Voya Financial, Inc. - Quarter Report: 2023 September (Form 10-Q)
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, 2023
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 27, 2023, 104,468,001 shares of Common Stock, 0.01 par value, were outstanding.
1 | ||||||||
Voya Financial, Inc.
Form 10-Q for the period ended September 30, 2023
Table of Contents
| Page | ||||||||
| PART I. | FINANCIAL INFORMATION (UNAUDITED) | |||||||
| Item 1. | Financial Statements: | |||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. | OTHER INFORMATION | |||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2 | ||||||||
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) interest rates, (iv) the frequency and severity of insured loss events, (v) the effects of natural or man-made disasters, including pandemic events, (vi) mortality and morbidity levels, (vii) persistency and lapse levels, (viii) currency exchange rates, (ix) general competitive factors, (x) changes in laws and regulations, such as those relating to Federal taxation, state insurance regulations and NAIC regulations and guidelines, (xi) changes in the policies of governments and/or regulatory authorities, and (xii) our ability to successfully manage the separation of the Individual Life business that we sold to Resolution Life US on January 4, 2021, and (xiii) our ability to realize the expected financial and other benefits from various acquisitions, including the transactions with Allianz Global Investors U.S. LLC and Benefitfocus, Inc. 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, 2022 (File No. 001-35897) (the "Annual Report on Form 10-K") 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 | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Voya Financial, Inc.
Condensed Consolidated Balance Sheets
September 30, 2023 and December 31, 2022 (Unaudited)
(In millions, except share and per share data)
| September 30, 2023 | December 31, 2022 | ||||||||||
| Assets: | |||||||||||
| Investments: | |||||||||||
Fixed maturities, available-for-sale, at fair value (amortized cost of $28,409 as of 2023 and $30,202 as of 2022; net of allowance for credit losses of $19 as of 2023 and $12 as of 2022) | $ | 24,663 | $ | 27,044 | |||||||
| Fixed maturities, at fair value using the fair value option | 1,955 | 2,151 | |||||||||
Equity securities, at fair value | 301 | 336 | |||||||||
| Short-term investments | 297 | 356 | |||||||||
Mortgage loans on real estate (net of allowance for credit losses of $29 as of 2023 and $18 as of 2022) | 5,344 | 5,427 | |||||||||
| Policy loans | 358 | 363 | |||||||||
| Limited partnerships/corporations | 1,792 | 1,781 | |||||||||
| Derivatives | 482 | 422 | |||||||||
Other investments | 63 | 68 | |||||||||
Securities pledged (amortized cost of $1,157 as of 2023 and $1,303 as of 2022) | 1,002 | 1,162 | |||||||||
| Total investments | 36,257 | 39,110 | |||||||||
| Cash and cash equivalents | 829 | 919 | |||||||||
| Short-term investments under securities loan agreements, including collateral delivered | 903 | 1,179 | |||||||||
| Accrued investment income | 446 | 425 | |||||||||
Premium receivable and reinsurance recoverable (net of allowance for credit losses of $25 as of 2023 and $32 as of 2022) | 11,765 | 12,426 | |||||||||
| Deferred policy acquisition costs and Value of business acquired | 2,278 | 2,363 | |||||||||
| Deferred income taxes | 2,438 | 2,223 | |||||||||
| Goodwill | 748 | 327 | |||||||||
| Other intangibles, net | 900 | 631 | |||||||||
Other assets (net of allowance for credit losses of $1 as of 2023 and 2022) | 2,579 | 2,625 | |||||||||
Assets related to consolidated investment entities ("CIEs"): | |||||||||||
| Limited partnerships/corporations, at fair value | 3,079 | 2,802 | |||||||||
| Cash and cash equivalents | 88 | 88 | |||||||||
| Corporate loans, at fair value using the fair value option | 1,428 | 1,293 | |||||||||
| Other assets | 36 | 21 | |||||||||
| Assets held in separate accounts | 85,491 | 80,174 | |||||||||
| Total assets | $ | 149,265 | $ | 146,606 | |||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
4 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Balance Sheets
September 30, 2023 and December 31, 2022 (Unaudited)
(In millions, except share and per share data)
| September 30, 2023 | December 31, 2022 | ||||||||||
| Liabilities: | |||||||||||
| Future policy benefits | $ | 9,371 | $ | 9,719 | |||||||
| Contract owner account balances | 40,135 | 42,455 | |||||||||
| Payables under securities loan and repurchase agreements, including collateral held | 1,190 | 1,302 | |||||||||
| Short-term debt | 2 | 141 | |||||||||
| Long-term debt | 2,095 | 2,094 | |||||||||
| Derivatives | 373 | 389 | |||||||||
| Other liabilities | 3,024 | 2,901 | |||||||||
Liabilities related to CIEs: | |||||||||||
| Collateralized loan obligations notes, at fair value using the fair value option | 1,329 | 1,234 | |||||||||
| Other liabilities | 1,296 | 1,200 | |||||||||
| Liabilities related to separate accounts | 85,491 | 80,174 | |||||||||
| Total liabilities | $ | 144,306 | $ | 141,609 | |||||||
| Commitments and Contingencies (Note 17) | |||||||||||
| Mezzanine equity: | |||||||||||
| Redeemable noncontrolling interest | $ | 173 | $ | 166 | |||||||
| Shareholders' equity: | |||||||||||
Preferred stock ($0.01 par value per share; $625 aggregate liquidation preference as of 2023 and 2022) | — | — | |||||||||
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 109,500,599 and 97,789,852 shares issued as of 2023 and 2022, respectively; 105,074,021 and 97,186,970 shares outstanding as of 2023 and 2022, respectively) | 1 | 1 | |||||||||
Treasury stock (at cost; 4,426,578 and 602,882 shares as of 2023 and 2022, respectively) | (307) | (39) | |||||||||
| Additional paid-in capital | 6,664 | 6,643 | |||||||||
| Accumulated other comprehensive income (loss) | (3,533) | (3,055) | |||||||||
| Retained earnings (deficit): | |||||||||||
| Unappropriated | 302 | (201) | |||||||||
| Total Voya Financial, Inc. shareholders' equity | 3,127 | 3,349 | |||||||||
Noncontrolling interest | 1,659 | 1,482 | |||||||||
| Total shareholders' equity | 4,786 | 4,831 | |||||||||
| Total liabilities, mezzanine equity and shareholders' equity | $ | 149,265 | $ | 146,606 | |||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
5 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)
(In millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Net investment income | $ | 547 | $ | 522 | $ | 1,637 | $ | 1,733 | |||||||||||||||
| Fee income | 489 | 445 | 1,427 | 1,291 | |||||||||||||||||||
| Premiums | 682 | 606 | 2,044 | 1,811 | |||||||||||||||||||
| Net gains (losses) | (7) | (125) | (79) | (639) | |||||||||||||||||||
| Other revenue | 81 | 33 | 245 | 117 | |||||||||||||||||||
| Income (loss) related to CIEs: | |||||||||||||||||||||||
| Net investment income | 31 | (136) | 255 | 62 | |||||||||||||||||||
| Total revenues | 1,823 | 1,345 | 5,529 | 4,375 | |||||||||||||||||||
| Benefits and expenses: | |||||||||||||||||||||||
| Policyholder benefits | 471 | 297 | 1,419 | 1,119 | |||||||||||||||||||
| Interest credited to contract owner account balances | 328 | 240 | 813 | 716 | |||||||||||||||||||
| Operating expenses | 717 | 632 | 2,323 | 1,869 | |||||||||||||||||||
| Net amortization of Deferred policy acquisition costs and Value of business acquired | 57 | 60 | 173 | 184 | |||||||||||||||||||
| Interest expense | 31 | 31 | 102 | 104 | |||||||||||||||||||
| Operating expenses related to CIEs: | |||||||||||||||||||||||
| Interest expense | 45 | 12 | 116 | 31 | |||||||||||||||||||
| Other expense | 2 | 2 | 7 | 7 | |||||||||||||||||||
| Total benefits and expenses | 1,651 | 1,274 | 4,953 | 4,030 | |||||||||||||||||||
| Income (loss) before income taxes | 172 | 71 | 576 | 345 | |||||||||||||||||||
| Income tax expense (benefit) | (74) | 29 | (34) | 49 | |||||||||||||||||||
| Net income (loss) | 246 | 42 | 610 | 296 | |||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest | (16) | (138) | 107 | (20) | |||||||||||||||||||
| Net income (loss) available to Voya Financial, Inc. | 262 | 180 | 503 | 316 | |||||||||||||||||||
| Less: Preferred stock dividends | 14 | 14 | 32 | 32 | |||||||||||||||||||
| Net income (loss) available to Voya Financial, Inc.'s common shareholders | $ | 248 | $ | 166 | $ | 471 | $ | 284 | |||||||||||||||
| Net income (loss) available to Voya Financial, Inc.'s common shareholders per common share: | |||||||||||||||||||||||
| Basic | $ | 2.35 | $ | 1.70 | $ | 4.62 | $ | 2.79 | |||||||||||||||
| Diluted | $ | 2.29 | $ | 1.57 | $ | 4.31 | $ | 2.55 | |||||||||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
6 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Statements of Comprehensive Income
For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)
(In millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income (loss) | $ | 246 | $ | 42 | $ | 610 | $ | 296 | |||||||||||||||
| Other comprehensive income (loss), before tax: | |||||||||||||||||||||||
| Change in current discount rate | (23) | 93 | 7 | 289 | |||||||||||||||||||
| Unrealized gains (losses) on securities | (916) | (1,685) | (612) | (6,757) | |||||||||||||||||||
| Other comprehensive income (loss), before tax | (939) | (1,592) | (605) | (6,468) | |||||||||||||||||||
| Income tax expense (benefit) related to items of other comprehensive income (loss) | (197) | (334) | (127) | (1,358) | |||||||||||||||||||
| Other comprehensive income (loss), after tax | (742) | (1,258) | (478) | (5,110) | |||||||||||||||||||
| Comprehensive income (loss) | (496) | (1,216) | 132 | (4,814) | |||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest | (16) | (138) | 107 | (20) | |||||||||||||||||||
| Comprehensive income (loss) attributable to Voya Financial, Inc. | $ | (480) | $ | (1,078) | $ | 25 | $ | (4,794) | |||||||||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
7 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Three Months Ended September 30, 2023 (Unaudited)
(In millions)
| 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, 2023 | $ | 1 | $ | (248) | $ | 6,695 | $ | (2,791) | $ | 40 | $ | 3,697 | $ | 1,660 | $ | 5,357 | $ | 171 | |||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 262 | 262 | (25) | 237 | 9 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), after tax | — | — | — | (742) | — | (742) | — | (742) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | (480) | (25) | (505) | 9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock acquired - Share repurchase | — | (54) | — | — | — | (54) | — | (54) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | (14) | — | — | (14) | — | (14) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | (42) | — | — | (42) | — | (42) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | (5) | 25 | — | — | 20 | — | 20 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Contributions from (Distributions to) noncontrolling interest, net | — | — | — | — | — | — | 24 | 24 | (7) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | 1 | $ | (307) | $ | 6,664 | $ | (3,533) | $ | 302 | $ | 3,127 | $ | 1,659 | $ | 4,786 | $ | 173 | |||||||||||||||||||||||||||||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
8 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Nine Months Ended September 30, 2023 (Unaudited)
(In millions)
| 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, 2023 | $ | 1 | $ | (39) | $ | 6,643 | $ | (3,055) | $ | (201) | $ | 3,349 | $ | 1,482 | $ | 4,831 | $ | 166 | |||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 503 | 503 | 87 | 590 | 20 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), after tax | — | — | — | (478) | — | (478) | — | (478) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | 25 | 87 | 112 | 20 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock acquired - Share repurchase | — | (216) | — | — | — | (216) | — | (216) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | (32) | — | — | (32) | — | (32) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | (83) | — | — | (83) | — | (83) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | (52) | 136 | — | — | 84 | — | 84 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Contributions from (Distributions to) noncontrolling interest, net | — | — | — | — | — | — | 90 | 90 | (13) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | 1 | $ | (307) | $ | 6,664 | $ | (3,533) | $ | 302 | $ | 3,127 | $ | 1,659 | $ | 4,786 | $ | 173 | |||||||||||||||||||||||||||||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
9 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Three Months Ended September 30, 2022 (Unaudited)
(In millions)
| 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 | $ | (2,045) | $ | (1,034) | $ | 3,601 | $ | 1,697 | $ | 5,298 | $ | — | |||||||||||||||||||||||||||||||||||
| Interest in VIM Holdings LLC | — | — | 412 | — | — | 412 | — | 412 | 148 | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 180 | 180 | (145) | 35 | 7 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), after tax | — | — | — | (1,258) | — | (1,258) | — | (1,258) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | (1,078) | (145) | (1,223) | 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, net | — | — | — | — | — | — | 35 | 35 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | $ | 1 | $ | (873) | $ | 7,945 | $ | (3,303) | $ | (854) | $ | 2,916 | $ | 1,590 | $ | 4,506 | $ | 155 | |||||||||||||||||||||||||||||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
10 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the Nine Months Ended September 30, 2022 (Unaudited)
(In millions)
| 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 | $ | 1,807 | $ | (1,170) | $ | 8,100 | $ | 1,568 | $ | 9,668 | $ | — | |||||||||||||||||||||||||||||||||||
| 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 | — | — | — | (5,110) | — | (5,110) | — | (5,110) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | (4,794) | (27) | (4,821) | 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, net | — | — | — | — | — | — | 46 | 46 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | $ | 1 | $ | (873) | $ | 7,945 | $ | (3,303) | $ | (854) | $ | 2,916 | $ | 1,590 | $ | 4,506 | $ | 155 | |||||||||||||||||||||||||||||||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
11 | ||||||||
Voya Financial, Inc.
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2023 and 2022 (Unaudited)
(In millions)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net cash provided by operating activities | $ | 1,274 | $ | 1,133 | |||||||
| Cash Flows from Investing Activities: | |||||||||||
| Proceeds from the sale, maturity, disposal or redemption of: | |||||||||||
| Fixed maturities | 5,578 | 5,165 | |||||||||
| Equity securities | 31 | — | |||||||||
| Mortgage loans on real estate | 447 | 733 | |||||||||
| Limited partnerships/corporations | 124 | 158 | |||||||||
| Acquisition of: | |||||||||||
| Fixed maturities | (3,655) | (6,653) | |||||||||
| Equity securities | (25) | (76) | |||||||||
| Mortgage loans on real estate | (376) | (511) | |||||||||
| Limited partnerships/corporations | (131) | (225) | |||||||||
| Short-term investments, net | 60 | 66 | |||||||||
| Derivatives, net | 54 | 157 | |||||||||
| Sales from CIEs | 652 | 702 | |||||||||
| Purchases within CIEs | (780) | (1,688) | |||||||||
| Collateral received (delivered), net | 166 | 149 | |||||||||
| Receipts on deposit asset contracts | 208 | 91 | |||||||||
| Payments for business acquisitions, net of cash acquired | (584) | (2) | |||||||||
| Other, net | (70) | (12) | |||||||||
| Net cash provided by (used in) investing activities | 1,699 | (1,946) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Deposits received for investment contracts | 1,718 | 5,039 | |||||||||
| Maturities and withdrawals from investment contracts | (4,460) | (4,736) | |||||||||
| Proceeds from issuance of long-term debt | 388 | — | |||||||||
| Repayments of long-term debt, including current maturities | (539) | (365) | |||||||||
| Borrowings of CIEs | 232 | 1,094 | |||||||||
| Repayments of borrowings of CIEs | (388) | (309) | |||||||||
| Contributions from (distributions to) participants in CIEs, net | 385 | 358 | |||||||||
| Proceeds from issuance of common stock, net | — | 7 | |||||||||
| Common stock acquired - Share repurchase | (212) | (750) | |||||||||
| Dividends paid on preferred stock | (32) | (32) | |||||||||
Dividends paid on common stock (includes $2 of dividend equivalent payments in 2023) | (85) | (63) | |||||||||
| Other, net | (70) | (68) | |||||||||
| Net cash provided by (used in) financing activities | (3,063) | 175 | |||||||||
| Net increase (decrease) in cash and cash equivalents, including cash in CIEs | (90) | (638) | |||||||||
| Cash and cash equivalents, including cash in CIEs, beginning of period | 1,007 | 1,573 | |||||||||
| Cash and cash equivalents, including cash in CIEs, end of period | $ | 917 | $ | 935 | |||||||
| September 30, 2023 | December 31, 2022 | ||||||||||
| Reconciliation of cash and cash equivalents, including cash in CIEs: | |||||||||||
| Cash and cash equivalents | $ | 829 | $ | 919 | |||||||
| Cash and cash equivalents in CIEs | 88 | 88 | |||||||||
| Total cash and cash equivalents, including cash in CIEs | $ | 917 | $ | 1,007 | |||||||
| The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. | ||||||||
12 | ||||||||
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 that offers a broad range of retirement services, investment management services, mutual funds, group insurance and supplemental health products primarily in the United States. 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 July 25, 2022, the Company completed a series of transactions pursuant to a Combination Agreement dated as of June 13, 2022 (the "AllianzGI Agreement") with Voya Investment Management LLC ("Voya IM") and VIM Holdings LLC ("VIM Holdings"), both indirect subsidiaries of the Company, Allianz SE ("Allianz") and Allianz Global Investors U.S. LLC ("AllianzGI"), an indirect subsidiary of Allianz, which combined Voya IM with assets and teams comprising specified transferred strategies managed by AllianzGI. The transaction increases the international scale and distribution of the Company’s investment products and provides diverse investment strategies that meet the needs of a larger and more global client base.
Under the terms of the AllianzGI Agreement, AllianzGI transferred to VIM Holdings the rights to certain assets and liabilities related to specified investment teams and strategies and the associated assets under management (the "AllianzGI Transferred Business"). The Company transferred all of the limited liability company interests in Voya IM to VIM Holdings and in exchange, received a 76% economic stake in VIM Holdings. Pursuant to the Amended and Restated Limited Liability Company Agreement of VIM Holdings entered into at the closing date ("A&R VIM Holdings Operating Agreement"), the Company now holds, indirectly, a 76% economic stake in VIM Holdings and Allianz holds, indirectly, a 24% economic stake in VIM Holdings. In accordance with the A&R VIM Holdings Operating Agreement, the Company has full operational control of VIM Holdings, Voya IM and the transferred assets and investment teams.
The AllianzGI 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 values as of the closing date. The 24% economic stake in VIM Holdings 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 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, and Czech Holdings, LLC. The purchase consideration for the acquisition included cash paid upon close and contingent consideration that is based on revenues that will be earned during the earnout period and capital raised in the underlying funds and is subject to conditions as defined in the SPA. The acquisition expands VIMAA's private and leveraged credit business.
On January 24, 2023, the Company acquired all outstanding shares of Benefitfocus, Inc. ("Benefitfocus"), pursuant to an agreement and plan of merger (the "Merger Agreement") entered into on November 1, 2022. The acquisition expands the Company’s capacity to meet the growing demand for comprehensive benefits and savings solutions and increases its ability to deliver innovative solutions for employers and health plans. The total purchase consideration for the acquisition was $595, of which $583 was paid in cash ($558 paid by the Company and $25 of the cash acquired was used to fund the transaction). Net assets acquired as part of this transaction included cash of $49, goodwill of $319, intangible assets of $275, deferred tax assets of $45 and assumed lease liabilities of $91. This represents the best estimate of fair value of net assets acquired at the transaction date and will continue to be revised during the remeasurement period as further information becomes available. Intangible assets primarily include customer relationships of $190 with a useful life of 15 years, and software of $70 with a useful life of 5 years. The estimated amortization expense of the acquired intangible assets for the next five years is approximately $29 annually. The revenues, expenses, assets and liabilities of the business acquired are reported in the Health Solutions segment.
13 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
On August 1, 2023, the Company acquired all remaining equity interest in VFI SLK Global Services Private Limited previously held by SLK Software Private Limited ("SLK") and renamed the entity as Voya Global Services Private Limited ("Voya India"). Voya India was a private limited company in India formed pursuant to a joint venture agreement between the Company and SLK on August 1, 2019, with the Company and SLK holding 49% and 51% of ownership shares, respectively. The purpose of Voya India is to provide technology and business operation services to the Company. As a result of the acquisition, Voya India has become a wholly owned subsidiary of the Company and provides the Company with improved strategic and operational flexibility.
As part of the purchase consideration, an upfront payment of approximately $53 was made at closing. The Company recorded a gain of $45 in relation to revaluation of the existing investment in Voya India which was recorded in Net gains (losses) in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023. Net assets acquired as part of this transaction included goodwill of $102. The revenues, expenses, assets and liabilities of the business acquired are reported in Corporate. Intercompany balances between Voya India and other Voya subsidiaries are eliminated in the Condensed Consolidated Financial Statements.
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. 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 are unaudited and reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented 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.
On January 1, 2023, the Company adopted Accounting Standard Update (“ASU”) 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts ("ASU 2018-12"), under the modified retrospective adoption method. ASU 2018-12 provided new authoritative guidance impacting the accounting and disclosure requirements for long-duration insurance and investment contracts issued by the Company. The unaudited Condensed Consolidated Financial Statements are presented under the new guidance for reporting periods beginning January 1, 2021. See “Adoption of New Pronouncements” below for additional information regarding this adoption and the transition impacts recorded as of January 1, 2021. See "Significant Accounting Policies" below for additional details regarding the key policy changes effected by this ASU and updated accounting policies resulting from the adoption of this ASU for all periods presented in the unaudited Condensed Consolidated Financial Statements. This section is meant to serve as an update to, and should be read in conjunction with, the Business, Basis of Presentation and Significant Accounting Policies Note to the Consolidated Financial Statements in Part II, Item 8. of the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
14 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Significant Accounting Policies
Effective January 1, 2023, the Company adopted ASU 2018-12, as amended. As a result, the Company made changes to the following significant accounting policies:
Estimates and Assumptions
Upon adoption of ASU 2018-12, deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA") were no longer considered significant estimates by the Company, as the amortization methodology is no longer subject to a significant degree of variability and does not require a high degree of judgment.
Deferred Policy Acquisition Costs and Value of Business Acquired
DAC represents policy acquisition costs that have been capitalized and are subject to amortization. Capitalized costs are incremental, direct costs of contract acquisition and certain other costs related directly to successful acquisition activities. Such costs consist principally of commissions, underwriting, sales and contract issuance and processing expenses directly related to the successful acquisition of new and renewal business. Indirect or unsuccessful acquisition costs, maintenance, product development and overhead expenses are charged to expense as incurred. VOBA represents the outstanding value of in-force business acquired and is subject to amortization. The value is based on the present value of estimated net cash flows embedded in the insurance contracts at the time of the acquisition and increased for subsequent deferrable expenses on purchased policies. DAC/VOBA amortization is recorded in Net amortization of Deferred policy acquisition costs and Value of business acquired in the Condensed Consolidated Statements of Operations.
Amortization Methodologies
The Company amortizes DAC/VOBA related to certain traditional life insurance contracts, certain accident and health insurance contracts, and deferred annuity contracts on a constant level basis over the expected term of the related contracts. Contracts are grouped for amortization purposes by product or market type and issue year cohort using assumptions on a basis consistent with those used in estimating the associated liability or other related balance, where applicable.
The principal assumption deemed critical to the DAC/VOBA amortization is the estimated contract term, which incorporates mortality and persistency, and represents management’s best estimate of future outcome. The Company periodically reviews this assumption against actual experience and, based on additional information that becomes available, updates the assumption. Changes in contract term estimates are reflected prospectively in amortization expense as of the beginning of the reporting period in which the change is made.
VOBA is subject to recoverability testing; DAC is not. The Company performs testing to assess the recoverability of VOBA on an annual basis, or more frequently if circumstances indicate that a potential loss recognition issue exists. If VOBA is not deemed recoverable, charges will be applied against the VOBA balance before an additional reserve is established.
Future Policy Benefits
Future Policy Benefits
The Company establishes and carries actuarially-determined reserves that are calculated to meet its future obligations, including estimates of unpaid claims and claims that the Company believes have been incurred but have not yet been reported as of the balance sheet date.
•Reserves for long-duration traditional life insurance contracts (term insurance, participating and non-participating whole life insurance and traditional group life insurance) and accident and health insurance represent the present value of future benefits to be paid to or on behalf of contract owners and related expenses, less the present value of future net premiums.
•Reserves for payout contracts with life contingencies are equal to the present value of future payments.
15 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Principal assumptions used to establish liabilities for future policy benefits include interest rate, mortality, morbidity, policy lapse, contract renewal, payment of subsequent premiums or deposits by the contract owner, retirement, inflation, and benefit utilization. Other than interest rate assumptions, these assumptions are based on Company experience and periodically reviewed against industry standards. The Company reviews these assumptions at least annually and updates them if necessary. In addition to assumption updates, the Company adjusts reserves for actual experience in the period in which the experience occurs. Changes in, or deviations from, the assumptions used can significantly affect the Company's reserve levels and related results of operations. Remeasurements of the reserves as a result of assumption updates and adjustments for actual experience are recognized in Policyholder benefits in the Condensed Consolidated Statements of Operations.
Interest rates used in discounting the reserves are based on an upper-medium grade (low credit risk) fixed income instrument yield derived from observable market data. A 30-year forward rate is used for periods beyond the last observable market point. Reserves are remeasured quarterly to reflect changes in the discount rate, with the resulting change recorded in Accumulated other comprehensive income ("AOCI"). Locked-in interest rates used to determine interest accretion on reserves for new contracts sold after January 1, 2021 are based on the upper-medium grade (low credit risk) fixed income instrument yield applicable at the time the contract was issued. Locked-in interest accretion rates for contracts in-force as of the January 1, 2021 transition date for ASU 2018-12 are based on the locked-in interest rates in effect for those contracts immediately before the transition date. Interest accretion is recorded in Policyholder benefits on the Condensed Consolidated Statements of Operations.
Product Guarantees and Additional Reserves
The Company calculates additional reserve liabilities for certain universal life-type products and certain variable annuity guaranteed benefits and variable funding products. The Company periodically evaluates its estimates and adjusts the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised. Changes in, or deviations from, the assumptions used can significantly affect the Company's reserve levels and related results of operations.
Universal and Variable Universal Life: The Company establishes additional reserves on universal life ("UL") and variable universal life ("VUL") contracts, primarily related to secondary guarantees and paid-up guarantees, for the portion of contract assessments received in early years that will be used to compensate the Company for benefits provided in later years. These reserves are calculated by estimating the expected value of benefits payable and recognizing those benefits ratably over the accumulation period based on total expected assessments, using interest rates consistent with the underlying contracts' interest crediting rates. Included are contracts where the Company contractually guaranteed a death benefit even when there is insufficient value to cover monthly mortality and expense charges, whereas otherwise the contract would typically lapse ("no lapse guarantee"), and other provisions that would produce expected gains from the insurance benefit function followed by losses from that function in later years. Additional reserves for UL and VUL contracts are recorded in Future policy benefits on the Condensed Consolidated Balance Sheets.
Stabilizer and MCG: Guaranteed credited rates give rise to an embedded derivative in the stabilizer ("Stabilizer") products and a stand-alone derivative for managed custody guarantee products ("MCG"). These derivatives are measured at estimated fair value and recorded in Contract owner account balances. Changes in estimated fair value that are not related to attributed fees collected or payments made are reported in Net gains (losses) in the Condensed Consolidated Statements of Operations.
The estimated fair value of the Stabilizer embedded derivative and MCG stand-alone derivative is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. 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 actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are projected under multiple capital market scenarios using observable risk-free rates and other best estimate assumptions.
The liabilities for the Stabilizer embedded derivative and the MCG stand-alone derivative include a risk margin to capture uncertainties related to policyholder behavior assumptions. The margin represents additional compensation a market participant would require to assume these risks.
The discount rate used to determine the fair value of the liabilities for the Stabilizer embedded derivative and the MCG stand-alone derivative includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk").
