Voya Financial, Inc.VOYA
Voya Financial, Inc. Commitments Disclosure
Commitments and Contingencies
Leases
The Company leases its office space and certain equipment under operating leases, the longest term of which expires in 2039. The Company also currently has finance leases related to office space and service contracts. Right-of-use assets and lease liabilities are reflected in Other assets and Other liabilities, respectively on the Consolidated Balance Sheets.
During the years ended December 31, 2025 and 2024, there were no material impairments on the Company's right-of-use assets associated with leased office space. During the year ended December 31, 2023, the Company recorded an impairment of $14 on its right-of-use assets associated with leased office space, which is included in Operating expenses in the Consolidated Statements of Operations.
The following table presents the lease costs and payments related to operating and finance leases for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||||
| Operating lease costs | $ | 23 | $ | 26 | $ | 22 | ||||||||
| Finance lease costs | 9 | 11 | 9 | |||||||||||
Amortization of the right-of-use assets(1) | 6 | 7 | 5 | |||||||||||
| Payments for finance lease liabilities | 8 | 10 | 20 | |||||||||||
| Payments for operating lease liabilities | 22 | 28 | 26 | |||||||||||
(1)Included in the finance lease costs.
The future net minimum payments under non-cancelable leases are as follows as of December 31, 2025:
| Operating Leases | Finance Leases | ||||||||||
| 2026 | $ | 23 | $ | 12 | |||||||
| 2027 | 23 | 12 | |||||||||
| 2028 | 19 | 13 | |||||||||
| 2029 | 14 | 13 | |||||||||
| 2030 | 12 | 13 | |||||||||
| Thereafter | 60 | 14 | |||||||||
| Total undiscounted lease payments | 151 | 77 | |||||||||
| Less: Imputed interest | 31 | 11 | |||||||||
| $ | 120 | $ | 66 | ||||||||
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 December 31, 2025, the Company had off-balance sheet commitments to acquire mortgage loans of $138, and purchase limited partnerships and private placement investments of $2,501, of which $399 related to consolidated investment entities.
Insurance Company Guaranty Fund Assessments
The Company accrues the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations and the amount of premiums written in each state. The Company has estimated this undiscounted liability, which is included in Other liabilities on the Consolidated Balance Sheets, to be $2 and $3 as of December 31, 2025 and 2024, respectively. The Company has also recorded an asset, which is included in Other assets on the Consolidated Balance Sheets, of $22 and $21 as of December 31, 2025 and 2024, respectively, for future credits to premium taxes. The Company estimates its liabilities for future assessments under state insurance guaranty association laws. The Company believes the reserves established are adequate for future assessments relating to insurance companies that are currently subject to insolvency proceedings.
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 fair value of restricted assets were as follows as of December 31, 2025 and 2024:
| 2025 | 2024 | ||||||||||
Fixed maturity collateral pledged to FHLB(1) | $ | 2,467 | $ | 2,007 | |||||||
FHLB restricted stock(2) | 83 | 65 | |||||||||
| Fixed maturities-state and other deposits | 34 | 35 | |||||||||
| Cash and cash equivalents | 25 | 21 | |||||||||
Securities pledged(3) | 1,261 | 1,523 | |||||||||
| Total restricted assets | $ | 3,870 | $ | 3,651 | |||||||
(1) Included in Fixed maturities, available-for-sale, at fair value on the Consolidated Balance Sheets.
(2) Included in Other investments on the Consolidated Balance Sheets.
(3) Includes the fair value of loaned securities of $731 and $1,083 as of December 31, 2025 and 2024, respectively. In addition, as of December 31, 2025 and 2024, the Company delivered securities as collateral of $204 and $159, and repurchase agreements of $326 and $281, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the 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 December 31, 2025 and 2024, the Company had $1,700 and $1,249, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Consolidated Balance Sheets. Assets pledged to the FHLB are reflected in the table above.
Funding Agreement-Backed Notes Program
The Company participates in a Funding Agreement-Backed Notes ("FABN") program, pursuant to which the Company may issue funding agreements to a Delaware special purpose statutory trust (the "Trust") in exchange for proceeds from the Trust’s medium-term note issuances. As of December 31, 2025, the Company had $400 in funding agreements outstanding under the program, which are included in Contract owner account balances on the Consolidated Balance Sheets.
Litigation, Regulatory Matters and Contingencies
Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters, arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim.
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.
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 December 31, 2025, 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.
Litigation includes Ravarino, et al. v. Voya Financial, Inc., et al. (USDC District of Connecticut, No. 3:21-cv-01658)(filed December 14, 2021). In this putative class action, the plaintiffs allege that the named defendants breached their fiduciary duties of prudence and loyalty in the administration of the Voya 401(k) Savings Plan. The plaintiffs claim that the named defendants did not exercise proper prudence in their management of allegedly poorly performing investment options, including proprietary funds, and passed excessive investment-management and other administrative fees for proprietary and non-proprietary funds onto plan participants. The plaintiffs also allege that the defendants engaged in self-dealing through the inclusion of the Voya Stable Value Option into the plan offerings and by setting the "crediting rate" for participants’ investment in the Stable Value Fund artificially low in relation to Voya’s general account investment returns in order to maximize the spread and Voya’s profits at the participants’ expense. The complaint seeks disgorgement of unjust profits as well as costs incurred. On June 13, 2023, the Court issued a ruling granting in part and denying in part Voya's motion to dismiss. On December 10, 2025, the plaintiffs filed an amended complaint. The Company continues to deny the allegations, which it believes are without merit, and intends to defend the case vigorously.
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 December 31, 2025, approximately $98 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.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 25, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.