ThZeal - The Zeal

voya-20240930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————————————————

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			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.)


230 Park Avenue	New York, New York	10169	(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 November 1, 2024, 96,218,368 shares of Common Stock, $0.01 par value, were outstanding.


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Voya Financial, Inc.

Form 10-Q for the period ended September 30, 2024

Table of Contents



PART I.	FINANCIAL INFORMATION (UNAUDITED)	PAGE

Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Changes in Shareholders' Equity	8
	Condensed Consolidated Statements of Cash Flows	12
	Notes to Condensed Consolidated Financial Statements:	13
	1. Business, Basis of Presentation and Significant Accounting Policies	13

	2. Investments (excluding Consolidated Investment Entities)	16
	3. Derivative Financial Instruments	26
	4. Fair Value Measurements (excluding Consolidated Investment Entities)	31
	5. Deferred Policy Acquisition Costs and Value of Business Acquired	41
	6. Reserves for Future Policy Benefit and Contract Owner Account Balances	42

	7. Reinsurance	45
	8. Separate Accounts	47
	9. Segments	48
	10. Share-based Incentive Compensation Plans	52
	11. Shareholders' Equity	53
	12. Earnings per Common Share	55
	13. Accumulated Other Comprehensive Income (Loss)	55
	14. Revenue from Contracts with Customers	58
	15. Income Taxes	58
	16. Financing Agreements	60
	17. Commitments and Contingencies	62
	18. Consolidated and Nonconsolidated Investment Entities	64

	19. Goodwill and Other Intangible Assets	70




Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	71

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	104

Item 4.	Controls and Procedures	105

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	106

Item 1A.	Risk Factors	106

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	106

Item 5.	Other Information	106

Item 6.	Exhibits	106

Exhibit Index		107

Signature		108


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Table of Contents

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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, our ability to manage such risks and interest rates; (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 such risk factors.


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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2024 (Unaudited) and December 31, 2023

(In millions, except share and per share data)


	September 30, 2024		December 31, 2023

Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $26,668 and $27,690 as of 2024 and 2023, respectively; net of allowance for credit losses of $32 and $17 as of 2024 and 2023, respectively)	$	25,074	$	25,375
Fixed maturities, at fair value using the fair value option	2,009		2,076

Equity securities, at fair value	251		236
Short-term investments	103		213


Mortgage loans on real estate (net of allowance for credit losses of $24 and $26 as of 2024 and 2023, respectively)	4,822		5,192
Policy loans	345		352
Limited partnerships/corporations	1,736		1,621
Derivatives	225		311
Other investments	66		64
Securities pledged (amortized cost of $1,543 and $1,232 as of 2024 and 2023, respectively)	1,463		1,160
Total investments	36,094		36,600
Cash and cash equivalents	1,457		937
Short-term investments under securities loan agreements, including collateral delivered	1,262		1,015
Accrued investment income	416		411


Premium receivable and reinsurance recoverable (net of allowance for credit losses of $20 and $28 as of 2024 and 2023, respectively)	11,486		11,982
Deferred policy acquisition costs and Value of business acquired	2,173		2,250



Deferred income taxes	1,955		2,160
Goodwill	748		748
Other intangibles, net	862		857
Other assets (net of allowance for credit losses of $1 as of 2024 and 2023)	2,295		2,372
Assets related to consolidated investment entities ("CIEs"):
Limited partnerships/corporations, at fair value	3,033		2,861
Cash and cash equivalents	88		181
Corporate loans, at fair value using the fair value option	1,345		1,404

Other assets	187		174
Assets held in separate accounts	103,532		93,133

Total assets	$	166,933	$	157,085


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Table of Contents

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2024 (Unaudited) and December 31, 2023

(In millions, except share and per share data)


	September 30, 2024		December 31, 2023

Liabilities:
Future policy benefits	$	9,543	$	9,560
Contract owner account balances	37,513		39,174
Payables under securities loan and repurchase agreements, including collateral held	1,368		1,121
Short-term debt	397		1
Long-term debt	2,103		2,097

Derivatives	359		371



Other liabilities	2,935		2,956
Liabilities related to CIEs:
Collateralized loan obligations notes, at fair value using the fair value option	1,123		1,332
Other liabilities	1,478		1,287
Liabilities related to separate accounts	103,532		93,133

Total liabilities	$	160,351	$	151,032

Commitments and Contingencies (Note 17)

Mezzanine equity:
Redeemable noncontrolling interest	$	198	$	175

Shareholders' equity:
Preferred stock ($0.01 par value per share; $625 aggregate liquidation preference as of 2024 and 2023)	—		—
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 105,429,736 and 103,584,699 shares issued as of 2024 and 2023, respectively; 97,141,793 and 102,854,569 shares outstanding as of 2024 and 2023, respectively)	1		1
Treasury stock (at cost; 8,287,943 and 730,130 shares as of 2024 and 2023, respectively)	(604)		(56)
Additional paid-in capital	6,227		6,143
Accumulated other comprehensive income (loss)	(1,812)		(2,400)
Retained earnings (deficit):

Unappropriated	907		505
Total Voya Financial, Inc. shareholders' equity	4,719		4,193
Noncontrolling interest	1,665		1,685
Total shareholders' equity	6,384		5,878
Total liabilities, mezzanine equity and shareholders' equity	$	166,933	$	157,085


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

(In millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Revenues:
Net investment income	$	506	$	547	$	1,553	$	1,637
Fee income	540		489		1,570		1,427
Premiums	796		682		2,386		2,044





Net gains (losses)	(14)		(7)		25		(79)
Other revenue	103		81		289		245
Income (loss) related to CIEs:
Net investment income	25		31		217		255

Total revenues	1,956		1,823		6,040		5,529
Benefits and expenses:
Policyholder benefits	681		471		1,884		1,419
Interest credited to contract owner account balances	257		328		748		813
Operating expenses	775		717		2,326		2,323
Net amortization of Deferred policy acquisition costs and Value of business acquired	55		57		167		173
Interest expense	29		31		89		102
Operating expenses related to CIEs:
Interest expense	40		45		135		116
Other expense	3		2		12		7
Total benefits and expenses	1,840		1,651		5,361		4,953
Income (loss) before income taxes	116		172		679		576
Income tax expense (benefit)	18		(74)		58		(34)


Net income (loss)	98		246		621		610
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	(16)		(16)		51		107
Net income (loss) available to Voya Financial, Inc.	114		262		570		503
Less: Preferred stock dividends	16		14		37		32
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	98	$	248	$	533	$	471

Net income (loss) available to Voya Financial, Inc.'s common shareholders per common share:


Basic	$	1.00	$	2.35	$	5.32	$	4.62



Diluted	$	0.98	$	2.29	$	5.20	$	4.31


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Table of Contents

Voya Financial, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

(In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net income (loss)	$	98	$	246	$	621	$	610
Other comprehensive income (loss), before tax:
Change in current discount rate	(20)		(23)		52		7
Unrealized gains (losses) on securities	995		(916)		692		(612)


Other comprehensive income (loss), before tax	975		(939)		744		(605)
Income tax expense (benefit) related to items of other comprehensive income (loss)	204		(197)		156		(127)
Other comprehensive income (loss), after tax	771		(742)		588		(478)
Comprehensive income (loss)	869		(496)		1,209		132
Less: Comprehensive income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	(16)		(16)		51		107
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	885	$	(480)	$	1,158	$	25


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30, 2024 (Unaudited)

(In millions)


	Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity		Mezzanine Equity: Redeemable Noncontrolling Interest
									Unappropriated
Balance as of July 1, 2024	$	1	$	(448)	$	6,218	$	(2,583)	$	855	$	4,043	$	1,643	$	5,686	$	183






Comprehensive income (loss):
Net income (loss)	—		—		—		—		114		114		(30)		84		14

Other comprehensive income (loss), after tax	—		—		—		771		—		771		—		771		—
Total comprehensive income (loss)											885		(30)		855		14




Common stock issuance	—		—		3		—		—		3		—		3		—
Common stock acquired - Share repurchase	—		(152)		(20)		—		—		(172)		—		(172)		—
Dividends on preferred stock	—		—		—		—		(16)		(16)		—		(16)		—

Dividends on common stock	—		—		—		—		(44)		(44)		—		(44)		—
Share-based compensation	—		(4)		26		—		(2)		20		—		20		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—		—		—		52		52		1
Balance as of September 30, 2024	$	1	$	(604)	$	6,227	$	(1,812)	$	907	$	4,719	$	1,665	$	6,384	$	198


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Table of Contents

Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Nine Months Ended September 30, 2024 (Unaudited)

(In millions)



	Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity		Mezzanine Equity: Redeemable Noncontrolling Interest
									Unappropriated
Balance as of January 1, 2024	$	1	$	(56)	$	6,143	$	(2,400)		$	505	$	4,193	$	1,685	$	5,878	$	175





Comprehensive income (loss):
Net income (loss)	—		—		—		—			570		570		18		588		33

Other comprehensive income (loss), after tax	—		—		—		588			—		588		—		588		—
Total comprehensive income (loss)												1,158		18		1,176		33


Net consolidations (deconsolidations) of CIEs	—		—		—		—			—		—		(2)		(2)		—

Common stock issuance	—		—		6		—			—		6		—		6		—
Common stock acquired - Share repurchase	—		(500)		(20)		—			—		(520)		—		(520)		—

Dividends on preferred stock	—		—		—		—			(37)		(37)		—		(37)		—
Dividends on common stock	—		—		—		—			(125)		(125)		—		(125)		—
Share-based compensation	—		(48)		98		—			(4)		46		—		46		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			(2)		(2)		(36)		(38)		(10)
Balance as of September 30, 2024	$	1	$	(604)	$	6,227	$	(1,812)		$	907	$	4,719	$	1,665	$	6,384	$	198


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30, 2023 (Unaudited)

(In millions)



	Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity		Mezzanine Equity: Redeemable Noncontrolling Interest
									Unappropriated
Balance as of July 1, 2023	$	1	$	(248)	$	6,695	$	(2,791)		$	40	$	3,697	$	1,660	$	5,357	$	171








Comprehensive income (loss):
Net income (loss)	—		—		—		—			262		262		(25)		237		9

Other comprehensive income (loss), after tax	—		—		—		(742)			—		(742)		—		(742)		—
Total comprehensive income (loss)												(480)		(25)		(505)		9





Common stock acquired - Share repurchase	—		(54)		—		—			—		(54)		—		(54)		—
Dividends on preferred stock	—		—		(14)		—			—		(14)		—		(14)		—

Dividends on common stock	—		—		(42)		—			—		(42)		—		(42)		—

Share-based compensation	—		(5)		25		—			—		20		—		20		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			—		—		24		24		(7)
Balance as of September 30, 2023	$	1	$	(307)	$	6,664	$	(3,533)		$	302	$	3,127	$	1,659	$	4,786	$	173


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Table of Contents

Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Nine Months Ended September 30, 2023 (Unaudited)

(In millions)



	Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity		Mezzanine Equity: Redeemable Noncontrolling Interest
									Unappropriated
Balance as of January 1, 2023	$	1	$	(39)	$	6,643	$	(3,055)		$	(201)	$	3,349	$	1,482	$	4,831	$	166








Comprehensive income (loss):
Net income (loss)	—		—		—		—			503		503		87		590		20

Other comprehensive income (loss), after tax	—		—		—		(478)			—		(478)		—		(478)		—
Total comprehensive income (loss)												25		87		112		20





Common stock acquired - Share repurchase	—		(216)		—		—			—		(216)		—		(216)		—

Dividends on preferred stock	—		—		(32)		—			—		(32)		—		(32)		—
Dividends on common stock	—		—		(83)		—			—		(83)		—		(83)		—
Share-based compensation	—		(52)		136		—			—		84		—		84		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			—		—		90		90		(13)
Balance as of September 30, 2023	$	1	$	(307)	$	6,664	$	(3,533)		$	302	$	3,127	$	1,659	$	4,786	$	173


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2023 (Unaudited)

(In millions)


	Nine Months Ended September 30,
	2024		2023
Cash Flows from Operating Activities:


















Net cash provided by operating activities	$	1,266	$	1,274
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	4,021		5,578
Equity securities	36		31
Mortgage loans on real estate	578		447
Limited partnerships/corporations	210		124
Acquisition of:
Fixed maturities	(3,306)		(3,655)
Equity securities	(59)		(25)
Mortgage loans on real estate	(242)		(376)
Limited partnerships/corporations	(290)		(131)
Short-term investments, net	111		60
Derivatives, net	116		54
Sales from CIEs	1,168		652
Purchases within CIEs	(1,925)		(780)
Collateral received (delivered), net	(2)		166
Receipts on deposit asset contracts	176		208

Payments for business acquisitions, net of cash acquired	—		(584)
Other, net	(88)		(70)

Net cash provided by (used in) investing activities	504		1,699
Cash Flows from Financing Activities:
Deposits received for investment contracts	2,231		1,718
Maturities and withdrawals from investment contracts	(4,301)		(4,460)
Proceeds from issuance of long-term debt, net	397		388
Repayments of long-term debt, including current maturities	—		(539)
Borrowings of CIEs	763		232
Repayments of borrowings of CIEs	(693)		(388)
Contributions from (distributions to) participants in CIEs, net	1,026		385


Proceeds from issuance of common stock, net	6		—
Common stock acquired - Share repurchase	(520)		(212)
Dividends paid on preferred stock	(37)		(32)
Dividends paid on common stock (including dividend equivalent payments of $3 and $2 as of 2024 and 2023, respectively)	(128)		(85)
Other, net	(87)		(70)

Net cash provided by (used in) financing activities	(1,343)		(3,063)
Net increase (decrease) in cash and cash equivalents, including cash in CIEs	427		(90)
Cash and cash equivalents, including cash in CIEs, beginning of period	1,118		1,007
Cash and cash equivalents, including cash in CIEs, end of period	$	1,545	$	917









	September 30, 2024		December 31, 2023
Reconciliation of cash and cash equivalents, including cash in CIEs:
Cash and cash equivalents	$	1,457	$	937
Cash and cash equivalents in CIEs	88		181
Total cash and cash equivalents, including cash in CIEs	$	1,545	$	1,118


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

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. Products and services are provided by the Company through three segments: Wealth Solutions, Health Solutions and Investment Management. 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 24, 2023, the Company acquired all outstanding shares of Benefitfocus, Inc. ("Benefitfocus"), pursuant to an agreement and plan of merger (the "Merger Agreement") entered into on November 1, 2022. The acquisition expands the Company’s capacity to meet the growing demand for comprehensive benefits and savings solutions and increases its ability to deliver innovative solutions for employers and health plans. The total purchase consideration for the acquisition was $595, of which $583 was paid in cash ($558 paid by the Company and $25 of the cash acquired was used to fund the transaction). Net assets acquired as part of this transaction included cash of $49, goodwill of $319, intangible assets of $275, deferred tax assets of $45 and assumed lease liabilities of $91. Intangible assets primarily include customer relationships of $190 with a useful life of 15 years, and software of $70 with a useful life of 5 years.

On August 1, 2023, the Company acquired all remaining equity interest in VFI SLK Global Services Private Limited previously held by SLK Software Private Limited ("SLK") and renamed the entity as Voya Global Services Private Limited ("Voya India"). Voya India was a private limited company in India formed pursuant to a joint venture agreement between the Company and SLK on August 1, 2019, with the Company and SLK holding 49% and 51% of ownership shares, respectively. The purpose of Voya India is to provide technology and business operation services to the Company. As a result of the acquisition, Voya India has become a wholly owned subsidiary of the Company and provides the Company with improved strategic and operational flexibility. As part of the purchase consideration, an upfront payment of approximately $53 was made at closing. Net assets acquired as part of this transaction included goodwill of $102.

On September 11, 2024, the Company announced a definitive agreement to acquire the full-service retirement plan business of OneAmerica Financial. This acquisition will be 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 Wealth Solutions, including incremental assets in attractive emerging and mid-market segments, employee stock ownership plan capabilities and new opportunities for distribution partnerships. The transaction, subject to customary closing conditions, is expected to close on January 1, 2025. The purchase consideration includes approximately $50 in cash to be paid at closing and contingent consideration of up to $160 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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, 2023.

Adoption of New Pronouncements

Equity Securities Subject to Contractual Sale Restrictions

In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions" ("ASU 2022-03"), which clarifies that contractual restrictions on equity security sales are not considered part of the security unit of account and, therefore, are not considered in measuring the fair value. In addition, the restrictions cannot be recognized and measured as separate units of account. Disclosures on such restrictions are also required.

The provisions of ASU 2022-03 were adopted prospectively on January 1, 2024. The adoption did not have an impact on the Company's financial condition, results of operations, or cash flows.

Future Adoption of Accounting 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 adds incremental clarity for how profits interests should be accounted.

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 intends to adopt ASU 2024-01 as of January 1, 2025 on a prospective basis, and does not expect this ASU to have a material impact on the Company's financial condition, results of operations, or cash flows.