16 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Reinsurance
The Company utilizes reinsurance agreements in most aspects of its insurance business to reduce its exposure to large losses. Such reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the primary liability of the Company as direct insurer of the risks reinsured.
For each of its reinsurance agreements, the Company determines whether the agreement provides indemnification against loss or liability relating to insurance risk. The Company reviews contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims. The assumptions used to account for both long and short-duration reinsurance agreements are consistent with those used for the underlying contracts, with the exception of the interest accretion rate on reinsurance recoverable assets associated with in-force business reinsured. Ceded Future policy benefits and Contract owner account balances are reported gross on the Condensed Consolidated Balance Sheets.
Long-duration: For reinsurance of long-duration contracts that transfer significant insurance risk, the difference, if any, between the amounts paid and benefits received related to the underlying contracts is included in the expected net cost of reinsurance, which is recorded in Premiums receivable and reinsurance recoverable or Other liabilities, as appropriate, on the Condensed Consolidated Balance Sheets.
Short-duration: For prospective reinsurance of short-duration contracts that meet the criteria for reinsurance accounting, amounts paid are recorded as ceded premiums and ceded unearned premiums and are reflected as a component of Premiums in the Condensed Consolidated Statements of Operations and Premium receivable and reinsurance recoverable on the Condensed Consolidated Balance Sheets, respectively. Ceded unearned premiums are amortized through premiums over the remaining contract period in proportion to the amount of protection provided.
For retroactive reinsurance of short-duration contracts that meet the criteria for reinsurance accounting, amounts paid in excess of the related insurance liabilities ceded are recognized immediately as a loss. Any gains on such retroactive agreements are deferred in Other liabilities and amortized over the remaining life of the underlying contracts.
Accounting for reinsurance requires use of assumptions and estimates, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risks. The Company reviews assumptions used to establish assets and liabilities relating to ceded and assumed reinsurance at least annually and updates them if necessary. In addition to the assumption updates, the Company adjusts these assets or liabilities for actual experience in the period in which the experience occurs. The Company also evaluates the financial strength of potential reinsurers and continually monitors the financial condition of reinsurers.
Reinsurance recoverable balances are reported net of the allowance for credit losses on the Company’s Condensed Consolidated Balance Sheets. Management estimates the credit loss allowance balance using a factor-based method of probability of default and loss given default which incorporates relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Included in the factor-based method are the consideration of capital market factors, counterparty financial information and ratings, and reinsurance agreement-specific risk characteristics such as collateral type, collateral size, and covenant strength.
The allowance for credit losses is a valuation account that is deducted from the reinsurance recoverable balance to present the net amount expected to be collected on the reinsurance recoverable. The change in the allowance for credit losses is recorded in Policyholder benefits in the Condensed Consolidated Statements of Operations.
Current reinsurance recoverable balances deemed probable of recovery and payable balances under reinsurance agreements are included in Premium receivable and reinsurance recoverable and Other liabilities, respectively. Such assets and liabilities relating to reinsurance agreements with the same reinsurer are recorded net on the Condensed Consolidated Balance Sheets if a right of offset exists within the reinsurance agreement. Premiums, Fee income and Policyholder benefits are reported net of reinsurance ceded.
17 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The Company has entered into coinsurance funds withheld reinsurance arrangements that contain embedded derivatives for which carrying value is estimated based on the change in the fair value of the assets supporting the funds withheld payable under the agreements.
Significant accounting policies that were unchanged from those included in the Company’s December 31, 2022 Annual Report on Form 10-K as a result of the adoption of ASU 2018-12 have not been repeated. These policies include Internal Replacements, Contract Owner Account Balances, and Separate Accounts.
Adoption of New Pronouncements
Long-Duration Contracts
The following section provides a description of the Company's adoption of ASU 2018-12 issued by the Financial Accounting Standards Board ("FASB") and the impact of the adoption on the Company's financial statements:
This standard, issued in August 2018, changes the measurement and disclosures of insurance liabilities and 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, measured on a retrospective catch-up basis and recognized in the period the update is made. The rate used is required to be updated quarterly, with related changes in the liability recorded in AOCI.
•Fair value measurement of contract guarantee features qualifying as Market Risk Benefits ("MRB"), with changes in fair value recognized in the Statements of Operations. Changes in the instrument-specific credit risk 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. An accounting election may be made to apply the DAC requirements to VOBA.
•Insurance entities may make an accounting policy election to exclude contracts from application of the requirements in ASU 2018-12 when those contracts have been derecognized because of a sale or disposal of a legal entity before the effective date of ASU 2018-12.
The Company adopted ASU 2018-12 on January 1, 2023, on a modified retrospective basis for the liability for future policy benefits and DAC and on a full retrospective basis for MRBs. The January 1, 2021 transition impact increased Total shareholders’ equity. This increase was primarily driven by the removal of DAC/VOBA and Premium deficiency reserve adjustment balances, and partially offset by the impact of remeasurement of Future policy benefits and Reinsurance recoverable using the discount rate at January 1, 2021. Total shareholders’ equity was also impacted by the establishment of MRB liabilities related to guaranteed minimum benefits on certain deferred annuity contracts. The Company elected the option to exclude contracts reported as discontinued operations in 2021.
Disclosures and post-transition comparative information have been restated to conform to the requirements of ASU 2018-12.
The following tables provide additional information related to the transition adjustments:
| DAC | VOBA | ||||||||||||||||
| Wealth Solutions Deferred and Individual Annuities | Businesses Exited (1) | ||||||||||||||||
| Balance, December 31, 2020 | $ | 119 | $ | 1,186 | $ | 70 | |||||||||||
| Adjustment for removal of related balances in AOCI | 571 | 104 | 635 | ||||||||||||||
| Balance, January 1, 2021 | $ | 690 | $ | 1,290 | $ | 705 | |||||||||||
18 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
| Liability for Future Policy Benefits | |||||||||||||||||
Health Solutions Group (2) | Health Solutions Voluntary (3) | Businesses Exited (1) | |||||||||||||||
| Balance, December 31, 2020 | $ | 822 | $ | 188 | $ | 5,448 | |||||||||||
| Adjustment for reversal of related balances in AOCI | — | — | (386) | ||||||||||||||
| Adjustment for loss contracts under the modified retrospective approach | 7 | 3 | 3 | ||||||||||||||
| Effect of remeasurement of liability at current discount rate | 118 | 83 | 1,362 | ||||||||||||||
| Balance, January 1, 2021 | $ | 947 | $ | 274 | $ | 6,427 | |||||||||||
(1) Includes long duration retail individual life and annuity business exited via reinsurance
(2) Includes long duration employee-sponsored group life and health products
(3) Includes long duration employee-paid whole life products
The following table presents information on transition adjustments, net of tax, related to the adoption of ASU 2018-12 for retained earnings and AOCI to arrive at the opening balances as of January 1, 2021:
| Total Shareholders' equity December 31, 2020 | $ | 11,178 | |||
| AOCI | |||||
| Reversal of AOCI adjustments | 1,328 | ||||
| Effect of remeasurement of liability at current discount rate | (1,065) | ||||
| Total AOCI adjustments | $ | 263 | |||
| Retained Earnings | |||||
| Establishment of MRBs | $ | (132) | |||
| Other adjustments | 27 | ||||
| Total Retained earnings | $ | (105) | |||
| Total adjustment for the adoption of ASU 2018-12 | $ | 158 | |||
| Total Shareholders' equity January 1, 2021 | $ | 11,336 | |||
19 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table provides a description of the Company’s adoption of other new ASUs issued by the FASB and the impact of adoption on the Company’s financial statements:
| 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. | January 1, 2023 on a prospective basis. | Adoption of the ASU did not have an impact on the Company's financial condition, results of operations, or cash flows. Required disclosure changes have been included in the Investments (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements. | ||||||||
| 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. | The amendments were effective as of March 12, 2020, the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2024. | The Company has elected to apply the optional expedient provided in ASU 2020-04 for qualifying contract modifications. To date, adoption of the guidance has not had a material 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 the project nears completion. | ||||||||
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 | ||||||||
| 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. | ||||||||
20 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
2. Investments (excluding Consolidated Investment Entities)
Fixed Maturities
Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of September 30, 2023:
| Amortized Cost | Gross Unrealized Capital Gains | Gross Unrealized Capital Losses | Embedded Derivatives(2) | Allowance for credit losses | Fair Value | ||||||||||||||||||||||||||||||
| Fixed maturities: | |||||||||||||||||||||||||||||||||||
U.S. Treasuries | $ | 458 | $ | — | $ | 40 | $ | — | $ | — | $ | 418 | |||||||||||||||||||||||
U.S. Government agencies and authorities | 54 | 1 | 2 | — | — | 53 | |||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 881 | — | 155 | — | — | 726 | |||||||||||||||||||||||||||||
U.S. corporate public securities | 8,554 | 57 | 1,436 | — | — | 7,175 | |||||||||||||||||||||||||||||
| U.S. corporate private securities | 5,114 | 10 | 521 | — | — | 4,603 | |||||||||||||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | 2,974 | 10 | 431 | — | 6 | 2,547 | |||||||||||||||||||||||||||||
Foreign corporate private securities(1) | 3,111 | 10 | 241 | — | 1 | 2,879 | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 3,710 | 28 | 340 | (1) | — | 3,397 | |||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 4,226 | 2 | 739 | — | 10 | 3,479 | |||||||||||||||||||||||||||||
| Other asset-backed securities | 2,439 | 11 | 105 | — | 2 | 2,343 | |||||||||||||||||||||||||||||
| Total fixed maturities, including securities pledged | 31,521 | 129 | 4,010 | (1) | 19 | 27,620 | |||||||||||||||||||||||||||||
| Less: Securities pledged | 1,157 | — | 155 | — | — | 1,002 | |||||||||||||||||||||||||||||
| Total fixed maturities | $ | 30,364 | $ | 129 | $ | 3,855 | $ | (1) | $ | 19 | $ | 26,618 | |||||||||||||||||||||||
(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 Net gains (losses) in the Condensed Consolidated Statements of Operations.
21 | ||||||||
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, 2022:
| Amortized Cost | Gross Unrealized Capital Gains | Gross Unrealized Capital Losses | Embedded Derivatives(2) | Allowance for credit losses | Fair Value | ||||||||||||||||||||||||||||||
| Fixed maturities: | |||||||||||||||||||||||||||||||||||
| U.S. Treasuries | $ | 590 | $ | 12 | $ | 21 | $ | — | $ | — | $ | 581 | |||||||||||||||||||||||
| U.S. Government agencies and authorities | 58 | 3 | 2 | — | — | 59 | |||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 978 | 1 | 134 | — | — | 845 | |||||||||||||||||||||||||||||
| U.S. corporate public securities | 9,343 | 97 | 1,239 | — | — | 8,201 | |||||||||||||||||||||||||||||
| U.S. corporate private securities | 5,087 | 14 | 409 | — | — | 4,692 | |||||||||||||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | 3,343 | 18 | 403 | — | 9 | 2,949 | |||||||||||||||||||||||||||||
Foreign corporate private securities(1) | 3,254 | 7 | 225 | — | 2 | 3,034 | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 4,230 | 34 | 290 | 3 | — | 3,977 | |||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 4,466 | 2 | 585 | — | — | 3,883 | |||||||||||||||||||||||||||||
| Other asset-backed securities | 2,307 | 3 | 173 | — | 1 | 2,136 | |||||||||||||||||||||||||||||
| Total fixed maturities, including securities pledged | 33,656 | 191 | 3,481 | 3 | 12 | 30,357 | |||||||||||||||||||||||||||||
| Less: Securities pledged | 1,303 | 3 | 144 | — | — | 1,162 | |||||||||||||||||||||||||||||
| Total fixed maturities | $ | 32,353 | $ | 188 | $ | 3,337 | $ | 3 | $ | 12 | $ | 29,195 | |||||||||||||||||||||||
(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 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, 2023, 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 | $ | 831 | $ | 812 | |||||||
| After one year through five years | 3,890 | 3,663 | |||||||||
| After five years through ten years | 4,091 | 3,738 | |||||||||
| After ten years | 12,334 | 10,188 | |||||||||
| Mortgage-backed securities | 7,936 | 6,876 | |||||||||
| Other asset-backed securities | 2,439 | 2,343 | |||||||||
| Fixed maturities, including securities pledged | $ | 31,521 | $ | 27,620 | |||||||
As of September 30, 2023 and December 31, 2022, 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.
22 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Repurchase Agreements and Securities Pledged
As of September 30, 2023 and December 31, 2022, the Company did not have any securities pledged in dollar rolls or reverse repurchase agreements.
The Company engages in securities lending whereby the initial collateral is required at a rate of at least 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.
In the normal course of business, the Company receives cash collateral and non-cash collateral in the form of securities. 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. 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.
The following table presents Securities pledged as of the dates indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
Securities pledged/obligations under repurchase agreements(1) | $ | 112 | $ | 113 | |||||||
Securities loaned to lending agent(2) | 682 | 907 | |||||||||
Securities pledged as collateral(2)(3) | 208 | 142 | |||||||||
Total | $ | 1,002 | $ | 1,162 | |||||||
(1) Comprised of other asset-backed securities and included in Securities pledged and Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.
(2) Included in Securities pledged on the Condensed Consolidated Balance Sheets.
(3) See Collateral within the Derivatives Note to these Condensed Consolidated Financial Statements for more information.
The following table presents collateral held by asset class that the Company pledged under securities lending as of the dates indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
| U.S. Treasuries | $ | 19 | $ | 53 | |||||||
| U.S. corporate public securities | 494 | 604 | |||||||||
| Short-term investments | 1 | — | |||||||||
| Foreign corporate public securities and foreign governments | 193 | 285 | |||||||||
Total(1) | $ | 707 | $ | 942 | |||||||
(1) As of September 30, 2023 and December 31, 2022, liabilities to return cash collateral were $560 and $807, respectively, and included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.
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.
23 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Allowance for credit losses
The following tables 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, 2023 | |||||||||||||||||||||||||||||||||||
| U.S. corporate public 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 | $ | — | $ | — | $ | 9 | $ | 2 | $ | 1 | $ | 12 | |||||||||||||||||||||||
| Credit losses on securities for which credit losses were not previously recorded | — | 10 | — | — | 1 | 11 | |||||||||||||||||||||||||||||
| Reductions for securities sold during the period | — | — | (2) | — | — | (2) | |||||||||||||||||||||||||||||
| Increase (decrease) on securities with allowance recorded in previous period | — | — | (1) | (1) | — | (2) | |||||||||||||||||||||||||||||
| Balance as of September 30 | $ | — | $ | 10 | $ | 6 | $ | 1 | $ | 2 | $ | 19 | |||||||||||||||||||||||
| Year Ended December 31, 2022 | |||||||||||||||||||||||||||||
| Residential 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 | — | 9 | — | — | 9 | ||||||||||||||||||||||||
| Reductions for securities sold during the period | — | — | (57) | — | (57) | ||||||||||||||||||||||||
| Increase (decrease) on securities with allowance recorded in previous period | (1) | — | 3 | — | 2 | ||||||||||||||||||||||||
| Balance as of December 31 | $ | — | $ | 9 | $ | 2 | $ | 1 | $ | 12 | |||||||||||||||||||
For additional information about the Company’s methodology and significant inputs used in determining whether a credit loss exists, see the Business, Basis of Presentation and Significant Accounting Policies Note to the Consolidated Financial Statements in Part II, Item 8. of the Annual Report on Form 10-K.
24 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Unrealized Capital Losses
The following tables present available-for-sale fixed maturities, including securities pledged, for which an allowance for credit losses has not been recorded by investment category and duration as of the dates indicated:
| As of September 30, 2023 | |||||||||||||||||||||||||||||||||||
| Twelve Months or Less Below Amortized Cost | More Than Twelve Months Below Amortized Cost | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Capital Losses | Fair Value | Unrealized Capital Losses | Fair Value | Unrealized Capital Losses | ||||||||||||||||||||||||||||||
| U.S. Treasuries | $ | 276 | $ | 11 | $ | 99 | $ | 29 | $ | 375 | $ | 40 | |||||||||||||||||||||||
| U.S. Government agencies and authorities | 13 | 1 | 3 | 1 | 16 | 2 | |||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 28 | 1 | 682 | 154 | 710 | 155 | |||||||||||||||||||||||||||||
| U.S. corporate public securities | 1,375 | 97 | 4,761 | 1,339 | 6,136 | 1,436 | |||||||||||||||||||||||||||||
| U.S. corporate private securities | 967 | 39 | 3,249 | 482 | 4,216 | 521 | |||||||||||||||||||||||||||||
| Foreign corporate public securities and foreign governments | 565 | 25 | 1,670 | 406 | 2,235 | 431 | |||||||||||||||||||||||||||||
| Foreign corporate private securities | 437 | 18 | 2,101 | 223 | 2,538 | 241 | |||||||||||||||||||||||||||||
| Residential mortgage-backed | 349 | 17 | 1,307 | 323 | 1,656 | 340 | |||||||||||||||||||||||||||||
| Commercial mortgage-backed | 84 | 4 | 3,234 | 735 | 3,318 | 739 | |||||||||||||||||||||||||||||
| Other asset-backed | 110 | 5 | 1,618 | 100 | 1,728 | 105 | |||||||||||||||||||||||||||||
| Total | $ | 4,204 | $ | 218 | $ | 18,724 | $ | 3,792 | $ | 22,928 | $ | 4,010 | |||||||||||||||||||||||
| As of December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Twelve Months or Less Below Amortized Cost | More Than Twelve Months Below Amortized Cost | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Capital Losses | Fair Value | Unrealized Capital Losses | Fair Value | Unrealized Capital Losses | ||||||||||||||||||||||||||||||
| U.S. Treasuries | $ | 197 | $ | 19 | $ | 9 | $ | 2 | $ | 206 | $ | 21 | |||||||||||||||||||||||
| U.S. Government agencies and authorities | 21 | 2 | — | — | 21 | 2 | |||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 751 | 121 | 30 | 13 | 781 | 134 | |||||||||||||||||||||||||||||
| U.S. corporate public securities | 5,479 | 792 | 1,137 | 447 | 6,616 | 1,239 | |||||||||||||||||||||||||||||
| U.S. corporate private securities | 3,569 | 322 | 458 | 87 | 4,027 | 409 | |||||||||||||||||||||||||||||
| Foreign corporate public securities and foreign governments | 2,050 | 260 | 391 | 143 | 2,441 | 403 | |||||||||||||||||||||||||||||
| Foreign corporate private securities | 2,728 | 211 | 65 | 14 | 2,793 | 225 | |||||||||||||||||||||||||||||
| Residential mortgage-backed | 1,538 | 128 | 562 | 162 | 2,100 | 290 | |||||||||||||||||||||||||||||
| Commercial mortgage-backed | 2,628 | 390 | 1,133 | 195 | 3,761 | 585 | |||||||||||||||||||||||||||||
| Other asset-backed | 1,430 | 104 | 578 | 69 | 2,008 | 173 | |||||||||||||||||||||||||||||
| Total | $ | 20,391 | $ | 2,349 | $ | 4,363 | $ | 1,132 | $ | 24,754 | $ | 3,481 | |||||||||||||||||||||||
25 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
As of September 30, 2023, the average duration of our fixed maturities portfolio, including securities pledged, is between 6 and 6.5 years.
As of September 30, 2023 and December 31, 2022, the Company concluded that an allowance for credit losses was not warranted for the securities above because the unrealized losses are interest rate related. 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.
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.
For the three and nine months ended September 30, 2023, intent impairments included in the Condensed Consolidated Statements of Operations, but excluding impairments included in Other comprehensive income (loss), were $18 and $25, respectively. For the three and nine months ended September 30, 2022, intent impairments were $12 and $21, respectively.
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.
Debt Restructuring
Upon the adoption of ASU 2022-02 as of January 1, 2023, the Company no longer identifies certain debt modifications as troubled debt restructuring, but instead evaluates all debt modifications to determine whether a modification results in a new loan or a continuation of an existing loan. Disclosures are required for loan modifications with borrowers experiencing financial difficulty. For the three and nine months ended September 30, 2023, the Company had no material debt modifications that require such disclosure.
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. These ratios are utilized as part of the review process described above.
26 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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, 2023 and December 31, 2022, respectively.
| As of September 30, 2023 | |||||||||||||||||||||||||||||||||||
| Loan-to-Value Ratios | |||||||||||||||||||||||||||||||||||
| Year of Origination | 0% - 50% | >50% - 60% | >60% - 70% | >70% - 80% | >80% and above | Total | |||||||||||||||||||||||||||||
| 2023 | $ | 89 | $ | 255 | $ | — | $ | — | $ | — | $ | 344 | |||||||||||||||||||||||
| 2022 | 243 | 342 | 65 | — | — | 650 | |||||||||||||||||||||||||||||
| 2021 | 247 | 224 | 230 | — | — | 701 | |||||||||||||||||||||||||||||
| 2020 | 161 | 145 | — | 10 | 16 | 332 | |||||||||||||||||||||||||||||
| 2019 | 234 | 74 | 29 | — | — | 337 | |||||||||||||||||||||||||||||
Prior | 2,603 | 359 | 6 | — | 41 | 3,009 | |||||||||||||||||||||||||||||
| Total | $ | 3,577 | $ | 1,399 | $ | 330 | $ | 10 | $ | 57 | $ | 5,373 | |||||||||||||||||||||||
| As of December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Loan-to-Value Ratios | |||||||||||||||||||||||||||||||||||
| Year of Origination | 0% - 50% | >50% - 60% | >60% - 70% | >70% - 80% | >80% and above | Total | |||||||||||||||||||||||||||||
| 2022 | $ | 250 | $ | 320 | $ | 65 | $ | — | $ | — | $ | 635 | |||||||||||||||||||||||
| 2021 | 240 | 272 | 255 | 10 | — | 777 | |||||||||||||||||||||||||||||
| 2020 | 119 | 209 | 25 | 10 | — | 363 | |||||||||||||||||||||||||||||
| 2019 | 227 | 94 | 29 | — | — | 350 | |||||||||||||||||||||||||||||
| 2018 | 163 | 41 | 2 | — | — | 206 | |||||||||||||||||||||||||||||
Prior | 2,606 | 482 | 26 | — | — | 3,114 | |||||||||||||||||||||||||||||
| Total | $ | 3,605 | $ | 1,418 | $ | 402 | $ | 20 | $ | — | $ | 5,445 | |||||||||||||||||||||||
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, 2023 and December 31, 2022, respectively.
| As of September 30, 2023 | |||||||||||||||||||||||||||||
| Debt Service Coverage Ratios | |||||||||||||||||||||||||||||
| Year of Origination | >1.5x | >1.25x - 1.5x | >1.0x - 1.25x | <1.0x | Total* | ||||||||||||||||||||||||
| 2023 | $ | 168 | $ | 109 | $ | 67 | $ | — | $ | 344 | |||||||||||||||||||
| 2022 | 229 | 56 | 203 | 162 | 650 | ||||||||||||||||||||||||
| 2021 | 262 | 14 | 77 | 348 | 701 | ||||||||||||||||||||||||
| 2020 | 225 | 25 | 5 | 77 | 332 | ||||||||||||||||||||||||
| 2019 | 204 | 26 | 86 | 21 | 337 | ||||||||||||||||||||||||
Prior | 2,243 | 315 | 261 | 190 | 3,009 | ||||||||||||||||||||||||
| Total | $ | 3,331 | $ | 545 | $ | 699 | $ | 798 | $ | 5,373 | |||||||||||||||||||
*No commercial mortgage loans were secured by land or construction loans | |||||||||||||||||||||||||||||
27 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
| As of December 31, 2022 | |||||||||||||||||||||||||||||
| Debt Service Coverage Ratios | |||||||||||||||||||||||||||||
| Year of Origination | >1.5x | >1.25x - 1.5x | >1.0x - 1.25x | <1.0x | Total* | ||||||||||||||||||||||||
| 2022 | $ | 331 | $ | 100 | $ | 181 | $ | 23 | $ | 635 | |||||||||||||||||||
| 2021 | 273 | 33 | 269 | 202 | 777 | ||||||||||||||||||||||||
| 2020 | 259 | 11 | 11 | 82 | 363 | ||||||||||||||||||||||||
| 2019 | 222 | 54 | 67 | 7 | 350 | ||||||||||||||||||||||||
| 2018 | 128 | 27 | 51 | — | 206 | ||||||||||||||||||||||||
Prior | 2,172 | 454 | 226 | 262 | 3,114 | ||||||||||||||||||||||||
| Total | $ | 3,385 | $ | 679 | $ | 805 | $ | 576 | $ | 5,445 | |||||||||||||||||||
*No commercial mortgage loans were secured by land or construction loans
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, 2023 and December 31, 2022, respectively.
| As of September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 70 | $ | 55 | $ | 7 | $ | 99 | $ | 39 | $ | 42 | $ | 3 | $ | 26 | $ | 3 | $ | 344 | |||||||||||||||||||||||||||||||||||||||
| 2022 | 140 | 131 | 48 | 99 | 113 | 93 | 5 | 1 | 20 | 650 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 99 | 63 | 126 | 148 | 111 | 94 | 10 | 49 | 1 | 701 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 73 | 156 | 17 | 10 | 12 | 40 | — | 7 | 17 | 332 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 53 | 101 | 10 | 75 | 46 | 4 | 14 | 13 | 21 | 337 | |||||||||||||||||||||||||||||||||||||||||||||||||
Prior | 778 | 620 | 777 | 202 | 217 | 202 | 47 | 146 | 20 | 3,009 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,213 | $ | 1,126 | $ | 985 | $ | 633 | $ | 538 | $ | 475 | $ | 79 | $ | 242 | $ | 82 | $ | 5,373 | |||||||||||||||||||||||||||||||||||||||
| As of December 31, 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 | $ | 140 | $ | 129 | $ | 48 | $ | 98 | $ | 114 | $ | 82 | $ | 4 | $ | 1 | $ | 19 | $ | 635 | |||||||||||||||||||||||||||||||||||||||
| 2021 | 99 | 72 | 134 | 143 | 112 | 138 | 9 | 48 | 22 | 777 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 74 | 170 | 18 | 16 | 12 | 39 | — | 7 | 27 | 363 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 58 | 106 | 10 | 77 | 46 | 5 | 14 | 13 | 21 | 350 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 50 | 62 | 55 | 10 | 14 | 10 | — | 5 | — | 206 | |||||||||||||||||||||||||||||||||||||||||||||||||
Prior | 777 | 623 | 759 | 248 | 227 | 257 | 49 | 149 | 25 | 3,114 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,198 | $ | 1,162 | $ | 1,024 | $ | 592 | $ | 525 | $ | 531 | $ | 76 | $ | 223 | $ | 114 | $ | 5,445 | |||||||||||||||||||||||||||||||||||||||
28 | ||||||||
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 property type as of the dates indicated. The information is updated as of September 30, 2023 and December 31, 2022, respectively.
| As of September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| Property Type | |||||||||||||||||||||||||||||||||||||||||||||||
| Year of Origination | Retail | Industrial | Apartments | Office | Hotel/Motel | Other | Mixed Use | Total | |||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 110 | $ | 157 | $ | 26 | $ | 19 | $ | 32 | $ | — | $ | — | $ | 344 | |||||||||||||||||||||||||||||||
| 2022 | 79 | 264 | 253 | 34 | 10 | 10 | — | 650 | |||||||||||||||||||||||||||||||||||||||
| 2021 | 36 | 151 | 363 | 124 | — | 18 | 9 | 701 | |||||||||||||||||||||||||||||||||||||||
| 2020 | 57 | 59 | 73 | 143 | — | — | — | 332 | |||||||||||||||||||||||||||||||||||||||
| 2019 | 46 | 83 | 161 | 36 | 11 | — | — | 337 | |||||||||||||||||||||||||||||||||||||||
Prior | 800 | 768 | 668 | 491 | 67 | 165 | 50 | 3,009 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,128 | $ | 1,482 | $ | 1,544 | $ | 847 | $ | 120 | $ | 193 | $ | 59 | $ | 5,373 | |||||||||||||||||||||||||||||||
| As of December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Property Type | |||||||||||||||||||||||||||||||||||||||||||||||
| Year of Origination | Retail | Industrial | Apartments | Office | Hotel/Motel | Other | Mixed Use | Total | |||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 79 | $ | 255 | $ | 247 | $ | 34 | $ | 10 | $ | 10 | $ | — | $ | 635 | |||||||||||||||||||||||||||||||
| 2021 | 37 | 168 | 420 | 125 | — | 18 | 9 | 777 | |||||||||||||||||||||||||||||||||||||||
| 2020 | 58 | 61 | 93 | 151 | — | — | — | 363 | |||||||||||||||||||||||||||||||||||||||
| 2019 | 46 | 85 | 165 | 40 | 14 | — | — | 350 | |||||||||||||||||||||||||||||||||||||||
| 2018 | 37 | 84 | 56 | 12 | — | 17 | — | 206 | |||||||||||||||||||||||||||||||||||||||
Prior | 888 | 757 | 679 | 513 | 69 | 156 | 52 | 3,114 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,145 | $ | 1,410 | $ | 1,660 | $ | 875 | $ | 93 | $ | 201 | $ | 61 | $ | 5,445 | |||||||||||||||||||||||||||||||
The following table summarizes the activity in the allowance for losses for commercial mortgage loans for the periods indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Allowance for credit losses, beginning of period | $ | 18 | $ | 15 | |||||||
| Credit losses on mortgage loans for which credit losses were not previously recorded | 2 | 3 | |||||||||
Increase (decrease) on mortgage loans with an allowance recorded in a previous period | 9 | — | |||||||||
| Provision for expected credit losses | 29 | 18 | |||||||||
| Write-offs | — | — | |||||||||
| Recoveries of amounts previously written-off | — | — | |||||||||
| Allowance for credit losses, end of period | $ | 29 | $ | 18 | |||||||
29 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents past due commercial mortgage loans as of the dates indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Delinquency: | |||||||||||
| Current | $ | 5,335 | $ | 5,445 | |||||||
| 30-59 days past due | 38 | — | |||||||||
| 60-89 days past due | — | — | |||||||||
| Greater than 90 days past due | — | — | |||||||||
| Total | $ | 5,373 | $ | 5,445 | |||||||
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, 2023, the Company had $38 of matured loans not paid off or extended, with an LTV ratio of 100%. As of December 31, 2022, the Company had no commercial mortgage loans in non-accrual status. The amount of interest income recognized on loans in non-accrual status for the nine months ended September 30, 2023 was immaterial. There was no interest income recognized on loans in non-accrual status for the year ended December 31, 2022.
