UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————————————————

FORM 10-Q

(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

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

For the transition period from                           to                           

Commission File Number: 001-35897______________________________________

Voya Financial, Inc.

(Exact name of registrant as specified in its charter)

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

230 Park Avenue
New York			New York			10169
(Address of principal executive offices)						(Zip Code)

(212) 309-8200

(Registrant’s telephone number, including area code)

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

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

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

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

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

☒ Yes    ☐ No

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 28, 2022, 97,172,865 shares of Common Stock, 0.01 par value, were outstanding.

			1

---

Voya Financial, Inc.

Form 10-Q for the period ended September 30, 2022

INDEX

						PAGE
PART I.			FINANCIAL INFORMATION (UNAUDITED)
Item 1.			Financial Statements:
			Condensed Consolidated Balance Sheets			4
			Condensed Consolidated Statements of Operations			6
			Condensed Consolidated Statements of Comprehensive Income			7
			Condensed Consolidated Statements of Changes in Shareholders' Equity			8
			Condensed Consolidated Statements of Cash Flows			12
			Notes to Condensed Consolidated Financial Statements:			13
			1. Business, Basis of Presentation and Significant Accounting Policies			13
			2. Discontinued Operations			18
			3. Investments (excluding Consolidated Investment Entities)			19
			4. Derivative Financial Instruments			34
			5. Fair Value Measurements (excluding Consolidated Investment Entities)			40
			6. Deferred Policy Acquisition Costs and Value of Business Acquired			50
			7. Reinsurance			50
			8. Share-based Incentive Compensation Plans			53
			9. Shareholders' Equity			54
			10. Earnings per Common Share			57
			11. Accumulated Other Comprehensive Income (Loss)			58
			12. Income Taxes			60
			13. Financing Agreements			61
			14. Commitments and Contingencies			62
			15. Consolidated and Nonconsolidated Investment Entities			65
			16. Restructuring			71
			17. Segments			72
			18. Goodwill and Other Intangible Assets			76
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			78
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			116
Item 4.			Controls and Procedures			118
PART II.			OTHER INFORMATION
Item 1.			Legal Proceedings			119
Item 1A.			Risk Factors			119
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			119
Item 6.			Exhibits			119
Exhibit Index						120
Signature						121

			2

---

Table of Contents

For the purposes of the discussion in this Quarterly Report on Form 10-Q, the term Voya Financial, Inc. refers to Voya Financial, Inc. and the terms "Company," "we," "our," and "us" refer to Voya Financial, Inc. and its subsidiaries.

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) general economic conditions, particularly economic conditions in our core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) the effects of natural or man-made disasters, including pandemic events and specifically the current COVID-19 pandemic event, (v) mortality and morbidity levels, (vi) persistency and lapse levels, (vii) interest rates, (viii) currency exchange rates, (ix) general competitive factors, (x) changes in laws and regulations, (xi) changes in the policies of governments and/or regulatory authorities, (xii) our ability to successfully manage the separation of the Individual Life business that we sold to Resolution Life US on January 4, 2021, including the transition services on the expected timeline and economic terms, (xiii) our ability to realize the expected benefits from the transaction with Allianz Global Investors U.S. LLC and (xiv) our ability to successfully complete the acquisition of Benefitfocus, Inc. on the expected economic terms or at all. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under "Risk Factors," "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends and Uncertainties" in the Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-35897) (the "Annual Report on Form 10-K"), "Risk Factors" in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-35897) and in this Quarterly Report on Form 10-Q.

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

			3

---

Table of Contents

PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2022 (Unaudited) and December 31, 2021

(In millions, except share and per share data)

			September 30, 2022						December 31, 2021
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $31,380 as of 2022 and $30,656 as of 2021; allowance for credit losses of $39 as of 2022 and $58 as of 2021)			$	27,850					$	33,699
Fixed maturities, at fair value using the fair value option			2,066						2,354
Equity securities, at fair value (cost of $337 as of 2022 and $240 as of 2021)			337						240
Short-term investments			31						97
Mortgage loans on real estate			5,408						5,627
Less: Allowance for credit losses			13						15
Mortgage loans on real estate, net			5,395						5,612
Policy loans			368						392
Limited partnerships/corporations			1,783						1,739
Derivatives			495						171
Other investments			71						79
Securities pledged (amortized cost of $1,297 as of 2022 and $1,091 as of 2021)			1,123						1,198
Total investments			39,519						45,581
Cash and cash equivalents			840						1,402
Short-term investments under securities loan agreements, including collateral delivered			1,167						1,108
Accrued investment income			456						428
Premium receivable and reinsurance recoverable			13,598						13,663
Less: Allowance for credit losses on reinsurance recoverable			37						28
Premium receivable and reinsurance recoverable, net			13,561						13,635
Deferred policy acquisition costs and Value of business acquired			2,894						1,378
Deferred income taxes			1,931						986
Goodwill			252						72
Other intangibles, net			572						97
Other assets (net of allowance for credit losses of $3 as of 2022 and $0 as of 2021)			2,681						2,363
Assets related to consolidated investment entities ("CIEs"):
Limited partnerships/corporations, at fair value			2,879						2,469
Cash and cash equivalents			95						171
Corporate loans, at fair value using the fair value option			1,161						1,111
Other assets			60						28
Assets held in separate accounts			75,980						100,433
Total assets			$	144,048					$	171,262

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			4

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2022 (Unaudited) and December 31, 2021

(In millions, except share and per share data)

			September 30, 2022						December 31, 2021
Liabilities:
Future policy benefits			$	10,293					$	9,952
Contract owner account balances			43,208						42,806
Payables under securities loan and repurchase agreements, including collateral held			1,378						1,183
Short-term debt			141						1
Long-term debt			2,094						2,595
Derivatives			383						231
Pension and other postretirement provisions			196						226
Deferred compensation			386						351
Current income taxes			9						23
Other liabilities			1,823						1,747
Liabilities related to CIEs:
Collateralized loan obligations notes, at fair value using the fair value option			1,028						880
Other liabilities			1,291						1,013
Liabilities related to separate accounts			75,980						100,433
Total liabilities			$	138,210					$	161,441
Commitments and Contingencies (Note 14)
Mezzanine equity:
Redeemable noncontrolling interest			$	155					$	—
Shareholders' equity:
Preferred stock ($0.01 par value per share; $625 aggregate liquidation preference as of 2022 and 2021 respectively)			$	—					$	—
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 110,730,556 and 108,987,650 shares issued as of 2022 and 2021, respectively; 97,166,639 and 107,758,376 shares outstanding as of 2022 and 2021, respectively)			1						1
Treasury stock (at cost; 13,563,917 and 1,229,274 shares as of 2022 and 2021, respectively)			(873)						(80)
Additional paid-in capital			7,945						7,542
Accumulated other comprehensive income (loss)			(1,986)						2,100
Retained earnings (deficit):
Unappropriated			(994)						(1,310)
Total Voya Financial, Inc. shareholders' equity			4,093						8,253
Noncontrolling interest			1,590						1,568
Total shareholders' equity			5,683						9,821
Total liabilities, mezzanine equity and shareholders' equity			$	144,048					$	171,262

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			5

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)

(In millions, except per share data)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Revenues:
Net investment income			$	522					$	731					$	1,733					$	2,101
Fee income			435						487						1,279						1,381
Premiums			607						573						1,815						(3,898)
Net gains (losses):
Total impairments			(12)						—						(21)						—
Other net gains (losses)			(111)						(103)						(614)						1,602
Total net gains (losses)			(123)						(103)						(635)						1,602
Other revenue			33						46						117						530
Income (loss) related to consolidated investment entities:
Net investment income			(136)						275						62						839
Total revenues			1,338						2,009						4,371						2,555
Benefits and expenses:
Policyholder benefits			305						466						1,142						(3,511)
Interest credited to contract owner account balances			245						248						716						721
Operating expenses			632						642						1,869						1,950
Net amortization of Deferred policy acquisition costs and Value of business acquired			10						190						157						755
Interest expense			31						39						104						127
Operating expenses related to consolidated investment entities:
Interest expense			12						11						31						28
Other expense			2						2						7						8
Total benefits and expenses			1,237						1,598						4,026						78
Income (loss) from continuing operations before income taxes			101						411						345						2,477
Income tax expense (benefit)			32						40						49						104
Income (loss) from continuing operations			69						371						296						2,373
Income (loss) from discontinued operations, net of tax			—						(1)						—						7
Net income (loss)			69						370						296						2,380
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest			(138)						214						(20)						661
Net income (loss) available to Voya Financial, Inc.			207						156						316						1,719
Less: Preferred stock dividends			14						14						32						32
Net income (loss) available to Voya Financial, Inc.'s common shareholders			$	193					$	142					$	284					$	1,687
Net income (loss) per common share:
Basic
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders			$	1.98					$	1.25					$	2.79					$	14.13
Income (loss) available to Voya Financial, Inc.'s common shareholders			$	1.98					$	1.24					$	2.79					$	14.19
Diluted
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders			$	1.82					$	1.16					$	2.55					$	13.14
Income (loss) available to Voya Financial, Inc.'s common shareholders			$	1.82					$	1.15					$	2.55					$	13.19

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			6

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)

(In millions)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Net income (loss)			$	69					$	370					$	296					$	2,380
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities			(1,295)						(145)						(5,172)						(2,974)
Pension and other postretirement benefits liability			—						—						—						(1)
Other comprehensive income (loss), before tax			(1,295)						(145)						(5,172)						(2,975)
Income tax expense (benefit) related to items of other comprehensive income (loss)			(272)						(30)						(1,086)						(393)
Other comprehensive income (loss), after tax			(1,023)						(115)						(4,086)						(2,582)
Comprehensive income (loss)			(954)						255						(3,790)						(202)
Less: Comprehensive income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest			(138)						214						(20)						661
Comprehensive income (loss) attributable to Voya Financial, Inc.			$	(816)					$	41					$	(3,770)					$	(863)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			7

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30, 2022 (Unaudited)

(In millions)

			Preferred Stock						Common Stock						Treasury Stock						Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)												Retained Earnings (Deficit)						Total Voya Financial, Inc. Shareholders' Equity						Noncontrolling Interest						Total Shareholders' Equity						Mezzanine Equity: Redeemable Noncontrolling Interest
																																							Unappropriated
Balance as of July 1, 2022			$	—					$	1					$	(821)					$	7,500					$	(963)											$	(1,201)					$	4,516					$	1,697					$	6,213					$	—
Interest in VIM Holdings LLC			—						—						—						412						—												—						412						—						412						148
Comprehensive income (loss):
Net income (loss)			—						—						—						—						—												207						207						(145)						62						7
Other comprehensive income (loss), after tax			—						—						—						—						(1,023)												—						(1,023)						—						(1,023)						—
Total comprehensive income (loss)																																													(816)						(145)						(961)						7
Net consolidations (deconsolidations) of consolidated investment entities			—						—						—						—						—												—						—						3						3						—
Common stock issuance			—						—						—						5						—												—						5						—						5						—
Common stock acquired - Share repurchase			—						—						(50)						50						—												—						—						—						—						—
Dividends on preferred stock			—						—						—						(14)						—												—						(14)						—						(14)						—
Dividends on common stock			—						—						—						(20)						—												—						(20)						—						(20)						—
Share-based compensation			—						—						(2)						12						—												—						10						—						10						—
Contributions from (Distributions to) noncontrolling interest and redeemable noncontrolling interest, net			—						—						—						—						—												—						—						35						35						—
Balance as of September 30, 2022			$	—					$	1					$	(873)					$	7,945					$	(1,986)											$	(994)					$	4,093					$	1,590					$	5,683					$	155

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			8

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Nine Months Ended September 30, 2022 (Unaudited)

(In millions)

			Preferred Stock						Common Stock						Treasury Stock						Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)												Retained Earnings (Deficit)						Total Voya Financial, Inc. Shareholders' Equity						Noncontrolling Interest						Total Shareholders' Equity						Mezzanine Equity: Redeemable Noncontrolling Interest
																																							Unappropriated
Balance as of January 1, 2022			$	—					$	1					$	(80)					$	7,542					$	2,100											$	(1,310)					$	8,253					$	1,568					$	9,821					$	—
Interest in VIM Holdings LLC			—						—						—						412						—												—						412						—						412						148
Comprehensive income (loss):
Net income (loss)			—						—						—						—						—												316						316						(27)						289						7
Other comprehensive income (loss), after tax			—						—						—						—						(4,086)												—						(4,086)						—						(4,086)						—
Total comprehensive income (loss)																																													(3,770)						(27)						(3,797)						7
Net consolidations (deconsolidations) of consolidated investment entities			—						—						—						—						—												—						—						3						3						—
Common stock issuance			—						—						—						7						—												—						7						—						7						—
Common stock acquired - Share repurchase			—						—						(750)						—						—												—						(750)						—						(750)						—
Dividends on preferred stock			—						—						—						(32)						—												—						(32)						—						(32)						—
Dividends on common stock			—						—						—						(61)						—												—						(61)						—						(61)						—
Share-based compensation			—						—						(43)						77						—												—						34						—						34						—
Contributions from (Distributions to) noncontrolling interest and redeemable noncontrolling interest, net			—						—						—						—						—												—						—						46						46						—
Balance as of September 30, 2022			$	—					$	1					$	(873)					$	7,945					$	(1,986)											$	(994)					$	4,093					$	1,590					$	5,683					$	155

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			9

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30, 2021 (Unaudited)

(In millions)

			Preferred Stock						Common Stock						Treasury Stock						Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)												Retained Earnings (Deficit)						Total Voya Financial, Inc. Shareholders' Equity						Noncontrolling Interest						Total Shareholders' Equity
																																							Unappropriated
Balance as of July 1, 2021			$	—					$	2					$	(1,820)					$	11,143					$	2,431											$	(3,394)					$	8,362					$	1,413					$	9,775
Comprehensive income (loss):
Net income (loss)			—						—						—						—						—												156						156						214						370
Other comprehensive income (loss), after tax			—						—						—						—						(115)												—						(115)						—						(115)
Total comprehensive income (loss)																																													41						214						255
Common stock issuance			—						—						—						2						—												—						2						—						2
Common stock acquired - Share repurchase			—						—						(80)						80						—												—						—						—						—
Dividends on preferred stock			—						—						—						(14)						—												—						(14)						—						(14)
Dividends on common stock			—						—						—						(19)						—												—						(19)						—						(19)
Share-based compensation			—						—						(6)						23						—												—						17						—						17
Contributions from (Distributions to) noncontrolling interest, net			—						—						—						—						—												—						—						(21)						(21)
Balance as of September 30, 2021			$	—					$	2					$	(1,906)					$	11,215					$	2,316											$	(3,238)					$	8,389					$	1,606					$	9,995

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			10

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Nine Months Ended September 30, 2021 (Unaudited)

(In millions)

			Preferred Stock						Common Stock						Treasury Stock						Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)												Retained Earnings (Deficit)						Total Voya Financial, Inc. Shareholders' Equity						Noncontrolling Interest						Total Shareholders' Equity
																																							Unappropriated
Balance as of January 1, 2021			$	—					$	2					$	(1,016)					$	11,183					$	4,898											$	(4,957)					$	10,110					$	1,068					$	11,178
Comprehensive income (loss):
Net income (loss)			—						—						—						—						—												1,719						1,719						661						2,380
Reversal of Other Comprehensive Income (Loss) due to Individual Life Transaction			—						—						—						—						(913)												—						(913)						—						(913)
Other comprehensive income (loss), after tax			—						—						—						—						(1,669)												—						(1,669)						—						(1,669)
Total comprehensive income (loss)																																													(863)						661						(202)
Net consolidations (deconsolidations) of consolidated investment entities			—						—						—						—						—												—						—						8						8
Common stock issuance			—						—						—						4						—												—						4						—						4
Common stock acquired - Share repurchase			—						—						(833)						30						—												—						(803)						—						(803)
Dividends on preferred stock			—						—						—						(32)						—												—						(32)						—						(32)
Dividends on common stock			—						—						—						(59)						—												—						(59)						—						(59)
Share-based compensation			—						—						(57)						89						—												—						32						—						32
Contributions from (Distributions to) noncontrolling interest, net			—						—						—						—						—												—						—						(131)						(131)
Balance as of September 30, 2021			$	—					$	2					$	(1,906)					$	11,215					$	2,316											$	(3,238)					$	8,389					$	1,606					$	9,995

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			11

---

Table of Content

Voya Financial, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2022 and 2021 (Unaudited)

(In millions)

			Nine Months Ended September 30,
			2022						2021
Cash Flows from Operating Activities:
Net cash provided by operating activities - continuing operations			$	1,133					$	102
Net cash used in operating activities - discontinued operations			—						(250)
Net cash provided by (used in) operating activities			1,133						(148)
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities			5,165						4,207
Fixed maturities, trading			—						40
Equity securities			—						266
Mortgage loans on real estate			733						561
Limited partnerships/corporations			158						649
Acquisition of:
Fixed maturities			(6,653)						(5,451)
Fixed maturities, trading			—						(45)
Equity securities			(76)						(278)
Mortgage loans on real estate			(511)						(526)
Limited partnerships/corporations			(225)						(314)
Derivatives, net			157						44
Short-term investments, net			66						168
Collateral (delivered) received, net			149						51
Sales from consolidated investment entities ("CIEs")			702						774
Purchases within CIEs			(1,688)						(1,320)
Proceeds from sale of business			—						274
Receipts on deposit asset contracts			91						51
Other, net			(14)						406
Net cash provided by investing activities - discontinued operations			—						476
Net cash (used in) provided by investing activities			(1,946)						33
Cash Flows from Financing Activities:
Deposits received for investment contracts			5,039						4,313
Maturities and withdrawals from investment contracts			(4,736)						(4,376)
Settlements on deposit liability contracts			(5)						(5)
Repayment of debt with maturities of more than three months			(365)						(85)
Borrowings of consolidated investment entities			1,094						893
Repayments of borrowings of CIEs			(309)						(624)
Contributions from (distributions to) participants in CIEs, net			358						623
Proceeds from issuance of common stock, net			7						4
Share-based compensation			(40)						(42)
Common stock acquired - Share repurchase			(750)						(803)
Dividends paid on preferred stock			(32)						(32)
Dividends paid on common stock			(63)						(59)
Principal payments for financing leases			(18)						(17)
Other			(5)						—
Net cash provided by (used in) financing activities			175						(210)
Net decrease in cash and cash equivalents, including cash in CIEs			(638)						(325)
Cash and cash equivalents, including cash in CIEs, beginning of period			1,573						2,143
Cash and cash equivalents, including cash in CIEs, end of period			$	935					$	1,818
			September 30, 2022						December 31, 2021
Reconciliation of cash and cash equivalents, including cash in CIEs:
Cash and cash equivalents			$	840					$	1,402
Cash and cash equivalents in CIEs			95						171
Total cash and cash equivalents, including cash in CIEs			$	935					$	1,573

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
			12

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

1.    Business, Basis of Presentation and Significant Accounting Policies

Business    

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

On January 4, 2021, the Company completed a series of transactions pursuant to a Master Transaction Agreement (the “Resolution MTA”) entered into on December 18, 2019 with Resolution Life U.S. Holdings Inc., a Delaware corporation (“Resolution Life US”), pursuant to which Resolution Life US acquired all of the shares of the capital stock of Security Life of Denver Company ("SLD") and Security Life of Denver International Limited ("SLDI"), including the capital stock of several subsidiaries of SLD and SLDI. The Company will continue to hold an insignificant number of Individual Life, and non-Wealth Solutions annuity policies which together with the businesses sold through divestment or reinsurance will be referred to as "divested businesses".

Concurrently with the sale, SLD entered into reinsurance agreements with insurance subsidiaries of the Company. Pursuant to these agreements, the Company's subsidiaries reinsured to SLD certain individual life insurance and annuity businesses. The sale of SLD, SLDI and several of their subsidiaries along with the aforementioned reinsurance transactions are referred to herein as the "Individual Life Transaction". The Individual Life Transaction resulted in the disposition of substantially all of the Company's life insurance and legacy non-Wealth Solutions annuity businesses and related assets.

On June 9, 2021, the Company completed the sale of the independent financial planning channel of Voya Financial Advisors (“VFA”) to Cetera Financial Group, Inc. (“Cetera”), one of the nation's largest networks of independently managed broker-dealers. In connection with this transaction, the Company transferred more than 800 independent financial professionals serving retail customers with approximately $38 billion in assets under advisement to Cetera, while retaining approximately 500 field and phone-based financial professionals who support our Wealth Solutions business.

On July 25, 2022, the Company completed a series of transactions pursuant to a Combination Agreement dated June 13, 2022 (the “Agreement”) with Voya Investment Management LLC, a Delaware limited liability company and an indirect subsidiary of the Company (“Voya IM”), Allianz SE, a stock corporation organized and existing under the laws of the European Union and the Federal Republic of Germany (“Allianz”), Allianz Global Investors U.S. LLC, a Delaware limited liability company and an indirect subsidiary of Allianz (“AGI U.S.”), and VIM Holdings LLC, a newly formed Delaware limited liability company (“Newco”), pursuant to which the parties have combined Voya IM with assets and teams comprising specified transferred strategies managed by AGI U.S. The transaction enables the Company to increase international scale and distribution of the Company’s investment products and provides diverse investment strategies that meet the needs of a larger more global client base.

Under the terms of the Agreement, AGI U.S. transferred to Newco the rights to certain assets and liabilities related to specified investment teams and strategies and the associated assets under management (the “AGI Transferred Business”). The Company transferred all of the limited liability company interests in Voya IM to Newco and in exchange, received a 76% economic stake in Newco's class A shares. Pursuant to the Amended and Restated Limited Liability Company Agreement of Newco entered into at the closing date (“A&R Newco Operating Agreement”), the Company now holds, indirectly, a 76% economic stake in Newco's class A shares and Allianz holds, indirectly, a 24% economic stake in Newco's class A shares. Furthermore, Newco holds all of the limited liability company interests in Voya IM and certain assets and liabilities transferred from AGI U.S. related to specified investment teams and strategies and the associated assets under management. In accordance with the A&R Newco Operating Agreement, the Company has full operational control of Newco, Voya IM and the transferred assets and investment teams.

The Agreement was executed for noncash consideration and accounted for under the acquisition method of accounting. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair

			13

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

values as of the date of the transaction. The 24% economic stake in Newco’s class A shares is reflected on the Condensed Consolidated Balance Sheets under Redeemable noncontrolling interests within Mezzanine equity.

On November 1, 2022, Voya Investment Management Alternative Assets, LLC (“VIMAA”), one of the Company’s indirect subsidiaries, acquired all of the issued and outstanding equity interests of Czech Asset Management, L.P., a Delaware limited partnership, a private credit asset manager dedicated to the U.S. middle market pursuant to a sales and purchase agreement (“SPA”) entered into on August 1, 2022 with Czech Management GP, LLC, a Delaware limited liability company, and Czech Holdings, LLC, a Delaware limited liability company. The acquisition was executed for cash consideration and will expand VIMAA's private and leveraged credit business and is subject to conditions as defined in the SPA.

On November 1, 2022, the Company and Origami Squirrel Acquisition Corp, a newly formed Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”) with Benefitfocus, Inc. (“BNFT”), a Delaware corporation, pursuant to which, Merger Sub will merge with and into BNFT (the “Merger”), with BNFT surviving such Merger as a wholly owned subsidiary of the Company. The transaction is expected to close in the first quarter of 2023, subject to terms and customary closing conditions as set in the Merger agreement.

Under the terms of the Merger Agreement, the Company will acquire all outstanding shares of BNFT for approximately $570 in cash consideration which includes the outstanding debt and preferred shares of BNFT. The acquisition will expand the Company’s capacity to meet the growing demand for comprehensive benefits and savings solutions and increase its ability to deliver innovative solutions for employers and health plans.

Impairment of Long-lived Assets

The carrying value of long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized whenever the carrying amount of an asset exceeds its estimated fair value. The amount of the impairment loss is calculated as the excess of the asset’s carrying value over its fair value. During the second quarter of 2022, the Company had a triggering event related to a decrease in the market price of one of its office buildings. Consequently, the Company determined its fair value, based on an appraisal, to be lower than its carrying value. As a result, the Company recognized an impairment loss of $32, which is included in Operating expenses in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2022.

Revision of Prior Period Financial Statements

During the second quarter of 2022, the Company identified a presentation error related to a misclassification in the change in cash held by CIEs within the Condensed Consolidated Statements of Cash Flows. This error resulted in the total end of period cash and cash equivalents in the Condensed Consolidated Statements of Cash Flows not to reconcile to all cash and cash equivalents line items presented in the Condensed Consolidated Balance Sheets. The Company assessed the materiality of the error on prior period financial statements in accordance with the Accounting Changes and Error Corrections guidance. The Company has corrected the presentation error in the comparative period for the nine months ended September 30, 2021 and evaluated the materiality of such error based on relevant quantitative and qualitative factors in relation to the Condensed Consolidated Financial Statements. The Company’s evaluation of the qualitative factors included, but was not limited to, consideration of the users of the Condensed Consolidated Financial Statements; there was no impact to net income, comprehensive income, total stockholders' equity or amounts on the Condensed Consolidated Balance Sheets; there was no impact on regulatory capital, cash balances or any liquidity measures; and there was no impact on any contractual or regulatory requirements. Based on this evaluation, the Company concluded that the error in the Condensed Consolidated Statements of Cash Flows did not result in a material misstatement of previously issued financial statements. The following table presents the impact of the error on the specific line items in the Condensed Consolidated Statements of Cash Flows:

			Nine Months Ended September 30, 2021
			As Reported						Adjustments						As Adjusted
Net cash provided by (used in) operating activities			$	(68)					$	(80)					$	(148)
Net decrease in cash and cash equivalents, including cash in CIEs			(245)						(80)						(325)
Cash and cash equivalents, including cash in CIEs, beginning of period			1,922						221						2,143
Cash and cash equivalents, including cash in CIEs, end of period			1,677						141						1,818

			14

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are unaudited. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. The inputs into the Company's estimates and assumptions consider the economic implications of COVID-19 on the Company's critical and significant accounting estimates. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the Condensed Consolidated Financial Statements.

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

The accompanying Condensed Consolidated Financial Statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2022, its results of operations, comprehensive income and changes in shareholders' equity for the three and nine months ended September 30, 2022 and 2021, and its statements of cash flows for the nine months ended September 30, 2022 and 2021, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance.

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

The December 31, 2021 Consolidated Balance Sheets are from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K, filed with the SEC. Therefore, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K.

Future Adoption of Accounting Pronouncements

The following table provides a description of future adoptions of new accounting standards that may have an impact on the Company's financial statements when adopted:

Standard			Description of Requirements			Effective Date and Transition Provisions			Effect on the Financial Statements or Other Significant Matters
Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions			This standard, issued in June 2022, clarifies that contractual restrictions on equity security sales are not considered part of the security unit of account and, therefore, are not considered in measuring fair value. In addition, the restrictions cannot be recognized and measured as separate units of account. Disclosures on such restrictions are also required.			The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and are required to be applied prospectively, with any adjustments from the adoption recognized in earnings and disclosed.			The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2022-03.

			15

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Standard			Description of Requirements			Effective Date and Transition Provisions			Effect on the Financial Statements or Other Significant Matters
ASU 2022-02, Troubled Debt Restructurings ("TDRs") and Vintage Disclosures			This standard, issued in March 2022, eliminates the accounting guidance on troubled debt restructurings for creditors, requires enhanced disclosures for creditors about loan modifications when a borrower is experiencing financial difficulty, and requires public business entities to include current-period gross write-offs in the vintage disclosure tables.			The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities have the option to apply the amendments involving the recognition and measurement of TDRs using a modified retrospective transition method; the other amendments are required to be applied prospectively.			The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2022-02.
ASU 2020-04, Reference Rate Reform			This standard, issued in March 2020, provides temporary optional expedients and exceptions for applying U.S. GAAP principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In January, 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-01, which clarified the scope of relief related to ASU 2020-04.			The amendments are effective as of March 12, 2020, the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022.			The Company expects that it may elect to apply some of the expedients and exceptions provided in ASU 2020-04; however, the Company is still evaluating its options under this guidance as the reference rate reform adoption process continues. To date, adoption of the ASU has not had an impact on the Company’s financial condition and results of operations. The Company will continue to evaluate the impacts of reference rate reform on contract modifications and hedging relationships as transition progresses.

