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Voya Financial, Inc.

Voya Financial, Inc.VOYA财报

NYSE · 金融 · 人寿保险

Voya Financial is an American financial, retirement, investment and insurance company based in New York City. Voya began as ING U.S., the United States operating subsidiary of ING Group, which was spun off in 2013 and established independent financial backing through an initial public offering. In April 2014, the company rebranded itself as Voya Financial. Voya's predecessors had first entered the U.S. market in the 1970s.

What changed in Voya Financial, Inc.'s 10-K — 2024 vs 2025

Top changes in Voya Financial, Inc.'s 2025 10-K

494 paragraphs added · 482 removed · 398 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

121 edited+31 added−27 removed118 unchanged
The following chart presents a summary of the current competitive landscape where we offer our Workplace Retirement Plans and stable value solutions: Market/Product Segment Competitive Landscape Select Competitors Small Corporate Primary competitors are mutual fund companies and insurance-based providers with third-party administration and relationships Empower Fidelity K-12 Education Primary competitors are insurance-based providers that focus on school districts across the nation Equitable Corebridge Higher Education Competitors are 403(b) plan providers, asset managers and some insurance-based providers TIAA Fidelity Healthcare & Other Non-Profits Competition varies across 403(b) plan providers, asset managers and some insurance-based providers Fidelity TIAA Government Competitors are primarily insurance-based providers, but also include asset managers and 457 providers Empower Nationwide Mid-Large Corporate Recordkeeping Competitors are primarily asset managers and business consulting services firms, but also include payroll firms and insurance-based providers Fidelity Empower Stable Value Competitors are primarily select insurance companies who are also dedicated to the Stable value market, but also include certain banking institutions Prudential MetLife Wealth Management Products and Services Our Wealth Management business offers a variety of investments and protection products, along with advice and guidance delivered to individuals through field-based advisory representatives and home office phone-based representatives.
The following chart presents a summary of the current competitive landscape where we offer our retirement plans and stable value solutions: Market/Product Competitive Landscape Select Competitors Small Corporate Primary competitors are mutual fund companies and insurance-based providers with third-party administration and relationships Empower Fidelity K-12 Education Primary competitors are insurance-based providers that focus on school districts across the nation Equitable Corebridge Higher Education Competitors are 403(b) plan providers, asset managers and some insurance-based providers TIAA Fidelity Healthcare & Other Non-Profits Competition varies across 403(b) plan providers, asset managers and some insurance-based providers Fidelity TIAA Government Competitors are primarily insurance-based providers, but also include asset managers and 457 providers Empower Nationwide Mid-Large Corporate Recordkeeping Competitors are primarily asset managers and business consulting services firms, but also include payroll firms and insurance-based providers Fidelity Empower Stable Value Competitors are primarily select insurance companies who are also dedicated to the Stable value market, but also include certain banking institutions Prudential MetLife Wealth Management Products and Services Our Wealth Management business offers a variety of investments and protection products, along with advice and guidance delivered to individuals through field-based advisory representatives and home office phone-based representatives.
In addition, we also provide decision support tools through the Benefitfocus enrollment platform and through our MyVoyage mobile application, which provides a comprehensive guidance tool for employees to see their entire financial picture including their workplace benefits and savings. We support employers by taking on the administrative burden of benefits enrollment and administration, leave management, COBRA administration, and other obligations.
In addition, we also provide decision support tools through the Benefitfocus enrollment platform and through our MyVoyage application, which provides a comprehensive guidance tool for employees to see their entire financial picture including their workplace benefits and savings. We support employers by taking on the administrative burden of benefits enrollment and administration, leave management, COBRA administration, and other obligations.
With our MyVoyage mobile application, we offer a distinctive guidance tool that assists employees and their dependents to make more informed decisions in making enrollment decisions that span medical coverage, dental insurance, vision, HSA, FSA, retirement contributions and emergency savings. Premiums associated with Financial Wellness and Decision Support are included within Health Account Solutions.
With our MyVoyage application, we offer a distinctive guidance tool that assists employees and their dependents to make more informed decisions in making enrollment decisions that span medical coverage, dental insurance, vision, HSA, FSA, retirement contributions and emergency savings. Premiums associated with Financial Wellness and Decision Support are included within Health Account Solutions.
This in turn depends on sales volumes to new and existing clients, net deposits from retirement plan participants, asset retention, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts.
This in turn depends on sales volumes from new and existing clients, net deposits from retirement plan participants, asset retention, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts.
These laws, regulations and directives also: • provide additional protections regarding the use and disclosure of certain information such as national identification numbers (e.g., Social Security numbers); • require notice to affected individuals, law enforcement, regulators and others if there is a breach of the security of certain personal information; • require financial institutions to implement effective programs to detect, prevent, and mitigate identity theft; 21 Table of Contents • regulate the ability of financial institutions to make telemarketing calls and send e-mail, text or fax messages to consumers and customers; • require oversight of third parties that have access to, and handle, personal information; and • prescribe the permissible uses of certain personal information, including customer information and consumer report information.
These laws, regulations and directives also: 23 Table of Contents • provide additional protections regarding the use and disclosure of certain information such as national identification numbers (e.g., Social Security numbers); • require notice to affected individuals, law enforcement, regulators and others if there is a breach of the security of certain personal information; • require financial institutions to implement effective programs to detect, prevent, and mitigate identity theft; • regulate the ability of financial institutions to make telemarketing calls and send e-mail, text or fax messages to consumers and customers; • require oversight of third parties that have access to, and handle, personal information; and • prescribe the permissible uses of certain personal information, including customer information and consumer report information.
It includes a broad definition of personal information, affords California residents certain individual rights of access and deletion regarding their personal data, and limits the "sale" of such information, which is also broadly construed to include making personal information available to third parties for valuable consideration.
It includes a broad definition of personal information, affords California residents certain individual rights of access and deletion regarding their personal information, and limits the "sale" of such information, which is also broadly construed to include making personal information available to third parties for valuable consideration.
Privacy Laws and Regulation We are subject to laws, regulations and directives that require financial institutions and other businesses to protect the security and confidentiality of personal information, including health-related and customer information, and to notify their customers and other individuals of their policies and practices relating to the collection, use, and disclosure of customer information.
Privacy Laws and Regulations We are subject to laws, regulations and directives that require financial institutions and other businesses to protect the security and confidentiality of personal information, including health-related and customer information, and to notify their customers and other individuals of their policies and practices relating to the collection, use, and disclosure of customer information.
The CCPA does not apply to data subject to the GLBA or the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). However, a breach of California consumers’ personal data, to the extent it involves data not covered by GLBA or HIPAA, may expose us to liability under the CCPA.
The CCPA does not apply to data subject to the GLBA or the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). However, a breach of California consumers’ personal information, to the extent it involves data not covered by GLBA or HIPAA, may expose us to liability under the CCPA.
VFA representatives help provide cohesiveness between our Retirement Plans and Wealth Management businesses and are grouped into two primary categories: field-based and home office phone-based representatives. Field-based representatives are registered sales and investment advisory representatives that drive both fee-based and commissioned sales.
VFA representatives help provide cohesiveness between our Retirement and Wealth Management businesses and are grouped into two primary categories: field-based and home office phone-based representatives. Field-based representatives are registered sales and investment advisory representatives that drive both fee-based and commissioned sales.
Channel Distribution Activities Unaffiliated Distribution Independent Sales Agents • Approximately 2,500 sales agents • Primarily sell fixed annuity products from multiple vendors in the education market • Focus on increasing participant enrollments and deferral amounts in existing K-12 education segment plans Brokers and Advisors • Over 14,000 wirehouse and independent regional and local brokers, specialty retirement plan advisors and registered investment advisors • Primarily distribute to the small-mid corporate market, as well as education, healthcare and government markets • Typically present plan options from multiple vendors • Assist with enrollment and education Third Party Administrators ("TPAs") • Over 1,000 TPAs • Primarily sell products to our small-mid corporate markets and select tax-exempt market plans • Primarily present plan options from multiple vendors • Typically focus on providing plan services, but may initiate and complete the sales process • Connects our wholesale team and unaffiliated producers who seek references for determining which plan vendors to recommend Affiliated Distribution Voya Financial Advisors ("VFA") • Over 450 VFA field and phone-based financial professionals • Sell workplace retirement plans • Support plan participants with enrollment, education, advice and guidance services • Field-based representatives focus on enrollment and contribution activities within our education, healthcare and government market workplace retirement plans • Phone-based representatives focus on education, guidance and rollover support services to workplace retirement plan participants in all markets Wholesale Field Force • Locally based wholesalers • Focus on expanding and strengthening relationships with unaffiliated distribution partners and TPAs who sell and service workplace retirement plan offerings Dedicated Voya Sales Teams • Our employee sales teams work with over 200 different pension specialty consulting firms (including national aggregators with both affiliated and unaffiliated firm-level business models whose continued growth expands our distribution reach) that represent employers in corporate and tax-exempt markets seeking large-mega retirement plans, stable value solutions and non-qualified executive compensation offerings 9 Table of Contents Competition Our Retirement Plans business competes with other large, well-established insurance companies, asset managers, record keepers and diversified financial institutions.
Channel Distribution Activities Unaffiliated Distribution Independent Sales Agents • Approximately 2,400 sales agents • Primarily sell fixed annuity products from multiple vendors in the education market • Focus on increasing participant enrollments and deferral amounts in existing K-12 education segment plans Brokers and Advisors • Over 15,000 wirehouse and independent regional and local brokers, specialty retirement plan advisors and registered investment advisors • Primarily distribute to the small-mid corporate market, as well as education, healthcare and government markets • Typically present plan options from multiple vendors • Assist with enrollment and education Third Party Administrators ("TPAs") • Approximately 1,000 TPAs • Primarily sell products to our small-mid corporate markets and select tax-exempt market plans • Primarily present plan options from multiple vendors • Typically focus on providing plan services, but may initiate and complete the sales process • Connects our wholesale team and unaffiliated producers who seek references for determining which plan vendors to recommend Affiliated Distribution Voya Financial Advisors ("VFA") • Over 400 VFA field advisors • Sell workplace retirement plans • Support plan participants with enrollment, education, advice and guidance services • Field-based representatives focus on enrollment and contribution activities within our education, healthcare and government market workplace retirement plans • Over 90 phone-based financial professionals • Phone-based representatives focus on education, guidance and rollover support services to workplace retirement plan participants in all markets Wholesale Field Force • Locally based wholesalers • Focus on expanding and strengthening relationships with unaffiliated distribution partners and TPAs who sell and service workplace retirement plan offerings Dedicated Voya Sales Teams • Our employee sales teams work with over 200 different pension specialty consulting firms (including national aggregators with both affiliated and unaffiliated firm-level business models whose continued growth expands our distribution reach) that represent employers in corporate and tax-exempt markets seeking large-mega retirement plans, stable value solutions and non-qualified executive compensation offerings 9 Table of Contents Competition Our Retirement business competes with other large, well-established insurance companies, asset managers, record keepers and diversified financial institutions.
Regulators typically investigate or monitor an insurance company if its IRIS ratios fall outside the prescribed usual range for four or more of the ratios, but each state has the right to inquire about any ratios falling outside the usual range. We do not anticipate regulatory action as a result of our 2024 IRIS ratio results. Insurance Guaranty Associations .
Regulators typically investigate or monitor an insurance company if its IRIS ratios fall outside the prescribed usual range for four or more of the ratios, but each state has the right to inquire about any ratios falling outside the usual range. We do not anticipate regulatory action as a result of our 2025 IRIS ratio results. Insurance Guaranty Associations .
The following organizational chart presents the ownership and jurisdiction of incorporation of our principal subsidiaries as of December 31, 2024: This chart shows our principal intermediate holding company, Voya Holdings; our principal insurance operating entities, VRIAC and RLI; and Voya IM, the parent company of the various entities through which we operate our Investment Management segment.
The following organizational chart presents the ownership and jurisdiction of incorporation of our principal subsidiaries as of December 31, 2025: This chart shows our principal intermediate holding company, Voya Holdings; our principal insurance operating entities, VRIAC and RLI; and Voya IM, the parent company of the various entities through which we operate our Investment Management segment.
In addition, the SEC has promulgated more prescriptive investor disclosure rules regarding cybersecurity incidents, as well as cybersecurity risk management and governance. Twenty-six states have adopted versions of the NAIC’s Insurance Data Security Model Law (the "Model Law"), and other states may adopt versions of the Model Law in the future.
In addition, the SEC has promulgated more prescriptive investor disclosure rules regarding cybersecurity incidents, as well as cybersecurity risk management and governance. Twenty-eight states have adopted versions of the NAIC’s Insurance Data Security Model Law (the "Model Law"), and other states may adopt versions of the Model Law in the future.
As of January 1, 2024, 2023 and 2022, Stop Loss has or had a reinsurance program that limits our exposure on any one specific claim to $5 million, with aggregate stop-loss reinsurance that limits our exposure to $5 million over the Policyholder's Aggregate Excess Retention.
As of January 1, 2025, 2024 and 2023, Stop Loss has or had a reinsurance program that limits our exposure on any one specific claim to $5 million, with aggregate stop-loss reinsurance that limits our exposure to $5 million over the Policyholder's Aggregate Excess Retention.
Climate change, and the need to develop regulatory tools to ensure that insurers are managing the potential financial risks, has come under scrutiny by state legislatures, federal regulators, the NAIC, state insurance regulators, such as the NYDFS, and other state regulatory agencies.
Climate change, and the need to develop regulatory tools to ensure that insurers are managing the potential financial risks, has come under scrutiny by state legislatures, federal regulators, the NAIC, state insurance regulators, such as the NYDFS, the Connecticut Insurance Department, and other state regulatory agencies.
Our private asset and alternative capabilities include investment strategies such as private equity, private credit (investment grade and high yield), commercial mortgage loans, mortgage derivatives, leveraged credit and collateralized loan obligations ("CLOs"). The onboarding of former AllianzGI investment strategies has increased our product offering across thematic and fundamental equity and added multi-asset fund offerings. Fixed Income.
Our private asset and alternative capabilities include investment strategies such as private equity, private credit (investment grade and high yield), commercial mortgage loans, mortgage derivatives, leveraged credit and collateralized loan obligations ("CLOs"). The onboarding of former AllianzGI investment strategies has increased our product offering across thematic and fundamental equity and added multi-asset fund offerings. 11 Table of Contents Fixed Income.
Utilizing core capabilities in asset allocation, manager selection, asset/liability modeling, risk management and financial engineering, the MASS team has developed a suite of target date and target risk funds that are distributed through our Wealth Solutions segment and to institutional and retail investors. These funds can incorporate multi-manager funds.
Utilizing core capabilities in asset allocation, manager selection, asset/liability modeling, risk management and financial engineering, the MASS team has developed a suite of target date and target risk funds that are distributed through our Retirement segment and to institutional and retail investors. These funds can incorporate multi-manager funds.
Furthermore, our digital capabilities power our market-leading customer experience for employers and employees alike, including through our MyVoyage mobile application, which provides a comprehensive guidance tool for employees to see their entire financial picture and engage with their workplace benefits and savings. Full-Service .
Furthermore, our digital capabilities power our market-leading customer experience for employers and employees alike, including through our Voya Retire mobile application, which provides a comprehensive guidance tool for employees to see their entire financial picture and engage with their workplace benefits and savings. Full-Service .
If anticipated amendments to these rules render them more onerous than Regulation Best Interest ("Regulation BI") as further described in — Broker-Dealers and Investment Advisers , and existing or proposed DOL rules, or result in a conflict with Regulation BI or existing or proposed DOL rules, the impact on us could be more substantial.
If future amendments to these rules render them more onerous than Regulation Best Interest ("Regulation BI") as further described in — Broker-Dealers and Investment Advisers , and existing DOL rules, or result in a conflict with Regulation BI or existing DOL rules, the impact on us could be more substantial.
The Health Solutions segment generates revenue from premiums and fees, investment income, mortality and morbidity income, and policy and other charges. Underwriting income comprises the majority of revenues in this segment and derives from the difference between premiums and mortality charges collected and benefits and expenses paid for group life, stop loss and voluntary benefits.
The Employee Benefits segment generates revenue from premiums and fees, investment income, mortality and morbidity income, and policy and other charges. Underwriting income comprises the majority of revenues in this segment and derives from the difference between premiums and mortality charges collected and benefits and expenses paid for group life, stop loss and voluntary benefits.
A variety of other products offered in the Full-Service tax-exempt market include the following: • Voya Retirement Choice II and RetireFlex-MF , mutual fund products providing flexible funding vehicles and are designed to provide a diversified menu of mutual funds in addition to a guaranteed option (available through a group fixed annuity contract or stable value product). • Voya Retirement Plus II and Voya Custom Choice II , registered group annuity products featuring variable investment options held in a variable annuity separate account and a fixed investment option held in the general account. • RetireFlex-SA , an unregistered group annuity product featuring variable investment options held in a variable annuity separate account and a guaranteed option (available through a group fixed annuity contract or stable value product). 8 Table of Contents Additional products and services are available through our Voya Cares® program, which serves aging people and people with special needs and disabilities, as well as their families and caregivers.
A variety of other products offered in the Full-Service Education, Healthcare and Government markets include the following: • Voya Retirement Choice II and RetireFlex-MF , mutual fund products providing flexible funding vehicles and are designed to provide a diversified menu of mutual funds in addition to a guaranteed option (available through a group fixed annuity contract or stable value product). • Voya Retirement Plus II and Voya Custom Choice II , registered group annuity products featuring variable investment options held in a variable annuity separate account and a fixed investment option held in the general account. • RetireFlex-SA , an unregistered group annuity product featuring variable investment options held in a variable annuity separate account and a guaranteed option (available through a group fixed annuity contract or stable value product). 8 Table of Contents Additional products and services are available through our Voya Cares® program, which serves aging people and people with special needs and disabilities, as well as their families and caregivers.
