ThZeal - The Zeal

vriac-20250331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————————————————

FORM 10-Q


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

For the quarterly period ended March 31, 2025


☐			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: 033-23376

VOYA RETIREMENT INSURANCE & ANNUITY CO

(Exact name of registrant as specified in its charter)


Connecticut						71-0294708
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

One Orange Way

Windsor,

Connecticut

06095-4774

(860) 580-4646

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

None

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.			☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 9, 2025, 55,000 shares of Common Stock, $50 par value were outstanding, all of which were directly owned by Voya Holdings Inc.

NOTE: WHEREAS VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q, THIS FORM IS BEING FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Form 10-Q for the period ended March 31, 2025

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Changes in Shareholder's Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements:	10
	1. Business, Basis of Presentation and Significant Accounting Policies	10
	2. Investments	12
	3. Derivative Financial Instruments	22
	4. Fair Value Measurements	26
	5. Deferred Policy Acquisition Costs and Value of Business Acquired	34
	6. Reserves for Contract Owner Account Balances	35
	7. Reinsurance	36
	8. Separate Accounts	38
	9. Accumulated Other Comprehensive Income (Loss)	39
	10. Revenue from Contracts with Customers	40
	11. Income Taxes	40
	12. Financing Agreements	41
	13. Commitments and Contingencies	42
	14. Related Party Transactions	43

Item 2.	Management's Narrative Analysis of the Results of Operations and Financial Condition	44

Item 4.	Controls and Procedures	48

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49



Item 6.	Exhibits	49

Exhibit Index		50

Signature		51


			2

Table of Contents

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Risk Factors" and "Management’s Narrative Analysis of the Results of Operations and Financial Condition" contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) global market risks, including general economic conditions, interest rates, inflation, tariffs imposed or threatened by the U.S. or foreign governments and our ability to manage such risks; (ii) liquidity and credit risks, including financial strength or credit ratings downgrades, requirements to post collateral, and availability of funds through lending programs; (iii) strategic and business risks, including our ability to maintain market share or otherwise manage our third party relationships; (iv) investment risks, including the ability to achieve desired returns or liquidate certain assets; (v) operational risks, including cybersecurity and privacy failures and our dependence on third parties; and (vi) tax, regulatory and legal risks, including limits on our ability to use deferred tax assets, changes in law, regulation or accounting standards, and our ability to comply with regulations. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under "Risk Factors" and "Management’s Narrative Analysis of the Results of Operations and Financial Condition" in the Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q.

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


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Table of Contents

PART I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Condensed Consolidated Balance Sheets

March 31, 2025 (Unaudited) and December 31, 2024

(In millions, except share and per share data)


	March 31, 2025		December 31, 2024
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $21,465 and $19,743 as of 2025 and 2024, respectively; net of allowance for credit losses of $11 and $30 as of 2025 and 2024, respectively)	$	19,819	$	17,848
Fixed maturities, at fair value using the fair value option	1,218		1,197


Equity securities, at fair value	73		66
Short-term investments	72		20
Mortgage loans on real estate (net of allowance for credit losses of $24 and $19 as of 2025 and 2024, respectively)	4,521		3,613



Policy loans	160		163
Limited partnerships/corporations	1,246		1,227
Derivatives	196		239
Securities pledged (amortized cost of $947 and $1,223 as of 2025 and 2024, respectively)	857		1,089
Other investments	99		94
Total investments	28,261		25,556
Cash and cash equivalents	194		516
Short-term investments under securities loan agreements, including collateral delivered	821		839
Accrued investment income	309		276


Premium receivable and reinsurance recoverable (net of allowance for credit losses of $0 as of 2025 and 2024)	2,529		2,560


Deferred policy acquisition costs ("DAC") and Value of business acquired ("VOBA")	1,286		907



Deferred income taxes	600		662


Other assets (net of allowance for credit losses of $0 as of 2025 and 2024)	2,849		1,396
Assets held in separate accounts	96,065		98,579
Total assets	$	132,914	$	131,291


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

			4

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Condensed Consolidated Balance Sheets

March 31, 2025 (Unaudited) and December 31, 2024

(In millions, except share and per share data)


	March 31, 2025		December 31, 2024
Liabilities:
Future policy benefits and contract owner account balances	$	32,917	$	29,268

Payables under securities loan and repurchase agreements, including collateral held	925		897



Due to affiliates	97		100
Derivatives	232		268


Other liabilities	694		639
Liabilities related to separate accounts	96,065		98,579
Total liabilities	$	130,930	$	129,751

Commitments and Contingencies (Note 13)

Shareholder's equity:
Common stock ($50 par value per share, 100,000 shares authorized, 55,000 issued and outstanding as of 2025 and 2024)	3		3
Additional paid-in capital	2,929		2,754
Accumulated other comprehensive income (loss)	(1,441)		(1,644)
Retained earnings (deficit)	493		427
Total shareholder's equity	1,984		1,540
Total liabilities and shareholder's equity	$	132,914	$	131,291


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

			5

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)

(In millions)


	Three Months Ended March 31,
	2025		2024

Revenues:
Net investment income	$	413	$	376
Fee income	316		272
Premiums	(1)		—






Net gains (losses)	(19)		15
Other revenue	20		11
Total revenues	729		674
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	207		182
Operating expenses	323		304

Net amortization of DAC and VOBA	25		18
Interest expense	1		—

Total benefits and expenses	556		504
Income before income taxes	173		170
Income tax expense (benefit)	23		10
Net income	$	150	$	160


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

			6

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Condensed Consolidated Statements of Comprehensive Income

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)

(In millions)


	Three Months Ended March 31,
	2025		2024
Net income	$	150	$	160
Other comprehensive income (loss), before tax:
Change in current discount rate	4		9
Unrealized gains (losses) on investments	253		(97)


Other comprehensive income (loss), before tax	257		(88)
Income tax expense (benefit) related to items of other comprehensive income (loss)	54		(18)
Other comprehensive income (loss), after tax	203		(70)
Comprehensive income	$	353	$	90


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

			7

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Condensed Consolidated Statements of Changes in Shareholder’s Equity

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)

(In millions)


	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)		Total Shareholder's Equity
Balance at January 1, 2025	$	3	$	2,754	$	(1,644)	$	427	$	1,540






Comprehensive income:
Net income	—		—		—		150		150
Other comprehensive income, after tax	—		—		203		—		203
Total comprehensive income									353
Impact of pushdown accounting related to business acquisition	—		175		—		—		175
Dividends paid and distributions of capital	—		—		—		(84)		(84)



Balance as of March 31, 2025	$	3	$	2,929	$	(1,441)	$	493	$	1,984


Balance as of January 1, 2024	$	3	$	2,770	$	(1,531)	$	298	$	1,540






Comprehensive income:
Net income	—		—		—		160		160
Other comprehensive (loss), after tax	—		—		(70)		—		(70)
Total comprehensive income									90
Dividends paid and distributions of capital	—		—		—		(163)		(163)



Balance as of March 31, 2024	$	3	$	2,770	$	(1,601)	$	295	$	1,467


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

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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)

(In millions)


	Three Months Ended March 31,
	2025		2024
Cash Flows from Operating Activities:
Net cash provided by operating activities	$	332	$	230
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	1,925		905

Mortgage loans on real estate	104		152
Limited partnerships/corporations	15		9
Acquisition of:
Fixed maturities	(1,897)		(344)
Equity securities	(6)		—
Mortgage loans on real estate	(220)		(82)
Limited partnerships/corporations	(36)		(64)
Short-term investments, net	1		56
Derivatives, net	(39)		29
Short-term loan to affiliate, net	(463)		(105)
Collateral received (delivered), net	46		75
Receipts on deposit asset contracts	30		65
Cash and cash equivalents acquired from business acquisition	274		—
Other, net	(2)		(6)
Net cash provided by (used in) investing activities	(268)		690
Cash Flows from Financing Activities:
Deposits received for investment contracts	930		498
Maturities and withdrawals from investment contracts	(1,235)		(1,131)
Dividends paid and distributions of capital	(84)		(163)

Other, net	3		6
Net cash provided by (used in) financing activities	(386)		(790)
Net increase (decrease) in cash and cash equivalents	(322)		130
Cash and cash equivalents, beginning of period	516		186
Cash and cash equivalents, end of period	$	194	$	316



Supplemental cash flow information
Equity impact of pushdown accounting related to business acquisition	$	175	$	—


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

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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

1. Business, Basis of Presentation and Significant Accounting Policies

Business

Voya Retirement Insurance and Annuity Company ("VRIAC") is a stock life insurance company domiciled in the State of Connecticut. VRIAC, together with its wholly owned subsidiaries (collectively, the "Company"), provide financial products and services in the United States. VRIAC is authorized to conduct its insurance business in all states and in the District of Columbia, Guam, Puerto Rico and the Virgin Islands.

VRIAC is a direct, wholly owned subsidiary of Voya Holdings, Inc. ("Parent"), which is a direct, wholly owned subsidiary of Voya Financial, Inc. ("Voya Financial").

The Company derives its revenue mainly from (a) Investment income earned on investments, (b) Fee income generated from separate account assets supporting variable options under variable annuity contract investments, as designated by contract owners, (c) Premiums, (d) Net gains (losses) on investments and changes in fair value of embedded derivatives on product guarantees, and (e) Other revenue which includes certain other fees. The Company's benefits and expenses primarily consist of (a) Interest credited and other benefits to contract owners/policyholders, (b) Operating expenses, which include expenses related to the selling and servicing of the various products offered by the Company and other general business expenses, and (c) Amortization of DAC and VOBA.

