Voya Financial, Inc.VOYA
Voya Financial, Inc. Debt Disclosure
Financing Agreements
Short-term Debt
As of December 31, 2025 and 2024, the Company had $586 and $399, respectively, of short-term borrowings outstanding consisting entirely of the current portion of long-term debt.
Long-term Debt
The following table summarizes the carrying value of the Company’s debt issued or borrowed and outstanding as of December 31, 2025 and 2024:
| Issuer | Maturity | 2025 | 2024 | ||||||||||||||||||||
3.976% Senior Notes, due 2025(2)(3) | Voya Financial, Inc. | 02/15/2025 | $ | — | $ | 399 | |||||||||||||||||
3.65% Senior Notes, due 2026(2)(3) | Voya Financial, Inc. | 06/15/2026 | 447 | 446 | |||||||||||||||||||
5.0% Senior Notes, due 2034(2)(3) | Voya Financial, Inc. | 09/20/2034 | 396 | 395 | |||||||||||||||||||
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(2)(3)(4) | Voya Financial, Inc. | 01/23/2048 | 336 | 336 | |||||||||||||||||||
7.625% 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 | 1 | 2 | |||||||||||||||||||
| Subtotal | 2,104 | 2,502 | |||||||||||||||||||||
| Less: Current portion of long-term debt | 586 | 399 | |||||||||||||||||||||
| Total | $ | 1,518 | $ | 2,103 | |||||||||||||||||||
(1) Guaranteed by ING Group.
(2) Interest is paid semi-annually in arrears.
(3) Guaranteed by Voya Holdings.
(4) See Junior Subordinated Notes below.
Unsecured senior debt, which consists of senior fixed rate notes and guarantees of fixed rate notes, ranks highest in priority, followed by subordinated debt, which consists of junior subordinated debt securities.
The aggregate amounts of future principal payments of long-term debt issued by the Company at December 31, 2025 for the next five years and thereafter are $587 in 2026, $13 in 2027, $0 in 2028, $0 in 2029, $0 in 2030 and $1,519 thereafter.
The aggregate amounts of future principal payments of long-term debt issued by Voya Financial, Inc. at December 31, 2025 for the next five years and thereafter are $447 in 2026, $0 in 2027, $0 in 2028, $0 in 2029, $0 in 2030 and $1,440 thereafter.
As of December 31, 2025, the Company was in compliance with its debt covenants.
Loss on Debt Extinguishment
The Company did not incur a loss on debt extinguishment for the years ended December 31, 2025 and 2024. The Company incurred a loss on debt extinguishment of $5 for the year ended December 31, 2023, which was recorded in Interest expense in the Consolidated Statements of Operations. See Junior Subordinated Notes below for additional detail on debt extinguishment.
Senior Notes
On September 20, 2024, Voya Financial, Inc. issued $400 of unsecured 5.0% Senior Notes, due 2034 (the "2034 Notes"). The 2034 Notes are fully, irrevocably, and unconditionally guaranteed by Voya Holdings Inc. Interest is paid semi-annually in arrears on March 20 and September 20 of each year, commencing on March 20, 2025. The offering resulted in aggregate net proceeds to the Company of $397, after deducting commissions and expenses. The Company used the net proceeds for the repayment at maturity of the $400 outstanding principal amount of its 3.976% Senior Notes on February 14, 2025.
Junior Subordinated Notes
Outstanding junior subordinated notes were as follows as of December 31, 2025:
| Issuer | Issue Date | Interest Rate(1) | Scheduled Redemption Date | Interest Rate Subsequent to Scheduled Redemption Date(2) | Final Maturity Date | Face Value | ||||||||||||||||||||||||||||||||||||||
| Voya Financial, Inc. | 01/23/2018 | 4.70% | 01/23/2028 | LIBOR | + | 2.084% | 01/23/2048 | (3) | $ | 340 | ||||||||||||||||||||||||||||||||||
(1) Prior to the scheduled redemption date, interest is paid semi-annually, in arrears.
(2) In the event the securities are not redeemed on or before the scheduled redemption date, interest will accrue after such date at an annual rate of three month LIBOR plus the indicated margin, payable quarterly in arrears. In the event that LIBOR is unavailable, the calculation agent will determine a fallback rate at the time the calculations need to be performed.
