Voya Financial, Inc. - Quarter Report: 2021 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, 2021


☐			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 November 1, 2021, 110,994,690 shares of Common Stock, 0.01 par value, were outstanding.


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Voya Financial, Inc.

Form 10-Q for the period ended September 30, 2021

INDEX


		PAGE
PART I.	FINANCIAL INFORMATION (UNAUDITED)

Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Changes in Shareholders' Equity	8
	Condensed Consolidated Statements of Cash Flows	12
	Notes to Condensed Consolidated Financial Statements:	13
	1. Business, Basis of Presentation and Significant Accounting Policies	13
	2. Discontinued Operations	15
	3. Investments (excluding Consolidated Investment Entities)	21
	4. Derivative Financial Instruments	35
	5. Fair Value Measurements (excluding Consolidated Investment Entities)	41
	6. Deferred Policy Acquisition Costs and Value of Business Acquired	52
	7. Share-based Incentive Compensation Plans	52
	8. Shareholders' Equity	53
	9. Earnings per Common Share	56
	10. Accumulated Other Comprehensive Income (Loss)	57
	11. Income Taxes	61
	12. Financing Agreements	61
	13. Commitments and Contingencies	62
	14. Consolidated and Nonconsolidated Investment Entities	64
	15. Restructuring	69
	16. Segments	70




Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	75

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	115

Item 4.	Controls and Procedures	117

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	117

Item 1A.	Risk Factors	117

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	118



Item 6.	Exhibits	118

Exhibit Index		119

Signature		120


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Table of Contents

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

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) general economic conditions, particularly economic conditions in our core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) mortality and morbidity levels, (v) persistency and lapse levels, (vi) interest rates, (vii) currency exchange rates, (viii) general competitive factors, (ix) changes in laws and regulations, (x) changes in the policies of governments and/or regulatory authorities, and (xi) our ability to successfully manage the separation of the Individual Life business that we sold to Resolution Life US on January 4, 2021, including the transition services on the expected timeline and economic terms. 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, 2020 (File No. 001-35897) (the "Annual Report on Form 10-K").

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.


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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2021 (Unaudited) and December 31, 2020

(In millions, except share and per share data)


	September 30, 2021		December 31, 2020

Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $30,966 as of 2021 and $37,531 as of 2020; allowance for credit losses of $33 as of 2021 and $26 as of 2020)	$	34,320	$	43,569
Fixed maturities, at fair value using the fair value option	2,528		3,011
Fixed maturities, trading, at fair value	5		—
Equity securities, at fair value (cost of $288 as of 2021 and $197 as of 2020)	288		242
Short-term investments	102		111
Mortgage loans on real estate	5,598		6,830
Less: Allowance for credit losses	19		89
Mortgage loans on real estate, net	5,579		6,741
Policy loans	402		718
Limited partnerships/corporations	1,671		1,476
Derivatives	139		215
Other investments	75		319
Securities pledged (amortized cost of $1,171 as of 2021 and $355 as of 2020)	1,320		449
Total investments	46,429		56,851
Cash and cash equivalents	1,677		1,502
Short-term investments under securities loan agreements, including collateral delivered	1,196		399
Accrued investment income	456		507
Premium receivable and reinsurance recoverable	13,608		3,575
Less: Allowance for credit losses on reinsurance recoverable	28		18
Premium receivable and reinsurance recoverable, net	13,580		3,557
Deferred policy acquisition costs and Value of business acquired	1,337		1,510

Current income taxes	5		—
Deferred income taxes	691		1,186

Other assets	2,626		983
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	2,505		1,724
Cash and cash equivalents	141		221
Corporate loans, at fair value using the fair value option	917		805
Other assets	63		18
Assets held in separate accounts	96,794		90,552
Assets held for sale	—		20,703
Total assets	$	168,417	$	180,518


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

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Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2021 (Unaudited) and December 31, 2020

(In millions, except share and per share data)


	September 30, 2021		December 31, 2020

Liabilities and Shareholders' Equity:
Future policy benefits	$	10,139	$	10,211
Contract owner account balances	42,804		42,414
Payables under securities loan and repurchase agreements, including collateral held	1,201		353
Short-term debt	1		1
Long-term debt	2,970		3,044

Derivatives	271		387
Pension and other postretirement provisions	274		361
Current income taxes	—		2

Other liabilities	2,262		1,933
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	749		783
Other liabilities	957		684
Liabilities related to separate accounts	96,794		90,552
Liabilities held for sale	—		18,615
Total liabilities	158,422		169,340

Commitments and Contingencies (Note 13)

Shareholders' equity:
Preferred stock ($0.01 par value per share; $625 aggregate liquidation preference as of 2021 and 2020 respectively)	—		—
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 145,616,367 and 143,342,468 shares issued as of 2021 and 2020, respectively; 112,424,846 and 124,237,363 shares outstanding as of 2021 and 2020, respectively)	2		2
Treasury stock (at cost; 33,191,521 and 19,105,105 shares as of 2021 and 2020, respectively)	(1,906)		(1,016)
Additional paid-in capital	11,215		11,183
Accumulated other comprehensive income (loss)	2,316		4,898
Retained earnings (deficit):

Unappropriated	(3,238)		(4,957)
Total Voya Financial, Inc. shareholders' equity	8,389		10,110
Noncontrolling interest	1,606		1,068
Total shareholders' equity	9,995		11,178
Total liabilities and shareholders' equity	$	168,417	$	180,518


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)

(In millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Revenues:
Net investment income	$	731	$	800	$	2,101	$	2,084
Fee income	487		507		1,381		1,476
Premiums	573		604		(3,898)		1,819
Net realized capital gains (losses):
Total impairments	—		(10)		—		(80)


Other net realized capital gains (losses)	(103)		(60)		1,602		(224)
Total net realized capital gains (losses)	(103)		(70)		1,602		(304)
Other revenue	46		90		530		263
Income (loss) related to consolidated investment entities:
Net investment income	275		140		839		87

Total revenues	2,009		2,071		2,555		5,425
Benefits and expenses:
Policyholder benefits	466		1,020		(3,511)		2,327
Interest credited to contract owner account balances	248		279		721		851
Operating expenses	642		630		1,950		1,913
Net amortization of Deferred policy acquisition costs and Value of business acquired	190		241		755		336
Interest expense	39		40		127		120
Operating expenses related to consolidated investment entities:
Interest expense	11		5		28		18
Other expense	2		1		8		3
Total benefits and expenses	1,598		2,216		78		5,568
Income (loss) from continuing operations before income taxes	411		(145)		2,477		(143)
Income tax expense (benefit)	40		(72)		104		(72)
Income (loss) from continuing operations	371		(73)		2,373		(71)
Income (loss) from discontinued operations, net of tax	(1)		(140)		7		(363)
Net income (loss)	370		(213)		2,380		(434)
Less: Net income (loss) attributable to noncontrolling interest	214		106		661		33
Net income (loss) available to Voya Financial, Inc.	156		(319)		1,719		(467)
Less: Preferred stock dividends	14		14		32		32
Net income (loss) available to Voya Financial, Inc.'s common shareholders	142		(333)		1,687		(499)

Net income (loss) per common share:
Basic
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	1.25	$	(1.53)	$	14.13	$	(1.07)
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	1.24	$	(2.64)	$	14.19	$	(3.90)

Diluted
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	1.16	$	(1.53)	$	13.14	$	(1.07)
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	1.15	$	(2.64)	$	13.19	$	(3.90)


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2021 and 2020 (Unaudited)

(In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Net income (loss)	$	370	$	(213)	$	2,380	$	(434)
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	(145)		461		(2,974)		1,359

Pension and other postretirement benefits liability	—		—		(1)		(2)
Other comprehensive income (loss), before tax	(145)		461		(2,975)		1,357
Income tax expense (benefit) related to items of other comprehensive income (loss)	(30)		97		(393)		285
Other comprehensive income (loss), after tax	(115)		364		(2,582)		1,072
Comprehensive income (loss)	255		151		(202)		638
Less: Comprehensive income (loss) attributable to noncontrolling interest	214		106		661		33
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	41	$	45	$	(863)	$	605


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

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

(In millions)


	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity
											Unappropriated
Balance as of July 1, 2021	$	—	$	2	$	(1,820)	$	11,143	$	2,431	$	(3,394)	$	8,362	$	1,413	$	9,775









Comprehensive income (loss):
Net income (loss)	—		—		—		—		—		156		156		214		370

Other comprehensive income (loss), after tax	—		—		—		—		(115)		—		(115)		—		(115)
Total comprehensive income (loss)													41		214		255




Common stock issuance	—		—		—		2		—		—		2		—		2
Common stock acquired - Share repurchase	—		—		(80)		80		—		—		—		—		—
Dividends on preferred stock	—		—		—		(14)		—		—		(14)		—		(14)
Dividends on common stock	—		—		—		(19)		—		—		(19)		—		(19)
Share-based compensation	—		—		(6)		23		—		—		17		—		17
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—		—		—		—		(21)		(21)
Balance as of September 30, 2021	$	—	$	2	$	(1,906)	11,215		$	2,316	$	(3,238)	$	8,389	$	1,606	$	9,995


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

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

(In millions)


	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity
											Unappropriated
Balance as of January 1, 2021	$	—	$	2	$	(1,016)	$	11,183	$	4,898	$	(4,957)	$	10,110	$	1,068	$	11,178







Comprehensive income (loss):
Net income (loss)	—		—		—		—		—		1,719		1,719		661		2,380
Reversal of other comprehensive income (loss) due to Individual Life Transaction	—		—		—		—		(913)		—		(913)		—		(913)
Other comprehensive income (loss), after tax	—		—		—		—		(1,669)		—		(1,669)		—		(1,669)
Total comprehensive income (loss)													(863)		661		(202)


Net consolidations (deconsolidations) of consolidated investment entities	—		—		—		—		—		—		—		8		8

Common stock issuance	—		—		—		4		—		—		4		—		4
Common stock acquired - Share repurchase	—		—		(833)		30		—		—		(803)		—		(803)
Dividends on preferred stock	—		—		—		(32)		—		—		(32)		—		(32)
Dividends on common stock	—		—		—		(59)		—		—		(59)		—		(59)
Share-based compensation	—		—		(57)		89		—		—		32		—		32
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—		—		—		—		(131)		(131)
Balance as of September 30, 2021	$	—	$	2	$	(1,906)	$	11,215	$	2,316	$	(3,238)	$	8,389	$	1,606	$	9,995


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30, 2020 (Unaudited)

(In millions)


	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity
											Unappropriated
Balance as of July 1, 2020	$	—	$	2	$	(887)	$	11,227	$	4,039	$	(4,899)	$	9,482	$	741	$	10,223







Comprehensive income (loss):
Net income (loss)	—		—		—		—		—		(319)		(319)		106		(213)

Other comprehensive income (loss), after tax	—		—		—		—		364		—		364		—		364
Total comprehensive income (loss)													45		106		151




Common stock issuance	—		—		—		2		—		—		2		—		2

Dividends on preferred stock	—		—		—		(14)		—		—		(14)		—		(14)
Dividends on common stock	—		—		—		(19)		—		—		(19)		—		(19)
Share-based compensation	—		—		(2)		17		—		—		15		—		15
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—		—		—		—		141		141
Balance as of September 30, 2020	$	—	$	2	$	(889)	$	11,213	$	4,403	$	(5,218)	$	9,511	$	988	$	10,499


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Nine Months Ended September 30, 2020 (Unaudited)

(In millions)



	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)		Total Voya Financial, Inc. Shareholders' Equity		Noncontrolling Interest		Total Shareholders' Equity
											Unappropriated
Balance as of January 1, 2020	$	—	$	2	$	(460)	$	11,184	$	3,331		$	(4,718)	$	9,339	$	822	$	10,161




Adjustment for adoption of ASU 2016-13												(33)		(33)				(33)


Comprehensive income (loss):
Net income (loss)	—		—		—		—		—			(467)		(467)		33		(434)

Other comprehensive income (loss), after tax	—		—		—		—		1,072			—		1,072		—		1,072
Total comprehensive income (loss)														605		33		638


Net consolidations (deconsolidations) of consolidated investment entities	—		—		—		—		—			—		—		(103)		(103)

Common stock issuance	—		—		—		4		—			—		4		—		4
Common stock acquired - Share repurchase	—		—		(406)		40		—			—		(366)		—		(366)
Dividends on preferred stock	—		—		—		(32)		—			—		(32)		—		(32)
Dividends on common stock	—		—		—		(58)		—			—		(58)		—		(58)
Share-based compensation	—		—		(23)		75		—			—		52		—		52
Contributions from (Distributions to) noncontrolling interest, net	—		—		—		—		—			—		—		236		236
Balance as of September 30, 2020	$	—	$	2	$	(889)	$	11,213	$	4,403		$	(5,218)	$	9,511	$	988	$	10,499


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

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Voya Financial, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2021 and 2020 (Unaudited)

(In millions)


	Nine Months Ended September 30,
	2021		2020

Cash Flows from Operating Activities:






















Net cash provided by operating activities - continuing operations	$	182	$	1,042
Net cash (used in) operating activities - discontinued operations	(250)		(254)
Net cash (used in) provided by operating activities	(68)		788
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	4,207		3,948
Fixed maturities, trading	40		—
Equity securities	266		22
Mortgage loans on real estate	561		414
Limited partnerships/corporations	649		229
Acquisition of:
Fixed maturities	(5,451)		(4,952)
Fixed maturities, trading	(45)		—
Equity securities	(278)		(154)
Mortgage loans on real estate	(526)		(355)
Limited partnerships/corporations	(314)		(275)
Short-term investments, net	168		(2)

Derivatives, net	44		98

Sales from consolidated investment entities	774		300
Purchases within consolidated investment entities	(1,320)		(689)
Proceeds from sale of business	274		—
Collateral (delivered) received, net	51		(67)

Receipts on deposit asset contracts	51		—
Other, net	406		22
Net cash provided by (used in) investing activities - discontinued operations	694		(364)
Net cash provided by (used in) investing activities	251		(1,825)
Cash Flows from Financing Activities:
Deposits received for investment contracts	4,313		4,561
Maturities and withdrawals from investment contracts	(4,376)		(3,953)

Settlements on deposit liability contracts	(5)		(5)

Repayment of debt with maturities of more than three months	(85)		—


Borrowings of consolidated investment entities	893		365
Repayments of borrowings of consolidated investment entities	(624)		(613)
Contributions from (distributions to) participants in consolidated investment entities, net	623		846
Proceeds from issuance of common stock, net	4		4


Share-based compensation	(42)		(15)
Common stock acquired - Share repurchase	(803)		(366)
Dividends paid on preferred stock	(32)		(32)
Dividends paid on common stock	(59)		(58)
Principal payments for financing leases	(17)		(16)

Net cash provided by financing activities - discontinued operations	—		396
Net cash (used in) provided by financing activities	(210)		1,114
Net increase in cash and cash equivalents	(27)		77
Cash and cash equivalents, beginning of period	1,922		1,472
Cash and cash equivalents, end of period	1,895		1,549
Less: Cash and cash equivalents of discontinued operations, end of period	218		497
Cash and cash equivalents of continuing operations, end of period	$	1,677	$	1,052


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

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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

1. Business, Basis of Presentation and Significant Accounting Policies

Business

Voya Financial, Inc. and its subsidiaries (collectively the "Company") is a financial services organization in the United States that offers a broad range of retirement services, investment management services, mutual funds, group insurance and supplemental health products.

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

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

On March 15, 2021, the Company announced several updates to our operating model and leadership team. In conjunction with those updates, the Retirement and Employee Benefits segments were renamed to Wealth Solutions and Health Solutions, respectively. The Company will continue to provide its principal products and services through three segments: Wealth Solutions, Investment Management and Health Solutions. In addition, the Company includes in Corporate activities that are not directly related to its segments and certain run-off activities that are not meaningful to the Company's business strategy. See the Segments Note to these Condensed Consolidated Financial Statements.

On June 9, 2021, the Company completed the sale of the independent financial planning channel of Voya Financial Advisors (“VFA”) to Cetera Financial Group, Inc. (“Cetera”), one of the nation's largest networks of independently managed broker-dealers. In connection with this transaction, the Company transferred more than 800 independent financial professionals serving retail customers with approximately $38 billion in assets under advisement to Cetera, while retaining approximately 600 field and phone-based financial professionals who support our Wealth Solutions business. In addition, the sale resulted in a gain, net of transaction costs of $275, before income taxes, which was recorded in Other revenue in the accompanying Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021. The net gain decreased $4 in the third quarter as a result of the completion of negotiations related to the sales price true-up process consistent with the deal terms.

Basis of Presentation

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The accompanying Condensed Consolidated Financial Statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2021, its results of operations, comprehensive income and changes in shareholders' equity for the three and nine months ended September 30, 2021 and 2020, and its statements of cash flows for the nine months ended September 30, 2021 and 2020, 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 or total stockholders’ equity.

The December 31, 2020 Consolidated Balance Sheet is from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K, filed with the SEC. Therefore, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K.

Significant Accounting Policies

Investments

Fixed Maturities and Equity Securities: In the second quarter of 2021, the Company established a trading portfolio of fixed maturity debt securities. Trading securities are valued at fair value with the changes in fair value recorded in Other net realized capital gains (losses) in the Condensed Consolidated Statements of Operations, and interest income is recorded in Net investment income in the Condensed Consolidated Statements of Operations.

Adoption of New Pronouncements

The following table provides a description of the Company's adoption of new Accounting Standard Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") and the impact of the adoption on the Company's financial statements.


Standard	Description of Requirements	Effective Date and Method of Adoption	Effect on the Financial Statements or Other Significant Matters
ASU 2019-12, Simplifying the Accounting for Income Taxes	This standard, issued in December 2019, simplifies the accounting for income taxes by eliminating certain exceptions to the general principles and simplifying several aspects of ASC 740, Income taxes, including requirements related to the following: • The intraperiod tax allocation exception to the incremental approach, • The tax basis step-up in goodwill obtained in a transaction that is not a business combination, • Hybrid tax regimes, • Ownership changes in investments - changes from a subsidiary to an equity method investment, • Separate financial statements of entities not subject to tax, • Interim-period accounting for enacted changes in tax law, and • The year-to-date loss limitation in interim-period tax accounting.	January 1, 2021 on a prospective basis, except for those provisions that required retrospective or modified retrospective method.	Adoption of the ASU did not have an impact on the Company's financial condition, results of operations, or cash flows.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 2020-04, Reference Rate Reform	This standard, issued in March 2020, provides temporary optional expedients and exceptions for applying U.S. GAAP principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In January, 2021, the FASB issued ASU 2021-01, which clarified the scope of relief related to ASU 2020-04.	The amendments are effective as of March 12, 2020, the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022.	The Company expects that it will elect to apply some of the expedients and exceptions provided in ASU 2020-04; however, the Company is still evaluating its options under this guidance as the reference rate reform adoption process continues. Therefore, the impact of the adoption of ASU 2020-04 on the Company’s financial condition and results of operations has not yet been determined.
ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts	This standard, issued in August 2018, changes the measurement and disclosures of insurance liabilities and deferred acquisition costs ("DAC") for long-duration contracts issued by insurers.	In November, 2020, the FASB released ASU 2020-11, which deferred the effective date of the amendments in ASU 2018-12 for SEC filers to fiscal years ending after December 15, 2022, including interim periods within those fiscal years. Initial adoption for the liability for future policy benefits and DAC is required to be reported using either a full retrospective or modified retrospective approach. For market risk benefits, full retrospective application is required.	The implications of these requirements, including transition options, and related potential financial statement impacts are currently being evaluated. While it is not possible to estimate the expected impact of adoption at this time, the Company believes there is a reasonable possibility that implementation of ASU 2018-12 may result in a significant impact on Shareholders’ equity and future earnings patterns.

2. Discontinued Operations

As noted in the Business, Basis of Presentation and Significant Accounting Policies Note, on January 4, 2021, the Company sold several of its subsidiaries and the related Individual Life and fixed and variable annuities businesses within these subsidiaries to Resolution Life US pursuant to the Resolution MTA entered into on December 18, 2019.

The Individual Life Transaction

Sale of legal entities

The purchase price received by the Company at the closing was based on estimated amounts and was subject to a post-close true-up mechanism pursuant to which the purchase price was adjusted based on SLD's adjusted book value as of the closing date. In addition to cash consideration, proceeds included an approximately $225 interest in RLGH and certain other affiliates of Resolution Life US, and $123 principal amount in surplus notes issued by SLD. In connection with the closing, the Company agreed to defer receipt of $100 in cash proceeds for a period of up to 42 months, subject to an adjustment mechanism based on


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

certain financial contingencies affecting SLD over that period. In addition, in connection with the unwind of certain guarantee obligations affecting portions of SLD's business, in lieu of $60 of cash proceeds, the Company received approximately $60 in additional preferred equity interests in Resolution Life US affiliates. During the third quarter of 2021, the Company and Resolution Life US completed the post-close true-up process which resulted in an immaterial increase to loss on sale of $1 that was recorded in the Condensed Consolidated Statements of Operations for the third quarter of 2021. Additionally, the Company received the $100 of cash proceeds from Resolution Life US in the third quarter of 2021 which was deferred at the time of closing as mentioned above.

The Company determined that the entities disposed of met the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on the Company’s operations. Accordingly, the results of operations of the entities sold have been presented as discontinued operations in the accompanying Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows, and the assets and liabilities of the businesses have been classified for 2020 as held for sale and segregated for all periods presented in the Condensed Consolidated Balance Sheets. A business classified as held for sale is recorded at the lower of its carrying value or estimated fair value less cost to sell. If the carrying value exceeds its estimated fair value less cost to sell, a loss is recognized.

The results of discontinued operations are reported in "Income (loss) from discontinued operations, net of tax" in the accompanying Condensed Consolidated Statements of Operations for all periods presented. As of December 31, 2020, the Company recorded an estimated loss on sale, net of tax of $1,466 to write down the carrying value of the businesses sold to estimated fair value, which was based on the estimated sales price of the Individual Life Transaction as of December 31, 2020, less cost to sell and other adjustments in accordance with the Resolution MTA. In addition, Income (loss) from discontinued operations, net of tax, for the nine months ended September 30, 2021 includes a reduction to loss on sale, net of tax of $7. The final loss on sale, net of tax as of September 30, 2021 of $1,459 represents the excess of the carrying value of the businesses sold over the purchase price, which approximates fair value, less cost to sell.