Our Health Solutions segment is among the largest writers of stop-loss coverage in the U.S., currently ranking third among direct providers of stop loss on a premium basis with approximately $1.8 billion of in-force premiums. We also rank third in our supplemental health benefits markets offering and are a top 15 provider of group life insurance.
Our Employee Benefits segment is among the largest writers of stop-loss coverage in the U.S., currently ranking third among direct providers of stop loss on a premium basis with approximately $1.6 billion of in-force premiums. We also rank third in our supplemental health benefits markets offering and are a top 15 provider of group life insurance.
Typically, these associations levy assessments, which can be meaningful, up to prescribed limits, on member insurers based on 18 Table of Contents the member insurer’s proportionate share of the business in the relevant jurisdiction in the lines of business in which the impaired or insolvent insurer is engaged.
Typically, these associations levy assessments, which can be meaningful, up to prescribed limits, on member insurers based on the member insurer’s proportionate share of the business in the relevant jurisdiction in the lines of business in which the impaired or insolvent insurer is engaged.
The balance of MASS assets, $6.2 billion, is managed by third parties and we earn only a market-rate fee on the assets. MASS Net Flows includes flows for both AUM and assets managed by third parties. N/A - Not applicable Markets and Distribution We serve our institutional clients through a dedicated sales and service platform domestically and internationally.
The balance of MASS assets, $19.3 billion, is managed by third parties and we earn only a market-rate fee on the assets. MASS Net Flows includes flows for both AUM and assets managed by third parties. N/A - Not applicable Markets and Distribution We serve our institutional clients through a dedicated sales and service platform domestically and internationally.
Both the California and SEC disclosure rules are the subject of ongoing litigation which may affect their implementation timelines or whether they are ultimately implemented at all. 23 Table of Contents AVAILABLE INFORMATION We file periodic and current reports, proxy statements and other information with the SEC, which may be obtained through the SEC's website (www.sec.gov).
The California disclosure rules are the subject of ongoing litigation which may affect their implementation timelines or whether they are ultimately implemented at all. AVAILABLE INFORMATION We file periodic and current reports, proxy statements and other information with the SEC, which may be obtained through the SEC's website (www.sec.gov).
Our insurance subsidiaries prepare statutory financial statements in accordance 16 Table of Contents with accounting practices and procedures developed by regulators to monitor and regulate the solvency of insurance companies and their ability to pay current and future policyholder obligations.
Our insurance subsidiaries prepare statutory financial statements in accordance with accounting practices and procedures developed by regulators to monitor and regulate the solvency of insurance companies and their ability to pay current and future policyholder obligations.
Product/ Service Model AUM/ AUA (1) Key Market Segments/ Product Lines Primary IRC Section Core Products and Services Actively Sold Full Service Plans $208.4 billion (2) Small-Mid Corporate 401(k) Voya MAP Select, Voya Framework K-12 Education 403(b) Voya Custom Choice II, Voya Retirement Choice II, Voya Framework Higher Education 403(b) Voya Retirement Choice II, Voya Retirement Plus II, Voya Framework Healthcare & Other Non-Profits 403(b) Voya Retirement Choice II, Voya Retirement Plus II, Voya Framework Government (Local & State) 457 RetireFlex-SA, RetireFlex-MF, Voya Health Reserve Account, Voya Framework Recordkeeping Business $340.3 billion Mid-Large Corporate 401(k) Administration services and investment options, including mutual funds, commingled trusts and separate accounts Government (Local & State) 457 Other Assets $5.5 billion (3) All Markets 409A Specialized administration services, consultative plan design and financing strategies, flexible funding options and tailored participant services Stable Value/Other $34.6 billion (4) All Markets All tax codes Separate Account and Synthetic GICs (1) Excludes AUM and AUA related to Wealth Management (retail) clients and intersegment eliminations.
Product/ Service Model AUM/ AUA (1) Key Market Segments/ Product Lines Primary IRC Section Core Products and Services Actively Sold Full Service Plans $281.0 billion (2) Small-Mid Corporate 401(k) Voya MAP Select, Voya Framework K-12 Education 403(b) Voya Custom Choice II, Voya Retirement Choice II, Voya Framework Higher Education 403(b) Voya Retirement Choice II, Voya Retirement Plus II, Voya Framework Healthcare & Other Non-Profits 403(b) Voya Retirement Choice II, Voya Retirement Plus II, Voya Framework Government (Local & State) 457 RetireFlex-SA, RetireFlex-MF, Voya Health Reserve Account, Voya Framework Recordkeeping Business $447.0 billion Mid-Large Corporate 401(k) Administration services and investment options, including mutual funds, commingled trusts and separate accounts Government (Local & State) 457 Other Assets $5.8 billion (3) All Markets 409A Specialized administration services, consultative plan design and financing strategies, flexible funding options and tailored participant services Stable Value/Other $36.7 billion (4) All Markets All tax codes Separate Account and Synthetic GICs (1) Excludes AUM and AUA related to Wealth Management (retail) clients and intersegment eliminations.
We continue to update our systems and processes to meet the obligations of SECURE 2.0 in our Wealth Solutions business, but do not expect such activities to have a material impact on us.
We continue to update our systems and processes to meet the obligations of SECURE 2.0 in our Retirement business, but do not expect such activities to have a material impact on us.
For a summary of ordinary dividends and extraordinary distributions paid by each of our insurance subsidiaries to Voya Financial, Inc. or Voya Holdings in 2022 and 2023, and a discussion of ordinary dividend capacity for 2024, see Liquidity and Capital Resources—Restrictions on Dividends and Returns of Capital from Subsidiaries in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K. 17 Table of Contents Financial Regulation Policy and Contract Reserve Sufficiency Analysis.
For a summary of ordinary dividends and extraordinary distributions paid by each of our insurance subsidiaries to Voya Financial, Inc. or Voya Holdings in 2025 and 2024, and a discussion of ordinary dividend capacity for 2026, see Liquidity and Capital Resources—Restrictions on Dividends and Returns of Capital from Subsidiaries in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K. 19 Table of Contents Financial Regulation Policy and Contract Reserve Sufficiency Analysis.
We are also a leading provider of benefits administration services, through which we engage directly with approximately 11.9 million employees in the U.S. as they enroll in and use workplace benefits on our open-architecture, product-agnostic, desktop and mobile administration platforms.
We are also a leading provider of benefits administration services, through which we engage directly with approximately 12.2 million employees in the U.S. as they enroll in and use workplace benefits on our open-architecture, product-agnostic, desktop and mobile administration platforms.
These divestitures align with our strategic focus on a capital light, high free cash flow business that maximizes value for our shareholders through capital return and accelerated profitable revenue growth while proactively managing risk. 5 Table of Contents Our Organizational Structure We are a holding company incorporated in Delaware in April 1999.
These divestitures align with our strategic focus on a capital light, high excess capital generation business that maximizes value for our shareholders through capital return and accelerated profitable revenue growth while proactively managing risk. 5 Table of Contents Our Organizational Structure We are a holding company incorporated in Delaware in April 1999.
Group life products span basic and supplemental term life insurance as well as accidental death and dismemberment for mid-sized to large employers. These products offer employees guaranteed issue coverage, convenient payroll deduction, affordable rates and conversion options. Group Disability.
Group life products span basic and supplemental term life insurance as well as accidental death and dismemberment for mid-sized to large employers. These products offer employees guaranteed issue coverage, options for additional underwritten coverage, convenient payroll deduction, affordable rates and conversion options. Group Disability and Leave Administration.
See Quantitative and Qualitative Disclosures About Market Risk—Risk Management in Part II, Item 7A. of this Annual Report on Form 10-K. We also use several reinsurance arrangements which lower required capital of the Health Solutions segment.
See Quantitative and Qualitative Disclosures About Market Risk—Risk Management in Part II, Item 7A. of this Annual Report on Form 10-K. We also use several reinsurance arrangements which lower required capital of the Employee Benefits segment.
Wealth Solutions generated Adjusted operating earnings before income taxes of $820 million for the year ended December 31, 2024. Our Investment Management segment also earns market-based fees from the management of the general account and mutual fund assets supporting the Retirement Plans business and certain Wealth Management products and advisory solutions .
Retirement generated Adjusted operating earnings before income taxes of $959 million for the year ended December 31, 2025. Our Investment Management segment also earns market-based fees from the management of the general account and mutual fund assets supporting the Retirement business and certain Wealth Management products and advisory solutions .
For a reconciliation of Adjusted operating earnings before income taxes to Income (loss) from continuing operations before income taxes, see the Segments Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.
For a reconciliation of Adjusted operating earnings before income taxes to Income before income taxes, see the Segments Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.
Our private asset capabilities, with particular strength in private fixed income and secondary private equity coupled with strong distribution capabilities, distinguish us in both the institutional and intermediary markets. Our strength in international retail markets, especially in Asia, is driven by scaled and highly competitive investment strategies distributed through our extensive global distribution network.
Our private asset capabilities, with particular strength in private fixed income and secondary private equity coupled with strong distribution capabilities, distinguish us in both the institutional and intermediary markets. Our strength in international retail markets, especially in Asia, is driven by scaled and highly competitive investment strategies distributed through our partnership with Allianz Global Investments.
Now well into our second decade as a public company, we continue to demonstrate consistent organic growth, prudent capital management, and delivering for our customers. We have transformed Voya to create a diversified, capital light, growth oriented, high free cash flow company built for resilience through various economic cycles.
Now well into our second decade as a public company, we continue to demonstrate consistent organic growth, prudent capital management, and delivering for our customers. We have transformed Voya to create a diversified, capital light, growth oriented, high excess capital generation company built for resilience through various economic cycles.
The states in which our insurance subsidiaries are domiciled impose certain restrictions on such subsidiaries’ ability to pay dividends to us. These restrictions are based in part on the prior year’s statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval.
The states in which our insurance subsidiaries are domiciled impose certain restrictions on such subsidiaries’ ability to pay dividends to us. These restrictions are based in part on the prior year’s statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval, although notice of the dividend is required.
We also offer a range of privates and alternative asset solutions across fixed income and alternative investment products with AUM of $95.1 billion for such privates and alternatives products as of December 31, 2024. On July 25, 2022, we completed a transaction with Allianz SE ("Allianz") and Allianz Global Investors U.S.
We also offer a range of privates and alternative asset solutions across fixed income and alternative investment products with AUM of $100.9 billion for such privates and alternatives products as of December 31, 2025. On July 25, 2022, we completed a transaction with Allianz SE ("Allianz") and Allianz Global Investors U.S.
The equities platform is a multi-cap and multi-style research-driven platform comprising thematic, fundamental and quantitative equity strategies for institutional and retail investors. As of December 31, 2024, there were $98.0 billion in AUM on the equities platform covering both domestic and international markets.
The equities platform is a multi-cap and multi-style research-driven platform comprising thematic, fundamental and quantitative equity strategies for institutional and retail investors. As of December 31, 2025, there were $102.8 billion in AUM on the equities platform covering both domestic and international markets.
Group disability includes group long term disability, short term disability, voluntary long term disability and voluntary short term disability products for mid-sized to large employers. This product offering is typically packaged for sale 11 Table of Contents with group life products, especially in the middle-market. We also provide leave administration services.
Group disability includes group long term disability, short term disability, voluntary long term disability and voluntary short term disability products as well as leave administration for mid-sized to large employers. This product offering is typically packaged for sale with group life products, especially in the middle-market. We also provide leave administration services.
As of December 31, 2024, total AUM from these channels was $149.2 billion, including $7.7 billion of AUM managed on behalf of divested businesses. • Institutional client segment : This segment consists of individual and pooled accounts, targeting defined benefit, defined contribution recordkeeping and retirement plans, multiemployer plans and endowments and foundations.
As of December 31, 2025, total AUM from these channels was $151.3 billion, including $1.7 billion of AUM managed on behalf of divested businesses. • Institutional client segment : This segment consists of individual and pooled accounts, targeting defined benefit, defined contribution recordkeeping and retirement plans, multiemployer plans and endowments and foundations.
As of December 31, 2024, Health Solutions total in-force premiums and fees were $3.9 billion. Our Health Solutions segment also provides benefits and plan administration services to employers and health plans through our Benefitfocus business. Benefitfocus provides market-leading benefits enrollment and administration services to employers and plan enrollment services to health plans.
As of December 31, 2025, Employee Benefits total in-force premiums and fees were $3.6 billion. Our Employee Benefits segment also provides benefits and plan administration services to employers and health plans through our Benefitfocus business. Benefitfocus provides market-leading benefits enrollment and administration services to employers and plan enrollment services to health plans.
As of December 31, 2024, Pomona Capital managed assets totaling $10.5 billion across a suite of limited partnerships and the Pomona Investment Fund, a registered investment fund available to accredited investors. In addition, Investment Management's alternatives platform includes privately-placed open-end and closed-end funds, the underlying strategies of which leverage our core private credit and mortgage loan investment capabilities.
As of December 31, 2025, Pomona Capital managed assets totaling $8.8 billion across a suite of limited partnerships and the Pomona Investment Fund, a registered investment fund. In addition, Investment Management's alternatives platform includes privately-placed open-end and closed-end funds, the underlying strategies of which leverage our core private credit and mortgage loan investment capabilities.
As of December 31, 2024, there were $16.3 billion in alternatives AUM. MASS. Investment Management’s MASS platform offers a variety of investment products and strategies that combine multiple asset classes using asset allocation techniques.
As of December 31, 2025, there were $14.6 billion in alternatives AUM. MASS. Investment Management’s MASS platform offers a variety of investment products and strategies that combine multiple asset classes using asset allocation techniques.
Our approximately 10,000 employees (as of December 31, 2024), throughout the U.S. and in our global services hub in India, are united by our Company's purpose: together we fight for everyone's opportunity for a better financial future.
Our approximately 11,000 employees (as of December 31, 2025), throughout the U.S. and in our global services capability center in India, are united by our Company's purpose: together we fight for everyone's opportunity for a better financial future.
As of December 31, 2024, on a consolidated basis, we had $893.5 billion in total assets under management ("AUM") and assets under administration ("AUA") and total shareholders' equity, excluding accumulated other comprehensive income/loss ("AOCI") and noncontrolling interest, of $6.5 billion.
As of December 31, 2025, on a consolidated basis, we had $1.1 trillion in total assets under management ("AUM") and assets under administration ("AUA") and total shareholders' equity, excluding accumulated other comprehensive income/loss ("AOCI") and noncontrolling interest, of $6.7 billion.
As of December 31, 2024, Investment Management had 358 institutional clients, representing $156.6 billion of AUM primarily in separately managed accounts and collective investment trusts. Competition Investment Management competes with a wide array of asset managers and institutions in the highly fragmented U.S. and global investment management industry.
As of December 31, 2025, Investment Management had 355 institutional clients, representing $171.5 billion of AUM primarily in separately managed accounts and collective investment trusts. Competition Investment Management competes with a wide array of asset managers and institutions in the highly fragmented U.S. and global investment management industry.
Securities Regulation Affecting Insurance Operations Certain of our insurance subsidiaries sell group variable annuities and have sold variable life insurance that are registered with and regulated by the SEC as securities under the Securities Act of 1933, as amended (the "Securities Act").
The regulation is aligned with the SEC's Regulation Best Interest (described below). Securities Regulation Affecting Insurance Operations Certain of our insurance subsidiaries sell group variable annuities and have sold variable life insurance that are registered with and regulated by the SEC as securities under the Securities Act of 1933, as amended (the "Securities Act").
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.
Through our institutional distribution channel and our Retirement and Employee Benefits businesses, 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.
Wealth Solutions Our Wealth Solutions segment provides retirement plan solutions and administration technology and services to employers through our Retirement Plans business. It also provides individual retirement accounts and financial guidance, planning, and advisory services through our Wealth Management business.
OUR BUSINESSES Retirement Our Retirement segment provides retirement plan solutions and administration technology and services to employers through our Retirement business. It also provides individual retirement accounts and financial guidance, planning, and advisory services 6 Table of Contents through our Wealth Management business.
As of December 31, 2024, we had approximately 10,000 employees, 72% of whom are U.S.-based and 28% of whom are India-based. Our primary office locations are in New York, NY; Windsor, CT; Minneapolis, MN; Atlanta, GA; Braintree, MA; Scottsdale, AZ; Walnut Creek, CA; San Diego, CA; and Bengaluru, India.
As of December 31, 2025, we had approximately 11,000 employees, 71% of whom are U.S.-based and 29% of whom are India-based. Our primary office locations are in New York, NY; Windsor, CT; Minneapolis, MN; Atlanta, GA; Boston, MA; Scottsdale, AZ; Walnut Creek, CA; San Diego, CA; and Bengaluru, India.
Employee Retirement Income Security Act Considerations ERISA is a comprehensive federal statute that applies to U.S. employee benefit plans sponsored by private employers and labor unions. Plans subject to ERISA include pension and profit-sharing plans and welfare plans, including health, life and disability 20 Table of Contents plans.
Our futures business is also regulated by the National Futures Association. 22 Table of Contents Employee Retirement Income Security Act Considerations ERISA is a comprehensive federal statute that applies to U.S. employee benefit plans sponsored by private employers and labor unions. Plans subject to ERISA include pension and profit-sharing plans and welfare plans, including health, life and disability plans.
State insurance laws and regulations require our insurance subsidiaries to file financial statements with state insurance regulators everywhere they are licensed and the operations of our insurance subsidiaries and accounts are subject to examination by those regulators at any time.
State regulators enforce the requirements of insurance laws and regulations through periodic market conduct examinations and other examinations. State insurance laws and regulations require our insurance subsidiaries to file financial statements with state insurance regulators everywhere they are licensed and the operations of our insurance subsidiaries and accounts are subject to examination by those regulators at any time.
The CFTC is charged with the administration of the Commodity Exchange Act and the regulations adopted under that Act. Some of our subsidiaries are registered with the CFTC as commodity pool operators and commodity trading advisors. Our futures business is also regulated by the National Futures Association.
The CFTC is charged with the administration of the Commodity Exchange Act and the regulations adopted under that Act. Some of our subsidiaries are registered with the CFTC as commodity pool operators and commodity trading advisors.