The Company offers annuity contracts that include a variety of funding and payout options for employer-sponsored retirement plans as well as some individual plans qualified under Internal Revenue Code Sections 401, 403, 408, 457 and 501, as well as non-qualified deferred compensation plans and related services. The Company's products are offered primarily to small and mid-sized corporations, public and private school systems, higher education institutions, hospitals and healthcare facilities, religious and other not-for-profit organizations, state and local governments and individuals. The Company also provides stable value investment options, including separate account guaranteed investment contracts ("GICs") and synthetic GICs, to institutional clients. The Company's products are generally distributed through third-party brokers and advisors, third-party administrators, pension consultants including national aggregators, and representatives associated with Voya Financial's owned broker-dealer and investment advisor, Voya Financial Advisors, Inc. ("VFA").

Products offered by the Company include deferred and immediate (i.e., payout) annuity contracts. The Company's products also include programs offered to qualified plans and non-qualified deferred compensation plans that package administrative and record-keeping services, proprietary and non proprietary fixed and variable investment options, participant communications and education programs, and a broad suite of financial wellness and retirement income solutions including retirement and financial planning guidance and advisory products, tools and services. In addition, the Company offers wrapper agreements entered into with retirement plans, which contain certain benefit responsive guarantees (i.e., guarantees of principal and previously accrued interest for benefits paid under the terms of the plan) with respect to portfolios of plan-owned assets not invested with the Company. Stable value products are also provided to institutional plan sponsors where the Company may or may not be providing other employer sponsored products and services.

The Company has one operating segment. The Director and President of the Company is the chief operating decision maker ("CODM"). The CODM assesses performance and makes resource allocation decisions based upon Net income (loss) presented in the Condensed Consolidated Statements of Operations. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as Total assets. Significant expenses regularly provided to the CODM are consistent with those presented in the Condensed Consolidated Statements of Operations.

On January 2, 2025, the Company's ultimate parent, Voya Financial ("Voya"), acquired the full-service retirement plan business of OneAmerica Financial. This acquisition was accomplished through the purchase of legal entities and an indemnity reinsurance agreement through which the Company will administer group annuity contracts on behalf of American United Life Insurance Company, an affiliate of OneAmerica Financial. As a result of the application of pushdown accounting associated with the acquisition, the Company recognized Additional paid-in capital of $175 in the first quarter.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are unaudited. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the Condensed Consolidated Financial Statements.

The Condensed Consolidated Financial Statements include the accounts of VRIAC and its wholly owned subsidiaries, Voya Financial Partners ("VFP"), Voya Institutional Plan Services, LLC ("VIPS"), and Voya Retirement Advisors, LLC ("VRA"). Intercompany transactions and balances have been eliminated.

The accompanying Condensed Consolidated Financial Statements are unaudited and reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance. These

unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial

Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Future Adoption of Accounting Pronouncements

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires:

•A tabular rate reconciliation of (1) reported income tax expense/benefit from continuing operations, to (2) the product of the income/loss from continuing operations before income taxes and the statutory federal income tax rate, using specific categories, as well as disclosure of certain reconciling items based on a 5% threshold.

•Year-to-date net income taxes paid, disaggregated by federal, state, and foreign, as well as disaggregated information on net income taxes paid to an individual jurisdiction based on a 5% threshold.

The amendments are effective for annual periods beginning after December 15, 2024 and should be applied prospectively, with retrospective application permitted. Early adoption is also permitted. The Company is in the process of finalizing the disclosures that will be required by the adoption of the provisions of ASU 2023-09, and will adopt these amendments for annual disclosures in the Annual Report on Form 10-K for the year ending December 31, 2025.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires the following disclosures:

•Disclose the amounts of (a) employee compensation; (b) depreciation; and (c) intangible asset amortization included in each relevant expense caption;

•Include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements;

•Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and

•Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and should be applied either prospectively or retrospectively. The Company is in the process of determining the disclosures that may be required by the adoption of the provisions of ASU 2024-03.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

2. Investments

Fixed Maturities

Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of March 31, 2025:


	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Allowance for credit losses		Fair Value
Fixed maturities:
U.S. Treasuries	$	378	$	—	$	38	$	—	$	—	$	340
U.S. Government agencies and authorities	29		—		1		—		—		28
State, municipalities and political subdivisions	445		—		71		—		—		374
U.S. corporate public securities	6,469		56		841		—		—		5,684
U.S. corporate private securities	4,406		42		225		—		1		4,222
Foreign corporate public securities and foreign governments(1)	2,209		20		213		—		1		2,015
Foreign corporate private securities(1)	2,334		22		99		—		8		2,249
Residential mortgage-backed securities	2,876		23		107		—		—		2,792
Commercial mortgage-backed securities	2,449		3		290		—		—		2,162
Other asset-backed securities	2,035		18		24		—		1		2,028
Total fixed maturities, including securities pledged	23,630		184		1,909		—		11		21,894
Less: Securities pledged	947		—		90		—		—		857
Total fixed maturities(3)	$	22,683	$	184	$	1,819	$	—	$	11	$	21,037

(1) Primarily U.S. dollar denominated.

(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Net gains (losses) in the Condensed Consolidated Statements of Operations.

(3) Includes fixed maturities of approximately $1.4 billion acquired in the first quarter of 2025, as a result of the reinsured business included in the Voya acquisition of OneAmerica Financial's full-service retirement plan business.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Available-for-sale and FVO fixed maturities were as follows as of December 31, 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	$	428	$	—	$	50	$	—	$	—	$	378
U.S. Government agencies and authorities	29		—		2		—		—		27
State, municipalities and political subdivisions	491		—		82		—		—		409
U.S. corporate public securities	6,095		50		896		—		—		5,249
U.S. corporate private securities	4,035		31		264		—		3		3,799
Foreign corporate public securities and foreign governments(1)	2,087		17		235		—		1		1,868
Foreign corporate private securities(1)	2,160		15		138		—		8		2,029
Residential mortgage-backed securities	2,638		19		128		(4)		—		2,525
Commercial mortgage-backed securities	2,459		2		333		—		17		2,111
Other asset-backed securities	1,741		24		25		—		1		1,739
Total fixed maturities, including securities pledged	22,163		158		2,153		(4)		30		20,134
Less: Securities pledged	1,223		—		134		—		—		1,089
Total fixed maturities	$	20,940	$	158	$	2,019	$	(4)	$	30	$	19,045

(1) Primarily U.S. dollar denominated.

The amortized cost and fair value of fixed maturities, including securities pledged, as of March 31, 2025, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.


	Amortized Cost		Fair Value
Due to mature:
One year or less	$	516	$	512
After one year through five years	3,442		3,368
After five years through ten years	2,904		2,795
After ten years	9,408		8,237
Mortgage-backed securities	5,325		4,954
Other asset-backed securities	2,035		2,028
Fixed maturities, including securities pledged	$	23,630	$	21,894

As of March 31, 2025 and December 31, 2024, the Company did not have any investments in a single issuer, other than obligations of the U.S. Government and government agencies, with a carrying value in excess of 10% of the Company's Total shareholder's equity.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Repurchase Agreements and Securities Pledged

The Company engages in securities lending whereby the initial collateral is required at a rate of at least 102% of the market value of the loaned securities. The lending agent retains the collateral and invests it in high quality liquid assets on behalf of the Company. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. The lending agent indemnifies the Company against losses resulting from the failure of a counterparty to return securities pledged where collateral is insufficient to cover the loss.

In the normal course of business, the Company receives cash collateral and non-cash collateral in the form of securities. If cash is received as collateral, the lending agent retains the cash collateral and invests it in short-term liquid assets on behalf of the Company. Securities retained as collateral by the lending agent may not be sold or re-pledged, except in the event of default, and are not reflected on the Company’s Condensed Consolidated Balance Sheets. This collateral generally consists of U.S. Treasury, U.S. Government agency securities and MBS pools.

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


	March 31, 2025		December 31, 2024
Securities pledged/obligations under repurchase agreements(1)	$	150	$	85
Securities loaned to lending agent(2)	579		871
Securities pledged as collateral(2)(3)	128		133
Total	$	857	$	1,089

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

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

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

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


	March 31, 2025		December 31, 2024
U.S. Treasuries	$	13	$	7

U.S. corporate public securities	322		461
Short-term Investments	13		216
Foreign corporate public securities and foreign governments	251		217

Total(1)	$	599	$	901

(1) As of March 31, 2025 and December 31, 2024, liabilities to return cash collateral were $594 and $581, respectively, and included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.

The Company's securities lending activities are conducted on an overnight basis, and all securities loaned can be recalled at any time. The Company does not offset assets and liabilities associated with its securities lending program.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Allowance for credit losses

The following tables present a rollforward of the allowance for credit losses on available-for-sale fixed maturity securities for the period presented:


	Three Months Ended March 31, 2025
	U.S. corporate private securities		Commercial mortgage-backed securities		Foreign corporate public securities and foreign governments		Foreign corporate private securities		Other asset-backed securities		Total
Balance as of January 1	$	3	$	17	$	1	$	8	$	1	$	30
Credit losses on securities for which credit losses were not previously recorded	1		—		—		—				1

Reductions for securities sold during the period	(3)		(17)		—		—		—		(20)




Balance as of March 31	$	1	$	—	$	1	$	8	$	1	$	11


			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	$	1	$	1	$	14
Credit losses on securities for which credit losses were not previously recorded	3			8		—		7				18

Reductions for securities sold during the period	—			—		(2)		—		—		(2)




Balance as of December 31	$	3		$	17	$	1	$	8	$	1	$	30

For additional information about the Company’s methodology and significant inputs used in determining whether a credit loss exists, see the Business, Basis of Presentation and Significant Accounting Policies Note to the Consolidated Financial Statements in Part II, Item 8. of the Annual Report on Form 10-K.