Net Investment Income
The following table summarizes Net investment income by investment type for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Fixed maturities | $ | 438 | $ | 483 | $ | 1,336 | $ | 1,457 | |||||||||||||||
| Equity securities | 3 | (3) | 17 | 6 | |||||||||||||||||||
| Mortgage loans on real estate | 64 | 58 | 187 | 177 | |||||||||||||||||||
| Policy loans | 5 | 5 | 16 | 16 | |||||||||||||||||||
| Short-term investments and cash equivalents | 10 | 3 | 28 | 6 | |||||||||||||||||||
| Limited partnerships and other | 44 | (10) | 106 | 115 | |||||||||||||||||||
| Gross investment income | 564 | 536 | 1,690 | 1,777 | |||||||||||||||||||
| Less: Investment expenses | 17 | 14 | 53 | 44 | |||||||||||||||||||
| Net investment income | $ | 547 | $ | 522 | $ | 1,637 | $ | 1,733 | |||||||||||||||
As of September 30, 2023 and December 31, 2022, the Company had $18 and $11, respectively, of investments in fixed maturities that did not produce net investment income. Fixed maturities are moved to a non-accrual status when the investment defaults.
30 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Net Gains (Losses)
Net gains (losses) were as follows for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Fixed maturities, available-for-sale, including securities pledged | $ | (24) | $ | 8 | $ | (41) | $ | (71) | |||||||||||||||
| Fixed maturities, at fair value option | (135) | (294) | (243) | (844) | |||||||||||||||||||
| Equity securities, at fair value | (3) | (7) | (6) | (39) | |||||||||||||||||||
| Derivatives | 134 | 174 | 199 | 300 | |||||||||||||||||||
| Embedded derivatives - fixed maturities | (3) | (2) | (4) | (8) | |||||||||||||||||||
Other derivatives | — | 2 | — | — | |||||||||||||||||||
| Standalone derivatives | 1 | (3) | 1 | (2) | |||||||||||||||||||
| Managed custody guarantees | (15) | (6) | (12) | (8) | |||||||||||||||||||
Stabilizer | (9) | — | (9) | 19 | |||||||||||||||||||
| Mortgage loans | (1) | (1) | (11) | 4 | |||||||||||||||||||
| Other investments | 48 | 4 | 47 | 10 | |||||||||||||||||||
| Net gains (losses) | $ | (7) | $ | (125) | $ | (79) | $ | (639) | |||||||||||||||
The Company recorded a gain of $45 in relation to its revaluation of the existing investment in Voya India which was recorded in Net gains (losses) in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023.
Proceeds from the sale of fixed maturities, available-for-sale 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, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Proceeds on sales | $ | 862 | $ | 1,138 | $ | 4,499 | $ | 3,358 | |||||||||||||||
| Gross gains | 11 | 30 | 54 | 60 | |||||||||||||||||||
| Gross losses | 14 | 19 | 69 | 63 | |||||||||||||||||||
3. 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.
31 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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.
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. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments. 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 outlined in ASC Topic 815 as of September 30, 2023 and December 31, 2022.
32 | ||||||||
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, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 105 | $ | 6 | $ | — | $ | 81 | $ | — | $ | 6 | |||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||||||||||||||
Interest rate contracts | 22 | — | — | 22 | — | — | |||||||||||||||||||||||||||||
Foreign exchange contracts | 736 | 60 | 2 | 718 | 71 | 2 | |||||||||||||||||||||||||||||
Derivatives: Non-qualifying for hedge accounting(1) | |||||||||||||||||||||||||||||||||||
Interest rate contracts | 17,996 | 408 | 353 | 18,304 | 341 | 376 | |||||||||||||||||||||||||||||
| Foreign exchange contracts | 219 | 6 | 7 | 160 | 9 | 2 | |||||||||||||||||||||||||||||
| Equity contracts | 241 | 2 | 8 | 248 | 1 | 1 | |||||||||||||||||||||||||||||
| Credit contracts | 157 | — | 3 | 174 | — | 2 | |||||||||||||||||||||||||||||
| Embedded derivatives and Managed custody guarantees: | |||||||||||||||||||||||||||||||||||
Within fixed maturity investments(2) | N/A | — | 1 | N/A | 3 | — | |||||||||||||||||||||||||||||
Within reinsurance agreements(4) | N/A | 101 | 41 | N/A | 95 | 46 | |||||||||||||||||||||||||||||
Managed custody guarantees(3) | N/A | — | 18 | N/A | — | 6 | |||||||||||||||||||||||||||||
Stabilizers(3) | N/A | — | 9 | N/A | — | — | |||||||||||||||||||||||||||||
| Total | $ | 583 | $ | 442 | $ | 520 | $ | 441 | |||||||||||||||||||||||||||
(1) Open derivative contracts are reported as Derivatives assets or liabilities at fair value on the Condensed Consolidated Balance Sheets.
(2) Included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.
(3) Included in Contract owner account balances 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
The Company does not offset any derivative assets and liabilities in the Condensed Consolidated Balance Sheets. The disclosures set out in the table below include the fair values of Over-The-Counter (“OTC”) and cleared derivatives excluding exchange traded contracts subject to master netting agreements or similar agreements as of the dates indicated:
Gross Amount Recognized(1) | Counterparty Netting(2) | Cash Collateral Netting(2) | Securities Collateral Netting(2) | Net receivables/ payables | |||||||||||||
| September 30, 2023 | |||||||||||||||||
Derivative assets | $ | 482 | $ | (328) | $ | (145) | $ | (6) | $ | 3 | |||||||
Derivative liabilities | 373 | (328) | (26) | (9) | 10 | ||||||||||||
| December 31, 2022 | |||||||||||||||||
Derivative assets | 420 | (295) | (64) | (6) | 55 | ||||||||||||
Derivative liabilities | 389 | (295) | (88) | (1) | 5 | ||||||||||||
(1) As of September 30, 2023, gross amounts do not exclude asset and liability exchange traded contracts. As of December 31, 2022, gross amounts exclude asset and liability exchange traded contracts of $2 and $0, respectively.
(2) Represents the netting of receivable with payable balances, net of collateral, for the same counterparty under eligible netting agreements.
33 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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, 2023, the Company held $133 and pledged $11 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2022, the Company held $56 and pledged $79 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of September 30, 2023, the Company delivered $208 of securities and held $6 of securities as collateral. As of December 31, 2022, the Company delivered $142 of securities and held $7 of securities as collateral.
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:
| 2023 | 2022 | ||||||||||||||||||||||
| Interest Rate Contracts | Foreign Exchange Contracts | Interest Rate Contracts | Foreign Exchange Contracts | ||||||||||||||||||||
| Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | Net investment income | Net investment income and Net gains/(losses) | Net investment income | Net investment income and Net gains/(losses) | |||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||
| Amount of Gain (Loss) Recognized in Other Comprehensive Income | $ | — | $ | 7 | $ | — | $ | 64 | |||||||||||||||
| Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income | — | 3 | — | 4 | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| Amount of Gain (Loss) Recognized in Other Comprehensive Income | $ | — | $ | (11) | $ | (2) | $ | 126 | |||||||||||||||
| Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income | — | 8 | — | 9 | |||||||||||||||||||
34 | ||||||||
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 periods indicated:
| 2023 | 2022 | ||||||||||||||||||||||
| Net investment income | Net gains/(losses) | Net investment income | Net gains/(losses) | ||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||
| Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded | $ | 547 | $ | (7) | $ | 522 | $ | (125) | |||||||||||||||
| Fair value hedges: | |||||||||||||||||||||||
| Foreign exchange contracts: | |||||||||||||||||||||||
| Hedged items | — | (3) | — | (6) | |||||||||||||||||||
Derivatives designated as hedging instruments(1) | — | 4 | — | 6 | |||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Foreign exchange contracts: | |||||||||||||||||||||||
| Gain (loss) reclassified from accumulated other comprehensive income into income | 3 | — | 4 | — | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| Total amounts of line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded | $ | 1,637 | $ | (79) | $ | 1,733 | $ | (639) | |||||||||||||||
| Fair value hedges: | |||||||||||||||||||||||
| Foreign exchange contracts: | |||||||||||||||||||||||
| Hedged items | — | (1) | — | (13) | |||||||||||||||||||
Derivatives designated as hedging instruments(1) | — | 3 | — | 14 | |||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Foreign exchange contracts: | |||||||||||||||||||||||
| Gain (loss) reclassified from accumulated other comprehensive income into income | 8 | — | 9 | — | |||||||||||||||||||
(1) For the three months and nine months ended September 30, 2023, $1 and $2 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, respectively. For the three months ended September 30, 2022, an immaterial amount 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.
35 | ||||||||
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 (Loss) on Derivative | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||
| Derivatives: Non-qualifying for hedge accounting | |||||||||||||||||||||||||||||
| Interest rate contracts | Net gains (losses) | $ | 138 | $ | 176 | $ | 196 | $ | 328 | ||||||||||||||||||||
| Foreign exchange contracts | Net gains (losses) | (2) | — | (1) | (2) | ||||||||||||||||||||||||
| Equity contracts | Net gains (losses) | (7) | (8) | 1 | (36) | ||||||||||||||||||||||||
| Credit contracts | Net gains (losses) | 1 | — | — | (4) | ||||||||||||||||||||||||
Embedded derivatives and Managed custody guarantees: | |||||||||||||||||||||||||||||
| Within fixed maturity investments | Net gains (losses) | (3) | (2) | (4) | (8) | ||||||||||||||||||||||||
Within reinsurance agreements(1) | Policyholder benefits | 29 | 57 | 11 | 233 | ||||||||||||||||||||||||
| Managed custody guarantees | Net gains (losses) | (15) | (6) | (12) | (8) | ||||||||||||||||||||||||
Stabilizers | Net gains (losses) | (9) | — | (9) | 19 | ||||||||||||||||||||||||
| Total | $ | 132 | $ | 217 | $ | 182 | $ | 522 | |||||||||||||||||||||
(1) For the three months and nine months ended September 30, 2023, the amount excluded gains (losses) of $1 from standalone derivatives recognized in Net gains (losses). For the three months and nine months ended September 30, 2022, the amount excluded gains (losses) of $(3) and $(2), respectively, from standalone derivatives recognized in Net gains (losses).
36 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
4. 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, 2023:
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Fixed maturities, including securities pledged: | |||||||||||||||||||||||
U.S. Treasuries | $ | 366 | $ | 52 | $ | — | $ | 418 | |||||||||||||||
U.S. Government agencies and authorities | — | 52 | 1 | 53 | |||||||||||||||||||
State, municipalities and political subdivisions | — | 726 | — | 726 | |||||||||||||||||||
| U.S. corporate public securities | — | 7,157 | 18 | 7,175 | |||||||||||||||||||
| U.S. corporate private securities | — | 3,135 | 1,468 | 4,603 | |||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | — | 2,547 | — | 2,547 | |||||||||||||||||||
Foreign corporate private securities(1) | — | 2,404 | 475 | 2,879 | |||||||||||||||||||
| Residential mortgage-backed securities | — | 3,334 | 63 | 3,397 | |||||||||||||||||||
| Commercial mortgage-backed securities | — | 3,479 | — | 3,479 | |||||||||||||||||||
| Other asset-backed securities | — | 2,293 | 50 | 2,343 | |||||||||||||||||||
Total fixed maturities, including securities pledged | 366 | 25,179 | 2,075 | 27,620 | |||||||||||||||||||
Equity securities | 111 | — | 190 | 301 | |||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||
| Interest rate contracts | 1 | 407 | — | 408 | |||||||||||||||||||
| Foreign exchange contracts | — | 72 | — | 72 | |||||||||||||||||||
| Equity contracts | — | 2 | — | 2 | |||||||||||||||||||
| Embedded derivative on reinsurance | — | 101 | — | 101 | |||||||||||||||||||
| Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements | 2,016 | 13 | — | 2,029 | |||||||||||||||||||
| Assets held in separate accounts | 79,775 | 5,375 | 341 | 85,491 | |||||||||||||||||||
| Total assets | $ | 82,269 | $ | 31,149 | $ | 2,606 | $ | 116,024 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | — | $ | — | $ | 112 | $ | 112 | |||||||||||||||
| Stabilizer and MCGs | — | — | 27 | 27 | |||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||
| Interest rate contracts | 11 | 342 | — | 353 | |||||||||||||||||||
| Foreign exchange contracts | — | 9 | — | 9 | |||||||||||||||||||
| Equity contracts | — | 8 | — | 8 | |||||||||||||||||||
| Credit contracts | — | 3 | — | 3 | |||||||||||||||||||
| Embedded derivative on reinsurance | — | (16) | (2) | 57 | (3) | 41 | |||||||||||||||||
| Total liabilities | $ | 11 | $ | 346 | $ | 196 | $ | 553 | |||||||||||||||
(1) Primarily U.S. dollar denominated.
(2) The Company classifies the embedded derivative within liabilities given the underlying nature of the balance and the right-of-offset.
(3) Represents the standalone derivative.
37 | ||||||||
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, 2022:
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Fixed maturities, including securities pledged: | |||||||||||||||||||||||
| U.S. Treasuries | $ | 433 | $ | 148 | $ | — | $ | 581 | |||||||||||||||
| U.S. Government agencies and authorities | — | 58 | 1 | 59 | |||||||||||||||||||
| State, municipalities and political subdivisions | — | 845 | — | 845 | |||||||||||||||||||
| U.S. corporate public securities | — | 8,181 | 20 | 8,201 | |||||||||||||||||||
| U.S. corporate private securities | — | 2,891 | 1,801 | 4,692 | |||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | — | 2,946 | 3 | 2,949 | |||||||||||||||||||
Foreign corporate private securities(1) | — | 2,602 | 432 | 3,034 | |||||||||||||||||||
| Residential mortgage-backed securities | — | 3,949 | 28 | 3,977 | |||||||||||||||||||
| Commercial mortgage-backed securities | — | 3,883 | — | 3,883 | |||||||||||||||||||
| Other asset-backed securities | — | 2,072 | 64 | 2,136 | |||||||||||||||||||
| Total fixed maturities, including securities pledged | 433 | 27,575 | 2,349 | 30,357 | |||||||||||||||||||
Equity securities | 140 | — | 196 | 336 | |||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||
| Interest rate contracts | 2 | 339 | — | 341 | |||||||||||||||||||
| Foreign exchange contracts | — | 80 | — | 80 | |||||||||||||||||||
| Equity contracts | — | 1 | — | 1 | |||||||||||||||||||
| Embedded derivative on reinsurance | — | 95 | — | 95 | |||||||||||||||||||
| Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements | 2,430 | 24 | — | 2,454 | |||||||||||||||||||
| Assets held in separate accounts | 74,600 | 5,227 | 347 | 80,174 | |||||||||||||||||||
| Total assets | $ | 77,605 | $ | 33,341 | $ | 2,892 | $ | 113,838 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | — | $ | — | $ | 112 | $ | 112 | |||||||||||||||
| Stabilizer and MCGs | — | — | 6 | 6 | |||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||
| Interest rate contracts | 3 | 373 | — | 376 | |||||||||||||||||||
| Foreign exchange contracts | — | 10 | — | 10 | |||||||||||||||||||
| Equity contracts | — | 1 | — | 1 | |||||||||||||||||||
| Credit contracts | — | 2 | — | 2 | |||||||||||||||||||
| Embedded derivative on reinsurance | — | (12) | (2) | 58 | (3) | 46 | |||||||||||||||||
| Total liabilities | $ | 3 | $ | 374 | $ | 176 | $ | 553 | |||||||||||||||
(1) Primarily U.S. dollar denominated.
(2) The Company classifies the embedded derivative within liabilities given the underlying nature of the balance and the right-of-offset.
(3) Represents the standalone derivative.
Valuation of Financial Assets and Liabilities at Fair Value
Certain assets and liabilities are measured at estimated fair value on the Company's Condensed 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
38 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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.
When available, the fair value of the Company's financial assets and liabilities are based on quoted prices of identical assets in active markets and therefore, reflected in Level 1. 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.
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.
39 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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.
Contingent consideration: The fair value of the contingent consideration liability associated with the Company’s acquisitions uses unobservable inputs and as such are reported as Level 3. Unobservable inputs include projected revenues, duration of earnouts and other metrics as well as discount rate. Changes in the fair value of the contingent consideration are recorded in Operating expenses in the Company’s Condensed Consolidated Statements of Operations.
Stabilizer and MCGs: 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 projected under multiple capital market scenarios using observable risk-free rates and other best estimate assumptions. These derivatives are classified as Level 3 liabilities.
The discount rate used to determine the fair value of the Company's Stabilizer embedded derivative liabilities and MCG stand-alone derivative 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 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.
40 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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.
41 | ||||||||
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, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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. Government agencies and authorities | $ | 1 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1 | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
| U.S. corporate public securities | 20 | — | 1 | — | — | — | — | — | (3) | 18 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. corporate private securities | 1,732 | — | (49) | 24 | — | — | (46) | 63 | (256) | 1,468 | — | (49) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate private securities(1) | 413 | (2) | (6) | 58 | — | — | (20) | 53 | (21) | 475 | (2) | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 57 | (3) | — | 3 | — | — | — | 6 | — | 63 | (3) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other asset-backed securities | 45 | — | — | 10 | — | — | (1) | — | (4) | 50 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total fixed maturities, including securities pledged | 2,268 | (5) | (54) | 95 | — | — | (67) | 122 | (284) | 2,075 | (5) | (55) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities, at fair value | 192 | (2) | — | — | — | — | — | — | — | 190 | (2) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration | (112) | — | — | — | — | — | — | — | — | (112) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stabilizer and MCGs(2) | (3) | (24) | — | — | — | — | — | — | — | (27) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Embedded derivatives on reinsurance | (58) | 1 | — | — | — | — | — | — | — | (57) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets held in separate accounts(4) | 344 | (5) | — | 1 | — | (4) | — | 6 | (1) | 341 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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 Net gains (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 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.
42 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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. Government agencies and authorities | $ | 1 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1 | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
| U.S. corporate public securities | 20 | — | — | — | — | — | 1 | — | (3) | 18 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. corporate private securities | 1,801 | — | (46) | 104 | — | (3) | (137) | 45 | (296) | 1,468 | — | (48) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | 3 | — | — | — | — | — | — | — | (3) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign corporate private securities(1) | 432 | 1 | 1 | 115 | — | — | (197) | 130 | (7) | 475 | 1 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 28 | (6) | — | 37 | — | — | — | 4 | — | 63 | (6) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other asset-backed securities | 64 | — | (1) | 10 | — | — | (1) | — | (22) | 50 | — | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total fixed maturities, including securities pledged | 2,349 | (5) | (46) | 266 | — | (3) | (334) | 179 | (331) | 2,075 | (5) | (49) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities, at fair value | 196 | (10) | — | — | — | — | — | 4 | — | 190 | (10) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration | (112) | — | — | — | — | — | — | — | — | (112) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stabilizer and MCGs(2) | (6) | (20) | — | — | (1) | — | — | — | — | (27) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Embedded derivatives on reinsurance | (58) | 1 | — | — | — | — | — | — | — | (57) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets held in separate accounts(4) | 347 | (9) | — | 8 | — | (13) | — | 9 | (1) | 341 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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 Net gains (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 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.
43 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
| 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) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration | (11) | — | — | — | — | — | — | — | — | (11) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stabilizer and MCGs(2) | (4) | (5) | — | — | — | — | — | — | — | (9) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Embedded derivatives on reinsurance | (86) | (3) | — | — | — | — | — | — | — | (89) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets held in separate accounts(4) | 349 | (9) | — | 32 | — | (16) | — | — | (17) | 339 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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 Net gains (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 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.
44 | ||||||||
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) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration | (11) | — | — | — | — | — | — | — | — | (11) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stabilizer and MCGs(2) | (20) | 12 | — | — | (1) | — | — | — | — | (9) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 Net gains (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 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.
45 | ||||||||
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, 2023 and 2022, 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.
46 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The carrying values and estimated fair values of the Company's financial instruments as of the dates indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Fixed maturities, including securities pledged | $ | 27,620 | $ | 27,620 | $ | 30,357 | $ | 30,357 | |||||||||||||||
| Equity securities | 301 | 301 | 336 | 336 | |||||||||||||||||||
| Mortgage loans on real estate | 5,373 | 4,938 | 5,445 | 5,149 | |||||||||||||||||||
| Policy loans | 358 | 358 | 363 | 363 | |||||||||||||||||||
| Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements | 2,029 | 2,029 | 2,454 | 2,454 | |||||||||||||||||||
| Derivatives | 482 | 482 | 422 | 422 | |||||||||||||||||||
| Embedded derivatives on reinsurance | 101 | 101 | 95 | 95 | |||||||||||||||||||
| Other investments | 63 | 63 | 68 | 68 | |||||||||||||||||||
| Assets held in separate accounts | 85,491 | 85,491 | 80,174 | 80,174 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Investment contract liabilities: | |||||||||||||||||||||||
Funding agreements without fixed maturities and deferred annuities(1) | $ | 32,871 | $ | 33,433 | $ | 35,707 | $ | 36,385 | |||||||||||||||
| Funding agreements with fixed maturities | 1,176 | 1,180 | 1,285 | 1,281 | |||||||||||||||||||
| Supplementary contracts, immediate annuities and other | 455 | 423 | 727 | 636 | |||||||||||||||||||
| Stabilizer and MCGs | 27 | 27 | 6 | 6 | |||||||||||||||||||
| Derivatives | 373 | 373 | 389 | 389 | |||||||||||||||||||
| Embedded derivative on reinsurance | 41 | 41 | 46 | 46 | |||||||||||||||||||
| Short-term debt | 2 | 2 | 141 | 142 | |||||||||||||||||||
| Long-term debt | 2,095 | 1,881 | 2,094 | 1,935 | |||||||||||||||||||
(1) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within the Stabilizer and MCGs section of the table above.
The following table presents the classification 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 | ||||
47 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
5. Deferred Policy Acquisition Costs and Value of Business Acquired
The following table presents a rollforward of DAC and VOBA for the periods indicated:
| DAC | VOBA | ||||||||||||||||
| Wealth Solutions Deferred and Individual Annuities | Businesses exited | ||||||||||||||||
| Balance as of January 1, 2022 | $ | 691 | $ | 1,158 | $ | 473 | |||||||||||
| Deferrals of commissions and expenses | 59 | — | 5 | ||||||||||||||
| Amortization expense | (59) | (115) | (39) | ||||||||||||||
| Balance as of December 31, 2022 | $ | 691 | $ | 1,043 | $ | 439 | |||||||||||
| Deferrals of commissions and expenses | 44 | — | 3 | ||||||||||||||
| Amortization expense | (42) | (79) | (28) | ||||||||||||||
| Balance as of September 30, 2023 | $ | 693 | $ | 964 | $ | 414 | |||||||||||
The following table shows a reconciliation of DAC and VOBA balances to the Condensed Consolidated Balance Sheets for the periods indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
| DAC: | |||||||||||
Wealth Solutions Deferred and Individual Annuities | $ | 693 | $ | 691 | |||||||
Businesses exited | 964 | 1,043 | |||||||||
| Other | 207 | 190 | |||||||||
| VOBA | 414 | 439 | |||||||||
| Total | $ | 2,278 | $ | 2,363 | |||||||
There was no loss recognition for VOBA during 2023 and 2022.
48 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
6. Reserves for Future Policy Benefits and Contract Owner Account Balances
The balances and changes in the liability for future policy benefits for Health Solutions Group, Health Solutions Voluntary and Businesses Exited are presented in the tables below for the periods indicated:
| Health Solutions Group | Health Solutions Voluntary | Businesses Exited | ||||||||||||||||||||||||
| September 30, 2023 | December 31, 2022 | September 30, 2023 | December 31, 2022 | September 30, 2023 | December 31, 2022 | |||||||||||||||||||||
| Present Value of Expected Net Premiums: | ||||||||||||||||||||||||||
| Balance at January 1 | $ | 77 | $ | 93 | $ | 97 | $ | 105 | $ | 4,244 | $ | 5,634 | ||||||||||||||
| Beginning balance at original discount rate | 84 | 85 | 100 | 92 | 4,128 | 4,226 | ||||||||||||||||||||
| Effect of change in cash flow assumptions | (6) | (7) | 6 | — | (921) | (69) | ||||||||||||||||||||
| Effect of actual variances from expected experience | 18 | 23 | 6 | 20 | (61) | 86 | ||||||||||||||||||||
| Adjusted balance at January 1 | 96 | 101 | 112 | 112 | 3,146 | 4,243 | ||||||||||||||||||||
| Interest accrual | 2 | 2 | 3 | 4 | 155 | 230 | ||||||||||||||||||||
Net premiums collected(1) | (16) | (19) | (12) | (16) | (243) | (345) | ||||||||||||||||||||
| Ending balance at original discount rate | 82 | 84 | 103 | 100 | 3,058 | 4,128 | ||||||||||||||||||||
| Effects of changes in discount rate assumptions | (8) | (7) | (7) | (3) | (47) | 116 | ||||||||||||||||||||
| Balance at end of period | $ | 74 | $ | 77 | $ | 96 | $ | 97 | $ | 3,011 | $ | 4,244 | ||||||||||||||
| Present Value of Expected Future Policy Benefits: | ||||||||||||||||||||||||||
| Balance at January 1 | $ | 881 | $ | 1,048 | $ | 285 | $ | 359 | $ | 8,639 | $ | 11,444 | ||||||||||||||
| Beginning balance at original discount rate | 913 | 952 | 294 | 290 | 8,644 | 9,079 | ||||||||||||||||||||
| Effect of change in cash flow assumptions | (15) | (43) | 13 | (2) | (805) | (77) | ||||||||||||||||||||
| Effect of actual variances from expected experience | 1 | (27) | 6 | 11 | (80) | (52) | ||||||||||||||||||||
| Adjusted balance at January 1 | 899 | 882 | 313 | 299 | 7,759 | 8,950 | ||||||||||||||||||||
| Issuances | 103 | 139 | — | — | 13 | 13 | ||||||||||||||||||||
| Interest accrual | 18 | 25 | 11 | 14 | 317 | 458 | ||||||||||||||||||||
| Benefit payments | (98) | (133) | (16) | (19) | (568) | (777) | ||||||||||||||||||||
| Ending balance at original discount rate | 922 | 913 | 308 | 294 | 7,521 | 8,644 | ||||||||||||||||||||
| Effects of changes in discount rate assumptions | (57) | (32) | (29) | (9) | (330) | (5) | ||||||||||||||||||||
| Balance at end of period | $ | 865 | $ | 881 | $ | 279 | $ | 285 | $ | 7,191 | $ | 8,639 | ||||||||||||||
49 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
| Net liability for future policy benefits | $ | 791 | $ | 804 | $ | 183 | $ | 188 | $ | 4,179 | $ | 4,395 | ||||||||||||||
| Less: Reinsurance recoverable | 301 | 283 | — | — | 4,127 | 4,411 | ||||||||||||||||||||
| Net liability for future policy benefits, after reinsurance recoverable | $ | 490 | $ | 521 | $ | 183 | $ | 188 | $ | 52 | $ | (16) | ||||||||||||||
(1) Net Premiums collected represent the portion of gross premiums collected from policyholders that is used to fund expected benefit payments.
