Skip to main content

Voya Financial, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

VOYA$99.01+0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001535929-25-000071

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001535929-25-000115

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 357 previous paragraphs and 370 current paragraphs.

243 unchanged; 47 reworded; 77 added; 59 removed; 8 previous and 3 current paragraphs rearranged.

Tables are not compared: 40 previous and 40 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (77)

Current report

Total revenues increased $172 million from $1,956 million to $2,128 million. The following items contributed to the overall increase.

Current report

Net investment income increased $77 million from $506 million to $583 million primarily due to:

Current report

Fee income increased $76 million from $540 million to $616 million primarily due to:

Current report

Premiums decreased $77 million from $796 million to $719 million primarily due to:

Current report

Income (loss) related to consolidated investment entities increased $106 million from $25 million to $131 million primarily due to:

Current report

•the deconsolidation of a collateral loan obligation in the prior period.

Current report

Total benefits and expenses decreased $19 million from $1,840 million to $1,821 million. The following items contributed to the overall decrease.

Current report

•unfavorable Stop Loss claim development in the prior period which did not repeat and a smaller block of business in the current period; and

Current report

•higher Voluntary reserving in the current period in Employee Benefits.

Current report

Operating expenses increased $54 million from $775 million to $829 million primarily due to:

Current report

•onboarded business from OneAmerica and growth in Retirement;

Current report

•lower integration costs in the current period associated with prior acquisitions.

Current report

Net amortization of Deferred policy acquisition costs and Value of business acquired increased $10 million from $55 million to $65 million primarily due to:

Current report

•amortization of the VOBA asset from the OneAmerica transaction.

Current report

Income tax expense increased $17 million from $18 million to $35 million primarily due to:

Current report

Consolidated - Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Current report

Total revenues increased $38 million from $6,040 million to $6,078 million. The following items contributed to the overall increase.

Current report

Net investment income increased $174 million from $1,553 million to $1,727 million primarily due to:

Current report

Fee income increased $193 million from $1,570 million to $1,763 million primarily due to:

Current report

Premiums decreased $212 million from $2,386 million to $2,174 million primarily due to:

Current report

Net gains (losses) changed $121 million from a gain of $25 million to a loss of $96 million primarily due to:

Current report

•higher credit allowances on private available-for-sale fixed maturity securities; and

Current report

Total benefits and expenses increased $49 million from $5,361 million to $5,410 million. The following items contributed to the overall increase.

Current report

•favorable Stop Loss claim development and a smaller block of business in the current period and unfavorable Stop Loss claim development in the prior year which did not repeat.

Current report

•higher Voluntary reserving in the current period in Employee Benefits.

Current report

Operating expenses increased $184 million from $2,326 million to $2,510 million primarily due to:

Current report

Income tax expense increased $26 million from $58 million to $84 million primarily due to:

Current report

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

Showing the first 40 of 77 passages. Open the source sections for the rest.

Removed paragraphs (59)

Previous report

Total revenues decreased $52 million from $2,033 million to $1,981 million. The following items contributed to the overall decrease.

Previous report

Net investment income increased $66 million from $518 million to $584 million primarily due to:

Previous report

Fee income increased $60 million from $517 million to $577 million primarily due to:

Previous report

Premiums decreased $72 million from $790 million to $718 million primarily due to:

Previous report

Net gains (losses) decreased $37 million from a loss of $4 million to a loss of $41 million primarily due to:

Previous report

Income (loss) related to consolidated investment entities decreased $71 million from $114 million to $43 million primarily due to:

Previous report

Total benefits and expenses increased $36 million from $1,757 million to $1,793 million. The following items contributed to the overall increase.

Previous report

•positive claim development in Stop Loss and a lower Group Life loss ratio in Employee Benefits; and

Previous report

•a favorable change in market risk benefits driven by equity market performance and interest rate movements.

Previous report

•a higher Voluntary loss ratio in Employee Benefits; and

Previous report

•lower amortization of the cost of reinsurance liability associated with businesses exited primarily due to lower lapses in the current period.