Furthermore, in connection with the close of the Individual Life Transaction, the Company reversed $913 of Additional other comprehensive income, net of tax that was previously recorded and related to the entities sold. As a result of the transaction, the Company incurred loss recognition of $523, which is inclusive of $302 of DAC/VOBA write down and $221 of premium deficiency reserve. The DAC/VOBA write down and the premium deficiency reserve were recorded in Net amortization of DAC/VOBA and Policyholder benefits, respectively in the Condensed Consolidated Financial Statements for the nine months ended September 30, 2021.

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


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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 major categories of assets and liabilities classified as held for sale related to the Individual Life Transaction in the accompanying Condensed Consolidated Balance Sheets as of December 31, 2020:



	December 31, 2020
Assets:
Investments:
Fixed maturities, at fair value	$	13,317
Fixed maturities, at fair value using the fair value option	682


Mortgage loans on real estate, net of valuation allowance	1,242
Policy loans	999

Derivatives	443
Other investments(1)	368
Securities pledged	4
Total investments	17,055
Cash and cash equivalents	420
Short-term investments under securities loan agreements, including collateral delivered	2

Premium receivable and reinsurance recoverable, net	2,783
Deferred policy acquisition costs and Value of business acquired	289


Current income taxes	—
Deferred income taxes	(831)
Other assets(2)	826
Assets held in separate accounts	1,625
Write-down of businesses held for sale to fair value less cost to sell	(1,466)
Total assets held for sale	$	20,703

Liabilities:
Future policy benefits and contract owner account balances	$	15,675
Payables under securities loan and repurchase agreements, including collateral held	300
Derivatives	117
Notes payable	219


Other liabilities	679
Liabilities related to separate accounts	1,625
Total liabilities held for sale	$	18,615

(1) Includes Other investments, Equity securities, Limited partnerships/corporations and Short-term investments.

(2) Includes Other assets and Accrued investment income.


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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 components of Income (loss) from discontinued operations, net of tax related to the Individual Life Transaction (closed on January 4, 2021) for the nine months ended September 30, 2021 and 2020:


	Nine Months Ended September 30,
	2021		2020
Revenues:
Net investment income	$	—	$	485
Fee income	—		596
Premiums	—		21
Total net realized capital gains (losses)	—		20
Other revenue	—		(13)
Total revenues	—		1,109
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	—		947
Operating expenses	—		107
Net amortization of Deferred policy acquisition costs and Value of business acquired	—		215
Interest expense	—		5
Total benefits and expenses	—		1,274
Income (loss) from discontinued operations before income taxes	—		(165)
Income tax expense (benefit)	—		(35)
Adjustment to loss on sale, net of tax	7		(233)
Income (loss) from discontinued operations, net of tax	$	7	$	(363)

Reinsurance

Concurrently with the sale of the Company's Individual Life business, the Company's wholly owned subsidiaries Reliastar Life Insurance Company ("RLI"), ReliaStar Life Insurance Company of New York ("RLNY"), and Voya Retirement Insurance and Annuity Company ("VRIAC"), each of which is a direct or indirect wholly owned subsidiary of the Company entered into three reinsurance agreements with SLD. Pursuant to these agreements, RLI and VRIAC ceded to SLD a 100% quota share, and RLNY ceded to SLD a 75% quota share, of their respective individual life insurance and annuities businesses. The reinsurance obligation with counterparty SLD are secured by collateralized assets held in a trust. Additionally, RLI entered into a reinsurance agreement, on a coinsurance basis with funds withheld, with a subsidiary of Resolution Life. RLI, RLNY, and VRIAC continue to be subsidiaries of the Company. The reinsurance transaction does not extinguish the Company’s primary liability to its policyholders. As a result of the reinsurance transactions on January 4, 2021, the Company reinsured $11.4 billion of policyholder liabilities under indemnity coinsurance and modified coinsurance arrangements. As of January 4, 2021, reinsurance recoverable associated with these transactions was $10.4 billion. The Company ceded $5.6 billion in premiums and $5.5 billion in policyholder benefits. The Company transferred invested assets with a fair market value of $10.8 billion and cash of $427 as consideration for the reinsurance arrangements. As a result of the transfer of invested assets the Company recognized $1.9 billion in pre-tax realized gains. The Company also recognized non-cash assets of $345 and $1.7 billion relating to the pre-tax net cost of reinsurance asset and deposit asset on January 4, 2021, as a result of entering into the reinsurance agreements.

Furthermore, at the close of the Individual Life Transaction on January 4, 2021, we have $1.3 billion of pre-tax deferred intangibles associated with the divested businesses. The deferred intangibles consist of (1) existing DAC, VOBA and URR balances on businesses already exited via reinsurance and for the portion of the transaction that involves a sale through reinsurance, (2) existing deferred Cost of reinsurance (“COR”) on businesses already exited via reinsurance and (3) deferred COR established as a result of the Individual Life Transaction. The deferred intangibles are amortized as a charge to earnings over the life of the underlying policies. Additionally, for the portion of the reinsurance transactions that involve policies that do not meet risk transfer, a deposit asset was established in the amount of $1.7 billion on a pre-tax basis. This relates to liabilities related to Contract owner account balances that currently exist for the related underlying policies. The quarterly pre-tax impact


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

on income of the deferred intangibles was $159 which comprises of amortization of $23 and loss recognition of $136, both of which were recorded in the accompanying Condensed Consolidated Statements of Operations. In addition, the amortization of the deposit asset is largely offset by the interest credited to policyholders. The amortization of the deferred intangibles and the deposit asset has been classified as a component of Income (loss) related to businesses exited or to be exited via reinsurance which is an adjustment to Income (loss) from continuing operations before income taxes to calculate Adjusted operating earnings before taxes and consequently are not included in the adjusted operating results of our segments. Additionally, we would expect the annual impact of the amortization of the deferred intangibles and deposit asset to decline over time.

The reinsurance agreements along with the sale of the legal entities noted above resulted in the disposition of substantially all of the Company's life insurance and legacy non-wealth solutions annuity businesses. The revenues and net results of the Individual Life and Annuities businesses that were disposed of via reinsurance are reported in businesses exited or to be exited through reinsurance or divestment which is an adjustment to the Company's U.S. GAAP revenues and earnings measures to calculate Adjusted operating revenues and Adjusted operating earnings before income taxes, respectively.

Information regarding the effect of all reinsurance on the Consolidated Balance Sheets is as follows as of the period indicated:


	September 30, 2021
	Direct		Assumed		Ceded		Total, Net of Reinsurance
Assets
Premiums receivable	$	160	$	10	$	(208)	$	(38)
Reinsurance recoverable, net of allowance for credit losses	—		—		13,618		13,618
Total	$	160	$	10	$	13,410	$	13,580

Liabilities
Future policy benefits and contract owner account balances	$	52,018	$	925	$	(13,618)	$	39,325
Liability for funds withheld under reinsurance agreements	239		—		—		239
Total	$	52,257	$	925	$	(13,618)	$	39,564


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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 Consolidated Statement of Operations is as follows for the period indicated:


	Nine Months Ended September 30,
	2021
Premiums:
Direct premiums	$	2,288
Reinsurance assumed	22
Reinsurance ceded	(6,208)
Net premiums	$	(3,898)

Fee income:
Gross fee income	$	1,684
Reinsurance Assumed	13
Reinsurance ceded	(316)
Net fee income	$	1,381

Interest credited and other benefits to contract owners / policyholders:
Direct interest credited and other benefits to contract owners / policyholders	$	4,231
Reinsurance assumed	57
Reinsurance ceded(1)	(7,078)
Net interest credited and other benefits to contract owners / policyholders	$	(2,790)

(1) Includes $5,944 amounts paid to reinsurers in connection with the Company's UL contracts for the nine months ended September 30, 2021.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

3. Investments (excluding Consolidated Investment Entities)

Fixed Maturities

Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of September 30, 2021:


	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Fair Value		Allowance for credit losses
Fixed maturities:
U.S. Treasuries	$	775	$	237	$	—	$	—	$	1,012	$	—
U.S. Government agencies and authorities	69		12		—		—		81		—
State, municipalities and political subdivisions	962		114		1		—		1,075		—
U.S. corporate public securities	10,767		1,675		43		—		12,399		—
U.S. corporate private securities	4,802		510		22		—		5,290		—
Foreign corporate public securities and foreign governments(1)	3,395		407		17		—		3,785		—
Foreign corporate private securities(1)	3,383		294		3		—		3,643		31




Residential mortgage-backed securities	4,488		165		24		14		4,642		1
Commercial mortgage-backed securities	3,901		208		17		—		4,092		—
Other asset-backed securities	2,123		33		6		—		2,149		1

Total fixed maturities, including securities pledged	34,665		3,655		133		14		38,168		33
Less: Securities pledged	1,171		150		1		—		1,320		—
Total fixed maturities	$	33,494	$	3,505	$	132	$	14	$	36,848	$	33

(1) Primarily U.S. dollar denominated.

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


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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, 2020:


	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Fair Value		Allowance for credit losses
Fixed maturities:
U.S. Treasuries	$	1,033	$	438	$	—	$	—	$	1,471	$	—
U.S. Government agencies and authorities	74		28		—		—		102		—
State, municipalities and political subdivisions	1,166		180		—		—		1,346		—
U.S. corporate public securities	13,366		3,028		7		—		16,387		—
U.S. corporate private securities	5,653		828		35		—		6,446		—
Foreign corporate public securities and foreign governments(1)	4,023		714		1		—		4,736		—
Foreign corporate private securities(1)	4,220		470		29		—		4,646		15




Residential mortgage-backed securities	5,370		255		17		20		5,626		2
Commercial mortgage-backed securities	3,882		290		40		—		4,131		1
Other asset-backed securities	2,110		46		10		—		2,138		8

Total fixed maturities, including securities pledged	40,897		6,277		139		20		47,029		26
Less: Securities pledged	355		95		1		—		449		—
Total fixed maturities	$	40,542	$	6,182	$	138	$	20	$	46,580	$	26

(1) Primarily U.S. dollar denominated.

The amortized cost and fair value of fixed maturities, including securities pledged, as of September 30, 2021, 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	$	603	$	612
After one year through five years	4,497		4,800
After five years through ten years	5,725		6,338
After ten years	13,328		15,535
Mortgage-backed securities	8,389		8,734
Other asset-backed securities	2,123		2,149
Fixed maturities, including securities pledged	$	34,665	$	38,168

As of September 30, 2021 and December 31, 2020, 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Fair Value
September 30, 2021
Communications	$	1,261	$	245	$	3	$	1,503
Financial	3,731		432		13		4,150
Industrial and other companies	9,953		1,159		36		11,076
Energy	1,877		343		18		2,202
Utilities	3,826		550		9		4,367
Transportation	1,170		107		2		1,275
Total	$	21,818	$	2,836	$	81	$	24,573

December 31, 2020
Communications	$	1,629	$	425	$	1	$	2,053
Financial	4,419		811		3		5,227
Industrial and other companies	11,670		2,088		15		13,743
Energy	2,594		474		28		3,040
Utilities	4,963		944		1		5,906
Transportation	1,331		196		23		1,504
Total	$	26,606	$	4,938	$	71	$	31,473

The Company invests in various categories of collateralized mortgage obligations (CMOs), including CMOs that are not agency-backed, that are subject to different degrees of risk from changes in interest rates and defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to significant decreases and increases in interest rates resulting in the prepayment of principal from the underlying mortgages, either earlier or later than originally anticipated. As of September 30, 2021 and December 31, 2020, approximately 41.7% and 44.5%, respectively, of the Company's CMO holdings, were invested in the above mentioned types of CMOs such as interest-only or principal-only strips, that are subject to more prepayment and extension risk than traditional CMOs.

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

Repurchase Agreements

As of September 30, 2021 and December 31, 2020, the Company did not have any securities pledged in dollar rolls or reverse repurchase agreements. As of September 30, 2021, the carrying value of securities pledged and obligation to repay loans related to repurchase agreement transactions were $125 and included in Securities pledged and Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets. As of December 31, 2020, the carrying value of securities pledged and obligation to repay loans related to repurchase agreement transactions were $82. Securities pledged related to repurchase agreements are comprised of other asset-backed securities.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Securities Pledged

The Company engages in securities lending whereby the initial collateral is required at a rate of 103% of the market value of the loaned securities. The lending agent retains the collateral and invests it in high quality liquid assets on behalf of the Company. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. The lending agent indemnifies the Company against losses resulting from the failure of a counterparty to return securities pledged where collateral is insufficient to cover the loss. As of September 30, 2021 and December 31, 2020, the fair value of loaned securities was $989 and $197, respectively, and is included in Securities pledged on the Condensed Consolidated Balance Sheets.

If cash is received as collateral, the lending agent retains the cash collateral and invests it in short-term liquid assets on behalf of the Company. As of September 30, 2021 and December 31, 2020, cash collateral retained by the lending agent and invested in short-term liquid assets on the Company's behalf was $950 and $106, respectively, and is recorded in Short-term investments under securities loan agreements, including collateral delivered on the Condensed Consolidated Balance Sheets. As of September 30, 2021 and December 31, 2020, liabilities to return collateral of $950 and $106, respectively, are included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.

The Company accepts non-cash collateral in the form of securities. The securities retained as collateral by the lending agent may not be sold or re-pledged, except in the event of default, and are not reflected on the Company’s Condensed Consolidated Balance Sheets. This collateral generally consists of U.S. Treasury, U.S. Government agency securities and MBS pools. As of September 30, 2021 and December 31, 2020, the fair value of securities retained as collateral by the lending agent on the Company’s behalf was $74 and $96, respectively.

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


	September 30, 2021		December 31, 2020
U.S. Treasuries	$	82	$	90
U.S. Government agencies and authorities	3		3
U.S. corporate public securities	607		76
Equity Securities	2		—


Foreign corporate public securities and foreign governments	330		33
Payables under securities loan agreements	$	1,024	$	202

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. The program size was temporarily reduced during 2020 as part of COVID risk reduction measures. However, with financial market conditions now recovered and orderly, our securities lending program is returning to prior levels and remains within our internal risk limits.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Allowance for credit losses

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


	Nine Months Ended September 30, 2021
	Residential mortgage-backed securities		Commercial mortgage-backed securities		Foreign corporate private securities		Other asset-backed securities		Total
Balance as of January 1	$	2	$	1	$	15	$	8	$	26
Credit losses on securities for which credit losses were not previously recorded	—		—		15		1		16
Initial allowance for credit losses recognized on financial assets accounted for as PCD	—		—		—		—		—
Reductions for securities sold during the period	—		—		—		(1)		(1)
Reductions for intent to sell or more likely than not will be required to sell securities prior to recovery of amortized cost	—		—		—		—		—
Change in allowance due to transfer of loans from Voya Reinsurance portfolios to Resolution	—		—		1		—		1
Increase (decrease) on securities with allowance recorded in previous period	(1)		(1)		—		(7)		(9)
Write-offs	—		—		—		—		—
Recoveries of amounts previously written-off	—		—		—		—		—
Balance as of September 30	$	1	$	—	$	31	$	1	$	33


	Year Ended December 31, 2020
	Residential mortgage-backed securities		Commercial mortgage-backed securities		Foreign corporate private securities		Other asset-backed securities		Total
Balance as of January 1	$	—	$	—	$	—	$	—	$	—
Credit losses on securities for which credit losses were not previously recorded	2		1		15		8		26
Initial allowance for credit losses recognized on financial assets accounted for as PCD	—		—		—		—		—
Reductions for securities sold during the period	—		—		—		—		—
Reductions for intent to sell or more likely than not will be required to sell securities prior to recovery of amortized cost	—		—		—		—		—
Increase (decrease) on securities with allowance recorded in previous period	—		—		—		—		—
Write-offs	—		—		—		—		—
Recoveries of amounts previously written-off	—		—		—		—		—
Balance as of December 31	$	2	$	1	$	15	$	8	$	26


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Unrealized Capital Losses

The following table presents available-for-sale fixed maturities, including securities pledged, for which an allowance for credit losses has not been recorded by market sector and duration as of September 30, 2021:


	Twelve Months or Less Below Amortized Cost					More Than Twelve Months Below Amortized Cost					Total
	Fair Value		Unrealized Capital Losses		Number of securities		Fair Value		Unrealized Capital Losses		Number of securities	Fair Value		Unrealized Capital Losses		Number of securities
U.S. Treasuries	$	28	$	—	8		$	12	$	—	2	$	40	$	—	10

State, municipalities and political subdivisions	56		1		21		—		—		—	56		1		21
U.S. corporate public securities	1,554		38		305		93		5		109	1,647		43		414
U.S. corporate private securities	238		3		15		127		19		9	365		22		24
Foreign corporate public securities and foreign governments	446		15		82		14		2		15	460		17		97
Foreign corporate private securities	9		—		3		59		3		5	68		3		8
Residential mortgage-backed	629		12		198		267		12		107	896		24		305
Commercial mortgage-backed	590		6		98		233		11		34	823		17		132
Other asset-backed	229		3		76		118		3		58	347		6		134
Total	$	3,779	$	78	806		$	923	$	55	339	$	4,702	$	133	1,145

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Twelve Months or Less Below Amortized Cost					More Than Twelve Months Below Amortized Cost					Total
	Fair Value		Unrealized Capital Losses		Number of securities		Fair Value		Unrealized Capital Losses		Number of securities	Fair Value		Unrealized Capital Losses		Number of securities
U.S. Treasuries	$	12	$	—	2		$	—	$	—	—	$	12	$	—	2

State, municipalities and political subdivisions	7		—		2		—		—		—	7		—		2
U.S. corporate public securities	241		5		163		23		2		4	264		7		167
U.S. corporate private securities	419		12		30		112		23		8	531		35		38
Foreign corporate public securities and foreign governments	45		—		19		9		1		2	54		1		21
Foreign corporate private securities	238		29		19		6		—		1	244		29		20
Residential mortgage-backed	658		12		150		147		5		75	805		17		225
Commercial mortgage-backed	844		39		127		36		1		7	880		40		134
Other asset-backed	261		2		61		376		8		110	637		10		171
Total	$	2,725	$	99	573		$	709	$	40	207	$	3,434	$	139	780

Based on the Company's quarterly evaluation of its securities in a unrealized loss position, described below, the Company concluded that these securities were not impaired as of September 30, 2021. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

Gross unrealized capital losses on fixed maturities, including securities pledged, decreased $6 from $139 to $133 for the nine months ended September 30, 2021. The decrease in gross unrealized capital losses was primarily due to non-credit related market factors.

At September 30, 2021, $5 of the total $133 of gross unrealized losses were from 6 available-for-sale fixed maturity securities with an unrealized loss position of 20% or more of amortized cost for 12 months or greater.

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.


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


	Three Months Ended September 30,
	2021				2020
	Impairment			No. of Securities	Impairment			No. of Securities

State, municipalities and political subdivisions	$	—		—	$	—	*	2
U.S. corporate public securities	—			—	2			18
U.S. corporate private securities	—			—	1			4
Foreign corporate public securities and foreign governments(1)	—			—	—		*	12
Foreign corporate private securities(1)	—			—	2			5
Residential mortgage-backed	—		*	2	1			24
Commercial mortgage-backed	—			—	4			18
Other asset-backed	—			—	—		*	1



Total	$	—	*	2	$	10		84


(1) Primarily U.S. dollar denominated.
*Less than $1
	Nine Months Ended September 30,
	2021				2020
	Impairment			No. of Securities	Impairment			No. of Securities

State, municipalities and political subdivisions	$	—		—	$	—	*	13
U.S. corporate public securities	—			—	32			80
U.S. corporate private securities	—			—	1			9
Foreign corporate public securities and foreign governments(1)	—			—	4			39
Foreign corporate private securities(1)	—			—	8			17
Residential mortgage-backed	—		*	10	6			56
Commercial mortgage-backed	—		*	1	28			124
Other asset-backed	—			—	1			74



Total	$	—	*	11	$	80		412


(1) Primarily U.S. dollar denominated.
*Less than $1

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

Troubled Debt Restructuring

The Company invests in high quality, well performing portfolios of commercial mortgage loans and private placements. Under certain circumstances, modifications are granted to these contracts. Each modification is evaluated as to whether a troubled debt restructuring has occurred. A modification is a troubled debt restructuring when the borrower is in financial difficulty and the creditor makes concessions. Generally, the types of concessions may include reducing the face amount or maturity amount of the debt as originally stated, reducing the contractual interest rate, extending the maturity date at an interest rate lower than current market interest rates and/or reducing accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific valuation allowance recorded in connection with the troubled debt restructuring. A valuation allowance may have been recorded prior to the quarter when the loan is modified in a troubled debt restructuring. Accordingly, the carrying value (net of the valuation allowance) before and after modification through a troubled debt restructuring may not change significantly, or may increase if the expected recovery is higher than the


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

pre-modification recovery assessment. For the three months ended September 30, 2021, the Company did not have any new commercial mortgage loan troubled debt restructuring. For the nine months ended September 30, 2021, the Company had one new commercial mortgage loan troubled debt restructuring with a pre and post modification carrying value of $5. For the three and nine months ended September 30, 2021, the Company did not have any new private placement troubled debt restructuring. For the three and nine months ended September 30, 2020, the Company had one new commercial mortgage loan trouble debt restructuring with a pre and post modification carrying value of $3. For the three and nine months ended September 30, 2020, the Company did not have any new private placement troubled debt restructuring.

For the three and nine months ended September 30, 2021 and September 30, 2020, the Company did not have any commercial mortgage loans or private placements modified in a troubled debt restructuring with a subsequent payment default.

Mortgage Loans on Real Estate

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

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


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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, 2021 and December 31, 2020, respectively.