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Unrealized Capital Losses

The following tables present available-for-sale fixed maturities, including securities pledged, for which an allowance for credit losses has not been recorded by investment category and duration as of the dates indicated:


		As of March 31, 2025
	Twelve Months or Less Below Amortized Cost					More Than Twelve Months Below Amortized Cost			Total
		Fair Value		Unrealized Capital Losses			Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses
U.S. Treasuries		$	208	$	9		$	132	$	29	$	340	$	38
U.S. Government, agencies and authorities		—		—			15		1		15		1
State, municipalities and political subdivisions		2		—			369		71		371		71
U.S. corporate public securities		746		33			3,677		808		4,423		841
U.S. corporate private securities		296		4			2,345		221		2,641		225
Foreign corporate public securities and foreign governments		430		10			1,063		203		1,493		213
Foreign corporate private securities		434		4			1,202		95		1,636		99
Residential mortgage-backed		228		4			716		103		944		107
Commercial mortgage-backed		65		—			1,823		290		1,888		290
Other asset-backed		399		3			195		21		594		24
Total		$	2,808	$	67		$	11,537	$	1,842	$	14,345	$	1,909


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	As of December 31, 2024
	Twelve Months or Less Below Amortized Cost				More Than Twelve Months Below Amortized Cost	Total
	Fair Value		Unrealized Capital Losses			Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses
U.S. Treasuries	$	229	$	16		$	127	$	34	$	356	$	50
U.S. Government, agencies and authorities	13		—			14		2		27		2
State, municipalities and political subdivisions	4		—			403		82		407		82
U.S. corporate public securities	615		28			3,626		868		4,241		896
U.S. corporate private securities	405		10			2,260		254		2,665		264
Foreign corporate public securities and foreign governments	355		14			1,051		221		1,406		235
Foreign corporate private securities	429		11			1,205		127		1,634		138
Residential mortgage-backed	253		6			704		122		957		128
Commercial mortgage-backed	18		—			1,888		333		1,906		333
Other asset-backed	29		1			197		24		226		25
Total	$	2,350	$	86		$	11,475	$	2,067	$	13,825	$	2,153

As of March 31, 2025, the average duration of the Company's fixed maturities portfolio, including securities pledged, is between 6 and 6.5 years.

As of March 31, 2025 and December 31, 2024, the Company concluded that an allowance for credit losses was not warranted for the securities above because the unrealized losses are interest rate related. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

Evaluating Securities for Impairments

The Company performs a regular evaluation, on a security-by-security basis, of its available-for-sale securities holdings, including fixed maturity securities, in accordance with its impairment policy in order to evaluate whether such investments are impaired.

Intent impairments were $15 for the three months ended March 31, 2025. There were no intent impairments for the three months ended March 31, 2024.

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities. In certain situations, new factors, including changes in the business environment, can change the Company’s previous intent to continue holding a security. Accordingly, these factors may lead the Company to record additional intent related capital losses.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Debt Modifications

The Company evaluates all debt modifications to determine whether a modification results in a new loan or a continuation of an existing loan. Disclosures are required for loan modifications with borrowers experiencing financial difficulty. For the three months ended March 31, 2025 and 2024, the Company had no material debt modifications that require such disclosure.

Mortgage Loans on Real Estate

The Company diversifies its commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. The Company manages risk when originating commercial mortgage loans by generally lending only up to 75% of the estimated fair value of the underlying real estate. Subsequently, the Company continuously evaluates mortgage loans based on relevant current information including a review of loan-specific performance, property characteristics and market trends. Loan performance is monitored on a loan specific basis through the review of submitted appraisals, operating statements, rent revenues and annual inspection reports, among other items. This review ensures properties are performing at a consistent and acceptable level to secure the debt. The components to evaluate debt service coverage are received and reviewed at least annually to determine the level of risk.

Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans. These ratios are utilized as part of the review process described above.

The following tables present commercial mortgage loans by year of origination and LTV ratio as of the dates indicated. The information is updated as of March 31, 2025 and December 31, 2024, respectively.


	As of March 31, 2025
	Loan-to-Value Ratios
Year of Origination	0% - 50%		>50% - 60%		>60% - 70%		>70% - 80%		>80% and above		Total
2025	$	71	$	127	$	20	$	—	$	—	$	218
2024	108		126		11		—		—		245
2023	76		142		29		—		—		247
2022	234		255		96		—		—		585
2021	206		181		82		—		—		469
Prior	2,561		203		—		—		17		2,781
Total(1)	$	3,256	$	1,034	$	238	$	—	$	17	$	4,545

(1) Includes mortgage loans of approximately $0.8 billion acquired in the first quarter of 2025, as a result of the reinsured business included in the Voya acquisition of OneAmerica Financial's full-service retirement plan business.


	As of December 31, 2024
	Loan-to-Value Ratios
Year of Origination	0% - 50%		>50% - 60%		>60% - 70%		>70% - 80%		>80% and above		Total
2024	$	111	$	107	$	11	$	—	$	—	$	229
2023	76		151		29		—		—		256
2022	201		240		94		—		—		535
2021	189		148		93		—		—		430
2020	149		63		—		—		—		212
Prior	1,827		126		1		—		16		1,970
Total	$	2,553	$	835	$	228	$	—	$	16	$	3,632


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables present commercial mortgage loans by year of origination and DSC ratio as of the dates indicated. The information is updated as of March 31, 2025 and December 31, 2024, respectively.


	As of March 31, 2025
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Total(1)
2025	$	95	$	67	$	56	$	—	$	218
2024	156		73		16		—		245
2023	81		117		36		13		247
2022	304		88		67		126		585
2021	245		23		88		113		469
Prior	2,070		283		338		90		2,781
Total	$	2,951	$	651	$	601	$	342	$	4,545

(1) No commercial mortgage loans were secured by land or construction loans


	As of December 31, 2024
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Total(1)
2024	$	132	$	71	$	24	$	2	$	229
2023	93		118		36		9		256
2022	254		88		63		130		535
2021	203		10		88		129		430
2020	170		17		20		5		212
Prior	1,461		164		276		69		1,970
Total	$	2,313	$	468	$	507	$	344	$	3,632

(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 March 31, 2025 and December 31, 2024, respectively.


	As of March 31, 2025
	U.S. Region
Year of Origination	Pacific		South Atlantic		Middle Atlantic		West South Central		Mountain		East North Central		New England		West North Central		East South Central		Total
2025	$	14	$	27	$	95	$	3	$	3	$	51	$	2	$	10	$	13	$	218
2024	50		60		39		51		17		11		7		2		8		245
2023	25		67		15		74		16		26		2		20		2		247
2022	127		106		51		84		96		94		1		7		19		585
2021	83		46		96		88		97		38		11		10		—		469
Prior	615		688		568		215		184		244		50		143		74		2,781
Total	$	914	$	994	$	864	$	515	$	413	$	464	$	73	$	192	$	116	$	4,545


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	As of December 31, 2024
	U.S. Region
Year of Origination	Pacific		South Atlantic		Middle Atlantic		West South Central		Mountain		East North Central		New England		West North Central		East South Central		Total
2024	$	50	$	60	$	31	$	51	$	17	$	3	$	7	$	2	$	8	$	229
2023	37		67		10		75		16		27		2		20		2		256
2022	114		108		46		87		78		80		1		1		20		535
2021	75		33		95		88		83		32		9		15		—		430
2020	52		104		13		8		8		10		—		5		12		212
Prior	446		472		515		130		156		112		38		81		20		1,970
Total	$	774	$	844	$	710	$	439	$	358	$	264	$	57	$	124	$	62	$	3,632

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 March 31, 2025 and December 31, 2024, respectively.


	As of March 31, 2025
	Property Type
Year of Origination	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2025	$	67	$	134	$	17	$	—	$	—	$	—	$	—	$	218
2024	61		119		54		11		—		—		—		245
2023	81		121		11		10		24		—		—		247
2022	104		241		198		26		10		6		—		585
2021	33		127		203		90		—		8		8		469
Prior	754		717		685		424		47		120		34		2,781
Total	$	1,100	$	1,459	$	1,168	$	561	$	81	$	134	$	42	$	4,545


	As of December 31, 2024
	Property Type
Year of Origination	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2024	$	45	$	119	$	54	$	11	$	—	$	—	$	—	$	229
2023	81		128		11		11		25		—		—		256
2022	72		230		192		26		9		6		—		535
2021	21		110		197		86		—		8		8		430
2020	48		36		49		79		—		—		—		212
Prior	436		580		426		324		48		121		35		1,970
Total	$	703	$	1,203	$	929	$	537	$	82	$	135	$	43	$	3,632


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	March 31, 2025		December 31, 2024
Allowance for credit losses, beginning of the period	$	19	$	22
Credit losses on mortgage loans for which credit losses were not previously recorded	5		—

Increase (decrease) on mortgage loans with an allowance recorded in a previous period	1		—
Provision for expected credit losses	25		22
Write-offs	(1)		(3)


Allowance for credit losses, end of period	$	24	$	19

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


	March 31, 2025		December 31, 2024
Current	$	4,531	$	3,608
30-59 days past due	—		—
60-89 days past due	—		—
Greater than 90 days past due	14		24
Total	$	4,545	$	3,632

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 March 31, 2025 and December 31, 2024, the Company had $14 and $24, respectively, of commercial mortgage loans in non-accrual status. The amount of interest income recognized on loans in non-accrual status for the three months ended March 31, 2025 and the year ended December 31, 2024 was immaterial.