			16

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Standard			Description of Requirements			Effective Date and Transition Provisions			Effect on the Financial Statements or Other Significant Matters
ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts			This standard, issued in August 2018, changes the measurement and disclosures of insurance liabilities and deferred acquisition costs ("DAC") for long-duration contracts issued by insurers. In addition to expanded disclosures, the standard’s requirements include: •Annual review and, if necessary, update of cash flow assumptions used to measure the liability for future policy benefits for nonparticipating traditional and limited payment insurance contracts. The effect of updating cash flow assumptions will be measured on a retrospective catch-up basis and presented in the Statement of Operations in the period in which the update is made. The rate used to discount these liabilities will be required to be updated quarterly, with related changes in the liability recorded in Accumulated other comprehensive income ("AOCI").			The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Initial adoption for the liability for future policy benefits and DAC is required to be reported using either a full retrospective or modified retrospective approach. For market risk benefits, full retrospective application is required.			Evaluation of the implications of these requirements and related potential financial statement impacts is continuing, in accordance with an established governance framework and implementation plan, which includes design and testing of internal controls related to new processes. The Company does not plan to early adopt the ASU and expects to apply a modified retrospective transition method for the liability of future policy benefits and DAC. The Company expects the January 1, 2021 transition impact will increase Total shareholders’ equity by $0.1 billion to $0.2 billion, primarily driven by a positive impact to AOCI resulting from the reversal of DAC, value of business acquired ("VOBA"), and other adjustment balances of approximately $1.3 billion after tax, offset by an unfavorable impact to AOCI of between $1.0 billion and $1.1 billion after tax resulting from the remeasurement of Future policy benefits and Reinsurance recoverable using January 1, 2021 discount rates. The expected transition effect on Total shareholders’ equity will also include an unfavorable impact on Retained earnings (deficit) of approximately $0.1 billion after tax associated with the establishment of MRB liabilities related to guaranteed minimum benefits on certain deferred annuity contracts.

			17

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Standard			Description of Requirements			Effective Date and Transition Provisions			Effect on the Financial Statements or Other Significant Matters
ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts (cont.)			•Fair value measurement of contract guarantee features qualifying as Market Risk Benefits (“MRB”), with changes in fair value recognized in the Statement of Operations, except for changes in the instrument-specific credit risk, which will be recorded in AOCI. •Amortization of DAC on a constant level basis over the expected term of the contracts, without reference to revenue or profitability. Elimination of adjustments in AOCI related to DAC and balances amortized on a basis consistent with DAC. DAC will no longer be subjected to loss recognition testing.						The majority of the ASU 2018-12 transition impact of between $1.0 billion and $1.1 billion associated with Future policy benefits and Reinsurance recoverable and approximately 50% of the $0.1 billion transition impact associated with the establishment of MRB liabilities are related to business that was reinsured to Resolution Life US in January 2021. The ultimate effects the standard will have on the financial statements are highly dependent on policyholder behavior, actuarial assumptions and macroeconomic conditions, particularly interest rates and spreads, which may materially change ASU 2018-12-related equity impacts in periods subsequent to transition. The Company estimates the impact of ASU 2018-12 will shift to a reduction of Total shareholders’ equity as of September 30, 2022, primarily related to a negative impact in AOCI resulting from the reversal of DAC, VOBA, and other adjustment balances, which have declined significantly since January 2021 due to increases in interest rates and spreads. While rising interest rates since January 1, 2021 will result in a less unfavorable impact on AOCI due to remeasurement of the liability for Future policy benefits, this will be materially offset by the impact from remeasurement of Reinsurance recoverable.

2.    Discontinued Operations

As noted in the Business, Basis of Presentation and Significant Accounting Policies Note, on January 4, 2021, the Company sold several of its subsidiaries and the related Individual Life and fixed and variable annuities businesses within these subsidiaries to Resolution Life US pursuant to the Resolution MTA entered into on December 18, 2019. The Company determined that the entities disposed of met the criteria to be classified as discontinued operations and that the sale represented a strategic shift that had a major effect on the Company’s operations. Income (loss) from discontinued operations, net of tax, for the nine months ended September 30, 2021 included a reduction to loss on sale, net of tax of $7 associated with the transaction. For more information related to this transaction, refer to the Discontinued Operations Note to the Consolidated Financial Statements included in Part II, Item 8 of the Annual Report on form 10-K.

Subsequent to the close of the transaction, the Company incurred loss recognition of $523, which is inclusive of $302 of DAC/VOBA write down and $221 of premium deficiency reserve. The DAC/VOBA write down and the premium deficiency reserve were recorded in Net amortization of DAC/VOBA and Policyholder benefits, respectively in the Condensed Consolidated Financial Statements for the nine months ended September 30, 2021.

			18

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

3.    Investments (excluding Consolidated Investment Entities)

Fixed Maturities

Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of September 30, 2022:

			Amortized Cost						Gross Unrealized Capital Gains						Gross Unrealized Capital Losses						Embedded Derivatives(2)						Fair Value						Allowance for credit losses
Fixed maturities:
U.S. Treasuries			$	724					$	25					$	17					$	—					$	732					$	—
U.S. Government agencies and authorities			47						3						1						—						49						—
State, municipalities and political subdivisions			993						1						130						—						864						—
U.S. corporate public securities			10,180						89						1,451						—						8,815						3
U.S. corporate private securities			5,052						7						477						—						4,582						—
Foreign corporate public securities and foreign governments(1)			3,347						9						489						—						2,854						13
Foreign corporate private securities(1)			3,379						3						307						—						3,058						17
Residential mortgage-backed securities			4,233						36						287						3						3,982						3
Commercial mortgage-backed securities			4,490						4						484						—						4,009						1
Other asset-backed securities			2,298						3						205						—						2,094						2
Total fixed maturities, including securities pledged			34,743						180						3,848						3						31,039						39
Less: Securities pledged			1,297						7						181						—						1,123						—
Total fixed maturities			$	33,446					$	173					$	3,667					$	3					$	29,916					$	39

(1) Primarily U.S. dollar denominated.

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

			19

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Available-for-sale and FVO fixed maturities were as follows as of December 31, 2021:

			Amortized Cost						Gross Unrealized Capital Gains						Gross Unrealized Capital Losses						Embedded Derivatives(2)						Fair Value						Allowance for credit losses
Fixed maturities:
U.S. Treasuries			$	764					$	239					$	—					$	—					$	1,003					$	—
U.S. Government agencies and authorities			69						12						—						—						81						—
State, municipalities and political subdivisions			1,000						112						1						—						1,111						—
U.S. corporate public securities			10,402						1,580						41						—						11,941						—
U.S. corporate private securities			4,889						459						23						—						5,325						—
Foreign corporate public securities and foreign governments(1)			3,373						368						18						—						3,723						—
Foreign corporate private securities(1)			3,320						238						1						—						3,501						56
Residential mortgage-backed securities			4,183						139						31						12						4,302						1
Commercial mortgage-backed securities			4,032						173						22						—						4,183						—
Other asset-backed securities			2,069						25						12						—						2,081						1
Total fixed maturities, including securities pledged			34,101						3,345						149						12						37,251						58
Less: Securities pledged			1,091						107						—						—						1,198						—
Total fixed maturities			$	33,010					$	3,238					$	149					$	12					$	36,053					$	58

(1) Primarily U.S. dollar denominated.

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

The amortized cost and fair value of fixed maturities, including securities pledged, as of September 30, 2022, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.

			Amortized Cost						Fair Value
Due to mature:
One year or less			$	688					$	661
After one year through five years			4,195						3,929
After five years through ten years			4,959						4,513
After ten years			13,880						11,851
Mortgage-backed securities			8,723						7,991
Other asset-backed securities			2,298						2,094
Fixed maturities, including securities pledged			$	34,743					$	31,039

As of September 30, 2022 and December 31, 2021, the Company did not have any investments in a single issuer, other than obligations of the U.S. Government and government agencies, with a carrying value in excess of 10% of the Company’s Total shareholders' equity.

			20

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables present the composition of the U.S. and foreign corporate securities within the fixed maturity portfolio by industry category as of the dates indicated:

			Amortized Cost						Gross Unrealized Capital Gains						Gross Unrealized Capital Losses						Fair Value
September 30, 2022
Communications			$	1,276					$	17					$	157					$	1,136
Financial			4,289						22						560						3,751
Industrial and other companies			9,003						23						1,172						7,854
Energy			1,888						29						182						1,735
Utilities			3,788						13						425						3,376
Transportation			1,142						2						146						998
Total			$	21,386					$	106					$	2,642					$	18,850
December 31, 2021
Communications			$	1,261					$	238					$	3					$	1,496
Financial			3,752						394						13						4,133
Industrial and other companies			9,600						1,058						32						10,626
Energy			1,907						314						18						2,203
Utilities			3,782						499						11						4,270
Transportation			1,130						93						1						1,222
Total			$	21,432					$	2,596					$	78					$	23,950

The Company invests in various categories of collateralized mortgage obligations (CMOs), including CMOs that are not agency-backed, that are subject to different degrees of risk from changes in interest rates and defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to significant decreases and increases in interest rates resulting in the prepayment of principal from the underlying mortgages, either earlier or later than originally anticipated. As of September 30, 2022 and December 31, 2021, approximately 39.6% and 40.6%, respectively, of the Company's CMO holdings, were invested in the above mentioned types of CMOs such as interest-only or principal-only strips, that are subject to more prepayment and extension risk than traditional CMOs.

Public corporate fixed maturity securities are distinguished from private corporate fixed maturity securities based upon the manner in which they are transacted. Public corporate fixed maturity securities are issued initially through market intermediaries on a registered basis or pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act") and are traded on the secondary market through brokers acting as principal. Private corporate fixed maturity securities are originally issued by borrowers directly to investors pursuant to Section 4(a)(2) of the Securities Act, and are traded in the secondary market directly with counterparties, either without the participation of a broker or in agency transactions.

Repurchase Agreements

As of September 30, 2022 and December 31, 2021, the Company did not have any securities pledged in dollar rolls or reverse repurchase agreements. As of September 30, 2022, the carrying value of securities pledged and obligation to repay loans related to repurchase agreement transactions were $120 and included in Securities pledged and Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets. As of December 31, 2021, the carrying value of securities pledged and obligation to repay loans related to repurchase agreement transactions were $105. Securities pledged related to repurchase agreements are comprised of other asset-backed securities.

			21

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Securities Pledged

The Company engages in securities lending whereby the initial collateral is required at a rate of 102% of the market value of the loaned securities. The lending agent retains the collateral and invests it in high quality liquid assets on behalf of the Company. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. The lending agent indemnifies the Company against losses resulting from the failure of a counterparty to return securities pledged where collateral is insufficient to cover the loss. As of September 30, 2022 and December 31, 2021, the fair value of loaned securities was $854 and $969, respectively, and is included in Securities pledged on the Condensed Consolidated Balance Sheets.

If cash is received as collateral, the lending agent retains the cash collateral and invests it in short-term liquid assets on behalf of the Company. As of September 30, 2022 and December 31, 2021, cash collateral retained by the lending agent and invested in short-term liquid assets on the Company's behalf was $795 and $884, respectively, and is recorded in Short-term investments under securities loan agreements, including collateral delivered on the Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021, liabilities to return collateral of $795 and $884, respectively, are included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.

The Company accepts non-cash collateral in the form of securities. The securities retained as collateral by the lending agent may not be sold or re-pledged, except in the event of default, and are not reflected on the Company’s Condensed Consolidated Balance Sheets. This collateral generally consists of U.S. Treasury, U.S. Government agency securities and MBS pools. As of September 30, 2022 and December 31, 2021, the fair value of securities retained as collateral by the lending agent on the Company’s behalf was $100 and $117, respectively.

The following table presents borrowings under securities lending transactions by asset class pledged as of the dates indicated:

			September 30, 2022						December 31, 2021
U.S. Treasuries			$	19					$	42
U.S. Government agencies and authorities			—						3
U.S. corporate public securities			641						599
Equity Securities			2						—
Foreign corporate public securities and foreign governments			233						357
Payables under securities loan agreements			$	895					$	1,001

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

			22

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Allowance for credit losses

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

			Nine Months Ended September 30, 2022
			U.S. corporate public securities						Residential mortgage-backed securities						Commercial mortgage-backed securities						Foreign corporate public securities and foreign governments						Foreign corporate private securities						Other asset-backed securities						Total
Balance as of January 1			$	—					$	1					$	—					$	—					$	56					$	1					$	58
Credit losses on securities for which credit losses were not previously recorded			3						3						1						13						—						1						21
Initial allowance for credit losses recognized on financial assets accounted for as PCD			—						—						—						—						—						—						—
Reductions for securities sold during the period			—						—						—						—						(41)						—						(41)
Reductions for intent to sell or more likely than not will be required to sell securities prior to recovery of amortized cost			—						—						—						—						—						—						—
Change in allowance due to transfer of loans from Voya Reinsurance portfolios to Resolution			—						—						—						—						—						—						—
Increase (decrease) on securities with allowance recorded in previous period			—						(1)						—						—						2						—						1
Write-offs			—						—						—						—						—						—						—
Recoveries of amounts previously written-off			—						—						—						—						—						—						—
Balance as of September 30			$	3					$	3					$	1					$	13					$	17					$	2					$	39

			23

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

						Year Ended December 31, 2021
						Residential mortgage-backed securities						Commercial mortgage-backed securities						Foreign corporate private securities						Other asset-backed securities						Total
Balance as of January 1						$	2					$	1					$	15					$	8					$	26
Credit losses on securities for which credit losses were not previously recorded						1						—						40						—						41
Initial allowance for credit losses recognized on financial assets accounted for as PCD						—						—						—						—						—
Reductions for securities sold during the period						—						(1)						—						—						(1)
Reductions for intent to sell or more likely than not will be required to sell securities prior to recovery of amortized cost						—						—						—						—						—
Change in allowance due to transfer of loans from Voya Reinsurance portfolios to Resolution						—						—						—						—						—
Increase (decrease) on securities with allowance recorded in previous period						(2)						—						1						(7)						(8)
Write-offs						—						—						—						—						—
Recoveries of amounts previously written-off						—						—						—						—						—
Balance as of December 31						$	1					$	—					$	56					$	1					$	58

			24

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Unrealized Capital Losses

The following table presents available-for-sale fixed maturities, including securities pledged, for which an allowance for credit losses has not been recorded by market sector and duration as of September 30, 2022:

			Twelve Months or Less Below Amortized Cost																								More Than Twelve Months Below Amortized Cost																		Total
			Fair Value						Unrealized Capital Losses						Number of securities																		Fair Value						Unrealized Capital Losses						Number of securities						Fair Value						Unrealized Capital Losses						Number of securities
U.S. Treasuries			$	137					$	15					20																		$	27					$	2					6						$	164					$	17					26
U.S. Government agencies and authorities			7						1						1																		—						—						—						7						1						1
State, municipalities and political subdivisions			809						129						304																		3						1						5						812						130						309
U.S. corporate public securities			6,291						1,095						1,227																		805						356						268						7,096						1,451						1,495
U.S. corporate private securities			3,736						421						393																		294						56						18						4,030						477						411
Foreign corporate public securities and foreign governments			2,363						385						439																		242						104						73						2,605						489						512
Foreign corporate private securities			2,863						304						235																		14						3						3						2,877						307						238
Residential mortgage-backed			1,867						188						565																		463						99						212						2,330						287						777
Commercial mortgage-backed			3,310						396						541																		542						88						98						3,852						484						639
Other asset-backed			1,749						173						415																		219						32						104						1,968						205						519
Total			$	23,132					$	3,107					4,140																		$	2,609					$	741					787						$	25,741					$	3,848					4,927

The Company concluded that an allowance for credit losses was unnecessary for these securities because the unrealized losses are interest rate related.

			25

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents available-for-sale fixed maturities, including securities pledged, for which an allowance for credit losses has not been recorded by market sector and duration as of December 31, 2021:

			Twelve Months or Less Below Amortized Cost																								More Than Twelve Months Below Amortized Cost																		Total
			Fair Value						Unrealized Capital Losses						Number of securities																		Fair Value						Unrealized Capital Losses						Number of securities						Fair Value						Unrealized Capital Losses						Number of securities
U.S. Treasuries			$	16					$	—		*			8																		$	12					$	—		*			2						$	28					$	—		*			10
State, municipalities and political subdivisions			58						1						22																		—						—						—						58						1						22
U.S. corporate public securities			1,425						35						292																		115						6						119						1,540						41						411
U.S. corporate private securities			447						5						34																		122						18						9						569						23						43
Foreign corporate public securities and foreign governments			534						16						97																		28						2						14						562						18						111
Foreign corporate private securities			70						1						7																		11						—			*			1						81						1						8
Residential mortgage-backed			704						18						244																		294						13						116						998						31						360
Commercial mortgage-backed			1,137						12						191																		228						10						32						1,365						22						223
Other asset-backed			922						8						221																		98						4						56						1,020						12						277
Total			$	5,313					$	96					1,116																		$	908					$	53					349						$	6,221					$	149					1,465

*Less than $1

Based on the Company's quarterly evaluation of its securities in an unrealized loss position, described below, the Company concluded that these securities were not impaired as of September 30, 2022. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

Gross unrealized capital losses on fixed maturities, including securities pledged, increased $3,699 from $149 to $3,848 for the nine months ended September 30, 2022. The increase in unrealized losses was driven by materially higher interest rates across the yield curve and moderately wider credit spreads.

As of September 30, 2022, $6 of the total $3,848 of gross unrealized losses were from 5 available-for-sale fixed maturity securities with an unrealized loss position of 20% or more of amortized cost for 12 months or greater.

			26

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Evaluating Securities for Impairments

The Company performs a regular evaluation, on a security-by-security basis, of its available-for-sale securities holdings, including fixed maturity securities, in accordance with its impairment policy in order to evaluate whether such investments are impaired.

The following table identifies the Company's intent impairments included in the Condensed Consolidated Statements of Operations, excluding impairments included in Other comprehensive income (loss) by type for the periods indicated:

			Three Months Ended September 30,
			2022												2021
			Impairment						No. of Securities						Impairment						No. of Securities
Foreign corporate public securities and foreign governments(1)			$	—		*			1						$	—					—
Residential mortgage-backed			11						74						—			*			2
Commercial mortgage-backed			1						2						—						—
Total			$	12					77						$	—		*			2
(1) Primarily U.S. dollar denominated.
*Less than $1
			Nine Months Ended September 30,
			2022												2021
			Impairment						No. of Securities						Impairment						No. of Securities
Foreign corporate public securities and foreign governments(1)			$	—		*			1						$	—					—
Residential mortgage-backed			20						85						—			*			10
Commercial mortgage-backed			1						3						—			*			1
Total			$	21					89						$	—		*			11
(1) Primarily U.S. dollar denominated.
*Less than $1

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

Troubled Debt Restructuring

The Company invests in high quality, well performing portfolios of commercial mortgage loans and private placements. Under certain circumstances, modifications are granted to these contracts. Each modification is evaluated as to whether a troubled debt restructuring has occurred. A modification is a troubled debt restructuring when the borrower is in financial difficulty and the creditor makes concessions. Generally, the types of concessions may include reducing the face amount or maturity amount of the debt as originally stated, reducing the contractual interest rate, extending the maturity date at an interest rate lower than current market interest rates and/or reducing accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific valuation allowance recorded in connection with the troubled debt restructuring. A valuation allowance may have been recorded prior to the quarter when the loan is modified in a troubled debt restructuring. Accordingly, the carrying value (net of the valuation allowance) before and after modification through a troubled debt restructuring may not change significantly or may increase if the expected recovery is higher than the pre-modification recovery assessment. For the three months and nine months ended September 30, 2022, the Company had no new commercial mortgage loan troubled debt restructurings. For the three months ended September 30, 2022, the Company had no new private placement troubled debt restructurings. For the nine months ended September 30, 2022, the Company had six new private placement troubled debt restructurings with a pre and post modification carrying value of $102 and $75, respectively. For the three months ended September 30, 2021, the Company did not have any commercial mortgage loan

			27

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

troubled debt restructurings. For the nine months ended September 30, 2021, the Company had one commercial mortgage loan trouble debt restructuring with a pre and post modification carrying value of $5. For the three and nine months ended September 30, 2021, the Company did not have any private placement troubled debt restructurings.

For the three and nine months ended September 30, 2022 and September 30, 2021, the Company did not have any commercial mortgage loans or private placements modified in a troubled debt restructuring with a subsequent payment default.

Mortgage Loans on Real Estate

 

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

Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans. The LTV ratio, calculated at time of origination, is expressed as a percentage of the amount of the loan relative to the value of the underlying property. A LTV ratio in excess of 100% indicates the unpaid loan amount exceeds the underlying collateral. The DSC ratio, based upon the most recently received financial statements, is expressed as a percentage of the amount of a property’s net income to its debt service payments. A DSC ratio of less than 1.0 indicates that a property’s operations do not generate sufficient income to cover debt payments. These ratios are utilized as part of the review process described above.

The following tables present commercial mortgage loans by year of origination and LTV ratio as of the dates indicated. The information is updated as of September 30, 2022 and December 31, 2021, respectively.

			As of September 30, 2022
			Loan-to-Value Ratios
Year of Origination			0% - 50%						>50% - 60%						>60% - 70%						>70% - 80%						>80% and above						Total
2022			$	160					$	261					$	64					$	—					$	—					$	485
2021			245						281						239						9						—						774
2020			114						228						25						10						—						377
2019			197						142						29						—						—						368
2018			163						43						2						—						—						208
2017			626						202						4						—						—						832
2016 and prior			2,040						302						22						—						—						2,364
Total			$	3,545					$	1,459					$	385					$	19					$	—					$	5,408

			28

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

			As of December 31, 2021
			Loan-to-Value Ratios
Year of Origination			0% - 50%						>50% - 60%						>60% - 70%						>70% - 80%						>80% and above						Total
2021			$	269					$	315					$	201					$	—					$	—					$	785
2020			140						240						77						—						—						457
2019			201						192						69						—						—						462
2018			169						50						2						—						—						221
2017			656						214						4						—						—						874
2016 and prior			2,220						584						24						—						—						2,828
Total			$	3,655					$	1,595					$	377					$	—					$	—					$	5,627

The following tables present commercial mortgage loans by year of origination and DSC ratio as of the dates indicated. The information is updated as of September 30, 2022 and December 31, 2021, respectively.

			As of September 30, 2022
			Debt Service Coverage Ratios
Year of Origination			>1.5x						>1.25x - 1.5x						>1.0x - 1.25x						<1.0x												Total*
2022			$	314					$	56					$	115					$	—											$	485
2021			361						221						101						91												774
2020			271						20						30						56												377
2019			243						47						53						25												368
2018			132						25						51						—												208
2017			490						80						81						181												832
2016 and prior			1,752						362						153						97												2,364
Total			$	3,563					$	811					$	584					$	450											$	5,408

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

			As of December 31, 2021
			Debt Service Coverage Ratios
Year of Origination			>1.5x						>1.25x - 1.5x						>1.0x - 1.25x						<1.0x												Total*
2021			$	652					$	27					$	38					$	68											$	785
2020			396						21						34						6												457
2019			278						49						108						27												462
2018			131						5						54						31												221
2017			414						156						111						193												874
2016 and prior			2,237						242						242						107												2,828
Total			$	4,108					$	500					$	587					$	432											$	5,627

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

			29

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables present the commercial mortgage loans by year of origination and U.S. region as of the dates indicated. The information is updated as of September 30, 2022 and December 31, 2021, respectively.

			As of September 30, 2022
			U.S. Region
Year of Origination			Pacific						South Atlantic						Middle Atlantic						West South Central						Mountain						East North Central						New England						West North Central						East South Central						Total
2022			$	60					$	117					$	30					$	85					$	104					$	65					$	4					$	1					$	19					$	485
2021			98						72						136						141						111						138						9						47						22						774
2020			74						170						18						16						25						40						—						7						27						377
2019			58						122						10						77						47						5						15						13						21						368
2018			50						62						56						10						14						10						—						6						—						208
2017			124						92						330						136						54						55						5						36						—						832
2016 and prior			670						543						460						115						179						204						44						114						35						2,364
Total			$	1,134					$	1,178					$	1,040					$	580					$	534					$	517					$	77					$	224					$	124					$	5,408

			As of December 31, 2021
			U.S. Region
Year of Origination			Pacific						South Atlantic						Middle Atlantic						West South Central						Mountain						East North Central						New England						West North Central						East South Central						Total
2021			$	98					$	79					$	143					$	137					$	110					$	140					$	9					$	47					$	22					$	785
2020			84						187						31						35						39						39						3						14						25						457
2019			59						145						14						130						47						17						15						13						22						462
2018			54						68						59						10						14						10						—						6						—						221
2017			128						94						360						139						56						56						5						36						—						874
2016 and prior			718						617						590						159						256						239						71						142						36						2,828
Total			$	1,141					$	1,190					$	1,197					$	610					$	522					$	501					$	103					$	258					$	105					$	5,627

The following tables present the commercial mortgage loans by year of origination and property type as of the dates indicated. The information is updated as of September 30, 2022 and December 31, 2021, respectively.

			As of September 30, 2022
			Property Type
Year of Origination			Retail						Industrial						Apartments						Office						Hotel/Motel						Other						Mixed Use						Total
2022			$	24					$	219					$	217					$	15					$	10					$	—					$	—					$	485
2021			38						170						415						124						—						18						9						774
2020			58						61						106						152						—						—						—						377
2019			46						86						176						47						13						—						—						368
2018			37						85						56						12						—						18						—						208
2017			107						397						180						145						3						—						—						832
2016 and prior			796						395						524						373						67						157						52						2,364
Total			$	1,106					$	1,413					$	1,674					$	868					$	93					$	193					$	61					$	5,408

			30

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

			As of December 31, 2021
			Property Type
Year of Origination			Retail						Industrial						Apartments						Office						Hotel/Motel						Other						Mixed Use						Total
2021			$	39					$	185					$	405					$	129					$	—					$	18					$	9					$	785
2020			58						90						140						169						—						—						—						457
2019			46						96						211						82						27						—						—						462
2018			38						88						57						16						4						18						—						221
2017			110						417						195						149						3						—						—						874
2016 and prior			936						566						576						398						93						205						54						2,828
Total			$	1,227					$	1,442					$	1,584					$	943					$	127					$	241					$	63					$	5,627

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

			September 30, 2022						December 31, 2021
Allowance for credit losses, beginning of period			$	15					$	89
Credit losses on mortgage loans for which credit losses were not previously recorded			1						1
Change in allowance due to transfer of loans from Voya Reinsurance portfolios to Resolution			—						(14)
Increase (decrease) on mortgage loans with allowance recorded in previous period			(3)						(61)
Provision for expected credit losses			13						15
Write-offs			—						—
Recoveries of amounts previously written-off			—						—
Allowance for credit losses, end of period			$	13					$	15

The following table presents past due commercial mortgage loans as of the dates indicated:

			September 30, 2022						December 31, 2021
Delinquency:
Current			$	5,408					$	5,627
30-59 days past due			—						—
60-89 days past due			—						—
Greater than 90 days past due			—						—
Total			$	5,408					$	5,627

Commercial mortgage loans are placed on non-accrual status when 90 days in arrears if the Company has concerns regarding the collectability of future payments, or if a loan has matured without being paid off or extended. As of September 30, 2022 and December 31, 2021, the Company had no commercial mortgage loan in non-accrual status. There was no interest income recognized on loans in non-accrual status for the nine months ended September 30, 2022 and year ended December 31, 2021.

			31

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Net Investment Income

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Fixed maturities			$	483					$	501					$	1,457					$	1,513
Equity securities			(3)						4						6						15
Mortgage loans on real estate			58						59						177						184
Policy loans			5						7						16						18
Short-term investments and cash equivalents			3						2						6						7
Limited partnerships and other			(10)						175						115						415
Gross investment income			536						748						1,777						2,152
Less: Investment expenses			14						17						44						51
Net investment income			$	522					$	731					$	1,733					$	2,101

As of September 30, 2022, the Company had $16 of investments in fixed maturities that did not produce net investment income. As of December 31, 2021, the Company had no investments in fixed maturities that did not produce net investment income. Fixed maturities are moved to a non-accrual status when the investment defaults.