A broad selection of funds is available for our products in all asset categories from over 250 fund families, including the Voya family of mutual funds managed by Voya IM. An open architecture investment platform is also available in certain products for larger plans. Recordkeeping .
A broad selection of funds is available for our products in all asset categories from over 200 fund families, including the Voya family of mutual funds managed by Voya IM. An open-architecture investment platform is also available in certain products for larger plans. Recordkeeping . Recordkeeping service solutions provide recordkeeping and plan administration support alongside a fully open-architecture investment platform.
We hold our interest in Voya IM through an intermediate subsidiary in which an affiliate of Allianz SE holds a 24% equity interest. Recent Acquisition Transactions OneAmerica On September 11, 2024, we entered into a definitive agreement to acquire the full-service retirement plan business of OneAmerica Financial through the purchase of legal entities and an indemnity reinsurance agreement.
We hold our interest in Voya IM through an intermediate subsidiary in which an affiliate of Allianz SE holds a 24% equity interest. Recent Acquisition Transactions OneAmerica On January 2, 2025, we completed the acquisition of the full-service retirement plan business of OneAmerica Financial through the purchase of legal entities and an indemnity reinsurance agreement.
We offer a variety of defined contribution plan administration and investment services through our Full Service, Recordkeeping and Stable Value businesses, providing employers with tailored participant communications and education programs to help encourage plan participation and financial wellness.
We offer a variety of defined contribution plan administration and investment services through our Full Service, Recordkeeping and Stable Value businesses, as well as in-plan Managed Account services and tailored participant communications and education programs to help employers encourage plan participation and financial wellness for their employees.
Through our retirement platform and associated retail wealth capabilities, we reach over seven million individual retirement plan participants as they enroll in retirement plans, choose contribution amounts, manage investment options, build wealth and improve financial wellness.
Through our retirement platform and associated retail wealth capabilities, we reach nearly 10 million workplace retirement plan participant accounts as they enroll in retirement plans, choose contribution amounts, manage investment options, build wealth and improve financial wellness.
Generally, all transactions affecting the insurers in the holding company system must be fair and reasonable and, if material, require prior notice and approval or non-disapproval by the insurance commissioner of the state of domicile of the insurance subsidiary proposing the material transaction. Change of Control .
Generally, all transactions between an insurer and another affiliate in the holding company system must be fair and reasonable and, if material, require prior notice and approval or non-disapproval by the insurance commissioner of the state of domicile of the relevant insurance subsidiary. Change of Control .
Investment Management’s fixed income platform manages assets for domestic and international institutional investors, retail investors and our general account. As of December 31, 2024, there was $225.1 billion in AUM on the fixed income platform, of which $33.6 billion were general account assets.
Investment Management’s fixed income platform manages assets for domestic and international institutional investors, retail investors and our general account. As of December 31, 2025, there was $242.7 billion in AUM on the fixed income platform, of which $37.3 billion were general account assets.
Wealth Solutions had approximately $612.2 billion of AUM and AUA as of December 31, 2024, of which approximately $75.8 billion was in proprietary assets. Revenue is earned from a diverse and complementary business mix and consists primarily of fee and investment income. Fee income is generated from asset based and participant based administrative, recordkeeping and advisory fees.
Retirement had approximately $796.5 billion of AUM and AUA as of December 31, 2025, of which approximately $84.7 billion was in proprietary assets. Revenue is earned from a diverse and complementary business mix and consists primarily of fee and investment income. Fee income is generated from asset based and participant based administrative, recordkeeping and advisory fees.
As of December 31, 2024, our Investment Management segment managed $277.3 billion for third-party institutional and individual investors (including third-party variable annuity-sourced assets), $28.5 billion in separate account assets for our other businesses and $33.6 billion in general account assets.
As of December 31, 2025, our Investment Management segment managed $286.9 billion for third-party institutional and individual investors (including third-party variable annuity-sourced assets), $35.9 billion in separate account assets for our other businesses and $37.3 billion in general account assets.
In our Investment Management business, our strong culture of client service and specialized capabilities for institutional clients have established us as a leading manager for institutional mandates, especially in the insurance and pension fund markets.
For employers, these capabilities maximize the value of benefits spending and promote a healthier and more financially secure workforce. In our Investment Management business, our strong culture of client service and specialized capabilities for institutional clients have established us as a leading manager for institutional mandates, especially in the insurance and pension fund markets.
Retirement Plans Products and Services Our Retirement Plans business provides services to U.S. employers covering over 7 million workplace retirement plan participants as of December 31, 2024 . Our diverse client base includes corporations of all sizes, public and private school systems, higher education institutions, hospitals and healthcare facilities, not-for-profit organizations and state and local governments.
Products and Services Our Retirement business provides services to U.S. employers with nearly 10 million participant accounts as of December 31, 2025 . Our diverse client base includes companies of all sizes, public and private school systems, higher education institutions, hospitals and healthcare facilities, not-for-profit organizations and state and local governments.
We have significant diversification across businesses, geographic markets, and revenue types, including fee-based, spread-based and underwriting. 4 Table of Contents Our Segments We report our financial results in three segments: Wealth Solutions, Health Solutions, and Investment Management. We refer to our Wealth Solutions and Health Solutions segments collectively as our Workplace Solutions business.
We have significant diversification across businesses, geographic markets, and revenue types, including fee-based, spread-based and underwriting. 4 Table of Contents Our Segments We report our financial results in three segments: Retirement, Investment Management and Employee Benefits.
The acquisition adds scale and a broader set of capabilities to the Company's full-service business in Wealth Solutions, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities, and opportunities for distribution partnerships. The transaction closed on January 2, 2025.
The acquisition adds scale and a broader set of capabilities to the Company's full-service business in Retirement, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities, and new distribution partnerships.
We believe that attracting and retaining a high-performing and diverse workforce, as well as building an inclusive culture, are essential to effectively serving our customers and fulfilling Voya's purpose of fighting together for everyone's opportunity for a better financial future. We also prioritize building connections between our employees and their communities through support of employee volunteerism and giving.
We believe that attracting and retaining a high-performing and diverse workforce, as well as 17 Table of Contents building an inclusive culture, are essential to effectively serving our customers and fulfilling Voya's purpose of fighting together for everyone's opportunity for a better financial future.
In accordance with statutory requirements, Voya regularly prepares and submits ORSA summary reports. Several of our insurance subsidiary domiciliary regulators have adopted the Corporate Governance Annual Filing Model Act, which requires insurers, including Voya, to make an annual confidential filing regarding their corporate governance policies. Dividend Payment Restrictions.
In accordance with statutory requirements, Voya annually prepares and submits the ORSA reports. Our insurance subsidiary domiciliary regulators have adopted some form of the Corporate Governance Annual Disclosure ("CGAD") Model Regulation, which requires insurers to make an annual confidential filing regarding their corporate governance policies; the CGAD filing is made at the holding company level. Dividend Payment Restrictions.
Investment Management With global distribution capabilities, we offer domestic and international fixed income, equity, alternatives and multi-asset products and solutions across market sectors and investment styles through our actively managed, full-service investment management business.
Primary competitors to our Wealth Management business include LPL, SagePoint Financial, Kestra, Waddell & Reed, Securities America and Commonwealth. Investment Management With global distribution capabilities, we offer domestic and international fixed income, equity, alternatives and multi-asset products and solutions across market sectors and investment styles through our actively managed, full-service investment management business.
For the year ended December 31, 2024, we generated $799 million of Income (loss) from continuing operations before income taxes, and $916 million of Adjusted operating earnings before income taxes. Adjusted operating earnings before income taxes is a non-GAAP financial measure.
For the year ended December 31, 2025, we generated $837 million of Income before income taxes, and $1,038 million of Adjusted operating earnings before income taxes. Adjusted operating earnings before income taxes is a non-GAAP financial measure.
The MASS team also provides pension risk management, strategic and tactical asset allocation, liability-driven investing solutions and investment strategies that hedge out specific market exposures (e.g., portable alpha) for clients. 14 Table of Contents The following table presents asset and net flow data, broken out by Investment Management’s five investment platforms as well as by major client segment: AUM Net Flows As of Year Ended December 31, 2024 December 31, 2024 ($ in billions) ($ in millions) Investment Platform Fixed income - Public $ 146.3 $ 11,646.0 Fixed income - Privates 78.8 2,546.9 Equities 98.0 (1,487.4) Alternatives 16.3 (168.3) Total $ 339.4 (1) $ 12,537.2 MASS (1) 42.1 2,341.9 Client Segment Retail $ 149.2 $ 6,852.4 Institutional 156.6 5,684.8 General Account 33.6 N/A Total $ 339.4 $ 12,537.2 Divested Businesses 20.6 (8,993.4) (1) $35.9 billion of MASS assets are included in the fixed income, equity and alternatives AUM categories presented above.
The MASS team also provides pension risk management, strategic and tactical asset allocation, liability-driven investing solutions and investment strategies that hedge out specific market exposures (e.g., portable alpha) for clients. 12 Table of Contents The following table presents asset and net flow data, broken out by Investment Management’s five investment platforms as well as by major client segment: AUM Net Flows As of Year Ended December 31, 2025 December 31, 2025 ($ in billions) ($ in millions) Investment Platform Fixed income - Public $ 156.4 $ 5,879 Fixed income - Privates 86.3 6,966 Equities 102.8 1,697 Alternatives 14.6 24 Total $ 360.1 (1) $ 14,566 MASS (1) 49.1 638 Client Segment Retail $ 151.3 $ 4,180 Institutional 171.5 10,386 General Account 37.3 N/A Total $ 360.1 $ 14,566 Divested Businesses 13.6 (7,059) (1) $29.8 billion of MASS assets are included in the fixed income, equity and alternatives AUM categories presented above.
Anti-money laundering laws outside of the U.S. contain provisions that may be different, conflicting or more rigorous. Internal practices, procedures and controls are required to meet the obligations of financial institutions to identify their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies and share information with other financial institutions.
Internal practices, procedures and controls are required to meet the obligations of financial institutions to identify their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies and share information with other financial institutions.
Rowe Price, Franklin Templeton, Janus Henderson and Virtus Investment Partners. 15 Table of Contents Human Capital Resources Voya's human capital strategy strives to recruit the best talent to deliver exceptional service to, and meet the evolving needs of, our diverse customer base.
Human Capital Resources Voya's human capital strategy strives to recruit the best talent to deliver exceptional service to, and meet the evolving needs of, our diverse customer base.
The CCPA was further supplemented by the California Privacy Rights Act (the "CRPA"), approved by California voters in November 2020, which established the California Privacy Protection Agency, authorized to promulgate new data protection regulations.
The CCPA was further supplemented by the California Privacy Rights Act (the "CRPA"), approved by California voters in November 2020, which established the California Privacy Protection Agency, authorized to promulgate new data protection regulations. Effective July 1, 2026, the CCPA regulations require covered companies to conduct an annual independent cybersecurity program audit.
We offer retail wealth services, including IRA accounts, financial planning and advice, to individuals through the workplace and to retail clients. A leading provider of supplemental health and other group benefits covering approximately 7.2 million individual lives in the U.S. providing a comprehensive portfolio of stop loss, life, disability and voluntary insurance products, along with health savings and spending accounts.
A leading provider of supplemental health and other group benefits covering approximately 6.8 million individual lives in the U.S. providing a comprehensive portfolio of stop loss, life, disability and voluntary insurance products, along with health savings and spending accounts.
The regulations and legislation generally focus on companies developing a risk management framework to protect the privacy of individuals and protect them against discrimination. 22 Table of Contents Anti-Money Laundering, Sanctions, and Anti-Corruption Laws The Bank Secrecy Act, as amended by the Patriot Act, contains anti-money laundering and financial transparency laws applicable to broker-dealers and other financial institutions, including, among others, insurance companies, trust banks and mutual funds.
Anti-Money Laundering, Sanctions, and Anti-Corruption Laws The Bank Secrecy Act, as amended by the Patriot Act, contains anti-money laundering and financial transparency laws applicable to broker-dealers and other financial institutions, including, among others, insurance companies, trust banks and mutual funds.
The following chart presents our Retirement Plans product/service models and corresponding AUM and AUA as of December 31, 2024, key markets in which we compete, primary defined contribution plan Internal Revenue Code ("IRC") sections and core products offered for each market segment.
Our product offering includes both separate account guaranteed investment contracts ("GICs"), synthetic GICs managed by either proprietary or outside investment managers, and pooled funds. 7 Table of Contents The following chart presents our Retirement product/service models and corresponding AUM and AUA as of December 31, 2025, key markets in which we compete, primary defined contribution plan Internal Revenue Code ("IRC") sections and core products offered for each market segment.
On November 1, 2023, the NYDFS adopted amendments to its cybersecurity regulations increasing mandatory controls and adding further cybersecurity requirements for larger companies.
On November 1, 2025, amendments to the cybersecurity regulation, which include increasing mandatory controls and adding further cybersecurity requirements for larger companies, became effective.
Recordkeeping service solutions provide recordkeeping and plan administration support alongside a fully open architecture investment platform. Plan sponsors may choose to use Voya investment options or only third-party investment options. Our non-qualified executive benefit plans and employer stock option plans are also available service options. Stable Value.
Plan sponsors may choose to use Voya investment options or only third-party investment options. Our non-qualified executive benefit plans and employer stock option plans are also available service options. Stable Value. Stable value investment options may be offered within our Full-Service institutional plans, or as investment-only options within either our recordkeeping services plans or other vendor plans.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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In addition, policymaking at both the federal and state level and some areas of regulation affecting our business have become increasingly subject to politicization that could subject us to potentially conflicting requirements in serving clients and to increased government, client, or media scrutiny. as well as legal challenges. Regulatory investigations and enforcement actions may reduce profitability.
In addition, policymaking at both the federal and state level and some areas of regulation affecting our business have become increasingly subject to politicization that could subject us to potentially conflicting requirements in serving our clients and to increased government, client, or media scrutiny, as well as legal challenges. Regulatory investigations and enforcement actions may reduce profitability.
The following is a summary of the material factors that could adversely affect our business, sales, revenues, AUM, reputation, results of operations, liquidity, profitability or financial condition. • Global Market Risks ◦ Conditions in the global capital markets, the economy and geopolitical events. ◦ The level of interest rates and in particular a period of rapidly increasing interest rates or a recurrence of a low interest rate environment. ◦ Unfavorable developments in interest rates, credit spreads and policyholder behavior related to our stable value products. ◦ Potential inadequacy of our risk management policies and procedures, including hedging programs. • Liquidity, Credit and Investment Risks ◦ A downgrade or potential downgrade in our financial strength or credit ratings. ◦ The inability of counterparties to meet their financial obligations. ◦ Requirements to post collateral or make payments related to changes in market value of specified assets. ◦ Risks associated with our participation in securities lending and repurchase programs. ◦ Risks associated with our institutional funding with the Federal Home Loan Bank system. ◦ Our dependence on our subsidiaries' ability to transfer funds to us to meet our obligations. ◦ Risk of a decrease in the value of our invested assets and the investment returns credited to customers. ◦ The relative illiquidity of some of our investments as well as significant market valuation fluctuations of certain asset classes. ◦ Inherent uncertainty in methodologies, estimations and assumptions used to value our investments and determine allowances and impairments on such investments. • Strategic and Business Risks ◦ Our ability to increase or maintain our market share in highly competitive markets. ◦ Our ability to achieve the desired results from recent acquisitions. ◦ The complexity of our products and services and our reliance on intermediaries. ◦ A deterioration in our AUM or the alteration or termination of our asset management agreements or our failure to realize certain performance hurdles under these agreements. ◦ Differences between actual policy experience and pricing, reserving or actuarial assumptions. ◦ Credit risk associated with reinsurance, as well as its general availability, affordability or adequacy. ◦ Our ability to effectively apply technology or to adapt to disruptive technology or innovations. ◦ Our ability to maintain client satisfaction with our services. • Operational Risks ◦ Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems. ◦ Our ability to protect the privacy and confidentiality of customer information. ◦ Our ability to attract and retain qualified employees. ◦ The occurrence of natural or man-made disasters. ◦ Potential difficulties arising from outsourcing relationships. ◦ Our dependence on third party software licenses. 24 Table of Contents ◦ Risks related to our international operations. • Tax, Regulatory and Legal Risks ◦ Potential requirements to reduce the carrying value of our deferred income tax assets or establish an additional valuation allowance against them. ◦ Potential limitations on our ability to use certain beneficial deferred tax assets. ◦ Changes in tax laws and interpretations of existing tax law. ◦ Potential failure to comply with regulations governing our business and our products or those of our affiliates. ◦ Potential failure to comply with regulations governing our insurance businesses in particular, enforcement actions and regulatory investigations. ◦ A decrease in the RBC ratio of our insurance subsidiaries. ◦ Litigation or potential litigation. ◦ Changes in accounting standards.