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 currently in the process of determining the disclosures that may be required by the adoption of the provisions of ASU 2023-09.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires all current annual disclosures about segment profit/loss and assets to be reported in interim periods, as well as enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, and are required to be applied retrospectively. Restated prior period disclosures should be based on the significant segment expense categories disclosed in the period of adoption. The Company is currently in the process of determining the disclosures that may be required by the adoption of the provisions of ASU 2023-07.

Climate Related Disclosures

In March 2024, the SEC adopted a final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, to enhance and standardize climate-related disclosures. The rule will require companies to disclose material Scope 1 and Scope 2 greenhouse gas emissions; climate-related risks, governance, and oversight; and the financial effects of severe weather events and other natural conditions. These disclosures will be phased in beginning with the Company's annual report for the year ending December 31, 2025. While the implementation of this rule is pending the outcome of legal challenges, the Company is currently assessing the disclosures that may be required by the adoption in the event that the stay is lifted.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

2. Investments (excluding Consolidated Investment Entities)

Fixed Maturities

Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of September 30, 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	$	388	$	6	$	20	$	—	$	—	$	374
U.S. Government agencies and authorities	29		2		—		—		—		31
State, municipalities and political subdivisions	717		—		82		—		—		635
U.S. corporate public securities	7,826		207		780		—		—		7,253
U.S. corporate private securities	5,162		75		236		—		6		4,995
Foreign corporate public securities and foreign governments(1)	2,686		71		206		—		2		2,549
Foreign corporate private securities(1)	2,761		48		96		—		1		2,712
Residential mortgage-backed securities	3,974		42		200		3		—		3,819
Commercial mortgage-backed securities	3,890		3		483		—		17		3,393
Other asset-backed securities	2,787		41		37		—		6		2,785
Total fixed maturities, including securities pledged	30,220		495		2,140		3		32		28,546
Less: Securities pledged	1,543		—		80		—		—		1,463
Total fixed maturities	$	28,677	$	495	$	2,060	$	3	$	32	$	27,083

(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.


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Voya Financial, Inc.

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, 2023:


	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Allowance for credit losses		Fair Value
Fixed maturities:
U.S. Treasuries	$	417	$	7	$	21	$	—	$	—	$	403
U.S. Government agencies and authorities	54		3		1		—		—		56
State, municipalities and political subdivisions	871		1		101		—		—		771
U.S. corporate public securities	8,402		168		904		—		—		7,666
U.S. corporate private securities	5,040		44		324		—		—		4,760
Foreign corporate public securities and foreign governments(1)	2,928		47		270		—		3		2,702
Foreign corporate private securities(1)	2,916		27		129		—		2		2,812
Residential mortgage-backed securities	3,695		36		257		2		—		3,476
Commercial mortgage-backed securities	4,147		1		644		—		9		3,495
Other asset-backed securities	2,528		16		71		—		3		2,470
Total fixed maturities, including securities pledged	30,998		350		2,722		2		17		28,611
Less: Securities pledged	1,232		—		72		—		—		1,160
Total fixed maturities	$	29,766	$	350	$	2,650	$	2	$	17	$	27,451

(1) Primarily U.S. dollar denominated.

The amortized cost and fair value of fixed maturities, including securities pledged, as of September 30, 2024, 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	$	610	$	593
After one year through five years	3,848		3,798
After five years through ten years	3,664		3,655
After ten years	11,447		10,503
Mortgage-backed securities	7,864		7,212
Other asset-backed securities	2,787		2,785
Fixed maturities, including securities pledged	$	30,220	$	28,546

As of September 30, 2024 and December 31, 2023, 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Repurchase Agreements and Securities Pledged

As of September 30, 2024 and December 31, 2023, the Company did not have any securities pledged in dollar rolls or reverse repurchase agreements.

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.

The following table presents Securities pledged as of the dates indicated:


	September 30, 2024		December 31, 2023
Securities pledged/obligations under repurchase agreements(1)	$	204	$	117
Securities loaned to lending agent(2)	1,091		842
Securities pledged as collateral(2)(3)	168		201
Total	$	1,463	$	1,160

(1) Comprised of other asset-backed securities and included in Securities pledged and Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.

(2) Included in Securities pledged on the Condensed Consolidated Balance Sheets.

(3) See Collateral within the Derivatives Note to these Condensed Consolidated Financial Statements for more information.

The following table presents collateral held by asset class that the Company pledged under securities lending as of the dates indicated:


	September 30, 2024		December 31, 2023
U.S. Treasuries	$	13	$	14

U.S. corporate public securities	649		568

Short-term investments	155		55

Foreign corporate public securities and foreign governments	315		238
Total(1)	$	1,132	$	875

(1) As of September 30, 2024 and December 31, 2023, liabilities to return cash collateral were $925 and $660, 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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:


	Nine Months Ended September 30, 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		—		—		1		16

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 September 30	$	6	$	17	$	2	$	1	$	6	$	32


	Year Ended December 31, 2023
	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	$	2	$	1	$	12
Credit losses on securities for which credit losses were not previously recorded	—		9		—		—		2		11

Reductions for securities sold during the period	—		—		(5)		—		—		(5)


Increase (decrease) on securities with allowance recorded in previous period	—		—		(1)		—		—		(1)


Balance as of December 31	$	—	$	9	$	3	$	2	$	3	$	17

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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 September 30, 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	$	66	$	1		$	150	$	19	$	216	$	20

State, municipalities and political subdivisions	1		—			618		82		619		82
U.S. corporate public securities	96		8			4,573		772		4,669		780
U.S. corporate private securities	178		2			3,061		234		3,239		236
Foreign corporate public securities and foreign governments	47		2			1,367		204		1,414		206
Foreign corporate private securities	10		—			1,605		96		1,615		96
Residential mortgage-backed	19		—			1,290		200		1,309		200
Commercial mortgage-backed	32		—			3,091		483		3,123		483
Other asset-backed	34		1			371		36		405		37
Total	$	483	$	14		$	16,126	$	2,126	$	16,609	$	2,140


	As of December 31, 2023
	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	$	99	$	3		$	109	$	18	$	208	$	21
U.S. Government agencies and authorities	—		—			3		1		3		1
State, municipalities and political subdivisions	20		—			731		101		751		101
U.S. corporate public securities	321		17			5,101		887		5,422		904
U.S. corporate private securities	176		7			3,365		317		3,541		324
Foreign corporate public securities and foreign governments	82		2			1,749		268		1,831		270
Foreign corporate private securities	189		5			2,101		124		2,290		129
Residential mortgage-backed	114		3			1,354		254		1,468		257
Commercial mortgage-backed	84		2			3,269		642		3,353		644
Other asset-backed	136		3			1,156		68		1,292		71
Total	$	1,221	$	42		$	18,938	$	2,680	$	20,159	$	2,722

As of September 30, 2024, the average duration of our fixed maturities portfolio, including securities pledged, is between 6 and 6.5 years.

As of September 30, 2024 and December 31, 2023, 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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 $1 and $6 for the three and nine months ended September 30, 2024, respectively, and $18 and $25 for the three and nine months ended September 30, 2023, respectively.

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 nine months ended September 30, 2024 and 2023, the Company had no material debt modifications that require such disclosure.

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 September 30, 2024 and December 31, 2023, respectively.


	As of September 30, 2024
	Loan-to-Value Ratios
Year of Origination	0% - 50%		>50% - 60%		>60% - 70%		>70% - 80%		>80% and above		Total
2024	$	129	$	83	$	15	$	—	$	—	$	227
2023	117		222		39		—		—		378
2022	231		295		105		—		—		631
2021	238		196		115		—		—		549
2020	186		86		—		—		—		272
Prior	2,570		185		16		—		18		2,789
Total	$	3,471	$	1,067	$	290	$	—	$	18	$	4,846


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	As of December 31, 2023
	Loan-to-Value Ratios
Year of Origination	0% - 50%		>50% - 60%		>60% -70%		>70% - 80%		>80% and above		Total
2023	$	150	$	222	$	—	$	—	$	—	$	372
2022	252		326		73		—		—		651
2021	244		214		209		—		—		667
2020	168		112		—		10		16		306
2019	238		68		28		—		—		334
Prior	2,586		280		4		—		18		2,888
Total	$	3,638	$	1,222	$	314	$	10	$	34	$	5,218

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 September 30, 2024 and December 31, 2023, respectively.


	As of September 30, 2024
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Total*
2024	$	96	$	91	$	33	$	7	$	227
2023	114		74		179		11		378
2022	271		76		84		200		631
2021	259		12		83		195		549
2020	209		19		20		24		272
Prior	2,109		228		350		102		2,789
Total	$	3,058	$	500	$	749	$	539	$	4,846
*No commercial mortgage loans were secured by land or construction loans


	As of December 31, 2023
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Total*
2023	$	189	$	116	$	67	$	—	$	372
2022	204		68		192		187		651
2021	260		14		64		329		667
2020	211		24		21		50		306
2019	203		26		84		21		334
Prior	2,216		264		255		153		2,888
Total	$	3,283	$	512	$	683	$	740	$	5,218

*No commercial mortgage loans were secured by land or construction loans


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 September 30, 2024 and December 31, 2023, respectively.


	As of September 30, 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	$	28	$	80	$	34	$	44	$	20	$	1	$	8	$	3	$	9	$	227
2023	69		84		12		102		39		40		3		26		3		378
2022	140		132		49		98		94		92		5		1		20		631
2021	96		51		116		93		97		47		9		40		—		549
2020	62		134		17		10		12		15		—		7		15		272
Prior	721		657		665		178		228		136		58		117		29		2,789
Total	$	1,116	$	1,138	$	893	$	525	$	490	$	331	$	83	$	194	$	76	$	4,846


	As of December 31, 2023
	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
2023	$	69	$	77	$	12	$	101	$	39	$	42	$	3	$	26	$	3	$	372
2022	140		132		47		100		113		93		5		1		20		651
2021	96		63		124		148		111		75		9		40		1		667
2020	63		155		17		10		12		26		—		7		16		306
2019	53		100		10		74		45		4		14		13		21		334
Prior	734		605		765		189		214		171		47		144		19		2,888
Total	$	1,155	$	1,132	$	975	$	622	$	534	$	411	$	78	$	231	$	80	$	5,218

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 September 30, 2024 and December 31, 2023, respectively.


	As of September 30, 2024
	Property Type
Year of Origination	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2024	$	25	$	130	$	57	$	15	$	—	$	—	$	—	$	227
2023	125		171		33		17		32		—		—		378
2022	79		262		236		34		10		10		—		631
2021	35		131		245		111		—		18		9		549
2020	56		48		71		97		—		—		—		272
Prior	676		727		672		442		68		157		47		2,789
Total	$	996	$	1,469	$	1,314	$	716	$	110	$	185	$	56	$	4,846


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	As of December 31, 2023
	Property Type
Year of Origination	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2023	$	125	$	164	$	33	$	18	$	32	$	—	$	—	$	372
2022	79		263		255		34		10		10		—		651
2021	36		145		335		123		—		18		10		667
2020	57		49		72		128		—		—		—		306
2019	45		82		160		36		11		—		—		334
Prior	780		755		618		463		60		163		49		2,888
Total	$	1,122	$	1,458	$	1,473	$	802	$	113	$	191	$	59	$	5,218

The following table summarizes the activity in the allowance for losses for commercial mortgage loans for the periods indicated:


	September 30, 2024		December 31, 2023
Allowance for credit losses, beginning of period	$	26	$	18
Credit losses on mortgage loans for which credit losses were not previously recorded	—		2

Increase (decrease) on mortgage loans with an allowance recorded in a previous period	1		9
Provision for expected credit losses	27		29
Write-offs	(3)		(3)
Recoveries of amounts previously written-off	—		—
Allowance for credit losses, end of period	$	24	$	26

The following table presents the payment status of commercial mortgage loans as of the dates indicated:


	September 30, 2024		December 31, 2023
Current	$	4,808	$	5,202
30-59 days past due	—		—
60-89 days past due	12		—
Greater than 90 days past due	26		16
Total	$	4,846	$	5,218

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 September 30, 2024 and December 31, 2023, the Company had $38 and $16, respectively, of commercial mortgage loans in non-accrual status. The amount of interest income recognized on loans in non-accrual status for the nine months ended September 30, 2024 and the year ended December 31, 2023 was immaterial.


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Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Net Investment Income

The following table summarizes Net investment income by investment type for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Fixed maturities	$	420	$	438	$	1,252	$	1,336
Equity securities	7		3		16		17
Mortgage loans on real estate	58		64		179		187
Policy loans	6		5		16		16
Short-term investments and cash equivalents	11		10		31		28
Limited partnerships and other	26		44		116		106
Gross investment income	528		564		1,610		1,690
Less: Investment expenses	22		17		57		53
Net investment income	$	506	$	547	$	1,553	$	1,637

As of September 30, 2024 and December 31, 2023, the Company had $6 and $10, 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.

Net Gains (Losses)

Net gains (losses) were as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Fixed maturities, available-for-sale, including securities pledged	$	15	$	(24)	$	(19)	$	(41)
Fixed maturities, at fair value option	96		(135)		(15)		(243)

Equity securities, at fair value	7		(3)		11		(6)
Derivatives	(128)		134		48		199
Embedded derivatives - fixed maturities	3		(3)		1		(4)
Other derivatives	1		—		1		—
Standalone derivatives	(1)		1		—		1
Managed custody guarantees	6		(15)		6		(12)
Stabilizer	(6)		(9)		(7)		(9)
Mortgage loans	(4)		(1)		(1)		(11)
Other investments	(3)		48		—		47
Net gains (losses)	$	(14)	$	(7)	$	25	$	(79)


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Proceeds on sales	$	753	$	862	$	2,199	$	4,499
Gross gains	18		11		37		54
Gross losses	13		14		49		69

3. Derivative Financial Instruments

The Company primarily enters into the following types of derivatives:

Interest rate swaps: Interest rate swaps are used by the Company 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 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 also 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.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 September 30, 2024 and December 31, 2023.

The notional amounts and fair values of derivatives were as follows as of the dates indicated:


	September 30, 2024						December 31, 2023
	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:
Interest rate contracts	$	200	$	—	$	7	$	—	$	—	$	—
Foreign exchange contracts	100		—		2		98		—		4
Cash flow hedges:
Interest rate contracts	12		—		—		12		—		—
Foreign exchange contracts	655		21		11		718		33		7
Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts	15,005		195		331		16,773		270		354
Foreign exchange contracts	173		2		3		183		4		2
Equity contracts	286		7		3		255		4		2
Credit contracts	126		—		2		137		—		2
Embedded derivatives and Managed custody guarantees ("MCGs"):
Within fixed maturity investments(2)	N/A		3		—		N/A		2		—

Within reinsurance agreements(4)	N/A		40		45		N/A		61		49
MCGs(3)	N/A		—		2		N/A		—		8
Stabilizers(3)	N/A		—		8		N/A		—		1
Total			$	268	$	414			$	374	$	429

(1) Open derivative contracts are reported as Derivatives assets or liabilities at fair value on the Condensed Consolidated Balance Sheets.

(2) Included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.

(3) Included in Contract owner account balances on the Condensed Consolidated Balance Sheets.

(4) Included in Other liabilities, Other assets and Premium receivable and reinsurance recoverable on the Condensed Consolidated Balance Sheets.

N/A - Not applicable

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(1)		Counterparty Netting(2)		Cash Collateral Netting(2)		Securities Collateral Netting(2)		Net Receivables/ Payables
September 30, 2024
Derivative assets	$	224	$	(193)	$	(25)	$	(2)	$	4
Derivative liabilities	359		(193)		(158)		(5)		3

December 31, 2023
Derivative assets	311		(216)		(76)		(8)		11
Derivative liabilities	370		(216)		(150)		(3)		1

(1) As of September 30, 2024, gross amounts exclude asset and liability exchange traded contracts of $1 and $0, respectively. As of December 31, 2023, gross amounts exclude asset and liability exchange traded contracts of $0 and $1, respectively.

(2) Represents the netting of receivable with payable balances, net of collateral, for the same counterparty under eligible netting agreements.


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Voya Financial, Inc.

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 September 30, 2024, the Company held $25 and pledged $159 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2023, the Company held $84 and pledged $147 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of September 30, 2024, the Company delivered $168 of securities and held $3 of securities as collateral. As of December 31, 2023, the Company delivered $201 of securities and held $11 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 are as follows for the periods indicated:


	2024				2023
	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 September 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income	$	—	$	(29)	$	—	$	7
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income	—		5		—		3

Nine Months Ended September 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income	$	—	$	(18)	$	—	$	(11)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income	—		11		—		8


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Voya Financial, Inc.

