voya-20240630

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 June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35897

Voya Financial, Inc.

(Exact name of registrant as specified in its charter)


Delaware						52-1222820
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)


230 Park Avenue	New York, New York	10169	(212) 309-8200
(Address of principal executive offices)		(Zip Code)	(Registrant’s telephone number, including area code)

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	VOYA	New York Stock Exchange
Depositary Shares, each representing a 1/40th	VOYAPrB	New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, $0.01 par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of July 26, 2024, 98,323,003 shares of Common Stock, $0.01 par value, were outstanding.


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Voya Financial, Inc.

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

Table of Contents



PART I.	FINANCIAL INFORMATION (UNAUDITED)	PAGE

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

	2. Investments (excluding Consolidated Investment Entities)	15
	3. Derivative Financial Instruments	25
	4. Fair Value Measurements (excluding Consolidated Investment Entities)	30
	5. Deferred Policy Acquisition Costs and Value of Business Acquired	40
	6. Reserves for Future Policy Benefit and Contract Owner Account Balances	41

	7. Reinsurance	44
	8. Separate Accounts	47
	9. Segments	47
	10. Share-based Incentive Compensation Plans	51
	11. Shareholders' Equity	52
	12. Earnings per Common Share	54
	13. Accumulated Other Comprehensive Income (Loss)	54
	14. Revenue from Contracts with Customers	57
	15. Income Taxes	57
	16. Financing Agreements	59
	17. Commitments and Contingencies	60
	18. Consolidated and Nonconsolidated Investment Entities	63

	19. Goodwill and Other Intangible Assets	68




Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	70

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	102

Item 4.	Controls and Procedures	103

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	104

Item 1A.	Risk Factors	104

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	104

Item 5.	Other Information	104

Item 6.	Exhibits	104

Exhibit Index		105

Signature		106


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Table of Contents

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

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


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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

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

(In millions, except share and per share data)


	June 30, 2024		December 31, 2023

Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $26,905 and $27,690 as of 2024 and 2023, respectively; net of allowance for credit losses of $27 and $17 as of 2024 and 2023, respectively)	$	24,325	$	25,375
Fixed maturities, at fair value using the fair value option	1,873		2,076

Equity securities, at fair value	240		236
Short-term investments	98		213


Mortgage loans on real estate (net of allowance for credit losses of $24 and $26 as of 2024 and 2023, respectively)	4,977		5,192
Policy loans	345		352
Limited partnerships/corporations	1,723		1,621
Derivatives	316		311
Other investments	64		64
Securities pledged (amortized cost of $1,393 and $1,232 as of 2024 and 2023, respectively)	1,274		1,160
Total investments	35,235		36,600
Cash and cash equivalents	1,066		937
Short-term investments under securities loan agreements, including collateral delivered	1,030		1,015
Accrued investment income	398		411


Premium receivable and reinsurance recoverable (net of allowance for credit losses of $21 and $28 as of 2024 and 2023, respectively)	11,574		11,982
Deferred policy acquisition costs and Value of business acquired	2,196		2,250



Deferred income taxes	2,171		2,160
Goodwill	748		748
Other intangibles, net	856		857
Other assets (net of allowance for credit losses of 1 as of 2024 and 2023)	2,370		2,372
Assets related to consolidated investment entities ("CIEs"):
Limited partnerships/corporations, at fair value	2,991		2,861
Cash and cash equivalents	114		181
Corporate loans, at fair value using the fair value option	1,216		1,404

Other assets	168		174
Assets held in separate accounts	99,147		93,133

Total assets	$	161,280	$	157,085


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

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Table of Contents

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

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

(In millions, except share and per share data)


	June 30, 2024		December 31, 2023

Liabilities:
Future policy benefits	$	9,355	$	9,560
Contract owner account balances	37,876		39,174
Payables under securities loan and repurchase agreements, including collateral held	1,215		1,121
Short-term debt	395		1
Long-term debt	1,707		2,097

Derivatives	316		371



Other liabilities	2,927		2,956
Liabilities related to CIEs:
Collateralized loan obligations notes, at fair value using the fair value option	1,121		1,332
Other liabilities	1,352		1,287
Liabilities related to separate accounts	99,147		93,133

Total liabilities	$	155,411	$	151,032

Commitments and Contingencies (Note 17)

Mezzanine equity:
Redeemable noncontrolling interest	$	183	$	175

Shareholders' equity:
Preferred stock ($0.01 par value per share; $625 aggregate liquidation preference as of 2024 and 2023)	—		—
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 105,241,324 and 103,584,699 shares issued as of 2024 and 2023, respectively; 99,053,271 and 102,854,569 shares outstanding as of 2024 and 2023, respectively)	1		1
Treasury stock (at cost; 6,188,053 and 730,130 shares as of 2024 and 2023, respectively)	(448)		(56)
Additional paid-in capital	6,218		6,143
Accumulated other comprehensive income (loss)	(2,583)		(2,400)
Retained earnings (deficit):

Unappropriated	855		505
Total Voya Financial, Inc. shareholders' equity	4,043		4,193
Noncontrolling interest	1,643		1,685
Total shareholders' equity	5,686		5,878
Total liabilities, mezzanine equity and shareholders' equity	$	161,280	$	157,085


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)

(In millions, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Revenues:
Net investment income	$	518	$	545	$	1,047	$	1,090
Fee income	517		474		1,030		938
Premiums	790		677		1,590		1,362





Net gains (losses)	(4)		(56)		39		(72)
Other revenue	98		86		186		164
Income (loss) related to CIEs:
Net investment income	114		145		192		224

Total revenues	2,033		1,871		4,084		3,706
Benefits and expenses:
Policyholder benefits	598		438		1,203		948
Interest credited to contract owner account balances	245		244		491		485
Operating expenses	752		770		1,551		1,606
Net amortization of Deferred policy acquisition costs and Value of business acquired	56		57		112		116
Interest expense	30		39		60		71
Operating expenses related to CIEs:
Interest expense	68		55		95		71
Other expense	8		5		9		5
Total benefits and expenses	1,757		1,608		3,521		3,302
Income (loss) before income taxes	276		263		563		404
Income tax expense (benefit)	41		28		40		40


Net income (loss)	235		235		523		364
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	30		77		67		123
Net income (loss) available to Voya Financial, Inc.	205		158		456		241
Less: Preferred stock dividends	4		4		21		18
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	201	$	154	$	435	$	223

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


Basic	$	2.00	$	1.50	$	4.29	$	2.22



Diluted	$	1.96	$	1.41	$	4.20	$	2.03


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

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Table of Contents

Voya Financial, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)

(In millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net income (loss)	$	235	$	235	$	523	$	364
Other comprehensive income (loss), before tax:
Change in current discount rate	34		28		72		30
Unrealized gains (losses) on securities	(178)		(339)		(303)		304


Other comprehensive income (loss), before tax	(144)		(311)		(231)		334
Income tax expense (benefit) related to items of other comprehensive income (loss)	(30)		(65)		(48)		70
Other comprehensive income (loss), after tax	(114)		(246)		(183)		264
Comprehensive income (loss)	121		(11)		340		628
Less: Comprehensive income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	30		77		67		123
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	91	$	(88)	$	273	$	505


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

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

(In millions)


	Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity		Mezzanine Equity: Redeemable Noncontrolling Interest
									Unappropriated
Balance as of April 1, 2024	$	1	$	(263)	$	6,187	$	(2,469)	$	697	$	4,153	$	1,544	$	5,697	$	174






Comprehensive income (loss):
Net income (loss)	—		—		—		—		205		205		18		223		12

Other comprehensive income (loss), after tax	—		—		—		(114)		—		(114)		—		(114)		—
Total comprehensive income (loss)											91		18		109		12


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


Common stock acquired - Share repurchase	—		(176)		—		—		—		(176)		—		(176)		—
Dividends on preferred stock	—		—		—		—		(4)		(4)		—		(4)		—

Dividends on common stock	—		—		—		—		(40)		(40)		—		(40)		—
Share-based compensation	—		(9)		31		—		(1)		21		—		21		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—		(2)		(2)		83		81		(3)
Balance as of June 30, 2024	$	1	$	(448)	$	6,218	$	(2,583)	$	855	$	4,043	$	1,643	$	5,686	$	183


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Six Months Ended June 30, 2024 (Unaudited)

(In millions)



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





Comprehensive income (loss):
Net income (loss)	—		—		—		—			456		456		48		504		19

Other comprehensive income (loss), after tax	—		—		—		(183)			—		(183)		—		(183)		—
Total comprehensive income (loss)												273		48		321		19


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

Common stock issuance	—		—		3		—			—		3		—		3		—
Common stock acquired - Share repurchase	—		(348)		—		—			—		(348)		—		(348)		—

Dividends on preferred stock	—		—		—		—			(21)		(21)		—		(21)		—
Dividends on common stock	—		—		—		—			(81)		(81)		—		(81)		—
Share-based compensation	—		(44)		72		—			(2)		26		—		26		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			(2)		(2)		(88)		(90)		(11)
Balance as of June 30, 2024	$	1	$	(448)	$	6,218	$	(2,583)		$	855	$	4,043	$	1,643	$	5,686	$	183


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

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

(In millions)



	Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity		Mezzanine Equity: Redeemable Noncontrolling Interest
									Unappropriated
Balance as of April 1, 2023	$	1	$	(77)	$	6,693	$	(2,545)		$	(118)	$	3,954	$	1,567	$	5,521	$	166








Comprehensive income (loss):
Net income (loss)	—		—		—		—			158		158		68		226		9

Other comprehensive income (loss), after tax	—		—		—		(246)			—		(246)		—		(246)		—
Total comprehensive income (loss)												(88)		68		(20)		9





Common stock acquired - Share repurchase	—		(162)		—		—			—		(162)		—		(162)		—
Dividends on preferred stock	—		—		(4)		—			—		(4)		—		(4)		—

Dividends on common stock	—		—		(21)		—			—		(21)		—		(21)		—

Share-based compensation	—		(9)		27		—			—		18		—		18		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			—		—		25		25		(4)
Balance as of June 30, 2023	$	1	$	(248)	$	6,695	$	(2,791)		$	40	$	3,697	$	1,660	$	5,357	$	171


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Six Months Ended June 30, 2023 (Unaudited)

(In millions)



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








Comprehensive income (loss):
Net income (loss)	—		—		—		—			241		241		112		353		11

Other comprehensive income (loss), after tax	—		—		—		264			—		264		—		264		—
Total comprehensive income (loss)												505		112		617		11





Common stock acquired - Share repurchase	—		(162)		—		—			—		(162)		—		(162)		—

Dividends on preferred stock	—		—		(18)		—			—		(18)		—		(18)		—
Dividends on common stock	—		—		(41)		—			—		(41)		—		(41)		—
Share-based compensation	—		(47)		111		—			—		64		—		64		—
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—			—		—		66		66		(6)
Balance as of June 30, 2023	$	1	$	(248)	$	6,695	$	(2,791)		$	40	$	3,697	$	1,660	$	5,357	$	171


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2024 and 2023 (Unaudited)

(In millions)


	Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities:


















Net cash provided by operating activities	$	547	$	871
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	2,498		4,351
Equity securities	36		28
Mortgage loans on real estate	371		351
Limited partnerships/corporations	128		75
Acquisition of:
Fixed maturities	(1,659)		(2,971)
Equity securities	(59)		(25)
Mortgage loans on real estate	(173)		(272)
Limited partnerships/corporations	(200)		(79)
Short-term investments, net	115		307
Derivatives, net	148		30
Sales from CIEs	999		456
Purchases within CIEs	(1,387)		(623)
Collateral received (delivered), net	82		88
Receipts on deposit asset contracts	126		141

Payments for business acquisitions, net of cash acquired	—		(534)
Other, net	(35)		(54)

Net cash provided by (used in) investing activities	990		1,269
Cash Flows from Financing Activities:
Deposits received for investment contracts	1,434		1,247
Maturities and withdrawals from investment contracts	(2,986)		(3,046)
Proceeds from issuance of long-term debt	—		388
Repayments of long-term debt, including current maturities	—		(398)
Borrowings of CIEs	463		226
Repayments of borrowings of CIEs	(421)		(305)
Contributions from (distributions to) participants in CIEs, net	550		367


Proceeds from issuance of common stock, net	3		—
Common stock acquired - Share repurchase	(348)		(162)
Dividends paid on preferred stock	(21)		(18)
Dividends paid on common stock (including dividend equivalent payments of $3 and $2 as of 2024 and 2023, respectively)	(84)		(43)
Other, net	(65)		(54)

Net cash provided by (used in) financing activities	(1,475)		(1,798)
Net increase (decrease) in cash and cash equivalents, including cash in CIEs	62		342
Cash and cash equivalents, including cash in CIEs, beginning of period	1,118		1,007
Cash and cash equivalents, including cash in CIEs, end of period	$	1,180	$	1,349









	June 30, 2024		December 31, 2023
Reconciliation of cash and cash equivalents, including cash in CIEs:
Cash and cash equivalents	$	1,066	$	937
Cash and cash equivalents in CIEs	114		181
Total cash and cash equivalents, including cash in CIEs	$	1,180	$	1,118


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

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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

1. Business, Basis of Presentation and Significant Accounting Policies

Business

Voya Financial, Inc. and its subsidiaries (collectively, the "Company") is a financial services organization that offers a broad range of retirement services, group insurance and supplemental health products, investment management services and mutual funds primarily in the United States. Products and services are provided by the Company through three segments: Wealth Solutions, Health Solutions and Investment Management. Activities not directly related to the Company's segments and certain run-off activities that are not meaningful to the Company's business strategy are included within Corporate. See the Segments Note to these Condensed Consolidated Financial Statements.

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

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

Basis of Presentation

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

The Condensed Consolidated Financial Statements include the accounts of Voya Financial, Inc. and its subsidiaries, as well as other voting interest entities ("VOEs") and variable interest entities ("VIEs") in which the Company has a controlling financial interest. See the Consolidated and Nonconsolidated Investment Entities Note to these Condensed Consolidated Financial Statements. Intercompany transactions and balances have been eliminated.

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.

Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. These reclassifications had no impact on Net income (loss) or Total shareholders’ equity.

The December 31, 2023 Consolidated Balance Sheets is from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K filed with the SEC. Therefore, these unaudited Condensed Consolidated Financial


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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.

Adoption of New Pronouncements

Equity Securities Subject to Contractual Sale Restrictions

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

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

Future Adoption of Accounting Pronouncements

Profits Interest and Similar Awards

In March 2024, the FASB issued ASU 2024-01, "Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards" ("ASU 2024-01"), which adds incremental clarity for how profits interests should be accounted.

ASU 2024-01 is effective for annual periods beginning after December 15, 2024 and interim periods within those annual periods with early adoption permitted. The Company intends to adopt ASU 2024-01 as of January 1, 2025 on a prospective basis, and does not expect this ASU to have a material impact on the Company's financial condition, results of operations, or cash flows.

Income Tax Disclosures

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

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

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

The amendments are effective for annual periods beginning after December 15, 2024 and should be applied prospectively, with retrospective application permitted. Early adoption is also permitted. The Company is currently in the process of determining the disclosures that may be required by the adoption of the provisions of ASU 2023-09.

Segment Disclosures

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Climate Related Disclosures

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

2. Investments (excluding Consolidated Investment Entities)

Fixed Maturities

Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of June 30, 2024:


	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Allowance for credit losses		Fair Value
Fixed maturities:
U.S. Treasuries	$	379	$	1	$	31	$	—	$	—	$	349
U.S. Government agencies and authorities	54		2		2		—		—		54
State, municipalities and political subdivisions	743		—		113		—		—		630
U.S. corporate public securities	8,068		128		1,058		—		1		7,137
U.S. corporate private securities	5,061		26		391		—		—		4,696
Foreign corporate public securities and foreign governments(1)	2,777		34		289		—		2		2,520
Foreign corporate private securities(1)	2,806		19		164		—		1		2,660
Residential mortgage-backed securities	3,624		26		272		—		—		3,378
Commercial mortgage-backed securities	3,975		2		571		—		18		3,388
Other asset-backed securities	2,684		33		52		—		5		2,660
Total fixed maturities, including securities pledged	30,171		271		2,943		—		27		27,472
Less: Securities pledged	1,393		—		119		—		—		1,274
Total fixed maturities	$	28,778	$	271	$	2,824	$	—	$	27	$	26,198

(1) Primarily U.S. dollar denominated.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Available-for-sale and FVO fixed maturities were as follows as of December 31, 2023:


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

(1) Primarily U.S. dollar denominated.

The amortized cost and fair value of fixed maturities, including securities pledged, as of June 30, 2024, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.


	Amortized Cost		Fair Value
Due to mature:
One year or less	$	661	$	643
After one year through five years	3,869		3,718
After five years through ten years	3,806		3,642
After ten years	11,552		10,043
Mortgage-backed securities	7,599		6,766
Other asset-backed securities	2,684		2,660
Fixed maturities, including securities pledged	$	30,171	$	27,472

As of June 30, 2024 and December 31, 2023, the Company did not have any investments in a single issuer, other than obligations of the U.S. Government and government agencies, with a carrying value in excess of 10% of the Company’s Total shareholders' equity.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Repurchase Agreements and Securities Pledged

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

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

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

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


	June 30, 2024		December 31, 2023
Securities pledged/obligations under repurchase agreements(1)	$	162	$	117
Securities loaned to lending agent(2)	941		842
Securities pledged as collateral(2)(3)	171		201
Total	$	1,274	$	1,160

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

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

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

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


	June 30, 2024		December 31, 2023
U.S. Treasuries	$	29	$	14

U.S. corporate public securities	607		568

Short-term investments	11		55

Foreign corporate public securities and foreign governments	338		238
Total(1)	$	985	$	875

(1) As of June 30, 2024 and December 31, 2023, liabilities to return cash collateral were $723 and $660, respectively, and included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Allowance for credit losses

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


	Six Months Ended June 30, 2024
	U.S. corporate public securities		Commercial mortgage-backed securities		Foreign corporate public securities and foreign governments		Foreign corporate private securities		Other asset-backed securities		Total
Balance as of January 1	$	—	$	9	$	3	$	2	$	3	$	17
Credit losses on securities for which credit losses were not previously recorded	—		10		—		—		1		11

Reductions for securities sold during the period	—		—		(1)		—		—		(1)


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


Balance as of June 30	$	1	$	18	$	2	$	1	$	5	$	27


	Year Ended December 31, 2023
	U.S. corporate public securities		Commercial mortgage-backed securities		Foreign corporate public securities and foreign governments		Foreign corporate private securities		Other asset-backed securities		Total
Balance as of January 1	$	—	$	—	$	9	$	2	$	1	$	12
Credit losses on securities for which credit losses were not previously recorded	—		9		—		—		2		11

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


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


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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Unrealized Capital Losses

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


	As of June 30, 2024
	Twelve Months or Less Below Amortized Cost				More Than Twelve Months Below Amortized Cost	Total
	Fair Value		Unrealized Capital Losses			Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses
U.S. Treasuries	$	146	$	2		$	155	$	29	$	301	$	31
U.S. Government agencies and authorities	14		—			3		2		17		2
State, municipalities and political subdivisions	3		—			618		113		621		113
U.S. corporate public securities	382		15			4,782		1,043		5,164		1,058
U.S. corporate private securities	527		14			3,197		377		3,724		391
Foreign corporate public securities and foreign governments	233		4			1,554		285		1,787		289
Foreign corporate private securities	245		5			1,999		159		2,244		164
Residential mortgage-backed	335		4			1,329		268		1,664		272
Commercial mortgage-backed	48		1			3,158		570		3,206		571
Other asset-backed	188		2			387		50		575		52
Total	$	2,121	$	47		$	17,182	$	2,896	$	19,303	$	2,943


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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

As of June 30, 2024 and December 31, 2023, the Company concluded that an allowance for credit losses was not warranted for the securities above because the unrealized losses are interest rate related. The Company does not intend to sell 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.

There were $5 intent impairments for the three and six months ended June 30, 2024 and $7 for the three and six months ended June 30, 2023.

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

Debt Modifications

The Company evaluates all debt modifications to determine whether a modification results in a new loan or a continuation of an existing loan. Disclosures are required for loan modifications with borrowers experiencing financial difficulty. For the three and six months ended June 30, 2024 and 2023, the Company had no material debt modifications that require such disclosure.

Mortgage Loans on Real Estate

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables present commercial mortgage loans by year of origination and LTV ratio as of the dates indicated. The information is updated as of June 30, 2024 and December 31, 2023, respectively.


	As of June 30, 2024
	Loan-to-Value Ratios
Year of Origination	0% - 50%		>50% - 60%		>60% - 70%		>70% - 80%		>80% and above		Total
2024	$	126	$	33	$	—	$	1	$	—	$	160
2023	117		222		39		—		—		378
2022	232		312		87		—		—		631
2021	241		203		139		—		—		583
2020	176		97		—		—		—		273
Prior	2,688		251		16		—		21		2,976
Total	$	3,580	$	1,118	$	281	$	1	$	21	$	5,001


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

The following tables present commercial mortgage loans by year of origination and DSC ratio as of the dates indicated. The information is updated as of June 30, 2024 and December 31, 2023, respectively.


	As of June 30, 2024
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Total*
2024	$	54	$	59	$	47	$	—	$	160
2023	166		95		113		4		378
2022	210		61		161		199		631
2021	260		12		68		243		583
2020	207		23		20		23		273
Prior	2,237		243		332		164		2,976
Total	$	3,134	$	493	$	741	$	633	$	5,001
*No commercial mortgage loans were secured by land or construction loans


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


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

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

The following tables present the commercial mortgage loans by year of origination and U.S. region as of the dates indicated. The information is updated as of June 30, 2024 and December 31, 2023, respectively.


	As of June 30, 2024
	U.S. Region
Year of Origination	Pacific		South Atlantic		Middle Atlantic		West South Central		Mountain		East North Central		New England		West North Central		East South Central		Total
2024	$	24	$	58	$	21	$	21	$	15	$	2	$	8	$	2	$	9	$	160
2023	69		84		12		101		39		40		3		27		3		378
2022	140		131		49		98		94		93		5		1		20		631
2021	96		54		119		94		97		73		9		40		1		583
2020	62		135		17		10		12		15		—		7		15		273
Prior	739		670		692		216		250		160		59		153		37		2,976
Total	$	1,130	$	1,132	$	910	$	540	$	507	$	383	$	84	$	230	$	85	$	5,001


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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables present the commercial mortgage loans by year of origination and property type as of the dates indicated. The information is updated as of June 30, 2024 and December 31, 2023, respectively.


	As of June 30, 2024
	Property Type
Year of Origination	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2024	$	19	$	123	$	18	$	—	$	—	$	—	$	—	$	160
2023	125		171		33		17		32		—		—		378
2022	79		263		235		34		10		10		—		631
2021	36		138		271		111		—		18		9		583
2020	56		48		72		97		—		—		—		273
Prior	698		799		735		468		69		159		48		2,976
Total	$	1,013	$	1,542	$	1,364	$	727	$	111	$	187	$	57	$	5,001


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

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


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

Increase (decrease) on mortgage loans with an allowance recorded in a previous period	(2)		9
Provision for expected credit losses	24		29
Write-offs	—		(3)
Recoveries of amounts previously written-off	—		—
Allowance for credit losses, end of period	$	24	$	26


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	June 30, 2024		December 31, 2023
Current	$	4,956	$	5,202
30-59 days past due	26		—
60-89 days past due	—		—
Greater than 90 days past due	19		16
Total	$	5,001	$	5,218

Commercial mortgage loans are placed on non-accrual status when 90 days in arrears if the Company has concerns regarding the collectability of future payments, or if a loan has matured without being paid off or extended. As of June 30, 2024 and December 31, 2023, the Company had $45 and $16, respectively, of commercial mortgage loans in non-accrual status. The amount of interest income recognized on loans in non-accrual status for the six months ended June 30, 2024 and the year ended December 31, 2023 was immaterial.

