ThZeal - The Zeal

voya-20241231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————————————————

FORM 10-K


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

For the fiscal year ended December 31, 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)

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	The New York Stock Exchange
Depositary Shares, each representing a 1/40th	VOYAPrB	The New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, $0.01 par value

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒ Yes ☐ No

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, a 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.			☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of June 28, 2024, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $7.0 billion.

As of February 14, 2025, there were 95,526,278 shares of the registrant's common stock outstanding.

Documents incorporated by reference: Portions of Voya Financial, Inc.'s Proxy Statement for its 2025 Annual Meeting of Shareholders are incorporated by reference in the Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.


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Voya Financial, Inc.

Form 10-K for the period ended December 31, 2024

Table of Contents


		PAGE
PART I.

Item 1.	Business	4

Item 1A.	Risk Factors	24

Item 1B.	Unresolved Staff Comments	41

Item 1C.	Cybersecurity	42

Item 2.	Properties	43

Item 3.	Legal Proceedings	43

Item 4.	Mine Safety Disclosures	43

PART II.

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43

Item 6.	Reserved	44

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	88

Item 8.	Financial Statements and Supplementary Data	93

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	205

Item 9A.	Controls and Procedures	205

Item 9B.	Other Information	207

PART III.

Item 10.	Directors, Executive Officers and Corporate Governance	207

Item 11.	Executive Compensation	207

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	207

Item 13.	Certain Relationships and Related Transactions, and Director Independence	207

Item 14.	Principal Accounting Fees and Services	208

PART IV.

Item 15.	Exhibits, Financial Statement Schedules	209



Exhibit Index		210

Signatures		214


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NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including "Business," "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; (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, and (vii) other factors described in Part I, Item 1A. Risk Factors.

The risks included here are not exhaustive. Current reports on Form 8-K and other documents filed with the Securities and Exchange Commission ("SEC") include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all of them.

MARKET DATA

In this Annual Report on Form 10-K, we present certain market and industry data and statistics. This information is based on third-party sources which we believe to be reliable, such as LIMRA, an insurance and financial services industry organization (for Health Solutions market leadership positions), Morningstar fund data and eVestment institutional composites (for Investment Management market leadership positions) and industry recognized publications and websites such as Pensions & Investments (for Wealth Solutions and Investment Management), InvestmentNews.com (for Investment Management) and MyHealthGuide (for Health Solutions). Market ranking information is generally based on industry surveys and therefore the reported rankings reflect the rankings only of those companies that voluntarily participate in these surveys. Accordingly, our market ranking among all competitors may be lower than our ranking in third-party surveys. In some cases, we have supplemented our third-party survey rankings with our own knowledge, such as where we believe that we know the market ranking of particular companies that do not participate in the surveys.

In this Annual Report on Form 10-K, the term "customers" refers to retirement plan sponsors, retirement plan participants, institutional investment clients, retail investors, corporations or professional groups offering employee benefits solutions, insurance policyholders, annuity contract holders, individuals with contractual relationships with financial advisors and holders of Individual Retirement Accounts ("IRAs") or other individual retirement, investment or insurance products sold by us.


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PART I

Item 1. Business

For the purposes of this discussion, the terms "Voya," "the Company," "we," "our," and "us" refer to Voya Financial, Inc. and its subsidiaries.

We are a leading provider of workplace benefits and savings solutions and technologies to U.S. employers, enabling better financial outcomes for their employees and for those who depend on their employees through our retirement solutions, retail wealth services, and a comprehensive portfolio of benefits products. We are also a leading international asset manager, built on a foundation of institutional-quality fixed income and private asset strategies, with a well-established presence in U.S. markets and a large and growing business managing retail and institutional equity, fixed income and blended strategies for clients in Europe and Asia.

Serving the needs of approximately 15.7 million customers as of December 31, 2024, we are committed to responsible business practices centered on our culture of service to our customers, colleagues and communities. Our approximately 10,000 employees (as of December 31, 2024), throughout the U.S. and in our global services hub in India, are united by our Company's purpose: together we fight for everyone's opportunity for a better financial future.

We offer our products and services through a broad group of financial intermediaries, independent producers, affiliated advisors and dedicated sales specialists throughout the U.S., and also offer investment management services to international clients. We provide our workplace benefits and savings products to employers across every segment of the U.S. economy, in private, public, and tax-exempt markets, from small businesses with fewer than 50 employees to the largest corporations and public-sector employers in the country. Through our retirement platform and associated retail wealth capabilities, we reach over seven million individual retirement plan participants as they enroll in retirement plans, choose contribution amounts, manage investment options, build wealth and improve financial wellness. We are also a leading provider of benefits administration services, through which we engage directly with approximately 11.9 million employees in the U.S. as they enroll in and use workplace benefits on our open-architecture, product-agnostic, desktop and mobile administration platforms.

In our Workplace Solutions business, digital capabilities and a responsive service model power our market-leading customer experience for both employers and employees alike. Our investments in leading financial wellness solutions, such as our myVoyage decision support tool, which provides comprehensive guidance for employees to optimize workplace benefits and savings, makes Voya one of the few companies to have successfully integrated retirement savings with group benefits. We believe that by providing a more integrated benefits and savings experience, we can improve employees' financial outcomes and promote their physical, mental, and emotional well-being. Voya’s award-winning retirement administration platform allows employees to plan for retirement and maximize their financial wellness, while our Benefitplace benefits administration platform helps employees select and use the best benefits options for their individual circumstances. For employers, these capabilities maximize the value of benefits spending and promote a healthier and more financially secure workforce.

In our Investment Management business, our strong culture of client service and specialized capabilities for institutional clients have established us as a leading manager for institutional mandates, especially in the insurance and pension fund markets. Our private asset capabilities, with particular strength in private fixed income and secondary private equity coupled with strong distribution capabilities, distinguish us in both the institutional and intermediary markets. Our strength in international retail markets, especially in Asia, is driven by scaled and highly competitive investment strategies distributed through our extensive global distribution network.

Now well into our second decade as a public company, we continue to demonstrate consistent organic growth, prudent capital management, and delivering for our customers. We have transformed Voya to create a diversified, capital light, growth oriented, high free cash flow company built for resilience through various economic cycles. We have significant diversification across businesses, geographic markets, and revenue types, including fee-based, spread-based and underwriting.


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Our Segments

We report our financial results in three segments: Wealth Solutions, Health Solutions, and Investment Management. We refer to our Wealth Solutions and Health Solutions segments collectively as our Workplace Solutions business.


Workplace Solutions		Investment Management
Wealth Solutions	Health Solutions
A leading provider of retirement solutions and technology for plan administration, serving approximately 39,000 U.S. employers across all defined contribution tax code sections and market segments, and over 7 million workplace retirement plan participants. We offer retail wealth services, including IRA accounts, financial planning and advice, to individuals through the workplace and to retail clients.	A leading provider of supplemental health and other group benefits covering approximately 7.2 million individual lives in the U.S. providing a comprehensive portfolio of stop loss, life, disability and voluntary insurance products, along with health savings and spending accounts. Through Benefitfocus, Inc. ("Benefitfocus"), we offer open-architecture benefits administration and utilization solutions to employers and health plans, with approximately 11.9 million employees on the platform as of December 31, 2024.	A leading international asset manager with global distribution capabilities, managing public and private fixed income, equities, multi-asset solutions and alternative strategies for institutions, financial intermediaries and individual investors.

As of December 31, 2024, on a consolidated basis, we had $893.5 billion in total assets under management ("AUM") and assets under administration ("AUA") and total shareholders' equity, excluding accumulated other comprehensive income/loss ("AOCI") and noncontrolling interest, of $6.5 billion.

For the year ended December 31, 2024, we generated $799 million of Income (loss) from continuing operations before income taxes, and $916 million of Adjusted operating earnings before income taxes. Adjusted operating earnings before income taxes is a non-GAAP financial measure. For a reconciliation of Adjusted operating earnings before income taxes to Income (loss) from continuing operations before income taxes, see the Segments Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

ORGANIZATIONAL HISTORY AND STRUCTURE

Our History

Prior to our initial public offering in May 2013, we were a wholly owned subsidiary of ING Groep N.V. ("ING Group"), a global financial institution based in the Netherlands.

Through ING Group, we entered the U.S. life insurance market in 1975 with the acquisition of Wisconsin National Life Insurance Company, followed by ING Group's acquisition of Midwestern United Life Insurance Company in 1976 and Security Life of Denver Insurance Company in 1977. ING Group significantly expanded its presence in the U.S. in the late 1990s and early 2000s with the acquisitions of Equitable Life Insurance Company of Iowa (1997), Furman Selz, an investment advisory company (1997), ReliaStar Life Insurance Company (including Pilgrim Capital Corporation) (2000), Aetna Life Insurance and Annuity Company (including Aeltus Investment Management) (2000) and CitiStreet (2008). We became a public company in May 2013 and ING Group completely divested its ownership of Voya Financial, Inc. common stock between 2013 and 2015.


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Our Organizational Structure

We are a holding company incorporated in Delaware in April 1999. We operate our businesses through a number of direct and indirect subsidiaries. The following organizational chart presents the ownership and jurisdiction of incorporation of our principal subsidiaries as of December 31, 2024:

This chart shows our principal intermediate holding company, Voya Holdings; our principal insurance operating entities, VRIAC and RLI; and Voya IM, the parent company of the various entities through which we operate our Investment Management segment. We hold our interest in Voya IM through an intermediate subsidiary in which an affiliate of Allianz SE holds a 24% equity interest.

Recent Acquisition Transactions

OneAmerica

On September 11, 2024, we entered into a definitive agreement to acquire the full-service retirement plan business of OneAmerica Financial 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 emerging and mid-market segments, employee stock ownership plan capabilities, and opportunities for distribution partnerships. The transaction closed on January 2, 2025. The purchase consideration includes approximately $50 million in cash paid at closing and contingent consideration of up to $160 million based on plan persistency and transition incentives.

Benefitfocus

On January 24, 2023, we completed the acquisition of Benefitfocus, an industry-leading benefits administration technology company that serves U.S. employers, health plans and brokers for a total purchase consideration of $595 million. Benefitfocus helps organizations simplify the complexity of benefits administration. Benefitfocus solutions have a personalized user-friendly interface designed for people to choose and access a broad line-up of workplace benefits. The acquisition expanded the Company’s capacity to meet the growing demand for comprehensive benefits and savings solutions and increased its ability to deliver innovative solutions for employers and health plans.

For further details, refer to the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.


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OUR BUSINESSES

Workplace Solutions

Our Workplace Solutions business comprises our Wealth Solutions and Health Solutions segments.

Wealth Solutions

Our Wealth Solutions segment provides retirement plan solutions and administration technology and services to employers through our Retirement Plans business. It also provides individual retirement accounts and financial guidance, planning, and advisory services through our Wealth Management business. Wealth Solutions had approximately $612.2 billion of AUM and AUA as of December 31, 2024, of which approximately $75.8 billion was in proprietary assets.

Revenue is earned from a diverse and complementary business mix and consists primarily of fee and investment income. Fee income is generated from asset based and participant based administrative, recordkeeping and advisory fees. Investment income derives from our general account assets and other funds. Because a significant portion of our revenues is tied to account values, our profitability is determined in part by the amount of assets we have under management, administration or advisement. This in turn depends on sales volumes to new and existing clients, net deposits from retirement plan participants, asset retention, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts. Wealth Solutions generated Adjusted operating earnings before income taxes of $820 million for the year ended December 31, 2024. Our Investment Management segment also earns market-based fees from the management of the general account and mutual fund assets supporting the Retirement Plans business and certain Wealth Management products and advisory solutions.

Retirement Plans

Products and Services

Our Retirement Plans business provides services to U.S. employers covering over 7 million workplace retirement plan participants as of December 31, 2024. Our diverse client base includes corporations of all sizes, public and private school systems, higher education institutions, hospitals and healthcare facilities, not-for-profit organizations and state and local governments. We offer a variety of defined contribution plan administration and investment services through our Full Service, Recordkeeping and Stable Value businesses, providing employers with tailored participant communications and education programs to help encourage plan participation and financial wellness. We also provide options for participant services that include financial guidance and personalized planning and investment advisory services offered through a third-party digital service, our Wealth Management business and our Voya Retirement Advisors registered investment advisor group. In addition to solutions provided directly from these businesses, plan sponsors may choose to make our Voya Health Account Solutions products accessible through our retirement plan offerings. Furthermore, our digital capabilities power our market-leading customer experience for employers and employees alike, including through our MyVoyage mobile application, which provides a comprehensive guidance tool for employees to see their entire financial picture and engage with their workplace benefits and savings.

Full-Service. Full-service retirement products provide plan sponsors with options that meet their needs for both administrative and investment services, which include recordkeeping and plan administration support, trustee services and institutional and retail investments. Offerings include tax-advantaged retirement savings plans (offered through annuity contracts, group funding agreements, collective investments trusts or mutual fund products), non-qualified executive benefit plans and employer stock option plans. Plan sponsors may select from a variety of structures for the investment component of their plan, such as general account, separate account, mutual funds, stable value or collective investment trusts and a variety of underlying asset types (including their own employer stock and a private equity option within non-qualified executive plans). A broad selection of funds is available for our products in all asset categories from over 250 fund families, including the Voya family of mutual funds managed by Voya IM. An open architecture investment platform is also available in certain products for larger plans.

Recordkeeping. Recordkeeping service solutions provide recordkeeping and plan administration support alongside a fully open architecture investment platform. Plan sponsors may choose to use Voya investment options or only third-party investment options. Our non-qualified executive benefit plans and employer stock option plans are also available service options.

Stable Value. Stable value investment options may be offered within our Full-Service institutional plans, or as investment-only options within either our recordkeeping services plans or other vendor plans. Our product offering includes both separate


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account guaranteed investment contracts ("GICs"), synthetic GICs managed by either proprietary or outside investment managers, and pooled funds.

The following chart presents our Retirement Plans product/service models and corresponding AUM and AUA as of December 31, 2024, key markets in which we compete, primary defined contribution plan Internal Revenue Code ("IRC") sections and core products offered for each market segment.

Product/ Service Model

AUM/ AUA (1)

Key Market Segments/ Product Lines

Primary IRC Section

Core Products and Services Actively Sold

Full Service Plans

$208.4 billion

(2)

Small-Mid Corporate

401(k)

Voya MAP Select,
Voya Framework

K-12 Education

403(b)

Voya Custom Choice II,

Voya Retirement Choice II,

Voya Framework

Higher Education

403(b)

Voya Retirement Choice II,

Voya Retirement Plus II,

Voya Framework

Healthcare & Other Non-Profits

403(b)

Voya Retirement Choice II,

Voya Retirement Plus II,

Voya Framework

Government (Local & State)

457

RetireFlex-SA,
RetireFlex-MF,
Voya Health Reserve Account,
Voya Framework

Recordkeeping Business

$340.3 billion

Mid-Large Corporate

401(k)

Administration services and investment options, including mutual funds, commingled trusts and separate accounts

Government (Local & State)

457

Other Assets

$5.5 billion

(3)

All Markets

409A

Specialized administration services, consultative plan design and financing strategies, flexible funding options and tailored participant services

Stable Value/Other

$34.6 billion

(4)

All Markets

All tax codes

Separate Account and Synthetic GICs

(1) Excludes AUM and AUA related to Wealth Management (retail) clients and intersegment eliminations.

(2) Includes legacy assets associated with K-12 Education market products, primarily fixed annuities, issued by RLI that are no longer manufactured.

(3) Includes primarily non-qualified retirement plans and a small block of other guaranteed payout products.

(4) Includes Stable Value Investment-only Wrap and Stable Value Separate Accounts, some of which are also included in the full-service and recordkeeping assets identified above.

Our Voya Framework product is a mutual fund program for qualified retirement plans with a uniform and consistent product experience across multiple plan markets.

Our Voya MAP Select product is a group funding agreement/group annuity contract to fund qualified retirement plans. Voya Framework and Voya MAP Select products both contain over 300 funds from well-known fund families for smaller plans or can be provided as an open architecture investment platform for larger plans. These products also include our general account and various stable value solutions as investment options.

A variety of other products offered in the Full-Service tax-exempt market include the following:

•Voya Retirement Choice II and RetireFlex-MF, mutual fund products providing flexible funding vehicles and are designed to provide a diversified menu of mutual funds in addition to a guaranteed option (available through a group fixed annuity contract or stable value product).

•Voya Retirement Plus II and Voya Custom Choice II, registered group annuity products featuring variable investment options held in a variable annuity separate account and a fixed investment option held in the general account.

•RetireFlex-SA, an unregistered group annuity product featuring variable investment options held in a variable annuity separate account and a guaranteed option (available through a group fixed annuity contract or stable value product).


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Additional products and services are available through our Voya Cares® program, which serves aging people and people with special needs and disabilities, as well as their families and caregivers.

Markets and Distribution

Our Retirement Plans business serves two primary markets: Corporate and Tax Exempt.

Market

Employee Size

Asset Range

Typical Customer Solutions

Corporate Markets

Small Market

<1,000

$0-$50 million

•Full service retirement plans

•Retirement plan recordkeeping services

•Investment options, including stable value solutions

•Executive benefit plans

•Health account services

•Financial wellness, guidance and advice services to individuals

Mid-Market

1,000-10,000

$50-$250 million

Large Market

>10,000

>$250 million

Tax-Exempt Markets

Education Market

All sizes

Healthcare/Other Non-Profits Market

All sizes

Government Market

All sizes

Our Retirement Plans are distributed nationally through multiple unaffiliated channels with local support provided by our employee wholesale field force and dedicated sales teams and through other affiliated distribution such as our broker-dealer and investment advisor, Voya Financial Advisors ("VFA").


Channel		Distribution Activities
Unaffiliated Distribution	Independent Sales Agents	•Approximately 2,500 sales agents •Primarily sell fixed annuity products from multiple vendors in the education market •Focus on increasing participant enrollments and deferral amounts in existing K-12 education segment plans
	Brokers and Advisors	•Over 14,000 wirehouse and independent regional and local brokers, specialty retirement plan advisors and registered investment advisors •Primarily distribute to the small-mid corporate market, as well as education, healthcare and government markets •Typically present plan options from multiple vendors •Assist with enrollment and education
	Third Party Administrators ("TPAs")	•Over 1,000 TPAs •Primarily sell products to our small-mid corporate markets and select tax-exempt market plans •Primarily present plan options from multiple vendors •Typically focus on providing plan services, but may initiate and complete the sales process •Connects our wholesale team and unaffiliated producers who seek references for determining which plan vendors to recommend
Affiliated Distribution	Voya Financial Advisors ("VFA")	•Over 450 VFA field and phone-based financial professionals •Sell workplace retirement plans •Support plan participants with enrollment, education, advice and guidance services •Field-based representatives focus on enrollment and contribution activities within our education, healthcare and government market workplace retirement plans •Phone-based representatives focus on education, guidance and rollover support services to workplace retirement plan participants in all markets
	Wholesale Field Force	•Locally based wholesalers •Focus on expanding and strengthening relationships with unaffiliated distribution partners and TPAs who sell and service workplace retirement plan offerings
	Dedicated Voya Sales Teams	•Our employee sales teams work with over 200 different pension specialty consulting firms (including national aggregators with both affiliated and unaffiliated firm-level business models whose continued growth expands our distribution reach) that represent employers in corporate and tax-exempt markets seeking large-mega retirement plans, stable value solutions and non-qualified executive compensation offerings


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Competition

Our Retirement Plans business competes with other large, well-established insurance companies, asset managers, record keepers and diversified financial institutions. Our Full-Service business also competes on the breadth of our service and investment offerings, technical and regulatory expertise, reputation and industry experience, local enrollment and education support, and investment flexibility. Our Recordkeeping services business competes through our size and scale, strong sponsor relationships, flexible value-added services, ability to support the most complex plans to match client needs, along with strong technical and regulatory expertise. The following chart presents a summary of the current competitive landscape where we offer our Workplace Retirement Plans and stable value solutions:


Market/Product Segment	Competitive Landscape	Select Competitors
Small Corporate	Primary competitors are mutual fund companies and insurance-based providers with third-party administration and relationships	Empower Fidelity
K-12 Education	Primary competitors are insurance-based providers that focus on school districts across the nation	Equitable Corebridge
Higher Education	Competitors are 403(b) plan providers, asset managers and some insurance-based providers	TIAA Fidelity
Healthcare & Other Non-Profits	Competition varies across 403(b) plan providers, asset managers and some insurance-based providers	Fidelity TIAA
Government	Competitors are primarily insurance-based providers, but also include asset managers and 457 providers	Empower Nationwide
Mid-Large Corporate Recordkeeping	Competitors are primarily asset managers and business consulting services firms, but also include payroll firms and insurance-based providers	Fidelity Empower
Stable Value	Competitors are primarily select insurance companies who are also dedicated to the Stable value market, but also include certain banking institutions	Prudential MetLife

Wealth Management

Products and Services

Our Wealth Management business offers a variety of investments and protection products, along with advice and guidance delivered to individuals through field-based advisory representatives and home office phone-based representatives. Our current investment solutions include mutual fund custodial IRA products, managed accounts and advisory programs, and brokerage accounts. The IRA products include certain tax-qualified mutual fund custodial products, which are also sold by our employee wholesale team that works directly with affiliated and unaffiliated brokers and advisers who sell to individuals or small businesses.

We use our Wealth Management business to deepen our long-term relationships with the defined contribution plan participants on our retirement platform. We believe that our ability to offer an integrated approach to an individual customer’s entire financial picture, while saving for or living in retirement, presents a compelling reason for participants to partner with us as their principal investment and retirement plan provider. Through our broad range of advisory programs, our financial advisers are provided with a wide set of solutions for building their clients' investment portfolios, including stocks, bonds and mutual funds, as well as managed accounts.

Markets and Distribution

Wealth Management products and advisory services are primarily sold to individuals through representatives licensed through VFA, our broker-dealer and investment advisor. VFA representatives help provide cohesiveness between our Retirement Plans and Wealth Management businesses and are grouped into two primary categories: field-based and home office phone-based representatives. Field-based representatives are registered sales and investment advisory representatives that drive both fee-based and commissioned sales. They provide face-to-face interaction with individuals seeking retail investment products (e.g., IRA products) as well as planning and advisory solutions. Home office phone-based representatives focus on assisting participants in our workplace retirement plans, primarily for our larger recordkeeping plans, with rollover products and advisory services. They also provide financial advice that helps customers transition through life stage and job-related changes. Our custodial mutual fund IRA product is also sold to individuals by unaffiliated brokers and advisors.


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Competition

Our Wealth Management advisory services and product solutions compete for rollover and other asset consolidation opportunities against integrated financial services companies and independent broker-dealers who also offer individual retirement products, all of which currently have more market share than insurance-based providers in this space. Primary competitors to our Wealth Management business include LPL, SagePoint Financial, Kestra, Waddell & Reed, Securities America and Commonwealth.

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. In addition, our Health Solutions segment serves the employer market by providing stop-loss coverage to employer plan sponsors that self-fund their pharmaceutical and medical benefits plans. Our Health Solutions segment is among the largest writers of stop-loss coverage in the U.S., currently ranking third among direct providers of stop loss on a premium basis with approximately $1.8 billion of in-force premiums. We also rank third in our supplemental health benefits markets offering and are a top 15 provider of group life insurance.

As of December 31, 2024, Health Solutions total in-force premiums and fees were $3.9 billion.

Our Health Solutions segment also provides benefits and plan administration services to employers and health plans through our Benefitfocus business. Benefitfocus provides market-leading benefits enrollment and administration services to employers and plan enrollment services to health plans. It also provides a benefits marketplace through which employees can select and enroll in voluntary benefits offered by their employers. Our Benefitfocus platform is open-architecture and product-agnostic, enrolling and administering benefits from a variety of third-party carriers.

In addition, we also provide decision support tools through the Benefitfocus enrollment platform and through our MyVoyage mobile application, which provides a comprehensive guidance tool for employees to see their entire financial picture including their workplace benefits and savings. We support employers by taking on the administrative burden of benefits enrollment and administration, leave management, COBRA administration, and other obligations.

The 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 services provided on benefits administration, leave management, HSA/FSA/HRA and COBRA administration and proprietary decision support tools. Investment income is driven by the spread between investment yields and credited rates (the interest and income that is credited to the policies) to policyholders on voluntary universal life, whole life products, and HSA invested assets, as well as the spread earned on policyholder reserves and target surplus. Our Health Solutions segment generated adjusted operating earnings before income taxes of $40 million for the year ended December 31, 2024.

Products and Services

Stop Loss. Our stop-loss insurance provides coverage for mid-sized to large employers that self-insure their medical claims. These employers provide a health plan to their employees and generally pay all plan-related claims and administrative expenses. Our stop-loss product helps these employers manage their health expenses by reimbursing specified claim amounts above certain deductibles and by reimbursing claims that exceed a specified limit. We offer this product through individual stop-loss insurance and aggregate stop-loss insurance, which are both re-priced and renewable annually. Individual stop-loss insurance reimburses individual specified claim amounts that exceed a deductible whereas aggregate stop-loss insurance reimburses the amount of the collective eligible claims of the group exceeding a specified limit, potentially subject to a limit.

Group Life. Group life products span basic and supplemental term life insurance as well as accidental death and dismemberment for mid-sized to large employers. These products offer employees guaranteed issue coverage, convenient payroll deduction, affordable rates and conversion options.

Group Disability. Group disability includes group long term disability, short term disability, voluntary long term disability and voluntary short term disability products for mid-sized to large employers. This product offering is typically packaged for sale


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with group life products, especially in the middle-market. We also provide leave administration services. We partner with FullScopeRMS, a third-party insurer, to provide leave management and reinsure 100% of our group disability.

Voluntary Benefits. Our voluntary benefits business involves the sale of whole life insurance, term life insurance, critical illness, accident and hospital indemnity insurance, while also servicing universal life insurance policies. This product lineup is mostly employee-paid through payroll deduction.

Benefits Administration. Through Benefitfocus, we offer benefits administration services to employers and health plan enrollment services to health plan clients. Employers receive an online benefits enrollment experience for their employees, along with telephone-based enrollment support, and the associated billing and administration services. We also offer a benefits marketplace through which employees can elect to enroll in voluntary benefits selected by their employers. For health plans, we offer a software based solution through which members enroll directly in a plan. Our Benefitplace benefits enrollment platform provides a market-leading benefits enrollment experience, with decision support that uses the same advanced analytics as our MyVoyage mobile application to provide participants with a unique ability to look across their workplace benefits and savings for comprehensive guidance on the best use of their benefits spending.

Health Account Solutions. This product line involves the sale of HSA, FSA, HRA, commuter and dependent care benefits, COBRA administration and direct billing services.

Financial Wellness and Decision Support. With our MyVoyage mobile application, we offer a distinctive guidance tool that assists employees and their dependents to make more informed decisions in making enrollment decisions that span medical coverage, dental insurance, vision, HSA, FSA, retirement contributions and emergency savings. Premiums associated with Financial Wellness and Decision Support are included within Health Account Solutions.

The following chart presents the key Health Solutions products we offer, along with annualized in-force premiums and fees for each product:


($ in millions)	Annualized In-Force Premiums and Fees
Health Solutions Products	Year Ended December 31, 2024
Stop Loss	$	1,821
Group Life	685
Group Disability	293
Voluntary and Other	1,057

Markets and Distribution

Our Health Solutions segment works primarily with national and regional benefits consultants, brokers, TPAs, enrollment firms and technology partners. Our tenured distribution organization provides local sales and account management support to offer customized solutions to mid-sized to large employers backed by a national accounts team.

Competition

The stop-loss insurance market is mature. Due to the large number of participants in this segment, price and claim servicing are important competitive drivers. Our principal competitors include Sun Life, Tokio Marine HCC and Symetra.

The group life market is the most mature of our market segments and most often sold alongside disability and increasingly supplemental benefits where competitive drivers are price, claim servicing, and additional administrative capabilities (such as leave management). Our principal competitors include MetLife, New York Life and Unum.

The supplemental benefits market is growing rapidly and we compete on price, claim servicing and product innovation with our principal competitors being Cigna, Aetna, Aflac, MetLife and Unum.

In benefits administration, competitive factors include price, the quality and breadth of the service offering, and the availability of existing clients who will act as references for potential new clients. Because the selection of a benefits administration provider involves a significant commitment on the part of the employer client, sales cycles tend to be long. Our principal competitors include Alight, Businesssolver and BSwift.


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In Health Account Solutions, price and administrative capabilities are among the most important competitive factors. This market continues to grow at a rapid pace, and includes HSAs, FSAs, COBRA administration, and billing services. Our principal competitors in this market are Health Equity, Optum (part of UnitedHealthcare), Fidelity and HSA Bank (part of Webster Bank).

Underwriting

Group insurance pricing reflects the employer group’s claims experience and the risk characteristics of each employer group. The employer’s claims experience is reviewed at time of policy issuance and periodically thereafter, resulting in ongoing pricing adjustments upon expiration of rate guarantee periods. The key pricing and underwriting criteria are morbidity and mortality assumptions, the employer group’s demographic composition, the industry, geographic location, regional and national economic trends, plan design and prior claims experience. Pricing for our group disability products is determined by our reinsurer, FullScopeRMS, and we assume limited underwriting risk in connection with such products.

Stop-loss insurance pricing reflects the risk characteristics and claims experience for each employer group. The product is annually renewable and the underwriting information is reviewed annually as a result. The key pricing and underwriting criteria are medical cost trends, morbidity assumptions, the employer group’s demographic composition, the industry, geographic location, plan design and prior claims experience.

Reinsurance

Our Health Solutions reinsurance strategy seeks to limit our exposure to any one individual which helps limit and control risk. Group Life, which includes Accidental Death and Dismemberment, cedes the excess over $750,000 of each coverage to a reinsurer. Group Long Term Disability cedes substantially all of the risk and the claims servicing, to a TPA and reinsurer. As of January 1, 2024, 2023 and 2022, Stop Loss has or had a reinsurance program that limits our exposure on any one specific claim to $5 million, with aggregate stop-loss reinsurance that limits our exposure to $5 million over the Policyholder's Aggregate Excess Retention. See Quantitative and Qualitative Disclosures About Market Risk—Risk Management in Part II, Item 7A. of this Annual Report on Form 10-K. We also use several reinsurance arrangements which lower required capital of the Health Solutions segment.

Investment Management

With global distribution capabilities, we offer domestic and international fixed income, equity, alternatives and multi-asset products and solutions across market sectors and investment styles through our actively managed, full-service investment management business. As of December 31, 2024, our Investment Management segment managed $277.3 billion for third-party institutional and individual investors (including third-party variable annuity-sourced assets), $28.5 billion in separate account assets for our other businesses and $33.6 billion in general account assets. We also offer a range of privates and alternative asset solutions across fixed income and alternative investment products with AUM of $95.1 billion for such privates and alternatives products as of December 31, 2024.

On July 25, 2022, we completed a transaction with Allianz SE ("Allianz") and Allianz Global Investors U.S. LLC ("AllianzGI") , pursuant to which we acquired assets and investment teams comprising specified strategies previously managed by AllianzGI. The AllianzGI Transaction has increased Investment Management's international scale and distribution and provided us with new investment strategies that help us meet the needs of a larger and more global client base. As a result of the AllianzGI Transaction, we hold a 76% equity interest in Voya IM, and an affiliate of Allianz, the global parent of AllianzGI, holds the other 24%.

We aim to provide positive investment results that are repeatable and consistent, and deliver research-driven, risk-adjusted, client-oriented investment strategies and solutions and advisory services across asset classes, geographies and investment styles.

Through our institutional distribution channel and our 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 of AllianzGI and distributed in Europe and Asia.


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Investment Management’s primary source of revenue is management fees collected on the assets we manage. These fees are typically based on a percentage of AUM. In certain investment management fee arrangements, we may also receive performance-based incentive fees when the return on AUM exceeds certain benchmark returns or other performance hurdles. In addition, and to a lesser extent, Investment Management collects administrative fees on outside managed assets that are administered by our mutual fund platform and distributed primarily by our 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 in private equity, collateralized loan obligations and various funds. Excluding Allianz's non-controlling interest, Investment Management generated adjusted operating earnings before income taxes of $213 million for the year ended December 31, 2024.

Products and Services

Investment Management delivers products and services that are manufactured through our traditional, private asset and alternative investment capabilities. The traditional platforms are fixed income, equities and multi-asset strategies and solutions ("MASS"). Our private asset and alternative capabilities include investment strategies such as private equity, private credit (investment grade and high yield), commercial mortgage loans, mortgage derivatives, leveraged credit and collateralized loan obligations ("CLOs"). The onboarding of former AllianzGI investment strategies has increased our product offering across thematic and fundamental equity and added multi-asset fund offerings.

Fixed Income. Investment Management’s fixed income platform manages assets for domestic and international institutional investors, retail investors and our general account. As of December 31, 2024, there was $225.1 billion in AUM on the fixed income platform, of which $33.6 billion were general account assets. Through the fixed income platform, clients have access to public fixed income strategies including money market funds, investment-grade corporate debt, government bonds, residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS"), asset-backed securities ("ABS"), and high yield bonds. Our private fixed income capabilities include private placements, middle market private debt and syndicated debt instruments, leveraged credit, structured products (e.g., CLOs), commercial mortgages and preferred securities. Each sector within the platform is managed by seasoned investment professionals supported by significant credit, quantitative and macro research and risk management capabilities.

Equities. The equities platform is a multi-cap and multi-style research-driven platform comprising thematic, fundamental and quantitative equity strategies for institutional and retail investors. As of December 31, 2024, there were $98.0 billion in AUM on the equities platform covering both domestic and international markets. Our fundamental equity capabilities are bottom-up and research driven, and cover growth, value, and core strategies in the large, mid and small cap spaces. The AllianzGI Transaction added thematic and fundamental equity capabilities. Our quantitative equity capabilities are used to create quantitative and enhanced indexed strategies, support other fundamental equity analysis, and create extension products.

Alternatives. Investment Management’s largest alternatives platform is Pomona Capital. Pomona Capital specializes in investing in private equity funds: by purchasing secondary interests in existing partnerships; investing in new partnerships; and co-investing alongside buyout funds in individual companies. As of December 31, 2024, Pomona Capital managed assets totaling $10.5 billion across a suite of limited partnerships and the Pomona Investment Fund, a registered investment fund available to accredited investors. In addition, Investment Management's alternatives platform includes privately-placed open-end and closed-end funds, the underlying strategies of which leverage our core private credit and mortgage loan investment capabilities. As of December 31, 2024, there were $16.3 billion in alternatives AUM.

MASS. Investment Management’s MASS platform offers a variety of investment products and strategies that combine multiple asset classes using asset allocation techniques. The objective of the MASS platform is to develop customized solutions that meet specific, and often unique, goals of investors that dynamically change over time in response to changing markets and client needs. Utilizing core capabilities in asset allocation, manager selection, asset/liability modeling, risk management and financial engineering, the MASS team has developed a suite of target date and target risk funds that are distributed through our Wealth Solutions segment and to institutional and retail investors. These funds can incorporate multi-manager funds. The MASS team also provides pension risk management, strategic and tactical asset allocation, liability-driven investing solutions and investment strategies that hedge out specific market exposures (e.g., portable alpha) for clients.


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The following table presents asset and net flow data, broken out by Investment Management’s five investment platforms as well as by major client segment:


	AUM			Net Flows
	As of			Year Ended
	December 31, 2024			December 31, 2024
	($ in billions)			($ in millions)
Investment Platform
Fixed income - Public	$	146.3		$	11,646.0
Fixed income - Privates	78.8			2,546.9
Equities	98.0			(1,487.4)
Alternatives	16.3			(168.3)
Total	$	339.4	(1)	$	12,537.2
MASS(1)	42.1			2,341.9

Client Segment
Retail	$	149.2		$	6,852.4
Institutional	156.6			5,684.8
General Account	33.6			N/A
Total	$	339.4		$	12,537.2
Divested Businesses	20.6			(8,993.4)

(1) $35.9 billion of MASS assets are included in the fixed income, equity and alternatives AUM categories presented above. The balance of MASS assets, $6.2 billion, is managed by third parties and we earn only a market-rate fee on the assets. MASS Net Flows includes flows for both AUM and assets managed by third parties.

N/A - Not applicable

Markets and Distribution

We serve our institutional clients through a dedicated sales and service platform domestically and internationally. Our strategic distribution partnership with AllianzGI significantly enhances our distribution reach globally. We serve individual investors through an intermediary-focused distribution platform, consisting of business development and wholesale forces that partner with banks, broker-dealers and independent financial advisers, as well as our affiliate and third-party retirement platforms.

With the exception of Pomona Capital and certain structured products, the different products and strategies associated with our investment platforms are distributed and serviced by these Retail and Institutional client-focused segments as follows:

•Retail client segment: This segment consists of registered open- and closed-end funds and Separately Managed Accounts through affiliate and third-party distribution platforms, including warehouses, brokerage firms, registered investment advisors, banks, trust companies and independent and regional broker-dealers. Our international retail business is carried out through sub-advisory arrangements with UCITS vehicles and other pooled investment vehicles sponsored and distributed by AllianzGI. As of December 31, 2024, total AUM from these channels was $149.2 billion, including $7.7 billion of AUM managed on behalf of divested businesses.

•Institutional client segment: This segment consists of individual and pooled accounts, targeting defined benefit, defined contribution recordkeeping and retirement plans, multiemployer plans and endowments and foundations. As of December 31, 2024, Investment Management had 358 institutional clients, representing $156.6 billion of AUM primarily in separately managed accounts and collective investment trusts.

Competition

Investment Management competes with a wide array of asset managers and institutions in the highly fragmented U.S. and global investment management industry. In our key market segments, Investment Management competes on the basis of, among other things, investment performance, investment philosophy and process, product features and structure and client service. Our principal competitors include insurance-owned asset managers such as Principal Global Investors (Principal Financial Group), Prudential and Ameriprise and bank-owned asset managers such as "pure-play" asset managers including Invesco, T. Rowe Price, Franklin Templeton, Janus Henderson and Virtus Investment Partners.


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Human Capital Resources

Voya's human capital strategy strives to recruit the best talent to deliver exceptional service to, and meet the evolving needs of, our diverse customer base. We believe that attracting and retaining a high-performing and diverse workforce, as well as building an inclusive culture, are essential to effectively serving our customers and fulfilling Voya's purpose of fighting together for everyone's opportunity for a better financial future. We also prioritize building connections between our employees and their communities through support of employee volunteerism and giving.

As of December 31, 2024, we had approximately 10,000 employees, 72% of whom are U.S.-based and 28% of whom are India-based. Our primary office locations are in New York, NY; Windsor, CT; Minneapolis, MN; Atlanta, GA; Braintree, MA; Scottsdale, AZ; Walnut Creek, CA; San Diego, CA; and Bengaluru, India. Approximately 85.4% of our U.S.-based workforce is fully remote, approximately 13.8% is hybrid (working in an office location for part of their time) and approximately 1% are office-essential workers.

Talent Management & Development

Voya is committed to developing employees through robust learning programs. Our talent management strategy focuses on our talent review process, leadership development, succession planning, mentoring programs, performance management process, coaching and feedback. Voya's Learning Center offers training and tools to help employees develop as they advance their careers, including through transitions into different roles within Voya. Voya's Career Hub offers mentoring, networking, and the ability to create development plans or participate in short-term projects.

Total Rewards

Voya offers market-competitive and equitable compensation and benefits in order to attract, retain, and motivate a talented and diverse workforce. Our Total Rewards offering is made up of direct compensation (base salary, annual and/or long-term incentives), company-sponsored benefits (retirement savings, health and welfare plans, paid time off, and work-life balance programs) and development opportunities.

REGULATION

Our operations and businesses are subject to a significant number of Federal and state laws, regulations, and administrative determinations. Following is a description of certain legal and regulatory frameworks to which we or our subsidiaries are or may be subject.

Voya Financial, Inc. is the holding company for all of our business operations, which we conduct through our subsidiaries. Voya Financial, Inc. is not licensed as an insurer, investment advisor, trust company or broker-dealer but, because we own regulated insurers, we are subject to regulation as an insurance holding company.

Insurance Regulation

We have three U.S. insurance subsidiaries – VRIAC, RLI and ReliaStar of New York, which are domiciled in Connecticut, Minnesota and New York, respectively. These are collectively referred to as "our insurance subsidiaries" and VRIAC and RLI are referred to as our "Principal Insurance Subsidiaries" in this Annual Report on Form 10-K for purposes of discussions of U.S. insurance regulatory matters.

Our insurance subsidiaries are subject to comprehensive regulation and supervision under U.S. state and federal laws. Each U.S. state, the District of Columbia and U.S. territories and possessions have insurance laws that apply to companies licensed to conduct insurance business in the jurisdiction. However, the primary regulator of an insurance company is its state of domicile. Each of our insurance subsidiaries is licensed and regulated in each state in which it conducts insurance business.

State insurance laws and regulations grant insurance regulators broad regulatory and administrative powers with respect to all aspects of the insurance business. State regulators enforce the requirements of insurance laws and regulations through periodic market conduct examinations and other examinations.

State insurance laws and regulations require our insurance subsidiaries to file financial statements with state insurance regulators everywhere they are licensed and the operations of our insurance subsidiaries and accounts are subject to examination by those regulators at any time. Our insurance subsidiaries prepare statutory financial statements in accordance


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with accounting practices and procedures developed by regulators to monitor and regulate the solvency of insurance companies and their ability to pay current and future policyholder obligations. The National Association of Insurance Commissioners ("NAIC") has approved these uniform statutory accounting principles which have in turn been adopted, in some cases with minor modifications, by all state insurance regulators.

Our insurance subsidiaries are subject to periodic financial examinations and other inquiries and investigations by their respective domiciliary state insurance regulators and other state law enforcement agencies and attorneys general.

Insurance Holding Company Regulation

Voya Financial, Inc. and our insurance subsidiaries are subject to the insurance holding company laws of the states in which such insurance subsidiaries are domiciled. These laws generally require each insurance company directly or indirectly owned by the holding company to register with the insurance regulator in the insurance company’s state of domicile and to furnish annually financial and other information about the operations of companies within the holding company system.

Affiliate Transactions. Generally, all transactions affecting the insurers in the holding company system must be fair and reasonable and, if material, require prior notice and approval or non-disapproval by the insurance commissioner of the state of domicile of the insurance subsidiary proposing the material transaction.

Change of Control. State insurance holding company regulations generally provide that no person, corporation or other entity may acquire control of an insurance company, or a controlling interest in any parent company of an insurance company, without the prior approval of such insurance company's domiciliary state insurance regulator. Under the laws of each of the domiciliary states of our insurance subsidiaries, any person acquiring, directly or indirectly, 10% or more of the voting securities of an insurance company is presumed to have acquired "control" of the company. This statutory presumption of control may be rebutted by a showing that control does not exist in fact. State insurance regulators, however, may find that "control" exists in circumstances in which a person owns or controls less than 10% of voting securities.

Any purchaser of shares of common stock representing 10% or more of the voting power of our capital stock will be presumed to have acquired control of our insurance subsidiaries unless, following application by that purchaser in each insurance subsidiary's state of domicile, the relevant insurance commissioner determines otherwise.

NAIC Regulations. The NAIC insurance holding company model act and regulations, versions of which have been adopted by our insurance subsidiaries' domicile states, include a requirement that an insurance holding company system’s ultimate controlling person submit annually to its lead state insurance regulator an "enterprise risk report" that identifies activities, circumstances or events involving one or more affiliates of an insurer that, if not remedied properly, are likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole.

In addition, the NAIC's Risk Management and Own Risk and Solvency Assessment ("ORSA") Model Act, which has been adopted by our insurance subsidiaries' domicile states, requires that insurers maintain a risk management framework and conduct an internal risk and solvency assessment of the insurer's material risks in normal and stressed environments. In accordance with statutory requirements, Voya regularly prepares and submits ORSA summary reports. Several of our insurance subsidiary domiciliary regulators have adopted the Corporate Governance Annual Filing Model Act, which requires insurers, including Voya, to make an annual confidential filing regarding their corporate governance policies.

Dividend Payment Restrictions. As a holding company with no significant business operations of our own, we depend on dividends and other distributions from our subsidiaries as the principal source of cash to meet our obligations, including the payment of dividends and the payment of interest on, and repayment of principal of, our outstanding debt obligations. The states in which our insurance subsidiaries are domiciled impose certain restrictions on such subsidiaries’ ability to pay dividends to us. 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 above these levels, 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.

For a summary of ordinary dividends and extraordinary distributions paid by each of our insurance subsidiaries to Voya Financial, Inc. or Voya Holdings in 2022 and 2023, and a discussion of ordinary dividend capacity for 2024, see Liquidity and Capital Resources—Restrictions on Dividends and Returns of Capital from Subsidiaries in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K.


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Financial Regulation

Policy and Contract Reserve Sufficiency Analysis. Under the laws and regulations of their states of domicile, our insurance subsidiaries are required to conduct annual analyses of the sufficiency of their statutory reserves. Other jurisdictions in which these subsidiaries are licensed may have certain reserve requirements that differ from those of their domiciliary jurisdictions. In each case, a qualified actuary must submit an opinion that states that the aggregate statutory reserves, when considered in light of the assets held with respect to such reserves, are sufficient to meet the insurer’s contractual obligations and related expenses. If such an opinion cannot be rendered, the affected insurer must establish additional statutory reserves by moving funds from available statutory surplus. Our insurance subsidiaries submit these opinions annually to applicable insurance regulatory authorities.

Surplus and Capital Requirements. Insurance regulators have the discretionary authority, in connection with the ongoing licensing of our insurance subsidiaries, to limit or prohibit the ability of an insurer to issue new policies if, in the regulators' judgment, the insurer is not maintaining a minimum amount of surplus or is in hazardous financial condition. Insurance regulators may also limit the ability of an insurer to issue new life insurance policies and annuity contracts. We do not currently believe that the current or anticipated levels of statutory surplus of our insurance subsidiaries present a material risk that any such regulator would limit the amount of new policies that our insurance subsidiaries may issue.

Risk-Based Capital. The NAIC has adopted RBC requirements for life, health and property and casualty insurance companies. The requirements provide a method for analyzing the minimum amount of adjusted capital (statutory capital and surplus plus other adjustments) appropriate for an insurance company to support its overall business operations, including the risk characteristics of the company’s assets, liabilities and certain off-balance sheet items. State insurance regulators use RBC requirements to identify possibly inadequately capitalized insurers. An insurance company found to have insufficient statutory capital based on its RBC ratio may be subject to varying levels of additional regulatory oversight depending on the level of capital inadequacy. As of December 31, 2024, the Total Adjusted Capital of each of our insurance subsidiaries exceeded statutory minimum RBC levels that would require any regulatory or corrective action.

Bond Factors. In 2021, the NAIC adopted the Moody’s Analytics proposed revisions to the RBC C-1 factors for invested assets effective for the year-end 2021 RBC calculation. The revisions include expanding the current NAIC designations used in the RBC calculation from six bond structures to twenty. The new factors did not materially impact our RBC calculation. The NAIC is undertaking a second phase of this project to refine capital charges for structured securities.

In 2024, the NAIC adopted the "Principles-Based Bond Definition Project," which is a principles-based framework to define and identify more accurately whether a debt security is classified as a bond for reporting. The guidance differentiates between traditional bonds and asset-backed securities and is effective January 1, 2025. We do not expect any material impact to our RBC as a result of implementation of the new requirement.

Macroprudential Framework. Since 2017, the NAIC has been developing a macroprudential framework intended to: improve state insurance regulators’ ability to monitor and respond to the impact of external financial and economic risks on insurers and better monitor and respond to risk emanating from or amplified by insurers that might be transmitted externally. As part of this initiative, the NAIC has identified liquidity reporting and stress testing, resolution and recovery, capital stress testing, and counterparty exposure and concentration as areas of focus.

IRIS Tests. The NAIC has developed the Insurance Regulatory Information System ("IRIS") to assist state regulators in monitoring the financial condition of U.S. insurance companies and identifying companies requiring special attention or action. Our insurance subsidiaries annually submit data under IRIS to the NAIC and the NAIC analyzes this data using prescribed financial data ratios. A ratio falling outside the prescribed "usual range" is not considered a failing result. Rather, unusual values are viewed as part of the regulatory early monitoring system. In many cases, it is not unusual for financially sound companies to have one or more ratios that fall outside the usual range. Regulators typically investigate or monitor an insurance company if its IRIS ratios fall outside the prescribed usual range for four or more of the ratios, but each state has the right to inquire about any ratios falling outside the usual range.

We do not anticipate regulatory action as a result of our 2024 IRIS ratio results.

Insurance Guaranty Associations. Each state has insurance guaranty association laws requiring insurance companies doing business in the state to participate in various types of guaranty associations or other arrangements. The laws are designed to protect policyholders from losses under insurance policies issued by insurance companies that become impaired or insolvent. Typically, these associations levy assessments, which can be meaningful, up to prescribed limits, on member insurers based on


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the member insurer’s proportionate share of the business in the relevant jurisdiction in the lines of business in which the impaired or insolvent insurer is engaged. Some jurisdictions permit member insurers to recover assessments that they paid through full or partial premium tax offsets, usually over a period of years.

Securities Regulation Affecting Insurance Operations

Certain of our insurance subsidiaries sell group variable annuities and have sold variable life insurance that are registered with and regulated by the SEC as securities under the Securities Act of 1933, as amended (the "Securities Act"). These products are issued through separate accounts that are registered as investment companies under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and are regulated by state insurance law. Each separate account is generally divided into sub-accounts, each of which invests in an underlying mutual fund which is itself a registered investment company under the Investment Company Act. Our mutual funds and, in certain states, our variable life insurance and variable annuity products, are subject to filing and other requirements under federal and state securities laws. Federal and state securities laws and regulations are primarily intended to protect investors and generally grant broad rulemaking and enforcement powers to regulatory agencies.

Federal Initiatives Affecting Insurance Operations

The U.S. federal government generally does not directly regulate the insurance business. Federal legislation and administrative policies in several areas can significantly affect insurance companies. These areas include federal pension and retirement plan regulation, financial services regulation, federal tax laws relating to life insurance companies and their products, the USA PATRIOT Act of 2001 (the "Patriot Act") requiring, among other things, the establishment of anti-money laundering monitoring programs, and federal healthcare laws that may affect supplemental or stop-loss insurance.

Regulation of Investment and Retirement Products and Services

Our investment, asset management and retirement products and services are subject to federal and state tax, securities, fiduciary (including the Employment Retirement Income Security Act ("ERISA")), insurance and other laws and regulations. The SEC, the Financial Industry Regulatory Authority ("FINRA"), the U.S. Commodities Futures Trading Commission ("CFTC"), state securities commissions, state banking and insurance departments, the Department of Labor ("DOL") and the Treasury Department are the principal regulators that regulate these products and services.

Federal and state securities laws and regulations are primarily intended to protect investors in the securities markets and generally grant regulatory agencies broad enforcement and rulemaking powers, including the power to limit or restrict the conduct of business in the event of non-compliance with such laws and regulations. Federal and state securities regulatory authorities and FINRA from time to time make inquiries and conduct examinations regarding compliance by us and our subsidiaries with securities and other laws and regulations.

Department of Labor Rules Regarding Fiduciaries

In December 2020, the DOL adopted a revised interpretation to determine investment advice fiduciary status under Title I of ERISA, and a new prohibited transaction exemption (PTE 2020-02) that, subject to certain requirements, allows investment advice fiduciaries to receive compensation that might otherwise have been considered an ERISA prohibited transaction. In November 2023, the DOL proposed additional changes to the definition of investment advice fiduciary under ERISA and to PTE 2020-02 and a number of other class prohibited transaction exemptions. Those amendments were to become effective in September 2024, but are currently subject to a court-imposed stay pending legal challenge. We do not believe that compliance with the proposed fiduciary interpretation or the proposed prohibited transaction exemptions, to the extent that they become effective, will have a material impact on us. We anticipate that other state and federal regulators may follow with their own rules applicable to investment recommendations relating to other separate or overlapping investment products and accounts, such as insurance products and retirement accounts. If anticipated amendments to these rules render them more onerous than Regulation Best Interest ("Regulation BI") as further described in —Broker-Dealers and Investment Advisers, and existing or proposed DOL rules, or result in a conflict with Regulation BI or existing or proposed DOL rules, the impact on us could be more substantial.

In April 2024, the DOL published changes to Prohibited Transaction Class Exemption 84-14 (the "QPAM Exemption"). As a result of these changes, we will be required to notify the DOL prior to relying on the QPAM Exemption, in addition to satisfying new minimum qualification and recordkeeping requirements.


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SECURE 2.0 Act

On December 29, 2022, the SECURE 2.0 Act ("SECURE 2.0") was signed into law. SECURE 2.0 includes numerous provisions affecting retirement plans that: expand participant coverage; facilitate the establishment of retirement plans by smaller employers, the creation of emergency savings accounts, and opportunities for participants with student debt to begin building retirement savings; and simplify plan administration. These provisions are likely to have a significant effect on retirement plans and participants for the next several years due to their staggered effective dates, and will require numerous changes to retirement plan recordkeeping systems and processes. We continue to update our systems and processes to meet the obligations of SECURE 2.0 in our Wealth Solutions business, but do not expect such activities to have a material impact on us.

Broker-Dealers and Investment Advisers

Our securities operations, principally conducted by our SEC-registered broker-dealers, are subject to federal and state securities, commodities and related laws, and are regulated principally by the SEC, the CFTC, state securities authorities, FINRA, the Municipal Securities Rulemaking Board and similar authorities. Independent contractor representatives and employees registered or associated with any of our broker-dealer subsidiaries are subject to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to regulation and examination by the SEC, FINRA and state securities commissioners. The SEC and other governmental agencies and self-regulatory organizations, as well as state securities commissions in the U.S., have the power to conduct administrative proceedings that can result in censure, fines, cease-and-desist orders or suspension, termination or limitation of the activities of the regulated entity or its associated persons.