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 are as follows for the periods indicated:


	2024				2023
	Net investment income		Net gains (losses)		Net investment income		Net gains (losses)
Three Months Ended September 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	$	506	$	(14)	$	547	$	(7)
Fair value hedges:
Interest rate contracts:
Hedged items	—		7		—		—
Derivatives designated as hedging instruments	—		(7)		—		—
Foreign exchange contracts:
Hedged items	—		3		—		(3)
Derivatives designated as hedging instruments(1)	—		(4)		—		4
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	2		3		3		—

Nine Months Ended September 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	$	1,553	$	25	$	1,637	$	(79)
Fair value hedges:
Interest rate contracts:
Hedged items	—		8
Derivatives designated as hedging instruments	—		(8)
Foreign exchange contracts:
Hedged items	—		1		—		(1)
Derivatives designated as hedging instruments(1)	—		—		—		3
Cash flow hedges:


Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	7		4		8		—

(1) The change in derivative instruments designated and qualifying as fair value hedges of $0 and $1 were excluded from the assessment of hedge effectiveness and recognized currently in earnings for the three and nine months ended September 30, 2024, respectively. The change in derivative instruments designated and qualifying as fair value hedges of $1 and $2 were excluded from the assessment of hedge effectiveness and recognized currently in earnings for three and nine months ended September 30, 2023, respectively.


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Voya Financial, Inc.

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 are as follows for the periods indicated:


	Location of Gain (Loss) Recognized on Derivative	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Net gains (losses)	$	(129)	$	138	$	36	$	196
Foreign exchange contracts	Net gains (losses)	(1)		(2)		(4)		(1)
Equity contracts	Net gains (losses)	8		(7)		19		1
Credit contracts	Net gains (losses)	1		1		—		—
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	Net gains (losses)	3		(3)		1		(4)
Within reinsurance agreements(1)	Policyholder benefits	(27)		29		(23)		11
MCGs	Net gains (losses)	6		(15)		6		(12)
Stabilizers	Net gains (losses)	(6)		(9)		(7)		(9)
Total		$	(145)	$	132	$	28	$	182

(1) For the three months ended September 30, 2024, the amount excluded gains (losses) of $(1) from standalone derivatives recognized in Net gains (losses). For the nine months ended September 30, 2024, the amount excluded gains (losses) of $0 from standalone derivatives recognized in Net gains (losses). For the three and nine months ended September 30, 2023, the amount excluded gains (losses) of $1 from standalone derivatives recognized in Net gains (losses).


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

4. Fair Value Measurements (excluding Consolidated Investment Entities)

Fair Value Measurement

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of September 30, 2024:


	Level 1		Level 2			Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	319	$	55		$	—	$	374
U.S. Government agencies and authorities	—		31			—		31
State, municipalities and political subdivisions	—		635			—		635
U.S. corporate public securities	—		7,242			11		7,253
U.S. corporate private securities	—		3,550			1,445		4,995
Foreign corporate public securities and foreign governments(1)	—		2,539			10		2,549
Foreign corporate private securities(1)	—		2,244			468		2,712
Residential mortgage-backed securities	—		3,753			66		3,819
Commercial mortgage-backed securities	—		3,393			—		3,393
Other asset-backed securities	—		2,751			34		2,785
Total fixed maturities, including securities pledged	319		26,193			2,034		28,546

Equity securities	149		—			102		251
Derivatives:
Interest rate contracts	2		193			—		195
Foreign exchange contracts	—		23			—		23
Equity contracts	—		7			—		7

Embedded derivative on reinsurance	—		40			—		40
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	2,808		14			—		2,822
Assets held in separate accounts	97,372		5,812			348		103,532
Total assets	$	100,650	$	32,282		$	2,484	$	135,416
Liabilities:
Contingent consideration	$	—	$	—		$	35	$	35
Stabilizer and MCGs	—		—			10		10
Derivatives:
Interest rate contracts	1		337			—		338
Foreign exchange contracts	—		16			—		16
Equity contracts	—		3			—		3
Credit contracts	—		2			—		2
Embedded derivative on reinsurance	—		(7)		(2)	52		45
Total liabilities	$	1	$	351		$	97	$	449

(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.


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Voya Financial, Inc.

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, 2023:


	Level 1		Level 2			Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	346	$	57		$	—	$	403
U.S. Government agencies and authorities	—		55			1		56
State, municipalities and political subdivisions	—		771			—		771
U.S. corporate public securities	—		7,648			18		7,666
U.S. corporate private securities	—		3,234			1,526		4,760
Foreign corporate public securities and foreign governments(1)	—		2,702			—		2,702
Foreign corporate private securities(1)	—		2,376			436		2,812
Residential mortgage-backed securities	—		3,419			57		3,476
Commercial mortgage-backed securities	—		3,495			—		3,495
Other asset-backed securities	—		2,418			52		2,470
Total fixed maturities, including securities pledged	346		26,175			2,090		28,611
Equity securities	140		—			96		236
Derivatives:
Interest rate contracts	7		263			—		270
Foreign exchange contracts	—		37			—		37
Equity contracts	—		4			—		4

Embedded derivative on reinsurance	—		61			—		61
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	2,148		17			—		2,165
Assets held in separate accounts	87,180		5,605			348		93,133
Total assets	$	89,821	$	32,162		$	2,534	$	124,517
Liabilities:
Contingent consideration	$	—	$	—		$	51	$	51
Stabilizer and MCGs	—		—			9		9
Derivatives:
Interest rate contracts	—		354			—		354
Foreign exchange contracts	—		13			—		13
Equity contracts	—		2			—		2
Credit contracts	—		2			—		2
Embedded derivative on reinsurance	—		(9)		(2)	58		49
Total liabilities	$	—	$	362		$	118	$	480

(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


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Voya Financial, Inc.

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.


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Voya Financial, Inc.

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.

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 on reinsurance: The carrying value of embedded derivatives is estimated based upon the change in the fair value of the assets supporting the funds withheld payable 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.


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Voya Financial, Inc.

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.


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Voya Financial, Inc.

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 September 30, 2024
	Fair Value as of July 1	Realized/Unrealized Gains (Losses) Included in:		Purchases	Issuances	Sales	Settlements	Transfers into Level 3	Transfers out of Level 3	Fair Value as of September 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	12	—	(1)	—	—	—	—	—	—	11	—	(1)
U.S. corporate private securities	1,464	(4)	58	118	—	(3)	(81)	—	(107)	1,445	2	54
Foreign corporate public securities and foreign governments(1)	17	—	1	10	—	(18)	—	—	—	10	—	—
Foreign corporate private securities(1)	444	2	2	22	—	—	(2)	—	—	468	1	3
Residential mortgage-backed securities	49	4	—	13	—	—	—	—	—	66	5	—

Other asset-backed securities	24	—	—	12	—	—	(2)	—	—	34	—	—
Total fixed maturities, including securities pledged	2,010	2	60	175	—	(21)	(85)	—	(107)	2,034	8	56

Equity securities, at fair value	98	4	—	—	—	—	—	—	—	102	4	—
Contingent consideration	(49)	—	—	—	—	—	14	—	—	(35)	—	—

Stabilizer and MCGs(2)	(10)	—	—	—	—	—	—	—	—	(10)	—	—

Embedded derivatives on reinsurance	(57)	(1)	—	—	—	—	6	—	—	(52)	—	—

Assets held in separate accounts(4)	363	11	—	12	—	(9)	—	—	(29)	348	—	—

(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 September 30 amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on securities 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Nine Months Ended September 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 September 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		—		—		—		—		—		(7)		—		—		11		—		(1)
U.S. corporate private securities	1,526		(5)		36		240		—		(9)		(196)		—		(147)		1,445		1		29
Foreign corporate public securities and foreign governments(1)	—		—		—		10		—		—		—		—		—		10		—		—
Foreign corporate private securities(1)	436		2		(9)		43		—		(9)		(46)		51		—		468		1		(9)
Residential mortgage-backed securities	57		—		—		13		—		—		—		—		(4)		66		1		—

Other asset-backed securities	52		—		—		12		—		—		(5)		—		(25)		34		—		—
Total fixed maturities, including securities pledged	2,090		(3)		27		318		—		(18)		(254)		51		(177)		2,034		3		19

Equity securities, at fair value	96		6		—		—		—		—		—		—		—		102		6		—
Contingent consideration	(51)		—		—		—		—		—		16		—		—		(35)		—		—
Stabilizer and MCGs(2)	(9)		—		—		—		(1)		—		—		—		—		(10)		—		—
Embedded derivatives on reinsurance	(58)		—		—		—		—		—		6		—		—		(52)		—		—

Assets held in separate accounts(4)	348		12		—		47		—		(24)		—		5		(40)		348		—		—

(1) Primarily U.S. dollar denominated.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Three Months Ended September 30, 2023
	Fair Value as of July 1		Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of September 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	20		—		1		—		—		—		—		—		(3)		18		—		—
U.S. corporate private securities	1,732		—		(49)		24		—		—		(46)		63		(256)		1,468		—		(49)

Foreign corporate private securities(1)	413		(2)		(6)		58		—		—		(20)		53		(21)		475		(2)		(6)
Residential mortgage-backed securities	57		(3)		—		3		—		—		—		6		—		63		(3)		—

Other asset-backed securities	45		—		—		10		—		—		(1)		—		(4)		50		—		—
Total fixed maturities, including securities pledged	2,268		(5)		(54)		95		—		—		(67)		122		(284)		2,075		(5)		(55)

Equity securities, at fair value	192		(2)		—		—		—		—		—		—		—		190		(2)		—
Contingent consideration	(112)		—		—		—		—		—		—		—		—		(112)		—		—

Stabilizer and MCGs(2)	(3)		(24)		—		—		—		—		—		—		—		(27)		—		—

Embedded derivatives on reinsurance	(58)		1		—		—		—		—		—		—		—		(57)		—		—

Assets held in separate accounts(4)	344		(5)		—		1		—		(4)		—		6		(1)		341		—		—

(1) Primarily U.S. dollar denominated.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Nine Months Ended September 30, 2023
	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 September 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	20		—		—		—		—		—		1		—		(3)		18		—		—
U.S. corporate private securities	1,801		—		(46)		104		—		(3)		(137)		45		(296)		1,468		—		(48)
Foreign corporate public securities and foreign governments(1)	3		—		—		—		—		—		—		—		(3)		—		—		—
Foreign corporate private securities(1)	432		1		1		115		—		—		(197)		130		(7)		475		1		—
Residential mortgage-backed securities	28		(6)		—		37		—		—		—		4		—		63		(6)		—

Other asset-backed securities	64		—		(1)		10		—		—		(1)		—		(22)		50		—		(1)
Total fixed maturities, including securities pledged	2,349		(5)		(46)		266		—		(3)		(334)		179		(331)		2,075		(5)		(49)

Equity securities, at fair value	196		(10)		—		—		—		—		—		4		—		190		(10)		—
Contingent consideration	(112)		—		—		—		—		—		—		—		—		(112)		—		—
Stabilizer and MCGs(2)	(6)		(20)		—		—		(1)		—		—		—		—		(27)		—		—

Embedded derivatives on reinsurance	(58)		1		—		—		—		—		—		—		—		(57)		—		—

Assets held in separate accounts(4)	347		(9)		—		8		—		(13)		—		9		(1)		341		—		—

(1) Primarily U.S. dollar denominated.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

For the three and nine months ended September 30, 2024 and 2023, 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:


	September 30, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Fixed maturities, including securities pledged	$	28,546	$	28,546	$	28,611	$	28,611
Equity securities	251		251		236		236
Mortgage loans on real estate	4,846		4,702		5,218		4,941
Policy loans	345		345		352		352
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements	2,822		2,822		2,165		2,165
Derivatives	225		225		311		311
Embedded derivatives on reinsurance	40		40		61		61
Other investments	66		66		64		64
Assets held in separate accounts	103,532		103,532		93,133		93,133
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)	$	31,403	$	34,625	$	32,848	$	34,856
Funding agreements with fixed maturities	1,251		1,207		1,175		1,178
Supplementary contracts, immediate annuities and other	582		539		628		571

Stabilizer and MCGs	10		10		9		9
Derivatives	359		359		371		371
Embedded derivative on reinsurance	45		45		49		49
Short-term debt	397		396		1		1
Long-term debt	2,103		2,083		2,097		1,998

(1) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within the Stabilizer and MCGs section of the table above.


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Voya Financial, Inc.

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, immediate annuities and other			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 deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA") for the periods indicated:



	DAC						VOBA (1)
	Wealth Solutions Deferred and Individual Annuities		Health Solutions Voluntary (2)		Businesses exited
Balance as of January 1, 2023	$	691	$	171	$	1,043	$	439
Deferrals of commissions and expenses	59		54		—		4
Amortization expense	(55)		(32)		(105)		(37)
Balance as of December 31, 2023	$	695	$	193	$	938	$	406
Deferrals of commissions and expenses	45		42		—		3
Amortization expense	(41)		(25)		(76)		(25)
Balance as of September 30, 2024	$	699	$	210	$	862	$	384

(1)There was no loss recognition related to VOBA during the periods presented.

(2) During the second quarter of 2024, the Company reclassified certain insurance products within the Health Solutions segment from Group to Voluntary. As a result, the rollforward above and the reconciliation table below have been updated for 2023 to reflect this change.

The following table shows a reconciliation of DAC and VOBA balances to the Condensed Consolidated Balance Sheets for the periods indicated:


	September 30, 2024		December 31, 2023
DAC:
Wealth Solutions Deferred and Individual Annuities	$	699	$	695
Health Solutions Voluntary	210		193
Businesses exited	862		938
Other	18		18
VOBA	384		406
Total	$	2,173	$	2,250


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Voya Financial, Inc.

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

Health Solutions Group products include long-duration term life insurance, as well as long-term disability products that are mostly employer paid. Health Solutions 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 Health Solutions Group, Health Solutions Voluntary and Businesses Exited as of September 30, 2024 and December 31, 2023.


	Health Solutions Group				Health Solutions Voluntary				Businesses Exited
	2024		2023		2024		2023		2024		2023
Present Value of Expected Net Premiums:
Balance at January 1	$	68	$	77	$	101	$	97	$	3,145	$	4,244
Beginning balance at original discount rate	71		84		102		100		2,992		4,128
Reclassifications(2)	(65)		—		65		—		—		—
Effect of change in cash flow assumptions	(1)		(6)		(1)		6		(5)		(921)
Effect of actual variances from expected experience	—		11		33		8		(105)		(91)
Adjusted balance at January 1	5		89		199		114		2,882		3,116
Interest accrual	—		2		6		4		119		196
Net premiums collected(1)	(1)		(20)		(25)		(16)		(234)		(320)
Ending balance at original discount rate	4		71		180		102		2,767		2,992
Effects of changes in discount rate assumptions	—		(3)		(2)		(1)		162		153
Balance at end of period	$	4	$	68	$	178	$	101	$	2,929	$	3,145


Present Value of Expected Future Policy Benefits:
Balance at January 1	$	899	$	881	$	307	$	285	$	7,538	$	8,639
Beginning balance at original discount rate	918		913		307		294		7,404		8,644
Reclassifications(2)	(150)		—		150		—		—		—
Effect of change in cash flow assumptions	(12)		(8)		(1)		13		10		(805)
Effect of actual variances from expected experience	(2)		(16)		44		9		(91)		(123)
Adjusted balance at January 1	754		889		500		316		7,323		7,716
Issuances	94		136		—		—		11		17
Interest accrual	16		24		14		14		278		412
Benefit payments	(90)		(131)		(32)		(23)		(550)		(741)
Ending balance at original discount rate	774		918		482		307		7,062		7,404
Effects of changes in discount rate assumptions	(7)		(19)		(2)		—		191		134
Balance at end of period	$	767	$	899	$	480	$	307	$	7,253	$	7,538


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


Net liability for future policy benefits	$	763	$	831	$	302	$	206	$	4,324	$	4,392
Less: Reinsurance recoverable	328		315		9		—		4,237		4,342
Net liability for future policy benefits, after reinsurance recoverable	$	435	$	516	$	293	$	206	$	87	$	50

(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 the Health Solutions from Group to Voluntary. The table was not updated to reflect the reclassification impact on the comparative information and the impacts were primarily related to Net premiums collected and Benefit payments of $(17) and $(17), respectively.

The following table presents a rollforward of the additional reserve liability for Businesses exited for the periods indicated:


	Businesses exited
	September 30, 2024		December 31, 2023
Balance at beginning of period	$	2,001	$	2,107
Effect of change in cash flow assumptions	(38)		(44)
Effect of actual variances from expected experience	(12)		(100)
Adjusted balance at January 1	1,951		1,963
Interest accrual	62		84
Excess Benefits	(304)		(417)
Assessments	201		371
Balance at end of period	1,910		2,001
Less: Reinsurance recoverable	1,858		1,950
Net additional liability, after reinsurance recoverable	$	52	$	51

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:


	September 30, 2024		December 31, 2023
Health Solutions Group	$	763	$	831
Health Solutions Voluntary	302		206
Businesses Exited - Future policy benefits	4,324		4,392
Businesses Exited - Additional liability	1,910		2,001
Business Exited - Other	1,305		1,335
Other(1)	939		795
Total	$	9,543	$	9,560

(1) Primarily consists of short-duration contracts.