Net Investment Income

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Fixed maturities	$	416	$	440	$	832	$	898
Equity securities	4		7		9		14
Mortgage loans on real estate	60		62		121		123
Policy loans	4		5		10		11
Short-term investments and cash equivalents	10		9		20		18
Limited partnerships and other	42		40		90		62
Gross investment income	536		563		1,082		1,126
Less: Investment expenses	18		18		35		36
Net investment income	$	518	$	545	$	1,047	$	1,090

As of June 30, 2024 and December 31, 2023, the Company had $8 and $10, respectively, of investments in fixed maturities that did not produce net investment income. Fixed maturities are moved to a non-accrual status when the investment defaults.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Net Gains (Losses)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Fixed maturities, available-for-sale, including securities pledged	$	(14)	$	(18)	$	(34)	$	(17)
Fixed maturities, at fair value option	(30)		(144)		(111)		(108)

Equity securities, at fair value	1		(1)		4		(3)
Derivatives	40		119		176		65
Embedded derivatives - fixed maturities	(1)		(2)		(2)		(1)
Other derivatives	(1)		—		—		—
Standalone derivatives	—		—		1		—
Managed custody guarantees	(1)		—		—		3
Stabilizer	(1)		—		(1)		—
Mortgage loans	2		(10)		3		(10)
Other investments	1		—		3		(1)
Net gains (losses)	$	(4)	$	(56)	$	39	$	(72)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Proceeds on sales	$	617	$	2,331	$	1,446	$	3,637
Gross gains	8		23		19		43
Gross losses	9		30		36		55

3. Derivative Financial Instruments

The Company primarily enters into the following types of derivatives:

Interest rate swaps: Interest rate swaps are used by the Company primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and/or liabilities. Interest rate swaps are also used to hedge the interest rate risk associated with the value of assets it owns or in an anticipation of acquiring them. Using interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest payments, calculated by reference to an agreed upon notional principal amount. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made to/from the counterparty at each due date. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Foreign exchange swaps: The Company uses foreign exchange or currency swaps to reduce the risk of change in the value, yield or cash flows associated with certain foreign denominated invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows against U.S. dollar cash flows at regular periods, typically quarterly or semi-annually. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Total return swaps: The Company uses total return swaps as a hedge of interest related risks within various Legacy Annuity and Retirement products. Total return swaps are also used as a hedge of other corporate liabilities. Using total return swaps, the Company agrees with another party to exchange, at specified intervals, the difference between the economic performance of assets or a market index and a fixed or variable funding multiplied by reference to an agreed upon notional amount. No cash is


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

exchanged at the onset of the contracts. Cash is paid and received over the life of the contract based upon the terms of the swaps. The Company utilizes these contracts in non-qualifying hedging relationships.

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

Embedded derivatives: The Company also invests in certain fixed maturity instruments and has issued certain products that contain embedded derivatives for which market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity rates or credit ratings/spreads. In addition, the Company has entered into coinsurance with funds withheld arrangements, which contain embedded derivatives.

The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments. Based on the notional amounts, a substantial portion of the Company’s derivative positions was not designated or did not qualify for hedge accounting as part of a hedging relationship as outlined in ASC Topic 815 as of June 30, 2024 and December 31, 2023.

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


	June 30, 2024						December 31, 2023
	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Derivatives: Qualifying for hedge accounting(1)
Fair value hedges:
Interest rate contracts	$	200	$	—	$	1	$	—	$	—	$	—
Foreign exchange contracts	100		1		—		98		—		4
Cash flow hedges:
Interest rate contracts	12		—		—		12		—		—
Foreign exchange contracts	688		42		3		718		33		7
Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts	15,367		269		307		16,773		270		354
Foreign exchange contracts	174		—		—		183		4		2
Equity contracts	278		4		3		255		4		2
Credit contracts	126		—		2		137		—		2
Embedded derivatives and Managed custody guarantees ("MCGs"):
Within fixed maturity investments(2)	N/A		—		—		N/A		2		—

Within reinsurance agreements(4)	N/A		62		46		N/A		61		49
MCGs(3)	N/A		—		8		N/A		—		8
Stabilizers(3)	N/A		—		2		N/A		—		1
Total			$	378	$	372			$	374	$	429

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

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

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

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

N/A - Not applicable


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Voya Financial, 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(1)		Counterparty Netting(2)		Cash Collateral Netting(2)		Securities Collateral Netting(2)		Net Receivables/ Payables
June 30, 2024
Derivative assets	$	316	$	(256)	$	(50)	$	(4)	$	6
Derivative liabilities	316		(256)		(56)		(3)		1

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

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

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

Collateral

Under the terms of the OTC Derivative International Swaps and Derivatives Association, Inc. ("ISDA") agreements, the Company may receive from, or deliver to, counterparties collateral to assure that terms of the ISDA agreements will be met with regard to the Credit Support Annex ("CSA"). The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. To the extent cash collateral is received and delivered, it is included in Payables under securities loan and repurchase agreements, including collateral held and Short-term investments under securities loan agreements, including collateral delivered, respectively, on the Condensed Consolidated Balance Sheets and is reinvested in short-term investments. Collateral held is used in accordance with the CSA to satisfy any obligations. Investment grade bonds owned by the Company are the source of noncash collateral posted, which is reported in Securities pledged on the Condensed Consolidated Balance Sheets.

As of June 30, 2024, the Company held $49 and pledged $56 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2023, the Company held $84 and pledged $147 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of June 30, 2024, the Company delivered $171 of securities and held $5 of securities as collateral. As of December 31, 2023, the Company delivered $201 of securities and held $11 of securities as collateral.

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


	2024				2023
	Interest Rate Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Foreign Exchange Contracts
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Net investment income		Net investment income and Net gains (losses)		Net investment income		Net investment income and Net gains (losses)
Three Months Ended June 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income	$	—	$	3	$	—	$	(6)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income	—		3		—		2

Six Months Ended June 30,
Amount of Gain (Loss) Recognized in Other Comprehensive Income	$	—	$	11	$	—	$	(18)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income	—		6		—		5


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	2024				2023
	Net investment income		Net gains (losses)		Net investment income		Net gains (losses)
Three Months Ended June 30,
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded	$	518	$	(4)	$	545	$	(56)
Fair value hedges:
Interest rate contracts:
Hedged items	—		1		—		—
Derivatives designated as hedging instruments	—		(1)		—		—
Foreign exchange contracts:

Derivatives designated as hedging instruments(1)	—		1		—		—
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	2		1		2		—

Six Months Ended June 30,
Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded	$	1,047	$	39	$	1,090	$	(72)
Fair value hedges:
Interest rate contracts:
Hedged items	—		1		—		—
Derivatives designated as hedging instruments	—		(1)		—		—
Foreign exchange contracts:
Hedged items	—		(2)		—		2
Derivatives designated as hedging instruments(1)	—		4		—		(1)
Cash flow hedges:


Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	5		1		5		—

(1) For the three months ended June 30, 2024, an immaterial amount of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earnings. For the six months ended June 30, 2024, $1 of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earnings. For the three months ended June 30, 2023, an immaterial amount of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earnings. For the six months ended June 30, 2023, $1 of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earnings.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Location of Gain (Loss) Recognized on Derivative	Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Net gains (losses)	$	39	$	114	$	165	$	58
Foreign exchange contracts	Net gains (losses)	(1)		—		(3)		1
Equity contracts	Net gains (losses)	1		5		11		8
Credit contracts	Net gains (losses)	—		—		(1)		(1)
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	Net gains (losses)	(1)		(2)		(2)		(1)
Within reinsurance agreements(1)	Policyholder benefits	4		8		4		(18)
MCGs	Net gains (losses)	(1)		—		—		3
Stabilizers	Net gains (losses)	(1)		—		(1)		—
Total		$	40	$	125	$	173	$	50

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

4. Fair Value Measurements (excluding Consolidated Investment Entities)

Fair Value Measurement

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


	Level 1		Level 2			Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	275	$	74		$	—	$	349
U.S. Government agencies and authorities	—		54			—		54
State, municipalities and political subdivisions	—		630			—		630
U.S. corporate public securities	—		7,125			12		7,137
U.S. corporate private securities	—		3,232			1,464		4,696
Foreign corporate public securities and foreign governments(1)	—		2,503			17		2,520
Foreign corporate private securities(1)	—		2,216			444		2,660
Residential mortgage-backed securities	—		3,329			49		3,378
Commercial mortgage-backed securities	—		3,388			—		3,388
Other asset-backed securities	—		2,636			24		2,660
Total fixed maturities, including securities pledged	275		25,187			2,010		27,472

Equity securities	142		—			98		240
Derivatives:
Interest rate contracts	—		269			—		269
Foreign exchange contracts	—		43			—		43
Equity contracts	—		4			—		4

Embedded derivative on reinsurance	—		62			—		62
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	2,180		14			—		2,194
Assets held in separate accounts	93,081		5,703			363		99,147
Total assets	$	95,678	$	31,282		$	2,471	$	129,431
Liabilities:
Contingent consideration	$	—	$	—		$	49	$	49
Stabilizer and MCGs	—		—			10		10
Derivatives:
Interest rate contracts	3		305			—		308
Foreign exchange contracts	—		3			—		3
Equity contracts	—		3			—		3
Credit contracts	—		2			—		2
Embedded derivative on reinsurance	—		(11)		(2)	57		46
Total liabilities	$	3	$	302		$	116	$	421

(1) Primarily U.S. dollar denominated.

(2) The Company classifies the embedded derivative within liabilities given the underlying nature of the balance and the right-of-offset.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2023:


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

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

(1) Primarily U.S. dollar denominated.

(2) The Company classifies the embedded derivative within liabilities given the underlying nature of the balance and the right-of-offset.

Valuation of Financial Assets and Liabilities at Fair Value

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

on the amount that would be paid to transfer a liability to a third-party with an equal credit standing. Fair value is required to be a market-based measurement that is determined based on a hypothetical transaction at the measurement date, from a market participant’s perspective. The Company considers three broad valuation approaches when a quoted price is unavailable: (i) the market approach, (ii) the income approach and (iii) the cost approach. The Company determines the most appropriate valuation technique to use, given the instrument being measured and the availability of sufficient inputs. The Company prioritizes the inputs to fair valuation approaches and allows for the use of unobservable inputs to the extent that observable inputs are not available.

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

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

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

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

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

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

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

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Fair values of privately placed bonds are determined primarily using a matrix-based pricing model and are generally classified as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees and the Company’s evaluation of the borrower’s ability to compete in its relevant market. Using this data, the model generates estimated market values, which the Company considers reflective of the fair value of each privately placed bond.

Equity securities: Level 2 and Level 3 equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers.

Derivatives: Derivatives are carried at fair value, which is determined using the Company’s derivative accounting system in conjunction with observable key financial data from third-party sources, such as yield curves, exchange rates, S&P 500 Index prices, Overnight Index Swap ("OIS") rates, and Secured Overnight Financing Rate ("SOFR"). The Company uses SOFR discounting for valuations of interest rate derivatives; however, certain legacy positions may continue to be discounted on OIS. The Company uses OIS for valuations of collateralized interest rate derivatives, which are obtained from third-party sources. For those derivatives that are unable to be valued by the accounting system, the Company typically utilizes values established by third-party brokers. Counterparty credit risk is considered and incorporated in the Company’s valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company’s policy to transact only with investment grade counterparties with a credit rating of A- or better. The Company’s nonperformance risk is also considered and incorporated in the Company’s valuation process. The Company also has certain credit default swaps and options that are priced by third party vendors or by using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3. The remaining derivative instruments are valued based on market observable inputs and are classified as Level 2.

Contingent consideration: The fair value of the contingent consideration liability associated with the Company’s acquisitions uses unobservable inputs and as such are reported as Level 3. Unobservable inputs include projected revenues, duration of earnouts and other metrics as well as discount rate. Changes in the fair value of the contingent consideration are recorded in Operating expenses in the Company’s Condensed Consolidated Statements of Operations.

Stabilizer and MCGs: The Company records reserves for Stabilizer and MCG contracts containing guaranteed credited rates. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The estimated fair value is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract, the Company projects a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are projected under multiple capital market scenarios using observable risk-free rates and other best estimate assumptions. These derivatives are classified as Level 3 liabilities.

The discount rate used to determine the fair value of the Company's Stabilizer embedded derivative liabilities and MCG stand-alone derivative includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk"). The nonperformance risk adjustment incorporates a blend of observable, similarly rated peer holding company credit spreads, adjusted to reflect the credit quality of the individual insurance subsidiary that issued the guarantee, as well as an adjustment to reflect the non-default spreads and the priority and recovery rates of policyholder claims.

Embedded derivatives on reinsurance: The carrying value of embedded derivatives is estimated based upon the change in the fair value of the assets supporting the funds withheld payable under reinsurance agreements. The fair value of the embedded derivative is based on market observable inputs and is classified as Level 2. The remaining derivative instruments are classified as Level 3 and are estimated using the income approach. The fair value is calculated by estimating future cash flows for a certain discrete projection period, estimating the terminal value, if appropriate, and discounting these amounts to present value at a rate of return that considers the relative risk of the cash flows and the time value of money.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Level 3 Financial Instruments

The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by ASC Topic 820), including but not limited to liquidity spreads for investments within markets deemed not currently active. These valuations, whether derived internally or obtained from a third-party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In addition, the Company has determined, for certain financial instruments, an active market is such a significant input to determine fair value that the presence of an inactive market may lead to classification in Level 3. In light of the methodologies employed to obtain the fair values of financial assets and liabilities classified as Level 3, additional information is presented below.

Significant Unobservable Inputs

The Company's Level 3 fair value measurements of its fixed maturities, equity securities and equity and credit derivative contracts are primarily based on broker quotes for which the quantitative detail of the unobservable inputs is neither provided nor reasonably corroborated, thus negating the ability to perform a sensitivity analysis. The Company performs a review of broker quotes by performing a monthly price variance comparison and back tests broker quotes to recent trade prices.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Three Months Ended June 30, 2024
	Fair Value as of April 1		Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of June 30		Change In Unrealized Gains (Losses) Included in Earnings(3)		Change In Unrealized Gains (Losses) Included in OCI(3)
			Net Income		OCI
Fixed maturities, including securities pledged:
U.S. Government agencies and authorities	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(1)	$	—	$	—	$	—
U.S. corporate public securities	18		—		1		—		—		—		(7)		—		—		12		—		—
U.S. corporate private securities	1,455		—		(7)		74		—		(18)		(37)		—		(3)		1,464		—		(6)
Foreign corporate public securities and foreign governments(1)	—		—		—		17		—		—		—		—		—		17		—		—
Foreign corporate private securities(1)	448		—		(7)		20		—		(9)		(8)		—		—		444		—		(7)
Residential mortgage-backed securities	52		(3)		—		—		—		—		—		—		—		49		(3)		—

Other asset-backed securities	55		—		—		—		—		(11)		(2)		—		(18)		24		—		—
Total fixed maturities, including securities pledged	2,029		(3)		(13)		111		—		(38)		(54)		—		(22)		2,010		(3)		(13)

Equity securities, at fair value	99		(1)		—		—		—		—		—		—		—		98		(1)		—
Contingent consideration	(48)		(1)		—		—		—		—		—		—		—		(49)		—		—

Stabilizer and MCGs(2)	(8)		(2)		—		—		—		—		—		—		—		(10)		—		—

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

Assets held in separate accounts(4)	360		1		—		19		—		(12)		—		—		(5)		363		—		—

(1) Primarily U.S. dollar denominated.

(2) All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract by contract basis. These amounts are included in Net gains (losses) in the Condensed Consolidated Statements of Operations.

(3) For financial instruments still held as of June 30 amounts are included in Net investment income and Net gains (losses) in the Condensed Consolidated Statements of Operations or Unrealized gains (losses) on securities in the Condensed Consolidated Statements of Comprehensive Income.

(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Six Months Ended June 30, 2024
	Fair Value as of January 1		Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of June 30		Change In Unrealized Gains (Losses) Included in Earnings(3)		Change In Unrealized Gains (Losses) Included in OCI(3)
			Net Income		OCI
Fixed maturities, including securities pledged:
U.S. Government agencies and authorities	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(1)	$	—	$	—	$	—
U.S. corporate public securities	18		—		1		—		—		—		(7)		—		—		12		—		—
U.S. corporate private securities	1,526		—		(22)		136		—		(23)		(115)		—		(38)		1,464		—		(26)
Foreign corporate public securities and foreign governments(1)	—		—		—		17		—		—		—		—		—		17		—		—
Foreign corporate private securities(1)	436		—		(11)		21		—		(9)		(44)		51		—		444		—		(11)
Residential mortgage-backed securities	57		(4)		—		—		—		—		—		—		(4)		49		(4)		—

Other asset-backed securities	52		—		—		—		—		(12)		(3)		—		(13)		24		—		—
Total fixed maturities, including securities pledged	2,090		(4)		(32)		174		—		(44)		(169)		51		(56)		2,010		(4)		(37)

Equity securities, at fair value	96		2		—		—		—		—		—		—		—		98		2		—
Contingent consideration	(51)		—		—		—		—		—		2		—		—		(49)		—		—
Stabilizer and MCGs(2)	(9)		—		—		—		(1)		—		—		—		—		(10)		—		—
Embedded derivatives on reinsurance	(58)		1		—		—		—		—		—		—		—		(57)		—		—

Assets held in separate accounts(4)	348		1		—		35		—		(15)		—		5		(11)		363		—		—

(1) Primarily U.S. dollar denominated.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Three Months Ended June 30, 2023
	Fair Value as of April 1		Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of June 30		Change In Unrealized Gains (Losses) Included in Earnings(3)		Change In Unrealized Gains (Losses) Included in OCI(3)
			Net Income		OCI
Fixed maturities, including securities pledged:
U.S. Government agencies and authorities	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	—
U.S. corporate public securities	21		—		(1)		—		—		—		—		—		—		20		—		—
U.S. corporate private securities	1,800		—		(29)		20		—		(3)		(56)		—		—		1,732		—		(29)

Foreign corporate private securities(1)	441		1		—		19		—		—		(93)		45		—		413		1		—
Residential mortgage-backed securities	56		(3)		—		4		—		—		—		—		—		57		(3)		—

Other asset-backed securities	77		—		—		4		—		—		(1)		—		(35)		45		—		—
Total fixed maturities, including securities pledged	2,396		(2)		(30)		47		—		(3)		(150)		45		(35)		2,268		(2)		(29)

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

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

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

Assets held in separate accounts(4)	349		(8)		—		7		—		(7)		—		3		—		344		—		—

(1) Primarily U.S. dollar denominated.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Six Months Ended June 30, 2023
	Fair Value as of January 1		Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of June 30		Change In Unrealized Gains (Losses) Included in Earnings(3)		Change In Unrealized Gains (Losses) Included in OCI(3)
			Net Income		OCI
Fixed maturities, including securities pledged:
U.S. Government agencies and authorities	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	—
U.S. corporate public securities	20		—		—		—		—		—		—		—		—		20		—		—
U.S. corporate private securities	1,801		—		6		61		—		(3)		(133)		—		—		1,732		1		5
Foreign corporate public securities and foreign governments(1)	3		—		—		—		—		—		—		—		(3)		—		—		—
Foreign corporate private securities(1)	432		3		7		75		—		—		(181)		77		—		413		3		6
Residential mortgage-backed securities	28		(3)		—		32		—		—		—		—		—		57		(3)		—

Other asset-backed securities	64		—		—		4		—		—		(1)		—		(22)		45		—		—
Total fixed maturities, including securities pledged	2,349		—		13		172		—		(3)		(315)		77		(25)		2,268		1		11

Equity securities, at fair value	196		(4)		—		—		—		—		—		—		—		192		(3)		—
Contingent consideration	(112)		—		—		—		—		—		—		—		—		(112)		—		—
Stabilizer and MCGs(2)	(6)		4		—		—		(1)		—		—		—		—		(3)		—		—

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

Assets held in separate accounts(4)	347		(4)		—		7		—		(9)		—		3		—		344		—		—

(1) Primarily U.S. dollar denominated.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

For the three and six months ended June 30, 2024 and 2023, the transfers in and out of Level 3 for fixed maturities were due to the variation in inputs relied upon for valuation each quarter. Securities that are primarily valued using independent broker quotes when prices are not available from one of the commercial pricing services are reflected as transfers into Level 3. When securities are valued using more widely available information, the securities are transferred out of Level 3 and into Level 1 or 2, as appropriate.

Other Financial Instruments

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

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


	June 30, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Fixed maturities, including securities pledged	$	27,472	$	27,472	$	28,611	$	28,611
Equity securities	240		240		236		236
Mortgage loans on real estate	5,001		4,705		5,218		4,941
Policy loans	345		345		352		352
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements	2,194		2,194		2,165		2,165
Derivatives	316		316		311		311
Embedded derivatives on reinsurance	62		62		61		61
Other investments	64		64		64		64
Assets held in separate accounts	99,147		99,147		93,133		93,133
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)	$	31,715	$	33,354	$	32,848	$	34,856
Funding agreements with fixed maturities	1,200		1,208		1,175		1,178
Supplementary contracts, immediate annuities and other	594		531		628		571

Stabilizer and MCGs	10		10		9		9
Derivatives	316		316		371		371
Embedded derivative on reinsurance	46		46		49		49
Short-term debt	395		390		389		1
Long-term debt	1,707		1,613		2,097		1,998

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


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


Other investments			Level 2
Funding agreements without fixed maturities and deferred annuities			Level 3
Funding agreements with fixed maturities			Level 2
Supplementary contracts 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 deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA") for the periods indicated:



	DAC						VOBA (1)
	Wealth Solutions Deferred and Individual Annuities		Health Solutions Voluntary (2)		Businesses exited
Balance as of January 1, 2023	$	691	$	171	$	1,043	$	439
Deferrals of commissions and expenses	59		54		—		4
Amortization expense	(55)		(32)		(105)		(37)
Balance as of December 31, 2023	$	695	$	193	$	938	$	406
Deferrals of commissions and expenses	30		27		—		1
Amortization expense	(27)		(17)		(51)		(17)
Balance as of June 30, 2024	$	698	$	203	$	887	$	390

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

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

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


	June 30, 2024		December 31, 2023
DAC:
Wealth Solutions Deferred and Individual Annuities	$	698	$	695
Health Solutions Voluntary	203		193
Businesses exited	887		938
Other	18		18
VOBA	390		406
Total	$	2,196	$	2,250


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

6. Reserves for Future Policy Benefits and Contract Owner Account Balances

Health Solutions Group products include long-duration term life insurance, as well as long-term disability products that are mostly employer paid. Health Solutions Voluntary products include long-duration whole life insurance, critical illness, and accident and hospital indemnity insurance that are mostly employee paid. The following tables present the balances and changes in the liability for future policy benefits for Health Solutions Group, Health Solutions Voluntary and Businesses Exited as of June 30, 2024 and December 31, 2023.


	Health Solutions Group				Health Solutions Voluntary				Businesses Exited
	2024		2023		2024		2023		2024		2023
Present Value of Expected Net Premiums:
Balance at January 1	$	68	$	77	$	101	$	97	$	3,145	$	4,244
Beginning balance at original discount rate	71		84		102		100		2,992		4,128
Reclassifications (2)	(65)		—		65		—		—		—
Effect of change in cash flow assumptions	—		(6)		—		6		—		(921)
Effect of actual variances from expected experience	—		11		28		8		(122)		(91)
Adjusted balance at January 1	6		89		195		114		2,870		3,116
Interest accrual	—		2		4		4		81		196
Net premiums collected(1)	(1)		(20)		(17)		(16)		(158)		(320)
Ending balance at original discount rate	5		71		182		102		2,793		2,992
Effects of changes in discount rate assumptions	—		(3)		(9)		(1)		34		153
Balance at end of period	$	5	$	68	$	173	$	101	$	2,827	$	3,145


Present Value of Expected Future Policy Benefits:
Balance at January 1	$	899	$	881	$	307	$	285	$	7,538	$	8,639
Beginning balance at original discount rate	918		913		307		294		7,404		8,644
Reclassifications (2)	(150)		—		150		—		—		—
Effect of change in cash flow assumptions	18		(8)		9		13		32		(805)
Effect of actual variances from expected experience	(12)		(16)		26		9		(154)		(123)
Adjusted balance at January 1	774		889		492		316		7,282		7,716
Issuances	60		136		—		—		10		17
Interest accrual	11		24		9		14		187		412
Benefit payments	(61)		(131)		(22)		(23)		(347)		(741)
Ending balance at original discount rate	784		918		479		307		7,132		7,404
Effects of changes in discount rate assumptions	(27)		(19)		(24)		—		(123)		134
Balance at end of period	$	757	$	899	$	455	$	307	$	7,009	$	7,538


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


Net liability for future policy benefits	$	752	$	831	$	282	$	206	$	4,182	$	4,392
Less: Reinsurance recoverable	318		315		8		—		4,105		4,342
Net liability for future policy benefits, after reinsurance recoverable	$	434	$	516	$	274	$	206	$	77	$	50

(1) Net Premiums collected represent the portion of gross premiums collected from policyholders that is used to fund expected benefit payments.

(2) During the second quarter 2024, the Company reclassified certain insurance products within the Health Solutions from Group to Voluntary. The table was not updated to reflect the reclassification impact on the comparative information and the impacts were primarily related to Net premiums collected and Benefit payments of $(17) and $(17), respectively.

The reconciliation of the net liability for future policy benefits to the liability for future policy benefits in the Condensed Consolidated Balance Sheets is presented below:


	June 30, 2024		December 31, 2023
Health Solutions Group	$	752	$	831
Health Solutions Voluntary	282		206
Businesses Exited - Future policy benefits	4,182		4,392
Businesses Exited - Additional liability	1,958		2,001
Business Exited - Other	1,269		1,335
Other (1)	912		795
Total	$	9,355	$	9,560

(1) Primarily consists of short duration contracts.