Broker-dealers are subject to regulations that cover many aspects of the securities business, including, among other things, sales methods and trading practices, whether investments for individual customers are in their best interest, the use and safekeeping of customers’ funds and securities, capital adequacy, recordkeeping, financial reporting and the conduct of directors, officers and employees. The federal securities laws may also require, upon a change in control, re-approval by shareholders in registered investment companies of the investment advisory contracts governing management of those investment companies, including mutual funds included in annuity products. Investment advisory clients may also need to approve, or consent to, investment advisory agreements upon a change in control. In addition, broker-dealers are required to make certain monthly and annual filings with FINRA, including monthly FOCUS reports (which include, among other things, financial results and net capital calculations) and annual audited financial statements prepared in accordance with U.S. GAAP.

In June 2019, the SEC adopted Regulation BI. Among other things, Regulation BI applies a "best interest" standard to broker-dealers and their associated persons, including our retail broker-dealer, VFA, when they make securities investment recommendations to retail customers.

As registered broker-dealers and members of various self-regulatory organizations, our registered broker-dealer subsidiaries are subject to the SEC’s Net Capital Rule, which specifies the minimum level of net capital a broker-dealer is required to maintain and requires a minimum part of its assets to be kept in relatively liquid form. These net capital requirements are designed to measure the financial soundness and liquidity of broker-dealers. The Net Capital Rule imposes certain requirements that may have the effect of preventing a broker-dealer from distributing or withdrawing capital and may require that prior notice to the regulators be provided prior to making capital withdrawals.

Some of our subsidiaries are registered as investment advisers under the Investment Advisers Act and provide advice to registered investment companies, including mutual funds used in our annuity products, as well as an array of other institutional and retail clients. The Investment Advisers Act and Investment Company Act may require that fund shareholders be asked to approve new investment advisory contracts with respect to those registered investment companies upon a change in control of a fund’s adviser. Likewise, the Investment Advisers Act may require that other clients consent to the continuance of the advisory contract upon a change in control of the adviser.

The commodity futures and commodity options industry in the U.S. is subject to regulation under the Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"). The CFTC is charged with the administration of the Commodity Exchange Act and the regulations adopted under that Act. Some of our subsidiaries are registered with the CFTC as commodity pool operators and commodity trading advisors. Our futures business is also regulated by the National Futures Association.

Employee Retirement Income Security Act Considerations

ERISA is a comprehensive federal statute that applies to U.S. employee benefit plans sponsored by private employers and labor unions. Plans subject to ERISA include pension and profit-sharing plans and welfare plans, including health, life and disability


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plans. Among other things, ERISA imposes reporting and disclosure obligations, prescribes standards of conduct that apply to plan fiduciaries and disallows "prohibited transactions," such as conflict-of-interest transactions, self-dealing and certain transactions between a benefit plan and a party in interest without an approved exemption. ERISA also provides for a scheme of civil and criminal penalties and enforcement. Our insurance, investment management and retirement businesses provide services to employee benefit plans subject to ERISA, including services under specific contracts where we may act as an ERISA fiduciary. We are also subject to ERISA’s prohibited transaction rules for transactions with ERISA plans, which may affect our ability to, or the terms upon which we may, enter into transactions with those plans, even in businesses unrelated to those giving rise to party in interest status. The applicable provisions of ERISA and the Internal Revenue Code are subject to enforcement by the DOL, the U.S. Internal Revenue Service ("IRS") and the U.S. Pension Benefit Guaranty Corporation ("PBGC").

Trust Activities Regulation

Voya Institutional Trust Company ("VITC") and Voya Investment Trust Co. ("VINTCO") are trust subsidiaries chartered by the Connecticut Department of Banking and subject to its regulation, supervision and examination. Neither entity is permitted to accept deposits (other than incidental to trust or custodial activities). VITC’s activities are primarily to serve as trustee or custodian for retirement plans, IRAs, HSAs and trust and custodial accounts used by employers to fund health reimbursement arrangements, and VINTCO's activities are primarily to serve as trustee for and manage various collective and common trust funds. VINTCO is also subject to state fiduciary duty laws, and the collective trust funds it manages are generally subject to ERISA.

Other Laws and Regulations

Cybersecurity Regulatory Activity

The NAIC, numerous state and federal regulatory bodies, and self-regulatory organizations like FINRA are focused on cybersecurity standards both for the financial services industry and for all companies that collect personal information, and have proposed or enacted legislation and regulations, and issued guidance regarding cybersecurity standards and protocols. In addition, the SEC has promulgated more prescriptive investor disclosure rules regarding cybersecurity incidents, as well as cybersecurity risk management and governance.

Twenty-six states have adopted versions of the NAIC’s Insurance Data Security Model Law (the "Model Law"), and other states may adopt versions of the Model Law in the future. Such laws govern cybersecurity and data protection practices of insurers, insurance agents, and other licensed entities registered under state insurance laws and are designed to ensure that licensees of the Department of Insurance in these states have strong and aggressive cybersecurity programs to protect the personal data of their customers. In February 2017, the New York Department of Financial Services ("NYDFS") issued final Cybersecurity Requirements for Financial Services Companies that is not based on the Model Law, that requires banks, insurance companies, and other financial services institutions regulated by the NYDFS, including certain of our subsidiaries, to establish and maintain a comprehensive cybersecurity program. The NYDFS requirements specifically provide for: (i) controls relating to the governance framework for a cybersecurity program; (ii) risk-based minimum standards for technology systems for data protection; (iii) minimum standards for cyber breach responses and business continuity and disaster recovery, including notice to the NYDFS of material events; and (iv) identification and documentation of material deficiencies, remediation plans and annual certification of regulatory compliance with the NYDFS. On November 1, 2023, the NYDFS adopted amendments to its cybersecurity regulations increasing mandatory controls and adding further cybersecurity requirements for larger companies.

Privacy Laws and Regulation

We are subject to laws, regulations and directives that require financial institutions and other businesses to protect the security and confidentiality of personal information, including health-related and customer information, and to notify their customers and other individuals of their policies and practices relating to the collection, use, and disclosure of customer information. In addition, we must comply with international privacy laws, regulations and directives concerning the cross-border transfer or use of employee and customer personal information. These laws, regulations and directives also:

•provide additional protections regarding the use and disclosure of certain information such as national identification numbers (e.g., Social Security numbers);

•require notice to affected individuals, law enforcement, regulators and others if there is a breach of the security of certain personal information;

•require financial institutions to implement effective programs to detect, prevent, and mitigate identity theft;


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•regulate the ability of financial institutions to make telemarketing calls and send e-mail, text or fax messages to consumers and customers;

•require oversight of third parties that have access to, and handle, personal information; and

•prescribe the permissible uses of certain personal information, including customer information and consumer report information.

Some countries have also instituted laws requiring in-country data processing and/or in-country storage of the personal data of its citizens.

Certain of our activities are subject to the privacy regulations of the Gramm-Leach-Bliley Act of 1999 (the "GLBA"), along with its implementing regulations, which restricts certain collection, processing, storage, use and disclosure of personal information, requires notice to individuals of privacy practices, provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information and imposes requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.

We are also subject to numerous state consumer privacy laws, including the California Consumer Privacy Act of 2018 ("CCPA"). The CCPA established a privacy framework for covered businesses that collect and process the personal information of California consumers. It includes a broad definition of personal information, affords California residents certain individual rights of access and deletion regarding their personal data, and limits the "sale" of such information, which is also broadly construed to include making personal information available to third parties for valuable consideration. The CCPA does not apply to data subject to the GLBA or the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). However, a breach of California consumers’ personal data, to the extent it involves data not covered by GLBA or HIPAA, may expose us to liability under the CCPA. The CCPA was further supplemented by the California Privacy Rights Act (the "CRPA"), approved by California voters in November 2020, which established the California Privacy Protection Agency, authorized to promulgate new data protection regulations.

Certain of our products and services are subject to HIPAA, which establishes privacy and security standards that govern the use and disclosure of protected health information and requires the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity, availability, and privacy of such information. Voya may function as a "Covered Entity" or a "Business Associate," which requires compliance with HIPAA's Privacy, Security and Breach Notification Rules.

More broadly, the General Data Protection Regulation ("GDPR") which regulates data protection for all individuals within the European Union ("EU"), including foreign companies processing data of EU residents, applies to our subsidiaries operating in the EU. The United Kingdom has also implemented the GDPR (the "U.K. GDPR"). The GDPR and the U.K. GDPR set out a number of requirements that must be complied with when handling the personal data of such EU and U.K.-based data subjects respectively including: the obligation to appoint data protection officers in certain circumstances; new rights for individuals to be "forgotten" and rights to data portability; the principle of accountability and the obligation to make public notification of significant data breaches.

The Privacy Protections Working Group, formed by the NAIC in 2019 to review state insurance privacy protections regarding the collection, use and disclosure of information gathered in connection with insurance transactions, is currently drafting a new Privacy Protections Model Act.

Additionally, we may be subject to privacy-related regulatory obligations of third parties with which we do business. For example, our use of certain vendors outside of the U.S. to perform services on our platform could subject us to additional data protection regimes and increased risk of non-compliance.

Data Regulation

There are emerging federal and state regulations and legislation that address the use of big data and artificial intelligence, including machine learning in the business of insurance. The NAIC issued a Model Bulletin regarding the Use of Artificial Intelligence Systems by Insurers, which is expected to be adopted by multiple states. Colorado, Utah, and California have AI-specific regulations governing a company's use of artificial intelligence, and comprehensive AI-specific legislation is pending in many state legislatures. The regulations and legislation generally focus on companies developing a risk management framework to protect the privacy of individuals and protect them against discrimination.


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Anti-Money Laundering, Sanctions, and Anti-Corruption Laws

The Bank Secrecy Act, as amended by the Patriot Act, contains anti-money laundering and financial transparency laws applicable to broker-dealers and other financial institutions, including, among others, insurance companies, trust banks and mutual funds. By January 1, 2026, under final rule amendments adopted in 2024, investment advisers that are registered with the SEC ("RIAs") and investment advisers that report to the SEC as exempt reporting advisers ("ERAs") will also be required to establish and implement anti-money laundering/countering the financing of terrorism ("AML/CFT") programs pursuant to the Bank Secrecy Act and to report suspicious activity to FinCEN. These rule amendments aim to address and prevent money laundering, terrorist financing, and other illicit finance activity through the investment adviser industry. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. Anti-money laundering laws outside of the U.S. contain provisions that may be different, conflicting or more rigorous. Internal practices, procedures and controls are required to meet the obligations of financial institutions to identify their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies and share information with other financial institutions.

We are also required to follow certain economic and trade sanctions programs administered by the Office of Foreign Asset Control that prohibit or restrict transactions with suspected countries, their governments and, in certain circumstances, their nationals. We are also subject to regulations governing bribery and other anti-corruption measures.

Environmental Considerations

Our ownership and operation of real property and properties within our commercial mortgage loan portfolio is subject to federal, state and local environmental laws and regulations. Risks of hidden environmental liabilities and the costs of any required clean-up are inherent in owning and operating real property. Under the laws of certain states, contamination of a property may give rise to a lien on the property to secure recovery of the costs of clean-up, which could adversely affect the valuation of, and increase the liabilities associated with, the commercial mortgage loans we hold. In several states, this lien has priority over the lien of an existing mortgage against such property. In addition, we may be liable, in certain circumstances, as an "owner" or "operator," for costs of cleaning-up releases or threatened releases of hazardous substances at a property mortgaged to us under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the laws of certain states. Application of various other federal and state environmental laws could also result in the imposition of liability on us for costs associated with environmental hazards.

We routinely conduct environmental assessments prior to closing any new commercial mortgage loans or to taking title to real estate. Although unexpected environmental liabilities can always arise, we seek to minimize this risk by undertaking these environmental assessments and complying with our internal environmental policies and procedures.

Climate change, and the need to develop regulatory tools to ensure that insurers are managing the potential financial risks, has come under scrutiny by state legislatures, federal regulators, the NAIC, state insurance regulators, such as the NYDFS, and other state regulatory agencies.

In 2020, the NAIC established a Climate and Resiliency Task Force to coordinate engagement on climate-related risk and resiliency issues. The Task Force has implemented the NAIC's annual Climate Risk Disclosure Survey and developed proposed enhancements to existing regulatory tools to address climate-related risks.

The NYDFS, in a "Circular Letter No. 15," dated September 22, 2020 and in "Guidance for New York Domestic Insurers on Managing the Financial Risks from Climate Change," dated November 15, 2021, provided that all New York insurers should start integrating the consideration of the financial risks from climate change into their governance frameworks, business strategies, risk management processes and scenario analysis, and develop their approach to climate-related financial disclosure.

In October 2023, California’s governor signed into law climate disclosure and financial reporting legislation entitled the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act. These laws impose new reporting requirements on companies doing business in California that generate over $1.0 billion in gross annual revenue. The new laws require applicable companies to disclose Scope 1 and Scope 2 greenhouse gas ("GHG") emissions beginning in 2026 and Scope 3 GHG emissions in 2027. The laws also require applicable companies to submit biennial climate-related financial risk reports to the California Air Resources Board beginning in 2026. We are monitoring further guidance regarding implementation of the new laws but do not believe that the laws will have a material impact on our business and operations. The SEC also finalized similar disclosure rules for publicly reporting companies. Both the California and SEC disclosure rules are the subject of ongoing litigation which may affect their implementation timelines or whether they are ultimately implemented at all.


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AVAILABLE INFORMATION

We file periodic and current reports, proxy statements and other information with the SEC, which may be obtained through the SEC's website (www.sec.gov).

You may also access our press releases, financial information and reports filed with the SEC (for example, our Annual Report on Form 10-K, our Proxy Statement, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those Forms) online at investors.voya.com. Copies of any documents on our website are available without charge, and reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. The information found on our website is not part of this or any other report filed with or furnished to the SEC.

Item 1A. Risk Factors

We face a variety of risks that are substantial and inherent in our business, including market, liquidity, credit, strategic, operational, legal, regulatory and reputational risks. The following is a summary of the material factors that could adversely affect our business, sales, revenues, AUM, reputation, results of operations, liquidity, profitability or financial condition.

•Global Market Risks

◦Conditions in the global capital markets, the economy and geopolitical events.

◦The level of interest rates and in particular a period of rapidly increasing interest rates or a recurrence of a low interest rate environment.

◦Unfavorable developments in interest rates, credit spreads and policyholder behavior related to our stable value products.

◦Potential inadequacy of our risk management policies and procedures, including hedging programs.

•Liquidity, Credit and Investment Risks

◦A downgrade or potential downgrade in our financial strength or credit ratings.

◦The inability of counterparties to meet their financial obligations.

◦Requirements to post collateral or make payments related to changes in market value of specified assets.

◦Risks associated with our participation in securities lending and repurchase programs.

◦Risks associated with our institutional funding with the Federal Home Loan Bank system.

◦Our dependence on our subsidiaries' ability to transfer funds to us to meet our obligations.

◦Risk of a decrease in the value of our invested assets and the investment returns credited to customers.

◦The relative illiquidity of some of our investments as well as significant market valuation fluctuations of certain asset classes.

◦Inherent uncertainty in methodologies, estimations and assumptions used to value our investments and determine allowances and impairments on such investments.

•Strategic and Business Risks

◦Our ability to increase or maintain our market share in highly competitive markets.

◦Our ability to achieve the desired results from recent acquisitions.

◦The complexity of our products and services and our reliance on intermediaries.

◦A deterioration in our AUM or the alteration or termination of our asset management agreements or our failure to realize certain performance hurdles under these agreements.

◦Differences between actual policy experience and pricing, reserving or actuarial assumptions.

◦Credit risk associated with reinsurance, as well as its general availability, affordability or adequacy.

◦Our ability to effectively apply technology or to adapt to disruptive technology or innovations.

◦Our ability to maintain client satisfaction with our services.

•Operational Risks

◦Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems.

◦Our ability to protect the privacy and confidentiality of customer information.

◦Our ability to attract and retain qualified employees.

◦The occurrence of natural or man-made disasters.

◦Potential difficulties arising from outsourcing relationships.

◦Our dependence on third party software licenses.


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◦Risks related to our international operations.

•Tax, Regulatory and Legal Risks

◦Potential requirements to reduce the carrying value of our deferred income tax assets or establish an additional valuation allowance against them.

◦Potential limitations on our ability to use certain beneficial deferred tax assets.

◦Changes in tax laws and interpretations of existing tax law.

◦Potential failure to comply with regulations governing our business and our products or those of our affiliates.

◦Potential failure to comply with regulations governing our insurance businesses in particular, enforcement actions and regulatory investigations.

◦A decrease in the RBC ratio of our insurance subsidiaries.

◦Litigation or potential litigation.

◦Changes in accounting standards.

Global Market Risks

Conditions in the global capital markets and the economy generally, as well as geopolitical events, have affected and may continue to affect our business and results of operations.

Our business and results of operations are affected by conditions in the global capital markets and the economy generally, and are vulnerable to general economic disruption, decreases in asset prices, increases in market volatility and reductions in the availability of credit.

We are affected by both domestic and international macroeconomic developments. Volatility and disruptions in financial markets, including global capital markets, can have an adverse effect on our investment portfolio, and our liabilities are sensitive to changing market factors. Factors including, geopolitics (including war and terrorism), political uncertainty and political instability, potential government shutdowns, the ability of governments to respond in the event of national emergencies, government fiscal and tax policy, interest rates, credit spreads, equity prices, derivative prices and availability, real estate markets, exchange rates, the volatility and strength of the capital markets, changes in reference rates and the lack of historical performance information for such rates, and deflation and inflation, all affect our financial condition. Disruptions in one market or asset class can also spread to other markets or asset classes. Upheavals in the financial markets can also affect our financial condition (including our liquidity and capital levels) as a result of impacts, including diverging impacts, on the value of our assets and our liabilities.

Even in the absence of a market downturn, our retirement, investment and insurance products, as well as our investment returns and our access to and cost of financing, are sensitive to equity, fixed income, real estate and other market fluctuations and general economic and political conditions.

Adverse capital market conditions may affect the availability and cost of borrowed funds, thereby impacting our ability to support or grow our business. We need liquidity to pay our operating expenses, interest on our debt and dividends on our capital stock, to carry out any share repurchases that we may undertake, to maintain our securities lending activities, to collateralize certain obligations with respect to our indebtedness, to fund policyholder withdrawals and other benefits, to complete business acquisitions and to replace certain maturing liabilities. Without sufficient liquidity, we would be forced to curtail our operations, our ability to manage our capital structure would be adversely affected, and our business would suffer.

In addition, our insurance and annuity products and certain of our retirement and investment products are sensitive to inflation rate fluctuations. A sustained increase in the inflation rate in our principal markets may negatively affect our business. A failure to accurately anticipate higher inflation and factor it into our product pricing assumptions may result in mispricing of our products, which could materially and adversely impact our results of operations.

To the extent that any of the foregoing risks were to emerge in a manner that adversely affected general economic conditions, financial markets, or the markets for our products and services, our financial condition, liquidity, and results of operations could be materially adversely affected.


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The level of interest rates may adversely affect our profitability, particularly during a period of rapidly increasing interest rates or in the event of a recurrence of a low interest rate environment.

Increases in market interest rates could have a material adverse effect on the value of our investment portfolio by, for example, decreasing the estimated fair values of the fixed income securities within our investment portfolio. A decrease in the estimated fair value of our investment portfolio would result in a reduction in U.S. GAAP equity and an increase in our leverage ratios. An increase in market interest rates could also create increased collateral posting requirements associated with our interest rate hedging programs and Federal Home Loan Bank funding agreements, which could materially and adversely affect liquidity. In addition, an increase in market interest rates could require us to pay higher interest rates on debt securities we may issue in the financial markets from time to time to finance our operations, which would increase our interest expense and reduce our results of operations. In addition, certain statutory capital and reserve requirements are based on formulas or models that consider interest rates, and a rapidly increasing interest rate environment may increase the statutory capital we are required to hold and the amount of assets we must maintain to support statutory reserves.

Conversely, during a period of decreasing interest rates or a prolonged period of low interest rates, our investment earnings may decrease because the interest earnings on our recently purchased fixed income investments will likely have declined in tandem with market interest rates. In addition, a prolonged low interest rate period may result in higher costs for certain derivative instruments that may be used to hedge certain of our product risks. RMBS and callable fixed income securities in our investment portfolios will be more likely to be prepaid or redeemed as borrowers seek to borrow at lower interest rates. Consequently, we may be required to reinvest the proceeds in securities bearing lower interest rates. Accordingly, during periods of declining interest rates, our profitability may suffer as the result of a decrease in the spread between interest rates credited to policyholders and contract owners and returns on our investment portfolios. An extended period of declining or prolonged low interest rates may also coincide with an increase in liabilities for future policyholder benefits. In addition, certain statutory capital and reserve requirements are based on formulas or models that consider interest rates, and an extended period of low interest rates may increase the statutory capital we are required to hold and the amount of assets we must maintain to support statutory reserves.

In a period of changing interest rates, interest expense may increase and interest credited to policyholders may change at different rates than the interest earned on assets. Accordingly, changes in interest rates could decrease net interest margin. Changes in interest rates may negatively affect the value of our assets and our ability to realize gains or avoid losses from the sale of those assets, all of which also ultimately affect earnings.

Unfavorable developments in interest rates, credit spreads and policyholder behavior may result in adverse financial consequences related to our stable value products, and our hedging program and risk mitigation features may not successfully offset these consequences.

We offer stable value products primarily as a fixed rate, liquid asset allocation option for employees of our plan sponsor customers within the defined contribution funding plans offered by our Wealth Solutions business. These products provide a guaranteed annual credited rate on participant account values and generally allow immediately eligible participant withdrawals and transfers without a market value adjustment.

The sensitivity of our statutory reserves and surplus established for stable value products to changes in interest rates, credit spreads and policyholder behavior will vary depending on the magnitude of these changes, as well as on the market value of invested assets, participant account value, the market value of other assets generally, credit losses, the guaranteed credited rates available to customers and other product features. Realization or re-measurement of these risks may result in an increase in the reserves for stable value products, and could materially and adversely affect our financial position or results of operations. In particular, in a low interest rate environment, we are exposed to the risk that reserves must be added to fund withdrawals and transfers when guaranteed annual credited rates exceed the earned rate on invested assets. In a rising interest rate environment, we are exposed to the risk of a potential increase in contract holder withdrawals and the potential need to sell assets at a loss to fund those withdrawals.

Although we maintain a hedging program and other risk mitigating features to offset these risks, such program and features may not operate as intended or may not be fully effective, and we may remain exposed to such risks.


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Our risk management policies and procedures, including hedging programs, may prove inadequate for the risks we face, which could adversely affect our business and financial condition or result in losses.

We have developed risk management policies and procedures, including hedging programs, that utilize derivative financial instruments, and expect to continue to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective, particularly during turbulent economic conditions. Many of our methods of managing risk and exposures are based on observed historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures accurately, which could be significantly greater than historical measures indicate.

We employ various strategies, including hedging and reinsurance, with the objective of mitigating risks inherent in our business and operations. These risks include current or future changes in the fair value of our assets and liabilities, current or future changes in cash flows, the effect of interest rates, equity markets and credit spread changes, the occurrence of credit defaults, currency fluctuations and changes in mortality and longevity. We seek to control these risks by, among other things, entering into reinsurance contracts and derivative instruments, such as swaps, options, futures and forward contracts. See risk factor Reinsurance subjects us to the credit risk of reinsurers and may not be available, affordable or adequate to protect us against losses for risks associated with our use of reinsurance. Developing an effective strategy for dealing with these risks is complex, and no strategy can completely protect us from such risks. Our hedging strategies also rely on assumptions and projections regarding our assets, liabilities, general market factors, and the creditworthiness of our counterparties that may prove to be incorrect or inadequate. Our hedging strategies and the derivatives that we use, or may use in the future, may not adequately mitigate or offset the hedged risk and our hedging transactions may result in losses.

Liquidity, Credit and Investment Risks

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.

We are currently subject to periodic review by independent credit rating agencies S&P, Moody's, Fitch and A.M. Best, each of which currently maintain an investment grade rating with respect to us. Our ability to obtain secured or unsecured debt financing and the cost of such financing depend, in part, on our credit ratings. A credit rating downgrade could negatively impact our ability to obtain such financing and increase borrowing costs. In turn, maintaining our credit ratings depends on strong financial results and on other factors, including the outlook of the rating agencies on our sector and the market generally.

Financial strength ratings, which various rating organizations publish as a measure of an insurance company's ability to meet contract holder and policyholder obligations, are important to maintain public confidence in our products, the ability to market our products and our competitive position. A downgrade in our financial strength ratings, or the announced potential for a downgrade, could have a significant adverse effect on our financial condition and results of operations in many ways, including by: (i) reducing new sales of insurance and annuity products and investment products; (ii) adversely affecting our relationships with our advisors and third-party distributors of our products; (iii) materially increasing the number or amount of policy surrenders and withdrawals by contract holders and policyholders; (iv) requiring us to reduce prices for many of our products and services to remain competitive; and (v) adversely affecting our ability to obtain reinsurance or obtain reasonable pricing on reinsurance.

In addition, rating agencies may implement changes to their capital models that may favorably or unfavorably affect our ratings. We cannot assure you that these ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn. Ratings are not a recommendation to buy, sell or hold any security or other financial product, and each agency's rating should be evaluated independently of any other agency's rating.

The inability of counterparties to meet their financial obligations could have an adverse effect on our results of operations.

Third parties that owe us money, securities or other assets may not pay or perform under their obligations. These parties include the issuers or guarantors of securities we hold, customers, reinsurers, trading counterparties, securities lending and repurchase counterparties, counterparties under swaps, credit default and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. Defaults by one or more of these parties on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other factors, or even rumors about potential defaults by one or more of these parties, could have a material adverse effect on our results of operations, financial condition and liquidity. Actual or anticipated changes or downgrades in counterparty credit ratings, including any announcement that such ratings are under review for a downgrade, could increase our corporate borrowing costs and limit our access to the capital markets, which could adversely impact our financial results.


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We routinely execute a high volume of transactions such as unsecured debt instruments, derivative transactions and equity investments with counterparties and customers in the financial services industry, resulting in large periodic settlement amounts which may result in our having significant credit exposure to one or more of such counterparties or customers. Many of these transactions comprise derivative instruments with a number of counterparties in order to hedge various risks, including equity and interest rate market risk features within many of our insurance and annuity products. Our obligations under our products are not changed by our hedging activities and we are liable for our obligations even if our derivative counterparties do not pay us. As a result, we face concentration risk with respect to liabilities or amounts we expect to collect from specific counterparties and customers. A default by, or even concerns about the creditworthiness of, one or more of these counterparties or customers could have an adverse effect on our results of operations or liquidity. There is no assurance that losses on, or impairments to the carrying value of, these assets due to counterparty credit risk would not materially and adversely affect our business, results of operations or financial condition.

We are also subject to the risk that our rights against third parties may not be enforceable in all circumstances. The deterioration or perceived deterioration in the credit quality of third parties whose securities or obligations we hold could result in losses and/or adversely affect our ability to rehypothecate or otherwise use those securities or obligations for liquidity purposes. While in many cases we are permitted to require additional collateral from counterparties that experience financial difficulty, disputes may arise as to the amount of collateral we are entitled to receive and the value of pledged assets. Our credit risk may also be exacerbated when the collateral we hold cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure that is due to us, which is most likely to occur during periods of illiquidity and depressed asset valuations. The termination of contracts and the foreclosure on collateral may subject us to claims for the improper exercise of rights under the contracts. Bankruptcies, downgrades and disputes with counterparties as to the valuation of collateral tend to increase in times of market stress and illiquidity.

Requirements to post collateral or make payments related to changes in market value of specified assets may adversely affect our liquidity.

The amount of collateral we may be required to post under short-term financing agreements and derivative transactions may increase under certain circumstances. Pursuant to the terms of some transactions, we could be required to make payment to our counterparties related to any change in the market value of the specified collateral assets. Such requirements could have an adverse effect on our liquidity. Furthermore, with respect to any such payments or collateral, we may have unsecured risk to the counterparty as these amounts may not be required to be segregated from the counterparty's other funds, may not be held in a third-party custodial account and may not be required to be returned to us by the counterparty until the termination of the transaction.

Our participation in securities lending and repurchase programs subjects us to potential liquidity and other risks.

The repurchase of securities or our inability to enter into new repurchase agreements would reduce the amount of cash collateral available to us. Market conditions on or after the repurchase date may limit our ability to enter into new agreements at a time when we need access to additional cash collateral for investment or liquidity purposes.

For both securities lending and repurchase transactions, in some cases, the maturity of the securities held as invested collateral (i.e., securities that we have purchased with cash collateral received) may exceed the term of the related securities on loan and the estimated fair value may fall below the amount of cash received as collateral and invested. If we are required to return significant amounts of cash collateral on short notice and we are forced to sell securities to meet the return obligation, we may have difficulty selling such collateral that is invested in securities in a timely manner, be forced to sell securities in a volatile or illiquid market for less than we otherwise would have been able to realize under normal market conditions, or both. In addition, under adverse capital market and economic conditions, liquidity may broadly deteriorate, which would further restrict our ability to sell securities. See Liquidity and Capital Resources — Securities Pledged in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K for further information.

A portion of our institutional funding originates from the Federal Home Loan Bank system, which subjects us to liquidity risks.

A portion of our institutional funding originates from the Federal Home Loan Bank ("FHLB") of Boston and the FHLB of Des Moines. We have issued funding agreements in exchange for eligible collateral primarily in the form of cash, mortgage-backed securities and U.S. Treasury securities. These funding agreements are for a fixed term and cannot be terminated early by the FHLB.


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Should the FHLBs choose to change their definition of eligible collateral, change the lendable value against such collateral or if the market value of the pledged collateral decreases in value due to changes in interest rates or credit ratings, we may be required to post additional collateral in the form of cash or other eligible collateral. Additionally, if we lose access to FHLB funding, we may be required to find other sources to replace it, which could increase our funding costs. This could occur if our creditworthiness falls below either of the FHLB's requirements or if legislative or other political actions cause changes to the FHLBs' mandate or to the eligibility of life insurance companies to be members of the FHLB system.

As holding companies, Voya Financial, Inc. and Voya Holdings depend on the ability of their subsidiaries to transfer funds to them to meet their obligations.

Voya Financial, Inc. is the holding company for all our operations, and dividends, returns of capital and interest income on intercompany indebtedness from Voya Financial, Inc.’s subsidiaries are the principal sources of funds available to Voya Financial, Inc. to pay principal and interest on our outstanding indebtedness, corporate operating expenses and any stockholder dividends, to repurchase any stock, and to meet our other obligations. The subsidiaries of Voya Financial, Inc. are legally distinct from Voya Financial, Inc. and, except in the case of Voya Holdings, which is the guarantor of certain of our outstanding indebtedness, have no obligation to pay amounts due on the debt of Voya Financial, Inc. or to make funds available to Voya Financial, Inc. for such payments. The ability of our subsidiaries to pay dividends or make other distributions to Voya Financial, Inc. in the future will depend on their earnings, tax considerations, covenants contained in their financing or other agreements and applicable regulatory restrictions. In addition, such payments may be limited as a result of claims against our subsidiaries by their creditors, including suppliers, vendors, lessors and employees. The ability of our insurance subsidiaries to pay dividends and make other distributions to Voya Financial, Inc. is regulated by state insurance laws and regulations, and will depend on their ability to meet applicable regulatory standards and receive regulatory approvals. For additional information on the regulations governing our subsidiaries and restrictions imposed on their ability to pay dividends, see —Regulation—Insurance Regulation in Part I, Item 1. of this Annual Report on Form 10-K.

Voya Holdings is wholly owned by Voya Financial, Inc. and is also a holding company, and accordingly its ability to make payments under its guarantees of our indebtedness or on the debt for which it is the primary obligor is subject to restrictions and limitations similar to those applicable to Voya Financial, Inc. Voya Financial, Inc. and Voya Holdings do not have significant sources of cash flows other than from our subsidiaries that do not guarantee such indebtedness.

If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or payments to Voya Financial, Inc. and Voya Holdings is materially restricted by regulatory requirements, other cash needs, bankruptcy or insolvency, or by our need to maintain the financial strength ratings of our insurance subsidiaries, or is limited due to results of operations or other factors, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, there is no assurance that we would be able to raise cash by these means. This could materially and adversely affect the ability of Voya Financial, Inc. and Voya Holdings to pay their obligations.

For a summary of ordinary dividends and extraordinary distributions paid by each of our Principal Insurance Subsidiaries to Voya Financial or Voya Holdings in 2023 and 2024, and a discussion of ordinary dividend capacity for 2025, see Liquidity and Capital Resources—Restrictions on Dividends and Returns of Capital from Subsidiaries in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K and the Insurance Subsidiaries Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Our investment portfolio is subject to several risks that may diminish the value of our invested assets and the investment returns credited to customers, which could reduce our sales, revenues and results of operations.

Fixed income securities represent a significant portion of our investment portfolio. We are subject to the risk that the issuers, or guarantors, of fixed income securities we own may default on principal and interest payments they owe us. We are also subject to the risk that the underlying collateral within asset-backed securities, including mortgage-backed securities, may default on principal and interest payments causing an adverse change in cash flows. The occurrence of a major economic downturn, acts of corporate malfeasance, widening mortgage or credit spreads, or other events that adversely affect the issuers, guarantors or underlying collateral of these securities could cause the estimated fair value of our fixed income securities portfolio and our earnings to decline and the default rate of the fixed income securities in our investment portfolio to increase. A ratings downgrade affecting issuers or guarantors of securities in our investment portfolio, or similar trends that could worsen the credit quality of such issuers or guarantors could also have a similar effect. Similarly, a ratings downgrade affecting a security we hold could indicate that the credit quality of that security has deteriorated and could increase the capital we must hold to support that security to maintain our RBC ratio. See risk factor A decrease in the RBC ratio (as a result of a reduction in statutory surplus and/or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance


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regulators and rating agencies and have a material adverse effect on our business, results of operations and financial condition. We are also subject to the risk that cash flows resulting from the payments on pools of mortgages or other obligations that serve as collateral underlying the mortgage- or asset-backed securities we own may differ from our expectations in timing or size. Cash flow variability arising from an unexpected acceleration in mortgage prepayment behavior can be significant, and could cause a decline in the estimated fair value of certain "interest-only" securities within our mortgage-backed securities portfolio. Any event reducing the estimated fair value of these securities, other than on a temporary basis, could have a material adverse effect on our business, results of operations and financial condition.

In particular, we manage a portfolio of various collateralized mortgage obligation ("CMO") tranches in combination with financial derivatives as part of a proprietary strategy we refer to as "CMO-B," as described under Investments—CMO-B Portfolio in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K. The CMO-B portfolio is subject to a number of market and behavior risks, including interest rate risk, prepayment risk, and delinquency and default risk associated with Agency mortgage borrowers. In addition, government policy changes affecting residential housing and residential housing finance, such as government agency reform and government sponsored refinancing programs, and Federal Reserve Bank purchases of agency mortgage securities could alter prepayment behavior and result in adverse changes to portfolio values. While we actively monitor our exposure to these and other risks inherent in this strategy, it is possible that our hedging and risk management strategies will not be effective; any failure to manage these risks effectively could materially and adversely affect our results of operations and financial condition. In addition, although our CMO-B portfolio has historically performed well, it may not continue to meet expectations in the future. A rise in home prices, the concern over further introduction of or changes to government policies aimed at altering prepayment behavior, and an increased availability of housing-related credit could combine to increase expected or actual prepayment speeds, which would likely lower interest only ("IO") and inverse IO valuations. Under these circumstances, the results of our CMO-B portfolio would likely underperform compared to recent periods.

From time to time we invest our capital to seed a particular investment strategy or investment portfolio. We may also co-invest in funds or take an equity ownership interest in certain structured finance/investment vehicles that we manage for our customers. In some cases, these interests may be leveraged with third-party debt financing. Any decrease in the value of such investments could negatively affect our revenues and income or subject us to losses.

Poor investment performance may result in reductions to interest rates credited to our products, which in turn could lead to lower sales, an increase in customer withdrawals, and a decrease in AUM which would adversely affect results of operations.

Some of our investments are relatively illiquid and in some cases are in asset classes that may experience significant market valuation fluctuations.

We hold certain assets that may lack liquidity, such as privately placed fixed income securities, commercial mortgage loans, policy loans, limited partnership interests and other alternative investments. Reported values of our relatively illiquid types of investments do not necessarily reflect the current market prices of the assets. If we require significant amounts of cash on short notice in excess of normal cash requirements or are required to post or return collateral in connection with our investment portfolio, derivatives transactions or securities lending activities, we may have difficulty selling these investments in a timely manner, be forced to sell them for less than we otherwise would have been able to realize, or both.

The amount and timing of income from alternative investments tend to be uneven. The timing of distributions from such investments can be difficult to predict and, in the case of investment funds, may depend on particular events relating to underlying investments, as well as the funds' schedules for making distributions and their needs for cash. As a result, the amount of income that we record from these investments can vary substantially from quarter to quarter. Market volatility may reduce investment income for these types of investments.

The valuation of many of our financial instruments, and the determination of the amount of allowances and impairments taken on our investments, include methodologies, estimations and assumptions that are subject to differing interpretations or are inherently subjective and could result in changes to investment valuations that may adversely affect our results of operations and financial condition.

During periods of market disruption, including periods of rapidly changing credit spreads or illiquidity, it may be difficult to value certain of our securities, such as certain mortgage-backed securities, if trading becomes less frequent or market data becomes less observable. There may be certain asset classes that, although currently in active markets with significant observable data, could become illiquid in a difficult financial environment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation, thereby resulting in values that may differ materially from the


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value at which the investments may be ultimately sold. Further, rapidly changing and unprecedented market conditions could materially impact the valuation of securities as reported within the financial statements, and the period-to-period changes in value could vary significantly. Decreases in value could have a material adverse effect on our results of operations and financial condition.

The determination of the amount of allowances and impairments varies by investment type and is based on our quarterly evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are subjective and require a high degree of judgment, and are revised as conditions change and new information becomes available. There can be no assurance that management has accurately assessed the level of impairments taken and allowances reflected in our financial statements. Furthermore, additional impairments may need to be taken or allowances provided for in the future if investments perform worse than our expectations. Historical trends may not be indicative of future impairments or allowances.

Strategic and Business Risks

Because we operate in highly competitive markets, we may not be able to increase or maintain our market share, which may have an adverse effect on our results of operations.

In each of our businesses we face intense competition, including from broker-dealers, financial advisors, asset managers and diversified financial institutions, banks, technology companies and start-up financial services providers, both for the ultimate customers for our products and for distribution through independent distribution channels. We compete based on a number of factors including brand recognition, reputation, quality of service, quality of investment advice, investment performance of our products, product features, scope of distribution, price, perceived financial strength and credit ratings, scale and level of customer service. A decline in our competitive position as to one or more of these factors could adversely affect our profitability. Many of our competitors are large and well-established and some have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have greater financial resources, or have higher claims-paying or credit ratings than we do. Furthermore, the preferences of the end consumers for our products and services may shift, including as a result of technological innovations affecting the marketplaces in which we operate. To the extent that our competitors are more successful than we are at adopting new technology and adapting to the changing preferences of the marketplace, our competitiveness may decline.

Further, the profitability of our engagements with clients may not meet our expectations due to unexpected costs, cost overruns, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our prices in light of any inflationary circumstances.

In recent years, there has been substantial consolidation among companies in the financial services industry resulting in increased competition from large, well-capitalized financial services firms. Many of our competitors also have been able to increase their distribution systems through mergers, acquisitions, partnerships or other contractual arrangements. Furthermore, larger competitors may have lower operating costs and an ability to absorb greater risk, allowing them to price products more competitively while maintaining financial strength ratings. These competitive pressures could result in increased pressure on the pricing of certain of our products and services, and could harm our ability to maintain or increase profitability. There can be no assurance that we will continue to effectively compete within the industry or that competition will not have a material adverse impact on our business, results of operations and financial condition.

Recent acquisitions, including managing the transition on the terms or timing currently contemplated, could have negative impacts on us.

As further described under –Organizational History and Structure–Recent Acquisitions in Part I, Item 1. of this Annual Report on Form 10-K, we completed several acquisitions in 2023 and early 2025.

Although we believe these acquisitions to have been successful to date, it is possible that we may not achieve certain of the benefits that we expect to obtain in connection with the acquisitions, or that integrating these businesses, including their information technology, data management and operational systems, may take longer than expected or create additional vulnerabilities. For example, it is possible that expected revenues may not fully materialize or that the value of the acquisitions to us is less than we anticipated. In addition, integrating these acquired businesses may be more costly and take longer than anticipated. See Overview in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K for further information. Should any of the acquisitions ultimately prove to be less beneficial than we anticipated, or should the integration costs, transition services or other developments resulting from the


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acquisitions create unanticipated difficulties for our business, our results of operations and financial condition could be adversely affected, including impairment to the value of goodwill and intangible assets which has materially increased as a result of our most recent acquisitions.

Further, we share ownership of VIM Holdings with Allianz, which holds through an affiliated entity a 24% equity interest in VIM Holdings. While we maintain full operational control of VIM Holdings, we may have less flexibility to engage in strategic transactions involving Voya IM or its subsidiaries. In addition, if the equity interest in VIM Holdings currently held by an affiliate of Allianz were directly or indirectly transferred to another party, our strategic distribution partnership with AllianzGI could be negatively impacted.

Our products and services are complex and are frequently sold through intermediaries, and a failure to properly perform services, the misrepresentation of our products or services or a loss or significant change in these relationships may have an adverse effect on our revenues and income.

Many of our products and services are complex and are frequently sold through intermediaries. In particular, our Workplace Solutions business is reliant on intermediaries to describe and explain our products to potential customers. The intentional or unintentional misrepresentation of our products and services in advertising materials or other external communications, or inappropriate activities by our personnel or an intermediary, could adversely affect our reputation and business prospects, as well as lead to potential regulatory actions or litigation.

We distribute certain products under agreements with affiliated distributors and other members of the financial services industry that are not affiliated with us. We compete with other financial institutions to attract and retain commercial relationships in each of these channels. Our success in competing for sales through these distribution intermediaries depends on factors such as the amount of sales commissions and fees we pay, the breadth of our product offerings, the strength of our brand, our perceived stability and financial strength ratings, and the marketing and services we provide to, and the strength of the relationships we maintain with, individual distributors. An interruption or significant change in certain key relationships could materially affect our ability to market our products and could have a material adverse effect on our business, results of operations and financial condition. Distributors may elect to alter, reduce or terminate their distribution relationships with us, including for such reasons as changes in our distribution strategy, adverse developments in our business, adverse rating agency actions or concerns about market-related risks. Alternatively, we may terminate one or more distribution agreements due to, for example, a loss of confidence in, or a change in control of, one of such distributors, which could reduce sales.

We are also at risk that key distribution partners may merge or change their business models in ways that affect how our products are sold, either in response to changing business priorities or as a result of shifts in regulatory supervision or potential changes in state and federal laws and regulations regarding standards of conduct applicable to distributors when providing investment advice to retail and other customers.

Revenues, earnings and income from our Investment Management business operations could be adversely affected if (i) the amount of our AUM is adversely impacted due to performance and (ii) the terms of our asset management agreements are significantly altered or the agreements are terminated, or if certain performance hurdles are not realized.

We derive operating revenues from providing investment management and related services. Our investment management related revenues are derived primarily from fees based on a percentage of the value of AUM. Any decrease in the value or amount of our AUM because of market volatility, client withdrawals or other factors negatively impacts our revenues and income. Macroeconomic developments and other factors that are difficult to predict affect the mix, market values and levels of our AUM. The funds we manage may be subject to an unanticipated large number of redemptions as a result of such developments, causing the funds to sell securities they hold, possibly at a loss, or draw on any available lines of credit to obtain cash, or use securities held in the applicable fund, to settle these redemptions. We may, in our discretion, also provide financial support to a fund to enable it to maintain sufficient liquidity in such an event. Additionally, changing market conditions may cause a shift in our asset mix towards fixed-income products and a related decline in our revenue and income, as we generally derive higher fee revenues and income from equity products than from fixed-income products we manage. Any decrease in the level of our AUM resulting from price declines, interest rate volatility or uncertainty, increased redemptions or other factors could negatively impact our revenues and income.

Our investment performance is critical to the success of our investment management and related services business, as well as to the profitability of our retirement and insurance products. Poor investment performance as compared to third-party benchmarks or competitor products could lead to a decrease in sales of investment products we manage and lead to redemptions of existing assets, generally lowering the overall level of AUM and reducing the management fees we earn. We cannot assure you that past


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or present investment performance in the investment products we manage will be indicative of future performance. Any poor investment performance may negatively impact our revenues and income.

Our revenues from our investment management business operations are also dependent on fees earned under asset management and related services agreements that we have with the clients and funds we advise. Revenues for this segment could be adversely affected if these agreements are altered significantly or terminated in the future. The decline in revenue that might result from alteration or termination of our asset management services agreements could have a material adverse impact on our results of operations or financial condition. In addition, under certain laws and contract provisions, advisory contracts may require approval or consent from clients or fund shareholders in the event of an assignment of the contract or a change in control of the investment adviser. Were a transaction to result in an assignment or change in control, the inability to obtain consent or approval from clients or shareholders of mutual funds or other investment funds could result in a significant reduction in advisory fees.

As investment manager for certain private equity funds that we sponsor, we earn both a fixed management fee and performance-based capital allocations, or "carried interest." Our receipt of carried interest is dependent on the fund exceeding a specified investment return hurdle over the life of the fund. The profitability of our investment management activities with respect to these funds depends to a significant extent on our ability to exceed the hurdle rates and receive carried interest. To the extent that we exceed the investment hurdle during the life of the fund, we may receive or accrue carried interest, which is reported as Net investment income and Net gains (losses) within our Investment Management segment during the period such fees are first earned. If the investment return of a fund were to subsequently decline so that the cumulative return of a fund falls below its specified investment return hurdle, we may have to reverse previously reported carried interest, which would result in a reduction to Net investment income and Net gains (losses) during the period in which such reversal becomes due. Consequently, a decline in fund performance could require us to reverse previously reported carried interest, which could create volatility in the results we report in our Investment Management segment, and the adverse effects of any such reversals could be material to our results for the period in which they occur.

We may face significant losses if our actuarial assumptions, including mortality rates, morbidity rates, persistency rates or other underwriting assumptions, are not accurate, differ significantly from our pricing expectations or change in the future.

Our financial results are subject to risks around actuarial assumptions, including those related to mortality, morbidity and the future behavior of policyholders, such as lapse rates and future claims payment patterns. These assumptions, which we use to determine our liabilities for future policy benefits and claims incurred but not reported, may not reflect future experience. Changes to these actuarial assumptions in the future could require increases to our reserves in amounts that could be material. Any adverse changes to reserves could require us to make material additional capital contributions to one or more of our insurance company subsidiaries or could otherwise be material and adverse to our results of operations or financial condition. We review these assumptions at least annually in the third quarter and update them if necessary. For further information, see Results of Operations and Critical Accounting Judgments and Estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K.

We set prices for many of our Health Solutions products based on expected claims and payment patterns, using assumptions for mortality rates, or likelihood of death, and morbidity rates, or likelihood of sickness or accident, of our policyholders. In addition to the potential effect of natural or man-made disasters, significant changes in mortality or morbidity could emerge gradually over time due to changes in the natural environment, including due to the impacts of climate change such as changes in temperature and air quality, the health habits of the insured population, technologies and treatments for disease or disability, the economic environment, or other factors. Changes in mortality and morbidity rates could also be affected by changes in the mix of our insured business due to sales, retention and underwriting. The long-term profitability of such products depends on how our actual mortality and morbidity rates compare to our pricing assumptions, as well as our ability to successfully underwrite new and renewed business in accordance with actuarial-based pricing targets. In the short term, higher loss ratios due to unexpected claims activity may contribute to short-term volatility in our reported results of operations, which may be exacerbated by delays in reserving for higher-than-expected incurred but not reported claims. For renewable products, our ability to set prices higher at renewal, in response to higher claims patterns, may be limited due to a variety of factors, including pricing competition or rate caps imposed by agreements made with some clients. In addition, prolonged or severe adverse mortality or morbidity experience could result in increased reinsurance costs, and ultimately, reinsurers might not offer coverage at all. If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would have to accept an increase in our net risk exposures, revise our pricing to reflect higher reinsurance premiums, or otherwise modify our product offering.


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Pricing of certain of our Health Solutions products is also based in part on expected persistency of these products, which is the probability that a policy will remain in force from one period to the next. Actual persistency that is lower than our persistency assumptions could have an adverse effect on profitability, especially in the early years of a policy, primarily because we would be required to accelerate the amortization of expenses we defer in connection with the acquisition of the policy. Actual persistency that is higher than our persistency assumptions could have an adverse effect on profitability in the later years of a block of business because the anticipated claims experience is higher in these later years. If actual persistency is significantly different from that assumed in our current reserving assumptions, our reserves for future policy benefits may prove to be inadequate. Although some of our products permit us to increase premiums or adjust other charges and credits during the life of the policy, the adjustments permitted under the terms of the policies may not be sufficient to maintain profitability. Many of our products, however, do not permit us to increase premiums or adjust charges and credits during the life of the policy or during the initial guarantee term of the policy. Even if permitted under the policy, we may not be able or willing to raise premiums or adjust other charges for regulatory or competitive reasons.

Pricing of our products is also based on long-term assumptions regarding interest rates, investment returns and operating costs. Management establishes target returns for each product based on these factors, the other underwriting assumptions noted above and the average amount of regulatory and rating agency capital that we must hold to support in-force contracts. We monitor and manage pricing and sales to achieve target returns. Profitability from new business emerges over a period of years, depending on the nature and life of the product, and is subject to variability as actual results may differ from pricing assumptions. Our profitability depends on multiple factors, including the comparison of actual mortality, morbidity and persistency rates and policyholder behavior to our assumptions; the adequacy of investment margins; our management of market and credit risks associated with investments; our ability to maintain premiums and contract charges at a level adequate to cover mortality, benefits and contract administration expenses; the adequacy of contract charges and availability of revenue from providers of investment options offered in variable contracts to cover the cost of product features and other expenses; and management of operating costs and expenses.

Reinsurance subjects us to the credit risk of reinsurers and may not be available, affordable or adequate to protect us against losses.

We cede life and health insurance policies and annuity contracts or certain risks related to life and health insurance policies and annuity contracts to other insurance companies using various forms of reinsurance, including coinsurance, modified coinsurance, coinsurance with funds withheld, monthly renewable term and yearly renewable term. However, we remain liable to the underlying policyholders if the reinsurer defaults on its obligations with respect to the ceded business. If a reinsurer fails to meet its obligations under the reinsurance contract, we will be forced to bear the entire unresolved liability for claims on the reinsured policies. In addition, a reinsurer insolvency or loss of accredited reinsurer status may cause us to lose our reserve credits on the ceded business, in which case we would be required to establish additional statutory reserves. Cancellation by the reinsurer of certain of our reinsurance arrangements, without the ability to replace them with new arrangements, could have the effect of increasing our risk-based capital requirements and reducing our excess capital.

In connection with the Individual Life Transaction, we have entered into large reinsurance agreements with Security Life of Denver ("SLD"), our former insurance subsidiary, with respect to the portion of our former individual life segment and other legacy businesses that have been written by our insurance subsidiaries domiciled in Minnesota, Connecticut and New York. While SLD's reinsurance obligations to us are collateralized through assets held in trust, in the event of any default by SLD of its reinsurance obligations to us, or any loss of credit for such reinsurance, there can be no assurance that such assets will be sufficient to support the reserves that our subsidiaries would be required to establish or to pay claims.

If a reinsurer does not have accredited reinsurer status, or if a currently accredited reinsurer loses that status, in any state where we are licensed to do business, we are not entitled to take credit for reinsurance in that state if the reinsurer does not post sufficient qualifying collateral (either qualifying assets in a qualifying trust or qualifying letters of credit ("LOCs")). In this event, we would be required to establish additional statutory reserves. Similarly, the credit for reinsurance taken by our insurance subsidiaries under reinsurance agreements with affiliated and unaffiliated non-accredited reinsurers is, under certain conditions, dependent on the non-accredited reinsurer's ability to obtain and provide sufficient qualifying assets in a qualifying trust or qualifying LOCs issued by qualifying lending banks. If these steps are unsuccessful, or if unaffiliated non-accredited reinsurers that have reinsured business from our insurance subsidiaries are unsuccessful in obtaining sources of qualifying reinsurance collateral, our insurance subsidiaries might not be able to obtain full statutory reserve credit.

Loss of reserve credit by an insurance subsidiary would require it to establish additional statutory reserves and would result in a decrease in the level of its capital, which could have a material adverse effect on our profitability, results of operations and financial condition.


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Our reinsurance recoverable balances are periodically assessed for uncollectability. The collectability of reinsurance recoverables is subject to uncertainty arising from a number of factors, including whether the insured losses meet the qualifying conditions of the reinsurance contract, whether reinsurers or their affiliates have the financial capacity and willingness to make payments under the terms of the reinsurance contract, and the degree to which our reinsurance balances are secured by sufficient qualifying assets in qualifying trusts or qualifying LOCs issued by qualifying lending institutions. Although a substantial portion of our reinsurance exposure is secured by assets held in trusts or LOCs, the inability to collect a material recovery from a reinsurer could have a material adverse effect on our profitability, results of operations and financial condition. For additional information regarding our unsecured reinsurance recoverable balances, see Quantitative and Qualitative Disclosures about Market Risk—Market Risk Related to Credit Risk in Part II, Item 7A. of this Annual Report on Form 10-K.