The reconciliation of the net liability for future policy benefits to the liability for future policy benefits in the Condensed Consolidated Balance Sheets is presented below:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Health Solutions Group | $ | 791 | $ | 804 | |||||||
| Health Solutions Voluntary | 183 | 188 | |||||||||
| Businesses Exited - Future policy benefits | 4,179 | 4,395 | |||||||||
| Businesses Exited – Additional liability | 2,001 | 2,107 | |||||||||
| Other | 2,217 | 2,225 | |||||||||
| Total | $ | 9,371 | $ | 9,719 | |||||||
The amount of undiscounted expected gross premiums and future benefit payments is presented in the table below:
| September 30, 2023 | December 31, 2022 | ||||||||||||||||
| Undiscounted | Discounted | Undiscounted | Discounted | ||||||||||||||
| Health Solutions Group | |||||||||||||||||
| Expected future benefit payments | $ | 1,149 | $ | 922 | $ | 1,141 | $ | 913 | |||||||||
| Expected future gross premiums | 312 | 247 | 286 | 231 | |||||||||||||
| Health Solutions Voluntary | |||||||||||||||||
| Expected future benefit payments | 671 | 308 | 588 | 294 | |||||||||||||
| Expected future gross premiums | 343 | 214 | 307 | 205 | |||||||||||||
The following table presents a rollforward of the additional reserve liability for Businesses exited for the periods indicated:
| Businesses exited | |||||||||||
| September 30, 2023 | December 31, 2022 | ||||||||||
| Balance at beginning of period | $ | 2,107 | $ | 1,715 | |||||||
| Effect of change in cash flow assumptions | (44) | 540 | |||||||||
| Effect of actual variances from expected experience | (20) | 15 | |||||||||
| Adjusted balance at January 1 | 2,043 | 2,270 | |||||||||
| Interest accrual | 64 | 80 | |||||||||
| Excess Benefits | (301) | (427) | |||||||||
| Assessments | 195 | 184 | |||||||||
| Balance at end of period | 2,001 | 2,107 | |||||||||
| Less: Reinsurance recoverable | 1,949 | 2,054 | |||||||||
| Net additional liability, after reinsurance recoverable | $ | 52 | $ | 53 | |||||||
50 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table presents the weighted average duration of the liability for future policy benefits and the weighted average interest rates for the periods indicated:
| Health Solutions Group | Health Solutions Voluntary | Businesses Exited | ||||||||||||||||||||||||
| September 30, 2023 | December 31, 2022 | September 30, 2023 | December 31, 2022 | September 30, 2023 | December 31, 2022 | |||||||||||||||||||||
Weighted average duration (in years)(1) | 7 | 7 | 14 | 14 | 8 | 8 | ||||||||||||||||||||
| Interest accretion rate | 4.0 | % | 4.1 | % | 5.3 | % | 5.3 | % | 4.9 | % | 5.0 | % | ||||||||||||||
| Current discount rate | 5.8 | % | 5.2 | % | 6.0 | % | 5.4 | % | 5.6 | % | 5.7 | % | ||||||||||||||
(1) Weighted average duration (in years) for Businesses Exited includes additional liability.
The weighted average interest rates for the additional liability related to businesses exited were 4.2% and 4.3% for the periods ended September 30, 2023 and December 31, 2022, respectively.
The following table presents a rollforward of Contract owner account balances for the periods indicated:
| Wealth Solutions Deferred Group and Individual Annuity | Businesses Exited | ||||||||||||||||
| September 30, 2023 | December 31, 2022 | September 30, 2023 | December 31, 2022 | ||||||||||||||
| Balance at January 1 | $ | 33,622 | $ | 33,044 | $ | 5,146 | $ | 5,532 | |||||||||
| Deposits | 1,726 | 2,962 | 217 | 310 | |||||||||||||
| Fee income | (6) | (8) | (281) | (384) | |||||||||||||
| Surrenders and withdrawals | (3,891) | (4,280) | (310) | (281) | |||||||||||||
| Benefit payments | (133) | (157) | (111) | (144) | |||||||||||||
Net transfers from (to) the general account | (59) | 1,174 | (1) | — | |||||||||||||
| Interest credited | 664 | 874 | 108 | 150 | |||||||||||||
| Other | 8 | 13 | — | (37) | |||||||||||||
| Ending Balance | $ | 31,931 | $ | 33,622 | $ | 4,768 | $ | 5,146 | |||||||||
| Weighted-average crediting rate | 2.7 | % | 2.6 | % | 2.5 | % | 2.5 | % | |||||||||
Net amount at risk (1) | $ | 148 | $ | 199 | $ | 801 | $ | 900 | |||||||||
| Cash surrender value | $ | 31,455 | $ | 33,125 | $ | 1,581 | $ | 1,824 | |||||||||
(1) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date and is calculated at a contract level. When a contract has both a living benefit and a death benefit, the Company calculates NAR at a contract level and aggregates the higher of the two values together.
The following table shows a reconciliation of the Contract owner account balances to the Condensed Consolidated Balance Sheets for the periods indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Wealth Solutions Deferred group and individual annuity | $ | 31,931 | $ | 33,622 | |||||||
| Businesses exited | 4,768 | 5,146 | |||||||||
| Other | 3,436 | 3,687 | |||||||||
| Total | $ | 40,135 | $ | 42,455 | |||||||
51 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table summarizes detail on the differences between the interest rate being credited to contract holders as of September 30, 2023, and the respective guaranteed minimum interest rates ("GMIRs"):
Account Value(1) | ||||||||||||||||||||||||||||||||||||||||||||
| Excess of crediting rate over GMIR | ||||||||||||||||||||||||||||||||||||||||||||
| At GMIR | Up to .50% Above GMIR | 0.51% - 1.00% Above GMIR | 1.01% - 1.50% Above GMIR | 1.51% - 2.00% Above GMIR | More than 2.00% Above GMIR | Total | ||||||||||||||||||||||||||||||||||||||
| Guaranteed minimum interest rate | ||||||||||||||||||||||||||||||||||||||||||||
| Up to 1.00% | $ | 141 | $ | 6,261 | $ | 2,696 | $ | 2,010 | $ | 833 | $ | 785 | $ | 12,726 | ||||||||||||||||||||||||||||||
| 1.01% - 2.00% | 553 | 135 | 51 | 4 | 2 | 6 | 751 | |||||||||||||||||||||||||||||||||||||
| 2.01% - 3.00% | 11,617 | 77 | 53 | 110 | — | 3 | 11,860 | |||||||||||||||||||||||||||||||||||||
| 3.01% - 4.00% | 9,197 | 153 | — | 5 | — | — | 9,355 | |||||||||||||||||||||||||||||||||||||
| 4.01% and Above | 1,584 | 84 | — | — | — | — | 1,668 | |||||||||||||||||||||||||||||||||||||
Renewable beyond 12 months (MYGA)(2) | 427 | — | — | — | 3 | — | 430 | |||||||||||||||||||||||||||||||||||||
| Total discretionary rate setting products | $ | 23,519 | $ | 6,710 | $ | 2,800 | $ | 2,129 | $ | 838 | $ | 794 | $ | 36,790 | ||||||||||||||||||||||||||||||
(1) Includes only the account values for investment spread products with GMIRs and discretionary crediting rates, net of policy loans. Excludes Stabilizer products, which are fee based.
(2) Represents multi year guaranteed annuity ("MYGA") contracts with renewal dates after September 30, 2023 on which we are required to credit interest above the contractual GMIR for at least the next twelve months.
The following table summarizes detail on the differences between the interest rate being credited to contract holders as of December 31, 2022 and the respective GMIRs:
Account Value(1) | ||||||||||||||||||||||||||||||||||||||||||||
| Excess of crediting rate over GMIR | ||||||||||||||||||||||||||||||||||||||||||||
| At GMIR | Up to .50% Above GMIR | 0.51% - 1.00% Above GMIR | 1.01% - 1.50% Above GMIR | 1.51% - 2.00% Above GMIR | More than 2.00% Above GMIR | Total | ||||||||||||||||||||||||||||||||||||||
| Guaranteed minimum interest rate | ||||||||||||||||||||||||||||||||||||||||||||
| Up to 1.00% | $ | 5,848 | $ | 2,967 | $ | 1,907 | $ | 1,112 | $ | 1,462 | $ | 102 | $ | 13,398 | ||||||||||||||||||||||||||||||
| 1.01% - 2.00% | 707 | 51 | 35 | 2 | 2 | 7 | 804 | |||||||||||||||||||||||||||||||||||||
| 2.01% - 3.00% | 12,677 | 56 | 47 | 109 | — | 3 | 12,892 | |||||||||||||||||||||||||||||||||||||
| 3.01% - 4.00% | 9,448 | 153 | — | — | — | — | 9,601 | |||||||||||||||||||||||||||||||||||||
| 4.01% and Above | 1,643 | 87 | — | — | — | — | 1,730 | |||||||||||||||||||||||||||||||||||||
Renewable beyond 12 months (MYGA)(2) | 402 | — | — | — | 3 | — | 405 | |||||||||||||||||||||||||||||||||||||
| Total discretionary rate setting products | $ | 30,725 | $ | 3,314 | $ | 1,989 | $ | 1,223 | $ | 1,467 | $ | 112 | $ | 38,830 | ||||||||||||||||||||||||||||||
(1) Includes only the account values for investment spread products with GMIRs and discretionary crediting rates, net of policy loans. Excludes Stabilizer products, which are fee based.
(2) Represents MYGA contracts with renewal dates after December 31, 2022 on which we are required to credit interest above the contractual GMIR for at least the next twelve months.
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").
52 | ||||||||
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, 2023 | |||||||||||||||||||||||
| Direct | Assumed | Ceded | Total, Net of Reinsurance | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Premiums receivable | $ | 179 | $ | 10 | $ | (208) | $ | (19) | |||||||||||||||
| Reinsurance recoverable, net of allowance for credit losses | — | — | 11,784 | 11,784 | |||||||||||||||||||
| Total | $ | 179 | $ | 10 | $ | 11,576 | $ | 11,765 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Future policy benefits and contract owner account balances | $ | 48,525 | $ | 981 | $ | — | $ | 49,506 | |||||||||||||||
| Liability for funds withheld under reinsurance agreements | 96 | — | — | 96 | |||||||||||||||||||
| Total | $ | 48,621 | $ | 981 | $ | — | $ | 49,602 | |||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Direct | Assumed | Ceded | Total, Net of Reinsurance | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Premiums receivable | $ | 172 | $ | 11 | $ | (212) | $ | (29) | |||||||||||||||
| Reinsurance recoverable, net of allowance for credit losses | — | — | 12,455 | 12,455 | |||||||||||||||||||
| Total | $ | 172 | $ | 11 | $ | 12,243 | $ | 12,426 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Future policy benefits and contract owner account balances | $ | 51,137 | $ | 1,037 | $ | — | $ | 52,174 | |||||||||||||||
| Liability for funds withheld under reinsurance agreements | 104 | — | — | 104 | |||||||||||||||||||
| Total | $ | 51,241 | $ | 1,037 | $ | — | $ | 52,278 | |||||||||||||||
53 | ||||||||
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, | |||||||||||
| 2023 | 2022 | ||||||||||
| Premiums: | |||||||||||
| Direct premiums | $ | 896 | $ | 815 | |||||||
| Reinsurance assumed | 5 | 5 | |||||||||
| Reinsurance ceded | (219) | (214) | |||||||||
| Net premiums | $ | 682 | $ | 606 | |||||||
| Fee income: | |||||||||||
| Gross fee income | $ | 585 | $ | 543 | |||||||
| Reinsurance assumed | 4 | 5 | |||||||||
| Reinsurance ceded | (100) | (103) | |||||||||
| Net fee income | $ | 489 | $ | 445 | |||||||
Interest credited and other benefits to contract owners / policyholders: | |||||||||||
Direct interest credited and other benefits to contract owners / policyholders | $ | 1,099 | $ | 1,351 | |||||||
| Reinsurance assumed | 21 | 13 | |||||||||
| Reinsurance ceded | (321) | (827) | |||||||||
Net interest credited and other benefits to contract owners / policyholders | $ | 799 | $ | 537 | |||||||
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Premiums: | |||||||||||
| Direct premiums | $ | 2,706 | $ | 2,439 | |||||||
| Reinsurance assumed | 20 | 19 | |||||||||
| Reinsurance ceded | (682) | (647) | |||||||||
| Net premiums | $ | 2,044 | $ | 1,811 | |||||||
| Fee income: | |||||||||||
| Gross fee income | $ | 1,718 | $ | 1,588 | |||||||
| Reinsurance assumed | 13 | 14 | |||||||||
| Reinsurance ceded | (304) | (311) | |||||||||
| Net fee income | $ | 1,427 | $ | 1,291 | |||||||
Interest credited and other benefits to contract owners / policyholders: | |||||||||||
Direct interest credited and other benefits to contract owners / policyholders | $ | 3,221 | $ | 3,431 | |||||||
| Reinsurance assumed | 51 | 35 | |||||||||
| Reinsurance ceded | (1,040) | (1,631) | |||||||||
Net interest credited and other benefits to contract owners / policyholders | $ | 2,232 | $ | 1,835 | |||||||
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, 2023 and December 31, 2022, the Company had a deposit asset of $1.3 billion and $1.5 billion, respectively, which is reported in Other assets on the Condensed Consolidated Balance Sheets.
54 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
8. Separate Accounts
The following tables present a rollforward of Separate account liabilities for the Wealth Solutions stabilizer and deferred annuity business, including a reconciliation to the Condensed Consolidated Balance Sheets, for the periods indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Wealth Solutions Stabilizer | Wealth Solutions Deferred Annuity | Total | Wealth Solutions Stabilizer | Wealth Solutions Deferred Annuity | Total | ||||||||||||||||||||||||||||||
| Balance at January 1 | $ | 7,196 | $ | 69,152 | $ | 76,348 | $ | 8,091 | $ | 86,927 | $ | 95,018 | |||||||||||||||||||||||
Policyholder behavior (1) | (288) | 244 | (44) | (68) | (1,309) | (1,377) | |||||||||||||||||||||||||||||
| Fee income | (25) | (316) | (341) | (34) | (423) | (457) | |||||||||||||||||||||||||||||
| Investment performance | 35 | 5,698 | 5,733 | (794) | (16,044) | (16,838) | |||||||||||||||||||||||||||||
| Other | 1 | — | 1 | 1 | 1 | 2 | |||||||||||||||||||||||||||||
| Balance at end of period | $ | 6,919 | $ | 74,778 | $ | 81,697 | $ | 7,196 | $ | 69,152 | $ | 76,348 | |||||||||||||||||||||||
| Reconciliation to Condensed Consolidated Balance Sheets: | |||||||||||||||||||||||||||||||||||
| Other | 3,794 | 3,826 | |||||||||||||||||||||||||||||||||
| Total Separate Account liabilities | $ | 85,491 | $ | 80,174 | |||||||||||||||||||||||||||||||
(1) Policyholder behavior includes premiums and deposits, surrenders and withdrawals, benefit payments, and net transfers to and from the separate account.
Stabilizer products allow the contract holder to select either the market value of the account or the book value of the account at termination. The book value of the account is equal to deposits plus interest, less any withdrawals. The fair value is estimated using the income approach.
Cash surrender value represents the amount of the contract holders' account balances distributable at the balance sheet date, less certain surrender charges. The cash surrender value for Wealth Solutions deferred annuity products was $74,747 and $69,121, as of September 30, 2023 and December 31, 2022, respectively.
The aggregate fair value of assets, by major investment asset category, supporting separate accounts was as follows for the periods indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ | 1,026 | $ | 1,586 | |||||||
| Corporate debt securities | 1,752 | 1,647 | |||||||||
| Foreign debt securities | 672 | 660 | |||||||||
| Mortgage-backed securities | 3,319 | 3,434 | |||||||||
| Equity securities (including mutual funds) | 78,133 | 72,309 | |||||||||
| Cash, cash equivalents and short-term investments | 337 | 311 | |||||||||
| Receivable for securities and accruals | 252 | 227 | |||||||||
| Total | $ | 85,491 | $ | 80,174 | |||||||
9. Segments
The Company provides its principal products and services through three segments: Wealth Solutions, Health Solutions and Investment Management. The Company's chief operating decision maker views and manages the business through these three segments.
The Wealth Solutions segment provides tax-deferred, employer-sponsored retirement savings plans and administrative services to corporate, education, healthcare, other non-profit and government entities, and stable value products to institutional clients
55 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
where the Company may or may not be providing defined contribution products and services, as well as individual retirement accounts ("IRAs"), other retail financial products and comprehensive financial services to individual customers.
The Health Solutions segment provides stop loss, group life, voluntary employee-paid and disability products to mid-sized and large businesses as well as benefit administration software solutions to employers and health plans. On January 24, 2023, the Company completed its acquisition of Benefitfocus. The financial results of Benefitfocus are reported in the Health Solutions segment for periods after the acquisition.
The Investment Management segment provides investment products and retirement solutions across a broad range of geographies, market sectors, investment styles and capitalization spectrums. Products and services are offered to institutional clients, including public, corporate and union retirement plans, endowments and foundations and insurance companies, as well as individual investors and general accounts of the Company's insurance subsidiaries and are distributed through the Company's direct sales force, consultant channel and intermediary partners (such as banks, broker-dealers and independent financial advisers).
The Company includes in Corporate the following corporate and business activities:
•corporate operations, corporate level assets and financial obligations, financing and interest expenses, dividend payments made to preferred shareholders, and other items not allocated or directly related to the Company's segments, including items such as expenses related to organizational restructurings, certain expenses and liabilities of employee benefit plans, certain adjustments to short-term and long-term incentive accruals and intercompany eliminations; and
•investment income on assets backing surplus in excess of amounts held at the segment level.
Measurement
Effective the first quarter of 2023, the Company excludes from Adjusted operating earnings before income taxes the amortization of acquisition-related intangible assets. In addition, the Company excludes the expected return on plan assets net of interest costs associated with our qualified defined benefit pension plan, which are influenced by economic and market conditions and not indicative of normal operations. Adjusted operating earnings before income taxes in Corporate still includes the service costs related to the Company's qualified defined benefit pension plan and service and interest costs related to non-qualified defined benefit pension plans. Historical periods have been recast to conform with this change.
Adjusted operating earnings before income taxes is a meaningful measure used by management to evaluate its business and segment performance. This measure enhances the understanding of the Company’s financial results by focusing on the operating performance and trends of the underlying core business segments by 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) before income taxes. Adjusted operating earnings before income taxes does not replace Income (loss) 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 measures when reviewing the Company’s financial and operating performance. Each segment’s Adjusted operating earnings before income taxes is calculated by adjusting Income (loss) before income taxes for the following items:
•Net investment gains (losses), 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 gains (losses) associated with swap settlements and accrued interest. It also includes changes in the fair value of derivatives related to managed custody guarantees, net of related reserve increases (decreases), less the estimated cost of these benefits, changes in nonperformance spread, and changes in market risk benefits;
•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, amortization of intangible assets and residual run-off activity. Excluding this activity 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;
56 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
•Income (loss) attributable to noncontrolling interests to which the Company is not economically entitled, such as Allianz's stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest or Allianz noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs;
•Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings before income taxes that are available to common shareholders;
•Other adjustments may include the following items:
•Income (loss) related to early extinguishment of debt since the outcome of decisions to restructure debt are not indicative of normal operations;
•Impairment of goodwill and intangible assets as these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;
•Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions which are not indicative of current Operating expense fundamentals;
•Expected return on plan assets net of interest costs associated with the Company's qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of the Company's pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments. These amounts do not reflect 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, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party 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.
57 | ||||||||
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) before income taxes for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Adjusted operating earnings before income taxes by segment: | |||||||||||||||||||||||
| Wealth Solutions | $ | 179 | $ | 128 | $ | 485 | $ | 553 | |||||||||||||||
| Health Solutions | 53 | 154 | 271 | 226 | |||||||||||||||||||
| Investment Management | 63 | 51 | 168 | 129 | |||||||||||||||||||
| Corporate | (52) | (66) | (175) | (193) | |||||||||||||||||||
| Total including Allianz noncontrolling interest | 242 | 267 | 749 | 715 | |||||||||||||||||||
| Less: Earning (loss) attributable to Allianz noncontrolling interest | 14 | 13 | 35 | 13 | |||||||||||||||||||
| Total | $ | 229 | $ | 254 | $ | 715 | $ | 703 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Net investment gains (losses) | 42 | (9) | (4) | (180) | |||||||||||||||||||
| Income (loss) related to businesses exited or to be exited through reinsurance or divestment | (68) | (13) | (122) | (105) | |||||||||||||||||||
| Income (loss) attributable to noncontrolling interests | (16) | (138) | 107 | (20) | |||||||||||||||||||
| Dividend payments made to preferred shareholders | 14 | 14 | 32 | 32 | |||||||||||||||||||
| Other adjustments | (28) | (37) | (150) | (85) | |||||||||||||||||||
| Total adjustments to income (loss) before income taxes | (56) | (183) | (138) | (357) | |||||||||||||||||||
| Income (loss) before income taxes | $ | 172 | $ | 71 | $ | 576 | $ | 345 | |||||||||||||||
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);
•Revenues related to businesses exited or to be exited through reinsurance or divestment;
•Revenues attributable to noncontrolling interests, which represents the attribution of results from consolidated VIEs or VOEs; and
•Other adjustments 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.
58 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Adjusted operating revenues by segment: | |||||||||||||||||||||||
| Wealth Solutions | $ | 702 | $ | 645 | $ | 2,090 | $ | 2,109 | |||||||||||||||
| Health Solutions | 768 | 645 | 2,317 | 1,933 | |||||||||||||||||||
| Investment Management | 233 | 192 | 688 | 542 | |||||||||||||||||||
| Corporate | 14 | 13 | 39 | 51 | |||||||||||||||||||
| Total | $ | 1,717 | $ | 1,495 | $ | 5,135 | $ | 4,635 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Net investment gains (losses) | $ | 40 | $ | (18) | $ | (21) | $ | (198) | |||||||||||||||
| Revenues related to businesses exited or to be exited through reinsurance or divestment | 21 | (30) | 53 | (139) | |||||||||||||||||||
| Revenues attributable to noncontrolling interests | 22 | (130) | 211 | 11 | |||||||||||||||||||
| Other adjustments | 24 | 30 | 152 | 66 | |||||||||||||||||||
| Total adjustments to revenues | 106 | (148) | 395 | (259) | |||||||||||||||||||
| Total revenues | $ | 1,823 | $ | 1,345 | $ | 5,529 | $ | 4,375 | |||||||||||||||
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, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Investment Management intersegment revenues | $ | 21 | $ | 23 | $ | 65 | $ | 68 | |||||||||||||||
The summary below presents Total assets for the Company’s segments as of the dates indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Wealth Solutions | $ | 114,401 | $ | 111,701 | |||||||
| Health Solutions | 3,292 | 2,668 | |||||||||
| Investment Management | 1,602 | 1,611 | |||||||||
| Corporate | 25,685 | 26,712 | |||||||||
Total assets, before consolidation(1) | 144,980 | 142,692 | |||||||||
| Consolidation of investment entities | 4,285 | 3,914 | |||||||||
Total assets | $ | 149,265 | $ | 146,606 | |||||||
(1) Total assets, before consolidation include the Company's direct investments in CIEs prior to consolidation, which are accounted for using the equity method or fair value option.
10. Share-based Incentive Compensation Plans
The Company offers equity-based compensation awards to its employees and non-employee directors under various employee and non-employee incentive plans (together, the "Omnibus Plans"). As of September 30, 2023, common stock reserved and available for issuance under the Omnibus Plans was 8,709,137 shares.
59 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Compensation Cost
The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Restricted Stock Unit (RSU) awards | $ | 14 | $ | 8 | $ | 67 | $ | 38 | |||||||||||||||
| Performance Stock Unit (PSU) awards | 7 | 6 | 43 | 37 | |||||||||||||||||||
| Total share-based compensation expense | 21 | 14 | 110 | 75 | |||||||||||||||||||
| Income tax benefit | 4 | 3 | 26 | 21 | |||||||||||||||||||
| After-tax share-based compensation expense | $ | 17 | $ | 11 | $ | 84 | $ | 54 | |||||||||||||||
Awards Outstanding
The following table summarizes RSU and PSU awards activity under the Omnibus Plans 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, 2023 | 1.5 | $ | 60.91 | 2.1 | $ | 55.68 | |||||||||||||||||
| Adjustment for PSU performance factor | — | — | (0.1) | 61.50 | |||||||||||||||||||
| Granted | 1.7 | 70.51 | 0.8 | 66.10 | |||||||||||||||||||
| Vested | (1.1) | 63.51 | (0.5) | 62.76 | |||||||||||||||||||
| Forfeited | * | 66.21 | — | * | 66.55 | ||||||||||||||||||
Outstanding as of September 30, 2023 | 2.1 | $ | 67.12 | 2.3 | $ | 61.22 | |||||||||||||||||
*Less than 0.1
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, 2023 | 1.6 | $ | 43.05 | ||||||||
| Granted | — | — | |||||||||
| Exercised | (0.4) | 38.70 | |||||||||
| Forfeited | — | — | |||||||||
Outstanding as of September 30, 2023 | 1.2 | $ | 44.59 | ||||||||
Vested, exercisable, as of September 30, 2023 | 1.2 | $ | 44.59 | ||||||||
60 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
11. Shareholders' Equity
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, 2022 | 109.0 | 1.2 | 107.8 | ||||||||||||||
| Common shares issued | 0.1 | — | 0.1 | ||||||||||||||
| Common shares acquired - share repurchase | — | 11.7 | (11.7) | ||||||||||||||
| Share-based compensation | 1.7 | 0.7 | 1.0 | ||||||||||||||
| Treasury Stock retirement | (13.0) | (13.0) | — | ||||||||||||||
| Balance, December 31, 2022 | 97.8 | 0.6 | 97.2 | ||||||||||||||
| Common shares issued | 9.6 | — | 9.6 | ||||||||||||||
| Common shares acquired - share repurchase | — | 3.1 | (3.1) | ||||||||||||||
| Share-based compensation | 2.1 | 0.7 | 1.4 | ||||||||||||||
Balance, September 30, 2023 | 109.5 | 4.4 | 105.1 | ||||||||||||||
Dividends declared per share of Common Stock were as follows for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Dividends declared per share of Common Stock | $ | 0.40 | $ | 0.20 | $ | 0.80 | $ | 0.60 | |||||||||||||||
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.