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


	June 30, 2024				December 31, 2023
	Undiscounted		Discounted		Undiscounted		Discounted
Health Solutions Group
Expected future benefit payments	$	975	$	784	$	1,144	$	918
Expected future gross premiums	10		8		271		214
Health Solutions Voluntary
Expected future benefit payments	881		479		668		307
Expected future gross premiums	644		435		341		213

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


	Businesses exited
	June 30, 2024		December 31, 2023
Balance at beginning of period	$	2,001	$	2,107
Effect of change in cash flow assumptions	—		(44)
Effect of actual variances from expected experience	27		(100)
Adjusted balance at January 1	2,028		1,963
Interest accrual	42		84
Excess Benefits	(205)		(417)
Assessments	93		371
Balance at end of period	1,958		2,001
Less: Reinsurance recoverable	1,908		1,950
Net additional liability, after reinsurance recoverable	$	50	$	51


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the weighted average duration of the liability for future policy benefits and the weighted average interest rates for the periods indicated:


	Health Solutions Group				Health Solutions Voluntary				Businesses Exited
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Weighted average duration (in years)(1)	7		7		15		14		8		8
Interest accretion rate	4.0	%	4.0	%	5.1	%	5.2	%	4.9	%	4.9	%
Current discount rate	5.5	%	4.9	%	5.6	%	5.1	%	5.6	%	5.1	%

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

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

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


	Wealth Solutions Deferred Group and Individual Annuity				Businesses Exited
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Balance at January 1	$	31,139	$	33,622	$	4,635	$	5,146
Deposits	1,198		2,309		142		288
Fee income	(23)		(9)		(181)		(373)
Surrenders, withdrawals and benefits	(2,606)		(5,663)		(286)		(577)
Net transfers (from) to the general account(1)	39		(5)		—		10
Interest credited	424		885		87		141
Ending Balance	$	30,171	$	31,139	$	4,397	$	4,635


Weighted-average crediting rate	2.8		%	2.8		%	3.5		%	2.5		%
Net amount at risk (2)	$	98		$	123		$	698		$	734
Cash surrender value	$	29,715		$	30,676		$	1,343		$	1,491

(1) Net transfers (from) to the general account for Wealth Solutions includes transfers of $(712) and $(523) for 2024 and 2023, respectively, related to Voya-managed institutional/mutual fund plan assets in trust that are not reflected on the Condensed Consolidated Balance Sheets.

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

The following table shows a reconciliation of the Contract owner account balances to the Condensed Consolidated Balance Sheets for the periods indicated:



	June 30, 2024		December 31, 2023
Wealth Solutions Deferred group and individual annuity	$	30,171	$	31,139
Businesses exited	4,397		4,635
Non-puttable funding agreements	1,200		1,175
Business exited - Other	1,195		1,275
Other(1)	913		950
Total	$	37,876	$	39,174

(1) Primarily consists of universal life contracts.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Account Value(1)
	Excess of crediting rate over GMIR
	At GMIR		Up to .50% Above GMIR		0.51% - 1.00% Above GMIR		1.01% - 1.50% Above GMIR		1.51% - 2.00% Above GMIR		More than 2.00% Above GMIR		Total
As of June 30, 2024
Up to 1.00%	$	97	$	4,660	$	3,663	$	1,998	$	1,110	$	826	$	12,354
1.01% - 2.00%	473		122		50		7		2		6		660
2.01% - 3.00%	10,572		97		63		106		—		4		10,842
3.01% - 4.00%	8,628		152		—		10		—		—		8,790
4.01% and Above	1,515		81		—		—		—		—		1,596
Renewable beyond 12 months (2)	387		—		—		—		2		—		389
Total discretionary rate setting products	$	21,672	$	5,112	$	3,776	$	2,121	$	1,114	$	836	$	34,631


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

(1) Includes only the account values for investment spread products with GMIRs and discretionary crediting rates, net of policy loans. Excludes Stabilizer products, which are fee based.

(2) Represents multi year guaranteed annuity ("MYGA") contracts with renewal dates after June 30, 2024 and December 31, 2023 on which we are required to credit interest above the contractual GMIR for the next twelve months.

7. Reinsurance

The Company reinsures its business through a diversified group of reinsurers. However, the Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements. The Company monitors trends in arbitration and any litigation outcomes with its reinsurers. Collectability of reinsurance balances are evaluated by monitoring ratings and evaluating the financial strength of its reinsurers. Large reinsurance recoverable balances with offshore or other non-accredited reinsurers are secured through various forms of collateral, including secured trusts, funds withheld accounts and irrevocable letters of credit ("LOC").


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Information regarding the effect of reinsurance on the Condensed Consolidated Balance Sheets is as follows as of the periods indicated:


	Direct		Assumed		Ceded		Total, Net of Reinsurance
June 30, 2024
Assets
Premiums receivable	$	217	$	12	$	(226)	$	3
Reinsurance recoverable, net of allowance for credit losses	—		—		11,571		11,571
Total	$	217	$	12	$	11,345	$	11,574

Liabilities
Future policy benefits and contract owner account balances	$	46,310	$	921	$	—	$	47,231
Liability for funds withheld under reinsurance agreements	104		—		—		104
Total	$	46,414	$	921	$	—	$	47,335

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Premiums:
Direct premiums	$	1,025	$	902	$	2,054	$	1,810
Reinsurance assumed	4		5		11		15
Reinsurance ceded	(239)		(230)		(475)		(463)
Net premiums	$	790	$	677	$	1,590	$	1,362

Fee income:
Gross fee income	$	612	$	571	$	1,220	$	1,133
Reinsurance assumed	4		5		8		9
Reinsurance ceded	(99)		(102)		(198)		(204)
Net fee income	$	517	$	474	$	1,030	$	938

Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders	$	1,157	$	1,014	$	2,338	$	2,122
Reinsurance assumed	17		11		36		30
Reinsurance ceded	(331)		(343)		(680)		(719)
Net interest credited and other benefits to contract owners / policyholders	$	843	$	682	$	1,694	$	1,433

If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. As of June 30, 2024 and December 31, 2023, the Company had a deposit asset net of the allowance for credit losses of $1.1 billion and $1.2 billion, respectively, which is reported in Other assets on the Condensed Consolidated Balance Sheets.


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Voya Financial, 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 Wealth Solutions stabilizer and deferred annuity business, including a reconciliation to the Condensed Consolidated Balance Sheets, for the periods indicated:


	June 30, 2024						December 31, 2023
	Wealth Solutions Stabilizer		Wealth Solutions Deferred Annuity		Total		Wealth Solutions Stabilizer		Wealth Solutions Deferred Annuity		Total
Balance at January 1	$	7,175	$	82,310	$	89,485	$	7,196	$	69,152	$	76,348
Premiums and deposits	468		5,000		5,468		940		10,052		10,992
Fee income	(16)		(234)		(250)		(34)		(426)		(460)
Surrenders, withdrawals and benefits	(699)		(5,922)		(6,621)		(1,342)		(9,631)		(10,973)
Net transfers (from) to the separate account	—		(751)		(751)		—		(518)		(518)
Investment performance	49		7,781		7,830		415		13,681		14,096
Balance at end of period	$	6,977	$	88,184	$	95,161	$	7,175	$	82,310	$	89,485

Reconciliation to Condensed Consolidated Balance Sheets:
Other					3,986						3,648
Total Separate Account liabilities					$	99,147					$	93,133

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

Cash surrender value represents the amount of the contract holders' account balances distributable at the balance sheet date, less certain surrender charges. The cash surrender value for Wealth Solutions deferred annuity products was $88,159 and $82,286, as of June 30, 2024 and December 31, 2023, respectively.

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


	June 30, 2024		December 31, 2023
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	831	$	1,015

Corporate and foreign debt securities	2,728		2,528

Mortgage-backed securities	3,073		3,231
Equity securities (including mutual funds)	92,004		85,916

Cash, cash equivalents and short-term investments	356		399
Receivable for securities and accruals	155		44
Total	$	99,147	$	93,133

9. Segments

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

The Wealth Solutions segment provides tax-deferred, employer-sponsored retirement savings plans and administrative services to corporate, education, healthcare, other non-profit and government entities, and stable value products to institutional clients


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

where the Company may or may not be providing defined contribution products and services, as well as individual retirement accounts ("IRAs"), other retail financial products and comprehensive financial services to individual customers.

The Health Solutions segment provides stop loss, group life, voluntary employee-paid and disability products to mid-sized and large businesses as well as benefit administration software solutions to employers and health plans. On January 24, 2023, the Company completed its acquisition of Benefitfocus. The financial results of Benefitfocus are reported in the Health Solutions segment for periods after the acquisition.

The Investment Management segment provides investment products and retirement solutions across a broad range of geographies, market sectors, investment styles and capitalization spectrums. Products and services are offered to institutional clients, including public, corporate and union retirement plans, endowments and foundations and insurance companies, as well as individual investors and general accounts of the Company's insurance subsidiaries and are distributed through the Company's direct sales force, consultant channel and intermediary partners (such as banks, broker-dealers and independent financial advisers).

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

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

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

Measurement

Adjusted operating earnings before income taxes is a meaningful measure used by management to evaluate its business and segment performance. This measure enhances the understanding of the Company’s financial results by focusing on the operating performance and trends of the underlying core business segments by excluding items that tend to be highly variable from period to period based on capital market conditions and/or other factors. The Company uses the same accounting policies and procedures to measure segment Adjusted operating earnings before income taxes as it does for the directly comparable U.S. GAAP measure Income (loss) before income taxes. Adjusted operating earnings before income taxes does not replace Income (loss) before income taxes as the U.S. GAAP measure of the Company’s consolidated results of operations. Therefore, the Company believes that it is useful to evaluate both measures when reviewing the Company’s financial and operating performance. Each segment’s Adjusted operating earnings before income taxes is calculated by adjusting Income (loss) before income taxes for the following items:

•Net investment gains (losses), which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations, and changes in the fair value of derivative instruments, excluding gains (losses) associated with swap settlements and accrued interest. It also includes changes in the fair value of derivatives related to managed custody guarantees, net of related reserve increases (decreases), less the estimated cost of these benefits, changes in nonperformance spread, and changes in market risk benefits;

•Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business, amortization of intangible assets and residual run-off activity. Excluding this activity better reveals trends in the Company's core business and more closely aligns Adjusted operating earnings before income taxes with how the Company manages its segments;

•Income (loss) attributable to noncontrolling interests to which the Company is not economically entitled, such as Allianz's stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest or Allianz noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs;

•Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings before income taxes that are available to common shareholders;

•Other adjustments may include the following items:

◦Income (loss) related to early extinguishment of debt since the outcome of decisions to restructure debt are not indicative of normal operations;


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

◦Impairment of goodwill and intangible assets as these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;

◦Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions which are not indicative of current Operating expense fundamentals;

◦Expected return on plan assets net of interest costs associated with the Company's qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of the Company's pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments. These amounts do not reflect cash-settled expenses, and are not indicative of current Operating expense fundamentals; and

◦Other items not indicative of normal operations or performance of the Company's segments or related to events such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses attributable to vacant real estate. These items vary widely in timing, scope and frequency between periods as well as between companies to which the Company is compared. Accordingly, the Company adjusts for these items as management believes that these items distort the ability to make a meaningful evaluation of the current and future performance of the Company's segments.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Adjusted operating earnings before income taxes by segment:
Wealth Solutions	$	214	$	174	$	400	$	306
Health Solutions	60		124		119		218
Investment Management	64		63		117		105
Corporate	(54)		(54)		(118)		(123)
Total including Allianz noncontrolling interest	284		307		518		507
Less: Earning (loss) attributable to Allianz noncontrolling interest	13		13		24		21
Total	$	271	$	294	$	494	$	486

Adjustments:
Net investment gains (losses)	20		(38)		84		(47)


Income (loss) related to businesses exited or to be exited through reinsurance or divestment	(37)		(21)		(69)		(54)
Income (loss) attributable to noncontrolling interests	30		77		67		123


Dividend payments made to preferred shareholders	4		4		21		18
Other adjustments	(12)		(52)		(35)		(122)
Total adjustments to income (loss) before income taxes	5		(31)		68		(82)

Income (loss) before income taxes	$	276	$	263	$	563	$	404

Adjusted operating revenues is a measure of the Company's segment revenues. Each segment's Operating revenues are calculated by adjusting Total revenues to exclude the following items:

•Net investment gains (losses);

•Revenues related to businesses exited or to be exited through reinsurance or divestment;

•Revenues attributable to noncontrolling interests, which represents the attribution of results from consolidated VIEs or VOEs; and


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

•Other adjustments primarily reflect fee income earned by the Company's broker-dealers for sales of non-proprietary products, which are reflected net of commission expense in the Company's segments’ operating revenues, other items where the income is passed on to third parties and the elimination of intercompany investment expenses included in Adjusted operating revenues.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Adjusted operating revenues by segment:
Wealth Solutions	$	730	$	705	$	1,450	$	1,389
Health Solutions	892		775		1,798		1,549
Investment Management	234		226		468		455
Corporate	4		15		9		26
Total	$	1,860	$	1,721	$	3,724	$	3,419

Adjustments:
Net investment gains (losses)	16		(46)		62		(60)


Revenues related to businesses exited or to be exited through reinsurance or divestment	13		2		37		32
Revenues attributable to noncontrolling interests	102		128		167		188
Other adjustments	42		67		93		127
Total adjustments to revenues	173		151		360		288

Total revenues	$	2,033	$	1,871	$	4,084	$	3,706

Other Segment Information

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment Management intersegment revenues	$	19	$	22	$	39	$	44

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


	June 30, 2024		December 31, 2023
Wealth Solutions	$	126,897	$	122,318
Health Solutions	3,430		3,336
Investment Management	1,753		1,600
Corporate	25,083		25,527
Total assets, before consolidation(1)	157,163		152,781
Consolidation of investment entities	4,117		4,304


Total assets	$	161,280	$	157,085

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

10. Share-based Incentive Compensation Plans

The Company previously offered equity-based compensation awards to its employees and non-employee directors under various employee and non-employee incentive plans (together, the "Omnibus Plans"). On May 23, 2024, the Company's shareholders approved the Voya Financial, Inc. 2024 Omnibus Incentive Plan (the "2024 Omnibus Plan"), which is a successor to the Omnibus Plans, and no further grants shall be made pursuant to the Omnibus Plans. The 2024 Omnibus Plan provides for 8,000,000 shares of common stock to be initially available for issuance as equity-based compensation awards, less one share for every one share granted under the Omnibus Plans after December 31, 2023 and prior to the effective date of the 2024 Omnibus Plan. As of June 30, 2024, common stock reserved and available for issuance under the 2024 Omnibus Plan was 6,911,880 shares.

Compensation Cost

The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Restricted Stock Unit (RSU) awards	$	13	$	16	$	36	$	53
Performance Stock Unit (PSU) awards	10		10		26		36


Total share-based compensation expense	23		26		62		89
Income tax benefit	6		7		16		22
After-tax share-based compensation expense	$	17	$	19	$	46	$	67

Awards Outstanding

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


	RSU Awards				PSU Awards
(awards in millions)	Number of Awards		Weighted Average Grant Date Fair Value			Number of Awards		Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2024	2.0		$	67.06		2.2		$	61.17
Adjustment for PSU performance factor	—		—			(0.1)		46.94
Granted	0.8		67.64			0.7		59.21
Vested	(0.8)		64.87			(0.6)		53.55
Forfeited	—	*	69.40			—	*	70.34
Outstanding as of June 30, 2024	2.0		$	68.02		2.2		$	63.44

*Less than 0.1

The following table summarizes the number of options under the Omnibus Plans for the periods indicated:


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

Granted	—	—
Exercised	(0.2)	43.18
Forfeited	—	50.03
Outstanding as of June 30, 2024	1.0	$	45.11

Vested, exercisable, as of June 30, 2024	1.0	$	45.11


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

11. Shareholders' Equity

Common Shares

The following table presents the rollforward of common shares used in calculating the weighted average shares utilized in the basic earnings per common share calculation for the periods indicated:


	Common Shares

(shares in millions)	Issued		Held in Treasury	Outstanding
Balance, January 1, 2023	97.8		0.6	97.2
Common shares issued	9.7		—	9.7
Common shares acquired - share repurchase	—		5.4	(5.4)
Share-based compensation	2.1		0.7	1.4
Treasury stock retirement	(6.0)		(6.0)	—
Balance, December 31, 2023	103.6		0.7	102.9
Common shares issued	—	*	—	—
Common shares acquired - share repurchase	—		4.9	(4.9)
Share-based compensation	1.6		0.6	1.0
Balance, June 30, 2024	105.2		6.2	99.0

*Less than 0.1

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Dividends declared per share of common stock	$	0.40	$	0.20	$	0.80	$	0.40

Share Repurchase Program

From time to time, the Company's Board of Directors authorizes the Company to repurchase shares of its common stock. These authorizations permit stock repurchases up to a prescribed dollar amount and generally may be accomplished through various means, including, without limitation, open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase, or automatic repurchase transactions, including through 10b5-1 plans, or tender offers. Share repurchase authorizations typically expire if unused by a prescribed date.

As of June 30, 2024, the Company's remaining repurchase capacity under the Board's prior authorization was $551. This share repurchase authorization expires on June 30, 2025 (unless extended) and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board of Directors at any time.

During the six months ended June 30, 2024, the Company repurchased 4.9 million shares of common stock for $346.

Subsequent to June 30, 2024, the Company repurchased 871,636 shares pursuant to a 10b5-1 plan for $63.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Preferred Stock

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


	June 30, 2024		December 31, 2023
Series	Issued	Outstanding	Issued	Outstanding
7.758% Non-cumulative Preferred Stock, Series A	325,000	325,000	325,000	325,000
5.35% Non-cumulative Preferred Stock, Series B	300,000	300,000	300,000	300,000
Total	625,000	625,000	625,000	625,000

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


	Series A				Series B
Three Months Ended June 30,	Per Share		Aggregate		Per Share		Aggregate
2024	$	—	$	—	$	13.375	$	4
2023	—		—		13.375		4
Six Months Ended June 30,
2024	38.790		13		26.750		8
2023	30.625		10		26.750		8

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

12. Earnings per Common Share

The following table presents a reconciliation of Net income (loss) and shares used in calculating basic and diluted net income (loss) per common share for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except for per share data)	2024		2023		2024		2023
Earnings
Net income (loss) available to common shareholders:
Net income (loss)	$	235	$	235	$	523	$	364
Less: Preferred stock dividends	4		4		21		18
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest	30		77		67		123


Net income (loss) available to common shareholders	$	201	$	154	$	435	$	223

Weighted average common shares outstanding
Basic	100.4		103.0		101.2		100.4
Dilutive Effects:
Warrants(1)	—		4.0		—		6.5
RSUs	1.0		1.1		1.1		1.1
PSUs	0.5		1.2		0.7		1.2
Stock Options	0.4		0.5		0.4		0.5
Diluted	102.3		109.8		103.4		109.7

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


Basic	$	2.00	$	1.50	$	4.29	$	2.22



Diluted	$	1.96	$	1.41	$	4.20	$	2.03

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

(2) Basic and diluted earnings per share are calculated using unrounded, actual amounts. Therefore, the components of earnings per share may not sum to its corresponding total. Diluted earnings per share is computed assuming the issuance of restricted stock units, stock options, performance share units and warrants using the treasury stock method.

13. Accumulated Other Comprehensive Income (Loss)

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


	June 30,
	2024		2023
Fixed maturities, net of impairment	$	(2,676)	$	(2,963)

Derivatives(1)	66		98





Change in current discount rate	(818)		(827)
Deferred income tax asset (liability)(2)	843		898
Total	(2,585)		(2,794)
Pension and other postretirement benefits liability, net of tax	2		3
AOCI	$	(2,583)	$	(2,791)

(1) Gains and losses reported in AOCI from hedge transactions that resulted in the acquisition of an identified asset are reclassified into earnings in the same period or periods during which the asset acquired affects earnings. As of June 30, 2024, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $14.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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



	Three Months Ended June 30, 2024
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(185)		$	38	$	(147)



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	8			(2)		6



Change in unrealized gains/losses on available-for-sale securities	(177)			36		(141)

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

Change in current discount rate	34			(7)		27



Change in Accumulated other comprehensive income (loss)	$	(144)		$	30	$	(114)

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



	Six Months Ended June 30, 2024
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(330)		$	68	$	(262)



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	24			(5)		19



Change in unrealized gains (losses) on available-for-sale securities	(306)			63		(243)
Derivatives:
Derivatives	11		(1)	(2)		9
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(8)			2		(6)
Change in unrealized gains (losses) on derivatives	3			—		3

Change in current discount rate	72			(15)		57



Change in Accumulated other comprehensive income (loss)	$	(231)		$	48	$	(183)

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Three Months Ended June 30, 2023
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(343)		$	72	$	(271)



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	15			(3)		12




Change in unrealized gains (losses) on available-for-sale securities	(328)			69		(259)
Derivatives:
Derivatives	(6)		(1)	1		(5)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(5)			1		(4)
Change in unrealized gains (losses) on derivatives	(11)			2		(9)

Change in current discount rate	28			(6)		22




Change in Accumulated other comprehensive income (loss)	$	(311)		$	65	$	(246)

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



	Six Months Ended June 30, 2023
	Before-Tax Amount			Income Tax (Benefit)		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	318		$	(67)	$	251



Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations	14			(3)		11




Change in unrealized gains (losses) on available-for-sale securities	332			(70)		262
Derivatives:
Derivatives	(18)		(1)	4		(14)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(10)			2		(8)
Change in unrealized gains (losses) on derivatives	(28)			6		(22)

Change in current discount rate	30			(6)		24




Change in Accumulated other comprehensive income (loss)	$	334		$	(70)	$	264

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

14. Revenue from Contracts with Customers

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Wealth Solutions:
Advisory and recordkeeping and administration	$	157	$	124	$	300	$	244
Distribution and shareholder servicing	32		30		66		59

Investment Management:
Advisory, asset management and recordkeeping and administration	242		232		484		462
Distribution and shareholder servicing	40		32		79		64

Health Solutions:
Recordkeeping and administration	7		4		12		11
Software subscriptions and services	50		54		104		114
Corporate:
Recordkeeping and administration	—		5		2		17


Total financial services and software subscriptions and services revenue	528		481		1,047		971
Revenue from other sources(1)	87		79		169		131
Total Fee income and Other revenue	$	615	$	560	$	1,216	$	1,102

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

Net receivables of $297 and $339 are included in Other assets on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively.

15. Income Taxes

The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including changes in the realizability of deferred tax assets and changes in liabilities for uncertain tax positions, are excluded from the estimated annual effective tax rate and the actual tax expense or benefit is reported in the period the related item is incurred.

The Company's effective tax rate for the three months ended June 30, 2024 was 15.0%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the dividends received deduction ("DRD"), noncontrolling interest and tax credits.

The Company's effective tax rate for the six months ended June 30, 2024 was 7.1%. The effective tax rate differed from the statutory rate of 21% primarily due to the Security Life of Denver Company capital loss carryback as discussed below, the effect of the DRD, noncontrolling interest and tax credits.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The Company's effective tax rates for the three and six months ended June 30, 2023 were 10.6% and 9.9%, respectively. The effective tax rates differed from the statutory rate of 21% primarily due to noncontrolling interest, the effect of the DRD and tax credits.

Valuation allowances are provided when it is considered more likely than not that some portion or all of the deferred tax assets ("DTAs") will not be realized. The Company reviews all available positive and negative evidence to determine if a valuation allowance is recorded, including historical and projected pre-tax book income, tax planning strategies and reversals of temporary differences. As of June 30, 2024, the Company had year-to-date losses on securities of $303 in Other comprehensive income, which increased the related DTA. However, operating income remained positive for the period and was largely consistent with the 2023 year-end valuation allowance analysis. After evaluating the positive and negative evidence, the Company did not change its judgement regarding the realization of DTAs. For more information related to the valuation allowance, refer to the Income Taxes Note to the Consolidated Financial Statements included in Part II, Item 8. of the Annual Report on Form 10-K.

Tax Regulatory Matters

For the tax years 2022 through 2024, the Company participates in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"), which is a continuous audit program provided by the IRS. For the 2023 tax year, the Company is in the Compliance Maintenance Bridge ("Bridge") phase of CAP. In the Bridge phase, the IRS did not conduct any review or provide any letters of assurance for that tax year. For the 2024 tax year, the Company is in the Compliance Maintenance Bridge Plus ("Bridge Plus") phase of CAP. In the Bridge Plus phase, the IRS will review the tax return and issue either a full or partial acceptance letter upon completion of review.