The amount of undiscounted expected gross premiums and future benefit payments is presented in the table below:


	September 30, 2024				December 31, 2023
	Undiscounted		Discounted		Undiscounted		Discounted
Health Solutions Group
Expected future benefit payments	$	967	$	774	$	1,144	$	918
Expected future gross premiums	11		9		271		214
Health Solutions Voluntary
Expected future benefit payments	865		482		668		307
Expected future gross premiums	631		445		341		213


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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:


	Health Solutions Group				Health Solutions Voluntary				Businesses Exited
	September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023
Weighted average duration (in years)(1)	7		7		14		14		8		8
Interest accretion rate	4.0	%	4.0	%	5.1	%	5.2	%	5.0	%	4.9	%
Current discount rate	4.8	%	4.9	%	5.1	%	5.1	%	5.0	%	5.1	%

(1) Weighted average duration (in years) for Businesses Exited includes additional liability.

The weighted average interest rates for the additional liability related to businesses exited were 4.3% and 4.2% for the periods ended September 30, 2024 and December 31, 2023, respectively.

The following table presents a rollforward of Contract owner account balances for the periods indicated:


	Wealth Solutions Deferred Group and Individual Annuity				Businesses Exited
	September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023
Balance at January 1	$	31,139	$	33,622	$	4,635	$	5,146
Deposits	1,837		2,309		214		288
Fee income	(36)		(9)		(275)		(373)
Surrenders, withdrawals and benefits	(3,780)		(5,663)		(430)		(577)
Net transfers (from) to the general account(1)	105		(5)		4		10
Interest credited	635		885		130		141
Ending Balance	$	29,900	$	31,139	$	4,278	$	4,635


Weighted-average crediting rate	2.8		%	2.8		%	3.9		%	2.5		%
Net amount at risk(2)	$	96		$	123		$	686		$	734
Cash surrender value	$	29,441		$	30,676		$	1,284		$	1,491

(1) Net transfers (from) to the general account for Wealth Solutions includes transfers of $(866) and $(523) for 2024 and 2023, respectively, related to Voya-managed institutional/mutual fund plan assets in trust that are not reflected on the Condensed Consolidated Balance Sheets.

(2) 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:



	September 30, 2024		December 31, 2023
Wealth Solutions Deferred group and individual annuity	$	29,900	$	31,139
Businesses exited	4,278		4,635
Non-puttable funding agreements	1,251		1,175
Business exited - Other	1,188		1,275
Other(1)	896		950
Total	$	37,513	$	39,174

(1) Primarily consists of universal life contracts.


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Voya Financial, Inc.

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 .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 September 30, 2024
Up to 1.00%	$	90	$	4,544	$	3,676	$	1,731	$	1,478	$	870	$	12,389
1.01% - 2.00%	452		118		50		7		3		6		636
2.01% - 3.00%	10,331		96		65		105		—		4		10,601
3.01% - 4.00%	8,492		151		—		11		—		—		8,654
4.01% and Above	1,492		80		—		—		—		—		1,572
Renewable beyond 12 months(2)	377		—		—		—		2		—		379
Total discretionary rate setting products	$	21,234	$	4,989	$	3,791	$	1,854	$	1,483	$	880	$	34,231


As of December 31, 2023
Up to 1.00%	$	120	$	5,070	$	3,460	$	2,215	$	863	$	800	$	12,528
1.01% - 2.00%	527		131		50		8		3		6		725
2.01% - 3.00%	11,225		93		63		108		—		3		11,492
3.01% - 4.00%	8,873		152		—		6		—		—		9,031
4.01% and Above	1,566		83		—		—		—		—		1,649
Renewable beyond 12 months(2)	428		—		—		—		3		—		431
Total discretionary rate setting products	$	22,739	$	5,529	$	3,573	$	2,337	$	869	$	809	$	35,856

(1) 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 September 30, 2024 and December 31, 2023 on which we are required to credit interest above the contractual GMIR for 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. The Company monitors trends in arbitration and any litigation outcomes with its reinsurers. 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").


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Voya Financial, Inc.

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		Ceded		Total, Net of Reinsurance
September 30, 2024
Assets
Premiums receivable	$	208	$	11	$	(235)	$	(16)
Reinsurance recoverable, net of allowance for credit losses	—		—		11,502		11,502
Total	$	208	$	11	$	11,267	$	11,486

Liabilities
Future policy benefits and contract owner account balances	$	46,150	$	906	$	—	$	47,056
Liability for funds withheld under reinsurance agreements	108		—		—		108
Total	$	46,258	$	906	$	—	$	47,164

December 31, 2023
Assets
Premiums receivable	$	193	$	9	$	(219)	$	(17)
Reinsurance recoverable, net of allowance for credit losses	—		—		11,999		11,999
Total	$	193	$	9	$	11,780	$	11,982

Liabilities
Future policy benefits and contract owner account balances	$	47,781	$	953	$	—	$	48,734
Liability for funds withheld under reinsurance agreements	103		—		—		103
Total	$	47,884	$	953	$	—	$	48,837


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Voya Financial, Inc.

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 Statements of Operations is as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Premiums:
Direct premiums	$	1,016	$	896	$	3,070	$	2,706
Reinsurance assumed	6		5		17		20
Reinsurance ceded	(226)		(219)		(701)		(682)
Net premiums	$	796	$	682	$	2,386	$	2,044

Fee income:
Gross fee income	$	634	$	585	$	1,854	$	1,718
Reinsurance assumed	4		4		12		13
Reinsurance ceded	(98)		(100)		(296)		(304)
Net fee income	$	540	$	489	$	1,570	$	1,427

Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders	$	1,233	$	1,099	$	3,571	$	3,221
Reinsurance assumed	7		21		43		51
Reinsurance ceded	(302)		(321)		(982)		(1,040)
Net interest credited and other benefits to contract owners / policyholders	$	938	$	799	$	2,632	$	2,232

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 September 30, 2024 and December 31, 2023, the Company had a deposit asset net of the allowance for credit losses of $1.1 billion and $1.2 billion, respectively, which is reported in Other assets on the Condensed Consolidated Balance Sheets.

8. Separate Accounts

The following tables present a rollforward of separate account liabilities for the Wealth Solutions stabilizer and deferred annuity business, including a reconciliation to the Condensed Consolidated Balance Sheets, for the periods indicated:


	September 30, 2024						December 31, 2023
Wealth Solutions	Stabilizer		Deferred Annuity		Total		Stabilizer		Deferred Annuity		Total
Balance at January 1	$	7,175	$	82,310	$	89,485	$	7,196	$	69,152	$	76,348
Premiums and deposits	702		7,510		8,212		940		10,052		10,992
Fee income	(25)		(358)		(383)		(34)		(426)		(460)
Surrenders, withdrawals and benefits	(1,019)		(8,999)		(10,018)		(1,342)		(9,631)		(10,973)
Net transfers (from) to the separate account	—		(971)		(971)		—		(518)		(518)
Investment performance	384		12,846		13,230		415		13,681		14,096
Balance at end of period	$	7,217	$	92,338	$	99,555	$	7,175	$	82,310	$	89,485

Reconciliation to Condensed Consolidated Balance Sheets:
Other					3,977						3,648
Total Separate Account liabilities					$	103,532					$	93,133


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Stabilizer products allow the contract holder to select either the market value of the account or the book value of the account at termination. The book value of the account is equal to deposits plus interest, less any withdrawals. The fair value is estimated using the income approach.

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 Wealth Solutions deferred annuity products was $92,314 and $82,286, as of September 30, 2024 and December 31, 2023, respectively.

The aggregate fair value of assets, by major investment asset category, supporting separate accounts was as follows for the periods indicated:


	September 30, 2024		December 31, 2023
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	886	$	1,015

Corporate and foreign debt securities	2,756		2,528

Mortgage-backed securities	3,191		3,231
Equity securities (including mutual funds)	96,257		85,916

Cash, cash equivalents and short-term investments	300		399
Receivable for securities and accruals	142		44
Total	$	103,532	$	93,133

9. Segments

The Company provides its principal products and services through three segments: Wealth Solutions, Health Solutions and Investment Management. The Company's chief operating decision maker views and manages the business through these three segments.

The Wealth Solutions segment provides tax-deferred, employer-sponsored retirement savings 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 Health Solutions 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. On January 24, 2023, the Company completed its acquisition of Benefitfocus. The financial results of Benefitfocus are reported in the Health Solutions segment for periods after the acquisition.

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 following corporate and business activities are included in Corporate Adjusted operating earnings before income taxes:

•corporate operations, corporate level assets and financial obligations, financing and interest expenses, dividend payments made to preferred shareholders, and other items not allocated or directly related to the Company's segments, including items such as certain expenses and liabilities of employee benefit plans, certain adjustments to short-term and long-term incentive accruals, certain insurance costs and intercompany eliminations; and

•investment income on assets backing surplus in excess of amounts held at the segment level.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 by excluding items that tend to be highly variable from period to period based on capital market conditions and/or other factors. 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 are calculated by adjusting Income (loss) before income taxes for the following items:

•Net investment gains (losses), which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO 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. Excluding this activity better reveals trends in the Company's core business and more closely aligns Adjusted operating earnings before income taxes with how the Company manages its segments;

•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 Allianz 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 since the outcome of decisions to restructure debt are not indicative of normal operations;

◦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 which are not indicative of current Operating expense fundamentals;

◦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 are not indicative of current Operating expense fundamentals; and

◦Other items not indicative of normal operations or performance of the Company's segments or 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. These items vary widely in timing, scope and frequency between periods as well as between companies to which the Company is compared. Accordingly, the Company adjusts for these items as management believes that these items distort the ability to make a meaningful evaluation of the current and future performance of the Company's segments.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The summary below reconciles Adjusted operating earnings before income taxes for the segments to Income (loss) before income taxes for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Adjusted operating earnings before income taxes by segment:
Wealth Solutions	$	211	$	179	$	611	$	485
Health Solutions	23		53		142		271
Investment Management	72		63		189		168
Corporate	(60)		(52)		(178)		(175)
Total including Allianz noncontrolling interest	245		242		764		749
Less: Earning (loss) attributable to Allianz noncontrolling interest	16		14		40		35
Total	$	230	$	229	$	724	$	715

Adjustments:
Net investment gains (losses)	(33)		42		50		(4)


Income (loss) related to businesses exited or to be exited through reinsurance or divestment	(52)		(68)		(121)		(122)
Income (loss) attributable to noncontrolling interests	(16)		(16)		51		107


Dividend payments made to preferred shareholders	16		14		37		32
Other adjustments	(28)		(28)		(63)		(150)
Total adjustments to income (loss) before income taxes	(113)		(56)		(45)		(138)

Income (loss) before income taxes	$	116	$	172	$	679	$	576

Adjusted operating revenues is a measure of the Company's segment revenues. Each segment's 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 primarily reflect fee income earned by the Company's broker-dealers for sales of non-proprietary 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The summary below reconciles Adjusted operating revenues for the segments to Total revenues for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Adjusted operating revenues by segment:
Wealth Solutions	$	726	$	702	$	2,176	$	2,090
Health Solutions	892		768		2,689		2,317
Investment Management	243		233		711		688
Corporate	6		14		15		39
Total	$	1,867	$	1,717	$	5,591	$	5,135

Adjustments:
Net investment gains (losses)	(33)		40		30		(21)


Revenues related to businesses exited or to be exited through reinsurance or divestment	52		21		89		53
Revenues attributable to noncontrolling interests	19		22		186		211
Other adjustments	50		24		144		152
Total adjustments to revenues	89		106		449		395

Total revenues	$	1,956	$	1,823	$	6,040	$	5,529

Other Segment Information

The Investment Management segment revenues include the following intersegment revenues, primarily consisting of asset-based management and administration fees for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Investment Management intersegment revenues	$	20	$	21	$	59	$	65

The summary below presents Total assets for the Company’s segments as of the dates indicated:


	September 30, 2024		December 31, 2023
Wealth Solutions	$	131,936	$	122,318
Health Solutions	3,553		3,336
Investment Management	1,790		1,600
Corporate	25,386		25,527
Total assets, before consolidation(1)	162,665		152,781
Consolidation of investment entities	4,268		4,304


Total assets	$	166,933	$	157,085

(1) Total assets, before consolidation include the Company's direct investments in CIEs prior to consolidation, which are accounted for using the equity method or fair value option.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

10. Share-based Incentive Compensation 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 September 30, 2024, common stock reserved and available for issuance under the 2024 Omnibus Plan was 7,048,255 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Restricted Stock Unit (RSU) awards	$	13	$	14	$	49	$	67
Performance Stock Unit (PSU) awards	10		7		36		43


Total share-based compensation expense	23		21		85		110
Income tax benefit	5		4		21		26
After-tax share-based compensation expense	$	18	$	17	$	64	$	84

Awards Outstanding

The following table summarizes RSU and PSU awards activity under the Omnibus Plans and the 2024 Omnibus Plan for the period indicated:


	RSU Awards			PSU Awards
(awards in millions)	Number of Awards	Weighted Average Grant Date Fair Value			Number of Awards		Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2024	2.0	$	67.06		2.2		$	61.17
Adjustment for PSU performance factor	—	—			(0.1)		46.94
Granted	0.9	67.70			0.7		59.21
Vested	(0.8)	64.91			(0.6)		53.53
Forfeited	(0.1)	69.42			—	*	69.19
Outstanding as of September 30, 2024	2.0	$	68.06		2.2		$	63.55

*Less than 0.1


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Voya Financial, Inc.

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 period indicated:


	Stock Options
(awards in millions)	Number of Awards		Weighted Average Exercise Price
Outstanding as of January 1, 2024	1.2		$	44.79

Granted	—		—
Exercised	(0.3)		42.55
Forfeited	—	*	50.03
Outstanding as of September 30, 2024	0.9		$	45.47

Vested, exercisable, as of September 30, 2024	0.9		$	45.47

*Less than 0.1

11. 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

(shares in millions)	Issued	Held in Treasury	Outstanding
Balance, January 1, 2023	97.8	0.6	97.2
Common shares issued	9.7	—	9.7
Common shares acquired - share repurchase	—	5.4	(5.4)
Share-based compensation	2.1	0.7	1.4
Treasury stock retirement	(6.0)	(6.0)	—
Balance, December 31, 2023	103.6	0.7	102.9
Common shares issued	0.1	—	0.1
Common shares acquired - share repurchase	—	6.9	(6.9)
Share-based compensation	1.7	0.7	1.0
Balance, September 30, 2024	105.4	8.3	97.1

Dividends declared per share of common stock were as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Dividends declared per share of common stock	$	0.45	$	0.40	$	1.25	$	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 through 10b5-1 plans, or tender offers. Share repurchase authorizations typically expire if unused by a prescribed date.

As of September 30, 2024, the Company's remaining repurchase capacity under the Board's prior authorization was $382. On October 31, 2024, the Company's Board authorized additional share repurchases of $500. The Company's share repurchase


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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.

The following table presents repurchases of the Company's common stock through share repurchase agreements with third-party financial institutions during the nine months ended September 30, 2024:


Execution Date	Payment		Initial Shares Delivered	Closing Date	Additional Shares Delivered	Total Shares Repurchased
September 12, 2024	$	100	1,061,853	(1)	(1)	(1)

(1) This arrangement is scheduled to terminate no later than December 31, 2024, at which time the Company will settle any positive or negative share balances based on the daily volume-weighted average price of the Company's common stock.

The following table presents repurchases of our common stock pursuant to 10b5-1 plans and through open market repurchases for the periods indicated:


	Nine Months Ended September 30,
	2024		2023
Shares of common stock	5,811,158		3,107,195
Payment	$	415	$	216

Subsequent to September 30, 2024, the Company repurchased 997,994 shares pursuant to a 10b5-1 plan for $81.

Preferred Stock

As of September 30, 2024 and December 31, 2023, there were 100,000,000 shares of preferred stock authorized. Shares of preferred stock issued and outstanding are as follows:


	September 30, 2024		December 31, 2023
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

Dividends declared on preferred stock per share and in the aggregate were as follows for the periods indicated:


	Series A				Series B
Three Months Ended September 30,	Per Share		Aggregate		Per Share		Aggregate
2024	$	38.790	$	13	$	13.375	$	4
2023	30.625		10		13.375		4
Nine Months Ended September 30,
2024	77.580		25		40.125		12
2023	61.250		20		40.125		12

As of September 30, 2024, there were no preferred stock dividends in arrears.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

12. 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 September 30,				Nine Months Ended September 30,
(in millions, except for per share data)	2024		2023		2024		2023
Earnings
Net income (loss) available to common shareholders:
Net income (loss)	$	98	$	246	$	621	$	610
Less: Preferred stock dividends	16		14		37		32
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	(16)		(16)		51		107


Net income (loss) available to common shareholders	$	98	$	248	$	533	$	471

Weighted average common shares outstanding
Basic	98.2		105.8		100.2		102.2
Dilutive Effects:
Warrants(1)	—		—		—		4.3
RSUs	1.1		1.1		1.1		1.1
PSUs	0.7		1.1		0.7		1.2
Stock Options	0.4		0.4		0.4		0.5
Diluted	100.4		108.4		102.4		109.3

Net income (loss) available to Voya Financial, Inc.'s common shareholders per common share (2)


Basic	$	1.00	$	2.35	$	5.32	$	4.62



Diluted	$	0.98	$	2.29	$	5.20	$	4.31

(1) See the Shareholders' Equity Note to the Consolidated Financial Statements in Part II, Item 8. of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on warrants settled.