Interest income on fixed maturities is recorded when earned using an effective yield method, giving effect to amortization of premiums and accretion of discounts. Such interest income is recorded in Net investment income in the Condensed Consolidated Statements of Operations.

Net Gains (Losses)

Net gains (losses) comprise the difference between the amortized cost of investments and proceeds from sale and redemption, as well as losses incurred due to the credit-related and intent-related impairment of investments. Realized investment gains and losses are also primarily generated from changes in fair value of embedded derivatives within products and fixed maturities, changes in fair value of fixed maturities recorded at FVO and changes in fair value including accruals on derivative instruments, except for effective cash flow hedges. Net gains (losses) also include changes in fair value of trading debt securities and changes in fair value of equity securities. The cost of the investments on disposal is generally determined based on first-in-first-out ("FIFO") methodology.

			32

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Three Months Ended September 30,
			2022						2021
Fixed maturities, available-for-sale, including securities pledged			$	8					$	6
Fixed maturities, at fair value option			(294)						(137)
Equity securities, at fair value			(7)						1
Derivatives			174						11
Embedded derivatives - fixed maturities			(2)						(1)
Guaranteed benefit derivatives			(5)						1
Mortgage loans			(1)						14
Other investments			4						2
Net gains (losses)			$	(123)					$	(103)
			Nine Months Ended September 30,
			2022						2021
Fixed maturities, available-for-sale, including securities pledged			$	(71)					$	1,789
Fixed maturities, at fair value option			(844)						(514)
Equity securities, at fair value			(39)						12
Derivatives			300						(5)
Embedded derivatives - fixed maturities			(8)						(6)
Guaranteed benefit derivatives			13						49
Mortgage Loans			4						177
Other investments			10						100
Net gains (losses)			$	(635)					$	1,602

On June 1, 2021, the Company fully disposed of a 9.99% equity interest in VA Capital which was originally acquired as part of a Master Transaction Agreement dated December 20, 2017, related to the sale of substantially all of our Closed Block Variable Annuity (CBVA) and Annuity business. The disposition resulted in a net realized gain of $95 reported as Other net gains (losses) in the Condensed Consolidated Statements of Operations.

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022(1)						2021
Proceeds on sales			$	1,138					$	369					$	3,358					$	10,582
Gross gains			30						22						60						1,733
Gross losses			19						1						63						3
(1) Decrease from prior year is the result of the transfer of assets to support the life reinsurance transaction with Resolution.

			33

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

4.    Derivative Financial Instruments

The Company primarily enters into the following types of derivatives:

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

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

Total return swaps: The Company uses total return swaps as a hedge of interest related risks within various Legacy Annuity and Retirement products. Total return swaps are also used as a hedge of other corporate liabilities. Using total return swaps, the Company agrees with another party to exchange, at specified intervals, the difference between the economic performance of assets or a market index and a fixed or variable funding multiplied by reference to an agreed upon notional amount. No cash is exchanged at the onset of the contracts. Cash is paid and received over the life of the contract based upon the terms of the swaps. The Company utilized these contracts in non-qualifying hedging relationships.

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. Such decreases may correlate to a decrease in variable annuity account values which would increase the possibility of the Company incurring an expense for guaranteed benefits in excess of account values. The Company also uses interest rate futures contracts to hedge its exposure to market risks due to changes in interest rates. The Company enters into exchange traded futures with regulated futures commissions that are members of the exchange. The Company also posts initial and variation margins, with the exchange, on a daily basis. The Company utilizes exchange-traded futures in non-qualifying hedging relationships. The Company may also use futures contracts as a hedge against an increase in certain equity indices.

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

			34

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			September 30, 2022																		December 31, 2021
			Notional Amount						Asset Fair Value						Liability Fair Value						Notional Amount						Asset Fair Value						Liability Fair Value
Derivatives: Qualifying for hedge accounting(1)
Fair value hedges:
Foreign exchange contracts			$	82					$	2					$	—					$	94					$	2					$	—
Cash flow hedges:
Interest rate contracts			22						—						—						22						—						—
Foreign exchange contracts			700						126						—						683						16						16
Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts			19,370						358						371						13,382						147						209
Foreign exchange contracts			159						7						3						146						1						3
Equity contracts			245						2						6						299						4						2
Credit contracts			177						—						3						135						1						1
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments(2)			N/A						3						—						N/A						12						—
Within products(3)			N/A						—						24						N/A						—						47
Within reinsurance agreements(4)			N/A						109						74						N/A						—						196
Managed custody guarantees(3)			N/A						—						9						N/A						—						1
Total									$	607					$	490											$	183					$	475

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

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

(3) Included in Future policy benefits on the Condensed Consolidated Balance Sheets.

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

N/A - Not applicable

Based on the notional amounts, a substantial portion of the Company’s derivative positions was not designated or did not qualify for hedge accounting as part of a hedging relationship as of September 30, 2022 and December 31, 2021. The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. These derivatives do not qualify for hedge accounting as they do not meet the criteria of being "highly effective" as outlined in ASC Topic 815, but do provide an economic hedge, which is in line with the Company’s risk management objectives. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company does not seek hedge accounting treatment for certain of these derivatives as they generally do not qualify for hedge accounting due to the criteria required under the portfolio hedging rules outlined in ASC Topic 815. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments that do not qualify as effective accounting hedges under ASC Topic 815.

			35

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Although the Company has not elected to net its derivative exposures, the notional amounts and fair values of Over-The-Counter ("OTC") and cleared derivatives excluding exchange traded contracts are presented in the tables below as of the dates indicated:

			September 30, 2022
			Notional Amount						Asset Fair Value						Liability Fair Value
Credit contracts			$	177					$	—					$	3
Equity contracts			197						1						6
Foreign exchange contracts			941						135						3
Interest rate contracts			13,439						353						370
									489						382
Counterparty netting(1)									(310)						(310)
Cash collateral netting(1)									(121)						(63)
Securities collateral netting(1)									(11)						(1)
Net receivables/payables									$	47					$	8

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

			December 31, 2021
			Notional Amount						Asset Fair Value						Liability Fair Value
Credit contracts			$	135					$	1					$	1
Equity contracts			239						4						2
Foreign exchange contracts			923						19						19
Interest rate contracts			12,003						147						209
									171						231
Counterparty netting(1)									(156)						(156)
Cash collateral netting(1)									(12)						(70)
Securities collateral netting(1)									(2)						(2)
Net receivables/payables									$	1					$	3

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

Collateral

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

As of September 30, 2022, the Company held $127 and pledged $61 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2021, the Company held $17 and pledged $71 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of September 30, 2022, the Company delivered $149 of securities and held $11 of securities as collateral. As of December 31, 2021, the Company delivered $124 of securities and held $2 of securities as collateral.

			36

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Three Months Ended September 30,
			2022												2021
			Interest Rate Contracts						Foreign Exchange Contracts						Interest Rate Contracts						Foreign Exchange Contracts
Derivatives: Qualifying for hedge accounting
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income			Net investment income						Net investment income and Other net gains/(losses)						Net investment income						Net investment income and Other net gains/(losses)
Amount of Gain or (Loss) Recognized in Other Comprehensive Income			$	—					$	64					$	—					$	24
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income			—						4						—						3
			Nine Months Ended September 30,
			2022												2021
			Interest Rate Contracts						Foreign Exchange Contracts						Interest Rate Contracts						Foreign Exchange Contracts
Derivatives: Qualifying for hedge accounting
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income			Net investment income						Net investment income and Other net gains/(losses)						Net investment income						Net investment income and Other net gains/(losses)
Amount of Gain or (Loss) Recognized in Other Comprehensive Income			$	(2)					$	126					$	(1)					$	36
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income			—						9						—						2

			37

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Three Months Ended September 30,
			2022												2021
			Net investment income						Other net gains/(losses)						Net investment income						Other net gains/(losses)
Total amounts of line items presented in the statement of operations in which the effects of fair value or cash flow hedges are recorded			$	522					$	(111)					$	731					$	(103)
Derivatives: Qualifying for hedge accounting
Fair value hedges:
Foreign exchange contracts:
Hedged items			—						(6)						—						(2)
Derivatives designated as hedging instruments(1)			—						6						—						2
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income			4						—						3						—
			Nine Months Ended September 30,
			2022												2021
			Net investment income						Other net gains/(losses)						Net investment income						Other net gains/(losses)
Total amounts of line items presented in the statement of operations in which the effects of fair value or cash flow hedges are recorded			$	1,733					$	(614)					$	2,101					$	1,602
Derivatives: Qualifying for hedge accounting
Fair value hedges:
Foreign exchange contracts:
Hedged items			—						(13)						—						(3)
Derivatives designated as hedging instruments(1)			—						14						—						3
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income			9						—						7						(5)

(1) For the three months ended September 30, 2022, an immaterial portion of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earning. For the nine months ended September 30, 2022, $1 of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earning. For the three and nine months ended September 30, 2021, an immaterial portion of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earning.

			38

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Location of Gain or (Loss) Recognized in Income on Derivative						Three Months Ended September 30,
									2022						2021
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts			Other net gains (losses)						$	176					$	10
Foreign exchange contracts			Other net gains (losses)						—						—
Equity contracts			Other net gains (losses)						(8)						(1)
Credit contracts			Other net gains (losses)						—						—
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments			Other net gains (losses)						(2)						(1)
Within products			Other net gains (losses)						1						7
Within reinsurance agreements(1)			Policyholder benefits						57						18
Managed custody guarantees			Other net gains (losses)						(6)						(1)
Total									$	218					$	32
			Location of Gain or (Loss) Recognized in Income on Derivative						Nine Months Ended September 30,
									2022						2021
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts			Other net gains (losses)						$	328					$	(13)
Foreign exchange contracts			Other net gains (losses)						(2)						(2)
Equity contracts			Other net gains (losses)						(36)						11
Credit contracts			Other net gains (losses)						(4)						1
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments			Other net gains (losses)						(8)						(6)
Within products			Other net gains (losses)						23						38
Within reinsurance agreements(1)			Policyholder benefits						233						41
Managed custody guarantees			Other net gains (losses)						(8)						3
Total									$	526					$	73

(1) For the three and nine months ended September 30, 2022, the amount excluded gains (losses) of $(3) and $(2), respectively, from standalone derivatives recognized in Other net gains (losses). For the three and nine months ended September 30, 2021, the amount excluded gains (losses) of $(1) and $3, respectively, from standalone derivatives recognized in Other net gains (losses).

			39

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

5.    Fair Value Measurements (excluding Consolidated Investment Entities)

Fair Value Measurement

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of September 30, 2022:

			Level 1						Level 2						Level 3						Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries			$	516					$	216					$	—					$	732
U.S. Government agencies and authorities			—						49						—						49
State, municipalities and political subdivisions			—						864						—						864
U.S. corporate public securities			—						8,800						15						8,815
U.S. corporate private securities			—						2,839						1,743						4,582
Foreign corporate public securities and foreign governments(1)			—						2,854						—						2,854
Foreign corporate private securities(1)			—						2,654						404						3,058
Residential mortgage-backed securities			—						3,956						26						3,982
Commercial mortgage-backed securities			—						4,009						—						4,009
Other asset-backed securities			—						2,022						72						2,094
Total fixed maturities, including securities pledged			516						28,263						2,260						31,039
Equity securities			134						8						195						337
Derivatives:
Interest rate contracts			5						353						—						358
Foreign exchange contracts			—						135						—						135
Equity contracts			1						1						—						2
Embedded derivative on reinsurance			—						109						—						109
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements			2,035						3						—						2,038
Assets held in separate accounts			70,169						5,472						339						75,980
Total assets			$	72,860					$	34,344					$	2,794					$	109,998
Percentage of Level to total			66		%				31		%				3		%				100		%
Liabilities:
Derivatives:
Guaranteed benefit derivatives(2)			—						—						33						33
Other derivatives:
Interest rate contracts			—						371						—						371
Foreign exchange contracts			—						3						—						3
Equity contracts			—						6						—						6
Credit contracts			—						3						—						3
Embedded derivative on reinsurance			—						(15)			(3)			89						74
Total liabilities			$	—					$	368					$	122					$	490

(1) Primarily U.S. dollar denominated.

(2) Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.

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

			40

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2021:

			Level 1						Level 2						Level 3						Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries			$	745					$	258					$	—					$	1,003
U.S. Government agencies and authorities			—						81						—						81
State, municipalities and political subdivisions			—						1,111						—						1,111
U.S. corporate public securities			—						11,925						16						11,941
U.S. corporate private securities			—						3,415						1,910						5,325
Foreign corporate public securities and foreign governments(1)			—						3,723						—						3,723
Foreign corporate private securities(1)			—						3,148						353						3,501
Residential mortgage-backed securities			—						4,259						43						4,302
Commercial mortgage-backed securities			—						4,183						—						4,183
Other asset-backed securities			—						2,037						44						2,081
Total fixed maturities, including securities pledged			745						34,140						2,366						37,251
Equity securities			37						—						203						240
Derivatives:
Interest rate contracts			—						147						—						147
Foreign exchange contracts			—						19						—						19
Equity contracts			—						4						—						4
Credit contracts			—						1						—						1
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements			2,525						82						—						2,607
Assets held in separate accounts			94,943						5,174						316						100,433
Total assets			$	98,250					$	39,567					$	2,885					$	140,702
Percentage of Level to total			70		%				28		%				2		%				100		%
Liabilities:
Derivatives:
Guaranteed benefit derivatives(2)			—						—						48						48
Other derivatives:
Interest rate contracts			—						209						—						209
Foreign exchange contracts			—						19						—						19
Equity contracts			—						2						—						2
Credit contracts			—						1						—						1
Embedded derivative on reinsurance			—						109						87						196
Total liabilities			$	—					$	340					$	135					$	475

(1) Primarily U.S. dollar denominated.

(2) Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.

			41

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Valuation of Financial Assets and Liabilities at Fair Value

Certain assets and liabilities are measured at estimated fair value on the Company’s Consolidated Balance Sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The exit price and the transaction (or entry) price will be the same at initial recognition in many circumstances. However, in certain cases, the transaction price may not represent fair value. The fair value of a liability is based on the amount that would be paid to transfer a liability to a third-party with an equal credit standing. Fair value is required to be a market-based measurement that is determined based on a hypothetical transaction at the measurement date, from a market participant’s perspective. The Company considers three broad valuation approaches when a quoted price is unavailable: (i) the market approach, (ii) the income approach and (iii) the cost approach. The Company determines the most appropriate valuation technique to use, given the instrument being measured and the availability of sufficient inputs. The Company prioritizes the inputs to fair valuation approaches and allows for the use of unobservable inputs to the extent that observable inputs are not available.

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

The valuation approaches and key inputs for each category of assets or liabilities that are classified within Level 2 and Level 3 of the fair value hierarchy are presented below.

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

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

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

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

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

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

			42

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

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

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

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

Guaranteed benefit derivatives: The Company records reserves for annuity contracts containing GMWBL and GMWB riders. The guarantee is an embedded derivative and is required to be accounted for separately from the host variable annuity contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of market return scenarios and other market implied assumptions. These derivatives are classified as Level 3 liabilities in the fair value hierarchy.

The index-crediting feature in the Company's FIA contracts is an embedded derivative that is required to be accounted for separately from the host contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts for FIAs. The cash flow estimates are produced by market implied assumptions. These derivatives are classified as Level 3 liabilities in the fair value hierarchy.

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

The discount rate used to determine the fair value of the Company's GMWBL, GMWB, FIA, and Stabilizer embedded derivative liabilities and the stand-alone derivative for MCG includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk"). The nonperformance risk adjustment incorporates a blend of observable, similarly

			43

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

rated peer holding company credit spreads, adjusted to reflect the credit quality of the individual insurance subsidiary that issued the guarantee, as well as an adjustment to reflect the non-default spreads and the priority and recovery rates of policyholder claims.

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

Level 3 Financial Instruments

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

			44

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Three Months Ended September 30, 2022
			Fair Value as of July 1						Realized/Unrealized Gains (Losses) Included in:												Purchases						Issuances						Sales						Settlements						Transfers into Level 3						Transfers out of Level 3						Fair Value as of September 30						Change In Unrealized Gains (Losses) Included in Earnings(3)						Change In Unrealized Gains (Losses) Included in OCI(3)
									Net Income						OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities			$	19					$	—					$	(1)					$	3					$	—					$	—					$	(1)					$	—					$	(5)					$	15					$	—					$	—
U.S. corporate private securities			1,780						(2)						(94)						77						—						—						(40)						22						—						1,743						(2)						(95)
Foreign corporate public securities and foreign governments(1)			4						—						—						—						—						—						—						—						(4)						—						—						—
Foreign corporate private securities(1)			403						(2)						(11)						22						—						—						(4)						—						(4)						404						(2)						(11)
Residential mortgage-backed securities			31						(4)						—						2						—						—						—						—						(3)						26						(4)						—
Other asset-backed securities			63						—						(2)						21						—						—						(1)						—						(9)						72						(1)						(2)
Total fixed maturities, including securities pledged			2,300						(8)						(108)						125						—						—						(46)						22						(25)						2,260						(9)						(108)
Equity securities, at fair value			203						(8)						—						—						—						—						—						—						—						195						(8)						—
Derivatives:
Guaranteed benefit derivatives(2)(5)			(29)						(5)						—						—						—						—						1						—						—						(33)						—						—
Embedded derivatives on reinsurance			(86)						(3)						—						—						—						—						—						—						—						(89)						—						—
Assets held in separate accounts(4)			349						(9)						—						32						—						(16)						—						—						(17)						339						—						—

(1) Primarily U.S. dollar denominated.

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

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

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

(5) Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.

			45

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

			Nine Months Ended September 30, 2022
			Fair Value as of January 1						Realized/Unrealized Gains (Losses) Included in:												Purchases						Issuances						Sales						Settlements						Transfers into Level 3						Transfers out of Level 3						Fair Value as of September 30						Change In Unrealized Gains (Losses) Included in Earnings(3)						Change In Unrealized Gains (Losses) Included in OCI(3)
									Net Income						OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities			$	16					$	—					$	(1)					$	7					$	—					$	—					$	(1)					$	—					$	(6)					$	15					$	—					$	(1)
U.S. corporate private securities			1,910						(4)						(374)						235						—						—						(159)						145						(10)						1,743						(4)						(373)
Foreign corporate private securities(1)			353						(23)						(42)						115						—						—						(33)						148						(114)						404						(6)						(42)
Residential mortgage-backed securities			43						(19)						—						4						—						—						—						—						(2)						26						(19)						—
Other asset-backed securities			44						(1)						(6)						52						—						(10)						(7)						—						—						72						(1)						(6)
Total fixed maturities, including securities pledged			2,366						(47)						(423)						413						—						(10)						(200)						293						(132)						2,260						(30)						(422)
Equity securities, at fair value			203						(35)						—						27						—						—						—						—						—						195						(35)						—
Derivatives:
Guaranteed benefit derivatives (2)(5)			(48)						15						—						—						(1)						—						1						—						—						(33)						—						—
Embedded derivatives on reinsurance			(87)						(2)						—						—						—						—						—						—						—						(89)						—						—
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements			—						—						—						8						—						—						(8)						—						—						—						—						—
Assets held in separate accounts(4)			316						(35)						—						164						—						(20)						—						6						(92)						339						—						—

(1) Primarily U.S. dollar denominated.

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

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

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

(5) Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.

			46

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

			Three Months Ended September 30, 2021
			Fair Value as of July 1						Realized/Unrealized Gains (Losses) Included in:												Purchases						Issuances						Sales						Settlements						Transfers into Level 3						Transfers out of Level 3						Fair Value as of September 30						Change In Unrealized Gains (Losses) Included in Earnings(3)						Change In Unrealized Gains (Losses) Included in OCI(3)
									Net Income						OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities			$	23					$	—					$	1					$	12					$	—					$	—					$	(1)					$	—					$	—					$	35					$	—					$	1
U.S. corporate private securities			2,011						10						(13)						127						—						(22)						(142)						—						(37)						1,934						—						(11)
Foreign corporate public securities and foreign governments(1)			10						—						—						17						—						—						—						—						(10)						17						—						—
Foreign corporate private securities(1)			352						(15)						21						29						—						—						(6)						—						—						381						1						21
Residential mortgage-backed securities			46						(4)						—						16						—						—						—						—						(2)						56						(4)						(1)
Commercial mortgage-backed securities			2						—						—						10						—						—						—						—						—						12						—						—
Other asset-backed securities			78						—						(1)						9						—						—						(22)						—						(14)						50						—						1
Total fixed maturities, including securities pledged			2,522						(9)						8						220						—						(22)						(171)						—						(63)						2,485						(3)						11
Fixed maturities, trading, at fair value			45						—						—						—						—						—						(40)						—						—						5						—						—
Equity securities, at fair value			249						1						—						—						—						—						—						—						—						250						1						—
Derivatives:
Guaranteed benefit derivatives (2)(5)			(44)						3						—						—						(4)						—						1						—						—						(44)						—						—
Embedded derivatives on reinsurance			(85)						(1)						—						—						—						—						—						—						—						(86)						—						—
Assets held in separate accounts(4)			293						1						—						53						—						(6)						—						—						(30)						311						—						—

(1) Primarily U.S. dollar denominated.

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

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

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

(5)Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.

			47

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

			Nine Months Ended September 30, 2021
			Fair Value as of January 1						Realized/Unrealized Gains (Losses) Included in:												Purchases						Issuances						Sales						Settlements						Transfers into Level 3						Transfers out of Level 3						Fair Value as of September 30						Change In Unrealized Gains (Losses) Included in Earnings(3)						Change In Unrealized Gains (Losses) Included in OCI(3)
									Net Income						OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities			$	93					$	1					$	1					$	12					$	—					$	(25)					$	(1)					$	—					$	(46)					$	35					$	—					$	1
U.S. corporate private securities			1,900						50						(108)						210						—						(340)						(198)						545						(125)						1,934						(1)						(107)
Foreign corporate public securities and foreign governments(1)			—						—						—						17						—						—						—						—						—						17						—						—
Foreign corporate private securities(1)			457						(6)						19						30						—						(81)						(38)						—						—						381						3						16
Residential mortgage-backed securities			43						(11)						(1)						30						—						(7)						—						2						—						56						(11)						(1)
Commercial mortgage-backed securities			—						—						—						12						—						—						—						—						—						12						—						—
Other asset-backed securities			61						1						(3)						19						—						(5)						(45)						22						—						50						—						(1)
Total fixed maturities, including securities pledged			2,554						35						(92)						330						—						(458)						(282)						569						(171)						2,485						(9)						(92)
Fixed maturities, trading, at fair value			—						—						—						45						—						—						(40)						—						—						5						—						—
Equity securities, at fair value			172						14						—						225						—						(152)						(9)						—						—						250						(1)						—
Derivatives:
Guaranteed benefit derivatives (2)(5)			(84)						41						—						—						(4)						—						3						—						—						(44)						—						—
Other derivatives, net			1						—						—						—						—						—						(1)						—						—						—						(1)						—
Embedded derivatives on reinsurance			—						3						—						—						(89)						—						—						—						—						(86)						—						—
Assets held in separate accounts(4)			222						4						—						157						—						(7)						—						—						(65)						311						—						—

(1) Primarily U.S. dollar denominated.

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

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

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

(5) Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.

			48

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

For the three and nine months ended September 30, 2022 and 2021, the transfers in and out of Level 3 for fixed maturities were due to the variation in inputs relied upon for valuation each quarter. Securities that are primarily valued using independent broker quotes when prices are not available from one of the commercial pricing services are reflected as transfers into Level 3. When securities are valued using more widely available information, the securities are transferred out of Level 3 and into Level 1 or 2, as appropriate.

Significant Unobservable Inputs

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

Other Financial Instruments

The following disclosures are made in accordance with the requirements of ASC Topic 825 which requires disclosure of fair value information about financial instruments, whether or not recognized at fair value on the Condensed Consolidated Balance Sheets.

ASC Topic 825 excludes certain financial instruments, including insurance contracts and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

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

			September 30, 2022												December 31, 2021
			Carrying Value						Fair Value						Carrying Value						Fair Value
Assets:
Fixed maturities, including securities pledged			$	31,039					$	31,039					$	37,251					$	37,251
Equity securities			337						337						240						240
Mortgage loans on real estate			5,408						5,061						5,627						5,982
Policy loans			368						368						392						392
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements			2,038						2,038						2,607						2,607
Derivatives			495						495						171						171
Embedded derivative on reinsurance			109						109						—						—
Other investments			71						71						79						79
Assets held in separate accounts			75,980						75,980						100,433						100,433
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)			$	36,263					$	36,488					$	35,334					$	43,407
Funding agreements with fixed maturities			1,369						1,367						1,460						1,461
Supplementary contracts, immediate annuities and other			746						650						829						775
Derivatives:
Guaranteed benefit derivatives(2)			33						33						48						48
Other derivatives			383						383						231						231
Embedded derivative on reinsurance			74						74						196						196
Short-term debt			141						142						1						1
Long-term debt			2,094						1,932						2,595						2,991

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

(2) Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.

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

Financial Instrument			Classification
Mortgage loans on real estate			Level 3
Policy loans			Level 2
Other investments			Level 2
Funding agreements without fixed maturities and deferred annuities			Level 3
Funding agreements with fixed maturities			Level 2
Supplementary contracts and immediate annuities			Level 3
Short-term debt and Long-term debt			Level 2

			49

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

6.    Deferred Policy Acquisition Costs and Value of Business Acquired

The following tables present a rollforward of DAC and VOBA for the periods indicated:

			2022
			DAC						VOBA						Total
Balance as of January 1, 2022			$	1,217					$	161					$	1,378
Deferrals of commissions and expenses			84						4						88
Amortization:
Amortization, excluding unlocking (2)			(182)						(28)						(210)
Unlocking(1)			(29)						(15)						(44)
Interest accrued			73						24			(3)			97
Net amortization included in Condensed Consolidated Statements of Operations			(138)						(19)						(157)
Change due to unrealized capital gains/(losses) on available-for-sale securities			933						652						1,585
Balance as of September 30, 2022			$	2,096					$	798					$	2,894
			2021
			DAC						VOBA						Total
Balance as of January 1, 2021			$	1,440					$	70					$	1,510
Deferrals of commissions and expenses			73						5						78
Amortization:
Amortization, excluding unlocking(2)			(590)						(265)						(855)
Unlocking(1)			(21)						13						(8)
Interest accrued			81						27			(3)			108
Net amortization included in Condensed Consolidated Statements of Operations			(530)						(225)						(755)
Change due to unrealized capital gains/(losses) on available-for-sale securities			211						293						504
Balance as of September 30, 2021			$	1,194					$	143					$	1,337

(1) Includes the impacts of annual review of assumptions which typically occurs in the third quarter; and retrospective and prospective unlocking.

(2) There was no loss recognition during 2022. During 2021, the Company recorded loss recognition of $351 and $87 for DAC and VOBA, respectively.

(3) Interest accrued at the following rates for VOBA: 3.5% to 7.2% during 2022 and 2021.