The premium rates and other fees that we charge are based, in part, on the assumption that reinsurance will be available at a certain cost. Some of our reinsurance contracts contain provisions that limit the reinsurer’s ability to increase rates on in-force business; however, some do not. If a reinsurer raises the rates that it charges on a block of in-force business, in some instances, we will not be able to pass the increased costs onto our customers and our profitability will be negatively impacted. Additionally, such a rate increase could result in our recapturing of the business, which may result in a need to maintain additional reserves, reduce reinsurance receivables and expose us to greater risks. In recent years, we have faced a number of rate increase actions on in-force business, which have in some instances adversely affected our financial results, and there can be no assurance that the outcome of future rate increase actions would not have a material effect on our results of operations or financial condition. In addition, if reinsurers raise the rates that they charge on new business, we may be forced to raise our premiums, which could have a negative impact on our competitive position.

Our business performance and growth plans may be adversely affected if we are not able to effectively apply technology in our business and operations or to adapt quickly enough to disruptive technology or innovations. Conversely, investments in innovative product offerings may fail to yield sufficient returns to cover their costs.

Our success depends, in part, on our ability to develop and implement new or revised solutions that anticipate and keep pace with rapid and continuing innovation, changes in technology, industry standards and client preferences, including changes that result from developments in artificial intelligence and big data analytics. Rapid developments in the applications of generative artificial intelligence may be especially challenging to keep pace with. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis. In addition, our innovative solutions may not be accepted in the marketplace. Such technology, including artificial intelligence and big data analytics, may develop in unanticipated ways that could harm customers, the Company or our business models or that could lead to increasing regulatory scrutiny. Additionally, the effort to gain technological expertise and develop or apply new technologies requires us to incur significant expenses.

All of these factors could have a material adverse effect on our ability to compete or to obtain or retain client engagements.

If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities and damage to our reputation or legal liability.

We depend, to a large extent, on our relationships with our clients and our reputation to understand our clients’ needs and deliver solutions and services that are tailored to satisfy those needs. If a client is not satisfied with our services, it may be damaging to our business and could cause us to incur additional costs, impair our profitability or reduce our AUM. Accordingly, poor service to one client may negatively impact our relationships with multiple other clients. Moreover, if we fail to meet our contractual obligations, we could be subject to legal liability or loss of client relationships.

Operational Risks

Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business.

We are highly dependent on automated and information technology systems, including off-premises systems provided by various cloud services providers, to record and process both our internal transactions and transactions involving our customers, as well as to calculate reserves, value invested assets and complete certain other components of our U.S. GAAP and statutory financial statements. Despite the implementation of security and back-up measures, our information technology systems or those of third parties upon whom we rely, may remain vulnerable to disruptions, delays and outages, including due to events that are wholly or partially beyond our control, such as natural disasters, electrical/telecommunications outages, infrastructure


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changes, human or software error, upgrade disruptions and capacity constraints. In addition, such disruptions could be the result of physical or electronic intrusions, viruses or other attacks.

Businesses have increasingly become the targets of "cyberattacks," "ransomware," "phishing," "hacking" or similar illegal or unauthorized intrusions into computer systems and networks. Such events are often highly publicized, can result in significant disruptions to information technology systems and the theft of significant amounts of information as well as funds from online financial accounts. In addition, they can cause extensive damage to the reputation of the targeted business and lead to significant expenses associated with investigation, remediation, regulatory scrutiny and customer protection measures. Like others in our industry, we may experience cybersecurity incidents in the ordinary course of our business. Although we seek to limit our vulnerability to such events through technological and other means, it is not possible to anticipate or prevent all potential forms of cyberattack or to guarantee our ability to fully defend against all such attacks. In addition, due to the sensitive nature of much of the financial and other personal information we maintain, we may be at particular risk for targeting.

We rely on industry standard commercial technologies to maintain the security of our systems, but such protections may not be sufficient to prevent unauthorized individuals from circumventing our security measures and penetrating our systems to access, view, misappropriate, alter, or delete information in such systems, including personal information and proprietary business information, or to misappropriate funds from online financial accounts. Information security risks also exist with respect to the use of portable electronic devices, such as laptops, which are particularly vulnerable to loss and theft. Our transition to work-from-home or hybrid working environments also increases our vulnerability to cybersecurity threats and other fraudulent activities.

Certain state and federal laws require that individuals be notified if a security breach compromises the security or confidentiality of their personal information. Any attack or other breach of the security of our information technology systems that compromises personal information, or that otherwise results in unauthorized disclosure or use of personal information, could damage our reputation in the marketplace, deter purchases of our products, subject us to heightened regulatory scrutiny, sanctions, significant civil and criminal liability or other adverse legal consequences and require us to incur significant technological, legal and other expenses.

All of these risks exist where we rely on third party service providers to provide services to us and our customers, including service providers to which we outsource certain of our functions and including providers of information security services used by businesses acquired by us. The failure of any one of these systems for any reason, including due to errors made by our employees or agents or due to cybersecurity incidents, could cause significant interruptions to our operations or result in substantial costs and other negative consequences such as harm to our reputation, adversely affect our internal control over financial reporting, or have a material adverse effect on our business, results of operations and financial condition. For additional information about specific cybersecurity regulations that we are subject to, see —Regulation—Other Laws and Regulations—Cybersecurity Regulatory Activity in Part I, Item 1. of this Annual Report on Form 10-K.

Our risk management policies and procedures, including our cybersecurity incident response plan, may not be adequate for the operational risks we face, and in particular, for the increased operational risks posed by costly and time-consuming integration of acquired businesses. Our risk management methods depend on the evaluation of information regarding markets, customers, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us, as well as on timely escalation of critical information regarding our operations and systems. This information may not always be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record and verify large numbers of transactions and events, as well as technology, policies and procedures to manage increasingly complex and large amounts of information, including unstructured data, retained electronically. These policies and procedures may not be fully effective.

Any failure to protect the privacy and confidentiality of customer information could adversely affect our reputation and adversely affect our business, financial condition and results of operations.

Our business and relationships with customers are dependent on our ability to maintain the privacy, security and confidentiality of our and our customers’ personal information, trade secrets and other confidential information (including customer transactional data and personal information about our customers, the employees and customers of our customers, and our own employees and agents). We are also subject to numerous federal and state laws, as well as certain non-U.S. laws such as GDPR, regarding the privacy and security of personal information, which laws vary significantly from jurisdiction to jurisdiction. Numerous state regulatory bodies and the U.S. Senate have proposed and enacted legislation and regulations regarding privacy standards and protocols. As data privacy and protection laws continue to proliferate, including due to increased focus on data use by artificial intelligence or other innovative technology, we may incur significant technological, administrative and other


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expenses and face other difficulties in complying with an increasing number of legal obligations with respect to data privacy and security, or with balancing competing requirements that may be inconsistent across jurisdictions.

Many of our employees and contractors and the representatives of our broker-dealer subsidiaries have access to and routinely process personal information in computerized, paper and other forms, including on legacy systems or on systems that may not yet be fully integrated in our systems. We rely on various internal policies, procedures and controls to protect the privacy, security and confidentiality of personal and confidential information that is accessible to, or in the possession of, us or our employees, contractors and representatives. It is possible that an employee, contractor or representative could, intentionally or unintentionally, disclose or misappropriate personal information or other confidential information. If we fail in the future to maintain adequate internal controls, including any failure to implement newly-required additional controls, or if our employees, contractors or representatives fail to comply with our policies and procedures, or if we fail to implement or maintain such controls and policies and procedures when integrating acquired businesses, misappropriation or intentional or unintentional inappropriate disclosure or misuse of personal information or confidential customer information could occur. Such internal control inadequacies or non-compliance could materially damage our reputation, result in regulatory action or lead to civil or criminal penalties, which, in turn, could have a material adverse effect on our business, reputation, results of operations and financial condition. For additional risks related to our potential failure to protect confidential information, see risk factor Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business.

Our business success depends on our ability to attract and retain qualified employees.

Our ability to attract and retain qualified employees is critical to our success. As a financial services organization, our employees are our most important resource. In addition, some of our most critical functions rely on the employees of our strategic partners and outsourcing vendors. In many areas of our industry, competition for qualified personnel has intensified in recent years. If we or our strategic sourcing partners are unable to continue to attract or retain qualified employees, including successors to key officers and other positions, our ability to compete could be adversely affected.

The occurrence of natural or man-made disasters may adversely affect our results of operations and financial condition.

We are exposed to various risks arising from natural disasters, including hurricanes, climate change, floods, earthquakes, tornadoes and pandemic disease, as well as man-made disasters and core infrastructure failures, including acts of terrorism, military actions, power grid and telephone/internet infrastructure failures, which may adversely affect AUM, results of operations and financial condition by causing, among other things:

•losses in our investment portfolio due to significant volatility in global financial markets or the failure of counterparties to perform, or adverse impacts to asset prices in affected sectors or geographies;

•disruption of our normal business operations, including the ability to interact with existing or potential clients, due to catastrophic property damage, loss of life, or disruption of public and private infrastructure, including communications and financial services, or mandatory shutdowns and stay-at-home orders;

•in some cases, sustained disruption of economic activity, such as what materialized in connection with the COVID-19 pandemic, which may have significant effects on our revenues, business performance, capital position, liquidity, and financial condition.

In the event of any future disaster or disruption, there can be no assurance that our business continuation and crisis management plan or insurance coverages would be effective in mitigating any negative effects on operations or profitability in the event of a disaster, nor can we provide assurance that the business continuation and crisis management plans of the independent distributors and outside vendors on which we rely for certain services and products would be effective in mitigating any negative effects on the provision of such services and products.

If we experience difficulties arising from outsourcing relationships, our ability to conduct business may be compromised, which may adversely affect our business and results of operations.

As we continue to focus on reducing the expense necessary to support our operations, we use outsourcing strategies for a significant portion of our information technology and business functions. If our third-party service providers experience disruptions or do not perform as anticipated, or we experience problems with a transition, we may experience system failures, disruptions, or other operational difficulties, an inability to meet obligations, including obligations to policyholders, customers, business partners and distribution partners, increased costs and loss of business, and such events may have a material adverse effect on our business and results of operations. See risk factor Interruption or other operational failures in telecommunication,


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cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business.

We depend on licenses of third-party software to provide our services. The inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business.

Our applications incorporate certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software and development tools from third parties in the future. Although we believe that there are commercially reasonable alternatives to much of the third-party software we currently license, this may not always be the case, or it may be difficult, costly, or time-consuming to replace. In addition, integration of the software used in our applications with new third-party software may require significant work and require substantial investment of our time and resources. To the extent that our applications depend on the successful operation of third-party software in conjunction with our software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of our own applications, delay new application introductions, result in a failure of our applications and damage our reputation. Our use of additional or alternative third-party software would require us to enter into additional license agreements with third parties which could result in increased costs, business disruptions and other complications.

Our international operations may result in increased risks to our business.

Our international operations, including our operations in India, expose us to a variety of political, legal, operational and other risks, including: changes in laws, their application or interpretation; increased or conflicting regulatory restrictions; political instability; non-compliance with anti-corruption and anti-bribery laws; economic or trade sanctions; restrictive tax regulations; dividend limitations; price controls; currency exchange controls or other transfer or exchange restrictions; difficulty in enforcing contracts; nationalization or expropriation of assets; imposition of limits on foreign ownership of local companies; and public or political criticism of our business and operations.

Tax, Regulatory and Legal Risks

We may be required to reduce the carrying value of our deferred income tax assets or establish an additional valuation allowance against the deferred income tax assets.

We evaluate and test our ability to realize our deferred tax assets on a quarterly basis. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. In assessing the more likely than not criteria, we consider future taxable income as well as prudent tax planning strategies.

Reductions to deferred income taxes could occur if: (i) there are significant changes to federal tax policy; (ii) our business does not generate sufficient taxable income; (iii) there is a significant decline in the fair market value of our investment portfolio; or (iv) our tax planning strategies are not feasible. Additionally, future changes in facts, circumstances, or tax law, including a reduction in federal corporate tax rates, may result in a reduction in the carrying value of our deferred income tax assets and the RBC ratios of our insurance subsidiaries or an increase in the valuation allowance. A reduction in the carrying value of our deferred income tax assets, a reduction in the RBC ratios of our insurance subsidiaries, or an increase in the valuation allowance could have a material adverse effect on our results of operations and financial condition.

We have significant deferred tax assets on our available-for-sale portfolio due to unrealized losses. Future increases to interest rates or the occurrence of other unexpected circumstances, such as changes in the economic environment, liquidity and investment strategy, could result in recording a related valuation allowance on our deferred tax assets in a future period.

We have estimated our deferred tax assets based on projections of future taxable income and on tax planning related to unrealized gains on investment assets. To the extent that our estimates of future taxable income decrease or if actual future taxable income is less than the projected amounts, recognition of our deferred tax assets may be reduced. Also, to the extent that unrealized gains decrease, the tax benefit may be reduced. Any reduction, including a reduction associated with a decrease in tax rate, in our deferred tax assets may be recorded as a tax expense.

Our ability to use certain beneficial deferred tax assets may become subject to limitations.

Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), operate as anti-abuse rules, the general purpose of which is to prevent trafficking in tax losses and credits, but which can apply without regard


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to whether a "loss trafficking" transaction occurs or is intended. These rules are triggered by the occurrence of an ownership change—generally defined as when the ownership of a company, or its parent, changes by more than 50% (measured by value) on a cumulative basis in any three-year period ("Section 382 event"). If triggered, the amount of the taxable income for any post-change year which may be offset by a pre-change loss is subject to an annual limitation. This limitation is generally derived by multiplying the fair market value of the company immediately before the date of the Section 382 event by the applicable federal long-term tax-exempt rate. If we were to experience a Section 382 event, this could impact our ability to obtain tax benefits from Voya's significant existing deferred tax assets as well as future losses and deductions.

Changes in tax laws and interpretations of existing tax law, including recent U.S. tax law changes, could impact the taxation of our operations or impact the ability of our insurance company subsidiaries to make distributions to Voya Financial, Inc. or make our products less attractive to customers.

Changes in tax law, as well as changes in interpretation and enforcement of existing tax laws, could increase our future tax costs, reducing our profitability. For example, the Inflation Reduction Act of 2022 includes a 15% corporate alternative minimum tax ("CAMT") on the adjusted financial statement income of large corporations. In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. Finalizing regulations will take time, and the final regulations may differ materially from the proposed regulations. While we do not expect to be subject to the CAMT for 2024, we are continuing to review the proposed regulations, and our CAMT determination will need to be evaluated in light of future guidance. If the CAMT applies, we will be required to pay tax at the 15% CAMT rate despite our U.S. Federal net operating loss carryforwards, which could adversely impact our business, financial condition, results of operations and liquidity. Additionally, any tax liability may create variability in the amount of cash taxes that we pay, which may affect our ordinary dividend or share buyback capacity. Other changes in tax law, including in relation to the extension of expiring provisions of the 2017 Tax Cuts and Jobs Act, may also impact the taxation of our operations and increase our tax costs. The substance, timing and likelihood of any such changes are uncertain.

Changes or clarifications in tax law could cause further reductions to the statutory deferred tax assets and RBC ratios of our insurance subsidiaries. A reduction in the statutory deferred tax assets or RBC ratios may impact the ability of the affected insurance subsidiaries to make distributions to us and consequently could negatively impact our ability to pay dividends to our stockholders and service our debt.

Current U.S. federal income tax law permits tax-deferred accumulation of income earned under life insurance and annuity products, and permits exclusion from taxation of death benefits paid under life insurance contracts. Changes in tax laws that restrict these tax benefits could make some of our products less attractive to customers. Reductions in individual income tax rates or estate tax rates could also make some of our products less advantageous to customers. Changes in federal tax laws that reduce the amount an individual can contribute on a pre-tax basis to an employer-provided, tax-deferred product (either directly by reducing current limits or indirectly by changing the tax treatment of such contributions from exclusions to deductions), or that would limit an individual’s aggregate amount of tax-deferred savings could make our Wealth Solutions products less attractive to customers.

Our business and those of our affiliates are heavily regulated and our products and services are subject to extensive regulation. Changes in regulation or the application of regulation or the failure to meet complex product requirements may reduce our profitability.

We are subject to detailed insurance, asset management and other financial services laws and government regulation. Our products are subject to a complex and extensive array of state and federal tax, securities, insurance and employee benefit plan laws and regulations, which are administered and enforced by different governmental and self-regulatory authorities, including state insurance regulators, state securities administrators, state banking authorities, the SEC, FINRA, the DOL and the IRS.

Our insurance subsidiaries are regulated by the insurance departments of the states in which they are domiciled and the states in which they are licensed. State insurance regulators, the NAIC and other regulatory bodies regularly reexamine existing laws and regulations applicable to insurance companies and their products. See —Regulation—Insurance Regulation in Part I, Item 1. of this Annual Report on Form 10-K. Changes in these laws and regulations, or in interpretations thereof, are often made for the protection of the policyholding consumer and not necessarily creditors or investors of the insurer and could materially and adversely affect our business, results of operations or financial condition.

U.S. federal income tax law imposes requirements relating to insurance and annuity product design, administration and investments that are conditions for beneficial tax treatment of such products under the Internal Revenue Code. Additionally, state and federal securities and insurance laws impose requirements relating to investment, insurance and annuity product


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design, offering, distribution and administration. Failure to manage or administer product features in accordance with contract provisions or applicable law, or to meet any of these complex tax, securities, or insurance requirements, could subject us to administrative penalties imposed by a particular governmental or self-regulatory authority, unanticipated costs associated with remedying such failure or other claims, or harm to our reputation. Such penalties, costs, or harm could adversely impact our operations or profitability.

Regulatory agencies have broad administrative power over many aspects of our business. Our state insurance regulators may require our life insurance subsidiaries who are admitted to transact business in such states to participate in guaranty associations, which raise funds to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. This can result in the imposition of extraordinary assessments on such insurance subsidiaries. Other aspects of our business which are regulated may include ethical issues, privacy, recordkeeping and marketing and sales practices. Also, bank regulators and other supervisory authorities in the U.S. and elsewhere continue to scrutinize payment processing and other transactions under regulations governing such matters as money-laundering, prohibited transactions with countries subject to sanctions, and bribery or corruption.

Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in laws and regulations may materially increase the cost of compliance and other expenses of doing business. Compliance risks may arise where applicable regulations may be unclear, subject to multiple interpretations or under development. Regulations may conflict with one another, regulators may revise their previous guidance or courts may overturn previous rulings, all of which could affect our ability to meet applicable standards. New laws and regulations at the federal and state level, as well as in jurisdictions outside of the U.S., can limit our ability to offer new products or continue to offer existing products. In addition, policymaking at both the federal and state level and some areas of regulation affecting our business have become increasingly subject to politicization that could subject us to potentially conflicting requirements in serving clients and to increased government, client, or media scrutiny. as well as legal challenges.

Regulatory investigations and enforcement actions may reduce profitability.

Governmental scrutiny with respect to matters relating to compensation, compliance with regulatory and tax requirements, environmental laws and business practices in the financial services industry has increased significantly in the past several years and has resulted in more aggressive and intense regulatory supervision and enforcement. Press coverage, social media commentary, and other public statements that assert some form of wrongdoing, regardless of the factual basis for the assertions being made, can lead to increased inquiries or investigation by regulators, legislators or law enforcement officials or in lawsuits. Such developments could also have a negative impact on our reputation and on business retention and new sales, which could adversely affect our business and results of operations.

Regulators and other authorities have the power to bring administrative or judicial proceedings against us, which could result, among other things, in suspension or revocation of our licenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action which could materially harm our results of operations and financial condition. If we fail to address, or appear to fail to address, appropriately any of these matters, our reputation could be harmed and we could be subject to additional legal risk, which could increase the size and number of claims and damages asserted against us or subject us to enforcement actions, fines and penalties.

Past or future misconduct by our employees, agents, intermediaries, representatives of our broker-dealer and investment adviser subsidiaries or employees of our vendors could result in violations of law by us or our subsidiaries, regulatory sanctions or serious reputational or financial harm, and the precautions we take to prevent and detect this activity may not be effective in all cases. Although we employ controls and procedures designed to monitor employees' and associates' business decisions and to prevent us from taking excessive or inappropriate risks, employees and associates may take such risks regardless of such controls and procedures. Our compensation policies and practices are reviewed by us as part of our overall risk management program, but it is possible that such compensation policies and practices could inadvertently incentivize excessive or inappropriate risk taking. If our employees or associates take excessive or inappropriate risks, those risks could harm our reputation and have a material adverse effect on our results of operations and financial condition. Future legislation or regulation or governmental views on compensation may result in us altering compensation practices in ways that could adversely affect our ability to attract and retain talented employees.

For a description of certain regulatory inquiries affecting the Company, see the Litigation, Regulatory Matters and Loss Contingencies section of the Commitments and Contingencies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.


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A decrease in the RBC ratio (as a result of a reduction in statutory surplus or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance regulators and rating agencies and have a material adverse effect on our business, results of operations and financial condition.

The NAIC has established regulations that provide minimum capitalization requirements based on RBC formulas for insurance companies. The RBC formula for life insurance companies establishes capital requirements relating to asset, insurance, interest rate and business risks, including equity, interest rate and expense recovery risks. Each of our insurance subsidiaries is subject to RBC standards or other minimum statutory capital and surplus requirements imposed under the laws of its respective jurisdiction of domicile. For additional discussion of how the NAIC calculates RBC ratios, see —Regulation—Insurance Regulation—Financial Regulation—Risk-Based Capital in Part I, Item 1. of this Annual Report on Form 10-K.

In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors. Many of these factors are outside of our control. Our financial strength and credit ratings are significantly influenced by statutory surplus amounts and RBC ratios. In addition, rating agencies may implement changes to their own internal models, which differ from the RBC capital model, that have the effect of increasing or decreasing the amount of statutory capital we or our insurance subsidiaries should hold relative to the rating agencies' expectations. To the extent that any of our insurance subsidiary's RBC ratios are deemed to be insufficient, we may seek to take actions to increase its capitalization or reduce the capitalization requirements. If we were unable to accomplish such actions, the rating agencies may view this as a reason for a ratings downgrade.

The failure of any of our insurance subsidiaries to meet its applicable RBC or minimum capital and surplus requirements could subject it to further examination or corrective action imposed by insurance regulators, including limitations on its ability to write additional business, supervision by regulators or seizure or liquidation. Any corrective action imposed could have a material adverse effect on our business, results of operations and financial condition. A decline in RBC ratios, whether or not it results in a failure to meet applicable RBC requirements, may still limit the ability of an insurance subsidiary to make dividends or distributions to Voya Financial, Inc., could result in a loss of customers or new business, and could be a factor in causing ratings agencies to downgrade the insurer’s financial strength ratings, each of which could have a material adverse effect on our business, results of operations and financial condition.

Litigation may adversely affect our profitability and financial condition.

We are, and may be in the future, subject to legal actions in the ordinary course of our business operations. Some of these legal proceedings may be brought on behalf of a class. Plaintiffs may seek large or indeterminate amounts of damage, including compensatory, liquidated, treble or punitive damages. Our reserves for litigation may prove to be inadequate and insurance coverage may not be available or may be declined for certain matters. It is possible that our results of operations or cash flows in a particular interim or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation depending, in part, on the results of operations or cash flows for such period. Given the large or indeterminate amounts sometimes sought, and the inherent unpredictability of litigation, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation matters could have a material adverse effect on our financial condition.

Changes in accounting standards could adversely impact our reported results of operations and our reported financial condition.

Our financial statements are subject to the application of U.S. GAAP, which is periodically revised or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board ("FASB"). It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse effect on our results of operations and financial condition.

For additional information regarding new accounting standards, see the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Item 1B. Unresolved Staff Comments

None.


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Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We maintain an information security program that seeks to comply with applicable regulatory requirements. The information security team, led by the Chief Information Security Officer ("CISO"), implements appropriate measures designed to safeguard sensitive information and protect our operations and systems against cyber threats. The information security team carries out continuous monitoring and evaluation of Voya’s technology and digital infrastructure with the goal of identifying and assessing threats and proactively mitigating potential risks. The CISO and the information security team provide regular updates to Voya's senior management, as further described under Cybersecurity Governance below.

In addition, as part of its risk management strategy, Voya has an established and integrated cybersecurity incident response plan that focuses on incident detection, management and response. The information security team periodically reviews and updates the plan and tests playbooks within the plan through tabletop exercises.

Voya's information security team is responsible for identifying, assessing, and managing cyber risk, with support from Voya's operational risk management team. Information security control tasks are performed under the direction and guidance of the CISO, who is designated under Voya’s risk management principles and policies to oversee the evaluation and mitigation of information security risks. Information security management is integrated into Voya’s overall risk management framework, which provides for a coordinated approach to addressing cybersecurity risk.

As part of Voya’s overall information security program, we may engage and retain external assessors and consultants to help improve our security, stay aligned with industry best practices, evaluate external threats and, on an as-needed basis, perform forensic reviews of cybersecurity-related incidents or independent security assessments.

With regard to risks posed by third-party vendors and service providers, Voya has a dedicated team that is responsible for evaluating, assessing, and addressing those risks, with the ultimate goal of protecting sensitive information and the security of our operations and systems supported by those vendors and providers using a risk-based approach. This team conducts due diligence on third-party vendors and service providers, including evaluating their information security controls and related measures, to identify potential risks and implement appropriate controls.

Technology risks, including cybersecurity threats, undergo a thorough risk management assessment. We evaluate risks quantitatively and qualitatively to determine both the probability and potential severity of such risks and whether any such risks could materially affect Voya. We have experienced and may continue to experience cybersecurity incidents and threats that could materially affect our business strategy, results of operations or financial condition. There have been no known cybersecurity incidents that have materially affected us in the past three years. For more information about the cybersecurity related risks that we face, see Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business in Risk Factors in Item 1A of this Annual Report on Form 10-K.

Cybersecurity Governance

As detailed above, the CISO and the information security team regularly assess and manage cybersecurity risks. Voya's information security leadership team has extensive information technology and information security experience, and the full team comprises over 100 employees with over 150 certifications from leading information security certification organizations. The CISO, who oversees the organization supporting the day-to-day operations of our information security program, brings over 30 years of professional IT experience in financial services. Before assuming his current role, the CISO served as Voya's Chief Technology Officer, where he was responsible for our infrastructure, cloud, and business resiliency office. Additional management of cybersecurity risks is conducted by Voya's Technology and Operational Risk Committee ("TORC"), which has been delegated authority by Voya's Management Risk Committee to provide oversight of operational risk, including information and technology risk, as well as related legal, compliance and regulatory risks. Members of the TORC include senior management with relevant expertise in operations, technology, information security, legal, compliance, data privacy and operational risk management. The information security team participates in the TORC meetings to discuss cybersecurity risks and mitigation treatment. The TORC provides guidance and direction in assessing, addressing, mitigating and monitoring cybersecurity risks within Voya.


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Voya’s Board committees include the Risk Committee, which provides support to the Board in its oversight of information technology, including cybersecurity risk. To assist the Board in fulfilling its oversight function, the Risk Committee is responsible for overseeing cybersecurity risk and collaborates with the Audit Committee on the related disclosures. The Risk Committee receives regular updates from the CISO on cybersecurity-related matters and reports regularly to the full Board.

Item 2. Properties

As of December 31, 2024, we owned or leased 74 locations in the U.S. and elsewhere, totaling approximately 1.8 million square feet, of which approximately 849 thousand square feet was owned properties and approximately 994 thousand square feet was leased properties. We believe that our owned and leased properties are suitable and adequate for our current business operations.

Item 3. Legal Proceedings

See the Litigation, Regulatory Matters and Loss Contingencies section of the Commitments and Contingencies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for a description of our material legal proceedings.

Item 4. Mine Safety Disclosures

Not Applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Issuer Common Equity

Voya Financial, Inc.'s common stock, par value $0.01 per share, trades on the New York Stock Exchange under the symbol "VOYA".

The declaration and payment of dividends is subject to the discretion of our Board of Directors and depends on Voya Financial, Inc.'s financial condition, results of operations, cash requirements, future prospects, regulatory restrictions on the payment of dividends by Voya Financial, Inc.'s other insurance subsidiaries and other factors deemed relevant by the Board. The payment of dividends is also subject to restrictions under the terms of our junior subordinated debentures in the event we should choose to defer interest payments on those debentures. Additionally, our ability to declare or pay dividends on shares of our common stock will be substantially restricted in the event that we do not declare and pay (or set aside) dividends on the Series A and Series B Preferred Stock for the last preceding dividend period. See Liquidity and Capital Resources in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K for further information regarding common stock dividends.

At February 14, 2025, there were 73 stockholders of record of common stock. Stockholders of record include institutional or omnibus accounts that hold common stock for many underlying investors.


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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 December 31, 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	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3)
						(in millions)
October 1, 2024 - October 31, 2024	1,050,726	$	80.77		997,994	$	801
November 1, 2024 - November 30, 2024	723,212	83.92		(2)	708,061	761
December 1, 2024 - December 31, 2024	33,135	77.56			—	761
Total	1,807,073	$	81.97		1,706,055	N/A

(1) In connection with 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 December 31, 2024, there was an increase of 101,018 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 stock on September 12, 2024 of $75.34. The arrangement closed on November 5, 2024 and an additional 222,007 shares were delivered based on the daily volume-weighted average price 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.

For equity compensation information, refer to the Share-based Incentive Compensation Plans Note in our Consolidated Financial Statements in Part II, Item 8. and to Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this Annual Report on Form 10-K.

Item 6. Reserved

Item 7. 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 results of operations for the years ended December 31, 2024 and 2023, and financial condition as of December 31, 2024 and 2023. This item should be read in its entirety and in conjunction with the Consolidated Financial Statements and related notes contained in Part II, Item 8. of this Annual Report on Form 10-K. For discussion and analysis of our results of operations for the years ended December 31, 2023 and 2022, refer to our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024.

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


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We have evolved as a company through the divestiture of substantially all of our closed block variable annuity, life insurance and legacy non-retirement annuity businesses and related assets. These divestitures align with our strategic focus on a capital light, high free cash flow business that maximizes value for our shareholders through capital return and accelerated profitable revenue growth while proactively managing risk. We have returned approximately $800 million of capital to our shareholders through share repurchases and dividends and generated excess capital of approximately $650 million during 2024, while making strategic investments in our Workplace Solutions and Investment Management businesses.

We are focused on executing our mission to make a secure financial future possible—one person, one family and one institution at a time. Voya’s scale, business mix, risk profile, and strong free cash flow generation are competitive differentiators, and we have a clear path to increasing free cash flow generation and Adjusted operating earnings growth via net revenue growth, margin expansion, and disciplined capital management. 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.

Health Solutions


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Investment Management

Business Update

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 and provides us with improved strategic and operational flexibility. As part of the purchase consideration, an upfront payment of $53 million was made at closing. We recorded a gain of $45 million in relation to the revaluation of the existing investment in Voya India which was recorded in Net gains (losses) in the Consolidated Statements of Operations for the year ended December 31, 2023. Net assets acquired as part of this transaction included goodwill of $102 million.

On January 24, 2023, we completed the acquisition of Benefitfocus, an industry-leading benefits administration technology company that serves U.S. employers, health plans and brokers for a total purchase consideration of $595 million. Benefitfocus helps organizations simplify the complexity of benefits administration. Benefitfocus solutions have a personalized user-friendly interface designed for people to choose and access a broad line-up of workplace benefits. In connection with the acquisition, we incurred $3 million and $37 million of integration expenses for the years ended December 31, 2024 and 2023, respectively. These expenses include severance, consulting and business integration expenses and are recorded in Operating expenses in the period they are incurred. These expenses are classified as a component of Other adjustments to Income (loss) before income taxes and consequently are not included in the adjusted operating results of our segments.


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Trends and Uncertainties

Throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we discuss a number of trends and uncertainties that we believe may materially affect our future liquidity, financial condition or results of operations. Where these trends or uncertainties are specific to a particular aspect of our business, we often include such a discussion under the relevant caption of this MD&A, as part of our broader analysis of that area of our business. In addition, the following factors represent some of the key general trends and uncertainties that have influenced the development of our business and our historical financial performance and that we believe will continue to influence our continuing business operations and financial performance in the future.

Market Conditions

Extraordinary monetary accommodation to support a global economy negatively impacted by the pandemic is being unwound.

Inflationary pressures related to easing monetary and fiscal policies, stagflationary, and global supply chain frictions, have been addressed by sharply tighter monetary policy. As the continued impact of sharply tighter global monetary policy works through the real economy, an increase in market volatility could affect our business, including through effects on the rate and spread component of yields we earn on invested assets, changes in required reserves and capital, and fluctuations in the value of our AUM and AUA. These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation, levels of global trade, and geopolitical risk. In the short- to medium-term, the potential for increased volatility and slowing economic growth can pressure sales and reduce demand as consumers hesitate to make financial decisions. Financial performance can be adversely affected by market volatility as fees driven by AUM fluctuate, hedging costs increase and revenue declines due to reduced sales and increased outflows. As a company with strong retirement, investment management and insurance capabilities, however, we believe the market conditions noted above may, over the long term, enhance the attractiveness of our broad portfolio of products and services. We will need to continue to monitor the behavior of our customers and other factors, including mortality rates, morbidity rates, and lapse rates, which adjust in response to changes in market conditions in order to ensure that our products and services remain attractive as well as profitable. For additional information on our sensitivity to interest rates and equity market prices, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual Report on Form 10-K.

Interest Rate Environment

We believe the interest rate environment will continue to influence our business and financial performance in the future for several reasons, including the following:

•Our general account investment portfolio, which was approximately $34.7 billion as of December 31, 2024, consists predominantly of fixed income investments. At prevailing interest rate levels, new money investments or reinvestment of proceeds from maturities and asset paydowns are likely to be accretive to the overall portfolio earned rate. Higher interest rates, however, also reduce the prices of fixed income investments and the proceeds of bonds that are sold before maturity in the secondary market.

•Several of our products pay credited rates such as fixed accounts and a portion of the stable value accounts included within defined contribution retirement plans. During periods of rising interest rates, credited rates on our products generally lag the current market rates, which can result in elevated outflows from these products due to the availability of higher return investment options.

For additional information on the impact of the interest rate environment, see The level of interest rates may adversely affect our profitability, particularly during a period of rapidly increasing interest rates or in the event of a recurrence of a low interest rate environment in Risk Factors in Part I, Item 1A. of this Annual Report on Form 10-K. Also, for additional information on our sensitivity to interest rates, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual Report on Form 10-K.


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Seasonality and Other Matters

Our business results can vary from quarter to quarter as a result of seasonal factors. For all of our segments, the first quarter of each year typically has elevated operating expenses, reflecting higher payroll taxes, equity compensation grants, and certain other expenses that tend to be concentrated in the first quarter. Additionally, alternative investment income tends to be lower in the first quarter. Other seasonal factors that affect our business include:

Wealth Solutions

•The first quarter of each year tends to have the highest level of recurring deposits in Corporate Markets, due to the increase in participant contributions from the receipt of annual bonus award payments or annual lump sum matches and profit sharing contributions made by many employers. Corporate Market withdrawals also tend to increase in the first quarter as departing sponsors change providers at the start of a new year.

•In the third quarter of each year, education tax-exempt markets typically have the lowest recurring deposits, due to the timing of vacation schedules in the academic calendar.

•The fourth quarter of each year tends to have the highest level of single/transfer deposits due to new Corporate Market plan sales as sponsors transfer from other providers when contracts expire at the fiscal or calendar year-end. Recurring deposits in the Corporate Market may be lower in the fourth quarter as higher paid participants scale back or halt their contributions upon reaching the annual maximums allowed for the year. Finally, Corporate Market withdrawals tend to increase in the fourth quarter, as in the first quarter, due to departing sponsors.

Health Solutions

•The first quarter of each year tends to have the highest Group Life loss ratio. Sales for Group Life, Stop Loss, and Voluntary Benefits also tend to be the highest in the first quarter, as most of our contracts have January start dates in alignment with the start of our clients' fiscal years.

•The third quarter of each year tends to have the second highest Group Life, Stop Loss, and Voluntary Benefits sales, as a large number of our contracts have July start dates in alignment with the start of our clients' fiscal years.

•The fourth quarter of each year tends to have higher Voluntary Claims. This seasonality is generally driven by policyholders reassessing past incidents at the end of the year and during annual open enrollment. Adjustments are made in the incurred but not reported reserve to address seasonal effects.

Investment Management

•In the fourth quarter of each year, performance fees are typically higher due to certain performance fees being associated with calendar-year performance against established benchmarks and hurdle rates.

In addition to these seasonal factors, our results are impacted by the annual review of assumptions related to future policy benefits, which we generally complete in the third quarter of each year, and annual remeasurement related to our employee benefit plans, which we generally complete in the fourth quarter of each year. See Critical Accounting Judgments and Estimates in Part II, Item 7. of this Annual Report on Form 10-K for further information.

Results of Operations

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 to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Assets Under Management ("AUM") and Assets Under Advisement ("AUA")

A substantial portion of our fees, other charges and margins are based on AUM. AUM represents on-balance sheet assets supporting customer account values/liabilities and surplus as well as off-balance sheet institutional/mutual funds. Customer account values reflect the amount of policyholder equity that has accumulated within retirement, annuity and universal-life type products.

AUM includes general account assets managed by our Investment Management segment in which we bear the investment risk, separate account assets in which the contract owner bears the investment risk, and off-balance sheet institutional/mutual funds. AUM-based revenues increase or decrease with a rise or fall in the amount of AUM, whether caused by changes in capital markets or by net flows. AUM is principally affected by net deposits (i.e., new deposits, less surrenders and other outflows) and


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investment performance (i.e., interest credited to contract owner accounts for assets that earn a fixed return or market performance for assets that earn a variable return). Separate account AUM and institutional/mutual fund AUM include assets managed by our Investment Management segment, as well as assets managed by third-party investment managers. Our Investment Management segment reflects the revenues earned for managing affiliated assets for our other segments as well as assets managed for third parties.

AUA represents accumulated assets on contracts pursuant to which we provide administrative and advisement services, distribution coverage, relationship management, client servicing, and product guarantees for assets managed by third parties. These contracts are not insurance contracts and the assets are excluded from the Consolidated Financial Statements. Fees earned on AUA are generally based on the number of participants, asset levels or the level of services or product guarantees that are provided.

Our consolidated AUM/AUA includes eliminations of AUM/AUA managed by our Investment Management segment that is also reflected in other segments’ AUM/AUA and adjustments for AUM not reflected in any segments.

The following table presents AUM and AUA as of the dates indicated:


	As of December 31,
($ in millions)	2024		2023
AUM and AUA:
Wealth Solutions	$	612,205	$	544,319
Health Solutions	1,993		1,833
Investment Management	389,605		377,744
Eliminations/Other	(110,283)		(110,383)
Total AUM and AUA(1)	$	893,520	$	813,513

AUM	$	504,282	$	462,079
AUA	389,238		351,434
Total AUM and AUA(1)	$	893,520	$	813,513

(1) Includes AUM and AUA related to divested businesses, for which a substantial portion of the assets continue to be managed by our Investment Management segment.

Terminology Definitions

Sales Statistics

In our discussion of our segment results under Results of Operations—Segment by Segment, we sometimes refer to sales activity for various products. The term "sales" is used differently for different products, as described more fully below. These sales statistics do not correspond to revenues under U.S. GAAP and are used by us as operating statistics underlying our financial performance.

Net flows are deposits less redemptions (including benefits and other product charges).

Sales for Health Solutions products are based on a calculation of annual premiums, which represent regular premiums on new policies, plus a portion of new single premiums.

Total gross premiums and deposits are defined as premium revenue and deposits for policies written and assumed. This measure provides information as to growth and persistency trends related to premium and deposits.

Other Measures

Net Revenue is a non-GAAP measure defined as Adjusted Operating Revenues less Interest credited and other benefits to contract owners/policyholders.

Total annualized in-force premiums and fees are defined as a full year of premium at the rate in effect at the end of the period. This measure provides information as to the growth and persistency trends in premium and fee revenue.


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Interest adjusted loss ratios are defined as the ratio of benefits expense to premium revenue exclusive of the discount component in the change in benefit reserve. This measure reports the loss ratio related to mortality on life products and morbidity on health products.

Net gains (losses) and Net investment gains (losses) include changes in the fair value of derivatives. Increases in the fair value of derivative assets or decreases in the fair value of derivative liabilities result in gains. Decreases in the fair value of derivative assets or increases in the fair value of derivative liabilities result in losses.

Results of Operations - Company Consolidated

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


	Year Ended December 31,
($ in millions)	2024		2023		Change
Revenues:
Net investment income	$	2,074	$	2,159	$	(85)
Fee income	2,113		1,916		197
Premiums	3,176		2,717		459
Net gains (losses)	(27)		(72)		45
Other revenue	423		327		96
Income (loss) related to consolidated investment entities	291		301		(10)
Total revenues	8,050		7,348		702
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	3,619		3,036		583
Operating expenses	3,082		3,096		(14)
Net amortization of Deferred policy acquisition costs and Value of business acquired	223		230		(7)
Interest expense	124		132		(8)
Operating expenses related to consolidated investment entities	203		176		27
Total benefits and expenses	7,251		6,670		581
Income (loss) before income taxes	799		678		121
Income tax expense (benefit)	57		(51)		108
Net income (loss)	742		729		13


Less: Net income (loss) attributable to noncontrolling interest	75		104		(29)
Less: Preferred stock dividends	41		36		5
Net income (loss) available to our common shareholders	$	626	$	589	$	37

Consolidated - Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Total Revenues

Total Revenues increased $702 million from $7,348 million to $8,050 million. The following items contributed to the overall increase.

Net investment income decreased $85 million from $2,159 million to $2,074 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.


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The decrease was partially offset by:

•overall market impacts to limited partnership valuations.

Fee income increased $197 million from $1,916 million to $2,113 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 period.

Premiums increased $459 million from $2,717 million to $3,176 million primarily due to:

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

Net gains (losses) improved $45 million from a loss of $72 million to a loss of $27 million primarily due to:

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

The improvement was partially offset by:

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

•an unfavorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements.

Other revenue increased $96 million from $327 million to $423 million primarily due to:

•an increase in other interest income due to actions to increase the yield on cash balances; and

•performance fees realized in Investment Management.

The increase was partially offset by:

•the absence of transition services agreements revenue recognized in the prior period associated with the Individual Life Transaction that occurred in 2021.

Income related to consolidated investment entities decreased $10 million from $301 million to $291 million primarily due to:

•overall market impacts to limited partnership valuations.

The decrease was partially offset by:

•an increase in interest income and fair value changes in collateralized loan obligations.

Total Benefits and Expenses

Total benefits and expenses increased by $581 million from $6,670 million to $7,251 million. The following items contributed to the overall increase.

Interest credited and other benefits to contract owners/policyholders increased $583 million from $3,036 million to $3,619 million primarily due to:

•an increase in benefits to policyholders in Health Solutions due to adverse claims experience, including a higher loss ratio for Stop Loss and higher claims in Voluntary products due to greater utilization of benefits; and

•in-force business growth in Health Solutions.


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The increase was partially offset by:

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

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

•favorable 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);

•a favorable change from the annual assumption update in Health Solutions; and

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

Operating expenses decreased $14 million from $3,096 million to $3,082 million primarily due to:

•actions to efficiently manage spend;

•the absence of closing costs incurred in the prior period and lower integration costs associated with recent acquisitions in the current period;

•a larger net actuarial gain related to pension and other postretirement benefit obligations recorded in the current period. For further information, see Critical Accounting Judgements and Estimates - Employee Benefits Plans in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K;

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

•lower severance costs incurred in the current period; and

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

The decrease was partially offset by:

•an increase in operating segment expenses driven by growth and investments in our business; and

•the absence of a net favorable adjustment to acquisition-related assets and liabilities recorded in the prior period and the write-off of management contract rights associated with a prior acquisition in the current period.

Operating expenses related to consolidated investment entities increased $27 million from $176 million to $203 million primarily due to:

•an increase in interest costs of limited partnerships due to newly consolidated investment entities.

Income Tax Expense/Benefit

Income tax expense/benefit changed $108 million from a benefit of $51 million to an expense of $57 million primarily due to:

•the difference in the Security Life of Denver Company capital loss benefit that was recorded in 2024 and 2023. For more details, see the Income Taxes Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K;

•an increase in income before income taxes;

•the non-taxable Voya India gain in 2023; and

•a decrease in noncontrolling interest.


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Adjustments from Income (Loss) before Income Taxes to Adjusted Operating Earnings (Loss) before Income Taxes

For additional information on the reconciliation adjustments listed below, see the Segments Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.


	Year Ended December 31,
	2024		2023		Change
Income (loss) before income taxes	$	799	$	678	$	121

Less adjustments:
Net investment gains (losses)	50		(15)		65
Income (loss) related to businesses exited or to be exited through reinsurance or divestment	(142)		(182)		40
Income (loss) attributable to noncontrolling interests	75		104		(29)
Dividend payments made to preferred shareholders	41		36		5
Other adjustments(1)	(95)		(180)		85
Total adjustments to income (loss) before income taxes	(71)		(237)		166

Total adjusted operating earnings before income taxes	$	870	$	916	$	(46)

Adjusted operating earnings before income taxes by segment:
Wealth Solutions	$	820	$	632	$	188
Health Solutions	40		315		(275)
Investment Management	278		225		53
Corporate	(205)		(208)		3
Total including Allianz noncontrolling interest	933		964		(31)
Less: Earning (loss) attributable to Allianz noncontrolling interest	63		48		15
Total	$	870	$	916	$	(46)

(1) Primarily consists of acquisition and integration costs associated with recent transactions and amortization of acquisition-related intangible assets. For the year ended December 31, 2024, also includes $15 million, pre-tax, of severance costs, a $15 million, pre-tax, write-off of an intangible asset related to a prior acquisition, a $10 million, pre-tax, write-off of previously capitalized costs associated with an internal technology project which is no longer being pursued, and $5 million, pre-tax, related to an insurance company guaranty fund assessment net of premium tax credits, partially offset by a $26 million, pre-tax, net actuarial gain related to pension and other postretirement benefit obligations. For the year ended December 31, 2023, also includes $35 million, pre-tax, of severance costs, a $22 million, pre-tax, net favorable adjustment to certain acquisition-related assets and liabilities, and a $17 million, pre-tax, impairment related to a vacated leased building.

Net investment gains (losses) changed $65 million from a loss of $15 million to a gain of $50 million primarily due to:

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

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

•an unfavorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements.

Income (loss) related to businesses exited through reinsurance or divestment improved $40 million from a loss of $182 million to a loss of $142 million primarily due to:

•a smaller unfavorable impact from the annual assumption update; and

•the absence of a litigation reserve recorded in the prior period.


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Other adjustments improved $85 million from a loss of $180 million to a loss of $95 million primarily due to:

•the absence of closing costs incurred in the prior period and lower integration costs associated with recent acquisitions in the current period;

•a larger net actuarial gain related to pension and other postretirement benefit obligations recorded in the current period;

•lower severance costs incurred in the current period; and

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

The improvement was partially offset by:

•one-time expenses in the current period not indicative of ongoing performance related to a write-off of previously capitalized costs associated with an internal technology project which is no longer being pursued and a guaranty fund assessment, net of premium tax benefits.

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 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 Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K 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:


	Year Ended December 31,
($ in millions)	2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	1,733	$	1,737
Fee income	1,099		966
Other revenue	73		74
Total adjusted operating revenues	2,905		2,776
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	849		895
Operating expenses	1,153		1,162
Net amortization of DAC/VOBA	83		88
Total operating benefits and expenses	2,085		2,144
Adjusted operating earnings before income taxes	$	820	$	632


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


	Year Ended December 31,
($ in millions)	2024			2023
Adjusted operating earnings before income taxes	$	820		$	632

Total adjusted operating revenues	2,905			2,776
Less: Interest credited and other benefits to contract owners/policyholders	849			895
Net revenue	$	2,056		$	1,881

Adjusted operating margin(1)	39.9		%	33.6		%

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

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


	As of December 31,
($ in millions)	2024		2023
Full Service	$	208,448	$	185,379
Recordkeeping	340,254		298,120
Total Defined Contribution	548,702		483,499
Investment-only Stable Value	34,557		35,188
Retail Client and Other Assets(1)	36,756		32,840
Eliminations	(7,811)		(7,208)
Total Client Assets	$	612,205	$	544,319

(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 December 31,
($ in millions)	2024		2023
Fee-based	$	524,476	$	457,089
Spread-based(1)	29,768		31,327
Investment-only Stable Value	34,557		35,188
Retail Client Assets	31,214		27,923
Eliminations	(7,811)		(7,208)
Total Client Assets	$	612,205	$	544,319

(1) Spread-based client assets includes a portion of Full Service, as well as proprietary IRA mutual fund products and other guaranteed payout products.


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The following table presents Full Service, Recordkeeping, and Stable Value net flows for our Wealth Solutions segment for the periods indicated:


	As of December 31,
($ in millions)	2024		2023
Full Service - Corporate markets:
Deposits	$	18,051	$	16,591
Surrenders, benefits and product charges	(18,263)		(14,627)
Net flows	(212)		1,964
Full Service - Tax-exempt markets:
Deposits	7,194		5,585
Surrenders, benefits and product charges	(8,232)		(10,495)
Net flows	(1,038)		(4,910)
Total Full Service Net Flows	$	(1,250)	$	(2,945)

Recordkeeping and Stable Value:
Recordkeeping Net Flows	$	3,200	$	7,437
Investment-only Stable Value Net Flows	$	(2,724)	$	(4,265)

Wealth Solutions - Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Adjusted operating earnings before income taxes increased $188 million from $632 million to $820 million primarily due to:

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

•actions to improve portfolio and cash yields and to efficiently manage spend.

The increase was partially offset by:

•lower investment spread income, net of lower interest credited, primarily due to lower spread-based assets resulting from participant surrenders, partially offset by higher alternative investment income.

Health Solutions

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


	Year Ended December 31,
($ in millions)	2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	147	$	135
Fee income	71		75
Premiums	3,154		2,673
Other revenue	205		198
Total adjusted operating revenues	3,577		3,082
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	2,602		1,895
Operating expenses	900		839
Net amortization of DAC/VOBA	36		33
Total operating benefits and expenses	3,537		2,767
Adjusted operating earnings before income taxes(1)	$	40	$	315

(1)The years ended December 31, 2024 and 2023 include impacts related to the annual review of assumptions. See Critical Accounting Judgments and Estimates in Part II, Item 7. of this Annual Report on Form 10-K 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:


	Year Ended December 31,
($ in millions)	2024			2023
Adjusted operating earnings before income taxes	$	40		$	315

Total adjusted operating revenues	3,577			3,082
Less: Interest credited and other benefits to contract owners/policyholders	2,602			1,895
Net revenue	$	975		$	1,185

Adjusted operating margin(1)	4.1		%	26.6		%

(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:


	Year Ended December 31,
($ in millions)	2024			2023
Sales by Product Line:
Group Life and Disability	$	166		$	135
Stop Loss	607			460
Total group products	773			596
Voluntary and Other(1)	211			157
Total sales by product line	$	984		$	752

Total gross premiums and deposits	$	3,601		$	3,054

Group Life and Disability	978			905
Stop Loss	1,821			1,500
Voluntary and Other(1)	1,057			926
Total annualized in-force premiums and fees	$	3,856		$	3,331

Loss Ratios:
Group Life (interest adjusted)	78.9		%	82.5		%
Stop Loss	94.0		%	73.2		%
Total Aggregate Loss Ratio	79.7		%	67.2		%

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

Health Solutions - Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Adjusted operating earnings before income taxes decreased $275 million from $315 million to $40 million primarily due to:

•higher benefits to policyholders due to a higher loss ratio in Stop Loss, in-force business growth, and higher claims in Voluntary products due to greater utilization of benefits; and

•higher operating expenses primarily driven by growth and investments in our business, partially offset by actions to efficiently manage spend.

The decrease was partially offset by:

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

•a favorable change from the annual assumption update; and

•higher net investment income primarily due to in-force business growth and higher alternative investment income.


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Investment Management

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


	Year Ended December 31,
($ in millions)	2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	27	$	33
Fee income	928		881
Other revenue	28		2
Total adjusted operating revenues	982		916
Operating benefits and expenses:
Operating expenses	703		690
Total operating benefits and expenses	703		690
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	278		225

Less: Earnings (loss) attributable to Allianz noncontrolling interest	65		49
Adjusted operating earnings before income taxes	$	213	$	177

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


	Year Ended December 31,
($ in millions)	2024			2023
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	$	278		$	225

Total adjusted operating revenues	982			916
Net revenue	$	982		$	916

Adjusted operating margin(1)	28.3		%	24.6		%

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

Our Investment Management segment revenues include the following intersegment revenues, primarily consisting of asset-based management and administration fees.


	Year Ended December 31,
($ in millions)	2024		2023
Investment Management intersegment revenues	$	79	$	85


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


	As of December 31,
($ in millions)	2024		2023

External clients:
Institutional(1)	$	156,568	$	148,722
Retail(1)(2)	149,214		138,239
Total external clients	305,782		286,961
General account	33,576		34,740
Total AUM	339,358		321,701
AUA(2)(3)	50,247		56,043
Total AUM and AUA	$	389,605	$	377,744

(1) Includes assets associated with 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:


	Year Ended December 31,
($ in millions)	2024		2023
Net Flows:
Institutional	$	5,685	$	(15,480)
Retail(1)	6,852		1,474
Net Flows excluding Net Flows from Divested Businesses	12,537		(14,005)
Divested businesses	(8,993)		(2,058)
Total	$	3,544	$	(16,063)

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

Investment Management - Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $53 million from $225 million to $278 million primarily due to:

•higher fee-based revenues benefiting from business growth, positive capital markets, and performance fees in the current period.