The following is a summary of the material factors that could adversely affect our business, sales, revenues, AUM, reputation, results of operations, liquidity, profitability or financial condition. • Global Market Risks ◦ Conditions in the global capital markets, the economy and geopolitical events. ◦ The level of interest rates and in particular a period of rapidly increasing interest rates or a recurrence of a low interest rate environment. ◦ Unfavorable developments in interest rates, credit spreads and policyholder behavior related to our stable value products. ◦ Potential inadequacy of our risk management policies and procedures, including hedging programs. • Liquidity, Credit and Investment Risks ◦ A downgrade or potential downgrade in our financial strength or credit ratings. ◦ The inability of counterparties to meet their financial obligations. ◦ Requirements to post collateral or make payments related to changes in market value of specified assets. ◦ Risks associated with our participation in securities lending and repurchase programs. ◦ Risks associated with our institutional funding with the Federal Home Loan Bank system and other funding arrangements. ◦ Our dependence on our subsidiaries' ability to transfer funds to us to meet our obligations. ◦ Risk of a decrease in the value of our invested assets and the investment returns credited to customers. ◦ The relative illiquidity of some of our investments as well as significant market valuation fluctuations of certain asset classes. ◦ Inherent uncertainty in methodologies, estimations and assumptions used to value our investments and determine allowances and impairments on such investments. • Strategic and Business Risks ◦ Our ability to increase or maintain our market share in highly competitive markets. ◦ Our ability to achieve the desired results from recent acquisitions. ◦ The complexity of our products and services and our reliance on intermediaries. ◦ A deterioration in our AUM or the alteration or termination of our asset management agreements or our failure to realize certain performance hurdles under these agreements. ◦ Differences between actual policy experience and pricing, reserving or actuarial assumptions. ◦ Credit risk associated with reinsurance, as well as its general availability, affordability or adequacy. ◦ Our ability to effectively apply technology or to adapt to disruptive technology or innovations. 26 Table of Contents ◦ Our ability to maintain client satisfaction with our services. • Operational Risks ◦ Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems. ◦ Our ability to protect the privacy and confidentiality of customer information. ◦ Our ability to attract and retain qualified employees. ◦ The occurrence of natural or man-made disasters. ◦ Potential difficulties arising from outsourcing relationships. ◦ Our dependence on third party software licenses. ◦ Risks related to our international operations. • Tax, Regulatory and Legal Risks ◦ Potential requirements to reduce the carrying value of our deferred income tax assets or establish an additional valuation allowance against them. ◦ Potential limitations on our ability to use certain beneficial deferred tax assets. ◦ Changes in tax laws and interpretations of existing tax law. ◦ Potential failure to comply with regulations governing our business and our products or those of our affiliates. ◦ Potential failure to comply with regulations governing our insurance businesses in particular, enforcement actions and regulatory investigations. ◦ A decrease in the RBC ratio of our insurance subsidiaries. ◦ Litigation or potential litigation. ◦ Changes in accounting standards.
Such technology, including artificial intelligence and big data analytics, may develop in unanticipated ways that could harm customers, the Company or our business models or that could lead to increasing regulatory scrutiny. Additionally, the effort to gain technological expertise and develop or apply new technologies requires us to incur significant expenses.
Such technology, including artificial intelligence and big data analytics, may develop in unanticipated ways that could harm customers, the Company, our reputation or our business models or that could lead to increasing regulatory scrutiny. Additionally, the effort to gain technological expertise and develop or apply new technologies requires us to incur significant expenses.
For a summary of ordinary dividends and extraordinary distributions paid by each of our Principal Insurance Subsidiaries to Voya Financial or Voya Holdings in 2023 and 2024, and a discussion of ordinary dividend capacity for 2025, see Liquidity and Capital Resources—Restrictions on Dividends and Returns of Capital from Subsidiaries in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K and the Insurance Subsidiaries Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.
For a summary of ordinary dividends and extraordinary distributions paid by each of our Principal Insurance Subsidiaries to Voya Financial or Voya Holdings in 2024 and 2025, and a discussion of ordinary dividend capacity for 2026, see Liquidity and Capital Resources—Restrictions on Dividends and Returns of Capital from Subsidiaries in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K and the Insurance Subsidiaries Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K.
Under these circumstances, the results of our CMO-B portfolio would likely underperform compared to recent periods. From time to time we invest our capital to seed a particular investment strategy or investment portfolio. We may also co-invest in funds or take an equity ownership interest in certain structured finance/investment vehicles that we manage for our customers.
Under these circumstances, the results of our CMO-B portfolio would likely underperform compared to recent periods. From time to time we invest our capital to seed a particular investment strategy or investment portfolio. We may also co-invest in funds or take an equity ownership interest in certain structured finance/investment vehicles that we manage for our customers and investors.
Our international operations, including our operations in India, expose us to a variety of political, legal, operational and other risks, including: changes in laws, their application or interpretation; increased or conflicting regulatory restrictions; political instability; non-compliance with anti-corruption and anti-bribery laws; economic or trade sanctions; restrictive tax regulations; dividend limitations; price controls; currency exchange controls or other transfer or exchange restrictions; difficulty in enforcing contracts; nationalization or expropriation of assets; imposition of limits on foreign ownership of local companies; and public or political criticism of our business and operations.
Our international operations, including our operations in India, and potential expansion elsewhere, expose us to a variety of political, legal, operational and other risks, including: changes in laws, their application or interpretation; increased or conflicting regulatory restrictions; political instability; non-compliance with anti-corruption and anti-bribery laws; economic or trade sanctions; restrictive tax regulations; dividend limitations; price controls; currency exchange controls or other transfer or exchange restrictions; difficulty in enforcing contracts; nationalization or expropriation of assets; imposition of limits on foreign ownership of local companies; and public or political criticism of our business and operations.
While we do not expect to be subject to the CAMT for 2024, we are continuing to review the proposed regulations, and our CAMT determination will need to be evaluated in light of future guidance. If the CAMT applies, we will be required to pay tax at the 15% CAMT rate despite our U.S.
While we do not expect to be subject to the CAMT for 2025, we are continuing to review the proposed regulations, and our CAMT determination will need to be evaluated in light of future guidance. If the CAMT applies, we will be required to pay tax at the 15% CAMT rate despite our U.S.
Should any of the acquisitions ultimately prove to be less beneficial than we anticipated, or should the integration costs, transition services or other developments resulting from the 31 Table of Contents acquisitions create unanticipated difficulties for our business, our results of operations and financial condition could be adversely affected, including impairment to the value of goodwill and intangible assets which has materially increased as a result of our most recent acquisitions.
Should any of the acquisitions ultimately prove to be less beneficial than we anticipated, or should the integration costs, transition services or other developments resulting from the acquisitions create unanticipated difficulties for our business, our results of operations and financial condition could be adversely affected, including impairment to the value of goodwill and intangible assets which has materially increased as a result of our most recent acquisitions.
Our investment portfolio is subject to several risks that may diminish the value of our invested assets and the investment returns credited to customers, which could reduce our sales, revenues and results of operations. Fixed income securities represent a significant portion of our investment portfolio.
Our investment portfolio is subject to several risks that may diminish the value of our invested assets and the investment returns credited to customers or investors, which could reduce our sales, revenues and results of operations. Fixed income securities represent a significant portion of our investment portfolio.
Despite the implementation of security and back-up measures, our information technology systems or those of third parties upon whom we rely, may remain vulnerable to disruptions, delays and outages, including due to events that are wholly or partially beyond our control, such as natural disasters, electrical/telecommunications outages, infrastructure 35 Table of Contents changes, human or software error, upgrade disruptions and capacity constraints.
Despite the implementation of security and back-up measures, our information technology systems or those of third parties upon whom we rely, may remain vulnerable to disruptions, delays and outages, including due to events that are wholly or partially beyond our control, such as natural disasters, electrical/telecommunications outages, infrastructure changes, human or software error, upgrade disruptions and capacity constraints.
As data privacy and protection laws continue to proliferate, including due to increased focus on data use by artificial intelligence or other innovative technology, we may incur significant technological, administrative and other 36 Table of Contents expenses and face other difficulties in complying with an increasing number of legal obligations with respect to data privacy and security, or with balancing competing requirements that may be inconsistent across jurisdictions.
As data privacy and protection laws continue to proliferate, including due to increased focus on data use by artificial intelligence or other innovative technology, we may incur significant technological, administrative and other expenses and face other difficulties in complying with an increasing number of legal obligations with respect to data privacy and security, or with balancing competing requirements that may be inconsistent across jurisdictions.
Changes in federal tax laws that reduce the amount an individual can contribute on a pre-tax basis to an employer-provided, tax-deferred product (either directly by reducing current limits or indirectly by changing the tax treatment of such contributions from exclusions to deductions), or that would limit an individual’s aggregate amount of tax-deferred savings could make our Wealth Solutions products less attractive to customers.
Changes in federal tax laws that reduce the amount an individual can contribute on a pre-tax basis to an employer-provided, tax-deferred product (either directly by reducing current limits or indirectly by changing the tax treatment of such contributions from exclusions to deductions), or that would limit an individual’s aggregate amount of tax-deferred savings could make our Retirement products less attractive to customers.
Each of our insurance subsidiaries is subject to RBC standards or other minimum statutory capital and surplus requirements imposed under the laws of its respective jurisdiction of domicile. For additional discussion of how the NAIC calculates RBC ratios, see —Regulation—Insurance Regulation—Financial Regulation—Risk-Based Capital in Part I, Item 1. of this Annual Report on Form 10-K.
Each of our insurance subsidiaries is subject to RBC standards or other minimum statutory capital and surplus requirements imposed under the laws of its respective 43 Table of Contents jurisdiction of domicile. For additional discussion of how the NAIC calculates RBC ratios, see —Regulation—Insurance Regulation—Financial Regulation—Risk-Based Capital in Part I, Item 1. of this Annual Report on Form 10-K.
We offer stable value products primarily as a fixed rate, liquid asset allocation option for employees of our plan sponsor customers within the defined contribution funding plans offered by our Wealth Solutions business. These products provide a guaranteed annual credited rate on participant account values and generally allow immediately eligible participant withdrawals and transfers without a market value adjustment.
We offer stable value products primarily as a fixed rate, liquid asset allocation option for employees of our plan sponsor customers within the defined contribution funding plans offered by our Retirement business. These products provide a guaranteed annual credited rate on participant account values and generally allow immediately eligible participant withdrawals and transfers without a market value adjustment.
Loss of reserve credit by an insurance subsidiary would require it to establish additional statutory reserves and would result in a decrease in the level of its capital, which could have a material adverse effect on our profitability, results of operations and financial condition. 34 Table of Contents Our reinsurance recoverable balances are periodically assessed for uncollectability.
Loss of reserve credit by an insurance subsidiary would require it to establish additional statutory reserves and would result in a decrease in the level of its capital, which could have a material adverse effect on our profitability, results of operations and financial condition. Our reinsurance recoverable balances are periodically assessed for uncollectability.
There can be no assurance that we will continue to effectively compete within the industry or that competition will not have a material adverse impact on our business, results of operations and financial condition. Recent acquisitions, including managing the transition on the terms or timing currently contemplated, could have negative impacts on us.
There can be no assurance that we will continue to effectively compete within the industry or that competition will not have a material adverse impact on our business, results of operations and financial condition. 33 Table of Contents Recent acquisitions, including managing the transition on the terms or timing currently contemplated, could have negative impacts on us.
See risk factor Interruption or other operational failures in telecommunication, 37 Table of Contents cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business . We depend on licenses of third-party software to provide our services.
See risk factor Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business. We depend on licenses of third-party software to provide our services.
Our state insurance regulators may require our life insurance subsidiaries who are admitted to transact business in such states to participate in guaranty associations, which raise funds to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. This can result in the imposition of extraordinary assessments on such insurance subsidiaries.
Our state insurance regulators may require our life insurance subsidiaries who are admitted to transact business in such states to participate in guaranty associations, which raise funds to pay contractual benefits owed pursuant to insurance policies issued by impaired, insolvent or 42 Table of Contents failed insurers. This can result in the imposition of extraordinary assessments on such insurance subsidiaries.
Defaults by one or more of these parties on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other factors, or even rumors about potential defaults by one or more of these parties, could have a material adverse effect on our results of operations, financial condition and liquidity.
Defaults by one or more of these parties on their obligations to us due to bankruptcy, 29 Table of Contents lack of liquidity, downturns in the economy or real estate values, operational failure or other factors, or even rumors about potential defaults by one or more of these parties, could have a material adverse effect on our results of operations, financial condition and liquidity.
As further described under –Organizational History and Structure–Recent Acquisitions in Part I, Item 1. of this Annual Report on Form 10-K, we completed several acquisitions in 2023 and early 2025.
As further described under –Organizational History and Structure–Recent Acquisition Transactions in Part I, Item 1. of this Annual Report on Form 10-K, we completed several acquisitions in 2023 and early 2025.
We review these assumptions at least annually in the third quarter and update them if necessary. For further information, see Results of Operations and Critical Accounting Judgments and Estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K.
We review these assumptions at least annually in the third quarter and update them if necessary. For further information, see 35 Table of Contents Results of Operations and Critical Accounting Judgments and Estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K.
Liquidity, Credit and Investment Risks A downgrade or a potential downgrade in our financial strength or credit ratings may result in a loss of business and adversely affect our results of operations and financial condition. We are currently subject to periodic review by independent credit rating agencies S&P, Moody's, Fitch and A.M.
Liquidity, Credit and Investment Risks A downgrade or a potential downgrade in our financial strength or credit ratings may result in a loss of business and adversely affect our results of operations and financial condition. We and our subsidiaries are currently subject to periodic review by independent credit rating agencies such as S&P, Moody's, Fitch and A.M.
See risk factor A decrease in the RBC ratio (as a result of a reduction in statutory surplus and/or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance 29 Table of Contents regulators and rating agencies and have a material adverse effect on our business, results of operations and financial condition .
See risk factor A decrease in the RBC ratio (as a result of a reduction in statutory surplus or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance regulators and rating agencies and have a material adverse effect on our business, results of operations and financial condition.
U.S. federal income tax law imposes requirements relating to insurance and annuity product design, administration and investments that are conditions for beneficial tax treatment of such products under the Internal Revenue Code. Additionally, state and federal securities and insurance laws impose requirements relating to investment, insurance and annuity product 39 Table of Contents design, offering, distribution and administration.
U.S. federal income tax law imposes requirements relating to insurance and annuity product design, administration and investments that are conditions for beneficial tax treatment of such products under the Internal Revenue Code. Additionally, state and federal securities and insurance laws impose requirements relating to investment, insurance and annuity product design, offering, distribution and administration.
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), operate as anti-abuse rules, the general purpose of which is to prevent trafficking in tax losses and credits, but which can apply without regard 38 Table of Contents to whether a "loss trafficking" transaction occurs or is intended.
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), operate as anti-abuse rules, the general purpose of which is to prevent trafficking in tax losses and credits, but which can apply without regard to whether a "loss trafficking" transaction occurs or is intended.
Our use of additional or alternative third-party software would require us to enter into additional license agreements with third parties which could result in increased costs, business disruptions and other complications. Our international operations may result in increased risks to our business.
Our use of additional or alternative third-party software would require us to enter into additional license agreements with third parties, which could result in increased costs, business disruptions and other complications. 40 Table of Contents Our international operations may result in increased risks to our business.
In particular, we manage a portfolio of various collateralized mortgage obligation ("CMO") tranches in combination with financial derivatives as part of a proprietary strategy we refer to as "CMO-B," as described under Investments—CMO-B Portfolio in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K.
In particular, we manage a portfolio of various collateralized mortgage obligation ("CMO") tranches in combination with financial derivatives as part of a proprietary strategy we refer to as "CMO-B," as described under Investments (excluding Consolidated Investment Entities)—CMO-B Portfolio in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K.
Additionally, if we lose access to FHLB funding, we may be required to find other sources to replace it, which could increase our funding costs.
Additionally, if we lose access to such funding, we may be required to find other sources to replace it, which could increase our funding costs.
In connection with the Individual Life Transaction, we have entered into large reinsurance agreements with Security Life of Denver ("SLD"), our former insurance subsidiary, with respect to the portion of our former individual life segment and other legacy businesses that have been written by our insurance subsidiaries domiciled in Minnesota, Connecticut and New York.
In connection with the sale of our individual life business in 2021, we have entered into large reinsurance agreements with Security Life of Denver ("SLD"), our former insurance subsidiary, with respect to the portion of our former individual life segment and other legacy businesses that have been written by our insurance subsidiaries domiciled in Minnesota, Connecticut and New York.
We cannot assure you that past 32 Table of Contents or present investment performance in the investment products we manage will be indicative of future performance. Any poor investment performance may negatively impact our revenues and income.
We cannot assure you that past or present investment performance in the investment products we manage will be indicative of future performance. Any poor investment performance may negatively impact our revenues and income.
Our business and those of our affiliates are heavily regulated and our products and services are subject to extensive regulation. Changes in regulation or the application of regulation or the failure to meet complex product requirements may reduce our profitability. We are subject to detailed insurance, asset management and other financial services laws and government regulation.
Our business and those of our affiliates are heavily regulated and our products and services are subject to extensive regulation. Changes in regulation or the application of regulation or the failure to meet complex product requirements may reduce our profitability. We are subject to detailed insurance, asset management, broker-dealer, investment advisor, and other financial services laws and government regulation.
This could occur if our creditworthiness falls below either of the FHLB's requirements or if legislative or other political actions cause changes to the FHLBs' mandate or to the eligibility of life insurance companies to be members of the FHLB system.
This could occur if our creditworthiness falls below either of the FHLB's or FABN program's requirements or if legislative or other political actions cause changes to the FHLBs' mandate or to the eligibility of life insurance companies to be members of the FHLB system or to participate in a FABN program.
The valuation of many of our financial instruments, and the determination of the amount of allowances and impairments taken on our investments, include methodologies, estimations and assumptions that are subject to differing interpretations or are inherently subjective and could result in changes to investment valuations that may adversely affect our results of operations and financial condition.
Market volatility may reduce investment income for these types of investments. 32 Table of Contents The valuation of many of our financial instruments, and the determination of the amount of allowances and impairments taken on our investments, include methodologies, estimations and assumptions that are subject to differing interpretations or are inherently subjective and could result in changes to investment valuations that may adversely affect our results of operations and financial condition.
For additional risks related to our potential failure to protect confidential information, see risk factor Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business .
For additional risks related to our potential failure to protect confidential information, see risk factor Interruption or other operational failures in telecommunication, cybersecurity, information technology and other operational systems, including as a result of human and process error or a failure to maintain the security, integrity, confidentiality, or privacy of such systems, could harm our business. 39 Table of Contents Our business success depends on our ability to attract and retain qualified employees.
Our products and services are complex and are frequently sold through intermediaries, and a failure to properly perform services, the misrepresentation of our products or services or a loss or significant change in these relationships may have an adverse effect on our revenues and income. Many of our products and services are complex and are frequently sold through intermediaries.
A failure to properly perform services, the misrepresentation of our products or services or a loss or significant change in these relationships may have an adverse effect on our revenues and income.
