portfolio of investments pursuant to the applicable investment strategy and guidelines, including investments in private equity funds and other securities or assets with similar risk and return characteristics primarily through secondary market purchases, and investments in fixed and floating rate loans and other instruments. The majority of the investors in the LPs are unrelated parties to the Company. In return for subscriptions, each partner receives an equity interest in the LPs in proportion to its respective investment. These entities have been evaluated by the Company and are determined to be VIEs due to the equity holders, as a group, lacking the characteristics of a controlling financial interest.
In return for serving as the general partner of and providing investment management services to these entities, the Company earns management fees and carried interest in the normal course of business. Additionally, the Company often holds an investment in each limited partnership it manages, generally in the form of general partner and limited partner interests. The fee income, carried interest, and investments held are included in the Company’s ongoing consolidation analysis for each limited partnership. The Company consolidated 11 and 13 partnerships as of June 30, 2025 and December 31, 2024, respectively.
The noncontrolling interest related to partnerships decreased from $1,783 at December 31, 2024 to $1,709 at June 30, 2025. Changes in market value, consolidations, deconsolidations, contributions, and distributions related to these investments in the funds directly impact the noncontrolling interest component of Shareholders' equity on the Company's Condensed Consolidated
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Balance Sheets. The change in noncontrolling interest was primarily driven by unfavorable market depreciation in limited partnership investments and an increase in net distributions. The Company records the noncontrolling interest using a lag methodology relying on the most recent financial information available.
Fair Value Measurement
Upon consolidation, the Company elected to apply the FVO for financial assets and financial liabilities held by CLOs and continued to measure these assets (primarily corporate loans) and liabilities (debt obligations issued by CLOs) at fair value in subsequent periods. The Company has elected the FVO to more closely align its accounting with the economics of its transactions and allows the Company to more effectively align changes in the fair value of CLO assets with a commensurate change in the fair value of CLO liabilities.
Investments held by consolidated private equity funds are measured and reported at fair value in the Company's Condensed Consolidated Financial Statements. Changes in the fair value of consolidated investment entities are recorded as a separate line item within Income (loss) related to consolidated investment entities in the Company's Condensed Consolidated Statements of Operations.
The methodology for measuring the fair value of financial assets and liabilities of consolidated investment entities, and the classification of these measurements in the fair value hierarchy is consistent with the methodology and classification applied by the Company to its investment portfolio, as discussed within the Fair Value Measurements (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements.
As discussed in more detail below, the Company utilizes valuations obtained from third-party commercial pricing services, brokers and investment sponsors or third-party administrators that supply the net asset value ("NAV"), or its equivalent, per share used as a practical expedient. The valuations obtained from brokers and third-party commercial pricing services are non-binding. These valuations are reviewed on a monthly or quarterly basis depending on the entity and its underlying investments. Procedures include, but are not limited to, a review of underlying fund investor reports, review of top and worst performing funds requiring further scrutiny, review of variance from prior periods and review of variance from benchmarks, where applicable. In addition, the Company considers both macro and fund specific events that may impact the latest NAV supplied and determines if further adjustments of value should be made. Such changes, if any, are subject to senior management review.
When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3. Broker quotes and prices obtained from pricing services are reviewed and validated through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.
Cash and Cash Equivalents
The carrying amounts for cash reflect the assets’ fair values. The fair value for cash equivalents is determined based on quoted market prices. These assets are classified as Level 1.
CLOs
Corporate loans: Corporate loan investments, which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans maturing at various dates between 2025 and 2033, paying interest at SOFR, EURIBOR or PRIME plus a spread of up to 10.1%. As of June 30, 2025 and December 31, 2024, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $26 and $17, respectively. Corporate loans are moved to non-accrual status when the investment defaults. Less than 2% of the collateral loans were in default as of June 30, 2025 and December 31, 2024.
The fair values for corporate loans are determined using independent commercial pricing services. Fair value measurement based on pricing services may be classified in Level 2 or Level 3 depending on the type, complexity, observability and liquidity of the asset being measured. The inputs used by independent commercial pricing services, such as benchmark yields and credit risk adjustments, are those that are derived principally from or corroborated by observable market data. Hence, the fair value measurement of corporate loans priced by independent pricing service providers is classified within Level 2 of the fair value hierarchy. In addition, there are assets held with CLO portfolios that represent senior level debt of other third party CLOs.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
These CLO investments are classified within Level 3 of the fair value hierarchy. See description of fair value process for CLO notes below.
CLO notes: The CLO notes are backed by diversified loan portfolios consisting primarily of senior secured floating rate leveraged loans. Repayment risk is segmented into tranches with credit ratings of these tranches reflecting both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it. The most subordinated tranche bears the first loss and receives the residual payments, if any. The interest rates are generally variable rates based on SOFR or EURIBOR plus a pre-defined spread, which varies from 1.0% for the more senior tranches to 8.8% for the more subordinated tranches. CLO notes mature in 2034 and 2036, and have a weighted average maturity of 10 years as of June 30, 2025. The investors in this debt are not affiliated with the Company and have no recourse to the general credit of the Company for this debt.
The fair values of the CLO notes are measured based on the fair value of the CLO's corporate loans, as the Company uses the measurement alternative available under ASU 2014-13 and determined that the inputs for measuring financial assets are more observable. The CLO notes are classified within Level 2 of the fair value hierarchy, consistent with the classification of the majority of the CLO financial assets.
The Company reviews the detailed prices including comparisons to prior periods for reasonableness. The Company utilizes a formal pricing challenge process to request a review of any price during which time the vendor examines its assumptions and relevant market inputs to determine if a price change is warranted.
The following narrative indicates the sensitivity of inputs:
•Default Rate: An increase (decrease) in the expected default rate would likely increase (decrease) the discount margin (increase risk premium) used to value the CLO investments and CLO notes and, as a result, would potentially decrease the value of the CLO investments and CLO notes.
•Recovery Rate: A decrease (increase) in the expected recovery of defaulted assets would potentially decrease (increase) the valuation of CLO investments and CLO notes.
•Prepayment Rate: A decrease (increase) in the expected rate of collateral prepayments would potentially decrease (increase) the valuation of CLO investments and CLO notes as the expected weighted average life ("WAL") would increase (decrease).
•Discount Margin (spread over SOFR): An increase (decrease) in the discount margin used to value the CLO investments and CLO notes would decrease (increase) the value of the CLO investments and CLO notes.
Private Equity Funds
As prescribed in ASC Topic 820, the unit of account for these investments is the interest in the investee fund. The Company owns an undivided interest in the fund portfolio and does not have the ability to dispose of individual assets and liabilities in the fund portfolio. Rather, the Company would be required to redeem or dispose of its entire interest in the investee fund. There is no current active market for interests in underlying private equity funds.
Valuation is generally based on the valuations provided by the fund's general partner or investment manager. The valuations typically reflect the fair value of the Company's capital account balance of each fund investment, including unrealized capital gains (losses), as reported in the financial statements of the respective investee fund as of the respective year end or the latest available date. In circumstances where fair values are not provided, the Company seeks to determine the fair value of fund investments based upon other information provided by the fund's general partner or investment manager or from other sources.
The fair value of securities received in-kind from fund investments is determined based on the restrictions around the securities.
•Unrestricted, publicly traded securities are valued at the closing public market price on the reporting date;
•Restricted, publicly traded securities may be valued at a discount from the closing public market price on the reporting date, depending on the circumstances; and
•Privately held securities are valued by the directors/general partner of the investee fund, based on a variety of factors, including the price of recent transactions in the company's securities and the company's earnings, revenue and book value.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
In the case of direct investments or co-investments in private equity companies, the Company initially recognizes investments at cost and subsequently adjusts investments to fair value. On a quarterly basis, the Company reviews the general partner or lead investor's valuation of the investee company, taking into account other available information, such as indications of a market value through subsequent issues of capital or transactions between third parties, performance of the investee company during the period and public, comparable companies' analysis, where appropriate.
Investments in these funds typically may not be fully redeemed at NAV within 90 days because of inherent restriction on near term redemptions.
As of June 30, 2025 and December 31, 2024, certain private equity funds maintained revolving lines of credit of $1,758 and $1,308, respectively. The revolving lines of credit are eligible for renewal every three years; all loans bear interest at EURIBOR or SOFR plus 185 - 230 bps. The lines of credit are used for funding transactions before capital is called from investors, as well as for the financing of certain purchases. As of June 30, 2025 and December 31, 2024, outstanding borrowings amount to $1,333 and $1,153, respectively. The borrowings are reflected in Liabilities related to consolidated investment entities - Other liabilities on the Company's Condensed Consolidated Balance Sheets. The borrowings are carried at an amount equal to the unpaid principal balance.
The following table summarizes the fair value hierarchy levels of consolidated investment entities as of June 30, 2025:
Level 1
Level 2
Level 3
NAV
Total
Assets
VIEs
Cash and cash equivalents
$
138
$
—
$
—
$
—
$
138
Corporate loans
—
1,399
—
—
1,399
Limited partnerships/corporations
—
—
—
2,870
2,870
Other investments(1)
—
—
44
—
44
VOEs
Cash and cash equivalents
4
—
—
—
4
Other investments(1)
—
—
—
47
47
Total assets
$
142
$
1,399
$
44
$
2,917
$
4,502
Liabilities
VIEs
CLO notes
$
—
$
1,103
$
—
$
—
$
1,103
Total liabilities
$
—
$
1,103
$
—
$
—
$
1,103
(1) VIEs and VOEs - Other investments are reflected in Assets related to consolidated investment entities - Other assets on the Company's Condensed Consolidated Balance Sheets.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table summarizes the fair value hierarchy levels of consolidated investment entities as of December 31, 2024:
Level 1
Level 2
Level 3
NAV
Total
Assets
VIEs
Cash and cash equivalents
$
113
$
—
$
—
$
—
$
113
Corporate loans
—
1,434
—
—
1,434
Limited partnerships/corporations
—
—
—
3,067
3,067
Other investments(1)
—
—
53
—
53
VOEs
Cash and cash equivalents
2
—
—
—
2
Other investments(1)
—
—
—
50
50
Total assets
$
115
$
1,434
$
53
$
3,117
$
4,719
Liabilities
VIEs
CLO notes
$
—
$
1,101
$
—
$
—
$
1,101
Total liabilities
$
—
$
1,101
$
—
$
—
$
1,101
(1) VIEs and VOEs - Other investments are reflected in Assets related to consolidated investment entities - Other assets on the Company's Condensed Consolidated Balance Sheets.