(2) 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.

13. Accumulated Other Comprehensive Income (Loss)

Shareholders' equity included the following components of Accumulated other comprehensive income ("AOCI") as of the dates indicated:


	September 30, 2024		September 30, 2023
Fixed maturities, net of impairment	$	(1,648)	$	(3,881)

Derivatives(1)	34		100





Change in current discount rate	(838)		(850)
Deferred income tax asset (liability)(2)	638		1,096
Total	(1,814)		(3,535)
Pension and other postretirement benefits liability, net of tax	2		2
AOCI	$	(1,812)	$	(3,533)

(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 September 30, 2024, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $12.

(2) The Company uses the portfolio method to determine when stranded tax benefits (or detriments) are released from AOCI.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Changes in AOCI, including the reclassification adjustments recognized in the Condensed Consolidated Statements of Operations, were as follows for the periods indicated:



	Three Months Ended September 30, 2024
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	1,047		$	(219)	$	828



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	(20)			4		(16)



Change in unrealized gains/losses on available-for-sale securities	1,027			(215)		812

Derivatives:
Derivatives	(28)		(1)	6		(22)
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	(32)			7		(25)

Change in current discount rate	(20)			4		(16)



Change in Accumulated other comprehensive income (loss)	$	975		$	(204)	$	771

(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.



	Nine Months Ended September 30, 2024
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	717		$	(151)	$	566



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	4			(1)		3



Change in unrealized gains (losses) on available-for-sale securities	721			(152)		569

Derivatives:
Derivatives	(17)		(1)	4		(13)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(12)			3		(9)
Change in unrealized gains (losses) on derivatives	(29)			7		(22)

Change in current discount rate	52			(11)		41



Change in Accumulated other comprehensive income (loss)	$	744		$	(156)	$	588

(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Three Months Ended September 30, 2023
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(937)		$	197	$	(740)



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	18			(4)		14




Change in unrealized gains (losses) on available-for-sale securities	(919)			193		(726)

Derivatives:
Derivatives	7		(1)	(2)		5
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	3			(1)		2

Change in current discount rate	(23)			5		(18)




Change in Accumulated other comprehensive income (loss)	$	(939)		$	197	$	(742)

(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.



	Nine Months Ended September 30, 2023
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(619)		$	130	$	(489)



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	32			(7)		25




Change in unrealized gains (losses) on available-for-sale securities	(587)			123		(464)

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	(14)			3		(11)
Change in unrealized gains (losses) on derivatives	(25)			5		(20)

Change in current discount rate	7			(1)		6




Change in Accumulated other comprehensive income (loss)	$	(605)		$	127	$	(478)

(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

14. 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Wealth Solutions:
Advisory and recordkeeping and administration	$	163	$	125	$	463	$	369
Distribution and shareholder servicing	34		29		100		88

Investment Management:
Advisory, asset management and recordkeeping and administration	248		236		732		698
Distribution and shareholder servicing	40		36		119		100

Health Solutions:
Recordkeeping and administration	7		4		19		15
Software subscriptions and services	50		53		154		167
Corporate:
Recordkeeping and administration	—		8		2		25


Total financial services and software subscriptions and services revenue	542		491		1,589		1,462
Revenue from other sources(1)	101		79		270		210
Total Fee income and Other revenue	$	643	$	570	$	1,859	$	1,672

(1) Primarily consists of revenue from insurance contracts and financial instruments.

Net receivables of $339 are included in Other assets on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

15. 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 months ended September 30, 2024 was 15.5%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the dividends received deduction ("DRD"), tax credits and noncontrolling interest.

The Company's effective tax rate for the nine months ended September 30, 2024 was 8.5%. The effective tax rate differed from the statutory rate of 21% primarily due to the Security Life of Denver Company capital loss carryback as discussed below, the effect of the DRD, noncontrolling interest and tax credits.

The Company's effective tax rate for the three months ended September 30, 2023 was (43.0)%. 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 and tax credits.

The Company's effective tax rate for the nine months ended September 30, 2023 was (5.9)%. 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

On January 4, 2021, the Company completed a series of transactions pursuant to a Master Transaction Agreement with Resolution Life U.S. Holdings Inc. ("Resolution Life US"). As a part of these transactions, Resolution Life US acquired the Company's wholly owned subsidiary, Security Life of Denver Company ("SLD"). SLD generated capital losses in the 2023 and 2022 tax years, which are included in a carryback claim for the Company. The Company recorded a $38 and $92 tax benefit in 2024 and 2023, respectively, resulting in a decrease to the effective tax rate.

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 September 30, 2024, the Company had year-to-date gains on securities of $692 in Other comprehensive income reducing the related DTA. Additionally, income before income taxes available to the Company remained positive for the period and was largely consistent with the 2023 year-end valuation allowance analysis. After evaluating the positive and negative evidence, the Company did not change its judgement regarding the realization of DTAs. For more information related to the valuation allowance, refer to the Income Taxes Note to the Consolidated Financial Statements included in Part II, Item 8. of the Annual Report on Form 10-K.

Tax Regulatory Matters

For the tax years 2022 through 2024, 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 tax year, 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. Based on the proposed regulations, the Company does not expect to be subject to the CAMT for 2024.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

16. 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	September 30, 2024		December 31, 2023




3.976% Senior Notes, due 2025 (2)(3)	Voya Financial, Inc.	02/15/2025	$	397	$	390
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	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	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
8.42% Equitable of Iowa Companies Capital Trust II Notes, due 2027	Equitable of Iowa Capital Trust II	04/01/2027	13		13


1.00% Windsor Property Loan	Voya Retirement Insurance and Annuity Company	06/14/2027	2		2



Subtotal			2,500		2,098
Less: Current portion of long-term debt			397		1
Total			$	2,103	$	2,097

(1) Guaranteed by ING Group.

(2) Interest is paid semi-annually in arrears.

(3) Guaranteed by Voya Holdings.

As of September 30, 2024, 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 intends to use the net proceeds for the repayment at maturity of the $400 outstanding principal amount of its 3.976% Senior Notes due February 15, 2025.

Aetna Notes

As of September 30, 2024, 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 September 30, 2024, the Company provided $231 of collateral benefiting ING Group, comprised of a deposit of $219 to a control account with a third-party collateral agent and $12 of letter of credit. 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 nine months ended September 30, 2024 and 2023 were immaterial.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the Company's credit facilities as of September 30, 2024:


Obligor / Applicant	Secured / Unsecured	Committed / Uncommitted	Expiration	Capacity			Utilization			Unused Commitment
Voya Financial, Inc.	Unsecured	Committed	05/01/2028	$	500		$	—		$	500

























Voya Financial, Inc.	Unsecured	Committed	04/07/2025	12		(2)	12		(1)	—


Total				$	512		$	12		$	500

(1) Amount utilized as collateral for outstanding Aetna Notes.

(2) In March of 2024, the Company decreased the capacity of its letter of credit, expiring in 2025, from $200 to $12. This reduction was due to the reduced collateral requirements resulting from the maturity of a portion of the Aetna Notes. Additionally, the full capacity was not expected to be utilized through its expiration.

Put Option Agreement for Senior Debt Issuance

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 provides 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 are held by the trust. The 3.976% Senior Notes will not be issued unless and until the put option is exercised. In return, the Company pays a semi-annual put premium to the trust at a rate of 1.875% per annum applied to the unexercised portion of the put option and reimburses the trust for its expenses. The put premium and expense reimbursements are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. If and when issued, the 3.976% Senior Notes will be guaranteed by Voya Holdings.

Upon an event of default, the put option will be exercised automatically in full. The Company has a one-time right to unwind a prior voluntary exercise of the put option by repurchasing all of the 3.976% Senior Notes then held by the trust for U.S. Treasury securities. If the put option has been fully exercised, the 3.976% Senior Notes issued may be redeemed by the Company prior to their maturity at par or, if greater, at a make-whole redemption price, in each case plus accrued and unpaid interest to the date of redemption. The P-Caps are to be redeemed by the trust on February 15, 2025 or upon any early redemption of the 3.976% Senior Notes.

On May 1, 2023, pursuant to the put option agreement, 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. On May 3, 2023, the Company issued $400 aggregate principal amount of 3.976% Senior Notes to the trust and the Company received approximately $400 of U.S. Treasury securities. The proceeds from the sale of the U.S. Treasury securities were used to redeem the 5.65% Fixed-to-Floating Rate Junior Subordinated Notes due 2053 on May 15, 2023.

As of September 30, 2024, the Company may issue up to $100 principal amount of its 3.976% Senior Notes to the trust under the put option agreement.

Senior Unsecured Credit Facility Agreement

As of September 30, 2024, 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 September 30, 2024, 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

17. Commitments and Contingencies

Leases

During the three and nine months ended September 30, 2024, there was no impairment on the Company's right-of-use asset associated with leased office space. During the three months ended September 30, 2023, there was no impairment on the Company's right-of-use asset associated with leased office space. During the nine months ended September 30, 2023, the Company recorded an impairment of $14, on its right-of-use asset associated with leased office space. The impairments are included in Operating expenses in the Condensed Consolidated Statements of Operations.

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 September 30, 2024, the Company had off-balance sheet commitments to acquire mortgage loans of $119 and purchase limited partnerships and private placement investments of $1,169, of which $411 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:


	September 30, 2024		December 31, 2023
Fixed maturity collateral pledged to FHLB(1)	$	2,176	$	1,956
FHLB restricted stock(2)	65		64
Fixed maturities-state and other deposits	40		37
Cash and cash equivalents	22		25
Securities pledged(3)	1,463		1,160
Total restricted assets	$	3,766	$	3,242

(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 $1,091 and $842 as of September 30, 2024 and December 31, 2023, respectively. In addition, as of September 30, 2024 and December 31, 2023, the Company delivered securities as collateral of $168 and $201, respectively, and repurchase agreements of $204 and $117, 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 September 30, 2024 and December 31, 2023, the Company had $1,251 and $1,175, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, assets with a market value of approximately $2,176 and $1,956, respectively, collateralized the FHLB funding agreements. Assets pledged to the FHLB are included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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.

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. For example, the Company is cooperating with a publicly reported, industry-wide investigation by the SEC regarding compliance with certain record-keeping requirements for business-related electronic communications on unapproved channels.

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 September 30, 2024, 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 $100.

For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company's accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.

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.

In November 2022, the Company acquired Czech Asset Management, L.P., pursuant to an agreement that provides for earn-out payments if certain contingencies are met. On March 11, 2024, the Company received from the sellers a demand for arbitration of a claim that the full amount of these earn-outs had become payable. The Company is opposing the claim in arbitration.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 September 30, 2024, 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.

18. 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 $385 and $316 as of September 30, 2024 and December 31, 2023, 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 7 and 5 CLOs as of September 30, 2024 and December 31, 2023, respectively.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 in private equity funds and other securities or assets with similar risk and return characteristics primarily through secondary market purchases. 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 13 and 11 partnerships as of September 30, 2024 and December 31, 2023, respectively.

The noncontrolling interest related to partnerships decreased from $1,685 at December 31, 2023 to $1,665 at September 30, 2024. 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 Balance Sheets. The change in noncontrolling interest was primarily driven by an increase in net distributions, partially offset by favorable market appreciation in limited partnership investments. 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 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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 2024 and 2032, paying interest at SOFR, EURIBOR or PRIME plus a spread of up to 8.8%. As of September 30, 2024 and December 31, 2023, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $23 and $46, respectively. Less than 1.0% of the collateral loans were in default as of September 30, 2024 and December 31, 2023.

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. 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 11 years as of September 30, 2024. 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).


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

•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.

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 net asset value ("NAV") within 90 days because of inherent restriction on near term redemptions.

As of September 30, 2024, certain private equity funds maintained revolving lines of credit of $1,308. As of December 31, 2023, certain private equity funds maintained term loans and revolving lines of credit of $1,330. The term loans were fully paid off during the nine months ended September 30, 2024, and the revolving lines of credit are eligible for renewal every three years; all loans bear interest at EURIBOR or SOFR plus 140 - 240 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 September 30, 2024 and December 31, 2023, outstanding borrowings amount to $1,180 and $1,198, 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.


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Voya Financial, Inc.

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 September 30, 2024:


	Level 1		Level 2		Level 3		NAV		Total
Assets
VIEs
Cash and cash equivalents	$	84	$	—	$	—	$	—	$	84
Corporate loans	—		1,345		—		—		1,345
Limited partnerships/corporations	—		—		—		3,033		3,033
Other investments(1)	—		—		23		—		23
VOEs
Cash and cash equivalents	4		—		—		—		4

Other investments(1)	—		—		—		49		49

Total assets	$	88	$	1,345	$	23	$	3,082	$	4,538
Liabilities
VIEs
CLO notes	$	—	$	1,123	$	—	$	—	$	1,123
Total liabilities	$	—	$	1,123	$	—	$	—	$	1,123
(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.

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of December 31, 2023:


	Level 1		Level 2		Level 3		NAV		Total
Assets
VIEs
Cash and cash equivalents	$	181	$	—	$	—	$	—	$	181
Corporate loans	—		1,404		—		—		1,404
Limited partnerships/corporations	—		—		—		2,861		2,861





Total assets	$	181	$	1,404	$	—	$	2,861	$	4,446
Liabilities
VIEs
CLO notes	$	—	$	1,332	$	—	$	—	$	1,332
Total liabilities	$	—	$	1,332	$	—	$	—	$	1,332

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 nine months ended September 30, 2024 and 2023, 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The Company had no deconsolidation during the three months ended September 30, 2024 and 2023. The Company had two and one deconsolidations during the nine months ended September 30, 2024 and 2023, respectively. 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 September 30, 2024 and December 31, 2023, the Company held $454 and $383 ownership interests, respectively, in unconsolidated CLOs, which also represents the Company's maximum exposure to loss.

LPs

As of September 30, 2024 and December 31, 2023, the Company held $1,736 and $1,621 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

19. Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill reported in the Company's operating segments were as follows:


	Wealth Solutions		Health Solutions		Investment Management		Corporate(1)		Consolidated
Balance as of January 1, 2023	$	17	$	24	$	286	$	—	$	327
Additions from business combinations(2)	—		319		—		102		421

Balance as of December 31, 2023	$	17	$	343	$	286	$	102	$	748
Additions from business combinations	—		—		—		—		—

Balance as of September 30, 2024	$	17	$	343	$	286	$	102	$	748

(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 Wealth Solutions, Health Solutions, and Investment Management reporting units as $72, $20 and $10, respectively.

(2) See the Business, Basis of Presentation and Significant Accounting Policies Note for information on business combinations.

Other Intangible Assets

The following table presents other intangible assets as of the dates indicated:


	Weighted Average Amortization Lives	September 30, 2024						December 31, 2023
		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
Total indefinite-life intangibles		$	350	$	—	$	350	$	350	$	—	$	350
Finite-life intangibles:
Management contract rights	15 years	$	153	$	20	$	133	$	153	$	11	$	142
Customer relationship lists	17 years	325		141		184		325		128		197
Trademarks	8 years	15		3		12		15		2		13
Computer software	5 years	419		236		183		501		346		155
Total intangible assets		$	1,262	$	400	$	862	$	1,344	$	487	$	857

Amortization expense related to intangible assets was $70 and $63 for the nine months ended September 30, 2024 and 2023, respectively. Fully amortized computer software of $156 was written-off during the nine months ended September 30, 2024.


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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 nine months ended September 30, 2024 and 2023 and financial condition as of September 30, 2024 and December 31, 2023. 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 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.

Since Voya’s IPO in 2013, we have evolved 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 higher-return, capital-light businesses, while maximizing the capital returned to our shareholders.

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 Adjusted Operating Earnings Per Share growth via net revenue growth, margin expansion, and disciplined capital management. We provide our products and services principally through our Workplace Solutions business, which encompasses both our Wealth Solutions and Health Solutions business segments, and through our Investment Management segment.

Wealth Solutions

Our Wealth Solutions 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.

Our Wealth Solutions segment earns revenue from a diverse and complementary business mix, primarily fee income from asset based and participant based administrative, recordkeeping and advisory fees as well as investment income on our general account assets and other funds. Because a significant portion of our revenues are tied to account values, our profitability is determined in part by the amount of assets we have under management, administration or advisement, which in turn depends on sales volumes to new and existing clients, net deposits from retirement plan participants, 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.

Health Solutions

Our Health Solutions 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 as well as benefits administration. In addition, our Health Solutions segment provides stop-loss coverage to employer plan sponsors that self-fund their pharmaceutical and medical benefits.


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Our Health Solutions 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 margin on expenses for 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.

Investment Management

Our Investment Management segment serves both individual and institutional customers, offering them domestic and international fixed income, equity, multi-asset and alternative investment products and solutions across a range of geographies, investment styles and capitalization spectrums. 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.

Through our institutional distribution channel and our Workplace Solutions 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 and distributed in Europe and Asia.

Our Investment Management segment generates revenue through the collection of management fees on the assets we manage. These fees are typically based upon 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 Wealth Solutions 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, collateralized loan obligations and various funds.