	As of September 30, 2021
	Loan-to-Value Ratios
Year of Origination	0% - 50%		>50% - 60%		>60% - 70%		>70% - 80%		>80% and above		Total
2021	$	103	$	264	$	141	$	—	$	—	$	508
2020	176		230		77		—		—		483
2019	227		213		86		—		—		526
2018	170		50		2		—		—		222
2017	678		228		4		—		—		910
2016	427		249		2		—		—		678
2015 and prior	1,901		349		21		—		—		2,271
Total	$	3,682	$	1,583	$	333	$	—	$	—	$	5,598


	As of December 31, 2020
	Loan-to-Value Ratios
Year of Origination	0% - 50%		>50% - 60%		>60% - 70%		>70% - 80%		>80% and above		Total
2020	$	202	$	251	$	39	$	—	$	—	$	492
2019	327		230		125		—		—		682
2018	211		158		73		—		—		442
2017	645		427		5		—		—		1,077
2016	627		313		2		—		—		942
2015 and prior	2,525		648		22		—		—		3,195
Total	$	4,537	$	2,027	$	266	$	—	$	—	$	6,830

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, 2021 and December 31, 2020, respectively.


	As of September 30, 2021
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Commercial mortgage loans secured by land or construction loans		Total
2021	$	487	$	21	$	—	$	—	$	—	$	508
2020	418		31		34		—		—		483
2019	285		100		85		56		—		526
2018	131		5		55		31		—		222
2017	425		361		116		8		—		910
2016	599		53		4		22		—		678
2015 and prior	1,797		221		198		55		—		2,271
Total	$	4,142	$	792	$	492	$	172	$	—	$	5,598


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	As of December 31, 2020
	Debt Service Coverage Ratios
Year of Origination	>1.5x		>1.25x - 1.5x		>1.0x - 1.25x		<1.0x		Commercial mortgage loans secured by land or construction loans		Total
2020	$	356	$	116	$	20	$	—	$	—	$	492
2019	455		108		51		68		—		682
2018	205		90		92		55		—		442
2017	630		243		133		71		—		1,077
2016	841		58		40		3		—		942
2015 and prior	2,714		283		121		77		—		3,195
Total	$	5,201	$	898	$	457	$	274	$	—	$	6,830

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, 2021 and December 31, 2020, respectively.


	As of September 30, 2021
	U.S. Region
Year of Origination	Pacific		South Atlantic		Middle Atlantic		West South Central		Mountain		East North Central		New England		West North Central		East South Central		Total
2021	$	77	$	41	$	28	$	103	$	104	$	105	$	9	$	19	$	22	$	508
2020	99		186		40		40		38		39		2		14		25		483
2019	62		146		14		152		48		42		15		13		34		526
2018	54		69		59		10		14		10		—		6		—		222
2017	129		94		372		140		76		56		6		37		—		910
2016	147		140		168		41		58		89		11		18		6		678
2015 and prior	595		493		426		151		204		186		61		125		30		2,271
Total	$	1,163	$	1,169	$	1,107	$	637	$	542	$	527	$	104	$	232	$	117	$	5,598


	As of December 31, 2020
	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
2020	$	107	$	187	$	41	$	39	$	38	$	39	$	2	$	15	$	24	$	492
2019	98		194		21		169		69		61		18		13		39		682
2018	105		141		70		37		59		15		—		15		—		442
2017	172		125		417		155		102		62		6		38		—		1,077
2016	274		174		185		46		103		114		13		27		6		942
2015 and prior	890		684		521		237		299		290		70		160		44		3,195
Total	$	1,646	$	1,505	$	1,255	$	683	$	670	$	581	$	109	$	268	$	113	$	6,830


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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, 2021 and December 31, 2020, respectively.


	As of September 30, 2021
	Property Type
Year of Origination	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2021	$	20	$	52	$	309	$	109	$	—	$	9	$	9	$	508
2020	58		90		168		167		—		—		—		483
2019	46		97		274		82		27		—		—		526
2018	37		88		58		16		4		19		—		222
2017	111		444		196		156		3		—		—		910
2016	129		246		140		155		—		5		3		678
2015 and prior	858		328		441		294		94		205		51		2,271
Total	$	1,259	$	1,345	$	1,586	$	979	$	128	$	238	$	63	$	5,598


	As of December 31, 2020
	Property Type
Year of Origination	Retail		Industrial		Apartments		Office		Hotel/Motel		Other		Mixed Use		Total
2020	$	59	$	94	$	165	$	174	$	—	$	—	$	—	$	492
2019	55		111		384		95		37		—		—		682
2018	77		109		191		25		5		35		—		442
2017	138		505		252		178		4		—		—		1,077
2016	175		301		255		187		10		9		5		942
2015 and prior	1,276		484		570		426		117		268		54		3,195
Total	$	1,780	$	1,604	$	1,817	$	1,085	$	173	$	312	$	59	$	6,830

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


	September 30, 2021		December 31, 2020
Allowance for credit losses, beginning of period	$	89	$	16	(1)
Credit losses on mortgage loans for which credit losses were not previously recorded	1		7

Change in allowance due to transfer of loans from Voya Reinsurance portfolios to Resolution	(14)		—
Increase (decrease) on mortgage loans with allowance recorded in previous period	(57)		69
Provision for expected credit losses	19		92
Write-offs	—		(3)
Recoveries of amounts previously written-off	—		—
Allowance for credit losses, end of period	$	19	$	89

(1) On January 1, 2020, as a result of implementing ASU 2016-13 Measurement of Credit Losses of Financial Instruments, the company recorded a transition adjustment for Allowance for credit losses on mortgage loans on real estate of $15.

To provide temporary financial assistance to our commercial mortgage loans borrowers adversely affected by COVID-19 related stress, the Company has provided payment forbearance to approximately 8% of the outstanding principal amount of our commercial mortgage loans. Deferred payment amounts are expected to be repaid across the 12 months following the end of the


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

agreed upon forbearance period. No modifications to any commercial mortgage loans have been made as of the issuance date of this filing.

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


	September 30, 2021		December 31, 2020
Delinquency:
Current	$	5,598	$	6,825
30-59 days past due	—		—
60-89 days past due	—		—
Greater than 90 days past due	—		5
Total	$	5,598	$	6,830

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, 2021, the company had no commercial mortgage loan in non-accrual status. As of December 31, 2020, the Company had one commercial mortgage loan in non-accrual status. There was no interest income recognized on loans in non-accrual status for the nine months ended September 30, 2021 and year ended December 31, 2020.

As of September 30, 2021 and December 31, 2020, the Company had no commercial mortgage loans that were over 90 days or more past due but are not on non-accrual status. The Company had no commercial mortgage loans on non-accrual status for which there is no related allowance for credit losses as of September 30, 2021 and December 31, 2020.

Fixed Maturities, Trading

The Company invests in corporate private debt securities which are recognized at fair value within the Condensed Consolidated Balance Sheets with changes in value recognized in Other net realized capital gains (losses) in the Condensed Consolidated Statements of Operations. For the three months and nine months ended September 30, 2021, there were no gains (losses) and $1 of interest income. For the three months and nine months ended September 30, 2020 there were no gains (losses) and no interest income.

Net Investment Income

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Fixed maturities	$	501	$	618	$	1,513	$	1,785
Equity securities	4		4		15		10
Mortgage loans on real estate	59		74		184		221
Policy loans	7		11		18		34
Short-term investments and cash equivalents	2		—		7		3
Other	175		113		415		85
Gross investment income	748		820		2,152		2,138
Less: Investment expenses	17		20		51		54
Net investment income	$	731	$	800	$	2,101	$	2,084

As of September 30, 2021, the Company had no investments in fixed maturities that did not produce net investment income. As of December 31, 2020, the Company had $2 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

Net Realized Capital Gains (Losses)

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

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


	Three Months Ended September 30,
	2021		2020
Fixed maturities, available-for-sale, including securities pledged	$	6	$	(7)
Fixed maturities, at fair value option	(137)		(131)

Equity securities, at fair value	1		7
Derivatives	11		11
Embedded derivatives - fixed maturities	(1)		(3)
Guaranteed benefit derivatives	1		35
Mortgage Loans	14		17
Other investments	2		1
Net realized capital gains (losses)	$	(103)	$	(70)


	Nine Months Ended September 30,
	2021		2020
Fixed maturities, available-for-sale, including securities pledged	$	1,789	$	(59)
Fixed maturities, at fair value option	(514)		(84)

Equity securities, at fair value	12		11
Derivatives	(5)		(22)
Embedded derivatives - fixed maturities	(6)		4
Guaranteed benefit derivatives	49		(113)
Mortgage Loans	177		(41)
Other investments	100		—
Net realized capital gains (losses)	$	1,602	$	(304)

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Proceeds on sales	$	369	$	341	$	10,582	$	1,706
Gross gains	22		7		1,733		97
Gross losses	1		4		3		73

4. Derivative Financial Instruments

The Company primarily enters into the following types of derivatives:

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

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

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

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

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


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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, 2021						December 31, 2020
	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	$	90	$	2	$	—	$	—	$	—	$	—

Cash flow hedges:
Interest rate contracts	22		—		—		22		—		—
Foreign exchange contracts	683		14		17		756		4		43
Derivatives: Non-qualifying for hedge accounting(1)
Interest rate contracts	16,889		118		248		19,837		195		328
Foreign exchange contracts	145		1		2		122		—		3
Equity contracts	320		3		3		412		16		12
Credit contracts	138		1		1		223		—		1
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	N/A		14		—		N/A		20		—
Within products	N/A		—		43		N/A		—		95
Within reinsurance agreements	N/A		—		231		N/A		—		163
Managed custody guarantees	N/A		—		1		N/A		—		4
Total			$	153	$	546			$	235	$	649

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

N/A - Not applicable

Based on the notional amounts, a substantial portion of the Company’s derivative positions was not designated or did not qualify for hedge accounting as part of a hedging relationship as of September 30, 2021 and December 31, 2020. The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. These derivatives do not qualify for hedge accounting as they do not meet the criteria of being "highly effective" as outlined in ASC Topic 815, but do provide an economic hedge, which is in line with the Company’s risk management objectives. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company does not seek hedge accounting treatment for certain of these derivatives as they generally do not qualify for hedge accounting due to the criteria required under the portfolio hedging rules outlined in ASC Topic 815. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments that do not qualify as effective accounting hedges under ASC Topic 815.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	September 30, 2021
	Notional Amount		Asset Fair Value		Liability Fair Value
Credit contracts	$	138	$	1	$	1
Equity contracts	234		3		3
Foreign exchange contracts	918		17		19
Interest rate contracts	14,765		118		248
			139		271
Counterparty netting(1)			(130)		(130)
Cash collateral netting(1)			(4)		(119)
Securities collateral netting(1)			(3)		(15)
Net receivables/payables			$	2	$	7

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


	December 31, 2020
	Notional Amount		Asset Fair Value		Liability Fair Value
Credit contracts	$	223	$	—	$	1
Equity contracts	306		16		12
Foreign exchange contracts	878		4		46
Interest rate contracts	17,331		195		328
			215		387
Counterparty netting(1)			(207)		(207)
Cash collateral netting(1)			(2)		(140)
Securities collateral netting(1)			—		(35)
Net receivables/payables			$	6	$	5

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

Collateral

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

As of September 30, 2021, the Company pledged $2 and $117 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2020, the Company held $5 and $140 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of September 30, 2021, the Company delivered $206 of securities and held $3 of securities as collateral. As of December 31, 2020, the Company delivered $170 of securities and held no securities as collateral.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Three Months Ended September 30,
	2021				2020
	Interest Rate Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Foreign Exchange Contracts
Derivatives: Qualifying for hedge accounting
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Net investment income		Net investment income and Other net realized capital gains/(losses)		Net investment income		Net investment income and Other net realized capital gains/(losses)
Amount of Gain or (Loss) Recognized in Other Comprehensive Income	$	—	$	24	$	—	$	(42)
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income	—		3		—		—

	Nine Months Ended September 30,
	2021				2020
	Interest Rate Contracts		Foreign Exchange Contracts		Interest Rate Contracts		Foreign Exchange Contracts
Derivatives: Qualifying for hedge accounting
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Net investment income		Net investment income and Other net realized capital gains/(losses)		Net investment income		Net investment income and Other net realized capital gains/(losses)
Amount of Gain or (Loss) Recognized in Other Comprehensive Income	$	(1)	$	36	$	2	$	31
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income	—		2		—		6


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Three Months Ended September 30,
	2021				2020
	Net investment income		Other net realized capital gains/(losses)		Net investment income		Other net realized capital gains/(losses)
Total amounts of line items presented in the statement of operations in which the effects of fair value or cash flow hedges are recorded	$	731	$	(103)	$	800	$	(60)
Derivatives: Qualifying for hedge accounting
Fair value hedges:
Foreign exchange contracts:
Hedged items	—		(2)		—		—
Derivatives designated as hedging instruments(1)	—		2		—		—
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	3		—		3		(3)

	Nine Months Ended September 30,
	2021				2020
	Net investment income		Other net realized capital gains/(losses)		Net investment income		Other net realized capital gains/(losses)
Total amounts of line items presented in the statement of operations in which the effects of fair value or cash flow hedges are recorded	$	2,101	$	1,602	$	2,084	$	(224)
Derivatives: Qualifying for hedge accounting
Fair value hedges:
Foreign exchange contracts:
Hedged items	—		(3)		—		—
Derivatives designated as hedging instruments(1)	—		3		—		—
Cash flow hedges:


Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	7		(5)		9		(3)

(1) An immaterial portion of the change in derivative instruments designated and qualifying as fair value hedges was excluded from the assessment of hedge effectiveness and recognized currently in earnings.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Location of Gain or (Loss) Recognized in Income on Derivative	Three Months Ended September 30,
		2021		2020
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Other net realized capital gains (losses)	$	10	$	21
Foreign exchange contracts	Other net realized capital gains (losses)	—		(4)
Equity contracts	Other net realized capital gains (losses)	(1)		(2)
Credit contracts	Other net realized capital gains (losses)	—		(1)
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	Other net realized capital gains (losses)	(1)		(3)
Within products	Other net realized capital gains (losses)	7		28
Within reinsurance agreements(1)	Policyholder benefits	18		8
Managed custody guarantees	Other net realized capital gains (losses)	(1)		7
Total		$	32	$	54

	Location of Gain or (Loss) Recognized in Income on Derivative	Nine Months Ended September 30,
		2021		2020
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Other net realized capital gains (losses)	$	(13)	$	(12)
Foreign exchange contracts	Other net realized capital gains (losses)	(2)		2
Equity contracts	Other net realized capital gains (losses)	11		(11)
Credit contracts	Other net realized capital gains (losses)	1		3
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	Other net realized capital gains (losses)	(6)		4
Within products	Other net realized capital gains (losses)	38		(103)
Within reinsurance agreements(1)	Policyholder benefits	41		(52)
Managed custody guarantees	Other net realized capital gains (losses)	3		(10)
Total		$	73	$	(179)

(1) Excludes gains (losses) from standalone derivatives of $(1) and $3 for the three and nine months ended September 30, 2021, respectively, that are recognized in Other net realized capital gains (losses).


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

5. Fair Value Measurements (excluding Consolidated Investment Entities)

Fair Value Measurement

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of September 30, 2021:


	Level 1			Level 2			Level 3			Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	751		$	261		$	—		$	1,012
U.S. Government agencies and authorities	—			81			—			81
State, municipalities and political subdivisions	—			1,075			—			1,075
U.S. corporate public securities	—			12,364			35			12,399
U.S. corporate private securities	—			3,356			1,934			5,290
Foreign corporate public securities and foreign governments(1)	—			3,768			17			3,785
Foreign corporate private securities(1)	—			3,262			381			3,643
Residential mortgage-backed securities	—			4,586			56			4,642
Commercial mortgage-backed securities	—			4,080			12			4,092
Other asset-backed securities	—			2,099			50			2,149
Total fixed maturities, including securities pledged	751			34,932			2,485			38,168
Fixed maturities, trading	—			—			5			5
Equity securities	38			—			250			288
Derivatives:
Interest rate contracts	—			118			—			118
Foreign exchange contracts	—			17			—			17
Equity contracts	—			3			—			3
Credit contracts	—			1			—			1
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	2,914			61			—			2,975
Assets held in separate accounts	91,014			5,469			311			96,794
Total assets	$	94,717		$	40,601		$	3,051		$	138,369
Percentage of Level to total	69		%	29		%	2		%	100		%
Liabilities:
Derivatives:
Guaranteed benefit derivatives(2)	—			—			44			44





Other derivatives:
Interest rate contracts	10			238			—			248
Foreign exchange contracts	—			19			—			19
Equity contracts	—			3			—			3
Credit contracts	—			1			—			1
Embedded derivative on reinsurance	—			145			86			231
Total liabilities	$	10		$	406		$	130		$	546

(1) Primarily U.S. dollar denominated.

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


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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 presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2020:


	Level 1			Level 2			Level 3			Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	1,134		$	337		$	—		$	1,471
U.S. Government agencies and authorities	—			102			—			102
State, municipalities and political subdivisions	—			1,346			—			1,346
U.S. corporate public securities	—			16,294			93			16,387
U.S. corporate private securities	—			4,546			1,900			6,446
Foreign corporate public securities and foreign governments(1)	—			4,736			—			4,736
Foreign corporate private securities(1)	—			4,189			457			4,646
Residential mortgage-backed securities	—			5,583			43			5,626
Commercial mortgage-backed securities	—			4,131			—			4,131
Other asset-backed securities	—			2,077			61			2,138
Total fixed maturities, including securities pledged	1,134			43,341			2,554			47,029
Equity securities	70			—			172			242
Derivatives:
Interest rate contracts	7			140			48			195
Foreign exchange contracts	—			4			—			4
Equity contracts	—			15			1			16

Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	1,903			109			—			2,012
Assets held in separate accounts	84,329			6,001			222			90,552
Total assets	$	87,443		$	49,610		$	2,997		$	140,050
Percentage of Level to total	63		%	35		%	2		%	100		%
Liabilities:
Derivatives:
Guaranteed benefit derivatives(2)	—			—			99			99





Other derivatives:
Interest rate contracts	—			280			48			328
Foreign exchange contracts	—			46			—			46
Equity contracts	—			12			—			12
Credit contracts	—			1			—			1
Embedded derivative on reinsurance	—			163			—			163
Total liabilities	$	—		$	502		$	147		$	649

(1)Primarily U.S. dollar denominated.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Valuation of Financial Assets and Liabilities at Fair Value

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

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

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

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

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

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

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

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

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

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

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

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

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

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

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

Level 3 Financial Instruments

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


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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 change in fair value of the Company's Level 3 assets and liabilities and transfers in and out of Level 3 for the period indicated:


	Three Months Ended September 30, 2021
	Fair Value as of July 1		Total Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of September 30		Change In Unrealized Gains (Losses) Included in Earnings(3)		Change In Unrealized Gains (Losses) Included in OCI(3)
			Net Income		OCI
Fixed maturities, including securities pledged:

U.S. corporate public securities	$	23	$	—	$	1	$	12	$	—	$	—	$	(1)	$	—	$	—	$	35	$	—	$	1
U.S. corporate private securities	2,011		10		(13)		127		—		(22)		(142)		—		(37)		1,934		—		(11)
Foreign corporate public securities and foreign governments(1)	10		—		—		17		—		—		—		—		(10)		17		—		—
Foreign corporate private securities(1)	352		(15)		21		29		—		—		(6)		—		—		381		1		21
Residential mortgage-backed securities	46		(4)		—		16		—		—		—		—		(2)		56		(4)		(1)
Commercial mortgage-backed securities	2		—		—		10		—		—		—		—		—		12		—		—
Other asset-backed securities	78		—		(1)		9		—		—		(22)		—		(14)		50		—		1
Total fixed maturities, including securities pledged	2,522		(9)		8		220		—		(22)		(171)		—		(63)		2,485		(3)		11




Fixed maturities, trading, at fair value	45		—		—		—		—		—		(40)		—		—		5		—		—
Equity securities, at fair value	249		1		—		—		—		—		—		—		—		250		1		—
Derivatives:





Guaranteed benefit derivatives(2)(5)	(44)		3		—		—		(4)		—		1		—		—		(44)		—		—
Other derivatives, net	—		—		—		—		—		—		—		—		—		—		—		—

Embedded derivatives on reinsurance	(85)		(1)		—		—		—		—		—		—		—		(86)		—		—
Assets held in separate accounts(4)	293		1		—		53		—		(6)		—		—		(30)		311		—		—

(1) Primarily U.S. dollar denominated.

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

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Nine Months Ended September 30, 2021
	Fair Value as of January 1		Total Realized/Unrealized Gains (Losses) Included in:				Purchases		Issuances		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Fair Value as of September 30		Change In Unrealized Gains (Losses) Included in Earnings(3)		Change In Unrealized Gains (Losses) Included in OCI(3)
			Net Income		OCI
Fixed maturities, including securities pledged:

U.S. corporate public securities	$	93	$	1	$	1	$	12	$	—	$	(25)	$	(1)	$	—	$	(46)	$	35	$	—	$	1
U.S. corporate private securities	1,900		50		(108)		210		—		(340)		(198)		545		(125)		1,934		(1)		(107)
Foreign corporate public securities and foreign governments(1)	—		—		—		17		—		—		—		—		—		17		—		—
Foreign corporate private securities(1)	457		(6)		19		30		—		(81)		(38)		—		—		381		3		16
Residential mortgage-backed securities	43		(11)		(1)		30		—		(7)		—		2		—		56		(11)		(1)
Commercial mortgage-backed securities	—		—		—		12		—		—		—		—		—		12		—		—
Other asset-backed securities	61		1		(3)		19		—		(5)		(45)		22		—		50		—		(1)
Total fixed maturities, including securities pledged	2,554		35		(92)		330		—		(458)		(282)		569		(171)		2,485		(9)		(92)
Fixed maturities, trading, at fair value	—		—		—		45		—		—		(40)		—		—		5		—		—
Equity securities, at fair value	172		14		—		225		—		(152)		(9)		—		—		250		(1)		—
Derivatives:
Guaranteed benefit derivatives:




Guaranteed benefit derivatives (2)(5)	(84)		41		—		—		(4)		—		3		—		—		(44)		—		—
Other derivatives, net	1		—		—		—		—		—		(1)		—		—		—		(1)		—
Embedded derivatives on reinsurance	—		3		—		—		(89)		—		—		—		—		(86)		—		—

Assets held in separate accounts(4)	222		4		—		157		—		(7)		—		—		(65)		311		—		—

(1) Primarily U.S. dollar denominated.

