Voya Financial, Inc.

Previous wording

The following discussion and analysis presents a review of our condensed consolidated results of operations for the three months ended March 31, 2026 and 2025 and financial condition as of March 31, 2026 and December 31, 2025. 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 condensed consolidated results of operations for the three and six months ended June 30, 2026 and 2025 and financial condition as of June 30, 2026 and December 31, 2025. 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

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. The acquisition adds scale and a broader set of capabilities to our full-service business in Retirement, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities and new distribution partnerships. The purchase consideration included $50 million in cash paid at closing and contingent consideration based on plan persistency and transition incentives. During the first quarter of 2026, we paid $129 million of contingent consideration, with up to $20 million remaining payable later in 2026 based on the achievement of transition incentives.

Current wording

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. The acquisition adds scale and a broader set of capabilities to our full-service business in Retirement, including incremental assets in emerging and mid-market segments, employee stock ownership plan capabilities and new distribution partnerships. The purchase consideration included $50 million in cash paid at closing and contingent consideration based on plan persistency and transition incentives. During the first quarter of 2026, we paid $129 million of contingent consideration, with up to $20 million remaining payable later in 2026 based on the achievement of transition services incentives.

Previous wording

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

Current wording

In this MD&A, we discuss Adjusted operating earnings before income taxes and Adjusted operating revenues, each of which is a measure used by management to evaluate segment performance. For additional information on each measure, see Note 9, Segmentsto our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Previous wording

•higher investment income on fixed maturity securities primarily due to interest rate movements and actions to improve the portfolio yield.

Current wording

•higher investment income on fixed maturity securities primarily due to prepayments and actions to improve the portfolio yield.

Previous wording

Total benefits and expenses increased $5 million from $1,796 million to $1,801 million. The following items contributed to the overall increase.

Current wording

Total benefits and expenses increased $69 million from $1,793 million to $1,862 million. The following items contributed to the overall increase.

Previous wording

Interest credited and other benefits to contract owners/policyholders decreased $16 million from $835 million to $819 million primarily due to:

Current wording

Interest credited and other benefits to contract owners/policyholders increased $24 million from $801 million to $825 million primarily due to:

Previous wording

•less favorable Stop Loss developments in the current period compared to the prior period in Employee Benefits; and

Current wording

•less favorable Stop Loss and Voluntary developments in the current period compared to the prior period in Employee Benefits.

Previous wording

•favorable Group Life and Voluntary experience in Employee Benefits; and

Current wording

•favorable Group Life experience in Employee Benefits.

Previous wording

Adjustments from Income before income taxes to Adjusted operating earnings before income taxes

Current wording

Adjustments from Income (loss) before income taxes to Adjusted operating earnings before income taxes

Previous wording

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

Current wording

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

Previous wording

(1)Primarily consists of acquisition and integration costs associated with recent transactions and amortization of acquisition-related intangible assets. For the three months ended March 31, 2026, also includes a $21 million, pre-tax, gain on the sale of an office building. For the three months ended March 31, 2025, also includes $8 million, pre-tax, of severance costs.

Current 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, 2026, also includes a $21 million, pre-tax, gain on the sale of an office building. For the three and six months ended June 30, 2025, also includes $23 million and $31 million, pre-tax of severance expenses, respectively.

Previous wording

(2)Corporate is not a reportable segment.

Current wording

(3) Corporate is not a reportable segment.

Previous wording

Other adjustments to operating earnings improved $36 million from a loss of $30 million to a loss of $6 million primarily due to:

Current wording

Other adjustments to operating earnings improved $30 million from a loss of $41 million to a loss of $11 million primarily due to:

Previous wording

Net investment gains (losses) worsened $35 million from a loss of $2 million to a loss of $37 million primarily due to:

Current wording

Net investment gains (losses)worsened $27 million from a loss of $31 million to a loss of $58 million primarily due to:

Previous wording

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

Current wording

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

Previous wording

•net unfavorable market value changes on embedded derivatives primarily due to interest rate movements.

Current wording

•net favorable market value changes on embedded derivatives primarily due to interest rate movements.

Previous wording

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

Current wording

Adjusted operating earnings before income taxes is the measure of segment profit or loss management uses to evaluate segment performance. Adjusted operating earnings before income taxes should not be viewed as a substitute for GAAP pre-tax income. We believe the presentation of segment Adjusted operating earnings before income taxes as we measure it for management purposes enhances the understanding of our business by reflecting the underlying performance of our core operations and facilitating a more meaningful trend analysis. Refer to Note 9, Segments to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on the presentation of segment results, our definition of Adjusted operating earnings before income taxes and Adjusted operating revenues, which are both non-GAAP financial measures, and a reconciliation to the most directly comparable GAAP measure.