7.    Reinsurance

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

			50

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			September 30, 2022
			Direct						Assumed						Ceded						Total, Net of Reinsurance
Assets
Premiums receivable			$	178					$	10					$	(209)					$	(21)
Reinsurance recoverable, net of allowance for credit losses			—						—						13,582						13,582
Total			$	178					$	10					$	13,373					$	13,561
Liabilities
Future policy benefits and contract owner account balances			$	52,445					$	1,056					$	—					$	53,501
Liability for funds withheld under reinsurance agreements			102						—						—						102
Total			$	52,547					$	1,056					$	—					$	53,603

			December 31, 2021
			Direct						Assumed						Ceded						Total, Net of Reinsurance
Assets
Premiums receivable			$	169					$	8					$	(213)					$	(36)
Reinsurance recoverable			—						—						13,671						13,671
Total			$	169					$	8					$	13,458					$	13,635
Liabilities
Future policy benefits and contract owner account balances			$	51,648					$	1,110					$	—					$	52,758
Liability for funds withheld under reinsurance agreements			203						—						—						203
Total			$	51,851					$	1,110					$	—					$	52,961

			51

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Three Months Ended September 30,
			2022						2021
Premiums:
Direct premiums			$	815					$	756
Reinsurance assumed			6						8
Reinsurance ceded			(214)						(191)
Net premiums			$	607					$	573
Fee income:
Gross fee income			$	533					$	587
Reinsurance assumed			5						4
Reinsurance ceded			(103)						(104)
Net fee income			$	435					$	487
Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders			$	1,474					$	1,227
Reinsurance assumed			13						16
Reinsurance ceded			(937)						(529)
Net interest credited and other benefits to contract owners / policyholders			$	550					$	714

			Nine Months Ended September 30,
			2022						2021
Premiums:
Direct premiums			$	2,443					$	2,288
Reinsurance assumed			19						22
Reinsurance ceded			(647)						(6,208)
Net premiums			$	1,815					$	(3,898)
Fee income:
Gross fee income			$	1,576					$	1,684
Reinsurance assumed			14						13
Reinsurance ceded			(311)						(316)
Net fee income			$	1,279					$	1,381
Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders			$	3,428					$	4,231
Reinsurance assumed			35						57
Reinsurance ceded			(1,605)						(7,078)
Net interest credited and other benefits to contract owners / policyholders			$	1,858					$	(2,790)

			52

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. As of September 30, 2022 and December 31, 2021, the Company has a deposit asset of $1.6 billion which is reported in Other assets on the accompanying Condensed Consolidated Balance Sheets.

8.     Share-based Incentive Compensation Plans

The Company has provided equity-based compensation awards to its employees under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the "2013 Omnibus Plan"), the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (the "2014 Omnibus Plan") and the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (the "2019 Omnibus Plan") (together, the "Omnibus Plans"). As of September 30, 2022, common stock reserved and available for issuance under the 2013 Omnibus Plan, the 2014 Omnibus Plan and the 2019 Omnibus Plan was 347,663, 3,050,166 and 7,756,078 shares, respectively.

The Company offers equity-based awards to Voya Financial, Inc. non-employee directors under the Voya Financial, Inc. 2013 Omnibus Non-Employee Director Incentive Plan ("Director Plan").

Compensation Cost

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Restricted Stock Unit (RSU) awards			$	8					$	8					$	38					$	34
Performance Stock Unit (PSU) awards			6						10						37						40
Stock options			—						—						—						1
Total share-based compensation expense			14						18						75						75
Income tax benefit			3						4						21						19
After-tax share-based compensation expense			$	11					$	14					$	54					$	56

Awards Outstanding

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

			RSU Awards																		PSU Awards
(awards in millions)			Number of Awards						Weighted Average Grant Date Fair Value																		Number of Awards						Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2022			1.4						$	57.53																	2.0						$	54.05
Adjustment for PSU performance factor			—						—																		0.2						59.13
Granted			0.8						65.32																		0.9						56.67
Vested			(0.7)						56.65																		(0.9)						50.28
Forfeited			—			*			61.14																		(0.1)						54.42
Outstanding as of September 30, 2022			1.5						$	60.84																	2.1						$	55.69

*Less than 0.1

			53

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Stock Options
(awards in millions)			Number of Awards						Weighted Average Exercise Price
Outstanding as of January 1, 2022			1.8						$	42.91
Granted			—						—
Exercised			(0.1)						40.68
Forfeited			—						—
Outstanding as of September 30, 2022			1.7						$	43.07
Vested, exercisable, as of September 30, 2022			1.7						$	43.07

9.     Shareholders' Equity

Noncontrolling Interest

Noncontrolling interest in limited partnerships increased from $1,568 at December 31, 2021 to $1,590 at September 30, 2022 as a result of an increase in net contributions and consolidation of one additional fund, partially offset by unfavorable market depreciation in limited partnership investments. See the Consolidated and Nonconsolidated Investment Entities Note to these Condensed Consolidated Financial Statements for additional details over changes in noncontrolling interest during the year and impacting Shareholders' Equity.

Redeemable Noncontrolling Interest

At September 30, 2022, the Company had a redeemable noncontrolling interest of $155 associated with Allianz's 24% economic stake in Newco. This redeemable noncontrolling interest has been classified as mezzanine equity because in the event of a change in control of the Company, which is not solely within the control of the Company, the redeemable noncontrolling interest could become redeemable for cash or other assets at the option of the holder. A change in control of the Company is not considered probable as of September 30, 2022. Therefore, the redeemable noncontrolling interest has not been remeasured to its redemption value.

Common Shares

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

			Common Shares
(shares in millions)			Issued						Held in Treasury						Outstanding
Balance, January 1, 2021			143.3						19.1						124.2
Common shares issued			0.1						—						0.1
Common shares acquired - share repurchase			—						17.9						(17.9)
Share-based compensation			2.4						1.0						1.4
Treasury Stock retirement			(36.8)						(36.8)						—
Balance, December 31, 2021			109.0						1.2						107.8
Common shares issued			—			*			—						—
Common shares acquired - share repurchase			—						11.7						(11.7)
Share-based compensation			1.7						0.6						1.1
Balance, September 30, 2022			110.7						13.5						97.2

*less than 0.1

			54

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Dividends declared per share of Common Stock were as follows for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Dividends declared per share of Common Stock			$	0.20					$	0.165					$	0.60					$	0.495

Share Repurchase Program

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

On April 28, 2022, the Board of Directors provided its most recent share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $500. The share repurchase authorization expires on June 30, 2023 (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 Board of Directors at any time.

The following table presents repurchases of the Company's common stock through share repurchase agreements with third-party financial institutions during the nine months ended September 30, 2022.

2022
Execution Date						Payment						Initial Shares Delivered						Closing Date						Additional Shares Delivered						Total Shares Repurchased
June 21, 2022						$	250					3,382,950						September 20, 2022						819,566						4,202,516
March 17, 2022						$	275					3,305,786						May 11, 2022						890,112						4,195,898

Warrants

On May 7, 2013, the Company issued to ING Group warrants to purchase up to 26,050,846 shares of the Company's common stock equal in the aggregate to 9.99% of the issued and outstanding shares of common stock at that date. The exercise price of the warrants at the time of issuance was $48.75 per share of common stock, subject to adjustments, including for stock dividends, cash dividends in excess of $0.01 per share a quarter, subdivisions, combinations, reclassifications and non-cash distributions. The warrants also provide for, upon the occurrence of certain change of control events affecting the Company, an increase in the number of shares to which a warrant holder will be entitled upon payment of the aggregate exercise price of the warrant. The warrants became exercisable to ING Group and its affiliates on January 1, 2017 and to all other holders starting on the first anniversary of the completion of the IPO (May 7, 2014). The warrants expire on the tenth anniversary of the completion of the IPO (May 7, 2023). The warrants are net share settled, which means that no cash will be payable by a warrant holder in respect of the exercise price of a warrant upon exercise, and are classified as permanent equity. They have been recorded at their fair value determined on the issuance date of May 7, 2013 in the amount of $94 as an addition and reduction to Additional-paid-in-capital. Warrant holders are not entitled to receive dividends. On March 12, 2018, ING Group sold its remaining interests in the warrants and no longer owns any warrants. On September 29, 2022, the Company paid a quarterly dividend of $0.20 per share on its common stock. As a consequence, the exercise price of the warrants to purchase shares of common stock was adjusted to $47.07 per share of common stock and the number of shares of common stock for which each warrant is exercisable has been adjusted to 1.035601267. As of September 30, 2022, no warrants have been exercised.

			55

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Preferred Stock

As of September 30, 2022 and December 31, 2021, there were 100,000,000 shares of preferred stock authorized. Preferred stock issued and outstanding are as follows:

									September 30, 2022															December 31, 2021
Series									Issued						Outstanding									Issued						Outstanding
6.125% Non-cumulative Preferred Stock, Series A									325,000						325,000									325,000						325,000
5.35% Non-cumulative Preferred Stock, Series B									300,000						300,000									300,000						300,000
Total									625,000						625,000									625,000						625,000

The declaration of dividends on preferred stock per share and in the aggregate were as follows for the periods indicated:

						Series A												Series B
Three Months Ended September 30,						Per Share						Aggregate						Per Share						Aggregate
2022						$	30.625					$	10					$	13.375					$	4
2021						30.625						10						13.375						4
Nine Months Ended September 30,
2022						$	61.250					$	20					$	40.125					$	12
2021						61.250						20						40.125						12

As of September 30, 2022, there were no preferred stock dividends in arrears.

			56

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

10.     Earnings per Common Share

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

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, except for per share data)			2022						2021						2022						2021
Earnings
Net income (loss) available to common shareholders:
Income (loss) from continuing operations			$	69					$	371					$	296					$	2,373
Less: Preferred stock dividends			14						14						32						32
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest			(138)						214						(20)						661
Income (loss) from continuing operations available to common shareholders			193						143						284						1,680
Income (loss) from discontinued operations, net of tax			—						(1)						—						7
Net income (loss) available to common shareholders			$	193					$	142					$	284					$	1,687
Weighted average common shares outstanding
Basic			97.9						113.4						101.9						118.8
Dilutive Effect:
Warrants			6.2						6.7						7.2						6.5
RSU awards			0.9						1.0						0.9						1.0
PSU awards			0.9						0.7						0.8						0.8
Stock Options			0.5						0.6						0.6						0.7
Diluted			106.4						122.4						111.4						127.8
Basic(1)
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders			$	1.98					$	1.25					$	2.79					$	14.13
Income (loss) from discontinued operations, net of taxes available to Voya Financial, Inc.'s common shareholders			$	—					$	(0.01)					$	—					$	0.06
Income (loss) available to Voya Financial, Inc.'s common shareholders			$	1.98					$	1.24					$	2.79					$	14.19
Diluted(1)
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders			$	1.82					$	1.16					$	2.55					$	13.14
Income (loss) from discontinued operations, net of taxes available to Voya Financial, Inc.'s common shareholders			$	—					$	(0.01)					$	—					$	0.05
Income (loss) available to Voya Financial, Inc.'s common shareholders			$	1.82					$	1.15					$	2.55					$	13.19

(1) Basic and diluted earnings per share are calculated using unrounded, actual amounts. Therefore, the components of earnings per share may not sum to its corresponding total.

			57

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

11.    Accumulated Other Comprehensive Income (Loss)

Shareholders' equity included the following components of AOCI as of the dates indicated:

			September 30,
			2022						2021
Fixed maturities, net of impairment			$	(3,669)					$	3,521
Derivatives(1)			187						82
DAC/VOBA adjustment on available-for-sale securities(2)			817						(821)			(3)
Premium deficiency reserve adjustment(2)			—						(15)
Other intangibles adjustment on available-for-sale securities(2)			(8)						5
Unrealized capital gains (losses), before tax			(2,673)						2,772
Deferred income tax asset (liability)			684						(459)
Net unrealized capital gains (losses)			(1,989)						2,313
Pension and other postretirement benefits liability, net of tax			3						3
AOCI			$	(1,986)					$	2,316

(1) Gains and losses reported in Accumulated Other Comprehensive Income (AOCI) from hedge transactions that resulted in the acquisition of an identified asset are reclassified into earnings in the same period or periods during which the asset acquired affects earnings. As of September 30, 2022, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $19.

(2) Upon adoption of ASU 2018-12 on January 1, 2023, the DAC/VOBA adjustments on available-for-sale securities, Premium deficiency reserve adjustment and Other intangibles adjustment on available-for-sale securities will be reversed as of the January 1, 2021 transition date and in subsequent periods.

(3) In connection with the closing of the Individual Life Transaction on January 4, 2021, the Company released stranded AOCI and reversed unrealized capital gains (losses) on available-for-sale securities associated with DAC for the disposed entities. In addition, the Company released the unrealized gains for the investments transferred associated with the reinsurance transactions entered into at closing.

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

			Three Months Ended September 30, 2022
			Before-Tax Amount						Income Tax (Benefit)						After-Tax Amount
Available-for-sale securities:
Fixed maturities			$	(1,743)					$	367					$	(1,376)
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations			(1)						—						(1)
DAC/VOBA			395						(83)						312
Other intangibles			(4)						1						(3)
Change in unrealized gains (losses) on available-for-sale securities			(1,353)						285						(1,068)
Derivatives:
Derivatives			63			(1)			(14)						49
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations			(5)						1						(4)
Change in unrealized gains (losses) on derivatives			58						(13)						45
Change in Accumulated other comprehensive income (loss)			$	(1,295)					$	272					$	(1,023)

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

			58

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

			Nine Months Ended September 30, 2022
			Before-Tax Amount						Income Tax (Benefit)						After-Tax Amount
Available-for-sale securities:
Fixed maturities			$	(6,954)					$	1,461					$	(5,493)
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations			89						(19)						70
DAC/VOBA			1,585			(1)			(333)						1,252
Premium deficiency reserve adjustment			14						(3)						11
Other intangibles			(13)						3						(10)
Change in unrealized gains (losses) on available-for-sale securities			(5,279)						1,109						(4,170)
Derivatives:
Derivatives			122			(2)			(26)						96
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations			(15)						3						(12)
Change in unrealized gains (losses) on derivatives			107						(23)						84
Change in Accumulated other comprehensive income (loss)			$	(5,172)					$	1,086					$	(4,086)

(1) See the Deferred Policy Acquisition Costs and Value of Business Acquired Note to these Condensed Consolidated Financial Statements for additional information.

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

			Three Months Ended September 30, 2021
			Before-Tax Amount						Income Tax (Benefit)						After-Tax Amount
Available-for-sale securities:
Fixed maturities			$	(196)					$	41					$	(155)
Other			(2)						—						(2)
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations			(22)						4						(18)
DAC/VOBA			56						(12)						44
Other intangibles			1						—						1
Change in unrealized gains (losses) on available-for-sale securities			(163)						33						(130)
Derivatives:
Derivatives			23			(1)			(4)						19
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations			(5)						1						(4)
Change in unrealized gains (losses) on derivatives			18						(3)						15
Change in Accumulated other comprehensive income (loss)			$	(145)					$	30					$	(115)

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

			59

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

			Nine Months Ended September 30, 2021
			Before-Tax Amount						Income Tax (Benefit)						After-Tax Amount
Available-for-sale securities:
Fixed maturities			$	(3,295)					$	461					$	(2,834)
Other			(2)						—						(2)
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations			(1,797)						377						(1,420)
DAC/VOBA			1,250			(1)			(263)						987
Premium deficiency reserve adjustment			445						(93)						352
Other intangibles			420						(88)						332
Change in unrealized gains (losses) on available-for-sale securities			(2,979)						394						(2,585)
Derivatives:
Derivatives			21			(2)			(4)						17
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations			(16)						3						(13)
Change in unrealized gains (losses) on derivatives			5						(1)						4
Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations			(1)						—						(1)
Change in pension and other postretirement benefits liability			(1)						—						(1)
Change in Accumulated other comprehensive income (loss)			$	(2,975)					$	393					$	(2,582)

(1) See the Deferred Policy Acquisition Costs and Value of Business Acquired Note to these Condensed Consolidated Financial Statements for additional information.

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

12.    Income Taxes

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

The Company's effective tax rate for the three and nine months ended September 30, 2022 was 31.7% and 14.2%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the dividends received deduction ("DRD"), tax credits and noncontrolling interest.

The Company's effective tax rate for the three months ended September 30, 2021 was 9.7%. The effective tax rate differed from the statutory rate of 21% primarily due to noncontrolling interest.

The Company's effective tax rate for the nine months ended September 30, 2021 was 4.2%. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the release of a stranded tax benefit in Other comprehensive income due to the Individual Life Transaction, noncontrolling interest and the effect of the DRD.

In August 2022, the Inflation Reduction Act ("IRA of 2022") was signed into law creating the corporate alternative minimum tax ("CAMT"). The IRA of 2022 has tasked the U.S. Department of Treasury with issuing regulations at a future date. As these

			60

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

regulations have not yet been issued, the Company is uncertain as to whether it will qualify for the CAMT and will continue to evaluate the applicability as more guidance is provided.

Valuation allowances are provided when it is considered more likely than not that some portion or all of the deferred tax assets ("DTAs") will not be realized. The Company reviews all available positive and negative evidence to determine if a valuation allowance is recorded, including historical and projected pre-tax book income, tax planning strategies and reversals of temporary differences. As of September 30, 2022, the Company had year-to-date losses on securities of $5,172 in Other comprehensive income primarily driven by increases in interest rates. The Company determined that the increase in unrealized losses on fixed income investments will be offset in future years by the ordinary income produced from these investments as they reach maturity. Additionally, operating income remained positive for the period and was largely consistent with the 2021 year-end valuation allowance analysis. After evaluating the positive and negative evidence, the Company did not change its judgement regarding the realization of DTAs. For more information related to the valuation allowance, refer to the Income Taxes Note to the Consolidated Financial Statements included in Part II, Item 8 of the Annual Report on form 10-K.

Tax Regulatory Matters

For the tax years 2020 through 2022, the Company participated in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"), which is a continuous audit program provided by the IRS. For the 2020 tax year, the Company was in the Compliance Maintenance Bridge ("Bridge") phase of CAP. In the Bridge phase, the IRS did not conduct any review or provide any letters of assurance for that tax year.

13.    Financing Agreements

Short-term and Long-term Debt

The following table summarizes the carrying value of the Company’s debt securities issued and outstanding as of September 30, 2022 and December 31, 2021:

			Issuer						Maturity						September 30, 2022						December 31, 2021
3.65% Senior Notes, due 2026 (2)(3)			Voya Financial, Inc.						06/15/2026						$	445					$	445
5.7% Senior Notes, due 2043 (2)(3)			Voya Financial, Inc.						07/15/2043						395						395
4.8% Senior Notes, due 2046 (2)(3)			Voya Financial, Inc.						06/15/2046						297						297
4.7% Fixed-to-Floating Rate Junior Subordinated Notes, due 2048(4)			Voya Financial, Inc.						01/23/2048						336						345
5.65% Fixed-to-Floating Rate Junior Subordinated Notes, due 2053(4)			Voya Financial, Inc.						05/15/2053						388						740
7.25% Voya Holdings Inc. debentures, due 2023(1)			Voya Holdings, Inc.						08/15/2023						140						140
7.63% Voya Holdings Inc. debentures, due 2026(1)			Voya Holdings, Inc.						08/15/2026						139						139
6.97% Voya Holdings Inc. debentures, due 2036(1)			Voya Holdings, Inc.						08/15/2036						79						79
8.42% Equitable of Iowa Companies Capital Trust II Notes, due 2027			Equitable of Iowa Capital Trust II						04/01/2027						13						13
1.00% Windsor Property Loan			Voya Retirement Insurance and Annuity Company						06/14/2027						3						3
Subtotal															2,235						2,596
Less: Current portion of long-term debt															141						1
Total															$	2,094					$	2,595

(1) Guaranteed by ING Group.

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

(3) Guaranteed by Voya Holdings.

(4) See the Junior Subordinated Notes section below.

As of September 30, 2022, the Company was in compliance with its debt covenants.

			61

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Aetna Notes

As of September 30, 2022, the outstanding principal amount of the Aetna Notes was $358, which is guaranteed by ING Group. As of September 30, 2022, the Company provided $365 of collateral benefiting ING Group, comprised of a deposit of $202 to a control account with a third-party collateral agent and $163 of letter of credit. The collateral may be exchanged at any time upon the posting of any other form of acceptable collateral to the account.

Junior Subordinated Notes

During the nine months ended September 30, 2022, the Company repurchased $357 par value of its 5.65% Fixed-to-Floating Rate Junior Subordinated Note, due 2053, on the open market, resulting in loss on debt extinguishment of $5, which is included in Interest expense on the Condensed Consolidated Statements of Operations.

During the nine months ended September 30, 2022, the Company repurchased $10 par value of its 4.7% Fixed-to-Floating Rate Junior Subordinated Note, due 2048, on the open market, resulting in gain on debt extinguishment of $1, which is included in Interest expense on the Condensed Consolidated Statements of Operations.

Senior Unsecured Credit Facility Agreement

As of September 30, 2022, the Company had a $500 senior unsecured credit facility with a syndicate of banks which expires November 1, 2024. The facility provides $500 of committed capacity for issuing letters of credit and the full $500 may be utilized for direct borrowings. As of September 30, 2022, there were no amounts outstanding as revolving credit borrowings and no amounts of LOCs outstanding under the senior unsecured credit facility. Under the terms of the facility, the Company is required to maintain a minimum net worth of $6,150, which may increase upon any future equity issuances by the Company.

14.    Commitments and Contingencies

Leases

During the nine months ended September 30, 2022, the Company recorded an impairment of $3 on its right-of-use asset associated with leased office space, which is included in Operating expenses in the Condensed Consolidated Statements of Operations. There was no impairment on the Company's right-of-use asset associated with leased office space during the three months ended September 30, 2022.

During the three and nine months ended September 30, 2021, the Company recorded an impairment of $3 and $16 respectively, on its right-of-use asset associated with leased office space, which is included in Operating expenses in the Condensed Consolidated Statements of Operations.

Commitments

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

As of September 30, 2022, the Company had off-balance sheet commitments to acquire mortgage loans of $147 and purchase limited partnerships and private placement investments of $1,054, of which $398 related to consolidated investment entities.

			62

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Restricted Assets

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

			September 30, 2022						December 31, 2021
Fixed maturity collateral pledged to FHLB (1)			$	1,678					$	1,881
FHLB restricted stock(2)			71						78
Other fixed maturities-state deposits			34						46
Cash and cash equivalents			31						31
Securities pledged(3)			1,123						1,198
Total restricted assets			$	2,937					$	3,234

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

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

(3) Includes the fair value of loaned securities of $854 and $969 as of September 30, 2022 and December 31, 2021, respectively. In addition, as of September 30, 2022 and December 31, 2021, the Company delivered securities as collateral of $149 and $124 and repurchase agreements of $120 and $105, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the Condensed Consolidated Balance Sheets.

Federal Home Loan Bank Funding Agreements

The Company is a member of the FHLB of Des Moines and the FHLB of Boston and is required to pledge collateral to back funding agreements issued to the FHLB. As of September 30, 2022 and December 31, 2021, the Company had $1,369 and $1,461 respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021, assets with a market value of approximately $1,678 and $1,881, respectively, collateralized the FHLB funding agreements. Assets pledged to the FHLB are included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.

Litigation, Regulatory Matters and Contingencies

Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek or they may be required only to state an amount sufficient to meet a court's jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonably possible verdict. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including negligence, breach of contract, fraud, violation of regulation or statute, breach of fiduciary duty, negligent misrepresentation, failure to supervise, elder abuse and other torts.

As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.

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

			63

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of September 30, 2022, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $25.

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

Litigation includes Henkel of America v. ReliaStar Life Insurance Company, et al. (USDC District of Connecticut, No. 1:18cv-00965)(filed June 8, 2018). Plaintiff alleges that ReliaStar breached the terms of a stop loss policy it issued to Plaintiff by refusing to reimburse Plaintiff for more than $47 in claims incurred by participants in prior years and submitted for coverage under the stop loss policy. Plaintiff alleges a breach of contract claim or, in the alternative, that the stop loss policy be declared to cover the submitted claims, and also asserts that ReliaStar engaged in unfair trade practices and unfair insurance practices in violation of state statutes, and did so willfully and intentionally to warrant an award of punitive damages under state law. The Company denies the allegations, which it believes are without merit, and intends to defend the case vigorously.

Litigation also includes Ravarino, et al. v. Voya Financial, Inc., et al. (USDC District of Connecticut, No. 3:21-cv-01658)(filed December 14, 2021). In this putative class action, the plaintiffs allege that the named defendants breached their fiduciary duties of prudence and loyalty in the administration of the Voya 401(k) Savings Plan. The plaintiffs claim that the named defendants did not exercise proper prudence in their management of allegedly poorly performing investment options, including proprietary funds, and passed excessive investment-management and other administrative fees for proprietary and non-proprietary funds onto plan participants. The plaintiffs also allege that the defendants engaged in self-dealing through the inclusion of the Voya Stable Value Option into the plan offerings and by setting the “crediting rate” for participants’ investment in the Stable Value Fund artificially low in relation to Voya’s general account investment returns in order to maximize the spread and Voya’s profits at the participants’ expense. The complaint seeks disgorgement of unjust profits as well as costs incurred. The Company denies the allegations, which it believes are without merit, and intends to defend the case vigorously.

Finally, industry wide, life insurers continue to be exposed to class action litigation related to the cost of insurance rates and periodic deductions from cash value. Common allegations include that insurance companies have breached the terms of their universal life insurance policies by establishing or increasing the cost of insurance rates using cost factors not permitted by the contract, thereby unjustly enriching themselves. This litigation is generally known as cost of insurance litigation.

Cost of insurance litigation for the Company includes Advance Trust & Life Escrow Services, LTA v. ReliaStar Life Insurance Company (USDC District of Minnesota, No. 1:18-cv-02863)(filed October 5, 2018), a putative class action in which Plaintiff alleges that the Company’s universal life insurance policies only permitted the Company to rely upon the policyholders’ expected future mortality experience to establish the cost of insurance, and that as projected mortality experience improved, the policy language required the Company to decrease the cost of insurance. Plaintiff alleges that the Company did not decrease the cost of insurance as required, thereby breaching its contract with the policyholders, and seeks class certification. On March 29, 2022, the district court granted the Plaintiff’s motion for class certification and denied the Company’s motion for summary judgment. The Company denies the allegations in the complaint, believes the complaint to be without merit, and will defend the lawsuit vigorously.

			64

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

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

As of September 30, 2022, approximately $129 of previously accrued carried interest would be subject to full or partial reversal in future periods if cumulative fund performance hurdles are not maintained throughout the remaining life of the affected funds.

15.     Consolidated and Nonconsolidated Investment Entities

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

The Company has no right to the benefits from, nor does it bear the risks associated with consolidated investment entities beyond the Company’s direct equity and debt investments in and management fees generated from these entities. Such direct investments amounted to approximately $286 and $317 as of September 30, 2022 and December 31, 2021, respectively. If the Company were to liquidate, the assets held by consolidated investment entities would not be available to the general creditors of the Company as a result of the liquidation.

Consolidated VIEs and VOEs

Collateral Loan Obligations Entities ("CLOs")

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

In return for providing collateral management services, the Company earns investment management fees and contingent performance fees. In addition to earning fee income, the Company often invests in the subordinated debt of entities formed to be the issuers of CLO offerings during their warehouse periods. The Company’s investments in these CLOs are repaid when the CLOs’ warehouse periods are closed and the CLO offerings are issued. The Company performs ongoing monitoring of the consolidation assessment for CLOs during and after their warehouse periods to determine if Voya remains the primary beneficiary of the CLOs. The fee income earned and investments held are included in the Company's ongoing consolidation assessment for each CLO. The Company was the primary beneficiary of 8 and 7 CLOs as of September 30, 2022 and December 31, 2021, respectively. The one additional CLO was consolidated during the first half of 2022 with impacts reflected within the Cash and cash equivalents, Corporate loans, at fair value using the fair value option, CLO notes, at fair value using the fair value option, and Other liabilities within the CIE sections of the Company's Condensed Consolidated Balance Sheets. There was no impact to the Company's Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2022.

Limited Partnerships ("LPs")

The Company invests in and manages various limited partnerships, including private equity funds and hedge funds. The LPs generally have a ten-year life and have specified period during which investors can subscribe for limited partnership interests. Once the investors are admitted as limited partners, the investors are required to contribute capital when called by the general

			65

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

partners. The purpose of the LPs is to obtain subscriptions from limited partners and maximize the return to their partners by assembling a diversified portfolio of investments in private equity funds and other securities or assets with similar risk and return characteristics primarily through secondary market purchases. The majority of the investors in the LPs are unrelated parties to the Company. In return for subscriptions, each partner receives an equity interest in the LPs in proportion to its respective investment. These entities have been evaluated by the Company and are determined to be VIEs due to the equity holders, as a group, lacking the characteristics of a controlling financial interest.