Tax Legislative Matters

In August 2022, the Inflation Reduction Act was signed into law creating the corporate alternative minimum tax ("CAMT"). The IRS has only issued limited guidance on the CAMT, and uncertainty remains regarding the application of and potential adjustments to the CAMT. The Company is not subject to the CAMT based on this guidance and will continue to evaluate the applicability as more guidance is provided.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

16. Financing Agreements

Short-term and Long-term Debt

The following table summarizes the carrying value of the Company’s debt issued or borrowed and outstanding as of the periods indicated:


	Issuer	Maturity	June 30, 2024		December 31, 2023




3.976% Senior Notes, due 2025 (2)(3)	Voya Financial, Inc.	02/15/2025	$	395	$	390
3.65% Senior Notes, due 2026 (2)(3)	Voya Financial, Inc.	06/15/2026	446		446
5.7% Senior Notes, due 2043 (2)(3)	Voya Financial, Inc.	07/15/2043	395		396
4.8% Senior Notes, due 2046 (2)(3)	Voya Financial, Inc.	06/15/2046	297		297
4.7% Fixed-to-Floating Rate Junior Subordinated Notes, due 2048	Voya Financial, Inc.	01/23/2048	336		336


7.625% Voya Holdings Inc. debentures, due 2026(1)	Voya Holdings, Inc.	08/15/2026	139		139
6.97% Voya Holdings Inc. debentures, due 2036(1)	Voya Holdings, Inc.	08/15/2036	79		79
8.42% Equitable of Iowa Companies Capital Trust II Notes, due 2027	Equitable of Iowa Capital Trust II	04/01/2027	13		13


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



Subtotal			2,102		2,098
Less: Current portion of long-term debt			395		1
Total			$	1,707	$	2,097

(1) Guaranteed by ING Group.

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

(3) Guaranteed by Voya Holdings.

As of June 30, 2024, the Company was in compliance with its debt covenants.

Aetna Notes

As of June 30, 2024, outstanding principal amount of the 7.625% Voya Holdings Inc. debentures, due 2026 and 6.97% Voya Holdings Inc. debentures, due 2036 (collectively, the "Aetna Notes") was $218, which is guaranteed by ING Group. As of June 30, 2024, the Company provided $228 of collateral benefiting ING Group, comprised of a deposit of $216 to a control account with a third-party collateral agent and $12 of letter of credit. The collateral may be exchanged at any time upon the posting of any other form of acceptable collateral to the account.

Credit Facilities

The Company uses credit facilities as part of its capital management practices. Total fees associated with credit facilities for the six months ended June 30, 2024 and 2023 were immaterial.

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


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

























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


Total					$	512		$	12		$	500

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Put Option Agreement for Senior Debt Issuance

During 2015, the Company entered into an off-balance sheet 10-year put option agreement with a Delaware trust formed by the Company, in connection with the sale by the trust of pre-capitalized trust securities ("P-Caps"), that provides Voya Financial, Inc. the right, at any time over a 10-year period, to issue up to $500 principal amount of its 3.976% Senior Notes due 2025 ("3.976% Senior Notes") to the trust and receive in exchange a corresponding principal amount of U.S. Treasury securities that are held by the trust. The 3.976% Senior Notes will not be issued unless and until the put option is exercised. In return, the Company pays a semi-annual put premium to the trust at a rate of 1.875% per annum applied to the unexercised portion of the put option and reimburses the trust for its expenses. The put premium and expense reimbursements are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. If and when issued, the 3.976% Senior Notes will be guaranteed by Voya Holdings.

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

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

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

Senior Unsecured Credit Facility Agreement

As of June 30, 2024, the Company had a $500 senior unsecured credit facility with a syndicate of banks which expires May 1, 2028. The facility provides $500 of committed capacity for revolving loan borrowings and letters of credit issuances, including a sublimit for swingline (short-term) loans in an aggregate amount of up to $25. As of June 30, 2024, there were no amounts outstanding as revolving credit borrowings, no amounts of LOCs outstanding, and no amounts of swingline loans outstanding under the senior unsecured credit facility. Under the terms of the facility, the Company is required to maintain a minimum net worth of $4.998 billion, which may increase upon any future equity issuances by the Company.

17. Commitments and Contingencies

Leases

During the three and six months ended June 30, 2024, there was no impairment on the Company's right-of-use asset associated with leased office space. During the three and six months ended June 30, 2023, the Company recorded an impairment of $12 and $14, respectively, on its right-of-use asset associated with leased office space. The impairments are included in Operating expenses in the Condensed Consolidated Statements of Operations.

Commitments

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

As of June 30, 2024, the Company had off-balance sheet commitments to acquire mortgage loans of $71 and purchase limited partnerships and private placement investments of $1,230, of which $421 related to consolidated investment entities.

Restricted Assets

The Company is required to maintain assets on deposit with various regulatory authorities to support its insurance operations. The Company may also post collateral in connection with certain securities lending, repurchase agreements, funding agreements, credit facilities and derivative transactions. The components of the fair value of the restricted assets were as follows as of the dates indicated:


	June 30, 2024		December 31, 2023
Fixed maturity collateral pledged to FHLB(1)	$	1,809	$	1,956
FHLB restricted stock(2)	63		64
Fixed maturities-state and other deposits	39		37
Cash and cash equivalents	24		25
Securities pledged(3)	1,274		1,160
Total restricted assets	$	3,209	$	3,242

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

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

(3) Includes the fair value of loaned securities of $941 and $842 as of June 30, 2024 and December 31, 2023, respectively. In addition, as of June 30, 2024 and December 31, 2023, the Company delivered securities as collateral of $171 and $201, respectively, and repurchase agreements of $162 and $117, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the Condensed Consolidated Balance Sheets.

Federal Home Loan Bank Funding Agreements

The Company is a member of the FHLB of Des Moines and the FHLB of Boston and is required to pledge collateral to back funding agreements issued to the FHLB. As of June 30, 2024 and December 31, 2023, the Company had $1,200 and $1,175, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. As of June 30, 2024 and December 31, 2023, assets with a market value of approximately $1,809 and $1,956, respectively, collateralized the FHLB funding agreements. Assets pledged to the FHLB are included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.

Litigation, Regulatory Matters and Contingencies

Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters, arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. The variability in pleading requirements and past experience demonstrate that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim.

As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. For example, the Company is cooperating with a publicly reported, industry-wide investigation by the SEC regarding compliance with certain record-keeping requirements for business-related electronic communications on unapproved channels.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of June 30, 2024, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $100.

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

Litigation includes Ravarino, et al. v. Voya Financial, Inc., et al. (USDC District of Connecticut, No. 3:21-cv-01658)(filed December 14, 2021). In this putative class action, the plaintiffs allege that the named defendants breached their fiduciary duties of prudence and loyalty in the administration of the Voya 401(k) Savings Plan. The plaintiffs claim that the named defendants did not exercise proper prudence in their management of allegedly poorly performing investment options, including proprietary funds, and passed excessive investment-management and other administrative fees for proprietary and non-proprietary funds onto plan participants. The plaintiffs also allege that the defendants engaged in self-dealing through the inclusion of the Voya Stable Value Option into the plan offerings and by setting the “crediting rate” for participants’ investment in the Stable Value Fund artificially low in relation to Voya’s general account investment returns in order to maximize the spread and Voya’s profits at the participants’ expense. The complaint seeks disgorgement of unjust profits as well as costs incurred. On June 13, 2023, the Court issued a ruling granting in part and denying in part Voya's motion to dismiss. The court largely dismissed the claims for breach of fiduciary duty. The remaining claims concern allegations of breaches of the ERISA prohibited transactions rule and a claim for failure to monitor the Voya Small Cap Growth fund. The Company continues to deny the allegations, which it believes are without merit, and intends to defend the case vigorously.

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

Contingencies related to Performance-based Capital Allocations on Private Equity Funds

Certain performance-based capital allocations related to sponsored private equity funds ("carried interest") are not final until the conclusion of an investment term specified in the relevant asset management contract. As a result, such carried interest, if accrued or paid to the Company during such term, is subject to later adjustment based on subsequent fund performance. If the fund’s cumulative investment return falls below specified investment return hurdles, some or all of the previously accrued carried interest is reversed to the extent that the Company is no longer entitled to the performance-based capital allocation. Should the fund’s cumulative investment return subsequently increase above specified investment return hurdles in future periods, previous reversals could be fully or partially recovered.

As of June 30, 2024, approximately $93 of previously accrued carried interest would be subject to full or partial reversal in future periods if cumulative fund performance hurdles are not maintained throughout the remaining life of the affected funds.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

18. Consolidated and Nonconsolidated Investment Entities

The Company holds variable interests in certain investment entities in the form of debt or equity investments, as well as the right to receive management fees, performance fees, and carried interest. The Company consolidates certain entities under the VIE guidance when it is determined that the Company is the primary beneficiary. Alternatively, certain entities are consolidated under the VOE guidance when control is obtained through voting rights. Refer to the Condensed Consolidated Balance Sheets for the assets and liabilities of the Company's consolidated investment entities.

The Company has no right to the benefits from, nor does it bear the risks associated with consolidated investment entities beyond the Company’s direct equity and debt investments in and management fees generated from these entities. Such direct investments amounted to approximately $371 and $316 as of June 30, 2024 and December 31, 2023, respectively. If the Company were to liquidate, the assets held by consolidated investment entities would not be available to the general creditors of the Company as a result of the liquidation.

Consolidated VIEs and VOEs

Collateral Loan Obligations Entities ("CLOs")

The Company is involved in the design, creation, and the ongoing management of CLOs. These entities are created for the purpose of acquiring diversified portfolios of senior secured floating rate leveraged loans, and securitizing these assets by issuing multiple tranches of collateralized debt; thereby providing investors with a broad array of risk and return profiles. Also known as collateralized financing entities under ASC Topic 810, CLOs are variable interest entities by definition.

In return for providing collateral management services, the Company earns investment management fees and contingent performance fees. In addition to earning fee income, the Company often invests in the subordinated debt of entities formed to be the issuers of CLO offerings during their warehouse periods. The Company’s investments in these CLOs are repaid when the CLOs’ warehouse periods are closed and the CLO offerings are issued. The Company performs ongoing monitoring of the consolidation assessment for CLOs during and after their warehouse periods to determine if the Company remains the primary beneficiary of the CLOs. The fee income earned and investments held are included in the Company's ongoing consolidation assessment for each CLO. The Company was the primary beneficiary of 6 and 5 CLOs as of June 30, 2024 and December 31, 2023, respectively.

Limited Partnerships ("LPs")

The Company invests in and manages various limited partnerships, including private equity funds and hedge funds. The LPs generally have a ten-year life and a specified period during which investors can subscribe for limited partnership interests. Once the investors are admitted as limited partners, the investors are required to contribute capital when called by the general partners. The purpose of the LPs is to obtain subscriptions from limited partners and maximize the return to their partners by assembling a diversified portfolio of investments in private equity funds and other securities or assets with similar risk and return characteristics primarily through secondary market purchases. The majority of the investors in the LPs are unrelated parties to the Company. In return for subscriptions, each partner receives an equity interest in the LPs in proportion to its respective investment. These entities have been evaluated by the Company and are determined to be VIEs due to the equity holders, as a group, lacking the characteristics of a controlling financial interest.

In return for serving as the general partner of and providing investment management services to these entities, the Company earns management fees and carried interest in the normal course of business. Additionally, the Company often holds an investment in each limited partnership it manages, generally in the form of general partner and limited partner interests. The fee income, carried interest, and investments held are included in the Company’s ongoing consolidation analysis for each limited partnership. The Company consolidated 13 and 11 partnerships as of June 30, 2024 and December 31, 2023, respectively.

The noncontrolling interest related to partnerships decreased from $1,685 at December 31, 2023 to $1,643 at June 30, 2024. Changes in market value, consolidations, deconsolidations, contributions, and distributions related to these investments in the funds directly impact the noncontrolling interest component of Shareholders' equity on the Company's Condensed Consolidated Balance Sheets. The change in noncontrolling interest was primarily driven by an increase in net distributions, partially offset


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

by favorable market appreciation in limited partnership investments. The Company records the noncontrolling interest using a lag methodology relying on the most recent financial information available.

Fair Value Measurement

Upon consolidation, the Company elected to apply the FVO for financial assets and financial liabilities held by CLOs and continued to measure these assets (primarily corporate loans) and liabilities (debt obligations issued by CLOs) at fair value in subsequent periods. The Company has elected the FVO to more closely align its accounting with the economics of its transactions and allows the Company to more effectively align changes in the fair value of CLO assets with a commensurate change in the fair value of CLO liabilities.

Investments held by consolidated private equity funds are measured and reported at fair value in the Company's Condensed Consolidated Financial Statements. Changes in the fair value of consolidated investment entities are recorded as a separate line item within Income (loss) related to consolidated investment entities in the Company's Condensed Consolidated Statements of Operations.

The methodology for measuring the fair value of financial assets and liabilities of consolidated investment entities, and the classification of these measurements in the fair value hierarchy is consistent with the methodology and classification applied by the Company to its investment portfolio, as discussed within the Fair Value Measurements (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements.

As discussed in more detail below, the Company utilizes valuations obtained from third-party commercial pricing services, brokers and investment sponsors or third-party administrators that supply NAV (or its equivalent) per share used as a practical expedient. The valuations obtained from brokers and third-party commercial pricing services are non-binding. These valuations are reviewed on a monthly or quarterly basis depending on the entity and its underlying investments. Procedures include, but are not limited to, a review of underlying fund investor reports, review of top and worst performing funds requiring further scrutiny, review of variance from prior periods and review of variance from benchmarks, where applicable. In addition, the Company considers both macro and fund specific events that may impact the latest NAV supplied and determines if further adjustments of value should be made. Such changes, if any, are subject to senior management review.

When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3. Broker quotes and prices obtained from pricing services are reviewed and validated through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

Cash and Cash Equivalents

The carrying amounts for cash reflect the assets’ fair values. The fair value for cash equivalents is determined based on quoted market prices. These assets are classified as Level 1.

CLOs

Corporate loans: Corporate loan investments, which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans maturing at various dates between 2024 and 2032, paying interest at SOFR, EURIBOR or PRIME plus a spread of up to 9.2%. As of June 30, 2024 and December 31, 2023, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $21 and $46, respectively. Less than 1.0% of the collateral loans were in default as of June 30, 2024 and December 31, 2023.

The fair values for corporate loans are determined using independent commercial pricing services. Fair value measurement based on pricing services may be classified in Level 2 or Level 3 depending on the type, complexity, observability and liquidity of the asset being measured. The inputs used by independent commercial pricing services, such as benchmark yields and credit risk adjustments, are those that are derived principally from or corroborated by observable market data. Hence, the fair value measurement of corporate loans priced by independent pricing service providers is classified within Level 2 of the fair value hierarchy. In addition, there are assets held with CLO portfolios that represent senior level debt of other third party CLOs.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

These CLO investments are classified within Level 3 of the fair value hierarchy. See description of fair value process for CLO notes below.

CLO notes: The CLO notes are backed by diversified loan portfolios consisting primarily of senior secured floating rate leveraged loans. Repayment risk is segmented into tranches with credit ratings of these tranches reflecting both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it. The most subordinated tranche bears the first loss and receives the residual payments, if any. The interest rates are generally variable rates based on SOFR or EURIBOR plus a pre-defined spread, which varies from 1.0% for the more senior tranches to 8.8% for the more subordinated tranches. CLO notes mature in 2034 and 2036, and have a weighted average maturity of 11 years as of June 30, 2024. The investors in this debt are not affiliated with the Company and have no recourse to the general credit of the Company for this debt.

The fair values of the CLO notes are measured based on the fair value of the CLO's corporate loans, as the Company uses the measurement alternative available under ASU 2014-13 and determined that the inputs for measuring financial assets are more observable. The CLO notes are classified within Level 2 of the fair value hierarchy, consistent with the classification of the majority of the CLO financial assets.

The Company reviews the detailed prices including comparisons to prior periods for reasonableness. The Company utilizes a formal pricing challenge process to request a review of any price during which time the vendor examines its assumptions and relevant market inputs to determine if a price change is warranted.

The following narrative indicates the sensitivity of inputs:

•Default Rate: An increase (decrease) in the expected default rate would likely increase (decrease) the discount margin (increase risk premium) used to value the CLO investments and CLO notes and, as a result, would potentially decrease the value of the CLO investments and CLO notes.

•Recovery Rate: A decrease (increase) in the expected recovery of defaulted assets would potentially decrease (increase) the valuation of CLO investments and CLO notes.

•Prepayment Rate: A decrease (increase) in the expected rate of collateral prepayments would potentially decrease (increase) the valuation of CLO investments and CLO notes as the expected weighted average life ("WAL") would increase (decrease).

•Discount Margin (spread over SOFR): An increase (decrease) in the discount margin used to value the CLO investments and CLO notes would decrease (increase) the value of the CLO investments and CLO notes.

Private Equity Funds

As prescribed in ASC Topic 820, the unit of account for these investments is the interest in the investee fund. The Company owns an undivided interest in the fund portfolio and does not have the ability to dispose of individual assets and liabilities in the fund portfolio. Rather, the Company would be required to redeem or dispose of its entire interest in the investee fund. There is no current active market for interests in underlying private equity funds.

Valuation is generally based on the valuations provided by the fund's general partner or investment manager. The valuations typically reflect the fair value of the Company's capital account balance of each fund investment, including unrealized capital gains (losses), as reported in the financial statements of the respective investee fund as of the respective year end or the latest available date. In circumstances where fair values are not provided, the Company seeks to determine the fair value of fund investments based upon other information provided by the fund's general partner or investment manager or from other sources.

The fair value of securities received in-kind from fund investments is determined based on the restrictions around the securities.

•Unrestricted, publicly traded securities are valued at the closing public market price on the reporting date;

•Restricted, publicly traded securities may be valued at a discount from the closing public market price on the reporting date, depending on the circumstances; and

•Privately held securities are valued by the directors/general partner of the investee fund, based on a variety of factors, including the price of recent transactions in the company's securities and the company's earnings, revenue and book value.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

In the case of direct investments or co-investments in private equity companies, the Company initially recognizes investments at cost and subsequently adjusts investments to fair value. On a quarterly basis, the Company reviews the general partner or lead investor's valuation of the investee company, taking into account other available information, such as indications of a market value through subsequent issues of capital or transactions between third parties, performance of the investee company during the period and public, comparable companies' analysis, where appropriate.

Investments in these funds typically may not be fully redeemed at net asset value ("NAV") within 90 days because of inherent restriction on near term redemptions.

As of June 30, 2024, certain private equity funds maintained revolving lines of credit of $1,313. As of December 31, 2023, certain private equity funds maintained term loans and revolving lines of credit of $1,330. The term loans were fully paid off during the six months ended June 30, 2024, and the revolving lines of credit are eligible for renewal every three years; all loans bear interest at EURIBOR or SOFR plus 140 - 240 bps. The lines of credit are used for funding transactions before capital is called from investors, as well as for the financing of certain purchases. As of June 30, 2024 and December 31, 2023, outstanding borrowings amount to $1,163 and $1,198, respectively. The borrowings are reflected in Liabilities related to consolidated investment entities - Other liabilities on the Company's Condensed Consolidated Balance Sheets. The borrowings are carried at an amount equal to the unpaid principal balance.

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of June 30, 2024:


	Level 1		Level 2		Level 3		NAV		Total
Assets
VIEs
Cash and cash equivalents	$	111	$	—	$	—	$	—	$	111
Corporate loans	—		1,216		—		—		1,216
Limited partnerships/corporations	—		—		—		2,991		2,991
VOE
Cash and cash equivalents	3		—		—		—		3

Other investments(1)	—		—		—		49		49

Total assets	$	114	$	1,216	$	—	$	3,040	$	4,370
Liabilities
VIEs
CLO notes	$	—	$	1,121	$	—	$	—	$	1,121
Total liabilities	$	—	$	1,121	$	—	$	—	$	1,121
(1) VOE - Other investments are reflected in Assets related to consolidated investment entities - Other assets on the Company's Condensed Consolidated Balance Sheets.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


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





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

Transfers of investments out of Level 3 and into Level 2 or Level 1, if any, are recorded as of the beginning of the period in which the transfer occurred. For the three and six months ended June 30, 2024 and 2023, there were no transfers in or out of Level 3 or transfers between Level 1 and Level 2.

Deconsolidation of Certain Investment Entities

Certain investment entities that have historically been consolidated in the financial statements may require deconsolidation as of the reporting period because: (a) such funds have been liquidated or dissolved; or (b) the Company is no longer deemed to be the primary beneficiary of the VIEs/VOEs as it no longer has a controlling financial interest.

The change in CLO’s consolidation status due to the close of the warehouse and the launch of the CLO do not meet the criteria described above as this transaction represents normal business operations of the entity. Refer to the CLO life cycle described above.

The Company had two deconsolidations during the three and six months ended June 30, 2024. The Company had one deconsolidation during the three and six months ended June 30, 2023. Because the Company was no longer deemed to be the primary beneficiary of the VIEs, it no longer had a controlling financial interest in the entities. For deconsolidated investment entities, the Company continues to serve as the general partner and/or investment manager until such entities are fully liquidated.

Nonconsolidated VIEs

The Company also holds variable interest in certain CLOs and LPs that are not consolidated as it has been determined that the Company is not the primary beneficiary.

CLOs

As of June 30, 2024 and December 31, 2023, the Company held $437 and $383 ownership interests, respectively, in unconsolidated CLOs, which also represents the Company's maximum exposure to loss.

LPs

As of June 30, 2024 and December 31, 2023, the Company held $1,723 and $1,621 ownership interests, respectively, in unconsolidated limited partnerships, which also represents the Company's maximum exposure to loss.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Securitizations

The Company invests in various tranches of securitization entities, including RMBS, CMBS and ABS. Through its investments, the Company is not obligated to provide any financial or other support to these entities. Each of the RMBS, CMBS and ABS entities are thinly capitalized by design and considered VIEs. The Company's involvement with these entities is limited to that of a passive investor. The Company has no unilateral right to appoint or remove the servicer, special servicer or investment manager, which are generally viewed to have the power to direct the activities that most significantly impact the securitization entities' economic performance, in any of these entities, nor does the Company function in any of these roles. The Company, through its investments or other arrangements, does not have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. Therefore, the Company is not the primary beneficiary and does not consolidate any of the RMBS, CMBS and ABS entities in which it holds investments. These investments are accounted for as investments available-for-sale as described in the Fair Value Measurements (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements and unrealized capital gains (losses) on these securities are recorded directly in AOCI, except for certain RMBS which are accounted for under the FVO whose change in fair value is reflected in Net gains (losses) in the Condensed Consolidated Statements of Operations. The Company’s maximum exposure to loss on these structured investments is limited to the amount of its investment. Refer to the Investments (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements for details regarding the carrying amounts and classifications of these assets.

19. Goodwill and Other Intangible Assets

Goodwill

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


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

Balance as of December 31, 2023	$	17	$	343	$	286	$	102	$	748
Additions from business combinations(2)	—		—		—		—		—

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

(1) Corporate includes goodwill that was acquired by the parent company and not pushed to a subsidiary within the Company’s reportable segments. The carrying value of goodwill within Corporate is allocated to Wealth Solutions, Health Solutions, and Investment Management reporting units as $72, $20 and $10, respectively.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Other Intangible Assets

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


	Weighted Average Amortization Lives	June 30, 2024						December 31, 2023
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-life intangibles:
Management contract rights	N/A	$	350	$	—	$	350	$	350	$	—	$	350
Total indefinite-life intangibles		$	350	$	—	$	350	$	350	$	—	$	350
Finite-life intangibles:
Management contract rights	15 years	$	153	$	17	$	136	$	153	$	11	$	142
Customer relationship lists	17 years	325		137		188		325		128		197
Trademarks	8 years	15		3		12		15		2		13
Computer software	5 years	389		219		170		501		346		155
Total intangible assets		$	1,232	$	376	$	856	$	1,344	$	487	$	857

Amortization expense related to intangible assets was $46 and $42 for the six months ended June 30, 2024 and 2023, respectively. Fully amortized computer software of $156 was written off during the six months ended June 30, 2024.


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

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

The following discussion and analysis presents a review of our consolidated results of operations for the three and six months ended June 30, 2024 and 2023 and financial condition as of June 30, 2024 and December 31, 2023. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section contained in our Annual Report on Form 10-K.

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

Overview

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

Since Voya’s IPO in 2013, we have evolved through the divestiture of substantially all of our closed block variable annuity, life insurance and legacy non-retirement annuity businesses and related assets. These divestitures align with our strategic focus on higher-return, capital-light businesses, while maximizing the capital returned to our shareholders.

We are focused on executing our mission to make a secure financial future possible—one person, one family and one institution at a time. Voya’s scale, business mix, risk profile, and strong free cash flow generation are competitive differentiators, and we have a clear path to Adjusted Operating Earnings Per Share growth via net revenue growth, margin expansion, and disciplined capital management. We provide our products and services principally through our Workplace Solutions business, which encompasses both our Wealth Solutions and Health Solutions business segments, and through our Investment Management segment.

Wealth Solutions

Our Wealth Solutions segment provides retirement plan solutions and administration technology and services to employers. These products and services include full-service and recordkeeping-only defined contribution plan administration, stable value and fixed general account investment products and non-qualified plan administration. It also includes tools, guidance, and services to promote the financial well-being and retirement security of employees. Additionally, we provide individual retirement accounts and financial guidance and advisory services that enables us to deepen relationships with our retirement plan participants.