The increase was partially offset by:

•higher operating expenses primarily driven by revenue growth, partially offset by actions to efficiently manage spend; and

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


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Corporate

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


	Year Ended December 31,
($ in millions)	2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	21	$	28
Other revenue	2		21
Total adjusted operating revenues	23		48
Operating benefits and expenses:
Operating expenses(1)	66		96
Interest expense(2)	162		161
Total operating benefits and expenses	228		256
Adjusted operating earnings (loss) before income taxes including Allianz noncontrolling interest	(205)		(208)

Less: Earnings (loss) attributable to Allianz noncontrolling interest	(2)		(1)
Adjusted operating earnings (loss) before income taxes	$	(203)	$	(207)

(1) Includes expenses from corporate activities and expenses not allocated to our segments.

(2) Includes dividend payments made to preferred shareholders.

Corporate - Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Adjusted operating earnings (loss) before income taxes including Allianz noncontrolling interest improved $3 million from a loss of $208 million to a loss of $205 million primarily due to:

•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 incentive compensation.

The improvement was partially offset by:

•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 cash balances to the operating segments in the current period.

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. This 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.


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The following table presents the alternative investment income and the average assets of alternative investments as of the dates indicated:


	Year Ended December 31,
($ in millions)	2024		2023
Wealth Solutions:
Alternative investment income	$	111	$	66
Average alternative investments	1,532		1,606
Health Solutions:
Alternative investment income	15		7
Average alternative investments	222		169
Investment Management:
Alternative investment income	21		27
Average alternative investments	337		322

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 and Aggregate Contractual Obligations table included further below.

Consolidated Sources and Uses of Liquidity and Capital

Our principal available sources of liquidity are product charges, investment income, proceeds from the maturity and sale of investments, proceeds from debt issuance and borrowing facilities, equity securities issuance, repurchase agreements, contract deposits and securities lending. Primary uses of these funds are payments of policyholder benefits, commissions and operating expenses, interest credits, dividends, debt maturities and redemptions, share repurchases, investment purchases, business acquisitions and contract maturities, withdrawals and surrenders.

Parent Company Sources and Uses of Liquidity

Voya Financial, Inc. is largely dependent on cash flows from its operating subsidiaries to meet its obligations. The principal sources of funds available to Voya Financial, Inc. include dividends and returns of capital from its operating subsidiaries, as well as cash and short-term investments, and proceeds from debt issuances, borrowing facilities and equity securities issuances.

These sources of funds include the $500 million revolving credit sublimit of our senior unsecured credit facility and reciprocal borrowing facilities maintained with Voya Financial, Inc.'s subsidiaries as well as alternate sources of liquidity described below.

We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of December 31, 2024 was approximately $0.2 billion. Excess capital is adjusted for certain intercompany loans and transactions including the anticipated payment of the 3.976% Senior Notes maturing February 15, 2025. See the Financing Agreements Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for additional details on the maturing debt.


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


	Year Ended December 31,
($ in millions)	2024		2023
Beginning cash and cash equivalents balance	$	206	$	209
Sources:




Dividends and returns of capital from subsidiaries	861		1,057
Loans from subsidiaries, net of repayments	—		250
Debt issuance(1)	397		388





Amounts received from subsidiaries under tax sharing agreements, net	62		83


Collateral received, net	—		16

Settlement of amounts due from (to) subsidiaries and affiliates, net	59		147

Asset maturities and investment income, net	27		7
Derivatives, net	—		10
Other, net	51		—
Total sources	1,457		1,958
Uses:




Payment of interest expense	110		111
Capital provided to subsidiaries	60		8
Payment for business acquisitions	—		611
Loans to subsidiaries, net of repayments	99		204
Repayments, net of loans from subsidiaries	269		—


Debt repurchase	—		393


Payment of income taxes, net	5		4

Common stock acquired - share repurchase	640		369
Share-based compensation	44		47
Dividends paid on preferred stock	41		36
Dividends paid on common stock	168		125


Collateral delivered, net	10		—

Other, net	—		53
Total uses	1,446		1,961
Net increase (decrease) in cash and cash equivalents	11		(3)
Ending cash and cash equivalents balance	$	217	$	206

Liquid short-term investments(2)	20		—

Ending cash, cash equivalents and liquid short-term investments(3)	$	237	$	206

(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.

Liquidity

We manage liquidity through access to substantial investment portfolios as well as a variety of other sources of liquidity including committed credit facilities, securities lending and repurchase agreements. Our asset-liability management ("ALM") process considers the expected maturity of investments and expected benefit payments as well as the specific nature and risk profile of the liabilities. As part of our liquidity management process, we model different scenarios to determine whether existing assets are adequate to meet projected cash flows.


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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 Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for 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 to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations for the years ended December 31, 2024 and 2023. As of December 31, 2024, our remaining repurchase capacity under the Board's authorization was $761 million.

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


($ in millions)	Year Ended December 31,
	2024		2023
Dividends paid on common shares	$	168	$	125
Repurchases of common shares (at cost)	635		374
Total	$	803	$	499

Preferred Stock

Our ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of our common stock will be substantially restricted in the event that we do not declare and pay (or set aside) dividends on the Series A and Series B preferred stock for the last preceding dividend period.

During the year ended December 31, 2024, we declared and paid dividends of $25 million and $16 million on the Series A and Series B preferred stock, respectively. During the year ended December 31, 2023, we declared and paid dividends of $20 million and $16 million on the Series A and Series B preferred stock, respectively. As of December 31, 2024, there were no preferred stock dividends in arrears. See the Shareholders' Equity Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further information on preferred stock issuances.

Debt

As of December 31, 2024, we had $399 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 year ended December 31, 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 $399 million of debt maturing in 2025, partially offset by the immaterial net impact of discount accretion and issuance costs.


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As of December 31, 2023, we had $1 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 year ended December 31, 2023:


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















Total long-term debt	$	2,094	$	400	$	(393)	$	(4)	$	2,097

See the Financing Agreements Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for additional details over changes in debt during the year and impacting capitalization.

Put Option Agreement for Senior Debt Issuance

See the Financing Agreements Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information on the put option and 3.976% Senior Notes due 2025.

Credit Facilities

See the Financing Agreements Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information on credit facilities.

Voya Financial, Inc. Credit Support of Subsidiaries

Voya Financial, Inc. provides guarantees to certain of our subsidiaries to support various business requirements:

•Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 million principal amount of the 8.42% Equitable of Iowa Companies Capital Trust II Notes due 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $218 million combined principal amount of Aetna Notes.

•Voya Financial, Inc. and Voya Holdings provide a guarantee of payment of obligations to certain subsidiaries under certain surplus notes held by those subsidiaries.

We did not recognize any asset or liability as of December 31, 2024 in relation to intercompany indemnifications, guarantees or support agreements. As of December 31, 2024, no guarantees existed in which we were required to currently perform under these arrangements.

Repurchase Agreements and Securities Pledged

We enter into reverse repurchase agreements and engage in dollar repurchase agreements with mortgage-backed securities ("dollar rolls") and repurchase agreements with other collateral types to increase our return on investments and improve liquidity. Additionally, we engage in securities lending whereby certain securities from our portfolio are loaned to other institutions for short periods of time.

See Business, Basis of Presentation and Significant Accounting Policies and Investments (excluding Consolidated Investment Entities) Notes to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further information on repurchase agreements and our securities lending program.

FHLB

We are currently a member of the FHLB of Boston and the FHLB of Des Moines and may engage in transactions with FHLB for investment income enhancement and/or liquidity purposes. We are required to maintain a collateral deposit to back any funding agreements issued by the FHLB. We have the ability to obtain funding from the FHLBs, in the form of non-putable funding agreements, based on a percentage of the value of our assets and subject to the availability of eligible collateral. The types of securities generally pledged include mortgage securities, commercial real estate and U.S. treasury securities. Our borrowing capacity is also limited by the lending value of our assets pledged to the FHLB. As of December 31, 2024, our available borrowing capacity as per our pledged assets was approximately $1,536 million.

We had $1,249 million and $1,175 million in FHLB funding agreements as of December 31, 2024 and 2023, respectively which are included in Contract owner account balances on the Consolidated Balance Sheets. As of December 31, 2024 and 2023, we


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had assets with a market value of approximately $2,007 million and $1,956 million, respectively, which collateralized the FHLB funding agreements.

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 December 31, 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 December 31, 2024, Voya Financial, Inc. had $176 million in outstanding borrowings from subsidiaries and had loaned $392 million to its subsidiaries.

Collateral - Derivative Contracts

See the Derivative Financial Instruments Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information on collateral for derivatives.

Ratings

Our access to funding and our related cost of borrowing, collateral requirements for derivative instruments and the attractiveness of certain of our products to customers are affected by our credit ratings and insurance financial strength ratings, which are periodically reviewed by the rating agencies. Financial strength ratings and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Credit ratings are also important to our ability to raise capital through the issuance of debt and for the cost of such financing.

A downgrade in our credit ratings or the credit or financial strength ratings of our rated subsidiaries could have a material adverse effect on our results of operations and financial condition. See A downgrade or a potential downgrade in our financial strength or credit ratings may result in a loss of business and adversely affect our results of operations and financial condition in Risk Factors in Part I, Item 1A. of this Annual Report on Form 10-K.

Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity's ability to repay its indebtedness. These ratings are not a recommendation to buy or hold any of our securities and they may be revised or revoked at any time at the sole discretion of the rating organization.

Rating agencies use an "outlook" statement for both industry sectors and individual companies. A stable outlook from rating agencies is an opinion generally indicating that the rating is not likely to change over the medium term.


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The financial strength and credit ratings of Voya Financial, Inc. and its principal subsidiaries as of the date of this Annual Report on Form 10-K are summarized in the following table.

Rating Agency

A.M. Best

Fitch, Inc.

Moody's Investors Service, Inc.

Standard & Poor's

("A.M. Best")(1)

("Fitch")(2)

("Moody's")(3)

("S&P")(4)

Long-term Issuer Credit Rating/Outlook:

Voya Financial, Inc.

(5)

A-/stable

Baa2/stable

BBB+/stable

Financial Strength Rating/Outlook:

Voya Retirement Insurance and Annuity Company

(5)

A+/stable

A2/stable

A+/stable

ReliaStar Life Insurance Company

A/stable

A+/stable

A2/stable

A+/stable

ReliaStar Life Insurance Company of New York

A/stable

A+/stable

A2/stable

A+/stable

(1) A.M. Best's financial strength ratings for insurance companies range from "A++ (superior)" to "s (suspended)." Long-term credit ratings range from "aaa (exceptional)" to "s (suspended)."

(2) Fitch's financial strength ratings for insurance companies range from "AAA (exceptionally strong)" to "C (distressed)." Long-term credit ratings range from "AAA (highest credit quality)," which denotes exceptionally strong capacity for timely payment of financial commitments, to "D (default)."

(3) Moody’s financial strength ratings for insurance companies range from "Aaa (exceptional)" to "C (lowest)." Numeric modifiers are used to refer to the ranking within the group with 1 being the highest and 3 being the lowest. These modifiers are used to indicate relative strength within a category. Long-term credit ratings range from "Aaa (highest)" to "C (default)."

(4) S&P's financial strength ratings for insurance companies range from "AAA (extremely strong)" to "D (default)." Long-term credit ratings range from "AAA (extremely strong)" to "D (default)."

(5) Effective April 11, 2019, A.M. Best withdrew, at the Company’s request, its financial strength ratings with respect to Voya Financial, Inc. and Voya Retirement Insurance and Annuity Company.

On September 18, 2024, Fitch upgraded Voya Financial, Inc.'s life insurance subsidiaries' Insurer Financial Strength to A+ from A, long-term issuer default rating to A- from BBB+ and senior unsecured debt to BBB+ from BBB. In conjunction with the upgrade, Fitch revised its outlook to Stable.

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

Reinsurance

We reinsure our business through a diversified group of well-capitalized, highly rated reinsurers. However, we remain liable to the extent our reinsurers do not meet their obligations under the reinsurance agreements. Collectability of reinsurance balances is evaluated by monitoring ratings and evaluating the financial strength of our 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 LOCs. For additional information regarding our reinsurance recoverable balances, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. and the Reinsurance Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Pension and Postretirement Plans

When contributing to our qualified retirement plans, we will take into consideration the minimum and maximum amounts required by ERISA, the attained funding target percentage of the plan, the variable-rate premiums that may be required by the Pension Benefit Guaranty Corporation ("PBGC") and any funding relief that might be enacted by Congress. Contributions to our non-qualified plans and other postretirement and post-employment plans are funded from general assets of the respective sponsoring subsidiary company as benefits are paid.

For additional information on our pension and postretirement plan arrangements, see the Employee Benefit Arrangements Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.


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Restrictions on Dividends and Returns of Capital from Subsidiaries

We depend on dividends and other distributions from our subsidiaries as the principal source of cash to meet our obligations. These subsidiaries include our principal subsidiaries listed in Our Organizational Structure in Part I, Item 1. of this Annual Report on Form 10-K as well as other direct and indirect subsidiaries. Our insurance companies are subject to limitations on the payment of dividends and other transfers of funds to Voya Financial, Inc. and other affiliates under applicable insurance laws and regulations. These restrictions are based in part on the prior year’s statutory income and surplus. Generally, dividends up to specified levels are considered ordinary and may be paid without prior regulatory approval. Otherwise, dividends are considered extraordinary, and are subject to approval by the insurance department of the respective state of domicile of the insurance subsidiary requesting the dividend.

For a summary of dividends permitted without approval, dividends paid, and extraordinary distributions paid and applicable laws and regulations governing dividends, see the Insurance Subsidiaries Dividend Restrictions section of the Insurance Subsidiaries Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Other Subsidiaries - Dividends, Returns of Capital, and Capital Contributions

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. For the years ended December 31, 2024 and 2023, dividends, net of capital contributions, received by Voya Financial, Inc. and Voya Holdings from non-life subsidiaries were $57 million and $82 million, respectively.

Statutory Capital and Risk-Based Capital of Principal Insurance Subsidiaries

Each of our Principal Insurance subsidiaries is subject to minimum risk-based capital (“RBC”) requirements based upon the laws of its state of domicile. The RBC formula for life insurance companies establishes capital requirements relating to asset, insurance, interest rate and business risks. RBC ratios, expressed as Total Adjusted Capital (“TAC”) to Company Action Level (“CAL”), may increase or decrease depending on a variety of factors including income or losses generated by the insurance subsidiary, additional capital held to support business objectives, market conditions, as well as changes to the NAIC RBC framework. State insurance regulators use the RBC requirements to identify inadequately capitalized insurers. Not meeting the minimum amount of capital based upon RBC requirements may subject the insurer to varying levels of regulatory oversight. As of December 31, 2024, the Total Adjusted Capital of each of our insurance subsidiaries exceeded statutory minimum RBC levels.

The following table summarizes the estimated ratio of TAC to CAL on a combined basis primarily for our Principal Insurance Subsidiaries adjusted for certain intercompany loans and transactions of $383 million and $435 million as of December 31, 2024 and 2023, respectively. The adjustment for December 31, 2024 includes the anticipated payment of the 3.976% Senior Notes maturing February 15, 2025. See the Financing Agreements Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for additional details on the maturing debt.


($ in millions)						($ in millions)
As of December 31, 2024						As of December 31, 2023
CAL		TAC		Ratio		CAL		TAC		Ratio
$	821	$	3,183	388	%	$	778	$	3,365	433	%

For additional information regarding RBC, see Business-Regulation-Financial Regulation in Part I, Item 1. of this Annual Report on Form 10-K. For a summary of statutory capital and surplus of our Principal Insurance Subsidiaries, see the Insurance Subsidiaries Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.


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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:


	As of December 31,
($ in millions)	2024			2023
Financial Debt
Total financial debt	$	2,502		$	2,098
Other financial obligations(1)	304			312
Total financial obligations	2,806			2,410
Mezzanine equity
Allianz noncontrolling interest	219			175
Equity
Preferred equity(2)	612			612
Common equity, excluding AOCI	5,855			5,981
Total equity, excluding AOCI	6,467			6,593
AOCI	(2,462)			(2,400)
Total Voya Financial, Inc. shareholders' equity	4,005			4,193
Noncontrolling interest	1,783			1,685
Total shareholders' equity	$	5,788		$	5,878
Capital
Capitalization(3)	$	6,507		$	6,291
Adjusted capitalization excluding AOCI(4)	$	11,275		$	10,863
Leverage Ratios
Debt-to-Capital(5)	38.5		%	33.3		%
Financial Leverage excluding AOCI(6)	30.3		%	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 30.3% at December 31, 2024. This increase was primarily due to the issuance on September 20, 2024 of $400 million of 5.0% Senior Notes due 2034 and is considered temporary. The Company expects the ratio to decrease upon repayment of the $400 million outstanding principal amount of 3.976% Senior Notes due February 15, 2025.


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Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

The following table presents our on- and off- balance sheet contractual obligations due in various periods as of December 31, 2024. The payments reflected in this table are based on our estimates and assumptions about these obligations, and consequently the actual cash outflows in future periods will vary, possibly materially, from those presented in the table.


	Payments Due by Period
($ in millions)	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Contractual Obligations
Purchase obligations(1)	$	1,838	$	1,785	$	53	$	—	$	—
Reserves for insurance obligations(2)(3)	55,058		4,742		7,505		6,424		36,387
Retirement and other plans(4)	1,808		165		333		347		963
Short-term and long-term debt obligations(5)	3,790		516		779		146		2,349
Operating leases(6)	140		23		38		28		51
Finance leases(7)	89		12		24		26		27
Securities lending, repurchase agreements and collateral held(8)	1,699		1,418		—		—		281
Other obligations(9)	87		73		14		—		—
Total(10)	$	64,509	$	8,734	$	8,746	$	6,971	$	40,058

(1) Purchase obligations consist primarily of outstanding commitments under alternative investments that may occur any time within the terms of the partnership and private loans. The exact timing, however, of funding these commitments related to partnerships and private loans cannot be estimated. Therefore, the amount of the commitments related to partnerships and private loans is included in the category "Less than 1 Year."

(2) Reserves for insurance obligations consist of amounts required to meet our future obligations for future policy benefits and contract owner account balances. Amounts presented in the table represent estimated cash payments under such contracts, including significant assumptions related to the receipt of future premiums, mortality, morbidity, lapse, renewal, retirement, disability and annuitization comparable with actual experience. These assumptions also include market growth and interest crediting assumptions. Estimated cash payments are undiscounted for the time value of money. Accordingly, the sum of cash flows presented of $55.1 billion significantly exceeds the sum of Future policy benefits and Contract owner account balances of $46.4 billion recorded on our Consolidated Balance Sheets as of December 31, 2024. Estimated cash payments are also presented gross of reinsurance. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results.

(3) Contractual obligations related to certain closed blocks that were divested through reinsurance to third parties with reserves in the amount of $1.0 billion, have been excluded from the table. Although we are not relieved of legal liability to the contract holder for these closed blocks, third-party collateral of $1.1 billion has been provided for the payment of the related insurance obligations. The sufficiency of collateral held for any individual block may vary.

(4) Includes estimated benefit payments under our qualified and non-qualified pension plans, estimated benefit payments under our other postretirement benefit plans, and estimated payments of deferred compensation based on participant elections and an average retirement age.

(5) The estimated payments due by period for long-term debt reflects the contractual maturities of principal, as well as estimated future interest payments. The payment of principal and estimated future interest for short-term debt are reflected in estimated payments due in less than one year. See the Financing Agreements Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for additional information concerning the short-term and long-term debt obligations.

(6) Operating leases consist primarily of outstanding commitments for office space.

(7) Finance lease obligation is associated with office space leases or service contracts.

(8) Securities lending agreements, repurchase agreements, and collateral held represent the liability to return collateral received from counterparties under securities lending agreements, OTC derivative and cleared derivative contracts as well as the obligations related to borrowings under repurchase agreements. Securities lending agreements include provisions which permit us to call back securities with minimal notice and accordingly, the payable is classified as having a term of less than 1 year. Additionally, securities lending agreements and collateral held include off-balance sheet non-cash collateral of $386 million and $4 million, respectively.

(9) Other obligations consist of contingent consideration liability and liability on reinsurance.

(10) Unrecognized tax benefits are excluded from the table due to immateriality. See the Income Taxes Notes to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for more information on this agreement.


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Critical Accounting Judgments and Estimates

General

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("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 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;

•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 the amounts provided are appropriate based on the facts available upon preparation of the 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 this Annual Report on Form 10-K.

Reserves for Future Policy Benefits

Reserves for traditional life insurance contracts (term insurance, participating and non-participating whole life insurance and traditional group life insurance) and accident and health insurance represent the present value of future benefits to be paid to or on behalf of contract owners and related expenses, less the present value of future net premiums.

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 for 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. Changes in, or deviations from, the assumptions used can significantly affect our reserve levels and related results of operations.

•Mortality is the incidence of death among policyholders triggering the payment of underlying insurance coverage by the insurer. In addition, mortality also refers to the ceasing of payments on life-contingent annuities due to the death of the annuitant. We utilize a combination of actual and industry experience when setting our mortality assumptions.

•A lapse rate is the percentage of in-force policies surrendered by the policyholder or canceled by us due to nonpayment of premiums. A decrease in policy lapses would result in an increase in persistency rates.

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.

In addition, liabilities for unpaid claims and claims adjustment expenses associated with short duration contracts including individual excess risk medical stop loss products involve the use of assumptions mainly related to claim development experience. These assumptions are reviewed at least quarterly and adjustments resulting from these reviews are reflected in Policyholder benefits in the Consolidated Statements of Operations.


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Assumptions and Periodic Review

Assumptions for long-duration contracts are reviewed at least annually against actual experience and, based on additional information that becomes available, update them if necessary. The annual review of assumptions is generally performed in the third quarter, and could have a significant impact on our reserves and results of operations.

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 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 II, Item 7. of this Annual Report on Form 10-K.

Sensitivity

We perform sensitivity analyses to assess the impact that certain assumptions have on traditional long duration reserves. The following table presents the estimated instantaneous net impact to income 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 December 31, 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.

Product Guarantees

The assumptions used to establish the liabilities for our product guarantees require considerable judgment and are established as management's best estimate of future outcomes. We periodically review these assumptions and, if necessary, update them based on additional information that becomes available. Changes in, or deviations from, the assumptions used can significantly affect our reserve levels and related results of operations.

Stabilizer and MCG: We also issue stabilizer ("Stabilizer") contracts that contain embedded derivatives that are measured at estimated fair value separately from the host contracts. The managed custody guarantee product ("MCG") is a stand-alone derivative and is measured in its entirety at estimated fair value.

The estimated fair value of the Stabilizer embedded derivative and MCG stand-alone derivative is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract, we project a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using 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.

The liabilities for Stabilizer embedded derivatives and the MCG stand-alone derivative include a risk margin to capture uncertainties related to policyholder behavior assumptions. The margin represents additional compensation a market participant would require to assume these risks.

The discount rate used to determine the fair value of the liabilities for our Stabilizer embedded derivatives and the MCG stand-alone derivative includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk").


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Our nonperformance risk adjustment is based on a blend of observable, similarly rated peer holding company credit spreads, adjusted to reflect the credit quality of our 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.

Universal and Variable Universal Life: Reserves for universal life ("UL") and variable universal life ("VUL") secondary guarantees and paid-up guarantees are calculated by estimating the expected value of death benefits payable and recognizing those benefits ratably over the accumulation period based on total expected assessments. The reserve for such products recognizes the portion of contract assessments received in early years used to compensate us for benefits provided in later years. Key assumptions used in estimating these reserves include rates of interest, lapse, and mortality.

See the Reserves for Future Policy Benefits and Contract Owner Account Balances Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further information on our reserves for future policy benefits and contract owner account balances. In addition, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual Report on Form 10-K for additional information regarding specific hedging strategies we utilize to mitigate risk for the product guarantees, as well as sensitivities of the embedded derivative and stand-alone derivative liabilities to changes in certain capital markets assumptions.

Valuation of Investments and Derivatives

Our investment portfolio includes certain investments recorded at fair value and consists of public and private fixed maturity securities, commercial mortgage and other loans, equity securities, short-term investments, other invested assets and derivative financial instruments. We enter into interest rate, equity market, credit default and currency contracts, including swaps, futures, forwards, caps, floors and options, to reduce and manage various risks associated with changes in value, yield, price, cash flow or exchange rates of assets or liabilities held or intended to be held, or to assume or reduce credit exposure associated with a referenced asset, index or pool. We also utilize options and futures on equity indices to reduce and manage risks associated with our universal-life type and annuity products.

See the Investments (excluding Consolidated Investment Entities) Note and the Derivative Financial Instruments Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further information.

Investments

We measure the fair value of our financial assets and liabilities based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset, or nonperformance risk, including our own credit risk. The estimate of fair value is the price that would be received to sell an asset or paid to transfer a liability ("exit price") in an orderly transaction between market participants in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability. We use a number of valuation sources to determine the fair values of our financial assets and liabilities, including quoted market prices, third-party commercial pricing services, third-party brokers, industry-standard, vendor-provided software that models the value based on market observable inputs, and other internal modeling techniques based on projected cash flows.

We categorize our financial instruments into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

When available, the estimated fair value of securities is based on quoted prices in active markets that are readily and regularly obtainable. When quoted prices in active markets are not available, the determination of estimated fair value is based on market standard valuation methodologies, including discounted cash flows, matrix pricing or other similar techniques. Inputs to these methodologies include, but are not limited to, market observable inputs such as benchmark yields, credit quality, issuer spreads, bids, offers and cash flow characteristics of the security. For privately placed bonds, we also consider such factors as the net worth of the borrower, value of the collateral, the capital structure of the borrower, the presence of guarantees, and the borrower's ability to compete in its relevant market. Valuations are reviewed and validated monthly by an internal valuation committee using price variance reports, comparisons to internal pricing models, back testing of recent trades, and monitoring of trading volumes, as appropriate.


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The valuation of financial assets and liabilities involves considerable judgment, is subject to considerable variability, is established using management's best estimate, and is revised as additional information becomes available. As such, changes in, or deviations from, the assumptions used in such valuations can significantly affect our results of operations. Financial markets are subject to significant movements in valuation and liquidity, which can impact our ability to liquidate and the selling price that can be realized for our securities.

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 Rates ("SOFR"). Valuations for our futures contracts are based on unadjusted quoted prices from an active exchange. Counterparty credit risk is considered and incorporated in our valuation process through counterparty credit rating requirements and monitoring of overall exposure. Our own credit risk is also considered and incorporated in our valuation process.

We have certain credit default swaps ("CDS") 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.

We also have investments in certain fixed maturities and have issued certain universal life-type ("UL-type") and annuity products that contain embedded derivatives for which fair value is at least partially determined by levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity markets, or credit ratings/spreads. The fair values of these embedded derivatives are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. For additional information regarding the valuation of and significant assumptions associated with embedded derivatives and stand-alone derivatives associated with certain UL-type and annuity contracts, see "Reserves for Future Policy Benefits" above.

In addition, we have entered into coinsurance with funds withheld and modified coinsurance reinsurance arrangements that contain embedded derivatives. The fair value of the embedded derivatives is based on the change in the fair value of the underlying assets held in the trust using the valuation methods and assumptions described for our investments held.

The valuation of derivatives involves considerable judgment, is subject to considerable variability, is established using management's best estimate and is revised as additional information becomes available. As such, changes in, or deviations from, these assumptions used in such valuations can have a significant effect on the results of operations.

For additional information regarding the fair value of our investments and derivatives, see the Fair Value Measurements (excluding Consolidated Investment Entities) Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K. For additional information regarding the sensitivities of interest rate risk and equity market price risk and impact on investments and derivatives, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual Report on Form 10-K.

Investment Impairments

Fixed maturities, available-for-sale, and mortgage loans on real estate can be subject to credit impairment, which can have a significant effect on the results of operations. Refer to the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for an understanding of our methodology and significant inputs considered within the allowance for credit losses and impairments. For additional information regarding the evaluation process for credit impairments, refer to the Investments (excluding Consolidated Investment Entities) Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets are established based on estimates of fair value as of the date of acquisition in a business combination. The valuation methodologies utilized in connection with testing goodwill and other intangible assets for impairment are subject to key judgments and assumptions that are sensitive to change. Goodwill and other intangible assets with indefinite lives are not amortized. Intangibles with finite lives are amortized over their estimated useful lives. We assess goodwill and other intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.


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Goodwill

Goodwill testing is performed at the reporting unit level and consists of qualitative or quantitative assessments. In the qualitative assessment, we consider relevant events and circumstances that could affect the significant inputs used to determine the fair value of the reporting unit. If, when reviewing the qualitative factors, it is determined it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. The determination of fair value for our reporting units is primarily based on an income approach whereby we use discounted cash flows for each reporting unit. We apply significant judgment when determining the estimated fair value of our reporting units. The key inputs, judgments and assumptions necessary in determining estimated fair value of the reporting units include projected adjusted earnings, current book value, the level of economic capital required to support the mix of business, long-term growth rates, comparative market multiples, projections of new and renewed business, as well as margins on such business, interest rate levels, credit spreads, equity market levels, and the discount rate that we believe is appropriate for the respective reporting unit. As a result of the qualitative assessment performed during the fourth quarter, the Company determined that there are no indicators of impairment requiring a quantitative assessment to be performed.

Other Intangible Assets

The Company’s indefinite-lived intangible assets primarily relate to the right to manage client assets. The approach to testing indefinite-lived intangibles is similar to the impairment testing approach applied to goodwill, except that the testing is performed with reference to the carrying amount and fair value of the intangible asset.

Finite-lived intangible assets include primarily management contract rights, customer relationship lists, and computer software, and are reviewed periodically for indicators of change in useful lives or impairment. If facts and circumstances suggest possible impairment, the sum of the estimated undiscounted future cash flows expected to result from the use of the asset is compared to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset is written down to its fair value determined using discounted cash flows. Significant estimates in the determination of fair value for this purpose include the projected net cash flow attributable to the intangible asset and the discount rate applied to future net cash flows for purposes of estimating fair value.

The Company had no impairment loss in relation to other intangible assets for the year ended December 31, 2024. During the fourth quarter of 2023, the Company recognized an impairment loss of $33 million in relation to management contract rights associated with a prior acquisition within the Investment Management segment, which was included in Operating expenses in the Consolidated Statements of Operations, and excluded from Adjusted operating earnings before income taxes. See the Goodwill and Other Intangible Assets Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for additional details on the impairment.

Income Taxes

Valuation Allowances

We use certain assumptions and estimates in determining the income taxes payable or refundable for the current year, the deferred tax liabilities and assets for items recognized differently in our Consolidated Financial Statements from amounts shown on our income tax returns, and the federal income tax expense. Determining these amounts requires analysis and interpretation of current tax laws and regulations, including the loss limitation rules associated with change in control. We exercise considerable judgment in evaluating the amount and timing of recognition of the resulting income tax liabilities and assets. These judgments are reevaluated on a quarterly basis and as regulatory and business factors change.

We had federal net operating losses of $6.3 billion as of December 31, 2024, which we expect to fully utilize in future years from the four available sources of taxable income. Additionally, we had overall unrealized capital losses of $2.5 billion in Accumulated other comprehensive income as of December 31, 2024, which we expect to be utilized by our hold-to-maturity tax planning strategy. Future decreases to taxable income, increases to interest rates and/or the occurrence of other unexpected circumstances, such as changes in the economic environment, liquidity and investment strategy, could result in recording a related valuation allowance on our deferred tax assets in a future period.

For additional understanding over the Company's valuation allowance, refer to the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.


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In December 2014, we entered into an Issue Resolution Agreement ("IA") with the IRS relating to the Internal Revenue Code Section 382 calculation of the annual limitation on the use of certain of the Company’s federal tax attributes that will apply as a consequence of the Section 382 event experienced by the Company in March 2014. We do not expect the annual limitation to impact our ability to utilize the losses or credits.

For further information on our income taxes, including information on the valuation allowance, see the Income Taxes Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Tax Contingencies

We recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained under examination by the applicable taxing authority. We also consider positions that have been reviewed and agreed to as part of an examination by the applicable taxing authority. For items that meet the more-likely-than-not recognition threshold, we measure the tax position as the largest amount of benefit that is more than 50% likely to be realized upon ultimate resolution with the applicable tax authority that has full knowledge of all relevant information. Tax positions that do not meet the more-likely-than-not standard are not recognized.

Changes in Law

Certain changes or future events, such as changes in tax legislation, geographic mix of earnings, completion of tax audits, planning opportunities and expectations about future outcomes could have an impact on our estimates of deferred taxes, valuation allowances, tax provisions, and effective tax rates.

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. Finalizing regulations will take time, and the final regulations may differ materially from the proposed regulations. While we do not expect to be subject to the CAMT for 2024, we are continuing to review the proposed regulations, and our CAMT determination will need to be evaluated in light of future guidance.

Contingencies

For information regarding our contingencies, see the Commitments and Contingencies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Employee Benefits Plans

We sponsor both qualified and non-qualified defined benefit pension plans (the "Plans") and other postretirement benefit plans covering eligible employees, sales representatives and other individuals. For accounting policies and more information related to our employee benefit plans, see the Employee Benefit Arrangements Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

The Voya Retirement Plan (the "Retirement Plan") is a tax qualified defined benefit plan, the benefits of which are guaranteed (within certain specified legal limits) by the Pension Benefit Guaranty Corporation ("PBGC"). Beginning January 1, 2012, the Retirement Plan adopted a cash balance pension formula instead of a final average pay ("FAP") formula, allowing all eligible employees to participate in the Retirement Plan. Participants earn an annual credit equal to 4% of eligible compensation. Interest is credited monthly based on a 30-year U.S. Treasury securities bond rate published by the IRS in the preceding August of each year. The accrued vested cash pension balance benefit is portable; participants can take it if they leave us.


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The table below summarizes the components of the net actuarial (gains) losses related to the Plans' pension obligations recognized within Operating expenses in our Consolidated Statements of Operations for the periods indicated:


	Year Ended December 31,
(Gain)/Loss Recognized ($ in millions)	2024		2023
Discount Rate	$	(110)	$	37
Asset Returns	71		(49)

Demographic Data and other	13		8
Total Net Actuarial (Gain)/Loss Recognized	$	(26)	$	(4)

For the year ended December 31, 2024, we increased our Plans' discount rate by 0.60% resulting in a decrease in our benefit obligations and a corresponding actuarial gain of $110 million. This increase in the discount rate was driven by the increase in corporate AA yields. For the year ended December 31, 2023, we decreased our Plans' discount rate by 0.19% resulting in an increase in our benefit obligations and a corresponding actuarial loss of $37 million. This decrease in the discount rate was driven by the decrease in corporate AA yields.

The asset returns are only applicable to the Retirement Plan as assets are not held by any of the other pension and other postretirement plans. Our expected long-term rate of return on our Retirement Plan assets was 6.00% and 5.82% for 2024 and 2023, respectively. Our expected return on Retirement Plan assets is calculated using 30-year forward looking assumptions based on the long-term target asset allocation. In 2024, the actual return on our Retirement Plan assets was approximately 2.27%, resulting in an actuarial loss of $71 million, mainly due to high proportion of fixed income investments. In 2023, the actual return on our Retirement Plan assets was approximately 9.0%, resulting in an actuarial gain of $49 million.

Sensitivity

The discount rate and expected rate of return assumptions relating to our defined benefit pension plans have historically had the most significant effect on our net periodic benefit costs and the projected and accumulated projected benefit obligations associated with these plans.

The discount rate is based on current market information provided by plan actuaries. The discount rate modeling process involves selecting a portfolio of high quality, non-callable bonds that will match the cash flows of the defined benefit pension plans. The weighted average discount rate in 2024 for the net periodic benefit cost was 5.28% for the Plans. The discount rate as of December 31, 2024 for the benefit obligation of the Plans was 5.88%.

As of December 31, 2024, the sensitivities of the effect of a change in the discount rate are as presented below. This represents the estimate of actuarial gains (losses) that would be recognized immediately through Operating expenses in our Consolidated Statements of Operations:


($ in millions)	Increase (Decrease) in Net Periodic Benefit Cost-Pension Plans
Increase in discount rate by 100 basis points	$	(160)
Decrease in discount rate by 100 basis points	190


($ in millions)	Increase (Decrease) in Pension Benefit Obligation
Increase in discount rate by 100 basis points	$	(160)
Decrease in discount rate by 100 basis points	190

The discount rate to be used to determine interest cost for 2025 is 5.88%. The estimated impact of this change, as well as actuarial gain on discount rate experienced during 2024, is expected to have an immaterial impact on our net periodic pension cost.

The expected rate of return considers the asset allocation, historical returns on the types of assets held and current economic environment. Based on these factors, we expect that the assets will earn an average percentage per year over the long term. This estimation is based on an active return on a compound basis, with a reduction for administrative expenses and manager fees


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paid to non-affiliated companies from the assets. For estimation purposes, we assume the long-term asset mix will be consistent with the current mix. Changes in the asset mix could impact the amount of recorded pension income or expense, the funded status of the Retirement Plan and the need for future cash contributions. The expected rate of return for 2024 was 6.00%, net of expenses, for the Retirement Plan.

As of December 31, 2024, the effect of a change in the actual rate of return on the net periodic benefit cost is presented in the table below. This represents the estimate of actuarial gains (losses) that would be recognized immediately through Operating expenses in our Consolidated Statements of Operations:


($ in millions)	Increase (Decrease) in Net Periodic Benefit Cost-Pension Plans
Increase in actual rate of return by 100 basis points	$	(18)
Decrease in actual rate of return by 100 basis points	18

The expected rate of return for 2025 is 6.0%, net of expenses, for the Retirement Plan.

Impact of New Accounting Pronouncements

For information regarding the impact of new accounting pronouncements, see the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.

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.

Investment Strategy

Our investment strategy seeks to achieve sustainable risk-adjusted returns by focusing on principal preservation, disciplined matching of asset characteristics with liability requirements and the diversification of risks. Investment activities are undertaken according to investment policy statements that contain internally established guidelines and risk tolerances and are required to comply with applicable laws and insurance regulations. Risk tolerances are established for credit risk, credit spread risk, market risk, liquidity risk and concentration risk across issuers, sectors and asset types that seek to mitigate the impact of cash flow variability arising from these risks.

Segmented portfolios are established for groups of products with similar liability characteristics. Our investment portfolio consists largely of high quality fixed maturities and short-term investments, investments in commercial mortgage loans, alternative investments and other instruments, including a small amount of equity holdings. Fixed maturities include publicly issued corporate bonds, government bonds, privately placed notes and bonds, bonds issued by states and municipalities, ABS, traditional MBS and various collateralized mortgage obligation ("CMO") tranches managed in combination with financial derivatives as part of a proprietary strategy known as CMO-B.

We use derivatives for hedging purposes to reduce our exposure to the cash flow variability of assets and liabilities, interest rate risk, credit risk and market risk. In addition, we use credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently.

See the Investments (excluding Consolidated Investment Entities) Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for more information on investments. Additionally, see the Consolidated Balance Sheets to our Consolidated Financial Statements Part II, Item 8. of this Annual Report on Form 10-K for a composition of our investment portfolio.

Fixed Maturities Credit Quality - Ratings

The Securities Valuation Office ("SVO") of the NAIC evaluates the fixed maturity security investments of insurers for regulatory reporting and capital assessment purposes and assigns securities to one of six credit quality categories called "NAIC designations." An internally developed rating is used as permitted by the NAIC if no rating is available. These designations are


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generally similar to the credit quality designations of the NAIC acceptable rating organizations ("ARO") for marketable fixed maturity securities, called rating agency designations except for certain structured securities as described below. NAIC designations of "1," highest quality and "2," high quality, include fixed maturity securities generally considered investment grade by such rating organizations. NAIC designations 3 through 6 include fixed maturity securities generally considered below investment grade by such rating organizations.

The NAIC designations for structured securities, including subprime and Alt-A RMBS, are based upon a comparison of the bond's amortized cost to the NAIC's loss expectation for each security. Securities where modeling results in no expected loss in each scenario are considered to have the highest designation of NAIC 1. A large percentage of our RMBS securities carry the NAIC 1 designation while the ARO rating indicates below investment grade. This is primarily due to the credit and intent impairments recorded by us that reduced the amortized cost on these securities to a level resulting in no expected loss in any scenario, which corresponds to the NAIC 1 designation. The methodology reduces regulatory reliance on rating agencies and allows for greater regulatory input into the assumptions used to estimate expected losses from such structured securities. In the tables below, we present the rating of structured securities based on ratings from the NAIC methodologies described above (which may not correspond to rating agency designations). NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.

As a result of time lags between the funding of investments, the finalization of legal documents and the completion of the SVO filing process, the fixed maturity portfolio generally includes securities, that have not yet been rated by the SVO as of each balance sheet date, such as private placements. Pending receipt of SVO ratings, the categorization of these securities by NAIC designation is based on the expected ratings indicated by internal analysis.

Information about certain of our fixed maturity securities holdings by the NAIC designation is set forth in the following tables. Corresponding rating agency designation does not directly translate into NAIC designation, but represents our best estimate of comparable ratings from rating agencies, including Moody's, S&P and Fitch. If no rating is available from a rating agency, then an internally developed rating is used. As of December 31, 2024 and 2023, the weighted average NAIC quality rating of our fixed maturities portfolio was 1.5.

The following tables present credit quality of fixed maturities, including securities pledged, using NAIC designations as of the dates indicated:


($ in millions)	December 31, 2024
NAIC Quality Designation	1		2		3		4		5		6		Total Fair Value
U.S. Treasuries	$	472	$	—	$	—	$	—	$	—	$	—	$	472
U.S. Government agencies and authorities	30		—		—		—		—		—		30
State, municipalities and political subdivisions	547		31		2		—		—		—		580
U.S. corporate public securities	2,207		4,603		165		16		17		—		7,008
U.S. corporate private securities	2,042		2,505		349		85		2		—		4,983
Foreign corporate public securities and foreign governments(1)	749		1,525		131		59		8		—		2,472
Foreign corporate private securities(1)	329		2,017		147		—		44		—		2,537
Residential mortgage-backed securities	3,418		29		5		4		8		7		3,471
Commercial mortgage-backed securities	2,570		386		107		48		21		—		3,132
Other asset-backed securities	2,460		256		8		12		1		32		2,769
Total fixed maturities	$	14,824	$	11,352	$	914	$	224	$	101	$	39	$	27,454
% of Fair Value	54.0%		41.3%		3.3%		0.8%		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 fixed maturities in our portfolio are generally rated by external rating agencies and, if not externally rated, are rated by us on a basis similar to that used by the rating agencies. As of December 31, 2024 and 2023, the weighted average quality rating of our fixed maturities portfolio was A. Ratings are derived from three ARO ratings and are applied as follows, based on the number of agency ratings received:

• when three ratings are received then the middle rating is applied;

• when two ratings are received then the lower rating is applied;

• when a single rating is received, the ARO rating is applied; and

• when ratings are unavailable then an internal rating is applied.


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The following tables present credit quality of fixed maturities, including securities pledged, using ARO ratings as of the dates indicated:


($ in millions)	December 31, 2024
ARO Quality Ratings	AAA		AA		A		BBB		BB and Below		Total Fair Value
U.S. Treasuries	$	—	$	472	$	—	$	—	$	—	$	472
U.S. Government agencies and authorities	—		30		—		—		—		30
State, municipalities and political subdivisions	37		314		195		31		3		580
U.S. corporate public securities	25		321		1,977		4,487		198		7,008
U.S. corporate private securities	8		309		1,607		2,522		537		4,983
Foreign corporate public securities and foreign governments(1)	—		122		662		1,487		201		2,472
Foreign corporate private securities(1)	—		38		215		2,087		197		2,537
Residential mortgage-backed securities	1,197		2,081		19		22		152		3,471
Commercial mortgage-backed securities	214		1,276		631		829		182		3,132
Other asset-backed securities	302		593		1,553		260		61		2,769
Total fixed maturities	$	1,783	$	5,556	$	6,859	$	11,725	$	1,531	$	27,454
% of Fair Value	6.5%		20.2%		25.0%		42.7%		5.6%		100.0%

(1) Primarily U.S. dollar denominated.


($ 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.

As of December 31, 2024 and 2023, we held fixed maturities rated BBB of $11,725 and $12,614, respectively. Our higher allocation to BBB relative to industry peers is a function of our underweight to high yield debt and preference for private credit, which is primarily a BBB market. Private credit within the BBB space provides issuer diversification, offers a higher overall return profile, and includes stronger credit protections that come with better covenant structures.


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Unrealized Capital Losses

As of December 31, 2024 and 2023, we held nine and six fixed maturities with unrealized capital loss in excess of $10 million, respectively. As of December 31, 2024 and 2023, the unrealized capital losses on these fixed maturities were $114 million or 4.0% and $70 million or 2.6% of the total unrealized losses, respectively.

See the Investments (excluding Consolidated Investment Entities) Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further information on unrealized capital losses.

CMO-B Portfolio

As part of our broadly diversified investment portfolio, we have a core holding in a proprietary mortgage derivatives strategy known as CMO-B, which invests in a variety of CMO securities in combination with interest rate derivatives in targeting a specific type of exposure to the U.S. residential mortgage market. Because of their relative complexity and generally small natural buyer base, we believe certain types of CMO securities are consistently priced below their intrinsic value, thereby providing a source of potential return for investors in this strategy.

The CMO securities that are part of our CMO-B portfolio are either notional or principal securities, backed by the interest and principal components, respectively, of mortgages secured by single-family residential real estate. There are many variations of these two types of securities including interest only and principal only securities, as well as inverse-floating rate (principal) securities and inverse interest only securities, all of which are part of our CMO-B portfolio. This strategy has been in place for nearly two decades and thus far has been a significant source of investment income while exhibiting relatively low volatility and correlation compared to the other asset types in the investment portfolio, although we cannot predict whether favorable returns will continue in future periods.

To protect against the potential for credit loss associated with financially troubled borrowers, investments in our CMO-B portfolio are primarily in CMO securities backed by one of the government sponsored entities: the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac") or Government National Mortgage Association ("Ginnie Mae").

Because the timing of the receipt of the underlying cash flow is highly dependent on the level and direction of interest rates, our CMO-B portfolio also has exposure to both interest rate and convexity risk. The exposure to interest rate risk, the potential for changes in value that results from changes in the general level of interest rates, is managed to a defined target duration using interest rate swaps and interest rate futures. The exposure to convexity risk-the potential for changes in value that result from changes in duration caused by changes in interest rates-is dynamically hedged using interest rate swaps and at times, interest rate swaptions.

Prepayment risk represents the potential for adverse changes in portfolio value resulting from changes in residential mortgage prepayment speed (actual and projected), which in turn depends on a number of factors, including conditions in both credit markets and housing markets. Changes in the prepayment behavior of homeowners represent both a risk and potential source of return for our CMO-B portfolio. As a result, we seek to invest in securities that are broadly diversified by collateral type to take advantage of the uncorrelated prepayment experiences of homeowners with unique characteristics that influence their ability or desire to prepay their mortgage. We choose collateral types and individual securities based on an in-depth quantitative analysis of prepayment incentives across available borrower types.


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The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated:


($ in millions)	December 31, 2024						December 31, 2023
NAIC Quality Designation	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
1	$	1,708	$	1,708	98.1	%	$	1,779	$	1,795	97.3	%
2	19		20		1.1	%	33		33		1.8	%
3	—		—		—	%	—		1		0.1	%
4	—		1		0.1	%	—		—		—	%
5	4		5		0.3	%	4		7		0.4	%
6	6		7		0.4	%	7		8		0.4	%
Total	$	1,737	$	1,741	100.0	%	$	1,823	$	1,844	100.0	%

For CMO securities where we elected the fair value option ("FVO"), amortized cost represents the market values. For details on the NAIC designation methodology, see "Fixed Maturities Credit Quality-Ratings" above.

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:


	December 31, 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	$	11,669	$	141	$	271	$	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)	December 31, 2024						December 31, 2023
Tranche Type	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
Inverse Floater	$	196	$	190	10.9	%	$	72	$	78	4.2	%
Interest Only (IO)	941		942		54.1	%	965		966		52.5	%
Inverse IO	411		414		23.8	%	519		530		28.7	%
Principal Only (PO)	57		57		3.3	%	65		65		3.5	%
Floater	4		4		0.2	%	5		5		0.3	%
Agency Credit Risk Transfer	114		119		6.8	%	169		172		9.3	%
Other	14		15		0.9	%	28		28		1.5	%
Total	$	1,737	$	1,741	100.0	%	$	1,823	$	1,844	100.0	%

During the year ended December 31, 2024, the market value of our CMO-B securities portfolio was lower on a combination of transactional activity and valuation movements among tranche types. Transactional activity includes participating in tender offers of Agency Credit Risk Transfer securities.

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


	Year Ended December 31,
($ in millions)	2024		2023		2022
Net investment income	$	254	$	300	$	489
Net gains (losses)(1)	(41)		(106)		(437)
Income (loss) before income taxes	$	213	$	194	$	52

(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.


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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:


	Year Ended December 31,
($ in millions)	2024		2023		2022
Income (loss) before income taxes	$	213	$	194	$	52
Realized gains (losses) including impairment	(1)		(5)		17
Fair value adjustments	(33)		22		146
Total adjustments to income (loss)	(34)		18		163
Adjusted operating earnings before income taxes	$	179	$	211	$	215

Structured Securities

Residential Mortgage-backed Securities

The following tables present our residential mortgage-backed securities as of the dates indicated:


	December 31, 2024
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	2,026	$	12	$	51	$	(5)	$	1,982
Prime Non-Agency	1,625		12		208		—		1,429
Alt-A	48		4		1		1		52
Sub-Prime(1)	20		1		1		—		20
Total	$	3,719	$	29	$	261	$	(4)	$	3,483
(1) Includes subprime other asset backed securities.


	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.


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Commercial Mortgage-backed Securities

The following tables present our commercial mortgage-backed securities by origination as of the dates indicated:


	December 31, 2024
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
2024	$	—	$	—	$	3	$	3	$	—	$	—	$	—	$	—	$	—	$	—	$	3	$	3
2023	—		—		4		5		4		4		—		—		—		—		8		9
2022	22		21		112		85		109		106		93		90		—		—		336		302
2021	96		93		210		143		186		173		295		277		21		18		808		704
2020	27		26		40		31		62		53		109		94		24		5		262		209
Prior	84		74		1,201		1,009		320		295		433		368		222		159		2,260		1,905
Total	$	229	$	214	$	1,570	$	1,276	$	681	$	631	$	930	$	829	$	267	$	182	$	3,677	$	3,132


	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 December 31, 2024, 82.0% and 12.4% 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.

Other Asset-backed Securities

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


	December 31, 2024
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Collateralized Obligation	$	225	$	229	$	528	$	534	$	1,410	$	1,433	$	123	$	125	$	68	$	52	$	2,354	$	2,373
Auto-Loans	—		—		—		—		—		—		—		—		—		—		—		—
Student Loans	5		4		61		56		—		—		—		—		—		—		66		60
Credit Card loans	9		9		—		—		—		—		2		2		2		2		13		13
Other Loans	67		60		2		2		132		120		135		129		—		—		336		311
Total(1)	$	306	$	302	$	591	$	592	$	1,542	$	1,553	$	260	$	256	$	70	$	54	$	2,769	$	2,757
(1) Excludes subprime other asset backed securities.


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	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 December 31, 2024, 88.9% and 9.3% 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 December 31, 2024 and 2023, our mortgage loans on real estate portfolio had a weighted average debt service coverage ratio ("DSC") of 2.03 times and 1.94 times, and a weighted average loan-to-value ("LTV") ratio of 43.4% and 45.0%, respectively. See the Investments (excluding Consolidated Investment Entities) Note and Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K 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 this Annual Report on Form 10-K for the policy used to evaluate whether the investments are impaired. Additionally, see the Investments (excluding Consolidated Investment Entities) Note in our Consolidated Financial Statements of Part II, Item 8. of this Annual Report on Form 10-K for further information on impairments.

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 and Derivative Financial Instruments Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further information.

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 considers 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.


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As of December 31, 2024, our total European exposure had an amortized cost and fair value of $2,448 million and $2,231 million, respectively. Some of the major country level exposures were in the United Kingdom of $887 million, in The Netherlands of $235 million, in France of $212 million, in Germany of $171 million, in Switzerland of $79 million, in Ireland of $201 million, and in Belgium of $37 million.

Consolidated and Nonconsolidated Investment Entities

We use many forms of entities to achieve our business objectives and we have participated in varying degrees in the design and formation of these entities. These entities are considered to be variable interest entities ("VIEs") or voting interest entities ("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 Measurement in the Business, Basis of Presentation and Significant Accounting Policies Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K. Additionally, see the Consolidated and Nonconsolidated Investment Entities Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K 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 in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for an understanding over the Company's Securitizations. Refer to the Investments (excluding Consolidated Investment Entities) Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K 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 December 31, 2024, such securities consist of (i) the 3.976% senior notes due 2025, the 3.65% senior notes due 2026, the 5.00% 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 rate junior subordinated notes due 2048, with a 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 rate junior subordinated notes due 2048, with a 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.


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Refer to the Summarized Financial Information of the Obligor Group for the periods indicated:


	As of and for the year ended December 31,
($ in millions)	2024		2023
Summarized Statements of Operations Information:
Total revenues	$	57	$	133
Total benefits and expenses	171		216
Income (loss), net of tax	(96)		(59)

Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(96)		(59)
Net income (loss) available to Obligor Group	(96)		(59)


Summarized Balance Sheets Information:
Total investments	44		32
Cash and cash equivalents	217		207

Deferred income taxes	863		875
Goodwill	94		94
Loans to non-obligated subsidiaries	387		227
Due from non-obligated subsidiaries	—		8
Total assets	1,612		1,466

Short-term debt with non-obligated subsidiaries	176		445
Due to non-obligated subsidiaries	11		5
Short-term debt	399		—
Long-term debt	2,103		2,097
Total liabilities	$	2,852	$	2,747


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Item 7A. 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 Consolidated Financial Statements.

Risk Management

As a financial services company active in retirement, investment management and insurance products and services, taking measured risks is part of our business. As part of our effort to ensure measured risk taking, we have integrated risk management in our daily business activities and strategic planning.