In return for serving as the general partner of and providing investment management services to these entities, the Company earns management fees and carried interest in the normal course of business. Additionally, the Company often holds an investment in each limited partnership it manages, generally in the form of general partner and limited partner interests. The fee income, carried interest, and investments held are included in the Company’s ongoing consolidation analysis for each limited partnership. The Company consolidated 12 and 11 funds, which were structured as partnerships, as of September 30, 2022 and December 31, 2021, respectively. The one additional fund was consolidated during the three months ended September 30, 2022 with impacts reflected within the Limited partnerships/corporations, at fair value, Cash and cash equivalents, Other assets, and Other liabilities within the CIEs sections of the Company's Condensed Consolidated Balance Sheets, the Net investment income and Other expense within the CIEs sections of the Company's Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2022.

The noncontrolling interest related to these partnerships increased from $1,568 at December 31, 2021 to $1,590 at September 30, 2022. Changes in market value, contributions, and distributions related to these investments in partnerships directly impact the noncontrolling interest component of Shareholders' Equity on the Company's Condensed Consolidated Balance Sheets. The change in noncontrolling interest was primarily driven by an increase in net contributions and consolidation of one additional fund, partially offset by unfavorable market depreciation in limited partnership investments. The Company records the noncontrolling interest using a lag methodology relying on the most recent financial information available.

			66

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the components of the consolidated investment entities as of the dates indicated:

			September 30, 2022						December 31, 2021
Assets of Consolidated Investment Entities
VIEs
Cash and cash equivalents			$	95					$	171
Corporate loans, at fair value using the fair value option			1,161						1,111
Limited partnerships/corporations, at fair value			2,879						2,469
Other assets			60						28
Total VIE assets			4,195						3,779
Total assets of consolidated investment entities			$	4,195					$	3,779
Liabilities and Shareholders' Equity of Consolidated Investment Entities
VIEs
CLO notes, at fair value using the fair value option			$	1,028					$	880
Other liabilities			1,291						1,013
Total VIE liabilities			2,319						1,893
Total liabilities of consolidated investment entities			2,319						1,893
Noncontrolling interest			1,590						1,568
Total VIE shareholders' equity			1,590						1,568
Total liabilities and shareholders' equity of consolidated investment entities			$	3,909					$	3,461

Fair Value Measurement

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

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

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

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

			67

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

Cash and Cash Equivalents

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

CLOs

Corporate loans: Corporate loan investments, which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans maturing at various dates between 2023 and 2040, paying interest at LIBOR, SOFR, EURIBOR or PRIME plus a spread of up to 10.0%. As of September 30, 2022 and December 31, 2021, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $61 and $8, respectively. Less than 1.0% of the collateral assets were in default as of September 30, 2022 and December 31, 2021.

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

CLO notes: The CLO notes are backed by diversified loan portfolios consisting primarily of senior secured floating rate leveraged loans. Repayment risk is segmented into tranches with credit ratings of these tranches reflecting both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it. The most subordinated tranche bears the first loss and receives the residual payments, if any. The interest rates are generally variable rates based on LIBOR or EURIBOR plus a pre-defined spread, which varies from 1.0% for the more senior tranches to 8.8% for the more subordinated tranches. CLO notes mature in 2026 and 2034, and have a weighted average maturity of 11 years as of September 30, 2022. The investors in this debt are not affiliated with the Company and have no recourse to the general credit of the Company for this debt.

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

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

The following narrative indicates the sensitivity of inputs:

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

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

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

			68

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

Private Equity Funds

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

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

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

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

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

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

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

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

As of September 30, 2022 and December 31, 2021, certain private equity funds maintained term loans and revolving lines of credit of $1,203 and $1,214, respectively. The term loans mature in three to five years, and the revolving lines of credit are eligible for renewal every three years; all loans bear interest at LIBOR/EURIBOR plus 150 - 200 bps. The lines of credit are used for funding transactions before capital is called from investors, as well as for the financing of certain purchases. As of September 30, 2022 and December 31, 2021, outstanding borrowings amount to $1,113 and $697, respectively. The borrowings are reflected in Liabilities related to consolidated investment entities - other liabilities on the Company's Condensed Consolidated Balance Sheets. The borrowings are carried at an amount equal to the unpaid principal balance.

			69

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of September 30, 2022:

			Level 1						Level 2						Level 3						NAV						Total
Assets
Cash and cash equivalents			$	95					$	—					$	—					$	—					$	95
Corporate loans, at fair value using the fair value option			—						1,161						—						—						1,161
Limited partnerships/corporations, at fair value			—						—						—						2,879						2,879
Total assets, at fair value			$	95					$	1,161					$	—					$	2,879					$	4,135
Liabilities
CLO notes, at fair value using the fair value option			$	—					$	1,028					$	—					$	—					$	1,028
Total liabilities, at fair value			$	—					$	1,028					$	—					$	—					$	1,028

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of December 31, 2021:

			Level 1						Level 2						Level 3						NAV						Total
Assets
Cash and cash equivalents			$	171					$	—					$	—					$	—					$	171
Corporate loans, at fair value using the fair value option			—						1,111						—						—						1,111
Limited partnerships/corporations, at fair value			—						—						—						2,469						2,469
Total assets, at fair value			$	171					$	1,111					$	—					$	2,469					$	3,751
Liabilities
CLO notes, at fair value using the fair value option			$	—					$	880					$	—					$	—					$	880
Total liabilities, at fair value			$	—					$	880					$	—					$	—					$	880

Transfers of investments out of Level 3 and into Level 2 or Level 1, if any, are recorded as of the beginning of the period in which the transfer occurred. For the three and nine months ended September 30, 2022 and 2021, there were no transfers in or out of Level 3 or transfers between Level 1 and Level 2.

Deconsolidation of Certain Investment Entities

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

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

During the three and nine months ended September 30, 2022 and 2021, the Company had no deconsolidations.

			70

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Nonconsolidated VIEs

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

CLOs

As of September 30, 2022 and December 31, 2021, the Company held $374 and $415 ownership interests, respectively, in unconsolidated CLOs, which also represents the Company's maximum exposure to loss.

LPs

As of September 30, 2022 and December 31, 2021, the Company held $1,783 and $1,739 ownership interests, respectively, in unconsolidated limited partnerships, which also represents the Company's maximum exposure to loss.

Securitizations

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

16.     Restructuring

Organizational Restructuring

Pursuant to the Company executing the Resolution MTA and the Individual Life Transaction, the Company sold five of its legal subsidiaries, SLD, SLDI, RRII, MUL and VAE to Resolution Life US, which is an insurance holding company newly formed by RLGH, a Bermuda-based limited partnership. The Company also executed an agreement with Cetera on June 9, 2021, where Cetera acquired the independent financial planning channel of VFA. Additionally, the Company transferred or ceased usage of a substantial number of administrative systems and is undertaking restructuring efforts to reduce stranded expenses associated with its Individual Life business and independent financial planning channel as well as its corporate and shared services functions. The Company anticipates incurring additional restructuring expenses directly and indirectly related to these dispositions beyond the third quarter of 2022, of $15 to $25 in addition to the $91 incurred during 2021 and $22 incurred for the nine months ended September 30, 2022.

The restructuring activities related to the Individual Life Transaction and the sale of the independent financial planning channel have resulted in recognition of severance and organizational transition costs that are reflected in both continuing operations and discontinued operations. Amounts reflected in continuing operations are reported in Operating expenses in the Condensed Consolidated Statements of Operations, but excluded from Adjusted operating earnings before income taxes. These expenses are classified as a component of Other adjustments to Income (loss) from continuing operations before income taxes and consequently are not included in the adjusted operating results of the Company's segments.

			71

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The summary below presents Organizational Restructuring expenses, pre-tax, by type of costs incurred, for the periods indicated:

			Three Months Ended September 30,															Nine Months Ended September 30,									Cumulative Amounts Incurred to Date(1)
			2022						2021									2022						2021
Severance benefits			$	(2)					$	5								$	—					$	19		$	84
Organizational transition costs			5						19									22						57			414
Total restructuring expenses			$	3					$	24								$	22					$	76		$	498
Continuing operations			$	3					$	24								$	22					$	76		$	433
Discontinued operations			$	—					$	—								$	—					$	—		$	65

(1) Includes expenses incurred during 2017-2022.

The following table presents the accrued liability associated with Organizational Restructuring expenses as of September 30, 2022:

			Severance Benefits																		Organizational Transition Costs						Total
Accrued liability as of January 1, 2022			$	30																	$	22					$	52
Provision			—																		22						22
Payments			(8)																		(39)						(47)
Accrued liability as of September 30, 2022			$	22																	$	5					$	27

17.    Segments

On January 4, 2021, the Company completed a series of transactions pursuant to the Resolution MTA entered into on December 18, 2019 with Resolution Life US to sell several of its subsidiaries and the related Individual Life and fixed and variable annuities businesses within these subsidiaries. See the Business Held for Sale and Discontinued Operations Note to these Condensed Consolidated Financial Statements.

On March 15, 2021, the Company announced several updates to our operating model and leadership team. In conjunction with those updates, the Retirement and Employee Benefits segments were renamed to Wealth Solutions and Health Solutions, respectively. The Company will continue to provide its principal products and services through three segments: Wealth Solutions, Health Solutions and Investment Management.

Measurement

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

•Net investment gains (losses), net of related amortization of DAC, VOBA, sales inducements and unearned revenue, which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security

			72

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

income recognition for certain mortgage-backed obligations and changes in the fair value of derivative instruments, excluding realized gains (losses) associated with swap settlements and accrued interest;

•Net guaranteed benefit gains (losses), which are significantly influenced by economic and market conditions and are not indicative of normal operations, include changes in the fair value of derivatives related to guaranteed benefits, net of related reserve increases (decreases) and net of related amortization of DAC, VOBA and sales inducements, less the estimated cost of these benefits. The estimated cost, which is reflected in Adjusted operating results, reflects the expected cost of these benefits if markets perform in line with the Company's long-term expectations and includes the cost of hedging. Other derivative and reserve changes related to guaranteed benefits are excluded from adjusted operating earnings, including the impacts related to changes in the Company's nonperformance spread;

•Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business within continuing operations (including net investment gains (losses) on securities sold and expenses directly related to these transactions) and residual run-off activity (including an insignificant number of Individual Life, and non-Wealth Solution annuities policies that were not part of the divested businesses). Excluding this activity, which also includes amortization of intangible assets related to businesses exited or to be exited, better reveals trends in the Company's core business and more closely aligns Adjusted operating earnings before income taxes with how the Company manages its segments;

•Income (loss) attributable to noncontrolling interest, which represents the interest of shareholders, other than those of the Company, in the gains and (losses) of consolidated entities, such as Allianz's stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest and Allianz noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs to which the Company is not economically entitled;

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

•Income (loss) related to early extinguishment of debt, which includes losses incurred as a result of transactions where the Company repurchases outstanding principal amounts of debt. These losses are excluded from Adjusted operating earnings before income taxes since the outcome of decisions to restructure debt are not indicative of normal operations;

•Impairment of goodwill, value of management contract rights and value of customer relationships acquired, which includes losses as a result of impairment analysis; these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;

•Immediate recognition of net actuarial gains (losses) related to the Company's pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period. The Company immediately recognizes actuarial gains and (losses) related to pension and other postretirement benefit obligations and gains and losses from plan adjustments and curtailments. These amounts do not reflect normal, cash-settled expenses and are not indicative of current Operating expense fundamentals; and

•Other items not indicative of normal operations or performance of the Company's segments or related to events such as

capital or organizational restructurings undertaken to achieve long-term economic benefits, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other expenses associated with such activities, and expenses attributable to vacant real estate. These items vary widely in timing, scope and frequency between periods as well as between companies to which the Company is compared. Accordingly, the Company adjusts for these items as management believes that these items distort the ability to make a meaningful evaluation of the current and future performance of the Company's segments.

			73

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Income (loss) from continuing operations before income taxes			$	101					$	411					$	345					$	2,477
Less Adjustments:
Net investment gains (losses) and related charges and adjustments			(5)						(1)						(144)						66
Net guaranteed benefit gains (losses) and related charges and adjustments			(8)						(3)						(27)						2
Income (loss) related to businesses exited or to be exited through reinsurance or divestment			(14)						(173)						(111)						798
Income (loss) attributable to noncontrolling interest			(138)						214						(20)						661
Income (loss) related to early extinguishment of debt			1						—						(3)						(10)
Immediate recognition of net actuarial gains (losses) related to pension and other post-employment benefit obligations and gains (losses) from plan amendments and curtailments			—						—						4						—
Dividend payments made to preferred shareholders			14						14						32						32
Other adjustments			(47)						(28)						(116)						(86)
Total adjustments to income (loss) from continuing operations			$	(197)					$	22					$	(385)					$	1,463
Adjusted operating earnings before income taxes by segment:
Wealth Solutions			$	168					$	319					$	560					$	869
Health Solutions			149						71						217						171
Investment Management			51						63						129						180
Corporate			(57)						(65)						(163)						(207)
Total including Allianz noncontrolling interest			$	311					$	388					$	743					$	1,014
Less: Earnings (loss) attributable to Allianz noncontrolling interest			12						—						12						—
Total			$	299					$	388					$	730					$	1,014

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

•Net investment gains (losses) and related charges and adjustments, which are significantly influenced by economic and market conditions, including interest rates and credit spreads and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations and changes in the fair value of derivative instruments, excluding realized gains (losses) associated with swap settlements and accrued interest. These are net of related amortization of unearned revenue;

•Gains (losses) on changes in fair value of derivatives related to guaranteed benefits, which is significantly influenced by economic and market conditions and not indicative of normal operations, includes changes in the fair value of derivatives related to guaranteed benefits, less the estimated cost of these benefits. The estimated cost, which is reflected in Adjusted operating revenues, reflects the expected cost of these benefits if markets perform in line with the Company's long-term expectations and includes the cost of hedging. Other derivative and reserve changes related to guaranteed benefits are excluded from Adjusted operating revenues, including the impacts related to changes in the Company's nonperformance spread;

			74

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

•Revenues related to businesses exited or to be exited through reinsurance or divestment, which includes revenues associated with transactions to exit blocks of business within continuing operations (including net investment gains (losses) on securities sold related to these transactions) and residual run-off activity (including an insignificant number of Individual Life, and non-Wealth Solution annuities policies that were not part of the divested businesses). Excluding this activity better reveals trends in the Company's core business and more closely aligns Adjusted operating revenues with how the Company manages its segments;

•Revenues attributable to noncontrolling interest, which represents the interests of shareholders, other than the Company, in consolidated entities. Revenues attributable to noncontrolling interest represents such shareholders' interests in the gains and losses of those entities, or the attribution of results from consolidated VIEs or VOEs to which the Company is not economically entitled; and

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

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Total revenues			$	1,338					$	2,009					$	4,371					$	2,555
Adjustments:
Net investment gains (losses) and related charges and adjustments			(9)						(5)						(166)						(44)
Gains (losses) on change in fair value of derivatives related to guaranteed benefits			(8)						(3)						(27)						2
Revenues related to businesses exited or to be exited through reinsurance or divestment			(38)						57						(143)						(3,356)
Revenues attributable to noncontrolling interest			(130)						228						11						697
Other adjustments			30						44						66						358
Total adjustments to revenues			$	(156)					$	320					$	(258)					$	(2,343)
Adjusted operating revenues by segment:
Wealth Solutions			$	643					$	857					$	2,103					$	2,446
Health Solutions			646						606						1,933						1,796
Investment Management			192						200						542						582
Corporate			13						25						51						73
Total			$	1,494					$	1,689					$	4,629					$	4,898

Other Segment Information

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Investment Management intersegment revenues			$	23					$	23					$	68					$	68

			75

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

			September 30, 2022						December 31, 2021
Wealth Solutions			$	110,324					$	137,544
Health Solutions			2,751						3,002
Investment Management			1,532						1,226
Corporate			25,532						26,025
Total assets, before consolidation(1)			140,139						167,797
Consolidation of investment entities			3,909						3,465
Total assets			$	144,048					$	171,262

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

18.    Goodwill and Other Intangible Assets

Goodwill

Goodwill is the excess of cost over the estimated fair value of net assets acquired. As of September 30, 2022 and December 31, 2021, the Company had $252 and $72 in goodwill, respectively, which was related to the Investment Management, Wealth Solutions and Health Solutions segments. There is no accumulated impairment balance associated with goodwill. The Company performs a goodwill impairment analysis annually and more frequently if facts and circumstances indicate that goodwill may be impaired. The Company performed impairment testing as of December 31, 2021, and based on the analyses, concluded no goodwill impairment. No indicators of impairment were identified during the nine months ended September 30, 2022.

Other Intangible Assets

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

			Weighted Average Amortization Lives						September 30, 2022																		December 31, 2021
									Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Indefinite-life intangibles:
Customer Relationship lists			N/A						$	345					$	—					$	345					$	—					$	—					$	—
Management contract rights			N/A						5						—						5						—						—						—
Total indefinite-life intangibles									350						—						350						—						—						—
Definite-life intangibles:
Management contract rights			20 years						682						551						131						550						550						—
Customer relationship lists			20 years						134						109						25						134						104						30
Computer software			3 years						488						422						66						470						403						67
Total definite-life intangibles									1,304						1,082						222						1,154						1,057						97
Total intangible assets									$	1,654					$	1,082					$	572					$	1,154					$	1,057					$	97

Indefinite-life intangibles are not amortized, but instead are tested for impairment annually or when indicators of impairment exist. Amortization of definite-life intangible assets is included in the Condensed Consolidated Statements of Operations in Operating expenses. Amortization expense related to intangible assets were $10 and $27 for the three and nine months ended September 30, 2022 and $10 and $33 for three and nine months ended September 30, 2021.

			76

---

Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The estimated amortization of intangible assets are as follows:

Year						Amount
2022*						$	14
2023						41
2024						26
2025						17
2026						12
2027						11

*Estimated amortization for 2022 represents the expense for the remaining three months of 2022.

			77

---

Table of Contents

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

(Dollar amounts in millions, unless otherwise stated)

For the purposes of the discussion in this Quarterly Report on Form 10-Q, the term Voya Financial, Inc. refers to Voya Financial, Inc. and the terms “Company,” “we,” “our,” and “us” refer to Voya Financial, Inc. and its subsidiaries.

The following discussion and analysis presents a review of our consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 and financial condition as of September 30, 2022 and December 31, 2021. 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” section contained in our Annual Report on Form 10-K for the year ended December 31, 2021 ("Annual Report on Form 10-K").

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

Overview

We provide our principal products and services through three segments: Wealth Solutions, Health Solutions and Investment Management. Corporate includes activities not directly related to our segments and certain run-off activities that are not meaningful to our business strategy.

On June 9, 2021, we completed the sale of the independent financial planning channel of Voya Financial Advisors (“VFA”) to Cetera Financial Group, Inc. (“Cetera”), one of the nation's largest networks of independently managed broker-dealers. In connection with this transaction, we transferred more than 800 independent financial professionals serving retail customers with approximately $38 billion in assets under advisement to Cetera, while retaining approximately 500 field and phone-based financial professionals who support our Wealth Solutions business.

On July 25, 2022, we completed a series of transactions pursuant to a Combination Agreement dated June 13, 2022 (the “Agreement”) with Voya Investment Management LLC, a Delaware limited liability company and our indirect subsidiary (“Voya IM”), Allianz SE, a stock corporation organized and existing under the laws of the European Union and the Federal Republic of Germany (“Allianz”), Allianz Global Investors U.S. LLC, a Delaware limited liability company and an indirect subsidiary of Allianz (“AGI U.S.”), and VIM Holdings LLC, a newly formed Delaware limited liability company (“Newco”), pursuant to which the parties combined Voya IM with assets and teams comprising specified transferred strategies managed by AGI U.S. The acquisition enables us to increase international scale and distribution of our investment products and provides diverse investment strategies that meet the needs of a larger more global client base. In connection with the acquisition, we have incurred $37 million of transaction and integration expenses in the current quarter and expect to incur additional integration expenses in future periods. These expenses include consulting, legal and business integration expenses and are recorded in Operating expenses in our Condensed Consolidated Statements of Operations in the period they are incurred, but excluded from Adjusted operating earnings before income taxes. These expenses are classified as a component of Other adjustments to Income (loss) from continuing operations before income taxes and consequently are not included in the adjusted operating results of the Company's segments. For further details, refer to the Business, Basis of Presentation and Significant Accounting Policies Note to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

On November 1, 2022, Voya Investment Management Alternative Assets, LLC (“VIMAA”), one of our indirect subsidiaries, acquired all of the issued and outstanding equity interests of Czech Asset Management, L.P., a Delaware limited partnership, a private credit asset manager dedicated to the U.S. middle market pursuant to a sales and purchase agreement (“SPA”) entered into on August 1, 2022 with Czech Management GP, LLC, a Delaware limited liability company, and Czech Holdings, LLC, a Delaware limited liability company. The acquisition was executed for cash consideration and will expand VIMAA’s private and leveraged credit business and is subject to conditions as defined in the SPA.

On November 1, 2022, our Company and Origami Squirrel Acquisition Corp, a newly formed Delaware corporation and our wholly owned subsidiary (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”) with Benefitfocus, Inc. (“BNFT”), a Delaware corporation, pursuant to which, Merger Sub will merge with and into BNFT (the “Merger”), with BNFT surviving such Merger as our wholly owned subsidiary. The transaction is expected to close in the first quarter of 2023, subject to terms and customary closing conditions as set in the Merger agreement. For further details, refer to

			78

---

Table of Contents

the Business, Basis of Presentation and Significant Accounting Policies Note to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Discontinued Operations

The Individual Life Transaction

On January 4, 2021, we completed a series of transactions pursuant to a Master Transaction Agreement (the “Resolution MTA”) entered into on December 18, 2019, with Resolution Life U.S. Holdings Inc., a Delaware corporation (“Resolution Life US”), pursuant to which Resolution Life US acquired Security Life of Denver Company ("SLD"), Security Life of Denver International Limited ("SLDI") and Roaring River II, Inc. ("RRII") including several subsidiaries of SLD. We determined that the entities disposed of met the criteria to be classified as discontinued operations and that the sale represented a strategic shift that had a major effect on the Company’s operations. Income (loss) from discontinued operations, net of tax, for the nine months ended September 30, 2021 included a reduction to loss on sale, net of tax of $7 associated with the transaction. For more information related to this transaction, refer to the Discontinued Operations Note to the Consolidated Financial Statements included in Part II, Item 8 of the Annual Report on form 10-K.

Trends and Uncertainties

We describe known material trends and uncertainties that might affect our business in our Annual Report on Form 10-K for the year ended December 31, 2021, under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends and Uncertainties", and in other sections of that document, including "Risk Factors". In addition, we describe below in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") more recently developing known trends and uncertainties that we believe may materially affect our future liquidity, financial condition or results of operations. All statements in this section, other than statements of historical fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For a discussion of factors that could cause actual results, performance, or events to differ from those discussed in any forward-looking statement, including in a material manner, see “Note Concerning Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

COVID-19 and its Effect on the Global Economy

COVID-19, the disease caused by the novel coronavirus, has had a significant adverse effect on the global economy since March of 2020. Even though vaccinations are widely available in many countries, including the United States, the disease continues to spread throughout the world. The persistence of new infections, including the introduction of new variants, has impacted the re-opening of the U.S. economy and, even in regions where restrictions have largely been lifted, economic activity has been slow to recover. Longer-term, the economic outlook is uncertain, but may depend in significant part on progress with respect to effective therapies to treat COVID-19 or the approval of additional vaccines and the pace at which they are administered globally.

Effect on Voya Financial - Financial Condition, Capital and Liquidity

Because both public health and economic circumstances are changing so rapidly at present, it is impossible to predict how COVID-19 will affect Voya Financial’s future financial condition. Absent a further significant and prolonged market shock, however, we do not anticipate a material effect on our balance sheet, statutory capital, or liquidity. Our capital levels remain strong and significantly above our targets. As of September 30, 2022, our estimated combined RBC ratio, with adjustments for certain intercompany transactions, was 447%, above our 375% target.

During the nine months ended September 30, 2022, we completed repurchases of approximately $750 million of our common shares. We do not anticipate any reduction in our common shareholder dividend and continue to monitor the dividends-paying capacity of our insurance subsidiaries. We have distributed $1.2 billion in 2022 from our insurance subsidiaries.

Effect on Voya Financial - Results of Operations

Predicting with accuracy the consequences of COVID-19 on our results of operations is impossible. To date, the most significant effects of adverse economic conditions have been on our fee-based income, with net investment income experiencing milder effects. Underwriting income, principally affected by increases to mortality and morbidity due to the disease, has also been negatively affected.

			79

---

Table of Contents

Wealth Solutions

In Wealth Solutions, the effects of COVID-19 have become less distinguishable as other geopolitical developments have driven uncertainty in the macroeconomic environment. Ongoing equity market volatility and declines drive variability in AUM levels and associated fee-based margin. Higher interest rate levels have provided and may continue to provide some offsetting revenue lift on our general account fixed products. On a prospective basis, general economic uncertainty due to COVID-19, combined with other factors and events, could serve to negatively impact sales and flows into Wealth Solutions products.

Health Solutions

In Health Solutions, the effects from COVID-19 have been seen primarily in increased mortality claims on group life policies. We have not seen a significant increase in medical stop loss claims.

We expect mortality claims in group life to be elevated in 2022 due to COVID-19 related deaths, with the magnitude of such claims dependent on mortality rates from the disease. We currently estimate that, for every 10,000 incremental deaths in the United States due to COVID-19, we would see between $2 to $3 million of additional claims. Experience to date is consistent with this expectation.

Investment Management

The lingering effects of COVID-19 combined with geopolitical uncertainty are driving higher inflation resulting in equity market volatility and higher interest rates. In Investment Management, this has resulted in lower AUM levels in both equity and fixed income assets with a corresponding reduction of fee-based margin. While investment capital has been revaluated higher over the last year, lingering economic uncertainty resulted in investment capital results declining in the third quarter . The higher outflows seen with our retail business at the outset of the pandemic subsided in the prior year however retail outflows have increased in recent quarters due to market impacts. The pandemic has made generating new business leads more challenging, resulting in a reduction in sales meetings and activities that could drive a lower level of sales activity during the year. If the pandemic persists and the economy fails to grow, or declines from current levels, asset values could be negatively impacted resulting in lower management fee revenue and/or investment capital returns.

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 $39.2 billion as of September 30, 2022, consists predominantly of fixed income investments. In prior years during the prolonged low interest rate environment, the yield we earned on new investments has been lower than the yields earned on maturing investments, which were generally purchased in environments where interest rates were higher than current levels. We currently anticipate that proceeds that are reinvested in fixed income investments during 2022 will earn an average yield higher than the prevailing portfolio yield. However, heightened market volatility implies greater uncertainly around the path of interest rates and the outlook for new money investments going forward. New purchase yields at current market levels would be higher than the yield of maturing assets. In addition, movements in prevailing interest rates also influence the prices of fixed income investments that we sell on the secondary market rather than holding until maturity or repayment, with rising interest rates generally leading to lower prices in the secondary market, and falling interest rates generally leading to higher prices.

•We actively manage our investment portfolio and offer competitive product rates in the market. Several of our products pay guaranteed minimum rates such as fixed accounts and a portion of the stable value accounts included within defined contribution retirement plans. We are required to pay these guaranteed minimum rates even if earnings on our investment portfolio decline, with the resulting investment margin compression negatively impacting earnings. In addition, we expect more policyholders to hold policies (lower lapses) with comparatively high guaranteed rates longer in a low interest rate environment. Conversely, a rise in average yield on our investment portfolio will positively impact earnings if the average interest rate we pay on our products does not rise correspondingly. Similarly, we expect policyholders may be less likely to hold policies (higher lapses) with existing guarantees as interest rates rise.

			80

---

Table of Contents

For additional information on the impact of the continued low interest rate environment, see Risk Factors - The level of interest rates may adversely affect our profitability, particularly in the event of a continuation of the current low interest rate environment or a period of rapidly increasing interest rates in Part I, Item 1A. of our Annual Report on Form 10-K. Also, for additional information on our sensitivity to interest rates, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. of our Annual Report on Form 10-K.