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

Health Solutions

Our Health Solutions segment provides worksite employee benefits, Health Account Solutions (Health Savings Account ("HSA")/Flexible Spending Account ("FSA")/Health Reimbursement Arrangements ("HRA") and COBRA administration), leave management, financial wellness and decision support products and services to mid-size and large corporate employers and professional associations as well as benefits administration. In addition, our Health Solutions segment provides stop-loss coverage to employer plan sponsors that self-fund their pharmaceutical and medical benefits.


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Our Health Solutions segment generates revenue from premiums and fees, investment income, mortality and morbidity income and policy and other charges. Underwriting income comprises the majority of revenues in this segment and derives from the difference between premiums and mortality charges collected and benefits and expenses paid for group life, stop loss and voluntary benefits. Fee income is generated from margin on expenses for services provided on benefits administration, leave management, HSA/FSA/HRA and COBRA administration and proprietary decision support tools. Investment income is driven by the spread between investment yields and credited rates (the interest and income that is credited to the policies) to policyholders on voluntary universal life, whole life products, and HSA invested assets.

Investment Management

Our Investment Management segment serves both individual and institutional customers, offering them domestic and international fixed income, equity, multi-asset and alternative investment products and solutions across a range of geographies, investment styles and capitalization spectrums. We aim to provide positive investment results that are repeatable and consistent, and deliver research-driven, risk-adjusted, client-oriented investment strategies and solutions and advisory services.

Through our institutional distribution channel and our Workplace Solutions business, we serve a variety of institutional clients, including public, corporate and multiemployer defined benefit and defined contribution retirement plans, endowments and foundations, and insurance companies. We are a market leader in providing third-party general account management services to insurance companies, with a focus on public and private fixed income asset strategies, and a client service model adapted for the particular needs of insurance company clients. We also serve individual investors by offering our mutual funds, separately managed accounts, and private and alternative funds through an intermediary-focused distribution platform or through affiliate and third-party retirement platforms. Our scaled and growing international retail business is conducted through sub-advisory agreements with investment vehicles sponsored by affiliates and distributed in Europe and Asia.

Our Investment Management segment generates revenue through the collection of management fees on the assets we manage. These fees are typically based upon a percentage of AUM. In certain investment management fee arrangements, we may also receive performance-based incentive fees when the return on AUM exceeds certain benchmark returns or other performance hurdles. In addition, and to a lesser extent, Investment Management collects administrative fees on outside managed assets that are administered by our mutual fund platform and distributed primarily by our Wealth Solutions segment. Investment Management also receives fees as the primary investment manager of our general account, which is managed on a market-based pricing basis. Finally, Investment Management generates revenues from a portfolio of seed capital investments, collateralized loan obligations and various funds.

Business Update

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

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

Trends and Uncertainties

We describe known material trends and uncertainties that might affect our business within Trends and Uncertainties in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K, and in other sections of that document, including Risk Factors in Part I, Item 1A.


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Operating Measures

In this MD&A, we discuss Adjusted operating earnings before income taxes and Adjusted operating revenues, each of which is a measure used by management to evaluate segment performance. For additional information on each measure, see Segments Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

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

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


	As of June 30,
($ in millions)	2024		2023
AUM and AUA:
Wealth Solutions	$	580,567	$	518,941
Health Solutions	1,938		1,886
Investment Management	389,068		381,306
Eliminations/Other	(110,300)		(113,105)
Total AUM and AUA (1)	$	861,273	$	789,028

AUM	491,191		457,615
AUA	370,082		331,413
Total AUM and AUA (1)	$	861,273	$	789,028

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


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Results of Operations - Company Condensed Consolidated

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


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2024		2023		Change		2024		2023		Change
Revenues:
Net investment income	$	518	$	545	$	(27)	$	1,047	$	1,090	$	(43)
Fee income	517		474		43		1,030		938		92
Premiums	790		677		113		1,590		1,362		228
Net gains (losses)	(4)		(56)		52		39		(72)		111
Other revenue	98		86		12		186		164		22
Income (loss) related to consolidated investment entities	114		145		(31)		192		224		(32)
Total revenues	2,033		1,871		162		4,084		3,706		378
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	843		682		161		1,694		1,433		261
Operating expenses	752		770		(18)		1,551		1,606		(55)
Net amortization of Deferred policy acquisition costs and Value of business acquired	56		57		(1)		112		116		(4)
Interest expense	30		39		(9)		60		71		(11)
Operating expenses related to consolidated investment entities	76		60		16		104		76		28
Total benefits and expenses	1,757		1,608		149		3,521		3,302		219
Income (loss) before income taxes	276		263		13		563		404		159
Income tax expense (benefit)	41		28		13		40		40		—


Net Income (loss)	235		235		—		523		364		159
Less: Net income (loss) attributable to noncontrolling interest	30		77		(47)		67		123		(56)
Less: Preferred stock dividends	4		4		—		21		18		3
Net income (loss) available to our common shareholders	$	201	$	154	$	47	$	435	$	223	$	212

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

Total Revenues

Total revenues increased $162 million from $1,871 million to $2,033 million. The following items contributed to the overall increase.

Net investment income decreased $27 million from $545 million to $518 million primarily due to:

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

Fee income increased $43 million from $474 million to $517 million primarily due to:

•higher fee income in Wealth Solutions primarily driven by higher average equity markets; and

•higher fee income in Investment Management primarily due to higher average equity markets and Retail net inflows driving higher AUM, partially offset by lower Institutional AUM due to net outflows during the prior year.


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Premiums increased $113 million from $677 million to $790 million primarily due to:

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

The increase was partially offset by:

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

Net gains (losses) improved $52 million from a loss of $56 million to a loss of $4 million primarily due to:

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

•losses on bond sales in the prior period; and

•higher impairments in the prior period.

The improvement was partially offset by:

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

Other revenue increased $12 million from $86 million to $98 million primarily due to:

•an increase in other interest income due to float.

The increase was partially offset by:

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

Income (loss) related to consolidated investment entities decreased $31 million from $145 million to $114 million primarily due to:

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

The decrease was partially offset by:

•equity market impacts to limited partnership valuations; and

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

Total Benefits and Expenses

Total benefits and expenses increased $149 million from $1,608 million to $1,757 million. The following items contributed to the overall increase.

Interest credited and other benefits to contract owners/policyholders increased $161 million from $682 million to $843 million primarily due to:

•an increase in benefits to policyholders in Health Solutions due to a higher total aggregate loss ratio and growth in in-force business;

•an inception-to-date adjustment recorded in the prior period to interest accretion on the deposit asset associated with Businesses exited due to higher than projected surrenders experience;

•a more favorable change in market risk benefit remeasurement recognized in the prior period primarily due to greater positive equity market performance; and

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

The increase was partially offset by:


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•a litigation reserve recorded in the prior period within Businesses exited; and

•higher amortization of the cost of reinsurance liability associated with Businesses exited primarily due to increased lapses on post-level term products in the current period.

Operating expenses decreased $18 million from $770 million to $752 million primarily due to:

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

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

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

The decrease was partially offset by:

•an increase in expenses driven by growth and investments in our operating segments, partially offset by expense save actions.

Interest expense decreased $9 million from $39 million to $30 million primarily due to:

•a loss on debt extinguishment incurred in the prior period; and

•lower interest expense driven by cumulative debt extinguishments.

Operating expenses related to consolidated investment entities increased $16 million from $60 million to $76 million primarily due to:

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

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

Income Tax Expense

Income tax expense increased $13 million from $28 million to $41 million primarily due to:

•an increase in income before income taxes; and

•a decrease in noncontrolling interest.

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

For additional information on the reconciliation adjustments listed below, see the Segments Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Net investment gains (losses) changed $58 million from a loss of $38 million to a gain of $20 million primarily due to:

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

•losses on bond sales incurred in the prior period;

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

•higher impairments recorded in the prior period.

The change was partially offset by:

•a more favorable change in market risk benefit remeasurement recognized in the prior period primarily due to greater positive equity market performance.

Income (loss) related to businesses exited or to be exited through reinsurance or divestment decreased $16 million from a loss of $21 million to a loss of $37 million primarily due to:

•an inception-to-date adjustment recorded in the prior period to interest accretion on the deposit asset due to higher than projected surrenders experience;


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•lower amortization of the deferred profit liability primarily due to higher than expected terminations in the current period; and

•a more favorable change in market risk benefit remeasurement recognized in the prior period primarily due to greater positive equity market performance.

The change was partially offset by:

•a litigation reserve recorded in the prior period; and

•higher amortization of the cost of reinsurance liability primarily due to increased lapses on post level term products in the current period.

Other adjustments to operating earnings improved $40 million from a loss of $52 million to a loss of $12 million primarily due to:

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

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

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

Consolidated - Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Total Revenues

Total revenues increased $378 million from $3,706 million to $4,084 million. The following items contributed to the overall increase.

Net investment income decreased $43 million from $1,090 million to $1,047 million primarily due to:

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

The decrease was partially offset by:

•higher alternative investment income primarily driven by overall market performance.

Fee income increased $92 million from $938 million to $1,030 million primarily due to:

•higher fee income in Wealth Solutions primarily driven by higher average equity markets; and

Premiums increased $228 million from $1,362 million to $1,590 million primarily due to:

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

The increase was partially offset by:

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

Net gains (losses) changed $111 million from a loss of $72 million to a gain of $39 million primarily due to:

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


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Other revenue increased $22 million from$164 million to $186 million primarily due to:

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

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

The increase was partially offset by:

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

Income (loss) related to consolidated investment entities decreased $32 million from $224 million to $192 million primarily due to:

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

The decrease was partially offset by:

•equity market impacts to limited partnership valuations; and

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

Total Benefits and Expenses

Total benefits and expenses increased $219 million from $3,302 million to $3,521 million. The following items contributed to the overall increase.

Interest credited and other benefits to contract owners/policyholders increased $261 million from $1,433 million to $1,694 million primarily due to:

•an increase in benefits to policyholders in Health Solutions due a higher total aggregate loss ratio and growth in in-force business; and

•an inception-to-date adjustment recorded in the prior period to interest accretion on the deposit asset associated Businesses exited due to higher than projected surrender experience.

The increase was partially offset by:

•a favorable change in the value of embedded derivatives associated with businesses reinsured primarily due to changes in interest rates, which is fully offset by a corresponding amount in Net gains (losses);

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

•a litigation reserve recorded in the prior period within Businesses exited; and

•higher amortization of the cost of reinsurance liability associated with Businesses exited primarily due to increased lapses on post level term products in the current period.

Operating expenses decreased $55 million from $1,606 million to $1,551 million primarily due to:

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

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

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

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

The decrease was partially offset by:

•an increase in expenses driven by growth and investments in our operating segments, partially offset by expense save actions.


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Interest expense decreased $11 million from $71 million to $60 million primarily due to:

•lower interest expense driven by cumulative debt extinguishments; and

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

Operating expenses related to consolidated investment entities increased $28 million from $76 million to $104 million primarily due to:

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

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

Income Tax Expense

Income tax expense did not change. The following are reductions in tax expense:

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

•an increase in the dividends received deduction.

These reductions were offset by:

•an increase in income before income taxes; and

•a change in noncontrolling interest.

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

Net investment gains (losses) changed $131 million from a loss of $47 million to a gain of $84 million primarily due to:

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

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

•higher impairments recorded in the prior period.

Income (loss) related to businesses exited or to be exited through reinsurance or divestment decreased $15 million from a loss of $54 million to a loss of $69 million primarily due to:

•an inception-to-date adjustment recorded in the prior period to interest accretion on the deposit asset due to higher than projected surrender experience; and

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

The decrease was partially offset by:

•a litigation reserve recorded in the prior period; and

•higher amortization of the cost of reinsurance liability primarily due to increased lapses on post level term products in the current period.

Other adjustments to operating earnings improved $87 million from a loss of $122 million to a loss of $35 million primarily due to:

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

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

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

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


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Results of Operations - Segment by Segment

Adjusted operating earnings before income taxes is the measure of segment profit or loss management uses to evaluate segment performance. Adjusted operating earnings before income taxes should not be viewed as a substitute for GAAP pre-tax income. We believe that the presentation of segment adjusted operating earnings before income taxes as we measure it for management purposes enhances the understanding of our business by reflecting the underlying performance of our core operations and facilitating a more meaningful trend analysis. Refer to the Segments Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on the presentation of segment results and our definition of adjusted operating earnings before income taxes.

Wealth Solutions

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	443	$	446	$	880	$	880
Fee income	271		240		534		471
Other revenue	17		18		35		38
Total adjusted operating revenues	730		705		1,450		1,389
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	213		224		429		445
Operating expenses	282		285		579		593
Net amortization of DAC/VOBA	21		22		42		45
Total operating benefits and expenses	516		531		1,050		1,083
Adjusted operating earnings before income taxes	$	214	$	174	$	400	$	306

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


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2024			2023			2024			2023
Adjusted operating earnings before income taxes	$	214		$	174		$	400		$	306

Total adjusted operating revenues	730			705			1,450			1,389
Less: Interest credited and other benefits to contract owners/policyholders	213			224			429			445
Net revenue	$	517		$	481		$	1,021		$	944

Adjusted operating margin (1)	41.4		%	36.1		%	39.2		%	32.5		%

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


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


	As of June 30,
($ in millions)	2024		2023
Full Service	$	199,196	$	178,398
Recordkeeping	319,819		279,669
Total Defined Contribution	519,015		458,068
Investment-only Stable Value	33,985		37,354
Retail Client and Other Assets	35,014		31,158
Eliminations	(7,446)		(7,639)
Total Client Assets	$	580,567	$	518,941


	As of June 30,
($ in millions)	2024		2023
Fee-based	$	493,994	$	429,958
Spread-based	30,335		32,699
Investment-only Stable Value	33,985		37,354
Retail Client Assets	29,699		26,570
Eliminations	(7,446)		(7,639)
Total Client Assets	$	580,567	$	518,941

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Full Service - Corporate markets:
Deposits	$	4,210	$	3,930	$	9,099	$	8,551
Surrenders, benefits and product charges	(4,482)		(3,244)		(8,676)		(6,721)
Net flows	(272)		686		423		1,830
Full Service - Tax-exempt markets:
Deposits	1,602		1,350		3,122		2,774
Surrenders, benefits and product charges	(1,927)		(1,633)		(4,120)		(4,219)
Net flows	(326)		(283)		(999)		(1,445)
Total Full Service Net Flows	$	(597)	$	403	$	(576)	$	385

Recordkeeping and Stable Value:
Recordkeeping Net Flows	$	(1,027)	$	3,600	$	(1,339)	$	3,689
Investment-only Stable Value Net Flows	$	(1,061)	$	(923)	$	(1,980)	$	(1,633)

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

Adjusted operating earnings before income taxes increased $40 million from $174 million to $214 million primarily due to:

•higher fee income and other revenue primarily driven by higher average equity markets;

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

•lower expenses primarily due to expense save actions, partially offset by growth and investments in our business.


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The increase was partially offset by:

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

Wealth Solutions - Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Adjusted operating earnings before income taxes increased $94 million from $306 million to $400 million primarily due to:

•higher fee income and other revenue primarily driven by higher average equity markets;

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

•lower expenses primarily due to expense save actions, partially offset by growth and investments in our business.

Health Solutions

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	34	$	35	$	73	$	68
Fee income	16		19		34		40
Premiums	791		669		1,588		1,344
Other revenue	50		52		102		97
Total adjusted operating revenues	892		775		1,798		1,549
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	591		433		1,204		900
Operating expenses	232		211		458		415
Net amortization of DAC/VOBA	8		8		17		16
Total operating benefits and expenses	832		651		1,678		1,331
Adjusted operating earnings before income taxes	$	60	$	124	$	119	$	218

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


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2024			2023			2024			2023
Adjusted operating earnings before income taxes	$	60		$	124		$	119		$	218

Total adjusted operating revenues	892			775			1,798			1,549
Less: Interest credited and other benefits to contract owners/policyholders	591			433			1,204			900
Net revenue	$	301		$	342		$	593		$	649

Adjusted operating margin (1)	19.9		%	36.2		%	20.1		%	33.6		%

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


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


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2024			2023			2024			2023
Sales by Product Line:
Group life and Disability	$	18		$	14		$	148		$	118
Stop loss	23			25			560			368
Total group products	41			39			708			486
Voluntary and Other (1)	38			43			180			133
Total sales by product line	$	78		$	82		$	887		$	620

Total gross premiums and deposits	$	904		$	765		$	1,804		$	1,526

Group life and Disability	$	996		$	925		$	996		$	925
Stop loss	1,845			1,461			1,845			1,461
Voluntary and Other (1)	1,030			941			1,030			941
Total annualized in-force premiums and fees	$	3,870		$	3,327		$	3,870		$	3,327

Loss Ratios:
Group life (interest adjusted)	79.3		%	86.1		%	80.2		%	85.5		%
Stop loss	83.2		%	62.6		%	83.7		%	66.3		%
Total Aggregate Loss Ratio	72.9		%	61.3		%	73.3		%	63.4		%
Total Aggregate Loss Ratio Trailing Twelve Months (2)	72.3		%	63.9		%	72.3		%	63.9		%

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

(2) The trailing twelve months ended June 30, 2023 exclude $57 million of favorable reserve impact related to the annual review of assumptions.

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

Adjusted Operating earnings before income taxes decreased $64 million from $124 million to $60 million primarily due to:

•higher benefits to policyholders due to a higher total aggregate loss ratio and growth in in-force business; and

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

The decrease was partially offset by:

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

Health Solutions - Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Adjusted Operating earnings before income taxes decreased $99 million from $218 million to $119 million primarily due to:

•higher benefits to policyholders due to a higher total aggregate loss ratio and growth in in-force business; and

•higher operating expenses primarily driven by growth and investments in our business and timing of the acquisition of Benefitfocus in the prior period, partially offset by expense save actions.

The decrease was partially offset by:

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

•higher other revenue driven by timing of the acquisition of Benefitfocus in the prior period; and

•higher net investment income primarily due to higher alternative investment income.


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Investment Management

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	8	$	9	$	16	$	20
Fee income	225		218		452		435
Other revenue	1		(1)		—		1
Total adjusted operating revenues	234		226		468		455
Operating benefits and expenses:
Operating expenses	169		163		351		350
Total operating benefits and expenses	169		163		351		350
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	64		63		117		105

Less: Earnings (loss) attributable to Allianz noncontrolling interest	14		14		26		22
Adjusted operating earnings before income taxes	$	50	$	50	$	92	$	83

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


	Three Months Ended June 30,						Six Months Ended June 30,
($ in millions)	2024			2023			2024			2023
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	$	64		$	63		$	117		$	105

Total adjusted operating revenues	234			226			468			455

Net revenue	$	234		$	226		$	468		$	455

Adjusted operating margin (1)	27.5		%	27.9		%	25.1		%	23.1		%

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Investment Management intersegment revenues	$	19	$	22	$	39	$	44


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


	As of June 30,
($ in millions)	2024		2023
External clients:
Institutional (1)	$	152,165	$	156,435
Retail (1)(2)	150,341		131,391
Total external clients	302,506		287,826
General account	33,884		36,154
Total AUM	336,390		323,980
AUA (2)(3)	52,678		57,326
Total AUM and AUA	$	389,068	$	381,306

(1) Includes assets associated with the divested businesses.

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

(3) Includes assets sourced by other segments and also reported as AUA or AUM by such other segments. Assets Under Advisement, presented in AUA, includes advisory assets, mutual fund, general account and stable value assets.

The following table presents net flows for our Investment Management segment for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Net Flows:
Institutional	$	3,134	$	(3,783)	$	1,909	$	(4,728)
Retail (1)	1,640		122		3,440		464
Divested businesses	(623)		(516)		(1,274)		(1,031)
Total	$	4,151	$	(4,178)	$	4,075	$	(5,296)

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

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

Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $1 million from $63 million to $64 million primarily due to:

•higher fee income primarily due to higher average equity markets and net inflows within Retail driving higher AUM, partially offset by lower Institutional AUM due to net outflows during the prior year.

The increase was mostly offset by:

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

Investment Management - Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $12 million from $105 million to $117 million primarily due to:

The increase was partially offset by:

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


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Corporate

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Adjusted operating revenues:
Net investment income and net gains (losses)	$	4	$	8	$	8	$	12
Other revenue	1		7		1		14
Total adjusted operating revenues	4		15		9		26
Operating benefits and expenses:
Operating expenses (1)	26		32		49		65
Interest expense (2)	33		37		78		84
Total operating benefits and expenses	59		69		127		149
Adjusted operating earnings before income taxes including Allianz noncontrolling interest	(54)		(54)		(118)		(123)

Less: Earnings (loss) attributable to Allianz noncontrolling interest	(1)		—		(2)		(1)
Adjusted operating earnings before income taxes	$	(53)	$	(53)	$	(117)	$	(121)

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

(2) Includes dividend payments made to preferred shareholders.

Corporate - Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest did not change, The following are improvements to earnings:

•lower interest expense driven by cumulative debt extinguishments; and

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

These improvements were offset by:

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

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

Corporate - Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Adjusted operating earnings before income taxes including Allianz noncontrolling interest improved $5 million from a loss of $123 million to a loss of $118 million primarily due to:

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

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

The improvement was partially offset by:

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

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


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Alternative Investment Income

Investment income on certain alternative investments can be volatile due to changes in market conditions. The following table presents the amount of investment income (loss) on certain alternative investments that is included in segment Adjusted operating earnings before income taxes and the average level of assets in each segment, prior to intercompany eliminations, which excludes alternative investments and income that are a component of Income (loss) related to businesses exited or to be exited through reinsurance or divestment. These alternative investments are carried at fair value, which is estimated based on the net asset value ("NAV") of these funds.

While investment income on these assets can be volatile, based on current plans, we expect to earn 9% on these assets over the long term.

The following table presents alternative investment income and average assets of alternative investments for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Wealth Solutions:
Alternative investment income	$	34	$	30	$	58	$	41
Average alternative investment	1,536		1,615		1,498		1,637
Health Solutions:
Alternative investment income	2		4		8		5
Average alternative investment	220		179		231		152
Investment Management:
Alternative investment income	7		8		13		17
Average alternative investment	349		325		331		322

Liquidity and Capital Resources

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

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

Consolidated Sources and Uses of Liquidity and Capital

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

Parent Company Sources and Uses of Liquidity

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

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


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We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of June 30, 2024, was approximately $0.4 billion. As of June 30, 2024, our estimated combined RBC ratio, with adjustments for certain intercompany transactions, was 407%.

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


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




Dividends and returns of capital from subsidiaries	473		712
Loans from subsidiaries, net of repayments	65		252
Debt issuance(1)	—		388






Amounts received from subsidiaries under tax sharing agreements, net	51		57





Settlement of amounts due from (to) subsidiaries and affiliates, net	27		51

Collateral received, net	—		16


Derivatives, net	—		3
Other, net	34		8
Total sources	650		1,487
Uses:




Payment of interest expense	61		62
Capital provided to subsidiaries	—		8
Payment for business acquisitions	—		558
Loans to subsidiaries, net of repayments	93		184


Debt repurchase	—		393




Payment of income taxes, net	2		2


Common stock acquired - Share repurchase	348		162
Share-based compensation	38		42
Dividends paid on preferred stock	21		18
Dividends paid on common stock	81		41




Collateral delivered, net	10		—
Asset purchases and investment expense, net	14		2




Total uses	668		1,472
Net increase (decrease) in cash and cash equivalents	(18)		15
Ending cash and cash equivalents balance	$	188	$	225

Liquid short-term investments(2)	29		—

Ending cash, cash equivalents and liquid short-term investments(3)	$	217	$	225

(1) See Put Option Agreement for Senior Debit Issuance below for further detail.

(2) Short-term investments have maturities of one year or less, but greater than three months, are liquid and primarily consist of commercial paper investments rated BBB+ or greater.

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


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Liquidity

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

Capitalization

The primary components of our capital structure consist of debt and equity securities. Our capital position is supported by cash flows within our operating subsidiaries, the availability of borrowed funds under liquidity facilities, and any additional capital we raise to invest in the growth of the business and for general corporate purposes. We manage our capital position based on a variety of factors including, but not limited to, our financial strength, the credit rating of Voya Financial, Inc. and of its insurance company subsidiaries and general macroeconomic conditions. We may repurchase or otherwise retire our debt and preferred stock and take other steps to reduce our debt and preferred stock or otherwise improve our financial position. These actions could include open market repurchases, negotiated repurchases, tender offers or other retirements of outstanding debt and opportunistic refinancing of debt. The amount that may be repurchased or otherwise retired, if any, will depend on market conditions, trading levels, cash position, compliance with covenants and other considerations.

See the Consolidated and Nonconsolidated Investment Entities Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details over changes in noncontrolling interest during the year and impacting capitalization.

Share Repurchase Program and Dividends to Common Shareholders

See the Shareholders' Equity Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations during the six months ended June 30, 2024. As of June 30, 2024, our remaining repurchase capacity under the Board's authorization was $551 million.