We place a high priority on risk management and risk control. We have comprehensive risk management and control procedures in place at all levels and have established a dedicated risk management function with responsibility for the formulation of our risk appetite, strategies, policies and limits. The risk management function is also responsible for monitoring our overall market risk exposures and provides review, oversight and support functions on risk-related issues.

Our risk appetite is aligned with how our businesses are managed and anticipates future regulatory developments. In particular, our risk appetite is aligned with regulatory capital requirements applicable to our regulated insurance subsidiaries as well as metrics that are aligned with various ratings agency models.

Our risk governance and control systems enable us to identify, control, monitor and aggregate risks and provide assurance that risks are being measured, monitored and reported adequately and effectively. To promote measured risk taking, we have integrated risk management with our business activities and strategic planning.

Each risk that is managed has been mapped for oversight by the Risk Committee of the Board of Directors. The Chief Risk Officer ("CRO") reports to the Chief Executive Officer and has direct access to the Board on a regular basis. The Company’s Board of Directors and Board Committees are directly involved within the risk framework.

The CRO and the Enterprise Risk Management team are responsible for managing and aggregating risk at a company-wide level. The scope, roles, responsibilities and authorities of the risk management function are described in a Risk Management Policy to which our businesses must adhere. Our Management Risk Committee discusses and approves all risk policies and reviews and approves risks associated with our activities. This includes volatility (affecting earnings and value), exposure (required capital and market risk) and insurance risks. Each business has a Committee that reviews business specific risks and is governed by the Management Risk Committee.

We have implemented several limit structures to manage risk. Examples include, but are not limited to, the following:

•At-risk limits on sensitivities of earnings and regulatory capital;

•Duration mismatch limits;

•Credit risk limits;

•Liquidity limits;

•Mortality/morbidity concentration limits;

•Catastrophe and mortality/morbidity exposure retention limits for our insurance risk; and

•Investment and derivative guidelines.

We manage our risk appetite based on several key risk metrics, including:

•At-risk metrics on sensitivities of earnings and regulatory capital;

•Stress scenario results: forecasted results under stress events covering the impact of changes in interest rates, equity markets, mortality/morbidity rates, credit default and spread levels, and combined impacts; and

•Economic capital: the amount of capital required to cover extreme scenarios.

We are also subject to cash flow stress testing pursuant to regulatory requirements. This analysis measures the effect of changes in interest rate assumptions on asset and liability cash flows. The analysis includes the effects of:

•the timing and amount of redemptions and prepayments in our asset portfolio;

•our derivative portfolio;

•death benefits and other claims payable under the terms of our insurance products;

•lapses and surrenders in our insurance products;


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•minimum interest guarantees in our insurance products; and

•book value guarantees in our insurance products.

We evaluate any shortfalls that our cash flow testing reveals and if needed increase statutory reserves or adjust portfolio management strategies.

Derivatives are financial instruments whose values are derived from interest rates, foreign currency exchange rates, financial indices, or other prices of securities or commodities. Under U.S. insurance statutes, our insurance subsidiaries may use derivatives to hedge market values or cash flows of assets or liabilities; to replicate cash market instruments; and for certain limited income generating activities. Our insurance subsidiaries are generally prohibited from using derivatives for speculative purposes. References below to hedging and hedge programs refer to our process of reducing exposure to various risks. This does not mean that the process necessarily results in hedge accounting treatment for the respective derivative instruments. See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information regarding the Company's hedge accounting policies.

Market Risk Related to Interest Rates

We define interest rate risk as the risk of an economic loss due to adverse changes in interest rates. This risk arises from our holdings in interest sensitive assets and liabilities, primarily as a result of investing life insurance premiums, fixed annuity and guaranteed investment contract deposits received in interest-sensitive assets and carrying these funds as interest-sensitive liabilities. We are also subject to interest rate risk on our stable value contracts and secondary guarantee universal life contracts. A sustained decline in interest rates or a prolonged period of low interest rates may subject us to higher cost of guaranteed benefits and increased hedging costs on those products that are being hedged. In a rising interest rate environment, we are exposed to the risk of financial disintermediation through a potential increase in the level of book value withdrawals on certain stable value contracts. Conversely, a steady increase in interest rates would tend to improve financial results due to reduced hedging costs, lower costs of guaranteed benefits and improvement to fixed margins.

We use product design, pricing and ALM strategies to reduce the adverse effects of interest rate movement. Product design and pricing strategies can include the use of surrender charges, withdrawal restrictions and the ability to reset credited interest rates. ALM strategies can include the use of derivatives and duration and convexity mismatch limits. Refer to The level of interest rates may adversely affect our profitability, particularly during a period of rapidly increasing interest rates or in the event of a recurrence of a low interest rate environment in Risk Factors, Part I, Item 1A. of this Annual Report on Form 10-K. See the Derivative Financial Instruments Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information regarding derivative strategies on our material derivative types.

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.


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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 December 31, 2024:


	As of December 31, 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	$	—	$	27,454	$	(1,646)	$	1,851
Mortgage loans on real estate	—		4,459		(136)		146




Financial liabilities with interest rate risk:
Investment contracts:
Funding agreements without fixed maturities and deferred annuities(3)	—		32,877		(1,513)		2,209
Funding agreements with fixed maturities	—		1,257		—		—
Supplementary contracts and immediate annuities	—		515		(37)		9
Derivatives:
Interest rate contracts	14,644		67		148		(169)
Long-term debt	—		2,023		(81)		91
Stabilizer and MCGs	—		19		18		(1)
Embedded derivatives on reinsurance	—		(14)		23		(27)

(1) Separate account assets and liabilities, which are interest rate sensitive, are not included herein as any interest rate risk is borne by the holder of separate account.

(2) Increases in assets and liabilities are presented without parentheses while (decreases) in assets and liabilities are presented with parentheses.

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

Market Risk Related to Equity Market Prices

We assess equity risk exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either an increase or decrease of 10% in all equity market benchmark levels. In calculating these amounts, we exclude gains and losses on separate account equity securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding the future performance of equity markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These scenarios consider only the direct effect on fair value of declines in equity benchmark market levels and not changes in asset-based fees recognized as revenue or changes in any other assumptions such as market volatility or mortality, utilization or persistency rates in insurance contracts. In addition, these scenarios do not reflect the effect of basis risk, such as potential differences in the performance of the investment funds underlying the variable annuity products relative to the equity market benchmark we use as a basis for developing our hedging strategy. The impact of basis risk could result in larger differences between the change in fair value of the equity-based derivatives and the related living benefit features, in comparison to the hypothetical test scenarios.


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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 December 31, 2024:


	As of December 31, 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	$	—	$	246	$	25	$	(25)
Limited partnerships/corporations	—		1,836		110		(110)
Derivatives:
Equity futures and total return swaps	251		(8)		20		(20)
Equity options	35		1		—		—

(1) Increases in assets and liabilities are presented without parentheses while (decreases) in assets and liabilities are presented with parentheses.

Market Risk Related to Credit Risk

Credit risk is primarily embedded in the general account portfolio. The carrying value of our fixed maturity, including securities pledged, and equity portfolio totaled $27.7 billion and $28.8 billion as of December 31, 2024 and 2023, respectively. Our credit risk materializes primarily as impairment losses and/or credit risk related trading losses. We are exposed to occasional cyclical economic downturns, during which impairment losses may be significantly higher than the long-term historical average. This is offset by years where we expect the actual impairment losses to be substantially lower than the long-term average.

Credit risk in the portfolio can also materialize as increased capital requirements caused by rating down-grades. The effect of rating migration on our capital requirements is also dependent on the economic cycle and increased asset impairment levels may go hand in hand with increased asset related capital requirements.

We manage the risk of default and rating migration by applying disciplined credit evaluation and underwriting standards and prudently limiting allocations to lower quality, higher risk investments. In addition, we diversify our exposure by issuer and country, using rating based issuer and country limits, as well as by industry segment, using specific investment constraints. Limit compliance is monitored on a daily, monthly or quarterly basis. Limit violations are reported to senior management and we are actively involved in decisions around curing such limit violations.

We also have credit risk related to the ability of our derivatives and reinsurance counterparties to honor their obligations to pay the contract amounts under various agreements. In order to minimize the risk of credit loss on such contracts, we diversify our exposures among several counterparties and limit the amount of exposure to each based on credit rating. For most counterparties, we have collateral agreements in place that would substantially limit our credit losses in case of a counterparty default. We also generally limit our selection of counterparties that we do new transactions with to those with an "A-" credit rating or above. When exceptions are made to that principle, we ensure that we obtain collateral to mitigate our risk of loss. For derivatives counterparty risk exposures (which includes reverse repurchase and securities lending transactions), we measure and monitor our risks on a market value basis daily. Refer to the Derivative Financial Instruments Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further details of these items.

In the normal course of business, certain reinsurance recoverables are subject to reviews by the reinsurers. We are not aware of any material disputes arising from these reviews or other communications with the counterparties that would affect collectability, and, therefore, as of December 31, 2024, no allowance for uncollectible amounts was recorded.


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The following table summarizes our reinsurance recoverable balances, including collateral received and credit and financial strength ratings for our 10 largest reinsurance recoverable balances as of December 31, 2024:

Financial Strength Rating

Credit Rating

Reinsurance Recoverable

% Collateralized(1)

S&P

Moody's

S&P

Moody's

($ in millions)

Parent Company/Principal Reinsurers

Resolution Life Group Holdings LP

8,623

86%

Security Life of Denver Insurance Co

Resolution Life Co

Reinsurance Group of America Inc

925

99%

Baa1

RGA Reinsurance Co

AA-

Lincoln National Corp

899

100%

BBB+

Baa2

Lincoln Life & Annuity Co of New York

A+

Lincoln National Life Insurance Co

A+

Sun Life Financial Inc

317

99%

A+

Sun Life Assurance Co of Canada (US)

Aa3

Sun Life and Health Insurance Co

Jackson Financial Inc

124

BBB

Baa3

Jackson National Life Insurance Co

Enstar Group Limited

88%

BBB+

Cavello Bay Reins LTD

Swiss Re Ltd

AA-

Aa3

Swiss Re Life & Health America Inc

AA-

Aa3

Westport Insurance Corp

AA-

Aa3

Athene Holding Ltd

A-

Baa1

Athene Life Re Ltd

A+

Cigna Corp

A-

Baa1

Connecticut General Life Insurance Co

Benefits Re, LLC

100%

Supplemental Re

(1) Collateral includes LOCs, assets held in trust and funds withheld. Percent collateralized is based on the total of individual contractual exposures aggregated at the reinsurer Parent Company level, which may differ for each individual contractual exposure.


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Item 8. Financial Statements and Supplementary Data


						Page
			Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			94

			Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022:

			Consolidated Balance Sheets as of December 31, 2024 and 202 3			97

			Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			99

			Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022			100

			Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2024, 2023 and 2022			101

			Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, 2022			102

			Notes to Consolidated Financial Statements:			103
			1. Business, Basis of Presentation and Significant Accounting Policies			104
			2. Investments (excluding Consolidated Investment Entities)			121
			3. Derivative Financial Instruments			131
			4. Fair Value Measurements (excluding Consolidated Investment Entities)			136
			5. Deferred Policy Acquisition Costs and Value of Business Acquired			144
			6. Reserves for Future Policy Benefits and Contract Owner Account Balances			146
			7. Reinsurance			151
			8. Separate Accounts			154
			9. Segments			155
			10. Goodwill and Other Intangible Assets			160
			11. Share-based Incentive Compensation Plans			161
			12. Shareholders' Equity			164
			13. Earnings per Common Share			167
			14. Insurance Subsidiaries			168
			15. Employee Benefit Arrangements			169
			16. Accumulated Other Comprehensive Income (Loss)			175
			17. Revenue from Contracts with Customers			177
			18. Income Taxes			178
			19. Financing Agreements			181
			20. Commitments and Contingencies			184
			21. Consolidated and Nonconsolidated Investment Entities			187



			Financial Statement Schedules as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022:
			Schedule I - Summary of Investments Other than Investments in Affiliates			193
			Schedule II - Condensed Financial Information of Parent			193
			Schedule III - Supplementary Insurance Information			201
			Schedule IV - Reinsurance			203
			Schedule V - Valuation and Qualifying Accounts			204


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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Voya Financial, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Voya Financial, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


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						Valuation of investments in securities
Description of the Matter						A subset of the Company’s $24.1 billion fixed-income securities portfolio exhibits higher estimation uncertainty when determining fair value. The fixed-income securities are classified as available-for sale and, accordingly, are carried at fair value in the consolidated statements of financial position. As discussed in Note 4 of the consolidated financial statements, for certain securities, the Company obtains fair values from independent broker quotes which exhibit higher estimation uncertainty. In addition, the Company uses a matrix-based pricing model that includes several assumptions (i.e., current corporate spreads and credit quality of the issuer) which creates higher estimation uncertainty. Auditing the fair value of securities that exhibit higher estimation uncertainty was especially challenging because determining the fair value is complex and highly judgmental and involves using inputs and assumptions that are not directly observable in the market.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s valuation process for the securities that exhibit higher estimation uncertainty. This included, among others, controls related to the review and approval of fair values obtained from independent broker quotes, and controls over the review and approval of fair values determined using the matrix-based pricing model, including the inputs and assumptions used. To test the fair value of investments with higher estimation uncertainty priced using either matrix-based pricing model or independent broker quotes, our audit procedures included, among others, utilizing valuation specialists to perform procedures which included independently calculating a reasonable range of fair values for a sample of securities exhibiting higher estimation uncertainty, using a cash flow model with cash flow and yield assumptions based on independently obtained information, or transaction data for similar securities when available. We compared these ranges to management’s estimates of fair value for the selected securities.

						Realizability of deferred tax assets
Description of the Matter						As described in Note 18 to the consolidated financial statements, at December 31, 2024, the Company had total deferred tax assets of $2.1 billion, net of a $96 million valuation allowance. As described in Note 1 to the consolidated financial statements, these deferred tax assets represent the tax benefit of future deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considers many factors including the future reversal of existing temporary differences and the identification and use of available tax planning strategies. If those sources are insufficient to support the recoverability of the deferred tax assets, the Company then considers projected future taxable income, which involves significant management judgment. Auditing management’s assessment of the realizability of its deferred tax assets was especially challenging and complex because management’s projection of future taxable income includes forward-looking assumptions which are inherently judgmental as they may be affected by future market or other economic conditions.


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How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that relate to the development of the projection of future taxable income supporting the realizability of deferred tax assets. This included, among others, controls related to the review and approval process of future projected taxable income and the assumptions used in the Company’s model. Among other audit procedures performed, we evaluated the assumptions used by the Company to develop projections of future taxable income. We assessed the historical accuracy of management’s projections by comparing the projections of future taxable income with the actual results of prior periods. We also evaluated management’s consideration of current industry and economic trends and compared the projections of future taxable income with other available financial information prepared by the Company. Additionally, we utilized tax professionals to assist us in our audit procedures, which included, among others, evaluating the methodology utilized within the Company’s future taxable income projections model by comparing to the methodology used in prior periods, and testing the calculations within the model.

						Medical Stop Loss Unpaid Claim Liability
Description of the Matter						As described in Notes 1 and 6 to the consolidated financial statements, at December 31, 2024, the Company reported incurred but not reported (IBNR) unpaid claim liability related to the Health segment medical stop loss product of $595 million, which is reported within Future Policy Benefits. This liability represented the Company’s best estimate of the ultimate costs associated with unpaid claims and claim adjustment expenses for the medical stop loss product. A premium deficiency reserve may be established when a loss is expected based on significant changes in anticipated experience. The Company established the unpaid claim liability using actuarial methodologies and claim development assumptions which were based on the Company’s own experience and required significant management judgment. The subjectivity of estimating the IBNR unpaid claim liability is caused by various factors including uncertainty in claim development assumptions and uncertainty related to the future performance of policies underwritten for the upcoming year. Performing audit procedures to evaluate the reserve for losses and loss adjustment expenses required a high degree of auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that relate to the development of the IBNR unpaid claim liability estimate. This included, among others, controls over the inputs, methods, and assumptions used by the Company when estimating the liability. Among other audit procedures performed, with the assistance of our actuarial specialists we evaluated the actuarial methods and assumptions used by the Company as well as judgments made by the Company in determining the best estimate liability. We independently estimated a range of reasonable unpaid claim liabilities using current data and historical loss development patterns and compared the Company’s recorded liability to this independent estimate.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2001.

San Antonio, Texas

February 21, 2025


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Voya Financial, Inc.

Consolidated Balance Sheets

December 31, 2024 and 2023

(In millions, except share and per share data)


	As of December 31,
	2024		2023
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $26,536 and $27,690 as of 2024 and 2023, respectively; net of allowance for credit losses of $38 and $17 as of 2024 and 2023, respectively)	$	24,089	$	25,375
Fixed maturities, at fair value using the fair value option	1,849		2,076

Equity securities, at fair value	246		236
Short-term investments	94		213


Mortgage loans on real estate (net of allowance for credit losses of $24 and $26 as of 2024 and 2023, respectively)	4,675		5,192
Policy loans	342		352
Limited partnerships/corporations	1,836		1,621
Derivatives	303		311
Other investments	67		64
Securities pledged (amortized cost of $1,665 and $1,232 as of 2024 and 2023, respectively)	1,523		1,160
Total investments	35,024		36,600
Cash and cash equivalents	1,399		937
Short-term investments under securities loan agreements, including collateral delivered	1,042		1,015
Accrued investment income	396		411


Premium receivable and reinsurance recoverable (net of allowance for credit losses of $16 and $28 as of 2024 and 2023, respectively)	11,284		11,982
Deferred policy acquisition costs and Value of business acquired	2,148		2,250


Deferred income taxes	2,134		2,160
Goodwill	748		748
Other intangibles, net	832		857
Other assets (net of allowance for credit losses of $1 as of 2024 and 2023)	2,312		2,372
Assets related to consolidated investment entities ("CIEs"):
Limited partnerships/corporations, at fair value	3,067		2,861

Cash and cash equivalents	115		181
Corporate loans, at fair value using the fair value option	1,434		1,404
Other assets	278		174
Assets held in separate accounts	101,676		93,133

Total assets	$	163,889	$	157,085

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


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Voya Financial, Inc.

Consolidated Balance Sheets

December 31, 2024 and 2023

(In millions, except share and per share data)


	As of December 31,
	2024		2023

Liabilities:
Future policy benefits	$	9,332	$	9,560
Contract owner account balances	37,104		39,174
Payables under securities loan and repurchase agreements, including collateral held	1,309		1,121
Short-term debt	399		1
Long-term debt	2,103		2,097

Derivatives	332		371




Other liabilities	2,886		2,956
Liabilities related to CIEs:
Collateralized loan obligations notes, at fair value using the fair value option	1,101		1,332
Other liabilities	1,640		1,287
Liabilities related to separate accounts	101,676		93,133

Total liabilities	$	157,882	$	151,032

Commitments and Contingencies (Note 20)

Mezzanine equity:
Redeemable noncontrolling interest	$	219	$	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; 105,592,281 and 103,584,699 shares issued as of 2024 and 2023, respectively; 95,497,265 and 102,854,569 shares outstanding as of 2024 and 2023, respectively)	1		1
Treasury stock (at cost; 10,095,016 and 730,130 shares as of 2024 and 2023, respectively)	(754)		(56)
Additional paid-in capital	6,266		6,143
Accumulated other comprehensive income (loss)	(2,462)		(2,400)
Retained earnings:

Unappropriated	954		505
Total Voya Financial, Inc. shareholders' equity	4,005		4,193
Noncontrolling interest	1,783		1,685
Total shareholders' equity	5,788		5,878
Total liabilities, mezzanine equity and shareholders' equity	$	163,889	$	157,085

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


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Voya Financial, Inc.

Consolidated Statements of Operations

For the Year Ended December 31, 2024, 2023 and 2022

(In millions, except per share data)


	Year ended December 31,
	2024		2023		2022

Revenues:
Net investment income	$	2,074	$	2,159	$	2,281
Fee income	2,113		1,916		1,742
Premiums	3,176		2,717		2,423





Net gains (losses)	(27)		(72)		(686)
Other revenue	423		327		148
Income related to CIEs:
Net investment income	291		301		22

Total revenues	8,050		7,348		5,930
Benefits and expenses:
Policyholder benefits	2,627		1,960		1,566
Interest credited to contract owner account balances	992		1,076		962
Operating expenses	3,082		3,096		2,542
Net amortization of Deferred policy acquisition costs and Value of business acquired	223		230		240
Interest expense	124		132		134
Operating expenses related to CIEs:
Interest expense	175		166		49
Other expense	28		10		9
Total benefits and expenses	7,251		6,670		5,502
Income before income taxes	799		678		428
Income tax expense (benefit)	57		(51)		(5)


Net income	742		729		433
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	75		104		(77)
Net income available to Voya Financial, Inc.	667		625		510
Less: Preferred stock dividends	41		36		36
Net income available to Voya Financial, Inc.'s common shareholders	$	626	$	589	$	474

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


Basic	$	6.31	$	5.74	$	4.70



Diluted	$	6.17	$	5.42	$	4.30

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


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Voya Financial, Inc.

Consolidated Statements of Comprehensive Income

For the Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Year ended December 31,
	2024		2023		2022
Net income (loss)	$	742	$	729	$	433
Other comprehensive income (loss), before tax:
Change in current discount rate	103		(33)		290
Unrealized gains (losses) on securities	(180)		863		(6,445)
Pension and other postretirement benefits liability	(1)		(1)		—
Other comprehensive income (loss), before tax	(78)		829		(6,155)
Income tax expense (benefit) related to items of other comprehensive income (loss)	(16)		174		(1,293)
Other comprehensive income (loss), after tax	(62)		655		(4,862)
Comprehensive income (loss)	680		1,384		(4,429)
Less: Comprehensive income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	75		104		(77)
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	605	$	1,280	$	(4,352)

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


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Voya Financial, Inc.

Consolidated Statements of Changes in Shareholders' Equity

For the Year Ended December 31, 2024, 2023 and 2022

(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 at January 1, 2022	$	1	$	(80)	$	7,542	$	1,807		$	(1,170)	$	8,100	$	1,568	$	9,668	$	—









Interest in VIM Holdings LLC	—		—		412		—			—		412		—		412		148

Comprehensive income (loss):
Net income (loss)	—		—		—		—			510		510		(91)		419		14

Other comprehensive income (loss), after tax	—		—		—		(4,862)			—		(4,862)		—		(4,862)		—
Total comprehensive income (loss)												(4,352)		(91)		(4,443)		14


Net consolidations (deconsolidations) of CIEs	—		—		—		—			—		—		3		3		—

Common stock issuance	—		—		7		—			—		7		—		7		—
Common stock acquired - Share repurchase	—		(750)		—		—			—		(750)		—		(750)		—
Treasury stock retirement	—		838		(1,297)		—			459		—		—		—		—
Dividends on preferred stock	—		—		(36)		—			—		(36)		—		(36)		—
Dividends on common stock	—		—		(80)		—			—		(80)		—		(80)		—

Share-based compensation	—		(47)		95		—			—		48		—		48		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			—		—		2		2		4










Balance at December 31, 2022	1		(39)		6,643		(3,055)			(201)		3,349		1,482		4,831		166


Comprehensive income (loss):
Net income (loss)	—		—		—		—			625		625		70		695		34

Other comprehensive income (loss), after tax	—		—		—		655			—		655		—		655		—
Total comprehensive income (loss)												1,280		70		1,350		34
Net consolidations (deconsolidations) of CIEs	—		—		—		—			—		—		(7)		(7)		(2)


Common stock acquired - Share repurchase	—		(374)		—		—			—		(374)		—		(374)		—
Treasury stock retirement	—		412		(598)		—			186		—		—		—		—
Dividends on preferred stock	—		—		(18)		—			(18)		(36)		—		(36)		—
Dividends on common stock	—		—		(41)		—			(84)		(125)		—		(125)		—
Share-based compensation	—		(55)		157		—			(3)		99		—		99		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			—		—		140		140		(23)
Balance as of December 31, 2023	1		(56)		6,143		(2,400)			505		4,193		1,685		5,878		175







Comprehensive income (loss):
Net income (loss)	—		—		—		—			667		667		27		694		48

Other comprehensive income (loss), after tax	—		—		—		(62)			—		(62)		—		(62)		—
Total comprehensive income (loss)												605		27		632		48


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

Common stock issuance	—		—		6		—			—		6		—		6		—
Common stock acquired - Share repurchase	—		(640)		—		—			—		(640)		—		(640)		—

Dividends on preferred stock	—		—		—		—			(41)		(41)		—		(41)		—
Dividends on common stock	—		—		—		—			(168)		(168)		—		(168)		—
Share-based compensation	—		(58)		117		—			(5)		54		—		54		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			(4)		(4)		73		69		(4)
Balance as of December 31, 2024	$	1	$	(754)	$	6,266	$	(2,462)		$	954	$	4,005	$	1,783	$	5,788	$	219

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


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Voya Financial, Inc.

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Year Ended December 31,
	2024		2023		2022
Cash Flows from Operating Activities:
Net income (loss)	$	742	$	729	$	433
Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Deferred income tax expense (benefit)	42		(62)		3
Net (gains) losses	27		72		686
Share-based compensation	96		126		90
(Gains) losses on CIEs	(196)		(230)		76
(Gains) losses on limited partnerships/corporations	—		33		27
Changes in operating assets and liabilities:
Deferred policy acquisition costs, value of business acquired and sales inducements, net	102		113		124
Premium receivable and reinsurance recoverable	649		538		278
Other receivables and asset accruals	(153)		31		(211)
Contract owner accounts, future policy benefits and claims, net	465		272		337
Other payables and accruals	(70)		(95)		(279)
(Increase) decrease in cash held by CIEs	(511)		(98)		(355)
Other, net	152		209		143

Net cash provided by operating activities	1,345		1,638		1,352
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	6,239		6,980		7,900
Equity securities	36		139		5
Mortgage loans on real estate	784		600		854
Limited partnerships/corporations	292		470		256
Acquisition of:
Fixed maturities	(5,511)		(4,439)		(8,518)
Equity securities	(59)		(28)		(76)
Mortgage loans on real estate	(301)		(408)		(669)
Limited partnerships/corporations	(464)		(307)		(353)
Short-term investments, net	119		144		(260)
Derivatives, net	206		81		291
Sales from CIEs	1,496		962		849
Purchases within CIEs	(2,608)		(1,225)		(2,338)
Collateral received (delivered), net	167		(19)		54
Receipts on deposit asset contracts	217		253		126

Payments for business acquisitions, net of cash acquired	—		(584)		(2)
Other, net	(132)		(87)		(65)

Net cash provided by (used in) investing activities	481		2,532		(1,946)


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	Year Ended December 31,
	2024		2023		2022
Cash Flows from Financing Activities:
Deposits received for investment contracts	2,945		2,501		5,818
Maturities and withdrawals from investment contracts	(5,569)		(6,355)		(6,354)
Proceeds from issuance of long-term debt	397		388		—
Repayments of long-term debt, including current maturities	(1)		(541)		(366)
Borrowings of CIEs	1,186		487		1,628
Repayments of borrowings of CIEs	(1,081)		(687)		(932)
Contributions from (distributions to) participants in CIEs, net	1,634		772		1,166
Proceeds from issuance of common stock, net	6		—		7


Common stock acquired - Share repurchase	(640)		(369)		(750)
Dividends paid on preferred stock	(41)		(36)		(36)
Dividends paid on common stock (including dividend equivalent payments of $3, $2 and $3 as of 2024, 2023 and 2022, respectively)	(171)		(127)		(83)
Other, net	(95)		(92)		(70)

Net cash provided by (used in) financing activities	(1,430)		(4,059)		28
Net increase (decrease) in cash and cash equivalents, including cash in CIEs	396		111		(566)
Cash and cash equivalents, including cash in CIEs, beginning of period	1,118		1,007		1,573
Cash and cash equivalents, including cash in CIEs, end of period	$	1,514	$	1,118	$	1,007



Supplemental disclosure of cash flow information:
Income taxes paid	$	9	$	11	$	14
Interest paid	103		113		131
Non-cash investing and financing activities:


Treasury stock retirement	—		186		458





			December 31, 2024		December 31, 2023
Reconciliation of cash and cash equivalents, including cash in CIEs:
Cash and cash equivalents			$	1,399	$	937
Cash and cash equivalents in CIEs			115		181
Total cash and cash equivalents, including cash in CIEs			$	1,514	$	1,118

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


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(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 Consolidated Financial Statements.

On September 11, 2024, the Company announced a definitive agreement to acquire the full-service retirement plan business of OneAmerica Financial. This acquisition was accomplished through the purchase of legal entities and an indemnity reinsurance agreement. The acquisition adds scale and a broader set of capabilities to the Company's full-service business in Wealth Solutions, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities and opportunities for distribution partnerships. The transaction closed on January 2, 2025. The purchase consideration includes approximately $50 in cash paid at closing and contingent consideration of up to $160 based on plan persistency and transition incentives.

On August 1, 2023, the Company acquired all remaining equity interest in VFI SLK Global Services Private Limited previously held by SLK and renamed the entity as 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 $53 was made at closing. The Company recorded a gain of $45 in relation to the revaluation of the existing investment in Voya India which was recorded in Net gains (losses) in the Consolidated Statements of Operations for the year ended December 31, 2023. Net assets acquired as part of this transaction included goodwill of $102.

On January 24, 2023, the Company acquired all outstanding shares of Benefitfocus, pursuant to an agreement and plan of merger entered into on November 1, 2022. 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. 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 included customer relationships of $190 with a useful life of 15 years, and software of $70 with a useful life of 5 years.

Basis of Presentation

The accompanying Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

The 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 Consolidated Financial Statements. Intercompany transactions and balances have been eliminated.

Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on Net income (loss) or Total shareholders’ equity.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Significant Accounting Policies

Estimates and Assumptions

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 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 Consolidated Financial Statements.

The Company has identified the following accounts and policies as the most significant in that they involve a higher degree of judgment, are subject to a significant degree of variability and/or contain significant accounting estimates:

•Reserves for future policy benefits;

•Valuation of investments and derivatives;

•Investment impairments;

•Goodwill and other intangible assets;

•Income taxes;

•Contingencies; and

•Employee benefit plans.

Fair Value Measurement

The Company measures the fair value of its financial assets and liabilities based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset, or nonperformance risk, including the Company's own credit risk. The estimate of fair value is the price that would be received to sell an asset or transfer a liability ("exit price") in an orderly transaction between market participants in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability. The Company uses a number of valuation sources to determine the fair values of its financial assets and liabilities, including quoted market prices, third-party commercial pricing services, third-party brokers, industry-standard, vendor-provided software that models the value based on market observable inputs, and other internal modeling techniques based on projected cash flows.

Investments

The accounting policies for the Company's principal investments are as follows:

Fixed Maturities and Equity Securities: The Company measures its equity securities at fair value and recognizes any changes in fair value in net income.

The Company's fixed maturities are generally designated as available-for-sale. In addition, the Company has fixed maturities accounted for using the fair value option ("FVO"). Available-for-sale securities are reported at fair value and unrealized capital gains (losses) on these securities are recorded directly in Accumulated other comprehensive income ("AOCI") and presented net of Deferred income taxes. Trading securities are valued at fair value, with the changes in fair value recorded in Net gains (losses) and interest income recorded in Net investment income in the Consolidated Statements of Operations. In addition, certain fixed maturities have embedded derivatives, which are reported with the host contract on the Consolidated Balance Sheets.

In connection with funds withheld reinsurance treaties, the Company has elected the FVO for certain of its fixed maturities to better match the measurement of those assets and related embedded derivative liabilities in the Consolidated Statements of Operations.

Certain collateralized mortgage obligations ("CMOs"), primarily interest-only and principal-only strips, are accounted for as hybrid instruments and valued at fair value with changes in the fair value recorded in Net gains (losses). Changes in fair value associated with derivatives purchased to hedge CMOs are also recorded in Net gains (losses).


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Purchases and sales of fixed maturities and equity securities, excluding private placements, are recorded on the trade date. Purchases and sales of private placements and mortgage loans are recorded on the closing date. Investment gains and losses on sales of securities are generally determined on a first-in-first-out ("FIFO") basis.

Interest income on fixed maturities is recorded when earned using an effective yield method, giving effect to amortization of premiums and accretion of discounts. Dividends on equity securities are recorded when declared. Such dividends and interest income are recorded in Net investment income.

Included within fixed maturities are loan-backed securities, including residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS") and asset-backed securities ("ABS"). Amortization of the premium or discount from the purchase of these securities considers the estimated timing and amount of prepayments of the underlying loans. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. Prepayment assumptions for single-class and multi-class mortgage-backed securities ("MBS") and ABS are estimated by management using inputs obtained from third-party specialists, including broker-dealers, and based on management's knowledge of the current market. For prepayment-sensitive securities such as interest-only and principal-only strips, inverse floaters and credit-sensitive MBS and ABS securities, which represent beneficial interests in securitized financial assets that are not of high credit quality or that have been credit impaired, the effective yield is recalculated on a prospective basis. For all other MBS and ABS, the effective yield is recalculated on a retrospective basis.

Short-term Investments: Short-term investments include investments with remaining maturities of one year or less, but greater than three months, at the time of purchase. These investments are stated at fair value.

Mortgage Loans on Real Estate: The Company's mortgage loans on real estate are all commercial mortgage loans, which are reported at amortized cost, net of allowance for credit losses. Amortized cost is the principal balance outstanding, net of deferred loan fees and costs. Accrued interest receivable is reported in Accrued investment income on the Consolidated Balance Sheets.

Mortgage loans are evaluated by the Company's investment professionals, including an appraisal of loan-specific credit quality, property characteristics and market trends. Loan performance is continuously monitored on a loan-specific basis throughout the year. The Company's review includes submitted appraisals, operating statements, rent revenues and annual inspection reports, among other items. This review evaluates whether the properties are performing at a consistent and acceptable level to secure the debt.

Management estimates the credit loss allowance balance using a factor-based method of probability of default and loss given default which incorporates relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Included in the factor-based method are the consideration of debt type, capital market factors and market vacancy rates, and loan-specific risk characteristics such as debt service coverage ratios (“DSC”), loan-to-value (“LTV”), collateral size, seniority of the loan, segmentation and property types.

The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. The change in the allowance for credit losses is recorded in Net gains (losses). Loans are written off against the allowance when management believes the uncollectability of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously written-off and expected to be written-off.

Mortgages are rated for the purpose of quantifying the level of risk. Those loans with higher risk are placed on a watch list and are closely monitored for collateral deficiency or other credit events that may lead to a potential loss of principal or interest. The Company defines delinquent mortgage loans consistent with industry practice as 60 days past due.

Commercial mortgage loans are placed on non-accrual status when 90 days in arrears if the Company has concerns regarding the collectability of future payments, or if a loan has matured without being paid off or extended. Factors considered may include conversations with the borrower, loss of major tenant, bankruptcy of borrower or major tenant, decreased property cash flow, number of days past due, or various other circumstances. Based on an assessment as to the collectability of the principal, a determination is made either to apply against the book value or apply according to the contractual terms of the loan. Funds


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

recovered in excess of book value would then be applied to recover expenses, impairments, and then interest. Accrual of interest resumes after factors resulting in doubts about collectability have improved.

For those mortgages that are determined to require foreclosure, expected credit losses are based on the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. Property obtained from foreclosed mortgage loans is recorded in Other investments on the Consolidated Balance Sheets.

Policy Loans: Policy loans are carried at an amount equal to the unpaid balance. Interest income on such loans is recorded as earned in Net investment income using the contractually agreed upon interest rate. Generally, interest is capitalized on the policy's anniversary date. Valuation allowances are not established for policy loans, as these loans are collateralized by the cash surrender value of the associated insurance contracts. Any unpaid principal or interest on the loan is deducted from the account value or the death benefit prior to settlement of the policy.

Limited Partnerships/Corporations: The Company uses the equity method of accounting for investments in limited partnership interests that are not consolidated, which primarily consist of investments in private equity funds, hedge funds and other VIEs for which the Company is not the primary beneficiary. Generally, the Company records its share of earnings using a lag methodology, relying on the most recent financial information available, typically not to exceed three months. The Company's earnings from limited partnership interests accounted for under the equity method are recorded in Net investment income.

Other Investments: Other investments are comprised primarily of Federal Home Loan Bank ("FHLB") stock and property obtained from foreclosed mortgage loans, as well as other miscellaneous investments. The Company is a member of the FHLB system and is required to own a certain amount of FHLB stock based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value.

Securities Pledged: The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions, through a lending agent, for short periods of time. The Company has the right to approve any institution with whom the lending agent transacts on its behalf. Initial collateral, primarily cash, is required at an agreed-upon percentage of the market value of the loaned securities. The lending agent retains the collateral and invests it in short-term 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. See also Repurchase Agreements below.

Investment Impairments

The Company evaluates its available-for-sale investments quarterly to determine whether a decline in fair value below the amortized cost basis has resulted from credit loss or other factors. This evaluation process entails considerable judgment and estimation. Factors considered in this analysis include, but are not limited to, the extent to which the fair value has been less than amortized cost, the issuer's financial condition and near-term prospects, future economic conditions and market forecasts, interest rate changes and changes in ratings of the security. A severe unrealized loss position on a fixed maturity may not have any impact on (a) the ability of the issuer to service all scheduled interest and principal payments and (b) the evaluation of recoverability of all contractual cash flows or the ability to recover an amount at least equal to its amortized cost based on the present value of the expected future cash flows to be collected.

When assessing the Company's intent to sell a security, or if it is more likely than not it will be required to sell a security before recovery of its amortized cost basis, management evaluates facts and circumstances such as, but not limited to, decisions to rebalance the investment portfolio and sales of investments to meet cash flow or capital needs.

When the Company has determined it has the intent to sell, or if it is more likely than not that the Company will be required to sell a security before recovery of its amortized cost basis, and the fair value has declined below amortized cost ("intent impairment"), the individual security is written down from amortized cost to fair value, and a corresponding charge is recorded in Net gains (losses) as impairments in the Consolidated Statements of Operations.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

For available-for-sale securities that do not meet the intent impairment criteria but the Company has determined that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss allowance is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis.

The Company uses the following methodology and significant inputs in determining whether a credit loss exists:

•When determining collectability and the period over which the value is expected to recover for U.S. and foreign corporate securities, foreign government securities and state and political subdivision securities, the Company applies the same considerations utilized in its overall impairment evaluation process, which incorporates information regarding the specific security, the industry and geographic area in which the issuer operates and overall macroeconomic conditions. Projected future cash flows are estimated using assumptions derived from the Company's best estimates of likely scenario-based outcomes, after giving consideration to a variety of variables that includes, but is not limited to: general payment terms of the security; the likelihood that the issuer can service the scheduled interest and principal payments; the quality and amount of any credit enhancements; the security's position within the capital structure of the issuer; possible corporate restructurings or asset sales by the issuer; and changes to the rating of the security or the issuer by rating agencies.

•Additional considerations are made when assessing the unique features that apply to certain structured securities, such as subprime, Alt-A, non-agency RMBS, CMBS and ABS. These additional factors for structured securities include, but are not limited to: the quality of underlying collateral; expected prepayment speeds; loan-to-value ratios; debt service coverage ratios; current and forecasted loss severity; consideration of the payment terms of the underlying assets backing a particular security; and the payment priority within the tranche structure of the security.

•When determining the amount of the credit loss for U.S. and foreign corporate securities, foreign government securities and state and political subdivision securities, the Company considers the estimated fair value as the recovery value when available information does not indicate that another value is more appropriate. When information is identified that indicates a recovery value other than estimated fair value, the Company considers in the determination of recovery value the same considerations utilized in its overall impairment evaluation process, which incorporates available information and the Company's best estimate of scenario-based outcomes regarding the specific security and issuer; possible corporate restructurings or asset sales by the issuer; the quality and amount of any credit enhancements; the security's position within the capital structure of the issuer; fundamentals of the industry and geographic area in which the security issuer operates; and the overall macroeconomic conditions.

•The Company performs a discounted cash flow analysis comparing the current amortized cost of a security to the present value of future cash flows expected to be received, including estimated defaults and prepayments. The discount rate is generally the effective interest rate of the fixed maturity prior to impairment.

Changes in the allowance for credit losses are recorded in Net gains (losses) as impairments. Losses are charged against the allowance when the Company believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on available-for-sale securities is excluded from the estimate of credit losses. The Company evaluates the collectability of accrued interest receivable as part of its quarterly impairment evaluation of available-for-sale investments. Losses are recorded in Net investment income when the Company believes the uncollectability of the accrued interest receivable is confirmed.

Derivatives

The Company's use of derivatives is limited mainly to economic hedging to reduce the Company's exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, exchange rate risk and market risk. It is the Company's policy not to offset amounts recognized for derivative instruments and amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement, which provides the Company with the legal right of offset. However, in accordance with the Chicago Mercantile Exchange ("CME") rules related to the variation margin payments, the Company is required to adjust the derivative balances with the variation margin payments related to its cleared derivatives executed through CME.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company enters into interest rate, equity market, credit default and currency contracts, including swaps, futures, forwards, caps, floors and options, to reduce and manage various risks associated with changes in value, yield, price, cash flow or exchange rates of assets or liabilities held or intended to be held, or to assume or reduce credit exposure associated with a referenced asset, index or pool. The Company also utilizes options and futures on equity indices to reduce and manage risks associated with its universal life-type ("UL-type") and annuity products. Derivative contracts are reported as Derivatives assets or liabilities on the Consolidated Balance Sheets at fair value. Changes in the fair value of derivatives are recorded in Net gains (losses) in the Consolidated Statements of Operations. Gains (losses) and net investment income related to derivatives are reflected as adjustments to reconcile Net cash flows from operating activities, and the net cash activity from derivatives is reflected in Net cash flows from investing activities, in the Consolidated Statements of Cash Flows. Any noncash activity, to the extent it is material, is excluded and reflected in a noncash supplementary schedule related to investing and financing activities.

To qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge as either (a) a hedge of the exposure to changes in the estimated fair value of a recognized asset or liability or an identified portion thereof that is attributable to a particular risk ("fair value hedge") or (b) a hedge of a forecasted transaction or of the variability of cash flows that is attributable to interest rate risk to be received or paid related to a recognized asset or liability ("cash flow hedge"). In this documentation, the Company sets forth how the hedging instrument is expected to hedge the designated risks related to the hedged item and sets forth the method that will be used to retrospectively and prospectively assess the hedging instrument's effectiveness and the method that will be used to measure ineffectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and periodically throughout the life of the designated hedging relationship.

•Fair Value Hedge: For derivative instruments that are designated and qualify as a fair value hedge, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the same line item in the Consolidated Statements of Operations as impacted by the hedged item.

•Cash Flow Hedge: For derivative instruments that are designated and qualify as a cash flow hedge, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is reported as a component of AOCI. Those amounts are subsequently reclassified to earnings when the hedged item affects earnings, and are reported in the same line item in the Consolidated Statements of Operations as impacted by the hedged item.

Even if a derivative qualifies for hedge accounting treatment, there may be an element of ineffectiveness of the hedge. The ineffective portion of a hedging relationship subject to hedge accounting is recognized in Net gains (losses).

When hedge accounting is discontinued because it is determined that the derivative is no longer expected to be highly effective in offsetting changes in the estimated fair value or cash flows of a hedged item, the derivative continues to be carried on the Consolidated Balance Sheets at its estimated fair value, with subsequent changes in estimated fair value recognized currently in Net gains (losses). The carrying value of the hedged asset or liability under a fair value hedge is no longer adjusted for changes in its estimated fair value due to the hedged risk, and the cumulative adjustment to its carrying value is amortized into income over the remaining life of the hedged item. Provided the hedged forecasted transaction is still probable of occurrence, the changes in estimated fair value of derivatives recorded in Other comprehensive income (loss) related to discontinued cash flow hedges are released into the Consolidated Statements of Operations when the Company's earnings are affected by the variability in cash flows of the hedged item.

When hedge accounting is discontinued because it is no longer probable that the forecasted transactions will occur on the anticipated date, or within two months of that date, the derivative continues to be carried on the Consolidated Balance Sheets at its estimated fair value, with changes in estimated fair value recognized currently in Net gains (losses). Derivative gains and losses recorded in Other comprehensive income (loss) pursuant to the discontinued cash flow hedge of a forecasted transaction that is no longer probable are recognized immediately in Net gains (losses).

The Company also has investments in certain fixed maturities and has issued certain UL-type and annuity products that contain embedded derivatives for which fair value is at least partially determined by levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity markets or credit ratings/spreads. Embedded derivatives within fixed maturities are included with the host contract on the Consolidated Balance Sheets, and changes in the


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

fair value of the embedded derivatives are recorded in Net gains (losses). Embedded derivatives within certain UL-type and annuity products are included in Future policy benefits on the Consolidated Balance Sheets, and changes in the fair value of the embedded derivatives are recorded in Net gains (losses).

In addition, the Company has entered into coinsurance with funds withheld and modified coinsurance reinsurance arrangements that contain embedded derivatives, the fair value of which is based on the change in the fair value of the underlying assets held in trust. These embedded derivatives are reported with the host contract in Other liabilities and Premium receivables and reinsurance recoverable, respectively, on the Consolidated Balance Sheets. Changes in the fair value of embedded derivatives are recorded in Policyholder benefits in the Consolidated Statements of Operations.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks and other highly liquid investments, such as money market instruments and debt instruments with maturities of three months or less at the time of purchase. Cash and cash equivalents are stated at fair value. Cash and cash equivalents of VIEs and VOEs are not available for general use by the Company.

Deferred Policy Acquisition Costs and Value of Business Acquired

Deferred policy acquisition costs ("DAC") represent policy acquisition costs that have been capitalized and are subject to amortization. Capitalized costs are incremental, direct costs of contract acquisition and certain other costs related directly to successful acquisition activities. Such costs consist principally of commissions, underwriting, sales and contract issuance and processing expenses directly related to the successful acquisition of new and renewal business. Indirect or unsuccessful acquisition costs, maintenance, product development and overhead expenses are charged to expense as incurred. Value of business acquired ("VOBA") represents the outstanding value of in-force business acquired and is subject to amortization. The value is based on the present value of estimated net cash flows embedded in the insurance contracts at the time of the acquisition and increased for subsequent deferrable expenses on purchased policies. DAC/VOBA amortization is recorded in Net amortization of Deferred policy acquisition costs and Value of business acquired in the Consolidated Statements of Operations.

Amortization Methodologies

The Company amortizes DAC/VOBA related to certain traditional life insurance contracts, certain accident and health insurance contracts and deferred annuity contracts on a constant level basis over the expected term of the related contracts. Contracts are grouped for amortization purposes by product or market type and issue year cohort on a basis consistent with those used in estimating the associated liability or other related balance, where applicable.

The principal assumption deemed critical to the DAC/VOBA amortization is the estimated contract term, which incorporates mortality and persistency, and represents management’s best estimate of future outcome. The Company periodically reviews this assumption against actual experience and, based on additional information that becomes available, updates the assumption. Changes in contract term estimates are reflected prospectively in amortization expense as of the beginning of the reporting period in which the change is made.

VOBA is subject to recoverability testing; DAC is not. The Company performs testing to assess the recoverability of VOBA on an annual basis, or more frequently if circumstances indicate a potential loss recognition issue exists. If VOBA is not deemed recoverable, charges will be applied against the VOBA balance before an additional reserve is established.

Internal Replacements

Contract owners may periodically exchange one contract for another, or make modifications to an existing contract. These transactions are identified as internal replacements. Internal replacements that are determined to result in substantially unchanged contracts are accounted for as continuations of the replaced contracts. Any costs associated with the issuance of the new contracts are considered maintenance costs and expensed as incurred. Unamortized DAC/VOBA related to the replaced contracts continue to be deferred and amortized in connection with the new contracts. Internal replacements that are determined to result in contracts that are substantially changed are accounted for as extinguishments of the replaced contracts, and any


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

unamortized DAC/VOBA related to the replaced contracts are written off to the same account in which amortization is reported in the Consolidated Statements of Operations.

Goodwill and Other Intangible Assets

Goodwill

Goodwill arises in connection with business combinations and represents the excess of cost of the acquisition over the fair value of identifiable net assets acquired. Goodwill is not amortized, but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is assigned to a reporting unit at the date the goodwill is initially recorded and is tested for impairment at that level. A reporting unit is an operating segment, or a unit one level below the operating segment if discrete financial information is prepared and regularly reviewed by management at that level. Once goodwill has been assigned to a reporting unit, it is no longer associated with a particular acquisition and all of the activities within the reporting unit, whether acquired or organically grown, are available to support the value of goodwill.

The Company tests goodwill for impairment annually in the fourth quarter by either performing a qualitative assessment or a quantitative test. The qualitative impairment assessment is an assessment of relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company may elect not to perform the qualitative impairment assessment for some or all of its reporting units and instead perform a quantitative impairment test which involves comparing a reporting unit’s fair value to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess, limited to the carrying amount of goodwill allocated to the reporting unit. Subsequent reversal of goodwill impairment losses is not permitted. In performing the quantitative impairment test, the Company is required to make significant estimates in determining the fair value of a reporting unit including, but not limited to, projected revenues and operating margins, applicable discount and growth rates and comparative market multiples.

Other Intangible Assets

Intangible assets identified upon the acquisition of a business are recorded at fair value as of the acquisition date. Indefinite-lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment testing for indefinite-lived intangible assets primarily consists of a qualitative assessment to determine if a quantitative assessment is needed for a comparison of the fair value of the intangible asset with its carrying value. If a quantitative assessment is deemed necessary and the carrying amount of the intangible asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. In performing the quantitative impairment test, the Company is required to make significant estimates in determining the fair value of an indefinite-lived intangible asset including, but not limited to, projected revenues and discount rates.

Finite-lived intangible assets are amortized over their estimated useful lives as related benefits emerge and are reviewed periodically for indicators of change in useful lives or impairment. If facts and circumstances suggest possible impairment, the sum of the estimated undiscounted future cash flows expected to result from the use of the asset is compared to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset is written down to its fair value determined using discounted cash flows.

Impairment losses and amortization of intangible assets are recognized in Operating expenses in the Consolidated Statements of Operations.

Contract Costs Associated with Certain Revenue Contracts

Contract cost assets represent costs incurred to obtain or fulfill contracts for non-insurance financial services and software subscriptions and services that are expected to be recovered and, thus, have been capitalized and are subject to amortization. Capitalized contract costs include incremental costs of obtaining a contract and fulfillment costs that relate directly to a contract and generate or enhance resources of the Company that are used to satisfy performance obligations. Capitalized contract costs are amortized on a straight-line basis over the estimated lives of the contracts, which typically range from 5 to 15 years.

Capitalized contract costs are included in Other assets on the Consolidated Balance Sheets, and costs expensed as incurred are included in Operating expenses in the Consolidated Statements of Operations.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

As of December 31, 2024 and 2023 contract cost assets were $105 and $98, respectively. For the years ended December 31, 2024, 2023 and 2022 amortization expense of $21, $20 and $21, respectively, was recorded in Operating expenses. There was no impairment loss in relation to the contract costs capitalized.

Future Policy Benefits and Contract Owner Account Balances

Future Policy Benefits

The Company establishes and carries actuarially-determined reserves that are calculated to meet its future obligations, including estimates of unpaid claims and claims that the Company believes have been incurred but have not yet been reported as of the balance sheet date.

•Reserves for long-duration traditional life insurance contracts (term insurance, participating and non-participating whole life insurance and traditional group life insurance) and accident and health insurance represent the present value of future benefits to be paid to or on behalf of contract owners and related expenses, less the present value of future net premiums.

•Reserves for payout contracts with life contingencies are equal to the present value of future payments.

Principal assumptions used to establish liabilities for future policy benefits include interest rate, 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 Company experience and periodically reviewed against industry standards. The Company reviews these assumptions at least annually and updates them if necessary. In addition to assumption updates, the Company adjusts reserves for actual experience in the period in which the experience occurs. Changes in, or deviations from, the assumptions used can significantly affect the Company's reserve levels and related results of operations. Remeasurements of the reserves as a result of assumption updates and adjustments for actual experience are recognized in Policyholder benefits in the Consolidated Statements of Operations.

Interest rates used in discounting the reserves are based on an upper-medium grade (low-credit-risk) fixed-income instrument yield derived from observable market data. A 30-year forward rate is used for periods beyond the last observable market point. Reserves are remeasured quarterly to reflect changes in the discount rate, with the resulting change recorded in AOCI. Locked-in interest rates used to determine interest accretion on reserves for new contracts sold are based on the upper-medium grade (low-credit-risk) fixed-income instrument yield applicable at the time the business was issued. Locked-in interest accretion rates for contracts in-force as of January 1, 2021, the transition date for Targeted Improvements for Long-Duration Contracts, are based on the locked-in interest rates in effect for those contracts immediately prior to the transition date. Interest accretion is recorded in Policyholder benefits.

Short Duration Contracts and Premium Deficiency Reserve

The Company’s Health Solutions segment offers short duration insurance contracts including individual excess risk medical stop loss (“medical stop loss”) products. The short duration contracts’ liabilities include liabilities for unpaid claims and claims adjustment expenses which are an estimate of ultimate costs of settling claims, including claims that have been incurred but not reported ("IBNR"). IBNR is not discounted and is reported in Future policy benefits on the Consolidated Balance Sheets. The Company establishes the unpaid claims liability using actuarial methodologies and claim development assumptions based on Company experience. In addition, analysis of claim reporting speeds as well as feedback from members of pricing, underwriting and claims teams are also factored in the review and update of claim development experience assumptions that occurs at least quarterly. Adjustments to the unpaid claim liability resulting from these reviews are recognized in Policyholder benefits in the Consolidated Statements of Operations in the period the adjustment occurs. A premium deficiency reserve may be established when a loss is expected based on significant changes in anticipated experience. The Company considers anticipated investment income in determining if a premium deficiency exists.