Net Investment Income

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


	Three Months Ended March 31,
		2025		2024
Fixed maturities		$	351	$	304

Equity securities		1		1
Mortgage loans on real estate		55		48
Policy loans		2		2
Short-term investments and cash equivalents		4		3
Limited partnerships and other		20		34


Gross investment income		433		392
Less: Investment expenses		20		16
Net investment income		$	413	$	376

As of March 31, 2025 and December 31, 2024, the Company had $4 and $9, 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)


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Three Months Ended March 31,
		2025		2024
Fixed maturities, available-for-sale, including securities pledged		$	4	$	(16)
Fixed maturities, at fair value option		12		(63)

Equity securities, at fair value		1		2
Derivatives		(37)		90
Embedded derivatives within fixed maturities		4		(1)

Other derivatives		(1)		1
Managed custody guarantees		(1)		1
Stabilizer		4		—
Mortgage loans		(4)		1
Other investments		(1)		—
Net gains (losses)		$	(19)	$	15

Proceeds from the sale of fixed maturities, available-for-sale and equity securities and the related gross realized gains and losses, before tax, were as follows for the periods indicated:


	Three Months Ended March 31,
		2025		2024
Proceeds on sales		$	1,170	$	596
Gross gains		15		7
Gross losses		27		21

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.

Futures: The Company uses interest rate futures contracts to hedge its exposure to market risks due to changes in interest rates. The Company enters into exchange traded futures with regulated futures commissions that are members of the exchange. The Company also posts initial and variation margins, with the exchange, on a daily basis. The Company utilizes exchange-traded futures in non-qualifying hedging relationships. The Company may also use futures contracts as a hedge against an increase in certain equity indices.

Embedded derivatives: The Company also invests in certain fixed maturity instruments and has issued certain products that contain embedded derivatives for which market value is at least partially determined by, among other things, levels of or


			22

Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity rates or credit ratings/spreads. In addition, the Company has entered into coinsurance with funds withheld arrangements, which contain embedded derivatives.

The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments. Based on the notional amounts, a substantial portion of the Company's derivative positions was not designated or did not qualify for hedge accounting as part of a hedging relationship as outlined in ASC Topic 815 as of March 31, 2025 and December 31, 2024.

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


	March 31, 2025						December 31, 2024
	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Derivatives: Qualifying for hedge accounting(1)
Fair value hedges(2):
Interest rate contracts(3)	$	—	$	—	$	—	$	—	$	—	$	—
Cash flow hedges:
Interest rate contracts	10		—		—		10		—		—
Foreign exchange contracts	459		26		4		504		37		2
Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts	11,438		168		226		11,626		201		266
Foreign exchange contracts	84		2		1		44		1		—

Credit contracts	69		—		1		72		—		—
Embedded derivatives and Managed custody guarantees ("MCGs"):
Within fixed maturity investments(4)	N/A		—		—		N/A		—		4


Within reinsurance agreements(5)	N/A		12		—		N/A		—		—
MCGs(6)	N/A		—		5		N/A		—		4
Stabilizer(6)	N/A		—		11		N/A		—		15
Total			$	208	$	248			$	239	$	291

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

(2) Total carrying amount of the hedged assets and liabilities was $202 as of March 31, 2025 and December 31, 2024.

(3) Cumulative amount of fair value hedging adjustments included in the carrying amount of hedged assets and liabilities was $2 as of March 31, 2025 and December 31, 2024 on discontinued hedging relationships.

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

(5) Included in Other assets on the Condensed Consolidated Balance Sheets.

(6) Included in Future policy benefits and contract owner account balances on the Condensed Consolidated Balance Sheets.

N/A - Not applicable

See the Fair Value Measurements Note to these Condensed Consolidated Financial Statements for additional information on derivative asset and liability fair values.


			23

Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The Company does not offset any derivative assets and liabilities in the Condensed Consolidated Balance Sheets. The disclosures set out in the table below include the fair values of Over-The-Counter ("OTC") and cleared derivatives excluding exchange traded contracts subject to master netting agreements or similar agreements as of the dates indicated:


	Gross Amount Recognized		Counterparty Netting(1)		Cash Collateral Netting(1)		Securities Collateral Netting(1)		Net Receivables/ Payables
March 31, 2025
Derivative assets	$	196	$	(172)	$	(20)	$	(1)	$	3
Derivative liabilities	232		(172)		(59)		(1)		—

December 31, 2024
Derivative assets	239		(207)		(28)		(3)		1
Derivative liabilities	268		(207)		(54)		(6)		1

(1) 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 Condensed Consolidated Balance Sheets and is reinvested in short-term investments. Collateral held is used in accordance with the CSA to satisfy any obligations. Investment grade bonds owned by the Company are the source of noncash collateral posted, which is reported in Securities pledged on the Condensed Consolidated Balance Sheets.

As of March 31, 2025, the Company held $20 and pledged $59 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2024, the Company held $31 and delivered $54 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of March 31, 2025, the Company delivered $128 of securities and held $1 of securities as collateral. As of December 31, 2024, the Company delivered $133 of securities and held $3 securities as collateral.

The location and effect of derivatives qualifying for hedge accounting on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income were as follows for the periods indicated:


	2025				2024
	Interest Rate Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Foreign Exchange Contracts
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Net investment income		Net investment income and Net gains (losses)		Net investment income		Net investment income and Net gains (losses)
Three Months Ended March 31,
Amount of Gain or (Loss) Recognized in Other Comprehensive Income(1)	$	—	$	(13)	$	—	$	7
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income	—		1		—		2

(1) See the Accumulated Other Comprehensive Income (Loss) Note to these Condensed Consolidated Financial Statements for additional information.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The location and amount of gain (loss) recognized in the Condensed Consolidated Statements of Operations for derivatives qualifying for hedge accounting were as follows for the periods indicated:




	2025				2024
	Net investment income		Net gains (losses)		Net investment income		Net gains (losses)
Three Months Ended March 31,
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded	$	413	$	(19)	$	376	$	15





Cash flow hedges:


Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	1		—		2		—

The location and effect of derivatives not designated as hedging instruments in the Condensed Consolidated Statements of Operations were as follows for the periods indicated:


	Location of Gain (Loss) Recognized on Derivative	Three Months Ended March 31,
			2025		2024
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Net gains (losses)		$	(38)	$	89
Foreign exchange contracts	Net gains (losses)		1		1


Embedded derivatives and MCGs:
Within fixed maturity investments	Net gains (losses)		4		(1)


Within reinsurance agreements	Net gains (losses)		12		—
MCGs	Net gains (losses)		(1)		1
Stabilizer	Net gains (losses)		4		—
Total			$	(18)	$	90


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

4. Fair Value Measurements

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 March 31, 2025:


	Level 1		Level 2		Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	267	$	73	$	—	$	340
U.S. Government agencies and authorities	—		28		—		28
State, municipalities and political subdivisions	—		374		—		374
U.S. corporate public securities	—		5,646		38		5,684
U.S. corporate private securities	—		2,906		1,316		4,222
Foreign corporate public securities and foreign governments(1)	—		1,967		48		2,015
Foreign corporate private securities (1)	—		1,777		472		2,249
Residential mortgage-backed securities	—		2,731		61		2,792
Commercial mortgage-backed securities	—		2,162		—		2,162
Other asset-backed securities	—		2,014		14		2,028
Total fixed maturities, including securities pledged	267		19,678		1,949		21,894

Equity securities	9		—		64		73
Derivatives:
Interest rate contracts	1		167		—		168
Foreign exchange contracts	—		28		—		28



Embedded derivatives within reinsurance	—		12		—		12
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	1,015		52		20		1,087
Assets held in separate accounts	90,531		5,196		338		96,065
Total assets	$	91,823	$	25,133	$	2,371	$	119,327
Liabilities:
Stabilizer and MCGs	$	—	$	—	$	16	$	16
Derivatives:
Interest rate contracts	—		226		—		226
Foreign exchange contracts	—		5		—		5

Credit contracts	—		1		—		1

Total liabilities	$	—	$	232	$	16	$	248

(1) Primarily U.S. dollar denominated.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:


	Level 1		Level 2		Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	307	$	71	$	—	$	378
U.S. Government agencies and authorities	—		27		—		27
State, municipalities and political subdivisions	—		409		—		409
U.S. corporate public securities	—		5,202		47		5,249
U.S. corporate private securities	—		2,628		1,171		3,799
Foreign corporate public securities and foreign governments(1)	—		1,820		48		1,868
Foreign corporate private securities (1)	—		1,688		341		2,029
Residential mortgage-backed securities	—		2,471		54		2,525
Commercial mortgage-backed securities	—		2,111		—		2,111
Other asset-backed securities	—		1,725		14		1,739
Total fixed maturities, including securities pledged	307		18,152		1,675		20,134
Equity securities	10		—		56		66
Derivatives:
Interest rate contracts	—		201		—		201
Foreign exchange contracts	—		38		—		38




Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	1,356		—		19		1,375
Assets held in separate accounts	92,849		5,390		340		98,579
Total assets	$	94,522	$	23,781	$	2,090	$	120,393
Liabilities:
Stabilizer and MCGs	$	—	$	—	$	19	$	19
Derivatives:
Interest rate contracts	10		256		—		266
Foreign exchange contracts	—		2		—		2

Credit contracts	—		—		—		—

Total liabilities	$	10	$	258	$	19	$	287

(1) Primarily U.S. dollar denominated.