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


	Six Months Ended June 30,
($ in millions)	2024		2023
Dividends paid on common shares	$	81	$	41
Repurchases of common shares (at cost)	346		162
Total	$	427	$	203

Subsequent to June 30, 2024, we repurchased 871,636 shares pursuant to a 10b5-1 plan for $63 million.

Debt

As of June 30, 2024, we had $395 of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt. The following table summarizes our borrowing activities for the six months ended June 30, 2024:


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















Total long-term debt	$	2,097	$	—	$	—	$	(390)	$	1,707
(1) Other changes is primarily the reclassification of $393 million of debt maturing in 2025 from long-term debt to short-term debt.


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See the Financing Agreements and Shareholders’ Equity Notes to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details on changes in debt and equity during the year.

Put Option Agreement for Senior Debt Issuance

See the Financing Agreements Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on the Put Option and the 3.976% Senior Notes.

Credit Facilities

See the Financing Agreements Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on credit facilities.

Voya Financial, Inc. Credit Support of Subsidiaries

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

•Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 million principal amount of Equitable Notes maturing in 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $218 million combined principal amount of Aetna Notes.

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

We did not recognize any asset or liability as of June 30, 2024 in relation to intercompany indemnifications, guarantees or support agreements. As of June 30, 2024, no guarantees existed in which we were required to currently perform under these arrangements.

Borrowings from Subsidiaries

We maintain revolving reciprocal loan agreements with a number of our life and non-life insurance subsidiaries that are used to fund short-term cash requirements that arise in the ordinary course of business. Under these agreements, either party may borrow up to the maximum allowable under the agreement for a term not more than 270 days. For life insurance subsidiaries, the amounts that either party may borrow under the agreement vary and are between 2% and 5% of the insurance subsidiary's statutory net admitted assets (excluding separate accounts) as of the previous year end depending on the state of domicile. As of June 30, 2024, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.2 billion. For non-life insurance subsidiaries, the maximum allowable under the agreement is based on the assets of the subsidiaries and their particular cash requirements. As of June 30, 2024, Voya Financial, Inc. had $510 million outstanding borrowings from subsidiaries and had loaned $385 million to its subsidiaries.

Ratings

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

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

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


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

Rating Agency

A.M. Best

Fitch, Inc.

Moody's Investors Service, Inc.

Standard & Poor's

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

("Fitch")(2)

("Moody's")(3)

("S&P")(4)

Long-term Issuer Credit Rating/Outlook:

Voya Financial, Inc.

(5)

BBB+/positive

Baa2/stable

BBB+/stable

Financial Strength Rating/Outlook:

Voya Retirement Insurance and Annuity Company

(5)

A/positive

A2/stable

A+/stable

ReliaStar Life Insurance Company

A/stable

A/positive

A2/stable

A+/stable

ReliaStar Life Insurance Company of New York

A/stable

A/positive

A2/stable

A+/stable

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

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

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

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

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

Rating agencies use an "outlook" statement for both industry sectors and individual companies. For an industry sector, a stable outlook generally implies that over the next 12 to 18 months the rating agency expects ratings to remain unchanged among companies in the sector. For a particular company, an outlook generally indicates a medium or long-term trend in credit fundamentals, which if continued, may lead to a rating change. In December of 2023, Moody’s confirmed its outlook for the U.S. life insurance sector as stable. Also, in November of 2023, A.M. Best maintained a stable outlook on the U.S. life insurance and annuities sector and Fitch changed its outlook from neutral to improving for the North American life insurance sector.

Restrictions on Dividends and Returns of Capital from Subsidiaries

Our business is conducted through operating subsidiaries. U.S. insurance laws and regulations regulate the payment of dividends and other distributions by our U.S. insurance subsidiaries to their respective parents. These restrictions are based in part on the prior year's statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts, or "extraordinary" dividends, are subject to approval by the insurance commissioner of the state of domicile of the insurance subsidiary proposing to pay the dividend. In addition, under the insurance laws of our principal insurance subsidiaries domiciled in Connecticut and Minnesota (these insurance subsidiaries are referred to collectively as our "Principal Insurance Subsidiaries"), no dividend or other distribution exceeding an amount equal to an insurance company's earned surplus may be paid without the domiciliary insurance regulator's prior approval.

Our Principal Insurance Subsidiaries domiciled in Connecticut and Minnesota both have ordinary dividend capacity for 2024. Any extraordinary dividend payment would be subject to domiciliary insurance regulatory approval, which can be granted or withheld at the discretion of the regulator.

We may receive dividends from or contribute capital to our wholly owned non-life insurance subsidiaries such as broker-dealers, investment management entities and intermediate holding companies.


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

The following table summarizes dividends by each of the Company's Principal Insurance Subsidiaries to its parent for the periods indicated:


	Dividends Paid				Extraordinary Distributions Paid
	Six Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT)	$	473	$	310	$	—	$	—
ReliaStar Life Insurance Company ("RLI") (MN)	57		—		—		402

Subsequent to June 30, 2024, ReliaStar Life Insurance Company made a $345 million ordinary distribution received by Voya Holdings for payment to Voya Financial, Inc.

Leverage Ratios

Our Leverage Ratios are a measure that we use to monitor the level of our debt relative to our total capitalization. The following table presents our leverage ratios for the periods indicated:


	June 30,			December 31,
($ in millions)	2024			2023
Financial Debt
Total financial debt	$	2,102		$	2,098
Other financial obligations(1)	333			312
Total financial obligations	2,435			2,410
Mezzanine equity
Allianz noncontrolling interest	183			175
Equity
Preferred equity(2)	612			612
Common equity, excluding AOCI	6,014			5,981
Total equity, excluding AOCI	6,626			6,593
AOCI	(2,583)			(2,400)
Total Voya Financial, Inc. shareholders' equity	4,043			4,193
Noncontrolling interest	1,643			1,685
Total shareholders' equity	$	5,686		$	5,878
Capital
Capitalization(3)	$	6,145		$	6,291
Adjusted capitalization excluding AOCI(4)	$	10,887		$	10,863
Leverage Ratios
Debt-to-Capital Ratio(5)	34.2		%	33.3		%
Financial Leverage excluding AOCI(6)	28.0		%	27.8		%

(1) Includes operating leases, finance leases, and unfunded pension plan after-tax.

(2) Includes preferred stock par value and additional paid-in-capital.

(3) Includes Total Financial Debt and Total Voya Financial, Inc. Shareholders' Equity.

(4) Includes Total Financial Obligations, Mezzanine Equity, and Total Shareholders' Equity excluding AOCI.

(5) Total Financial Debt divided by Capitalization.

(6) Total Financial Obligations and Preferred equity divided by Adjusted Capitalization excluding AOCI.

Our Financial Leverage Ratio, excluding AOCI, increased from 27.8% at December 31, 2023 to 28.0% at June 30, 2024. The increase was primarily due to a decrease to noncontrolling interest and an increase in other financial obligations, partially offset by an increase to Common equity, excluding AOCI, driven by Net income available to common shareholders net of repurchases of common stock and common dividends.


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Off-Balance Sheet Arrangements

We have obligations for the return of non-cash collateral under an amendment to our securities lending program. Non-cash collateral received in connection with the securities lending program may not be sold or re-pledged by our lending agent, except in the event of default, and is not reflected on our Condensed Consolidated Balance Sheets. For information regarding obligations under this program, see the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

For changes in commitments related to the acquisition of mortgage loans and the purchase of limited partnerships and private placement investments related to consolidated investment entities, see the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Critical Accounting Judgments and Estimates

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

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

•Reserves for future policy benefits;

•Valuation of investments and derivatives;

•Investment impairments;

•Goodwill and other intangible assets;

•Income taxes;

•Contingencies; and

•Employee benefit plans.

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

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

Assumptions and Periodic Review

Changes in, or deviations from, assumptions used can significantly affect our reserve levels and related results of operations. Assumptions are management's best estimates of future outcomes. We review these assumptions at least annually against actual experience and, based on additional information that becomes available, update them if necessary.

Sensitivity

We perform sensitivity analyses to assess the impact that certain assumptions have on traditional reserves. As of June 30, 2024, there have been no material changes to the sensitivities disclosed in Critical Accounting Judgments and Estimates in Part

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


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Income Taxes

In August 2022, President Biden signed into law the Inflation Reduction Act of 2022, which includes a 15% corporate alternative minimum tax ("CAMT"). The CAMT is effective in taxable years beginning after December 31, 2022. The Internal Revenue Service has only issued limited guidance on the CAMT, and uncertainty remains regarding the application of and potential adjustments to the CAMT. Based on this guidance, we do not expect to be subject to the CAMT for 2024.

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

Investments (excluding Consolidated Investment Entities)

Investments for our general account are primarily managed by our wholly owned asset manager, Voya Investment Management LLC, pursuant to investment advisory agreements with affiliates. In addition, our internal treasury group manages our holding company liquidity investments, primarily money market funds. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our investment strategy.

See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on investments. Additionally, see the Condensed Consolidated Balance Sheets to our Condensed Consolidated Financial Statements Part I, Item 1. of this Quarterly Report on Form 10-Q for a composition of our investment portfolio.

Fixed Maturities Credit Quality - Ratings

For information regarding our fixed maturities credit quality ratings, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.

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


($ in millions)	June 30, 2024
NAIC Quality Designation	1		2		3		4		5		6		Total Fair Value
U.S. Treasuries	$	349	$	—	$	—	$	—	$	—	$	—	$	349
U.S. Government agencies and authorities	54		—		—		—		—		—		54
State, municipalities and political subdivisions	595		35		—		—		—		—		630
U.S. corporate public securities	2,271		4,650		195		6		15		—		7,137
U.S. corporate private securities	1,743		2,600		275		69		9		—		4,696
Foreign corporate public securities and foreign governments(1)	807		1,515		125		65		8		—		2,520
Foreign corporate private securities(1)	332		2,121		187		4		16		—		2,660
Residential mortgage-backed securities	3,332		27		5		2		6		6		3,378
Commercial mortgage-backed securities	2,772		477		106		16		10		7		3,388
Other asset-backed securities	2,335		276		9		11		1		28		2,660
Total fixed maturities	$	14,590	$	11,701	$	902	$	173	$	65	$	41	$	27,472
% of Fair Value	53.2%		42.6%		3.3%		0.6%		0.2%		0.1%		100.0%
(1) Primarily U.S. dollar denominated.


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

The following tables present credit quality of fixed maturities, including securities pledged, using NAIC acceptable rating organizations ("ARO") ratings as of the dates indicated:


($ in millions)	June 30, 2024
ARO Quality Ratings	AAA		AA		A		BBB		BB and Below		Total Fair Value
U.S. Treasuries	$	—	$	349	$	—	$	—	$	—	$	349
U.S. Government agencies and authorities	—		54		—		—		—		54
State, municipalities and political subdivisions	40		341		213		36		—		630
U.S. corporate public securities	25		334		2,057		4,477		244		7,137
U.S. corporate private securities	21		232		1,492		2,494		457		4,696
Foreign corporate public securities and foreign governments(1)	8		144		691		1,476		201		2,520
Foreign corporate private securities(1)	—		39		271		2,125		225		2,660
Residential mortgage-backed securities	1,175		2,017		19		36		131		3,378
Commercial mortgage-backed securities	229		1,322		763		906		168		3,388
Other asset-backed securities	241		652		1,430		280		57		2,660
Total fixed maturities	$	1,739	$	5,484	$	6,936	$	11,830	$	1,483	$	27,472
% of Fair Value	6.3%		20.0%		25.2%		43.1%		5.4%		100.0%
(1) Primarily U.S. dollar denominated.


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

Fixed maturities rated BB and below may have speculative characteristics and changes in economic conditions or other circumstances that are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturities.

Unrealized Capital Losses

As of June 30, 2024 and December 31, 2023, we held seven and six fixed maturities with unrealized capital loss in excess of $10 million, respectively. As of June 30, 2024 and December 31, 2023, the unrealized capital losses on these fixed maturities equaled $86 million or 2.9% and $70 million or 2.6% of the total unrealized losses, respectively.

As of June 30, 2024, we held $2.0 billion of energy sector fixed maturity securities, constituting 7.1% of the total fixed maturities portfolio, with gross unrealized capital losses of $118 million, including zero energy sector fixed maturity security with unrealized capital losses in excess of $10 million. As of June 30, 2024, our fixed maturity exposure to the energy sector is comprised of 91.1% investment grade securities.

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

See the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on unrealized capital losses.


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CMO-B Portfolio

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


($ in millions)	June 30, 2024						December 31, 2023
NAIC Quality Designation	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
1	$	1,626	$	1,633	97.7	%	$	1,779	$	1,795	97.3	%
2	25		25		1.5	%	33		33		1.8	%
3	—		—		—	%	—		1		0.1	%
4	—		1		0.1	%	—		—		—	%
5	4		5		0.3	%	4		7		0.4	%
6	6		6		0.4	%	7		8		0.4	%
Total	$	1,661	$	1,670	100.0	%	$	1,823	$	1,844	100.0	%

For CMO securities where we elected the FVO, amortized cost represents the market values. For details on the NAIC designation methodology, see Fixed Maturities Credit Quality-Ratings in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.

The following table presents the notional amounts and fair values of interest rate derivatives not qualifying for hedge accounting and used in our CMO-B portfolio as of the dates indicated:


	June 30, 2024						December 31, 2023
($ in millions)	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Interest Rate Contracts	$	11,703	$	147	$	272	$	11,234	$	143	$	321

The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.

The following table presents our CMO-B fixed maturity securities balances and tranche type as of the dates indicated:


($ in millions)	June 30, 2024						December 31, 2023
Tranche Type	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
Inverse Floater	$	70	$	70	4.2	%	$	72	$	78	4.2	%
Interest Only (IO)	957		958		57.3	%	965		966		52.5	%
Inverse IO	423		426		25.5	%	519		530		28.7	%
Principal Only (PO)	60		60		3.6	%	65		65		3.5	%
Floater	5		5		0.3	%	5		5		0.3	%
Agency Credit Risk Transfer	128		133		8.0	%	169		172		9.3	%
Other	18		18		1.1	%	28		28		1.5	%
Total	$	1,661	$	1,670	100.0	%	$	1,823	$	1,844	100.0	%

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


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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Net investment income (loss)	$	62	$	76	$	126	$	164
Net gains (losses)(1)	(3)		(28)		16		(46)
Income (loss) before income taxes	$	59	$	48	$	142	$	118

(1) Net gains (losses) also include derivatives interest settlements, mark to market adjustments and realized gains (losses) on standalone derivatives contracts that are in the CMO-B portfolio.

In defining the Adjusted operating earnings before income taxes for our CMO-B portfolio (including CMO-B portfolio income (loss) related to businesses to be exited through reinsurance or divestment) certain recharacterizations are recognized. The net coupon settlement on interest rate swaps hedging CMO-B securities that is included in Net gains (losses) is reflected. In addition, the premium amortization and change in fair value for securities designated under the FVO are included in Net gains (losses), whereas the coupon for these securities is included in Net investment income. In order to present the economics of these fair value securities in a similar manner to those of an available for sale security, the premium amortization is reclassified from Net gains (losses).

After adjusting for the two items referenced immediately above, the following table presents a reconciliation of Income (loss) before income taxes from our CMO-B portfolio to Adjusted operating earnings before income taxes from our CMO-B portfolio for the periods indicated:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2024		2023		2024		2023
Income (loss) before income taxes	$	59	$	48	$	142	$	118
Realized gains (losses) including impairment	—		(7)		—		(9)
Fair value adjustments	(15)		17		(49)		6
Total adjustments to income (loss)	(15)		10		(49)		(3)
Adjusted operating earnings before income taxes	$	44	$	58	$	93	$	115

See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our CMO-B portfolio.

Structured Securities

Residential Mortgage-backed Securities

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


	June 30, 2024
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	1,909	$	12	$	49	$	(2)	$	1,870
Prime Non-Agency	1,654		12		220		—		1,446
Alt-A	49		3		2		1		51
Sub-Prime(1)	22		1		1		—		22
Total	$	3,634	$	28	$	272	$	(1)	$	3,389
(1) Includes subprime other asset backed securities.


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

Commercial Mortgage-backed Securities

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


	June 30, 2024
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
2024	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2023	—		—		4		4		4		4		—		—		—		—		8		8
2022	22		20		119		93		135		129		115		109		—		—		391		351
2021	97		93		216		149		210		191		284		263		17		16		824		712
2020	30		28		45		36		63		53		152		129		11		3		301		249
Prior	98		88		1,227		1,040		423		386		490		405		213		149		2,451		2,068
Total	$	247	$	229	$	1,611	$	1,322	$	835	$	763	$	1,041	$	906	$	241	$	168	$	3,975	$	3,388


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

As of June 30, 2024, 81.8% and 14.1% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2023, 82.4% and 13.8% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.


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Other Asset-backed Securities

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


	June 30, 2024
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Collateralized Obligation	$	184	$	186	$	587	$	593	$	1,287	$	1,303	$	128	$	129	$	65	$	49	$	2,251	$	2,260
Auto-Loans	—		—		—		—		—		—		—		—		—		—		—		—
Student Loans	6		5		62		56		—		—		—		—		—		—		68		61
Credit Card loans	1		1		—		—		—		—		2		2		3		2		6		5
Other Loans	55		49		2		2		137		126		155		146		—		—		349		323
Total(1)	$	246	$	241	$	651	$	651	$	1,424	$	1,429	$	285	$	277	$	68	$	51	$	2,674	$	2,649
(1) Excludes subprime other asset backed securities.

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

As of June 30, 2024, 87.8% and 10.4% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2023, 86.7% and 11.6% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

Mortgage Loans on Real Estate

As of June 30, 2024, our mortgage loans on real estate portfolio had a weighted average DSC of 1.98 times and a weighted average LTV ratio of 43.8%. As of December 31, 2023, our mortgage loans on real estate portfolio had a weighted average DSC of 1.94 times, and a weighted average LTV ratio of 45.0%. See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on mortgage loans on real estate.

Impairments

We evaluate available-for-sale fixed maturities for impairment on a regular basis. The assessment of whether impairments have occurred is based on a case-by-case evaluation of the underlying reasons for the decline in estimated fair value. See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for the policy used to evaluate whether the investments are impaired. See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on impairment.

Derivatives

We use derivatives for a variety of hedging purposes. We also have embedded derivatives within fixed maturities instruments and certain product features. See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for further information. See the


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Derivative Financial Instruments Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on derivatives.

European Exposures

We quantify and allocate our exposure to the region by attempting to identify aspects of the region or country risk to which we are exposed. Among the factors we consider are the nationality of the issuer, the nationality of the issuer's ultimate parent, the corporate and economic relationship between the issuer and its parent, as well as the political, legal and economic environment in which each functions. By undertaking this assessment, we believe that we develop a more accurate assessment of the actual geographic risk, with a more integrated understanding of contributing factors to the full risk profile of the issuer.

In the normal course of our ongoing risk and portfolio management process, we closely monitor compliance with a credit limit hierarchy designed to minimize overly concentrated risk exposures by geography, sector and issuer. This framework takes into account various factors such as internal and external ratings, capital efficiency and liquidity and is overseen by a combination of Investment and Corporate Risk Management, as well as insurance portfolio managers focused specifically on managing the investment risk embedded in our portfolio.

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

As of June 30, 2024, our total European exposure had an amortized cost and fair value of $2,553 million and $2,354 million, respectively. Some of the major country level exposures were in the United Kingdom of $951 million, in France of $247 million, in The Netherlands of $262 million, in Switzerland of $84 million, in Germany of $167 million, in Ireland of $156 million, and in Belgium of $56 million. Our direct exposure in Eastern Europe is comparatively small, with less than $1 million of exposure in Russia and none in Ukraine or Belarus.

Consolidated and Nonconsolidated Investment Entities

We use many forms of entities to achieve our business objectives and we have participated in varying degrees in the design and formation of these entities. These entities are considered to be VIEs or VOEs (collectively, "Consolidated Investment Entities"), or nonconsolidated VIEs, and we evaluate our involvement with each entity to determine whether consolidation is required.

We perform a quarterly consolidation analysis to assess if the consolidation of a fund is required. The consolidation process brings on the assets, liabilities, noncontrolling interest and operations of the VIE and/or VOE into our financial statements.

If the fund no longer meets the criteria for consolidation, the assets, liabilities, noncontrolling interest and operations of the fund is removed from our financial statements. This process of consolidation/deconsolidation could have a material impact on Total shareholders’ equity.

See Consolidation and Noncontrolling Interests and Fair Value Measurements in the Business, Basis of Presentation and Significant Accounting Policies Note to our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K. Additionally, see the Consolidated and Nonconsolidated Investment Entities Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.

Securitizations

We invest in various tranches of securitization entities, including RMBS, CMBS and ABS. Refer to the Consolidated and Nonconsolidated Investment Entities Note and Fair Value Measurements (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for an understanding over the Company's Securitizations. Refer to the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for details regarding the carrying amounts and classifications of these assets.

Guarantors and Issuers of Guaranteed Securities

Voya Financial, Inc. (the "Parent Issuer") has issued certain notes pursuant to transactions registered under the Securities Act of 1933. As of June 30, 2024 and December 31, 2023 , such securities consist of (i) the 5.7% senior notes due 2043, the 3.65%


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senior notes due 2026, the 4.8% senior notes due 2046, and the 3.976% senior notes due 2025 with an aggregate principal amount of $1.5 billion (collectively, the "Senior Notes") and (ii) the 4.7% fixed-to-floating junior subordinated notes due 2048, with principal amount of $336 million (the "Junior Subordinated Notes" and, together with the Senior Notes, the "Registered Notes").

Voya Holdings, Inc. (the "Subsidiary Guarantor"), a wholly owned subsidiary of the Parent Issuer, has guaranteed each of the Registered Notes on a full and unconditional basis. No other subsidiary of the Parent Issuer has guaranteed any of the Registered Notes. The Parent Issuer and the Subsidiary Guarantor are hereby referred to below as the "Obligor Group."

The full and unconditional guarantees require the Subsidiary Guarantor to satisfy the obligations of the guaranteed security immediately, if and when the Parent Issuer has failed to make a scheduled payment thereunder. If the Subsidiary Guarantor does not make such payment, any holder of the guaranteed security may immediately bring suit directly against the Subsidiary Guarantor for payment of amounts due and payable.

Set forth below is summarized financial information of the Obligor Group, as presented on a combined basis. Inter-combination transactions and balances within the Obligor Group have been eliminated. In addition, financial information of any non-issuer or non-guarantor subsidiaries, which would normally be consolidated by either the Parent Issuer or the Subsidiary Guarantor under U.S. generally accepted accounting principles, has been excluded from such presentation.

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


	As of and for the
($ in millions)	Six Months Ended June 30, 2024		Year Ended December 31, 2023
Summarized Statements of Operations Information:
Total revenues	$	31	$	133
Total benefits and expenses	80		216
Income (loss), net of tax	(40)		(59)

Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(40)		(59)
Net income (loss) available to Obligor Group	(40)		(59)


Summarized Balance Sheets Information:
Total investments	41		32
Cash and cash equivalents	188		207

Deferred income taxes	854		875
Goodwill	94		94
Loans to non-obligated subsidiaries	379		227
Due from non-obligated subsidiaries	1		8
Total assets	1,567		1,466

Short-term debt with non-obligated subsidiaries	905		445
Due to non-obligated subsidiaries	28		5
Long-term debt	1,707		2,097
Total liabilities	$	2,756	$	2,747

Legislative and Regulatory Developments

Private Fund Adviser Rule

In August 2023, the SEC adopted the new "Private Fund Adviser" rule under the Investment Advisers Act, which imposed new disclosure and transparency obligations on advisors to private funds and prohibited advisors from granting preferential treatment to investors in private funds. A lawsuit was filed in September 2023 in the federal court of appeals challenging the validity and enforceability of this rule, and the rule was ultimately vacated by the 5th Circuit in June 2024. We continue to


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monitor for developments as we expect that the SEC may propose new rules, seek further industry comment, or possibly issue a modified Private Fund Adviser rule proposal.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk that our consolidated financial position and results of operations will be affected by fluctuations in the value of financial instruments. We have significant holdings in financial instruments and are naturally exposed to a variety of market risks. The main market risks we are exposed to include interest rate risk, equity market price risk and credit risk. We do not have material market risk exposure to "trading" activities in our Condensed Consolidated Financial Statements. For further details on these market risks, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of our Annual Report on Form 10-K.

Market Risk Related to Interest Rates

We assess interest rate exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either increasing or decreasing 100 basis point parallel shifts in the yield curve. In calculating these amounts, we exclude gains and losses on separate account fixed income securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding future interest rates or the performance of fixed income markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These tests do not measure the change in value that could result from non-parallel shifts in the yield curve. As a result, the actual change in fair value from a 100 basis point change in interest rates could be different from that indicated by these calculations.