Contract Owner Account Balances

Contract owner account balances relate to UL-type and investment-type contracts, as follows:

•Account balances for funding agreements with fixed maturities are calculated using the amount deposited with the Company, less withdrawals, plus interest accrued to the ending valuation date. Interest on these contracts is accrued by a predetermined index, plus a spread or a fixed rate, established at the issue date of the contract.

•Account balances for UL-type contracts, including variable universal life ("VUL") contracts, are equal to cumulative deposits, less charges, withdrawals and account values released upon death, plus credited interest thereon.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

•Account balances for fixed annuities and payout contracts without life contingencies are equal to cumulative deposits, less charges and withdrawals, plus credited interest thereon. Credited interest rates vary by product and range up to 5.1%. Account balances for group immediate annuities without life contingent payouts are equal to the discounted value of the payment at the implied break-even rate.

Product Guarantees and Additional Reserves

The Company calculates additional reserve liabilities for certain UL-type products, certain variable annuity guaranteed benefits and variable funding products. The Company periodically evaluates its estimates and adjusts the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised. Changes in, or deviations from, the assumptions used can significantly affect the Company's reserve levels and related results of operations.

Universal and Variable Universal Life: The Company establishes additional reserves on universal life ("UL") and VUL contracts, primarily related to secondary guarantees and paid-up guarantees, for the portion of contract assessments received in early years that will be used to compensate the Company for benefits provided in later years. These reserves are calculated by estimating the expected value of benefits payable and recognizing those benefits ratably over the accumulation period based on total expected assessments, using interest rates consistent with the underlying contracts' interest crediting rates. Included are contracts where the Company contractually guaranteed a death benefit even when there is insufficient value to cover monthly mortality and expense charges, whereas otherwise the contract would typically lapse ("no lapse guarantee"), and other provisions that would produce expected gains from the insurance benefit function followed by losses from that function in later years. Additional reserves for UL and VUL contracts are recorded in Future policy benefits on the Consolidated Balance Sheets.

Stabilizer and MCG: Guaranteed credited rates give rise to an embedded derivative in the stabilizer ("Stabilizer") products and a stand-alone derivative for managed custody guarantee products ("MCG"). These derivatives are measured at estimated fair value and recorded in Contract owner account balances. Changes in estimated fair value that are not related to attributed fees collected or payments made, are reported in Net gains (losses) in the Consolidated Statements of Operations.

The estimated fair value of the Stabilizer embedded derivative and MCG stand-alone derivative 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 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.

The liabilities for the Stabilizer embedded derivative and the MCG stand-alone derivative include a risk margin to capture uncertainties related to policyholder behavior assumptions. The margin represents additional compensation a market participant would require to assume these risks.

The discount rate used to determine the fair value of the liabilities for the Stabilizer embedded derivative and the MCG stand-alone derivative includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk").

Separate Accounts

Separate account assets and liabilities generally represent funds maintained to meet specific investment objectives of contract owners or participants who bear the investment risk, subject, in limited cases, to minimum guaranteed rates. Investment income and investment gains and losses generally accrue directly to such contract owners. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company.

Separate account assets supporting variable options under variable annuity contracts are invested, as designated by the contract owner or participant under a contract, in shares of mutual funds that are managed by the Company or in other selected mutual funds not managed by the Company.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company reports separately, as assets and liabilities, investments held in the separate accounts and liabilities of separate accounts if:

•Such separate accounts are legally recognized;

•Assets supporting the contract liabilities are legally insulated from the Company's general account liabilities;

•Investments are directed by the contract owner or participant; and

•All investment performance, net of contract fees and assessments, is passed through to the contract owner.

The Company reports separate account assets that meet the above criteria at fair value on the Consolidated Balance Sheets based on the fair value of the underlying investments. The underlying investments include mutual funds, short-term investments, cash and fixed maturities. Separate account liabilities equal separate account assets. Investment income and net realized and unrealized capital gains (losses) of the separate accounts, however, are not reflected in the Consolidated Statements of Operations, and the Consolidated Statements of Cash Flows do not reflect investment activity of the separate accounts.

Short-term and Long-term Debt

Short-term and long-term debt are carried on the Consolidated Balance Sheets at an amount equal to the unpaid principal balance, net of any remaining unamortized discount or premium and any direct and incremental costs attributable to issuance. Discounts, premiums and direct and incremental costs are amortized as a component of Interest expense in the Consolidated Statements of Operations over the life of the debt using the effective interest method of amortization.

Repurchase Agreements

The Company engages in dollar repurchase agreements with MBS ("dollar rolls") and repurchase agreements with other collateral types to increase its return on investments and improve liquidity. Such arrangements meet the requirements to be accounted for as financing arrangements.

The Company enters into dollar roll transactions by selling existing MBS and concurrently entering into an agreement to repurchase similar securities within a short time frame at a lower price. Under repurchase agreements, the Company borrows cash from a counterparty at an agreed upon interest rate for an agreed upon time frame and pledges collateral in the form of securities. At the end of the agreement, the counterparty returns the collateral to the Company, and the Company, in turn, repays the loan amount along with the additional agreed upon interest.

The Company's policy requires that at all times during the term of the dollar roll and repurchase agreements that cash or other collateral types obtained is sufficient to allow the Company to fund substantially all of the cost of purchasing replacement assets. Cash received is generally invested in short-term investments, which are included in Short-term investments under securities loan agreements, including collateral delivered, with the offsetting obligation to repay the loan included within Payables under securities loan and repurchase agreements, including collateral held, on the Consolidated Balance Sheets. The carrying value of the securities pledged in dollar rolls and repurchase agreement transactions is included in Securities pledged on the Consolidated Balance Sheets.

Recognition of Revenue

Insurance Revenue and Related Benefits

Premiums related to traditional life insurance contracts and payout contracts with life contingencies are recognized in Premiums in the Consolidated Statements of Operations when due from the contract owner. When premiums are due over a significantly shorter period than the period over which benefits are provided, any gross premium in excess of the net premium (i.e., the portion of the gross premium required to provide for expected future benefits and expenses) is deferred and recognized into revenue in a constant relationship to insurance in force. Benefits are recorded in Policyholder benefits in the Consolidated Statements of Operations when incurred.

Amounts received as payment for investment-type, UL-type, fixed annuities, and payout contracts without life contingencies are reported as deposits to contract owner account balances. Revenues from these contracts consist primarily of fees assessed against the contract owner account balance for mortality and policy administration charges and are reported in Fee income in the Consolidated Statements of Operations. Surrender charges are reported in Other revenue in the Consolidated Statements of


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Operations. In addition, the Company earns investment income from the investment of contract deposits in the Company's general account portfolio, which is reported in Net investment income in the Consolidated Statements of Operations. Benefits and expenses for these products include claims in excess of related account balances, expenses of contract administration and interest credited to contract owner account balances.

Performance-based Capital Allocations on Private Equity Funds

Under asset management arrangements for certain of its sponsored private equity funds, the Company, as General Partner, is entitled to receive performance-based capital allocations ("carried interest") when the return on assets under management for such funds exceeds prescribed investment return hurdles or other performance targets. Carried interest is accrued quarterly based on measuring cumulative fund performance against the stated performance hurdle, as if the fund was liquidated at its estimated fair value as of the applicable balance sheet date.

Carried interest is subject to adjustment to the extent that subsequent fund performance causes the fund’s cumulative investment return to fall below specified investment return hurdles. In such a circumstance, 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 and, if such allocations have been distributed to the Company but are subject to recoupment by the fund, a liability is established for the potential repayment obligation.

Revenue from Contracts with Customers

Revenue for various financial services and software subscriptions and services is measured based on consideration specified in a contract with a customer and is recognized when the Company has satisfied a performance obligation, unless the transaction price includes variable consideration that is constrained; in such case, the Company recognizes revenue when the uncertainty associated with the constrained amount is subsequently resolved.

•Financial Services – For advisory, asset management, and recordkeeping and administration ("R&A") services, the Company recognizes revenue as services are provided, generally over time. The Company provides distribution services at a point in time and recognizes the related revenue as consideration is received. Revenue from shareholder servicing is recognized as services are provided over time. Contract terms are typically less than one year, and consideration is variable. Revenue for financial services is recorded in Fee income and Other revenue in the Consolidated Statements of Operations.

•Software Subscriptions and Services – Software subscriptions and services include access to and usage of cloud-based benefits software for employer and health plan customers, software implementation and support services, and distribution services. Contract terms are typically one to three years, and consideration can be fixed or variable. Revenue for software subscriptions and services is generally recognized over time and recorded in Other revenue in the Consolidated Statements of Operations.

For a description of principal activities by segment from which the Company generates revenue, see the Segments Note in these Consolidated Financial Statements for further information. See the Revenue from Contracts with Customers Note in these Consolidated Financial Statements for revenue disaggregated by type of service.

Income Taxes

The Company’s provision for income taxes is based on income and expense reported in the financial statements after adjustments for permanent differences between the financial statements and consolidated federal income tax return. Permanent differences include the dividends received deduction, tax credits and non-controlling interest. As a result of permanent differences, the effective tax rate reflected in the financial statements may be different than the actual rate in the income tax return. Current income tax receivable or payable is recognized within Other assets or Other liabilities, respectively, in the Consolidated Balance Sheets.

Temporary differences between the Company's financial statements and income tax return create deferred tax assets and liabilities. Deferred tax assets represent the tax benefit of future deductible temporary differences, net operating loss carryforwards and tax credit carryforwards. The Company's deferred tax assets and liabilities are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The Company evaluates and tests the recoverability of its deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence, it is more likely than not that some portion, or all, of the deferred tax assets will


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

not be realized. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, the Company considers many factors, including the nature and character of the deferred tax assets and liabilities, the amount and character of book income or losses in recent years, projected future taxable income and future reversals of temporary differences, tax planning strategies the Company would employ to avoid a tax benefit from expiring unused, and the length of time carryforwards can be utilized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained under examination by the applicable taxing authority. The Company also considers positions that have been reviewed and agreed to as part of an examination by the applicable taxing authority. For items that meet the more-likely-than-not recognition threshold, the Company measures the tax position as the largest amount of benefit that is more than 50% likely to be realized upon ultimate resolution with the applicable tax authority that has full knowledge of all relevant information.

Reinsurance

The Company utilizes reinsurance agreements in most aspects of its insurance business to reduce its exposure to large losses. Such reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the primary liability of the Company as direct insurer of the risks reinsured.

For each of its reinsurance agreements, the Company determines whether the agreement provides indemnification against loss or liability relating to insurance risk. The Company reviews contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims. The assumptions used to account for both long and short-duration reinsurance agreements are consistent with those used for the underlying contracts, with the exception of the interest accretion rate on reinsurance recoverable assets associated with in-force business reinsured. Ceded Future policy benefits and Contract owner account balances are reported gross on the Consolidated Balance Sheets.

Long Duration: For reinsurance of long-duration contracts that transfer significant insurance risk, the difference, if any, between the amounts paid and benefits received related to the underlying contracts is included in the expected net cost of reinsurance, which is recorded in Premium receivable and reinsurance recoverable or Other liabilities, as appropriate, on the Consolidated Balance Sheets.

Short-duration: For prospective reinsurance of short-duration contracts that meet the criteria for reinsurance accounting, amounts paid are recorded as ceded premiums and ceded unearned premiums and are reflected as a component of Premiums in the Consolidated Statements of Operations and Other assets on the Consolidated Balance Sheets, respectively. Ceded unearned premiums are amortized through premiums over the remaining contract period in proportion to the amount of protection provided.

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. Deposits received are included in Other liabilities, and deposits made are included in Other assets on the Consolidated Balance Sheets. As amounts are paid or received, consistent with the underlying contracts, the deposit assets or liabilities are adjusted.

Accounting for reinsurance requires use of assumptions and estimates, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risks. The Company reviews assumptions used to establish assets and liabilities relating to ceded and assumed reinsurance at least annually and updates them if necessary. In addition to the assumption updates, the Company adjusts these assets or liabilities for actual experience in the period in which the experience occurs. The Company also evaluates the financial strength of potential reinsurers and continually monitors the financial condition of reinsurers.

Reinsurance recoverable and deposit asset balances are reported net of the allowance for credit losses on the Company’s Consolidated Balance Sheets. Management estimates the credit loss allowance balance using a factor-based method of probability of default and loss given default which incorporates relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Included in the factor-based


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

method are the consideration of capital market factors, counterparty financial information and ratings, and reinsurance agreement-specific risk characteristics such as collateral type, collateral size, and covenant strength.

The allowance for credit losses is a valuation account that is deducted from the reinsurance recoverable balance to present the net amount expected to be collected on the reinsurance recoverable. The change in the allowance for credit losses is recorded in Policyholder benefits in the Consolidated Statements of Operations.

Current reinsurance recoverable balances deemed probable of recovery and payable balances under reinsurance agreements are included in Premium receivable and reinsurance recoverable and Other liabilities, respectively. Such assets and liabilities relating to reinsurance agreements with the same reinsurer are recorded net on the Consolidated Balance Sheets if a right of offset exists within the reinsurance agreement. Premiums, Fee income and Policyholder benefits are reported net of reinsurance ceded.

The Company has entered into coinsurance funds withheld reinsurance arrangements that contain embedded derivatives for which carrying value is estimated based on the change in the fair value of the assets supporting the funds withheld payable under the agreements.

Employee Benefits Plans

The Company sponsors and/or administers various plans that provide defined benefit pension and other postretirement benefit plans covering eligible employees, sales representatives, and other individuals. The plans are generally funded through payments, determined by periodic actuarial calculations, to trustee-administered funds.

A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive upon retirement, usually dependent on one or more factors such as age, years of service, and compensation. The liability recognized in respect of defined benefit pension plans is the present value of the projected pension benefit obligation ("PBO") at the balance sheet date, less the fair value of plan assets, together with adjustments for unrecognized past service costs. This liability is included in Other liabilities on the Consolidated Balance Sheets. The PBO is defined as the actuarially calculated present value of vested and non-vested pension benefits accrued based on future salary levels. The Company recognizes the funded status of the PBO for pension plans and the accumulated postretirement benefit obligation ("APBO") for other postretirement plans on the Consolidated Balance Sheets.

Net periodic benefit cost is determined using management estimates and actuarial assumptions to derive service cost, interest cost and expected return on plan assets for a particular year and is included in Operating expenses in the Consolidated Statements of Operations. The obligations and expenses associated with these plans require use of assumptions, such as discount rate, expected rate of return on plan assets, rate of future compensation increases and healthcare cost trend rates, as well as assumptions regarding participant demographics, such as age of retirement, withdrawal rates and mortality. Management determines these assumptions based on a variety of factors, such as historical performance of the plan and its assets, currently available market and industry data and expected benefit payout streams. Actual results could vary significantly from assumptions based on changes, such as economic and market conditions, demographics of participants in the plans and amendments to benefits provided under the plans. These differences may have a significant effect on the Company's Consolidated Financial Statements and liquidity. Differences between the expected return and the actual return on plan assets and actuarial gains (losses) are immediately recognized in Operating expenses in the Consolidated Statements of Operations.

For postretirement healthcare and other benefits to retirees, the expected costs of these benefits are accrued in Other liabilities over the period of employment using an accounting methodology similar to that for defined benefit pension plans. Actuarial gains (losses) are immediately recognized in Operating expenses in the Consolidated Statements of Operations.

Share-based Compensation

The Company grants certain employees and directors share-based compensation awards under various plans. Share-based compensation plans are subject to certain vesting conditions. The Company measures the cost of its share-based awards at their grant date fair value, which in the case of restricted stock units ("RSUs ") and performance share units ("PSUs"), is based upon the market value of the Company's common stock on the date of grant. The Company grants certain PSU awards, which are


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

subject to attainment of specified total shareholder return ("TSR") targets relative to a specified peer group. The number of TSR-based PSU awards expected to be earned, based on achievement of the market condition, is factored into the grant date Monte Carlo valuation for the award. Fair value of stock options is determined using a Black-Scholes options valuation methodology. Compensation expense is principally related to the granting of performance share units and restricted stock units and is recognized in Operating expenses in the Consolidated Statements of Operations over the requisite service period. The majority of awards granted are provided in the first quarter of each year. The Company includes estimated forfeitures in the calculation of share-based compensation expense.

The liability related to cash-settled awards is recorded within Other liabilities on the Consolidated Balance Sheets. Unlike equity-settled awards, which have a fixed grant-date fair value, the fair value of unvested cash-settled awards is remeasured at the end of each reporting period until the awards vest.

All excess tax benefits and tax deficiencies related to share-based compensation are reported in Net income (loss).

Earnings per Common Share

Basic earnings per common share ("EPS") is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed assuming the issuance of restricted stock units, stock options, performance share units and warrants using the treasury stock method. Basic and diluted earnings per share are calculated using unrounded, actual amounts. Under the treasury stock method, the Company utilizes the average market price to determine the amount of cash that would be available to repurchase shares if the common shares vested. The net incremental share count issued represents the potential dilutive or anti-dilutive securities.

For any period where a loss from continuing operations available to common shareholders is experienced, shares used in the diluted EPS calculation represent basic shares, as using diluted shares would be anti-dilutive to the calculation.

Treasury Stock

All amounts paid to repurchase common stock are recorded as Treasury stock on the Consolidated Balance Sheets. When Treasury stock is retired and the purchase price is greater than par, an excess of purchase price over par is allocated between additional paid-in capital and retained earnings (deficit). Shares that are retired are determined on a first in, first out ("FIFO") basis.

Consolidation and Noncontrolling Interests

In the normal course of business, the Company invests in, provides investment management services to, and has transactions with, various collateralized loan obligation ("CLO") entities, private equity funds, real estate funds, funds-of-hedge funds, single strategy hedge funds, insurance entities, securitizations and other investment entities. In certain instances, the Company serves as the investment manager, making day-to-day investment decisions concerning the assets of these entities. These entities are considered to be either VIEs or VOEs, and the consolidation guidance requires an assessment involving judgments and analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company's involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would give it a controlling financial interest.

The Company consolidates entities in which it, directly or indirectly, is determined to have a controlling financial interest. Consolidation conclusions are reviewed quarterly to identify whether any reconsideration events have occurred.

•VIEs: The Company consolidates VIEs for which it is the primary beneficiary at the time it becomes involved with a VIE. An entity is a VIE if it has equity investors who, as a group, lack the characteristics of a controlling financial interest or it does not have sufficient equity at risk to finance its expected activities without additional subordinated financial support from other parties. The primary beneficiary (a) has the power to direct the activities of the entity that most significantly impact the entity's economic performance and (b) has the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

•VOEs: For entities determined not to be VIEs, the Company consolidates entities in which it holds greater than 50% of the voting interest, or, for limited partnerships, when the Company owns a majority of the limited partnership's kick-out rights through voting interests.

Noncontrolling interest represents the interests of shareholders, other than the Company, in consolidated entities. In the Consolidated Statements of Operations, Net income (loss) attributable to noncontrolling interest represents such shareholders' interests in the earnings and losses of those entities, or the attribution of results from consolidated VIEs or VOEs to which the Company is not economically entitled.

The Company has a redeemable noncontrolling interest associated with Allianz's 24% economic stake in VIM Holdings, which is reflected within Mezzanine equity on the Consolidated Balance Sheets. This redeemable noncontrolling interest has been classified as Mezzanine equity because in the event of a change in control of the Company, which is not solely within the control of the Company, the redeemable noncontrolling interest could become redeemable for cash or other assets at the option of the holder. A change in control of the Company is not considered probable as of December 31, 2024; therefore, the redeemable noncontrolling interest has not been remeasured to its redemption value.

Contingencies

A loss contingency is an existing condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur. Examples of loss contingencies include pending or threatened adverse litigation, threat of expropriation of assets and actual or possible claims and assessments. Amounts related to loss contingencies are accrued and recorded in Other liabilities on the Consolidated Balance Sheets if it is probable that a loss has been incurred and the amount can be reasonably estimated, based on the Company's best estimate of the ultimate outcome.

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.

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 provisions of ASU 2023-07 were adopted retrospectively for the fiscal year December 31, 2024. The adoption did not have an impact on the Company's financial condition, results of operations, or cash flows. Required disclosure changes have been included in the Segments Note to these Consolidated Financial Statements. Restated prior period disclosures are based on the significant segment expense categories disclosed in the Company's segment footnote.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Future Adoption of Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires the following disclosures:

•Disclose the amounts of (a) employee compensation; (b) depreciation; and (c) intangible asset amortization included in each relevant expense caption.

•Include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements.

•Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

•Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and should be applied either prospectively or retrospectively. The Company is in the process of determining the disclosures that may be required by the adoption of the provisions of ASU 2024-03.

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

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 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 Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

2. Investments (excluding Consolidated Investment Entities)

Fixed Maturities

Available-for-sale and FVO fixed maturities were as follows as of December 31, 2024:


	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Allowance for credit losses		Fair Value
Fixed maturities:
U.S. Treasuries	$	524	$	—	$	52	$	—	$	—	$	472
U.S. Government agencies and authorities	29		1		—		—		—		30
State, municipalities and political subdivisions	697		—		117		—		—		580
U.S. corporate public securities	7,938		124		1,054		—		—		7,008
U.S. corporate private securities	5,275		43		329		—		6		4,983
Foreign corporate public securities and foreign governments(1)	2,729		32		287		—		2		2,472
Foreign corporate private securities(1)	2,693		22		169		—		9		2,537
Residential mortgage-backed securities	3,709		27		261		(4)		—		3,471
Commercial mortgage-backed securities	3,677		4		532		—		17		3,132
Other asset-backed securities	2,779		39		45		—		4		2,769
Total fixed maturities, including securities pledged	30,050		292		2,846		(4)		38		27,454
Less: Securities pledged	1,665		—		149		—		—		1,516
Total fixed maturities	$	28,385	$	292	$	2,697	$	(4)	$	38	$	25,938

(1) Primarily U.S. dollar denominated.

(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Net gains (losses) in the Consolidated Statements of Operations.


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Notes to the Consolidated Financial Statements

(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 December 31, 2024, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called or prepaid. MBS and Other 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	$	607	$	581
After one year through five years	3,946		3,819
After five years through ten years	3,723		3,590
After ten years	11,609		10,092
Mortgage-backed securities	7,386		6,603
Other asset-backed securities	2,779		2,769
Fixed maturities, including securities pledged	$	30,050	$	27,454

As of December 31, 2024 and 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 Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Repurchase Agreements and Securities Pledged

As of December 31, 2024 and 2023, the Company did not have any securities pledged in dollar rolls or reverse repurchase agreements. As of December 31, 2024, Securities pledged included fixed maturity securities and other investments of $1,516 and $7, respectively. As of December 31, 2023, Securities pledged included fixed maturities of $1,160.

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 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:


	December 31, 2024		December 31, 2023
Securities pledged/obligations under repurchase agreements(1)	$	281	$	117
Securities loaned to lending agent(2)	1,083		842
Securities pledged as collateral(2)(3)	159		201
Total	$	1,523	$	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 Consolidated Balance Sheets.

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

(3) See Collateral within the Derivative Financial Instruments Note to these 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:


	December 31, 2024		December 31, 2023
U.S. Treasuries	$	22	$	14

U.S. corporate public securities	601		568

Short-term investments	241		55
Foreign corporate public securities and foreign governments	258		238
Total(1)	$	1,122	$	875

(1) As of December 31, 2024 and 2023, liabilities to return cash collateral were $736 and $660, respectively, and included in Payables under securities loan and repurchase agreements, including collateral held on the 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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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)


Allowance for credit losses

The following table presents a rollforward of the allowance for credit losses on available-for-sale fixed maturity securities for the period presented:
	Year Ended December 31, 2024
	U.S. corporate private securities		Commercial mortgage-backed securities		Foreign corporate public securities and foreign governments		Foreign corporate private securities		Other asset-backed securities		Total
Balance as of January 1	$	—	$	9	$	3	$	2	$	3	$	17
Credit losses on securities for which credit losses were not previously recorded	6		9		—		8		1		24

Reductions for securities sold during the period	—		—		(1)		—		—		(1)


Increase (decrease) on securities with allowance recorded in previous period	—		(1)		—		(1)		—		(2)


Balance as of December 31	$	6	$	17	$	2	$	9	$	4	$	38


	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 these Consolidated Financial Statements.


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Notes to the Consolidated Financial Statements

(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 December 31, 2024
	Twelve Months or Less Below Amortized Cost				More Than Twelve Months Below Amortized Cost	Total
	Fair Value		Unrealized Capital Losses				Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses
U.S. Treasuries	$	304	$	20			$	133	$	32	$	437	$	52
U.S. Government agencies and authorities	14		—				—		—		14		—
State, municipalities and political subdivisions	7		—				562		117		569		117
U.S. corporate public securities	818		35				4,215		1,019		5,033		1,054
U.S. corporate private securities	546		13				2,845		316		3,391		329
Foreign corporate public securities and foreign governments	450		17				1,285		270		1,735		287
Foreign corporate private securities	490		12				1,468		157		1,958		169
Residential mortgage-backed	311		8				1,210		253		1,521		261
Commercial mortgage-backed	24		—				2,751		532		2,775		532
Other asset-backed	93		2				315		43		408		45
Total	$	3,057	$	107			$	14,784	$	2,739	$	17,841	$	2,846


	As of 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


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

As of December 31, 2024, the average duration of the Company's fixed maturities portfolio, including securities pledged, is between 6 and 6.5 years.

As of December 31, 2024 and 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 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. For the years ended December 31, 2024, 2023 and 2022, intent impairments were $13, $27 and $23, 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 years ended December 31, 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.

LTV and DSC ratios are measures commonly used to assess the risk and quality of mortgage loans. The LTV ratio is expressed as a percentage of the amount of the loan relative to the value of the underlying property at origination. An LTV ratio in excess of 100% indicates the unpaid loan amount exceeds the underlying collateral. The DSC ratio, based upon the most recently received financial statements, is expressed as a percentage of the amount of a property’s net income to its debt service payments. A DSC ratio of less than 1.0 indicates that a property’s operations do not generate sufficient income to cover debt payments. These ratios are utilized as part of the review process described above.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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 December 31, 2024 and 2023, respectively.


	As of December 31, 2024
Year of Origination	Loan-to-Value Ratios
	0% - 50%		>50% - 60%		>60% - 70%		>70% - 80%		>80% and above		Total
2024	$	138	$	131	$	15	$	—	$	—	$	284
2023	96		221		40		—		—		357
2022	239		282		95		—		—		616
2021	240		184		95		—		—		519
2020	184		71		—		—		—		255
Prior	2,500		148		2		—		18		2,668

Total	$	3,397	$	1,037	$	247	$	—	$	18	$	4,699

	As of December 31, 2023
Year of Origination	Loan-to-Value Ratios
	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 December 31, 2024 and 2023, respectively.


	As of December 31, 2024
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Total(1)
2024	$	161	$	93	$	28	$	2	$	284
2023	118		180		48		11		357
2022	295		101		76		144		616
2021	258		16		97		148		519
2020	207		20		20		8		255
Prior	2,018		219		346		85		2,668

Total	$	3,057	$	629	$	615	$	398	$	4,699
(1) No commercial mortgage loans were secured by land or construction loans


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)


	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(1)
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
(1) No commercial mortgage loans were secured by land or construction loans

The following tables present the commercial mortgage loans by year of origination and U.S. region as of the dates indicated. The information is updated as of December 31, 2024 and 2023, respectively.


	As of December 31, 2024
Year of Origination	U.S. Region
	Pacific		South Atlantic		Middle Atlantic		West South Central		Mountain		East North Central		New England		West North Central		East South Central		Total
2024	$	58	$	80	$	41	$	57	$	20	$	9	$	7	$	3	$	9	$	284
2023	49		85		12		101		39		39		3		26		3		357
2022	140		122		49		98		89		92		5		1		20		616
2021	95		51		113		93		96		47		9		15		—		519
2020	61		118		17		10		12		15		—		7		15		255
Prior	707		632		619		176		211		134		51		109		29		2,668

Total	$	1,110	$	1,088	$	851	$	535	$	467	$	336	$	75	$	161	$	76	$	4,699

	As of December 31, 2023
Year of Origination	U.S. Region
	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


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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 December 31, 2024 and 2023, respectively.


	As of December 31, 2024
Year of Origination	Property Type
	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2024	$	58	$	154	$	57	$	15	$	—	$	—	$	—	$	284
2023	124		172		13		16		32		—		—		357
2022	79		261		222		35		10		9		—		616
2021	35		128		218		111		—		18		9		519
2020	55		48		56		96		—		—		—		255
Prior	610		713		640		437		67		155		46		2,668


Total	$	961	$	1,476	$	1,206	$	710	$	109	$	182	$	55	$	4,699







	As of December 31, 2023
Year of Origination	Property Type
	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 activity in the allowance for losses for commercial mortgage loans for the periods indicated:


	December 31, 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	1		2


Increase (decrease) on mortgage loans with an allowance recorded in previous period	—		9
Provision for expected credit losses	27		29
Write-offs	(3)		(3)

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:


	December 31, 2024		December 31, 2023

Current	$	4,673	$	5,202
30-59 days past due	—		—
60-89 days past due	—		—
Greater than 90 days past due	26		16
Total	$	4,699	$	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


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

December 31, 2024 and 2023, the Company had $26 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 years ended December 31, 2024 and 2023 was immaterial.

Net Investment Income

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


	Year Ended December 31,
	2024		2023		2022
Fixed maturities	$	1,678	$	1,766	$	1,940
Equity securities	19		21		12
Mortgage loans on real estate	234		249		237
Policy loans	20		20		21
Short-term investments and cash equivalents	40		39		13
Limited partnerships and other	159		135		118
Gross investment income	2,150		2,230		2,341
Less: Investment expenses	76		71		60
Net investment income	$	2,074	$	2,159	$	2,281

For the years ended December 31, 2024 and 2023, the Company had $18 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) comprise the difference between the amortized cost of investments and proceeds from sale and redemption, as well as losses incurred due to the credit-related and intent-related impairment of investments. Net gains (losses) are also primarily generated from changes in fair value of embedded derivatives within products and fixed maturities, changes in fair value of fixed maturities recorded at FVO and changes in fair value including accruals on derivative instruments, except for effective cash flow hedges. Net gains (losses) also include changes in fair value of trading debt securities and changes in fair value of equity securities. The cost of the investments on disposal is generally determined based on FIFO methodology.

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


	Year Ended December 31,
	2024		2023		2022
Fixed maturities, available-for-sale, including securities pledged	$	(48)	$	(31)	$	(30)
Fixed maturities, at fair value option	(167)		(100)		(920)
Equity securities, at fair value	6		3		(39)
Derivatives	193		29		305
Embedded derivatives - fixed maturities	(6)		(1)		(9)
Other derivatives	2		—		—
Standalone derivatives	(1)		—		(12)
Managed custody guarantees	4		(2)		(5)
Stabilizer	(14)		(1)		19
Mortgage loans	(1)		(12)		—
Other investments	5		43		5
Net gains (losses)	$	(27)	$	(72)	$	(686)


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(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:


	Year Ended December 31,
	2024		2023		2022
Proceeds on sales	$	3,510	$	5,393	$	5,448
Gross gains	50		69		100
Gross losses	(62)		78		109

3. Derivative Financial Instruments

The Company primarily enters into the following types of derivatives:

Interest rate swaps: The Company uses interest rate swaps primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and/or liabilities. Interest rate swaps are also used to hedge the interest rate risk associated with the value of assets it owns or in an anticipation of acquiring them. Using interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest payments, calculated by reference to an agreed upon notional principal amount. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made to/from the counterparty at each due date. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Foreign exchange swaps: The Company uses foreign exchange or currency swaps to reduce the risk of change in the value, yield or cash flows associated with certain foreign denominated invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows against U.S. dollar cash flows at regular periods, typically quarterly or semi-annually. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Total return swaps: The Company uses total return swaps as a hedge of interest related risks within various Legacy Annuity and Retirement products. Total return swaps are also used as a hedge of other corporate liabilities. Using total return swaps, the Company agrees with another party to exchange, at specified intervals, the difference between the economic performance of 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. Such decreases may correlate to a decrease in variable annuity account values which would increase the possibility of the Company incurring an expense for guaranteed benefits in excess of account values. 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. The Company may also use futures contracts as a hedge against an increase in certain equity indices.

Embedded derivatives: The Company also invests in certain fixed maturity instruments and has issued certain products that contain embedded derivatives for which market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity rates or credit ratings/spreads. In addition, the Company has entered into coinsurance with funds withheld arrangements, which contain embedded derivatives.

The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments. Based on the notional amounts, a substantial


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(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 December 31, 2024 and 2023.

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


	December 31, 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(2):
Interest rate contracts(3)	$	—	$	—	$	—	$	—	$	—	$	—
Foreign exchange contracts	106		6		—		98		—		4
Cash flow hedges:
Interest rate contracts	11		—		—		12		—		—
Foreign exchange contracts	623		46		2		718		33		7


Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts	14,633		246		313		16,773		270		354
Foreign exchange contracts	203		3		6		183		4		2
Equity contracts	286		2		9		255		4		2
Credit contracts	97		—		2		137		—		2
Embedded derivatives and MCGs:
Within fixed maturity investments(4)	N/A		—		4		N/A		2		—

Within reinsurance agreements(5)	N/A		55		41		N/A		61		49
MCGs(6)	N/A		—		4		N/A		—		8
Stabilizer(6)	N/A		—		15		N/A		—		1
Total			$	358	$	396			$	374	$	429

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

(2) Total carrying amount of hedged assets and liabilities was $307 and $106 as of December 31, 2024 and 2023, respectively.

(3) Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged assets and liabilities was $(8) and $(6) as of December 31, 2024 and 2023, respectively, of which includes $2 and $0, respectively, of hedging adjustments on discontinued hedging relationships.

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

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

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

N/A - Not applicable

See the Fair Value Measurements (excluding Consolidated Investment Entities) Note to these Consolidated Financial Statements for additional information on derivative asset and liability fair values.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company does not offset any derivative assets and liabilities in the 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
December 31, 2024
Derivative assets	$	303	$	(261)	$	(34)	$	(3)	$	5
Derivative liabilities	332		(261)		(58)		(6)		7

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

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

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 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 Consolidated Balance Sheets.

As of December 31, 2024, the Company held $33 and pledged $56 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2023, the Company held $84 and $147 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of December 31, 2024, the Company delivered $159 of securities and held $4 of securities as collateral. As of December 31, 2023, the Company delivered $201 of securities and held $11 securities as collateral.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The location and effect of derivatives qualifying for hedge accounting on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income are as follows for the periods indicated:


	Year Ended December 31,
	2024				2023				2022
	Interest Rate Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Foreign Exchange Contracts

Location of Gain (Loss) Reclassified from AOCI into Income	Net investment income		Net investment income and Net gains (losses)		Net investment income		Net investment income and Net gains (losses)		Net investment income		Net investment income and Net gains (losses)
Amount of Gain (Loss) Recognized in Other Comprehensive Income(1)	$	—	$	18	$	—	$	(43)	$	(2)	$	70
Amount of Gain (Loss) Reclassified from AOCI	—		16		—		10		—		11

(1) See the Accumulated Other Comprehensive Income (Loss) Note to these Consolidated Financial Statements for additional information.

The location and amount of gain (loss) recognized in the Consolidated Statements of Operations for derivatives qualifying for hedge accounting are as follows for the periods indicated:


	Year Ended December 31,
	2024				2023					2022
	Net investment Income		Net gains (losses)			Net investment Income		Net gains (losses)			Net investment Income		Net gains (losses)
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded	$	2,074	$	(27)		$	2,159	$	(72)		$	2,281	$	(686)

Fair value hedges:
Interest rate contracts:
Hedged items	—		2			—		—			—		—
Derivatives designated as hedging instruments(1)	—		(2)			—		—			—		—
Foreign exchange contracts:
Hedged items	—		(6)			—		3			—		(6)
Derivatives designated as hedging instruments(1)	—		8			—		(1)			—		7
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from AOCI into income(2)	10		6			10		—			11		—

(1) For the years ended December 31, 2024, 2023, and 2022 $2, $2 and $1, respectively, of the change in derivative instruments designated and qualifying as fair value hedges were excluded from the assessment of hedge effectiveness and recognized currently in earnings.

(2) See the Accumulated Other Comprehensive Income (Loss) Note to these Consolidated Financial Statements for additional information.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The location and effect of derivatives not designated as hedging instruments on the Consolidated Statements of Operations are as follows for the periods indicated:
















	Location of Gain (Loss) Recognized on Derivative	Year Ended December 31,
		2024		2023		2022
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Net gains (losses)	$	170	$	15	$	334
Foreign exchange contracts	Net gains (losses)	(8)		—		(1)
Equity contracts	Net gains (losses)	18		14		(32)
Credit contracts	Net gains (losses)	1		1		(3)
Embedded derivatives and MCGs:
Within fixed maturity investments	Net gains (losses)	(6)		(1)		(9)

Within reinsurance agreements(1)	Policyholder benefits	(3)		(37)		217
MCGs	Net gains (losses)	4		(2)		(5)
Stabilizer	Net gains (losses)	(14)		(1)		19
Total		$	162	$	(11)	$	520

(1) For the years ended December 31, 2024, 2023, and 2022, the amount excludes gains (losses) from standalone derivatives of $(1), $0, and $(12), respectively, recognized in Net gains (losses).


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(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 December 31, 2024:


	Level 1		Level 2			Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	402	$	70		$	—	$	472
U.S. Government agencies and authorities	—		30			—		30
State, municipalities and political subdivisions	—		580			—		580
U.S. corporate public securities	—		6,949			59		7,008
U.S. corporate private securities	—		3,486			1,497		4,983
Foreign corporate public securities and foreign governments(1)	—		2,412			60		2,472
Foreign corporate private securities(1)	—		2,116			421		2,537
Residential mortgage-backed securities	—		3,404			67		3,471
Commercial mortgage-backed securities	—		3,132			—		3,132
Other asset-backed securities	—		2,746			23		2,769
Total fixed maturities, including securities pledged	402		24,925			2,127		27,454
Equity securities	148		—			98		246
Derivatives:
Interest rate contracts	—		246			—		246
Foreign exchange contracts	—		55			—		55
Equity contracts	—		2			—		2

Embedded derivative on reinsurance	—		55			—		55
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	2,511		1			23		2,535
Assets held in separate accounts	95,946		5,390			340		101,676
Total assets	$	99,007	$	30,674		$	2,588	$	132,269
Liabilities:
Contingent consideration	$	—	$	—		$	2	$	2
Stabilizer and MCGs	—		—			19		19
Derivatives:
Interest rate contracts	11		302			—		313
Foreign exchange contracts	—		8			—		8
Equity contracts	—		9			—		9
Credit contracts	—		2			—		2
Embedded derivative on reinsurance	—		(12)		(2)	53		41
Total liabilities	$	11	$	309		$	74	$	394

(1) Primarily U.S. dollar denominated.

(2) The Company classifies the embedded derivative within liabilities given the underlying nature of the balance and the right-of-offset.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(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.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Valuation of Financial Assets and Liabilities at Fair Value

Certain assets and liabilities are measured at estimated fair value on the Company's 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 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.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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.

Fair values of privately placed bonds are determined primarily using a matrix-based pricing model and are generally classified as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees and the Company's evaluation of the borrower's ability to compete in its relevant market. Using this data, the model generates estimated market values, which the Company considers reflective of the fair value of each privately placed bond.

Equity securities: Level 2 and Level 3 equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers.

Derivatives: Derivatives are carried at fair value, which is determined using the Company's derivative accounting system in conjunction with observable key financial data from third-party sources, such as yield curves, exchange rates, S&P 500 Index prices, Overnight Index Swap ("OIS") rates, and Secured Overnight Financing Rate ("SOFR"). The Company uses SOFR discounting for valuations of interest rate derivatives; however, certain legacy positions may continue to be discounted on OIS. The Company uses OIS for valuations of collateralized interest rate derivatives, which are obtained from third-party sources. For those derivatives that are unable to be valued by the accounting system, the Company typically utilizes values established by third-party brokers. Counterparty credit risk is considered and incorporated in the Company's valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company's policy to transact only with investment grade counterparties with a credit rating of A- or better. The Company's nonperformance risk is also considered and incorporated in the Company's valuation process. The Company also has certain credit default swaps and options that are priced by third party vendors or by using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3. The remaining derivative instruments are valued based on market observable inputs and are classified as Level 2. See the Derivative Financial Instruments Note to these Consolidated Financial Statements for more information.

Contingent consideration: The fair value of the contingent consideration liability associated with the Company’s acquisitions uses unobservable inputs and as such are reported as Level 3. Unobservable inputs include projected revenues, duration of earnouts and other metrics as well as discount rate. Changes in the fair value of the contingent consideration are recorded in Operating expenses in the Company’s 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


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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.

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 Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the change in fair value of the Company's Level 3 assets and liabilities and transfers in and out of Level 3 for the period indicated:


	Year Ended December 31, 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 December 31		Change In Unrealized Gains (Losses) Included in Earnings(3)		Change In Unrealized Gains (Losses) Included in OCI(3)
			Net Income		OCI
Fixed maturities, including securities pledged:
U.S. Government agencies and authorities	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(1)	$	—	$	—	$	—
U.S. corporate public securities	18		—		(1)		49		—		—		(7)		—		—		59		—		(2)
U.S. corporate private securities	1,526		(4)		1		377		—		(22)		(246)		—		(135)		1,497		—		(5)
Foreign corporate public securities and foreign governments(1)	—		—		—		60		—		—		—		—		—		60		—		—
Foreign corporate private securities(1)	436		(8)		(33)		35		—		(9)		(51)		51		—		421		—		(33)
Residential mortgage-backed securities	57		(4)		—		18		—		—		—		—		(4)		67		(4)		—

Other asset-backed securities	52		—		—		3		—		—		(7)		—		(25)		23		—		—
Total fixed maturities including securities pledged	2,090		(16)		(33)		542		—		(31)		(311)		51		(165)		2,127		(4)		(40)

Equity securities, at fair value	96		2		—		—		—		—		—		—		—		98		2		—
Contingent consideration	(51)		1		—		—		—		—		48		—		—		(2)		—		—



Stabilizer and MCGs(2)	(9)		(8)		—		—		(2)		—		—		—		—		(19)		—		—


Embedded derivatives on reinsurance	(58)		(1)		—		—		—		—		6		—		—		(53)		—		—
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	—		—		—		23		—		—		—		—		—		23		—		—
Assets held in separate accounts(4)	348		6		—		47		—		(26)		—		5		(40)		340		—		—

(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 Consolidated Statements of Operations.

(3) For financial instruments still held as of December 31 amounts are included in Net investment income and Net gains (losses) in the Consolidated Statements of Operations or Unrealized gains (losses) on securities in the 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 Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)


	Year Ended December 31, 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 December 31		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		1			22		142		—		(4)		(219)		79		(296)		1,526		1		19
Foreign corporate public securities and foreign governments(1)	3		—			—		—		—		—		—		—		(3)		—		—		—
Foreign corporate private securities(1)	432		3			9		129		—		(14)		(167)		51		(7)		436		3		8
Residential mortgage-backed securities	28		(4)			—		31		—		—		—		2		—		57		(3)		—

Other asset-backed securities	64		—			1		15		—		(2)		(4)		—		(22)		52		—		—
Total fixed maturities including securities pledged	2,349		1			32		317		—		(20)		(390)		132		(331)		2,090		1		27

Equity securities, at fair value	196		(3)			—		3		—		—		(100)		—		—		96		(3)		—
Contingent consideration	(112)		61		(5)	—		—		—		—		—		—		—		(51)		—		—
Stabilizer and MCGs(2)	(6)		(1)			—		—		(2)		—		—		—		—		(9)		—		—
Embedded derivatives on reinsurance .	(58)		—			—		—		—		—		—		—		—		(58)		—		—

Assets held in separate accounts(4)	347		1			—		8		—		(21)		—		14		(1)		348		—		—

(1) Primarily U.S. dollar denominated.

(5) Represents the reduction in expected earn out associated with a prior acquisition within the Investment Management segment. This change is included within Operating expenses in the Consolidated Statements of Operations.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

For the years ended December 31, 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 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:


	December 31, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Fixed maturities, including securities pledged	$	27,454	$	27,454	$	28,611	$	28,611
Equity securities	246		246		236		236
Mortgage loans on real estate	4,699		4,459		5,218		4,941
Policy loans	342		342		352		352
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements	2,535		2,535		2,165		2,165
Derivatives	303		303		311		311
Embedded derivatives on reinsurance	55		55		61		61
Other investments, including securities pledged	74		74		64		64
Assets held in separate accounts	101,676		101,676		93,133		93,133
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)	$	31,082	$	32,877	$	32,848	$	34,856
Funding agreements with fixed maturities	1,249		1,257		1,175		1,178
Supplementary contracts, immediate annuities and other	570		515		628		571
Stabilizer and MCGs	19		19		9		9





Derivatives	332		332		371		371
Embedded derivatives on reinsurance	41		41		49		49
Short-term debt	399		399		1		1
Long-term debt	2,103		2,023		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 Consolidated Financial Statements

(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 Consolidated Balance Sheets:


Financial Instrument			Classification
Mortgage loans on real estate			Level 3
Policy loans			Level 2


Other investments			Level 2
Funding agreements without fixed maturities and deferred annuities			Level 3
Funding agreements with fixed maturities			Level 2
Supplementary contracts and immediate annuities			Level 3
Short-term debt and Long-term debt			Level 2

5. Deferred Policy Acquisition Costs and Value of Business Acquired

The following table presents a rollforward of DAC and VOBA for the periods indicated:



	DAC						VOBA
	Wealth Solutions Deferred and Individual Annuities		Health Solutions Voluntary(1)		Businesses exited
Balance as of January 1, 2022	$	691	$	144	$	1,158	$	473
Deferrals of commissions and expenses	59		55		—		5
Amortization expense	(59)		(28)		(115)		(39)
Balance as of December 31, 2022	$	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	60		58		—		3
Amortization expense	(54)		(36)		(100)		(33)
Balance as of December 31, 2024	$	701	215		$	838	$	376

(1) 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 all periods presented to reflect this change.

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


	December 31, 2024		December 31, 2023
DAC:
Wealth Solutions Deferred and Individual Annuities	$	701	$	695
Health Solutions Voluntary	215		193
Businesses exited	838		938
Other	18		18
VOBA	376		406
Total	$	2,148	$	2,250


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The estimated amount of VOBA amortization expense, net of interest, during the next five years is presented in the following table. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results and/or changes in best estimates of future results.


Year	Amount
2025	$	30
2026	27
2027	25
2028	23
2029	22


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(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 December 31, 2024 and 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		110		(921)
Effect of actual variances from expected experience	—		11		40		8		(106)		(91)
Adjusted balance at January 1	5		89		206		114		2,996		3,116
Interest accrual	—		2		8		4		158		196
Net premiums collected(1)	(1)		(20)		(34)		(16)		(312)		(320)
Ending balance at original discount rate	4		71		180		102		2,842		2,992
Effects of changes in discount rate assumptions	—		(3)		(9)		(1)		30		153
Balance at end of period	$	4	$	68	$	171	$	101	$	2,872	$	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		187		(805)
Effect of actual variances from expected experience	10		(16)		54		9		(90)		(123)
Adjusted balance at January 1	766		889		510		316		7,501		7,716
Issuances	131		136		—		—		14		17
Interest accrual	21		24		18		14		370		412
Benefit payments	(117)		(131)		(41)		(23)		(747)		(741)
Ending balance at original discount rate	801		918		487		307		7,138		7,404
Effects of changes in discount rate assumptions	(29)		(19)		(26)		—		(121)		134
Balance at end of period	$	772	$	899	$	461	$	307	$	7,017	$	7,538


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)


Net liability for future policy benefits	$	768	$	831	$	290	$	206	$	4,145	$	4,392
Less: Reinsurance recoverable	330		315		9		—		4,056		4,342
Net liability for future policy benefits, after reinsurance recoverable	$	438	$	516	$	281	$	206	$	89	$	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
	December 31, 2024		December 31, 2023
Balance at beginning of period	$	2,001	$	2,107
Effect of change in cash flow assumptions	(39)		(44)
Effect of actual variances from expected experience	14		(100)
Adjusted balance at January 1	1,976		1,963
Interest accrual	83		84
Excess Benefits	(404)		(417)
Assessments	228		371
Balance at end of period	1,883		2,001
Less: Reinsurance recoverable	1,832		1,950
Net additional liability, after reinsurance recoverable	$	51	$	51

Future policy benefits include the liability for unpaid claims and claim adjustment expenses related to medical stop loss products within the Health Solutions segment. The following table presents a rollforward of the liability for unpaid claims and claim adjustment expenses for the periods indicated:


	Medical Stop Loss
	2024		2023
Balance at January 1	$	401	$	398
Less: reinsurance recoverable	(16)		(6)
Net balance at January 1	385		392
Incurred claims and claim adjustment expenses related to:
Current year	1,538		1,042
Prior years	143		(8)
Total incurred	1,681		1,034
Paid claim and claim adjustment expenses related to:
Current year	(964)		(665)
Prior years	(512)		(376)
Total paid	(1,476)		(1,041)
Net balance at December 31	590		385
Plus: reinsurance recoverable	5		16
Balance at December 31	$	595	$	401


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Pricing, underwriting and reserving on the medical stop loss products are performed based on policy years and key metrics such as loss ratios are tracked, managed and reported on this basis. The majority of the medical stop loss policies renew in January of each year. For the year ended December 31, 2024, $143 of claims incurred on prior years is primarily attributed to incurred claims and unfavorable claim development for policy years effective during 2023. For the year ended December 31, 2023, $(8) of claims incurred on prior years is primarily attributed to favorable claim development partially offset by incurred claims for policy years effective during 2022.

The Company tracks claim frequency by the number of claims paid for each policy year. Payments of medical stop loss claims are substantially complete within two years. The following tables present cumulative claim development information about incurred and paid claims and claim adjustment expenses, net of reinsurance, total IBNR, and claim frequencies for medical stop loss products as of December 31, 2024:


	Net cumulative incurred claims and claim adjustment expenses						Incurred but not reported claims		Cumulative number of reported claims
	December 31,
	2022(1)		2023(1)		2024		2024		2024
Policy year
2022	$	859	$	872	$	870	$	2	26,060
2023			1,042		1,191		14		32,515
2024					1,538		574		24,560
Total					3,599
Cumulative paid claims and paid claim adjustment expenses, net of reinsurance					(3,009)

Total unpaid claims and claim adjustment expenses, net of reinsurance					$	590

(1) Unaudited


	Net cumulative paid claims and claim adjustment expenses
	December 31,
	2022(1)		2023(1)		2024
Policy year
2022	$	496	$	862	$	868
2023			665		1,177
2024					964
Total cumulative net paid claims and claim adjustment expenses, net of reinsurance					$	3,009

(1) Unaudited


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The reconciliation of the net liability for future policy benefits to the liability for future policy benefits in the Consolidated Balance Sheets is presented below:


	December 31, 2024		December 31, 2023
Health Solutions Group	$	768	$	831
Health Solutions Voluntary	290		206
Businesses Exited - Future policy benefits	4,145		4,392
Businesses Exited - Additional liability	1,883		2,001
Business Exited - Other	1,284		1,335
Medical stop loss products	595		401
Other	367		394
Total	$	9,332	$	9,560

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


	December 31, 2024				December 31, 2023
	Undiscounted		Discounted		Undiscounted		Discounted
Health Solutions Group
Expected future benefit payments	$	990	$	801	$	1,144	$	918
Expected future gross premiums	11		8		271		214
Health Solutions Voluntary
Expected future benefit payments	881		487		668		307
Expected future gross premiums	631		427		341		213

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
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023		December 31, 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	5.4	%	4.9	%	5.7	%	5.1	%	5.6	%	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 December 31, 2024 and 2023, respectively.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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


	Wealth Solutions Deferred Group and Individual Annuity				Businesses Exited
	December 31, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Balance at January 1	$	31,139	$	33,622	$	4,635	$	5,146
Deposits	2,505		2,309		287		288
Fee income	(50)		(9)		(371)		(373)
Surrenders, withdrawals and benefits	(5,127)		(5,663)		(544)		(577)
Net transfers (from) to the general account (1)	312		(5)		4		10
Interest credited	845		885		171		141
Ending Balance	$	29,624	$	31,139	$	4,182	$	4,635


Weighted-average crediting rate	2.8		%	2.8		%	3.9		%	2.5		%
Net amount at risk (2)	$	90		$	123		$	676		$	734
Cash surrender value	$	29,169		$	30,676		$	1,236		$	1,491

(1) Net transfers (from) to the general account for Wealth Solutions include transfers of $(1,149) and $(523) for 2024 and 2023, respectively related to Voya-managed institutional/mutual fund plan assets in trust that are not reflected on the 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 Consolidated Balance Sheets for the periods indicated:


	December 31, 2024		December 31, 2023
Wealth Solutions Deferred group and individual annuity	$	29,624	$	31,139
Businesses exited	4,182		4,635
Non-putable funding agreements	1,249		1,175
Business exited - Other	1,158		1,275
Other(1)	891		950
Total	$	37,104	$	39,174

(1) Primarily consists of universal life contracts


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(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 December 31, 2024
Up to 1.00%	$	82	$	4,378	$	3,691	$	1,705	$	1,545	$	928	$	12,329
1.01% - 2.00%	437		106		54		7		2		6		612
2.01% - 3.00%	10,266		93		62		60		—		4		10,485
3.01% - 4.00%	8,368		150		—		1		—		—		8,519
4.01% and Above	1,464		80		—		—		—		—		1,544
Renewable beyond 12 months (MYGA)(2)	364		—		—		—		2		—		366
Total discretionary rate setting products	$	20,981	$	4,807	$	3,807	$	1,773	$	1,549	$	938	$	33,855


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 (MYGA)(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 December 31, 2024 and 2023 on which the Company is required to credit interest above the contractual GMIR for at least the next twelve months.