Previous report

Operating expenses increased $105 million from $752 million to $857 million primarily due to:

Previous report

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

Previous report

Operating expenses related to consolidated investment entities decreased $27 million from $76 million to $49 million primarily due to:

Previous report

Income tax expense decreased $14 million from $41 million to $27 million primarily due to:

Previous report

Consolidated - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Previous report

Total revenues decreased $134 million from $4,084 million to $3,950 million. The following items contributed to the overall decrease.

Previous report

Net investment income increased $97 million from $1,047 million to $1,144 million primarily due to:

Previous report

Fee income increased $117 million from $1,030 million to $1,147 million primarily due to:

Previous report

Premiums decreased $135 million from $1,590 million to $1,455 million primarily due to:

Previous report

•actions to improve the Stop Loss business, partially offset by growth in the Voluntary business in Employee Benefits.

Previous report

Net gains (losses) changed $114 million from a gain of $39 million to a loss of $75 million primarily due to:

Previous report

Income (loss) related to consolidated investment entities decreased $117 million from $192 million to $75 million primarily due to:

Previous report

Total benefits and expenses increased $68 million from $3,521 million to $3,589 million. The following items contributed to the overall increase.

Previous report

•higher loss ratios in Voluntary and Group Life products in Employee Benefits;

Previous report

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

Previous report

Operating expenses increased $130 million from $1,551 million to $1,681 million primarily due to:

Previous report

Operating expenses related to consolidated investment entities decreased $12 million from $104 million to $92 million primarily due to:

Previous report

Income tax expense increased $9 million from $40 million to $49 million primarily due to:

Previous report

•favorable market risk benefit remeasurements primarily due to equity market performance and interest rate movements in the current period.

Previous report

Consolidated - Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Previous report

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

Previous report

(1) Full Service and Recordkeeping assets as of June 30, 2025 include the recast of ending assets as of March 31, 2025 to reflect the OneAmerica book of business consistent with Voya's definition. There was no change to Total Defined Contribution assets as a result of this recast.

Showing the first 40 of 59 passages. Open the source sections for the rest.

Reworded paragraphs (47)

Previous wording

The following discussion and analysis presents a review of our consolidated results of operations for the three and six months ended June 30, 2025 and 2024 and financial condition as of June 30, 2025 and December 31, 2024. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section contained in our Annual Report on Form 10-K.

Current wording

The following discussion and analysis presents a review of our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 and financial condition as of September 30, 2025 and December 31, 2024. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section contained in our Annual Report on Form 10-K.

Previous wording

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

Current wording

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

Previous wording

Interest credited and other benefits to contract owners/policyholders decreased $42 million from $843 million to $801 million primarily due to:

Current wording

Interest credited and other benefits to contract owners/policyholders decreased $88 million from $938 million to $850 million primarily due to:

Previous wording

•unfavorable changes in the fair value of embedded derivatives associated with businesses exited primarily due to changes in interest rates, which are mostly offset by a corresponding amount in Net gains (losses); and

Current wording

•favorable changes in the fair value of embedded derivatives associated with businesses exited primarily due to changes in interest rates, which are mostly offset by a corresponding amount in Net gains (losses).

Previous wording

•interest credited associated with onboarded OneAmerica spread-based assets in Retirement;

Current wording

•interest credited associated with onboarded OneAmerica assets in Retirement; and

Previous wording

•investments in Short-Term Disability and Leave Management in Employee Benefits; and

Current wording

•investments in Short-Term Disability and Leave Management in Employee Benefits.

Previous wording

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

Current wording

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

Previous wording

Interest credited and other benefits to contract owners/policyholders decreased $58 million from $1,694 million to $1,636 million primarily due to:

Current wording

Interest credited and other benefits to contract owners/policyholders decreased $146 million from $2,632 million to $2,486 million primarily due to:

Previous wording

•interest credited associated with onboarded OneAmerica spread-based assets in Retirement;

Current wording

•interest credited associated with onboarded OneAmerica spread-based assets in Retirement; and

Previous wording

•overall business growth in Retirement and Investment Management;

Current wording

•onboarded business from OneAmerica and overall business growth in Retirement;

Previous wording

•investments in Short-Term Disability and Leave Management in Employee Benefits; and

Current wording

•investments in Short-Term Disability and Leave Management in Employee Benefits;

Previous wording

Note to the Consolidated Financial Statements included in Part II, Item 8. of the Annual Report on Form 10-K; and

Current wording

Note to the Consolidated Financial Statements included in Part II, Item 8. of the Annual Report on Form 10-K.