As of September 30, 2023, the Company was authorized to repurchase shares up to an aggregate purchase amount of $555. This share repurchase authorization expires on September 30, 2024 (unless extended) and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Company's Board of Directors at any time.
During the nine months ended September 30, 2023, the Company repurchased 3.1 million shares of common stock for $216.
Subsequent to September 30, 2023, the Company repurchased 773,153 shares pursuant to a 10b5-1 plan for an aggregate purchase price of $51.
Warrants
On May 7, 2013, the Company issued 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 on that date. On May 10, 2023, the warrants were net share settled in accordance with their terms, resulting in the issuance of 9.6 million common shares. No warrants remain outstanding as of September 30, 2023.
61 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
For more information related to the warrants, refer to the Shareholders’ equity Note to the Consolidated Financial Statements included in Part II, Item 8. of the Annual Report on Form 10-K.
Preferred Stock
As of September 30, 2023 and December 31, 2022, there were 100,000,000 shares of preferred stock authorized. Preferred stock issued and outstanding are as follows:
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Series | Issued | Outstanding | Issued | Outstanding | |||||||||||||||||||
7.758% 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 | |||||||||||||||||||
On September 15, 2023, the rate on the Non-cumulative Preferred Stock, Series A was reset from 6.125% to 7.758% in accordance with the terms of the preferred stock and applies for the next five years.
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 | ||||||||||||||||||||||
| 2023 | $ | 30.625 | $ | 10 | $ | 13.375 | $ | 4 | ||||||||||||||||||
| 2022 | 30.625 | 10 | 13.375 | 4 | ||||||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2023 | $ | 61.250 | $ | 20 | $ | 40.125 | $ | 12 | ||||||||||||||||||
| 2022 | 61.250 | 20 | 40.125 | 12 | ||||||||||||||||||||||
As of September 30, 2023, there were no preferred stock dividends in arrears.
62 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
12. 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) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Earnings | |||||||||||||||||||||||
| Net income (loss) available to common shareholders: | |||||||||||||||||||||||
| Net income (loss) | $ | 246 | $ | 42 | $ | 610 | $ | 296 | |||||||||||||||
| Less: Preferred stock dividends | 14 | 14 | 32 | 32 | |||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest | (16) | (138) | 107 | (20) | |||||||||||||||||||
| Net income (loss) available to common shareholders | $ | 248 | $ | 166 | $ | 471 | $ | 284 | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | 105.8 | 97.9 | 102.2 | 101.9 | |||||||||||||||||||
Dilutive Effects: | |||||||||||||||||||||||
Warrants(2) | — | 6.2 | 4.3 | 7.2 | |||||||||||||||||||
| RSU awards | 1.1 | 0.9 | 1.1 | 0.9 | |||||||||||||||||||
| PSU awards | 1.1 | 0.9 | 1.2 | 0.8 | |||||||||||||||||||
| Stock Options | 0.4 | 0.5 | 0.5 | 0.6 | |||||||||||||||||||
| Diluted | 108.4 | 106.4 | 109.3 | 111.4 | |||||||||||||||||||
Net income (loss) available to Voya Financial, Inc.'s common shareholders per common share(1): | |||||||||||||||||||||||
| Basic | $ | 2.35 | $ | 1.70 | $ | 4.62 | $ | 2.79 | |||||||||||||||
| Diluted | $ | 2.29 | $ | 1.57 | $ | 4.31 | $ | 2.55 | |||||||||||||||
(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. Diluted earnings per share is computed assuming the issuance of restricted stock units, stock options, performance share units and warrants using the treasury stock method.
(2) See the Shareholders' Equity Note to these Condensed Consolidated Financial Statements for additional information on warrants.
13. Accumulated Other Comprehensive Income (Loss)
Shareholders' equity included the following components of AOCI as of the dates indicated:
| September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Fixed maturities, net of impairment | $ | (3,881) | $ | (3,669) | |||||||
Derivatives(1) | 100 | 187 | |||||||||
| Change in current discount rate | (850) | (858) | |||||||||
| Deferred income tax asset (liability) | 1,096 | 1,034 | |||||||||
| Total | (3,535) | (3,306) | |||||||||
| Pension and other postretirement benefits liability, net of tax | 2 | 3 | |||||||||
| AOCI | $ | (3,533) | $ | (3,303) | |||||||
(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, 2023, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $16.
63 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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, 2023 | |||||||||||||||||
| Before-Tax Amount | Income Tax (Benefit) | After-Tax Amount | |||||||||||||||
| Available-for-sale securities: | |||||||||||||||||
| Fixed maturities | $ | (937) | $ | 197 | $ | (740) | |||||||||||
Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations | 18 | (4) | 14 | ||||||||||||||
Change in unrealized gains/losses on available-for-sale securities | (919) | 193 | (726) | ||||||||||||||
| Derivatives: | |||||||||||||||||
| Derivatives | 7 | (1) | (2) | 5 | |||||||||||||
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations | (4) | 1 | (3) | ||||||||||||||
| Change in unrealized gains/losses on derivatives | 3 | (1) | 2 | ||||||||||||||
| Change in current discount rate | (23) | 5 | (18) | ||||||||||||||
| Change in Accumulated other comprehensive income (loss) | $ | (939) | $ | 197 | $ | (742) | |||||||||||
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
| Nine Months Ended September 30, 2023 | |||||||||||||||||
| Before-Tax Amount | Income Tax (Benefit) | After-Tax Amount | |||||||||||||||
| Available-for-sale securities: | |||||||||||||||||
| Fixed maturities | $ | (619) | $ | 130 | $ | (489) | |||||||||||
| Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations | 32 | (7) | 25 | ||||||||||||||
| Change in unrealized gains (losses) on available-for-sale securities | (587) | 123 | (464) | ||||||||||||||
| Derivatives: | |||||||||||||||||
| Derivatives | (11) | (1) | 2 | (9) | |||||||||||||
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations | (14) | 3 | (11) | ||||||||||||||
| Change in unrealized gains (losses) on derivatives | (25) | 5 | (20) | ||||||||||||||
| Change in current discount rate | 7 | (1) | 6 | ||||||||||||||
| Change in Accumulated other comprehensive income (loss) | $ | (605) | $ | 127 | $ | (478) | |||||||||||
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
64 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
| Three Months Ended September 30, 2022 | |||||||||||||||||
| Before-Tax Amount | Income Tax (Benefit) | After-Tax Amount | |||||||||||||||
| Available-for-sale securities: | |||||||||||||||||
| Fixed maturities | $ | (1,742) | $ | 367 | $ | (1,375) | |||||||||||
| Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations | (1) | — | (1) | ||||||||||||||
| Change in unrealized gains (losses) on available-for-sale securities | (1,743) | 367 | (1,376) | ||||||||||||||
| 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 current discount rate | 93 | (20) | 73 | ||||||||||||||
| Change in Accumulated other comprehensive income (loss) | $ | (1,592) | $ | 334 | $ | (1,258) | |||||||||||
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
| Nine Months Ended September 30, 2022 | |||||||||||||||||
| Before-Tax Amount | Income Tax (Benefit) | After-Tax Amount | |||||||||||||||
| Available-for-sale securities: | |||||||||||||||||
| Fixed maturities | $ | (6,953) | $ | 1,461 | $ | (5,492) | |||||||||||
| Adjustments for amounts recognized in Net gains (losses) in the Condensed Consolidated Statements of Operations | 89 | (19) | 70 | ||||||||||||||
| Change in unrealized gains (losses) on available-for-sale securities | (6,864) | 1,442 | (5,422) | ||||||||||||||
| Derivatives: | |||||||||||||||||
| Derivatives | 122 | (1) | (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 current discount rate | 289 | (61) | 228 | ||||||||||||||
| Change in Accumulated other comprehensive income (loss) | $ | (6,468) | $ | 1,358 | $ | (5,110) | |||||||||||
(1) See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.
14. Revenue from Contracts with Customers
Revenue for various financial services and software subscriptions and services is measured based on consideration specified in a contract with a customer and is recognized when the Company has satisfied a performance obligation, unless the transaction price includes variable consideration that is constrained; in such case, we recognize revenue when the uncertainty associated with the constrained amount is subsequently resolved.
65 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
•Financial Services – For advisory, asset management, and recordkeeping and administration ("R&A") services, the Company recognizes revenue as services are provided, generally over time. The Company provides distribution services at a point in time and recognizes the related revenue as consideration is received. Revenue from shareholder servicing is recognized as services are provided over time. Contract terms are typically less than one year, and consideration is variable. Revenue for financial services is recorded in Fee income and Other revenue in the Condensed Consolidated Statements of Operations.
•Software Subscriptions and Services – Software subscriptions and services include access to and usage of cloud-based benefits software for employer and health plan customers, software implementation and support services, and distribution services. Contract terms are typically to three years, and consideration can be fixed or variable. Revenue for software subscriptions and services is generally recognized over time and recorded in Other revenue in the Condensed Consolidated Statements of Operations.
For a description of principal activities by segment from which the Company generates revenue, see the Segments Note in these Condensed Consolidated Financial Statements for further information.
Financial services and software subscriptions and services revenue is disaggregated by type of service in the following table:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Wealth Solutions | |||||||||||||||||||||||
| Advisory and R&A | $ | 125 | $ | 120 | $ | 369 | $ | 380 | |||||||||||||||
| Distribution and shareholder servicing | 29 | 29 | 88 | 93 | |||||||||||||||||||
| Investment Management | |||||||||||||||||||||||
| Advisory, asset management and R&A | 236 | 264 | 698 | 593 | |||||||||||||||||||
| Distribution and shareholder servicing | 36 | 34 | 100 | 114 | |||||||||||||||||||
| Health Solutions | |||||||||||||||||||||||
| R&A | 4 | 4 | 15 | 13 | |||||||||||||||||||
| Software subscriptions and services | 53 | — | 167 | — | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| R&A | 8 | 13 | 25 | 51 | |||||||||||||||||||
| Total financial services and software subscriptions and services revenue | 491 | 464 | 1,462 | 1,244 | |||||||||||||||||||
Revenue from other sources(1) | 79 | 14 | 210 | 164 | |||||||||||||||||||
| Total Fee income and Other revenue | $ | 570 | $ | 478 | $ | 1,672 | $ | 1,408 | |||||||||||||||
(1)Primarily consists of revenue from insurance contracts and financial instruments.
Net receivables of $361 and $299 are included in Other assets on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively.
15. 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.
66 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The Company's effective tax rate for the three months ended September 30, 2023 was (43.0)%. The effective tax rate differed from the statutory rate of 21% primarily due to the Resolution Capital Loss described below, the effect of the dividends received deduction ("DRD") and tax credits.
The Company's effective tax rate for the nine months ended September 30, 2023 was (5.9)%. The effective tax rate differed from the statutory rate of 21% primarily due to the Resolution Capital Loss, the effect of the DRD, noncontrolling interest and tax credits.
The Company's effective tax rates for the three and nine months ended September 30, 2022 were 40.8% and 14.2%, respectively. The effective tax rates differed from the statutory rate of 21% primarily due to the effect of the DRD, tax credits and noncontrolling interest.
On January 4, 2021, the Company completed a series of transactions pursuant to a Master Transaction Agreement ("MTA") with Resolution Life U.S. Holdings Inc. ("Resolution Life US"). As a part of these transactions, Resolution Life US acquired the Company's wholly owned subsidiary, Security Life of Denver Company ("SLD"). SLD generated capital losses in the 2022 tax year, which will be included in a carryback claim for the Company in accordance with the MTA, resulting in a $92 tax benefit and decrease to the effective tax rate (the "Resolution Capital Loss") for the Company.
On August 1, 2023, the Company acquired all remaining equity interest in Voya India. The transaction resulted in a GAAP-to-tax outside basis difference of $45. The Company has asserted that its investment in India as of the August 1, 2023 acquisition date is permanently reinvested; therefore, no provision for U.S. federal and state income taxes or foreign withholding taxes has been made in the Company’s current year consolidated financial statements related to the acquisition.
In August 2022, President Biden signed into law the Inflation Reduction Act of 2022, which imposes a 15% corporate alternative minimum tax ("CAMT") on the adjusted financial statement income of large corporations. The CAMT is effective in taxable years beginning after December 31, 2022. Recently, the Treasury issued guidance clarifying the treatment of financial statement income related to noncontrolling interests, making it clear that the Company will not be within the scope of CAMT for 2023. For the 2024 tax year, there is uncertainty around whether the Company will be subject to the CAMT, which is driven by limited guidance to date by the US Treasury and IRS. If the CAMT applies in a future year, the Company will be required to pay tax at the 15% CAMT rate despite our U.S. Federal net operating loss carryforwards.
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, 2023, the Company had year-to-date losses on securities of $(612) in Other comprehensive income, which increased the related DTA. However, operating income remained positive for the period and was largely consistent with the 2022 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 2021 through 2023, the Company participates in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"), which is a continuous audit program provided by the IRS. For the 2023 tax year, the Company is 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.
67 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
16. Financing Agreements
Short-term and Long-term Debt
The following table summarizes the carrying value of the Company’s debt issued or borrowed and outstanding as of the periods indicated:
| Issuer | Maturity | September 30, 2023 | December 31, 2022 | ||||||||||||||||||||
3.976% Senior Notes, due 2025 (2)(3) | Voya Financial, Inc. | 02/15/2025 | $ | 389 | $ | — | |||||||||||||||||
3.65% Senior Notes, due 2026 (2)(3) | Voya Financial, Inc. | 06/15/2026 | 444 | 445 | |||||||||||||||||||
5.7% Senior Notes, due 2043 (2)(3) | Voya Financial, Inc. | 07/15/2043 | 396 | 396 | |||||||||||||||||||
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(1) | Voya Financial, Inc. | 01/23/2048 | 336 | 336 | |||||||||||||||||||
5.65% Fixed-to-Floating Rate Junior Subordinated Notes, due 2053(4) | Voya Financial, Inc. | 05/15/2053 | — | 388 | |||||||||||||||||||
7.25% Voya Holdings Inc. debentures, due 2023(1) | Voya Holdings, Inc. | 08/15/2023 | — | 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 | 2 | 2 | |||||||||||||||||||
1.25% Notes, due 2023 | Benefitfocus, Inc. | 12/15/2023 | 2 | — | |||||||||||||||||||
| Subtotal | 2,097 | 2,235 | |||||||||||||||||||||
| Less: Current portion of long-term debt | 2 | 141 | |||||||||||||||||||||
| Total | $ | 2,095 | $ | 2,094 | |||||||||||||||||||
(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, 2023, the Company was in compliance with its debt covenants.
Aetna Notes
As of September 30, 2023, the outstanding principal amount of the Aetna Notes was $218, which is guaranteed by ING Group. As of September 30, 2023, the Company provided $224 of collateral benefiting ING Group, comprised of a deposit of $212 to a control account with a third-party collateral agent and $12 of letter of credit. The collateral may be exchanged at any time upon the posting of any other form of acceptable collateral to the account.
Credit Facilities
The Company uses credit facilities as part of its capital management practices. Total fees associated with credit facilities for the nine months ended September 30, 2023 and 2022 were immaterial.
68 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
The following table summarizes the Company's credit facilities as of September 30, 2023:
| ($ in millions) | ||||||||||||||||||||||||||||||||||||||||||||
| Obligor / Applicant | Business Supported | Secured / Unsecured | Committed / Uncommitted | Expiration | Capacity | Utilization | Unused Commitment | |||||||||||||||||||||||||||||||||||||
| Voya Financial, Inc. | Other | Unsecured | Committed | 05/01/2028 | $ | 500 | $ | — | $ | 500 | ||||||||||||||||||||||||||||||||||
| Voya Financial, Inc. | Other | Unsecured | Committed | 04/07/2025 | 200 | 12 | (1) | 188 | ||||||||||||||||||||||||||||||||||||
Total | $ | 700 | $ | 12 | $ | 688 | ||||||||||||||||||||||||||||||||||||||
(1) Amount utilized as collateral for outstanding Aetna Notes.
Put Option Agreement for Senior Debt Issuance
During 2015, the Company entered into an off-balance sheet 10-year put option agreement with a Delaware trust formed by the Company, in connection with the sale by the trust of pre-capitalized trust securities ("P-Caps"), that provides Voya Financial, Inc. the right, at any time over a 10-year period, to issue up to $500 principal amount of its 3.976% Senior Notes due 2025 ("3.976% Senior Notes") to the trust and receive in exchange a corresponding principal amount of U.S. Treasury securities that are held by the trust. The 3.976% Senior Notes will not be issued unless and until the put option is exercised. In return, the Company pays a semi-annual put premium to the trust at a rate of 1.875% per annum applied to the unexercised portion of the put option and reimburses the trust for its expenses. The put premium and expense reimbursements are recorded in Operating expenses in the Condensed Consolidated Statements of Operations. If and when issued, the 3.976% Senior Notes will be guaranteed by Voya Holdings.
Upon an event of default, the put option will be exercised automatically in full. The Company has a one-time right to unwind a prior voluntary exercise of the put option by repurchasing all of the 3.976% Senior Notes then held by the trust for U.S. Treasury securities. If the put option has been fully exercised, the 3.976% Senior Notes issued may be redeemed by the Company prior to their maturity at par or, if greater, at a make-whole redemption price, in each case plus accrued and unpaid interest to the date of redemption. The P-Caps are to be redeemed by the trust on February 15, 2025 or upon any early redemption of the 3.976% Senior Notes.
On May 1, 2023, pursuant to the put option agreement, the Company exercised the put option to require the trust to purchase $400 aggregate principal amount of 3.976% Senior Notes in exchange for a corresponding amount of U.S. Treasury securities held by the trust. On May 3, 2023, the Company issued $400 aggregate principal amount of 3.976% Senior Notes to the trust and the Company received approximately $400 of U.S. Treasury securities. The proceeds from the sale of the U.S. Treasury securities were used to redeem the 5.650% Fixed-to-Floating Rate Junior Subordinated Notes due 2053 on May 15, 2023 (the "2053 Notes"). See Junior Subordinated Notes below.
Junior Subordinated Notes
During the nine months ended September 30, 2023, the Company completed the redemption of all of outstanding principal amount of the 2053 Notes at par, resulting in a loss on debt extinguishment of $5, which is included in Interest expense in the Condensed Consolidated Statements of Operations.
Senior Unsecured Credit Facility Agreement
As of September 30, 2023, the Company had a $500 senior unsecured credit facility with a syndicate of banks which expires May 1, 2028. The facility provides $500 of committed capacity for revolving loan borrowings and letters of credit issuances, including a sublimit for swingline (short-term) loans in an aggregate amount of up to $25. As of September 30, 2023, there were no amounts outstanding as revolving credit borrowings, no amounts of LOCs outstanding, and no amounts of swingline loans outstanding under the senior unsecured credit facility. Under the terms of the facility, the Company is required to maintain a minimum net worth of $4.998 billion, which may increase upon any future equity issuances by the Company.
69 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
17. Commitments and Contingencies
Leases
During the nine months ended September 30, 2023 and September 30, 2022 the Company recorded an impairment of $14 and $3, respectively, on its right-of-use asset associated with leased office space. There was no impairment on the Company's right-of-use asset associated with leased office space during the three months ended September 30, 2023 and September 30, 2022. The impairments are 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, 2023, the Company had off-balance sheet commitments to acquire mortgage loans of $52 and purchase limited partnerships and private placement investments of $951, of which $340 related to consolidated investment entities.
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, 2023 | December 31, 2022 | ||||||||||
Fixed maturity collateral pledged to FHLB (1) | $ | 1,708 | $ | 1,791 | |||||||
FHLB restricted stock(2) | 63 | 67 | |||||||||
| Other fixed maturities-state deposits | 39 | 38 | |||||||||
| Cash and cash equivalents | 27 | 27 | |||||||||
Securities pledged(3) | 1,002 | 1,162 | |||||||||
| Total restricted assets | $ | 2,839 | $ | 3,085 | |||||||
(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 $682 and $907 as of September 30, 2023 and December 31, 2022, respectively. In addition, as of September 30, 2023 and December 31, 2022, the Company delivered securities as collateral of $208 and $142 and repurchase agreements of $112 and $113, 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, 2023 and December 31, 2022, the Company had $1,176 and $1,279, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, assets with a market value of approximately $1,708 and $1,791, 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.
70 | ||||||||
Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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. The variability in pleading requirements and past experience demonstrate 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.
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. For example, the Company is cooperating with a publicly reported, industry-wide investigation by the SEC regarding compliance with certain record-keeping requirements for business-related electronic communications on unapproved channels. 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.
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, 2023, 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. 1:18-cv-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. On February 7, 2023, the district court issued its ruling on various motions for partial judgment in which the court denied in part and granted in part the various motions except for Express Scripts’ motion, which the court denied in whole. 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
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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. On June 13, 2023, the Court issued a ruling granting in part and denying in part Voya's motion to dismiss. The court largely dismissed the claims for breach of fiduciary duty. The remaining claims concern allegations of breaches of the ERISA prohibited transactions rule and a claim for failure to monitor the Voya Small Cap Growth fund. The Company continues to deny the allegations, which it believes are without merit, and intends to defend the case vigorously.
Finally, litigation 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). In June 2023, following mediation, the parties agreed in principle to settle the matter, subject to court approval. After preliminary approval by the court and during the class notice period, Voya funded the settlement amount of $39. The deadline for objections occurred on October 5 with no objections received from class members. The court has scheduled a hearing for final approval of the settlement, the terms of which are available on the district court’s public docket, on November 16, 2023.
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, 2023, 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.
18. 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 $347 and $288 as of September 30, 2023 and December 31, 2022, 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
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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 6 CLOs as of September 30, 2023 and 7 CLOs as of December 31, 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 a 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 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 10 funds, which were structured as partnerships, as of September 30, 2023 and December 31, 2022.
The noncontrolling interest related to partnerships increased from $1,482 at December 31, 2022 to $1,659 at September 30, 2023. Changes in market value, contributions, and distributions related to these investments in the funds 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 favorable market appreciation in limited partnership and equity security investments. The Company records the noncontrolling interest using a lag methodology relying on the most recent financial information available.
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
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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.
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 2024 and 2031, paying interest at LIBOR, SOFR, EURIBOR or PRIME plus a spread of up to 8.5%. As of September 30, 2023 and December 31, 2022, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $43 and $85, respectively. Less than 1.0% of the collateral loans were in default as of September 30, 2023 and December 31, 2022.
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, SOFR or EURIBOR plus a pre-defined spread, which varies from 1.0% for the more senior tranches to 9.6% for the more subordinated tranches. CLO notes mature in 2034 and 2037, and have a weighted average maturity of 12 years as of September 30, 2023. 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.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
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).
•Discount Margin (spread over LIBOR/SOFR): 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, 2023 and December 31, 2022, certain private equity funds maintained term loans and revolving lines of credit of $1,352 and $1,366, respectively. The term loans mature in to eighteen months, and the revolving lines of credit are eligible for renewal every three years; all loans bear interest at LIBOR/EURIBOR/SOFR plus 155 - 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, 2023 and December 31, 2022, outstanding borrowings amount to $1,256 and $1,143, 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.
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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, 2023:
| Level 1 | Level 2 | Level 3 | NAV | Total | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| VIEs | |||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 88 | $ | — | $ | — | $ | — | $ | 88 | |||||||||||||||||||
| Corporate loans | — | 1,396 | — | — | 1,396 | ||||||||||||||||||||||||
| Limited partnerships/corporations | — | — | — | 3,079 | 3,079 | ||||||||||||||||||||||||
| VOE | |||||||||||||||||||||||||||||
| Corporate loans | — | 32 | — | — | 32 | ||||||||||||||||||||||||
| Total assets | $ | 88 | $ | 1,428 | $ | — | $ | 3,079 | $ | 4,595 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| VIEs | |||||||||||||||||||||||||||||
| CLO notes | $ | — | $ | 1,329 | $ | — | $ | — | $ | 1,329 | |||||||||||||||||||
| Total liabilities | $ | — | $ | 1,329 | $ | — | $ | — | $ | 1,329 | |||||||||||||||||||
The following table summarizes the fair value hierarchy levels of consolidated investment entities as of December 31, 2022:
| Level 1 | Level 2 | Level 3 | NAV | Total | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| VIEs | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 88 | $ | — | $ | — | $ | — | $ | 88 | |||||||||||||||||||
| Corporate loans | — | 1,293 | — | — | 1,293 | ||||||||||||||||||||||||
| Limited partnerships/corporations | — | — | — | 2,802 | 2,802 | ||||||||||||||||||||||||
| Total assets | $ | 88 | $ | 1,293 | $ | — | $ | 2,802 | $ | 4,183 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| VIEs | |||||||||||||||||||||||||||||
| CLO notes | $ | — | $ | 1,234 | $ | — | $ | — | $ | 1,234 | |||||||||||||||||||
| Total liabilities | $ | — | $ | 1,234 | $ | — | $ | — | $ | 1,234 | |||||||||||||||||||
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, 2023 and 2022, 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/VOEs 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.
The Company had one deconsolidation during the three and nine months ended September 30, 2023 as a result of CLO notes redemption. The Company had no deconsolidation during the three and nine months ended September 30, 2022. For deconsolidated investment entities, the Company continues to serve as the general partner and/or investment manager until such entities are fully liquidated.
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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, 2023 and December 31, 2022, the Company held $366 and $364 ownership interests, respectively, in unconsolidated CLOs, which also represents the Company's maximum exposure to loss.
LPs
As of September 30, 2023 and December 31, 2022, the Company held $1,792 and $1,781 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 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.
19. Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill reported in the Company's operating segments were as follows:
| Wealth Solutions | Health Solutions | Investment Management | Corporate | Consolidated | ||||||||||||||||
| Balance as of January 1, 2022 | $ | 17 | $ | 24 | $ | 31 | $ | — | $ | 72 | ||||||||||
Additions from business combinations | — | — | 255 | — | 255 | |||||||||||||||
| Balance as of December 31, 2022 | $ | 17 | $ | 24 | $ | 286 | $ | — | $ | 327 | ||||||||||
Additions from business combinations(1) | — | 319 | — | 102 | 421 | |||||||||||||||
Balance as of September 30, 2023 | $ | 17 | $ | 343 | $ | 286 | $ | 102 | $ | 748 | ||||||||||
(1) See the Business, Basis of Presentation and Significant Accounting Policies Note for information on recent business combinations.
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Voya Financial, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
Other Intangible Assets
The following table presents other intangible assets as of the dates indicated:
| Weighted Average Amortization Lives | September 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Indefinite-life intangibles: | |||||||||||||||||||||||||||||||||||||||||
| Right to manage client assets | N/A | $ | 345 | $ | — | $ | 345 | $ | 345 | $ | — | $ | 345 | ||||||||||||||||||||||||||||
| Management contract rights | N/A | 5 | — | 5 | 5 | — | 5 | ||||||||||||||||||||||||||||||||||
| Total indefinite-life intangibles | $ | 350 | $ | — | $ | 350 | $ | 350 | $ | — | $ | 350 | |||||||||||||||||||||||||||||
| Finite-life intangibles: | |||||||||||||||||||||||||||||||||||||||||
| Management contract rights | 17 years | $ | 190 | $ | 13 | $ | 177 | $ | 741 | $ | 554 | $ | 187 | ||||||||||||||||||||||||||||
| Customer relationship lists | 8 years | 325 | 124 | 201 | 135 | 111 | 24 | ||||||||||||||||||||||||||||||||||
| Trademarks | 8 years | 15 | 1 | 14 | — | — | — | ||||||||||||||||||||||||||||||||||
| Computer software | 4 years | 489 | 332 | 158 | 502 | 432 | 70 | ||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | 1,369 | $ | 470 | $ | 900 | $ | 1,728 | $ | 1,097 | $ | 631 | |||||||||||||||||||||||||||||
Amortization expense related to intangible assets were $63 and $36 for the nine months ended September 30, 2023 and 2022, respectively. Fully amortized management contract rights of $550 were written off during the second quarter of 2023.
