Voya Financial, Inc.

Previous 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.

Current wording

The following discussion and analysis presents a review of our condensed consolidated results of operations for the three and nine months ended September 30, 2026 and 2025 and financial condition as of September 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

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

Current wording

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

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 services 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 2026, the Company paid $149 million of contingent consideration, including the settlement for transition services arrangements.

Previous wording

•strong commercial momentum in Investment Management and Retirement .

Current wording

•strong commercial momentum in Retirement and Investment Management.

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Other revenue increased $12 million from $100 million to $112 million primarily due to:

Current wording

Other revenue increased $14 million from $100 million to $114 million primarily due to:

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Net investment income decreased $38 million from $1,144 million to $1,106 million primarily due to:

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Income (loss) related to CIEs decreased $38 million from $131 million to $93 million primarily due to:

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

Current wording

Interest credited and other benefits to contract owners/policyholders decreased $68 million from $850 million to $782 million primarily due to:

Previous wording

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

Current wording

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

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•strong commercial momentum in Investment Management.

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•strong commercial momentum in Retirement and Investment Management.

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•higher severance expenses in the current period.

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•higher severance expenses in the current period driven by actions to improve operating efficiency.

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•lower acquisition and integration costs.

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•lower acquisition and integration costs; and

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, 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.

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, 2026, also includes a $21 million, pre-tax, gain on the sale of an office building. For the nine months ended September 30, 2025, also includes $31 million, pre-tax of severance expenses.

Previous wording

(2)For the three and six months ended June 30, 2026, includes approximately $40 million, pre-tax, of severance expenses.

Current wording

(2) For the three and nine months ended September 30, 2026, includes approximately $25 million, pre-tax, and $70 million, pre-tax, respectively, of severance expenses.

Previous wording

Net investment gains (losses) improved $8 million from a loss of $29 million to a loss of $21 million primarily due to:

Current wording

Net investment gains (losses) worsened $13 million from a loss of $16 million to a loss of $29 million primarily due to:

Previous wording

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

Current wording

Net investment gains (losses)worsened $41 million from a loss of $46 million to a loss of $87 million primarily due to:

Previous wording

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

Current wording

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

Previous wording

•higher expenses driven by investments and business growth.

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•higher expenses driven by investments and business growth; and

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•higher fee income driven by higher average equity markets;

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

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•higher operating expenses driven by business growth.

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•higher operating expenses driven by business growth; and

Previous wording

•severance costs in the current period.

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•severance costs in the current period driven by actions to improve operating efficiency.

Previous wording

Adjusted operating earnings before income taxes including Allianz noncontrolling interest worsened $36 million from a loss of $131 million to a loss of $167 million primarily due to:

Current wording

Adjusted operating earnings before income taxes including Allianz noncontrolling interest worsened $46 million from a loss of $212 million to a loss of $258 million primarily due to:

Previous wording

•severance costs in the current period.

Current wording

•severance costs in the current period driven by actions to improve operating efficiency.

Previous 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.

Current wording

These sources of funds include the $500 million revolving credit sublimit of our senior unsecured credit facility, the $425 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 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.

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, 2026, was approximately $250 million. As of September 30, 2026, our estimated combined RBC ratio was 396%. Excess capital and the estimated RBC ratio are both adjusted for certain intercompany loans and transactions.

Previous 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.

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 nine months ended September 30, 2026. As of September 30, 2026, our remaining repurchase capacity under the Board's authorization was $163 million.

Previous 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:

Current wording

As of September 30, 2026, we had $13 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, 2026:

Previous wording

Under the Facility Agreement, we have the right, on one or more occasions, to issue and sell up to $600 million of its 6.012% Senior Notes to the Trust in exchange for a corresponding amount of Treasury securities held by the Trust. In consideration for this right, we pay the Trust a semi-annual facility fee at a rate of 1.5175% per annum on the unexercised portion of the facility.

Current wording

Under the Facility Agreement, we have the right, on one or more occasions, to issue and sell up to $600 million of its 6.012% Senior Notes to the Trust in exchange for a corresponding amount of Treasury securities held by the Trust. In consideration for this right, we pay the Trust a semi-annual facility fee at a rate of 1.5175% per annum on the unexercised portion of the facility. These fees are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. We also reimburse the Trust for its administrative expenses.