Transfers of investments out of Level 3 and into Level 2 or Level 1, if any, are recorded as of the beginning of the period in which the transfer occurred. For the three and six months ended June 30, 2025 and 2024, there were no transfers in or out of Level 3 or transfers between Level 1 and Level 2.
Deconsolidation of Certain Investment Entities
Certain investment entities that have historically been consolidated in the financial statements may require deconsolidation as of the reporting period because: (a) such funds have been liquidated or dissolved; or (b) the Company is no longer deemed to be the primary beneficiary of the VIEs/VOEs as it no longer has a controlling financial interest.
The change in CLO’s consolidation status due to the close of the warehouse and the launch of the CLO do not meet the criteria described above as this transaction represents normal business operations of the entity. Refer to the CLO life cycle described above.
The Company had two deconsolidations during the three and six months ended June 30, 2025 and June 30, 2024. Because the Company was no longer deemed to be the primary beneficiary of the VIEs, it no longer had a controlling financial interest in the entities. For deconsolidated investment entities, the Company continues to serve as the general partner and/or investment manager until such entities are fully liquidated.
Nonconsolidated VIEs
The Company also holds variable interest in certain CLOs and LPs that are not consolidated as it has been determined that the Company is not the primary beneficiary.
CLOs
As of June 30, 2025 and December 31, 2024, the Company held $494 and $466 ownership interests, respectively, in unconsolidated CLOs, which also represents the Company's maximum exposure to loss.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
LPs
As of June 30, 2025 and December 31, 2024, the Company held $1,970 and $1,836 ownership interests, respectively, in unconsolidated limited partnerships, which also represents the Company's maximum exposure to loss.
Securitizations
The Company invests in various tranches of securitization entities, including RMBS, CMBS and ABS. Through its investments, the Company is not obligated to provide any financial or other support to these entities. Each of the RMBS, CMBS and ABS entities are thinly capitalized by design and considered VIEs. The Company's involvement with these entities is limited to that of a passive investor. The Company has no unilateral right to appoint or remove the servicer, special servicer or investment manager, which are generally viewed to have the power to direct the activities that most significantly impact the securitization entities' economic performance, in any of these entities, nor does the Company function in any of these roles. The Company, through its investments or other arrangements, does not have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. Therefore, the Company is not the primary beneficiary and does not consolidate any of the RMBS, CMBS and ABS entities in which it holds investments. These investments are accounted for as investments available-for-sale as described in the Fair Value Measurements (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements and unrealized capital gains (losses) on these securities are recorded directly in AOCI, except for certain RMBS which are accounted for under the FVO whose change in fair value is reflected in Net gains (losses) in the Condensed Consolidated Statements of Operations. The Company’s maximum exposure to loss on these structured investments is limited to the amount of its investment. Refer to the Investments (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements for details regarding the carrying amounts and classifications of these assets.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
For the purposes of this discussion, the terms "Voya," "the Company," "we," "our," and "us" refer to Voya Financial, Inc. and its subsidiaries.
The following discussion and analysis presents a review of our consolidated results of operations for the three and six months ended June 30, 2025 and 2024 and financial condition as of June 30, 2025 and December 31, 2024. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section contained in our Annual Report on Form 10-K.
In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Note Concerning Forward-Looking Statements.
Overview
We are a leading provider of workplace benefits and savings solutions and technologies to U.S. employers, enabling better financial outcomes for their employees and for those who depend on their employees through our retirement solutions, retail wealth services, and a comprehensive portfolio of benefits products. We are also a leading international asset manager, built on a foundation of institutional-quality fixed income and private asset strategies, with a well-established presence in U.S. markets and a large and growing business managing retail and institutional equity, fixed income and blended strategies for clients in Europe and Asia.
We have evolved as a company through the divestiture of substantially all of our closed block variable annuity, life insurance and legacy non-retirement annuity businesses and related assets. These divestitures align with our strategic focus on a capital light, high free cash flow business that maximizes value for our shareholders through capital return and accelerated profitable revenue growth while proactively managing risk.
We are focused on executing our mission to make a secure financial future possible—one person, one family and one institution at a time. Voya’s scale, business mix, risk profile, and strong free cash flow generation are competitive differentiators, and we have a clear path to increasing free cash flow generation and Adjusted operating earnings growth via net revenue growth, margin expansion, and disciplined capital management.
On August 5, 2025, we announced we would return to using our prior segment names — Retirement and Employee Benefits, replacing Wealth Solutions and Health Solutions, respectively. The naming convention better reflects and aligns with the services and solutions we provide today in the client markets served by those segments. The change in names did not affect the amounts reported by segment in our financial statements. We will continue to provide our products and services through three segments: Retirement, Investment Management and Employee Benefits.
Retirement
Our Retirement segment provides retirement plan solutions and administration technology and services to employers. These products and services include full-service and recordkeeping-only defined contribution plan administration, stable value and fixed general account investment products and non-qualified plan administration. It also includes tools, guidance, and services to promote the financial well-being and retirement security of employees. Additionally, we provide individual retirement accounts and financial guidance and advisory services that enables us to deepen relationships with our retirement plan participants.
Revenue is earned from a diverse and complementary business mix and consists primarily of fee and investment income. Fee income is generated from asset based and participant based administrative, recordkeeping and advisory fees. Investment income derives from our general account assets and other funds. Because a significant portion of our revenues is tied to account values, our profitability is determined in part by the amount of assets we have under management, administration or advisement. This in turn depends on sales volumes to new and existing clients, net deposits from retirement plan participants, asset retention, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts.
With global distribution capabilities, we offer domestic and international fixed income, equity, alternatives and multi-asset products and solutions across market sectors and investment styles through our actively managed, full-service investment management business. We aim to provide positive investment results that are repeatable and consistent, and deliver research-driven, risk-adjusted, client-oriented investment strategies and solutions and advisory services across asset classes, geographies and investment styles.
Through our institutional distribution channel and our Retirement business, we serve a variety of institutional clients, including public, corporate and multiemployer defined benefit and defined contribution retirement plans, endowments and foundations, and insurance companies. We are a market leader in providing third-party general account management services to insurance companies, with a focus on public and private fixed income asset strategies, and a client service model adapted for the particular needs of insurance company clients. We also serve individual investors by offering our mutual funds, separately managed accounts, and private and alternative funds through an intermediary-focused distribution platform or through affiliate and third-party retirement platforms. Our scaled and growing international retail business is conducted through sub-advisory agreements with investment vehicles sponsored by affiliates of AllianzGI and distributed in Europe and Asia.
Investment Management’s primary source of revenue is management fees collected on the assets we manage. These fees are typically based on a percentage of AUM. In certain investment management fee arrangements, we may also receive performance-based incentive fees when the return on AUM exceeds certain benchmark returns or other performance hurdles. In addition, and to a lesser extent, Investment Management collects administrative fees on outside managed assets that are administered by our mutual fund platform and distributed primarily by our Retirement segment. Investment Management also receives fees as the primary investment manager of our general account, which is managed on a market-based pricing basis. Finally, Investment Management generates revenues from a portfolio of seed capital investments in private equity, collateralized loan obligations and various funds.
Employee Benefits
Our Employee Benefits segment provides worksite employee benefits, Health Account Solutions (Health Savings Account ("HSA")/Flexible Spending Account ("FSA")/Health Reimbursement Arrangements ("HRA") and COBRA administration), leave management, financial wellness, and decision support products and services to mid-size and large corporate employers and professional associations. In addition, our Employee Benefits segment serves the employer market by providing stop-loss coverage to employer plan sponsors that self-fund their pharmaceutical and medical benefits plans.
Our Employee Benefits segment also provides benefits and plan administration services to employers and health plans through our Benefitfocus business. Benefitfocus provides market-leading benefits enrollment and administration services to employers and plan enrollment services to health plans. It also provides a benefits marketplace through which employees can select and enroll in voluntary benefits offered by their employers. Our Benefitfocus platform is open-architecture and product-agnostic, enrolling and administering benefits from a variety of third-party carriers.
In addition, we also provide decision support tools through the Benefitfocus enrollment platform and through our MyVoyage mobile application, which provides a comprehensive guidance tool for employees to see their entire financial picture including their workplace benefits and savings. We support employers by taking on the administrative burden of benefits enrollment and administration, leave management, COBRA administration, and other obligations.
The Employee Benefits segment generates revenue from premiums and fees, investment income, mortality and morbidity income, and policy and other charges. Underwriting income comprises the majority of revenues in this segment and derives from the difference between premiums and mortality charges collected and benefits and expenses paid for group life, stop loss and voluntary benefits. Fee income is generated from services provided on benefits administration, leave management, HSA/FSA/HRA and COBRA administration and proprietary decision support tools. Investment income is driven by the spread between investment yields and credited rates (the interest and income that is credited to the policies) to policyholders on voluntary universal life, whole life products, and HSA invested assets, as well as the spread earned on policyholder reserves and target surplus.
Business Update
On January 2, 2025, the Company acquired the full-service retirement plan business of OneAmerica Financial. This acquisition was accomplished through the purchase of legal entities and an indemnity reinsurance agreement. The acquisition adds scale and a broader set of capabilities to the Company's full-service business in Retirement, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities and opportunities for distribution partnerships. The
purchase consideration at closing included approximately $50 million in cash paid, and contingent consideration of up to $160 million payable in 2026, based on plan persistency and transition incentives.