7. Reinsurance

The Company reinsures its business through a diversified group of reinsurers. However, the Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements. Collectability of reinsurance balances are evaluated by monitoring ratings and evaluating the financial strength of its reinsurers. Large reinsurance recoverable balances with offshore or other non-accredited reinsurers are secured through various forms of collateral, including secured trusts, funds withheld accounts and irrevocable letters of credit ("LOC").


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Information regarding the effect of reinsurance on the Consolidated Balance Sheets is as follows as of the periods indicated:


	December 31, 2024
	Direct		Assumed		Ceded		Total, Net of Reinsurance
Assets
Premium receivable	$	205	$	10	$	(238)	$	(23)
Reinsurance recoverable, net of allowance for credit losses	—		—		11,307		11,307
Total	$	205	$	10	$	11,069	$	11,284

Liabilities
Future policy benefits and contract owner account balances	$	45,540	$	896	$	—	$	46,436
Liability for funds withheld under reinsurance agreements	103		—		—		103
Total	$	45,643	$	896	$	—	$	46,539



	December 31, 2023
	Direct		Assumed		Ceded		Total, Net of Reinsurance
Assets
Premium 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 Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Information regarding the effect of reinsurance on the Consolidated Statements of Operations is as follows for the periods indicated:


	Year Ended December 31,
	2024		2023		2022
Premiums:
Direct premiums	$	4,084	$	3,599	$	3,257
Reinsurance assumed	21		26		25
Reinsurance ceded	(929)		(908)		(859)
Net premiums	$	3,176	$	2,717	$	2,423

Fee income:
Gross fee income	$	2,494	$	2,303	$	2,137
Reinsurance assumed	16		17		18
Reinsurance ceded	(397)		(404)		(413)
Net fee income	$	2,113	$	1,916	$	1,742

Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders	$	4,931	$	4,322	$	4,448
Reinsurance assumed	60		64		50
Reinsurance ceded	(1,372)		(1,350)		(1,970)
Net interest credited and other benefits to contract owners / policyholders	$	3,619	$	3,036	$	2,528

The Company has indemnity reinsurance agreements with Security Life of Denver Company ("SLD") and with a subsidiary of Lincoln National Corporation ("Lincoln"). Under these agreements, SLD and Lincoln contractually assumed certain policyholder liabilities and obligations, although the Company remains obligated to contract owners. Reinsurance recoverable, net of the allowance for credit losses, related to the agreement with SLD was $8.6 billion and $9.2 billion as of December 31, 2024 and 2023, respectively, on the Consolidated Balance Sheets. Reinsurance recoverable, net of the allowance for credit losses, related to the reinsurance agreement with Lincoln was $0.9 billion and $1.0 billion as of December 31, 2024 and 2023, respectively, on the Consolidated Balance Sheets.

If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. As of December 31, 2024 and 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 Consolidated Balance Sheets.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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 Consolidated Balance Sheets, for the periods indicated:


	December 31, 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	891		9,970		10,861		940		10,052		10,992
Fee income	(33)		(487)		(520)		(34)		(426)		(460)
Surrenders, withdrawals and benefits	(1,376)		(12,539)		(13,915)		(1,342)		(9,631)		(10,973)
Net transfers (from) to the separate account	—		(1,461)		(1,461)		—		(518)		(518)
Investment performance	244		12,963		13,207		415		13,681		14,096
Balance at end of period	$	6,901	$	90,756	$	97,657	$	7,175	$	82,310	$	89,485

Reconciliation to Consolidated Balance Sheets:
Other variable products liabilities					4,019						3,648
Total Separate Account liabilities					$	101,676					$	93,133

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 $90,734 and $82,286, as of December 31, 2024 and 2023, respectively.

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


	December 31, 2024		December 31, 2023
US Treasury securities and obligations of US government corporations and agencies	$	913	$	1,015
Corporate and foreign debt securities	2,493		2,528
Mortgage-backed securities	3,087		3,231
Equity securities (including mutual funds)	94,685		85,916
Cash, cash equivalents and short-term investments	437		399
Receivable for securities and accruals	61		44
Total	$	101,676	$	93,133


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

9. Segments

The Company provides its principal products and services through three segments: Wealth Solutions, Health Solutions and Investment Management. The Chief Executive Officer of Voya is the chief operating decision maker ("CODM") who assesses performance and makes final resource allocation decisions for the three operating segments. The CODM assesses segment performance by measuring Adjusted operating earnings before income taxes against internally developed annual targets, rolling quarterly forecasts, industry peers and investor expectations.

The Wealth Solutions segment provides tax-deferred, employer-sponsored retirement plans and administrative services to corporate, education, healthcare, other non-profit and government entities, and stable value products to institutional clients where the Company may or may not be providing defined contribution products and services, as well as individual retirement accounts ("IRAs"), other retail financial products and comprehensive financial services to individual customers.

The 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.

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).

Corporate adjusted operating earnings before income taxes include corporate operations, corporate level assets and financial obligations, financing and interest expenses, dividend payments made to preferred shareholders, other items not allocated or directly related to the Company's segments, such as certain expenses of employee benefit plans, certain adjustments to short-term and long-term incentive accruals, intercompany eliminations, and investment income in excess of amounts attributable to the segments.

Measurement

Adjusted operating earnings before income taxes is a meaningful measure used by management to evaluate its business and segment performance. This measure enhances the understanding of the Company’s financial results by focusing on the operating performance and trends of the underlying core business segments. It excludes results from exited businesses and items that tend to be highly variable from period to period based on capital market conditions or other factors which distort the ability to make a meaningful evaluation of the Company's segments. The Company uses the same accounting policies and procedures to measure segment Adjusted operating earnings before income taxes as it does for the directly comparable U.S. GAAP measure Income (loss) before income taxes. Adjusted operating earnings before income taxes does not replace Income (loss) before income taxes as the U.S. GAAP measure of the Company’s consolidated results of operations. Therefore, the Company believes that it is useful to evaluate both measures when reviewing the Company’s financial and operating performance. Each segment’s Adjusted operating earnings before income taxes is calculated by adjusting Income (loss) before income taxes for the following items:

•Net investment gains (losses), which include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the fair value option unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations, and changes in the fair value of derivative instruments, excluding gains (losses) associated with swap settlements and accrued interest. It also includes changes in the fair value of derivatives related to managed custody guarantees, net of related reserve increases (decreases), less the estimated cost of these benefits, changes in nonperformance spread, and changes in market risk benefits;

•Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business, amortization of intangible assets and residual run-off activity;

•Income (loss) attributable to noncontrolling interests to which the Company is not economically entitled, such as Allianz's stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest or Allianz noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs;


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

•Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings before income taxes that are available to common shareholders;

•Other adjustments may include the following items:

•Income (loss) related to early extinguishment of debt;

•Impairment of goodwill and intangible assets as these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;

•Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions;

•Expected return on plan assets net of interest costs associated with the Company's qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of the Company's pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments. These amounts do not reflect cash-settled expenses; and

•Other items not indicative of normal operations or performance of the Company's segments or that may be related to events such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses attributable to vacant real estate.

Adjusted operating revenues is a measure of the Company's segment revenues. Each segment's Adjusted operating revenues are calculated by adjusting Total revenues to exclude the following items:

•Net investment gains (losses);

•Revenues related to businesses exited or to be exited through reinsurance or divestment;

•Revenues attributable to noncontrolling interests, which represents the attribution of results from consolidated VIEs or VOEs; and

•Other adjustments that primarily reflect fee income earned by the Company's broker-dealers for sales of nonproprietary products, which are reflected net of commission expense in the Company's segments’ operating revenues, other items where the income is passed on to third parties and the elimination of intercompany investment expenses included in Adjusted operating revenues.

Significant Expenses

•Administrative expenses are compensation, technology and other general costs, net of amounts capitalized and exclude commission expenses.

•Premium taxes, fees and assessments are taxes on paid premium and third-party fees correlated to business volumes.

•Net commissions are commissions paid net of amounts deferred.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following tables reconcile Adjusted operating revenues to Total revenues and Adjusted operating earnings before income taxes to Income (loss) before income taxes for the periods indicated:


	Year Ended December 31, 2024
	Wealth Solutions		Health Solutions		Investment Management		Corporate		Total
Revenues:
External customer revenue(1)	$	1,332	$	3,438	$	920	$	22	$	5,712
Net investment income and Net gains (losses)	1,711		138		20		178		2,047
Income (loss) related to CIEs	—		—		288		3		291
Intersegment Fee income and elimination	—		—		79		(79)		—
Total revenues									8,050

Adjustments	(138)		1		(325)		(101)		(563)		(2)
Adjusted operating revenues	2,905		3,577		982		23		7,487






Less:
Interest credited and other benefits to contract owners/policyholders	849		2,602		—		—		3,451
Administrative expenses	897		525		703		—		2,125
Premium taxes, fees and assessments	—		186		—		—		186
Net commissions	255		188		—		—		443
DAC/VOBA and other intangibles amortization	84		36		—		—		120
Financing costs and preferred dividends	—		—		—		162		162
Other corporate	—		—		—		66		66
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	820		40		278		(205)		933
Less: Earnings (loss) attributable to Allianz noncontrolling interest	—		—		65		(2)		63
Adjusted operating earnings before income taxes	820		40		213		(203)		870
Plus adjustments:
Net investment gains (losses)									50
Income (loss) related to businesses exited or to be exited through reinsurance or divestment									(142)
Income (loss) attributable to noncontrolling interests									75
Dividend payments made to preferred shareholders									41
Other adjustments									(95)
Income (loss) before income taxes									$	799

(1)Includes Fee income, Premiums, and Other revenue and excludes intersegment fee income and the related elimination.

(2)Includes Net investment gains (losses) of $22, Revenues related to business exited or to be exited through reinsurance or divestment of $102, Revenues attributable to noncontrolling interests of $243, and Other adjustments of $196.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)


	Year Ended December 31, 2023
	Wealth Solutions		Health Solutions		Investment Management		Corporate		Total
Revenues:
External customer revenue(1)	$	1,121	$	2,948	$	831	$	60	$	4,960
Net investment income and Net gains (losses)	1,663		130		26		268		2,087
Income (loss) related to CIEs	—		—		301		—		301
Intersegment Fee income and elimination	—		—		85		(85)		—
Total revenues									7,348

Adjustments	(8)		4		(327)		(195)		(526)		(2)
Adjusted operating revenues	2,776		3,082		916		48		6,822






Less:
Interest credited and other benefits to contract owners/policyholders	895		1,896		—		—		2,790
Administrative expenses	931		506		690		—		2,127
Premium taxes, fees and assessments	—		147		—		—		147
Net commissions	229		186		—		—		415
DAC/VOBA and other intangibles amortization	90		33		—		—		123
Financing costs and preferred dividends	—		—		—		161		161
Other corporate	—		—		—		96		96
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	632		315		225		(208)		964
Less: Earnings (loss) attributable to Allianz noncontrolling interest	—		—		49		(1)		48
Adjusted operating earnings before income taxes	632		315		177		(207)		916
Plus adjustments:
Net investment gains (losses)									(15)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment									(182)
Income (loss) attributable to noncontrolling interests									104
Dividend payments made to preferred shareholders									36
Other adjustments									(180)
Income (loss) before income taxes									$	678

(1)Includes Fee income, Premiums, and Other revenue and excludes intersegment fee income and the related elimination.

(2)Includes Net investment gains (losses) of $(44), Revenues related to business exited or to be exited through reinsurance or divestment of $113, Revenues attributable to noncontrolling interests of $247, and Other adjustments of $210.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)


	Year Ended December 31, 2022
	Wealth Solutions		Health Solutions		Investment Management		Corporate		Total
Revenues:
External customer revenue(1)	$	1,100	$	2,448	$	663	$	102	$	4,313
Net investment income and Net gains (losses)	1,566		135		14		(120)		1,595
Income (loss) related to CIEs	—		—		22		—		22
Intersegment Fee income and elimination	—		—		91		(91)		—
Total revenues									5,930

Adjustments	111		(1)		(35)		175		250		(2)
Adjusted operating revenues	2,778		2,582		756		67		6,183






Less:
Interest credited and other benefits to contract owners/policyholders	886		1,680		—		—		2,566
Administrative expenses	867		276		570		—		1,713
Premium taxes, fees and assessments	—		126		—		—		126
Net commissions	232		167		—		—		399
DAC/VOBA and other intangibles amortization	95		29		—		—		124
Financing costs and preferred dividends	—		—		—		177		177
Other corporate	—		—		—		142		142
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	697		304		186		(253)		934
Less: Earnings (loss) attributable to Allianz noncontrolling interest	—		—		27		(1)		26
Adjusted operating earnings before income taxes	697		304		158		(251)		908
Plus adjustments:
Net investment gains (losses)									(190)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment									(138)
Income (loss) attributable to noncontrolling interests									(77)
Dividend payments made to preferred shareholders									36
Other adjustments									(111)
Income (loss) before income taxes									$	428

(1)Includes Fee income, Premiums, and Other revenue and excludes intersegment fee income and the related elimination.

(2)Includes Net investment gains (losses) of $(215), Revenues related to business exited or to be exited through reinsurance or divestment of $(123), Revenues attributable to noncontrolling interests of $(33), and Other adjustments of $121.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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


	December 31, 2024		December 31, 2023
Wealth Solutions	$	129,058	$	122,318
Health Solutions	3,490		3,336
Investment Management	1,873		1,600
Corporate	24,940		25,527
Total assets, before consolidation(1)	159,361		152,781
Consolidation of investment entities	4,528		4,304


Total assets	$	163,889	$	157,085

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

10. Goodwill and Other Intangible Assets

Goodwill

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


	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 December 31, 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 recent business combinations.

During the fourth quarter of 2024, the Company performed its annual goodwill impairment assessment and determined there was no goodwill impairment as of December 31, 2024. There were no accumulated impairments associated with goodwill as of December 31, 2024 and 2023.

Other Intangible Assets

The Company’s indefinite-lived intangible assets, primarily related to the right to manage client assets, were valued using the multi-period excess earnings method, a form of the income approach, which relied upon significant assumptions, including the projected revenues and discount rate. The right to manage client assets was determined to have an indefinite life based on the open-ended nature of the right to manage, and the ability to continue to manage the assets with no specific termination date.

During the fourth quarter of 2024, the Company completed an assessment for recoverability of its definite-lived intangible assets, and determined that the carrying value was recoverable.

During the fourth quarter of 2023, as a result of the changes to the projected cash flows and using a discounted cash flow approach, the Company recognized an impairment loss of $33 in relation to management contract rights, which was included in Operating expenses in the Consolidated Statements of Operations for the year ended December 31, 2023.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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


	Weighted Average Amortization Lives	December 31, 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	17 years	131		19		112		153		11		142
Customer relationship lists	17 years	325		145		180		325		128		197
Trademarks	8 years	15		4		11		15		2		13
Computer software	5 years	432		253		179		501		346		155
Total intangible assets		$	1,253	$	421	$	832	$	1,344	$	487	$	857

Fully amortized computer software of $156 was written off during the year ended December 31, 2024. In addition, during the fourth quarter of 2024, $18 of management contracts related to a prior acquisition were derecognized and the related loss was recorded in Operating expenses in the Consolidated Statements of Operations and reported in the Investment Management segment.

Amortization expense related to intangible assets was $96, $85 and $36 for the years ended December 31, 2024, 2023 and 2022, respectively.

The estimated amortization of intangible assets are as follows:


Year	Amount
2025	$	92
2026	78
2027	57
2028	34
2029	31

11. Share-based Incentive Compensation Plans

Omnibus Incentive Plans

The Company previously offered equity-based compensation awards to its employees and non-employee directors under various employee and non-employee incentive plans (together, the "Omnibus Plans"). On May 23, 2024, the Company's shareholders approved the Voya Financial, Inc. 2024 Omnibus Incentive Plan (the "2024 Omnibus Plan"), which is a successor to the Omnibus Plans, and no further grants shall be made pursuant to the Omnibus Plans. The 2024 Omnibus Plan provides for 8,000,000 shares of common stock to be initially available for issuance as equity-based compensation awards, less one share for every one share granted under the Omnibus Plans after December 31, 2023 and prior to the effective date of the 2024 Omnibus Plan. As of December 31, 2024, common stock reserved and available for issuance under the Omnibus Plans was 7,169,274 shares.

The Omnibus Plans and the 2024 Omnibus Plan permit the granting of a wide range of equity-based awards, including RSUs, which represent the right to receive a number of shares of Company common stock upon vesting; restricted stock, which are shares of Company stock that are issued subject to sale and transfer restrictions until the vesting conditions are met; PSUs,


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

which are RSUs subject to certain performance-based vesting conditions, and under which the number of shares of common stock delivered upon vesting varies with the level of achievement of performance criteria; and stock options. Grants of equity-based awards under the Omnibus Plans are approved in advance by the Compensation and Benefits Committee (the "Committee") of the Board of Directors of the Company, and are subject to such terms and conditions as the Committee may determine, including in respect of vesting and forfeiture, subject to certain limitations provided in the Omnibus Plans. Equity-based awards under the Omnibus Plans may carry dividend equivalent rights, pursuant to which notional dividends accumulate on unvested equity awards and are paid, in cash, upon vesting. Except for stock option awards made during 2015 and 2019, awards made under the Omnibus Plans, to date, have included dividend equivalent rights. Dividend equivalents are credited to the recipient and are paid only to the extent the applicable performance criteria and service conditions are met.

During each of the years ended December 31, 2024, 2023 and 2022 the Company awarded RSUs and PSUs to its employees under the Omnibus Plans. The PSU awards entitle recipients to receive, upon vesting, a number of shares of common stock that ranges from 0% to 150% of the number of PSUs awarded, depending on the level of achievement of the specified performance conditions. The establishment and the achievement of performance objectives are determined and approved by the Committee. Except under certain termination conditions, RSUs and PSUs generally vest no earlier than one year from the date of the award and no later than three years from the date of the award. In the case of retirement (eligibility for which is based on the employee's age and years of service as provided in the relevant award agreement), awards vest in full, but subject to the satisfaction of any applicable performance criteria.

In December 2015 and February 2019, the Company also awarded contingent stock options ("2015 Stock Options" and "2019 Stock Options," respectively) under the Omnibus Plans. All outstanding 2015 and 2019 Stock Options are vested as the necessary performance conditions were satisfied.

If an award under the Omnibus Plans is forfeited, expired, terminated or otherwise lapses, the shares of Company common stock underlying that award will become available for issuance. Shares withheld by the Company to pay employee taxes for tax liabilities arising from awards other than stock options after December 31, 2023 are also available for reissuance. Shares which are withheld by or tendered to the Company to pay the exercise price of stock options (or are repurchased from an option holder by the Company with proceeds from the exercise of stock options) are not available for reissuance.

Compensation Cost

The fair value of stock options was estimated using the Black-Scholes option pricing model. The following is a summary of the assumptions used in this model for the stock options granted in 2015 and 2019:


	2015 Stock Options			2019 Stock Options
Expected volatility	28.6		%	26.5		%
Expected term (in years)	6.02			5.99
Strike price	$	37.60		$	50.03
Risk-free interest rate	2.1		%	2.7		%
Expected dividend yield	0.11		%	1.00		%
Weighted average estimated fair value	$	11.89		$	13.78

For the 2015 Stock Options, the Company utilized the simplified method for the expected term calculations. At the time of grant, the Company did not have historical exercises on which to base its own estimate. Additionally, exercise data relating to employees of comparable companies was not easily obtainable. Furthermore, because the Company did not have historical stock prices for a period at least equal to the expected term, the Company estimated expected volatilities were based on the Company's life-to-date historical volatility using a weighted-average consisting 70% of historical peer group volatility and 30% of the historical volatility of the Company common stock. The contractual term for exercising the options is ten years.

The vesting of the 2019 Stock Options was contingent on the satisfaction of performance conditions on or before December 31, 2020; the Company assumed for purposes of the award's fair value that such conditions would be met in full on or prior to such date. The Company utilized the simplified method for the expected term calculations. At the time of grant, the Company did not have historical exercises on which to base its own estimate. Additionally, exercise data relating to employees of comparable


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

companies was not easily obtainable. Expected volatilities were based on the Company's life-to-date historical volatility. The contractual term for exercising the options is ten years.

The fair value of the TSR component of the PSU awards was estimated using a Monte Carlo simulation. The following is a summary of the significant assumptions used to calculate the fair value of the TSR component of the PSU awards granted during the periods indicated:


	2024		2023		2022
Expected volatility of the Company's common stock	27.76	%	30.43	%	34.37	%
Average expected volatility of peer companies	34.00	%	41.53	%	49.41	%
Expected term (in years)	2.86		2.85		2.85
Risk-free interest rate	4.41	%	4.42	%	1.71	%
Expected dividend yield	—	%	—	%	—	%
Average correlation coefficient of peer companies	61.10	%	65.80	%	71.50	%

The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans for the periods indicated:


	Year Ended December 31,
	2024		2023		2022
RSUs	$	60	$	81	$	45
PSU awards	39		48		45


Total	99		129		90
Income tax benefit	25		31		24
Share-based compensation	$	74	$	98	$	66

The following table summarizes the unrecognized compensation cost and expected remaining weighted-average period of expense recognition as of December 31, 2024:


	RSU Awards		PSU Awards
Unrecognized compensation cost	$	28	$	32
Expected remaining weighted-average period of expense recognition (in years)	0.83		1.19

Awards Outstanding

The following table summarizes RSU and PSU awards activity under the Omnibus Plans and Director Plan for the periods 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 at January 1, 2024	2.0	$	67.06		2.2	$	61.17
Adjusted for PSU performance factor	—	—			(0.1)	46.94
Granted	0.9	67.70			0.7	59.21
Vested	(0.9)	65.14			(0.6)	53.73
Forfeited	(0.1)	69.87			—	68.42
Outstanding at December 31, 2024	1.9	$	67.95		2.2	$	63.48


Awards expected to vest as of December 31, 2024	1.9	$	67.95		2.2	$	63.48


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The weighted-average grant date fair value for RSU awards granted during the years ended December 31, 2024, 2023 and 2022 was $67.70, $70.51 and $65.33, respectively. The weighted-average grant date fair value for PSU awards granted during the years ended December 31, 2024, 2023 and 2022 was $59.21, $66.10 and $56.67, respectively. The total fair value of shares vested for the years ended December 31, 2024, 2023, and 2022 was $104, $118 and $104, respectively.

The following table summarizes the number of options under the Omnibus Plans for the periods indicated:


	Stock Options
(awards in millions)	Number of Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2024	1.2	$	44.79	3.1	$	34.30

Granted	—	—
Exercised	(0.4)	42.86
Forfeited	—	—
Outstanding as of December 31, 2024	0.8	$	45.71	2.7	$	19.00

Vested, exercisable, as of December 31, 2024	0.8	45.71		2.7	19.00

The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $13, $16 and $5.

12. Shareholders' Equity

Common Shares

The following table presents the rollforward of common shares used in calculating the weighted average shares utilized in the basic earnings per common share calculation for the periods indicated:


	Common Shares
(shares in millions)	Issued	Held in Treasury	Outstanding
Balance, January 1, 2022	109.0	1.2	107.8
Common Shares issued	0.1	—	0.1
Common Shares acquired - share repurchase	—	11.7	(11.7)
Share-based compensation programs	1.7	0.7	1.0
Treasury Stock retirement	(13.0)	(13.0)	—
Balance, December 31, 2022	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 programs	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	—	8.6	(8.6)
Share-based compensation programs	1.9	0.8	1.1

Balance, December 31, 2024	105.6	10.1	95.5


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Dividends declared per share of Common Stock were as follows for the periods indicated:


	Year Ended December 31,
	2024		2023		2022
Dividends declared per share of Common Stock	$	1.70	$	1.20	$	0.80

Share Repurchase Program

From time to time, the Company's Board of Directors authorizes the Company to repurchase shares of its common stock. These authorizations permit stock repurchases up to a prescribed dollar amount and generally may be accomplished through various means, including, without limitation, open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase, or automatic repurchase transactions, including 10b5-1 plans, or tender offers. Share repurchase authorizations typically expire if unused by a prescribed date.

As of December 31, 2024, the aggregate amount remaining under the Company's share repurchase authorization is $761. This share repurchase authorization expires on December 31, 2025 (unless extended), and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board at any time.

The following table presents repurchases of the Company's common stock through share repurchase agreements with third-party financial institutions for the years ended December 31, 2024 and 2022. There were no repurchase agreements for the year ended December 31, 2023.


2024
Execution Date	Payment		Initial Shares Delivered	Closing Date	Additional Shares Delivered	Total Shares Repurchased
September 12, 2024	$	100	1,061,853	November 5, 2024	222,007	1,283,860

2022
Execution Date	Payment		Initial Shares Delivered	Closing Date	Additional Shares Delivered	Total Shares Repurchased
June 21, 2022	$	250	3,382,950	September 20, 2022	819,566	4,202,516
March 17, 2022	$	275	3,305,786	May 11, 2022	890,112	4,195,898

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


	Year Ended December 31,
	2024		2023		2022
Shares of common stock	7,295,206		5,365,303		3,295,800
Payment	$	535	$	374	$	225

Warrants

On May 7, 2013, the Company issued warrants to purchase up to 26,050,846 shares of the Company's common stock equal in the aggregate to 9.99% of the issued and outstanding shares of common stock at that date. On May 10, 2023, the warrants were net share settled in accordance with their terms, resulting in the issuance of 9.6 million common shares. No warrants remain outstanding as of December 31, 2024 and 2023.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Preferred Stock

On June 11, 2019, the Company issued 300,000 shares of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B ("the Series B preferred stock"), with a $0.01 par value per share and a liquidation preference of $1,000 per share, for aggregate net proceeds of $293. The Company deposited the Series B preferred stock under a deposit agreement with a depositary, which issued interests in fractional shares of the Series B preferred stock in the form of depositary shares ("Depositary Shares") evidenced by depositary receipts; each Depositary Share representing 1/40th interest in a share of the Series B preferred stock.

On September 12, 2018, the Company issued 325,000 shares of 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A, with a $0.01 par value per share and a liquidation preference of $1,000 per share, for aggregate net proceeds of $319. On September 15, 2023, the rate on the Non-cumulative Preferred Stock, Series A was reset from 6.125% to 7.758% in accordance with the terms of the preferred stock and applies for the next five years.

The ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be substantially restricted in the event that the Company does not declare and pay (or set aside) dividends on the Series A and Series B Preferred Stock for the last preceding dividend period.

The Series A and Series B preferred stock are not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or similar provisions. The Company may, at its option, redeem the Series A preferred stock, (a) in whole but not in part, at any time, within 90 days after the occurrence of a "rating agency event," at a redemption price equal to $1,020 per share, plus an amount equal to any dividends per share of preferred stock that have accrued but not been declared and paid for the then-current dividend period to, but excluding, the redemption date and (b) (i) in whole but not in part, at any time within 90 days after the occurrence of a "regulatory capital event" or (ii) in whole or in part, from time to time, on September 15, 2023 or any subsequent "reset date," in each case, at a redemption price equal to $1,000 per share of preferred stock, plus an amount equal to any dividends per share of preferred stock that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. The Company may, at its option, redeem the Series B preferred stock, (a) in whole but not in part, at any time, within 90 days after the occurrence of a "rating agency event," at a redemption price equal to $1,020 per share (equivalent to $25.50 per Depositary Share), plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current dividend period, but excluding, such redemption date and (b) (i) in whole but not in part, at any time, within 90 days after the occurrence of a "regulatory capital event," or (ii) in whole or in part, from time to time, on September 15, 2029 or any reset date, in each case, at a redemption price equal to $1,000 per share of the Series B preferred stock (equivalent to $25.00 per Depositary Share), plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date.

A "rating agency event" means that any nationally recognized statistical rating organization that then publishes a rating for the Company amends, clarifies or changes the criteria it uses to assign equity credit to securities like the preferred stock, which results in the lowering of the equity credit assigned to the preferred stock, as applicable, or shortens the length of time that the preferred stock is assigned a particular level of equity credit.

A "regulatory capital event" means that the Company becomes subject to capital adequacy supervision by a capital regulator and the capital adequacy guidelines that apply to the Company as a result of being so subject set forth criteria pursuant to which the preferred stock would not qualify as capital under such capital adequacy guidelines, as the Company may determine at any time, in its sole discretion.

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


	December 31, 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


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The declaration of dividends on preferred stock per share and in the aggregate were as follows for the periods indicated:


	Series A				Series B
Year Ended:	Per Share		Aggregate		Per Share		Aggregate
December 31, 2024	$	77.58	$	25	$	53.50	$	16
December 31, 2023	61.25		20		53.50		16


December 31, 2022	61.25		20		53.50		16

As of December 31, 2024, there were no preferred stock dividends in arrears.

13. Earnings per Common Share

The following table presents a reconciliation of Net income (loss) and shares used in calculating basic and diluted net income (loss) per common share for the periods indicated:


(in millions, except for per share data)	Year Ended December 31,
Earnings	2024		2023		2022
Net income (loss) available to common shareholders:
Net income (loss)	$	742	$	729	$	433
Less: Preferred stock dividends	41		36		36
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	75		104		(77)


Net income (loss) available to common shareholders	$	626	$	589	$	474

Weighted-average common shares outstanding
Basic	99.2		102.7		100.7
Dilutive Effects:
Warrants(1)	—		3.3		7.2
RSUs	1.1		1.2		0.9
PSUs	0.7		1.1		0.8
Stock Options	0.4		0.5		0.6
Diluted	101.4		108.8		110.2

Net income (loss) available to Voya Financial, Inc.'s common shareholders per common share (2)
Basic	$	6.31	$	5.74	$	4.70



Diluted	$	6.17	$	5.42	$	4.30

(1) See the Shareholders' Equity Note to these Consolidated Financial Statements 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.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

14. Insurance Subsidiaries

Principal Insurance Subsidiaries Statutory Equity and Income

Each of Voya Financial, Inc.'s two principal insurance subsidiaries (the "Principal Insurance Subsidiaries") is subject to minimum risk-based capital ("RBC") requirements established by the insurance departments of their respective states of domicile. The formulas for determining the amount of RBC specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of total adjusted capital ("TAC"), as defined by the National Association of Insurance Commissioners ("NAIC"), to authorized control level RBC, as defined by the NAIC. Each of the Company's Principal Insurance Subsidiaries exceeded the minimum RBC requirements that would require any regulatory or corrective action for all periods presented herein.

The Company's Principal Insurance Subsidiaries are each required to prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the insurance department of its respective state of domicile. Such statutory accounting practices primarily differ from U.S. GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities and contract owner account balances using different actuarial assumptions as well as valuing investments and certain assets and accounting for deferred taxes on a different basis. Certain assets that are not admitted under statutory accounting principles are charged directly to surplus. Depending on the regulations of the insurance department of an insurance company's state of domicile, the entire amount or a portion of an insurance company's asset balance can be non-admitted based on the specific rules regarding admissibility. For the years ended December 31, 2024, 2023 and 2022, the Principal Insurance Subsidiaries have no prescribed or permitted practices that materially impact total capital and surplus.

Statutory Net income (loss) for the years ended December 31, 2024, 2023 and 2022 and statutory capital and surplus as of December 31, 2024 and 2023 of the Company's Principal Insurance Subsidiaries are as follows:


	Statutory Net Income (Loss)						Statutory Capital and Surplus
	2024		2023		2022		2024		2023
Subsidiary Name (State of Domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT)	$	640	$	577	$	549	$	2,033	$	1,955

ReliaStar Life Insurance Company ("RLI") (MN)	163		401		418		1,098		1,447

All of the Company's Principal Insurance Subsidiaries have capital and surplus levels that exceed their respective regulatory minimum requirements.

Insurance Subsidiaries Dividend Restrictions

The states in which the insurance subsidiaries of Voya Financial, Inc. are domiciled impose certain restrictions on the subsidiaries' ability to pay dividends to their parent. 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.

Under the insurance laws applicable to Voya Financial, Inc.'s insurance subsidiaries domiciled in Connecticut and Minnesota, an "extraordinary" dividend or distribution is defined as a dividend or distribution that, together with other dividends and distributions made within the preceding twelve months, exceeds the greater of (i) 10% of the insurer's policyholder surplus as of the preceding December 31, or (ii) the insurer's net gain from operations for the twelve-month period ending the preceding December 31, in each case determined in accordance with statutory accounting principles. In addition, under the insurance laws of Connecticut and Minnesota, no dividend or other distribution exceeding an amount equal to a domestic insurance company's earned surplus may be paid without the domiciliary insurance regulator's prior approval.

The Company's Principal Insurance Subsidiaries domiciled in Connecticut and Minnesota have both created ordinary dividend capacity in 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.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Principal Insurance Subsidiaries - Dividends and Return of Capital

The following table summarizes dividends permitted to be paid by the Company's Principal Insurance Subsidiaries to Voya Financial, Inc. or Voya Holdings without the need for insurance regulatory approval and dividends and extraordinary distributions paid by each of the Company's Principal Insurance Subsidiaries to its parent for the periods indicated:


	Dividends Permitted without Approval				Dividends Paid				Extraordinary Distributions Paid
					Year Ended December 31,				Year Ended December 31,
	2025		2024		2024		2023			2024		2023
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company (CT)	$	562	$	473	$	473	$	310		$	—	$	—
ReliaStar Life Insurance Company (MN)	177		403		402		—			—		747

15. Employee Benefit Arrangements

Pension, Other Postretirement Benefit Plans and Other Benefit Plans

Voya Financial, Inc.'s subsidiaries maintain both qualified and non-qualified defined benefit pension plans (the "Plans"). The Plans generally cover all employees and certain sales representatives who meet specified eligibility requirements. Pension benefits are based on a formula using compensation and length of service. Annual contributions are paid to the Plans at a rate necessary to adequately fund the accrued liabilities of the Plans calculated in accordance with legal requirements. The Plans comply with applicable regulations concerning investments and funding levels.

The Voya Retirement Plan (the "Retirement Plan") is a tax qualified defined benefit plan, the benefits of which are guaranteed (within certain specified legal limits) by the Pension Benefit Guaranty Corporation ("PBGC"). Beginning January 1, 2012, the Retirement Plan adopted a cash balance pension formula instead of a final average pay ("FAP") formula, allowing all eligible employees to participate in the Retirement Plan. Participants earn an annual credit equal to 4% of eligible compensation. Interest is credited monthly based on a 30-year U.S. Treasury securities bond rate published by the Internal Revenue Service in the preceding August of each year. The accrued vested cash pension balance benefit is portable; participants can take it if they leave the Company.

The Company also provides certain supplemental retirement benefits to eligible employees, non-qualified pension plans for insurance sales representatives who have entered into a career agent agreement and certain other individuals. These plans are non-qualified defined benefit plans, which means all benefits are payable from the general assets of the sponsoring company.

The Company also offers deferred compensation plans for employees, including career agents and certain other individuals who meet the eligibility criteria. The Company’s deferred compensation commitment for employees is recorded on the Consolidated Balance Sheets in Other liabilities and totaled $330 and $302 as of December 31, 2024 and 2023, respectively.

Voya Financial, Inc.'s subsidiaries also provide other postretirement and post-employment benefits to certain employees. These are primarily postretirement healthcare and life insurance benefits to retired employees and other eligible dependents and post-employment/pre-retirement plans provided to employees and former employees. The Company's other postretirement benefit obligation and unfunded status totaled $8 and $9 as of December 31, 2024 and 2023, respectively. Additionally, net periodic benefit for other postretirement benefits totaled $1, $1 and $2 for the years ended December 31, 2024, 2023 and 2022, respectively.

Obligations, Funded Status and Net Periodic Benefit Costs

The Company's Retirement Plan was fully funded in compliance with Employee Retirement Income Security Act ("ERISA") guidelines as of December 31, 2023, which is tested annually subsequent to this filing.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following tables summarize a reconciliation of beginning and ending balances of the benefit obligation and fair value of plan assets for the years ended December 31, 2024 and 2023 and the discount rate and interest credit rate used in determining pension benefit obligations as of December 31, 2024 and 2023 as well as the funded status of the Company's Plans as of December 31, 2024 and 2023:



	2024			2023
Change in benefit obligation:
Benefit obligations, January 1	$	1,999		$	1,943
Service cost	30			24
Interest cost	102			103

Net actuarial (gains) losses (1)	(98)			44
Benefits paid	(121)			(115)



Benefit obligations, December 31(2)	1,912			1,999

Discount rate	5.88		%	5.28		%
Interest credit rate	3.75		%	3.75		%

Change in plan assets:
Fair value of plan net assets, January 1	1,831			1,770
Actual return on plan assets	36			149
Employer contributions	28			27

Benefits paid	(122)			(115)

Fair value of plan net assets, December 31(3)	1,773			1,831
Unfunded status at end of year (4)	$	(139)		$	(168)

(1) Includes actuarial (gain) loss of $(110) and $37 due to change in discount rate for the year ended December 31, 2024 and 2023, respectively. The discount rate increased 0.60% during 2024 driven by an increase in corporate AA yields. The discount rate decreased 0.19% during 2023 driven by a decrease in corporate AA yields.

(2) Includes Retirement Plan benefit obligations of $1,581 and $1,649 as of December 31, 2024 and 2023, respectively, and non-qualified plan benefit obligations of $331 and $350 as of December 31, 2024 and 2023, respectively.

(3) Represents Retirement Plan Assets.

(4) Funded status is not indicative of the Company's ability to pay ongoing pension benefits or of its obligation to fund retirement trusts. Required pension funding for qualified plans is determined in accordance with ERISA regulations.

In determining the discount rate assumption, the Company utilizes current market information provided by its plan actuaries including discounted cash flow analyses of the Company’s pension and general movements in the current market environment. The discount rate modeling process involves selecting a portfolio of high quality, noncallable bonds that will match the cash flows of the pension plans.

The following table summarizes amounts related to the Plans recognized on the Consolidated Balance Sheets as of December 31, 2024 and 2023:



	2024		2023
Amounts recognized in the Consolidated Balance Sheets consist of:(1)
Prepaid benefit cost (2)	$	192	$	182
Accrued benefit cost (2)	(331)		(350)
Net amount recognized	$	(139)	$	(168)

(1) Excludes other postretirement benefit obligations of $8 and $9 as of December 31, 2024 and 2023, respectively.

(2) Prepaid benefit cost is included in Other assets on the Consolidated Balance Sheets. Accrued benefit cost is included in Other liabilities on the Consolidated Balance Sheets.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

There were no amounts related to the Plans recognized in AOCI as of December 31, 2024 and 2023.

The following table summarizes information for the Plans with a projected benefit obligation and an accumulated benefit obligation in excess of plan assets as of December 31, 2024 and 2023:



	2024		2023
Projected benefit obligation	$	331	$	350
Accumulated benefit obligation	328		348
Fair value of plan assets	—		—

Components of Net Periodic Benefit Cost

The components of net periodic benefit costs recognized in Operating expenses in the Consolidated Statements of Operations, weighted-average assumptions used in determining net benefit cost of the Plans and other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss) related to the Plans were as follows for the years ended December 31, 2024, 2023 and 2022:



	2024			2023			2022
Net Periodic (Benefit) Costs Recognized in Consolidated Statements of Operations:
Service cost	$	30		$	24		$	28
Interest cost	102			103			72
Expected return on plan assets	(107)			(100)			(108)

(Gain) loss recognized due to curtailment	—			—			—
Net (gain) loss recognition	(26)			(4)			(6)
Net periodic (benefit) costs	$	(1)		$	23		$	(14)

Discount rate	5.28		%	5.47		%	3.00		%
Expected rate of return on plan assets	6.00		%	5.82		%	4.85		%
Interest credit rate	3.75		%	3.00		%	2.80		%

The expected return on plan assets is determined using the fair value of plan assets. The expected rate of return on plan assets is updated at least annually, taking into consideration the Retirement Plan’s asset allocation, historical returns on the types of assets held in the Retirement Plan's portfolio of assets ("the Fund") and the current economic environment. Based on these factors, it is expected that the Fund’s assets will earn an average percentage per year over the long term. This estimation is based on an active return on a compound basis, with a reduction for administrative expenses and non-Voya investment manager fees paid from the Fund. For estimation purposes, it is assumed the long-term asset mix will be consistent with the current mix. Changes in the asset mix could impact the amount of recorded pension income or expense, the funded status of the Plan, and the need for future cash contributions.

Plan Assets

The Retirement Plan is the Company's only defined benefit plan with plan assets in a trust. The primary financial objective of the Retirement Plan is to secure participant retirement benefits. As such, the key objective in the Retirement Plan’s financial management is to promote funded status (i.e., the ratio of market value of assets to liabilities) stability, while maintaining the funded status surplus. The investment strategy for the Fund balances the requirement to generate returns with the need to control risk. The asset mix is recognized as the primary mechanism to influence the reward and risk structure of the Fund in an effort to accomplish the Retirement Plan’s funding objectives. Desirable target allocations amongst identified asset classes are set and, within each asset class, careful consideration is given to balancing the portfolio among industry sectors, geographies, interest rate sensitivity, economic growth, currency and other factors affecting investment returns. The assets are managed by professional investment firms. They are bound by mandates and are measured against benchmarks. Consideration is given to balancing security concentration, investment style and reliance on particular active investment strategies, among other factors.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company reviews its asset mix of the Fund on a regular basis. Generally, the pension committee of the Company will rebalance the Fund's asset mix to the target mix as individual portfolios approach their minimum or maximum levels. However, the Company has the discretion to deviate from these ranges or to manage investment performance using different criteria.

Derivative contracts may be used for hedging purposes to reduce the Retirement Plan’s exposure to interest rate risk. Treasury futures are used to manage the interest rate risk in the Retirement Plan’s fixed maturity portfolio. The derivatives do not qualify for hedge accounting.

The following table summarizes the Company's pension plan’s target allocation range and actual asset allocation by asset category as of December 31, 2024 and 2023:


	Actual Asset Allocation
	2024		2023
Equity securities:
Target allocation range	5%-13%		7%-12%
Large-cap domestic	4.3	%	3.7	%
Small/Mid-cap domestic	0.9	%	0.8	%
International commingled funds	2.9	%	3.2	%
Limited Partnerships	0.1	%	0.5	%
Total equity securities	8.2	%	8.2	%
Fixed maturities:
Target allocation range	83%-87%		83%-87%
U.S. Treasuries, short term investments, cash and futures	2.0	%	3.0	%
U.S. Government agencies and authorities	4.7	%	0.3	%
U.S. corporate, state and municipalities	66.8	%	71.3	%
Foreign securities	12.3	%	9.8	%




Total fixed maturities	85.8	%	84.4	%
Other investments:
Target allocation range	2%-10%		4%-8%
Hedge funds	2.9	%	4.1	%
Real estate	3.1	%	3.3	%
Total other investments	6.0	%	7.4	%
Total	100.0	%	100.0	%


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the fair values of the pension plan assets by asset class as of December 31, 2024:


	Level 1		Level 2		Level 3		NAV		Total
Assets
Fixed maturities, short-term investments and cash:
Cash and cash equivalents	$	11	$	7	$	—	$	—	$	18

Short-term investment fund(1)	—		—		—		19		19
U.S. Government securities	82		—		—		—		82
U.S. corporate, state and municipalities	10		1,102		72		—		1,184
Foreign securities	—		198		20		—		218





Total fixed maturities	103		1,307		92		19		1,521

Equity securities:




Total equity securities(2)	17		77		—		58		152

Other investments:



Total other investments(3)	—		—		—		100		100
Total assets	$	120	$	1,384	$	92	$	177	$	1,773

(1) This category includes common collective trust funds a short-term investment fund, which invests in a full range of high-quality, short-term money market securities. Participant's redemptions are processed by the following day.

(2) Equity securities include two assets that use NAV to calculate fair value. Baillie Gifford Funds has a balance of $26 and uses a bottom up approach to stock picking. In determining the potential of a company, the fund manager analyzes industry background, competitive advantage, management attitudes and financial strength and valuation. There are no redemption restrictions in the Baillie Gifford Funds. Silchester has a fund balance of $26 that has an investment objective to achieve long-term growth primarily by investing in a diversified portfolio of equity securities of companies located in any country other than the United States. Contributions and redemptions are conducted on a monthly basis as of the last business day of each month with notice required. at least six business days before the month-end. Baillie Gifford and Silchester, as a normal course of business, enter into contracts (commitments) that contain indemnifications or warranties. The funds' maximum exposure under these arrangements is unknown, as this would involve future claims that have not yet occurred. Baillie Gifford and Silchester have no unfunded commitments.

(3) Other investments that use NAV to calculate fair value includes a real estate fund has a balance of $52 and is an actively managed core portfolio of equity real estate, whose performance objective is to outperform the National Council of Real Estate investment Fiduciaries Open-End Diversified Core ("NFI_ODCE") index and to achieve at least a 5.0% real rate of return (i.e., inflation-adjusted return), before advisory fees, over any given three-to-five-year period. Redemptions of all or a portion of an investor's units may be redeemed as of the end of a calendar quarter with at least 60 days notice. Other investments also includes a limited partnership with a balance of $48 and is designed to realize appreciation in value primarily through the allocation of capital directly and indirectly among investment funds and accounts. There are significant redemption restrictions in the limited partnership fund.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the fair values of the pension plan assets by asset class as of December 31, 2023:



	Level 1		Level 2		Level 3		NAV		Total
Assets
Fixed maturities, short term investments and cash:
Cash and cash equivalents	$	8	$	1	$	—	$	—	$	9

Short-term investment fund(1)	—		—		—		21		21
U.S. Government securities	128		—		—		—		128
U.S. corporate, state and municipalities	10		1,121		65		—		1,196
Foreign securities	—		170		20		—		190





Total fixed maturities	146		1,292		85		21		1,544

Equity securities:




Total equity securities(2)	15		68		—		68		151

Other investments:



Total other investments(3)	—		—		—		136		136
Total assets	$	161	$	1,360	$	85	$	225	$	1,831

(1) See footnote 1 to previous table.

(2) Equity securities include two assets that use NAV to calculate fair value. Baillie Gifford Funds has a balance of $25 and Silchester has a fund balance of $33. See footnote 2 to previous table for further information.

(3) Other investments that use NAV to calculate fair value includes a real estate fund has a balance of $61 and a limited partnership with a balance of $75. See footnote 3 to previous table for further information.

Pension plan assets are categorized into a three-level fair value hierarchy based upon the inputs available in evaluating each of the assets. Certain investments are measured at fair value using the NAV per share as a practical expedient and have not been classified in the fair value hierarchy. The leveling hierarchy is applied to the pension plans assets as follows:

•Cash and cash equivalents: The carrying amounts for cash and cash equivalents reflect the assets' fair value. The fair values for cash and cash equivalents are determined based on quoted market prices and are classified as Level 1.

•Short-term Investment Funds: Short term investment funds are estimated at NAV. See footnote (1) in fair value hierarchy table above for a description of the fund's redemption policies.

•U.S. Government securities, corporate bonds and notes and foreign securities: Fair values for actively traded marketable bonds are determined based upon quoted market prices and are classified as Level 1 assets. Corporate bonds, ABS, U.S. agency bonds, and foreign securities use observable pricing method such as matrix pricing, market corroborated pricing or inputs such as yield curves and indices. These investments are classified as Level 2.

•Equity securities: Fair values for actively traded equity securities are based upon a quoted market price determined in an active market and are included in Level 1. Collective trust use observable pricing method such as matrix pricing, market corroborated pricing or inputs such as yield curves and indices. These investments are classified as Level 2. Commingled funds are estimated at NAV per share. See footnote (2) in fair value hierarchy table above for a description of the fund's redemption policies.

•Other investments: Other investments are estimated at NAV. See footnote (3) in fair value hierarchy table above for more information.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Expected Future Contributions and Benefit Payments

The following table summarizes the expected benefit payments for the Company's pension plans to be paid for the years indicated:



2025	$	135
2026	136
2027	139
2028	143
2029	146
2030-2034	775

The Company expects that it will make a cash contribution of approximately $28 to the Plans in 2025.

Defined Contribution Plans

Certain of the Company’s subsidiaries sponsor defined contribution plans. The largest defined contribution plan is the Voya 401(k) Savings Plan (the "Savings Plan"). The assets of the Savings Plan are held in independently administered funds. Substantially all employees of the Company are eligible to participate, other than the Company’s agents. The Savings Plan is a tax qualified defined contribution plan. Savings Plan benefits are not guaranteed by the PBGC. The Savings Plan allows eligible participants to defer into the Savings Plan a specified percentage of eligible compensation on a pretax basis. The Company matches such pretax contributions, up to a maximum of 6% of eligible compensation, subject to IRS limits. Matching contributions are subject to a 4-year graded vesting schedule. Contributions made to the Savings Plan are subject to certain limits imposed by applicable law. These plans do not give rise to balance sheet provisions, other than relating to short-term timing differences included in Other liabilities. The amount of cost recognized for the defined contribution pension plans for the years ended December 31, 2024, 2023 and 2022 was $51, $44 and $36, respectively, and is recorded in Operating expenses in the Consolidated Statements of Operations.

16. Accumulated Other Comprehensive Income (Loss)

Shareholders' equity included the following components of AOCI as of the dates indicated:


	December 31, 2024		December 31, 2023		December 31, 2022
Fixed maturities, net of impairment	$	(2,553)	$	(2,370)	$	(3,294)

Derivatives(1)	66		64		125





Change in current discount rate	(787)		(890)		(858)

Deferred income tax asset (liability)(2)	810		794		969
Total	(2,464)		(2,402)		(3,058)
Pension and other postretirement benefits liability, net of tax	2		2		3
AOCI	$	(2,462)	$	(2,400)	$	(3,055)

(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 December 31, 2024, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $10. See the Derivative Financial Instruments Note to these Consolidated Financial Statements for additional information.

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


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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


	December 31, 2024
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(208)		$	44	$	(164)



Adjustments for amounts recognized in Net gains (losses) in the Consolidated Statements of Operations	26			(5)		21



Change in unrealized gains (losses) on available-for-sale securities	(182)			39		(143)

Derivatives:
Derivatives	18		(1)	(4)		14
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Consolidated Statements of Operations	(16)			3		(13)
Change in unrealized gains (losses) on derivatives	2			(1)		1

Change in current discount rate	103			(22)		81

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Consolidated Statements of Operations	(1)		(2)	—		(1)
Change in pension and other postretirement benefits liability	(1)			—		(1)
Change in AOCI	$	(78)		$	16	$	(62)

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

(2) See the Employee Benefit Arrangements Note to these Consolidated Financial Statements for amounts reported in Net Periodic (Benefit) Costs.


	December 31, 2023
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	899		$	(189)	$	710



Adjustments for amounts recognized in Net gains (losses) in the Consolidated Statements of Operations	25			(5)		20



Change in unrealized gains (losses) on available-for-sale securities	924			(194)		730

Derivatives:
Derivatives	(43)		(1)	9		(34)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Consolidated Statements of Operations	(18)			4		(14)
Change in unrealized gains (losses) on derivatives	(61)			13		(48)

Change in current discount rate	(33)			7		(26)

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Consolidated Statements of Operations	(1)		(2)	—		(1)
Change in pension and other postretirement benefits liability	(1)			—		(1)
Change in AOCI	$	829		$	(174)	$	655

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

(2) See the Employee Benefit Arrangements Note to these Consolidated Financial Statements for amounts reported in Net Periodic (Benefit) Costs.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)


	December 31, 2022
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(6,569)		$	1,380	$	(5,189)



Adjustments for amounts recognized in Net gains (losses) in the Consolidated Statements of Operations	78			(16)		62



Change in unrealized gains (losses) on available-for-sale securities	(6,491)			1,364		(5,127)

Derivatives:
Derivatives	66		(1)	(14)		52
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Consolidated Statements of Operations	(20)			4		(16)
Change in unrealized gains (losses) on derivatives	46			(10)		36

Change in current discount rate	290			(61)		229




Change in AOCI	$	(6,155)		$	1,293	$	(4,862)

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

17. Revenue from Contracts with Customers

Financial services and software subscriptions and services revenue is disaggregated by type of service in the following table:


	Year Ended December 31,
		2024		2023		2022
Wealth Solutions
Advisory and R&A		$	625	$	497	$	525
Distribution and shareholder servicing		133		121		116

Investment Management
Advisory, asset management and R&A		1,004		924		826
Distribution and shareholder servicing		153		146		145

Health Solutions
R&A		26		18		17
Software subscriptions and services		206		205		—
Corporate
R&A		3		28		62


Total financial services and software subscriptions and services revenue		2,150		1,939		1,691
Revenue from other sources(1)		386		304		199
Total Fee income and Other revenue		$	2,536	$	2,243	$	1,890

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

Net receivables of $361 and $339 are included in Other assets on the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

18. Income Taxes

Income tax expense (benefit) consisted of the following for the periods indicated:


	Year Ended December 31,
	2024		2023		2022
Current tax expense (benefit):
Federal	$	1	$	2	$	(6)
Foreign	9		4		1
State	5		5		(3)
Total current tax expense (benefit)	15		11		(8)
Deferred tax expense (benefit):
Federal	38		(50)		8
State	4		(12)		(5)
Total deferred tax expense (benefit)	42		(62)		3
Total income tax expense (benefit)	$	57	$	(51)	$	(5)

Income taxes were different from the amount computed by applying the federal income tax rate to Income (loss) before income taxes for the following reasons for the periods indicated:


	Year Ended December 31,
	2024			2023			2022
Income (loss) before income taxes	$	799		$	678		$	428
Tax Rate	21.0		%	21.0		%	21.0		%
Income tax expense (benefit) at federal statutory rate	168			142			90
Tax effect of:
Valuation allowance	1			(1)			7
Dividends received deduction	(49)			(38)			(44)
State tax expense (benefit)	8			(6)			(16)
Noncontrolling interest	(16)			(22)			16
Tax credits	(19)			(17)			(63)
Nondeductible expenses	3			6			7
Security Life of Denver Company capital loss carryback (1)	(38)			(92)			—
Non-taxable Voya India gain (1)	—			(10)			—
Other	(1)			(13)			(2)
Income tax expense (benefit)	$	57		$	(51)		$	(5)
Effective tax rate	7.1		%	(7.5)		%	(1.2)		%

(1) See Other Tax Matters section below

Current Income Tax

The Company had a current income tax receivable of $12 as of December 31, 2024 and 2023, which is included in Other assets on the Consolidated Balance Sheets.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Temporary Differences

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities were as follows as of the dates indicated:


	December 31,
	2024		2023
Deferred tax assets
Federal and state loss carryforwards	$	1,421	$	1,489
Net unrealized investment losses	522		484
Compensation and benefits	161		190
Current discount rate	165		187
Tax credits	154		131
Insurance Reserves	—		9
Investments	47		5
Other assets	175		165
Total gross assets before valuation allowance	2,645		2,660
Less: Valuation allowance	96		95
Assets, net of valuation allowance	2,549		2,565
Deferred tax liabilities
Deferred policy acquisition costs	(324)		(358)
Insurance reserves	(24)		—
Other liabilities	(67)		(47)
Total gross liabilities	(415)		(405)
Net deferred income tax asset (liability)	$	2,134	$	2,160

The following table sets forth the federal, state and credit carryforwards for tax purposes as of the dates indicated:


	December 31,
	2024			2023
Federal net operating loss carryforward	$	6,335	(1)	$	6,667
State net operating loss carryforward	2,412		(2)	2,454

Credit carryforward	154		(3)	131

(1) Approximately $3,320 of the net operating losses carryforwards ("NOL") not subject to expiration. $3,015 of the NOLs expire between 2025 and 2037

(2) Approximately $390 of the NOLs not subject to expiration. $2,022 of the NOLs expire between 2025 and 2043

(3) Expires between 2025 and 2044

As a result of the Benefitfocus acquisition in 2023, the Company acquired $62 of federal net operating losses ("NOL"), subject to a section 382 limitation. The Company expects to fully realize these NOLs prior to expiration.