Previous wording

(4)Includes eliminations for certain client assets included in Recordkeeping and Investment-only Stable Value to better reflect the asset bases generating revenue.

Current wording

(3)Includes eliminations for certain client assets included in Recordkeeping and Investment-only Stable Value to better reflect the asset bases generating revenue.

Previous wording

•higher fee income driven by positive defined contribution flows over the last year and higher average equity markets;

Current wording

•higher fee income driven by higher average equity markets and business growth;

Previous wording

•higher alternative investment income and active portfolio management; and

Current wording

•active portfolio management; and

Previous wording

Net investment income increased $9 million from $560 million to $569 million primarily due to:

Current wording

Adjusted operating earnings before income taxes including noncontrolling interest increased $9 million from $65 million to $74 million primarily due to:

Previous wording

•higher fee-based revenues benefiting from positive net flows over the last year and positive markets; and

Current wording

•higher fee-based revenues benefiting from positive net flows and capital markets; and

Previous wording

These sources of funds include the $500 million revolving credit sublimit of our senior unsecured credit facility, the $600 million undrawn capacity of our pre-capitalized trust securities ("P-Caps") and reciprocal borrowing facilities maintained with Voya Financial, Inc.'s subsidiaries as well as alternate sources of liquidity described below.

Current wording

These sources of funds include the $500 million revolving credit sublimit of our senior unsecured credit facility, the $550 million undrawn capacity of our pre-capitalized trust securities ("P-Caps") and reciprocal borrowing facilities maintained with Voya Financial, Inc.'s subsidiaries as well as alternate sources of liquidity described below.

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 March 31, 2026, was approximately $0.25 billion. As of March 31, 2026, our estimated combined RBC ratio was 396%. Excess capital and the estimated RBC ratio are both adjusted for certain intercompany loans and transactions including the anticipated repayment of the 3.65% Senior Notes due June 15, 2026. See the Financing Agreements Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details on the maturing debt.

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 June 30, 2026, was approximately $0.2 billion. As of June 30, 2026, our estimated combined RBC ratio was 390%. Excess capital and the estimated RBC ratio are both adjusted for certain intercompany loans and transactions.

Previous wording

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

Current wording

See Note 19, Consolidated and Nonconsolidated Investment Entities to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for details regarding changes in noncontrolling interest during the year and their impact on capitalization.

Previous wording

See the Shareholders' Equity Note to 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 three months ended March 31, 2026. As of March 31, 2026, our remaining repurchase capacity under the Board's authorization was $413 million.

Current wording

See Note 12, Shareholders' Equityto 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, 2026. As of June 30, 2026, our remaining repurchase capacity under the Board's authorization was $263 million.

Previous wording

As of March 31, 2026, we had $587 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 three months ended March 31, 2026:

Current wording

As of June 30, 2026, we had $153 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, 2026:

Previous wording

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

Current wording

See Note 17, Financing Agreements and Note 12, Shareholders' Equityto our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details on changes in debt and equity during the year and their impact on capitalization.

Previous wording

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

Current wording

See Note 17, Financing Agreements to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on credit facilities.

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 March 31, 2026, 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 March 31, 2026, Voya Financial, Inc. had $399 million in outstanding borrowings from subsidiaries and had loaned $553 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 June 30, 2026, 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, 2026, Voya Financial, Inc. had $680 million in outstanding borrowings from subsidiaries and had loaned $468 million to its subsidiaries.

Previous wording

Our business is conducted through operating subsidiaries. U.S. insurance laws and regulations regulate the payment of dividends and other distributions by our U.S. insurance subsidiaries to their respective parents. These restrictions are based in part on the prior year's statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts, or "extraordinary" dividends, are subject to approval by the insurance commissioner of the state of domicile of the insurance subsidiary proposing to pay the dividend. In addition, under the insurance laws of our principal insurance subsidiaries domiciled in Connecticut and Minnesota (these insurance subsidiaries are referred to collectively as our "Principal Insurance Subsidiaries"), no dividend or other distribution exceeding an amount equal to an insurance company's earned surplus may be paid without the domiciliary insurance regulator's prior approval.