Trends and Uncertainties
Market Conditions
We continue to monitor the rapidly changing global financial, political and economic environment, while actively managing the Company’s businesses, investment portfolios and liquidity needs in light of current trends and uncertainties.
In the first and second quarters of 2025, new tariffs were announced on major U.S. trading partners, who have in turn responded with retaliatory actions. While many of these tariffs have been put on hold, there is significant uncertainty about the future direction of trade policies between the U.S. and its partners. This in turn has led to a significant increase in volatility across financial markets and has created more uncertainty in the economic outlook. We describe how such macroeconomic developments, risks, and uncertainties may impact the Company in Risk Factors in Part I, Item 1A, and in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.
Operating Measures
In this MD&A, we discuss Adjusted operating earnings before income taxes and Adjusted operating revenues, each of which is a measure used by management to evaluate segment performance. For additional information on each measure, see Segments Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.
Assets Under Management ("AUM") and Assets Under Advisement ("AUA")
The following table presents AUM and AUA as of the dates indicated:
As of June 30,
($ in millions)
2025
2024
AUM and AUA:
Retirement
$
757,244
$
580,567
Investment Management
413,119
389,068
Employee Benefits
1,963
1,938
Eliminations/Other
(117,098)
(110,300)
Total AUM and AUA (1)
$
1,055,228
$
861,273
AUM
582,945
491,191
AUA
472,283
370,082
Total AUM and AUA (1)
$
1,055,228
$
861,273
(1) Includes AUM and AUA related to the divested businesses, for which a substantial portion of the assets continue to be managed by our Investment Management segment.
Income (loss) related to consolidated investment entities decreased $117 million from $192 million to $75 million primarily due to:
•overall market impacts to limited partnership valuations; and
•the deconsolidation of a collateral loan obligation in the prior period.
Total Benefits and Expenses
Total benefits and expenses increased $68 million from $3,521 million to $3,589 million. The following items contributed to the overall increase.
Interest credited and other benefits to contract owners/policyholders decreased $58 million from $1,694 million to $1,636 million primarily due to:
•positive claim development in Stop Loss.
The decrease was partially offset by:
•interest credited associated with onboarded OneAmerica spread-based assets in Retirement;
•higher loss ratios in Voluntary and Group Life products in Employee Benefits;
•an unfavorable change in market risk benefits driven by equity market performance and interest rate movements;
•unfavorable changes in the fair value of embedded derivatives associated with businesses exited primarily due to changes in interest rates, which are mostly offset by a corresponding amount in Net gains (losses); and
•lower amortization of the cost of reinsurance liability associated with businesses exited primarily due to lower lapses on post-level term products in the current period.
Operating expenses increased $130 million from $1,551 million to $1,681 million primarily due to:
•onboarded business from OneAmerica;
•higher severance costs in the current period;
•overall business growth in Retirement and Investment Management;
•investments in Short-Term Disability and Leave Management in Employee Benefits; and
•closing and integration costs incurred in the current period associated with the OneAmerica transaction.
The increase was partially offset by:
•actions to efficiently manage spend; and
•lower integration costs associated with prior acquisitions in the current period.
Operating expenses related to consolidated investment entities decreased $12 million from $104 million to $92 million primarily due to:
•the deconsolidation of a collateral loan obligation in the prior period.
Income Tax Expense
Income tax expense increased $9 million from $40 million to $49 million primarily due to:
•the Security Life of Denver Company capital loss carryback recorded in 2024. For more details, see the Income Taxes
Note to the Consolidated Financial Statements included in Part II, Item 8. of the Annual Report on Form 10-K; and
Adjustments from Income (Loss) before Income Taxes to Adjusted Operating Earnings (Loss) before Income Taxes
The summary below reconciles Income (loss) before income taxes to Adjusted operating earnings before income taxes for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
Change
2025
2024
Change
Income (loss) before income taxes
$
188
$
276
$
(88)
$
361
$
563
$
(202)
Less adjustments:
Net investment gains (losses)
(29)
20
(49)
(31)
84
(115)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment
(30)
(37)
7
(69)
(69)
—
Income (loss) attributable to noncontrolling interests
(5)
30
(35)
(10)
67
(77)
Dividend payments made to preferred shareholders
4
4
—
21
21
—
Other adjustments(1)
(41)
(12)
(29)
(71)
(35)
(36)
Total adjustments to income (loss) before income taxes
(101)
5
(106)
(160)
68
(228)
Total adjusted operating earnings before income taxes
$
289
$
271
$
18
$
521
$
494
$
27
Adjusted operating earnings before income taxes by segment:
Retirement
$
235
$
214
$
21
$
442
$
400
$
42
Employee Benefits
69
60
9
115
119
(4)
Investment Management
65
64
1
118
117
1
Corporate
(67)
(54)
(13)
(131)
(118)
(13)
Total including noncontrolling interest
302
284
18
545
518
27
Less: Earning (loss) attributable to the noncontrolling interest(2)
13
13
—
24
24
—
Total
$
289
$
271
$
18
$
521
$
494
$
27
(1) Primarily consists of acquisition and integration costs associated with recent transactions and amortization of acquisition-related intangible assets. For the three and six months ended June 30, 2025, also includes $23 million and $31 million, pre-tax of severance costs, respectively.
(2) Reflects Allianz's 24% ownership stake in the results of VIM Holdings LLC.
Adjusted operating earnings before income taxes is the measure of segment profit or loss management uses to evaluate segment performance. Adjusted operating earnings before income taxes should not be viewed as a substitute for GAAP pre-tax income. We believe that the presentation of segment Adjusted operating earnings before income taxes as we measure it for management purposes enhances the understanding of our business by reflecting the underlying performance of our core operations and facilitating a more meaningful trend analysis. Refer to the Segments Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on the presentation of segment results, our definition of Adjusted operating earnings before income taxes and Adjusted operating revenues, which are both non-GAAP financial measures, and a reconciliation to the most directly comparable GAAP measure.
Adjusted operating benefits and expenses is a measure of our segment operating benefits and expenses and a non-GAAP financial measure. Each segment’s Adjusted operating benefits and expenses are calculated by adjusting Total benefits and expenses for the following items:
•Changes in market risk benefits;
•Benefits and expenses related to businesses exited or to be exited through reinsurance or divestment;
•Expenses attributable to noncontrolling interests;
•Dividend payments made to preferred shareholders are included in adjusted operating benefits and expenses to reflect expenses related to our common shareholders;
•Other adjustments include:
◦Income (loss) related to early extinguishment of debt;
◦Impairment of goodwill and intangible assets;
◦Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions;
◦Expected return on plan assets net of interest costs associated with our qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of our pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments;
◦Commissions paid to our broker-dealers for sales of non-proprietary products and other items where the income is passed on to third parties, which are reflected in adjusted operating revenue with the fee income related to those products;
◦Other items not indicative of normal operations or performance of our segments or that may be related to events such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses attributable to vacant real estate.
The summary below reconciles Total benefits and expenses to Adjusted operating benefits and expenses for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Total benefits and expenses
$
1,793
$
1,757
$
3,589
$
3,521
Less adjustments:
Changes in market risk benefits
(9)
(4)
(12)
(20)
Benefits and expenses related to businesses exited or to be exited through reinsurance or divestment
60
50
127
106
Expenses attributable to noncontrolling interests
54
85
95
124
Dividend payments made to preferred shareholders
(4)
(4)
(21)
(21)
Other adjustments
95
54
158
128
Total adjusted operating benefits and expenses
$
1,598
$
1,576
$
3,243
$
3,206
Adjusted operating benefits and expenses by segment:
The following table presents Adjusted operating earnings before income taxes of our Retirement segment for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Adjusted operating revenues:
Net investment income and net gains (losses)
$
482
$
443
$
939
$
880
Fee income
319
271
637
534
Other revenue
24
17
46
35
Total adjusted operating revenues
824
730
1,622
1,450
Adjusted operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders
232
213
463
429
Operating expenses
330
282
662
579
Net amortization of DAC/VOBA
27
21
54
42
Total adjusted operating benefits and expenses
589
516
1,180
1,050
Adjusted operating earnings before income taxes
$
235
$
214
$
442
$
400
The following table presents Net revenue and Adjusted operating margin for our Retirement segment for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Adjusted operating earnings before income taxes
$
235
$
214
$
442
$
400
Total adjusted operating revenues
824
730
1,622
1,450
Less: Interest credited and other benefits to contract owners/policyholders
232
213
463
429
Net revenue
$
592
$
517
$
1,159
$
1,021
Adjusted operating margin (1)
39.7
%
41.4
%
38.2
%
39.2
%
(1) Adjusted operating earnings before income taxes divided by Net revenue.
The following table presents Total Client Assets by product group, which comprise total AUM and AUA, for our Retirement segment as of the dates indicated:
As of June 30,
($ in millions)
2025
2024
Full Service (1)
$
270,477
$
199,196
Recordkeeping (1)
419,669
319,819
Total Defined Contribution
690,146
519,015
Investment-only Stable Value
36,678
33,985
Retail Client and Other Assets (2)
38,507
35,014
Eliminations
(8,087)
(7,446)
Total Client Assets by product group
$
757,244
$
580,567
(1) Full Service and Recordkeeping assets as of June 30, 2025 include the recast of ending assets as of March 31, 2025 to reflect the OneAmerica book of business consistent with Voya's definition. There was no change to Total Defined Contribution assets as a result of this recast.
(2) Other assets includes other guaranteed payout products and non-qualified retirement plans.
The following table presents Total Client Assets by source of earnings, which comprise total AUM and AUA, for our Retirement segment as of the dates indicated:
As of June 30,
($ in millions)
2025
2024
Fee-based
$
662,433
$
493,994
Spread-based (1)
33,220
30,335
Investment-only Stable Value
36,678
33,985
Retail Client Assets
33,000
29,699
Eliminations
(8,087)
(7,446)
Total Client Assets by source of earnings
$
757,244
$
580,567
(1) Spread-based client assets include Full Service, as well as proprietary IRA mutual fund products and other guaranteed payout products.