Our profitability depends on multiple factors, including the comparison of actual mortality, morbidity and persistency rates and policyholder behavior to our assumptions; the adequacy of investment margins; our management of market and credit risks associated with investments; our ability to maintain premiums and contract charges at a level adequate to cover mortality, benefits and contract administration expenses; the adequacy of contract charges and availability of revenue from providers of investment options offered in variable contracts to cover the cost of product features and other expenses; and management of operating costs and expenses.
Our profitability depends on multiple factors, including the comparison of actual mortality, morbidity and persistency rates and policyholder behavior to our assumptions; the adequacy of investment margins; our management of market and credit risks associated with investments; our ability to maintain premiums and contract charges at a level adequate to cover mortality, benefits and contract administration expenses; the adequacy of contract charges and availability of revenue from providers of investment options offered in variable contracts to cover the cost of product features and other expenses; and management of operating costs and expenses. 36 Table of Contents Reinsurance subjects us to the credit risk of reinsurers and may not be available, affordable or adequate to protect us against losses.
In addition, if the equity interest in VIM Holdings currently held by an affiliate of Allianz were directly or indirectly transferred to another party, our strategic distribution partnership with AllianzGI could be negatively impacted.
In addition, if the equity interest in VIM Holdings currently held by an affiliate of Allianz were directly or indirectly transferred to another party, our strategic distribution partnership with AllianzGI could be negatively impacted. Our operations, products and services are complex and our products and services are frequently sold through intermediaries.
Our business success depends on our ability to attract and retain qualified employees. Our ability to attract and retain qualified employees is critical to our success. As a financial services organization, our employees are our most important resource. In addition, some of our most critical functions rely on the employees of our strategic partners and outsourcing vendors.
Our ability to attract and retain qualified employees is critical to our success. As a financial services organization, our employees are our most important resource. In addition, some of our most critical functions rely on the employees of our strategic partners and outsourcing vendors. In many areas of our industry, competition for qualified personnel has intensified in recent years.
Best, each of which currently maintain an investment grade rating with respect to us. Our ability to obtain secured or unsecured debt financing and the cost of such financing depend, in part, on our credit ratings. A credit rating downgrade could negatively impact our ability to obtain such financing and increase borrowing costs.
Our ability to obtain secured or unsecured debt financing and the cost of such financing depend, in part, on our credit ratings. A credit rating downgrade could negatively impact our ability to obtain such financing and increase borrowing costs.
We are subject to the risk that the issuers, or guarantors, of fixed income securities we own may default on principal and interest payments they owe us. We are also subject to the risk that the underlying collateral within asset-backed securities, including mortgage-backed securities, may default on principal and interest payments causing an adverse change in cash flows.
We are also subject to the risk that the underlying collateral within asset-backed securities, including mortgage-backed securities, may default on 31 Table of Contents principal and interest payments causing an adverse change in cash flows.
As a result, the amount of income that we record from these investments can vary substantially from quarter to quarter. Market volatility may reduce investment income for these types of investments.
As a result, the amount of income that we record from these investments can vary substantially from quarter to quarter.
See — Regulation—Insurance Regulation in Part I, Item 1. of this Annual Report on Form 10-K. Changes in these laws and regulations, or in interpretations thereof, are often made for the protection of the policyholding consumer and not necessarily creditors or investors of the insurer and could materially and adversely affect our business, results of operations or financial condition.
Changes in these laws and regulations, or in the interpretations thereof, are often made for the protection of the policyholding consumer and not necessarily the creditors or investors of the insurer, and could materially and adversely affect our business, results of operations or financial condition.
We set prices for many of our Health Solutions products based on expected claims and payment patterns, using assumptions for mortality rates, or likelihood of death, and morbidity rates, or likelihood of sickness or accident, of our policyholders.
We set prices for many of our Employee Benefits products based on expected claims and payment patterns, using assumptions for mortality rates, or likelihood of death, and morbidity rates, or likelihood of sickness or accident, of our policyholders. Further, medical trends have a leveraged effect on stop loss pricing.
These funding agreements are for a fixed term and cannot be terminated early by the FHLB. 28 Table of Contents Should the FHLBs choose to change their definition of eligible collateral, change the lendable value against such collateral or if the market value of the pledged collateral decreases in value due to changes in interest rates or credit ratings, we may be required to post additional collateral in the form of cash or other eligible collateral.
Should the programs choose to change their definition of eligible collateral, change the lendable value against such collateral or if the market value of the pledged collateral decreases in value due to changes in interest rates or credit ratings, we may be required to post additional collateral in the form of cash or other eligible collateral.
An interruption or significant change in certain key relationships could materially affect our ability to market our products and could have a material adverse effect on our business, results of operations and financial condition.
Certain of our investment management subsidiaries may act as a general partner for various investment partnerships, which may subject them to liability for the partnerships' liabilities. An interruption or significant change in certain key relationships could materially affect our ability to market our products and could have a material adverse effect on our business, results of operations and financial condition.
We are also at risk that key distribution partners may merge or change their business models in ways that affect how our products are sold, either in response to changing business priorities or as a result of shifts in regulatory supervision or potential changes in state and federal laws and regulations regarding standards of conduct applicable to distributors when providing investment advice to retail and other customers.
We are also at risk that key distribution partners may merge or change their business models in ways that affect how our products are sold, either in response to changing business priorities, the adoption of new technologies, or as a result of shifts in regulatory supervision or potential changes in state and federal laws and regulations regarding standards of conduct applicable to distributors when providing investment advice to retail and other customers. 34 Table of Contents Revenues, earnings and income from our Investment Management business operations could be adversely affected if (i) the amount of our AUM is adversely impacted due to performance and (ii) the terms of our asset management agreements are significantly altered or the agreements are terminated, or if certain performance hurdles are not realized.
Information security risks also exist with respect to the use of portable electronic devices, such as laptops, which are particularly vulnerable to loss and theft. Our transition to work-from-home or hybrid working environments also increases our vulnerability to cybersecurity threats and other fraudulent activities.
Information security risks also exist with respect to the use of portable electronic devices, such as laptops, which are particularly vulnerable to loss and theft.
In particular, our Workplace Solutions business is reliant on intermediaries to describe and explain our products to potential customers.
In particular, our Retirement and Employee Benefits businesses are reliant on intermediaries to describe and explain our products to potential customers.
Changes in tax laws and interpretations of existing tax law, including recent U.S. tax law changes, could impact the taxation of our operations or impact the ability of our insurance company subsidiaries to make distributions to Voya Financial, Inc. or make our products less attractive to customers.
If we were to experience a Section 382 event, this could impact our ability to obtain tax benefits from Voya's significant existing deferred tax assets as well as future losses and deductions. 41 Table of Contents Changes in tax laws and interpretations of existing tax law, including recent U.S. tax law changes, could impact the taxation of our operations or impact the ability of our insurance company subsidiaries to make distributions to Voya Financial, Inc. or make our products less attractive to customers.
As such, valuations may include inputs and assumptions that are less observable or require greater estimation, thereby resulting in values that may differ materially from the 30 Table of Contents value at which the investments may be ultimately sold.
There may be certain asset classes that, although currently in active markets with significant observable data, could become illiquid in a difficult financial environment. As such, valuations may include inputs and assumptions that are less observable or require greater estimation, thereby resulting in values that may differ materially from the value at which the investments may be ultimately sold.
Actual or anticipated changes or downgrades in counterparty credit ratings, including any announcement that such ratings are under review for a downgrade, could increase our corporate borrowing costs and limit our access to the capital markets, which could adversely impact our financial results. 27 Table of Contents We routinely execute a high volume of transactions such as unsecured debt instruments, derivative transactions and equity investments with counterparties and customers in the financial services industry, resulting in large periodic settlement amounts which may result in our having significant credit exposure to one or more of such counterparties or customers.
We routinely execute a high volume of transactions such as unsecured debt instruments, derivative transactions and equity investments with counterparties and customers in the financial services industry, resulting in large periodic settlement amounts which may result in our having significant credit exposure to one or more of such counterparties or customers.
If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would have to accept an increase in our net risk exposures, revise our pricing to reflect higher reinsurance premiums, or otherwise modify our product offering. 33 Table of Contents Pricing of certain of our Health Solutions products is also based in part on expected persistency of these products, which is the probability that a policy will remain in force from one period to the next.
If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would have to accept an increase in our net risk exposures, revise our pricing to reflect higher reinsurance premiums, or otherwise modify our product offering.
Furthermore, the preferences of the end consumers for our products and services may shift, including as a result of technological innovations affecting the marketplaces in which we operate. To the extent that our competitors are more successful than we are at adopting new technology and adapting to the changing preferences of the marketplace, our competitiveness may decline.
To the extent that our competitors are more successful than we are at adopting new technology and adapting to the changing preferences of the marketplace, our competitiveness may decline.
In many areas of our industry, competition for qualified personnel has intensified in recent years. If we or our strategic sourcing partners are unable to continue to attract or retain qualified employees, including successors to key officers and other positions, our ability to compete could be adversely affected.
If we or our strategic sourcing partners are unable to continue to attract or retain qualified employees, including successors to key officers and other positions, our ability to compete could be adversely affected. The occurrence of natural or man-made disasters may adversely affect our results of operations and financial condition.
For a description of certain regulatory inquiries affecting the Company, see the Litigation, Regulatory Matters and Loss Contingencies section of the Commitments and Contingencies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K. 40 Table of Contents A decrease in the RBC ratio (as a result of a reduction in statutory surplus or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance regulators and rating agencies and have a material adverse effect on our business, results of operations and financial condition.
A decrease in the RBC ratio (as a result of a reduction in statutory surplus or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance regulators and rating agencies and have a material adverse effect on our business, results of operations and financial condition.
To the extent that any of the foregoing risks were to emerge in a manner that adversely affected general economic conditions, financial markets, or the markets for our products and services, our financial condition, liquidity, and results of operations could be materially adversely affected. 25 Table of Contents The level of interest rates may adversely affect our profitability, particularly during a period of rapidly increasing interest rates or in the event of a recurrence of a low interest rate environment.
A failure to accurately anticipate higher inflation and factor it into our product pricing assumptions may result in mispricing of our products, which could materially and adversely impact our results of operations. 27 Table of Contents To the extent that any of the foregoing risks were to emerge in a manner that adversely affected general economic conditions, financial markets, or the markets for our products and services, our financial condition, liquidity, and results of operations could be materially adversely affected.
We have issued funding agreements in exchange for eligible collateral primarily in the form of cash, mortgage-backed securities and U.S. Treasury securities.
A portion of our institutional funding originates from the Federal Home Loan Bank ("FHLB") of Boston and the FHLB of Des Moines, as well as our Funding Agreement Backed Note ("FABN") program. We have issued funding agreements in exchange for eligible collateral primarily in the form of cash, mortgage-backed securities and U.S. Treasury securities.
Certain state and federal laws require that individuals be notified if a security breach compromises the security or confidentiality of their personal information.
Our transition to work-from-home or hybrid working environments also increases our vulnerability to cybersecurity threats and other fraudulent activities. 38 Table of Contents Certain state and federal laws require that individuals be notified if a security breach compromises the security or confidentiality of their personal information.
In a rising interest rate environment, we are exposed to the risk of a potential increase in contract holder withdrawals and the potential need to sell assets at a loss to fund those withdrawals.
In a rising interest rate environment, we are exposed to the risk of a potential increase in contract holder withdrawals and the potential need to sell assets at a loss to fund those withdrawals. 28 Table of Contents Although we maintain a hedging program and other risk mitigating features to offset these risks, such program and features may not operate as intended or may not be fully effective, and we may remain exposed to such risks.
In addition, if reinsurers raise the rates that they charge on new business, we may be forced to raise our premiums, which could have a negative impact on our competitive position.
In addition, if reinsurers raise the rates that they charge on new business, we may be forced to raise our premiums, which could have a negative impact on our competitive position. 37 Table of Contents Our business performance and growth plans may be adversely affected if we are not able to effectively apply technology in our business and operations or to adapt quickly enough to disruptive technology or innovations including artificial intelligence.
We have developed risk management policies and procedures, including hedging programs, that utilize derivative financial instruments, and expect to continue to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective, particularly during turbulent economic conditions.
Our risk management policies and procedures, including hedging programs, may prove inadequate for the risks we face, which could adversely affect our business and financial condition or result in losses. We have developed risk management policies and procedures, including hedging programs, that utilize derivative financial instruments, and expect to continue to do so in the future.
We employ various strategies, including hedging and reinsurance, with the objective of mitigating risks inherent in our business and operations.
As a result, these methods may not predict future exposures accurately, which could be significantly greater than historical measures indicate. We employ various strategies, including hedging and reinsurance, with the objective of mitigating risks inherent in our business and operations.
In addition, under adverse capital market and economic conditions, liquidity may broadly deteriorate, which would further restrict our ability to sell securities. See Liquidity and Capital Resources — Securities Pledged in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K for further information.
In addition, under adverse capital market and economic conditions, liquidity may broadly deteriorate, which would further restrict our ability to sell securities.
Many of our methods of managing risk and exposures are based on observed historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures accurately, which could be significantly greater than historical measures indicate.
Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective, particularly during turbulent economic conditions. Many of our methods of managing risk and exposures are based on observed historical market behavior or statistics based on historical models.
Our business performance and growth plans may be adversely affected if we are not able to effectively apply technology in our business and operations or to adapt quickly enough to disruptive technology or innovations. Conversely, investments in innovative product offerings may fail to yield sufficient returns to cover their costs.
Conversely, investments in innovative product offerings may fail to yield sufficient returns to cover their costs.
A sustained increase in the inflation rate in our principal markets may negatively affect our business. A failure to accurately anticipate higher inflation and factor it into our product pricing assumptions may result in mispricing of our products, which could materially and adversely impact our results of operations.
A sustained increase in the inflation rate in our principal markets may negatively affect our business.
Removed
Although we maintain a hedging program and other risk mitigating features to offset these risks, such program and features may not operate as intended or may not be fully effective, and we may remain exposed to such risks. 26 Table of Contents Our risk management policies and procedures, including hedging programs, may prove inadequate for the risks we face, which could adversely affect our business and financial condition or result in losses.
Added
Adverse economic conditions that negatively affect the level of employment could affect our Retirement and Employee Benefits businesses. The level of interest rates may adversely affect our profitability, particularly during a period of rapidly increasing interest rates or in the event of a recurrence of a low interest rate environment.
Removed
A portion of our institutional funding originates from the Federal Home Loan Bank system, which subjects us to liquidity risks. A portion of our institutional funding originates from the Federal Home Loan Bank ("FHLB") of Boston and the FHLB of Des Moines.
Added
Best, each of which currently maintain an investment grade rating with respect to us or our subsidiaries as further detailed in Liquidity and Capital Resources—Ratings in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K.
Removed
There may be certain asset classes that, although currently in active markets with significant observable data, could become illiquid in a difficult financial environment.
Added
Actual or anticipated changes or downgrades in counterparty credit ratings, including any announcement that such ratings are under review for a downgrade, could increase our corporate borrowing costs and limit our access to the capital markets, which could adversely impact our financial results.
Removed
Revenues, earnings and income from our Investment Management business operations could be adversely affected if (i) the amount of our AUM is adversely impacted due to performance and (ii) the terms of our asset management agreements are significantly altered or the agreements are terminated, or if certain performance hurdles are not realized.
Added
See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in in Part II, Item 8. of this Annual Report on Form 10-K for further information on the repurchase agreements and securities lending programs. 30 Table of Contents A portion of our institutional funding originates from sources such as our Federal Home Loan Bank system and our Funding Agreement Backed Note program, which subjects us to liquidity risks.
Removed
Reinsurance subjects us to the credit risk of reinsurers and may not be available, affordable or adequate to protect us against losses.
Added
These funding agreements are for a fixed term and cannot be terminated early.
Removed
The occurrence of natural or man-made disasters may adversely affect our results of operations and financial condition.
Added
We are subject to the risk that the issuers, or guarantors, of fixed income securities we own may default on principal and interest payments they owe us.
Removed
If we were to experience a Section 382 event, this could impact our ability to obtain tax benefits from Voya's significant existing deferred tax assets as well as future losses and deductions.
Added
Furthermore, the preferences of the end consumers for our products and services may shift, including as a result of technological innovations, including increased automation, affecting the marketplaces in which we operate and the distribution channels through which we offer our products and services.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The TORC provides guidance and direction in assessing, addressing, mitigating and monitoring cybersecurity risks within Voya. 42 Voya’s Board committees include the Risk Committee, which provides support to the Board in its oversight of information technology, including cybersecurity risk.
The TORC provides guidance and direction in assessing, addressing, mitigating and monitoring cybersecurity risks within Voya. 45 Voya's Board committees include the Risk Committee, which provides support to the Board in its oversight of information technology, including cybersecurity risk.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties As of December 31, 2024, we owned or leased 74 locations in the U.S. and elsewhere, totaling approximately 1.8 million square feet, of which approximately 849 thousand square feet was owned properties and approximately 994 thousand square feet was leased properties.
Item 2. Properties As of December 31, 2025, we owned or leased 69 locations in the U.S. and elsewhere, totaling approximately 1.7 million square feet, of which approximately 849 thousand square feet was owned properties and approximately 868 thousand square feet was leased properties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal Proceedings See the Litigation, Regulatory Matters and Loss Contingencies section of the Commitments and Contingencies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for a description of our material legal proceedings. Item 4. Mine Safety Disclosures Not Applicable. PART II
Item 3. Legal Proceedings See the Litigation, Regulatory Matters and Contingencies section of the Commitments and Contingencies Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for a description of our material legal proceedings. Item 4. Mine Safety Disclosures Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. Mine Safety Disclosures 43 PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 Item 6. Reserved 44 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 88 Item 8.
Item 4. Mine Safety Disclosures 46 PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 46 Item 6. Reserved 47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 47 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 93 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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See Liquidity and Capital Resources in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K for further information regarding common stock dividends. At February 14, 2025, there were 73 stockholders of record of common stock.
See Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K for further information regarding common stock dividends. At February 13, 2026, there were 80 stockholders of record of common stock.
For the three months ended December 31, 2024, there was an increase of 101,018 treasury shares in connection with such withholding activities. (2) On September 12, 2024, the Company entered into a share repurchase agreement with a third-party financial institution to repurchase $100 million of the Company's common stock.
For the three months ended December 31, 2025, there was an increase of 84,850 treasury shares in connection with such withholding activities. (2) On August 11, 2025, the Company entered into a share repurchase agreement with a third-party financial institution to repurchase $100 million of the Company's common stock.
(3) On October 31, 2024, the Company's Board of Directors provided an additional share repurchase authorization of $500 million. This share repurchase authorization expires on December 31, 2025 (unless extended), and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board at any time.
(3) On October 30, 2025, this share repurchase authorization, which had an original expiration of December 31, 2025, was extended by the Board of Directors through December 31, 2026 and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board at any time.
Stockholders of record include institutional or omnibus accounts that hold common stock for many underlying investors. 43 Table of Contents Purchases of Equity Securities by the Issuer The following table summarizes Voya Financial, Inc.'s repurchases of its common stock for the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in millions) October 1, 2024 - October 31, 2024 1,050,726 $ 80.77 997,994 $ 801 November 1, 2024 - November 30, 2024 723,212 83.92 (2) 708,061 761 December 1, 2024 - December 31, 2024 33,135 77.56 — 761 Total 1,807,073 $ 81.97 1,706,055 N/A (1) In connection with exercise or vesting of equity-based compensation awards, employees may remit to Voya Financial, Inc., or Voya Financial, Inc. may withhold into treasury stock, shares of common stock in respect of tax withholding obligations and option exercise cost associated with such exercise or vesting.
Stockholders of record include institutional or omnibus accounts that hold common stock for many underlying investors. 46 Table of Contents Purchases of Equity Securities by the Issuer The following table summarizes Voya Financial, Inc.'s repurchases of its common stock for the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in millions) October 1, 2025 - October 31, 2025 - Share repurchase agreement 218,336 (2) 218,336 $ 662 October 1, 2025 - October 31, 2025 - excluding Share repurchase agreement 22,645 $ 73.84 — 662 November 1, 2025 - November 30, 2025 619,990 70.48 596,524 620 December 1, 2025 - December 31, 2025 828,314 73.39 789,575 562 Total 1,689,285 $ 74.69 1,604,435 N/A (1) In connection with exercise or vesting of equity-based compensation awards, employees may remit to Voya Financial, Inc., or Voya Financial, Inc. may withhold into treasury stock, shares of common stock in respect of tax withholding obligations and option exercise cost associated with such exercise or vesting.
Pursuant to the agreement, the Company received initial delivery of 1,061,853 shares based on the closing market price of the Company's stock on September 12, 2024 of $75.34. The arrangement closed on November 5, 2024 and an additional 222,007 shares were delivered based on the daily volume-weighted average price of the Company's common stock.
Pursuant to the agreement, the Company received initial delivery of 1,127,396 shares based on the closing market price of the Company's common stock on August 11, 2025 of $70.96. This arrangement closed on October 15, 2025 and additional 218,336 shares were delivered based on daily volume-weighted average price of the Company's common stock.
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In total, the Company paid $100 million under the share repurchase agreement to repurchase 1,345,732 shares at an average price of $74.31 per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Sales for Group Life, Stop Loss, and Voluntary Benefits also tend to be the highest in the first quarter, as most of our contracts have January start dates in alignment with the start of our clients' fiscal years. • The third quarter of each year tends to have the second highest Group Life, Stop Loss, and Voluntary Benefits sales, as a large number of our contracts have July start dates in alignment with the start of our clients' fiscal years. • The fourth quarter of each year tends to have higher Voluntary Claims.
Sales for Group Life, Stop Loss, and Voluntary Benefits also tend to be the highest in the first quarter, as most of our contracts have January start dates in alignment with the start of our clients' fiscal years. • The third quarter of each year tends to have the second highest Group Life, Stop Loss, and Voluntary Benefits sales, as a large number of our contracts have July start dates in alignment with the start of our clients' fiscal years. • The fourth quarter of each year tends to have higher Voluntary and Stop Loss Claims.
Debt As of December 31, 2024, we had $399 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt.
As of December 31, 2024, we had $399 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt.
In addition, we also provide decision support tools through the Benefitfocus enrollment platform and through our MyVoyage mobile application, which provides a comprehensive guidance tool for employees to see their entire financial picture including their workplace benefits and savings. We support employers by taking on the administrative burden of benefits enrollment and administration, leave management, COBRA administration, and other obligations.
In addition, we also provide decision support tools through the Benefitfocus enrollment platform and through our MyVoyage application, which provides a comprehensive guidance tool for employees to see their entire financial picture including their workplace benefits and savings. We support employers by taking on the administrative burden of benefits enrollment and administration, leave management, COBRA administration, and other obligations.
This in turn depends on sales volumes to new and existing clients, net deposits from retirement plan participants, asset retention, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts.
This in turn depends on sales volumes from new and existing clients, net deposits from retirement plan participants, asset retention, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts.
For additional information on each measure, see Segments Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K. Assets Under Management ("AUM") and Assets Under Advisement ("AUA") A substantial portion of our fees, other charges and margins are based on AUM.
For additional information on each measure, see the Segments Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K. Assets Under Management ("AUM") and Assets Under Advisement ("AUA") A substantial portion of our fees, other charges and margins are based on AUM.
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.
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 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.
Although we are not relieved of legal liability to the contract holder for these closed blocks, third-party collateral of $1.1 billion has been provided for the payment of the related insurance obligations. The sufficiency of collateral held for any individual block may vary.
Although we are not relieved of legal liability to the contract holder for these closed blocks, third-party collateral of $1.0 billion has been provided for the payment of the related insurance obligations. The sufficiency of collateral held for any individual block may vary.
Share Repurchase Program and Dividends to Common Shareholders See the Shareholders' Equity Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations for the years ended December 31, 2024 and 2023 .
Share Repurchase Program and Dividends to Common Shareholders See the Shareholders' Equity Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations for the years ended December 31, 2025 and 2024 .
Rating Agency A.M. Best Fitch, Inc. Moody's Investors Service, Inc. Standard & Poor's ("A.M. Best") (1) ("Fitch") (2) ("Moody's") (3) ("S&P") (4) Long-term Issuer Credit Rating/Outlook: Voya Financial, Inc.
Moody's Investors Service, Inc. Standard & Poor's ("A.M. Best") (1) ("Fitch") (2) ("Moody's") (3) ("S&P") (4) Long-term Issuer Credit Rating/Outlook: Voya Financial, Inc.
As of December 31, 2024 and 2023, the weighted average NAIC quality rating of our fixed maturities portfolio was 1.5. The following tables present credit quality of fixed maturities, including securities pledged, using NAIC designations as of the dates indicated: ($ in millions) December 31, 2024 NAIC Quality Designation 1 2 3 4 5 6 Total Fair Value U.S.
As of December 31, 2025 and 2024, the weighted average NAIC quality rating of our fixed maturities portfolio was 1.5. The following tables present credit quality of fixed maturities, including securities pledged, using NAIC designations as of the dates indicated: ($ in millions) December 31, 2025 NAIC Quality Designation 1 2 3 4 5 6 Total Fair Value U.S.
The adjustment for December 31, 2024 includes the anticipated payment of the 3.976% Senior Notes maturing February 15, 2025. See the Financing Agreements Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for additional details on the maturing debt.
The adjustment for December 31, 2024 included the anticipated payment of the 3.976% Senior Notes maturing February 15, 2025. See the Financing Agreements Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for additional details on the maturing debt.
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.
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 are removed from our financial statements. This process of consolidation/deconsolidation could have a material impact on total shareholders’ equity.
State insurance regulators use the RBC requirements to identify inadequately capitalized insurers. Not meeting the minimum amount of capital based upon RBC requirements may subject the insurer to varying levels of regulatory oversight. As of December 31, 2024, the Total Adjusted Capital of each of our insurance subsidiaries exceeded statutory minimum RBC levels.
State insurance regulators use the RBC requirements to identify inadequately capitalized insurers. Not meeting the minimum amount of capital based upon RBC requirements may subject the insurer to varying levels of regulatory oversight. As of December 31, 2025, the Total Adjusted Capital of each of our insurance subsidiaries exceeded statutory minimum RBC levels.
Credit Support of Subsidiaries Voya Financial, Inc. provides guarantees to certain of our subsidiaries to support various business requirements: • Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 million principal amount of the 8.42% Equitable of Iowa Companies Capital Trust II Notes due 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $218 million combined principal amount of Aetna Notes. • Voya Financial, Inc. and Voya Holdings provide a guarantee of payment of obligations to certain subsidiaries under certain surplus notes held by those subsidiaries.
Credit Support of Subsidiaries Voya Financial, Inc. provides guarantees to certain of our subsidiaries to support various business requirements: • Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 million principal amount of the 8.42% Equitable of Iowa Companies Capital Trust II Notes due 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $218 million combined principal amount of Aetna Notes. 68 Table of Contents • Voya Financial, Inc. and Voya Holdings provide a guarantee of payment of obligations to certain subsidiaries under certain surplus notes held by those subsidiaries.
This excludes alternative investments and income that are a component of Income (loss) related to businesses exited or to be exited through reinsurance or divestment. These alternative investments are carried at fair value, which is estimated based on the net asset value ("NAV") of these funds.
This excludes alternative investments and income that are a component of Income (loss) related to businesses exited or to be exited through reinsurance or divestment. These alternative investments are carried at fair value, which is estimated based on the NAV of these funds.
The fixed maturities in our portfolio are generally rated by external rating agencies and, if not externally rated, are rated by us on a basis similar to that used by the rating agencies. As of December 31, 2024 and 2023, the weighted average quality rating of our fixed maturities portfolio was A.
The fixed maturities in our portfolio are generally rated by external rating agencies and, if not externally rated, are rated by us on a basis similar to that used by the rating agencies. As of December 31, 2025 and 2024, the weighted average quality rating of our fixed maturities portfolio was A.
The managed custody guarantee product ("MCG") is a stand-alone derivative and is measured in its entirety at estimated fair value. The estimated fair value of the Stabilizer embedded derivative and MCG stand-alone derivative is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums.
The managed custody guarantee product ("MCG") is a stand-alone derivative and is measured in its entirety at estimated fair value. The estimated fair value of the Stabilizer embedded derivative and MCG stand-alone derivative is determined based on the present value of projected future claims, minus the present value of future attributed premiums.
These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation, levels of global trade, and geopolitical risk. In the short- to medium-term, the potential for increased volatility and slowing economic growth can pressure sales and reduce demand as consumers hesitate to make financial decisions.
These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope 49 Table of Contents of potential deregulation, levels of global trade, and geopolitical risk. In the short- to medium-term, the potential for increased volatility and slowing economic growth can pressure sales and reduce demand as consumers hesitate to make financial decisions.
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.
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. Intercompany transactions and balances within the Obligor Group have been eliminated.
Also, for additional information on our sensitivity to interest rates, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual Report on Form 10-K. 47 Table of Contents Seasonality and Other Matters Our business results can vary from quarter to quarter as a result of seasonal factors.
Also, for additional information on our sensitivity to interest rates, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual Report on Form 10-K. Seasonality and Other Matters Our business results can vary from quarter to quarter as a result of seasonal factors.
The expected rate of return for 2024 was 6.00%, net of expenses, for the Retirement Plan. As of December 31, 2024, the effect of a change in the actual rate of return on the net periodic benefit cost is presented in the table below.
The expected rate of return for 2025 was 6.00%, net of expenses, for the Retirement Plan. As of December 31, 2025, the effect of a change in the actual rate of return on the net periodic benefit cost is presented in the table below.
Ratings are derived from three ARO ratings and are applied as follows, based on the number of agency ratings received: • when three ratings are received then the middle rating is applied; • when two ratings are received then the lower rating is applied; • when a single rating is received, the ARO rating is applied; and • when ratings are unavailable then an internal rating is applied. 79 Table of Contents The following tables present credit quality of fixed maturities, including securities pledged, using ARO ratings as of the dates indicated: ($ in millions) December 31, 2024 ARO Quality Ratings AAA AA A BBB BB and Below Total Fair Value U.S.
Ratings are derived from three ARO ratings and are applied as follows, based on the number of agency ratings received: • when three ratings are received then the middle rating is applied; • when two ratings are received then the lower rating is applied; • when a single rating is received, the ARO rating is applied; and • when ratings are unavailable then an internal rating is applied. 84 Table of Contents The following tables present credit quality of fixed maturities, including securities pledged, using ARO ratings as of the dates indicated: ($ in millions) December 31, 2025 ARO Quality Ratings AAA AA A BBB BB and Below Total Fair Value U.S.
Liquidity We manage liquidity through access to substantial investment portfolios as well as a variety of other sources of liquidity including committed credit facilities, securities lending and repurchase agreements. Our asset-liability management ("ALM") process considers the expected maturity of investments and expected benefit payments as well as the specific nature and risk profile of the liabilities.
Liquidity We manage liquidity through access to substantial investment portfolios as well as a variety of other sources of liquidity including committed credit facilities, securities lending and repurchase agreements. Our asset-liability management ("ALM") process considers the expected maturity of investments and expected benefit payments as well as the specific nature and risk 66 Table of Contents profile of the liabilities.
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.
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.
Long-duration contracts are insurance contracts that provide insurance coverage and remain in force for an extended period. Principal assumptions used to establish the liability for future policy benefits for long-duration contracts include mortality, morbidity, policy lapse, contract renewal, payment of subsequent premiums or deposits by the contract owner, retirement, inflation and benefit utilization.
Long-duration contracts are insurance contracts that provide insurance coverage and remain in force for an extended period. Principal assumptions used to establish the liability for future policy benefits for long-duration contracts include mortality, morbidity, policy lapse, contract renewal, payment of subsequent premiums by the contract owner, retirement, and benefit utilization.
Corporate Market withdrawals also tend to increase in the first quarter as departing sponsors change providers at the start of a new year. • In the third quarter of each year, education tax-exempt markets typically have the lowest recurring deposits, due to the timing of vacation schedules in the academic calendar. • The fourth quarter of each year tends to have the highest level of single/transfer deposits due to new Corporate Market plan sales as sponsors transfer from other providers when contracts expire at the fiscal or calendar year-end.
Withdrawals also tend to increase in the first quarter as departing sponsors change providers at the start of a new year. • In the third quarter of each year, education tax-exempt markets typically have the lowest recurring deposits, due to the timing of vacation schedules in the academic calendar. • The fourth quarter of each year tends to have the highest level of single/transfer deposits due to new defined contribution plan sales as plan sponsors transfer from other providers when contracts expire at the fiscal or calendar year-end.
These designations are 77 Table of Contents generally similar to the credit quality designations of the NAIC acceptable rating organizations ("ARO") for marketable fixed maturity securities, called rating agency designations except for certain structured securities as described below. NAIC designations of "1," highest quality and "2," high quality, include fixed maturity securities generally considered investment grade by such rating organizations.
These designations are generally similar to the credit quality designations of the NAIC acceptable rating organizations ("ARO") for marketable fixed maturity securities, called rating agency designations except for certain structured securities as described below. NAIC designations of "1," highest quality and "2," high quality, include fixed maturity securities generally considered investment grade by such rating organizations.
The Health Solutions segment generates revenue from premiums and fees, investment income, mortality and morbidity income, and policy and other charges. Underwriting income comprises the majority of revenues in this segment and derives from the difference between premiums and mortality charges collected and benefits and expenses paid for group life, stop loss and voluntary benefits.
The Employee Benefits segment generates revenue from premiums and fees, investment income, mortality and morbidity income, and policy and other charges. Underwriting income comprises the majority of revenues in this segment and derives from the difference between premiums and mortality charges collected and benefits and expenses paid for group life, stop loss and voluntary benefits.
As part of our liquidity management process, we model different scenarios to determine whether existing assets are adequate to meet projected cash flows. 62 Table of Contents Capitalization The primary components of our capital structure consist of debt and equity securities.
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.
The following discussion and analysis presents a review of our results of operations for the years ended December 31, 2024 and 2023, and financial condition as of December 31, 2024 and 2023.
The following discussion and analysis presents a review of our results of operations for the years ended December 31, 2025 and 2024, and financial condition as of December 31, 2025 and 2024.
Pending receipt of SVO ratings, the categorization of these securities by NAIC designation is based on the expected ratings indicated by internal analysis. Information about certain of our fixed maturity securities holdings by the NAIC designation is set forth in the following tables.
Pending receipt of SVO ratings, the categorization of these securities by NAIC designation is based on the expected ratings indicated by internal analysis. 82 Table of Contents Information about certain of our fixed maturity securities holdings by the NAIC designation is set forth in the following tables.
Based on these factors, we expect that the assets will earn an average percentage per year over the long term. This estimation is based on an active return on a compound basis, with a reduction for administrative expenses and manager fees 76 Table of Contents paid to non-affiliated companies from the assets.
Based on these factors, we expect that the assets will earn an average percentage per year over the long term. This estimation is based on an active return on a compound basis, with a reduction for administrative expenses and manager fees paid to non-affiliated companies from the assets.
The estimated impact of this change, as well as actuarial gain on discount rate experienced during 2024, is expected to have an immaterial impact on our net periodic pension cost. The expected rate of return considers the asset allocation, historical returns on the types of assets held and current economic environment.
The estimated impact of this change, as well as actuarial loss on discount rate experienced during 2025, is expected to have an immaterial impact on our net periodic pension cost. The expected rate of return considers the asset allocation, historical returns on the types of assets held and current economic environment.
See Business, Basis of Presentation and Significant Accounting Policies and Investments (excluding Consolidated Investment Entities) Notes to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further information on repurchase agreements and our securities lending program.
Securities Lending Program See the Business, Basis of Presentation and Significant Accounting Policies and Investments (excluding Consolidated Investment Entities) Notes to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for information on our securities lending program.