Stranded Costs

As a result of the Individual Life Transaction, the historical revenues and certain expenses of the divested businesses have been classified as discontinued operations. Historical revenues and certain expenses of the businesses that have been divested via reinsurance at closing of the Individual Life Transaction (including an insignificant amount of Individual Life and non-Wealth Solutions annuities that are not part of the transaction) are reported within continuing operations, but are excluded from adjusted operating earnings as businesses exited or to be exited through reinsurance or divestment. Expenses classified within discontinued operations and businesses exited or to be exited through reinsurance include only direct operating expenses incurred by these businesses and then only to the extent that the nature of such expenses was such that we ceased to incur such expenses upon the close of the Individual Life Transaction. Certain other direct costs of these businesses, including those relating to activities for which we provide transitional services and for which we are reimbursed under transition services agreements (“TSAs”) are reported within continuing operations along with the associated revenues from the TSAs. Additionally, indirect costs, such as those related to corporate and shared service functions that were previously allocated to the businesses sold or divested via reinsurance, are reported within continuing operations. These costs ("Stranded Costs") and the associated revenues from the TSAs are reported within continuing operations in Corporate, since we do not believe that they are representative of the future run-rate of revenues and expenses of the continuing operations of our business segments. We have implemented a cost reduction strategy to address Stranded Costs and completed the removal of Stranded Costs during the third quarter of 2022. Some transformation initiatives related to TSAs will continue beyond the third quarter of 2022, however, they are not expected to result in any net Stranded Costs. Refer to Restructuring in the section below for more information on this program.

Restructuring

Organizational Restructuring

Pursuant to the Company executing the Resolution MTA and the Individual Life Transaction, the Company sold five of its legal subsidiaries, SLD, SLDI, RRII, MUL and VAE to Resolution Life US, which is an insurance holding company newly formed by RLGH, a Bermuda-based limited partnership. The Company also executed an agreement with Cetera on June 9, 2021, where Cetera acquired the independent financial planning channel of VFA. Additionally, the Company transferred or ceased usage of a substantial number of administrative systems and is undertaking restructuring efforts to reduce stranded expenses associated with its Individual Life business and independent financial planning channel as well as its corporate and shared services functions. The Company anticipates incurring additional restructuring expenses directly and indirectly related to these dispositions beyond the third quarter of 2022, of $15 million to $25 million in addition to the $91 million incurred during 2021 and $22 million incurred for the nine months ended September 30, 2022.

See the Restructuring Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on the restructuring activities related to the Individual Life Transaction.

Environmental, Social and Governance (“ESG”)

We have a multi-faceted ESG strategy which encompasses corporate issuance and governance, product and solution development, and ESG advocacy. We report periodically on our ESG activities in accordance with Global Reporting Initiative (GRI) Standards.

Environmental

We work to minimize our environmental impact while engaging our various stakeholders on climate-related topics. In particular, through the reduction of waste consumption and greenhouse gas emissions, the reduction of energy use, and the purchase of renewable energy certificates and offsets to compensate for energy consumption.

			81

---

Table of Contents

Social

We focus on workplace diversity, talent development and retention, including through fostering a safe and supportive workplace. We have prioritized increasing our diverse representation across all employee levels, as well as continuing to sustain the gender and racial parity of our workforce.

Governance

Our Board of directors consists of our Chairman and CEO and our CEO-Elect, together with 9 independent directors, including a lead independent director, each of whom is elected annually. Our Board also represents a diverse array of tenures, experiences and backgrounds, including gender parity.

Our management team aligns its priorities with the long-term interests of our shareholders through a requirement to own meaningful amounts of VOYA stock.

Operating Measures

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

AUM and AUA

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

			As of September 30,
($ in millions)			2022						2021
AUM and AUA:
Wealth Solutions			$	450,718					$	524,466
Health Solutions			1,952						1,941
Investment Management			369,210						313,399
Eliminations/Other			(110,958)						(122,282)
Total AUM and AUA(1)			$	710,922					$	717,524
AUM			426,206						387,044
AUA			284,716						330,480
Total AUM and AUA(1)			$	710,922					$	717,524

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

Terminology Definitions

Net gains (losses), net investment gains (losses) and related charges and adjustments, and Net guaranteed benefit gains (losses) and related charges and adjustments include changes in the fair value of derivatives. Increases in the fair value of derivative assets or decreases in the fair value of derivative liabilities result in "gains." Decreases in the fair value of derivative assets or increases in the fair value of derivative liabilities result in "losses."

In addition, we have certain products that contain guarantees that are embedded derivatives related to guaranteed benefits and index-crediting features, while other products contain such guarantees that are considered derivatives (collectively "guaranteed benefit derivatives").

			82

---

Table of Contents

Results of Operations - Company Condensed Consolidated

The following table presents a summary of condensed consolidated financial information for the periods indicated:

			Three Months Ended September 30,																		Nine Months Ended September 30,
($ in millions)			2022						2021						Change						2022						2021						Change
Revenues:
Net investment income			$	522					$	731					$	(209)					$	1,733					$	2,101					$	(368)
Fee income			435						487						(52)						1,279						1,381						(102)
Premiums			607						573						34						1,815						(3,898)						5,713
Net gains (losses)			(123)						(103)						(20)						(635)						1,602						(2,237)
Other revenue			33						46						(13)						117						530						(413)
Income (loss) related to consolidated investment entities			(136)						275						(411)						62						839						(777)
Total revenues			1,338						2,009						(671)						4,371						2,555						1,816
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders			550						714						(164)						1,858						(2,790)						4,648
Operating expenses			632						642						(10)						1,869						1,950						(81)
Net amortization of Deferred policy acquisition costs and Value of business acquired (1)			10						190						(180)						157						755						(598)
Interest expense			31						39						(8)						104						127						(23)
Operating expenses related to consolidated investment entities			14						13						1						38						36						2
Total benefits and expenses			1,237						1,598						(361)						4,026						78						3,948
Income (loss) from continuing operations before income taxes			101						411						(310)						345						2,477						(2,132)
Income tax expense (benefit)			32						40						(8)						49						104						(55)
Income (loss) from continuing operations			69						371						(302)						296						2,373						(2,077)
Income (loss) from discontinued operations, net of tax			—						(1)						1						—						7						(7)
Net Income (loss)			69						370						(301)						296						2,380						(2,084)
Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest			(138)						214						(352)						(20)						661						(681)
Less: Preferred stock dividends			14						14						—						32						32						—
Net income (loss) available to our common shareholders			$	193					$	142					$	51					$	284					$	1,687					$	(1,403)

(1) Refer to DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further detail.

For additional information on reconciliations of Income (loss) from continuing operations to Adjusted operating earnings before income taxes and Total revenues to Adjusted operating revenues, and their relative contributions of each segment, see Segments Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

			83

---

Table of Contents

Consolidated - Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Total Revenues

Total revenues decreased $671 million from $2,009 million to $1,338 million. The following items contributed to the overall decrease.

Net investment income decreased $209 million from $731 million to $522 million primarily due to:

•lower alternative investment and prepayment fee income primarily driven by the impact of equity market performance.

Fee income decreased $52 million from $487 million to $435 million primarily due to:

•lower fee income in Wealth Solutions primarily driven by low average equity markets and a lower earned rate.

The decrease was partially offset by:

•higher fee income in Investment Management primarily due to the addition of the AGI U.S. business, partially offset by lower average equity markets.

Premiums increased $34 million from $573 million to $607 million primarily due to:

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

Net gains (losses) increased $20 million from a loss of $103 million to a loss of $123 million primarily due to:

•higher unfavorable mark-to-market adjustments on securities subject to fair value option accounting due to interest rate movements;

•losses from market value changes associated with our reinsured businesses, which are fully offset by a corresponding amount in Interest credited and other benefits to contract owners/policyholders; and

•a favorable change in the allowance for losses on commercial mortgage loans in the prior period.

The increase was partially offset by:

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

Other revenue decreased $13 million from $46 million to $33 million primarily due to:

•lower revenue from transition services agreements.

The decrease was partially offset by:

•an unfavorable adjustment in the prior period to the gain on sale of the independent financial planning channel of VFA.

Income (loss) related to consolidated investment entities decreased $411 million from income of $275 million to loss of $136 million primarily due to:

•equity market impacts to limited partnership valuations.

Total Benefits and Expenses

Total benefits and expenses decreased $361 million from $1,598 million to $1,237 million. The following items contributed to the overall decrease.

			84

---

Table of Contents

Interest credited and other benefits to contract owners/policyholders decreased $164 million from $714 million to $550 million primarily due to:

•a reserve release in Health Solutions driven by third quarter annual assumption updates and lower claims in Group Life, primarily related to lower COVID-19 claims, partially offset by growth in Stop Loss and Voluntary blocks of business; and

•market value impacts and changes in the reinsurance deposit assets associated with our reinsured businesses, which are fully offset by a corresponding amount in Net gains (losses).

Operating expenses decreased $10 million from $642 million to $632 million primarily due to:

•lower incentive compensation in our Corporate and Investment Management segments primarily due to higher earnings in the prior period;

•lower restructuring charges;

•a prior period legal accrual in Wealth Solutions; and

•lower stranded costs in the current period due to increased benefits from cost savings.

The decrease was partially offset by:

•transaction and integration costs driven by the addition of the AGI U.S. business; and

•an increase in growth-based expenses in Health Solutions and higher expenses in Investment Management driven by the addition of the AGI U.S. business.

Net amortization of DAC/VOBA decreased $180 million from $190 million to $10 million primarily due to:

•unfavorable unlocking in business exited driven by third quarter annual assumption updates in the prior period; and

•higher favorable DAC unlocking in Wealth Solutions primarily due to third quarter annual assumption updates in the current period.

The decrease was partially offset by:

•unfavorable unlocking in business exited driven by interest rate movements.

Interest expense decreased $8 million from $39 million to $31 million primarily due to:

•lower interest expense as a result of cumulative debt extinguishment; and

•income related to debt extinguished at a discount during the current period.

Income Tax Expense

Income tax expense decreased $8 million from $40 million to $32 million primarily due to:

•a decrease in income before income taxes; and

•an increase in the dividends received deduction ("DRD").

The decrease was partially offset by:

•a change in noncontrolling interest.

Loss from Discontinued Operations, net of Tax

Income (loss) from discontinued operations, net of tax decreased $1 million from $1 million to $0 million primarily due to:

•a favorable adjustment to the Individual Life Transaction loss on sale, net of tax excluding costs to sell made in the prior period.

			85

---

Table of Contents

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

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

Net investment gains (losses) and related charges and adjustments increase $4 million from a loss of $1 million to a loss of $5 million primarily due to:

•higher unfavorable mark-to-market adjustments on securities subject to fair value option accounting due to interest rate movements.

The increase was partially offset by:

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

Net guaranteed benefit gains (losses) and related charges and adjustments increase $5 million from a loss of $3 million to a loss of $8 million primarily due to:

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

Income (loss) related to businesses exited or to be exited through reinsurance or divestment decreased $159 million from a loss of $173 million to a loss of $14 million primarily due to:

•prior period annual assumption updates which resulted in a write-down of DAC and VOBA related to our businesses ceded to SLD at the close of the Individual Life Transaction; and

•an unfavorable adjustment in the prior period related to the net gain related to the sale of the independent financial planning channel of VFA.

The decrease was partially offset by:

•unfavorable unlocking driven by interest rate movements.

Income (loss) related to early extinguishment of debt increased $1 million from $0 million to income of $1 million primarily due to:

•debt extinguished at a discount during the current period.

Other adjustments increased $19 million from a loss of $28 million to a loss of $47 million primarily due to:

•transaction and integration costs driven by the addition of the AGI U.S. business.

The increase was partially offset by:

•lower costs related to restructuring. See the Restructuring Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further description.

Consolidated - Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Total Revenues

Total revenues increased $1,816 million from $2,555 million to $4,371 million. The following items contributed to the overall increase.

Net investment income decreased $368 million from $2,101 million to $1,733 million primarily due to:

•lower alternative investment and prepayment fee income primarily driven by the impact of equity market performance.

			86

---

Table of Contents

Fee income decreased $102 million from $1,381 million to $1,279 million primarily due to:

•lower fee income in Wealth Solutions primarily driven by lower average equity markets and a lower earned rate; and

•amortization of unearned revenue in the prior period driven by the realized gains on the transfer of assets to a comfort trust pursuant to reinsurance agreements entered into concurrent with the close of the Individual Life Transaction.

The decrease was partially offset by:

•higher fee income in Investment Management primarily due to the addition of the AGI U.S. business, partially offset by lower average equity markets.

Premiums increased $5,713 million from $(3,898) million to $1,815 million primarily due to:

•the close of the Individual Life Transaction in the prior period, at which point RLI, VRIAC, and RLNY ceded substantially all of their Individual Life and Non-Wealth Solution Annuities businesses to SLD, which are fully offset by a corresponding amount in Interest credited and other benefits to contract owners/policyholders; and

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

Net gains (losses) changed $2,237 million from a gain of $1,602 million to a loss of $635 million primarily due to:

•higher realized gains in the prior period due to the transfer of assets to a comfort trust pursuant to reinsurance agreements entered into concurrent with the close of the Individual Life Transaction;

•higher unfavorable mark-to-market adjustments on securities subject to fair value option accounting due to interest rate movements;

•losses from market value changes associated with our reinsured businesses, which are fully offset by a corresponding amount in Interest credited and other benefits to contract owners/policyholders;

•a favorable change in the allowance for losses on commercial mortgage loans in the prior period; and

•a gain driven by the sale of our stake in a limited partnership interest in the prior period

The change was partially offset by:

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

Other revenue decreased $413 million from $530 million to $117 million primarily due to:

•a net gain in the prior period related to the sale of the independent financial planning channel of VFA;

•lower revenues driven by the sale of the independent financial planning channel of VFA during the prior period; and

•lower revenue from transition services agreements.

Income (loss) related to consolidated investment entities decreased $777 million from $839 million to $62 million primarily due to:

•equity market impacts to limited partnership valuations.

Total Benefits and Expenses

Total benefits and expenses increased $3,948 million from $78 million to $4,026 million. The following items contributed to the overall increase.

Interest credited and other benefits to contract owners/policyholders increased $4,648 million from $(2,790) million to $1,858 million primarily due to:

•the close of the Individual Life Transaction in the prior period, at which point, RLI, VRIAC, and RLNY ceded substantially all of their Individual Life and Non-Wealth Solutions Annuities businesses to SLD, which are fully offset by a corresponding amount in Premiums;

•higher benefits incurred in Health Solutions primarily due to growth in the business and non-Covid-19 Group Life impacts, partially offset by a reserve release driven by third quarter annual assumption updates and lower Covid-19 impacts; and

•a litigation reserve in the current period

			87

---

Table of Contents

The increase was partially offset by:

•amortization and loss recognition in the prior period driven by the realized gains on the transfer of assets to a comfort trust pursuant to reinsurance agreements entered into concurrent with the close of the Individual Life Transaction as well as other activities associated with the close which did not repeat; and

•market value impacts and changes in the reinsurance deposit asset associated with business reinsured, which are fully offset by a corresponding amount in Net gains (losses).

Operating expenses decreased $81 million from $1,950 million to $1,869 million primarily due to:

•lower expenses driven by the sale of the independent financial planning channel of VFA;

•lower incentive compensation in Corporate and Investment Management segments primarily due to higher earnings in the prior period;

•lower restructuring in the current period;

•lower stranded costs due to increased benefits from cost savings;

•a prior period legal accrual in Wealth Solutions; and

•a favorable true-up to the fourth quarter 2021 pension actuarial gain in the current period.

The decrease was partially offset by:

•a ceding commission paid in the prior period as part of the close of the Individual Life Transaction at which point RLI, VRIAC and RLNY ceded substantially all of the Individual Life and Non-Wealth Solution Annuities businesses to SLD;

•transaction and integration costs driven by the addition of the AGI U.S. business;

•an impairment to the fair value of a wholly owned office building;

•an increase in growth-based expenses in Wealth Solutions and Health Solutions and higher expenses in Investment Management driven by the addition of the AGI U.S. business, partially offset by lower commissions in Wealth Solutions driven by equity market declines; and

•an unfavorable change in quarterly pension costs.

Net amortization of DAC/VOBA decreased $598 million from $755 million to $157 million primarily due to:

•amortization and loss recognition in the prior period driven by the realized gains on the transfer of assets to a comfort trust pursuant to reinsurance agreements entered into concurrent with the close of the close of the Individual Life Transaction; and

•unfavorable unlocking in business exited driven by third quarter annual assumption updates in the prior period.

The decrease was partially offset by:

•unfavorable unlocking in business exited driven by interest rate movements.

Interest expense decreased $23 million from $127 million to $104 million primarily due to:

•lower interest expense as a result of cumulative debt extinguishment; and

•lower loss related to early extinguishment of debt in the current period compared to the prior period.

Income Tax Expense

Income tax expense decreased $55 million from $104 million to $49 million primarily due to:

•a decrease in income before income taxes.

The decrease was partially offset by:

•the release of a stranded tax benefit in Other comprehensive income in 2021 that did not reoccur in 2022;

•a change in noncontrolling interest; and

•a decrease in the DRD.

			88

---

Table of Contents

Loss from Discontinued Operations, net of Tax

Income (loss) from discontinued operations, net of tax decreased $7 million from $7 million to $0 million primarily due to:

•unfavorable adjustments to the Individual Life Transaction loss on sale, net of tax excluding costs to sell made in the prior period.

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

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

Net investment gains (losses) and related charges and adjustments changed $210 million from a gain of $66 million to a loss of $144 million primarily due to:

•a gain driven by the sale of our stake in a limited partnership interest in the prior period;

•a favorable change in the allowance for losses on commercial mortgage loans in the prior period; and

•higher unfavorable mark-to-market adjustments on securities subject to fair value option accounting due to interest rate movements.

The change was partially offset by:

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

Net guaranteed benefit gains (losses) and related charges and adjustments changed $29 million from a gain of $2 million to a loss of $27 million primarily due to:

•unfavorable changes in derivatives valuations due to interest rate movements.

Income (loss) related to businesses exited or to be exited through reinsurance or divestment changed $909 million from a gain of $798 million to a loss of $111 million primarily due to:

•the close of the Individual Life Transaction in the prior period at which point the transfer of assets to a comfort trust pursuant to the reinsurance agreements resulted in realized gains which were partially offset by intangibles amortization, loss recognition and other activities which did not repeat;

•a gain in the prior period related to the sale of the independent financial planning channel of VFA net of transaction-related costs to sell;

•unfavorable unlocking driven by interest rate movements; and

•a litigation reserve in the current period.

The change was partially offset by:

•prior period annual assumption updates which resulted in a write-down of DAC and VOBA related to our businesses ceded to SLD at the close of the Individual Life Transaction; and

•lower amortization related to our businesses exited.

Immediate recognition of net actuarial gains related to pension and other postretirement benefit obligations and gains from plan adjustments and curtailments increased $4 million from $0 million to $4 million primarily due to:

•an adjustment to the gain recorded in the fourth quarter of 2021. For further details on the gain recorded in the fourth quarter of 2021, see Critical Accounting Judgments and Estimates - Employee Benefits Plans in Part II, Item 7. of our Annual Report on Form 10-K.

Income (loss) related to early extinguishment of debt decreased $7 million from a loss of $10 million to a loss of $3 million primarily due to :

•lower premium paid to extinguish debt in the current period compared to the prior period.

			89

---

Table of Contents

Other adjustments increased $30 million from a loss of $86 million to a loss of $116 million primarily due to:

•transaction and integration costs driven by the addition of the AGI U.S. business; and

•an impairment to the fair value of a wholly owned office building.

The increase was partially offset by:

•lower costs related to restructuring. See the Restructuring Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further description.

Results of Operations - Segment by Segment

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

Wealth Solutions

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Adjusted operating revenues:
Net investment income and net gains (losses)			$	397					$	571					$	1,328					$	1,605
Fee income			230						272						725						786
Other revenue			16						14						51						56
Total adjusted operating revenues			643						857						2,103						2,446
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders			223						227						663						667
Operating expenses			271						288						822						848
Net amortization of DAC/VOBA			(19)						23						58						63
Total operating benefits and expenses			475						538						1,543						1,578
Adjusted operating earnings before income taxes (1)			$	168					$	319					$	560					$	869

(1) Three and nine months ended September 30, 2022 includes $48 million of favorable unlocking related to annual review of the assumptions. See DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

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

			As of September 30,
($ in millions)			2022						2021
Full Service			$	153,254					$	180,385
Recordkeeping			236,776						274,265
Total Defined Contribution			390,031						454,650
Investment-only Stable Value			38,944						41,329
Retail Client and Other Assets			21,743						28,487
Total Client Assets			$	450,718					$	524,466

			90

---

Table of Contents

			As of September 30,
($ in millions)			2022						2021
Fee-based			$	356,102					$	421,644
Spread-based			34,358						33,519
Investment-only Stable Value			38,944						41,329
Retail Client Assets			21,315						27,974
Total Client Assets			$	450,718					$	524,466

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Full Service - Corporate markets:
Deposits			$	3,305					$	3,928					$	11,012					$	11,226
Surrenders, benefits and product charges			(2,589)						(3,340)						(9,010)						(9,768)
Net flows			716						587						2,002						1,458
Full Service - Tax-exempt markets:
Deposits			1,235						1,371						4,196						4,860
Surrenders, benefits and product charges			(1,395)						(1,603)						(4,195)						(4,858)
Net flows			(161)						(232)						—						3
Total Full Service Net Flows			$	555					$	355					$	2,001					$	1,461
Recordkeeping and Stable Value:
Recordkeeping Net Flows			$	2,004					$	(1,753)					$	1,335					$	1,016
Investment-only Stable Value Net Flows			$	(84)					$	(719)					$	1,610					$	(1,378)

Wealth Solutions - Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Adjusted operating earnings before income taxes decreased $151 million from $319 million to $168 million primarily due to:

•lower alternative asset returns; and

•lower fee and other revenue primarily due to lower average equity markets and a lower earned rate.

The decrease was partially offset by:

•higher investment margin primarily driven by higher portfolio yield;

•higher favorable DAC unlocking primarily due to third quarter annual assumption updates in the current year; and

•a legal accrual in the prior year.

Wealth Solutions - Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Adjusted operating earnings before income taxes decreased $309 million from $869 million to $560 million primarily due to:

•lower alternative asset returns; and

•lower fee and other revenue resulting from the sale of the Financial Planning Channel, a lower earned rate and lower average equity markets.

The decrease was partially offset by:

•higher investment margin primarily driven by higher portfolio yield; and

			91

---

Table of Contents

•lower expenses primarily driven by the impact of the Financial Planning Channel sale, lower commissions as a result of equity market declines and a legal accrual in the prior year, partially offset by business growth

Health Solutions

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Adjusted operating revenues:
Net investment income and net gains (losses)			$	29					$	46					$	103					$	124
Fee income			19						19						58						50
Premiums			599						543						1,778						1,628
Other revenue			(2)						(2)						(5)						(5)
Total adjusted operating revenues			646						606						1,933						1,796
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders			343						406						1,264						1,247
Operating expenses			147						122						429						358
Net amortization of DAC/VOBA			7						7						23						20
Total operating benefits and expenses			497						535						1,716						1,625
Adjusted operating earnings before income taxes (1)			$	149					$	71					$	217					$	171

(1) Three and nine months ended September 30, 2022 includes $66 million of favorable reserve impact related to annual review of the assumptions. See Critical Accounting Judgments and Estimates in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Sales by Product Line:
Group life and Disability			$	4					$	18					$	104					$	99
Stop loss			42						24						389						341
Total group products			46						42						493						440
Voluntary (1)			12						11						136						122
Total sales by product line			$	58					$	53					$	629					$	561
Total gross premiums and deposits			$	707					$	611					$	2,037					$	1,820
Group life and Disability			$	817					$	771					$	817					$	771
Stop loss			1,259						1,184						1,259						1,184
Voluntary (1)			684						561						684						561
Total annualized in-force premiums			$	2,760					$	2,515					$	2,760					$	2,515
Loss Ratios:
Group life (interest adjusted) (2)			71.3		%				95.6		%				92.5		%				94.9		%
Stop loss			76.4		%				77.5		%				77.3		%				77.1		%
Total Loss Ratio (3)			71.1		%				71.6		%				71.1		%				71.6		%

(1) Includes Health Account Solutions products.

(2) Three and nine months ended September 30, 2022 loss ratio excludes $59 million of favorable reserve impact related to annual review of the assumptions.

(3) Total Loss Ratio is presented on a trailing twelve month basis.

			92

---

Table of Contents

Health Solutions - Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Adjusted Operating earnings before income taxes increased $78 million from $71 million to $149 million primarily due to:

•lower benefits incurred primarily due to a reserve release driven by third quarter annual assumption updates and lower Covid-19 impacts, partially offset by growth in the business; and

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

The increase was partially offset by:

•higher expenses primarily driven by business growth; and

•lower investment income primarily driven by alternative asset returns.

Health Solutions - Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Adjusted Operating earnings before income taxes increased $46 million from $171 million to $217 million primarily due to:

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

The increase was partially offset by:

•higher expenses primarily driven by business growth;

•lower investment income primarily driven by alternative asset returns; and

•higher benefits incurred primarily due to growth in the business and non-Covid-19 Group Life impacts, partially offset by a reserve release driven by third quarter annual assumption updates and lower Covid-19 impacts.

Investment Management

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Adjusted operating revenues:
Net investment income and net gains (losses)			$	(12)					$	28					$	4					$	84
Fee income			202						167						527						488
Other revenue			2						5						10						10
Total adjusted operating revenues			192						200						542						582
Operating benefits and expenses:
Operating expenses			142						138						412						402
Total operating benefits and expenses			142						138						412						402
Adjusted operating earnings before income taxes including Allianz noncontrolling interest			51						63						129						180
Less: Earnings (loss) attributable to Allianz noncontrolling interest			13						—						13						—
Adjusted operating earnings before income taxes			$	38					$	63					$	116					$	180

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Investment Management intersegment revenues			$	23					$	23					$	68					$	68

			93

---

Table of Contents

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

			As of September 30,
($ in millions)			2022						2021
External clients:
Institutional(1)			$	160,720					$	138,332
Retail(1)			118,016						75,352
Total external clients			278,735						213,684
General account			38,614						39,049
Total AUM(1)			317,349						252,733
AUA(2)			51,862						60,666
Total AUM and AUA(1)(2)			$	369,210					$	313,399

(1) Includes assets associated with the divested businesses.

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

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Net flows:
Institutional			$	(889)					$	(753)					$	3,330					$	(441)
Retail			(71)						(341)						(2,403)						(784)
Divested businesses			(467)						(708)						(1,660)						(2,213)
Total net flows			$	(1,427)					$	(1,802)					$	(733)					$	(3,438)

Investment Management - Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Adjusted operating earnings before income taxes including Allianz noncontrolling interest decreased $12 million from $63 million to $51 million primarily due to:

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

•higher operating expenses primarily driven by the AGI U.S. acquisition, partially offset by lower variable compensation.

The decrease was partially offset by:

•higher fee and other revenue primarily due to the AGI U.S. acquisition, partially offset by lower average equity markets and higher interest rates.

Investment Management - Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Adjusted operating earnings before income taxes including Allianz noncontrolling interest decreased $51 million from $180 million to $129 million primarily due to:

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

•higher operating expenses primarily driven by the AGI U.S. acquisition, partially offset by lower variable compensation due to lower earnings.

The decrease was partially offset by:

•higher fee and other revenue primarily due to the AGI U.S. acquisition, partially offset by lower average equity markets and higher interest rates.

			94

---

Table of Contents

Corporate

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Adjusted operating revenues:
Net investment income and net gains (losses)			$	—					$	1					$	—					$	3
Other revenue			13						24						51						69
Total adjusted operating revenues			13						25						51						73
Operating benefits and expenses:
Operating expenses(1)			21						34						75						123
Interest expense(2)			49						56						140						156
Total operating benefits and expenses			69						90						215						279
Adjusted operating earnings before income taxes including Allianz noncontrolling interest			(57)						(65)						(163)						(207)
Less: Earnings (loss) attributable to Allianz noncontrolling interest			(1)						—						(1)						—
Adjusted operating earnings before income taxes			$	(56)					$	(65)					$	(163)					$	(207)

(1) Primarily includes stranded costs related to the divested businesses, expenses from corporate activities, and expenses not allocated to our segments.

(2) Includes dividend payments made to preferred shareholders.