Valuation of Financial Assets and Liabilities at Fair Value

Certain assets and liabilities are measured at estimated fair value on the Company's Condensed Consolidated Balance Sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The exit price and the transaction (or entry) price will be the same at initial recognition in many circumstances. However, in certain cases, the transaction price may not represent fair value. The fair value of a liability is based 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


			27

Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

inputs to fair valuation approaches and allows for the use of unobservable inputs to the extent that observable inputs are not available.

The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of exit price and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third-party commercial pricing services, brokers and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from third-party commercial pricing services are non-binding. The Company reviews the assumptions and inputs used by third-party commercial pricing services for each reporting period in order to determine an appropriate fair value hierarchy level. The documentation and analysis obtained from third-party commercial pricing services are reviewed by the Company, including in-depth validation procedures confirming the observability of inputs. The valuations are reviewed and validated monthly through the internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

When available, the fair value of the Company's financial assets and liabilities are based on quoted prices of identical assets in active markets and therefore, reflected in Level 1. The valuation approaches and key inputs for each category of assets or liabilities that are classified within Level 2 and Level 3 of the fair value hierarchy are presented below.

For fixed maturities classified as Level 2 assets, fair values are determined using a matrix-based market approach, based on prices obtained from third-party commercial pricing services and the Company’s matrix and analytics-based pricing models, which in each case incorporate a variety of market observable information as valuation inputs. The market observable inputs used for these fair value measurements, by fixed maturity asset class, are as follows:

U.S. Treasuries: Fair value is determined using third-party commercial pricing services, with the primary inputs being stripped interest and principal U.S. Treasury yield curves that represent a U.S. Treasury zero-coupon curve.

U.S. government agencies and authorities, State, municipalities and political subdivisions: Fair value is determined using third-party commercial pricing services, with the primary inputs being U.S. Treasury yield curves, trades of comparable securities, credit spreads off benchmark yields and issuer ratings.

U.S. corporate public securities, Foreign corporate public securities and foreign governments: Fair value is determined using third-party commercial pricing services, with the primary inputs being benchmark yields, trades of comparable securities, issuer ratings, bids and credit spreads off benchmark yields.

U.S. corporate private securities and Foreign corporate private securities: Fair values are determined using a matrix and analytics-based pricing model. The model incorporates the current level of risk-free interest rates, current corporate credit spreads, credit quality of the issuer and cash flow characteristics of the security. The model also considers a liquidity spread, the value of any collateral, the capital structure of the issuer, the presence of guarantees, and prices and quotes for comparably rated publicly traded securities.

RMBS, CMBS and ABS: Fair value is determined using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current and forecasted loss severity, debt service coverage ratios, collateral type, payment priority within tranche and the vintage of the loans underlying the security.

Generally, the Company does not obtain more than one vendor price from pricing services per instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor and, if that vendor is unable to provide the price, the next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot be obtained from a commercial pricing service. When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3.

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


			28

Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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, London Interbank Offered Rates ("LIBOR"), Overnight Index Swap ("OIS") rates, and Secured Overnight Financing Rate ("SOFR"). The Company uses SOFR discounting for valuations of interest rate derivatives; however, certain legacy positions may continue to be discounted on OIS. The Company uses OIS for valuations of collateralized interest rate derivatives, which are obtained from third-party sources. For those derivatives that are unable to be valued by the accounting system, the Company typically utilizes values established by third-party brokers. Counterparty credit risk is considered and incorporated in the Company's valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company's policy to transact only with investment grade counterparties with a credit rating of A- or better. The Company's nonperformance risk is also considered and incorporated in the Company's valuation process. The Company also has certain credit default swaps and options that are priced by third party vendors or by using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3. The remaining derivative instruments are valued based on market observable inputs and are classified as Level 2. See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for more information.

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 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 within reinsurance: The carrying value of embedded derivatives is estimated based upon the change in the fair value of the assets supporting the funds withheld receivable under reinsurance agreements. The fair value of the embedded derivative is based on market observable inputs and is classified as Level 2.

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.


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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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.


			30

Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables summarize the change in fair value of the Company’s Level 3 assets and liabilities and transfers in and out of Level 3 for the periods indicated:





























	Three Months Ended March 31, 2025
	Fair Value as of January 1		Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of March 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. Corporate public securities	$	47	$	(1)	$	1	$	1	$	—	$	(8)	$	—	$	—	$	(2)	$	38	$	—	$	—
U.S. Corporate private securities	1,171		—		15		156		—		(4)		(22)		—		—		1,316		—		15

Foreign corporate public securities and foreign governments(1)	48		—		—		—		—		—		—		—		—		48		—		—
Foreign corporate private securities(1)	341		(15)		24		124		—		—		(2)		—		—		472		(15)		24
Residential mortgage-backed securities	54		(2)		—		16		—		—		—		—		(7)		61		(2)		—

Other asset-backed securities	14		—		—		2		—		—		(2)		—		—		14		—		—
Total fixed maturities, including securities pledged	1,675		(18)		40		299		—		(12)		(26)		—		(9)		1,949		(17)		39

Equity securities, at fair value	56		2		—		6		—		—		—		—		—		64		2		—
Stabilizer and MCGs(2)	(19)		3		—		—		—		—		—		—		—		(16)		—		—
Cash and cash equivalents, short-term investments, and short-term investments under securities loan agreements	19		—		1		—		—		—		—		—		—		20		—		1
Assets held in separate accounts(4)	340		4		—		8		—		(14)		—		—		—		338		—		—
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of March 31, amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income (loss) 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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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)





























	Three Months Ended March 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 March 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. Corporate public securities	$	13	$	—	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	14	$	—	$	—
U.S. Corporate private securities	1,185		—		(13)		55		—		(9)		(66)		—		(26)		1,126		—		(16)
Foreign corporate public securities and foreign governments(1)	—		—		—		—		—		—		—		—		—		—		—		—
Foreign corporate private securities(1)	354		—		(3)		—		—		—		(28)		44		—		367		—		(4)
Residential mortgage-backed securities	48		(1)		—		—		—		—		—		—		(4)		43		(1)		—

Other asset-backed securities	37		—		—		3		—		—		(1)		—		—		39		—		—
Total fixed maturities, including securities pledged	1,637		(1)		(15)		58		—		(9)		(95)		44		(30)		1,589		(1)		(20)

Equity securities, at fair value	54		3		—		—		—		—		—		—		—		57		3		—
Stabilizer and MCGs(2)	(9)		2		—		—		(1)		—		—		—		—		(8)		—		—

Assets held in separate accounts(4)	348		—		—		16		—		(3)		—		5		(6)		360		—		—
(1) Primarily U.S. dollar denominated.
(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.
(3) For financial instruments still held as of March 31, amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on investments in the Condensed Consolidated Statements of Comprehensive Income.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income (loss) 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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Table of Contents

Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

For the three months ended March 31, 2025 and 2024, the transfers in and out of Level 3 for fixed maturities were due to the variation in inputs relied upon for valuation each quarter. Securities that are primarily valued using independent broker quotes when prices are not available from one of the commercial pricing services are reflected as transfers into Level 3. When securities are valued using more widely available information, the securities are transferred out of Level 3 and into Level 1 or 2, as appropriate.

Other Financial Instruments

The following disclosures are made in accordance with the requirements of ASC Topic 825 which requires disclosure of fair value information about financial instruments, whether or not recognized at fair value on the Condensed Consolidated Balance Sheets. ASC Topic 825 excludes certain financial instruments, including insurance contracts and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The carrying values and estimated fair values of the Company’s financial instruments as of the dates indicated:


	March 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Fixed maturities, including securities pledged	$	21,894	$	21,894	$	20,134	$	20,134
Equity securities	73		73		66		66
Mortgage loans on real estate	4,545		4,398		3,632		3,440
Policy loans	160		160		163		163
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements	1,087		1,087		1,375		1,375

Derivatives	196		196		239		239
Short-term loan to affiliate(1)	563		563		100		100
Embedded derivatives within reinsurance	12		12		—		—
Other investments	99		99		94		94
Assets held in separate accounts	96,065		96,065		98,579		98,579
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(2)	$	29,394	$	32,206	$	25,769	$	27,652
Funding agreements with fixed maturities	771		773		721		726
Supplementary contracts and immediate annuities	205		169		214		180
Stabilizer and MCGs	16		16		19		19
Derivatives	232		232		268		268
Short-term debt(3)	47		47		44		44
Long-term debt(3)	1		1		1		1
(1) Included in Other assets on the Condensed Consolidated Balance Sheets.
(2) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within Stabilizer and MCG.
(3) Included in Other liabilities on the Condensed Consolidated Balance Sheets.