Valuation allowances are provided when it is considered more likely than not that some portion or all of the deferred tax assets ("DTA") will not be realized. As of December 31, 2024 and 2023, the Company had a total valuation allowance of $96 and $95, respectively. As of December 31, 2024 and 2023, $219 and $218, respectively, of this valuation allowance was allocated to continuing operations and $(123) and $(123) allocated to Other comprehensive income (loss) related to realized and unrealized capital losses, respectively.

Significant judgment is required to evaluate the need for a valuation allowance against DTAs. 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 December 31, 2024 and 2023, the Company had net unrealized capital losses of $2.5 billion and $2.3 billion, respectively, in AOCI. The Company expects this DTA to be utilized by its hold-to-maturity tax planning strategy. Additionally, income before income taxes available to the


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Company remained positive for the period. After evaluating the positive and negative evidence, the Company did not change its judgment regarding the realization of DTAs in 2024.

The valuation allowance as of December 31, 2024 of $96 was against certain historic state net operating losses and state tax credits that were below more likely than not to be utilized. The Company will continue to assess all available evidence during future periods to evaluate any changes to the realization of these DTAs.

Other Tax Matters

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 the tax return 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.

On August 1, 2023, the Company acquired all remaining equity interest in Voya India. The transaction resulted in a GAAP-to-tax outside basis difference of $45 in 2023. The Company has asserted that its investment in India as of the August 1, 2023 acquisition date is permanently reinvested; therefore, no provision for U.S. federal and state income taxes or foreign withholding taxes was made in the Company’s 2023 consolidated financial statements related to the acquisition. In 2024, the Company made the assumption that future earnings would be distributed and recorded withholding taxes on the 2024 earnings.

Unrecognized Tax Benefits

Reconciliations of the change in the unrecognized income tax benefits were as follows for the periods indicated:


	Year Ended December 31,
	2024		2023		2022
Balance at beginning of period	$	27	$	33	$	33
Additions (reductions) for tax positions related to current year	—		—		—
Additions (reductions) for tax positions related to prior years	(3)		(6)		—



Balance at end of period	$	24	$	27	$	33

The Company had $1 of unrecognized tax benefits as of December 31, 2024, 2023 and 2022, which would affect the Company's effective rate if recognized.

Interest and Penalties

The Company recognizes interest expense and penalties, if applicable, related to unrecognized tax benefits in tax expense net of federal income tax. The total amounts of gross accrued interest and penalties on the Company's Consolidated Balance Sheets as of December 31, 2024 and 2023 were immaterial. The Company recognized no gross interest (benefit) related to unrecognized tax in its Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022.

The timing of the payment of the remaining accrued interest and penalties cannot be reasonably estimated.

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.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company filed amended federal income tax returns for tax years 2012 through 2018 to claim a foreign tax credit instead of utilizing a foreign tax deduction. The Company does not anticipate an adjustment to its claim as filed. The audit of the claim is ongoing.

Tax Legislative Matters

In August 2022, the Inflation Reduction Act was signed into law creating the corporate alternative minimum tax ("CAMT"). In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. While the Company does not expect to be subject to the CAMT for 2024, the Company continues to review the proposed regulations, and its CAMT determination will need to be evaluated in light of future guidance.

19. Financing Agreements

Short-term Debt

As of December 31, 2024 and 2023, the Company had $399 and $1, respectively, of short-term borrowings outstanding consisting entirely of the current portion of long-term debt.

Long-term Debt

The following table summarizes the carrying value of the Company’s debt issued or borrowed and outstanding as of December 31, 2024 and 2023:


	Issuer	Maturity	2024		2023


3.976% Senior Notes, due 2025(2)(3)	Voya Financial, Inc.	02/15/2025	$	399	$	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(3)(4)	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			2,502		2,098
Less: Current portion of long-term debt			399		1
Total			$	2,103	$	2,097

(1) Guaranteed by ING Group.

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

(3) Guaranteed by Voya Holdings.

(4) See the Junior Subordinated Notes section below.

Unsecured senior debt, which consists of senior fixed rate notes and guarantees of fixed rate notes, ranks highest in priority, followed by subordinated debt, which consists of junior subordinated debt securities.

The aggregate amounts of future principal payments of long-term debt issued by the Company at December 31, 2024 for the next five years and thereafter are $401 in 2025, $587 in 2026, $13 in 2027, $0 in 2028, $0 in 2029 and $1,518 thereafter.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The aggregate amounts of future principal payments of long-term debt issued by Voya Financial, Inc. at December 31, 2024 for the next five years and thereafter are $400 in 2025, $447 in 2026, $0 in 2027, $0 in 2028, $0 in 2029 and $1,440 thereafter.

As of December 31, 2024, the Company was in compliance with its debt covenants.

Loss on Debt Extinguishment

The Company did not incur a loss on debt extinguishment for the year ended December 31, 2024. The Company incurred a loss on debt extinguishment of $5 and $3 for the years ended December 31, 2023 and 2022, respectively, which was recorded in Interest expense in the Consolidated Statements of Operations. See Junior Subordinated Notes below for additional detail on debt extinguishment.

Senior Notes

On September 20, 2024, Voya Financial, Inc. issued $400 of unsecured 5.0% Senior Notes due 2034 (the "2034 Notes"). The 2034 Notes are fully, irrevocably, and unconditionally guaranteed by Voya Holdings Inc. Interest is paid semi-annually in arrears on March 20 and September 20 of each year, commencing on March 20, 2025. The offering resulted in aggregate net proceeds to the Company of $397, after deducting commissions and expenses. The Company used the net proceeds for the repayment at maturity of the $400 outstanding principal amount of its 3.976% Senior Notes on February 14, 2025.

Junior Subordinated Notes

Outstanding junior subordinated notes were as follows as of December 31, 2024:

Issuer

Issue Date

Interest Rate(1)

Scheduled Redemption Date

Interest Rate Subsequent to Scheduled Redemption Date(2)

Final Maturity Date

Face Value

Voya Financial, Inc.

01/23/2018

4.70%

01/23/2028

LIBOR

2.084%

01/23/2048

(3)

340

(1) Prior to the scheduled redemption date, interest is paid semi-annually, in arrears.

(2) In the event the securities are not redeemed on or before the scheduled redemption date, interest will accrue after such date at an annual rate of three month LIBOR plus the indicated margin, payable quarterly in arrears. In the event that LIBOR is unavailable, the calculation agent will determine a fallback rate at the time the calculations need to be performed.

(3) The 4.70% Fixed-to-Floating Rate Junior Subordinated Notes due 2048 (the "2048 Notes") are guaranteed on an unsecured, junior subordinated basis by Voya Holdings.

During the year ended December 31, 2023, the Company completed the redemption of all of outstanding principal amount of its 5.65% Fixed-to-Floating Rate Junior Subordinated Note, due 2053 at par.

During the year ended December 31, 2022, the Company repurchased $357 and $10 par value of its 5.65% Fixed-to-Floating Rate Junior Subordinated Note, due 2053 and 4.7% Fixed-to-Floating Rate Junior Subordinated Note, due 2048, respectively, on the open market.

The Company has the right to defer interest payments on the Junior Subordinated Notes for one or more consecutive interest periods for up to five years, without resulting in a default, during which time interest will be compounded. On or after the optional redemption dates, Voya Financial, Inc. may redeem the Junior Subordinated Notes in whole or in part for the principal amount being redeemed plus accrued and unpaid interest. Prior to the optional redemption dates, the Company may elect to redeem the Junior Subordinated Notes for the principal amount being redeemed upon the occurrence of certain events as defined in the indentures governing the Junior Subordinated Notes, plus accrued and unpaid interest.

At any time following notice of the Company's plan to defer interest and during the period interest is deferred, the Company and its subsidiaries generally, with certain exceptions, may not make payments on or redeem or purchase any shares of the Company's common or preferred stock or any of the debt securities or guarantees that rank in liquidation on a parity with or are junior to the Junior Subordinated Notes.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Aetna Notes

ING Group guarantees the 7.625% Voya Holdings Inc. debentures, due 2026 and the 6.97% Voya Holdings Inc. debentures, due 2036 (collectively, the "Aetna Notes"), which were assumed by Voya Holdings in connection with the Company’s acquisition of Aetna’s life insurance and related businesses in 2000. Concurrent with the completion of the Company’s IPO, the Company entered into a shareholder agreement with ING Group that governs certain aspects of the Company’s continuing relationship. Pursuant to that agreement, the Company was obligated to reduce the aggregate outstanding principal amount of Aetna Notes to no more than zero as of December 31, 2019 or otherwise to make provision for ING Group's guarantee of any outstanding Aetna Notes in excess of such amounts.

The Company's obligation to ING Group with respect to the Aetna Notes can be met, at the Company’s option, through redemptions, repurchases or by posting collateral with a third-party collateral agent, for the benefit of ING Group.

If the Company fails to meet these obligations to ING Group, the Company has agreed to pay a prescribed quarterly fee of 1.25% per quarter to ING Group based on the outstanding principal amount of Aetna Notes for which provision has not been made, in excess of the limits set forth above.

As of December 31, 2024 and 2023, the outstanding principal amount of the Aetna Notes was $218. As of December 31, 2024 and 2023, the amount of collateral required to avoid the payment of a fee to ING Group was $218. As of December 31, 2024 and 2023, the collateral balance was $227, comprised of a deposit of $215 to a control account with a third-party collateral agent and $12 of letter of credit.

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 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 5.650% Fixed-to-Floating Rate Junior Subordinated Notes due 2053 on May 15, 2023 (the "2053 Notes"). See Junior Subordinated Notes above.

As of December 31, 2024, the Company may issue up to $100 principal amount of its 3.976% Senior Notes to the trust under the put option agreement. The put option agreement expired on February 15, 2025.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Credit Facilities

The Company uses credit facilities as part of its capital management practices. Total fees associated with credit facilities for the years ended 2024, 2023 and 2022 were $1, $1 and $2, respectively.

The following table outlines the Company's credit facilities as of December 31, 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.

Senior Unsecured Credit Facility

As of December 31, 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 December 31, 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.

20. Commitments and Contingencies

Leases

The Company leases its office space and certain equipment under operating leases, the longest term of which expires in 2039. The Company also currently has finance leases related to office space and service contracts. Right of use assets and lease liabilities are reflected in Other assets and Other liabilities, respectively on the Consolidated Balance Sheets.

During the years ended December 31, 2024 and 2023, the Company recorded an impairment of $0 and $14, respectively, on its right-of-use assets associated with leased office space, which is included in Operating expenses in the Consolidated Statements of Operations.

The following table presents the lease costs and payments related to operating and finance leases for the years ended December 31, 2024, 2023 and 2022:


	2024		2023		2022
Operating lease costs	$	26	$	22	$	21
Finance lease costs	11		9		19
Amortization of the right of use assets(1)	7		5		19
Payments for finance lease liabilities	10		20		21
Payments for operating lease liabilities	28		26		18

(1)Included in the finance lease costs.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The future net minimum payments under non-cancelable leases are as follows as of December 31, 2024:


	Operating Leases		Finance Leases
2025	$	23	$	12
2026	20		12
2027	18		12
2028	16		13
2029	12		13
Thereafter	51		27
Total undiscounted lease payments	140		89
Less: Imputed interest	28		15
Total Lease liabilities	$	112	$	74

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 December 31, 2024, the Company had off-balance sheet commitments to acquire mortgage loans of $221 and purchase limited partnerships and private placement investments of $1,617, of which $415 related to consolidated investment entities.

Insurance Company Guaranty Fund Assessments

The Company accrues the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations and the amount of premiums written in each state. The Company has estimated this undiscounted liability, which is included in Other liabilities on the Consolidated Balance Sheets, to be $3 and $1 as of December 31, 2024 and 2023, respectively. The Company has also recorded an asset, which is included in Other assets on the Consolidated Balance Sheets, of $21 and $10 as of December 31, 2024 and 2023, respectively, for future credits to premium taxes. The Company estimates its liabilities for future assessments under state insurance guaranty association laws. The Company believes the reserves established are adequate for future assessments relating to insurance companies that are currently subject to insolvency proceedings.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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 fair value of restricted assets were as follows as of December 31, 2024 and 2023:


	2024		2023
Fixed maturity collateral pledged to FHLB(1)	$	2,007	$	1,956
FHLB restricted stock(2)	65		64
Fixed maturities-state and other deposits	35		37
Cash and cash equivalents	21		25
Securities pledged(3)	1,523		1,160
Total restricted assets	$	3,651	$	3,242

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

(2) Included in Other investments on the Consolidated Balance Sheets.

(3) Includes the fair value of loaned securities of $1,083 and $842 as of December 31, 2024 and 2023, respectively. In addition, as of December 31, 2024 and 2023, the Company delivered securities as collateral of $159 and $201, and repurchase agreements of $281 and $117, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the 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 December 31, 2024 and 2023, the Company had $1,249 and $1,175, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Consolidated Balance Sheets. Assets pledged to the FHLB are reflected in the table above.

Litigation, Regulatory Matters and Loss Contingencies

Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters, arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. The variability in pleading requirements and past experience demonstrates 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


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

amounts of the reasonably possible range of losses. As of December 31, 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 $25. For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss.

Litigation also 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. ("CAM"), pursuant to an agreement that provides for contingent consideration. On March 11, 2024, the Company received from the sellers a demand for arbitration of a claim that the full amount of the contingent consideration had become payable. On January 6, 2025, the Company and the sellers closed on a transaction that transferred CAM to the sellers and resolved the arbitration.

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 December 31, 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.

21. 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 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 $366 and $316 as of December 31, 2024 and 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.


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Voya Financial, Inc.

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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 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 Voya 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 4 and 5 CLOs as of December 31, 2024 and 2023, respectively.

Limited Partnerships ("LPs")

The Company invests in and manages various limited partnerships, including private equity funds and hedge funds. The LPs generally have a ten-year life and a specified period during which investors can subscribe for limited partnership interests. Once the investors are admitted as limited partners, the investors are required to contribute capital when called by the general partners. The purpose of the LPs is to obtain subscriptions from limited partners and maximize the return to their partners by assembling a diversified portfolio of investments 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 December 31, 2024 and 2023, respectively.

The noncontrolling interest related to these partnerships increased from $1,685 at December 31, 2023 to $1,783 at December 31, 2024. Changes in market value, consolidations, deconsolidations, contributions and distributions related to these investments in partnerships directly impacts the noncontrolling interest component of Shareholders' Equity on the Company's Consolidated Balance Sheets. The change in noncontrolling interest was primarily driven by an increase in net contributions and 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 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 Consolidated Statements of Operations.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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 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 and validated through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

Cash and Cash Equivalents

The carrying amounts for cash reflect the assets’ fair values. The fair value for cash equivalents is determined based on quoted market prices. These assets are classified as Level 1.

CLOs

Corporate loans: Corporate loan investments, which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans maturing at various dates between 2025 and 2032, paying interest at SOFR, EURIBOR or PRIME plus a spread of up to 8.0%. As of December 31, 2024 and 2023, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $17 and $46, respectively. Corporate loans are moved to non-accrual status when the investment defaults. Less than 1.0% of the collateral assets were in default as of December 31, 2024 and 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 a 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 December 31, 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.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company reviews the detailed prices including comparisons to prior periods for reasonableness. The Company utilizes a formal pricing challenge process to request a review of any price during which time the vendor examines its assumptions and relevant market inputs to determine if a price change is warranted.

The following narrative indicates the sensitivity of inputs:

•Default Rate: An increase (decrease) in the expected default rate would likely increase (decrease) the discount margin (increase risk premium) used to value the CLO investments and CLO notes and, as a result, would potentially decrease the value of the CLO investments and CLO notes.

•Recovery Rate: A decrease (increase) in the expected recovery of defaulted assets would potentially decrease (increase) the valuation of CLO investments and CLO notes.

•Prepayment Rate: A decrease (increase) in the expected rate of collateral prepayments would potentially decrease (increase) the valuation of CLO investments and CLO notes as the expected weighted average life ("WAL") would increase (decrease).

•Discount Margin (spread over SOFR): An increase (decrease) in the discount margin used to value the CLO investments and CLO notes would decrease (increase) the value of the CLO investments and CLO notes.

Private Equity Funds

As prescribed in ASC Topic 820, the unit of account for these investments is the interest in the investee fund. The Company owns an undivided interest in the fund portfolio and does not have the ability to dispose of individual assets and liabilities in the fund portfolio. Rather, the Company would be required to redeem or dispose of its entire interest in the investee fund. There is no current active market for interests in underlying private equity funds.

Valuation is generally based on the valuations provided by the fund's general partner or investment manager. The valuations typically reflect the fair value of the Company's capital account balance of each fund investment, including unrealized capital gains (losses), as reported in the financial statements of the respective investee fund as of the respective year end or the latest available date. In circumstances where fair values are not provided, the Company seeks to determine the fair value of fund investments based upon other information provided by the fund's general partner or investment manager or from other sources.

The fair value of securities received in-kind from fund investments is determined based on the restrictions around the securities.

•Unrestricted, publicly traded securities are valued at the closing public market price on the reporting date;

•Restricted, publicly traded securities may be valued at a discount from the closing public market price on the reporting date, depending on the circumstances; and

•Privately held securities are valued by the directors/general partner of the investee fund, based on a variety of factors, including the price of recent transactions in the company's securities and the company's earnings, revenue and book value.

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 December 31, 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 year ended December 31, 2024, and the revolving lines of credit are eligible for renewal every three years; all loans bear interest at EURIBOR/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 December 31, 2024 and 2023, outstanding borrowings amount to $1,153 and $1,198, respectively. The borrowings are reflected in Liabilities related to consolidated investment entities - other liabilities on the Company's Consolidated Balance Sheets. The borrowings are carried at an amount equal to the unpaid principal balance.


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of December 31, 2024:


	Level 1		Level 2		Level 3		NAV		Total
Assets
VIEs
Cash and cash equivalents	$	113	$	—	$	—	$	—	$	113
Corporate loans	—		1,434		—		—		1,434
Limited partnerships/corporations	—		—		—		3,067		3,067
Other investments(1)	—		—		53		—		53
VOEs
Cash and cash equivalents	2		—		—		—		2


Other investments(1)	—		—		—		50		50
Total assets	$	115	$	1,434	$	53	$	3,117	$	4,719
Liabilities
VIEs
CLO notes	$	—	$	1,101	$	—	$	—	$	1,101
Total liabilities	$	—	$	1,101	$	—	$	—	$	1,101
(1) VIEs and VOEs - Other investments are reflected in Assets related to consolidated investment entities - Other assets on the Company's 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 years ended December 31, 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.

The Company had four and two deconsolidations for the years ended December 31, 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


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Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

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 December 31, 2024 and December 31, 2023, the Company held $466 and $383 ownership interests, respectively, in unconsolidated CLOs, which also represent the Company's maximum exposure to loss.

LPs

As of December 31, 2024 and December 31, 2023, the Company held $1,836 and $1,621 ownership interests, respectively, in unconsolidated limited partnerships, which also represent 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 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 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 Consolidated Financial Statements for details regarding the carrying amounts and classifications of these assets.


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Voya Financial, Inc.

Schedule I

Summary of Investments Other than Investments in Affiliates

As of December 31, 2024

(In millions)


Type of Investments	Cost		Fair Value		Amount Shown on Consolidated Balance Sheet
Fixed maturities:
U.S. Treasuries	$	524	$	472	$	472
U.S. Government agencies and authorities	29		30		30
State, municipalities, and political subdivisions	697		580		580
U.S. corporate public securities	7,938		7,008		7,008
U.S. corporate private securities	5,275		4,983		4,983
Foreign corporate public securities and foreign governments(1)	2,729		2,472		2,472
Foreign corporate private securities(1)	2,693		2,537		2,537
Residential mortgage-backed securities	3,709		3,471		3,471
Commercial mortgage-backed securities	3,677		3,132		3,132
Other asset-backed securities	2,779		2,769		2,769
Total fixed maturities, including securities pledged	30,050		27,454		27,454

Equity securities	246		246		246
Short-term investments	94		94		94
Mortgage loans on real estate	4,699		4,459		4,675

Policy loans	342		342		342
Limited partnerships/corporations	1,836		1,836		1,836
Derivatives	(4)		303		303
Other investments, including securities pledged	74		74		74
Total investments	$	37,337	$	34,808	$	35,024

(1) Primarily U.S. dollar denominated.


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Schedule II

Condensed Financial Information of Parent

Balance Sheets

December 31, 2024 and 2023

(In millions, except share and per share data)


	As of December 31,
	2024		2023
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $0 and $6 as of 2024 and 2023, respectively)	$	—	$	6
Equity securities, at fair value	3		3
Short-term investments	20		13
Limited partnerships/corporations	6		—
Derivatives	14		10
Investments in subsidiaries	5,116		5,250
Total investments	5,159		5,282
Cash and cash equivalents	217		206
Short-term investments under securities loan agreements, including collateral delivered	1		1
Loans to subsidiaries and affiliates	392		293
Due from subsidiaries and affiliates	—		8

Deferred income taxes	819		856
Other assets	6		7
Total assets	$	6,594	$	6,653

Liabilities:
Payables under securities loan and repurchase agreements, including collateral held	$	—	$	10
Short-term debt	575		445
Long-term debt	1,871		1,865
Derivatives	22		9
Due to subsidiaries and affiliates	2		—


Other liabilities	119		131
Total liabilities	$	2,589	$	2,460

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; 105,592,281 and 103,584,699 shares issued as of 2024 and 2023, respectively; 95,497,265 and 102,854,569 shares outstanding as of 2024 and 2023, respectively)	1		1
Treasury stock (at cost; 10,095,016 and 730,130 shares as of 2024 and 2023, respectively)	(754)		(56)
Additional paid-in capital	6,266		6,143
Accumulated other comprehensive income (loss)	(2,462)		(2,400)
Retained earnings:

Unappropriated	954		505
Total Voya Financial, Inc. shareholders' equity	4,005		4,193
Total liabilities and shareholders' equity	$	6,594	$	6,653

The accompanying notes are an integral part of this Condensed Financial Information.


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Schedule II

Condensed Financial Information of Parent

Statements of Operations

For the Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Year Ended December 31,
	2024		2023		2022
Revenues:
Net investment income	$	36	$	38	$	12
Net gains (losses)	20		65		(52)
Other revenue	1		27		18
Total revenues	57		130		(22)

Expenses:
Interest expense	130		130		114
Operating expenses	5		35		30
Total expenses	135		165		144
Income (loss) before income taxes and equity in earnings (losses) of subsidiaries	(78)		(35)		(166)
Income tax expense (benefit)	(18)		(18)		(86)
Net income (loss) before equity in earnings (losses) of subsidiaries	(60)		(17)		(80)
Equity in earnings (losses) of subsidiaries, net of tax	727		642		590
Net income (loss) available to Voya Financial, Inc.	667		625		510
Less: Preferred stock dividends	41		36		36
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	626	$	589	$	474

The accompanying notes are an integral part of this Condensed Financial Information.

Condensed Financial Information of Parent

Statements of Comprehensive Income

For the Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Year Ended December 31,
	2024		2023		2022
Net income (loss) available to Voya Financial, Inc.	$	667	$	625	$	510
Other comprehensive income (loss), after tax	(62)		655		(4,862)
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	605	$	1,280	$	(4,352)

The accompanying notes are an integral part of this Condensed Financial Information.


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Schedule II

Condensed Financial Information of Parent

Statements of Cash Flows

For the Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Year Ended December 31,
	2024		2023		2022
Cash Flows from Operating Activities:
Net income (loss) available to Voya Financial, Inc.	$	667	$	625	$	510
Adjustments to reconcile Net income (loss) available to Voya Financial, Inc. to Net cash used in operating activities:
Equity in (earnings) losses of subsidiaries	(727)		(642)		(590)
Dividends from subsidiaries	861		1,057		502

Deferred income tax expense (benefit)	37		54		(35)


Net gains (losses)	(20)		(65)		52

Change in:
Other receivables and asset accruals	1		5		(21)
Due from subsidiaries and affiliates	106		108		46

Other payables and accruals	(12)		—		(10)
Other, net	(2)		(7)		29
Net cash provided/(used) in operating activities	911		1,135		483

Cash Flows from Investing Activities:


Proceeds from the sale, maturity, disposal or redemption of limited partnerships/corporations	—		53		—
Proceeds from the sale, maturity, disposal or redemption of fixed maturities	6		—		22
Acquisition of:
Fixed maturities	—		—		(16)
Equity securities	—		(3)		—

Short-term investments, net	(7)		(13)		18
Derivatives, net	29		19		(37)


Maturity (issuance) of short-term intercompany loans, net	(99)		(203)		34
Return of capital contribution from subsidiaries	—		—		708
Capital contributions to subsidiaries	(60)		(8)		—
Payments for business acquisitions, net of cash acquired	—		(584)		—
Collateral received (delivered), net	(10)		15		(5)
Other, net	—		(94)		—
Net cash provided/(used) in investing activities	(141)		(818)		724

The accompanying notes are an integral part of this Condensed Financial Information.


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Schedule II

Condensed Financial Information of Parent

Statements of Cash Flows (Continued)

For the Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Year Ended December 31,
	2024		2023		2022
Cash Flows from Financing Activities:
Proceeds from issuance of debt with maturities of more than three months	397		400		—
Repayment of debt with maturities of more than three months	—		(393)		(366)


Net proceeds from (repayments of) short-term loans to subsidiaries	(269)		250		65
Proceeds from issuance of common stock, net	6		—		7

Share-based compensation	(44)		(47)		(40)
Common stock acquired - Share repurchase	(640)		(369)		(750)
Dividends paid on common stock	(168)		(125)		(80)
Dividends paid on preferred stock	(41)		(36)		(36)
Net cash used in financing activities	(759)		(320)		(1,200)
Net increase (decrease) in cash and cash equivalents	11		(3)		7
Cash and cash equivalents, beginning of period	206		209		202
Cash and cash equivalents, end of period	$	217	$	206	$	209

Supplemental cash flow information:
Income taxes paid (received), net	$	5	$	4	$	14
Interest paid	110		111		111

The accompanying notes are an integral part of this Condensed Financial Information.


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Schedule II

Notes to Condensed Financial Information of Parent

(Dollar amounts in millions, unless otherwise stated)

1. Business and Basis of Presentation

The condensed financial information of Voya Financial, Inc. should be read in conjunction with the consolidated financial statements of Voya Financial, Inc. and its subsidiaries (collectively the "Company") and the notes thereto (the "Consolidated Financial Statements").

The accompanying financial information reflects the results of operations, financial position and cash flows for Voya Financial, Inc. The financial information is in conformity with accounting principles generally accepted in the United States, which require management to adopt accounting policies and make certain estimates and assumptions. Investments in subsidiaries are accounted for using the equity method of accounting.

2. Loans to Subsidiaries

Voya Financial, Inc. maintains reciprocal loan agreements with subsidiaries to facilitate unanticipated short-term cash requirements that arise in the ordinary course of business.

The following table summarizes the carrying value of Voya Financial, Inc.'s loans to subsidiaries for the periods indicated:


			As of December 31,
Subsidiaries	Rate	Maturity Date	2024		2023






Voya Institutional Plan Services, LLC	4.50%	01/02/2025	$	43	$	—
Voya Institutional Plan Services, LLC	5.44%	01/02/2024	—		31














Voya Investment Management, LLC	4.57%	01/30/2025	50		—

Voya Services Company	5.44%	01/02/2024	—		185

Voya Payroll Management, Inc.	5.44%	01/02/2024	—		11
Voya Payroll Management, Inc.	4.50%	01/02/2025	2		—
Voya Holdings Inc.	5.53%	01/18/2024	—		44
Voya Holdings Inc.	5.51%	01/12/2024	—		22
Voya Holdings Inc.	4.57%	01/30/2025	5		—

ReliaStar Life Insurance Company	4.50%	01/02/2025	68		—




Voya Services Company	4.50%	01/02/2025	224		—


Total			$	392	$	293

Interest income earned on loans to subsidiaries was $24, $18 and $5 for the years ended December 31, 2024, 2023 and 2022, respectively. Interest income is included in Net investment income in the Condensed Statements of Operations.

3. Financing Agreements

Debt Securities

The following table summarizes Voya Financial, Inc.'s short-term debt borrowings for the periods indicated:


	As of December 31,
	2024		2023
Intercompany financing - Subsidiaries	$	176	$	445
Current portion of long-term debt	399		—
Total	$	575	$	445


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Schedule II

Notes to Condensed Financial Information of Parent

(Dollar amounts in millions, unless otherwise stated)

Intercompany financing

Under the reciprocal loan agreements with subsidiaries, interest is charged at the prevailing market interest rate for similar third-party borrowings for securities.

As of December 31, 2024 and 2023, Voya Financial, Inc. was in compliance with its debt covenants. See Financing Agreements Note to the Consolidated Financial Statements for further information regarding long-term debt and the five-year maturities of long-term debt.

Credit Facilities

Voya Financial, Inc. uses credit facilities for contingent liquidity to be used as needed for general business purposes. As of December 31, 2024, unsecured and committed facilities totaled $512. Of the aggregate $512 capacity available, Voya Financial, Inc. utilized $12 in credit facilities outstanding as of December 31, 2024. Total fees associated with credit facilities in 2024, 2023 and 2022 totaled $1, $1 and $2, respectively.

Guarantees

In the normal course of business, Voya Financial, Inc. enters into indemnification agreements with financial institutions that issue surety bonds on behalf of Voya Financial, Inc. or its subsidiaries in connection with litigation matters.

In addition, Voya Financial, Inc. provides guarantees to certain of its subsidiaries to support various business requirements:

•Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 principal amount of the 8.42% Equitable of Iowa Companies Capital Trust II Notes due 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $218 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.

There were no assets or liabilities recognized by Voya Financial, Inc. as of December 31, 2024 and 2023 in relation to these intercompany indemnifications, guarantees or support agreements. As of December 31, 2024 and 2023, no guarantees existed in which Voya Financial, Inc. was required to currently perform under these arrangements.

4. Returns of Capital and Dividends

Voya Financial, Inc. received returns of capital and dividends from the following subsidiaries for the periods indicated:


	Year Ended December 31,
	2024		2023		2022
Voya Holdings Inc.	$	861	$	1,057	$	1,210








Total	$	861	$	1,057	$	1,210

5. Income Taxes

As of December 31, 2024 and 2023, Voya Financial, Inc. held deferred tax assets related to loss and credit carryforwards, some of which have not been realized by its subsidiaries but have been reimbursed to the subsidiaries by Voya Financial, Inc. pursuant to the intercompany tax sharing agreement. The total deferred tax assets were primarily comprised of federal net operating loss, state net operating loss and credit carryforwards.

Valuation allowances have been applied to a portion of the state deferred tax assets as of December 31, 2024 and 2023. Character, amount and estimated expiration date of the carryforwards and the related allowances are disclosed in the Income Taxes Note to the Consolidated Financial Statements.

As of December 31, 2024 and 2023, Voya Financial, Inc. has recognized deferred tax assets of $819 and $856, respectively, primarily related to federal net operating loss carryforwards.


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Voya Financial, Inc.

Schedule II

Notes to Condensed Financial Information of Parent

(Dollar amounts in millions, unless otherwise stated)

As of December 31, 2024 and 2023, Voya Financial, Inc. had a current income tax receivable of $4 and $5, respectively.

Tax Sharing Agreement

Voya Financial, Inc. has entered into a federal tax sharing agreement with members of an affiliated group as defined in Section 1504 of the Internal Revenue Code of 1986, as amended. The agreement provides for the manner of calculation and the amounts/timing of the payments between the parties as well as other related matters in connection with the filing of consolidated federal income tax returns. The federal tax sharing agreement provides that Voya Financial, Inc. will pay its subsidiaries for the tax benefits of ordinary and capital losses only in the event that the consolidated tax group actually uses the tax benefit of losses generated.

Voya Financial, Inc. has also entered into a state tax sharing agreement with each of the specific subsidiaries that are parties to the agreement. The state tax agreement applies to situations in which Voya Financial, Inc. and all or some of the subsidiaries join in the filing of a state or local franchise, income tax, or other tax return on a consolidated, combined or unitary basis.


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Voya Financial, Inc.

Schedule III

Supplementary Insurance Information

As of December 31, 2024 and 2023

(In millions)


Segment	DAC and VOBA		Future Policy Benefits and Contract Owner Account Balances		Unearned Premiums(1)
2024
Wealth Solutions	$	1,044	$	30,090	$	—
Health Solutions	234		2,444		—		*

Investment Management	—		—		—






Corporate	870		13,902		—
Total	$	2,148	$	46,436	$	—

2023
Wealth Solutions	$	1,064	$	31,653	$	—
Health Solutions	211		2,268		—		*

Investment Management	—		—		—


Corporate	975		14,813		—
Total	$	2,250	$	48,734	$	—

(1) Represents unearned premiums associated with short-duration products of the Company's accident and health business.

*Less than $1


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Supplementary Insurance Information

Years Ended December 31, 2024, 2023 and 2022

(In millions)


Segment	Net Investment Income (1)(2)		Premiums and Fee Income (1)(2)		Interest Credited and Other Benefits to Contract Owners		Amortization of DAC and VOBA		Other Operating Expenses(1)(2)		Premiums Written (Excluding Life)
2024
Wealth Solutions	$	1,735	$	1,151	$	834	$	83	$	1,261	$	—
Health Solutions	145		3,225		2,602		36		951		2,462

Investment Management	20		953		—		—		865		—


Corporate	174		(40)		183		104		5		—
Total	$	2,074	$	5,289	$	3,619	$	223	$	3,082	$	2,462
2023
Wealth Solutions	$	1,807	$	1,007	$	872	$	88	$	1,242	$	—
Health Solutions	135		2,748		1,895		33		903		2,120

Investment Management	26		903		—		—		855		—


Corporate	191		(25)		269		109		96		—
Total	$	2,159	$	4,633	$	3,036	$	230	$	3,096	$	2,120
2022
Wealth Solutions	$	2,006	$	992	$	868	$	93	$	1,192	$	—
Health Solutions	134		2,454		1,680		29		577		1,849

Investment Management	9		745		—		—		689		—


Corporate	132		(26)		(20)		118		84		—
Total	$	2,281	$	4,165	$	2,528	$	240	$	2,542	$	1,849

(1) Includes the elimination of certain intersegment revenues and expenses, primarily consisting of asset-based management and administration fees, which have been charged by Investment Management and eliminated in Corporate.

(2) Includes the elimination of intercompany transactions between the Company and its consolidated investment entities, primarily the elimination of the Company's management fees expensed by the funds, recorded as operating revenues before the Company's consolidation of its consolidated investment entities and eliminated in the Investment Management segment.


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Voya Financial, Inc.

Schedule IV

Reinsurance

Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Gross		Ceded		Assumed		Net		Percentage of Assumed to Net
2024
Life insurance in force	$	583,218	$	328,594	$	4,671	$	259,295	1.8	%

Premiums:
Life insurance	$	1,209	$	530	$	21	$	700	3.0	%
Accident and health insurance	2,847		388		—		2,459		—	%
Annuity contracts	28		11		—		17		—	%
Total premiums	$	4,084	$	929	$	21	$	3,176	0.7	%

2023
Life insurance in force	$	596,806	$	346,714	$	4,963	$	255,055	1.9	%

Premiums:
Life insurance	$	1,188	$	571	$	25	$	642	3.9	%
Accident and health insurance	2,359		323		—		2,036		—	%
Annuity contracts	52		14		1		39		2.6	%
Total premiums	$	3,599	$	908	$	26	$	2,717	1.0	%

2022
Life insurance in force	$	610,227	$	368,598	$	5,644	$	247,273	2.3	%

Premiums:
Life insurance	$	1,198	$	589	$	24	$	633	3.8	%
Accident and health insurance	2,018		255		—		1,763		—	%
Annuity contracts	41		15		1		27		3.7	%
Total premiums	$	3,257	$	859	$	25	$	2,423	1.0	%


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Voya Financial, Inc.

Schedule V

Valuation and Qualifying Accounts

Year Ended December 31, 2024, 2023 and 2022

(In millions)


	Balance at January 1,		Charged to Costs and Expenses		Write-offs/ Payments/ Other		Balance at December 31,
2024
Valuation allowance on deferred tax assets(1)	$	95	$	1	$	—	$	96
Allowance for credit losses on mortgage loans on real estate(2)	26		1		(3)		24
Allowance for credit losses on available-for-sale fixed maturity securities(2)	17		22		(1)		38
Allowance for credit losses on reinsurance recoverable	28		(12)		—		16
Allowance for credit losses on deposit asset	1		—		—		1
2023
Valuation allowance on deferred tax assets(1)	$	70	$	(1)	$	26	$	95
Allowance for credit losses on mortgage loans on real estate(2)	18		11		(3)		26
Allowance for credit losses on available-for-sale fixed maturity securities(2)	12		10		(5)		17
Allowance for credit losses on reinsurance recoverable	32		(4)		—		28
Allowance for credit losses on deposit asset	1		—		—		1
2022
Valuation allowance on deferred tax assets(1)	$	63	$	7	$	—	$	70
Allowance for credit losses on mortgage loans on real estate(2)	15		3		—		18
Allowance for credit losses on available-for-sale fixed maturity securities(2)	58		11		(57)		12
Allowance for credit losses on reinsurance recoverable	24		8		—		32
Allowance for credit losses on deposit asset	—		1		—		1

(1) Refer to the Income Taxes Note to the accompanying Consolidated Financial Statements for more information.

(2) Refer to the Investments (excluding Consolidated Investment Entities) Note to the accompanying Consolidated Financial Statements for more information.


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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of 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 filings with the Securities and Exchange Commission ("SEC") is made known to them in a timely manner.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

▪provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

▪provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024 pertaining to financial reporting in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In the opinion of management, Voya Financial, Inc. has maintained effective internal control over financial reporting as of December 31, 2024.

Attestation Report of the Company's Registered Public Accounting Firm

The Company's independent registered public accounting firm, Ernst & Young LLP, has issued their attestation report on management's internal control over financial reporting which is set forth below.

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 year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Voya Financial, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Voya Financial, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Voya Financial, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 21, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ Ernst & Young LLP

San Antonio, Texas

February 21, 2025


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Item 9B. Other Information

During the three months ended December 31, 2024, none of the Company's directors and officers (as defined in Rule 16a-1(f)) adopted or terminated any trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 contained an immaterial clerical error with regard to the number of shares covered by Trevor Ogle’s Rule 10b5-1 trading plan which was adopted on September 16, 2024, under which trading continues through November 6, 2025. The trading plan provides for the sale of up to 19,714 shares of common stock pursuant to the terms of the plan.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The information required by this Item is omitted pursuant to General Instruction G to Form 10-K. Such information is incorporated by reference from the definitive Proxy Statement relating to the Company's 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information as of December 31, 2024, regarding securities authorized for issuance under our equity compensation plans. All outstanding awards relate to our Common Stock. For additional information about our equity compensation plans, see the Share-based Incentive Compensation Plans Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.


(shares in millions)	2024 Omnibus Plan(2)		2019 Omnibus Plan(2)
Authorized for issuance	7.2		7.7
Issued and reserved for issuance of outstanding:
RSUs	—	*	4.4

PSU awards (1)	—		3.3

Shares available for issuance	7.2		—

*less than 0.1

(1) PSUs awarded under the Omnibus Plans entitle recipients to receive, upon vesting, a number of shares of common stock that ranges from 0% to 150% of the number of PSUs awarded, depending on the level of achievement of the specified performance conditions.

(2 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. If an award under the Omnibus Plans is forfeited, expired, terminated or otherwise lapses, the shares of Company common stock underlying that award will become available for issuance. Shares withheld by the Company to pay employee taxes for tax liabilities arising from awards other than stock options after December 31, 2023 are also available for reissuance. Shares which are withheld by or tendered to the Company to pay the exercise price of stock options (or are repurchased from an option holder by the Company with proceeds from the exercise of stock options) are not available for reissuance.

The information required by this Item is omitted pursuant to General Instruction G to Form 10-K. Such information is incorporated by reference to the definitive Proxy Statement relating to the Company's 2025 Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence


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Item 14. Principal Accounting Fees and Services


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Part IV

Item 15. Exhibits, Financial Statement Schedules

a. Documents filed as part of this report

1. Financial Statements (See Item 8. Financial Statements and Supplementary Data)

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

2. Schedule I - Summary of Investments Other than Investments in Affiliates

Schedule II - Condensed Financial Information of Parent

Schedule III - Supplementary Insurance Information

Schedule IV - Reinsurance

Schedule V - Valuation and Qualifying Accounts

All other provisions for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

3. Exhibits


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Voya Financial, Inc.


Exhibit Index


Exhibit No.						Description of Exhibit
2.1						Combination Agreement by and among Voya Financial, Inc., Voya Investment Management LLC, Allianz SE, Allianz Global Investors U.S. LLC, and VIM Holdings LLC, dated as of June 13, 2022 (incorporated by reference to exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on August 4, 2022)
2.2						Amended and Restated Agreement and Plan of Merger entered into by and among Benefitfocus, Inc., Voya Financial, Inc. and Origami Squirrel Acquisition Corp dated as of December 19, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-35897) filed on December 19, 2022)
3.1						Amended and Restated Certificate of Incorporation of Voya Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3 (File No. 333-196883) filed on June 18, 2014)
3.2						Amended and Restated By-Laws of Voya Financial, Inc. effective October 27, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35897) filed on October 27, 2022)
3.3						Certificate of Designations with respect to the Series A Preferred Stock of the Company, dated September 12, 2018 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-35897 filed on September 12, 2018)
3.4						Certificate of Designations with respect to the Series B Preferred Stock of the Company, dated June 17, 2019 (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form 8-A (File No. 001-35897) filed June 17, 2019)
4.01						Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013)
4.02						Indenture, dated as of July 13, 2012, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
4.03						Third Supplemental Indenture, dated as of July 26, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K (File No. 001-35897) filed on July 26, 2013)
4.04						Fourth Supplemental Indenture, dated as of March 17, 2015, among Voya Financial, Inc., Voya Holdings Inc., and U.S. Bank National Association (the predecessor to U.S. Bank Trust Company, National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897 filed on May 4, 2023)
4.05						Fifth Supplemental Indenture, dated as of June 13, 2016, among Voya Financial, Inc., Voya Holdings Inc. and U.S. Bank 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 June 14, 2016)
4.06						Sixth Supplemental Indenture, dated as of June 13, 2016, among Voya Financial, Inc., Voya Holdings Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-35897) filed on June 14, 2016)
4.07						Eighth Supplemental Indenture, 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 )
4.08						Junior Subordinated Indenture, dated as of May 16, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on May 23, 2013)
4.09						Second Supplemental Indenture, dated as of January 23, 2018, among Voya Financial, Inc., Voya Holdings Inc. and U.S. Bank 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 January 23, 2018)
4.10						Description of Securities of the Registrant (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K (File No. 001-35897) filed on February 21, 2020)


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Exhibit No.						Description of Exhibit
10.01						Indenture, dated as of August 1, 1993, between Aetna Life and Casualty Company and State Street Bank and Trust Company of Connecticut, National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.02						First Indenture Supplement, dated as of August 1, 1996 between Aetna Services, Inc. (F/K/A Aetna Life and Casualty Company) and State Street Bank and Trust Company of Connecticut, National Association, as trustee (incorporated by reference to Exhibit 10.5 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.03						Second Indenture Supplement, dated as of October 30, 2000, among Aetna Services, Inc. (F/K/A Aetna Life and Casualty Company), Aetna Inc. and State Street Bank and Trust Company of Connecticut, National Association, as trustee (incorporated by reference to Exhibit 10.6 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.04						Third Indenture Supplement, dated as of December 13, 2000, among Aetna, Inc., ING Groep N.V. and State Street Bank and Trust Company of Connecticut, National Association, as trustee (incorporated by reference to Exhibit 10.7 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.05						Indenture, dated as of July 1, 1996, among Aetna Life and Casualty Company, Aetna, Inc. and State Street Bank and Trust Company of Connecticut, National Association, as trustee (incorporated by reference to Exhibit 10.8 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.06						First Indenture Supplement dated as of October 30, 2000 among Aetna Services, Inc. (F/K/A Aetna Life and Casualty Company), Aetna Inc. and State Street Bank and Trust Company of Connecticut, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.07						Second Indenture Supplement dated as of December 13, 2000, between Lion Connecticut Holdings, Inc. (as successor to Aetna, Inc., Aetna Services, Inc. and Aetna Life and Casualty Company) and State Street Bank and Trust Company of Connecticut, National Association, as trustee (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333- 184847) filed on January 23, 2013)
10.08						Fourth Amended and Restated Revolving Credit Agreement dated as of May 1, 2023, among Voya Financial, Inc., Bank of America, N.A. and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on May 4, 2023)
10.09						Account Control Agreement, dated as of February 8, 2018, by and between Voya Retirement Insurance and Annuity Company, Federal Home Loan Bank of Boston, and The Bank of New York Mellon (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2018 (File No. 001-35897) filed on May 2, 2018)
10.10						Advances, Collateral Pledge and Security Agreement, dated as of February 8, 2018, by and between Voya Retirement Insurance and Annuity Company and the Federal Home Loan Bank of Boston (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2018 (File No. 001-35897) filed on May 2, 2018)
10.11						Coinsurance Agreement, dated as of October 1, 1998, between Aetna Life Insurance and Annuity Company and The Lincoln National Life Insurance Company (incorporated by reference to Exhibit 10.24 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.12						Modified Coinsurance Agreement, dated as of October 1, 1998, between Aetna Life Insurance and Annuity Company and The Lincoln National Life Insurance Company (incorporated by reference to Exhibit 10.25 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.13						Coinsurance Agreement, dated as of October 1, 1998, between Aetna Life Insurance and Annuity Company and Lincoln Life & Annuity Company of New York (incorporated by reference to Exhibit 10.26 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)


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Exhibit No.						Description of Exhibit
10.14						Amendment No. 1 to Coinsurance Agreement, effective March 1, 2007 between ING Life Insurance and Annuity Company (F/K/A Aetna Life Insurance and Annuity Company) and Lincoln Life & Annuity Company of New York (incorporated by reference to Exhibit 10.27 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.15						Modified Coinsurance Agreement, dated as of October 1, 1998, between Aetna Life Insurance and Annuity Company and Lincoln Life & Annuity Company of New York (incorporated by reference to Exhibit 10.28 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.16						Tax Sharing Agreement by and between ING America Insurance Holdings, Inc. and various subsidiaries with respect to federal taxes (incorporated by reference to Exhibit 10.30 to the Company’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-184847) filed on March 19, 2013)
10.17						Tax Sharing Agreement by and between ING America Insurance Holdings, Inc. and various subsidiaries with respect to state taxes (incorporated by reference to Exhibit 10.31 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-184847) filed on January 23, 2013)
10.18						Equity Administration Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35897) filed on May 7, 2013)
10.19						Master Claim Agreement, dated April 17, 2012, between ING Groep N.V., ING America Insurance Holdings, Inc. and ING Insurance Eurasia N.V. (incorporated by reference to Exhibit 10.35 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333- 184847) filed on January 23, 2013)
10.20						Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.37 to the Company’s Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-184847) filed on April 5, 2013)
10.21+						Amended and Restated Voya Retirement Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.45 to the Company's Annual Report on Form 10-K (File No. 001-35897) filed on February 22, 2019)
10.22+						Voya Deferred Compensation Savings Plan, Amended and Restated Effective as of January 1, 2020 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No. 001-35897) filed on February 21, 2020)
10.23+*						Form of Voya Financial, Inc. Severance Plan for Senior Managers
10.24+						Voya Financial, Inc. Amended and Restated 2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on August 7, 2014)
10.25+						Form of Award Agreement under the Voya Financial, Inc. Amended and Restated 2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K (File No. 001-35897) filed on February 21, 2020)
10.26+						Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on August 9, 2019)
10.27**						Master Agreement for Outsourced Services between Voya Services Company and Cognizant Worldwide Limited dated as of July 31, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on November 1, 2017)
10.28						Amended and Restated Limited Liability Company Agreement of VIM Holdings LLC dated as of July 25, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed August 4, 2022)
10.29+						Offer Letter to Heather Lavallee, dated December 21, 2022 (incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K (File No. 001-35897) filed on February 24, 2023)
10.30+						Amended and Restated Employment Agreement of Rodney O. Martin, Jr. dated as of July 6, 2022 (incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K (File No. 001-35897) filed on February 24, 2023)
10.31+						Form of Executive Chairman 2023 Award Agreement under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on May 4, 2023)
10.32+						Form of Executive Officer 2023 Award Agreement under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on May 4, 2023)


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Exhibit No.						Description of Exhibit
10.33+						Form of 2024 Executive Officer Award Agreement pursuant to the Voya Financial 2019 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on May 6, 2024)
10.34+						Form of 2024 Award Agreement pursuant to the Voya Financial 2019 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on May 6, 2024)
10.35+						Form of 2024 Chairman Award Agreement pursuant to the Voya Financial 2019 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35897) filed on May 6, 2024)
10.36+						Voya Financial, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (file No. 001-35897) filed on August 1, 2024)
10.37+*						Strategic Advisor Agreement between Voya Financial, Inc. and Donald Templin, dated February 20, 2025
19.1*						Voya Financial Personal Trading Policy
21.1*						List of Subsidiaries of Voya Financial, Inc.
23.1*						Consent of Ernst & Young LLP
24.1						Power of Attorney (included on signature pages)
31.1*						Rule 13a-14(a)/15d-14(a) Certification of Heather H. Lavallee, Chief Executive Officer
31.2*						Rule 13a-14(a)/15d-14(a) Certification of Michael R. Katz, Chief Financial Officer
32.1*						Section 1350 Certification of Heather H. Lavallee, Chief Executive Officer
32.2*						Section 1350 Certification of Michael R. Katz, Chief Financial Officer
97*						Voya Financial Compensation Recoupment Policy
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*						XBRL Taxonomy Extension Schema
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase
101.DEF*						XBRL Taxonomy Extension Definition Linkbase
101.LAB*						XBRL Taxonomy Extension Label Linkbase
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

+ This exhibit is a management contract or compensatory plan or arrangement

** Confidential portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment


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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.

February 21, 2025

Voya Financial, Inc.

(Date)

(Registrant)

By:

/s/

Michael R. Katz

Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)


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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature below constitutes and appoints Heather H. Lavallee, Michael R. Katz, and My Chi To as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K, and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


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Table of Contents

Signatures

Title

Date

By:

/s/

Heather H. Lavallee

Director and Chief Executive Officer

(Principal Executive Officer)

February 21, 2025

Heather H. Lavallee

By:

/s/

Lynne Biggar

Director

February 21, 2025

Lynne Biggar

By:

/s/

Stephen Bowman

Director

February 21, 2025

Stephen Bowman

By:

/s/

Yvette Butler

Director

February 21, 2025

Yvette Butler

By:

/s/

Jane P. Chwick

Director

February 21, 2025

Jane P. Chwick

By:

/s/

Kathleen DeRose

Director

February 21, 2025

Kathleen DeRose

By:

/s/

Hikmet Ersek

Director

February 21, 2025

Hikmet Ersek

By:

/s/

Ruth Ann M. Gillis

Director

February 21, 2025

Ruth Ann M. Gillis

By:

/s/

Robert Leary

Director

February 21, 2025

Robert Leary

By:

/s/

Aylwin Lewis

Director

February 21, 2025

Aylwin Lewis

By:

/s/

William Mullaney

Director

February 21, 2025

William Mullaney

By:

/s/

Joseph V. Tripodi

Director

February 21, 2025

Joseph V. Tripodi

By:

/s/

Michael R. Katz

Chief Financial Officer

(Principal Financial Officer)

February 21, 2025

Michael R. Katz

By:

/s/

Tony D. Oh

Chief Accounting Officer and Corporate Controller

(Principal Accounting Officer)

February 21, 2025

Tony D. Oh


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