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Three Months Ended September 30, 2020
	Fair Value as of July 1		Total 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	$	107	$	—	$	4	$	4	$	—	$	—	$	(2)	$	42	$	(37)	$	118	$	—	$	4
U.S. corporate private securities	1,390		(1)		11		47		—		—		(20)		406		(106)		1,727		(1)		11
Foreign corporate public securities and foreign governments(1)	—		—		—		—		—		—		—		—		—		—		—		—
Foreign corporate private securities(1)	305		(1)		(15)		221		—		(15)		(1)		17		(63)		448		(2)		(15)
Residential mortgage-backed securities	38		(2)		—		2		—		—		—		2		(5)		35		(2)		—
Commercial mortgage-backed securities	—		—		—		4		—		—		—		—		—		4		—		—
Other asset-backed securities	99		—		—		11		—		—		(19)		1		(17)		75		—		—
Total fixed maturities, including securities pledged	1,939		(4)		—		289		—		(15)		(42)		468		(228)		2,407		(5)		—
Equity securities, at fair value	161		7		—		3		—		—		—		—		—		171		7		—
Derivatives:





Guaranteed benefit derivatives (2)(5)	(210)		36		—		—		(4)		—		1		—		—		(177)		—		—
Other derivatives, net	—		—		—		1		—		—		—		—		—		1		1		—

Assets held in separate accounts(4)	174		4		—		43		—		(1)		—		—		(13)		207		—		—

(1) Primarily U.S. dollar denominated.

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Nine Months Ended September 30, 2020
	Fair Value as of January 1		Total 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	$	74	$	—	$	5	$	4	$	—	$	—	$	(5)	$	40	$	—	$	118	$	—	$	5
U.S. corporate private securities	1,457		1		42		124		—		(16)		(141)		455		(195)		1,727		—		42
Foreign corporate public securities and foreign governments(1)	—		—		—		—		—		—		—		—		—		—		—		—
Foreign corporate private securities(1)	328		(5)		(35)		234		—		(15)		(5)		8		(62)		448		(5)		(35)
Residential mortgage-backed securities	23		(4)		—		23		—		—		—		—		(7)		35		(4)		—
Commercial mortgage-backed securities	—		—		—		4		—		—		—		—		—		4		—		—
Other asset-backed securities	78		—		—		17		—		—		(21)		1		—		75		—		—
Total fixed maturities, including securities pledged	1,960		(8)		12		406		—		(31)		(172)		504		(264)		2,407		(9)		12
Equity securities, at fair value	128		12		—		33		—		—		(2)		—		—		171		12		—
Derivatives:




Guaranteed benefit derivatives (2)(5)	(60)		(112)		—		—		(6)		—		1		—		—		(177)		—		—
Other derivatives, net	—		—		—		1		—		—		—		—		—		1		1		—

Assets held in separate accounts(4)	116		3		—		123		—		(2)		—		3		(36)		207		—		—

(1) Primarily U.S. dollar denominated.

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


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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, 2021 and 2020, 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 Consolidated Balance Sheets.

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

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


	September 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Fixed maturities, including securities pledged	$	38,173	$	38,173	$	47,029	$	47,029
Equity securities	288		288		242		242
Mortgage loans on real estate	5,598		6,008		6,830		7,316
Policy loans	402		402		718		718

Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements	2,975		2,975		2,012		2,012
Derivatives	139		139		215		215

Deposit assets(3)	1,553		1,609		—		—
Other investments	75		75		285		368
Assets held in separate accounts	96,794		96,794		90,552		90,552
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)	$	35,519	$	44,164	$	35,545	$	45,576
Funding agreements with fixed maturities	1,329		1,326		796		795
Supplementary contracts, immediate annuities and other	853		797		912		800
Derivatives:
Guaranteed benefit derivatives(2)	44		44		99		99





Other derivatives	271		271		387		387
Short-term debt	1		1		1		1
Long-term debt	2,970		3,435		3,044		3,564
Embedded derivative on reinsurance	231		231		163		163

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

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

(3) Included in Other assets on the Condensed Consolidated Balance Sheets.

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


Financial Instrument			Classification
Mortgage loans on real estate			Level 3
Policy loans			Level 2

Deposit assets			Level 3
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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

6. Deferred Policy Acquisition Costs and Value of Business Acquired

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


	2021
	DAC		VOBA			Total
Balance as of January 1, 2021	$	1,440	$	70		$	1,510
Impact of ASU 2016-13	—		—			—
Deferrals of commissions and expenses	73		5			78
Amortization:
Amortization, excluding unlocking (2)	(590)		(265)			(855)
Unlocking(1)	(21)		13			(8)
Interest accrued	81		27		(3)	108
Net amortization included in Condensed Consolidated Statements of Operations	(530)		(225)			(755)
Change due to unrealized capital gains/(losses) on available-for-sale securities	211		293			504
Balance as of September 30, 2021	$	1,194	$	143		$	1,337

	2020
	DAC		VOBA			Total
Balance as of January 1, 2020	$	1,762	$	464		$	2,226
Impact of ASU 2016-13	3		—			3
Deferrals of commissions and expenses	77		4			81
Amortization:
Amortization, excluding unlocking	(205)		(82)			(287)
Unlocking(1)	(41)		(136)			(177)
Interest accrued	91		37		(3)	128
Net amortization included in Condensed Consolidated Statements of Operations	(155)		(181)			(336)
Change due to unrealized capital gains/(losses) on available-for-sale securities	(235)		(171)			(406)
Balance as of September 30, 2020	$	1,452	$	116		$	1,568

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

(2) During 2021, the Company recognized loss recognition of $351 and $87 for DAC and VOBA, respectively. There was no loss recognition during 2020.

(3) Interest accrued at the following rates for VOBA: 3.5% to 7.2% during 2021 and 3.5% and 7.2% during 2020.

7. Share-based Incentive Compensation Plans

The Company has provided equity-based compensation awards to its employees under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the "2013 Omnibus Plan"), the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (the "2014 Omnibus Plan") and the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (the "2019 Omnibus Plan") (together, the "Omnibus Plans"). As of September 30, 2021, common stock reserved and available for issuance under the 2013 Omnibus Plan, the 2014 Omnibus Plan and the 2019 Omnibus Plan was 347,663, 3,194,452 and 9,234,600 shares, respectively.

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

Compensation Cost

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Restricted Stock Unit (RSU) awards	$	8	$	9	$	34	$	36
Performance Stock Unit (PSU) awards	10		7		40		32
Stock options	—		1		1		4

Total share-based compensation expense	18		17		75		72
Income tax benefit	4		3		19		26
After-tax share-based compensation expense	$	14	$	14	$	56	$	46

Awards Outstanding

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


	RSU Awards			PSU Awards
(awards in millions)	Number of Awards	Weighted Average Grant Date Fair Value			Number of Awards	Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2021	1.5	$	55.86		2.0	$	55.48
Adjustment for PSU performance factor	—	—			0.3	53.22
Granted	0.8	56.79			0.8	49.88
Vested	(0.8)	52.83			(1.0)	53.30
Forfeited	(0.1)	58.25			(0.1)	55.78
Outstanding as of September 30, 2021	1.4	$	57.48		2.0	$	54.06

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, 2021	2.6	$	42.29

Granted	—	—
Exercised	(0.4)	39.53
Forfeited	(0.2)	42.06
Outstanding as of September 30, 2021	2.0	$	42.84

Vested, exercisable, as of September 30, 2021	2.0	$	42.84


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

8. Shareholders' Equity

Non-controlling Interest

Non-controlling interest in limited partnerships increased as a result of favorable market appreciation in limited partnership investments, net of contributions and distributions. See the Consolidated and Nonconsolidated Investment Entities Note to these Condensed Consolidated Financial Statements for additional details over changes in non-controlling interest during the year and impacting 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, 2020	140.7	8.4	132.3
Common shares issued	0.1	—	0.1
Common shares acquired - share repurchase	—	10.2	(10.2)
Share-based compensation	2.5	0.5	2.0

Balance, December 31, 2020	143.3	19.1	124.2
Common shares issued	0.1	—	0.1
Common shares acquired - share repurchase	—	13.2	(13.2)
Share-based compensation	2.2	0.9	1.3
Balance, September 30, 2021	145.6	33.2	112.4

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Dividends declared per share of Common Stock	$	0.165	$	0.15	$	0.495	$	0.45

Share Repurchase Program

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

On October 28, 2021, the Board of Directors provided its most recent share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $500. On January 28, 2021, the Board of Directors provided share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $1 billion. The share repurchase authorization expires on December 31, 2022 (unless extended), and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors at any time.

The following table presents repurchases of the Company's common stock through share repurchase agreements with third-party financial institutions during the nine months ended September 30, 2021:



Execution Date	Payment		Initial Shares Delivered	Closing Date	Additional Shares Delivered	Total Shares Repurchased
June 30, 2021	$	400	5,203,252	September 16, 2021	1,081,552	6,284,804
February 11, 2021	$	250	3,617,291	May 14, 2021	330,852	3,948,143
December 28, 2020	$	150	2,066,472	January 26, 2021	509,909	2,576,381

Subsequent to September 30, 2021, the Company repurchased 1,835,531 shares through a 10b5-1 plan for an aggregate purchase price of $124.

Warrants

On May 7, 2013, the Company issued to ING Group warrants to purchase up to 26,050,846 shares of the Company's common stock equal in the aggregate to 9.99% of the issued and outstanding shares of common stock at that date. The exercise price of the warrants at the time of issuance was $48.75 per share of common stock, subject to adjustments, including for stock dividends, cash dividends in excess of $0.01 per share a quarter, subdivisions, combinations, reclassifications and non-cash distributions. The warrants also provide for, upon the occurrence of certain change of control events affecting the Company, an increase in the number of shares to which a warrant holder will be entitled upon payment of the aggregate exercise price of the warrant. The warrants became exercisable to ING Group and its affiliates on January 1, 2017 and to all other holders starting on the first anniversary of the completion of the IPO (May 7, 2014). The warrants expire on the tenth anniversary of the completion of the IPO (May 7, 2023). The warrants are net share settled, which means that no cash will be payable by a warrant holder in respect of the exercise price of a warrant upon exercise, and are classified as permanent equity. They have been recorded at their fair value determined on the issuance date of May 7, 2013 in the amount of $94 as an addition and reduction to Additional-paid-in-capital. Warrant holders are not entitled to receive dividends. On March 12, 2018, ING Group sold its remaining interests in the warrants and no longer owns any warrants. On September 29, 2021, the Company paid a quarterly dividend of $0.165 per share on its common stock. As a consequence, the exercise price of the warrants to purchase shares of common stock was adjusted to $47.62 per share of common stock and the number of shares of common stock for which each warrant is exercisable has been adjusted to 1.002359604. As of September 30, 2021, no warrants have been exercised.

Preferred Stock

As of September 30, 2021 and December 31, 2020, there were 100,000,000 shares of preferred stock authorized. Preferred stock issued and outstanding are as follows:


	September 30, 2021		December 31, 2020
Series	Issued	Outstanding	Issued	Outstanding
6.125% Non-cumulative Preferred Stock, Series A	325,000	325,000	325,000	325,000
5.35% Non-cumulative Preferred Stock, Series B	300,000	300,000	300,000	300,000
Total	625,000	625,000	625,000	625,000

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


	Series A				Series B
Three Months Ended September 30,	Per Share		Aggregate		Per Share		Aggregate
2021	$	30.625	$	10	$	13.375	$	4
2020	30.625		10		13.375		4
Nine Months Ended September 30,
2021	$	61.25	$	20	$	40.125	$	12
2020	61.25		20		40.125		12

As of September 30, 2021, there were no preferred stock dividends in arrears.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

9. 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)	2021		2020		2021		2020
Earnings
Net income (loss) available to common shareholders:
Income (loss) from continuing operations	$	371	$	(73)	$	2,373	$	(71)
Less: Preferred stock dividends	14		14		32		32
Less: Net income (loss) attributable to noncontrolling interest	214		106		661		33
Income (loss) from continuing operations available to common shareholders	143		(193)		1,680		(136)
Income (loss) from discontinued operations, net of tax	(1)		(140)		7		(363)
Net income (loss) available to common shareholders	$	142	$	(333)	$	1,687	$	(499)

Weighted average common shares outstanding
Basic	113.4		126.3		118.8		127.8
Dilutive Effects(1)(2):
Warrants	6.7		—		6.5		—
RSU awards	1.0		—		1.0		—
PSU awards	0.7		—		0.8		—
Stock Options	0.6		—		0.7		—
Diluted	122.4		126.3		127.8		127.8

Basic(3)
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	1.25	$	(1.53)	$	14.13	$	(1.07)
Income (loss) from discontinued operations, net of taxes available to Voya Financial, Inc.'s common shareholders	$	(0.01)	$	(1.11)	$	0.06	$	(2.83)
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	1.24	$	(2.64)	$	14.19	$	(3.90)
Diluted(3)
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	1.16	$	(1.53)	$	13.14	$	(1.07)
Income (loss) from discontinued operations, net of taxes available to Voya Financial, Inc.'s common shareholders	$	(0.01)	$	(1.11)	$	0.05	$	(2.83)
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	1.15	$	(2.64)	$	13.19	$	(3.90)

(1) For the three months ended September 30, 2020, weighted average shares used for calculating basic and diluted earnings per share are the same, as the inclusion of 0.6 shares, 0.9 shares, 1.3 shares, and 0.4 shares for warrants, RSU awards, PSU awards, and stock options, respectively, would be antidilutive to the earnings per share calculation due to the net loss from continuing operations available to common shareholders in the period.

(2) For the nine months ended September 30, 2020, weighted average shares used for calculating basic and diluted earnings per share are the same, as the inclusion of 1.2 shares, 0.9 shares, 1.3 shares, and 0.4 shares for warrants, RSU awards, PSU awards, and stock options, respectively, would be antidilutive to the earnings per share calculation due to the net loss from continuing operations available to common shareholders in the period.

(3) 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

10. Accumulated Other Comprehensive Income (Loss)

Shareholders' equity included the following components of Accumulated Other Comprehensive Income ("AOCI") as of the dates indicated:


	September 30,
	2021		2020
Fixed maturities, net of impairment	$	3,521	$	7,704

Derivatives(1)	82		144
DAC/VOBA adjustment on available-for-sale securities	(821)		(1,938)
Premium deficiency reserve adjustment	(15)		(439)
Sales inducements and other intangibles adjustment on available-for-sale securities	5		(353)

Unrealized capital gains (losses), before tax	2,772		5,118
Deferred income tax asset (liability)	(459)		(720)
Net unrealized capital gains (losses)	2,313		4,398
Pension and other postretirement benefits liability, net of tax	3		5
AOCI	$	2,316	$	4,403

(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, 2021, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $20.


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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, 2021
	Before-Tax Amount			Income Tax		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(196)		$	41	$	(155)

Other	(2)			—		(2)

Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	(22)			4		(18)
DAC/VOBA	56			(12)		44
Premium deficiency reserve adjustment	—			—		—
Sales inducements and other intangibles	1			—		1
Change in unrealized gains (losses) on available-for-sale securities	(163)			33		(130)

Derivatives:
Derivatives	23		(1)	(4)		19
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(5)			1		(4)
Change in unrealized gains (losses) on derivatives	18			(3)		15

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	—			—		—
Change in pension and other postretirement benefits liability	—			—		—
Change in Accumulated other comprehensive income (loss)	$	(145)		$	30	$	(115)

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Nine Months Ended September 30, 2021
	Before-Tax Amount			Income Tax		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(3,295)		$	461	$	(2,834)

Other	(2)			—		(2)

Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	(1,797)			377		(1,420)
DAC/VOBA	1,250		(1)	(263)		987
Premium deficiency reserve adjustment	445			(93)		352
Sales inducements and other intangibles	420			(88)		332
Change in unrealized gains (losses) on available-for-sale securities	(2,979)			394		(2,585)

Derivatives:
Derivatives	21		(2)	(4)		17
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(16)			3		(13)
Change in unrealized gains (losses) on derivatives	5			(1)		4

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	(1)			—		(1)
Change in pension and other postretirement benefits liability	(1)			—		(1)
Change in Accumulated other comprehensive income (loss)	$	(2,975)		$	393	$	(2,582)

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Three Months Ended September 30, 2020
	Before-Tax Amount			Income Tax		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	783		$	(163)	$	620

Other	(1)			—		(1)

Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	7			(1)		6
DAC/VOBA	(23)			4		(19)
Premium deficiency reserve adjustment	(114)			24		(90)
Sales inducements and other intangibles	(140)			29		(111)
Change in unrealized gains (losses) on available-for-sale securities	512			(107)		405

Derivatives:
Derivatives	(45)		(1)	9		(36)
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(6)			1		(5)
Change in unrealized gains (losses) on derivatives	(51)			10		(41)

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	—			—		—
Change in pension and other postretirement benefits liability	—			—		—
Change in Accumulated other comprehensive income (loss)	$	461		$	(97)	$	364

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


	Nine Months Ended September 30, 2020
	Before-Tax Amount			Income Tax		After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	2,114		$	(443)	$	1,671

Other	(1)			—		(1)

Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	44			(9)		35
DAC/VOBA	(440)		(1)	92		(348)
Premium deficiency reserve adjustment	(189)			40		(149)
Sales inducements and other intangibles	(168)			35		(133)
Change in unrealized gains (losses) on available-for-sale securities	1,360			(285)		1,075

Derivatives:
Derivatives	17		(2)	(4)		13
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(18)			4		(14)
Change in unrealized gains (losses) on derivatives	(1)			—		(1)

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	(2)			—		(2)
Change in pension and other postretirement benefits liability	(2)			—		(2)
Change in Accumulated other comprehensive income (loss)	$	1,357		$	(285)	$	1,072

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

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

11. Income Taxes

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

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

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

The Company's effective tax rate for the three and nine months ended September 30, 2020 was 49.7% and 50.3%. The effective

tax rate differed from the statutory rate of 21% primarily due the effect of the DRD, tax credits and non-controlling interest.

Tax Regulatory Matters

For the tax years 2019 through 2021, the Company participated in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"), which is a continuous audit program provided by the IRS. For the 2019 and 2020 tax years, the Company was in the Compliance Maintenance Bridge ("Bridge") phase of CAP. In the Bridge phase, the IRS did not conduct any review or provide any letters of assurance for those tax years.

12. Financing Agreements

Short-term and Long-term Debt

The following table summarizes the carrying value of the Company’s debt securities issued and outstanding as of September 30, 2021 and December 31, 2020:


	Issuer	Maturity	September 30, 2021		December 31, 2020



3.125% Senior Notes, due 2024 (2)(3)	Voya Financial, Inc.	07/15/2024	$	375	$	398
3.65% Senior Notes, due 2026 (2)(3)	Voya Financial, Inc.	06/15/2026	444		497
5.7% Senior Notes, due 2043 (2)(3)	Voya Financial, Inc.	07/15/2043	395		395
4.8% Senior Notes, due 2046 (2)(3)	Voya Financial, Inc.	06/15/2046	297		297
4.7% Fixed-to-Floating Rate Junior Subordinated Notes, due 2048	Voya Financial, Inc.	01/23/2048	345		345
5.65% Fixed-to-Floating Rate Junior Subordinated Notes, due 2053	Voya Financial, Inc.	05/15/2053	740		739
7.25% Voya Holdings Inc. debentures, due 2023(1)	Voya Holdings, Inc.	08/15/2023	140		139
7.63% Voya Holdings Inc. debentures, due 2026(1)	Voya Holdings, Inc.	08/15/2026	139		138
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		14


1.00% Windsor Property Loan	Voya Retirement Insurance and Annuity Company	06/14/2027	4		4


Subtotal			2,971		3,045
Less: Current portion of long-term debt			1		1
Total			$	2,970	$	3,044

(1) Guaranteed by ING Group.

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

(3) Guaranteed by Voya Holdings.

As of September 30, 2021, the Company was in compliance with its debt covenants.

Aetna Notes

As of September 30, 2021, the outstanding principal amount of the Aetna Notes was $358, which is guaranteed by ING Group. As of September 30, 2021, the Company provided $362 of collateral benefiting ING Group, comprised of a deposit of $199 to a control account with a third-party collateral agent and $163 of letter of credit. The collateral may be exchanged at any time upon the posting of any other form of acceptable collateral to the account.

Senior Notes

During the nine months ended September 30, 2021, the Company repurchased $23 and $53 par value of its 3.125% Senior Notes, due 2024 and 3.65% Senior Notes, due 2026, respectively, for $25 and $60, respectively, on the open market, resulting

in loss on debt extinguishment of $10, which is included in Interest expense on the Condensed Consolidated Statements of Operations.

On October 29, 2021, the Company delivered to the holders of its 3.125% Senior Notes due 2024 (the “2024 Notes”) a notice of redemption, notifying those noteholders that the Company has elected to redeem all of the outstanding $377 aggregate principal amount of the 2024 Notes. The Company expects to incur a loss on debt extinguishment of approximately $25 in the fourth quarter of 2021, which will be recorded in Interest Expense in the Consolidated Statements of Operations.

Senior Unsecured Credit Facility Agreement

As of September 30, 2021, the Company had a $500 senior unsecured credit facility with a syndicate of banks which expires November 1, 2024. The facility provides $500 of committed capacity for issuing letters of credit and the full $500 may be utilized for direct borrowings. As of September 30, 2021, there were no amounts outstanding as revolving credit borrowings and no amounts of LOCs outstanding under the senior unsecured credit facility. Under the terms of the facility, the Company is required to maintain a minimum net worth of $6.15 billion, which may increase upon any future equity issuances by the Company.

13. Commitments and Contingencies

Leases

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

Commitments

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

As of September 30, 2021, the Company had off-balance sheet commitments to acquire mortgage loans of $127 and purchase limited partnerships and private placement investments of $961, of which $319 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, 2021		December 31, 2020
Fixed maturity collateral pledged to FHLB (1)	$	1,785	$	1,386
FHLB restricted stock(2)	74		54
Other fixed maturities-state deposits	47		47
Cash and cash equivalents	38		15
Securities pledged(3)	1,320		449
Total restricted assets	$	3,264	$	1,951

(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 $989 and $197 as of September 30, 2021 and December 31, 2020, respectively. In addition, as of September 30, 2021 and December 31, 2020, the Company delivered securities as collateral of $206 and $170 and repurchase agreements of $125 and $82, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the Condensed Consolidated Balance Sheets.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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, 2021 and December 31, 2020, the Company had $1,326 and $795, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. As of September 30, 2021 and December 31, 2020, assets with a market value of approximately $1,785 and $1,386, 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.