Business Update

On September 11, 2024, we announced a definitive agreement to acquire the full-service retirement plan business of OneAmerica Financial. This acquisition will be accomplished through the purchase of legal entities and an indemnity reinsurance agreement. The acquisition adds scale and a broader set of capabilities to our full-service business in Wealth Solutions, including incremental assets in attractive emerging and mid-market segments, employee stock ownership plan capabilities and new opportunities for distribution partnerships. The transaction, subject to customary closing conditions, is expected to close on January 1, 2025. The purchase consideration includes approximately $50 million in cash to be paid at closing and contingent consideration of up to $160 million based on plan persistency and transition incentives.

On August 1, 2023, we acquired all remaining equity interest in VFI SLK Global Services Private Limited previously held by SLK Software Private Limited ("SLK") and renamed the entity as Voya Global Services Private Limited ("Voya India"). Voya India was a private limited company in India formed pursuant to a joint venture agreement between us and SLK on August 1, 2019, with us and SLK holding 49% and 51% of ownership shares, respectively. The purpose of Voya India is to provide technology and business operation services to us. As a result of the acquisition, Voya India has become a wholly owned subsidiary of us and provides us with improved strategic and operational flexibility. As part of the purchase consideration, an upfront payment of approximately $53 million was made at closing. Net assets acquired as part of this transaction included goodwill of $102 million.

On January 24, 2023, we completed the acquisition of Benefitfocus, Inc. ("Benefitfocus"), an industry-leading benefits administration technology company that serves U.S. employers, health plans and brokers for a total purchase price consideration of $595 million. The acquisition has expanded the Company’s capacity to meet the growing demand for comprehensive benefits and savings solutions and increases its ability to deliver innovative solutions for employers and health plans.


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Trends and Uncertainties

We describe known material trends and uncertainties that might affect our business within Trends and Uncertainties 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, and in other sections of that document, including Risk Factors in Part I, Item 1A.

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 September 30,
($ in millions)	2024		2023
AUM and AUA:
Wealth Solutions	$	608,493	$	509,572
Health Solutions	1,972		1,869
Investment Management	391,674		366,882
Eliminations/Other	(112,520)		(107,999)
Total AUM and AUA (1)	$	889,619	$	770,324

AUM	504,787		442,029
AUA	384,832		328,296
Total AUM and AUA (1)	$	889,619	$	770,324

(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.


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Results of Operations - Consolidated

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2024		2023		Change		2024		2023		Change
Revenues:
Net investment income	$	506	$	547	$	(41)	$	1,553	$	1,637	$	(84)
Fee income	540		489		51		1,570		1,427		143
Premiums	796		682		114		2,386		2,044		342
Net gains (losses)	(14)		(7)		(7)		25		(79)		104
Other revenue	103		81		22		289		245		44
Income (loss) related to consolidated investment entities	25		31		(6)		217		255		(38)
Total revenues	1,956		1,823		133		6,040		5,529		511
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	938		799		139		2,632		2,232		400
Operating expenses	775		717		58		2,326		2,323		3
Net amortization of Deferred policy acquisition costs and Value of business acquired	55		57		(2)		167		173		(6)
Interest expense	29		31		(2)		89		102		(13)
Operating expenses related to consolidated investment entities	43		47		(4)		147		123		24
Total benefits and expenses	1,840		1,651		189		5,361		4,953		408
Income (loss) before income taxes	116		172		(56)		679		576		103
Income tax expense (benefit)	18		(74)		92		58		(34)		92


Net Income (loss)	98		246		(148)		621		610		11
Less: Net income (loss) attributable to noncontrolling interest	(16)		(16)		—		51		107		(56)
Less: Preferred stock dividends	16		14		2		37		32		5
Net income (loss) available to our common shareholders	$	98	$	248	$	(150)	$	533	$	471	$	62

Consolidated - Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Total Revenues

Total revenues increased $133 million from $1,823 million to $1,956 million. The following items contributed to the overall increase.

Net investment income decreased $41 million from $547 million to $506 million primarily due to:

•lower investment income on fixed maturity securities primarily due to interest rate movements and lower average volume, partially offset by actions to improve the portfolio yield.


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Fee income increased $51 million from $489 million to $540 million primarily due to:

•higher fee income in Wealth Solutions driven by an increase in fee-based assets primarily due to higher average equity markets; and

•higher fee income in Investment Management primarily benefiting from positive capital markets and business growth in the current year.

Premiums increased $114 million from $682 million to $796 million primarily due to:

•higher premiums in Health Solutions driven by growth across all blocks of business.

Net gains (losses) decreased $7 million from a loss of $7 million to a loss of $14 million primarily due to:

•net unfavorable changes in derivative valuations due to interest rate movements; and

•the absence of a gain recognized in the prior period from the revaluation of the investment in Voya India.

The decrease was partially offset by:

•a favorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements;

•higher impairments incurred in the prior period; and

•gains recorded in the current period on bond sales.

Other revenue increased $22 million from $81 million to $103 million primarily due to:

•an increase in other interest income due to float on cash balances.

The increase was partially offset by:

•the absence of transition services agreements revenue recognized in the prior period associated with the Individual Life transaction.

Total Benefits and Expenses

Total benefits and expenses increased $189 million from $1,651 million to $1,840 million. The following items contributed to the overall increase.

Interest credited and other benefits to contract owners/policyholders increased $139 million from $799 million to $938 million primarily due to:

•an increase in benefits to policyholders in Health Solutions due to a higher loss ratio for stop loss and in-force business growth, partially offset by a favorable change from the annual assumption update; and

•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).

The increase was partially offset by:

•a smaller unfavorable impact from the annual assumption update recorded in businesses exited; and

•lower interest credited in Wealth Solutions primarily due to lower spread-based assets, partially offset by a higher crediting rate.

Operating expenses increased $58 million from $717 million to $775 million primarily due to:

•an increase in operating segment expenses driven by growth and investments in our business, partially offset by expense save actions;

•an increase in the deferred compensation plan liability due to equity market movements; and

•severance costs recorded in the current period.


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The increase was partially offset by:

•lower integration costs associated with the AllianzGI and Benefitfocus businesses; and

•the absence of costs incurred in the prior period which supported the remaining transition services agreements related to the Individual Life Transaction.

Income Tax Expense

Income tax expense/(benefit) changed $92 million from a benefit of $74 million to an expense of $18 million primarily due to:

•the Security Life of Denver Company capital loss carryback recorded in 2023. For more details, see the Income Taxes Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Consolidated - Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Total Revenues

Total revenues increased $511 million from $5,529 million to $6,040 million. The following items contributed to the overall increase.

Net investment income decreased $84 million from $1,637 million to $1,553 million primarily due to:

•lower investment income on fixed maturity securities primarily due to lower average volume and interest rate movements, partially offset by actions to improve the portfolio yield.

The decrease was partially offset by:

•equity market impacts to limited partnership valuations.

Fee income increased $143 million from $1,427 million to $1,570 million primarily due to:

•higher fee income in Wealth Solutions driven by an increase in fee-based assets primarily due to higher average equity markets; and

•higher fee income in Investment Management benefiting from positive capital markets and business growth in the current year.

Premiums increased $342 million from $2,044 million to $2,386 million primarily due to:

•higher premiums in Health Solutions driven by growth across all blocks of business.

The increase was partially offset by:

•lower amortization of the deferred profit liability associated with businesses exited primarily due to higher than expected terminations in the current period.

Net gains (losses) changed $104 million from a loss of $79 million to a gain of $25 million primarily due to:

•a favorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements; and

•higher impairments incurred in the prior period.

The change was partially offset by:

•net unfavorable changes in derivative valuations due to interest rate movements; and

•the absence of a gain recognized in the prior period from the revaluation of the investment in Voya India.


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Other revenue increased $44 million from $245 million to $289 million primarily due to:

•an increase in other interest income due to float on cash balances; and

•an increase in Health Solutions primarily driven by timing of the Benefitfocus acquisition in the prior period.

The increase was partially offset by:

•the absence of transition services agreements revenue recognized in the prior period associated with the Individual Life transaction.

Income (loss) related to consolidated investment entities decreased $38 million from $255 million to $217 million primarily due to:

•equity market impacts to limited partnership valuations; and

•an asset sale within one limited partnership fund during the prior year.

The decrease was partially offset by:

•an increase in interest income in collateralized loan obligations primarily due to a new fund launch.

Total Benefits and Expenses

Total benefits and expenses increased $408 million from $4,953 million to $5,361 million. The following items contributed to the overall increase.

Interest credited and other benefits to contract owners/policyholders increased $400 million from $2,232 million to $2,632 million primarily due to:

•an increase in benefits to policyholders in Health Solutions due a higher loss ratio for stop loss and in-force business growth, partially offset by a favorable change from the annual assumption update; and

The increase was partially offset by:

•a smaller unfavorable impact from the annual assumption update recorded in businesses exited;

•lower interest credited in Wealth Solutions primarily due to lower spread-based assets, partially offset by a higher crediting rate; and

•a litigation reserve recorded in the prior period within businesses exited.

Operating expenses increased $3 million from $2,323 million to $2,326 million primarily due to:

•an increase in operating segment expenses driven by growth and investments in our business, partially offset by expense save actions;

•an increase in the deferred compensation plan liability due to equity market movements; and

•severance costs recorded in the current period.

The decrease was partially offset by:

•the absence of closing costs incurred in the prior period associated with the acquisition of Benefitfocus;

•lower integration costs associated with the AllianzGI and Benefitfocus businesses;

•the absence of costs incurred in the prior period which supported the remaining transition services agreements related to the Individual Life Transaction; and

•the absence of an impairment recorded in the prior period related to a vacated leased building.


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Interest expense decreased $13 million from $102 million to $89 million primarily due to:

•lower interest expense driven by cumulative debt extinguishments; and

•a loss on debt extinguishment incurred in the prior period.

Operating expenses related to consolidated investment entities increased $24 million from $123 million to $147 million primarily due to:

•an increase in interest costs of limited partnerships due to a larger loan; and

•an increase in collateralized loan obligations interest costs primarily due to a new fund launch.

Income Tax Expense

Income tax expense/(benefit) changed $92 million from a benefit of $34 million to an expense of $58 million primarily due to:

•the difference in the Security Life of Denver Company capital loss carrybacks. For more details, see the Income Taxes Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q;

•an increase in income before income taxes; and

•an increase in noncontrolling interest.

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Income (loss) before income taxes	$	116	$	172	$	679	$	576

Less adjustments:
Net investment gains (losses)	(33)		42		50		(4)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment	(52)		(68)		(121)		(122)
Income (loss) attributable to noncontrolling interests	(16)		(16)		51		107
Dividend payments made to preferred shareholders	16		14		37		32
Other adjustments	(28)		(28)		(63)		(150)
Total adjustments to income (loss) before income taxes	(113)		(56)		(45)		(138)

Total adjusted operating earnings before income taxes	$	230	$	229	$	724	$	715

Adjusted operating earnings before income taxes by segment:
Wealth Solutions	$	211	$	179	$	611	$	485
Health Solutions	23		53		142		271
Investment Management	72		63		189		168
Corporate	(60)		(52)		(178)		(175)
Total including Allianz noncontrolling interest	245		242		764		749
Less: Earning (loss) attributable to Allianz noncontrolling interest	16		14		40		35
Total	$	230	$	229	$	724	$	715


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Consolidated - Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Adjustments to Income (loss) before income taxes

Net investment gains (losses) changed $75 million from a gain of $42 million to a loss of $33 million primarily due to:

•net unfavorable changes in derivative valuations due to interest rate movements; and

•the absence of a gain recognized in the prior period from the revaluation of the investment in Voya India.

The change was partially offset by:

•a favorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements;

•higher impairments incurred in the prior period; and

•gains recorded in the current period on bond sales.

Income (loss) related to businesses exited or to be exited through reinsurance or divestment improved $16 million from a loss of $68 million to a loss of $52 million primarily due to:

•a smaller unfavorable impact from the annual assumption update.

The improvement was partially offset by:

•an unfavorable change in the fair value of an embedded derivative due to changes in interest rates.

Consolidated - Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Adjustments to Income (loss) before income taxes

Net investment gains (losses) changed $54 million from a loss of $4 million to a gain of $50 million primarily due to:

•a favorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements; and

•higher impairments incurred in the prior period.

The change was partially offset by:

•the absence of a gain recognized in the prior period from the revaluation of the investment in Voya India; and

•net unfavorable changes in derivative valuations due to interest rate movements.

Other adjustments to operating earnings improved $87 million from a loss of $150 million to a loss of $63 million primarily due to:

•the absence of closing costs incurred in the prior period associated with the acquisition of Benefitfocus;

•lower integration costs associated with the Allianz GI and Benefitfocus businesses;

•the absence of an impairment recorded in the prior period related to a vacated leased building; and

•a loss on debt extinguishment incurred in the prior period.

The improvement was partially offset by:

•severance costs recorded in the current period.


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Results of Operations - Segment by Segment

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 and our definition of adjusted operating earnings before income taxes.

Wealth Solutions

The following table presents Adjusted operating earnings before income taxes of our Wealth Solutions segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	427	$	438	$	1,307	$	1,318
Fee income	280		246		814		717
Other revenue	20		18		55		55
Total adjusted operating revenues	726		702		2,176		2,090
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	210		226		640		671
Operating expenses	285		275		864		867
Net amortization of DAC/VOBA	20		22		63		67
Total operating benefits and expenses	516		524		1,566		1,605
Adjusted operating earnings before income taxes	$	211	$	179	$	611	$	485

The following table presents Net revenue and Adjusted operating margin for our Wealth Solutions segment as of the dates indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2024			2023			2024			2023
Adjusted operating earnings before income taxes	$	211		$	179		$	611		$	485

Total adjusted operating revenues	726			702			2,176			2,090
Less: Interest credited and other benefits to contract owners/policyholders	210			226			640			671
Net revenue	$	516		$	475		$	1,537		$	1,419

Adjusted operating margin (1)	40.8		%	37.6		%	39.7		%	34.2		%

(1) Adjusted operating earnings before income taxes divided by Net revenue.


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The following table presents Total Client Assets by product group, which comprise total AUM and AUA, for our Wealth Solutions segment as of the dates indicated:


	As of September 30,
($ in millions)	2024		2023
Full Service	$	208,978	$	173,723
Recordkeeping	335,774		276,869
Total Defined Contribution	544,753		450,591
Investment-only Stable Value	34,744		35,450
Retail Client and Other Assets (1)	36,690		30,529
Eliminations	(7,693)		(6,998)
Total Client Assets by product group	$	608,493	$	509,572

(1) 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 Wealth Solutions segment as of the dates indicated:


	As of September 30,
($ in millions)	2024		2023
Fee-based	$	520,167	$	423,118
Spread-based (1)	30,052		32,136
Investment-only Stable Value	34,744		35,450
Retail Client Assets	31,223		25,867
Eliminations	(7,693)		(6,998)
Total Client Assets by source of earnings	$	608,493	$	509,572

(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 Wealth Solutions segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Full Service - Corporate markets:
Deposits	$	4,429	$	3,980	$	13,528	$	12,531
Surrenders, benefits and product charges	(4,548)		(3,368)		(13,224)		(10,089)
Net flows	(119)		612		304		2,442
Full Service - Tax-exempt markets:
Deposits	1,897		1,309		5,019		4,083
Surrenders, benefits and product charges	(1,999)		(1,793)		(6,119)		(6,012)
Net flows	(103)		(484)		(1,102)		(1,929)
Total Full Service Net Flows	$	(222)	$	127	$	(798)	$	513

Recordkeeping and Stable Value:
Recordkeeping Net Flows	$	(224)	$	2,993	$	(1,563)	$	6,682
Investment-only Stable Value Net Flows	$	(566)	$	(1,844)	$	(2,546)	$	(3,477)

Wealth Solutions - Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Adjusted operating earnings before income taxes increased $32 million from $179 million to $211 million primarily due to:

•higher fee income driven by an increase in fee-based assets primarily due to higher average equity markets; and

•lower interest credited primarily due to lower spread-based assets, partially offset by a higher crediting rate.


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The increase was partially offset by:

•higher operating expenses primarily due to growth and investments in our business, partially offset by expense save actions; and

•lower net investment income primarily due to lower spread-based assets resulting from participant surrenders, partially offset by income on cash, actions to improve the portfolio yield, and higher alternative asset returns.

Wealth Solutions - Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Adjusted operating earnings before income taxes increased $126 million from $485 million to $611 million primarily due to:

•higher fee income driven by an increase in fee-based assets primarily due to higher average equity markets; and

•lower interest credited primarily due to lower spread-based assets, partially offset by a higher crediting rate.

The increase was partially offset by:

•lower net investment income primarily due to lower spread-based assets resulting from participant surrenders, partially offset by income on cash, higher alternative asset returns and actions to improve the portfolio yield.