Corporate - Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Adjusted operating earnings before income taxes including Allianz noncontrolling interest improved $8 million from a loss of $65 million to a loss of $57 million primarily due to:

•lower incentive compensation expense in the current period driven by lower adjusted operating earnings before taxes;

•lower stranded costs related to the Individual Life transaction due to increased benefits from cost saving initiatives; and

•lower interest expense driven by cumulative debt extinguishments.

The improvement was partially offset by:

•lower revenue from transition services agreements associated with the Individual Life Transaction as agreements begin to roll off; and

•lower pension benefit driven by pension plan asset de-risking.

Corporate - Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Adjusted operating earnings before income taxes including Allianz noncontrolling interest improved $44 million from a loss of $207 million to a loss of $163 million primarily due to:

•lower incentive compensation expense in the current period driven by lower adjusted operating earnings before taxes;

•lower stranded costs related to the Individual Life transaction due to increased benefits from cost saving initiatives; and

•lower interest expense driven by cumulative debt extinguishments.

The improvement was partially offset by:

•lower pension benefit driven by pension plan asset de-risking; and

•lower revenue from transition services agreements associated with the Individual Life Transaction as agreements begin to roll off.

			95

---

Table of Contents

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. These alternative investments are carried at fair value, which is estimated based on the net asset value ("NAV") of these funds.

While investment income on these assets can be volatile, based on current plans, we expect to earn 9.0% on these assets over the long term.

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

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Wealth Solutions:
Alternative investment income			$	(26)					$	166					$	96					$	395
Average alternative investment			1,650						1,439						1,606						1,311
Health Solutions:
Alternative investment income			(3)						17						9						39
Average alternative investment			163						145						165						127
Investment Management:
Alternative investment income			(13)						28						3						84
Average alternative investment			333						331						344						303

DAC/VOBA and Other Intangibles Unlocking

Changes in Adjusted operating earnings before income taxes and Net income (loss) are influenced by increases and decreases in amortization of DAC, VOBA, deferred sales inducements ("DSI"), and unearned revenue ("URR"), collectively, "DAC/VOBA and other intangibles". Unlocking, described below, related to DAC, VOBA, DSI and URR, as well as amortization of net cost of reinsurance, are referred to as "DAC/VOBA and other intangibles unlocking"."

We amortize DAC/VOBA and other intangibles related to fixed and variable deferred annuity contracts over the estimated lives of the contracts in relation to the emergence of estimated gross profits. Assumptions as to mortality, persistency, interest crediting rates, returns associated with separate account performance, impact of hedge performance, expenses to administer the business and certain economic variables, such as inflation, are based on our experience and our overall short-term and long-term future expectations for returns available in the capital markets. At each valuation date, estimated gross profits are updated with actual gross profits and the assumptions underlying future estimated gross profits are evaluated for continued reasonableness. Adjustments to estimated gross profits require that amortization rates be revised retroactively to the date of the contract issuance, which is referred to as unlocking. As a result of this process, the cumulative balances of DAC/VOBA and other intangibles are adjusted with an offsetting benefit or charge to income to reflect changes in the period of the revision. An unlocking event that results in a benefit to income ("favorable unlocking") generally occurs as a result of actual experience or future expectations being favorable compared to previous estimates. Changes in DAC/VOBA and other intangibles due to contract changes or contract terminations higher than estimated are also included in "unlocking." At each valuation date, we evaluate these assumptions and, if actual experience or other evidence suggests that earlier assumptions should be revised, we adjust the reserve balance, with a related charge or credit to Policyholder benefits. These reserve adjustments are included in unlocking associated with all our segments. An unlocking event that results in a charge to income ("unfavorable unlocking") generally occurs as a result of actual experience or future expectations being unfavorable compared to previous estimates. As a result of unlocking, the amortization schedules for future periods are also adjusted.

The DAC/VOBA and other intangibles unlocking in the table below includes the net impact of the annual review of the assumptions. During the third quarter of 2022 and 2021, we completed our annual review of the assumptions, including projection model inputs, in each of our segments (except for Investment Management, for which assumption reviews are not relevant). As a result of this review, we have made a number of changes to our assumptions resulting in a net favorable impact of $48 million and $10 million to Adjusted operating earnings before income taxes in 2022 and 2021, respectively. The

			96

---

Table of Contents

favorable unlocking in third quarter 2022 was driven principally by higher interest rates. The favorable unlocking in third quarter 2021 was driven principally by changes in our asset return assumptions.

The following table presents the amount of DAC/VOBA and other intangibles unlocking included in segment Adjusted operating earnings before income taxes for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Wealth Solutions			$	50					$	7					$	30					$	28
Total DAC/VOBA and other intangibles unlocking			$	50					$	7					$	30					$	28

We also review the estimated gross profits for each of our blocks of business to determine recoverability of DAC/VOBA and other intangibles each period. If these assets are deemed to be unrecoverable, a write-down is recorded that is referred to as loss recognition. During the quarters ended September 30, 2022 and 2021, our annual review did not result in material loss recognition or premium deficiency reserve that impacted Adjusted operating earnings before income taxes. See Critical Accounting Judgments and Estimates in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information

Liquidity and Capital Resources

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

Consolidated Sources and Uses of Liquidity and Capital

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

Parent Company Sources and Uses of Liquidity

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

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

We estimate that our excess capital (which we define as the amount of capital and surplus 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, 2022, was approximately $0.7 billion.

			97

---

Table of Contents

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

			Nine Months Ended September 30,
($ in millions)			2022						2021
Beginning cash and cash equivalents balance			$	202					$	212
Sources:
Proceeds from loans from subsidiaries, net of repayments			—						42
Dividends and returns of capital from subsidiaries			1,176						1,559
Repayment of loans to subsidiaries, net of new issuances			169						—
Proceeds from Resolution sale			—						672
Amounts received from subsidiaries under tax sharing agreements, net			27						—
Sale of interest in wholly owned subsidiary			—						80
Settlement of amounts due from (to) subsidiaries and affiliates, net			35						—
Collateral received, net			—						5
Discounts and fees received for debt extinguishment			2						—
Asset maturities and investment income, net			25						190
Derivatives, net			—						20
Other, net			4						—
Total sources			1,438						2,568
Uses:
Repurchase of Senior Notes			—						76
Premium paid and other fees related to debt extinguishment			—						9
Payment of interest expense			81						90
Capital provided to subsidiaries			—						49
Repayments of loans from subsidiaries, net of repayments(1)			—						688
Debt repurchase			366						—
New issuances of loans to subsidiaries, net of repayments			51						—
Amounts paid to subsidiaries under tax sharing agreements, net			—						140
Payment of income taxes, net			13						—
Common stock acquired - Share repurchase			750						803
Share-based compensation			40						42
Dividends paid on preferred stock			32						32
Dividends paid on common stock			61						59
Collateral delivered, net			9						—
Derivatives, net			41						—
Other, net			—						46
Total uses			1,444						2,034
Net increase in cash and cash equivalents			(6)						534
Ending cash and cash equivalents balance			$	196					$	746

(1) Reflects netting of Intercompany receivable from subsidiaries of $35 million in Q3 of 2021

Share Repurchase Program and Dividends to Common Shareholders

See the Shareholders' Equity Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information relating to authorizations by the Board of Directors to repurchase our shares and amounts of common stock repurchased pursuant to such authorizations during the nine months ended September 30, 2022. As of September 30, 2022, we were authorized to repurchase shares up to an aggregate purchase price of $271 million.

			98

---

Table of Contents

On April 28, 2022, the Board of Directors provided its most recent share repurchase authorization, increasing the aggregate amount of our common stock authorized for repurchase by $500 million. The share repurchase authorization expires on June 30, 2023 (unless extended), and does not obligate us to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors at any time.

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

						Nine Months Ended September 30,
($ in millions)						2022						2021
Dividends paid on common shares						$	61					$	59
Repurchases of common shares (at cost)						750						833
Total						$	811					$	892

Liquidity

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

Capitalization

The primary components of our capital structure consist of debt and equity securities. Our capital position is supported by cash flows within our operating subsidiaries, the availability of borrowed funds under liquidity facilities, and any additional capital we raise to invest in the growth of the business and for general corporate purposes. We manage our capital position based on a variety of factors including, but not limited to, our financial strength, the credit rating of Voya Financial, Inc. and of its insurance company subsidiaries and general macroeconomic conditions.

Noncontrolling interest in limited partnerships, a component of Shareholders' Equity on our Condensed Consolidated Balance Sheets, increased as a result of an increase in net contributions and consolidation of one additional fund, partially offset by unfavorable market depreciation in limited partnership investments. See the Consolidated and Nonconsolidated Investment Entities Note to our Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details over changes in noncontrolling interest during the year and impacting capitalization.

As of September 30, 2022, we had $141 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, 2022:

($ in millions)			Beginning Balance						Issuance						Maturities and Repayment						Other Changes						Ending Balance
Total long-term debt			$	2,595					$	—					$	(366)					$	(135)					$	2,094

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.

			99

---

Table of Contents

Leverage Ratios

Our Leverage Ratios are a measure that we use to monitor the level of our debt relative to our capitalization. The following table presents our leverage ratios for the periods indicated:

			September 30,						December 31,
($ in millions)			2022						2021
Financial Debt
Total financial debt			$	2,235					$	2,596
Other financial obligations(1)			269						300
Total financial obligations			2,504						2,896
Mezzanine equity
Allianz noncontrolling interest			155						—
Equity
Preferred equity(2)			612						612
Common equity, excluding AOCI			5,467						5,541
Total shareholders' equity, excluding AOCI			6,079						6,153
AOCI			(1,986)						2,100
Total Voya Financial, Inc. shareholders' equity			4,093						8,253
Noncontrolling interest			1,590						1,568
Total shareholders' equity			$	5,683					$	9,821
Capital
Capitalization(3)			$	6,328					$	10,849
Adjusted capitalization(4)			$	8,342					$	12,717
Leverage Ratios
Debt-to-Capital(5)			35.3		%				23.9		%
Financial Leverage(6)			37.4		%				27.6		%

(1) Includes operating leases, capital leases, and unfunded pension plan after-tax.

(2) Includes preferred stock par value and additional paid-in-capital.

(3) Includes Total financial debt and Total Voya Financial, Inc. shareholders' equity.

(4) This measure is a Non-GAAP financial measure. Includes Total financial obligations, Mezzanine Equity, and Total shareholders' equity.

(5) Total financial debt divided by Capitalization.

(6) This measure is a Non-GAAP financial measure. Total financial obligations and Preferred equity divided by Adjusted capitalization.

Our Financial Leverage Ratio increased 980 basis points from 27.6% at December 31, 2021 to 37.4% at September 30, 2022. This increase was primarily driven by a decrease in Adjusted capitalization, partially offset by debt extinguishment. The decrease in Adjusted capitalization was primarily due to a reduction in Accumulated other comprehensive income from the increase in interest rates and credit spreads and repurchases of common stock, partially offset by the interest in VIM Holdings LLC, increases in Net income available to common shareholders, Mezzanine equity and in Noncontrolling interest. For further details about the change in Noncontrolling interest, refer to the Consolidated and Nonconsolidated Investment Entities Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Senior Unsecured Credit Facility

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

			100

---

Table of Contents

Other Credit Facilities

We have historically used credit facilities to provide collateral for affiliated reinsurance transactions with captive insurance subsidiaries. These arrangements, which facilitated the financing of statutory reserve requirements, primarily related to our divested businesses.

The following table summarizes our credit facilities as of September 30, 2022:

($ in millions)
Obligor / Applicant						Business Supported						Secured / Unsecured						Committed / Uncommitted						Expiration						Capacity						Utilization												Unused Commitment
Voya Financial, Inc.						Other						Unsecured						Committed						11/01/2024						$	500					$	—											$	500
Voya Financial, Inc.						Other						Unsecured						Committed						04/07/2025						200						163												37
Total																														$	700					$	163											$	537

Total fees associated with the credit facilities were immaterial for the nine months ended September 30, 2022 and 2021.

Voya Financial, Inc. Credit Support of Subsidiaries

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

•Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13 million principal amount Equitable Notes maturing in 2027, and provides a back-to-back guarantee to ING Group in respect of its guarantee of $358 million combined principal amount of Aetna Notes.

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

We did not recognize any asset or liability as of September 30, 2022 in relation to intercompany indemnifications, guarantees or support agreements. As of September 30, 2022, no guarantees existed in which we were required to currently perform under these arrangements.

Borrowings from Subsidiaries

We maintain revolving reciprocal loan agreements with a number of our life and non-life insurance subsidiaries that are used to fund short-term cash requirements that arise in the ordinary course of business. Under these agreements, either party may borrow up to the maximum allowable under the agreement for a term not more than 270 days. For life insurance subsidiaries, the amounts that either party may borrow under the agreement vary and are between 2% and 5% of the insurance subsidiary's statutory net admitted assets (excluding separate accounts) as of the previous year end depending on the state of domicile. As of September 30, 2022, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.3 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, 2022, Voya Financial, Inc. had $299 million outstanding borrowings from subsidiaries and had loaned $174 million to its subsidiaries.

Ratings

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

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

Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity's

			101

---

Table of Contents

ability to repay its indebtedness. These ratings are not a recommendation to buy or hold any of our securities and they may be revised or revoked at any time at the sole discretion of the rating organization.

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

Rating Agency

A.M. Best

Fitch, Inc.

Moody's Investors Service, Inc.

Standard & Poor's

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

("Fitch")(2)

("Moody's")(3)

("S&P")(4)

Long-term Issuer Credit Rating/Outlook:

Voya Financial, Inc.

(5)

BBB+/stable

Baa2/stable

BBB+/stable

Financial Strength Rating/Outlook:

Voya Retirement Insurance and Annuity Company

(5)

A/stable

A2/stable

A+/stable

ReliaStar Life Insurance Company

A/stable

A/stable

A2/stable

A+/stable

ReliaStar Life Insurance Company of New York

A/stable

A/stable

A2/stable

A+/stable

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

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

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

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

(5) Effective April 11, 2019, A.M. Best withdrew, at the Company’s request, its financial strength ratings with respect to Voya Financial, Inc. and Voya Retirement Insurance and Annuity Company.

Rating agencies use an "outlook" statement for both industry sectors and individual companies. For an industry sector, a stable outlook generally implies that over the next 12 to 18 months the rating agency expects ratings to remain unchanged among companies in the sector. For a particular company, an outlook generally indicates a medium or long-term trend in credit fundamentals, which if continued, may lead to a rating change. In June of 2021, Moody’s revised its outlook for the U.S. life insurance sector from negative to stable. In December of 2021, A.M. Best revised its outlook on the U.S. life insurance sector from negative to stable. Also in December 2021, Fitch revised its outlook for the U.S. life insurance sector from negative to neutral.

Restrictions on Dividends and Returns of Capital from Subsidiaries

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

Our Principal Insurance Subsidiary domiciled in Connecticut has ordinary dividend capacity for 2022. Our Principal Insurance Subsidiary domiciled in Minnesota currently has negative earned surplus and cannot make ordinary dividend payments. Any extraordinary dividend payment would be subject to domiciliary insurance regulatory approval, which can be granted or withheld at the discretion of the regulator.

We may receive dividends from or contribute capital to our wholly owned non-life insurance subsidiaries such as broker-dealers, investment management entities and intermediate holding companies.

			102

---

Table of Contents

Insurance Subsidiaries - Dividends, Returns of Capital, and Capital Contributions

The following table summarizes dividends by each of the Company's Principal Insurance Subsidiaries to its parent for the periods indicated:

			Dividends Paid												Extraordinary Distributions Paid
			Nine Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT)			$	48					$	78					$	809					$	474
ReliaStar Life Insurance Company ("RLI") (MN)			—						—						329						358

Off-Balance Sheet Arrangements

We have obligations for the return of non-cash collateral under an amendment to our securities lending program. Non-cash collateral received in connection with the securities lending program may not be sold or re-pledged by our lending agent, except in the event of default, and is not reflected on our Condensed Consolidated Balance Sheets. For information regarding obligations under this program, see the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

For changes in commitments related to the acquisition of mortgage loans and the purchase of limited partnerships and private placement investments related to consolidated investment entities, see the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Impact of New Accounting Pronouncements

For information regarding the impact of new accounting pronouncements, see the Business, Basis of Presentation and Significant Accounting Policies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Critical Accounting Judgments and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates and assumptions are evaluated on an on-going basis based on historical developments, market conditions, industry trends and other information that is reasonable under the circumstances. There can be no assurance that actual results will conform to estimates and assumptions and that reported results of operations will not be materially affected by the need to make future accounting adjustments to reflect changes in these estimates and assumptions from time to time. The inputs into our estimates and assumptions consider the economic implications of COVID-19 on our critical and significant accounting estimates. Those estimates are inherently subject to change and actual results could differ from those estimates, and the differences may be material to the accompanying Condensed Consolidated Financial Statements.

We have identified the following accounting judgments and estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability:

•Reserves for future policy benefits;

•DAC, VOBA and other intangibles (collectively, "DAC/VOBA and other intangibles");

•Valuation of investments and derivatives;

•Impairments;

•Income taxes;

•Contingencies; and

•Employee benefit plans.

In developing these accounting estimates, we make subjective and complex judgments that are inherently uncertain and subject to material changes as facts and circumstances develop. Although variability is inherent in these estimates, we believe the

			103

---

Table of Contents

amounts provided are appropriate based on the facts available upon preparation of the Condensed Consolidated Financial Statements.

The above critical accounting estimates are described in the Business, Basis of Presentation and Significant Accounting Policies Note and the Discontinued Operations Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K.

Assumptions and Periodic Review

Changes in assumptions can have a significant impact on DAC/VOBA and other intangibles balances, amortization rates, reserve levels and results of operations. Assumptions are management's best estimates of future outcome. We periodically review these assumptions against actual experience and, based on additional information that becomes available, update our assumptions. Deviation of emerging experience from our assumptions could have a significant effect on our DAC/VOBA and other intangibles, reserves and the related results of operations. During the third quarter of 2022 and 2021, we conducted our annual review of assumptions, including projection model inputs and made a number of changes to our assumptions which impacted the results of our segments included in our Net income (loss) and discussed below.

For the third quarter of 2022, the impact of annual assumption updates on Adjusted Operating earnings before income taxes was $114 million favorable. This is comprised of favorable DAC/VOBA unlocking in our Wealth Solutions business of $48 million driven by higher interest rates and favorable reserve impact in our Health Solutions business of $66 million driven by favorable mortality and morbidity experience. DAC/VOBA unlocking is reflected in Net amortization of Deferred policy acquisition costs and Value of business acquired, and reserve impact is reflected in Policyholder benefits in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022.

For the third quarter of 2021, the impact of annual assumption changes on Adjusted operating earnings before income taxes was $10 million favorable DAC/VOBA unlocking associated with our continuing operations. This was fully offset by $15 million unfavorable DAC/VOBA unlocking associated with our divested businesses and excluded from Adjusted operating earnings before income taxes for September 30, 2021. The favorable DAC/VOBA unlocking in our continuing operations for the third quarter of 2021 was primarily driven by changes in asset return assumptions.

During the third quarter of 2021, and as a result of the annual review of assumptions, we recorded loss recognition of $136 million for DAC/VOBA and established premium deficiency reserves of $225 million, both of which were related to our divested business and excluded from Adjusted operating earnings for the current period. Loss recognition related to DAC/VOBA and premium deficiency reserves were recorded in Net amortization of DAC/VOBA and Interest credited to contract owner account balances, respectively in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021.

During the first quarter of 2021 and as a result of the close of the Individual Life transaction, we reviewed our blocks of business to determine recoverability of DAC, VOBA and other intangibles. This review resulted in the write down of DAC/VOBA and recording loss recognition of $302 million associated with DAC/VOBA and the establishment of premium deficiency reserves of $221 million in our divested businesses. The loss recognition and establishment of premium deficiency reserves were recorded in the Condensed Consolidated Statements of Operations and excluded from Adjusted operating earnings for the nine months ended September 30, 2021.

Sensitivity

We perform sensitivity analyses to assess the impact that certain assumptions have on DAC/VOBA and other intangibles, as well as certain reserves. The following table presents the estimated instantaneous net impact to income from continuing operations of various assumption changes on our DAC/VOBA and other intangible balances and the impact on related reserves for future policy benefits and reinsurance. The effects are not representative of the aggregate impacts that could result if a combination of such changes to equity markets, interest rates and other assumptions occurred.

			104

---

Table of Contents

($ in millions)			As of September 30, 2022
			Continuing Operations
Decrease in long-term equity rate of return assumption by 100 basis points			$	(38)
A change to the long-term interest rate assumption of -50 basis points			(19)
A change to the long-term interest rate assumption of +50 basis points			16
An assumed increase in future mortality by 1%			—

Lower assumed equity rates of return, lower assumed interest rates, increased assumed future mortality and decreased equity market values generally decrease DAC/VOBA and other intangibles and increase future policy benefits, thus decreasing income before income taxes. Higher assumed interest rates generally increase DAC/VOBA and other intangibles and decrease future policy benefits, thus increasing income before income taxes.

Income Taxes

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

In August 2022, President Biden signed into law the Inflation Reduction Act of 2022 (“IRA of 2022”), which includes a 15% book income alternative minimum tax (“CAMT”) on corporations and a 1% excise tax on the fair market value of stock that is repurchased by publicly traded U.S. corporations or their specified affiliates. The CAMT and the excise tax are effective in taxable years beginning after December 31, 2022. The IRA of 2022 has tasked the U.S. Department of Treasury with issuing regulations at a future date. As these regulations have not yet been issued, we are uncertain as to whether we will qualify for the CAMT and will continue to evaluate the applicability as more guidance is provided. We do expect to be subject to the 1% excise tax but do not expect that it will have a material impact to our financial statements.

See the Income Taxes Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.

Investments (excluding Consolidated Investment Entities)

Investments for our general account are managed by our wholly owned asset manager, Voya Investment Management LLC, pursuant to investment advisory agreements with affiliates. In addition, our internal treasury group manages our holding company liquidity investments, primarily money market funds.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our investment strategy.

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

			105

---

Table of Contents

Portfolio Composition

The following table presents the investment portfolio as of the dates indicated:

			September 30, 2022												December 31, 2021
($ in millions)			Carrying Value						% of Total						Carrying Value						% of Total
Fixed maturities, available-for-sale, excluding securities pledged			$	27,850					70.5		%				$	33,699					73.9		%
Fixed maturities, at fair value option			2,066						5.2		%				2,354						5.2		%
Equity securities, at fair value			337						0.9		%				240						0.5		%
Short-term investments(1)			31						0.1		%				97						0.2		%
Mortgage loans on real estate			5,395						13.7		%				5,612						12.3		%
Policy loans			368						0.9		%				392						0.9		%
Limited partnerships/corporations			1,783						4.5		%				1,739						3.8		%
Derivatives			495						1.3		%				171						0.4		%
Other investments			71						0.1		%				79						0.2		%
Securities pledged			1,123						2.8		%				1,198						2.6		%
Total investments			$	39,519					100.0		%				$	45,581					100.0		%

(1) Short-term investments include investments with remaining maturities of one year or less, but greater than three months, at the time of purchase.

Fixed Maturities

The following tables present total fixed maturities, including securities pledged, by market sector as of the dates indicated:

			September 30, 2022
($ in millions)			Amortized Cost						% of Total						Fair Value						% of Total
Fixed maturities:
U.S. Treasuries			$	724					2.1		%				$	732					2.4		%
U.S. Government agencies and authorities			47						0.1		%				49						0.2		%
State, municipalities and political subdivisions			993						2.9		%				864						2.8		%
U.S. corporate public securities			10,180						29.4		%				8,815						28.3		%
U.S. corporate private securities			5,052						14.5		%				4,582						14.8		%
Foreign corporate public securities and foreign governments(1)			3,347						9.6		%				2,854						9.2		%
Foreign corporate private securities(1)			3,379						9.7		%				3,058						9.9		%
Residential mortgage-backed securities			4,233						12.2		%				3,982						12.8		%
Commercial mortgage-backed securities			4,490						12.9		%				4,009						12.9		%
Other asset-backed securities			2,298						6.6		%				2,094						6.7		%
Total fixed maturities, including securities pledged			$	34,743					100.0		%				$	31,039					100.0		%
(1) Primarily U.S. dollar denominated.

			106

---

Table of Contents

			December 31, 2021
($ in millions)			Amortized Cost						% of Total						Fair Value						% of Total
Fixed maturities:
U.S. Treasuries			$	764					2.2		%				$	1,003					2.7		%
U.S. Government agencies and authorities			69						0.2		%				81						0.2		%
State, municipalities and political subdivisions			1,000						2.9		%				1,111						3.0		%
U.S. corporate public securities			10,402						30.5		%				11,941						32.1		%
U.S. corporate private securities			4,889						14.3		%				5,325						14.3		%
Foreign corporate public securities and foreign governments(1)			3,373						9.9		%				3,723						10.0		%
Foreign corporate private securities(1)			3,320						9.7		%				3,501						9.4		%
Residential mortgage-backed securities			4,183						12.3		%				4,302						11.5		%
Commercial mortgage-backed securities			4,032						11.8		%				4,183						11.2		%
Other asset-backed securities			2,069						6.2		%				2,081						5.6		%
Total fixed maturities, including securities pledged			$	34,101					100.0		%				$	37,251					100.0		%
(1)Primarily U.S. dollar denominated.

As of September 30, 2022, the average duration of our fixed maturities portfolio, including securities pledged, is between 6.5 and 7.0 years.

Fixed Maturities Credit Quality - Ratings

For information regarding our fixed maturities credit quality ratings, see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Consolidated Financial Statements in Part II, Item 7. of our Annual Report on Form 10-K.

			107

---

Table of Contents

The following tables present credit quality of fixed maturities, including securities pledged, using NAIC designations as of the dates indicated:

($ in millions)			September 30, 2022
NAIC Quality Designation			1						2						3						4						5						6						Total Fair Value
U.S. Treasuries			$	732					$	—					$	—					$	—					$	—					$	—					$	732
U.S. Government agencies and authorities			49						—						—						—						—						—						49
State, municipalities and political subdivisions			797						67						—						—						—						—						864
U.S. corporate public securities			2,873						5,612						296						22						—						12						8,815
U.S. corporate private securities			1,672						2,555						248						100						7						—						4,582
Foreign corporate public securities and foreign governments(1)			888						1,793						104						55						—						14						2,854
Foreign corporate private securities(1)			416						2,474						130						28						10						—						3,058
Residential mortgage-backed securities			3,717						245						1						2						9						8						3,982
Commercial mortgage-backed securities			3,357						518						107						27						—						—						4,009
Other asset-backed securities			1,722						325						7						9						8						23						2,094
Total fixed maturities			$	16,223					$	13,589					$	893					$	243					$	34					$	57					$	31,039
% of Fair Value			52.2%						43.8%						2.9%						0.8%						0.1%						0.2%						100.0%
(1) Primarily U.S. dollar denominated.

($ in millions)			December 31, 2021
NAIC Quality Designation			1						2						3						4						5						6						Total Fair Value
U.S. Treasuries			$	1,003					$	—					$	—					$	—					$	—					$	—					$	1,003
U.S. Government agencies and authorities			81						—						—						—						—						—						81
State, municipalities and political subdivisions			1,003						105						3						—						—						—						1,111
U.S. corporate public securities			4,112						7,341						406						63						19						—						11,941
U.S. corporate private securities			1,787						3,111						319						105						3						—						5,325
Foreign corporate public securities and foreign governments(1)			1,151						2,389						160						23						—						—						3,723
Foreign corporate private securities(1)			310						2,850						185						82						—						74						3,501
Residential mortgage-backed securities			4,227						37						1						2						17						18						4,302
Commercial mortgage-backed securities			3,553						487						114						29						—						—						4,183
Other asset-backed securities			1,685						330						10						13						30						13						2,081
Total fixed maturities			$	18,912					$	16,650					$	1,198					$	317					$	69					$	105					$	37,251
% of Fair Value			50.8%						44.7%						3.2%						0.9%						0.2%						0.2%						100.0%
(1)Primarily U.S. dollar denominated.