The following table presents Full Service, Recordkeeping, and Stable Value net flows for our Retirement segment for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Deposits
$
7,571
$
5,811
$
16,046
$
12,221
Surrenders, benefits and product charges
(8,692)
(6,409)
(17,996)
(12,796)
Total Full Service Net flows(1)
(1,121)
(597)
(1,949)
(576)
Recordkeeping Net Flows(1)
12,732
(1,027)
42,964
(1,339)
Total Defined Contribution Net Flows(2)
$
11,611
$
(1,625)
$
41,016
$
(1,914)
Investment-only Stable Value Net Flows
$
252
$
(1,061)
$
1,411
$
(1,980)
(1) Full Service and Recordkeeping net flows for the six months ended June 30, 2025 include the recast of net flows for the three months ended March 31, 2025 to reflect the OneAmerica book of business consistent with Voya's definition. There was no change to Total Defined Contribution Net Flows as a result of this recast.
(2) Total of Full Service and Recordkeeping.
Retirement - Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Adjusted operating earnings before income taxes increased $21 millionfrom $214 million to $235 million primarily due to:
•higher revenues benefiting from onboarded OneAmerica fee and spread-based assets, favorable market impacts, and positive defined contribution flows;
•higher alternative investment income; and
•actions to efficiently manage spend.
The increase was partially offset by:
•higher expenses reflecting the onboarded business and VOBA asset amortization from the OneAmerica transaction and investments in business growth.
Retirement - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Adjusted operating earnings before income taxes increased$42 millionfrom $400 million to $442 million primarily due to:
•higher revenues benefiting from onboarded OneAmerica fee and spread-based assets, favorable market impacts, and positive defined contribution flows;
•higher alternative investment income; and
•actions to efficiently manage spend.
The increase was partially offset by:
•higher expenses reflecting the onboarded business and VOBA asset amortization from the OneAmerica transaction and investments in business growth.
The following table presents Adjusted operating earnings before income taxes of our Investment Management segment for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Adjusted operating revenues:
Net investment income and net gains (losses)
$
5
$
8
$
11
$
16
Fee income
237
225
472
452
Other revenue
(3)
1
(1)
—
Total adjusted operating revenues
239
234
482
468
Adjusted operating benefits and expenses:
Operating expenses
174
169
364
351
Total adjusted operating benefits and expenses
174
169
364
351
Adjusted operating earnings before income taxes including noncontrolling interest
65
64
118
117
Less: Earnings (loss) attributable to the noncontrolling interest (1)
14
14
26
26
Adjusted operating earnings before income taxes
$
51
$
50
$
92
$
92
(1) Reflects Allianz's 24% ownership stake in the results of VIM Holdings LLC.
The following table presents Net revenue and Adjusted operating margin for our Investment Management segment for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Adjusted operating earnings before income taxes including noncontrolling interest
$
65
$
64
$
118
$
117
Total adjusted operating revenues
239
234
482
468
Net revenue
$
239
$
234
$
482
$
468
Adjusted operating margin (1)
27.3
%
27.5
%
24.5
%
25.1
%
(1) Adjusted operating earnings before income taxes divided by Net revenue.
Our Investment Management segment operating revenues include the following intersegment revenues, primarily consisting of asset-based management and administration fees, for the periods indicated:
The following table presents AUM and AUA for our Investment Management segment as of the dates indicated:
As of June 30,
($ in millions)
2025
2024
External clients:
Institutional(1)
$
166,833
$
152,165
Retail(1)
156,329
150,341
Total external clients
323,162
302,506
General account
36,428
33,884
Total AUM
359,589
336,390
AUA(2)
53,530
52,678
Total AUM and AUA
$
413,119
$
389,068
(1) Includes assets associated with the divested businesses.
(2) Includes assets sourced by other segments and also reported as AUA or AUM by such other segments. Assets Under Advisement, presented in AUA, includes advisory assets, mutual fund, general account and stable value assets.
The following table presents net flows for our Investment Management segment for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Net Flows:
Institutional
$
952
$
3,134
$
6,139
$
1,909
Retail (1)
874
1,640
3,370
3,440
Net Flows excluding Net Flows from Divested Businesses
1,826
4,774
9,509
5,348
Divested businesses
(259)
(623)
(633)
(1,274)
Total
$
1,567
$
4,151
$
8,877
$
4,075
(1) Includes reinvested dividends.
Investment Management - Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Adjusted operating earnings before income taxes including noncontrolling interest increased $1 million from $64 million to $65 million primarily due to:
•higher fee-based revenues benefiting from strong commercial momentum and favorable market impacts; and
•actions to efficiently manage spend.
These favorable changes were offset by:
•higher operating expenses driven by business growth; and
•lower investment capital returns primarily driven by overall market performance.
Investment Management - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $1 million from $117 million to $118 million primarily due to:
•higher fee-based revenues benefiting from strong commercial momentum and favorable market impacts; and
•actions to efficiently manage spend.
These favorable changes were offset by:
•higher operating expenses driven by business growth; and
•lower investment capital returns primarily driven by overall market performance.
The following table presents sales, gross premiums and in-force for our Employee Benefits segment for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Sales by Product Line:
Group life and Disability
$
22
$
18
$
96
$
148
Stop loss
14
23
279
560
Total group products
36
41
375
708
Voluntary and Other (1)
37
38
136
180
Total sales by product line
$
73
$
78
$
511
$
887
Total gross premiums and deposits
$
843
$
904
$
1,689
$
1,804
Group life and Disability
$
977
$
996
$
977
$
996
Stop loss
1,569
1,845
1,569
1,845
Voluntary and Other (1)
1,103
1,030
1,103
1,030
Total annualized in-force premiums and fees
$
3,649
$
3,870
$
3,649
$
3,870
Loss Ratios:
Group life (interest adjusted)
74.3
%
79.3
%
82.2
%
80.2
%
Stop loss
80.3
%
83.2
%
77.6
%
83.7
%
Total Aggregate Loss Ratio
70.7
%
72.9
%
71.4
%
73.3
%
Total Aggregate Loss Ratio Trailing Twelve Months
79.0
%
72.3
%
79.0
%
72.3
%
(1) Includes benefit administration annual recurring revenue and Health Account Solutions products.
Employee Benefits - Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Adjusted Operating earnings before income taxes increased $9 million from $60 million to $69 million primarily due to:
•lower benefits to policyholders primarily due to positive claim development in Stop Loss and a lower loss ratio in Group Life, partially offset by a higher Voluntary loss ratio;
•lower premium-driven expenses and actions to efficiently manage spend; and
•higher alternative investment income.
The increase was partially offset by:
•lower revenues primarily driven by actions to improve the Stop Loss business; and
•investments in Short-Term Disability and Leave Management.
Employee Benefits - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Adjusted Operating earnings before income taxes decreased $4 million from $119 million to $115 million primarily due to:
•lower revenues primarily driven by actions to improve the Stop Loss business; and
•investments in Short-Term Disability and Leave Management.
The decrease was partially offset by:
•lower benefits to policyholders primarily due to positive claim development in Stop Loss, net of higher loss ratios in Voluntary and Group Life;
•higher alternative investment income; and
•lower premium-driven expenses and actions to efficiently manage spend.
The following table presents Adjusted operating earnings before income taxes of Corporate for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Adjusted operating revenues:
Net investment income and net gains (losses)
$
5
$
4
$
10
$
8
Other revenue
—
1
1
1
Total adjusted operating revenues
5
4
11
9
Adjusted operating benefits and expenses:
Operating expenses(1)
40
26
62
49
Interest expense(2)
32
33
80
78
Total adjusted operating benefits and expenses
72
59
142
127
Adjusted operating earnings before income taxes including noncontrolling interest
(67)
(54)
(131)
(118)
Less: Earnings (loss) attributable to the noncontrolling interest
(1)
(1)
(2)
(2)
Adjusted operating earnings before income taxes
$
(67)
$
(53)
$
(129)
$
(117)
(1) Includes expenses from corporate activities and expenses not allocated to our segments.
(2) Includes dividend payments made to preferred shareholders.
Corporate - Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Adjusted operating earnings before income taxes including noncontrolling interest decreased $13 million from a loss of $54 million to a loss of $67 million primarily due to:
•adjustments to incentive compensation and higher expenses not directly related to the segments.
Corporate - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Adjusted operating earnings before income taxes including Allianz noncontrolling interest decreased $13 million from a loss of $118 million to a loss of $131 million primarily due to:
•higher expenses not directly related to the segments and adjustments to incentive compensation.
Alternative Investment Income
Investment income on certain alternative investments can be volatile due to changes in market conditions. The following table presents the amount of investment income (loss) on certain alternative investments that is included in segment Adjusted operating earnings before income taxes and the average level of assets in each segment, prior to intercompany eliminations, which excludes alternative investments and income that are a component of Income (loss) related to businesses exited or to be exited through reinsurance or divestment. These alternative investments are carried at fair value, which is estimated based on the NAV of these funds. While investment income on these assets can be volatile, based on current plans, we expect to earn 9% on these assets over the long term.
The following table presents alternative investment income and average assets of alternative investments for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Retirement:
Alternative investment income
$
42
$
34
$
64
$
58
Average alternative investment
1,590
1,536
1,590
1,498
Investment Management:
Alternative investment income
4
7
9
13
Average alternative investment
344
349
335
331
Employee Benefits:
Alternative investment income
7
2
10
8
Average alternative investment
268
220
253
231
Liquidity and Capital Resources
Liquidity refers to our ability to access sufficient sources of cash to meet the requirements of our operating, investing and financing activities. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows on investments and products, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein.
The following presents a review of our sources and uses of liquidity and capital and should be read in its entirety and in conjunction with theOff-Balance Sheet Arrangements discussion included further below.