As of December 31, 2024, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.2 billion. For non-life insurance subsidiaries, the maximum allowable under the agreement is based on the assets of the subsidiaries and their particular cash requirements.
As of December 31, 2025, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.4 billion. For non-life insurance subsidiaries, the maximum allowable under the agreement is based on the assets of the subsidiaries and their particular cash requirements.
Pension and Postretirement Plans When contributing to our qualified retirement plans, we will take into consideration the minimum and maximum amounts required by ERISA, the attained funding target percentage of the plan, the variable-rate premiums that may be required by the Pension Benefit Guaranty Corporation ("PBGC") and any funding relief that might be enacted by Congress.
Pension and Postretirement Plans When contributing to our qualified retirement plans, we will take into consideration the minimum and maximum amounts required by ERISA, the attained funding target percentage of the plan, the variable-rate premiums that may be required by the Pension Benefit Guaranty Corporation ("PBGC"), availability of and strategy for using funding balances and any funding relief that might be enacted by Congress.
At inception of the contract, we project a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts.
At inception of the contract, we project an attributed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts.
Government agencies and authorities 30 — — — — — 30 State, municipalities and political subdivisions 547 31 2 — — — 580 U.S. corporate public securities 2,207 4,603 165 16 17 — 7,008 U.S. corporate private securities 2,042 2,505 349 85 2 — 4,983 Foreign corporate public securities and foreign governments (1) 749 1,525 131 59 8 — 2,472 Foreign corporate private securities (1) 329 2,017 147 — 44 — 2,537 Residential mortgage-backed securities 3,418 29 5 4 8 7 3,471 Commercial mortgage-backed securities 2,570 386 107 48 21 — 3,132 Other asset-backed securities 2,460 256 8 12 1 32 2,769 Total fixed maturities $ 14,824 $ 11,352 $ 914 $ 224 $ 101 $ 39 $ 27,454 % of Fair Value 54.0% 41.3% 3.3% 0.8% 0.4% 0.2% 100.0% (1) Primarily U.S. dollar denominated. 78 Table of Contents ($ in millions) December 31, 2023 NAIC Quality Designation 1 2 3 4 5 6 Total Fair Value U.S.
Government agencies and authorities 30 — — — — — 30 State, municipalities and political subdivisions 547 31 2 — — — 580 U.S. corporate public securities 2,207 4,603 165 16 17 — 7,008 U.S. corporate private securities 2,042 2,505 349 85 2 — 4,983 Foreign corporate public securities and foreign governments (1) 749 1,525 131 59 8 — 2,472 Foreign corporate private securities (1) 329 2,017 147 — 44 — 2,537 Residential mortgage-backed securities 3,418 29 5 4 8 7 3,471 Commercial mortgage-backed securities 2,570 386 107 48 21 — 3,132 Other asset-backed securities 2,460 256 8 12 1 32 2,769 Total fixed maturities $ 14,824 $ 11,352 $ 914 $ 224 $ 101 $ 39 $ 27,454 % of Fair Value 54.0% 41.3% 3.3% 0.8% 0.4% 0.2% 100.0% (1) Primarily U.S. dollar denominated.
AUM is principally affected by net deposits (i.e., new deposits, less surrenders and other outflows) and 48 Table of Contents investment performance (i.e., interest credited to contract owner accounts for assets that earn a fixed return or market performance for assets that earn a variable return).
AUM is principally affected by net deposits (i.e., new deposits, less surrenders and other outflows) and investment performance (i.e., interest credited to contract owner accounts for assets that earn a fixed return or market performance for assets that earn a variable return).
We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of December 31, 2024 was approximately $0.2 billion.
We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of December 31, 2025 was approximately $0.4 billion.
The following table summarizes the estimated ratio of TAC to CAL on a combined basis primarily for our Principal Insurance Subsidiaries adjusted for certain intercompany loans and transactions of $383 million and $435 million as of December 31, 2024 and 2023, respectively.
The following table summarizes the estimated ratio of TAC to CAL on a combined basis primarily for our Principal Insurance Subsidiaries adjusted for certain intercompany loans and transactions of $461 million and $383 million as of December 31, 2025 and 2024, respectively.
As a result of the qualitative assessment performed during the fourth quarter, the Company determined that there are no indicators of impairment requiring a quantitative assessment to be performed. Other Intangible Assets The Company’s indefinite-lived intangible assets primarily relate to the right to manage client assets.
As a result of the qualitative assessment performed during the fourth quarter, we determined that there are no indicators of impairment requiring a quantitative assessment to be performed. Other Intangible Assets Our indefinite-lived intangible assets primarily relate to the right to manage client assets.
Private credit within the BBB space provides issuer diversification, offers a higher overall return profile, and includes stronger credit protections that come with better covenant structures. 80 Table of Contents Unrealized Capital Losse s As of December 31, 2024 and 2023, we held nine and six fixed maturities with unrealized capital loss in excess of $10 million, respectively.
Private credit within the BBB space provides issuer diversification, offers a higher overall return profile and includes stronger credit protections that come with better covenant structures. 85 Table of Contents Unrealized Capital Losse s As of December 31, 2025 and 2024, we held three and nine fixed maturities with unrealized capital loss in excess of $10 million, respectively.
Significant estimates in the determination of fair value for this purpose include the projected net cash flow attributable to the intangible asset and the discount rate applied to future net cash flows for purposes of estimating fair value. The Company had no impairment loss in relation to other intangible assets for the year ended December 31, 2024.
Significant estimates in the determination of fair value for this purpose include the projected net cash flow attributable to the intangible asset and the discount rate applied to future net cash flows for purposes of estimating fair value. We had no impairment loss in relation to other intangible assets for the years ended December 31, 2025 and 2024.
Voya’s scale, business mix, risk profile, and strong free cash flow generation are competitive differentiators, and we have a clear path to increasing free cash flow generation and Adjusted operating earnings growth via net revenue growth, margin expansion, and disciplined capital management.
Voya’s scale, business mix, risk profile, and strong excess capital generation are competitive differentiators, and we have a clear path to increasing excess capital generation and Adjusted operating earnings growth via net revenue growth, margin expansion, and disciplined capital management.
A stable outlook from rating agencies is an opinion generally indicating that the rating is not likely to change over the medium term. 65 Table of Contents The financial strength and credit ratings of Voya Financial, Inc. and its principal subsidiaries as of the date of this Annual Report on Form 10-K are summarized in the following table.
A stable outlook from rating agencies is an opinion generally indicating that the rating is not likely to change over the medium term. The financial strength and credit ratings of Voya Financial, Inc. and its principal subsidiaries as of the date of this Annual Report on Form 10-K are summarized in the following table. Rating Agency A.M. Best Fitch, Inc.
This represents the estimate of actuarial gains (losses) that would be recognized immediately through Operating expenses in our Consolidated Statements of Operations: ($ in millions) Increase (Decrease) in Net Periodic Benefit Cost-Pension Plans Increase in actual rate of return by 100 basis points $ (18) Decrease in actual rate of return by 100 basis points 18 The expected rate of return for 2025 is 6.0%, net of expenses, for the Retirement Plan.
This represents the estimate of actuarial gains (losses) that would be recognized immediately through Operating expenses in our Consolidated Statements of Operations: ($ in millions) Increase (Decrease) in Net Periodic Benefit Cost-Pension Plans Increase in actual rate of return by 100 basis points $ (17) Decrease in actual rate of return by 100 basis points 17 The expected rate of return for 2026 is 6.10%, net of expenses, for the Retirement Plan.
The following table presents the returns of our CMO-B portfolio for the periods indicated: Year Ended December 31, ($ in millions) 2024 2023 2022 Net investment income $ 254 $ 300 $ 489 Net gains (losses) (1) (41) (106) (437) Income (loss) before income taxes $ 213 $ 194 $ 52 (1) Net gains (losses) also include derivatives interest settlements, mark to market adjustments and realized gains (losses) on standalone derivatives contracts that are in the CMO-B portfolio. 82 Table of Contents 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 following table presents the returns of our CMO-B portfolio for the periods indicated: Year Ended December 31, ($ in millions) 2025 2024 2023 Net investment income $ 282 $ 254 $ 300 Net gains (losses) (1) (140) (41) (106) Income (loss) before income taxes $ 142 $ 213 $ 194 (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. 87 Table of Contents 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.
For discussion and analysis of our results of operations for the years ended December 31, 2023 and 2022, refer to our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024.
For discussion and analysis of our results of operations for the years ended December 31, 2024 and 2023, refer to our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025.
See the Consolidated and Nonconsolidated Investment Entities Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for details over changes in noncontrolling interest during the year and impacting capitalization.
See the Consolidated and Nonconsolidated Investment Entities Note to our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for details regarding changes in noncontrolling interest during the year and their impact on capitalization.
Interest Rate Environment We believe the interest rate environment will continue to influence our business and financial performance in the future for several reasons, including the following: • Our general account investment portfolio, which was approximately $34.7 billion as of December 31, 2024, consists predominantly of fixed income investments.
Interest Rate Environment We believe the interest rate environment will continue to influence our business and financial performance in the future for several reasons, including the following: • Our general account investment portfolio, which was approximately $38.2 billion as of December 31, 2025, consists predominantly of fixed income investments.
Other seasonal factors that affect our business include: Wealth Solutions • The first quarter of each year tends to have the highest level of recurring deposits in Corporate Markets, due to the increase in participant contributions from the receipt of annual bonus award payments or annual lump sum matches and profit sharing contributions made by many employers.
Other seasonal factors that affect our business include: Retirement • The first quarter of each year tends to have the highest level of recurring deposits in the defined contribution business, due to the increase in participant contributions from the receipt of annual bonus award payments or annual lump sum matches and profit sharing contributions made by many employers.
As of December 31, 2024, such securities consist of (i) the 3.976% senior notes due 2025, the 3.65% senior notes due 2026, the 5.00% senior notes due 2034, the 5.7% senior notes due 2043, and the 4.8% senior notes due 2046, with an aggregate principal amount of $1.9 billion (collectively, the "Senior Notes") and (ii) the 4.7% fixed-to-floating rate junior subordinated notes due 2048, with a principal amount of $336 million (the "Junior Subordinated Notes" and, together with the Senior Notes, the "Registered Notes").
As of December 31, 2025, such securities consist of (i) the 3.65% senior notes due 2026, the 5.0% senior notes due 2034, the 5.7% senior notes due 2043, and the 4.8% senior notes due 2046, with an aggregate principal amount of $1.5 billion (collectively, the "Senior Notes") and (ii) the 4.7% fixed-to-floating junior subordinated notes due 2048, with principal amount of $336 million (the "Junior Subordinated Notes" and, together with the Senior Notes, the "Registered Notes").
This decrease in the discount rate was driven by the decrease in corporate AA yields. The asset returns are only applicable to the Retirement Plan as assets are not held by any of the other pension and other postretirement plans. Our expected long-term rate of return on our Retirement Plan assets was 6.00% and 5.82% for 2024 and 2023, respectively.
This increase in the discount rate was driven by the increase in corporate AA yields. The asset returns are only applicable to the Retirement Plan as assets are not held by any of the other pension and other postretirement plans. Our expected long-term rate of return on our Retirement Plan assets was 6.00% for 2025 and 2024.
This represents the estimate of actuarial gains (losses) that would be recognized immediately through Operating expenses in our Consolidated Statements of Operations: ($ in millions) Increase (Decrease) in Net Periodic Benefit Cost-Pension Plans Increase in discount rate by 100 basis points $ (160) Decrease in discount rate by 100 basis points 190 ($ in millions) Increase (Decrease) in Pension Benefit Obligation Increase in discount rate by 100 basis points $ (160) Decrease in discount rate by 100 basis points 190 The discount rate to be used to determine interest cost for 2025 is 5.88%.
This represents the estimate of actuarial gains (losses) that would be recognized immediately through Operating expenses in our Consolidated Statements of Operations: ($ in millions) Increase (Decrease) in Net Periodic Benefit Cost-Pension Plans Increase in discount rate by 100 basis points $ (167) Decrease in discount rate by 100 basis points 197 ($ in millions) Increase (Decrease) in Pension Benefit Obligation Increase in discount rate by 100 basis points $ (167) Decrease in discount rate by 100 basis points 197 The discount rate to be used to determine interest cost for 2026 is 5.63%.
The following table presents the notional amounts and fair values of interest rate derivatives not qualifying for hedge accounting and used in our CMO-B portfolio as of the dates indicated: December 31, 2024 December 31, 2023 ($ in millions) Notional Amount Asset Fair Value Liability Fair Value Notional Amount Asset Fair Value Liability Fair Value Interest Rate Contracts $ 11,669 $ 141 $ 271 $ 11,234 $ 143 $ 321 The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.
The following table presents the notional amounts and fair values of interest rate derivatives not qualifying for hedge accounting and used in our CMO-B portfolio as of the dates indicated: December 31, 2025 December 31, 2024 ($ in millions) Notional Amount Asset Fair Value Liability Fair Value Notional Amount Asset Fair Value Liability Fair Value Interest Rate Contracts $ 10,901 $ 83 $ 226 $ 11,669 $ 141 $ 271 The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.
See the "Note Concerning Forward-Looking Statements." Overview We are a leading provider of workplace benefits and savings solutions and technologies to U.S. employers, enabling better financial outcomes for their employees and for those who depend on their employees through our retirement solutions, retail wealth services, and a comprehensive portfolio of benefits products.
Overview We are a leading provider of workplace benefits and savings solutions and technologies to U.S. employers, enabling better financial outcomes for their employees and for those who depend on their employees through our retirement solutions, retail wealth services, and a comprehensive portfolio of benefits products.
The discount rate as of December 31, 2024 for the benefit obligation of the Plans was 5.88%. As of December 31, 2024, the sensitivities of the effect of a change in the discount rate are as presented below.
The discount rate as of December 31, 2025 for the benefit obligation of the Plans was 5.63%. As of December 31, 2025, the sensitivities of the effect of a change in the discount rate are as presented below.
For all of our segments, the first quarter of each year typically has elevated operating expenses, reflecting higher payroll taxes, equity compensation grants, and certain other expenses that tend to be concentrated in the first quarter. Additionally, alternative investment income tends to be lower in the first quarter.
For all of our segments, the first quarter of each year typically has elevated operating expenses, reflecting higher payroll taxes, equity compensation grants, and certain other expenses that tend to be concentrated in the first quarter.
As of December 31, 2024 and 2023, we held fixed maturities rated BBB of $11,725 and $12,614, respectively. Our higher allocation to BBB relative to industry peers is a function of our underweight to high yield debt and preference for private credit, which is primarily a BBB market.
As of December 31, 2025 and 2024, we held fixed maturities rated BBB of $12.5 billion and $11.7 billion, respectively. Our higher allocation to BBB relative to industry peers is a function of our underweight to high yield debt and preference for private credit, which is primarily a BBB market.
Additionally, we had overall unrealized capital losses of $2.5 billion in Accumulated other comprehensive income as of December 31, 2024, which we expect to be utilized by our hold-to-maturity tax planning strategy.
Additionally, we had overall unrealized capital losses of $1.7 billion in Accumulated other comprehensive income as of December 31, 2025, which we expect to be utilized by our hold-to-maturity tax planning strategy.
Mortgage Loans on Real Estate As of December 31, 2024 and 2023, our mortgage loans on real estate portfolio had a weighted average debt service coverage ratio ("DSC") of 2.03 times and 1.94 times, and a weighted average loan-to-value ("LTV") ratio of 43.4% and 45.0%, respectively.
Mortgage Loans on Real Estate As of December 31, 2025 and 2024, our mortgage loans on real estate portfolio had a weighted average debt service coverage ratio ("DSC") of 2.15 times and 2.03 times, and a weighted average loan-to-value ("LTV") ratio of 42.1% and 43.4%, respectively.
We choose collateral types and individual securities based on an in-depth quantitative analysis of prepayment incentives across available borrower types. 81 Table of Contents The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated: ($ in millions) December 31, 2024 December 31, 2023 NAIC Quality Designation Amortized Cost Fair Value % Fair Value Amortized Cost Fair Value % Fair Value 1 $ 1,708 $ 1,708 98.1 % $ 1,779 $ 1,795 97.3 % 2 19 20 1.1 % 33 33 1.8 % 3 — — — % — 1 0.1 % 4 — 1 0.1 % — — — % 5 4 5 0.3 % 4 7 0.4 % 6 6 7 0.4 % 7 8 0.4 % Total $ 1,737 $ 1,741 100.0 % $ 1,823 $ 1,844 100.0 % For CMO securities where we elected the fair value option ("FVO"), amortized cost represents the market values.
We choose collateral types and individual securities based on an in-depth quantitative analysis of prepayment incentives across available borrower types. 86 Table of Contents The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated: ($ in millions) December 31, 2025 December 31, 2024 NAIC Quality Designation Amortized Cost Fair Value % Fair Value Amortized Cost Fair Value % Fair Value 1 $ 1,952 $ 1,969 99.2 % $ 1,708 $ 1,708 98.1 % 2 — — — % 19 20 1.1 % 3 — — — % — — — % 4 — — — % — 1 0.1 % 5 8 12 0.6 % 4 5 0.3 % 6 4 4 0.2 % 6 7 0.4 % Total $ 1,964 $ 1,985 100.0 % $ 1,737 $ 1,741 100.0 % For CMO securities where we elected the fair value option ("FVO"), amortized cost represents the market values.
The purchase consideration includes approximately $50 million in cash paid at closing and contingent consideration of up to $160 million based on plan persistency and transition incentives.
The purchase consideration included $50 million in cash paid at closing and contingent consideration of up to $160 million based on plan persistency and transition incentives to be paid in 2026.
We had federal net operating losses of $6.3 billion as of December 31, 2024, which we expect to fully utilize in future years from the four available sources of taxable income.
We had federal net operating losses of $5.2 billion as of December 31, 2025, which we expect to fully utilize in future years from the four available sources of taxable income.