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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," "Voya," "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, 2023 and 2022 and financial condition as of September 30, 2023 and December 31, 2022. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section contained in our Annual Report on Form 10-K for the year ended December 31, 2022 ("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 workplace savings and benefits products, solutions, and technologies, along with investment management services, which enable a better financial future for our clients, their employees and plan participants. We are focused on executing our mission to make a secure financial future possible—one person, one family and one institution at a time. Voya’s scale, business mix, risk profile, and strong free cash flow generation are competitive differentiators, and we have a clear path to Adjusted Operating Earnings Per Share growth via net revenue growth, margin expansion, and disciplined capital management. We provide our products and services principally through our Workplace Solutions business, which encompasses both our Wealth Solutions and Health Solutions business segments, and through our Investment Management segment.
Wealth Solutions
Our Wealth Solutions segment provides retirement plan products and administration and investment services alongside a robust suite of financial wellness offerings to serve employees and plan participants. Furthermore, we provide individual retirement accounts and financial guidance and advisory services that enables us to deepen relationships with our retirement plan participants.
Our Wealth Solutions segment earns revenue from a diverse and complementary business mix, primarily fee income from asset based and participant based recordkeeping and advisory fees as well as investment income on our general account assets and other funds. Because our fee income is generally tied to account values, our profitability is determined in part by the amount of assets we have under management, administration or advisement, which in turn depends on sales volumes to new and existing clients, net deposits from retirement plan participants, and changes in the market value of account assets. Our profitability also depends on the difference between the investment income we earn on our general account assets, or our portfolio yield, and crediting rates on client accounts.
Health Solutions
Our Health Solutions segment provides worksite employee benefits, decision support, financial wellness, and administrative products and services to mid-size and large corporate employers and professional associations. In addition, our Health Solutions segment provides stop-loss coverage to employer plan sponsors that self-fund their pharmaceutical and medical benefits.
Our Health Solutions segment generates revenue from premiums, investment income, mortality and morbidity income and policy and other charges. Profits are driven by the difference between premiums collected and benefits and expenses paid for group life, stop loss and voluntary health benefits, along with the spread between investment income and credited rates to policyholders on voluntary universal life and whole life products.
Investment Management
Our Investment Management segment serves both individual and institutional customers, offering them domestic and international fixed income, equity, multi-asset and alternative investment products and solutions across a range of geographies, investment styles and capitalization spectrums. We are committed to investing responsibly and delivering research-driven, risk-adjusted, client-oriented investment strategies and solutions and advisory services.
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Investment Management manages public and private fixed income, equities, multi-asset solutions and alternative strategies for institutions, financial intermediaries and individual investors, drawing on a 50-year legacy of active investing and the expertise of over 400 investment professionals.
Our Investment Management segment generates revenue through the collection of management fees on the assets we manage. These fees are typically based upon a percentage of asset under management (which is equivalent to the money clients are investing). In certain investment management fee arrangements, we may also receive performance-based incentive fees when the return on assets under management exceeds certain benchmark returns or other performance hurdles. In addition, and to a lesser extent, Investment Management collects administrative fees on outside managed assets that are administered by our mutual fund platform and distributed primarily by our Wealth Solutions segment. Investment Management also receives fees as the primary investment manager of our general account, which is managed on a market-based pricing basis. Finally, Investment Management generates revenues from a portfolio of seed capital investments.
Business Update
On August 1, 2023, we acquired all remaining equity interest in VFI SLK Global Services Private Limited previously held by SLK Software Private Limited ("SLK") and renamed the entity as Voya Global Services Private Limited ("Voya India"). Voya India was a private limited company in India formed pursuant to a joint venture agreement between us and SLK on August 1, 2019, with us and SLK holding 49% and 51% of ownership shares respectively. The purpose of Voya India is to provide technology and business operation services to us. As a result of the acquisition, Voya India has become a wholly owned subsidiary of us and provides us with improved strategic and operational flexibility.
As part of the purchase consideration, an upfront payment of approximately $53 million was made at closing. We recorded a gain of $45 million in relation to revaluation of the existing investment in Voya India which was recorded in Net gains (losses) in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023. Net assets acquired as part of this transaction included goodwill of $102 million. The revenues, expenses, assets and liabilities of the business acquired are reported in Corporate. Intercompany balances between Voya India and other Voya subsidiaries are eliminated in the Condensed Consolidated Financial Statements.
On January 24, 2023, we completed the acquisition of Benefitfocus, Inc. ("Benefitfocus"), an industry-leading benefits administration technology company that serves employers, health plans and brokers. Cash paid at closing related to the acquisition was approximately $570 million, inclusive of $12 million of closing costs. The acquisition expands the Company’s capacity to meet the growing demand for comprehensive benefits and savings solutions and increases its ability to deliver innovative solutions for employers and health plans. In connection with the acquisition, we have incurred $32 million of integration expenses for the nine months ended September 30, 2023 and expect to incur additional integration expenses in the future. These expenses include severance, consulting and business integration expenses and are recorded in Operating expenses in the period they are incurred. These expenses are classified as a component of Other adjustments to Income (loss) before income taxes and consequently are not included in the adjusted operating results of our segments.
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 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, and Czech Holdings, LLC. The purchase consideration for the acquisition included cash paid upon close and contingent consideration that is based on revenues that will be earned during the earnout period and capital raised in the underlying funds and is subject to conditions as defined in the SPA. The acquisition expands VIMAA's private and leveraged credit business.
On July 25, 2022, we completed a series of transactions pursuant to a Combination Agreement dated as of June 13, 2022 (the "AllianzGI Agreement") with Voya IM and VIM Holdings LLC ("VIM Holdings"), both our indirect subsidiaries, Allianz SE ("Allianz") and Allianz Global Investors U.S. LLC ("AllianzGI"), an indirect subsidiary of Allianz, pursuant to which the parties have combined Voya IM with assets and teams comprising specified strategies previously managed by AllianzGI. The acquisition increases the international scale and distribution of the Company’s investment products and provides us with new capabilities that diversify our investment strategies and help us meet the needs of a larger and more global client base. We incurred $67 million and $51 million of transaction and integration expenses, primarily related to this transaction for the year ended December 31, 2022 and for the nine months ended September 30, 2023, respectively. We 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 the period they are incurred. These expenses are classified as a component of Other
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adjustments to Income (loss) before income taxes and consequently are not included in the adjusted operating results of our segments.
Under the terms of the AllianzGI Agreement, AllianzGI transferred to VIM Holdings the rights to certain assets and liabilities related to specified investment teams and strategies and the associated assets under management (the "AllianzGI Transferred Business"). We transferred all of the limited liability company interests in Voya IM to VIM Holdings and in exchange, received a 76% economic stake in VIM Holdings. Pursuant to the Amended and Restated Limited Liability Company Agreement VIM Holdings entered into at the closing date ("A&R VIM Holdings Operating Agreement"), we now hold, indirectly, a 76% economic stake in VIM Holdings and Allianz holds, indirectly, a 24% economic stake in VIM Holdings. In accordance with the A&R VIM Holdings Operating Agreement, we have full operational control of VIM Holdings, Voya IM and the transferred assets and investment teams.
The AllianzGI 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 values as of the date of the transaction. The 24% economic stake in VIM Holdings shares is reflected on the Condensed Consolidated Balance Sheets under Redeemable noncontrolling interests within Mezzanine equity.
Trends and Uncertainties
We describe known material trends and uncertainties that might affect our business within Trends and Uncertainties 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, and in other sections of that document, including Risk Factors in Part I, Item 1A. In addition, we describe below 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.
Interest Rate Environment
We believe that 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 $35.9 billion as of September 30, 2023, consists predominantly of fixed income investments. With elevated interest rates, proceeds that are reinvested in fixed income investments in the near term will earn an average yield higher than the prevailing portfolio yield. New purchases made at current market levels would be higher than the yield of maturing assets. In addition, higher interest rates reduce the prices of fixed income investments that are sold on the secondary market.
•Several of our products pay credited rates such as fixed accounts and a portion of the stable value accounts included within defined contribution retirement plans. During periods of rising interest rates, credited rates on our products generally lag the current market rates, which can result in elevated outflows from these products due to the availability of higher return investment options.
For information on the impact of the interest rate environment, see The level of interest rates and in particular a recurrence of a low interest rate environment or a period of rapidly increasing interest rates in Risk Factors in Part I, Item 1A. of our Annual Report on Form 10-K. Also, for 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. Additionally, see Quantitative and Qualitative Disclosures About Market Risk in Part I, Item 3. of this Quarterly Report on Form 10-Q.
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.
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Assets Under Management ("AUM") and Assets Under Advisement ("AUA")
The following table presents AUM and AUA as of the dates indicated:
| As of September 30, | |||||||||||
| ($ in millions) | 2023 | 2022 | |||||||||
| AUM and AUA: | |||||||||||
Wealth Solutions (1) | $ | 509,572 | $ | 453,594 | |||||||
| Health Solutions | 1,869 | 1,952 | |||||||||
| Investment Management | 366,882 | 369,210 | |||||||||
| Eliminations/Other | (107,999) | (110,958) | |||||||||
Total AUM and AUA (1)(2) | $ | 770,324 | $ | 713,798 | |||||||
| AUM | 442,029 | 426,206 | |||||||||
AUA (1) | 328,296 | 287,592 | |||||||||
Total AUM and AUA (1)(2) | $ | 770,324 | $ | 713,798 | |||||||
(1) Effective Q1 2023, includes asset balances associated with non-qualified retirement plans for clients using only our non-qualified solutions. Historical periods presented have been recast to conform with this change.
(2) 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.
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Results of Operations - Company Condensed Consolidated
The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | Change | 2023 | 2022 | Change | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Net investment income | $ | 547 | $ | 522 | $ | 25 | $ | 1,637 | $ | 1,733 | $ | (96) | |||||||||||||||||||||||
| Fee income | 489 | 445 | 44 | 1,427 | 1,291 | 136 | |||||||||||||||||||||||||||||
| Premiums | 682 | 606 | 76 | 2,044 | 1,811 | 233 | |||||||||||||||||||||||||||||
| Net gains (losses) | (7) | (125) | 118 | (79) | (639) | 560 | |||||||||||||||||||||||||||||
| Other revenue | 81 | 33 | 48 | 245 | 117 | 128 | |||||||||||||||||||||||||||||
| Income (loss) related to consolidated investment entities | 31 | (136) | 167 | 255 | 62 | 193 | |||||||||||||||||||||||||||||
| Total revenues | 1,823 | 1,345 | 478 | 5,529 | 4,375 | 1,154 | |||||||||||||||||||||||||||||
| Benefits and expenses: | |||||||||||||||||||||||||||||||||||
| Interest credited and other benefits to contract owners/policyholders | 799 | 537 | 262 | 2,232 | 1,835 | 397 | |||||||||||||||||||||||||||||
| Operating expenses | 717 | 632 | 85 | 2,323 | 1,869 | 454 | |||||||||||||||||||||||||||||
| Net amortization of Deferred policy acquisition costs and Value of business acquired | 57 | 60 | (3) | 173 | 184 | (11) | |||||||||||||||||||||||||||||
| Interest expense | 31 | 31 | — | 102 | 104 | (2) | |||||||||||||||||||||||||||||
| Operating expenses related to consolidated investment entities | 47 | 14 | 33 | 123 | 38 | 85 | |||||||||||||||||||||||||||||
| Total benefits and expenses | 1,651 | 1,274 | 377 | 4,953 | 4,030 | 923 | |||||||||||||||||||||||||||||
| Income (loss) before income taxes | 172 | 71 | 101 | 576 | 345 | 231 | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | (74) | 29 | (103) | (34) | 49 | (83) | |||||||||||||||||||||||||||||
| Net Income (loss) | 246 | 42 | 204 | 610 | 296 | 314 | |||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | (16) | (138) | 122 | 107 | (20) | 127 | |||||||||||||||||||||||||||||
| Less: Preferred stock dividends | 14 | 14 | — | 32 | 32 | — | |||||||||||||||||||||||||||||
| Net income (loss) available to our common shareholders | $ | 248 | $ | 166 | $ | 82 | $ | 471 | $ | 284 | $ | 187 | |||||||||||||||||||||||
Consolidated - Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
Total Revenues
Total revenues increased $478 million from $1,345 million to $1,823 million. The following items contributed to the overall increase.
Net investment income increased $25 million from $522 million to $547 million primarily due to:
•higher alternative investment income primarily driven by overall market performance.
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The increase was partially offset by:
•lower investment income on fair value option securities primarily due to interest rate movements and lower average volume.
Fee income increased $44 million from $445 million to $489 million primarily due to:
•higher fee income in Investment Management primarily due to higher average equity markets and the addition of the AllianzGI business, partially offset by net outflows and higher interest rates; and
•higher fee income in Wealth Solutions primarily due to higher average equity markets and business growth, partially offset by a lower Full Service fee margin rate and higher interest rates.
Premiums increased $76 million from $606 million to $682 million primarily due to:
•higher premiums in Health Solutions driven by growth in the stop loss and voluntary blocks of business.
Net gains (losses) improved $118 million from a loss of $125 million to a loss of $7 million primarily due to:
•a favorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements;
•a gain from the revaluation of the investment in Voya India; and
•gains 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.
The improvement was partially offset by:
•net unfavorable changes in derivative valuations due to interest rate movements; and
•higher impairments in the current period.
Other revenue increased $48 million from $33 million to $81 million primarily due to:
•higher other revenue in Health Solutions primarily driven by the Benefitfocus acquisition.
The increase was partially offset by:
•lower revenue from transition services agreements.
Income (loss) related to consolidated investment entities changed $167 million from a loss of $136 million to income of $31 million primarily due to:
•equity market impacts to limited partnership valuations; and
•an increase in interest income in collateralized loan obligations due to higher interest rates.
Total Benefits and Expenses
Total benefits and expenses increased $377 million from $1,274 million to $1,651 million. The following items contributed to the overall increase.
Interest credited and other benefits to contract owners/policyholders increased $262 million from $537 million to $799 million primarily due to:
•higher benefits incurred in Health Solutions due to higher loss ratios, growth in in-force business, and an unfavorable change due to the annual assumption update;
•an unfavorable impact from the annual assumption update in Businesses Exited;
•a change in the value of an embedded derivative associated with businesses reinsured due to changes in interest rates, which is fully offset by a corresponding amount in Net gains (losses); and
•higher participant crediting rates in Wealth Solutions due to higher interest rates.
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Operating expenses increased $85 million from $632 million to $717 million primarily due to:
•an increase in Health Solutions expenses primarily driven by the acquisition of Benefitfocus and business growth;
•an increase in Investment Management expenses primarily driven by the addition of the AllianzGI business;
•an increase in the amortization of intangible assets associated with acquisitions; and
•integration costs associated with the acquisition of Benefitfocus.
The increase was partially offset by:
•the absence of transaction costs associated with closing the AllianzGI transaction in the prior period.
Operating expenses related to consolidated investment entities increased $33 million from $14 million to $47 million primarily due to:
•increase in collateralized loan obligations interest costs due to higher rates and new fund launches; and
•increase in interest costs of limited partnerships due to higher loans.
Income Tax Expense (Benefit)
Income tax expense (benefit) changed $103 million from an expense of $29 million to a benefit of $74 million primarily due to:
•the Resolution Capital Loss; and
•a decrease in noncontrolling interest.
The change was partially offset by:
•an increase in income before income taxes.
Adjustments from Income (Loss) 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) changed $51 million from a loss of $9 million to a gain of $42 million primarily due to:
•a gain from the revaluation of the investment in Voya India.
Income (loss) related to businesses exited or to be exited through reinsurance or divestment increased $55 million from a loss of $13 million to a loss of $68 million primarily due to:
•an unfavorable impact from the annual assumption update.
Other adjustments to operating earnings improved $9 million from a loss of $37 million to a loss of $28 million primarily due to:
•the absence of transaction costs associated with closing the AllianzGI transaction in the prior period.
The improvement was partially offset by:
•an increase in the amortization of intangible assets associated with acquisitions; and
•integration costs associated with the acquisition of Benefitfocus.
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Consolidated - Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Total Revenues
Total revenues increased $1,154 million from $4,375 million to $5,529 million. The following items contributed to the overall increase.
Net investment income decreased $96 million from $1,733 million to $1,637 million primarily due to:
•lower investment income on fair value option securities primarily due to interest rate movements and lower average volume; and
•lower alternative investment and prepayment fee income in the current period primarily driven by overall market performance.
Fee income increased $136 million from $1,291 million to $1,427 million primarily due to:
•higher fee income in Investment Management primarily due to the addition of the AllianzGI business, partially offset by net outflows and higher interest rates.
The increase was partially offset by:
•lower fee income in Wealth Solutions primarily due to higher interest rates and a lower Full Service fee margin rate, partially offset by business growth.
Premiums increased $233 million from $1,811 million to $2,044 million primarily due to:
•higher premiums in Health Solutions driven by growth across all blocks of business.
Net gains (losses) improved $560 million from a loss of $639 million to a loss of $79 million primarily due to:
•a favorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements;
•gains 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 gain from the revaluation of the investment in Voya India.
The improvement was partially offset by:
•net unfavorable changes in derivative valuations due to interest rate movements.
Other revenue increased $128 million from $117 million to $245 million primarily due to:
•higher other revenue in Health Solutions primarily driven by the Benefitfocus acquisition.
The increase was partially offset by:
•lower revenue from transition services agreements.
Income (loss) related to consolidated investment entities increased $193 million from $62 million to $255 million primarily due to:
•equity market impacts to limited partnership valuations; and
•an increase in interest income in collateralized loan obligations due to higher interest rates.
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Total Benefits and Expenses
Total benefits and expenses increased $923 million from $4,030 million to $4,953 million. The following items contributed to the overall increase.
Interest credited and other benefits to contract owners/policyholders increased $397 million from $1,835 million to $2,232 million primarily due to:
•higher benefits incurred in Health Solutions due to growth in in-force business and an unfavorable change due to the annual assumption update;
•a change in the value of an embedded derivative associated with businesses reinsured due to changes in interest rates, which is fully offset by a corresponding amount in Net gains (losses);
•an unfavorable impact from the annual assumption update in Businesses Exited; and
•higher participant crediting rates in Wealth Solutions due to higher interest rates.
The increase was partially offset by:
•a lower loss ratio in stop loss and absence of COVID-19 impacts in the current period in Health Solutions; and
•a lower litigation reserve in the current period compared to the prior period in Businesses exited.
Operating expenses increased $454 million from $1,869 million to $2,323 million primarily due to:
•an increase in Health Solutions expenses primarily driven by the acquisition of Benefitfocus and business growth;
•an increase in Investment Management expenses primarily driven by the addition of the AllianzGI business;
•an increase in the deferred compensation plan liability due to equity market movements;
•an increase Wealth Solutions expenses driven by business growth;
•closing and integration costs associated with the acquisition of Benefitfocus; and
•an increase in the amortization of intangible assets associated with acquisitions.
Operating expenses related to consolidated investment entities increased $85 million from $38 million to $123 million primarily due to:
•increase in collateralized loan obligations interest costs due to higher rates and new fund launches; and
•increase in interest costs of limited partnerships due to higher loans.
Income Tax Expense (Benefit)
Income tax expense (benefit) changed $83 million from an expense of $49 million to a benefit of $34 million primarily due to:
•the Resolution Capital Loss; and
•a change in noncontrolling interest.
The change was partially offset by:
•an increase in income before income taxes.
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) improved $176 million from a loss of $180 million to a loss of $4 million primarily due to:
•a favorable change in mark-to-market adjustments on securities subject to fair value option accounting primarily due to interest rate movements;
•a gain from the revaluation of the investment in Voya India; and
•net favorable changes in derivative valuations due to interest rate movements.
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Income (loss) related to businesses exited or to be exited through reinsurance or divestment increased $17 million from a loss of $105 million to a loss of $122 million primarily due to:
•an unfavorable impact from the third quarter annual assumption update.
The increase was partially offset by:
•a lower litigation reserve in the current period compared to the prior period; and
•a favorable change in the allowance for credit losses on reinsurance recoverable.
Other adjustments to operating earnings increased $65 million from a loss of $85 million to a loss of $150 million primarily due to:
•closing and integration costs associated with the acquisition of Benefitfocus;
•an unfavorable change in market-driven pension costs; and
•an increase in the amortization of intangible assets associated with acquisitions.
The increase was partially offset by:
•lower restructuring chargers; and
•lower impairments associated with vacated real estate in the current period compared to the prior period.
Results of Operations - Segment by Segment
Adjusted operating earnings before income taxes is the measure of segment profit or loss management uses to evaluate segment performance. Adjusted operating earnings before income taxes should not be viewed as a substitute for GAAP pre-tax income. We believe that the presentation of segment adjusted operating earnings before income taxes as we measure it for management purposes enhances the understanding of our business by reflecting the underlying performance of our core operations and facilitating a more meaningful trend analysis. Refer to the Segments Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on the presentation of segment results and our definition of adjusted operating earnings before income taxes.
Wealth Solutions
The following table presents Adjusted operating earnings before income taxes of our Wealth Solutions segment for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Adjusted operating revenues: | |||||||||||||||||||||||
| Net investment income and net gains (losses) | $ | 438 | $ | 398 | $ | 1,318 | $ | 1,333 | |||||||||||||||
| Fee income | 246 | 230 | 717 | 725 | |||||||||||||||||||
| Other revenue | 18 | 17 | 55 | 52 | |||||||||||||||||||
| Total adjusted operating revenues | 702 | 645 | 2,090 | 2,109 | |||||||||||||||||||
| Operating benefits and expenses: | |||||||||||||||||||||||
| Interest credited and other benefits to contract owners/policyholders | 226 | 222 | 671 | 663 | |||||||||||||||||||
| Operating expenses | 275 | 272 | 867 | 823 | |||||||||||||||||||
| Net amortization of DAC/VOBA | 22 | 23 | 67 | 71 | |||||||||||||||||||
| Total operating benefits and expenses | 524 | 517 | 1,605 | 1,556 | |||||||||||||||||||
| Adjusted operating earnings before income taxes | $ | 179 | $ | 128 | $ | 485 | $ | 553 | |||||||||||||||
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The following table presents Net revenue and Adjusted operating margin for our Wealth Solutions segment as of the dates indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Adjusted operating earnings before income taxes | $ | 179 | $ | 128 | $ | 485 | $ | 553 | |||||||||||||||
| Total adjusted operating revenues | 702 | 645 | 2,090 | 2,109 | |||||||||||||||||||
| Less: Interest credited and other benefits to contract owners/policyholders | 226 | 222 | 671 | 663 | |||||||||||||||||||
| Net revenue | $ | 475 | $ | 423 | $ | 1,419 | $ | 1,448 | |||||||||||||||
Adjusted operating margin(1) | 37.6 | % | 30.2 | % | 34.2 | % | 38.2 | % | |||||||||||||||
(1) Adjusted operating earnings before income taxes divided by Net revenue.
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) | 2023 | 2022 | |||||||||
| Full Service | $ | 173,723 | $ | 153,228 | |||||||
| Recordkeeping | 276,869 | 241,241 | |||||||||
| Total Defined Contribution | 450,591 | 394,469 | |||||||||
| Investment-only Stable Value | 35,450 | 38,944 | |||||||||
| Retail Client and Other Assets | 30,529 | 27,536 | |||||||||
Eliminations(1) | (6,998) | (7,355) | |||||||||
Total Client Assets(1) | $ | 509,572 | $ | 453,594 | |||||||
(1) Includes asset eliminations which were previously reported in Recordkeeping and Retail Client Assets. Historical periods presented have been recast to conform with this change.
| As of September 30, | |||||||||||
| ($ in millions) | 2023 | 2022 | |||||||||
| Fee-based | $ | 423,118 | $ | 364,099 | |||||||
| Spread-based | 32,136 | 34,358 | |||||||||
| Investment-only Stable Value | 35,450 | 38,944 | |||||||||
| Retail Client Assets | 25,867 | 23,547 | |||||||||
Eliminations(1) | (6,998) | (7,355) | |||||||||
Total Client Assets(2) | $ | 509,572 | $ | 453,594 | |||||||
(2) Effective Q1 2023, includes asset balances associated with non-qualified retirement plans for clients using only our non-qualified solutions. Historical periods presented have been recast to conform with this change.
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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) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Full Service - Corporate markets: | |||||||||||||||||||||||
| Deposits | $ | 3,980 | $ | 3,305 | $ | 12,531 | $ | 11,012 | |||||||||||||||
| Surrenders, benefits and product charges | (3,368) | (2,589) | (10,089) | (9,010) | |||||||||||||||||||
| Net flows | 612 | 716 | 2,442 | 2,002 | |||||||||||||||||||
| Full Service - Tax-exempt markets: | |||||||||||||||||||||||
| Deposits | 1,309 | 1,235 | 4,083 | 4,196 | |||||||||||||||||||
| Surrenders, benefits and product charges | (1,793) | (1,395) | (6,012) | (4,195) | |||||||||||||||||||
| Net flows | (484) | (161) | (1,929) | — | |||||||||||||||||||
| Total Full Service Net Flows | $ | 127 | $ | 555 | $ | 513 | $ | 2,001 | |||||||||||||||
| Recordkeeping and Stable Value: | |||||||||||||||||||||||
| Recordkeeping Net Flows | $ | 2,993 | $ | 2,004 | $ | 6,682 | $ | 1,335 | |||||||||||||||
| Investment-only Stable Value Net Flows | $ | (1,844) | $ | (84) | $ | (3,477) | $ | 1,610 | |||||||||||||||
Wealth Solutions - Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
Adjusted operating earnings before income taxes increased $51 million from $128 million to $179 million primarily due to:
•higher net investment income primarily due to higher alternative asset returns and a higher portfolio yield, partially offset by lower spread-based assets due to participant surrenders and fund transfer activities; and
•higher fee income and other revenue primarily due to higher average equity markets and business growth, partially offset by a lower Full Service fee margin rate and higher interest rates.
The increase was partially offset by:
•higher participant crediting rates due to higher interest rates; and
•higher expenses primarily driven by business growth.
Wealth Solutions - Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Adjusted operating earnings before income taxes decreased $68 million from $553 million to $485 million primarily due to:
•higher expenses primarily driven by business growth;
•lower net investment income primarily due to lower alternative asset returns and lower spread-based assets due to participant surrenders and fund transfer activities, partially offset by a higher portfolio yield;
•higher participant crediting rates due to higher interest rates; and
•lower fee income and other revenue primarily due to higher interest rates and a lower Full Service fee margin rate, partially offset by business growth.