Consolidated Sources and Uses of Liquidity and Capital
Our principal available sources of liquidity are product charges, investment income, proceeds from the maturity and sale of investments, proceeds from debt issuance and borrowing facilities, equity securities issuance, repurchase agreements, contract deposits and securities lending. Primary uses of these funds are payments of policyholder benefits, commissions and operating expenses, interest credits, dividends, debt maturities and redemptions, share repurchases, investment purchases, business acquisitions and contract maturities, withdrawals and surrenders.
Parent Company Sources and Uses of Liquidity
Voya Financial, Inc. is largely dependent on cash flows from its operating subsidiaries to meet its obligations. The principal sources of funds available to Voya Financial, Inc. include dividends and returns of capital from its operating subsidiaries, as well as cash and short-term investments, and proceeds from debt issuances, borrowing facilities and equity securities issuances.
These sources of funds include the $500 million revolving credit sublimit of our senior unsecured credit facility and reciprocal borrowing facilities maintained with Voya Financial, Inc.'s subsidiaries as well as alternate sources of liquidity described below.
We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of June 30, 2025, was approximately $0.3 billion. As of June 30, 2025, our estimated combined RBC ratio was 401%. Excess capital and the estimated RBC ratio are both adjusted for certain intercompany loans and transactions.
Voya Financial, Inc.'s primary sources and uses of cash for the periods indicated are presented in the following table:
Six Months Ended June 30,
($ in millions)
2025
2024
Beginning cash and cash equivalents balance
$
217
$
206
Sources:
Dividends and returns of capital from subsidiaries
422
473
Loans from subsidiaries, net of repayments
286
65
Amounts received from subsidiaries under tax sharing agreements, net
28
51
Refund of income taxes, net
1
—
Settlement of amounts due from subsidiaries and affiliates, net
36
27
Collateral received, net
2
—
Other, net
—
34
Total sources
775
650
Uses:
Payment of interest expense
53
61
Capital provided to subsidiaries
25
—
Payment for business acquisitions
50
—
Loans to subsidiaries, net of repayments
75
93
Payment of income taxes, net
—
2
Common stock acquired - share repurchase
—
348
Share-based compensation
36
38
Dividends paid on preferred stock
21
21
Dividends paid on common stock
87
81
Acquisition of short-term investments, net
60
—
Debt maturity(1)
400
—
Collateral delivered, net
—
10
Asset purchases and investment expense, net
—
14
Derivatives, net
5
—
Other, net
31
—
Total uses
843
668
Net increase (decrease) in cash and cash equivalents
(68)
(18)
Ending cash and cash equivalents balance
$
149
$
188
Liquid short-term investments(2)
80
29
Ending cash, cash equivalents and liquid short-term investments
$
229
$
217
(1) See Pre-capitalized Trust Securities below for further detail.
(2) Short-term investments have maturities of one year or less, but greater than three months, are liquid and primarily consist of commercial paper investments rated BBB+ or greater.
Liquidity
We manage liquidity through access to substantial investment portfolios as well as a variety of other sources of liquidity including committed credit facilities, securities lending and repurchase agreements. Our asset-liability management ("ALM") process considers the expected maturity of investments and expected benefit payments as well as the specific nature and risk profile of the liabilities. As part of our liquidity management process, we model different scenarios to determine whether existing assets are adequate to meet projected cash flows.
The primary components of our capital structure consist of debt and equity securities. Our capital position is supported by cash flows within our operating subsidiaries, the availability of borrowed funds under liquidity facilities, and any additional capital we raise to invest in the growth of the business and for general corporate purposes. We manage our capital position based on a variety of factors including, but not limited to, our financial strength, the credit rating of Voya Financial, Inc. and of its insurance company subsidiaries and general macroeconomic conditions. We may repurchase or otherwise retire our debt and preferred stock and take other steps to reduce our debt and preferred stock or otherwise improve our financial position. These actions could include open market repurchases, negotiated repurchases, tender offers or other retirements of outstanding debt and opportunistic refinancing of debt. The amount that may be repurchased or otherwise retired, if any, will depend on market conditions, trading levels, cash position, compliance with covenants and other considerations.
See the Consolidated and Nonconsolidated Investment Entities Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details over changes in noncontrolling interest during the year and impacting capitalization.
Share Repurchase Program and Dividends to Common Shareholders
See the Shareholders' Equity Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations during the six months ended June 30, 2025. As of June 30, 2025, our remaining repurchase capacity under the Board's authorization was $761 million.
The following table provides a summary of common dividends and repurchases of common shares for the periods indicated:
Six Months Ended June 30,
($ in millions)
2025
2024
Dividends paid on common shares
$
87
$
81
Repurchases of common shares (at cost)
—
346
Total
$
87
$
427
Debt
As of June 30, 2025, we had $447 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt. The following table summarizes our borrowing activities for the six months ended June 30, 2025:
($ in millions)
Beginning Balance
Issuance
Maturities and Repayment
Other Changes(1)
Ending Balance
Total long-term debt
$
2,103
$
—
$
—
$
(446)
$
1,657
(1) Other changes represent the reclassification of $446 million of debt maturing in 2026 from long-term to short-term debt.
See the Financing Agreements and Shareholders' Equity Notes to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details on changes in debt and equity during the year.
Pre-capitalized Trust Securities
See the Financing Agreements Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on the Put Option and the 3.976% Senior Notes, due 2025. The Company repaid the $400 million outstanding principal amount of its 3.976% Senior Notes upon maturity on February 14, 2025. The put option agreement expired on February 15, 2025.
On May 21, 2025, we entered into a 10-year Facility Agreement with a Delaware trust (the "Trust") following the completion of a private placement of Trust securities for $600 million of P-Caps, conducted pursuant to Rule 144A under the Securities Act. The Trust invested the proceeds from this offering in a portfolio of U.S. Treasury principal and interest strips ("Treasury securities").
Under the Facility Agreement, we have the right, on one or more occasions, to issue and sell up to $600 million of its 6.012% Senior Notes to the Trust in exchange for a corresponding amount of Treasury securities held by the Trust. In consideration for this right, we pay the Trust a semi-annual facility fee at a rate of 1.5175% per annum on the unexercised portion of the facility. These fees are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. We also reimburse the Trust for its administrative expenses.
We may redeem the notes before maturity at par or, if higher, at a make-whole redemption price, plus accrued and unpaid interest. The P-Caps will be redeemed by the Trust on May 15, 2035, or earlier upon redemption of the 6.012% Senior Notes.
Credit Facilities
See the Financing Agreements Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on credit facilities.
Voya Financial, Inc. Credit Support of Subsidiaries
Voya Financial, Inc. provide guarantees to certain of our subsidiaries to support various business requirements:
•Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 million principal amount of the 8.42% Equitable of Iowa Companies Capital Trust II Notes, due 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $218 million combined principal amount of Aetna Notes.
•Voya Financial, Inc. and Voya Holdings provide a guarantee of payment of obligations to certain subsidiaries under certain surplus notes held by those subsidiaries.
We did not recognize any asset or liability as of June 30, 2025 in relation to intercompany indemnifications, guarantees or support agreements. As of June 30, 2025, no guarantees existed in which we were required to currently perform under these arrangements.
Borrowings from Subsidiaries
We maintain revolving reciprocal loan agreements with a number of our life and non-life insurance subsidiaries that are used to fund short-term cash requirements that arise in the ordinary course of business. Under these agreements, either party may borrow up to the maximum allowable under the agreement for a term not more than 270 days. For life insurance subsidiaries, the amounts that either party may borrow under the agreement vary and are between 3% and 5% of the insurance subsidiary's statutory net admitted assets (excluding separate accounts) as of the previous year end depending on the state of domicile. As of June 30, 2025, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.4 billion. For non-life insurance subsidiaries, the maximum allowable under the agreement is based on the assets of the subsidiaries and their particular cash requirements. As of June 30, 2025, Voya Financial, Inc. had $463 million in outstanding borrowings from subsidiaries and had loaned $467 million to its subsidiaries.
Ratings
Our access to funding and our related cost of borrowing, collateral requirements for derivative instruments and the attractiveness of certain of our products to customers are affected by our credit ratings and insurance financial strength ratings, which are periodically reviewed by the rating agencies. Financial strength ratings and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Credit ratings are also important to our ability to raise capital through the issuance of debt and for the cost of such financing.
A downgrade in our credit ratings or the credit or financial strength ratings of our rated subsidiaries could have a material adverse effect on our results of operations and financial condition. See A downgrade or a potential downgrade in our financial strength or credit ratings may result in a loss of business and adversely affect our results of operations and financial condition in Risk Factors in Part I, Item 1A. of our most current Annual Report on Form 10-K.
Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity's ability to repay its indebtedness. These ratings are not a recommendation to buy or hold any of our securities and they may be revised or revoked at any time at the sole discretion of the rating organization.
Rating agencies use an "outlook" statement for both industry sectors and individual companies. A stable outlook from rating agencies is an opinion generally indicating that the rating is not likely to change over the medium term.
The financial strength and credit ratings of Voya Financial, Inc. and its principal subsidiaries as of the date of this Quarterly Report on Form 10-Q are summarized in the following table.
Rating Agency
A.M. Best
Fitch, Inc.
Moody's Investors Service, Inc.
Standard & Poor's
("A.M. Best")(1)
("Fitch")(2)
("Moody's")(3)
("S&P")(4)
Long-term Issuer Credit Rating/Outlook:
Voya Financial, Inc.
(5)
A-/stable
Baa2/stable
BBB+/stable
Financial Strength Rating/Outlook:
Voya Retirement Insurance and Annuity Company
(5)
A+/stable
A2/stable
A+/stable
ReliaStar Life Insurance Company
A/stable
A+/stable
A2/stable
A+/stable
ReliaStar Life Insurance Company of New York
A/stable
A+/stable
A2/stable
A+/stable
(1) A.M. Best's financial strength ratings for insurance companies range from "A++ (superior)" to "s (suspended)." Long-term credit ratings range from "aaa (exceptional)" to "s (suspended)."