Previous wording

(1)Primarily consists of acquisition and integration costs associated with recent transactions and amortization of acquisition-related intangible assets. For the three and six months ended June 30, 2025, also includes $23 million and $31 million, pre-tax of severance costs, respectively.

Current wording

(1)Primarily consists of acquisition and integration costs associated with recent transactions and amortization of acquisition-related intangible assets. For the nine months ended September 30, 2025, also includes $31 million, pre-tax, of severance costs. For the three and nine months ended September 30, 2024, also includes $9 million, pre-tax, of severance costs.

Previous wording

Net investment gains (losses)changed $115 million from a gain of $84 million to a loss of $31 million primarily due to:

Current wording

Net investment gains (losses) improved $17 million from a loss of $33 million to a loss of $16 million primarily due to:

Previous wording

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

Current wording

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

Previous wording

Other adjustments to operating earnings decreased $36 million from a loss of $35 million to a loss of $71 million primarily due to:

Current wording

Other adjustments to operating earnings improved $17 million from a loss of $28 million to a loss of $11 million primarily due to:

Previous wording

Net investment gains (losses) changed $49 million from a gain of $20 million to a loss of $29 million primarily due to:

Current wording

Net investment gains (losses)changed $96 million from a gain of $50 million to a loss of $46 million primarily due to:

Previous wording

Other adjustments to operating earnings decreased $29 million from a loss of $12 million to a loss of $41 million primarily due to:

Current wording

Other adjustments to operating earnings decreased $19 million from a loss of $63 million to a loss of $82 million primarily due to:

Previous wording

◦Commissions paid to our broker-dealers for sales of non-proprietary products and other items where the income is passed on to third parties, which are reflected in adjusted operating revenue with the fee income related to those products;

Current wording

◦Commissions paid to our broker-dealers for sales of non-proprietary products, other items where the income is passed on to third parties, which are reflected in adjusted operating revenue with the fee income related to those products and the elimination of intercompany investment expenses included in Adjusted operating benefits and expenses;

Previous wording

•higher expenses reflecting the onboarded business and VOBA asset amortization from the OneAmerica transaction and investments in business growth.

Current wording

•higher expenses reflecting the onboarded business and VOBA asset amortization from the OneAmerica transaction and overall business growth.

Previous wording

•higher expenses reflecting the onboarded business and VOBA asset amortization from the OneAmerica transaction and investments in business growth.

Current wording

•higher expenses reflecting the onboarded business and VOBA asset amortization from the OneAmerica transaction and overall business growth.

Previous wording

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

Current wording

•higher investment capital returns primarily driven by overall market performance;

Previous wording

•higher fee-based revenues benefiting from strong commercial momentum and favorable market impacts; and

Current wording

•higher fee-based revenues benefiting from strong commercial momentum and favorable market impacts;

Previous wording

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

Current wording

•higher investment capital returns primarily driven by overall market performance; and

Previous wording

•lower revenues primarily driven by actions to improve the Stop Loss business; and

Current wording

•lower premiums driven by actions to improve the Stop Loss business;

Previous wording

•lower revenues primarily driven by actions to improve the Stop Loss business; and

Current wording

•lower premiums driven by actions to improve the Stop Loss business;

Previous wording

Adjusted operating earnings before income taxes including Allianz noncontrolling interest decreased $13 million from a loss of $118 million to a loss of $131 million primarily due to:

Current wording

Adjusted operating earnings before income taxes including Allianz noncontrolling interest decreased $34 million from a loss of $178 million to a loss of $212 million primarily due to:

Previous wording

•adjustments to incentive compensation and higher expenses not directly related to the segments.

Current wording

•higher expenses not directly related to the segments; and

Previous wording

We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of June 30, 2025, was approximately $0.3 billion. As of June 30, 2025, our estimated combined RBC ratio was 401%. Excess capital and the estimated RBC ratio are both adjusted for certain intercompany loans and transactions.

Current wording

We estimate that our excess capital (which we define as the amount of total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of September 30, 2025, was approximately $0.35 billion. As of September 30, 2025, our estimated combined RBC ratio was 407%. Excess capital and the estimated RBC ratio are both adjusted for certain intercompany loans and transactions.