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the classification of financial instruments which are not carried at fair value on the Condensed Consolidated Balance Sheets:


Financial Instrument			Classification
Mortgage loans on real estate			Level 3
Policy loans			Level 2

Short-term loan to affiliate			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
	Deferred and Individual Annuities
Balance as of January 1, 2024	$	589	$	321
Deferrals of commissions and expenses	57		3
Amortization expense	(46)		(26)
Balance as of December 31, 2024	$	600	$	298
Additions related to business acquisitions(1)	—		390
Deferrals of commissions and expenses	13		1
Amortization expense	(11)		(14)
Balance as of March 31, 2025	$	602	$	675

(1) As a result of the application of pushdown accounting associated with Voya acquisition of OneAmerica Financial's full-service retirement plan business, the estimated VOBA amortization is expected to increase by $21 to $29 annually for years 2025 through 2029.

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


	March 31, 2025		December 31, 2024
DAC:
Deferred and Individual Annuities	$	602	$	600
Other	9		9
VOBA	675		298

Total	$	1,286	$	907


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

6. Reserves for Contract Owner Account Balances

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


	Deferred Group and Individual Annuity
	March 31, 2025		December 31, 2024
Balance at January 1	$	25,031	$	25,991
Additions related to business acquisitions(1)	3,458		—
Deposits	807		2,435
Fee income	(15)		(50)
Surrenders, withdrawals and benefits	(1,360)		(4,368)
Net transfers (from) to the general account(2)	211		313
Interest credited	195		710
Ending Balance	$	28,327	$	25,031


Weighted-average crediting rate	2.8		%	2.8		%
Net amount at risk(3)	$	62		$	86
Cash surrender value	$	27,977		$	24,669

(1) In addition, $0.3 billion of acquired other investment contracts during the current quarter from OneAmerica Financial are reported in Other in the table below.

(2) Net transfers (from) to the general account includes transfers of $(301) and $(1,150) for 2025 and 2024, respectively, related to VRIAC-managed institutional/mutual fund plan assets in trust that are not reflected on the Condensed Consolidated Balance Sheets.

(3) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date and is calculated at a contract level. Where a contract has both a living and a death benefit, the Company calculates NAR at a contract level and aggregates the higher of the two values together.

The following table shows a reconciliation of the Contract owner account balances for deferred group and individual annuities to the Future policy benefits and contract owner accounts balances on the Condensed Consolidated Balance Sheets for the periods indicated:


	March 31, 2025		December 31, 2024
Deferred group and individual annuity (Contract owner account balances)	$	28,327	$	25,031
Non-putable funding agreements	771		721
Other (Future policy benefits and Contract owner account balances)(1)	3,819		3,516
Ending balance	$	32,917	$	29,268

(1) Primarily related to reinsured business and other investments contracts


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes detail on the differences between the interest rate being credited to contract holders as of the periods indicated, and the respective guaranteed minimum interest rates ("GMIRs"):


	Account Value(1)
	Excess of crediting rate over GMIR
	At GMIR		Up to .50% Above GMIR		0.51% - 1.00% Above GMIR		1.01% - 1.50% Above GMIR		1.51% - 2.00% Above GMIR		More than 2.00% Above GMIR		Total
As of March 31, 2025
Up to 1.00%	$	63	$	4,007	$	3,852	$	2,175	$	2,270	$	1,526	$	13,893
1.01% - 2.00%	123		57		43		3		—		1		227
2.01% - 3.00%	5,937		207		2		34		—		—		6,180
3.01% - 4.00%	8,192		—		—		—		—		—		8,192
4.01% and Above	4		—		—		—		—		—		4
Renewable beyond 12 months (MYGA)(2)	329		—		—		—		2		—		331
Total discretionary rate setting products	$	14,648	$	4,271	$	3,897	$	2,212	$	2,272	$	1,527	$	28,827


As of December 31, 2024
Up to 1.00%	$	8	$	4,010	$	3,671	$	1,688	$	1,533	$	925	$	11,835
1.01% - 2.00%	110		56		44		4		—		1		215
2.01% - 3.00%	5,833		31		1		—		—		—		5,865
3.01% - 4.00%	7,291		—		—		—		—		—		7,291
4.01% and Above	4		—		—		—		—		—		4
Renewable beyond 12 months (MYGA)(2)	341		—		—		—		2		—		343
Total discretionary rate setting products	$	13,587	$	4,097	$	3,716	$	1,692	$	1,535	$	926	$	25,553

(1) The table includes contracts acquired as a result of the OneAmerica Financial's acquisition completed in the first quarter of 2025. Includes only the account values for investment spread products with GMIRs and discretionary crediting rates, net of policy loans. Excludes Stabilizer products, which are fee based.

(2) Represents multi year guaranteed annuity ("MYGA") contracts with renewal dates after March 31, 2025 and December 31, 2024 on which the Company is required to credit interest above the contractual GMIR for at least the next twelve months.

7. Reinsurance

As of March 31, 2025, the Company has reinsurance treaties with three unaffiliated reinsurers covering a significant portion of the mortality risks and guaranteed death benefits under its variable contracts. The Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements.

Premiums receivable and reinsurance recoverable were comprised of the following as of the periods indicated:


	March 31,			December 31,
	2025			2024
Premiums receivable	$	—	*	$	—	*
Reinsurance recoverable, net of allowance for credit losses	2,529			2,560


Total	$	2,529		$	2,560

* Less than $1


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Information regarding the effect of reinsurance on the Condensed Consolidated Statements of Operations is as follows for the periods indicated:


	Three Months Ended March 31,
	2025			2024
Premiums:
Direct premiums	$	—	*	$	1
Reinsurance ceded	(1)			(1)
Net premiums	$	(1)		$	—

Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders	$	212		$	206
Reinsurance assumed	24			1
Reinsurance ceded	(29)			(25)
Net interest credited and other benefits to contract owners / policyholders	$	207		$	182

* Less than $1

As part of the acquisition by the Company's ultimate parent, Voya Financial, of the full-service retirement plan business of OneAmerica Financial, as disclosed in the Business, Basis of Presentation and Significant Accounting Policies Note to these Condensed Consolidated Financial Statements, the Company entered into an indemnity reinsurance agreement with American United Life Insurance Company, a subsidiary of OneAmerica Financial. Under the reinsurance agreement, the Company assumed a 100% quota share of fixed and variable annuities as well as other investment contracts, resulting in the Company assuming contract owner account balances of $3.8 billion under a combination indemnity coinsurance and coinsurance with funds withheld, and $20.6 billion of separate account liabilities under a modified coinsurance arrangement. Assumed separate account assets and liabilities are presented on a net basis in the accompanying Condensed Consolidated Balance Sheets.

If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. As of March 31, 2025 and December 31, 2024, the Company had a deposit asset net of the allowance for credit losses of $0.9 billion, which is reported in Other assets on the Condensed Consolidated Balance Sheets. The funds withheld asset related to assumed reinsurance was $0.9 billion as of March 31, 2025, which was recorded in Other assets on the Condensed Consolidated Balance Sheets.


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

8. Separate Accounts

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


	March 31, 2025						December 31, 2024
	Stabilizer(1)		Deferred Annuity		Total		Stabilizer(1)		Deferred Annuity		Total
Balance at January 1	$	6,901	$	89,837	$	96,738	$	7,175	$	81,440	$	88,615
Deposits	297		2,841		3,138		891		9,955		10,846
Fee income	(8)		(121)		(129)		(33)		(474)		(507)
Surrenders, withdrawals and benefits	(299)		(3,094)		(3,393)		(1,376)		(12,415)		(13,791)
Net transfers (from) to separate accounts	—		(512)		(512)		—		(1,463)		(1,463)
Investment performance	178		(1,884)		(1,706)		244		12,794		13,038

Balance at end of period	$	7,069	$	87,067	$	94,136	$	6,901	$	89,837	$	96,738

Reconciliation to Condensed Consolidated Balance Sheets:


Other variable products liabilities	1,929		1,841
Total Separate Account liabilities	$	96,065	$	98,579

(1) Stabilizer products allow the contract holder to select either the market or book value of the account at termination.

Cash surrender value represents the amount of the contract holders' account balances distributable at the balance sheet date, less certain surrender charges. The cash surrender value for deferred annuity products was $87,048 and $89,817 as of March 31, 2025 and December 31, 2024, respectively.

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


	March 31, 2025		December 31, 2024
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	1,077	$	913

Corporate and foreign debt securities	2,516		2,493

Mortgage-backed securities	3,124		3,087
Equity securities (including mutual funds)	88,698		91,588

Cash, cash equivalents and short-term investments	473		437
Receivable for securities and accruals	177		61
Total	$	96,065	$	98,579


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

9. Accumulated Other Comprehensive Income (Loss)

Shareholder’s equity included the following components of Accumulated other comprehensive income (loss) ("AOCI") as of the dates indicated:


	March 31, 2025		March 31, 2024
Fixed maturities, net of impairment	$	(1,725)	$	(1,928)

Derivatives(1)	39		60



Change in current discount rate	(301)		(324)
Deferred income tax asset (liability)(2)	545		589
Total	(1,442)		(1,603)
Pension and other postretirement benefits liability, net of tax	1		2
AOCI	$	(1,441)	$	(1,601)

(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 March 31, 2025, the portion of the AOCI that is expected to be reclassified into earnings within the next twelve months is $9.