Health Solutions

The following table presents Adjusted operating earnings before income taxes of the Health Solutions segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	36	$	35	$	110	$	104
Fee income	19		18		53		58
Premiums	785		663		2,374		2,007
Other revenue	52		51		152		148
Total adjusted operating revenues	892		768		2,689		2,317
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	634		504		1,839		1,404
Operating expenses	226		204		684		619
Net amortization of DAC/VOBA	8		7		25		23
Total operating benefits and expenses	869		715		2,547		2,047
Adjusted operating earnings before income taxes (1)	$	23	$	53	$	142	$	271

(1) The three and nine months ended September 30, 2024 and 2023 include impacts related to the annual review of assumptions. See Critical Accounting Judgments and Estimates in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.


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The following table presents Net revenue and Adjusted operating margin for our Health Solutions segment as of the dates indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2024			2023			2024			2023
Adjusted operating earnings before income taxes	$	23		$	53		$	142		$	271

Total adjusted operating revenues	892			768			2,689			2,317
Less: Interest credited and other benefits to contract owners/policyholders	634			504			1,839			1,404
Net revenue	$	257		$	264		$	851		$	913

Adjusted operating margin (1)	8.9		%	20.0		%	16.7		%	29.7		%

(1) Adjusted operating earnings before income taxes divided by Net revenue.

The following table presents sales, gross premiums and in-force for our Health Solutions segment for the periods indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2024			2023			2024			2023
Sales by Product Line:
Group life and Disability	$	11		$	4		$	159		$	122
Stop loss	35			67			595			435
Total group products	46			71			754			557
Voluntary and Other (1)	17			12			197			145
Total sales by product line	$	63		$	83		$	950		$	703

Total gross premiums and deposits	$	900		$	762		$	2,704		$	2,288

Group life and Disability	$	978		$	917		$	978		$	917
Stop loss	1,837			1,490			1,837			1,490
Voluntary and Other (1)	1,050			936			1,050			936
Total annualized in-force premiums and fees	$	3,864		$	3,343		$	3,864		$	3,343

Loss Ratios:
Group life (interest adjusted)	71.9		%	78.4		%	77.5		%	83.2		%
Stop loss	93.4		%	83.3		%	87.0		%	72.2		%
Total Aggregate Loss Ratio	77.7		%	71.4		%	74.8		%	63.4		%
Total Aggregate Loss Ratio Trailing Twelve Months	73.9		%	66.3		%	73.9		%	66.3		%

(1) Includes benefit administration annual recurring revenue and Health Account Solutions products.

Health Solutions - Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Adjusted Operating earnings before income taxes decreased $30 million from $53 million to $23 million primarily due to:

•higher benefits to policyholders due to a higher loss ratio for stop loss and in-force business growth, partially offset by a favorable change from the annual assumption update; and

•higher expenses primarily driven by growth and investments in our business, partially offset by expense save actions.

The decrease was partially offset by:

•higher premiums driven by growth across all three lines of business.


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Health Solutions - Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Adjusted Operating earnings before income taxes decreased $129 million from $271 million to $142 million primarily due to:

•higher benefits to policyholders due to a higher loss ratio for stop loss and in-force business growth, partially offset by a favorable change from the annual assumption update; and

•higher operating expenses primarily driven by growth and investments in our business, partially offset by expense save actions.

The decrease was partially offset by:

•higher premiums driven by growth across all three lines of business.

Investment Management

The following table presents Adjusted operating earnings before income taxes of our Investment Management segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	4	$	7	$	21	$	27
Fee income	238		224		689		659
Other revenue	1		2		1		3
Total adjusted operating revenues	243		233		711		688
Operating benefits and expenses:
Operating expenses	171		170		522		520
Total operating benefits and expenses	171		170		522		520
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	72		63		189		168

Less: Earnings (loss) attributable to Allianz noncontrolling interest	17		14		43		36
Adjusted operating earnings before income taxes	$	55	$	49	$	147	$	132

The following table presents Net revenue and Adjusted operating margin for our Investment Management segment as of the dates indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2024			2023			2024			2023
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	$	72		$	63		$	189		$	168

Total adjusted operating revenues	243			233			711			688

Net revenue	$	243		$	233		$	711		$	688

Adjusted operating margin (1)	29.6		%	27.0		%	26.6		%	24.4		%

(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.


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Investment Management intersegment revenues	$	20	$	21	$	59	$	65


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The following table presents AUM and AUA for our Investment Management segment as of the dates indicated:


	As of September 30,
($ in millions)	2024		2023
External clients:
Institutional (1)	$	158,288	$	147,904
Retail (1)(2)	148,243		128,120
Total external clients	306,531		276,024
General account	33,989		35,792
Total AUM	340,520		311,816
AUA (2)(3)	51,154		55,066
Total AUM and AUA	$	391,674	$	366,882

(1) Includes assets associated with the divested businesses.

(2) Retail AUM includes a reclassification as of January 1, 2024 of $3.6 billion from certain separately managed accounts previously reported as AUA for which Investment Management retains discretion on asset allocation and manager selection.

(3) 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 September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Net Flows:
Institutional	$	1,775	$	(5,361)	$	3,684	$	(10,089)
Retail (1)	2,060		1,046		5,500		1,510
Net Flows excluding Net Flows from Divested Businesses	3,835		(4,316)		9,183		(8,580)
Divested businesses	(7,404)		(490)		(8,678)		(1,521)
Total	$	(3,569)	$	(4,806)	$	506	$	(10,102)

(1) Includes reinvested dividends on a prospective basis effective January 1, 2024.

Investment Management - Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $9 million from $63 million to $72 million primarily due to:

•higher fee-based revenues benefiting from positive capital markets and business growth in the current year.

Investment Management - Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $21 million from $168 million to $189 million primarily due to:

•higher fee-based revenues benefiting from positive capital markets and business growth in the current year.

The increase was partially offset by:

•lower investment capital returns primarily driven by overall market performance.


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Corporate

The following table presents Adjusted operating earnings before income taxes of Corporate for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	5	$	9	$	13	$	21
Other revenue	1		5		2		18
Total adjusted operating revenues	6		14		15		39
Operating benefits and expenses:
Operating expenses (1)	20		22		69		85
Interest expense (2)	46		44		124		128
Total operating benefits and expenses	66		66		193		213
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	(60)		(52)		(178)		(175)

Less: Earnings (loss) attributable to Allianz noncontrolling interest	(1)		—		(3)		(1)
Adjusted operating earnings before income taxes	$	(59)	$	(52)	$	(175)	$	(173)

(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 September 30, 2024 Compared to Three Months Ended September 30, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest decreased $8 million from a loss of $52 million to a loss of $60 million primarily due to:

•lower other revenue due to the absence of transition services agreements revenue recognized in the prior period associated with the Individual Life Transaction;

•lower investment income due to a change in the allocation of income on our cash balances to the operating segments; and

•the rate reset impact to the Non-cumulative Preferred Stock, Series A.

The decrease was partially offset by:

•lower operating expenses due to the absence of costs incurred in the prior period which supported the remaining transition services agreements related to the Individual Life Transaction.

Corporate - Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest decreased $3 million from a loss of $175 million to a loss of $178 million primarily due to:

•lower other revenue due to the absence of transition services agreements revenue recognized in the prior period associated with the Individual Life Transaction; and

•lower investment income due to a change in the allocation of income on our cash balances to the operating segments in the current period.

The decrease was partially offset by:

•lower operating expenses due to the absence of costs incurred in the prior period which supported the remaining transition services agreements related to the Individual Life Transaction; and

•lower interest expense driven by cumulative debt extinguishments, partially offset by the rate reset impact to the Non-cumulative Preferred Stock, Series A.


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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 net asset value ("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 September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Wealth Solutions:
Alternative investment income	$	20	$	21	$	78	$	62
Average alternative investment	1,558		1,613		1,518		1,629
Health Solutions:
Alternative investment income	3		3		11		8
Average alternative investment	212		199		225		168
Investment Management:
Alternative investment income	3		5		16		22
Average alternative investment	347		326		336		323

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 the Off-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.


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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 September 30, 2024, was approximately $0.4 billion. As of September 30, 2024, our estimated combined RBC ratio, with adjustments for certain intercompany transactions, was 395%. Both excess capital and the estimated combined RBC ratio are adjusted for the anticipated payment of the 3.976% Senior Notes maturing February 15, 2025. 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 additional details on the maturing debt.

Voya Financial, Inc.'s primary sources and uses of cash for the periods indicated are presented in the following table:


	Nine Months Ended September 30,
($ in millions)	2024		2023
Beginning cash and cash equivalents balance	$	206	$	210
Sources:




Dividends and returns of capital from subsidiaries	818		1,057
Loans from subsidiaries, net of repayments	—		110
Debt issuance(1)	397		388






Amounts received from subsidiaries under tax sharing agreements, net	73		73





Settlement of amounts due from (to) subsidiaries and affiliates, net	41		113

Collateral received, net	—		8

Asset maturities and investment income, net	19		1
Derivatives, net	—		10
Other, net	5		—
Total sources	1,353		1,760
Uses:




Payment of interest expense	95		90
Capital provided to subsidiaries	10		8
Payment for business acquisitions	—		611
Loans to subsidiaries, net of repayments	279		262
Repayments, net of loans from subsidiaries	251		—


Debt repurchase	—		393




Payment of income taxes, net	3		2


Common stock acquired - Share repurchase	520		212
Share-based compensation	40		46
Dividends paid on preferred stock	37		32
Dividends paid on common stock	125		83




Collateral delivered, net	10		—




Other, net	4		1
Total uses	1,374		1,740
Net increase (decrease) in cash and cash equivalents	(21)		20
Ending cash and cash equivalents balance	$	185	$	230

Liquid short-term investments(2)	39		—

Ending cash, cash equivalents and liquid short-term investments(3)	$	224	$	230

(1) See Debt and Put Option Agreement for Senior Debt Issuance 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.

(3) Total exceeded the holding company's liquidity target of $200 million.


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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 takes into account 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.

Capitalization

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 nine months ended September 30, 2024. As of September 30, 2024, our remaining repurchase capacity under the Board's authorization was $382 million.

On October 31, 2024, the Company's Board provided an additional share repurchase authorization of $500 million. 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.

The following table provides a summary of common dividends and repurchases of common shares for the periods indicated:


	Nine Months Ended September 30,
($ in millions)	2024		2023
Dividends paid on common shares	$	125	$	83
Repurchases of common shares (at cost)	495		216
Total	$	620	$	299

Subsequent to September 30, 2024, we repurchased 997,994 shares pursuant to a 10b5-1 plan for $81 million.


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Debt

As of September 30, 2024, we had $397 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 nine months ended September 30, 2024:


($ in millions)	Beginning Balance		Issuance		Maturities and Repayment		Other Changes(1)		Ending Balance















Total long-term debt	$	2,097	$	400	$	—	$	(394)	$	2,103
(1) Other changes represent the reclassification of $397 million of debt maturing in 2025, partially offset by the immaterial net impact of discount accretion and issuance costs.

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.

Put Option Agreement for Senior Debt Issuance

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.

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 Equitable Notes maturing in 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 September 30, 2024 in relation to intercompany indemnifications, guarantees or support agreements. As of September 30, 2024, 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 September 30, 2024, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.2 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 September 30, 2024, Voya Financial, Inc. had $195 million outstanding borrowings from subsidiaries and had loaned $572 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.


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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. For an industry sector, a stable outlook generally implies that over the next 12 to 18 months the rating agency expects ratings to remain unchanged among companies in the sector. For a particular company, an outlook generally indicates a medium or long-term trend in credit fundamentals, which if continued, may lead to a rating change.

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 2023, Moody’s confirmed its outlook for the U.S. life insurance sector as stable. In November 2023, Fitch changed its outlook from neutral to improving for the North American life insurance sector. Also, in April 2024, A.M. Best maintained a stable outlook on the U.S. life insurance and annuities 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.


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Our Principal Insurance Subsidiaries domiciled in Connecticut and Minnesota both have ordinary dividend capacity for 2024. 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				Extraordinary Distributions Paid
	Nine Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT)	$	473	$	310	$	—	$	—
ReliaStar Life Insurance Company ("RLI") (MN)	402		—		—		747

Off-Balance Sheet Arrangements

We have obligations for the return of non-cash collateral under an amendment to 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, and is not reflected on our Condensed Consolidated Balance Sheets. For information regarding obligations under this program, 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 changes in commitments related to the acquisition of mortgage loans and the purchase of limited partnerships and private placement investments related to consolidated investment entities, 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.


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Leverage Ratios

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:


	September 30,			December 31,
($ in millions)	2024			2023
Financial Debt
Total financial debt	$	2,500		$	2,098
Other financial obligations(1)	325			312
Total financial obligations	2,825			2,410
Mezzanine equity
Allianz noncontrolling interest	198			175
Equity
Preferred equity(2)	612			612
Common equity, excluding AOCI	5,919			5,981
Total equity, excluding AOCI	6,531			6,593
AOCI	(1,812)			(2,400)
Total Voya Financial, Inc. shareholders' equity	4,719			4,193
Noncontrolling interest	1,665			1,685
Total shareholders' equity	$	6,384		$	5,878
Capital
Capitalization(3)	$	7,219		$	6,291
Adjusted capitalization excluding AOCI(4)	$	11,219		$	10,863
Leverage Ratios
Debt-to-Capital Ratio(5)	34.6		%	33.3		%
Financial Leverage excluding AOCI(6)	30.6		%	27.8		%

(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, increased from 27.8% at December 31, 2023 to 30.6% at September 30, 2024. This temporary increase was primarily due to the issuance on September 20, 2024 of $400 million of unsecured 5.0% Senior Notes due 2034. The Company expects the ratio to decrease upon repayment at maturity of the $400 million outstanding principal amount of 3.976% Senior Notes due February 15, 2025, using the proceeds of the recent issuance.

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.

We have identified the following accounting judgments and estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability:

•Reserves for future policy benefits;

•Valuation of investments and derivatives;


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•Investment impairments;

•Goodwill and other intangible assets;

•Income taxes;

•Contingencies; and

•Employee benefit plans.

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.

The above critical accounting estimates are 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.

Reserves for Future Policy Benefits

Assumptions and Periodic Review

Long-duration contracts are insurance contracts that provide insurance coverage and remain in force for an extended period. Principal assumptions used to establish the liability for future policy benefits of long-duration contracts include mortality, morbidity, policy lapse, contract renewal, payment of subsequent premiums or deposits by the contract owner, retirement, inflation, and benefit utilization. Other than interest rate assumptions, these assumptions are based on our experience and periodically reviewed against industry standards. The assumptions used require considerable judgments. Interest rates used to calculate these reserves are based on an upper-medium grade (low-credit-risk) fixed-income instrument yield derived from observable market data. Changes in, or deviations from, assumptions used can significantly affect our reserve levels and related results of operations. Assumptions are management's best estimates of future outcomes. We review these assumptions at least annually against actual experience and, based on additional information that becomes available, update them if necessary.

For the third quarter of 2024, the impact of annual assumption updates was $6 million unfavorable, of which $16 million was a favorable impact to Adjusted operating earnings before income taxes. The favorable remeasurement impact within Adjusted operating earnings was primarily related to Group Life products in the Health Solutions segment, driven by favorable mortality experience. For the third quarter of 2023, the impact of annual assumption updates was $67 million unfavorable, of which $8 million was an unfavorable impact to Adjusted operating earnings before income taxes. The unfavorable remeasurement impact within Adjusted operating earnings was related to Group and Voluntary products in the Health Solutions segment, primarily driven by unfavorable mortality experience. The total impact from assumption changes is reflected in Interest credited to contract owner account balances, Policyholder benefits or Net gains (losses) in the Condensed Consolidated Statements of Operations. For more information on the impact of annual assumption updates related to businesses exited, see Results of Operations - Consolidated in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2. of this Quarterly Report on Form 10-Q.

Sensitivity

We perform sensitivity analyses to assess the impact that certain assumptions have on traditional reserves. The following table presents the estimated instantaneous net impact to income from continuing operations of various assumption changes on our reserves for future policy benefits and reinsurance. The effects are not representative of the aggregate impacts that could result if a combination of such changes to equity markets, interest rates and other assumptions occurred.


($ in millions)	As of September 30, 2024

An assumed increase in future mortality by 1%	$	(1.6)
An assumed increase in future morbidity by 1%	(0.4)
An assumed increase in future persistency by 1%	(0.4)

Increased assumed future mortality, morbidity, or persistency generally increases future policy benefits, thus decreasing income before income taxes.


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Income Taxes

In August 2022, President Biden signed into law the Inflation Reduction Act of 2022, 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. Based on the proposed regulations, we do not expect to be subject to the CAMT for 2024.