The following table summarizes the net estimated potential change in fair value from hypothetical 100 basis point upward and downward shifts in interest rates as of June 30, 2024:


	As of June 30, 2024
					Hypothetical Change in Fair Value(2)
($ in millions)	Notional		Fair Value(1)		+ 100 Basis Points Yield Curve Shift		- 100 Basis Points Yield Curve Shift
Financial assets with interest rate risk:
Fixed maturity securities, including securities pledged	$	—	$	27,472	$	(1,650)	$	1,860
Mortgage loans on real estate	—		4,705		(144)		154
Financial liabilities with interest rate risk:
Investment contracts:
Funding agreements without fixed maturities and deferred annuities(3)	—		33,354		(1,610)		2,001
Funding agreements with fixed maturities	—		1,208		1		—
Supplementary contracts and immediate annuities	—		531		(38)		6
Derivatives:
Interest rate contracts	15,579		39		194		(217)
Long-term debt	—		1,613		(59)		66
Stabilizer and MCGs	—		10		15		2
Embedded derivatives on reinsurance	—		(16)		24		(28)

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

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

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

Market Risk Related to Equity Market Prices

We assess equity risk exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either an increase or decrease of 10% in all equity market benchmark levels. In calculating these amounts, we exclude gains and


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

The following table summarizes the net estimated potential change in fair value from an instantaneous increase and decrease in all equity market benchmark levels of 10% as of June 30, 2024:


	As of June 30, 2024
					Hypothetical Change in Fair Value(1)
($ in millions)	Notional		Fair Value		+ 10% Equity Shock		-10% Equity Shock
Financial assets with equity market risk:
Equity securities, at fair value	$	—	$	240	$	24	$	(24)
Limited partnerships/corporations	—		1,723		103		(103)
Derivatives:
Equity futures and total return swaps	242		1		19		(19)
Equity options	36		—		—		—

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic SEC filings is made known to them in a timely manner.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

Purchases of Equity Securities by the Issuer

The following table summarizes Voya Financial, Inc.’s repurchases of its common stock for the three months ended June 30, 2024:


Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
					(in millions)
April 1, 2024 - April 30, 2024	802,712	$	69.87	774,285	$	671
May 1, 2024 - May 31, 2024	902,795	73.78		829,451	610
June 1, 2024 - June 30, 2024	823,182	73.12		805,422	551
Total	2,528,689	$	72.32	2,409,158	N/A

(1) In connection with the exercise or vesting of equity-based compensation awards, employees may remit to Voya Financial, Inc., or Voya Financial, Inc. may withhold into treasury stock, shares of common stock in respect of tax withholding obligations and option exercise cost associated with such exercise or vesting. For the three months ended June 30, 2024, there was an increase of 119,531 Treasury shares in connection with such withholding activities.

(2) On April 23, 2024, the Company's Board of Directors provided an additional share repurchase authorization of $500 million. This share repurchase authorization expires on June 30, 2025 (unless extended) and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board of Directors at any time.

Item 5. Other Information

During the three months ended June 30, 2024, the following trading plans that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) were adopted or terminated by directors and officers of the Company (as defined in Rule 16a-1(f)) :

Name and title of director or officer

Date of adoption of trading arrangement

Duration of trading arrangement

Aggregate number of securities to be sold or purchased under trading arrangement

Santhosh I. Keshavan, EVP, Chief Information Officer

May 7, 2024

August 7, 2024 to March 18, 2025

14,060

Item 6. Exhibits

See Exhibit Index on the following page.


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Voya Financial, Inc.


Exhibit Index
Exhibit No.						Description of Exhibit
10.1+*						Voya Financial, Inc. 2024 Omnibus Incentive Plan
31.1+						Rule 13a-14(a)/15d-14(a) Certification of Heather H. Lavallee, Chief Executive Officer (included as Exhibit 31.1 to Form 10-Q)
31.2+						Rule 13a-14(a)/15d-14(a) Certification of Donald C. Templin, Chief Financial Officer (included as Exhibit 31.2 to Form 10-Q)
32.1+						Section 1350 Certification of Heather H. Lavallee, Chief Executive Officer (included as Exhibit 32.1 to Form 10-Q)
32.2+						Section 1350 Certification of Donald C. Templin, Chief Financial Officer (included as Exhibit 32.2 to Form 10-Q)
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+						Inline XBRL Taxonomy Extension Schema
101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase
104+						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

+ Filed herewith.

*This exhibit is a management contract or compensatory plan or arrangement


			105

Table of Contents

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.

August 1, 2024

Voya Financial, Inc.

(Date)

(Registrant)

By:

/s/

Donald C. Templin

Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)


			106

Document

VOYA FINANCIAL, INC.

2024 OMNIBUS INCENTIVE PLAN

TABLE OF CONTENTS


ARTICLE 1 GENERAL		Page
1.1	Purpose	1
1.2	Definitions of Certain Terms	1
1.3	Administration	5
1.4	Persons Eligible for Awards	6
1.5	Types of Awards under Plan	6
1.6	Shares of Common Stock Available for Awards	6
ARTICLE 2 AWARDS UNDER THE PLAN
2.1	Agreements Evidencing Awards	7
2.2	No Rights as a Stockholder	7
2.3	Options	8
2.4	Stock Appreciation Rights	9
2.5	Restricted Shares	9
2.6	Restricted Stock Units	10
2.7	Dividend Equivalent Rights	10
2.8	Treatment of Dividends and Dividend Equivalents on Unvested Awards	10
2.9	Other Stock-Based and Cash-Based Awards	10
2.1	Non-Employee Director Limitation on Awards	10
2.11	Repayment if Conditions Not Met	11
ARTICLE 3 MISCELLANEOUS
3.1	Amendment of the Plan	11
3.2	Tax Withholding	11
3.3	Required Consents and Legends	11
3.4	Right of Offset	12
3.5	Nonassignability; No Hedging	12
3.6	Change in Control	12
3.7	Right of Discharge Reserved	13
3.8	Nature of Payments	13
3.9	Non-Uniform Determinations	13
3.1	Other Payments or Awards	14
3.11	Plan Headings	14
3.12	Termination of Plan	14
3.13	Section 409A	14
3.14	Clawback/Recoupment	15
3.15	Governing Law	15
3.16	Arbitration	15
3.17	Severability; Entire Agreement	16
3.18	Waiver of Claims	16
3.19	No Third Party Beneficiaries	16
3.2	Successors and Assigns of Voya Financial	16
3.21	Waiver of Jury Trial	16
3.22	Date of Adoption, Approval of Stockholders and Effective Date	17

VOYA FINANCIAL, INC.

2024 OMNIBUS INCENTIVE PLAN

ARTICLE I

GENERAL

1.1 Purpose

The Voya Financial, Inc. 2024 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is designed to help the Company (as hereinafter defined): (1) attract, retain and motivate officers and key employees (including prospective employees), Consultants, Non-Employee Directors and others who may perform services for the Company; (2) align the interests of such persons with the stockholders of Voya Financial; and (3) promote ownership of Voya Financial’s equity.

This Plan governs Awards granted on or after the Effective Date (as hereinafter defined). This Plan will not affect the terms or conditions of any equity award grants under any other plans before the Effective Date. This Plan is a successor to the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan, the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan and the Voya Financial, Inc. Amended and Restated 2013 Omnibus Non-Employee Director Incentive Plan (the “Prior Plans”) and, provided that this Plan is approved by the Company’s shareholders, no further grants shall be made pursuant to the Prior Plans after the Effective Date.

1.2 Definitions of Certain Terms

For purposes of this Plan, the following terms have the meanings set forth below:

1.2.0 “Affiliate” means any person or entity that controls, is controlled by or is under common control with the Company.

1.2.1 “Award” means an award made pursuant to the Plan.

1.2.2 “Award Agreement” means the written document by which each Award is evidenced, and which the Committee will require a Grantee to execute or acknowledge as a condition to receiving an Award or the benefits under an Award, and which sets forth the terms and provisions applicable to Awards granted under the Plan to such Grantee. Any reference herein to an agreement in writing will be deemed to include an electronic writing to the extent permitted by applicable law.

1.2.3 “Board” means the Board of Directors of Voya Financial.

1.2.4 “Business Combination” has the meaning set forth in Section 1.2.7(d).

1.2.5 “Certificate” means a stock certificate (or other appropriate document or evidence of ownership) representing shares of Common Stock.

1.2.6 “Cause” means (x) with respect to a Grantee employed pursuant to a written employment agreement which agreement includes a definition of “Cause”, “Cause” as defined in that agreement or (y) with respect to any other Grantee, the occurrence of any of the following:

ARTICLE Isuch Grantee’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof or under the laws of any other jurisdiction;

(a) such Grantee’s commission of, or participation in, a fraud against Voya Financial or any Subsidiary or any client of Voya Financial or of any Subsidiary or an act of dishonesty against Voya Financial or any Subsidiary or any client of Voya Financial or any Subsidiary that is materially injurious to the Company or its Affiliates;

(b) such Grantee’s material violation of any material contract or agreement between the Grantee and Voya Financial or any Subsidiary;

(c) any act or omission by Grantee involving malfeasance or gross negligence in the performance of Grantee’s duties and responsibilities to the material detriment of Voya Financial or any Subsidiary; or

(d) such Grantee’s material violation of the applicable rules or regulations of any governmental or self-regulatory authority that causes material harm to Voya Financial or any Subsidiary, such Grantee’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity required by his or her job description or such Grantee’s loss of any governmental or self-regulatory license that is reasonably necessary for such Grantee to perform his or her duties or responsibilities, in each case as an employee or a Consultant, as applicable, of Voya Financial or any Subsidiary.

The determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of Employment was for Cause).

1.2.7 “Change in Control” means the occurrence of any of the following events:

(a) individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of Voya Financial in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of Voya Financial as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b) any person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Voya Financial representing 30% or more of the combined voting power of Voya Financial’s then-outstanding securities eligible to vote for the election of the Board (the “Voya Financial Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of the ownership of, or an acquisition of, Voya Financial Voting Securities: (1) by Voya Financial or any Subsidiary, (2) by any employee benefit plan (or related trust) sponsored or maintained by Voya Financial or any Subsidiary, (3) by any underwriter temporarily holding securities pursuant to an offering of such securities or (4) pursuant to a Non-Qualifying Transaction (as defined in Section 1.2.7(d));

(d) the consummation of any merger, consolidation or statutory share exchange or similar form of corporate transaction involving Voya Financial that requires the approval of the stockholders of Voya Financial, whether for such transaction or the issuance of securities in the transaction (a “Business

Combination”) unless immediately following such Business Combination: (1) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Entity”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by Voya Financial Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Voya Financial Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Voya Financial Voting Securities among the holders thereof immediately prior to the Business Combination), (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent) is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity) and (3) at least a majority of the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (1), (2) and (3) described in this clause (d) shall be deemed a “Non-Qualifying Transaction”); or

(e) the approval by the stockholders of Voya Financial of any dissolution or liquidation of Voya Financial.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 30% of the Voya Financial Voting Securities as a result of the acquisition of Voya Financial Voting Securities by Voya Financial which reduces the number of Voya Financial Voting Securities outstanding; provided that if after such acquisition by Voya Financial such person becomes the beneficial owner of additional Voya Financial Voting Securities that increases the percentage of outstanding Voya Financial Voting Securities beneficially owned by such person, a Change in Control shall then occur.

1.2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto, and the applicable rulings and regulations thereunder.

1.2.9 “Committee” has the meaning set forth in Section 1.3.1.

1.2.10 “Common Stock” means the common stock of Voya Financial, par value $0.01 per share, and any other securities or property issued in exchange therefor or in lieu thereof pursuant to Section 1.6.

1.2.11 “Company” means Voya Financial, Inc. and any Subsidiary.

1.2.12 “Consent” has the meaning set forth in Section 3.3.2.

1.2.13 “Consultant” means any individual who provides bona fide consulting or advisory services to Voya Financial or any Subsidiary pursuant to a written agreement.

1.2.14 “Covered Person” has the meaning set forth in Section 1.3.4.

1.2.15 “Director” means a member of the Board or a member of the board of directors of a consolidated subsidiary of Voya Financial.

1.2.16 “Effective Date” has the meaning set forth in Section 3.22.

1.2.17 “Employee” means a regular, active employee and a prospective employee of Voya Financial or any Subsidiary, as determined by the Committee, in its sole discretion.

1.2.18 “Employment” means a Grantee’s performance of services for Voya or any Subsidiary, as determined by the Committee. The terms “employ” and “employed” will have their correlative meanings. The Committee in its sole discretion may determine (a) whether and when a Grantee’s leave of absence results in a termination of Employment, (b) whether and when a change in a Grantee’s association with Voya Financial or any Subsidiary results in a termination of Employment and (c) the impact, if any, of any such leave of absence or change in association on outstanding Awards. Unless expressly provided otherwise, any references in the Plan or any Award Agreement to a Grantee’s Employment being terminated will include both voluntary and involuntary terminations. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (“Section 409A”) (and not exempt therefrom), a termination of Employment occurs when a Grantee experiences a “separation from service” (as such term is defined under Section 409A).

1.2.19 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.

1.2.20 “Fair Market Value” means, with respect to a share of Common Stock, the closing price reported for the Common Stock on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee, unless determined as otherwise specified herein. For purposes of the grant of any Award, the applicable date will be the trading day on which the Award is granted or, if the date the Award is granted is not a trading day, the trading day immediately prior to the date the Award is granted. For purposes of the exercise of any Award, the applicable date is the date a notice of exercise is received by the Company or, if such date is not a trading day, the trading day immediately following the date a notice of exercise is received by the Company.

1.2.21 “Family Member” means, as to a Grantee, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, mother-in-law, father-in-law, son-in-law or daughter-in-law (including adoptive relationships), or domestic partner of such Grantee, (ii) trusts for the exclusive benefit of one or more such persons and/or the Grantee and (iii) other entity owned solely by one or more such persons and/or the Grantee.

1.2.22 “Good Reason” means, in the absence of written consent of a Grantee:

(a) any material and adverse change in the Grantee’s position or authority with Voya Financial or any Subsidiary as in effect immediately before a Change in Control, other than an isolated and insubstantial action not taken in bad faith and which is remedied by Voya Financial or any Subsidiary within 60 days after receipt of notice thereof given by the Grantee;

(b) the transfer of the Grantee’s primary work site to a new primary work site that is more than 50 miles from the Grantee’s primary work site in effect immediately before a Change in Control; or

(c) a diminution of the Grantee’s base salary in effect immediately before a Change in Control by more than 10%, unless such diminution applies to all similarly situated employees.

Notwithstanding the foregoing, placing the Grantee on a paid leave for up to 90 days, pending the determination of whether there is a basis to terminate the Grantee for Cause, shall not constitute a Good Reason event. If the Grantee does not deliver to Voya Financial or the Subsidiary of whom he is an Employee, as applicable, a written notice of termination within 60 days after the Grantee has knowledge that an event constituting Good Reason has occurred, the event will no longer constitute Good Reason. In addition, the Grantee must give Voya Financial or the Subsidiary, as applicable, notice and 30 days to cure the event constituting Good Reason.

1.2.23 “Grantee” means an Employee, Non-Employee Director or Consultant who receives an Award.

1.2.24 “Incentive Stock Option” means a stock option to purchase shares of Common Stock that is intended to be an “incentive stock option” within the meaning of Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is designated as an Incentive Stock Option in the applicable Award Agreement.

1.2.25 “Incumbent Directors” has the meaning set forth in Section 1.2.7(a).

1.2.26 "Non-Employee Director” means a regular, active Director or prospective Director, in either case who is not an employee of the Company or its Affiliates.

1.2.27 “Non-Qualifying Transaction” has the meaning set forth in Section 1.2.7(d).

1.2.28 “Performance Goals” means the goals determined by the Committee, in its discretion, to be applicable to a Grantee with respect to an Award. Performance goals for any Award may relate to any criteria determined by the Committee, in its discretion.

1.2.29 “Plan” has the meaning set forth in Section 1.1.

1.2.30 “Plan Action” has the meaning set forth in Section 3.3.1.

1.2.31 “Section 409A” has the meaning set forth in Section 1.2.18.

1.2.32 “Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.

1.2.33 “Subsidiary” means any corporation or other entity in which Voya Financial has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then-outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or managing partners.

1.2.34 “Surviving Entity” has the meaning set forth in Section 1.2.7(d).

1.2.35 “Ten Percent Stockholder” means a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of Voya Financial and of any Subsidiary or parent corporation of Voya Financial.

“Voya Financial” means Voya Financial, Inc., a Delaware corporation.

1.2.36 “Voya Financial Voting Securities” has the meaning set forth in Section 1.2.7(b).

1.3 Administration

1.3.1 The Compensation and Benefits Committee of the Board (as constituted from time to time, and including any successor committee, the “Committee”) will administer the Plan. In particular, the Committee will have the authority in its sole discretion to:

(a) exercise all of the powers granted to it under the Plan;

(b) construe, interpret and implement the Plan and all Award Agreements;

(c) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing the Committee’s own operations;

(d) make all determinations necessary or advisable in administering the Plan;

(e) correct any defect, supply any omission and reconcile any inconsistency in the Plan;

(f) amend the Plan to reflect changes in applicable law;

(g) grant Awards and determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including setting forth provisions with regard to the effect of a termination of Employment on such Awards;

(h) amend any outstanding Award Agreement in any respect, including, without limitation, to (1) accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised (and, in connection with such acceleration, the Committee may provide that any shares of Common Stock acquired pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award), (2) accelerate the time or times at which shares of Common Stock are delivered under the Award (and, without limitation on the Committee’s rights, in connection with such acceleration, the Committee may provide that any shares of Common Stock delivered pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award), (3) waive or amend any goals, restrictions or conditions set forth in such Award Agreement, or impose new goals, restrictions and conditions or (4) reflect a change in the Grantee’s circumstances (e.g., a termination of a Grantee’s service as a Non-Employee Director, a change to part-time employment status or a change in position, duties or responsibilities); and

(i) determine at any time whether, to what extent and under what circumstances and method or methods, subject to Section 2.3.6, 2.4.5 and 3.13, (1) Awards may be (A) settled in cash, shares of Common Stock, other securities, other Awards or other property (in which event, the Committee may specify what other effects such settlement will have on the Grantee’s Award, including the effect on any repayment provisions under the Plan or Award Agreement), (B) exercised or (C) canceled, forfeited or suspended, (2) shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Grantee thereof or of the Committee, (3) to the extent permitted under applicable law, loans (whether or not secured by Common Stock) may be extended by the Company with respect to any Awards, (4) Awards may be settled by Voya Financial, any Subsidiary or any of its affiliates or any of its or their designees and (5) the exercise price or hurdle price (as applicable) for any stock option (other than an Incentive Stock Option, unless the Committee determines that such a stock option will no longer constitute an Incentive Stock Option) or stock appreciation rights (“SARs”) may be reset.

1.3.2 Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically or through other permissible virtual or electronic means). Any action may be taken by a written instrument signed by a majority of the Committee members, and action so taken will be fully as effective as if it had been taken by a vote at a meeting. The determination of the Committee on all matters relating to the Plan or any Award Agreement will be final, binding and conclusive.

The Committee may allocate among its members and delegate to any person who is not a member of the Committee or to any administrative group within the Company, any of its powers, responsibilities or duties, subject to applicable law. In delegating its authority, the Committee will consider the extent to which any delegation may cause

Awards to fail to meet the requirements of Rule 16(b)-3(d)(1) or Rule 16(b)-3(e) under the Exchange Act. Except as specifically provided to the contrary, references to the Committee include any administrative group, individual or individuals to whom the Committee has delegated its duties and powers.

1.3.3 Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board will have all of the authority and responsibility granted to the Committee herein.

1.3.4 No Employee or Non-Employee Director (each such person, a “Covered Person”) will have any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award, except as expressly provided by statute. Subject to Section 3.14, each Covered Person will be indemnified and held harmless by Voya Financial against and from (a) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement, in each case, in good faith and (b) any and all amounts paid by such Covered Person, with Voya Financial’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that Voya Financial will have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once Voya Financial gives notice of its intent to assume the defense, Voya Financial will have sole control over such defense with counsel of Voya Financial’s choice. The foregoing right of indemnification will not be available to a Covered Person to the extent that a court of competent jurisdiction or arbitration venue in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under Voya Financial’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that Voya Financial may have to indemnify such persons or hold them harmless.

1.4 Persons Eligible for Awards

Awards under the Plan may be made to Employees, Non-Employee Directors and Consultants.

1.5 Types of Awards under Plan

Awards may be made under the Plan in the form of any of the following: (A) in each case in respect of Common Stock, (a) performance shares, (b) restricted shares, (c) restricted stock units, (d) dividend equivalent rights, (e) stock options, (f) SARs and (g) other stock-based or stock-related Awards (including performance-based awards and as further described in Section 2.9.1) and (B) cash-based awards (as further described in Section 2.9.2), in each case that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company.

1.6 Shares of Common Stock Available for Awards

1.6.1 Subject to adjustment as provided in this Section 1.6, 8,000,000 shares of the common stock of the Company (the “Common Stock”) shall initially be available for all Awards under the Plan, less one (1) share for every one (1) share granted under any Prior Plan after December 31, 2023 (the “Plan Reserve”). Subject to adjustment as provided in this Section 1.6, the maximum number of shares of Common Stock in the aggregate that may be issued under the Plan in connection with Incentive Stock Options shall not exceed the Plan Reserve. After the Effective Date, no awards may be granted under any Prior Plan; however, any awards under a Prior Plan that are outstanding as of the Effective Date shall remain subject to the terms and conditions of, and continue to be governed by, such Prior Plan.

1.6.2 Permitted Addbacks to Share Reserve. If (i) any shares of Common Stock subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), or (ii) after December 31, 2023 any shares of Common Stock subject to an award under any Prior Plan are forfeited, an award under any Prior Plan expires or is settled for cash (in whole or in part), then in each such case the shares of Common Stock subject to such Award or award under any Prior Plan shall, to the extent of such forfeiture, expiration or cash settlement, be added to the shares available for Awards under the Plan. In the event that withholding tax liabilities arising from an Award other than a stock option or SAR or, after December 31, 2023, an award other than an option or SAR under any Prior Plan are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of shares of Common Stock by the Company, the shares so tendered or withheld shall be added to the shares of Common Stock available for Awards under the Plan; provided, however, that shares that again become available for issuance under the Plan pursuant to the preceding clause (ii) shall not increase the numbers of shares of Common Stock that may be granted under the Plan in connection with Incentive Stock Options.

1.6.3 No Recycling of Options or SARs. Notwithstanding anything to the contrary contained herein, the following shares of Common Stock shall not be added to the shares of Common Stock authorized for grant under Section 1.6.1: (i) shares of Common Stock tendered by the Participant or withheld by the Company in payment of the purchase price of a stock option or, after December 31, 2023, a stock option under any Prior Plan, (ii) shares of Common Stock tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to stock options or SARs or, after December 31, 2023, stock options or SARs under any Prior Plan, (iii) shares of Common Stock subject to a SAR or, after December 31, 2023, a SAR under any Prior Plan, that are not issued in connection with its net stock settlement on exercise thereof, and (iv) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options or, after December 31, 2023, options under any Prior Plan.

1.6.4 Source of Common Stock Subject to the Plan. Effective as of the Effective Date, the shares of Common Stock available for issuance pursuant to Awards under the Plan may, in the discretion of the Committee, be either authorized but unissued shares or shares previously issued and reacquired by Voya Financial. Shares of Common Stock issued in connection with awards that are assumed, converted or substituted as a result of the acquisition by Voya Financial or a Subsidiary of another company (including by way of merger, combination or similar transaction) (such awards, “Substitute Awards”) will not count against the number of shares that may be issued under the Plan.

1.6.5 Adjustments. The Committee will adjust the number of shares of Common Stock authorized pursuant to Section 1.6.1, adjust the individual Grantee limitations set forth in Section 2.10, adjust the number of shares of Common Stock set forth in Section 2.3.2 that can be issued through Incentive Stock Options and adjust the terms of any outstanding Awards (including, without limitation, the number of shares of Common Stock covered by each outstanding Award, the type of property to which the Award relates and the exercise price or hurdle price of any Award), in such manner as it deems appropriate (including, without limitation, by payment of cash) to prevent the enlargement or dilution of rights, or otherwise as it deems appropriate, for any increase or decrease in the number of issued shares of Common Stock (or issuance of shares of stock other than shares of Common Stock) resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split-up, combination, reclassification or exchange of shares of Common Stock, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of Voya Financial, including any extraordinary dividend or extraordinary distribution; provided that no such adjustment shall be made if or to the extent that it would cause an outstanding Award to cease to be exempt from, or to fail to comply with, Section 409A. After any adjustment made pursuant to this Section 1.6.5, the number of shares of Common Stock subject to each outstanding Award will be rounded down to the nearest whole number.

ARTICLE II

AWARDS UNDER THE PLAN

2.1 Agreements Evidencing Awards

Each Award granted under the Plan will be evidenced by an Award Agreement that will contain such provisions and conditions as the Committee deems appropriate. Unless otherwise provided herein, the Committee may grant Awards in tandem with or, subject to Section 3.13, in substitution for or satisfaction of any other Award or Awards granted under the Plan or any award granted under any other plan of Voya Financial or any of its Affiliates. By accepting an Award pursuant to the Plan, a Grantee thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.