($ in millions) ($ in millions) As of December 31, 2024 As of December 31, 2023 CAL TAC Ratio CAL TAC Ratio $ 821 $ 3,183 388 % $ 778 $ 3,365 433 % For additional information regarding RBC, see Business-Regulation-Financial Regulation in Part I, Item 1. of this Annual Report on Form 10-K.
($ in millions) ($ in millions) As of December 31, 2025 As of December 31, 2024 CAL TAC Ratio CAL TAC Ratio $ 834 $ 3,445 413 % $ 821 $ 3,183 388 % For additional information regarding RBC, see Business-Regulation-Financial Regulation in Part I, Item 1. of this Annual Report on Form 10-K.
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.
Through our institutional distribution channel and our Retirement and Employee Benefits businesses, 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.
($ 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.
($ in millions) December 31, 2024 ARO Quality Ratings AAA AA A BBB BB and Below Total Fair Value U.S. Treasuries $ — $ 472 $ — $ — $ — $ 472 U.S.
Our expected return on Retirement Plan assets is calculated using 30-year forward looking assumptions based on the long-term target asset allocation. In 2024, the actual return on our Retirement Plan assets was approximately 2.27%, resulting in an actuarial loss of $71 million, mainly due to high proportion of fixed income investments.
Our expected return on Retirement Plan assets is calculated using 30-year forward looking assumptions based on the long-term target asset allocation. In 2025, the actual return on our Retirement Plan assets was approximately 8.60%, resulting in an actuarial gain of $43 million, mainly due to high proportion of fixed income investments.
Benefitfocus provides market-leading benefits enrollment and administration services to employers and plan enrollment services to health plans. It also provides a benefits marketplace through which employees can select and enroll in voluntary benefits offered by their employers. Our Benefitfocus platform is open-architecture and product-agnostic, enrolling and administering benefits from a variety of third-party carriers.
It also provides a benefits marketplace through which employees can select and enroll in voluntary benefits offered by their employers. Our Benefitfocus platform is open-architecture and product-agnostic, enrolling and administering benefits from a variety of third-party carriers.
The following table summarizes our borrowing activities for the year ended December 31, 2024: ($ in millions) Beginning Balance Issuance Maturities and Repayment Other Changes (1) Ending Balance Total long-term debt $ 2,097 $ 400 $ — $ (394) $ 2,103 (1) Other changes represent the reclassification of $399 million of debt maturing in 2025, partially offset by the immaterial net impact of discount accretion and issuance costs. 63 Table of Contents As of December 31, 2023, we had $1 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt.
The following table summarizes our borrowing activities for the year ended December 31, 2024: ($ in millions) Beginning Balance Issuance Maturities and Repayment Other Changes (1) Ending Balance Total long-term debt $ 2,097 $ 400 $ — $ (394) $ 2,103 (1) Other changes represent the reclassification of $399 million of debt maturing in 2025, partially offset by the immaterial net impact of discount accretion and issuance costs.
Our borrowing capacity is also limited by the lending value of our assets pledged to the FHLB. As of December 31, 2024, our available borrowing capacity as per our pledged assets was approximately $1,536 million.
Our borrowing capacity is also limited by the lending value of our assets pledged to the FHLB. As of December 31, 2025, our available borrowing capacity as per our pledged assets was approximately $2,189 million.
As of December 31, 2024 and 2023, the unrealized capital losses on these fixed maturities were $114 million or 4.0% and $70 million or 2.6% of the total unrealized losses, respectively.
As of December 31, 2025 and 2024, the unrealized capital losses on these fixed maturities were $34 million or 1.6% and $114 million or 4.0% of the total unrealized losses, respectively.
Health Solutions • The first quarter of each year tends to have the highest Group Life loss ratio.
Employee Benefits • The first quarter of each year tends to have the highest Group Life loss ratio.
As of December 31, 2024, our remaining repurchase capacity under the Board's authorization was $761 million.
As of December 31, 2025, our remaining repurchase capacity under the Board's authorization was $562 million.
In addition, financial information of any non-issuer or non-guarantor subsidiaries, which would normally be consolidated by either the Parent Issuer or the Subsidiary Guarantor under U.S. generally accepted accounting principles, has been excluded from such presentation. 86 Table of Contents Refer to the Summarized Financial Information of the Obligor Group for the periods indicated: As of and for the year ended December 31, ($ in millions) 2024 2023 Summarized Statements of Operations Information: Total revenues $ 57 $ 133 Total benefits and expenses 171 216 Income (loss), net of tax (96) (59) Net income (loss) before equity in earnings (losses) of unconsolidated affiliates (96) (59) Net income (loss) available to Obligor Group (96) (59) Summarized Balance Sheets Information: Total investments 44 32 Cash and cash equivalents 217 207 Deferred income taxes 863 875 Goodwill 94 94 Loans to non-obligated subsidiaries 387 227 Due from non-obligated subsidiaries — 8 Total assets 1,612 1,466 Short-term debt with non-obligated subsidiaries 176 445 Due to non-obligated subsidiaries 11 5 Short-term debt 399 — Long-term debt 2,103 2,097 Total liabilities $ 2,852 $ 2,747 87 Table of Contents
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. 91 Table of Contents Refer to the Summarized Financial Information of the Obligor Group for the periods indicated: As of and for the year ended December 31, ($ in millions) 2025 2024 Summarized Statements of Operations Information: Total revenues $ 62 $ 57 Total benefits and expenses 211 171 Income (loss), net of tax (163) (96) Net income (loss) before equity in earnings (losses) of unconsolidated affiliates (163) (96) Net income (loss) available to Obligor Group (163) (96) Summarized Balance Sheets Information: Total investments 87 44 Cash and cash equivalents 155 217 Deferred income taxes 783 863 Goodwill 94 94 Loans to non-obligated subsidiaries 305 387 Due from non-obligated subsidiaries 3 — Total assets 1,456 1,612 Short-term debt with non-obligated subsidiaries 571 176 Due to non-obligated subsidiaries 3 11 Short-term debt 586 399 Long-term debt 1,518 2,103 Total liabilities $ 2,931 $ 2,852 92 Table of Contents
Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. (3) Contractual obligations related to certain closed blocks that were divested through reinsurance to third parties with reserves in the amount of $1.0 billion, have been excluded from the table.
Estimated cash payments are also presented gross of reinsurance. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. (3) Contractual obligations related to certain closed blocks that were divested through reinsurance to third parties with reserves in the a mount of $0.9 billion, have been excluded from the table.
While investment income on these assets can be volatile, based on current plans, we expect to earn 9% on these assets over the long-term. 60 Table of Contents The following table presents the alternative investment income and the average assets of alternative investments as of the dates indicated: Year Ended December 31, ($ in millions) 2024 2023 Wealth Solutions: Alternative investment income $ 111 $ 66 Average alternative investments 1,532 1,606 Health Solutions: Alternative investment income 15 7 Average alternative investments 222 169 Investment Management: Alternative investment income 21 27 Average alternative investments 337 322 Liquidity and Capital Resources Liquidity refers to our ability to access sufficient sources of cash to meet the requirements of our operating, investing and financing activities.
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. 64 Table of Contents The following table presents the alternative investment income and the average assets of alternative investments as of the dates indicated: Year Ended December 31, ($ in millions) 2025 2024 Retirement: Alternative investment income $ 154 $ 111 Average alternative investments 1,620 1,532 Investment Management: Alternative investment income 26 21 Average alternative investments 329 337 Employee Benefits: Alternative investment income 25 15 Average alternative investments 257 222 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.
Reinsurance We reinsure our business through a diversified group of well-capitalized, highly rated reinsurers. However, we remain liable to the extent our reinsurers do not meet their obligations under the reinsurance agreements. Collectability of reinsurance balances is evaluated by monitoring ratings and evaluating the financial strength of our reinsurers.
However, we remain liable to the extent our reinsurers do not meet their obligations under the reinsurance agreements. Collectability of reinsurance balances is evaluated by monitoring ratings and evaluating the financial strength of our reinsurers.
This measure provides information as to the growth and persistency trends in premium and fee revenue. 49 Table of Contents Interest adjusted loss ratios are defined as the ratio of benefits expense to premium revenue exclusive of the discount component in the change in benefit reserve.
This measure provides information as to the growth and persistency trends in premium and fee revenue. Interest adjusted loss ratios are defined as the ratio of benefits expense to premium revenue exclusive of the discount component in the change in benefit reserve. This measure reports the loss ratio related to mortality on life products and morbidity on health products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The analysis includes the effects of: • the timing and amount of redemptions and prepayments in our asset portfolio; • our derivative portfolio; • death benefits and other claims payable under the terms of our insurance products; • lapses and surrenders in our insurance products; 88 Table of Contents • minimum interest guarantees in our insurance products; and • book value guarantees in our insurance products.
The analysis includes the effects of: • the timing and amount of redemptions and prepayments in our asset portfolio; • our derivative portfolio; • death benefits and other claims payable under the terms of our insurance products; • lapses and surrenders in our insurance products; 93 Table of Contents • minimum interest guarantees in our insurance products; and • book value guarantees in our insurance products.
Percent collateralized is based on the total of individual contractual exposures aggregated at the reinsurer Parent Company level, which may differ for each individual contractual exposure. 92 Table of Contents
Percent collateralized is based on the total of individual contractual exposures aggregated at the reinsurer Parent Company level, which may differ for each individual contractual exposure. 97 Table of Contents
Market Risk Related to Credit Risk Credit risk is primarily embedded in the general account portfolio. The carrying value of our fixed maturity, including securities pledged, and equity portfolio totaled $27.7 billion and $28.8 billion as of December 31, 2024 and 2023, respectively. Our credit risk materializes primarily as impairment losses and/or credit risk related trading losses.
Market Risk Related to Credit Risk Credit risk is primarily embedded in the general account portfolio. The carrying value of our fixed maturity, including securities pledged, and equity portfolio totaled $30.4 billion and $27.7 billion as of December 31, 2025 and 2024, respectively. Our credit risk materializes primarily as impairment losses and/or credit risk related trading losses.
We are not aware of any material disputes arising from these reviews or other communications with the counterparties that would affect collectability, and, therefore, as of December 31, 2024, no allowance for uncollectible amounts was recorded. 91 Table of Contents The following table summarizes our reinsurance recoverable balances, including collateral received and credit and financial strength ratings for our 10 largest reinsurance recoverable balances as of December 31, 2024: Financial Strength Rating Credit Rating Reinsurance Recoverable % Collateralized (1) S&P Moody's S&P Moody's ($ in millions) Parent Company/Principal Reinsurers Resolution Life Group Holdings LP $ 8,623 86% Security Life of Denver Insurance Co A3 Resolution Life Co Reinsurance Group of America Inc 925 99% A Baa1 RGA Reinsurance Co AA- A1 Lincoln National Corp 899 100% BBB+ Baa2 Lincoln Life & Annuity Co of New York A+ A2 Lincoln National Life Insurance Co A+ A2 Sun Life Financial Inc 317 99% A+ Sun Life Assurance Co of Canada (US) AA Aa3 Sun Life and Health Insurance Co AA Jackson Financial Inc 124 0% BBB Baa3 Jackson National Life Insurance Co Enstar Group Limited 83 88% BBB+ Cavello Bay Reins LTD A Swiss Re Ltd 30 0% AA- Aa3 Swiss Re Life & Health America Inc AA- Aa3 Westport Insurance Corp AA- Aa3 Athene Holding Ltd 23 0% A- Baa1 Athene Life Re Ltd A+ A1 Cigna Corp 7 0% A- Baa1 Connecticut General Life Insurance Co A A2 Benefits Re, LLC 7 100% Supplemental Re (1) Collateral includes LOCs, assets held in trust and funds withheld.
We are not aware of any material disputes arising from these reviews or other communications with the counterparties that would affect collectability, and, therefore, as of December 31, 2025, no allowance for uncollectible amounts was recorded. 96 Table of Contents The following table summarizes our reinsurance recoverable balances, including collateral received and credit and financial strength ratings for our 10 largest reinsurance recoverable balances as of December 31, 2025: Financial Strength Rating Credit Rating Reinsurance Recoverable % Collateralized (1) S&P Moody's S&P Moody's ($ in millions) Parent Company/Principal Reinsurers Nippon Life Insurance Company $ 8,196 86% A+ A1 Security Life of Denver Insurance Co A2 Resolution Life Co Reinsurance Group of America Inc 859 99% A Baa1 RGA Reinsurance Co AA- A1 Lincoln National Corp 834 100% BBB+ Baa2 Lincoln Life & Annuity Co of New York A+ A2 Lincoln National Life Insurance Co A+ A2 Sun Life Financial Inc 338 99% A+ Sun Life Assurance Co of Canada (US) AA Aa3 Sun Life and Health Insurance Co AA Jackson Financial Inc 116 0% A+ A2 Jackson National Life Insurance Co Enstar Group Limited 67 100% BBB+ Cavello Bay Reins LTD A Swiss Re Ltd 36 0% AA- Aa3 Swiss Re Life & Health America Inc AA- Aa3 Westport Insurance Corp AA- Aa3 Athene Holding Ltd 14 0% A- Baa1 Athene Life Re Ltd A+ A1 Benefits Re, LLC 12 100% Supplemental Re Cigna Corp 7 0% A- Baa1 Connecticut General Life Insurance Co A A2 (1) Collateral includes LOCs, assets held in trust and funds withheld.
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. 90 Table of Contents The following table summarizes the net estimated potential change in fair value from an instantaneous increase and decrease in all equity market benchmark levels of 10% as of December 31, 2024: As of December 31, 2024 Hypothetical Change in Fair Value (1) ($ in millions) Notional Fair Value + 10% Equity Shock -10% Equity Shock Financial assets with equity market risk: Equity securities, at fair value $ — $ 246 $ 25 $ (25) Limited partnerships/corporations — 1,836 110 (110) Derivatives: Equity futures and total return swaps 251 (8) 20 (20) Equity options 35 1 — — (1) Increases in assets and liabilities are presented without parentheses while (decreases) in assets and liabilities are presented with parentheses.
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. 95 Table of Contents The following table summarizes the net estimated potential change in fair value from an instantaneous increase and decrease in all equity market benchmark levels of 10% as of December 31, 2025: As of December 31, 2025 Hypothetical Change in Fair Value (1) ($ in millions) Notional Fair Value + 10% Equity Shock -10% Equity Shock Financial assets with equity market risk: Equity securities, at fair value $ — $ 201 $ 20 $ (20) Limited partnerships/corporations — 1,891 113 (113) Derivatives: Equity futures and total return swaps 215 1 18 (18) Equity options 33 1 — — (1) Increases in assets are presented without parentheses while (decreases) in assets are presented with parentheses.
Each risk that is managed has been mapped for oversight by the Risk Committee of the Board of Directors. The Chief Risk Officer ("CRO") reports to the Chief Executive Officer and has direct access to the Board on a regular basis. The Company’s Board of Directors and Board Committees are directly involved within the risk framework.
Each major risk category has been mapped to the Board Committee or Committees responsible for its oversight. The Chief Risk Officer ("CRO") reports to the Chief Executive Officer and has direct access to the Board on a regular basis. The Company’s Board of Directors and Board Committees are directly involved within the risk framework.
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. 89 Table of Contents The following table summarizes the net estimated potential change in fair value from hypothetical 100 basis point upward and downward shifts in interest rates as of December 31, 2024: As of December 31, 2024 Hypothetical Change in Fair Value (2) ($ in millions) Notional Fair Value (1) + 100 Basis Points Yield Curve Shift - 100 Basis Points Yield Curve Shift Financial assets with interest rate risk: Fixed maturity securities, including securities pledged $ — $ 27,454 $ (1,646) $ 1,851 Mortgage loans on real estate — 4,459 (136) 146 Financial liabilities with interest rate risk: Investment contracts: Funding agreements without fixed maturities and deferred annuities (3) — 32,877 (1,513) 2,209 Funding agreements with fixed maturities — 1,257 — — Supplementary contracts and immediate annuities — 515 (37) 9 Derivatives: Interest rate contracts 14,644 67 148 (169) Long-term debt — 2,023 (81) 91 Stabilizer and MCGs — 19 18 (1) Embedded derivatives on reinsurance — (14) 23 (27) (1) Separate account assets and liabilities, which are interest rate sensitive, are not included herein as any interest rate risk is borne by the holder of separate account.
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. 94 Table of Contents The following table summarizes the net estimated potential change in fair value from hypothetical 100 basis point upward and downward shifts in interest rates as of December 31, 2025: As of December 31, 2025 Hypothetical Change in Fair Value (2) ($ in millions) Notional Fair Value (1) + 100 Basis Points Yield Curve Shift - 100 Basis Points Yield Curve Shift Financial assets with interest rate risk: Fixed maturity securities, including securities pledged $ — $ 30,151 $ (1,812) $ 1,967 Mortgage loans on real estate — 5,522 (164) 180 Embedded derivatives within reinsurance — 64 (19) 22 Financial liabilities with interest rate risk: Investment contracts: Funding agreements without fixed maturities and deferred annuities (3) — 37,154 (1,711) 2,003 Funding agreements with fixed maturities — 2,120 (17) 18 Supplementary contracts and immediate annuities — 481 (30) 2 Derivatives: Interest rate contracts 14,827 74 171 (210) Long-term debt — 1,489 (73) 81 Stabilizer and MCGs — 5 12 (2) (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 the separate account.
Refer to the Derivative Financial Instruments Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further details of these items. In the normal course of business, certain reinsurance recoverables are subject to reviews by the reinsurers.
For derivatives counterparty risk exposures (which includes reverse repurchase and securities lending transactions), we measure and monitor our risks on a market value basis daily. Refer to the Derivative Financial Instruments Note in our Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K for further details of these items.
Removed
When exceptions are made to that principle, we ensure that we obtain collateral to mitigate our risk of loss. For derivatives counterparty risk exposures (which includes reverse repurchase and securities lending transactions), we measure and monitor our risks on a market value basis daily.
Added
In the normal course of business, certain reinsurance recoverables are subject to reviews by the reinsurers.

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