Subsequent to September 30, 2021. the Company issued an additional $145 of funding agreements to the FHLB and pledged additional assets of $100 in support of these contracts.

Litigation, Regulatory Matters and Contingencies

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

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

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

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, 2021, 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 July 8, 2021, the district court denied defendant Express Scripts’ motion for summary judgement. The Company denies the allegations, which it believes are without merit, and intends to defend the case vigorously.

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

Cost of insurance litigation for the Company includes Advance Trust & Life Escrow Services, LTA v. ReliaStar Life Insurance Company (USDC District of Minnesota, No. 1:18-cv-02863) (filed October 5, 2018), a putative class action in which Plaintiff alleges that the Company’s universal life insurance policies only permitted the Company to rely upon the policyholders’ expected future mortality experience to establish the cost of insurance, and that as projected mortality experience improved, the policy language required the Company to decrease the cost of insurance. Plaintiff alleges that the Company did not decrease the cost of insurance as required, thereby breaching its contract with the policyholders, and seeks class certification. The Company denies the allegations in the complaint, believes the complaint to be without merit, and will defend the lawsuit 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 September 30, 2021, approximately $124 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.

14. 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 $314 and $233 as of September 30, 2021 and December 31, 2020, 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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 holds an investment in certain of the CLOs it manages, generally within the unrated and most subordinated tranche of each CLO. 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 5 and 3 CLOs as of September 30, 2021 and December 31, 2020, respectively.

Limited Partnerships ("LPs")

The Company invests in and manages various limited partnerships, including private equity funds and hedge funds. 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 13 and 12 funds, which were structured as partnerships, as of September 30, 2021 and December 31, 2020, respectively.

The non-controlling interest related to these partnerships increased from $1,068 at December 31, 2020 to $1,606 at September 30, 2021. Changes in market value of these investments in partnerships directly impacts the non-controlling interest component of Shareholders' Equity on the Company's Condensed Consolidated Balance Sheets. The change in non-controlling interest was primarily driven by favorable market appreciation, adjusted for contributions and distributions. The Company records the non-controlling interest using a lag methodology relying on the most recent financial information available.

Registered Investment Companies

The Company did not consolidate any sponsored investment funds accounted for as VOEs as of September 30, 2021. The Company deconsolidated one sponsored investment fund accounted for as a VOE as of December 31, 2020, because it was no longer the majority investor in the fund, and as such, did not have a controlling financial interest in the fund.

Fair Value Measurement

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

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

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

Cash and Cash Equivalents

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

CLOs

Corporate loans: Corporate loan investments, which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans maturing at various dates between 2023 and 2029, paying interest at LIBOR, EURIBOR or PRIME plus a spread of up to 10.0%. As of September 30, 2021 and December 31, 2020, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $9 and $20, respectively. Less than 1.0% of the collateral assets were in default as of September 30, 2021 and December 31, 2020.

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

CLO notes: The CLO notes are backed by diversified loan portfolios consisting primarily of senior secured floating rate leveraged loans. Repayment risk is segmented into tranches with credit ratings of these tranches reflecting both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it. The most subordinated tranche bears the first loss and receives the residual payments, if any. The interest rates are generally variable rates based on LIBOR or EURIBOR plus a pre-defined spread, which varies from 0.5% for the more senior tranches to 8.5% for the more subordinated tranches. CLO notes mature in 2026 and 2034, and have a weighted average maturity of 11 years as of September 30, 2021. 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.


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

The following narrative indicates the sensitivity of inputs:

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

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

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

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

Private Equity Funds

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

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

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

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

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

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

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

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

As of September 30, 2021 and December 31, 2020, certain private equity funds maintained term loans and revolving lines of credit of $1,225 and $647, respectively. The term loans mature in three to five years, and the revolving lines of credit are eligible for renewal every three years; all loans bear interest at LIBOR/EURIBOR plus 150 - 215 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, 2021 and December 31, 2020, outstanding borrowings amount to $735 and $491, 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, 2021:


	Level 1		Level 2		Level 3		NAV		Total
Assets

Cash and cash equivalents	$	141	$	—	$	—	$	—	$	141
Corporate loans, at fair value using the fair value option	—		917		—		—		917
Limited partnerships/corporations, at fair value	—		—		—		2,505		2,505




Total assets, at fair value	$	141	$	917	$	—	$	2,505	$	3,563
Liabilities

CLO notes, at fair value using the fair value option	$	—	$	749	$	—	$	—	$	749
Total liabilities, at fair value	$	—	$	749	$	—	$	—	$	749

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of December 31, 2020:


	Level 1		Level 2		Level 3		NAV		Total
Assets

Cash and cash equivalents	$	221	$	—	$	—	$	—	$	221
Corporate loans, at fair value using the fair value option	—		805		—		—		805
Limited partnerships/corporations, at fair value	—		—		—		1,724		1,724




Total assets, at fair value	$	221	$	805	$	—	$	1,724	$	2,750
Liabilities

CLO notes, at fair value using the fair value option	$	—	$	783	$	—	$	—	$	783
Total liabilities, at fair value	$	—	$	783	$	—	$	—	$	783

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, 2021 and 2020, there were no transfers in or out of Level 3 or transfers between Level 1 and Level 2.

Deconsolidation of Certain Investment Entities

The Company had no deconsolidations during the three and nine months ended September 30, 2021. The Company determined its interest in the Pomona Investment Fund was less than a majority of the fund's NAV and therefore did not represent a controlling financial interest. As a result of this determination, the Company deconsolidated one investment entity during the nine months ended September 30, 2020. The Company had no deconsolidations during the three months ended September 30, 2020.


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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, 2021 and December 31, 2020, the Company held $431 and $405 ownership interests, respectively, in unconsolidated CLOs, which also represents the Company's maximum exposure to loss.

LPs

As of September 30, 2021 and December 31, 2020, the Company held $1,671 and $1,476 ownership interests, respectively, in unconsolidated limited partnerships, which also represents the Company's maximum exposure to loss.

Securitizations

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

15. Restructuring

Organizational Restructuring

Pursuant to the Company executing the Resolution MTA and the Individual Life Transaction, the Company sold five of its legal subsidiaries, SLD, SLDI, Roaring River II ("RRII"), Midwestern United Life Insurance Company ("MUL") and Voya American Equities, Inc. ("VAE") to Resolution Life US, which is an insurance holding company newly formed by Resolution Life Group Holdings, L.P. (“RLGH”), a Bermuda-based limited partnership. The Company also executed an agreement with Cetera on June 9, 2021, where Cetera acquired the independent financial planning channel of VFA. Additionally, the Company transferred or ceased usage of a substantial number of administrative systems and is undertaking restructuring efforts to reduce stranded expenses associated with its Individual Life business and independent financial planning channel as well as its corporate and shared services functions. The Company anticipates incurring additional restructuring expenses directly and indirectly related to these dispositions beyond the third quarter of 2021, of $50 - $100 in addition to the $78 incurred during 2020 and $76 incurred for the nine months ended September 30, 2021.

The prior restructuring initiatives disclosed in the 2020 Form 10-K concluded prior to 2021 and the Company does not anticipate incurring any additional restructuring expenses related to those initiatives.

The restructuring activities related to the Individual Life Transaction and the sale of the independent financial planning channel have resulted in recognition of severance and organizational transition costs that are reflected in both continuing operations and discontinued operations. Amounts reflected in continuing operations are reported in Operating expenses in the Condensed


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Consolidated Statements of Operations, but excluded from Adjusted operating earnings before income taxes. These expenses are classified as a component of Other adjustments to Income (loss) from continuing operations before income taxes and consequently are not included in the adjusted operating results of the Company's segments.

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


	Three Months Ended September 30,				Nine Months Ended September 30,				Cumulative Amounts Incurred to Date(1)
	2021		2020		2021		2020
Severance benefits	$	5	$	(3)	$	19	$	(11)	$	80
Organizational transition costs	19		30		57		94		381
Total restructuring expenses	$	24	$	27	$	76	$	83	$	461
Continuing operations	$	24	$	10	$	76	$	46	$	396
Discontinued operations	$	—	$	17	$	—	$	37	$	65

(1) Includes expenses incurred during 2017-2021.

The following table presents the accrued liability associated with Organizational Restructuring expenses as of September 30, 2021:


	Severance Benefits		Organizational Transition Costs		Total
Accrued liability as of January 1, 2021	$	21	$	33	$	54
Provision	19		57		76
Payments	(11)		(72)		(83)

Accrued liability as of September 30, 2021	$	29	$	18	$	47

16. Segments

On January 4, 2021, the Company completed a series of transactions pursuant to the Resolution MTA entered into on December

18, 2019 with Resolution Life US to sell several of its subsidiaries and the related Individual Life and fixed and variable annuities businesses within these subsidiaries. See the Business Held for Sale and Discontinued Operations Note to these Condensed Consolidated Financial Statements.

Measurement

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Company’s financial and operating performance. Each segment’s Adjusted operating earnings before income taxes is calculated by adjusting Income (loss) from continuing operations before income taxes for the following items:

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

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

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

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

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

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

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

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

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Income (loss) from continuing operations before income taxes	$	411	$	(145)	$	2,477	$	(143)
Less Adjustments:
Net investment gains (losses) and related charges and adjustments	(1)		29		66		63
Net guaranteed benefit hedging gains (losses) and related charges and adjustments	(3)		16		2		(36)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment	(173)		(342)		798		(387)
Income (loss) attributable to noncontrolling interest	214		106		661		33
Income (loss) related to early extinguishment of debt	—		—		(10)		—

Dividend payments made to preferred shareholders	14		14		32		32
Other adjustments	(28)		(8)		(86)		(39)
Total adjustments to income (loss) from continuing operations	$	22	$	(185)	$	1,463	$	(333)

Adjusted operating earnings before income taxes by segment:
Wealth Solutions	$	319	$	25	$	869	$	185
Investment Management	63		47		180		106
Health Solutions	71		56		171		154
Corporate	(65)		(88)		(207)		(254)
Total	$	388	$	40	$	1,014	$	190

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

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

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

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


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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total revenues	$	2,009	$	2,071	$	2,555	$	5,425

Adjustments:
Net realized investment gains (losses) and related charges and adjustments	(5)		27		(44)		60
Gains (losses) on change in fair value of derivatives related to guaranteed benefits	(3)		16		2		(36)
Revenues related to businesses exited or to be exited through reinsurance or divestment	57		399		(3,356)		1,075
Revenues attributable to noncontrolling interest	228		116		697		59
Other adjustments	44		80		358		212
Total adjustments to revenues	320		638		$	(2,343)	$	1,370

Adjusted operating revenues by segment:
Wealth Solutions	857		718		$	2,446	$	1,954
Investment Management	200		173		582		467
Health Solutions	606		541		1,796		1,615
Corporate	25		2		73		20
Total	$	1,689	$	1,434	$	4,898	$	4,056

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,
	2021		2020		2021		2020
Investment Management intersegment revenues	$	23	$	28	$	68	$	81


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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

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


	September 30, 2021		December 31, 2020
Wealth Solutions	$	134,485	$	129,801
Investment Management	1,048		1,027
Health Solutions	3,039		2,917
Corporate	26,526		23,535
Total assets, before consolidation(1)	165,098		157,280
Consolidation of investment entities	3,319		2,535
Total assets, excluding assets held for sale	168,417		159,815
Assets held for sale	—		20,703
Total assets	$	168,417	$	180,518

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


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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,” “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, 2021 and 2020 and financial condition as of September 30, 2021 and December 31, 2020. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2020 ("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

On March 15, 2021, the Company announced several updates to our operating model and leadership team. In conjunction with those updates, the Retirement and Employee Benefits segments were renamed to Wealth Solutions and Health Solutions, respectively. We will continue to provide our principal products and services through three segments: Wealth Solutions, Investment Management and Health Solutions. Corporate includes activities not directly related to our segments and certain insignificant run-off activities that are not meaningful to our business strategy. See the Segments Note to our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for further information on our segments.

On June 9, 2021, we completed the sale of the independent financial planning channel of Voya Financial Advisors (“VFA”) to Cetera Financial Group, Inc. (“Cetera”), one of the nation's largest networks of independently managed broker-dealers. In connection with this transaction, we transferred more than 800 independent financial professionals serving retail customers with approximately $38 billion in assets under advisement to Cetera, while retaining approximately 600 field and phone-based financial professionals who support our Wealth Solutions business. In addition, the sale resulted in a gain of $275 million, before income taxes, which was recorded in Other revenue in the accompanying Condensed Consolidated Statements of Operations and was excluded from Adjusted operating earnings for the nine months ended September 30, 2021. The net gain decreased $4 million in the third quarter as a result of the completion of negotiations related to the sales price true-up process consistent with the deal terms.

During the third quarter of 2021, we conducted our annual review of the assumptions and made changes which impacted our segments' results of operations. See DAC/VOBA and Other Intangibles Unlocking and the Critical Accounting Judgements and Estimates Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

Discontinued Operations

The Individual Life Transaction

On January 4, 2021, we completed a series of transactions pursuant to a Master Transaction Agreement (the “Resolution MTA”) entered into on December 18, 2019, with Resolution Life U.S. Holdings Inc., a Delaware corporation (“Resolution Life US”), pursuant to which Resolution Life US acquired Security Life of Denver Company ("SLD"), Security Life of Denver International Limited ("SLDI") and Roaring River II, Inc. ("RRII") including several subsidiaries of SLD.


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The purchase price we received at the closing was based on estimated amounts and was subject to a post-close true-up mechanism pursuant to which the purchase price was adjusted based on SLD’s adjusted book value as of the closing date. In addition to cash consideration, proceeds included an approximately $225 million interest in RLGH and certain other affiliates of Resolution Life US, and $123 million principal amount in surplus notes issued by SLD. In connection with the closing, $100 million was deferred in cash proceeds for a period of up to 42 months, subject to an adjustment mechanism based on certain financial contingencies affecting SLD over that period. In addition, in connection with the unwind of certain guarantee obligations affecting portions of SLD’s business, in lieu of $60 million of cash proceeds, we received approximately $60 million in additional preferred equity interests in Resolution Life US affiliates. During the third quarter of 2021, we completed the post-close true-up process with Resolution Life US which resulted in an immaterial increase to loss on sale of $1 million that was recorded in the Condensed Consolidated Statements of Operations for the third quarter of 2021. Additionally, We received $100 million from Resolution Life US which was deferred at the time of close as mentioned above.

We determined that the legal entities sold and the Individual Life and Annuities businesses within these entities met the criteria to be classified as held for sale and that the sale represented a strategic shift that will have a major effect on our operations. Accordingly, the results of operations of the businesses sold are presented as discontinued operations, and the assets and liabilities of the related businesses are classified as held for sale and segregated for all periods presented in this Quarterly Report on Form 10-Q.

As of December 31, 2020, we recorded an estimated loss on sale, net of tax of $1,466 million to write down the carrying value of the businesses held for sale to estimated fair value, which was based on the estimated sales price of the Individual Life Transaction (as defined above) as of December 31, 2020, less cost to sell and other adjustments in accordance with the Resolution MTA. Income (loss) from discontinued operations, net of tax, for the nine months ended September 30, 2021, includes an estimated reduction to the loss on sale of $7 million, net of tax. The estimated loss on sale, net of tax as of September 30, 2021, of $1,459 million, represents the excess of the estimated carrying value of the businesses sold over the estimated purchase price, which approximates fair value, less cost to sell. As a result of the close of the Individual Life Transaction, the net aggregate reduction in Total shareholders' equity, excluding Accumulated other comprehensive income (“AOCI”), was $0.6 billion. The net aggregate reduction in Total shareholders’ equity, including AOCI, was $2.3 billion. This includes the impact of the cumulative estimated loss on sale as well as the reversal of the AOCI related to the entities sold.

Refer to Discontinued Operations Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for disclosures related to the reinsurance transactions.

Upon the close of the Individual Life transaction, we continue to hold an insignificant number of Individual Life, and non-Wealth Solutions annuities policies which together with the businesses sold through divestment or reinsurance will be referred to as "divested businesses".


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	Nine Months Ended September 30,
	2021		2020
Revenues:
Net investment income	$	—	$	485
Fee income	—		596
Premiums	—		21
Total net realized capital gains (losses)	—		20
Other revenue	—		(13)
Total revenues	—		1,109
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders (1)	—		947
Operating expenses	—		107
Net amortization of Deferred policy acquisition costs and Value of business acquired(2)	—		215
Interest expense	—		5
Total benefits and expenses	—		1,274
Income (loss) from discontinued operations before income taxes	—		(165)
Income tax expense (benefit)	—		(35)
Adjustment to loss on sale, net of tax	7		(233)
Income (loss) from discontinued operations, net of tax	$	7	$	(363)

Trends and Uncertainties

We describe known material trends and uncertainties that might affect our business in our Annual Report on Form 10-K for the year ended December 31, 2020, under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends and Uncertainties", and in other sections of that document, including "Risk Factors". In addition, we describe below in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") more recently developing known trends and uncertainties that we believe may materially affect our future liquidity, financial condition or results of operations. All statements in this section, other than statements of historical fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For a discussion of factors that could cause actual results, performance, or events to differ from those discussed in any forward-looking statement, including in a material manner, see “Note Concerning Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

COVID-19 and its Effect on the Global Economy

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


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Effect on Voya Financial - Financial Condition, Capital and Liquidity

Because both public health and economic circumstances are changing so rapidly at present, it is impossible to predict how COVID-19 will affect Voya Financial’s future financial condition. Absent a further significant and prolonged market shock, however, we do not anticipate a material effect on our balance sheet, statutory capital, or liquidity. Our capital levels remain strong and significantly above our targets. As of September 30, 2021, our estimated combined RBC ratio was 550%, above our 400% target.

Although we paused our repurchase program later in the first quarter of 2020 as a prudent measure in light of current market uncertainties, we restarted this program in the last quarter of 2020 and since then have completed repurchases of approximately $953 million of our common shares as of September 30, 2021. In January and October 2021, we increased our common shareholder dividend by 10% and 21%, respectively. We do not anticipate any reduction in our dividend and continue to monitor the dividends-paying capacity of our insurance subsidiaries. We have distributed $910 million from our insurance subsidiaries in the first nine months of 2021.

Effect on Voya Financial - Results of Operations

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

Wealth Solutions

In Wealth Solutions, we initially experienced pressure on earnings driven by equity market volatility as well as lower interest rates, with effects weighted more heavily towards our full-service corporate markets business and less on recordkeeping business. While equity market improvements over the last year have resulted in higher AUM levels and positive favorable results in fee-based income, we estimate that lower interest rates will continue to contribute to a lower spread-based income. Longer-term effects will depend significantly on equity market performance and prevailing interest rate levels, as well as unemployment levels. We believe that expense reductions and other management actions would be available to offset a portion of any impact.

Investment Management

In Investment Management, the overall market improvement over the last year contributed to AUM levels and higher fee-based margin. In addition, Investment capital has been revaluated higher over the last year, however if the economy declines due to COVID-19 and emerging variants, investment capital results could materially decline. We had seen an elevated level of outflows associated with our retail business at the outset of the pandemic that has since subsided. The pandemic has made generating new business leads more challenging, resulting in a reduction in sales meetings and activities that could result in a lower level of sales activity during the year. If the pandemic persists and the economy fails to grow or declines from current levels, asset values could be negatively impacted resulting in lower management fee revenue and/or investment capital returns.

Health Solutions

In Health Solutions, the reduction in premium revenues due to COVID-19 has not been material. The effects from COVID-19 have been seen primarily in increased mortality claims on group life policies. We do not expect a significant increase in medical stop loss claims, since we believe most COVID-19 related claims are likely to fall below applicable deductibles; our experience to date has been consistent with this expectation.

We expect mortality claims in group life to be elevated in 2021 due to COVID-19 related deaths, with the magnitude of such claims dependent on mortality rates from the disease. We currently estimate that, for every 10,000 incremental deaths in the United States due to COVID-19, we would see approximately $1 to $2 million of additional claims. Experience to date is consistent with this expectation, though the rate has exceeded the range over the last two quarters.


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Interest Rate Environment

We believe the interest rate environment will continue to influence our business and financial performance in the future for several reasons, including the following:

•Our general account investment portfolio, which was approximately $46.0 billion as of September 30, 2021, consists predominantly of fixed income investments. In the near term, we expect the yield we earn on new investments will be lower than the yields we earn on maturing investments, which were generally purchased in environments where interest rates were higher than current levels. We currently anticipate that proceeds that are reinvested in fixed income investments during 2021 will earn an average yield below the prevailing portfolio yield. If interest rates were to rise, we expect the yield on our new money investments would also rise and gradually converge toward the yield of those maturing assets. In addition, while less material to financial results than new money investment rates, movements in prevailing interest rates also influence the prices of fixed income investments that we sell on the secondary market rather than holding until maturity or repayment, with rising interest rates generally leading to lower prices in the secondary market, and falling interest rates generally leading to higher prices.

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

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

Stranded Costs

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

Restructuring

Organizational Restructuring


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transferred or ceased usage of a substantial number of administrative systems and is undertaking restructuring efforts to reduce stranded expenses associated with its Individual Life business and independent financial planning channel as well as its corporate and shared services functions. The Company anticipates incurring additional restructuring expenses directly and indirectly related to these dispositions beyond the third quarter of 2021, of $50 - $100 in addition to the $78 incurred during 2020 and $76 incurred for the nine months ended September 30, 2021.

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

Environmental, Social and Governance (“ESG”)

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

Environmental

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

Social

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

Governance

Our Board of directors consists of our Chairman and CEO, together with 8 independent directors, including a lead independent director, each of whom is elected annually. Our Board also represents a diverse array of tenures, experiences and backgrounds, including gender parity.