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Health Solutions
The following table presents Adjusted operating earnings before income taxes of the Health Solutions segment for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
Adjusted operating revenues: | |||||||||||||||||||||||
| Net investment income and net gains (losses) | $ | 35 | $ | 29 | $ | 104 | $ | 103 | |||||||||||||||
| Fee income | 18 | 19 | 58 | 58 | |||||||||||||||||||
| Premiums | 663 | 598 | 2,007 | 1,778 | |||||||||||||||||||
| Other revenue | 51 | (2) | 148 | (5) | |||||||||||||||||||
| Total adjusted operating revenues | 768 | 645 | 2,317 | 1,933 | |||||||||||||||||||
| Operating benefits and expenses: | |||||||||||||||||||||||
| Interest credited and other benefits to contract owners/policyholders | 504 | 335 | 1,404 | 1,256 | |||||||||||||||||||
| Operating expenses | 204 | 147 | 619 | 429 | |||||||||||||||||||
| Net amortization of DAC/VOBA | 7 | 9 | 23 | 22 | |||||||||||||||||||
| Total operating benefits and expenses | 715 | 491 | 2,047 | 1,707 | |||||||||||||||||||
Adjusted operating earnings before income taxes (1) | $ | 53 | $ | 154 | $ | 271 | $ | 226 | |||||||||||||||
(1)The three and nine months ended September 30, 2023 and 2022 include $8 million unfavorable and $66 million favorable impacts, respectively, related to the annual review of assumptions. See Critical Accounting Judgments and Estimates in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information
The following table presents Net revenue and Adjusted operating margin for our Health Solutions segment as of the dates indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Adjusted operating earnings before income taxes | $ | 53 | $ | 154 | $ | 271 | $ | 226 | |||||||||||||||
| Total adjusted operating revenues | 768 | 645 | 2,317 | 1,933 | |||||||||||||||||||
| Less: Interest credited and other benefits to contract owners/policyholders | 504 | 335 | 1,404 | 1,256 | |||||||||||||||||||
| Net revenue | $ | 264 | $ | 310 | $ | 913 | $ | 677 | |||||||||||||||
Adjusted operating margin(1) | 20.0 | % | 49.8 | % | 29.7 | % | 33.4 | % | |||||||||||||||
(1) Adjusted operating earnings before income taxes divided by Net revenue.
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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) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Sales by Product Line: | |||||||||||||||||||||||
| Group life and Disability | $ | 4 | $ | 4 | $ | 122 | $ | 104 | |||||||||||||||
| Stop loss | 67 | 42 | 435 | 389 | |||||||||||||||||||
| Total group products | 71 | 46 | 557 | 493 | |||||||||||||||||||
Voluntary and Other (1) | 12 | 12 | 145 | 136 | |||||||||||||||||||
| Total sales by product line | $ | 83 | $ | 58 | $ | 703 | $ | 629 | |||||||||||||||
| Total gross premiums and deposits | $ | 762 | $ | 707 | $ | 2,288 | $ | 2,038 | |||||||||||||||
| Group life and Disability | $ | 917 | $ | 817 | $ | 917 | $ | 817 | |||||||||||||||
| Stop loss | 1,490 | 1,259 | 1,490 | 1,259 | |||||||||||||||||||
Voluntary and Other (1) | 936 | 684 | 936 | 684 | |||||||||||||||||||
| Total annualized in-force premiums and fees | $ | 3,343 | $ | 2,760 | $ | 3,343 | $ | 2,760 | |||||||||||||||
| Loss Ratios: | |||||||||||||||||||||||
Group life (interest adjusted) (2) | 78.4 | % | 71.4 | % | 83.2 | % | 92.2 | % | |||||||||||||||
| Stop loss | 83.3 | % | 76.4 | % | 72.2 | % | 77.3 | % | |||||||||||||||
Total Loss Ratio (2)(3) | 66.3 | % | 70.7 | % | 66.3 | % | 70.7 | % | |||||||||||||||
(1) Includes benefit administration annual recurring revenue and Health Account Solutions products.
(2) The three months and nine months ended September 30, 2022 loss ratio excludes $57 million of favorable reserve impact related to annual review of the assumptions.
(3) Total Loss Ratio is presented on a trailing twelve month basis given inherent volatility in quarterly results.
Health Solutions - Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
Adjusted Operating earnings before income taxes decreased $101 million from $154 million to $53 million primarily due to:
•higher benefits incurred due to higher loss ratios, growth in in-force business, and an unfavorable change due to the annual assumption update; and
•higher expenses primarily driven by the acquisition of Benefitfocus and business growth.
The decrease was partially offset by:
•higher premiums driven by growth in the stop loss and voluntary blocks of business; and
•higher other revenue primarily driven by the acquisition of Benefitfocus.
Health Solutions - Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Adjusted Operating earnings before income taxes increased $45 million from $226 million to $271 million primarily due to:
•higher premiums driven by growth across all three lines of business; and
•higher other revenue primarily driven by the acquisition of Benefitfocus.
The increase was partially offset by:
•higher expenses primarily driven by the acquisition of Benefitfocus and business growth; and
•higher benefits incurred due to growth in in-force business, an unfavorable change due to the annual assumption update, partially offset by a lower loss ratio in stop loss and absence of COVID-19 impacts in the current period.
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Investment Management
The following table presents Adjusted operating earnings before income taxes of our Investment Management segment for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
Adjusted operating revenues: | |||||||||||||||||||||||
| Net investment income and net gains (losses) | $ | 7 | $ | (12) | $ | 27 | $ | 4 | |||||||||||||||
| Fee income | 224 | 202 | 659 | 527 | |||||||||||||||||||
| Other revenue | 2 | 2 | 3 | 10 | |||||||||||||||||||
| Total adjusted operating revenues | 233 | 192 | 688 | 542 | |||||||||||||||||||
| Operating benefits and expenses: | |||||||||||||||||||||||
| Operating expenses | 170 | 142 | 520 | 412 | |||||||||||||||||||
| Total operating benefits and expenses | 170 | 142 | 520 | 412 | |||||||||||||||||||
| Adjusted operating earnings before income taxes including Allianz noncontrolling interest | 63 | 51 | 168 | 129 | |||||||||||||||||||
| Less: Earnings (loss) attributable to Allianz noncontrolling interest | 14 | 13 | 36 | 13 | |||||||||||||||||||
Adjusted operating earnings before income taxes | $ | 49 | $ | 38 | $ | 132 | $ | 116 | |||||||||||||||
The following table presents Net revenue and Adjusted operating margin for our Investment Management segment as of the dates indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Adjusted operating earnings before income taxes including Allianz noncontrolling interest | $ | 63 | $ | 51 | $ | 168 | $ | 129 | |||||||||||||||
| Total adjusted operating revenues | 233 | 192 | 688 | 542 | |||||||||||||||||||
| Net revenue | $ | 233 | $ | 192 | $ | 688 | $ | 542 | |||||||||||||||
Adjusted operating margin(1) | 27.0 | % | 26.3 | % | 24.4 | % | 23.8 | % | |||||||||||||||
(1) Adjusted operating earnings before income taxes divided by Net revenue.
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) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Investment Management intersegment revenues | $ | 21 | $ | 23 | $ | 65 | $ | 68 | |||||||||||||||
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The following table presents AUM and AUA for our Investment Management segment as of the dates indicated:
| As of September 30, | |||||||||||
| ($ in millions) | 2023 | 2022 | |||||||||
| External clients: | |||||||||||
Institutional(1) | $ | 147,904 | $ | 160,720 | |||||||
Retail(1) | 128,120 | 118,016 | |||||||||
| Total external clients | 276,024 | 278,735 | |||||||||
| General account | 35,792 | 38,614 | |||||||||
Total AUM(1) | 311,816 | 317,349 | |||||||||
AUA(2) | 55,066 | 51,862 | |||||||||
Total AUM and AUA(1)(2) | $ | 366,882 | $ | 369,210 | |||||||
(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, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net Flows: | |||||||||||||||||||||||
| Institutional | $ | (5,361) | $ | (889) | $ | (10,089) | $ | 3,330 | |||||||||||||||
| Retail | 1,046 | (71) | 1,510 | (2,403) | |||||||||||||||||||
Divested businesses | (490) | (467) | (1,521) | (1,660) | |||||||||||||||||||
| Total | $ | (4,806) | $ | (1,427) | $ | (10,102) | $ | (733) | |||||||||||||||
Investment Management - Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $12 million from $51 million to $63 million primarily due to:
•higher fee income and other revenue primarily due to higher average equity markets and the addition of the AllianzGI business, partially offset by net outflows and higher interest rates; and
•higher investment capital returns primarily driven by overall market performance.
The increase was partially offset by:
•higher operating expenses primarily driven by the addition of the AllianzGI business.
Investment Management - Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Adjusted operating earnings before income taxes including Allianz noncontrolling interest increased $39 million from $129 million to $168 million primarily due to:
•higher fee income and other revenue primarily due to the addition of the AllianzGI business, partially offset by net outflows and higher interest rates; and
•higher investment capital returns primarily driven by overall market performance.
The increase was partially offset by:
•higher operating expenses primarily driven by the addition of the AllianzGI business.
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Corporate
The following table presents Adjusted operating earnings before income taxes of Corporate for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Adjusted operating revenues: | |||||||||||||||||||||||
| Net investment income and net gains (losses) | $ | 9 | $ | — | $ | 21 | $ | — | |||||||||||||||
| Other revenue | 5 | 13 | 18 | 51 | |||||||||||||||||||
| Total adjusted operating revenues | 14 | 13 | 39 | 51 | |||||||||||||||||||
| Operating benefits and expenses: | |||||||||||||||||||||||
Operating expenses(1) | 22 | 30 | 85 | 104 | |||||||||||||||||||
Interest expense(2) | 44 | 49 | 128 | 140 | |||||||||||||||||||
| Total operating benefits and expenses | 66 | 78 | 213 | 244 | |||||||||||||||||||
| Adjusted operating earnings before income taxes including Allianz noncontrolling interest | (52) | (66) | (175) | (193) | |||||||||||||||||||
| Less: Earnings (loss) attributable to Allianz noncontrolling interest | — | — | (1) | — | |||||||||||||||||||
| Adjusted operating earnings before income taxes | $ | (52) | $ | (65) | $ | (173) | $ | (193) | |||||||||||||||
(1) Includes 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, 2023 Compared to Three Months Ended September 30, 2022
Adjusted operating earnings before income taxes including Allianz noncontrolling interest improved $14 million from a loss of $66 million to a loss of $52 million primarily due to:
•higher investment income due to the increase in short-term rates on assets backing surplus in excess of amounts held at the segment level;
•lower operating expenses due to stranded costs in the prior period and lower incentive compensation; and
•lower interest expense driven by cumulative debt extinguishments.
The improvement was partially offset by:
•lower other revenue from transition services agreements.
Corporate - Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Adjusted operating earnings before income taxes including Allianz noncontrolling interest improved $18 million from a loss of $193 million to a loss of $175 million primarily due to:
•higher investment income due to the increase in short-term rates on assets backing surplus in excess of amounts held at the segment level;
•lower operating expenses due to stranded costs in the prior period, partially offset by an increase in the deferred compensation liability; and
•lower interest expense driven by cumulative debt extinguishments.
The improvement was partially offset by:
•lower other revenue from transition services agreements.
Alternative Investment Income
Investment income on certain alternative investments can be volatile due to changes in market conditions. The following table presents the amount of investment income (loss) on certain alternative investments that is included in segment Adjusted
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operating earnings before income taxes and the average level of assets in each segment, prior to intercompany eliminations, which excludes alternative investments and income that are a component of Income (loss) related to businesses exited or to be exited through reinsurance or divestment. These alternative investments are carried at fair value, which is estimated based on the net asset value ("NAV") of these funds.
While investment income on these assets can be volatile, based on current plans, we expect to earn 9.0% on these assets over the long term.
The following table presents alternative investment income and average assets of alternative investments for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
Wealth Solutions: | |||||||||||||||||||||||
| Alternative investment income | $ | 21 | $ | (26) | $ | 62 | $ | 96 | |||||||||||||||
| Average alternative investment | 1,613 | 1,650 | 1,629 | 1,606 | |||||||||||||||||||
Health Solutions: | |||||||||||||||||||||||
| Alternative investment income | 3 | (3) | 8 | 9 | |||||||||||||||||||
| Average alternative investment | 199 | 163 | 168 | 165 | |||||||||||||||||||
| Investment Management: | |||||||||||||||||||||||
| Alternative investment income | 5 | (13) | 22 | 3 | |||||||||||||||||||
| Average alternative investment | 326 | 333 | 323 | 344 | |||||||||||||||||||
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 senior unsecured credit facility 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 total adjusted capital in our insurance subsidiaries above our 375% RBC target, plus the amount of holding company liquidity above our $200 million target) as of September 30, 2023, was approximately $0.4 billion. As of September 30, 2023, our estimated combined RBC ratio, with adjustments for certain intercompany transactions, was 403%.
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Voya Financial, Inc.'s primary sources and uses of cash for the periods indicated are presented in the following table:
| Nine Months Ended September 30, | |||||||||||
| ($ in millions) | 2023 | 2022 | |||||||||
| Beginning cash and cash equivalents balance | $ | 210 | $ | 202 | |||||||
| Sources: | |||||||||||
| Dividends and returns of capital from subsidiaries | 1,057 | 1,176 | |||||||||
| Repayment of loans to subsidiaries, net of new issuances | 110 | 169 | |||||||||
Debt issuance(1) | 388 | — | |||||||||
| Amounts received from subsidiaries under tax sharing agreements, net | 73 | 27 | |||||||||
| Settlement of amounts due from (to) subsidiaries and affiliates, net | 113 | 35 | |||||||||
| Collateral received, net | 8 | — | |||||||||
Discounts and fees received for debt extinguishment | — | 2 | |||||||||
| Asset maturities and investment income, net | 1 | 25 | |||||||||
| Derivatives, net | 10 | — | |||||||||
| Other, net | — | 4 | |||||||||
| Total sources | 1,760 | 1,438 | |||||||||
| Uses: | |||||||||||
| Payment of interest expense | 90 | 81 | |||||||||
| Capital provided to subsidiaries | 8 | — | |||||||||
| Payment for business acquisitions | 611 | — | |||||||||
| Repayments of loans from subsidiaries, net of repayments | 262 | — | |||||||||
| Debt repurchase | 393 | 366 | |||||||||
| New issuances of loans to subsidiaries, net of repayments | — | 51 | |||||||||
| Payment of income taxes, net | 2 | 13 | |||||||||
| Common stock acquired - Share repurchase | 212 | 750 | |||||||||
| Share-based compensation | 46 | 40 | |||||||||
| Dividends paid on preferred stock | 32 | 32 | |||||||||
| Dividends paid on common stock | 83 | 61 | |||||||||
| Collateral delivered, net | — | 9 | |||||||||
| Derivatives, net | — | 41 | |||||||||
| Other, net | 1 | — | |||||||||
| Total uses | 1,740 | 1,444 | |||||||||
| Net increase in cash and cash equivalents | 20 | (6) | |||||||||
| Ending cash and cash equivalents balance | $ | 230 | $ | 196 | |||||||
(1) See Put Option Agreement for Senior Debt Issuance below for further detail.
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.
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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. We may repurchase or otherwise retire our debt and preferred stock and take other steps to reduce our debt and preferred stock or otherwise improve our financial position. These actions could include open market repurchases, negotiated repurchases, tender offers or other retirements of outstanding debt and opportunistic refinancing of debt. The amount that may be repurchased or otherwise retired, if any, will depend on market conditions, trading levels, cash position, compliance with covenants and other considerations.
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 additional details over changes in noncontrolling interest during the year and impacting capitalization.
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, 2023. As of September 30, 2023, we were authorized to repurchase shares up to an aggregate purchase amount of $555 million.
The following table provides a summary of common dividends and repurchases of common shares for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| ($ in millions) | 2023 | 2022 | |||||||||
| Dividends paid on common shares | $ | 83 | $ | 61 | |||||||
| Repurchases of common shares (at cost) | 216 | 750 | |||||||||
| Total | $ | 299 | $ | 811 | |||||||
Subsequent to September 30, 2023, we repurchased 773,153 shares pursuant to a 10b5-1 plan for an aggregate purchase price of $51 million.
Debt
As of September 30, 2023, we had $2.5 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt.
The following table summarizes our borrowing activities for the nine months ended September 30, 2023:
| ($ in millions) | Beginning Balance | Issuance | Maturities and Repayment | Other Changes | Ending Balance | ||||||||||||||||||||||||
| Total long-term debt | $ | 2,094 | $ | 400 | $ | (393) | $ | (6) | $ | 2,095 | |||||||||||||||||||
During the nine months ended September 30, 2023, the Company completed the redemption of all of outstanding principal amount of the 2053 Notes at par, resulting in a loss on debt extinguishment of $5 million, which is included in Interest expense in the Condensed Consolidated Statements of Operations. 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.
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Put Option Agreement for Senior Debt Issuance
On May 1, 2023, we exercised the put option (the "Put Option") pursuant to the Put Option Agreement, dated March 17, 2015, with Peachtree Corners Funding Trust (the "Trust"), a Delaware trust formed in connection with the sale by the Trust of pre-capitalized trust securities ("P-Caps"), that provided us the right to issue up to $500 million aggregate principal amount of our 3.976% Senior Notes due 2025 (the "3.976% Senior Notes") to the Trust in exchange for a corresponding amount of U.S. Treasury securities that are held by the Trust.
On May 3, 2023, we issued $400 million aggregate principal amount of 3.976% Senior Notes to the Trust, and we received approximately $400 million of U.S. Treasury securities. The proceeds from the sale of the U.S. Treasury securities received by us in exchange for the 3.976% Senior Notes were used to redeem the 2053 Notes on May 15, 2023.
See the Financing Agreements Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information on the Put Option and the 3.976% Senior Notes.
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.
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. 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 credit facilities.
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 $218 million combined principal amount of Aetna Notes.
•Voya Financial, Inc. and Voya Holdings provide a guarantee of payment of obligations to certain subsidiaries under certain surplus notes held by those subsidiaries.
We did not recognize any asset or liability as of September 30, 2023 in relation to intercompany indemnifications, guarantees or support agreements. As of September 30, 2023, 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, 2023, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.4 billion. For non-life insurance subsidiaries, the maximum allowable under the agreement is based on the assets of the subsidiaries and their particular cash requirements. As of September 30, 2023, Voya Financial, Inc. had $305 million outstanding borrowings from subsidiaries and had loaned $351 million to its subsidiaries.
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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 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 Risk Factors 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 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+/positive | Baa2/stable | BBB+/stable | ||||||||||||||||||||||
| Financial Strength Rating/Outlook: | ||||||||||||||||||||||||||
Voya Retirement Insurance and Annuity Company | (5) | A/positive | A2/stable | A+/stable | ||||||||||||||||||||||
ReliaStar Life Insurance Company | A/stable | A/positive | A2/stable | A+/stable | ||||||||||||||||||||||
| ReliaStar Life Insurance Company of New York | A/stable | A/positive | 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 December of 2022, Moody’s confirmed its outlook for the U.S. life insurance sector as stable. Also, in November of 2022, A.M. Best maintained a stable outlook on the U.S. life insurance sector and Fitch continues to have a neutral outlook for the North American life insurance sector.
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
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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 Subsidiaries domiciled in Connecticut and Minnesota both have ordinary dividend capacity for 2023. 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.
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) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Subsidiary Name (State of domicile): | |||||||||||||||||||||||
| Voya Retirement Insurance and Annuity Company ("VRIAC") (CT) | $ | 310 | $ | 48 | $ | — | $ | 809 | |||||||||||||||
| ReliaStar Life Insurance Company ("RLI") (MN) | — | — | 747 | 329 | |||||||||||||||||||
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Leverage Ratios
Our Leverage Ratios are a measure that we use to monitor the level of our debt relative to our total capitalization. The following table presents our leverage ratios for the periods indicated:
| September 30, | December 31, | ||||||||||
| ($ in millions) | 2023 | 2022 | |||||||||
| Financial Debt | |||||||||||
| Total financial debt | $ | 2,097 | $ | 2,235 | |||||||
Other financial obligations(1) | 325 | 265 | |||||||||
| Total financial obligations | 2,422 | 2,500 | |||||||||
| Mezzanine equity | |||||||||||
| Allianz noncontrolling interest | 173 | 166 | |||||||||
| Equity | |||||||||||
Preferred equity(2) | 612 | 612 | |||||||||
| Common equity, excluding AOCI | 6,048 | 5,792 | |||||||||
| Total equity, excluding AOCI | 6,660 | 6,404 | |||||||||
| AOCI | (3,533) | (3,055) | |||||||||
| Total Voya Financial, Inc. shareholders' equity | 3,127 | 3,349 | |||||||||
| Noncontrolling interest | 1,659 | 1,482 | |||||||||
| Total shareholders' equity | $ | 4,786 | $ | 4,831 | |||||||
| Capital | |||||||||||
Capitalization(3) | $ | 5,224 | $ | 5,584 | |||||||
Adjusted capitalization excluding AOCI(4) | $ | 10,914 | $ | 10,552 | |||||||
| Leverage Ratios | |||||||||||
Debt-to-Capital Ratio(5) | 40.1 | % | 40.0 | % | |||||||
Financial Leverage excluding AOCI(6) | 27.8 | % | 29.5 | % | |||||||
(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) Includes Total Financial Obligations, Mezzanine Equity, and Total Shareholders' Equity excluding AOCI.
(5) Total Financial Debt divided by Capitalization.
(6) Total Financial Obligations and Preferred equity divided by Adjusted Capitalization excluding AOCI.
Our Financial Leverage Ratio, excluding AOCI, decreased from 29.5% at December 31, 2022 to 27.8% at September 30, 2023. The decrease was primarily due to a reduction of Total financial debt and increases to noncontrolling interest and Common equity, excluding AOCI driven by Net income available to common shareholders, partially offset by repurchases of common stock.
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.
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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. 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;
•Valuation of investments and derivatives;
•Investment impairments;
•Goodwill and other intangible assets;
•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 that the amounts provided are appropriate based on the facts available upon preparation of the Condensed Consolidated Financial Statements.
Effective January 1, 2023, we adopted Accounting Standards Update ("ASU") 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts ("ASU 2018-12"). As a result, we made changes to the Reserves for future policy benefits critical accounting estimate, which are noted below and are further described in 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. In addition, deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA") are no longer considered critical estimates, as the amortization methodology is no longer subject to a significant degree of variability and does not require a high degree of judgment. The above critical accounting estimates that were not impacted as a result of the adoption of ASU 2018-12 are described in the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K.
Reserves for Future Policy Benefits
Principal assumptions used to establish the liability for future policy benefits include mortality, morbidity, policy lapse, contract renewal, payment of subsequent premiums or deposits by the contract owner, retirement, inflation, and benefit utilization. Other than interest rate assumptions, these assumptions are based on our experience and periodically reviewed against industry standards. The assumptions used require considerable judgments. Changes in, or deviations from, the assumptions used can significantly affect our reserve levels and related results of operations.
•Mortality is the incidence of death among policyholders triggering the payment of underlying insurance coverage by the insurer. In addition, mortality also refers to the ceasing of payments on life-contingent annuities due to the death of the annuitant. We utilize a combination of actual and industry experience when setting our mortality assumptions.
•A lapse rate is the percentage of in-force policies surrendered by the policyholder or canceled by us due to nonpayment of premiums. A decrease in policy lapses would result in an increase in persistency rates.
Interest rates used to calculate these reserves are based on an upper-medium grade (low credit risk) fixed income instrument yield derived from observable market data.
Insurance and Other Reserves
Reserves for traditional life insurance contracts (term insurance, participating and non-participating whole life insurance and traditional group life insurance) and accident and health insurance represent the present value of future benefits to be paid to or on behalf of contract owners and related expenses, less the present value of future net premiums.
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Assumptions that are critical to the determination of expected future benefit payments and premium cash flows include estimates of mortality and persistency and represent management’s best estimates of future outcome. We review these assumptions at least annually against actual experience and, based on additional information that becomes available, update them if necessary. The annual review of assumptions is generally performed in the third quarter and could have a significant impact on our reserves and results of operations.
For the third quarter of 2023, the impact of annual assumption updates was $67 million unfavorable, of which $8 million was an unfavorable impact to Adjusted operating earnings before income taxes. The unfavorable remeasurement impact within Adjusted operating earnings was related to the Health Solutions segment, primarily driven by unfavorable mortality experience. The total impact from assumption changes is mainly reflected in Interest credited to contract owner account balances, Policyholder benefits and Net gains losses in the Condensed Consolidated Statements of Operations.
For the third quarter of 2022, the impact of annual assumption updates on Adjusted Operating earnings before income taxes was approximately $66 million favorable. This was comprised of favorable remeasurement reserve impact in our Health Solutions segment, driven by favorable mortality and morbidity experience.
Product Guarantees
The assumptions used to establish the liabilities for our product guarantees require considerable judgment and are established as management's best estimate of future outcomes. We periodically review these assumptions and, if necessary, update them based on additional information that becomes available. Changes in, or deviations from, the assumptions used can significantly affect our reserve levels and related results of operations.
Stabilizer and MCG: We also issue stabilizer ("Stabilizer") contracts that contain embedded derivatives that are measured at estimated fair value separately from the host contracts. The managed custody guarantee product ("MCG") is a stand-alone derivative and is measured in its entirety at estimated fair value.
The estimated fair value of the Stabilizer embedded derivative and MCG stand-alone derivative is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract, we project a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are projected under multiple capital market scenarios using observable risk-free rates and other best estimate assumptions.
The liabilities for Stabilizer embedded derivatives and the MCG stand-alone derivative include a risk margin to capture uncertainties related to policyholder behavior assumptions. The margin represents additional compensation a market participant would require to assume these risks.
The discount rate used to determine the fair value of the liabilities for our Stabilizer embedded derivatives and the MCG stand-alone derivative includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk"). Our nonperformance risk adjustment is based on a blend of observable, similarly rated peer holding company credit spreads, adjusted to reflect the credit quality of our 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.
Universal and Variable Universal Life: Reserves for universal life ("UL") and variable universal life ("VUL") secondary guarantees and paid-up guarantees are calculated by estimating the expected value of death benefits payable and recognizing those benefits ratably over the accumulation period based on total expected assessments. The reserve for such products recognizes the portion of contract assessments received in early years used to compensate us for benefits provided in later years. Key assumptions used in estimating these reserves include rates of interest, lapse, and mortality.
See the Reserves for Future Policy Benefits and Contract Owner Account Balances Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on our reserves for future policy benefits and contract owner account balances.
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Sensitivity
We perform sensitivity analyses to assess the impact that certain assumptions have on traditional reserves. The following table presents the estimated instantaneous net impact to income from continuing operations of various assumption changes on our 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.
| ($ in millions) | As of September 30, 2023 | ||||
| An assumed increase in future mortality by 1% | $ | (1.6) | |||
| An assumed increase in future morbidity by 1% | $ | (0.3) | |||
| An assumed increase in future persistency by 1% | $ | (0.4) | |||
Increased assumed future mortality, morbidity, or persistency generally increases future policy benefits, thus decreasing income before income taxes.
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.
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 imposes a 15% corporate alternative minimum tax ("CAMT") on the adjusted financial statement income of large 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. Recently, the U.S. Treasury issued guidance clarifying the treatment of financial statement income related to noncontrolling interests, making it clear that Voya will not be within the scope of CAMT for 2023. For the 2024 tax year, there is uncertainty around whether we will be subject to the CAMT, which is driven by limited guidance to date by the U.S. Treasury and IRS. If the CAMT applies in a future year, we will be required to pay tax at the 15% CAMT rate despite our U.S. Federal net operating loss carryforwards. 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.
On January 4, 2021, we completed a series of transactions pursuant to a Master Transaction Agreement ("MTA") with Resolution Life U.S. Holdings Inc. ("Resolution Life US"). As a part of these transactions, Resolution Life US acquired our wholly owned subsidiary, Security Life of Denver Company ("SLD"). SLD generated capital losses in the 2022 tax year, which will be included in our carryback claim in accordance with the MTA, resulting in a $92 tax benefit and decrease to the effective tax rate.
See the Income Taxes Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.
Investments (excluding Consolidated Investment Entities)
Investments for our general account are primarily managed by our wholly owned asset manager, Voya Investment Management LLC, pursuant to investment advisory agreements with affiliates. In addition, our internal treasury group manages our holding company liquidity investments, primarily money market funds.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our investment strategy.
See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on investments. Additionally, see the Condensed
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Consolidated Balance Sheets to our Condensed Consolidated Financial Statements Part I, Item 1. of this Quarterly Report on Form 10-Q for a composition of our investment portfolio.
Fixed Maturities Credit Quality - Ratings
For information regarding our fixed maturities credit quality ratings, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.