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

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



	Three Months Ended March 31, 2025
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	243		$	(51)	$	192



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	27			(6)		21


Change in unrealized gains (losses) on available-for-sale securities	270			(57)		213

Derivatives:
Derivatives	(13)		(1)	3		(10)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(4)			1		(3)
Change in unrealized gains (losses) on derivatives	(17)			4		(13)

Change in current discount rate	4			(1)		3



Change in AOCI	$	257		$	(54)	$	203

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


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Three Months Ended March 31, 2024
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(113)		$	23	$	(90)



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	13			(3)		10


Change in unrealized gains (losses) on available-for-sale securities	(100)			20		(80)

Derivatives:
Derivatives	7		(1)	(1)		6
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(4)			1		(3)
Change in unrealized gains (losses) on derivatives	3			—		3

Change in current discount rate	9			(2)		7



Change in AOCI	$	(88)		$	18	$	(70)

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

10. Revenue from Contracts with Customers

Financial services revenue is disaggregated by type of service in the following table:


	Three Months Ended March 31,
	2025		2024
Advisory and recordkeeping and administration	$	151	$	133
Distribution and shareholder servicing	18		20
Total financial services revenue	169		153
Revenue from other sources(1)	167		130
Total Fee income and Other revenue	$	336	$	283

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

Receivables of $83 and $109 are included in Other assets on the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively.

11. Income Taxes

The Company's effective tax rate for the three months ended March 31, 2025 was 13.3%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the dividends received deduction ("DRD") and tax credits.

The Company's effective tax rate for the three months ended March 31, 2024 was 5.9%. The effective tax rate differed from the statutory rate of 21% primarily due to the Security Life of Denver Company capital loss carryback, the effect of the DRD and tax credits. For more details on the Security Life of Denver Company capital loss carryback, see the Income Taxes Note to the Consolidated Financial Statements included in Part II, Item 8 of the Annual Report on Form 10-K.

Valuation allowances are provided when it is considered more likely than not that some portion or all of the deferred tax assets ("DTAs") will not be realized. The Company reviews all available positive and negative evidence to determine if a valuation


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

allowance is recorded, including historical and projected pre-tax book income, tax planning strategies and reversals of temporary differences. As of March 31, 2025, the Company had net unrealized capital losses on investments of $1.7 billion in AOCI. The company expects this DTA to be utilized by its hold-to-maturity tax planning strategy. Additionally, income before income taxes remained positive for the period. After evaluating the positive and negative evidence, the Company did not change its judgment regarding the realization of DTAs and did not establish a valuation allowance.

Tax Sharing Agreement

The results of the Company's operations are included in the consolidated tax return of Voya Financial. Generally, the Company's consolidated financial statements recognize the current and deferred income tax consequences that result from the Company's activities during the current and preceding periods pursuant to the provisions of Income Taxes (ASC Topic 740) as if the Company were a separate taxpayer rather than a member of Voya Financial's consolidated income tax return group with the exception of any net operating loss carryforwards and capital loss carryforwards, which are recorded pursuant to the tax sharing agreement. If the Company instead were to follow a separate taxpayer approach without any exceptions, there would be no impact to income tax expense (benefit) for the periods indicated above. Also, any current tax benefit related to the Company's tax attributes realized by virtue of its inclusion in the consolidated tax return of Voya Financial would have been recorded directly to equity rather than income. Under the tax sharing agreement, Voya Financial will pay the Company 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.

Tax Regulatory Matters

For the tax years 2023 through 2025, Voya Financial 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, Voya Financial is in the Compliance Maintenance Bridge ("Bridge") phase of CAP. In the Bridge phase, the IRS did not conduct any review or provide any letters of assurance for that tax year. For the 2024 and 2025 tax years, Voya Financial is in the Compliance Maintenance Bridge Plus ("Bridge Plus") phase of CAP. In the Bridge Plus phase, the IRS will review the tax return and issue either a full or partial acceptance letter upon completion of review.

Tax Legislative Matters

In August 2022, the Inflation Reduction Act was signed into law creating the corporate alternative minimum tax ("CAMT"). In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. While the Company does not expect to be subject to the CAMT for 2025, the Company continues to review the proposed regulations, and its CAMT determination will need to be evaluated in light of future guidance.

12. Financing Agreements

Reciprocal Loan Agreement

The Company maintains a reciprocal loan agreement with Voya Financial, an affiliate, to facilitate the handling of unanticipated short-term cash requirements that arise in the ordinary course of business. Under this agreement, which expires on April 1, 2026, either party can borrow from the other up to 3.0% of the Company’s statutory admitted assets as of the preceding December 31. Interest on any borrowing by either the Company or Voya Financial is charged at a rate based on the prevailing market rate for similar third-party borrowings or securities.

Under this agreement, the Company incurred $1 and immaterial interest expense for three months ended March 31, 2025 and 2024, respectively. The Company earned $5 and $6 of interest income for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, VRIAC had an outstanding receivable of $563 and VIPS had an outstanding payable of $47 under the reciprocal loan agreement. As of December 31, 2024, VRIAC had an outstanding receivable of $100 and VIPS had an outstanding payable of $44 under the reciprocal loan agreement.


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

13. Commitments and Contingencies

Commitments

Through the normal course of investment operations, the Company commits to either purchase or sell securities, mortgage loans, or money market instruments, at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments.

As of March 31, 2025, the Company had off-balance sheet commitments to acquire mortgage loans of $188 and purchase limited partnerships and private placement investments of $1,254.

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, letter of credit ("LOC") and derivative transactions as described further in this note.

The components of the fair value of the restricted assets were as follows as of the dates indicated:


	March 31, 2025		December 31, 2024
Fixed maturity collateral pledged to FHLB(1)	$	1,272	$	1,238
FHLB restricted stock(2)	36		34
Other fixed maturities-state deposits	12		8
Cash and cash equivalents	2		2
Securities pledged(3)	857		1,089
Total restricted assets	$	2,179	$	2,371

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

(2) Included in Other investments on the Condensed Consolidated Balance Sheets.

(3) Includes the fair value of loaned securities of $579 and $871 as of March 31, 2025 and December 31, 2024, respectively. In addition, as of March 31, 2025 and December 31, 2024, the Company delivered securities as collateral of $128 and $133, respectively, and repurchase agreements of $150 and $85, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the Condensed Consolidated Balance Sheets.

Federal Home Loan Bank Funding

The Company is a member of the Federal Home Loan Bank of Boston ("FHLB") and is required to pledge collateral to back funding agreements issued to the FHLB. As of March 31, 2025 and December 31, 2024, the Company had $771 and $721, respectively, in non-putable funding agreements, which are included in Future policy benefits and contract owner account balances on the Condensed Consolidated Balance Sheets. Assets pledged to the FHLB are reflected in the table above.

Litigation, Regulatory Matters and Contingencies

Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters, arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. The variability in pleading requirements and past experience 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.


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Voya Retirement Insurance and Annuity Company

(A wholly owned subsidiary of Voya Holdings Inc.)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company's financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters, nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large, and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company's litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company's results of operations or cash flows in a particular quarterly or annual period.

For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of March 31, 2025, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, as not material to the Company. For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss.

Litigation includes Ravarino, et al. v. Voya Financial, Inc., et al. (USDC District of Connecticut, No. 3:21-cv-01658)(filed December 14, 2021). In this putative class action, the plaintiffs allege that the named defendants, which include the Company, 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 denies the allegations, which it believes are without merit, and intends to defend the case vigorously.

14. Related Party Transactions

The Company has various agreements with affiliates for services necessary to conduct its activities. Typical services provided under these agreements include, but are not limited to, administrative, management, financial and information technology services, asset management and distribution services. Management and service contracts and all cost sharing arrangements with affiliated companies are allocated in accordance with the Company's expense and cost allocation methods. Revenues and expenses recorded as a result of transactions and agreements with affiliates may not be the same as those incurred if the Company was not a wholly owned subsidiary of its Parent.

For the three months ended March 31, 2025 and 2024, revenues received from affiliates related to these agreements were $21.

For the three months ended March 31, 2025 and 2024, expenses incurred under these agreements were $140 and $150, respectively.

See the Financing Agreements Note to these Condensed Consolidated Financial Statements for information on related party receivables and payables.


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Item 2. Management’s Narrative Analysis of the Results of Operations and Financial Condition

For the purposes of this discussion, the terms "VRIAC", "the Company", "we", "our", and "us" refer to Voya Retirement Insurance and Annuity Company and its subsidiaries. We are a direct, wholly owned subsidiary of Voya Holdings Inc., which is a direct, wholly owned subsidiary of Voya Financial, Inc. ("Voya Financial" or "Parent").

The following discussion and analysis presents a review of our results of operations for the three months ended March 31, 2025 and 2024 and financial condition as of March 31, 2025 and December 31, 2024. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I., Item 1. of this Quarterly Report on Form 10-Q, as well as "Management's Narrative Analysis of the Results of Operations and Financial Condition" section contained in our Annual Report on Form 10-K.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See Note Concerning Forward-Looking Statements.

Overview

VRIAC is a stock life insurance company domiciled in the State of Connecticut. VRIAC and its wholly owned subsidiaries (collectively, the "Company") provide financial products and services in the United States. VRIAC is authorized to conduct its insurance business in all states and in the District of Columbia, Guam, Puerto Rico and the Virgin Islands.

Business Update

Recent Developments

Market Conditions

We continue to monitor the rapidly changing global financial, political and economic environment, while actively managing the Company’s businesses, investment portfolios and liquidity needs in light of current trends and uncertainties.

In the first quarter of 2025, significant tariffs were announced on major U.S. trading partners, who have in turn responded with retaliatory actions. While many of these tariffs have been put on hold, there is significant uncertainty about the future direction of trade policies between the U.S. and its partners. This in turn has led to a significant increase in volatility across financial markets and has created more uncertainty in the economic outlook. We describe how such macroeconomic developments, risks, and uncertainties may impact the Company in Risk Factors in Part I, Item 1A, and in Management's Narrative Analysis of the Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.