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

Operating Measures

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

Terminology Definitions

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

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


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Results of Operations - Company Condensed Consolidated

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


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2021		2020		Change		2021		2020		Change
Revenues:
Net investment income	$	731	$	800	$	(69)	$	2,101	$	2,084	$	17
Fee income	487		507		(20)		1,381		1,476		(95)
Premiums	573		604		(31)		(3,898)		1,819		(5,717)
Net realized capital gains (losses)	(103)		(70)		(33)		1,602		(304)		1,906
Other revenue	46		90		(44)		530		263		267
Income (loss) related to consolidated investment entities	275		140		135		839		87		752


Total revenues	2,009		2,071		(62)		2,555		5,425		(2,870)
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	714		1,299		(585)		(2,790)		3,178		(5,968)
Operating expenses	642		630		12		1,950		1,913		37
Net amortization of Deferred policy acquisition costs and Value of business acquired (1)	190		241		(51)		755		336		419
Interest expense	39		40		(1)		127		120		7
Operating expenses related to consolidated investment entities	13		6		7		36		21		15
Total benefits and expenses	1,598		2,216		(618)		78		5,568		(5,490)
Income (loss) from continuing operations before income taxes	411		(145)		556		2,477		(143)		2,620
Income tax expense (benefit)	40		(72)		112		104		(72)		176
Income (loss) from continuing operations	371		(73)		444		2,373		(71)		2,444
Income (loss) from discontinued operations, net of tax	(1)		(140)		139		7		(363)		370
Net Income (loss)	370		(213)		583		2,380		(434)		2,814
Less: Net income (loss) attributable to noncontrolling interest	214		106		108		661		33		628
Less: Preferred stock dividends	14		14		—		32		32		—
Net income (loss) available to our common shareholders	$	142	$	(333)	$	475	$	1,687	$	(499)	$	2,186

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


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


	As of September 30,
($ in millions)	2021		2020
AUM and AUA:
Wealth Solutions(1)	$	524,466	$	482,546
Investment Management(1)	313,399		291,441
Health Solutions	1,941		1,879
Eliminations/Other	(122,282)		(118,388)
Total AUM and AUA(1)(2)	$	717,524	$	657,478

AUM	387,044		345,601
AUA(1)	330,480		311,877
Total AUM and AUA(1)(2)	$	717,524	$	657,478

(1) Wealth Solutions and Investment Management include Assets Under Advisement, which are presented in AUA.

(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.

For additional information on reconciliations of Income (loss) from continuing operations to Adjusted operating earnings before

income taxes and Total revenues to Adjusted operating revenues, and their relative contributions of each segment, see Segments

Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Consolidated - Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Total Revenues

Total revenues decreased $62 million from $2,071 million to $2,009 million. The following items contributed to the overall decrease.

Net investment income decreased $69 million from $800 million to $731 million primarily due to:

•transfer of assets to a comfort trust pursuant to the reinsurance agreements entered into concurrent with the closing of the Individual Life Transaction.

The decrease was partially offset by:

•higher alternative investment and prepayment fee income in the current period primarily driven by the impact of equity market performance.

Fee income decreased $20 million from $507 million to $487 million primarily due to:

•lower fee income compared to the prior period due to the close of the Individual Life Transaction in both businesses exited and Investment Management.

The decrease was partially offset by:

•an increase in average separate account, institutional/mutual fund and external client AUM in Wealth Solutions and Investment Management driven by market performance and positive net flows.

Premiums decreased $31 million from $604 million to $573 million primarily due to:

•lower premiums compared to the prior period due to the close of the Individual Life Transaction.

The decrease was partially offset by:

•higher premiums driven by growth in the Stop Loss and Voluntary blocks of business in Health Solutions.


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Net realized capital losses increased $33 million from $70 million to $103 million primarily due to:

•an unfavorable change in the fair value of guaranteed benefit derivatives excluding nonperformance risk as a result of interest rate movements;

•higher impairments primarily related to CECL in the current period;

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

The increase was partially offset by:

•lower unfavorable mark-to-market adjustments on securities subject to fair value option accounting in the current period compared to the prior period.

Other revenue decreased $44 million from $90 million to $46 million primarily due to:

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

The decrease was partially offset by:

•revenue from transition services agreements resulting from the close of the Individual Life Transaction.

Income (loss) related to consolidated investment entities increased $135 million from $140 million to $275 million primarily due to:

•increase in investments in limited partnerships;

•equity market impacts to limited partnership valuations; and

•new funds launched during the current period.

Total Benefits and Expenses

Total benefits and expenses decreased $618 million from $2,216 million to $1,598 million. The following items contributed to the overall decrease.

Interest credited and other benefits to contract owners/policyholders decreased $585 million from $1,299 million to $714 million primarily due to:

•loss recognition and annual assumptions update unlocking during the prior year related to our businesses ceded at the close of the Individual Life Transaction;

•lower benefits compared to the prior year due to the close of the Individual Life Transaction; and

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

The decrease was partially offset by:

•higher claims in Group Life, primarily related to COVID-19, and growth in Stop Loss and Voluntary blocks of business, partially offset by a lower Voluntary loss ratio and other reserve adjustments in Health Solutions.

Operating expenses increased $12 million from $630 million to $642 million primarily due to:

•an increase in growth-based expenses in Wealth Solutions and Health Solutions;

•higher incentive compensation in Corporate due to strong performance in the current period;

•a litigation reserve during the current period and a favorable adjustment to litigation reserves in the prior period in Wealth Solutions;

•higher restructuring charges in the current period; and

•higher compensation related expenses in our Investment Management segment primarily associated with higher earnings in the current period.


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The increase was partially offset by:

•lower expenses driven by close of the Individual Life Transaction and the sale of the independent financial planning channel of VFA;

•lower stranded costs in the current period related to the Individual Life Transaction due to increased benefits from cost savings;

•lower amortization of intangible assets in Corporate related to a prior acquisition that became fully amortized during the third quarter of 2020; and

•a favorable change in quarterly pension costs.

Net amortization of DAC/VOBA decreased $51 million from $241 million to $190 million primarily due to:

•a favorable change in Wealth Solutions unlocking primarily driven by unfavorable annual assumption update impacts in the prior period compared to favorable impacts in the current period.

The decrease was partially offset by:

•unfavorable annual assumption updates resulting in a write-down of DAC and VOBA, partially offset by unfavorable assumption updates in the prior period related to our businesses ceded to SLD at the close of the Individual Life Transaction; and

•higher amortization on higher gross profits in Wealth Solutions.

Income Tax Expense/(Benefit)

Income tax expense/(benefit) changed $112 million from a benefit of $72 million to an expense of $40 million primarily due to:

•an increase in income before income taxes; and

•a decrease in the dividends received deduction ("DRD").

The change was partially offset by:

•an increase in noncontrolling interest.

Loss from Discontinued Operations, net of Tax

Loss from discontinued operations, net of tax decreased $139 million from $140 million to $1 million primarily due to:

•net losses from discontinued operations, net of tax in the prior period which ceased at the close of the Individual Life Transaction.

The decrease was partially offset by:

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

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

Net investment gains (losses) and related charges and adjustments changed $30 million from gains of $29 million to losses of $1 million primarily due to:

•unfavorable mark-to-market adjustments on securities subject to fair value option accounting; and

•higher impairments primarily related to CECL in the current period.

Net guaranteed benefit hedging gains (losses) and related charges and adjustments changed $19 million from a gain of $16 million to a loss of $3 million primarily due to:

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


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Loss related to businesses exited or to be exited through reinsurance or divestment decreased $169 million from $342 million to $173 million primarily due to:

•prior period net losses, including loss recognition and unfavorable unlocking driven by annual assumption updates partially offset by favorable alternative investment performance, related to the Individual Life and the Non-Wealth Solution Annuities businesses in RLI, VRIAC, and RLNY that were ceded to SLD at the close of the Individual Life Transaction.

The decrease was partially offset by:

•a write-down of DAC and VOBA related to our businesses ceded to SLD at the close of the Individual Life Transaction primarily driven by the annual assumption updates;

•amortization of intangibles related to the businesses ceded to SLD at the close of the Individual Life Transaction; and

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

Other adjustments to operating earnings increased $20 million from a loss of $8 million to a loss of $28 million primarily due to:

•higher costs recorded in the current period related to restructuring. See the Restructuring Note in Part I, Item 1. of this Quarterly Report on Form 10-Q for further description.

Consolidated - Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Net Income (Loss)

Total revenues decreased $2,870 million from $5,425 million to $2,555 million. The following items contributed to the overall decrease.

Net investment income increased $17 million from $2,084 million to $2,101 million primarily due to:

•higher alternative investment and prepayment fee income in the current period primarily driven by the impact of equity market performance.

The increase was partially offset by:

•transfer of assets to a comfort trust pursuant to the reinsurance agreements entered into concurrent with the closing of the Individual Life Transaction.

Fee income decreased $95 million from $1,476 million to $1,381 million primarily due to:

•lower fee income compared to the prior period due to the close of the Individual Life Transaction in both businesses exited and Investment Management.

The decrease was partially offset by:

•an increase in average separate account, institutional/mutual fund and external client AUM in Wealth Solutions and Investment Management driven by market performance and positive net flows.

Premiums decreased $5,717 million from $1,819 million to $(3,898) million primarily due to:

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

The decrease was partially offset by:

•higher premiums driven by growth in the Stop Loss and Voluntary blocks of business in Health Solutions.


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Net realized capital gains (losses) changed $1,906 million from a loss of $304 million to a gain of $1,602 million primarily due to:

•realized gains on the transfer of assets to a comfort trust pursuant to reinsurance agreements entered into concurrent with the close of the Individual Life Transaction;

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

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

•a favorable change in the fair value of guaranteed benefit derivatives excluding nonperformance risk as a result of interest rate movements.

The change was partially offset by:

•unfavorable mark-to-market adjustments on securities subject to fair value option accounting primarily driven by a general market re-pricing of prepayment risk; and

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

Other revenue increased $267 million from $263 million to $530 million primarily due to:

•a net gain related to the sale of the independent financial planning channel of VFA; and

•revenue from transition services agreements resulting from the close of the Individual Life Transaction.

The increase was partially offset by:

•lower revenues driven by the sale of the independent financial planning channel of VFA.

Income (loss) related to consolidated investment entities increased $752 million from $87 million to $839 million primarily due to:

•increase in investments in limited partnerships;

•equity market impacts to limited partnership valuations; and

•new funds launched during the current period.

Total benefits and expenses decreased $5,490 million from $5,568 million to $78 million. The following items contributed to the overall decrease.

Interest credited and other benefits to contract owners/policyholders decreased $5,968 million from $3,178 million to $(2,790) million primarily due to:

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

•loss recognition and annual assumptions update unlocking during the prior year related to our businesses reinsured at the close of the Individual Life Transaction; and

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

The decrease was partially offset by:

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

•higher claims in Group Life, primarily related to COVID-19, and growth in Stop Loss and Voluntary blocks of business, partially offset by lower Voluntary loss ratios and other reserve adjustments in Health Solutions;

•an increase in the allowance for losses on reinsurance recoverables; and

•actual versus expected mortality in the current period for the businesses ceded to SLD related to claims prior to the close of the Individual Life Transaction.


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Operating expenses increased $37 million from $1,913 million to $1,950 million primarily due to:

•an increase in growth-based expenses in Wealth Solutions and Health Solutions;

•higher incentive compensation in Corporate due to strong performance in the current period;

•higher compensation related expenses in our Investment Management segment primarily associated with higher earnings in the current period;

•higher restructuring charges in the current period; and

•higher litigation reserves during the current period compared to the prior period in Wealth Solutions.

The increase was partially offset by:

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

•lower expenses driven by the close of the Individual Life Transaction and sale of the independent financial planning channel of VFA;

•lower stranded costs in the current period related to the Individual Life Transaction due to increased benefits from cost savings;

•lower amortization of intangible assets in Corporate related to a prior acquisition that became fully amortized during the third quarter of 2020; and

•a favorable change in quarterly pension costs.

Net amortization of DAC/VOBA increased $419 million from $336 million to $755 million primarily due to:

•higher amortization on higher gross profits in Wealth Solutions.

The increase was partially offset by:

•favorable Wealth Solutions annual assumption update unlocking in the current period compared to unfavorable unlocking in the prior year; and

•a favorable change in unlocking in Wealth Solutions primarily driven by separate account market performance in the current period.

Income Tax Expense/(Benefit)

Income tax expense/(benefit) changed $176 million from a benefit of $(72) million to an expense of $104 million primarily due to:

•an increase in income before income taxes.

The change was partially offset by:

•the release of a stranded tax benefit in Other Comprehensive Income; and

•an increase in noncontrolling interest.


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Income (Loss) from Discontinued Operations, net of Tax

Income (loss) from discontinued operations, net of tax changed $370 million from a loss of $363 million to a gain of $7 million primarily due to:

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

•net losses from discontinued operations, net of tax in the prior period which ceased at the close of the Individual Life Transaction.

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

Net investment gains and related charges and adjustments increased $3 million from $63 million to $66 million primarily due to:

•a realized gain driven by the sale of our stake in a limited partnership interest; and

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

The increase was partially offset by:

•unfavorable mark-to-market adjustments on securities subject to fair value option accounting primarily driven by a general market re-pricing of prepayment risk.

Net guaranteed benefit hedging gains and related charges and adjustments changed $38 million from a loss of $36 million to a gain of $2 million primarily due to:

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

Income (loss) related to businesses exited through reinsurance or divestment changed $1,185 million from a loss of $387 million to a gain of $798 million primarily due to:

•realized gains net of related intangible amortization and loss recognition due to transfer of assets to a comfort trust pursuant to reinsurance agreements entered into concurrent with the close of the Individual Life Transaction;

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

•net losses, including loss recognition and unfavorable unlocking driven by annual assumption updates and unfavorable alternative investment performance, in the prior period related to the Individual Life and the Non-Wealth Solution Annuities businesses in RLI, VRIAC, and RLNY that were ceded to SLD at the close of the Individual Life Transaction.

The change was partially offset by:

•a write-down of DAC and VOBA related to our businesses ceded to SLD at the close of the Individual Life Transaction primarily driven by the annual assumption updates;

•amortization of intangibles related to the businesses ceded to SLD at the close of the Individual Life Transaction; and

•actual versus expected mortality in the current period for the businesses ceded to SLD related to claims prior to the close of the Individual Life Transaction.

Loss related to early extinguishment of debt increased $10 million primarily due to:

•Losses in connection with repurchased debt during the current period.

Other adjustments to operating earnings increased $47 million from a loss of $39 million to a loss of $86 million primarily due to:

•higher costs recorded in the current period related to restructuring. See the Restructuring Note in Part I, Item 1. of this Quarterly Report on Form 10-Q for further description.


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Results of Operations - Segment by Segment

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

Wealth Solutions

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


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2021		2020		2021		2020
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	571	$	473	$	1,605	$	1,246
Fee income	272		222		786		635
Premiums	—		—		—		8
Other revenue	14		23		56		65
Total adjusted operating revenues	857		718		2,446		1,954
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	227		249		667		724
Operating expenses	288		254		848		806
Net amortization of DAC/VOBA	23		190		63		238

Total operating benefits and expenses	538		693		1,578		1,769
Adjusted operating earnings before income taxes (1)	$	319	$	25	$	869	$	185

(1) Three months ended September 30, 2021 includes $10 million favorable unlocking related to annual review of the assumptions. See DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

The following tables present AUM and AUA for our Wealth Solutions segment as of the dates indicated:


	As of September 30,
($ in millions)	2021		2020
Corporate markets	$	95,456	$	77,915
Tax-exempt markets	84,929		74,753
Total full service plans	180,385		152,668
Stable value(1) and pension risk transfer	10,327		11,955
Retail wealth management	12,984		11,031
Total AUM(1)	203,696		175,654
AUA(2)	320,770		306,892
Total AUM and AUA(1)(2)	$	524,466	$	482,546

(1) Where Voya is the Investment Manager. Stable Value assets move from AUM to AUA when Voya no longer serves as Investment Manager but continues to provide a book value guarantee.

(2) Assets Under Advisement, presented in AUA, includes recordkeeping, stable value investment-only wrap, brokerage and investment advisory assets.


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	As of September 30,
($ in millions)	2021		2020
General Account	$	33,519	$	34,382
Separate Account	91,396		78,388
Mutual Fund/Institutional Funds	78,781		62,884
AUA(1)	320,770		306,892
Total AUM and AUA(1)	$	524,466	$	482,546

(1) Assets Under Advisement, presented in AUA, includes recordkeeping, stable value investment-only wrap, brokerage and investment advisory assets.

The following table presents a rollforward of AUM for our Wealth Solutions segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2021		2020		2021		2020
Balance as of beginning of period	$	204,017	$	163,796	$	189,579	$	164,747

Deposits	5,898		8,104		18,035		19,271
Surrenders, benefits and product charges	(5,727)		(4,549)		(17,157)		(14,336)
Net flows	171		3,555		877		4,935
Interest credited and investment performance	(492)		8,303		13,240		5,972
Balance as of end of period	$	203,696	$	175,654	$	203,696	$	175,654

Wealth Solutions - Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Adjusted operating earnings before income taxes increased $294 million from $25 million to $319 million primarily due to:

•a favorable change DAC unlocking primarily due to unfavorable assumption updates in the prior year;

•higher alternative asset income;

•higher fee revenue driven by higher average equity markets and positive net flows, partially offset by the impact of the Financial Planning Channel sale; and

•higher investment margin.

The increase was partially offset by:

•a current period legal accrual and a favorable adjustment to a legal accrual in the prior year; and

•higher expenses primarily driven by business growth, partially offset by the impact of the Financial Planning Channel sale.

Wealth Solutions - Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Adjusted operating earnings before income taxes increased $684 million from $185 million to $869 million primarily due to:

•higher alternative asset income;

•a favorable change in DAC unlocking primarily due to equity market performance and unfavorable assumption updates in the prior year;

•higher fee revenue driven by higher average equity markets and positive net flows, partially offset by the impact of the Financial Planning Channel sale; and

•higher investment margin.

The increase was partially offset by:

•higher expenses primarily driven by business growth, partially offset by the impact of the Financial Planning Channel sale;

•higher amortization of DAC driven by higher gross profits; and

•a higher current period legal accrual compared to the prior 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)	2021		2020		2021		2020
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	28	$	16	$	84	$	(3)
Fee income	167		154		488		459
Other revenue	5		4		10		12
Total adjusted operating revenues	200		173		582		467
Operating benefits and expenses:
Operating expenses	138		126		402		361
Total operating benefits and expenses	138		126		402		361
Adjusted operating earnings before income taxes	$	63	$	47	$	180	$	106

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)	2021		2020		2021		2020
Investment Management intersegment revenues	$	23	$	28	$	68	$	81

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


	As of September 30,
($ in millions)	2021		2020
External clients:
Institutional(1)	$	138,332	$	110,019
Retail(1)	75,352		70,367
Total external clients	213,684		180,385
General account	39,049		57,815
Total AUM(1)	252,733		238,200
AUA(2)	60,666		53,241
Total AUM and AUA(1)(2)	$	313,399	$	291,441

(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,
	2021		2020		2021		2020
Net Flows:
Institutional(1)	$	(753)	$	2,016	$	(441)	$	11,177
Retail	(341)		9		(784)		(1,188)
Divested businesses	(708)		(605)		(2,213)		(1,827)
Total(1)	$	(1,802)	$	1,420	$	(3,438)	$	8,162

(1) Starting Q1 2021, amounts exclude liquidity related cash flow activities. Historical periods presented have been revised to conform with this presentational change.


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Investment Management - Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Adjusted operating earnings before income taxes increased $16 million from $47 million to $63 million primarily due to:

•higher fee revenue primarily driven by higher average equity markets, partially offset by a decline in fees earned as a result of the Individual Life Transaction; and

•higher investment capital returns.

The increase was partially offset by:

•higher operating expenses primarily driven by variable compensation due to higher earnings.

Investment Management - Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Adjusted operating earnings before income taxes increased $74 million from $106 million to $180 million primarily due to:

•higher investment capital returns; and

•higher fee revenue primarily driven by higher average equity markets, partially offset by a decline in fees earned as a result of the Individual Life Transaction.

The increase was partially offset by:

•higher operating expenses primarily driven by variable compensation due to higher earnings.

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)	2021		2020		2021		2020
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	46	$	33	$	124	$	80
Fee income	19		15		50		46
Premiums	543		494		1,628		1,494
Other revenue	(2)		(1)		(5)		(5)
Total adjusted operating revenues	606		541		1,796		1,615
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	406		372		1,247		1,119
Operating expenses	122		108		358		327
Net amortization of DAC/VOBA	7		6		20		15
Total operating benefits and expenses	535		485		1,625		1,461
Adjusted operating earnings before income taxes	$	71	$	56	$	171	$	154


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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)	2021			2020			2021			2020
Sales by Product Line:
Group life and Disability	$	18		$	11		$	99		$	113
Stop loss	24			35			341			293

Total group products	42			46			440			406
Voluntary products	11			8			122			129
Total sales by product line	$	53		$	54		$	561		$	535

Total gross premiums and deposits	$	611		$	554		$	1,820		$	1,677

Group life and Disability	$	771		$	702		$	771		$	702
Stop loss	1,184			1,091			1,184			1,091
Voluntary	561			474			561			474

Total annualized in-force premiums	$	2,515		$	2,267		$	2,515		$	2,267

Loss Ratios:
Group life (interest adjusted)	95.6		%	81.9		%	94.9		%	81.3		%
Stop loss	77.5		%	79.8		%	77.1		%	77.1		%
Total Loss Ratio(1)	71.6		%	69.7		%	71.6		%	69.7		%

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

Health Solutions - Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Adjusted Operating earnings before income taxes increased $15 million from $56 million to $71 million primarily due to:

•higher premiums driven by growth of the Voluntary blocks and Stop Loss blocks of business; and

•higher alternative asset income.

The increase was partially offset by:

•higher benefits incurred due to growth in business and COVID-19 impacts, partially offset by lower Stop Loss and Voluntary loss ratios; and

•higher distribution expenses and commissions to support business growth.

Health Solutions - Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Adjusted Operating earnings before income taxes increased $17 million from $154 million to $171 million primarily due to:

•higher premiums driven by growth of the Stop Loss and Voluntary blocks of business; and

•higher alternative asset income.

The increase was partially offset by:

•higher benefits incurred due to growth in business and COVID-19 impacts, partially offset by a lower Voluntary loss ratio; and

•higher distribution expenses and commissions to support business growth.


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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)	2021		2020		2021		2020
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	1	$	1	$	3	$	16


Other revenue	24		1		69		4
Total adjusted operating revenues	25		2		73		20
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	—		2		—		16
Operating expenses(1)	34		30		123		96

Interest expense(2)	56		57		156		162
Total operating benefits and expenses	90		90		279		274
Adjusted operating earnings before income taxes	$	(65)	$	(88)	$	(207)	$	(254)

(1) Includes expenses from corporate activities, and expenses not allocated to our segments. Three months and nine months ended September 30, 2021 and 2020 primarily include stranded costs related to the divested businesses and amortization of intangibles.