2.2 No Rights as a Stockholder

No Grantee (or other person having rights pursuant to an Award) will have any of the rights of a stockholder of Voya Financial with respect to shares of Common Stock subject to an Award until the delivery of such shares. Except as otherwise provided in Section 1.6.5, no adjustments will be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other property) for which the record date is before the date the Certificates for the shares are delivered, or in the event the Committee elects to use another system, such as book entries by the transfer agent, before the date in which such system evidences the Grantee’s ownership of such Shares.

2.3 Options

2.3.1 Grant. Subject to Section 2.10, stock options may be granted in such number and at such times during the term of the Plan as the Committee may determine.

2.3.2 Incentive Stock Options. At the time of grant, the Committee will determine (a) whether all or any part of a stock option granted to an eligible Employee will be an Incentive Stock Option and (b) the number of shares subject to such Incentive Stock Option; provided, however, that (1) the aggregate Fair Market Value (determined as of the time the option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an eligible Employee during any calendar year (under all such plans of Voya Financial or any Affiliate) will not exceed $100,000 and (2) no Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by Voya Financial in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an Incentive Stock Option under the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).The form of any stock option which is entirely or in part an Incentive Stock Option will clearly indicate that such stock option is an Incentive Stock Option or, if applicable, the number of shares subject to the Incentive Stock Option. No more than 8,000,000 shares of Common Stock (as adjusted pursuant to the provisions of Section 1.6.5) that can be delivered under the Plan shall be issued through Incentive Stock Options.

2.3.3 Exercise Price. The exercise price per share with respect to each stock option will be determined by the Committee but will not be less than the Fair Market Value of the Common Stock (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110% of the Fair Market Value). Notwithstanding the foregoing, in the case of a stock option that is a Substitute Award, the exercise price per share may be less than 100% of the Fair Market Value of the Common Stock on the date of grant provided that the grant of such Substitute Award stock option is in compliance with the applicable requirements of Section 409A.

2.3.4 Term of Stock Option. In no event will any stock option be exercisable after the expiration of ten years (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five years) from the date on which the stock option is granted. In the case of Incentive Stock Options, no Incentive Stock Option may be granted more than ten years following the earlier of (i) the date of adoption or (ii) the most recent date of approval of the Plan by shareholders of the Company.

2.3.5 Vesting and Exercise of Stock Option and Payment for Shares. A stock option may vest and be exercised at such time or times and subject to such terms and conditions as will be determined by the Committee at the time the stock option is granted and set forth in the Award Agreement. Subject to any limitations in the applicable Award Agreement, any shares not acquired pursuant to the exercise of a stock option on the applicable vesting date may be acquired thereafter at any time before the final expiration of the stock option. To exercise a stock option, the Grantee must give written notice to Voya Financial specifying the number of shares to be acquired and accompanied by payment of the full purchase price therefor in cash or by certified or official bank check or in another form as determined by the Company, including: (a) personal check, (b) shares of Common Stock, based on the Fair Market Value as of the exercise date, of the same class as those to be granted by exercise of the stock option, (c) any other form of consideration approved by the Company and permitted by applicable law and (d) any combination of the foregoing. The Committee may also make arrangements for the cashless exercise of a stock option. Any person exercising a stock option will make such representations and agreements and furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by Voya Financial, on terms acceptable to Voya Financial, with the provisions of the Securities Act, the Exchange Act and any other applicable legal requirements. If a Grantee so requests, shares acquired pursuant to the exercise of a stock option may be issued in the name of the Grantee and another jointly with the right of survivorship. To the extent a stock option is not previously exercised as to all of the shares subject thereto, and, if the Fair Market Value of one share is greater than the exercise price then in effect, then the stock option shall be deemed automatically exercised immediately before its expiration.

2.3.6 Repricing. Except in connection with a Change in Control or as otherwise permitted by Section 1.6.5, the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted stock option or similar Award by: (i) amending or modifying the terms of the stock option or similar Award to lower the exercise price; (ii) cancelling the stock option or similar Award and granting either (A) replacement stock options or similar Awards having a lower exercise price or (B) other Awards in exchange; or (iii) cancelling or repurchasing underwater stock options or similar Awards for cash or other securities. A stock option or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the shares covered by such Award is less than the exercise price of the Award.

2.4 Stock Appreciation Rights

2.4.1 Grant. Subject to Section 2.10, SARs may be granted in such number and at such times during the term of the Plan as the Committee may determine. SARs may be granted under the Plan to Grantees either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, related to a specific stock option granted under Section 2.3.

2.4.2 Exercise Price/Hurdle Price. The exercise price or hurdle price per share with respect to each SAR will be determined by the Committee but will not be less than the Fair Market Value of the Common Stock. Notwithstanding the foregoing, in the case of a SAR that is a Substitute Award, the exercise price or hurdle price per share may be less than 100% of the Fair Market Value of the Common Stock on the date of grant provided that the grant of such Substitute Award SAR is in compliance with the applicable requirements of Section 409A.

2.4.3 Term of SAR. In no event will any SAR be exercisable after the expiration of ten years from the date on which the SAR is granted.

2.4.4 Vesting and Exercise of SARs and Payment for Shares. A SAR may vest and be exercised at such time or times and subject to such terms and conditions as will be determined by the Committee at the time the SAR is granted and set forth in the Award Agreement. Subject to any limitations in the applicable Award Agreement and this Plan, any payment not acquired pursuant to the exercise of a SAR on the applicable vesting date may be acquired thereafter at any time before the final expiration of the SAR. To exercise a SAR, the Grantee must give written notice to Voya Financial specifying the number of shares underlying the SAR the Grantee wishes to exercise. Any person exercising a SAR will make such representations and agreements and furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by Voya Financial, on terms acceptable to Voya Financial, with the provisions of the Securities Act, the Exchange Act and any other applicable legal requirements. To the extent a SAR is not previously exercised as to all of the shares subject thereto, and, if the Fair Market Value of one share is greater than the exercise price or hurdle price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration.

2.4.5 Repricing. Except in connection with a Change in Control or as otherwise permitted by Section 1.6.5, the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted SAR or similar Award by: (i) amending or modifying the terms of the SAR or similar Award to lower the exercise price or hurdle price; (ii) cancelling the SAR or similar Award and granting either (A) replacement SARs or similar Awards having a lower exercise price or hurdle price or (B) other Awards in exchange; or (iii) cancelling or repurchasing the underwater SAR or similar Awards for cash or other securities. A SAR or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the shares covered by such Award is less than the exercise price or hurdle price of the Award.

2.5 Restricted Shares

2.5.1 Grants. Subject to Section 2.10, the Committee may grant or offer for sale restricted shares in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the achievement of Performance Goals, as determined by the Committee at the time of grant. Upon the delivery of such shares, the Grantee will have the rights of a stockholder with respect to the restricted shares, subject to any other restrictions and conditions as the Committee may include in the applicable Award Agreement. In the event that a Certificate is issued in respect of restricted shares, such Certificate may be registered in the name of the Grantee or its designated agent until the time the restrictions lapse.

2.5.2 Right to Vote and Receive Dividends on Restricted Shares. Each Grantee of an Award of restricted shares will, during the period of restriction, be the beneficial and record owner of such restricted shares and will have full voting rights with respect thereto. Unless the Committee determines otherwise in an Award Agreement and subject to Section 2.8, during the period of restriction, all dividends (whether ordinary or extraordinary and whether paid in cash, additional shares or other property) or other distributions paid upon any restricted share will be retained by the Company for the account of the relevant Grantee. Such dividends or other distributions will revert back to the Company if for any reason the restricted share upon which such dividends or other distributions were paid reverts back to the Company. Upon the expiration of the period of restriction, all such dividends or other distributions made on such restricted share and retained by the Company will be paid, without interest, to the relevant Grantee.

2.6 Restricted Stock Units

Subject to Section 2.10, the Committee may grant Awards of restricted stock units in such amounts and subject to such terms and conditions as the Committee may determine. A Grantee of a restricted stock unit will have only the rights of a general unsecured creditor of Voya Financial until delivery of shares of Common Stock, cash or other securities or property is made as specified in the applicable Award Agreement. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the

achievement of Performance Goals, as determined by the Committee at the time of grant. On the delivery date specified in the Award Agreement, the Grantee of each restricted stock unit not previously forfeited or terminated will receive one share of Common Stock, cash or other securities or property equal in value to a share of Common Stock or a combination thereof, as specified by the Committee.

2.7 Dividend Equivalent Rights

Subject to Section 2.8 and 2.10, the Committee may include in the Award Agreement with respect to any Award (except stock options and SARs) a dividend equivalent right entitling the Grantee to receive amounts equal to all or any portion of the regular cash dividends that would be paid on the shares of Common Stock covered by such Award if such shares had been delivered pursuant to such Award. The Grantee of a dividend equivalent right will have only the rights of a general unsecured creditor of Voya Financial until payment of such amounts is made as specified in the applicable Award Agreement. In the event such a provision is included in an Award Agreement, the Committee will determine whether such payments will be made in cash, in shares of Common Stock or in another form, whether they will be conditioned upon the exercise of the Award to which they relate (subject to compliance with Section 409A), the time or times at which they will be made, and such other terms and conditions as the Committee will deem appropriate.

2.8 Treatment of Dividends and Dividend Equivalents on Unvested Awards

Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is unvested and outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied. In no event shall dividends or dividend equivalents be paid with respect to stock options or SARs.

2.9 Other Stock-Based and Cash-Based Awards

2.9.1 Other Stock-Based Awards. Subject to Section 2.10, the Committee may grant other types of stock-based or stock-related Awards (including the grant or offer for sale of unrestricted shares of Common Stock and the grant of performance-based awards) in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the achievement of Performance Goals, as determined by the Committee at the time of grant. Such Awards may entail the transfer of actual shares of Common Stock to Award recipients and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

2.9.2 Cash-Based Awards. Subject to Section 2.10, the Committee may grant cash-based Awards unrelated to Common Stock in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and payout based upon achievement of one or more goals related to completion of service by the Grantee, achievement of Performance Goals or other performance criteria unrelated to Common Stock, as determined by the Committee at the time of grant. Such Awards will be payable solely in cash and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

2.10 Non-Employee Director Limitation on Awards

The maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid during the fiscal year to the Non-Employee

Director, in respect of such Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation.

2.11 Repayment if Conditions Not Met

If the Committee determines that all terms and conditions of the Plan and a Grantee’s Award Agreement were not satisfied, then the Grantee will be obligated to pay the Company immediately upon demand therefor, (a) with respect to a stock option or SAR, an amount equal to the excess of the Fair Market Value (determined at the time of exercise) of the shares of Common Stock that were delivered in respect of such exercised stock option or SAR, over the exercise price or hurdle price paid therefor, (b) with respect to restricted shares, an amount equal to the Fair Market Value (determined at the time such shares became vested) of such restricted shares, (c) with respect to restricted stock units, an amount equal to the Fair Market Value (determined at the time of delivery) of the shares of Common Stock delivered with respect to the applicable delivery date and (d) with respect to any cash-based Award, the full amount in cash paid to the Grantee, in each case with respect to clauses (a), (b), (c) and (d) of this Section 2.11, without reduction for any amount applied to satisfy withholding tax or other obligations in respect of such Award.

ARTICLE III

MISCELLANEOUS

3.1 Amendment of the Plan

3.1.1 Unless otherwise provided in the Plan or in an Award Agreement, the Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever but, subject to Section 1.6.5 and 3.6 or as otherwise specifically provided herein, no such amendment shall materially adversely impair the rights of the Grantee of any Award without the Grantee’s consent.

3.1.2 Unless otherwise determined by the Board, stockholder approval of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self- regulatory agency; provided, however, if and to the extent the Board determines it is appropriate for the Plan to comply with the provisions of Section 422 of the Code, no amendment that would require stockholder approval under Section 422 of the Code will be effective without the approval of the stockholders of Voya Financial.

3.2 Tax Withholding

Grantees shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt, vesting or exercise of any Award. As a condition to the delivery of any shares of Common Stock, cash or other securities or property pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award (including, without limitation, the Federal Insurance Contributions Act (FICA) tax), (a) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Grantee whether or not pursuant to the Plan (including shares of Common Stock otherwise deliverable), (b) the Committee will be entitled to require that the Grantee remit cash to the Company (through payroll deduction or otherwise) or (c) the

Company may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation.

3.3 Required Consents and Legends

3.3.1 If the Committee at any time determines that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action, a “Plan Action”), then such Plan Action will not be taken, in whole or in part, unless and until such Consent will have been effected or obtained to the full satisfaction of the Committee. The Committee may direct that any Certificate evidencing shares delivered pursuant to the Plan will bear a legend setting forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended shares.

3.3.2 The term “Consent” as used in this Article III with respect to any Plan Action includes (a) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state, or local law, or law, rule or regulation of a jurisdiction outside the United States, (b) any and all written agreements and representations by the Grantee with respect to the disposition of shares, or with respect to any other matter, which the Committee may deem necessary or desirable in order to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (c) any and all other consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory body or any stock exchange or self-regulatory agency, (d) any and all consents by the Grantee to (1) the Company’s supplying to any third party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan, (2) the Company’s deducting amounts from the Grantee’s wages, or another arrangement satisfactory to the Committee, to reimburse the Company for advances made on the Grantee’s behalf to satisfy certain withholding and other tax obligations in connection with an Award and (3) the Company’s imposing sales and transfer procedures and restrictions and hedging restrictions on shares of Common Stock delivered under the Plan and (e) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law or otherwise required by the Committee. Nothing herein will require the Company to list, register or qualify the shares of Common Stock on any securities exchange.

3.4 Right of Offset

In the event of a Grantee’s termination of Employment, the Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Grantee then owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within the meaning of Section 409A, the Committee will have no right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Grantee to the additional tax imposed under Section 409A in respect of an outstanding Award.

3.5 Nonassignability; No Hedging

No Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution, and all such Awards (and any rights

thereunder) will be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative. Notwithstanding the foregoing, the Committee may permit transfers of Awards to a Family Member (including transfers effected by a domestic relations order (in which case the term “spouse” in the definition of “Family Member” shall be deemed to include former spouses)) subject to such terms and conditions as the Committee shall determine; provided that that such Awards may only be transferred without the receipt of consideration by the Grantee. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3.5 will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns.

3.6 Change in Control

3.6.1 In the event of a Change in Control, a Grantee’s Award shall be treated, to the extent determined by the Committee to be permitted under Section 409A, in accordance with one of the following methods as determined by the Committee in its sole discretion: (a) settle such Awards for an amount (as determined in the sole discretion of the Committee) of cash or securities, where, in the case of stock options or SARs, the value of such amount, if any, will be equal to the in-the-money spread value (if any) of such Award; (b) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted under the Plan, as determined by the Committee in its sole discretion; or (c) provide that for a period of at least 20 days prior to the Change in Control, any stock options or SARs will be exercisable as to all shares of Common Stock subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any stock options or SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control. For the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any stock option or SAR for which the exercise price or hurdle price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor.

3.6.2 Unless otherwise determined by the Committee (or unless otherwise set forth in an employment agreement, individual service agreement or an Award Agreement):

(a) For Grantees other than Non-Employee Directors, upon or within two years after a Change in Control, to the extent an Award is not assumed or substituted pursuant to Section 3.6.1 and (i) a Grantee’s Employment is terminated by Voya Financial or any successor entity thereto without Cause or (ii) if the Grantee terminates Employment for Good Reason, each Award granted to such Grantee prior to such Change in Control shall become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of Employment, and any shares of Common Stock deliverable pursuant to restricted stock units shall be delivered promptly (but no later than 15 days) following such Grantee’s termination of Employment, provided that, as of the Change in Control date, any outstanding performance-based Awards shall be deemed earned at the greater of the target performance level or actual performance level through the Change in Control date (or if no target performance level is specified with respect to an Award, such Award shall be deemed earned as if a target performance level had been set and achieved at exactly 100% of such target performance level) with respect to all open performance periods.

(b) For Non-Employee Directors, upon or within one year after a Change in Control, to the extent an Award is not assumed or substituted pursuant to Section 3.6.1 and a Non-Employee Director’s service is terminated by Voya Financial or any successor entity thereto, each Award granted to such Grantee prior to such Change in Control shall become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of service, and any shares of Common Stock

deliverable pursuant to restricted stock units shall be delivered promptly (but no later than 15 days) following such Grantee’s termination of service.

3.7 Right of Discharge Reserved

Neither the grant of an Award nor any provision in the Plan or in any Award Agreement will (a) confer upon any Grantee the right to continued Employment by the Company or affect any right which the Company may have to terminate or alter the terms and conditions of such Employment of (b) create any obligation on behalf of the Board to nominate any Non-Employee Director for re-election to the Board by the Company’s shareholders.

3.8 Nature of Payments

3.8.1 Any and all grants of Awards and deliveries of Common Stock, cash, securities or other property under the Plan will be in consideration of services performed or to be performed for the Company by the Grantee. Awards under the Plan may, in the discretion of the Committee, be made in substitution in whole or in part for cash or other compensation otherwise payable to a Grantee. Only whole shares of Common Stock will be delivered under the Plan. Awards will, to the extent reasonably practicable, be aggregated in order to eliminate any fractional shares. Fractional shares may, in the discretion of the Committee, be forfeited or be settled in cash or otherwise as the Committee may determine.

3.8.2 All such grants and deliveries of shares of Common Stock, cash, securities or other property under the Plan will constitute a special discretionary incentive payment to the Grantee and will not be required to be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Company or under any agreement with the Grantee, unless the Company specifically provides otherwise.

3.9 Non-Uniform Determinations

3.9.1 The Committee’s determinations under the Plan and Award Agreements need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non- uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and (c) whether a Grantee’s Employment has been terminated for purposes of the Plan.

3.9.2 To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purposes of the Plan, the Committee may, without amending the Plan, establish special rules applicable to Awards to Grantees who are foreign nationals, are employed outside the United States, or both, and grant Awards (or amend existing Awards) in accordance with those rules.

3.10 Other Payments or Awards

Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

3.11 Plan Headings

The headings in the Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof.

3.12 Termination of Plan

The Board reserves the right to terminate the Plan at any time; provided, however, that in any case, the Plan will terminate on the tenth anniversary of the Effective Date, and provided further, that all Awards made under the Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.

3.13 Section 409A

3.13.1 All Awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A shall be interpreted, administered and construed to comply with Section 409A, and all Awards made under the Plan that are intended to be exempt from Section 409A shall be interpreted, administered and construed to comply with and preserve such exemption. The Board and the Committee shall have full authority to give effect to the intent of the foregoing sentence. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the Plan and a provision of any Award or Award Agreement with respect to an Award, the Plan shall govern. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Grantee by Section 409A or any damages for failing to comply with Section 409A.

3.13.2 Without limiting the generality of Section 3.13.1, with respect to any Award made under the Plan that is (whether or not intended to be) “deferred compensation” subject to Section 409A:

(a) any payment due upon a Grantee’s termination of Employment shall be paid only upon such Grantee’s separation from service from the Company within the meaning of Section 409A;

(b) any payment to be made with respect to such Award in connection with the Grantee’s separation from service from the Company within the meaning of Section 409A (and any other payment that would be subject to the limitations in Section 409A(a)(2)(b) of the Code) shall be delayed until six months after the Grantee’s separation from service (or earlier death) to the extent such Grantee is a “specified employee” (within the meaning of Section 409A);

(c) to the extent necessary to comply with Section 409A, any other securities, other Awards or other property that the Company may deliver in lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the shares of Common Stock that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A);

(d) with respect to any required Consent described in Section 3.3.2 or the applicable Award Agreement, if such Consent has not been effected or obtained as of the latest date provided by such Award Agreement for payment in respect of such Award and further delay of payment is not permitted in accordance with the requirements of Section 409A, such Award or portion thereof, as applicable, will be forfeited and terminate notwithstanding any prior earning or vesting;

(e) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Grantee’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment;

(f) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Grantee’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award; and

(g) for purposes of determining whether the Grantee has experienced a separation from service from the Company within the meaning of Section 409A, “subsidiary” shall mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with Voya Financial, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, provided that the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations.

3.14 Clawback/Recoupment

Awards under this Plan shall be subject to recoupment or clawback as may be required by applicable law or stock exchange listing conditions or by the Voya Financial, Inc. Compensation Recoupment Policy as it may be amended from time to time.

3.15 Governing Law

THE PLAN WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

3.16 Arbitration

3.16.1 The Company and each Grantee, as a condition to such Grantee’s participation in the Plan, hereby irrevocably submit to resolving any disputes under the Plan or any Award Agreement by arbitration (which may be initiated by either party) administered by JAMS (also known as Judicial Arbitration and Mediation Services), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless such arbitration is prohibited by law. The arbitration shall be held in New York, New York and presided over by three arbitrators. The party who initiates the arbitration with JAMS shall also provide notice to JAMS and the opposing party at the time of the initiation of the arbitration of the name of the party selected arbitrator. The opposing party shall file its answering statement with JAMS with 45 days of their receipt of the notice of filing from JAMS. The name of the opposing party’s appointed arbitrator shall be included in such answering statement. The two party-appointed arbitrators shall select a third arbitrator, who shall serve as the chairperson. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any court for the purpose of enforcing the provisions of this Section 3.16.1. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Arbitration Information”) shall not be disclosed to any non-party except the tribunal, JAMS, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Arbitration Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings.

3.16.2 Each Grantee, as a condition to such Grantee’s participation in the Plan, hereby irrevocably appoints the Chief Legal Officer of Voya Financial as such Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning the Plan, who will promptly advise such Grantee of any such service of process.

3.16.3 Each Grantee, as a condition to such Grantee’s participation in the Plan, agrees to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in this Section 3.16.3, except that a Grantee may disclose information concerning such dispute, controversy or claim to arbitration forum that is considering such dispute, controversy or claim or to such Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute, controversy or claim).

3.16.4 Without limiting the generality of the foregoing, nothing in this Plan (including this Section 3.16.4) or otherwise limits the Grantee’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the U.S. Securities and Exchange Commission (the “SEC”) or any other federal, state, local or foreign governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Grantee for any of these activities, and nothing in this Plan requires the Grantee to waive any monetary award or other payment that the Grantee might become entitled to from the SEC or any other Government Agency. In addition, notwithstanding Grantee’s confidentiality obligations set forth in this Plan, Grantee understands that, pursuant to the U.S. Defend Trade Secrets Act of 2016, Grantee will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, local or non-U.S. government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Grantee also understands that if Grantee files an arbitration claim for retaliation by the Company for reporting a suspected violation of law, Grantee may disclose the trade secret to Grantee’s attorney and use the trade secret information in the arbitration proceeding, if Grantee (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order if applicable). Grantee understands that if a disclosure of trade secrets was not done in good faith pursuant to the above, then Grantee may be subject to liability, including, without limitation, punitive damages and attorneys’ fees.

3.17 Severability; Entire Agreement

If any of the provisions of the Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

3.18 Waiver of Claims

Each Grantee of an Award recognizes and agrees that any determination made by the Committee, the Company or the Board on all matters relating to the Plan or any Award Agreement will be final, binding and conclusive, including, without limitation, the amount of any Award and the terms of any Award Agreement. Each Grantee of an Award recognizes and agrees that neither the Committee, the Company nor the Board will be required to obtain the consent of any Grantee in order to make any amendment to the Plan or any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement).

3.19 No Third Party Beneficiaries

Except as expressly provided in an Award Agreement, neither the Plan nor any Award Agreement will confer on any person other than the Company and the Grantee of any Award any rights or remedies thereunder. The exculpation and indemnification provisions of Section 1.3.4 will inure to the benefit of a Covered Person’s estate and beneficiaries and legatees.

3.20 Successors and Assigns of Voya Financial

The terms of the Plan will be binding upon and inure to the benefit of Voya Financial and any successor entity contemplated by Section 3.6.

3.21 Waiver of Jury Trial

EACH GRANTEE WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE PLAN.

3.22 Date of Adoption, Approval of Stockholders and Effective Date

The Plan was adopted by the Board on March 20, 2024, approved by the stockholders of Voya Financial on May 23, 2024 and became effective upon such stockholder approval (the “Effective Date”).

Document

Exhibit 31.1

CERTIFICATION

I, Heather H. Lavallee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Voya Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	August 1, 2024

By:	/s/	Heather H. Lavallee
		Heather H. Lavallee Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">9 Document

Exhibit 31.2

CERTIFICATION

I, Donald C. Templin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Voya Financial, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	August 1, 2024

By:	/s/	Donald C. Templin
		Donald C. Templin Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. §1350, the undersigned officer of Voya Financial, Inc. (the "Company") hereby certifies that, to the officer's knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 1, 2024

By:

/s/

Heather H. Lavallee

(Date)

Heather H. Lavallee

Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION

August 1, 2024

By:

/s/

Donald C. Templin

(Date)

Donald C. Templin

Chief Financial Officer