(3) The 4.70% Fixed-to-Floating Rate Junior Subordinated Notes due 2048 (the "2048 Notes") are guaranteed on an unsecured, junior subordinated basis by Voya Holdings.
The Company has the right to defer interest payments on the Junior Subordinated Notes for one or more consecutive interest periods for up to five years, without resulting in a default, during which time interest will be compounded. On or after the optional redemption dates, Voya Financial, Inc. may redeem the Junior Subordinated Notes in whole or in part for the principal amount being redeemed plus accrued and unpaid interest. Prior to the optional redemption dates, the Company may elect to redeem the Junior Subordinated Notes for the principal amount being redeemed upon the occurrence of certain events as defined in the indentures governing the Junior Subordinated Notes, plus accrued and unpaid interest.
At any time following notice of the Company's plan to defer interest and during the period interest is deferred, the Company and its subsidiaries generally, with certain exceptions, may not make payments on or redeem or purchase any shares of the Company's common or preferred stock or any of the debt securities or guarantees that rank in liquidation on a parity with or are junior to the Junior Subordinated Notes.
Aetna Notes
ING Group guarantees the 7.625% Voya Holdings Inc. debentures, due 2026 and the 6.97% Voya Holdings Inc. debentures, due 2036 (collectively, the "Aetna Notes"), which were assumed by Voya Holdings in connection with the Company’s acquisition of Aetna’s life insurance and related businesses in 2000. Concurrent with the completion of the Company’s IPO, the Company entered into a shareholder agreement with ING Group that governs certain aspects of the Company’s continuing relationship. Pursuant to that agreement, the Company was obligated to reduce the aggregate outstanding principal amount of Aetna Notes to no more than zero as of December 31, 2019 or otherwise to make provision for ING Group's guarantee of any outstanding Aetna Notes in excess of such amounts.
The Company's obligation to ING Group with respect to the Aetna Notes can be met, at the Company’s option, through redemptions, repurchases or by posting collateral with a third-party collateral agent, for the benefit of ING Group.
If the Company fails to meet these obligations to ING Group, the Company has agreed to pay a prescribed quarterly fee of 1.25% per quarter to ING Group based on the outstanding principal amount of Aetna Notes for which provision has not been made, in excess of the limits set forth above.
As of December 31, 2025 and 2024, the outstanding principal amount of the Aetna Notes was $218. As of December 31, 2025 and 2024, the amount of collateral required to avoid the payment of a fee to ING Group was $218. As of December 31, 2025 the collateral balance was $229 comprised of a deposit of $229 to a control account with a third-party collateral agent. As of December 31, 2024 the collateral balance was $227, comprised of a deposit of $215 to a control account with a third-party collateral agent and $12 of letter of credit.
Pre-capitalized Trust Securities
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 provided 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 were held by the trust.
During 2023, 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. The put option agreement expired on the remaining $100 principal amount on February 15, 2025.
On May 21, 2025, the Company entered into a 10-year Facility Agreement with a Delaware trust (the "Trust") following the completion of a private placement of Trust securities for $600 of P-Caps, conducted pursuant to Rule 144A under the Securities Act. The Trust invested the proceeds from this offering in a portfolio of U.S. Treasury principal and interest strips ("Treasury securities").
Under the Facility Agreement, the Company has the right, on one or more occasions, to issue and sell up to $600 of its 6.012% Senior Notes to the Trust in exchange for a corresponding amount of Treasury securities held by the Trust. In consideration for this right, the Company pays the Trust a semi-annual facility fee at a rate of 1.518% per annum on the unexercised portion of the facility. These fees are recorded in Operating expenses in the Consolidated Statements of Operations. The Company also reimburses the Trust for its administrative expenses.
The Company may redeem the notes before maturity at par or, if higher, at a make-whole redemption price, plus accrued and unpaid interest. The P-Caps will be redeemed by the Trust on May 15, 2035, or earlier upon redemption of the 6.012% Senior Notes.
As of December 31, 2025, the Company may issue up to $600 principal amount of its 6.012% Senior Notes to the Trust under the Facility Agreement.
Credit Facilities
The Company uses credit facilities as part of its capital management practices. Total fees associated with credit facilities for the years ended 2025, 2024 and 2023 were $1.
As of December 31, 2025, 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 December 31, 2025, 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.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.