Previous wording

As of June 30, 2026, the remaining capacity under the facility was $550 million.

Current wording

As of September 30, 2026, the remaining capacity under the facility was $425 million.

Previous wording

•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.

Current wording

•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 with respect to its guarantee of $78 million principal amount of Aetna Notes.

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, 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.

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, 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 September 30, 2026, Voya Financial, Inc. had $715 million in outstanding borrowings from subsidiaries and had loaned $411 million to its subsidiaries.

Previous wording

In December 2025, Moody’s confirmed its outlook for the U.S. life insurance sector as stable and Fitch confirmed its neutral outlook for the North American life insurance sector. In November 2025, A.M. Best maintained a stable outlook on the U.S. life insurance sector.

Current wording

In November 2025, A.M. Best maintained a stable outlook on the U.S. life insurance sector. In December 2025, Moody’s confirmed its outlook for the U.S. life insurance sector as stable and Fitch confirmed its neutral outlook for the North American life insurance sector.

Previous 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.

Current wording

Our Financial Leverage Ratio, excluding AOCI, increased from 27.0% at December 31, 2025 to 27.2% at September 30, 2026. This increase was primarily driven by the decline in common equity, excluding AOCI, attributable to share repurchases and dividends, mostly offset by net income.

Previous wording

As of June 30, 2026 and December 31, 2025, we held fixed maturities rated BBB of $12.3 billion and $12.5 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. 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.

Current wording

As of September 30, 2026 and December 31, 2025, we held fixed maturities rated BBB of $11.8 billion and $12.5 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. 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.

Previous 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.

Current wording

As of September 30, 2026 and December 31, 2025, we held eleven and three fixed maturities with unrealized capital losses in excess of $10 million, respectively. As of September 30, 2026 and December 31, 2025, the unrealized capital losses on these fixed maturities equaled $149 million or 4.5% and $34 million or 1.6% of the total unrealized losses, respectively.

Previous 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.

Current wording

During the nine months ended September 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 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.

Current wording

As of September 30, 2026, 85.2% and 6.3% 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.

Previous wording

As of June 30, 2026, 81.4% and 12.2% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2025, 85.0% and 9.9% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

Current wording

As of September 30, 2026, 79.6% and 12.8% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2025, 85.0% and 9.9% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

Previous wording

As of June 30, 2026, our mortgage loans on real estate portfolio had a weighted average DSC of 2.03 times and a weighted average LTV ratio of 42.4%. As of December 31, 2025, our mortgage loans on real estate portfolio had a weighted average DSC of 2.15 times, and a weighted average LTV ratio of 42.1%. 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 further information on mortgage loans on real estate.

Current wording

As of September 30, 2026, our mortgage loans on real estate portfolio had a weighted average DSC of 2.00 times and a weighted average LTV ratio of 42.8%. As of December 31, 2025, our mortgage loans on real estate portfolio had a weighted average DSC of 2.15 times, and a weighted average LTV ratio of 42.1%. 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 further information on mortgage loans on real estate.

Previous wording

We use derivatives for a variety of hedging purposes. We also have embedded derivatives within fixed maturities instruments and certain product features. See 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 for further information. See Note 3,

Current wording

We use derivatives for a variety of hedging purposes. We also have embedded derivatives within fixed maturities instruments and certain product features. See 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 for further information. See Note 3, Derivative Financial Instrumentsto our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on derivatives.

Previous wording

As of June 30, 2026, our total European exposure had an amortized cost and fair value of $2.5 billion and $2.4 billion, respectively. Some of the major country level exposures were in the United Kingdom of $0.9 billion, in The Netherlands of $280 million, in France of $270 million, in Germany of $171 million, in Switzerland of $52 million, in Ireland of $153 million and in Belgium of $36 million.

Current wording

As of September 30, 2026, our total European exposure had an amortized cost and fair value of $2.5 billion and $2.3 billion, respectively. Some of the major country level exposures were in the United Kingdom of $0.9 billion, in The Netherlands of $265 million, in France of $256 million, in Germany of $161 million, in Switzerland of $44 million, in Ireland of $150 million and in Belgium of $43 million.