(2) Fitch's financial strength ratings for insurance companies range from "AAA (exceptionally strong)" to "C (distressed)." Long-term credit ratings range from "AAA (highest credit quality)," which denotes exceptionally strong capacity for timely payment of financial commitments, to "D (default)."
(3) Moody’s financial strength ratings for insurance companies range from "Aaa (exceptional)" to "C (lowest)." Numeric modifiers are used to refer to the ranking within the group, with 1 being the highest and 3 being the lowest. These modifiers are used to indicate relative strength within a category. Long-term credit ratings range from "Aaa (highest)" to "C (default)."
(4) S&P's financial strength ratings for insurance companies range from "AAA (extremely strong)" to "D (default)." Long-term credit ratings range from "AAA (extremely strong)" to "D (default)."
(5) Effective April 11, 2019, A.M. Best withdrew, at the Company’s request, its financial strength ratings with respect to Voya Financial, Inc. and Voya Retirement Insurance and Annuity Company.
On September 18, 2024, Fitch upgraded Voya Financial, Inc.'s life insurance subsidiaries' Insurer Financial Strength to A+ from A, long-term issuer default rating to A- from BBB+ and senior unsecured debt to BBB+ from BBB. In conjunction with the upgrade, Fitch revised its outlook to stable.
In December of 2024, Moody’s confirmed its outlook for the U.S. life insurance sector as stable. Also, in December of 2024, A.M. Best maintained a stable outlook on the U.S. life insurance sector and Fitch changed its outlook from improving to stable for the North American life insurance sector.
Restrictions on Dividends and Returns of Capital from Subsidiaries
Our business is conducted through operating subsidiaries. U.S. insurance laws and regulations regulate the payment of dividends and other distributions by our U.S. insurance subsidiaries to their respective parents. These restrictions are based in part on the prior year's statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts, or "extraordinary" dividends, are subject to approval by the insurance commissioner of the state of domicile of the insurance subsidiary proposing to pay the dividend. In addition, under the insurance laws of our principal insurance subsidiaries domiciled in Connecticut and Minnesota (these insurance subsidiaries are referred to collectively as our "Principal Insurance Subsidiaries"), no dividend or other distribution exceeding an amount equal to an insurance company's earned surplus may be paid without the domiciliary insurance regulator's prior approval.
Our Principal Insurance Subsidiaries domiciled in Connecticut and Minnesota both have ordinary dividend capacity for 2025. Any extraordinary dividend payment would be subject to domiciliary insurance regulatory approval, which can be granted or withheld at the discretion of the regulator.
We may receive dividends from or contribute capital to our wholly owned non-life insurance subsidiaries such as broker-dealers, investment management entities and intermediate holding companies.
Insurance Subsidiaries - Dividends, Returns of Capital, and Capital Contributions
The following table summarizes dividends by each of the Company's Principal Insurance Subsidiaries to its parent for the periods indicated:
Dividends Paid(1)
Six Months Ended June 30,
($ in millions)
2025
2024
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT)
$
394
$
473
ReliaStar Life Insurance Company ("RLI") (MN)
—
57
(1) None of the dividends paid during the periods presented were considered extraordinary distributions.
Off-Balance Sheet Arrangements
Off-balance sheet arrangements are mostly related to commitments to either purchase or sell securities, mortgage loans or money market instruments, at a specified future date and at a specified price or yield. In addition, off-balance sheet arrangements include obligations to return non-cash collateral under our securities lending program. Non-cash collateral received in connection with the securities lending program may not be sold or re-pledged by our lending agent, except in the event of default. For information regarding off-balance sheet arrangements, see the Investments (excluding Consolidated Investment Entities) Note and the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.
Our Leverage Ratios are a measure that we use to monitor the level of our debt relative to our total capitalization. The following table presents our leverage ratios for the periods indicated:
June 30,
December 31,
($ in millions)
2025
2024
Financial Debt
Total financial debt
$
2,104
$
2,502
Other financial obligations(1)
305
304
Total financial obligations
2,409
2,806
Mezzanine equity
Redeemable noncontrolling interest
215
219
Equity
Preferred equity(2)
612
612
Common equity, excluding AOCI
6,084
5,855
Total equity, excluding AOCI
6,696
6,467
AOCI
(2,067)
(2,462)
Total Voya Financial, Inc. shareholders' equity
4,629
4,005
Noncontrolling interest
1,709
1,783
Total shareholders' equity
$
6,338
$
5,788
Capital
Capitalization(3)
$
6,733
$
6,507
Adjusted capitalization excluding AOCI(4)
$
11,029
$
11,275
Leverage Ratios
Debt-to-Capital Ratio(5)
31.2
%
38.5
%
Financial Leverage excluding AOCI(6)
27.4
%
30.3
%
(1) Includes operating leases, finance leases, and unfunded pension plan after-tax.
(2) Includes preferred stock par value and additional paid-in-capital.
(3) Includes Total Financial Debt and Total Voya Financial, Inc. Shareholders' Equity.
(4) Includes Total Financial Obligations, Mezzanine Equity and Total Shareholders' Equity excluding AOCI.
(5) Total Financial Debt divided by Capitalization.
(6) Total Financial Obligations and Preferred equity divided by Adjusted Capitalization excluding AOCI.
Our Financial Leverage Ratio, excluding AOCI, decreased from 30.3% at December 31, 2024 to 27.4% at June 30, 2025. This decrease was primarily due to the repayment at maturity of the $400 million outstanding principal amount of 3.976% Senior Notes on February 14, 2025, using the proceeds from the September 20, 2024 issuance of $400 million of unsecured 5.0% Senior Notes, due 2034.
Critical Accounting Judgments and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates and assumptions are evaluated on an on-going basis based on historical developments, market conditions, industry trends and other information that is reasonable under the circumstances. There can be no assurance that actual results will conform to estimates and assumptions and that reported results of operations will not be materially affected by the need to make future accounting adjustments to reflect changes in these estimates and assumptions from time to time. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the accompanying Condensed Consolidated Financial Statements.
In developing these accounting estimates, we make subjective and complex judgments that are inherently uncertain and subject to material changes as facts and circumstances develop. Although variability is inherent in these estimates, we believe that the amounts provided are appropriate based on the facts available upon preparation of the Condensed Consolidated Financial Statements.
For further information, refer to the critical accounting estimates described in the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K.
As of June 30, 2025, there have been no material changes to the disclosures made in Critical Accounting Judgments and Estimates in Part II. Item 7. of our Annual Report on Form 10-K.
Income Taxes
In August 2022, the Inflation Reduction Act of 2022 was signed into law, which includes a 15% corporate alternative minimum tax ("CAMT"). The CAMT is effective in taxable years beginning after December 31, 2022. In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. While we do not expect to be subject to the CAMT for 2025, we are continuing to review the proposed regulations, and our CAMT determination will need to be evaluated in light of future guidance.
In July 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes changes to the Internal Revenue Code. We are still assessing, but do not anticipate that the OBBBA will result in a material impact to the financial statements.
See the Income Taxes Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.
Investments for our general account are primarily managed by our wholly owned asset manager, Voya Investment Management LLC, pursuant to investment advisory agreements with affiliates. In addition, our internal treasury group manages our holding company liquidity investments, primarily money market funds. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our investment strategy.
See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on investments. Additionally, see the Condensed Consolidated Balance Sheets to our Condensed Consolidated Financial Statements Part I, Item 1. of this Quarterly Report on Form 10-Q for a composition of our investment portfolio.
Fixed Maturities Credit Quality - Ratings
For information regarding our fixed maturities credit quality ratings, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.
The following tables present credit quality of fixed maturities, including securities pledged, using NAIC acceptable rating organizations ("ARO") ratings as of the dates indicated:
($ in millions)
June 30, 2025
ARO Quality Ratings
AAA
AA
A
BBB
BB and Below
Total Fair Value
U.S. Treasuries
$
—
$
546
$
—
$
—
$
—
$
546
U.S. Government agencies and authorities
—
31
—
—
—
31
State, municipalities and political subdivisions
22
292
168
31
3
516
U.S. corporate public securities
18
319
2,152
4,701
228
7,418
U.S. corporate private securities
22
325
1,873
2,656
512
5,388
Foreign corporate public securities and foreign governments(1)
—
112
704
1,548
196
2,560
Foreign corporate private securities(1)
—
37
426
2,247
182
2,892
Residential mortgage-backed securities
1,338
2,194
3
24
157
3,716
Commercial mortgage-backed securities
152
1,384
587
748
169
3,040
Other asset-backed securities
489
622
1,534
237
100
2,982
Total fixed maturities
$
2,041
$
5,862
$
7,447
$
12,192
$
1,547
$
29,089
% of Fair Value
7.0%
20.2%
25.6%
41.9%
5.3%
100.0%
(1) Primarily U.S. dollar denominated.
($ in millions)
December 31, 2024
ARO Quality Ratings
AAA
AA
A
BBB
BB and Below
Total Fair Value
U.S. Treasuries
$
—
$
472
$
—
$
—
$
—
$
472
U.S. Government agencies and authorities
—
30
—
—
—
30
State, municipalities and political subdivisions
37
314
195
31
3
580
U.S. corporate public securities
25
321
1,977
4,487
198
7,008
U.S. corporate private securities
8
309
1,607
2,522
537
4,983
Foreign corporate public securities and foreign governments(1)
—
122
662
1,487
201
2,472
Foreign corporate private securities(1)
—
38
215
2,087
197
2,537
Residential mortgage-backed securities
1,197
2,081
19
22
152
3,471
Commercial mortgage-backed securities
214
1,276
631
829
182
3,132
Other asset-backed securities
302
593
1,553
260
61
2,769
Total fixed maturities
$
1,783
$
5,556
$
6,859
$
11,725
$
1,531
$
27,454
% of Fair Value
6.5
%
20.2
%
25.0
%
42.7
%
5.6
%
100.0
%
(1) Primarily U.S. dollar denominated.