(2) Includes dividend payments made to preferred shareholders.

Corporate - Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Adjusted operating earnings before income taxes improved $23 million from a loss of $88 million to a loss of $65 million primarily due to:

•revenue resulting from transition services agreements associated with the Individual Life Transaction;

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

•lower amortization associated with intangibles that became fully amortized in the third quarter of 2020.

The improvement was partially offset by:

•higher incentive compensation expense in the current period driven by an increase in adjusted operating earnings before taxes.

Corporate - Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Adjusted operating earnings before income taxes improved $47 million from a loss of $254 million to a loss of $207 million primarily due to:

•revenue resulting from transition services agreements associated with the Individual Life Transaction;

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

•lower amortization associated with intangibles that became fully amortized in the third quarter of 2020.

The improvement was partially offset by:

•higher incentive compensation expense in the current period driven by an increase in adjusted operating earnings before taxes.

Alternative Investment Income

Investment income on certain alternative investments can be volatile due to changes in market conditions. The following table presents the amount of investment income (loss) on certain alternative investments that is included in segment Adjusted operating earnings before income taxes and the average level of assets in each segment, prior to intercompany eliminations,


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which excludes alternative investments and income that are a component of Assets held for sale, Income (loss) related to businesses exited or to be exited through reinsurance or divestment and Income (loss) from discontinued operations, net of tax, respectively. 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)	2021		2020		2021		2020
Wealth Solutions:
Alternative investment income	$	166	$	62	$	395	$	27
Average alternative investment	1,439		852		1,311		877
Investment Management:
Alternative investment income	28		16		84		(3)
Average alternative investment	331		242		303		229
Health Solutions:
Alternative investment income	17		7		39		4
Average alternative investment	145		100		127		98

DAC/VOBA and Other Intangibles Unlocking

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

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

The DAC/VOBA and other intangibles unlocking in the table below includes the net impact of the annual review of the assumptions. During the third quarter of 2021 and 2020, we completed our annual review of the assumptions, including projection model inputs, in each of our segments (except for Investment Management, for which assumption reviews are not relevant). As a result of this review, we have made a number of changes to our assumptions resulting in a net favorable impact of $10 million to Adjusted operating earnings before income taxes in 2021 and a net unfavorable impact of $175 million to Adjusted operating earnings before income taxes in 2020. The favorable unlocking in third quarter 2021 was driven principally


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by changes in our asset return assumptions. The unfavorable unlocking in third quarter 2020 was driven principally by reductions in the long-term interest rates of 175 basis points and long-term equity rate of return of 100 basis points in our Wealth Solutions business.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2021		2020		2021		2020
Wealth Solutions	$	7	$	(172)	$	28	$	(179)

Total DAC/VOBA and other intangibles unlocking	$	7	$	(172)	$	28	$	(179)

We also review the estimated gross profits for each of our blocks of business to determine recoverability of DAC/VOBA and other intangibles each period. If these assets are deemed to be unrecoverable, a write-down is recorded that is referred to as loss recognition. For the current quarter, the review did not result in material loss recognition or premium deficiency reserve that impacted Adjusted operating earnings before income taxes. During the quarter ended September 30, 2020, our annual review of the assumptions resulted in establishment of premium deficiency reserve, related to the reductions in long-term interest rates, of $68 million, $10 million of which was reflected in Adjusted operating earnings before income taxes and included in the table above. The remaining $58 million was excluded from Adjusted operating earnings before income taxes and reflected in Income (loss) from businesses exited or to be exited through reinsurance. See Critical Accounting Judgments and Estimates in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

Liquidity and Capital Resources

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

Consolidated Sources and Uses of Liquidity and Capital

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

Parent Company Sources and Uses of Liquidity

Voya Financial, Inc. is largely dependent on cash flows from its operating subsidiaries to meet its obligations. The principal sources of funds available to Voya Financial, Inc. include dividends and returns of capital from its operating subsidiaries, as well as cash and short-term investments, and proceeds from debt issuances, borrowing facilities and equity securities issuances. These sources of funds include the $500 million revolving credit sublimit of our Third Amended and Restated Credit Agreement and reciprocal borrowing facilities maintained with Voya Financial, Inc.'s subsidiaries as well as alternate sources of liquidity described below.

Business divestitures have also provided an important source of liquidity in recent periods, including through a significant increase in excess capital levels as a result of the completion of the Individual Life transaction in January 2021. We estimate that our excess capital (which we define as the amount of capital and surplus in our insurance subsidiaries above our 400% RBC target, plus the amount of holding company liquidity above our $200 million target) as of September 30, 2021, was approximately $1.9 billion. During the third quarter of 2021, the Company and Resolution Life US completed the post-close true-up process which resulted in an immaterial increase to loss on sale of $1 million that was recorded in the Condensed Consolidated Statements of Operations for the third quarter of 2021. Additionally, the Company received the $100 million of cash proceeds from Resolution Life US in the third quarter of 2021 which was deferred at the time of closing.


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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)	2021		2020
Beginning cash and cash equivalents balance	$	229	$	212
Sources:


Proceeds from loans from subsidiaries, net of repayments	42		362

Dividends and returns of capital from subsidiaries	1,559		294

Proceeds from Resolution sale	672		—




Collateral received, net	—		4

Refund of income taxes, net	—		112
Sale of interest in wholly owned subsidiary	80		—



Collateral received, net	5		—
Asset maturities and investment income, net	190		—
Other, net	—		6
Total sources	2,548		778
Uses:


Repurchase of Senior Notes	76		—
Premium paid and other fees related to debt extinguishment	9		—
Payment of interest expense	90		93
Capital provided to subsidiaries	49		7
Repayments of loans from subsidiaries, net of repayments	653		—



New issuances of loans to subsidiaries, net of repayments	—		54
Amounts paid to subsidiaries under tax sharing agreements, net	140		142



Common stock acquired - Share repurchase	803		366
Share-based compensation	42		15
Dividends paid on preferred stock	32		32
Dividends paid on common stock	59		58






Other, net	27		—
Total uses	1,980		767
Net increase in cash and cash equivalents	568		11
Ending cash and cash equivalents balance	$	797	$	223

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, 2021. As of September 30, 2021, we were authorized to repurchase shares up to an aggregate purchase price of $332 million.

On October 28, 2021, the Board of Directors provided its most recent share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $500 million. On January 28, 2021, the Board of Directors provided share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $1 billion. The additional share repurchase authorization expires on December 31, 2022 (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.


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On February 11, 2021, we entered into a share repurchase agreement with a third-party financial institution to repurchase $250 million of the Company's common stock. Pursuant to the agreement, we received initial delivery of 3,617,291 shares based on the closing market price of the Company's stock on February 11, 2021 of $55.29. This arrangement closed on May 14, 2021 and an additional 330,852 shares were delivered based on the daily volume-weighted average of the Company's common stock.

On June 30, 2021, we entered into a share repurchase agreement with a third-party financial institution to repurchase $400 million of the Company's common stock. Pursuant to the agreement, we received initial delivery of 5,203,252 shares based on the closing market price of the Company's stock on June 30, 2021 of $61.50. This arrangement closed on September 16, 2021 and an additional 1,081,552 shares were delivered based on the daily volume-weighted average of the Company's common stock.

Subsequent to September 30, 2021, we repurchased 1,835,531 shares through a 10b5-1 plan for an aggregate purchase price of $124 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)	2021		2020
Dividends paid on common shares	$	59	$	58
Repurchases of common shares (at cost)	833		406
Total	$	892	$	464

Liquidity

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

Capitalization

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

Non-controlling interest in limited partnerships, a component of Shareholders' Equity on our Condensed Consolidated Balance Sheets, increased as a result of favorable market appreciation in limited partnership investments, net of contributions and distributions. See the Consolidated and Nonconsolidated Investment Entities Note to our Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details over changes in non-controlling interest during the year and impacting capitalization.

As of September 30, 2021, we had $1 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt.


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The following table summarizes our borrowing activities for the nine months ended September 30, 2021:


($ in millions)	Beginning Balance		Issuance		Maturities and Repayment		Other Changes		Ending Balance







Debt securities	$	3,041	$	—	$	(76)	$	2	$	2,967

Windsor property loan	4		—		—		—		4



Subtotal	3,045		—		(76)		2		2,971
Less: Current portion of long-term debt	1		—		—		—		1
Total long-term debt	$	3,044	$	—	$	(76)	$	2	$	2,970

See the Financing Agreements and Shareholders’ Equity Notes to our Consolidated Financial Statements in Part I, Item 1. of this Form 10-Q for additional details over changes in debt and equity during the year and impacting capitalization.

On October 29, 2021, we delivered to the holders of our 3.125% Senior Notes due 2024 (the “2024 Notes”) a notice of redemption, notifying those noteholders that we have elected to redeem all of the outstanding $377 aggregate principal amount of the 2024 Notes. We expect to incur a loss on debt extinguishment of approximately $25 million in the fourth quarter of 2021, which will be recorded in Interest Expense in the Consolidated Statements of Operations.

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.

The following table summarizes our credit facilities as of September 30, 2021:


($ in millions)
Obligor / Applicant	Business Supported	Secured / Unsecured	Committed / Uncommitted	Expiration	Capacity		Utilization		Unused Commitment
Voya Financial, Inc.	Other	Unsecured	Committed	11/01/2024	$	500	$	—	$	500

Voya Financial, Inc.	Other	Secured	Uncommitted	Various	10		1		—























Voya Financial, Inc.	Other	Unsecured	Committed	04/07/2025	200		163		37


Total					$	710	$	164	$	537

As a result of the sale of SLD and SLDI to Resolution, many of the Company’s credit facilities transferred to Resolution while others were terminated. Total fees associated with the remaining credit facilities were immaterial for the nine months ended September 30, 2021 and 2020.

Voya Financial, Inc. Credit Support of Subsidiaries

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

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

We did not recognize any asset or liability as of September 30, 2021 in relation to intercompany indemnifications, guarantees or support agreements. As of September 30, 2021, no guarantees existed in which we were required to currently perform under these arrangements.


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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 from the other 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, 2021, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.5 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, 2021, Voya Financial, Inc. had no outstanding borrowings from subsidiaries and had loaned $146 million to its subsidiaries.

Ratings

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

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

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+/stable

Baa2/stable

BBB+/Stable

Financial Strength Rating/Outlook:

Voya Retirement Insurance and Annuity Company

(5)

A/stable

A2/stable

A+/Stable

ReliaStar Life Insurance Company

A/stable

A2/stable

A+/Stable

ReliaStar Life Insurance Company of New York

A/stable

A2/stable

A+/Stable

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

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

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

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

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

Rating agencies use an "outlook" statement for both industry sectors and individual companies. For an industry sector, a stable outlook generally implies that over the next 12 to 18 months the rating agency expects ratings to remain unchanged among


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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 May of 2021, Moody’s changed its outlook for the U.S. life insurance sector to stable from negative. In May of 2021, Fitch revised its rating outlook for the U.S. life insurance sector to stable from negative. Also in March 2020, A.M. Best revised its outlook on the U.S. life insurance sector to negative from stable.

Restrictions on Dividends and Returns of Capital from Subsidiaries

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

Our Principal Insurance Subsidiary domiciled in Connecticut has ordinary dividend capacity for 2021. However, as a result of the extraordinary dividends it paid in 2015, 2016 and 2017, together with statutory losses incurred in connection with the recapture and cession to one of our Arizona captives of certain term life business in the fourth quarter of 2016, our Principal Insurance Subsidiary domiciled in Minnesota currently has negative earned surplus and cannot make ordinary dividend payments. Any extraordinary dividend payment would be subject to domiciliary insurance regulatory approval, which can be granted or withheld at the discretion of the regulator.

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

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)	2021		2020		2021		2020
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT)	$	78	$	294	$	474	$	—
ReliaStar Life Insurance Company ("RLI") (MN)	—		—		358		—

Off-Balance Sheet Arrangements

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

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


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Impact of New Accounting Pronouncements

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

Critical Accounting Judgments and Estimates

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

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

•Reserves for future policy benefits;

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

•Valuation of investments and derivatives;

•Impairments;

•Income taxes;

•Contingencies; and

•Employee benefit plans.

In developing these accounting estimates, we make subjective and complex judgments that are inherently uncertain and subject to material changes as facts and circumstances develop. Although variability is inherent in these estimates, we believe the amounts provided are appropriate based on the facts available upon preparation of the Condensed Consolidated Financial Statements.

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

Assumptions and Periodic Review

Changes in assumptions can have a significant impact on DAC/VOBA and other intangibles balances, amortization rates, reserve levels and results of operations. Assumptions are management's best estimates of future outcome. We periodically review these assumptions against actual experience and, based on additional information that becomes available, update our assumptions. Deviation of emerging experience from our assumptions could have a significant effect on our DAC/VOBA and other intangibles, reserves and the related results of operations. During the third quarter of 2021 and 2020, we conducted our annual review of assumptions, including projection model inputs and made a number of changes to our assumptions which impacted the results of our segments included in our Net income (loss) and discussed below.

For the third quarter of 2021, the impact of annual assumption changes on Adjusted operating earnings before income taxes was $10 million favorable DAC/VOBA unlocking associated with our continuing operations. This was fully offset by $15 million unfavorable DAC/VOBA unlocking associated with our divested businesses and excluded from Adjusted operating earnings before income taxes for the current period. The favorable DAC/VOBA unlocking in our continuing operations for the current period was primarily driven by changes in asset return assumptions. DAC/VOBA unlocking is reflected in Net amortization of DAC/VOBA in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021.

During the third quarter of 2021, and as a result of the annual review of assumptions, we recorded loss recognition of $136 million for DAC/VOBA and established premium deficiency reserves of $225 million, both of which were related to our


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divested businesses and excluded from Adjusted operating earnings for the current period. Loss recognition related to DAC/VOBA and premium deficiency reserves were recorded in Net amortization of DAC/VOBA and Interest credited to contract owner account balances, respectively in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021.

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

During the third quarter of 2020, we conducted our annual review of assumptions and made changes which impacted our segments' results of operations as well as the results of discontinued operations described below. The impact of assumption changes on our results from continuing operations was unfavorable unlocking of $383 million, of which $165 million was included in Adjusted operating earnings before income taxes for the current period. The impact of the annual review of assumptions on our discontinued operations resulted in unfavorable unlocking of $193 million which was reported in Income (loss) from discontinued operations for the current period. Unlocking in the third quarter of 2020 was primarily driven by changes in long term interest and equity rates.

During the third quarter of 2020, and as a result of the annual review of assumptions, we recorded loss recognition associated with certain blocks of reserves associated with our continuing and discontinued operations. Loss recognition recorded in continuing operations was $171 million of which $10 million was reflected in Adjusted operating earnings before income taxes. Loss recognition recorded in discontinued operations was $26 million and was reported Income (loss) from discontinued operations, net of tax.

Sensitivity

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


($ in millions)	As of September 30, 2021
	Continuing Operations (1)
Decrease in long-term equity rate of return assumption by 100 basis points	$	(40)
A change to the long-term interest rate assumption of -50 basis points	(33)
A change to the long-term interest rate assumption of +50 basis points	23
An assumed increase in future mortality by 1%	—

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

Income Taxes

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

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.


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Investments (excluding Consolidated Investment Entities)

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

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

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

Portfolio Composition

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


	September 30, 2021				December 31, 2020
($ in millions)	Carrying Value		% of Total		Carrying Value		% of Total
Fixed maturities, available-for-sale, excluding securities pledged	$	34,320	73.9	%	$	43,569	76.6	%
Fixed maturities, at fair value option	2,528		5.4	%	3,011		5.3	%
Fixed maturities, trading, at fair value	5		—	%	—		—	%
Equity securities, at fair value	288		0.6	%	242		0.4	%
Short-term investments(1)	102		0.2	%	111		0.2	%
Mortgage loans on real estate	5,579		12.0	%	6,741		11.9	%
Policy loans	402		0.9	%	718		1.3	%
Limited partnerships/corporations	1,671		3.6	%	1,476		2.5	%
Derivatives	139		0.3	%	215		0.4	%
Other investments	75		0.3	%	319		0.6	%
Securities pledged	1,320		2.8	%	449		0.8	%
Total investments	$	46,429	100.0	%	$	56,851	100.0	%

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


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Fixed Maturities

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


	September 30, 2021
($ in millions)	Amortized Cost		% of Total		Fair Value		% of Total
Fixed maturities:
U.S. Treasuries	$	775	2.2	%	$	1,012	2.7	%
U.S. Government agencies and authorities	69		0.2	%	81		0.2	%
State, municipalities and political subdivisions	962		2.8	%	1,075		2.8	%
U.S. corporate public securities	10,767		31.0	%	12,399		32.5	%
U.S. corporate private securities	4,802		13.9	%	5,290		13.9	%
Foreign corporate public securities and foreign governments(1)	3,395		9.8	%	3,785		9.9	%
Foreign corporate private securities(1)	3,383		9.8	%	3,643		9.5	%
Residential mortgage-backed securities	4,488		12.9	%	4,642		12.2	%
Commercial mortgage-backed securities	3,901		11.3	%	4,092		10.7	%
Other asset-backed securities	2,123		6.1	%	2,149		5.6	%
Total fixed maturities, including securities pledged	$	34,665	100.0	%	$	38,168	100.0	%
(1) Primarily U.S. dollar denominated.


	December 31, 2020
($ in millions)	Amortized Cost		% of Total		Fair Value		% of Total
Fixed maturities:
U.S. Treasuries	$	1,033	2.5	%	$	1,471	3.1	%
U.S. Government agencies and authorities	74		0.2	%	102		0.2	%
State, municipalities and political subdivisions	1,166		2.9	%	1,346		2.9	%
U.S. corporate public securities	13,366		32.7	%	16,387		34.9	%
U.S. corporate private securities	5,653		13.8	%	6,446		13.7	%
Foreign corporate public securities and foreign governments(1)	4,023		9.8	%	4,736		10.0	%
Foreign corporate private securities(1)	4,220		10.3	%	4,646		9.9	%
Residential mortgage-backed securities	5,370		13.1	%	5,626		12.0	%
Commercial mortgage-backed securities	3,882		9.5	%	4,131		8.8	%
Other asset-backed securities	2,110		5.2	%	2,138		4.5	%
Total fixed maturities, including securities pledged	$	40,897	100.0	%	$	47,029	100.0	%
(1)Primarily U.S. dollar denominated.

As of September 30, 2021, the average duration of our fixed maturities portfolio, including securities pledged, is between 7.0 and 7.5 years.

Fixed Maturities Credit Quality - Ratings

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


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


($ in millions)	September 30, 2021
NAIC Quality Designation	1		2		3		4		5		6		Total Fair Value
U.S. Treasuries	$	1,012	$	—	$	—	$	—	$	—	$	—	$	1,012
U.S. Government agencies and authorities	81		—		—		—		—		—		81
State, municipalities and political subdivisions	961		111		3		—		—		—		1,075
U.S. corporate public securities	4,322		7,486		506		66		19		—		12,399
U.S. corporate private securities	1,732		3,142		308		104		4		—		5,290
Foreign corporate public securities and foreign governments(1)	1,198		2,388		175		24		—		—		3,785
Foreign corporate private securities(1)	273		2,975		211		106		—		78		3,643
Residential mortgage-backed securities	4,265		295		43		—		18		21		4,642
Commercial mortgage-backed securities	3,530		464		88		10		—		—		4,092
Other asset-backed securities	1,810		273		11		13		32		10		2,149
Total fixed maturities	$	19,184	$	17,134	$	1,345	$	323	$	73	$	109	$	38,168
% of Fair Value	50.3%		44.9%		3.5%		0.8%		0.2%		0.3%		100.0%
(1) Primarily U.S. dollar denominated.


($ in millions)	December 31, 2020
NAIC Quality Designation	1		2		3		4		5		6		Total Fair Value
U.S. Treasuries	$	1,471	$	—	$	—	$	—	$	—	$	—	$	1,471
U.S. Government agencies and authorities	102		—		—		—		—		—		102
State, municipalities and political subdivisions	1,214		128		4		—		—		—		1,346
U.S. corporate public securities	6,275		9,258		757		84		13		—		16,387
U.S. corporate private securities	2,296		3,627		390		119		14		—		6,446
Foreign corporate public securities and foreign governments(1)	1,707		2,759		235		35		—		—		4,736
Foreign corporate private securities(1)	418		3,863		145		220		—		—		4,646
Residential mortgage-backed securities	5,265		236		78		1		22		24		5,626
Commercial mortgage-backed securities	3,712		346		63		10		—		—		4,131
Other asset-backed securities	1,843		227		12		13		41		2		2,138
Total fixed maturities	$	24,303	$	20,444	$	1,684	$	482	$	90	$	26	$	47,029
% of Fair Value	51.7%		43.4%		3.6%		1.0%		0.2%		0.1%		100.0%
(1)Primarily U.S. dollar denominated.


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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, 2021
ARO Quality Ratings	AAA		AA		A		BBB		BB and Below		Total Fair Value
U.S. Treasuries	$	1,012	$	—	$	—	$	—	$	—	$	1,012
U.S. Government agencies and authorities	70		—		11		—		—		81
State, municipalities and political subdivisions	53		605		298		116		3		1,075
U.S. corporate public securities	69		785		3,973		7,007		565		12,399
U.S. corporate private securities	104		109		1,447		3,317		313		5,290
Foreign corporate public securities and foreign governments(1)	9		252		1,075		2,226		223		3,785
Foreign corporate private securities(1)	—		49		282		3,017		295		3,643
Residential mortgage-backed securities	3,165		282		106		299		790		4,642
Commercial mortgage-backed securities	1,598		445		830		1,096		123		4,092
Other asset-backed securities	353		507		934		267		88		2,149
Total fixed maturities	$	6,433	$	3,034	$	8,956	$	17,345	$	2,400	$	38,168
% of Fair Value	16.9%		7.9%		23.5%		45.4%		6.3%		100.0%
(1)Primarily U.S. dollar denominated.