Previous wording

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

Current wording

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

Previous wording

See the Shareholders' Equity Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations during the six months ended June 30, 2025. As of June 30, 2025, our remaining repurchase capacity under the Board's authorization was $761 million.

Current wording

See the Shareholders' Equity Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations during the nine months ended September 30, 2025. As of September 30, 2025, our remaining repurchase capacity under the Board's authorization was $661 million.

Previous wording

As of June 30, 2025, we had $447 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 six months ended June 30, 2025:

Current wording

As of September 30, 2025, we had $586 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt. The following table summarizes our borrowing activities for the nine months ended September 30, 2025:

Previous wording

(1) Other changes represent the reclassification of $446 million of debt maturing in 2026 from long-term to short-term debt.

Current wording

(1) Other changes represent the reclassification of $586 million of debt maturing in 2026 from long-term to short-term debt, partially offset by the immaterial impact of discount accretion and issuance costs.

Previous wording

We maintain revolving reciprocal loan agreements with a number of our life and non-life insurance subsidiaries that are used to fund short-term cash requirements that arise in the ordinary course of business. Under these agreements, either party may borrow up to the maximum allowable under the agreement for a term not more than 270 days. For life insurance subsidiaries, the amounts that either party may borrow under the agreement vary and are between 3% and 5% of the insurance subsidiary's statutory net admitted assets (excluding separate accounts) as of the previous year end depending on the state of domicile. As of June 30, 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. As of June 30, 2025, Voya Financial, Inc. had $463 million in outstanding borrowings from subsidiaries and had loaned $467 million to its subsidiaries.

Current wording

We maintain revolving reciprocal loan agreements with a number of our life and non-life insurance subsidiaries that are used to fund short-term cash requirements that arise in the ordinary course of business. Under these agreements, either party may borrow up to the maximum allowable under the agreement for a term not more than 270 days. For life insurance subsidiaries, the amounts that either party may borrow under the agreement vary and are between 3% and 5% of the insurance subsidiary's statutory net admitted assets (excluding separate accounts) as of the previous year end depending on the state of domicile. As of September 30, 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. As of September 30, 2025, Voya Financial, Inc. had $565 million in outstanding borrowings from subsidiaries and had loaned $406 million to its subsidiaries.

Previous wording

Our Financial Leverage Ratio, excluding AOCI, decreased from 30.3% at December 31, 2024 to 27.4% at June 30, 2025. This decrease was primarily due to the repayment at maturity of the $400 million outstanding principal amount of 3.976% Senior Notes on February 14, 2025, using the proceeds from the September 20, 2024 issuance of $400 million of unsecured 5.0% Senior Notes, due 2034.

Current wording

Our Financial Leverage Ratio, excluding AOCI, decreased from 30.3% at December 31, 2024 to 26.7% at September 30, 2025. This decrease was primarily due to the repayment at maturity of the $400 million outstanding principal amount of 3.976% Senior Notes on February 14, 2025, using the proceeds from the September 20, 2024 issuance of $400 million of unsecured 5.0% Senior Notes, due 2034.

Previous wording

In July 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes changes to the Internal Revenue Code. We are still assessing, but do not anticipate that the OBBBA will result in a material impact to the financial statements.

Current wording

In July 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes changes to the Internal Revenue Code. We do not expect the OBBBA to have a material impact to the financial statements.

Showing the first 40 of 47 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

•actions to improve the Stop Loss business.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

•an unfavorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements;
Rearranged previous paragraphs (8)

Previous report — wording carried elsewhere

•integration costs incurred in the current period associated with the OneAmerica transaction.

Previous report — wording carried elsewhere

•higher investment expenses reflecting the additional OneAmerica assets.

Previous report — wording carried elsewhere

•higher severance costs in the current period;

Previous report — wording carried elsewhere

•overall business growth in Retirement and Investment Management;

Previous report — wording carried elsewhere

•a decrease in income before income taxes.

Previous report — wording carried elsewhere

•integration costs incurred in the current period associated with the OneAmerica transaction.

Previous report — wording carried elsewhere

•higher severance costs in the current period; and

Previous report — wording carried elsewhere

•higher expenses not directly related to the segments and adjustments to incentive compensation.