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 (excluding Consolidated Investment Entities)

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 designations as of the dates indicated:


($ in millions)	September 30, 2024
NAIC Quality Designation	1		2		3		4		5		6		Total Fair Value
U.S. Treasuries	$	374	$	—	$	—	$	—	$	—	$	—	$	374
U.S. Government agencies and authorities	31		—		—		—		—		—		31
State, municipalities and political subdivisions	605		30		—		—		—		—		635
U.S. corporate public securities	2,277		4,741		196		24		15		—		7,253
U.S. corporate private securities	2,094		2,485		313		100		3		—		4,995
Foreign corporate public securities and foreign governments(1)	786		1,567		125		62		9		—		2,549
Foreign corporate private securities(1)	333		2,152		172		—		55		—		2,712
Residential mortgage-backed securities	3,764		32		4		3		8		8		3,819
Commercial mortgage-backed securities	2,799		462		104		11		9		8		3,393
Other asset-backed securities	2,462		271		8		12		1		31		2,785
Total fixed maturities	$	15,525	$	11,740	$	922	$	212	$	100	$	47	$	28,546
% of Fair Value	54.4%		41.1%		3.2%		0.7%		0.4%		0.2%		100.0%
(1) Primarily U.S. dollar denominated.


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($ in millions)	December 31, 2023
NAIC Quality Designation	1		2		3		4		5		6		Total Fair Value
U.S. Treasuries	$	403	$	—	$	—	$	—	$	—	$	—	$	403
U.S. Government agencies and authorities	56		—		—		—		—		—		56
State, municipalities and political subdivisions	732		39		—		—		—		—		771
U.S. corporate public securities	2,493		4,891		239		42		1		—		7,666
U.S. corporate private securities	1,799		2,576		312		64		9		—		4,760
Foreign corporate public securities and foreign governments(1)	834		1,669		113		84		—		2		2,702
Foreign corporate private securities(1)	280		2,396		114		4		18		—		2,812
Residential mortgage-backed securities	3,415		35		8		1		9		8		3,476
Commercial mortgage-backed securities	2,879		484		94		16		15		7		3,495
Other asset-backed securities	2,143		284		7		11		1		24		2,470
Total fixed maturities	$	15,034	$	12,374	$	887	$	222	$	53	$	41	$	28,611
% of Fair Value	52.6%		43.2%		3.1%		0.8%		0.2%		0.1%		100.0%
(1)Primarily U.S. dollar denominated.

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)	September 30, 2024
ARO Quality Ratings	AAA		AA		A		BBB		BB and Below		Total Fair Value
U.S. Treasuries	$	—	$	374	$	—	$	—	$	—	$	374
U.S. Government agencies and authorities	—		31		—		—		—		31
State, municipalities and political subdivisions	39		346		220		30		—		635
U.S. corporate public securities	26		338		2,034		4,624		231		7,253
U.S. corporate private securities	22		256		1,627		2,602		488		4,995
Foreign corporate public securities and foreign governments(1)	—		145		679		1,526		199		2,549
Foreign corporate private securities(1)	—		40		252		2,167		253		2,712
Residential mortgage-backed securities	1,220		2,399		19		31		150		3,819
Commercial mortgage-backed securities	228		1,369		726		864		206		3,393
Other asset-backed securities	335		630		1,484		276		60		2,785
Total fixed maturities	$	1,870	$	5,928	$	7,041	$	12,120	$	1,587	$	28,546
% of Fair Value	6.6%		20.8%		24.7%		42.3%		5.6%		100.0%
(1) Primarily U.S. dollar denominated.


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($ in millions)	December 31, 2023
ARO Quality Ratings(2)	AAA			AA			A			BBB			BB and Below			Total Fair Value
U.S. Treasuries	$	—		$	403		$	—		$	—		$	—		$	403
U.S. Government agencies and authorities	—			55			—			—			1			56
State, municipalities and political subdivisions	46			447			239			39			—			771
U.S. corporate public securities	25			351			2,209			4,785			296			7,666
U.S. corporate private securities	22			231			1,509			2,546			452			4,760
Foreign corporate public securities and foreign governments(1)	8			147			728			1,598			221			2,702
Foreign corporate private securities(1)	—			40			216			2,360			196			2,812
Residential mortgage-backed securities	1,157			2,075			31			48			165			3,476
Commercial mortgage-backed securities	249			1,360			770			949			167			3,495
Other asset-backed securities	189			593			1,345			289			54			2,470
Total fixed maturities	$	1,696		$	5,702		$	7,047		$	12,614		$	1,552		$	28,611
% of Fair Value	5.9		%	19.9		%	24.6		%	44.2		%	5.4		%	100.0		%
(1) Primarily U.S. dollar denominated. (2) In 2023, Fitch downgraded the United States long-term credit rating from AAA to AA+. As a result, the effective ratings on all Treasury and Agency guaranteed mortgage-backed securities were similarly lowered from AAA to AA+.

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.

Unrealized Capital Losses

As of September 30, 2024 and December 31, 2023, we held three and six fixed maturities with unrealized capital loss in excess of $10 million, respectively. As of September 30, 2024 and December 31, 2023, the unrealized capital losses on these fixed maturities equaled $35 million or 1.6% and $70 million or 2.6% of the total unrealized losses, respectively.

As of September 30, 2024, we held $2.0 billion of energy sector fixed maturity securities, constituting 7.1% of the total fixed maturities portfolio, with gross unrealized capital losses of $75 million, including zero energy sector fixed maturity security with unrealized capital losses in excess of $10 million. As of September 30, 2024, our fixed maturity exposure to the energy sector is comprised of 92.3% investment grade securities.

As of December 31, 2023, we held $2.1 billion of energy sector fixed maturity securities, constituting 7.3% of the total fixed maturities portfolio, with gross unrealized capital losses of $104 million, including zero energy sector fixed maturity security with unrealized capital losses in excess of $10 million. As of December 31, 2023, our fixed maturity exposure to the energy sector is comprised of 92.1% investment grade securities.

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.


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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)	September 30, 2024						December 31, 2023
NAIC Quality Designation	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
1	$	1,815	$	1,838	97.9	%	$	1,779	$	1,795	97.3	%
2	22		22		1.2	%	33		33		1.8	%
3	—		—		—	%	—		1		0.1	%
4	—		1		0.1	%	—		—		—	%
5	4		7		0.4	%	4		7		0.4	%
6	7		8		0.4	%	7		8		0.4	%
Total	$	1,848	$	1,876	100.0	%	$	1,823	$	1,844	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:


	September 30, 2024						December 31, 2023
($ in millions)	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Interest Rate Contracts	$	11,341	$	100	$	293	$	11,234	$	143	$	321

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:


($ in millions)	September 30, 2024						December 31, 2023
Tranche Type	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
Inverse Floater	$	161	$	171	9.1	%	$	72	$	78	4.2	%
Interest Only (IO)	950		950		50.5	%	965		966		52.5	%
Inverse IO	534		545		29.1	%	519		530		28.7	%
Principal Only (PO)	61		61		3.3	%	65		65		3.5	%
Floater	4		5		0.3	%	5		5		0.3	%
Agency Credit Risk Transfer	123		129		6.9	%	169		172		9.3	%
Other	15		15		0.8	%	28		28		1.5	%
Total	$	1,848	$	1,876	100.0	%	$	1,823	$	1,844	100.0	%

During the nine months ended September 30, 2024, the market value of our CMO-B securities portfolio was higher on a combination of transactional activity and valuation movements among tranche types.


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The following table presents returns for our CMO-B portfolio for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Net investment income (loss)	$	62	$	70	$	188	$	234
Net gains (losses)(1)	(33)		(58)		(17)		(104)
Income (loss) before income taxes	$	29	$	12	$	171	$	130

(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 September 30,				Nine Months Ended September 30,
($ in millions)	2024		2023		2024		2023
Income (loss) before income taxes	$	29	$	12	$	171	$	130
Realized gains (losses) including impairment	—		9		—		—
Fair value adjustments	18		29		(31)		35
Total adjustments to income (loss)	18		38		(31)		35
Adjusted operating earnings before income taxes	$	47	$	50	$	140	$	165

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:


	September 30, 2024
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	2,296	$	23	$	27	$	1	$	2,293
Prime Non-Agency	1,617		15		171		—		1,461
Alt-A	49		4		1		2		54
Sub-Prime(1)	21		1		1		—		21
Total	$	3,983	$	43	$	200	$	3	$	3,829
(1) Includes subprime other asset backed securities.


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	December 31, 2023
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	1,925	$	20	$	36	$	—	$	1,909
Prime Non-Agency	1,706		12		218		—		1,500
Alt-A	52		4		1		2		57
Sub-Prime(1)	24		1		1		—		24
Total	$	3,707	$	37	$	256	$	2	$	3,490
(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:


	September 30, 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	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2023	—		—		4		5		4		4		—		—		—		—		8		9
2022	22		21		111		88		130		126		115		111		—		—		378		346
2021	96		93		215		155		197		182		285		267		17		15		810		712
2020	27		27		43		34		64		55		134		116		21		5		289		237
Prior	95		87		1,227		1,087		388		359		440		370		255		186		2,405		2,089
Total	$	240	$	228	$	1,600	$	1,369	$	783	$	726	$	974	$	864	$	293	$	206	$	3,890	$	3,393


	December 31, 2023
($ 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
2023	$	—	$	—	$	4	$	4	$	4	$	4	$	—	$	—	$	—	$	—	$	8	$	8
2022	25		24		118		94		135		126		115		107		—		—		393		351
2021	107		99		209		144		223		198		312		281		18		15		869		737
2020	41		40		46		36		64		52		152		125		11		8		314		261
2019	14		12		164		144		95		82		272		208		20		14		565		460
Prior	85		74		1,085		938		353		308		280		228		195		130		1,998		1,678
Total	$	272	$	249	$	1,626	$	1,360	$	874	$	770	$	1,131	$	949	$	244	$	167	$	4,147	$	3,495

As of September 30, 2024, 82.5% and 13.6% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2023, 82.4% and 13.8% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.


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Other Asset-backed Securities

The following tables present our other asset-backed securities as of the dates indicated:


	September 30, 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	$	254	$	257	$	561	$	570	$	1,336	$	1,357	$	123	$	125	$	67	$	52	$	2,341	$	2,361
Auto-Loans	—		—		—		—		—		—		—		—		—		—		—		—
Student Loans	5		5		62		57		—		—		—		—		—		—		67		62
Credit Card loans	10		11		—		—		—		—		2		2		3		2		15		15
Other Loans	67		62		2		2		135		127		151		146		—		—		355		337
Total(1)	$	336	$	335	$	625	$	629	$	1,471	$	1,484	$	276	$	273	$	70	$	54	$	2,778	$	2,775
(1) Excludes subprime other asset backed securities.

	December 31, 2023
($ 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	$	143	$	143	$	523	$	524	$	1,201	$	1,203	$	120	$	119	$	60	$	42	$	2,047	$	2,031
Auto-Loans	1		1		—		—		—		—		—		—		—		—		1		1
Student Loans	4		3		73		66		—		—		—		—		—		—		77		69
Credit Card loans	1		1		—		—		3		2		—		—		—		—		4		3
Other Loans	49		41		2		2		151		138		180		166		5		5		387		352
Total(1)	$	198	$	189	$	598	$	592	$	1,355	$	1,343	$	300	$	285	$	65	$	47	$	2,516	$	2,456
(1) Excludes subprime other asset backed securities.

As of September 30, 2024, 88.3% and 9.8% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2023, 86.7% and 11.6% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

Mortgage Loans on Real Estate

As of September 30, 2024, our mortgage loans on real estate portfolio had a weighted average DSC of 2.00 times and a weighted average LTV ratio of 43.5%. As of December 31, 2023, our mortgage loans on real estate portfolio had a weighted average DSC of 1.94 times, and a weighted average LTV ratio of 45.0%. 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


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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.

While economic conditions in Europe have broadly improved, geopolitical tensions emanating from the Russia-Ukraine conflict remain a notable tail risk. Despite signs of economic improvement in the region, we continue to closely monitor our exposure to the region.

As of September 30, 2024, our total European exposure had an amortized cost and fair value of $2,538 million and $2,439 million, respectively. Some of the major country level exposures were in the United Kingdom of $944 million, in France of $264 million, in The Netherlands of $264 million, in Switzerland of $82 million, in Germany of $175 million, in Ireland of $204 million, and in Belgium of $59 million. Our direct exposure in Eastern Europe is comparatively small, with less than $1 million of exposure in Russia and none in Ukraine or Belarus.

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 September 30, 2024, such securities consist of (i) the 3.976% senior notes due 2025, the 3.65% senior notes due


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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 (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, 2023, such securities consist of (i) the 3.976% senior notes due 2025, the 3.65% senior notes due 2026, the 5.7% senior notes due 2043, and the 4.8% senior notes due 2046, with an aggregate principal amount of $1.5 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)	Nine Months Ended September 30, 2024		Year Ended December 31, 2023
Summarized Statements of Operations Information:
Total revenues	$	49	$	133
Total benefits and expenses	125		216
Income (loss), net of tax	(72)		(59)

Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(72)		(59)
Net income (loss) available to Obligor Group	(72)		(59)



Summarized Balance Sheets Information:
Total investments	59		32
Cash and cash equivalents	185		207

Deferred income taxes	838		875
Goodwill	94		94
Loans to non-obligated subsidiaries	559		227
Due from non-obligated subsidiaries	5		8
Total assets	1,746		1,466

Short-term debt with non-obligated subsidiaries	194		445
Due to non-obligated subsidiaries	5		5
Short-term debt	397		—
Long-term debt	2,103		2,097
Total liabilities	$	2,810	$	2,747


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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.

Market Risk Related to Interest Rates

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 September 30, 2024:


	As of September 30, 2024
					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	$	—	$	28,546	$	(1,716)	$	1,898
Mortgage loans on real estate	—		4,702		(146)		156
Financial liabilities with interest rate risk:
Investment contracts:
Funding agreements without fixed maturities and deferred annuities(3)	—		34,625		(1,622)		2,054
Funding agreements with fixed maturities	—		1,207		1		—
Supplementary contracts and immediate annuities	—		539		(41)		8
Derivatives:
Interest rate contracts	15,217		143		182		(213)
Long-term debt	—		2,083		(90)		100
Stabilizer and MCGs	—		10		11		7
Embedded derivatives on reinsurance	—		5		26		(30)

(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) (Decreases) in assets or (decreases) in liabilities are presented in parentheses. Increases in assets or increases in liabilities are presented without parentheses.

(3) Certain amounts included in the Funding agreements without fixed maturities and deferred annuities section are also reflected within the Stabilizer and MCGs section of the table above.

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


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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 September 30, 2024:


	As of September 30, 2024
					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	$	—	$	251	$	25	$	(25)
Limited partnerships/corporations	—		1,736		104		(104)
Derivatives:
Equity futures and total return swaps	251		4		20		(20)
Equity options	35		—		—		—

(1) (Decreases) in assets or (decreases) in liabilities are presented in parentheses. Increases in assets or increases in liabilities are presented without 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 September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 September 30, 2024:


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(2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3)
					(in millions)
July 1, 2024 - July 31, 2024	944,568	$	72.19	917,636	$	485
August 1, 2024 - August 31, 2024	49,147	70.70		38,978	482
September 1, 2024 - September 30, 2024	1,106,175	75.29		1,061,853	382
Total	2,099,890	$	73.79	2,018,467	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 September 30, 2024, there was an increase of 81,423 treasury shares in connection with such withholding activities.

(2) On September 12, 2024, the Company entered into a share repurchase agreement with a third-party financial institution to repurchase $100 million of the Company's common stock. Pursuant to the agreement, the Company received initial delivery of 1,061,853 shares based on the closing market price of the Company's common stock on September 12, 2024 of $75.34. This arrangement is scheduled to terminate no later than December 31, 2024, at which time the Company will settle any positive or negative share balances based on the daily volume-weighted average of the Company's common stock.

(3) On October 31, 2024, the Company's Board of Directors provided an additional share repurchase authorization of $500 million. 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 September 30, 2024, the following trading plans that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) were adopted or terminated by directors and officers of the Company (as defined in Rule 16a-1(f)):

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

Trevor Ogle, EVP, Chief Strategy, M&A, and Corporate Transaction Officer

September 16, 2024

December 16, 2024 to November 6, 2025

15,950 shares to be sold

Item 6. Exhibits

See Exhibit Index on the following page.


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Voya Financial, Inc.


Exhibit Index
Exhibit No.						Description of Exhibit
4.1						Eighth Supplemental I ndenture, dated as of September 20, 2024, among Voya Financial, Inc., Voya Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-35897) filed on September 20, 2024)
31.1+						Rule 13a-14(a)/15d-14(a) Certification of Heather H. Lavallee, Chief Executive Officer (included as Exhibit 31.1 to Form 10-Q)
31.2+						Rule 13a-14(a)/15d-14(a) Certification of Donald C. Templin, Chief Financial Officer (included as Exhibit 31.2 to Form 10-Q)
32.1+						Section 1350 Certification of Heather H. Lavallee, Chief Executive Officer (included as Exhibit 32.1 to Form 10-Q)
32.2+						Section 1350 Certification of Donald C. Templin, Chief Financial Officer (included as Exhibit 32.2 to Form 10-Q)
101.INS						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.
101.SCH+						Inline XBRL Taxonomy Extension Schema
101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase
104+						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

+ Filed herewith.


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SIGNATURE

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.

November 6, 2024

Voya Financial, Inc.

(Date)

(Registrant)

By:

/s/

Donald C. Templin

Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)


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