($ in millions)	December 31, 2020
ARO Quality Ratings	AAA			AA			A			BBB			BB and Below			Total Fair Value
U.S. Treasuries	$	1,471		$	—		$	—		$	—		$	—		$	1,471
U.S. Government agencies and authorities	95			7			—			—			—			102
State, municipalities and political subdivisions	84			769			354			135			4			1,346
U.S. corporate public securities	168			933			5,928			8,575			783			16,387
U.S. corporate private securities	109			156			2,011			3,685			485			6,446
Foreign corporate public securities and foreign governments(1)	14			386			1,430			2,601			305			4,736
Foreign corporate private securities(1)	—			49			390			3,868			339			4,646
Residential mortgage-backed securities	3,976			340			143			299			868			5,626
Commercial mortgage-backed securities	1,543			484			845			1,098			161			4,131
Other asset-backed securities	414			490			913			223			98			2,138
Total fixed maturities	$	7,874		$	3,614		$	12,014		$	20,484		$	3,043		$	47,029
% of Fair Value	16.7		%	7.7		%	25.5		%	43.6		%	6.5		%	100.0		%
(1)Primarily U.S. dollar denominated.


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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.

Potential Credit Related COVID-19 Exposures

The following table presents our fixed maturities portfolio exposure to sectors that we believe may be particularly affected by the economic consequences of COVID-19:


($ in millions)	September 30, 2021
											NAIC Rating (%)
	Fair Value		Fair Value %		Unrealized Capital Gains/(Losses)		% Public		% Private		1		2		3		4-6
Energy	$	2,201	5.7	%	$	324	74	%	26	%	20.9	%	63.7	%	11.4	%	4.0	%
Midstream	969		2.5	%	147		69	%	31	%	6.2	%	86.8	%	5.4	%	1.6	%
Independent Energy	421		1.1	%	61		77	%	23	%	29.7	%	21.0	%	32.3	%	17.0	%
Integrated Energy	459		1.2	%	61		78	%	22	%	52.8	%	38.0	%	9.2	%	0.1	%
Refining	170		0.4	%	36		88	%	12	%	—	%	92.8	%	7.1	%	0.1	%
Oil Field Services	182		0.5	%	19		64	%	36	%	17.7	%	77.7	%	4.0	%	0.6	%
Metals	572		1.5	%	102		66	%	34	%	11.0	%	84.8	%	4.1	%	0.1	%
Airlines/Aircraft Leasing	311		0.8	%	19		51	%	49	%	21.9	%	40.3	%	12.6	%	25.2	%
Restaurants	296		0.8	%	18		89	%	11	%	1.1	%	93.2	%	0.1	%	5.6	%
Airports	154		0.4	%	14		43	%	57	%	21.2	%	34.3	%	44.4	%	0.1	%
Lodging	206		0.5	%	2		94	%	6	%	83.6	%	9.1	%	7.2	%	0.1	%
Automotive	306		0.8	%	29		52	%	48	%	22.8	%	62.2	%	13.9	%	1.1	%
Retailers	875		2.3	%	105		91	%	9	%	41.6	%	56.2	%	1.5	%	0.7	%
COVID-19 Subtotal	4,921		12.8	%	613		74	%	26	%	28.4	%	60.3	%	7.5	%	3.8	%
Remaining Portfolio	33,247		87.2	%	2,909		77	%	23	%	54.0	%	42.4	%	2.7	%	0.9	%
Grand Total	$	38,168	100.0%		$	3,522	77%		23%		50.1%		45.0%		3.5%		1.4%

To the extent that issuers of these securities suffer economic distress, impairments among our portfolio assets may increase, perhaps significantly, which would reduce the carrying value of these assets for statutory purposes and decrease our admitted statutory capital. Such distress, or a further general deterioration in credit markets, could also result in ratings downgrades across our portfolio, which would require our insurance subsidiaries to hold additional amounts of risk-based capital. In both cases, the amount of our excess capital above our targets would decline, and if the reductions were significant enough, we might be required to use available sources of liquidity to fund additional statutory capital requirements.

In April 2020, we first analyzed the potential impact of two hypothetical stress scenarios on our excess capital levels out through the second quarter 2021. “Stress Case One” was determined to reduce our excess capital levels by approximately $300 million. “Stress Case Two”, a more severe hypothetical stress scenario, would reduce our excess capital levels by approximately $600 million. Based on a review of those scenarios and credit events through third quarter, including certain downgrades in our securities portfolio in the second and third quarters of 2020, we have revised our hypothetical stress cases to $300 million for “Stress Case One” and $450 million for “Stress Case Two”. In addition, the timeframe was extended out through the end of 2021. To date, results are generally consistent with “Stress Case One”. Although we believe that these scenarios reflect the range of adverse conditions that we might reasonably experience due to COVID-19, it is possible the outcomes are worse, perhaps materially so. The effects on our capital in such scenarios reflect only the impact from impairments or ratings downgrades on our asset portfolio, and not from declines in our earnings (including from increased claims) that might also result from COVID-19.


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Unrealized Capital Losses

Gross unrealized capital losses on fixed maturities, including securities pledged, decreased $6 million from $139 million to $133 million for the nine months ended September 30, 2021. The modest decrease in unrealized losses was driven by tightening credit spreads. See section "Overview - Trends and Uncertainties" in this Management’s Discussion and Analysis.

As of September 30, 2021 and December 31, 2020, we held one and three fixed maturities with unrealized capital losses in excess of $10 million. As of September 30, 2021 and December 31, 2020, the unrealized capital losses on these fixed maturities equaled $12 million or 8.9% and $45 million or 32.3% of the total unrealized losses, respectively.

As of September 30, 2021, we held $2.2 billion of energy sector fixed maturity securities, constituting 5.8% of the total fixed maturities portfolio, with gross unrealized capital losses of $18 million, including one energy sector fixed maturity security with unrealized capital losses in excess of $10 million. The unrealized capital losses on these fixed maturity securities equaled $12 million. As of September 30, 2021, our fixed maturity exposure to the energy sector is comprised of 84.7% investment grade securities.

As of December 31, 2020, we held $3.0 billion of energy sector fixed maturity securities, constituting 6.5% of the total fixed maturities portfolio, with gross unrealized capital losses of $28 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 $16 million. As of December 31, 2020, our fixed maturity exposure to the energy sector is comprised of 84.0% investment grade securities.

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

CMO-B Portfolio

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


($ in millions)	September 30, 2021						December 31, 2020
NAIC Quality Designation	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
1	$	2,551	$	2,640	87.8	%	$	3,182	$	3,333	90.4	%
2	283		288		9.6	%	232		235		6.4	%
3	37		40		1.3	%	72		75		2.0	%
4	—		—		—	%	—		—		—	%
5	9		18		0.6	%	11		22		0.6	%
6	17		21		0.7	%	17		23		0.6	%
Total	$	2,897	$	3,007	100.0	%	$	3,514	$	3,688	100.0	%

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

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


	September 30, 2021						December 31, 2020
($ in millions)	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Derivatives non-qualifying for hedge accounting:
Interest Rate Contracts	$	11,225	$	60	$	194	$	12,381	$	60	$	214

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


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


($ in millions)	September 30, 2021						December 31, 2020
Tranche Type	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
Inverse Floater	$	93	$	140	4.7	%	$	204	$	282	7.7	%
Interest Only (IO)	470		472		15.7	%	358		362		9.8	%
Inverse IO	1,233		1,275		42.4	%	1,741		1,819		49.3	%
Principal Only (PO)	120		126		4.2	%	185		193		5.2	%
Floater	7		7		0.2	%	9		9		0.2	%
Agency Credit Risk Transfer	937		948		31.5	%	968		973		26.4	%
Other	37		39		1.3	%	49		50		1.4	%
Total	$	2,897	$	3,007	100.0	%	$	3,514	$	3,688	100.0	%

During the nine months ended September 30, 2021, the market value of our CMO-B securities portfolio declined due to some assets moving to reinsured blocks and as a result of lower valuations due to higher rate levels.

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)	2021		2020		2021		2020
Net investment income (loss)	$	144	$	179	$	458	$	485
Net realized capital gains (losses)(1)	(127)		(127)		(466)		(223)
Income (loss) from continuing operations before income taxes	$	17	$	52	$	(8)	$	262

(1) Net realized capital 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 realized capital gains (losses) is reflected. In addition, the premium amortization and change in fair value for securities designated under the FVO are included in Net realized capital 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 realized capital gains (losses).

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


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2021		2020		2021		2020
Income (loss) from operations before income taxes	$	17	$	52	$	(8)	$	262
Realized gains (losses) including impairment	1		3		(26)		9
Fair value adjustments	25		(10)		161		(136)
Total adjustments to income (loss) from operations	26		(7)		135		(127)
Adjusted operating earnings before income taxes	$	43	$	45	$	127	$	135

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.


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Structured Securities

Residential mortgage-backed securities

The following tables present our residential mortgage-backed securities as of September 30, 2021 and December 31, 2020:


	September 30, 2021
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	2,160	$	103	$	7	$	6	$	2,262
Prime Non-Agency	2,222		53		16		1		2,260
Alt-A	89		9		1		7		104
Sub-Prime(1)	39		5		—		—		44
Total RMBS	$	4,510	$	170	$	24	$	14	$	4,670
(1) Includes subprime other asset backed securities.

	December 31, 2020
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	2,966	$	168	$	2	$	10	$	3,142
Prime Non-Agency	2,271		75		13		2		2,335
Alt-A	114		10		2		8		130
Sub-Prime(1)	47		6		—		—		53
Total RMBS	$	5,398	$	259	$	17	$	20	$	5,660
(1) Includes subprime other asset backed securities.

Commercial Mortgage-backed securities

The following tables present our commercial mortgage-backed securities as of September 30, 2021 and December 31, 2020:


	September 30, 2021
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
2014 and prior	$	556	$	624	$	59	$	61	$	152	$	158	$	112	$	113	$	51	$	48	$	930	$	1,004
2015	169		187		150		158		83		87		115		117		22		23		539		572
2016	50		54		20		22		28		31		52		53		—		—		150		160
2017	85		91		23		24		70		72		73		75		40		41		291		303
2018	98		108		20		21		96		101		60		62		3		3		277		295
2019	183		204		40		41		140		143		323		331		8		8		694		727
2020	95		97		37		38		75		78		171		175		—		—		378		388
2021	233		233		80		80		159		160		170		170		—		—		642		643
Total CMBS	$	1,469	$	1,598	$	429	$	445	$	803	$	830	$	1,076	$	1,096	$	124	$	123	$	3,901	$	4,092


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	December 31, 2020
($ 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
2014 and prior	$	587	$	691	$	125	$	128	$	162	$	168	$	143	$	141	$	47	$	45	$	1,064	$	1,173
2015	204		234		171		181		98		100		141		142		30		31		644		688
2016	60		68		23		24		36		39		50		50		—		—		169		181
2017	107		122		37		38		85		86		93		92		51		51		373		389
2018	100		117		27		27		170		174		122		123		20		21		439		462
2019	178		207		46		47		182		180		372		381		12		13		790		828
2020	102		104		38		39		96		98		167		169		—		—		403		410
Total CMBS	$	1,338	$	1,543	$	467	$	484	$	829	$	845	$	1,088	$	1,098	$	160	$	161	$	3,882	$	4,131

As of September 30, 2021, 86.2% and 11.4% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2020, 89.9% and 8.4% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively.

Other Asset-backed Securities

The following tables present our other asset-backed securities as of September 30, 2021 and December 31, 2020:


	September 30, 2021
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Collateralized Obligation	$	278	$	280	$	371	$	372	$	803	$	804	$	68	$	67	$	66	$	64	$	1,586	$	1,587
Auto-Loans	3		2		—		1		8		9		—		—		—		—		11		12
Student Loans	21		22		117		120		13		13		1		2		—		—		152		157
Credit Card loans	—		—		—		—		4		4		—		—		—		—		4		4
Other Loans	46		50		11		10		100		103		191		198		—		—		348		361
Total Other ABS(1)	$	348	$	354	$	499	$	503	$	928	$	933	$	260	$	267	$	66	$	64	$	2,101	$	2,121
(1) Excludes subprime other asset backed securities.

	December 31, 2020
($ 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	$	312	$	315	$	332	$	333	$	729	$	726	$	28	$	28	$	75	$	66	$	1,476	$	1,468
Auto-Loans	3		3		10		10		10		11		—		—		—		—		23		24
Student Loans	39		40		127		133		40		41		2		2		—		—		208		216
Credit Card loans	—		—		—		—		—		—		—		—		—		—		—		—
Other Loans	50		56		14		14		126		132		183		194		—		—		373		396
Total Other ABS(1)	$	404	$	414	$	483	$	490	$	905	$	910	$	213	$	224	$	75	$	66	$	2,080	$	2,104
(1) Excludes subprime other asset backed securities.


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As of September 30, 2021, 84.1% and 12.9% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2020, 86.0% and 10.8% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

Mortgage Loans on Real Estate

As of September 30, 2021, our mortgage loans on real estate portfolio had a weighted average DSC of 2.2 times and a weighted average LTV ratio of 46.0%. As of December 31, 2020, our mortgage loans on real estate portfolio had a weighted average DSC of 2.2 times, and a weighted average LTV ratio of 45.2%. 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.

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.

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 financial conditions in Europe have broadly improved, the possibility of capital market volatility spreading through a highly integrated and interdependent banking system remains. Despite signs of continuous improvement in the region, we continue to closely monitor our exposure to the region.

As of September 30, 2021, our total European exposure had an amortized cost and fair value of $3,391 million and $3,695 million, respectively. European exposure with a primary focus on Greece, Ireland, Italy, Portugal and Spain (which we refer to as "peripheral Europe") amounts to $379 million, which includes non-financial institutions exposure in Ireland of $137 million, in Italy of $112 million, and in Spain of $96 million. We also had financial institutions exposure in Italy of $10 million and in Spain of $24 million. We did not have any exposure to Portugal, Ireland and Greece.

Among the remaining $3,316 million of total non-peripheral European exposure, we had a portfolio of credit-related assets similarly diversified by country and sector across developed and developing Europe. As of September 30, 2021, our non-peripheral sovereign exposure was $96 million, which consisted of fixed maturities and derivative assets. We also had $554 million in net exposure to non-peripheral financial institutions, with a concentration in Switzerland of $105 million and the United Kingdom of $264 million. The balance of $2,666 million was invested across non-peripheral, non-financial institutions.


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Some of the major country level exposures were in the United Kingdom of $1,745 million, in The Netherlands of $283 million, in Belgium of $169 million, in France of $330 million, in Germany of $221 million, in Switzerland of $241 million, and in Russia of $58 million. We believe the primary risk results from market value fluctuations resulting from spread volatility and the secondary risk is default risk, dependent upon the strength of continued recovery of economic conditions in Europe.

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.

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

Securitizations

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

Guarantors and Issuers of Guaranteed Securities

Voya Financial, Inc. (the “Parent Issuer”) has issued certain notes pursuant to transactions registered under the Securities Act of 1933. Such securities consist of (i) the 5.7% senior notes due 2043, the 3.65% senior notes due 2026, the 4.8% senior notes due 2046, and the 3.125% senior notes due 2024, with an aggregate principal amount of $1.5 billion as of September 30, 2021 and December 31, 2020 (collectively, the “Senior Notes”) and (ii) the 5.65% fixed-to-floating rate junior subordinated notes due 2053 and the 4.7% fixed-to-floating junior subordinated notes due 2048, with an aggregate principal amount of $1.1 billion as of September 30, 2021 and December 31, 2020 (collectively, the “Junior Subordinated Notes” and, together with the Senior Notes, the “Registered Notes”).

Voya Holdings (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.


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Refer to the Summarized Financial Information of the Obligor Group as of and for the nine months ended September 30, 2021 and as of and for the year ended December 31, 2020 below:


	As of and for the
($ in millions)	Nine Months Ended September 30, 2021		Year Ended December 31, 2020
Summarized Statement of Operations Information:
Total revenues	$	24	$	32
Total benefits and expenses	131		173
Income (loss) from continuing operations, net of tax	506		(100)

Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	506		(100)
Net income (loss) available to Obligor Group	506		(100)


Summarized Balance Sheet Information
Total investments	62		60
Cash and cash equivalents	798		229
Current income tax assets	16		—
Deferred income tax assets	667		869
Loans to non-obligated subsidiaries	147		180
Due from non-obligated subsidiaries	5		2
Total assets	1,710		1,356

Short-term debt with non-obligated subsidiaries	—		653

Long-term debt	2,969		3,041
Total liabilities	$	3,142	$	4,120

Legislative and Regulatory Developments

Changes to NAIC RBC Requirements

The NAIC adopted changes to the RBC requirements for certain investment portfolio assets. The changes lead to an expansion in the number of NAIC asset class categories for factor-based RBC requirements and the adoption of new factors, which increased capital requirements on some securities and decreased capital requirements on others. The impact on the RBC ratios of our insurance subsidiaries is expected to be manageable. The new factors will become effective on December 31, 2021. In connection with this change, we expect to lower our target RBC ratio to 375%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Market Risk Related to Interest Rates

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


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reasonably possible hypothetical change that illustrates 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, 2021:


	As of September 30, 2021
					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	$	—	$	38,173	$	(2,679)	$	2,693
Commercial mortgage and other loans	—		6,008		(261)		251




Financial liabilities with interest rate risk:
Investment contracts:
Funding agreements without fixed maturities and deferred annuities(4)	—		44,164		(3,475)		4,145
Funding agreements with fixed maturities	—		1,326		(49)		37
Supplementary contracts and immediate annuities	—		797		(34)		39
Derivatives:
Interest rate contracts	16,911		130		93		(158)
Long-term debt	—		3,435		(207)		238
Embedded derivatives on reinsurance	—		231		77		(90)
Guaranteed benefit derivatives(3):




Other(4)	—		44		(16)		52

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

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

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

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

Market Risk Related to Equity Market Prices

We assess equity risk exposures for financial assets, liabilities and derivatives using hypothetical test scenarios that assume either an increase or decrease of 10% in all equity market benchmark levels. The following table summarizes the net estimated potential change in fair value from an instantaneous increase and decrease in all equity market benchmark levels of 10% as of September 30, 2021. In calculating these amounts, we exclude gains and losses on separate account equity securities related to products for which the investment risk is borne primarily by the separate account contract holder rather than by us. While the test scenarios are for illustrative purposes only and do not reflect our expectations regarding the future performance of equity markets, they are near-term, reasonably possible hypothetical changes that illustrate the potential impact of such events. These scenarios consider only the direct effect on fair value of declines in equity benchmark market levels and not changes in asset-based fees recognized as revenue, changes in our estimates of total gross profits used as a basis for amortizing DAC/VOBA, other intangibles and other costs, or changes in any other assumptions such as market volatility or mortality, utilization or persistency rates in variable contracts that could also impact the fair value of our living benefits features. In addition, these scenarios do not reflect the effect of basis risk, such as potential differences in the performance of the investment funds underlying the variable annuity products relative to the equity market benchmark we use as a basis for developing our hedging strategy. The impact of basis risk could result in larger differences between the change in fair value of the equity-based derivatives and the related living benefit features, in comparison to the hypothetical test scenarios.


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	As of September 30, 2021
					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	$	—	$	288	$	27	$	(27)
Limited liability partnerships/corporations	—		1,671		103		(103)
Derivatives:
Equity futures and total return swaps	278		(1)		11		(11)
Equity options	41		—		—		—
Financial liabilities with equity market risk:
Guaranteed benefit derivatives:


Other(2)	—		44		—		—

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

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

Market Risk Related to Credit Risk

In connection with the Individual Life Transaction, we entered into large reinsurance agreements with SLD, our former insurance subsidiary, with respect to the portion of the Individual Life and other legacy businesses that have been written by our insurance subsidiaries domiciled in Minnesota, Connecticut, and New York. As a result, SLD became our largest reinsurer during the first quarter. While SLD's reinsurance obligations to us are collateralized through assets held in trust, in the event of any default by SLD of its reinsurance obligations to us, or any loss of credit for such reinsurance, there can be no assurance that such assets will be sufficient to support the reserves that we would be required to establish or pay claims. There were no other material changes in our credit risk.

See the Discontinued Operations Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic SEC filings is made known to them in a timely manner.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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.


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Item 1A. Risk Factors

For a discussion of the Company’s potential risks and uncertainties, see Risk Factors in Part I, Item IA. of our Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report on Form 10-K") (File No. 001-35897) filed with the SEC and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties in Part I, Item 2. of this Quarterly Report on Form 10-Q.

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, 2021:


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)(4)
						(in millions)
July 1, 2021 - July 31, 2021	4,442	$	62.94		—	$	332
August 1, 2021- August 31, 2021	82,619	67.17			—	332
September 1, 2021 - September 30, 2021	1,081,552	63.65		(3)	1,081,552	332
Total	1,168,613	$	63.89		1,081,552	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, 2021, there was an increase of 87,061 Treasury shares in connection with such withholding activities.

(2) On October 28, 2021, the Board of Directors provided its most recent share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $500 million. On January 28, 2021, the Board of Directors provided share repurchase authorization, increasing the aggregate amount of the Company's common stock authorized for repurchase by $1 billion. The additional share repurchase authorization expires on December 31, 2022 (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.

(3) On June 30, 2021, the Company entered into a share repurchase agreement with a third-party financial institution to repurchase $400 million of the Company's common stock. Pursuant to the agreement, the Company received initial delivery of 5,203,252 shares based on the closing market price of the Company's stock on June 30, 2021 of $61.50. This arrangement closed on September 16, 2021 and an additional 1,081,552 shares were delivered based on the daily volume-weighted average of the Company's common stock.

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+						Rule 13a-14(a)/15d-14(a) Certification of Rodney O. Martin, Jr. Chief Executive Officer (included as Exhibit 31.1 to Form 10-Q)
31.2+						Rule 13a-14(a)/15d-14(a) Certification of Michael S. Smith, Chief Financial Officer (included as Exhibit 31.2 to Form 10-Q)
32.1+						Section 1350 Certification of Rodney O. Martin, Jr. Chief Executive Officer (included as Exhibit 32.1 to Form 10-Q)
32.2+						Section 1350 Certification of Michael S. Smith, Chief Financial Officer (included as Exhibit 32.2 to Form 10-Q)
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+						Inline XBRL Taxonomy Extension Schema
101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase
104+						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

+ Filed herewith.


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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 4, 2021

Voya Financial, Inc.

(Date)

(Registrant)

By:

/s/

Michael S. Smith

Vice Chairman and

Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)


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