The following tables present credit quality of fixed maturities, including securities pledged, using NAIC designations as of the dates indicated:
| ($ in millions) | September 30, 2023 | ||||||||||||||||||||||||||||||||||||||||
| NAIC Quality Designation | 1 | 2 | 3 | 4 | 5 | 6 | Total Fair Value | ||||||||||||||||||||||||||||||||||
| U.S. Treasuries | $ | 418 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 418 | |||||||||||||||||||||||||||
| U.S. Government agencies and authorities | 53 | — | — | — | — | — | 53 | ||||||||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 690 | 36 | — | — | — | — | 726 | ||||||||||||||||||||||||||||||||||
| U.S. corporate public securities | 2,224 | 4,650 | 262 | 38 | 1 | — | 7,175 | ||||||||||||||||||||||||||||||||||
| U.S. corporate private securities | 1,674 | 2,576 | 292 | 51 | 10 | — | 4,603 | ||||||||||||||||||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | 836 | 1,528 | 106 | 73 | — | 4 | 2,547 | ||||||||||||||||||||||||||||||||||
Foreign corporate private securities(1) | 372 | 2,316 | 168 | 13 | 10 | — | 2,879 | ||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 3,255 | 126 | 3 | 1 | 6 | 6 | 3,397 | ||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 2,897 | 488 | 77 | 12 | 3 | 2 | 3,479 | ||||||||||||||||||||||||||||||||||
| Other asset-backed securities | 2,026 | 276 | 7 | 10 | 1 | 23 | 2,343 | ||||||||||||||||||||||||||||||||||
| Total fixed maturities | $ | 14,445 | $ | 11,996 | $ | 915 | $ | 198 | $ | 31 | $ | 35 | $ | 27,620 | |||||||||||||||||||||||||||
% of Fair Value | 52.4% | 43.4% | 3.3% | 0.7% | 0.1% | 0.1% | 100.0% | ||||||||||||||||||||||||||||||||||
(1) Primarily U.S. dollar denominated. | |||||||||||||||||||||||||||||||||||||||||
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| ($ in millions) | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||
| NAIC Quality Designation | 1 | 2 | 3 | 4 | 5 | 6 | Total Fair Value | ||||||||||||||||||||||||||||||||||
| U.S. Treasuries | $ | 581 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 581 | |||||||||||||||||||||||||||
| U.S. Government agencies and authorities | 59 | — | — | — | — | — | 59 | ||||||||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 787 | 58 | — | — | — | — | 845 | ||||||||||||||||||||||||||||||||||
| U.S. corporate public securities | 2,485 | 5,357 | 307 | 36 | — | 16 | 8,201 | ||||||||||||||||||||||||||||||||||
| U.S. corporate private securities | 1,684 | 2,677 | 234 | 89 | 8 | — | 4,692 | ||||||||||||||||||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | 945 | 1,829 | 104 | 64 | — | 7 | 2,949 | ||||||||||||||||||||||||||||||||||
Foreign corporate private securities(1) | 367 | 2,531 | 99 | 26 | 11 | — | 3,034 | ||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 3,919 | 34 | 4 | 1 | 10 | 9 | 3,977 | ||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 3,258 | 521 | 85 | 12 | 5 | 2 | 3,883 | ||||||||||||||||||||||||||||||||||
| Other asset-backed securities | 1,767 | 325 | 7 | 10 | 6 | 21 | 2,136 | ||||||||||||||||||||||||||||||||||
| Total fixed maturities | $ | 15,852 | $ | 13,332 | $ | 840 | $ | 238 | $ | 40 | $ | 55 | $ | 30,357 | |||||||||||||||||||||||||||
| % of Fair Value | 52.2% | 43.9% | 2.8% | 0.8% | 0.1% | 0.2% | 100.0% | ||||||||||||||||||||||||||||||||||
(1)Primarily U.S. dollar denominated. | |||||||||||||||||||||||||||||||||||||||||
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, 2023 | ||||||||||||||||||||||||||||||||||
| ARO Quality Ratings | AAA | AA | A | BBB | BB and Below | Total Fair Value | |||||||||||||||||||||||||||||
| U.S. Treasuries | $ | — | $ | 418 | $ | — | $ | — | $ | — | $ | 418 | |||||||||||||||||||||||
| U.S. Government agencies and authorities | — | 53 | — | — | — | 53 | |||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 42 | 425 | 223 | 36 | — | 726 | |||||||||||||||||||||||||||||
| U.S. corporate public securities | 22 | 325 | 2,020 | 4,514 | 294 | 7,175 | |||||||||||||||||||||||||||||
| U.S. corporate private securities | 21 | 209 | 1,446 | 2,508 | 419 | 4,603 | |||||||||||||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | 8 | 143 | 723 | 1,468 | 205 | 2,547 | |||||||||||||||||||||||||||||
Foreign corporate private securities(1) | — | 44 | 270 | 2,337 | 228 | 2,879 | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 1,074 | 1,956 | 74 | 107 | 186 | 3,397 | |||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 246 | 1,303 | 799 | 978 | 153 | 3,479 | |||||||||||||||||||||||||||||
| Other asset-backed securities | 176 | 543 | 1,290 | 279 | 55 | 2,343 | |||||||||||||||||||||||||||||
| Total fixed maturities | $ | 1,589 | $ | 5,419 | $ | 6,845 | $ | 12,227 | $ | 1,540 | $ | 27,620 | |||||||||||||||||||||||
| % of Fair Value | 5.8% | 19.6% | 24.8% | 44.2% | 5.6% | 100.0% | |||||||||||||||||||||||||||||
(1)Primarily U.S. dollar denominated. | |||||||||||||||||||||||||||||||||||
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| ($ in millions) | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| ARO Quality Ratings | AAA | AA | A | BBB | BB and Below | Total Fair Value | |||||||||||||||||||||||||||||
| U.S. Treasuries | $ | 581 | $ | — | $ | — | $ | — | $ | — | $ | 581 | |||||||||||||||||||||||
| U.S. Government agencies and authorities | 51 | 8 | — | — | — | 59 | |||||||||||||||||||||||||||||
| State, municipalities and political subdivisions | 48 | 503 | 236 | 58 | — | 845 | |||||||||||||||||||||||||||||
| U.S. corporate public securities | 29 | 408 | 2,320 | 5,063 | 381 | 8,201 | |||||||||||||||||||||||||||||
| U.S. corporate private securities | 58 | 185 | 1,368 | 2,728 | 353 | 4,692 | |||||||||||||||||||||||||||||
Foreign corporate public securities and foreign governments(1) | 8 | 168 | 802 | 1,774 | 197 | 2,949 | |||||||||||||||||||||||||||||
Foreign corporate private securities(1) | — | 42 | 297 | 2,541 | 154 | 3,034 | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 3,089 | 188 | 113 | 206 | 381 | 3,977 | |||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 1,304 | 425 | 927 | 1,058 | 169 | 3,883 | |||||||||||||||||||||||||||||
| Other asset-backed securities | 187 | 447 | 1,117 | 330 | 55 | 2,136 | |||||||||||||||||||||||||||||
| Total fixed maturities | $ | 5,355 | $ | 2,374 | $ | 7,180 | $ | 13,758 | $ | 1,690 | $ | 30,357 | |||||||||||||||||||||||
| % of Fair Value | 17.6 | % | 7.8 | % | 23.7 | % | 45.3 | % | 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
As of September 30, 2023 and December 31, 2022, we held thirteen and ten fixed maturities with unrealized capital loss in excess of $10 million, respectively. As of September 30, 2023 and December 31, 2022, the unrealized capital losses on these fixed maturities equaled $157 million or 3.9% and $114 million or 3.3% of the total unrealized losses, respectively.
As of September 30, 2023, we held $2.0 billion of energy sector fixed maturity securities, constituting 7.1% of the total fixed maturities portfolio, with gross unrealized capital losses of $193 million, including one energy sector fixed maturity security with unrealized capital losses in excess of $10 million. The unrealized capital losses on this fixed maturity security equaled $11 million. As of September 30, 2023, our fixed maturity exposure to the energy sector is comprised of 92.4% investment grade securities.
As of December 31, 2022, we held $1.9 billion of energy sector fixed maturity securities, constituting 6.1% of the total fixed maturities portfolio, with gross unrealized capital losses of $160 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 $11 million. As of December 31, 2022, our fixed maturity exposure to the energy sector is comprised of 88% investment grade securities.
See the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on unrealized capital losses.
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CMO-B Portfolio
The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated:
| ($ in millions) | September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||
| NAIC Quality Designation | Amortized Cost | Fair Value | % Fair Value | Amortized Cost | Fair Value | % Fair Value | ||||||||||||||||||||||||||||||||
| 1 | $ | 1,664 | $ | 1,666 | 92.5 | % | $ | 2,267 | $ | 2,270 | 97.9 | % | ||||||||||||||||||||||||||
| 2 | 119 | 123 | 6.8 | % | 33 | 32 | 1.4 | % | ||||||||||||||||||||||||||||||
| 3 | — | — | — | % | — | — | — | % | ||||||||||||||||||||||||||||||
| 4 | — | 1 | 0.1 | % | — | — | — | % | ||||||||||||||||||||||||||||||
| 5 | 3 | 5 | 0.3 | % | 5 | 7 | 0.3 | % | ||||||||||||||||||||||||||||||
| 6 | 6 | 6 | 0.3 | % | 8 | 9 | 0.4 | % | ||||||||||||||||||||||||||||||
| Total | $ | 1,792 | $ | 1,801 | 100.0 | % | $ | 2,313 | $ | 2,318 | 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 not qualifying for hedge accounting and used in our CMO-B portfolio as of the dates indicated:
| September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| ($ in millions) | Notional Amount | Asset Fair Value | Liability Fair Value | Notional Amount | Asset Fair Value | Liability Fair Value | |||||||||||||||||||||||||||||
| Interest Rate Contracts | $ | 11,623 | $ | 201 | $ | 305 | $ | 12,414 | $ | 215 | $ | 350 | |||||||||||||||||||||||
The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.
The following table presents our CMO-B fixed maturity securities balances and tranche type as of the dates indicated:
| ($ in millions) | September 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||
| Tranche Type | Amortized Cost | Fair Value | % Fair Value | Amortized Cost | Fair Value | % Fair Value | ||||||||||||||||||||||||||||||||
| Inverse Floater | $ | 74 | $ | 74 | 4.1 | % | $ | 70 | $ | 79 | 3.4 | % | ||||||||||||||||||||||||||
| Interest Only (IO) | 971 | 972 | 53.9 | % | 914 | 915 | 39.5 | % | ||||||||||||||||||||||||||||||
| Inverse IO | 403 | 405 | 22.5 | % | 527 | 528 | 22.8 | % | ||||||||||||||||||||||||||||||
| Principal Only (PO) | 69 | 70 | 3.9 | % | 77 | 79 | 3.4 | % | ||||||||||||||||||||||||||||||
| Floater | 5 | 5 | 0.3 | % | 6 | 6 | 0.3 | % | ||||||||||||||||||||||||||||||
| Agency Credit Risk Transfer | 227 | 232 | 12.9 | % | 645 | 638 | 27.5 | % | ||||||||||||||||||||||||||||||
| Other | 43 | 43 | 2.4 | % | 74 | 73 | 3.1 | % | ||||||||||||||||||||||||||||||
| Total | $ | 1,792 | $ | 1,801 | 100.0 | % | $ | 2,313 | $ | 2,318 | 100.0 | % | ||||||||||||||||||||||||||
During the nine months ended September 30, 2023, the market value of our CMO-B securities portfolio was lower on a combination of transactional activity and valuation movements among tranche types. Transactional activity includes participating in tender offers of Agency Credit Risk Transfer securities.
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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) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net investment income (loss) | $ | 70 | $ | 115 | $ | 234 | $ | 386 | |||||||||||||||
Net gains (losses)(1) | (58) | (92) | (104) | (359) | |||||||||||||||||||
| Income (loss) before income taxes | $ | 12 | $ | 23 | $ | 130 | $ | 27 | |||||||||||||||
(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) 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) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Income (loss) before income taxes | $ | 12 | $ | 23 | $ | 130 | $ | 27 | |||||||||||||||
| Realized gains (losses) including impairment | 9 | 10 | — | 16 | |||||||||||||||||||
| Fair value adjustments | 29 | 25 | 35 | 114 | |||||||||||||||||||
| Total adjustments to income (loss) | 38 | 35 | 35 | 130 | |||||||||||||||||||
| Adjusted operating earnings before income taxes | $ | 50 | $ | 58 | $ | 165 | $ | 157 | |||||||||||||||
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.
Structured Securities
Residential Mortgage-backed Securities
The following tables present our residential mortgage-backed securities as of the dates indicated:
| September 30, 2023 | |||||||||||||||||||||||||||||
| ($ in millions) | Amortized Cost | Gross Unrealized Capital Gains | Gross Unrealized Capital Losses | Embedded Derivatives | Fair Value | ||||||||||||||||||||||||
| Prime Agency | $ | 1,868 | $ | 14 | $ | 69 | $ | (2) | $ | 1,811 | |||||||||||||||||||
| Prime Non-Agency | 1,770 | 11 | 268 | — | 1,513 | ||||||||||||||||||||||||
| Alt-A | 59 | 4 | 2 | 1 | 62 | ||||||||||||||||||||||||
Sub-Prime(1) | 25 | 1 | 1 | — | 25 | ||||||||||||||||||||||||
Total | $ | 3,722 | $ | 30 | $ | 340 | $ | (1) | $ | 3,411 | |||||||||||||||||||
(1) Includes subprime other asset backed securities. | |||||||||||||||||||||||||||||
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| December 31, 2022 | |||||||||||||||||||||||||||||
| ($ in millions) | Amortized Cost | Gross Unrealized Capital Gains | Gross Unrealized Capital Losses | Embedded Derivatives | Fair Value | ||||||||||||||||||||||||
| Prime Agency | $ | 1,957 | $ | 19 | $ | 50 | $ | 1 | $ | 1,927 | |||||||||||||||||||
| Prime Non-Agency | 2,194 | 10 | 238 | — | 1,966 | ||||||||||||||||||||||||
| Alt-A | 66 | 5 | 2 | 2 | 71 | ||||||||||||||||||||||||
Sub-Prime(1) | 30 | 1 | 1 | — | 30 | ||||||||||||||||||||||||
| Total | $ | 4,247 | $ | 35 | $ | 291 | $ | 3 | $ | 3,994 | |||||||||||||||||||
(1) Includes subprime other asset backed securities. | |||||||||||||||||||||||||||||
Commercial Mortgage-backed Securities
The following tables present our commercial mortgage-backed securities by origination as of the dates indicated:
| September 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| ($ 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 | |||||||||||||||||||||||||||
| 2023 | $ | — | $ | — | $ | — | $ | — | $ | 4 | $ | 4 | $ | — | $ | — | $ | — | $ | — | $ | 4 | $ | 4 | ||||||||||||||
| 2022 | 26 | 24 | 117 | 90 | 147 | 135 | 115 | 104 | — | — | 405 | 353 | ||||||||||||||||||||||||||
| 2021 | 108 | 98 | 217 | 146 | 220 | 194 | 329 | 293 | 5 | 5 | 879 | 736 | ||||||||||||||||||||||||||
| 2020 | 42 | 40 | 47 | 36 | 64 | 50 | 151 | 121 | 12 | 9 | 316 | 256 | ||||||||||||||||||||||||||
| 2019 | 14 | 13 | 172 | 142 | 107 | 91 | 285 | 215 | 12 | 11 | 590 | 472 | ||||||||||||||||||||||||||
| Prior | 85 | 71 | 1,086 | 889 | 374 | 325 | 301 | 245 | 186 | 128 | 2,032 | 1,658 | ||||||||||||||||||||||||||
Total | $ | 275 | $ | 246 | $ | 1,639 | $ | 1,303 | $ | 916 | $ | 799 | $ | 1,181 | $ | 978 | $ | 215 | $ | 153 | $ | 4,226 | $ | 3,479 | ||||||||||||||
| December 31, 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 | |||||||||||||||||||||||||||
| 2022 | $ | 105 | $ | 89 | $ | 58 | $ | 53 | $ | 178 | $ | 166 | $ | 115 | $ | 102 | $ | 43 | $ | 43 | $ | 499 | $ | 453 | ||||||||||||||
| 2021 | 238 | 181 | 86 | 77 | 213 | 187 | 324 | 283 | 8 | 8 | 869 | 736 | ||||||||||||||||||||||||||
| 2020 | 74 | 66 | 31 | 27 | 74 | 59 | 155 | 125 | — | — | 334 | 277 | ||||||||||||||||||||||||||
| 2019 | 169 | 149 | 38 | 36 | 130 | 115 | 297 | 241 | 8 | 6 | 642 | 547 | ||||||||||||||||||||||||||
| 2018 | 110 | 95 | 20 | 18 | 96 | 86 | 40 | 33 | 19 | 15 | 285 | 247 | ||||||||||||||||||||||||||
| Prior | 835 | 724 | 228 | 214 | 345 | 314 | 320 | 274 | 109 | 97 | 1,837 | 1,623 | ||||||||||||||||||||||||||
Total | $ | 1,531 | $ | 1,304 | $ | 461 | $ | 425 | $ | 1,036 | $ | 927 | $ | 1,251 | $ | 1,058 | $ | 187 | $ | 169 | $ | 4,466 | $ | 3,883 | ||||||||||||||
As of September 30, 2023, 83.3% and 14.0% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2022, 83.7% and 13.6% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.
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Other Asset-backed Securities
The following tables present our other asset-backed securities as of the dates indicated:
| September 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| ($ 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 | $ | 131 | $ | 130 | $ | 478 | $ | 475 | $ | 1,164 | $ | 1,152 | $ | 120 | $ | 116 | $ | 59 | $ | 41 | $ | 1,952 | $ | 1,914 | ||||||||||||||
| Auto-Loans | 1 | 1 | — | — | — | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||
| Student Loans | 5 | 4 | 74 | 65 | — | — | — | — | — | — | 79 | 69 | ||||||||||||||||||||||||||
| Credit Card loans | — | — | — | — | 3 | 2 | — | — | — | — | 3 | 2 | ||||||||||||||||||||||||||
| Other Loans | 50 | 40 | 2 | 2 | 155 | 136 | 179 | 159 | 6 | 6 | 392 | 343 | ||||||||||||||||||||||||||
Total(1) | $ | 187 | $ | 175 | $ | 554 | $ | 542 | $ | 1,322 | $ | 1,290 | $ | 299 | $ | 275 | $ | 65 | $ | 47 | $ | 2,427 | $ | 2,329 | ||||||||||||||
(1) Excludes subprime other asset backed securities. | ||||||||||||||||||||||||||||||||||||||
| December 31, 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 | $ | 135 | $ | 131 | $ | 375 | $ | 359 | $ | 1,064 | $ | 1,001 | $ | 121 | $ | 112 | $ | 60 | $ | 42 | $ | 1,755 | $ | 1,645 | ||||||||||||||
| Auto-Loans | 1 | 1 | 8 | 7 | — | — | — | — | — | — | 9 | 8 | ||||||||||||||||||||||||||
| Student Loans | 12 | 12 | 86 | 77 | — | — | 1 | — | — | — | 99 | 89 | ||||||||||||||||||||||||||
| Credit Card loans | — | — | — | — | 3 | 2 | — | — | — | — | 3 | 2 | ||||||||||||||||||||||||||
| Other Loans | 52 | 43 | 3 | 3 | 129 | 114 | 240 | 215 | — | — | 424 | 375 | ||||||||||||||||||||||||||
Total(1) | $ | 200 | $ | 187 | $ | 472 | $ | 446 | $ | 1,196 | $ | 1,117 | $ | 362 | $ | 327 | $ | 60 | $ | 42 | $ | 2,290 | $ | 2,119 | ||||||||||||||
(1) Excludes subprime other asset backed securities. | ||||||||||||||||||||||||||||||||||||||
As of September 30, 2023, 86.4% and 11.8% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2022, 82.9% and 15.4% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.
Mortgage Loans on Real Estate
As of September 30, 2023, our mortgage loans on real estate portfolio had a weighted average DSC of 1.93 times and a weighted average LTV ratio of 45.2%. As of December 31, 2022, our mortgage loans on real estate portfolio had a weighted average DSC of 1.91 times, and a weighted average LTV ratio of 45.4%. 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.
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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, 2023, our total European exposure had an amortized cost and fair value of $2,913 million and $2,588 million, respectively. Some of the major country level exposures were in the United Kingdom of $1,168 million, in France of $229 million, in The Netherlands of $225 million, in Switzerland of $101 million, in Germany of $212 million, in Ireland of $151 million, and in Belgium of $55 million. Our direct exposure in Eastern Europe is comparatively small, with $4 million of exposure in Russia and none in Ukraine or Belarus.
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
113 | ||||||||
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. As of September 30, 2023, 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, and the 3.976% senior notes due 2025 with an aggregate principal amount of $1.5 billion (collectively, the "Senior Notes") and (ii) the 4.7% fixed-to-floating junior subordinated notes due 2048, with principal amount of $336 million. As of December 31, 2022 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 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 $724 million.(collectively, the "Junior Subordinated Notes" and, together with the Senior Notes, the "Registered Notes").
Voya Holdings, Inc. (the "Subsidiary Guarantor"), a wholly owned subsidiary of the Parent Issuer, has guaranteed each of the Registered Notes on a full and unconditional basis. No other subsidiary of the Parent Issuer has guaranteed any of the Registered Notes. The Parent Issuer and the Subsidiary Guarantor are hereby referred to below as the "Obligor Group."
The full and unconditional guarantees require the Subsidiary Guarantor to satisfy the obligations of the guaranteed security immediately, if and when the Parent Issuer has failed to make a scheduled payment thereunder. If the Subsidiary Guarantor does not make such payment, any holder of the guaranteed security may immediately bring suit directly against the Subsidiary Guarantor for payment of amounts due and payable.
Set forth below is summarized financial information of the Obligor Group, as presented on a combined basis. Inter-combination transactions and balances within the Obligor Group have been eliminated. In addition, financial information of any non-issuer or non-guarantor subsidiaries, which would normally be consolidated by either the Parent Issuer or the Subsidiary Guarantor under U.S. generally accepted accounting principles, has been excluded from such presentation.
Refer to the Summarized Financial Information of the Obligor Group for the periods indicated:
| As of and for the | |||||||||||
($ in millions) | Nine Months Ended September 30, 2023 | Year Ended December 31, 2022 | |||||||||
| Summarized Statements of Operations Information: | |||||||||||
| Total revenues | $ | 107 | $ | (21) | |||||||
| Total benefits and expenses | 154 | 205 | |||||||||
| Income (loss), net of tax | (13) | 346 | |||||||||
| Net income (loss) before equity in earnings (losses) of unconsolidated affiliates | (13) | 346 | |||||||||
| Net income (loss) available to Obligor Group | (13) | 346 | |||||||||
| Summarized Balance Sheets Information: | |||||||||||
| Total investments | 19 | 29 | |||||||||
| Cash and cash equivalents | 228 | 210 | |||||||||
| Deferred income tax assets | 891 | 910 | |||||||||
| Goodwill | 94 | 94 | |||||||||
| Loans to non-obligated subsidiaries | 278 | 89 | |||||||||
| Due from non-obligated subsidiaries | 15 | 15 | |||||||||
| Total assets | 1,533 | 1,359 | |||||||||
| Short-term debt with non-obligated subsidiaries | 305 | 262 | |||||||||
| Long-term debt | 2,095 | 2,094 | |||||||||
| Total liabilities | $ | 2,603 | $ | 2,554 | |||||||
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Legislative and Regulatory Developments
In August 2023, the SEC adopted the new “Private Fund Adviser” rule under the Investment Advisers Act, which imposes new disclosure and transparency obligations on advisers to private funds and prohibits advisers from granting preferential treatment to investors in private funds. A lawsuit was filed in September 2023 in the federal court of appeals challenging the validity and enforceability of the rule, which may impact or delay the implementation of the rule.
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 near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These tests do not measure the 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, 2023:
| As of September 30, 2023 | |||||||||||||||||||||||
Hypothetical Change in Fair Value(2) | |||||||||||||||||||||||
| ($ in millions) | Notional | Fair Value(1) | + 100 Basis Points Yield Curve Shift | - 100 Basis Points Yield Curve Shift | |||||||||||||||||||
| Financial assets with interest rate risk: | |||||||||||||||||||||||
| Fixed maturity securities, including securities pledged | $ | — | $ | 27,620 | $ | (1,659) | $ | 1,883 | |||||||||||||||
| Mortgage loans on real estate | — | 4,938 | (155) | 166 | |||||||||||||||||||
| Financial liabilities with interest rate risk: | |||||||||||||||||||||||
| Investment contracts: | |||||||||||||||||||||||
Funding agreements without fixed maturities and deferred annuities(3) | — | 33,433 | (1,574) | 2,646 | |||||||||||||||||||
| Funding agreements with fixed maturities | — | 1,180 | (29) | 31 | |||||||||||||||||||
| Supplementary contracts and immediate annuities | — | 423 | (40) | 6 | |||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||
| Interest rate contracts | 18,018 | 55 | 252 | (252) | |||||||||||||||||||
| Long-term debt | — | 1,881 | (97) | 110 | |||||||||||||||||||
| Stabilizer and MCGs | — | 27 | 34 | (6) | |||||||||||||||||||
| Embedded derivatives on reinsurance | — | (60) | 30 | (35) | |||||||||||||||||||
(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 Stabilizer and MCGs section of the table above.
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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, 2023. 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 or changes in any other assumptions such as market volatility or mortality, utilization or persistency rates in insurance contracts. 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.
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, 2023:
| As of September 30, 2023 | |||||||||||||||||||||||
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 | $ | — | $ | 301 | $ | 30 | $ | (30) | |||||||||||||||
| Limited liability partnerships/corporations | — | 1,792 | 108 | (108) | |||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||
| Equity futures and total return swaps | 204 | (7) | 15 | (15) | |||||||||||||||||||
| Equity options | 37 | 1 | — | — | |||||||||||||||||||
| Financial liabilities with equity market risk: | |||||||||||||||||||||||
| Stabilizer and MCGs | — | 27 | — | — | |||||||||||||||||||
(1) (Decreases) in assets or (decreases) in liabilities are presented in parentheses. Increases in assets or increases in liabilities are presented without parentheses.
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, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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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 1A. of our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Annual Report on Form 10-K") (File No. 001-35897) and Trends and Uncertainties 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 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, 2023:
| 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(2) | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||
July 1, 2023 - July 31, 2023 | 33,505 | $ | 72.38 | — | $ | 609 | ||||||||||||||||||||
August 1, 2023 - August 31, 2023 | 112,864 | 71.39 | 80,962 | 603 | ||||||||||||||||||||||
September 1, 2023 - September 30, 2023 | 714,064 | 68.34 | 703,000 | 555 | ||||||||||||||||||||||
| Total | 860,433 | $ | 68.90 | 783,962 | 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, 2023, there was an increase of 76,471 Treasury shares in connection with such withholding activities.
(2) On July 27, 2023, the Board of Directors provided an additional share repurchase authorization of $500 million, increasing the aggregate amount of the Company's common stock authorized for repurchase to $609 million This share repurchase authorization expires on September 30, 2024 (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 5. Other Information
During the three months ended September 30, 2023, none of the Company's directors and officers (as defined in Rule 16a-1(f)) adopted or terminated any trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Item 6. Exhibits
See Exhibit Index on the following page.
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Voya Financial, Inc.
| Exhibit Index | ||||||||
| Exhibit No. | Description of Exhibit | |||||||
| 31.1+ | ||||||||
| 31.2+ | ||||||||
| 32.1+ | ||||||||
| 32.2+ | ||||||||
| 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.
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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 2, 2023 | Voya Financial, Inc. | |||||||||||||
| (Date) | (Registrant) | |||||||||||||
| By: | /s/ | Donald C. Templin | ||||||||||||
| Donald C. Templin | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Duly Authorized Officer and Principal Financial Officer) | ||||||||||||||
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