			108

---

Table of Contents

The following tables present credit quality of fixed maturities, including securities pledged, using NAIC acceptable rating organizations ("ARO") ratings as of the dates indicated:

($ in millions)			September 30, 2022
ARO Quality Ratings			AAA						AA						A						BBB						BB and Below															Total Fair Value
U.S. Treasuries			$	732					$	—					$	—					$	—					$	—														$	732
U.S. Government agencies and authorities			41						8						—						—						—															49
State, municipalities and political subdivisions			62						496						241						65						—															864
U.S. corporate public securities			30						461						2,639						5,334						351															8,815
U.S. corporate private securities			58						164						1,373						2,617						370															4,582
Foreign corporate public securities and foreign governments(1)			8						156						791						1,708						191															2,854
Foreign corporate private securities(1)			—						58						302						2,531						167															3,058
Residential mortgage-backed securities			2,866						386						166						192						372															3,982
Commercial mortgage-backed securities			1,385						420						967						1,099						138															4,009
Other asset-backed securities			198						431						1,078						325						62															2,094
Total fixed maturities			$	5,380					$	2,580					$	7,557					$	13,871					$	1,651														$	31,039
% of Fair Value			17.3%						8.3%						24.3%						44.8%						5.3%															100.0%
(1)Primarily U.S. dollar denominated.

($ in millions)			December 31, 2021
ARO Quality Ratings			AAA						AA						A						BBB						BB and Below																		Total Fair Value
U.S. Treasuries			$	1,003					$	—					$	—					$	—					$	—																	$	1,003
U.S. Government agencies and authorities			70						—						11						—						—																		81
State, municipalities and political subdivisions			55						623						326						104						3																		1,111
U.S. corporate public securities			66						728						3,727						6,954						466																		11,941
U.S. corporate private securities			68						91						1,520						3,314						332																		5,325
Foreign corporate public securities and foreign governments(1)			8						229						1,045						2,233						208																		3,723
Foreign corporate private securities(1)			—						48						259						2,938						256																		3,501
Residential mortgage-backed securities			2,927						258						216						298						603																		4,302
Commercial mortgage-backed securities			1,600						424						869						1,166						124																		4,183
Other asset-backed securities			257						445						968						324						87																		2,081
Total fixed maturities			$	6,054					$	2,846					$	8,941					$	17,331					$	2,079																	$	37,251
% of Fair Value			16.3		%				7.6		%				24.0		%				46.5		%				5.6		%																100.0		%
(1)Primarily U.S. dollar denominated.

Fixed maturities rated BB and below may have speculative characteristics and changes in economic conditions or other circumstances that are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturities.

Unrealized Capital Losses

Gross unrealized capital losses on fixed maturities, including securities pledged, increased $3,699 million from $149 million to $3,848 million for the nine months ended September 30, 2022. The large increase in unrealized losses was driven by materially higher interest rates across the yield curve and moderately wider credit spreads. See section "Overview - Trends and Uncertainties" in this Management’s Discussion and Analysis.

			109

---

Table of Contents

As of September 30, 2022 and December 31, 2021, we held nineteen fixed maturities and one fixed maturity with unrealized capital loss in excess of $10 million, respectively. As of September 30, 2022 and December 31, 2021, the unrealized capital losses on these fixed maturities equaled $231 million or 6.0% and $12 million or 7.9% of the total unrealized losses, respectively.

As of September 30, 2022, we held $1.7 billion of energy sector fixed maturity securities, constituting 5.6% of the total fixed maturities portfolio, with gross unrealized capital losses of $182 million, including two energy sector fixed maturity securities with unrealized capital losses in excess of $10 million. The unrealized capital losses on these fixed maturity securities equaled $24 million. As of September 30, 2022, our fixed maturity exposure to the energy sector is comprised of 87.3% investment grade securities.

As of December 31, 2021, we held $2.2 billion of energy sector fixed maturity securities, constituting 5.9% of the total fixed maturities portfolio, with gross unrealized capital losses of $18 million, including one energy sector fixed maturity security with unrealized capital losses in excess of $10 million. The unrealized capital loss on this fixed maturity security equaled $12 million. As of December 31, 2021, our fixed maturity exposure to the energy sector is comprised of 86.2% investment grade securities.

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

CMO-B Portfolio

The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated:

($ in millions)						September 30, 2022																		December 31, 2021
NAIC Quality Designation						Amortized Cost						Fair Value						% Fair Value						Amortized Cost						Fair Value						% Fair Value
1						$	2,147					$	2,148					89.3		%				$	2,621					$	2,700					97.4		%
2						245						239						9.9		%				34						35						1.3		%
3						—						—						—		%				—						—						—		%
4						—						—						—		%				—						—						—		%
5						5						10						0.5		%				9						16						0.6		%
6						7						8						0.3		%				15						18						0.7		%
Total						$	2,404					$	2,405					100.0		%				$	2,679					$	2,769					100.0		%

For CMO securities where we elected the FVO, amortized cost represents the market values. For details on the NAIC designation methodology, see "Fixed Maturities Credit Quality-Ratings" in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.

The following table presents the notional amounts and fair values of interest rate derivatives used in our CMO-B portfolio as of the dates indicated:

			September 30, 2022																		December 31, 2021
($ in millions)			Notional Amount						Asset Fair Value						Liability Fair Value						Notional Amount						Asset Fair Value						Liability Fair Value
Derivatives non-qualifying for hedge accounting:
Interest Rate Contracts			$	12,955					$	225					$	345					$	9,770					$	80					$	146

The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.

			110

---

Table of Contents

The following table presents our CMO-B fixed maturity securities balances and tranche type as of the dates indicated:

($ in millions)						September 30, 2022																		December 31, 2021
Tranche Type						Amortized Cost						Fair Value						% Fair Value						Amortized Cost						Fair Value						% Fair Value
Inverse Floater						$	73					$	85					3.5		%				$	85					$	127					4.6		%
Interest Only (IO)						829						830						34.5		%				459						460						16.6		%
Inverse IO						575						578						24.1		%				1,072						1,107						40.0		%
Principal Only (PO)						80						82						3.4		%				110						116						4.2		%
Floater						6						6						0.2		%				7						7						0.3		%
Agency Credit Risk Transfer						762						745						31.0		%				910						915						33.0		%
Other						79						79						3.3		%				36						37						1.3		%
Total						$	2,404					$	2,405					100.0		%				$	2,679					$	2,769					100.0		%

During the nine months ended September 30, 2022, the market value of our CMO-B securities portfolio was lower on a combination of transactional activity and valuation movements among tranche types.

The following table presents returns for our CMO-B portfolio for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Net investment income (loss)			$	115					$	144					$	386					$	458
Net gains (losses)(1)			(92)						(127)						(359)						(466)
Income (loss) from continuing operations before income taxes			$	23					$	17					$	27					$	(8)

(1) Net gains (losses) also include derivatives interest settlements, mark to market adjustments and realized gains (losses) on standalone derivatives contracts that are in the CMO-B portfolio.

In defining the Adjusted operating earnings before income taxes for our CMO-B portfolio (including CMO-B portfolio income (loss) related to businesses to be exited through reinsurance or divestment) certain recharacterizations are recognized. The net coupon settlement on interest rate swaps hedging CMO-B securities that is included in Net gains (losses) is reflected. In addition, the premium amortization and change in fair value for securities designated under the FVO are included in Net gains (losses), whereas the coupon for these securities is included in Net investment income. In order to present the economics of these fair value securities in a similar manner to those of an available for sale security, the premium amortization is reclassified from Net gains (losses).

After adjusting for the two items referenced immediately above, the following table presents a reconciliation of Income (loss) from operations before income taxes from our CMO-B portfolio to Adjusted operating earnings before income taxes from our CMO-B portfolio for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in millions)			2022						2021						2022						2021
Income (loss) from operations before income taxes			$	23					$	17					$	27					$	(8)
Realized gains (losses) including impairment			10						1						16						(26)
Fair value adjustments			25						25						114						161
Total adjustments to income (loss) from operations			35						26						130						135
Adjusted operating earnings before income taxes			$	58					$	43					$	157					$	127

See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our CMO-B portfolio.

			111

---

Table of Contents

Structured Securities

Residential Mortgage-backed Securities

The following tables present our residential mortgage-backed securities as of the dates indicated:

			September 30, 2022
($ in millions)			Amortized Cost						Gross Unrealized Capital Gains						Gross Unrealized Capital Losses						Embedded Derivatives						Fair Value
Prime Agency			$	1,838					$	21					$	50					$	1					$	1,810
Prime Non-Agency			2,310						9						236						—						2,083
Alt-A			69						6						1						2						76
Sub-Prime(1)			31						2						1						—						32
Total RMBS			$	4,248					$	38					$	288					$	3					$	4,001
(1) Includes subprime other asset backed securities.
			December 31, 2021
($ in millions)			Amortized Cost						Gross Unrealized Capital Gains						Gross Unrealized Capital Losses						Embedded Derivatives						Fair Value
Prime Agency			$	1,937					$	88					$	8					$	5					$	2,022
Prime Non-Agency			2,146						42						22						1						2,167
Alt-A			84						8						1						6						97
Sub-Prime(1)			38						4						—						—						42
Total RMBS			$	4,205					$	142					$	31					$	12					$	4,328
(1) Includes subprime other asset backed securities.

Commercial Mortgage-backed Securities

The following tables present our commercial mortgage-backed securities as of the dates indicated:

			September 30, 2022
($ in millions)			AAA						AA						A						BBB						BB and Below						Total
			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value
2015 and prior			$	734		$	663		$	190		$	180		$	257		$	243		$	199		$	184		$	80		$	75		$	1,460		$	1,345
2016			50			42			20			19			44			40			49			42			—			—			163			143
2017			80			67			19			18			69			60			83			71			34			32			285			248
2018			110			97			20			18			96			88			40			35			18			17			284			255
2019			171			157			38			36			130			117			296			247			8			6			643			563
2020			75			68			32			28			75			61			155			129			—			—			337			286
2021			239			186			86			80			212			192			325			291			8			8			870			757
2022			119			105			44			41			175			166			110			100			—			—			448			412
Total CMBS			$	1,578		$	1,385		$	449		$	420		$	1,058		$	967		$	1,257		$	1,099		$	148		$	138		$	4,490		$	4,009

			112

---

Table of Contents

			December 31, 2021
($ in millions)			AAA						AA						A						BBB						BB and Below						Total
			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value
2015 and prior			$	729		$	809		$	194		$	200		$	233		$	241		$	212		$	213		$	80		$	79		$	1,448		$	1,542
2016			50			55			20			21			28			30			49			49			—			—			147			155
2017			85			91			23			23			66			67			69			71			33			34			276			286
2018			99			108			20			21			94			97			58			59			3			3			274			288
2019			184			203			36			36			139			141			296			297			8			8			663			685
2020			92			93			31			32			73			74			164			166			—			—			360			365
2021			240			241			92			91			220			219			312			311			—			—			864			862
Total CMBS			$	1,479		$	1,600		$	416		$	424		$	853		$	869		$	1,160		$	1,166		$	124		$	124		$	4,032		$	4,183

As of September 30, 2022, 83.7% and 12.9% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2021, 84.9% and 11.6% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.

Other Asset-backed Securities

The following tables present our other asset-backed securities as of the dates indicated:

			September 30, 2022
($ in millions)			AAA						AA						A						BBB						BB and Below						Total
			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value
Collateralized Obligation			$	145		$	138		$	362		$	340		$	1,051		$	964		$	122		$	108		$	63		$	45		$	1,743		$	1,595
Auto-Loans			1			1			7			6			1			1			—			—			—			—			9			8
Student Loans			14			13			86			80			—			—			2			1			—			—			102			94
Credit Card loans			—			—			—			—			3			3			—			—			—			—			3			3
Other Loans			53			45			3			3			126			111			241			216			—			—			423			375
Total Other ABS(1)			$	213		$	197		$	458		$	429		$	1,181		$	1,079		$	365		$	325		$	63		$	45		$	2,280		$	2,075
(1) Excludes subprime other asset backed securities.
			December 31, 2021
($ in millions)			AAA						AA						A						BBB						BB and Below						Total
			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value			Amortized Cost			Fair Value
Collateralized Obligation			$	185		$	186		$	328		$	328		$	850		$	848		$	121		$	120		$	68		$	64		$	1,552		$	1,546
Auto-Loans			2			2			—			1			8			8			—			—			—			—			10			11
Student Loans			17			17			108			110			9			9			1			1			—			—			135			137
Credit Card loans			—			—			—			—			4			4			—			—			—			—			4			4
Other Loans			48			52			4			3			96			99			198			203			—			—			346			357
Total Other ABS(1)			$	252		$	257		$	440		$	442		$	967		$	968		$	320		$	324		$	68		$	64		$	2,047		$	2,055
(1) Excludes subprime other asset backed securities.

As of September 30, 2022, 82.1% and 15.6% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2021, 80.7% and 16.1% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

			113

---

Table of Contents

Mortgage Loans on Real Estate

As of September 30, 2022, our mortgage loans on real estate portfolio had a weighted average DSC of 1.99 times and a weighted average LTV ratio of 45.6%. As of December 31, 2021, our mortgage loans on real estate portfolio had a weighted average DSC of 2.13 times, and a weighted average LTV ratio of 45.5%. See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on mortgage loans on real estate.

Impairments

We evaluate available-for-sale fixed maturities for impairment on a regular basis. The assessment of whether impairments have occurred is based on a case-by-case evaluation of the underlying reasons for the decline in estimated fair value. See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for the policy used to evaluate whether the investments are impaired.

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

Equity Securities

During the three months ended September 30, 2022, the Company entered into an agreement with PenCal to fund the VIM Holdings LLC Deferred Compensation Plan of $75 million. The purchase of the underlying assets for the compensation plan related to mutual fund investments and is recorded in Equity securities in the Condensed Consolidated Balance Sheets.

Derivatives

We use derivatives for a variety of hedging purposes. We also have embedded derivatives within fixed maturities instruments and certain product features. See the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for further information.

See the Derivative Financial Instruments Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on derivatives.

European Exposures

We quantify and allocate our exposure to the region by attempting to identify aspects of the region or country risk to which we are exposed. Among the factors we consider are the nationality of the issuer, the nationality of the issuer's ultimate parent, the corporate and economic relationship between the issuer and its parent, as well as the political, legal and economic environment in which each functions. By undertaking this assessment, we believe that we develop a more accurate assessment of the actual geographic risk, with a more integrated understanding of contributing factors to the full risk profile of the issuer.

In the normal course of our ongoing risk and portfolio management process, we closely monitor compliance with a credit limit hierarchy designed to minimize overly concentrated risk exposures by geography, sector and issuer. This framework takes into account various factors such as internal and external ratings, capital efficiency and liquidity and is overseen by a combination of Investment and Corporate Risk Management, as well as insurance portfolio managers focused specifically on managing the investment risk embedded in our portfolio.

While economic conditions in Europe have broadly improved, geopolitical tensions emanating from the Russia-Ukraine conflict remain a notable tail risk. Despite signs of economic improvement in the region, we continue to closely monitor our exposure to the region.

As of September 30, 2022, our total European exposure had an amortized cost and fair value of $3,165 million and $2,732 million, respectively. Some of the major country level exposures were in the United Kingdom of $1,225 million, in France of $225 million, in The Netherlands of $237 million, in Switzerland of $209 million, in Germany of $191 million, and in Belgium of $107 million. Our direct exposure in Eastern Europe is comparatively small, with only $14 million of exposure in Russia and none in Ukraine or Belarus.

			114

---

Table of Contents

Consolidated and Nonconsolidated Investment Entities

We use many forms of entities to achieve our business objectives and we have participated in varying degrees in the design and formation of these entities. These entities are considered to be VIEs or VOEs (collectively, "Consolidated Investment Entities"), or nonconsolidated VIEs, and we evaluate our involvement with each entity to determine whether consolidation is required.

We perform a quarterly consolidation analysis to assess if the consolidation of a fund is required. The consolidation process brings on the assets, liabilities, noncontrolling interest and operations of the VIE and/or VOE into our financial statements.

If the fund no longer meets the criteria for consolidation, the assets, liabilities, noncontrolling interest and operations of the fund is removed from our financial statements. This process of consolidation/deconsolidation could have a material impact on Total shareholders’ equity.

See Consolidation and Noncontrolling Interests and Fair Value Measurements in the Business, Basis of Presentation and Significant Accounting Policies Note to our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K. Additionally, see the Consolidated and Nonconsolidated Investment Entities Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.

Securitizations

We invest in various tranches of securitization entities, including RMBS, CMBS and ABS. Refer to the Consolidated and Nonconsolidated Investment Entities Note and Fair Value Measurements (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for an understanding over the Company's Securitizations. Refer to the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for details regarding the carrying amounts and classifications of these assets.

Guarantors and Issuers of Guaranteed Securities 

Voya Financial, Inc. (the “Parent Issuer”) has issued certain notes pursuant to transactions registered under the Securities Act of 1933. Such securities consist of (i) the 5.7% senior notes due 2043, the 3.65% senior notes due 2026, the 4.8% senior notes due 2046, with an aggregate principal amount of $1.1 billion as of September 30, 2022 and December 31, 2021 (collectively, the “Senior Notes”) and (ii) the 5.65% fixed-to-floating rate junior subordinated notes due 2053 and the 4.7% fixed-to-floating junior subordinated notes due 2048, with an aggregate principal amount of $724 million as of September 30, 2022 and $1.1 billion as of December 31, 2021 (collectively, the “Junior Subordinated Notes” and, together with the Senior Notes, the “Registered Notes”).

Voya Holdings, Inc. (the “Subsidiary Guarantor”), a wholly owned subsidiary of the Parent Issuer, has guaranteed each of the Registered Notes on a full and unconditional basis. No other subsidiary of the Parent Issuer has guaranteed any of the Registered Notes. The Parent Issuer and the Subsidiary Guarantor are hereby referred to below as the “Obligor Group.”

The full and unconditional guarantees require the Subsidiary Guarantor to satisfy the obligations of the guaranteed security immediately, if and when the Parent Issuer has failed to make a scheduled payment thereunder. If the Subsidiary Guarantor does not make such payment, any holder of the guaranteed security may immediately bring suit directly against the Subsidiary Guarantor for payment of amounts due and payable.

Set forth below is summarized financial information of the Obligor Group, as presented on a combined basis. Inter-combination transactions and balances within the Obligor Group have been eliminated. In addition, financial information of any non-issuer or non-guarantor subsidiaries, which would normally be consolidated by either the Parent Issuer or the Subsidiary Guarantor under U.S. generally accepted accounting principles, has been excluded from such presentation.

			115

---

Table of Contents

Refer to the Summarized Financial Information of the Obligor Group as of and for the nine months ended September 30, 2022 and as of and for the year ended December 31, 2021 below:

			As of and for the
($ in millions)			Nine Months Ended September 30, 2022						Year Ended December 31, 2021
Summarized Statement of Operations Information:
Total revenues			$	(36)					$	34
Total benefits and expenses			158						192
Income (loss) from continuing operations, net of tax			(94)						718
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates			(94)						718
Net income (loss) available to Obligor Group			(94)						718
Summarized Balance Sheet Information
Total investments			19						44
Cash and cash equivalents			208						205
Deferred income tax assets			434						908
Goodwill			94						—
Loans to non-obligated subsidiaries			174						123
Due from non-obligated subsidiaries			21						61
Total assets			948						1,356
Short-term debt with non-obligated subsidiaries			331						130
Long-term debt			2,093						2,594
Total liabilities			$	2,574					$	2,836

Legislative and Regulatory Developments

In August 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"), which includes a 15% book-income alternative minimum tax ("CAMT") on corporations and a 1% excise tax on the fair market value of stock that is repurchased by publicly traded U.S. corporations or their specified affiliates. For additional information about this development, see Income Taxes in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2. of this Quarterly Report on Form 10-Q.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk that our consolidated financial position and results of operations will be affected by fluctuations in the value of financial instruments. We have significant holdings in financial instruments and are naturally exposed to a variety of market risks. The main market risks we are exposed to include interest rate risk, equity market price risk and credit risk. We do not have material market risk exposure to "trading" activities in our Condensed Consolidated Financial Statements. For further details on these market risks, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. in our Annual Report on Form 10-K.

Market Risk Related to Interest Rates

We assess interest rate exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either increasing or decreasing 100 basis point parallel shifts in the yield curve. In calculating these amounts, we exclude gains and losses on separate account fixed income securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding future interest rates or the performance of fixed-income markets, they are a near-term, reasonably possible hypothetical change that illustrates the potential impact of such events. These tests do not measure the

			116

---

Table of Contents

change in value that could result from non-parallel shifts in the yield curve. As a result, the actual change in fair value from a 100 basis point change in interest rates could be different from that indicated by these calculations.

The following table summarizes the net estimated potential change in fair value from hypothetical 100 basis point upward and downward shifts in interest rates as of September 30, 2022:

			As of September 30, 2022
															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			$	—					$	31,039					$	(1,974)					$	2,271
Mortgage loans on real estate			—						5,061						(181)						194
Financial liabilities with interest rate risk:
Investment contracts:
Funding agreements without fixed maturities and deferred annuities(4)			—						36,488						(1,857)						2,991
Funding agreements with fixed maturities			—						1,367						(47)						49
Supplementary contracts and immediate annuities			—						650						(44)						6
Derivatives:
Interest rate contracts			19,392						13						222						(203)
Long-term debt			—						1,932						(109)						124
Embedded derivatives on reinsurance			—						(35)						43						(50)
Guaranteed benefit derivatives(3):
Other(4)			—						33						(15)						3

(1) Separate account assets and liabilities which are interest sensitive are not included herein as any interest rate risk is borne by the holder of separate account.

(2)    (Decreases) in assets or (decreases) in liabilities are presented in parentheses. Increases in assets or increases in liabilities are presented without parentheses.

(3)    Certain amounts included in Funding agreements without fixed maturities and deferred annuities section are also reflected within the Guaranteed benefit derivatives section of the tables above.

(4)    Includes GMWBL, GMWB, FIA, Stabilizer and MCG.

Market Risk Related to Equity Market Prices

We assess equity risk exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either an increase or decrease of 10% in all equity market benchmark levels. 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 September 30, 2022. In calculating these amounts, we exclude gains and losses on separate account equity securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding the future performance of equity markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These scenarios consider only the direct effect on fair value of declines in equity benchmark market levels and not changes in asset-based fees recognized as revenue, changes in our estimates of total gross profits used as a basis for amortizing DAC/VOBA, other intangibles and other costs, or changes in any other assumptions such as market volatility or mortality, utilization or persistency rates in variable contracts that could also impact the fair value of our living benefits features. In addition, these scenarios do not reflect the effect of basis risk, such as potential differences in the performance of the investment funds underlying the variable annuity products relative to the equity market benchmark we use as a basis for developing our hedging strategy. The impact of basis risk could result in larger differences between the change in fair value of the equity-based derivatives and the related living benefit features, in comparison to the hypothetical test scenarios.

			117

---

Table of Contents

			As of September 30, 2022
															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			$	—					$	337					$	23					$	(23)
Limited liability partnerships/corporations			—						1,783						108						(108)
Derivatives:
Equity futures and total return swaps			208						(8)						11						(11)
Equity options			38						—						—						—
Financial liabilities with equity market risk:
Guaranteed benefit derivatives:
Other(2)			—						33						—						—

(1) (Decreases) in assets or (decreases) in liabilities are presented in parentheses. Increases in assets or increases in liabilities are presented without parentheses.

(2)    Includes GMWBL, GMWB, FIA, Stabilizer and MCG.

Market Risk Related to Credit Risk

In connection with the Individual Life Transaction in 2021, we entered into large reinsurance agreements with SLD, our former insurance subsidiary, with respect to the portion of the Individual Life and other legacy businesses that have been written by our insurance subsidiaries domiciled in Minnesota, Connecticut, and New York. As a result, SLD became our largest reinsurer during the first quarter of 2021. While SLD's reinsurance obligations to us are collateralized through assets held in trust, in the event of any default by SLD of its reinsurance obligations to us, or any loss of credit for such reinsurance, there can be no assurance that such assets will be sufficient to support the reserves that we would be required to establish or pay claims. There were no other material changes in our credit risk.

See the Discontinued Operations Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Item 4.        Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic SEC filings is made known to them in a timely manner.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management’s 2022 evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of the AGI Transferred Business acquired on July 25, 2022 from its assessment of internal controls over financial reporting. Although excluded from the formal assessment, management is currently integrating processes, employees, technologies and operations and as such, we will continue to evaluate the internal control framework associated with the AGI Transferred Business as we complete the integration and make internal controls changes as necessary.

			118

---

Table of Contents

PART II.     OTHER INFORMATION

Item 1.        Legal Proceedings

See the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Item 1A.    Risk Factors

For a discussion of the Company’s potential risks and uncertainties, see Risk Factors in Part I, Item IA. of our Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report on Form 10-K") (File No. 001-35897) and Risk Factors in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties in Part I, Item 2. of this Quarterly Report on Form 10-Q.

Recent U.S. tax law changes could impact the taxation of our operations

The recently enacted Inflation Reduction Act of 2022 includes a minimum tax equal to fifteen percent of the adjusted financial statement income (“CAMT”) of certain corporations as well as a one percent excise tax on share buybacks, effective for tax years beginning in 2023. When effective, it is possible that the CAMT could result in an additional tax liability over the regular federal corporate tax liability in a given year based on differences between book and taxable income (including as a result of temporary differences). The resulting tax liability could adversely impact our business, financial condition, results of operation and liquidity. The excise tax on share buybacks is currently not expected to have a material impact on our tax liability. Additionally, the resulting tax liability may create variability in the amount of cash taxes that we pay, which may lead to further variability in our ordinary dividend capacity.

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

Purchases of Equity Securities by the Issuer

The following table summarizes Voya Financial, Inc.’s repurchases of its common stock for the three months ended September 30, 2022:

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)
July 1, 2022 - July 31, 2022						5,521						$	60.42					—						$	271
August 1, 2022- August 31, 2022						269						59.38						—						271
September 1, 2022 - September 30, 2022						836,271						60.99			(2)			819,566						271
Total						842,061						$	60.98					819,566						N/A

(1) In connection with the exercise or vesting of equity-based compensation awards, employees may remit to Voya Financial, Inc., or Voya Financial, Inc. may withhold into treasury stock, shares of common stock in respect to tax withholding obligations and option exercise cost associated with such exercise or vesting. For the three months ended September 30, 2022, there was an increase of 22,495 Treasury shares in connection with such withholding activities.

(2) On June 21, 2022, we entered into a share repurchase agreement with a third-party financial institution to repurchase $250 million of the Company's common stock. Pursuant to the agreement, we received initial delivery of 3,382,950 shares based closing market price of the Company's stock on June 21, 2022 of $59.12. This arrangement closed on September 20, 2022 and an additional 819,566 shares were delivered based on the daily volume-weighted average of the Company's common stock.

(3) On April 28, 2022, the Board of Directors provided its most recent share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $500 million. The share repurchase authorization expires on June 30, 2023 (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 Board of Directors at any time.

Item 6.    

    

Exhibits See Exhibit Index on the following page.

			119

---

Table of Contents

Voya Financial, Inc.

Exhibit Index
Exhibit No.						Description of Exhibit
2.1						Agreement and Plan of Merger entered into by and among Benefitfocus, Inc., Voya Financial, Inc. and Origami Squirrel Acquisition Corp dated as of November 1, 2022 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-35897) filed November 2, 2022)
3.1						Amended and Restated By-Laws of Voya Financial, Inc., effective October 27, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File. No. 001-35897) filed October 27, 2022)
31.1+						Rule 13a-14(a)/15d-14(a) Certification of Rodney O. Martin, Jr. Chief Executive Officer (included as Exhibit 31.1 to Form 10-Q)
31.2+						Rule 13a-14(a)/15d-14(a) Certification of Michael S. Smith, Chief Financial Officer (included as Exhibit 31.2 to Form 10-Q)
32.1+						Section 1350 Certification of Rodney O. Martin, Jr. Chief Executive Officer (included as Exhibit 32.1 to Form 10-Q)
32.2+						Section 1350 Certification of Michael S. Smith, Chief Financial Officer (included as Exhibit 32.2 to Form 10-Q)
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+						Inline XBRL Taxonomy Extension Schema
101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase
104+						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

+ Filed herewith.

			120

---

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 3, 2022

Voya Financial, Inc.

(Date)

(Registrant)

By:

/s/

Michael S. Smith

Michael S. Smith

Vice Chairman and

Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

			121