Fixed maturities rated BB and below may have speculative characteristics and changes in economic conditions or other circumstances that are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturities.
As of June 30, 2025 and December 31, 2024, we held fixed maturities rated BBB of $12.2 billion and $11.7 billion, respectively. Our higher allocation to BBB relative to industry peers is a function of our underweight to high yield debt and preference for private credit, which is primarily a BBB market. Private credit within the BBB space provides issuer diversification, offers a higher overall return profile, and includes stronger credit protections that come with better covenant structures.
As of June 30, 2025 and December 31, 2024, we held eight and nine fixed maturities with unrealized capital loss in excess of $10 million, respectively. As of June 30, 2025 and December 31, 2024, the unrealized capital losses on these fixed maturities equaled $86 million or 3.6% and $114 million or 4.0% of the total unrealized losses, respectively.
See the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on unrealized capital losses.
CMO-B Portfolio
The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated:
($ in millions)
June 30, 2025
December 31, 2024
NAIC Quality Designation
Amortized Cost
Fair Value
% Fair Value
Amortized Cost
Fair Value
% Fair Value
1
$
1,736
$
1,755
99.1
%
$
1,708
$
1,708
98.1
%
2
—
—
—
%
19
20
1.1
%
3
—
—
—
%
—
—
—
%
4
1
1
0.1
%
—
1
0.1
%
5
8
11
0.6
%
4
5
0.3
%
6
3
4
0.2
%
6
7
0.4
%
Total
$
1,748
$
1,771
100.0
%
$
1,737
$
1,741
100.0
%
For CMO securities where we elected the FVO, amortized cost represents the market values. For details on the NAIC designation methodology, see Fixed Maturities Credit Quality-Ratings in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.
The following table presents the notional amounts and fair values of interest rate derivatives not qualifying for hedge accounting and used in our CMO-B portfolio as of the dates indicated:
June 30, 2025
December 31, 2024
($ in millions)
Notional
Amount
Asset Fair Value
Liability Fair Value
Notional
Amount
Asset Fair Value
Liability Fair Value
Interest Rate Contracts
$
11,653
$
87
$
241
$
11,669
$
141
$
271
The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.
The following table presents our CMO-B fixed maturity securities balances and tranche type as of the dates indicated:
During the six months ended June 30, 2025, the market value of our CMO-B securities portfolio was higher on a combination of transactional activity and valuation movements among tranche types.
The following table presents returns for our CMO-B portfolio for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Net investment income
$
71
$
62
$
143
$
126
Net gains (losses)(1)
(33)
(3)
(58)
16
Income before income taxes
$
38
$
59
$
85
$
142
(1) Net gains (losses) also include derivatives interest settlements, mark to market adjustments and realized gains (losses) on standalone derivatives contracts that are in the CMO-B portfolio.
In defining the Adjusted operating earnings before income taxes for our CMO-B portfolio (including CMO-B portfolio income (loss) related to businesses to be exited through reinsurance or divestment) certain recharacterizations are recognized. The net coupon settlement on interest rate swaps hedging CMO-B securities that is included in Net gains (losses) is reflected. In addition, the premium amortization and change in fair value for securities designated under the FVO are included in Net gains (losses), whereas the coupon for these securities is included in Net investment income. In order to present the economics of these fair value securities in a similar manner to those of an available for sale security, the premium amortization is reclassified from Net gains (losses).
After adjusting for the two items referenced immediately above, the following table presents a reconciliation of Income (loss) before income taxes from our CMO-B portfolio to Adjusted operating earnings before income taxes from our CMO-B portfolio for the periods indicated:
Three Months Ended June 30,
Six Months Ended June 30,
($ in millions)
2025
2024
2025
2024
Income (loss) before income taxes
$
38
$
59
$
85
$
142
Realized gains (losses) including impairment
—
—
(1)
—
Fair value adjustments
—
(15)
(9)
(49)
Total adjustments to income (loss)
—
(15)
(10)
(49)
Adjusted operating earnings before income taxes
$
37
$
44
$
74
$
93
See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our CMO-B portfolio.
Structured Securities
Residential Mortgage-backed Securities
The following tables present our residential mortgage-backed securities as of the dates indicated:
June 30, 2025
($ in millions)
Amortized Cost
Gross Unrealized Capital Gains
Gross Unrealized Capital Losses
Embedded Derivatives
Fair Value
Prime Agency
$
2,080
$
22
$
35
$
1
$
2,068
Prime Non-Agency
1,610
14
182
1
1,443
Alt-A
155
3
4
1
155
Sub-Prime(1)
58
2
2
—
58
Total
$
3,903
$
41
$
223
$
3
$
3,724
(1) Includes subprime other asset backed securities.
(1) Includes subprime other asset backed securities.
Commercial Mortgage-backed Securities
The following tables present our commercial mortgage-backed securities by origination as of the dates indicated:
June 30, 2025
($ in millions)
AAA
AA
A
BBB
BB and Below
Total
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
2025
$
—
$
—
$
—
$
—
$
10
$
10
$
—
$
—
$
—
$
—
$
10
$
10
2024
—
—
3
3
—
—
—
—
—
—
3
3
2023
—
—
—
—
4
4
—
—
—
—
4
4
2022
21
21
99
74
108
104
74
71
—
—
302
270
2021
65
62
196
132
165
156
249
236
21
20
696
606
Prior
72
69
1,348
1,175
336
313
502
441
216
149
2,474
2,147
Total
$
158
$
152
$
1,646
$
1,384
$
623
$
587
$
825
$
748
$
237
$
169
$
3,489
$
3,040
December 31, 2024
($ in millions)
AAA
AA
A
BBB
BB and Below
Total
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
2024
$
—
$
—
$
3
$
3
$
—
$
—
$
—
$
—
$
—
$
—
$
3
$
3
2023
—
—
4
5
4
4
—
—
—
—
8
9
2022
22
21
112
85
109
106
93
90
—
—
336
302
2021
96
93
210
143
186
173
295
277
21
18
808
704
2020
27
26
40
31
62
53
109
94
24
5
262
209
Prior
84
74
1,201
1,009
320
295
433
368
222
159
2,260
1,905
Total
$
229
$
214
$
1,570
$
1,276
$
681
$
631
$
930
$
829
$
267
$
182
$
3,677
$
3,132
As of June 30, 2025, 85.8% and 8.3% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2024, 82.0% and 12.4% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.
The following tables present our other asset-backed securities as of the dates indicated:
June 30, 2025
($ in millions)
AAA
AA
A
BBB
BB and Below
Total
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Collateralized Obligation
$
413
$
417
$
557
$
562
$
1,364
$
1,379
$
94
$
95
$
90
$
74
$
2,518
$
2,527
Auto-Loans
5
5
—
—
3
3
—
—
—
—
8
8
Student Loans
2
2
60
57
—
—
—
—
—
—
62
59
Credit Card loans
4
4
—
—
—
—
—
—
2
2
6
6
Other Loans
67
61
2
2
162
152
142
139
20
20
393
374
Total(1)
$
491
$
489
$
619
$
621
$
1,529
$
1,534
$
236
$
234
$
112
$
96
$
2,987
$
2,974
(1) Excludes subprime other asset backed securities.
December 31, 2024
($ in millions)
AAA
AA
A
BBB
BB and Below
Total
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Collateralized Obligation
$
225
$
229
$
528
$
534
$
1,410
$
1,433
$
123
$
125
$
68
$
52
$
2,354
$
2,373
Auto-Loans
—
—
—
—
—
—
—
—
—
—
—
—
Student Loans
5
4
61
56
—
—
—
—
—
—
66
60
Credit Card loans
9
9
—
—
—
—
2
2
2
2
13
13
Other Loans
67
60
2
2
132
120
135
129
—
—
336
311
Total(1)
$
306
$
302
$
591
$
592
$
1,542
$
1,553
$
260
$
256
$
70
$
54
$
2,769
$
2,757
(1) Excludes subprime other asset backed securities.
As of June 30, 2025, 89.1% and 8.1% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2024, 88.9% and 9.3% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.
Mortgage Loans on Real Estate
As of June 30, 2025, our mortgage loans on real estate portfolio had a weighted average DSC of 2.37 times and a weighted average LTV ratio of 41.7%. As of December 31, 2024, our mortgage loans on real estate portfolio had a weighted average DSC of 2.03 times, and a weighted average LTV ratio of 43.4%. See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on mortgage loans on real estate.
Impairments
We evaluate available-for-sale fixed maturities for impairment on a regular basis. The assessment of whether impairments have occurred is based on a case-by-case evaluation of the underlying reasons for the decline in estimated fair value. See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for the policy used to evaluate whether the investments are impaired. See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on impairment.
Derivatives
We use derivatives for a variety of hedging purposes. We also have embedded derivatives within fixed maturities instruments and certain product features. See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for further information. See the
Derivative Financial Instruments Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on derivatives.
European Exposures
We quantify and allocate our exposure to the region by attempting to identify aspects of the region or country risk to which we are exposed. Among the factors we consider are the nationality of the issuer, the nationality of the issuer's ultimate parent, the corporate and economic relationship between the issuer and its parent, as well as the political, legal and economic environment in which each functions. By undertaking this assessment, we believe that we develop a more accurate assessment of the actual geographic risk, with a more integrated understanding of contributing factors to the full risk profile of the issuer.
In the normal course of our ongoing risk and portfolio management process, we closely monitor compliance with a credit limit hierarchy designed to minimize overly concentrated risk exposures by geography, sector and issuer. This framework takes into account various factors such as internal and external ratings, capital efficiency and liquidity and is overseen by a combination of Investment and Corporate Risk Management, as well as insurance portfolio managers focused specifically on managing the investment risk embedded in our portfolio.