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Results of Operations

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


($ in millions)	Three Months Ended March 31,
	2025		2024		Change
Revenues:
Net investment income	$	413	$	376	$	37
Fee income	316		272		44
Premiums	(1)		—		(1)






Net gains (losses)	(19)		15		(34)
Other revenue	20		11		9
Total revenues	729		674		55
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	207		182		25
Operating expenses	323		304		19

Net amortization of DAC and VOBA	25		18		7
Interest expense	1		—		1

Total benefits and expenses	556		504		52
Income before income taxes	173		170		3
Income tax expense (benefit)	23		10		13
Net income	$	150	$	160	$	(10)

Three Months Ended March 31, 2025 compared to Three Months Ended March 31, 2024

Revenues

Net investment income increased by $37 million from $376 million to $413 million primarily due to:

•income on fixed maturity securities mainly related to the acquired OneAmerica assets and interest rate movements.

The increase was partially offset by:

•overall market impacts to limited partnership valuations.

Fee income increased by $44 million from $272 million to $316 million primarily due to:

•acquired OneAmerica assets, higher average equity markets, and positive defined contribution flows.

Net gains (losses) changed $34 million from a gain of $15 million to a loss of $19 million primarily due to:

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

•higher impairments in the current period compared to the prior period.

The unfavorable change was partially offset by:

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

Other revenue increased by $9 million from $11 million to $20 million primarily due to:

•an increase in float earnings attributable to higher average equity markets; and

•tax benefits from the acquired OneAmerica business transferred to the Company in cash.


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Benefits and Expenses

Interest credited and other benefits to contract owners/policyholders increased by $25 million from $182 million to $207 million primarily due to:

•interest credited to participants associated with the acquired OneAmerica spread-based assets; and

•an unfavorable change in market risk benefits driven by equity market performance and interest rate movements.

Net amortization of DAC and VOBA increased by $7 million from $18 million to $25 million primarily due to:

•the amortization of VOBA asset acquired from the OneAmerica transaction.

Income Tax Expense

Income tax expense increased $13 million from $10 million to $23 million primarily due to:

•the Security Life of Denver Company capital loss carryback recorded in 2024. For more details, see the Income Taxes Note to the Consolidated Financial Statements included in Part II, Item 8 of the Annual Report on Form 10-K.

Liquidity and Capital Resources

Liquidity refers to our ability to access sufficient sources of cash to meet the requirements of our operating, investing and financing activities. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows on investments and products, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein.

The following presents a review of our sources and uses of liquidity and capital and should be read in its entirety and in conjunction with the Off-Balance Sheet Arrangements discussion further below.

Liquidity Management

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, repurchase agreements, contract deposits, securities lending and capital contributions. Primary uses of these funds are payments of commissions and operating expenses, interest credits, investment purchases and contract maturities, withdrawals and surrenders and payment of dividends.

Our liquidity position is managed by maintaining adequate levels of liquid assets, such as cash, cash equivalents and short-term investments. As part of the liquidity management process, different scenarios are modeled to determine whether existing assets are adequate to meet projected cash flows. Key variables in the modeling process include interest rates, equity market movements, quantity and type of interest and equity market hedges, anticipated contract owner behavior, market value of the general account assets, variable separate account performance and implications of rating agency actions.

The fixed account liabilities are supported by a general account portfolio, principally composed of fixed rate investments with matching duration characteristics that can generate predictable, steady rates of return. The portfolio management strategy for the fixed account considers the assets available-for-sale. This strategy enables us to respond to changes in market interest rates, prepayment risk, relative values of asset sectors and individual securities and loans, credit quality outlook and other relevant factors. The objective of portfolio management is to maximize returns, taking into account interest rate and credit risk, as well as other risks. Our asset/liability management discipline includes strategies to minimize exposure to loss as interest rates and economic and market conditions change. In executing this strategy, we use derivative instruments to manage these risks. Our derivative counterparties are of high credit quality.

Liquidity and Capital Resources

Additional sources of liquidity include borrowing facilities to meet short-term cash requirements that arise in the ordinary course of business. For information regarding our reciprocal loan agreement with Voya Financial, see the Financing Agreements Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.


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We hold approximately 44.8% of our assets in marketable securities. These assets include cash, U.S. Treasuries, Agencies, Corporate Bonds, ABS, CMBS and collateralized mortgage obligations ("CMO") and Equity securities. In the event of a temporary liquidity need, cash may be raised by entering into repurchase agreements, dollar rolls or security lending agreements by temporarily lending securities and receiving cash collateral. Under our Liquidity Plan, up to 12% of our general account statutory admitted assets may be allocated to repurchase, securities lending and dollar roll programs. At the time a temporary cash need arises, the actual percentage of admitted assets available for repurchase transactions will depend upon outstanding allocations to the three programs. As of March 31, 2025, VRIAC had securities lending collateral assets of $594 million, which represents approximately 0.5% of its general account statutory admitted assets. As of December 31, 2024, VRIAC had securities lending collateral assets of $581 million, which represents approximately 0.5% of its general account statutory admitted assets.

Management believes that our sources of liquidity are adequate to meet our short-term cash obligations.

Capital Contributions and Dividends

During the three months ended March 31, 2025, VRIAC recognized $175 million in Additional paid-in capital as a result of the application of pushdown accounting associated with the Company's ultimate parent, Voya Financial, acquisition of OneAmerica Financial's full-service retirement plan business. During the three months ended March 31, 2024, VRIAC did not receive any capital contribution from its Parent. During the three months ended March 31, 2025 and 2024, VRIAC paid ordinary dividends to its Parent of $84 million and $163 million, respectively.

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 Parent or rated affiliates could have a material adverse effect on our results of operations and financial condition. See A downgrade or a potential downgrade in our financial strength or credit ratings may result in a loss of business and adversely affect our results of operations and financial condition in Risk Factors in Part I, Item 1A. of our 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.

Our financial strength rating as of the date of this Quarterly Report on Form 10-Q are summarized in the following table.

Rating Agency

Fitch, Inc.

Moody's Investors Service, Inc.

Standard & Poor's

Company

("Fitch")(1)

("Moody's")(2)

("S&P")(3)

Voya Retirement Insurance and Annuity Company

Financial Strength Rating

A+

(1) Fitch's financial strength rating for insurance companies ranges 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)."

(2) 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)."

(3) 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)."


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On September 18, 2024, Fitch upgraded Voya Retirement Insurance and Annuity Company's Financial Strength to A+ from A. In conjunction with the upgrade, Fitch revised its outlook to Stable.

In December 2024, Moody’s confirmed its outlook for the U.S. life insurance sector as stable. Also, Fitch changed its outlook from improving to stable for the North American life insurance sector.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements are mostly related to commitments to either purchase or sell securities, mortgage loans or money market instruments, at a specified future date and at a specified price or yield. In addition, off-balance sheet arrangements include obligations to return non-cash collateral under our securities lending program. Non-cash collateral received in connection with the securities lending program may not be sold or re-pledged by our lending agent, except in the event of default. For information regarding off-balance sheet arrangements, see the Investments Note and the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Critical Accounting Judgments and Estimates

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 Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates and assumptions are evaluated on an on-going basis based on historical developments, market conditions, industry trends and other information that is reasonable under the circumstances. There can be no assurance that actual results will conform to estimates and assumptions and that reported results of operations will not be materially affected by the need to make future accounting adjustments to reflect changes in these estimates and assumptions from time to time. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the accompanying Condensed Consolidated Financial Statements.

In developing these accounting estimates, we make subjective and complex judgments that are inherently uncertain and subject to material changes as facts and circumstances develop. Although variability is inherent in these estimates, we believe that the amounts provided are appropriate based on the facts available upon preparation of the Condensed Consolidated Financial Statements.

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

As of March 31, 2025, there have been no material changes to the disclosures made sensitivities disclosed in Critical

Accounting Judgments and Estimates in Part II., Item 7. of our Annual Report on Form 10-K.

Income Taxes

In August 2022, President Biden signed into law the Inflation Reduction Act of 2022, which includes a 15% corporate alternative minimum tax ("CAMT"). The CAMT is effective in taxable years beginning after December 31, 2022. In September 2024, the Department of Treasury issued proposed regulations providing additional guidance on the CAMT. While we do not expect to be subject to the CAMT for 2025, we are continuing to review the proposed regulations, and our CAMT determination will need to be evaluated in light of future guidance.

See the Income Taxes Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on income taxes.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its President 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 President and the Chief Financial Officer have


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concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic SEC filings is made known to them in a timely manner.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I., Item 1. of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

For a discussion of the Company's potential risks and uncertainties, see Risk Factors in Part I, Item 1A. of our Annual Report on Form 10-K.

Item 6. Exhibits

See Exhibit Index on the following page.


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Voya Retirement Insurance and Annuity Company


Exhibit Index
Exhibit No.						Description of Exhibit






































































31.1+						Certificate of Michael R. Katz pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+						Certificate of Amelia J. Vaillancourt pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+						Certificate of Michael R. Katz pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+						Certificate of Amelia J. Vaillancourt pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+						Inline XBRL Taxonomy Extension Schema
101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

+Filed herewith.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


May 13, 2025			Voya Retirement Insurance and Annuity Company
(Date)			(Registrant)

	By:	/s/	Michael R. Katz
			Michael R. Katz
			Chief Financial Officer
			(Duly Authorized Officer and Principal Financial Officer)


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