Current wording

Our business is conducted through operating subsidiaries. U.S. insurance laws and regulations govern the payment of dividends and other distributions by our U.S. insurance subsidiaries to their respective parents. These restrictions are based in part on the prior year's statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts, or "extraordinary" dividends, are subject to approval by the insurance commissioner of the state of domicile of the insurance subsidiary proposing to pay the dividend. In addition, under the insurance laws of our principal insurance subsidiaries domiciled in Connecticut and Minnesota (these insurance subsidiaries are referred to collectively as our "Principal Insurance Subsidiaries"), no dividend or other distribution exceeding an amount equal to an insurance company's earned surplus may be paid without the domiciliary insurance regulator's prior approval.

Previous wording

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

Current wording

Off-balance sheet arrangements are mostly related to commitments to either purchase or sell securities, mortgage loans or money market instruments, at a specified future date and at a specified price or yield. In addition, off-balance sheet arrangements include obligations to return non-cash collateral under our securities lending program. Non-cash collateral received in connection with the securities lending program may not be sold or re-pledged by our lending agent, except in the event of default. For information regarding off-balance sheet arrangements, see Note 2, Investments (excluding Consolidated Investment Entities) and Note 18, Commitments and Contingencies in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Previous wording

Our Financial Leverage Ratio, excluding AOCI, increased from 27.0% at December 31, 2025 to 29.7% at March 31, 2026. This increase was primarily due to the $400 million issuance of 5.05% Senior Notes on March 2, 2026.

Current wording

Our Financial Leverage Ratio, excluding AOCI, increased from 27.0% at December 31, 2025 to 27.6% at June 30, 2026. This increase was primarily due to the decrease in the noncontrolling interest.

Previous wording

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates and assumptions are evaluated on an ongoing basis based on historical developments, market conditions, industry trends and other information that is reasonable under the circumstances. There can be no assurance that actual results will conform to estimates and assumptions and that reported results of operations will not be materially affected by the need to make future accounting adjustments to reflect changes in these estimates and assumptions from time to time. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the accompanying Condensed Consolidated Financial Statements.

Current wording

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates and assumptions are evaluated on an ongoing basis based on historical developments, market conditions, industry trends and other information that is reasonable under the circumstances. While these estimates are based on management’s judgment and current information, actual results may differ, and such differences may require future accounting adjustments to reflect changes in these estimates and assumptions, which could be material to the accompanying Condensed Consolidated Financial Statements.

Previous wording

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

Current wording

For further information, refer to the critical accounting estimates described in Note 1, Business, Basis of Presentation and Significant Accounting Policies in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K.

Previous wording

See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on investments. Additionally, see the Condensed Consolidated Balance Sheets to our Condensed Consolidated Financial Statements Part I, Item 1. of this Quarterly Report on Form 10-Q for a composition of our investment portfolio.

Current wording

See Note 2, Investments (excluding Consolidated Investment Entities)to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on investments. Additionally, see the Condensed Consolidated Balance Sheets to our Condensed Consolidated Financial Statements Part I, Item 1. of this Quarterly Report on Form 10-Q for a composition of our investment portfolio.

Previous wording

As of March 31, 2026 and December 31, 2025, we held six and three fixed maturities with unrealized capital loss in excess of $10 million, respectively. As of March 31, 2026 and December 31, 2025, the unrealized capital losses on these fixed maturities equaled $67 million or 2.8% and $34 million or 1.6% of the total unrealized losses, respectively.

Current wording

As of June 30, 2026 and December 31, 2025, we held three fixed maturities with unrealized capital loss in excess of $10 million. As of June 30, 2026 and December 31, 2025, the unrealized capital losses on these fixed maturities equaled $36 million or 1.6% and $34 million or 1.6% of the total unrealized losses, respectively.

Previous wording

See the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on unrealized capital losses.

Current wording

See Note 2, Investments (excluding Consolidated Investment Entities)in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on unrealized capital losses.

Previous wording

During the three months ended March 31, 2026, the market value of our CMO-B securities portfolio was lower on a combination of transactional activity and valuation movements among tranche types.

Current wording

During the six months ended June 30, 2026, the market value of our CMO-B securities portfolio was lower on a combination of transactional activity and valuation movements among tranche types.

Previous wording

As of March 31, 2026, 85.2% and 6.9% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2025, 84.9% and 8.0% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.

Current wording

As of June 30, 2026, 84.7% and 7.1% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2025, 84.9% and 8.0% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.