As of June 30, 2025, our total European exposure had an amortized cost and fair value of $2.5 billion and $2.4 billion, respectively. Some of the major country level exposures were in the United Kingdom of $1.0 billion, in The Netherlands of $258 million, in France of $228 million, in Germany of $172 million, in Switzerland of $83 million, in Ireland of $153 million and in Belgium of $40 million.
Consolidated and Nonconsolidated Investment Entities
We use many forms of entities to achieve our business objectives and we have participated in varying degrees in the design and formation of these entities. These entities are considered to be VIEs or VOEs (collectively, "Consolidated Investment Entities"), or nonconsolidated VIEs, and we evaluate our involvement with each entity to determine whether consolidation is required.
We perform a quarterly consolidation analysis to assess if the consolidation of a fund is required. The consolidation process brings on the assets, liabilities, noncontrolling interest and operations of the VIE and/or VOE into our financial statements.
If the fund no longer meets the criteria for consolidation, the assets, liabilities, noncontrolling interest and operations of the fund is removed from our financial statements. This process of consolidation/deconsolidation could have a material impact on Total shareholders’ equity.
See Consolidation and Noncontrolling Interests and Fair Value Measurements in the Business, Basis of Presentation and Significant Accounting Policies Note to our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K. Additionally, see the Consolidated and Nonconsolidated Investment Entities Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.
Securitizations
We invest in various tranches of securitization entities, including RMBS, CMBS and ABS. Refer to the Consolidated and Nonconsolidated Investment Entities Note and Fair Value Measurements (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for an understanding over the Company's Securitizations. Refer to the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for details regarding the carrying amounts and classifications of these assets.
Guarantors and Issuers of Guaranteed Securities
Voya Financial, Inc. (the "Parent Issuer") has issued certain notes pursuant to transactions registered under the Securities Act of 1933. As of June 30, 2025, such securities consist of (i) the 3.65% senior notes due 2026, the 5.0% senior notes due 2034, the 5.7% senior notes due 2043, and the 4.8% senior notes due 2046, with an aggregate principal amount of $1.5 billion (collectively, the "Senior Notes") and (ii) the 4.7% fixed-to-floating junior subordinated notes due 2048, with principal amount of $336 million (the "Junior Subordinated Notes" and, together with the Senior Notes, the "Registered Notes"). As of December 31, 2024, such securities consist of (i) the 3.976% senior notes due 2025, which was repaid at maturity on February 14, 2025, the 3.65% senior notes due 2026, the 5.0% senior notes due 2034, the 5.7% senior notes due 2043, and the 4.8%
senior notes due 2046, with an aggregate principal amount of $1.9 billion and (ii) the 4.7% fixed-to-floating junior subordinated notes due 2048, with principal amount of $336 million.
Voya Holdings Inc. (the "Subsidiary Guarantor"), a wholly owned subsidiary of the Parent Issuer, has guaranteed each of the Registered Notes on a full and unconditional basis. No other subsidiary of the Parent Issuer has guaranteed any of the Registered Notes. The Parent Issuer and the Subsidiary Guarantor are hereby referred to below as the "Obligor Group."
The full and unconditional guarantees require the Subsidiary Guarantor to satisfy the obligations of the guaranteed security immediately, if and when the Parent Issuer has failed to make a scheduled payment thereunder. If the Subsidiary Guarantor does not make such payment, any holder of the guaranteed security may immediately bring suit directly against the Subsidiary Guarantor for payment of amounts due and payable.
Set forth below is summarized financial information of the Obligor Group, as presented on a combined basis. Inter-combination transactions and balances within the Obligor Group have been eliminated. In addition, financial information of any non-issuer or non-guarantor subsidiaries, which would normally be consolidated by either the Parent Issuer or the Subsidiary Guarantor under U.S. generally accepted accounting principles, has been excluded from such presentation.
Refer to the Summarized Financial Information of the Obligor Group for the periods indicated:
As of and for the
($ in millions)
Six Months Ended June 30, 2025
Year Ended December 31, 2024
Summarized Statements of Operations Information:
Total revenues
$
34
$
57
Total benefits and expenses
113
171
Income (loss), net of tax
(77)
(96)
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates
(77)
(96)
Net income (loss) available to Obligor Group
(77)
(96)
Summarized Balance Sheets Information:
Total investments
100
44
Cash and cash equivalents
149
217
Deferred income taxes
850
863
Goodwill
94
94
Loans to non-obligated subsidiaries
465
387
Due from non-obligated subsidiaries
4
—
Total assets
1,680
1,612
Short-term debt with non-obligated subsidiaries
463
176
Due to non-obligated subsidiaries
5
11
Short-term debt
446
399
Long-term debt
1,657
2,103
Total liabilities
$
2,837
$
2,852
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk that our consolidated financial position and results of operations will be affected by fluctuations in the value of financial instruments. We have significant holdings in financial instruments and are naturally exposed to a variety of market risks. The main market risks we are exposed to include interest rate risk, equity market price risk and credit risk. We do not have material market risk exposure to "trading" activities in our Condensed Consolidated Financial Statements. For further details on these market risks, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of our Annual Report on Form 10-K.
We assess interest rate exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either increasing or decreasing 100 basis point parallel shifts in the yield curve. In calculating these amounts, we exclude gains and losses on separate account fixed income securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding future interest rates or the performance of fixed income markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These tests do not measure the change in value that could result from non-parallel shifts in the yield curve. As a result, the actual change in fair value from a 100 basis point change in interest rates could be different from that indicated by these calculations.
The following table summarizes the net estimated potential change in fair value from hypothetical 100 basis point upward and downward shifts in interest rates as of June 30, 2025:
Hypothetical Change in
Fair Value(2)
($ in millions)
Notional
Fair Value(1)
+ 100 Basis Points Yield Curve Shift
- 100 Basis Points Yield Curve Shift
Financial assets with interest rate risk:
Fixed maturity securities, including securities pledged
$
—
$
29,089
$
(1,703)
$
1,884
Mortgage loans on real estate
—
5,379
(162)
177
Financial liabilities with interest rate risk:
Investment contracts:
Funding agreements without fixed maturities and deferred annuities(3)
—
37,494
(1,683)
2,044
Funding agreements with fixed maturities
—
1,405
—
—
Supplementary contracts and immediate annuities
—
488
(35)
7
Derivatives:
Interest rate contracts
14,728
94
155
(182)
Long-term debt
—
1,612
(78)
85
Stabilizer and MCGs
—
13
17
(2)
Embedded derivatives within reinsurance
—
(30)
22
(25)
(1) Separate account assets and liabilities, which are interest rate sensitive, are not included herein as any interest rate risk is borne by the holder of separate account.
(2) Increases in assets and liabilities are presented without parentheses while (decreases) in assets and liabilities are presented with parentheses.
(3) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within Stabilizer and MCGs.
Market Risk Related to Equity Market Prices
We assess equity risk exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either an increase or decrease of 10% in all equity market benchmark levels. In calculating these amounts, we exclude gains and losses on separate account equity securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding the future performance of equity markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These scenarios consider only the direct effect on fair value of declines in equity benchmark market levels and not changes in asset-based fees recognized as revenue or changes in any other assumptions such as market volatility or mortality, utilization or persistency rates in insurance contracts. In addition, these scenarios do not reflect the effect of basis risk, such as potential differences in the performance of the investment funds underlying the variable annuity products relative to the equity market benchmark we use as a basis for developing our hedging strategy. The impact of basis risk could result in larger differences between the change in fair value of the equity-based derivatives and the related living benefit features, in comparison to the hypothetical test scenarios.
The following table summarizes the net estimated potential change in fair value from an instantaneous increase and decrease in all equity market benchmark levels of 10% as of June 30, 2025:
Hypothetical Change in
Fair Value(1)
($ in millions)
Notional
Fair Value
+ 10% Equity Shock
-10% Equity Shock
Financial assets with equity market risk:
Equity securities, at fair value
$
—
$
210
$
21
$
(21)
Limited partnerships/corporations
—
1,970
118
(118)
Derivatives:
Equity futures and total return swaps
249
5
20
(20)
Equity options
35
1
—
—
(1) Increases in assets and liabilities are presented without parentheses while (decreases) in assets and liabilities are presented with parentheses.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic SEC filings is made known to them in a timely manner.
Changes in Internal Control Over Financial Reporting
There were no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
See the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
For a discussion of the Company’s potential risks and uncertainties, see Risk Factors in Part I, Item 1A. of our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
The following table summarizes Voya Financial, Inc.’s repurchases of its common stock for the three months ended June 30, 2025:
Period
Total Number of Shares Purchased(1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
(in millions)
April 1, 2025- April 30, 2025
24,587
$
64.93
—
$
761
May 1, 2025 - May 31, 2025
12,448
65.84
—
761
June 1, 2025 - June 30, 2025
82,411
69.94
—
761
Total
119,446
$
68.48
—
N/A
(1) In connection with the exercise or vesting of equity-based compensation awards, employees may remit to Voya Financial, Inc., or Voya Financial, Inc. may withhold into treasury stock, shares of common stock in respect of tax withholding obligations and option exercise cost associated with such exercise or vesting. For the three months ended June 30, 2025, there was an increase of 119,446 treasury shares in connection with such withholding activities.
(2) This share repurchase authorization expires on December 31, 2025 (unless extended), and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board at any time.
Item 5. Other Information
During the three months ended June 30, 2025, one of the Company’s officers (as defined in Rule 16a-1(f)) adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The officer adopted this plan to cover transactions with respect to options to purchase the Company’s stock that were granted by the Company in 2015 and that will expire if not executed by December 2025.
Name and title of director or officer
Date of adoption of trading arrangement
Duration of trading arrangement
Aggregate number of securities to be sold or purchased under trading arrangement
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 7, 2025
Voya Financial, Inc.
(Date)
(Registrant)
By:
/s/
Michael R. Katz
Michael R. Katz
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
