Share-based Incentive Compensation Plans

ING U.S., Inc. 2013 Omnibus Employee Incentive Plan and Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan

The Company has provided equity-based compensation awards to its employees principally under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the “2013 Omnibus Plan”), which the Company adopted in connection with the IPO. At inception of the 2013 Omnibus Plan, a total of 7,650,000 shares of Company common stock were reserved and available for issuance under the plan. As of December 31, 2014, common stock reserved and available for issuance under the 2013 Omnibus Plan was 239,359 shares.

On May 28, 2014, the Company's Board of Directors adopted, subject to shareholder approval, the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan ("the 2014 Omnibus Plan"). Shareholder approval for the 2014 Omnibus Plan was subsequently obtained on July 30, 2014. The 2014 Omnibus Plan is substantially the same as the 2013 Omnibus Plan, except for certain changes intended to provide for the opportunity for performance-based compensation awards to comply with the criteria for tax deductibility set forth in Section 162(m)(1), of the Internal Revenue Code. The 2014 Omnibus Plan provides for 17,800,000 shares of common stock to be available for issuance as equity-based compensation awards. As of December 31, 2014, common stock reserved and available for issuance under the 2014 Omnibus Plan was 17,800,000 shares.

The 2013 Omnibus Plan and the 2014 Omnibus Plan (together, the "Omnibus Plans") each permit the granting of a wide range of equity-based awards, including restricted stock units ("RSUs"), which represent the right to receive a number of shares of Company common stock upon vesting; restricted stock, which are shares of Company stock that are subject to sale and transfer restrictions until the vesting conditions are met; performance share units (“PSUs”) awards, which are RSUs subject to certain time- and performance-based vesting conditions, and under which the number of shares of common stock delivered upon vesting varies with the level of achievement of performance criteria; and stock options. Grants of equity-based awards under the Omnibus Plans are made by the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of the Company, and are subject to such terms and conditions as the Committee may determine, including in respect of vesting and forfeiture, subject to certain limitations provided in the Omnibus Plans. Equity-based awards under the Omnibus Plans may carry dividend equivalent rights, pursuant to which notional dividends accumulate on unvested equity awards and are paid, in cash, upon vesting. Awards made under the 2013 Omnibus Plan included dividend equivalent rights. Dividend equivalents are credited to the recipient and are paid only to the extent the applicable performance criteria and service conditions are met.

During the year ended December 31, 2014, the Company awarded only RSUs and PSUs under the 2013 Omnibus Plan. PSUs awarded during the year ended December 31, 2014 entitle recipients to receive, upon vesting, a number of shares of common stock that ranges from 0% to 150% of the number of PSUs awarded, depending on the level of achievement of the specified performance condition. The establishment and the achievement of performance objectives are determined and approved by the Committee. These RSUs and PSUs vest no earlier than one year from the date of the award and no later than four years from the date of the award. Dividend equivalents are credited to the recipient and are paid only to the extent the applicable performance criteria and service conditions are met. In the case of retirement (as defined in the award agreement), awards vest depending on the employee’s age and years of service subject to the satisfaction of the applicable performance criteria.

If an award under the Omnibus Plans is forfeited, expired, terminated or otherwise lapses, the shares of Company common stock underlying that award will again become available for issuance under the Omnibus Plans, as applicable. Shares withheld by the Company to pay employee taxes, or which are withheld by or tendered to the Company to pay the exercise price of stock options (or are repurchased from an option holder by the Company with proceeds from the exercise of stock options) are not available for reissuance.

As of December 31, 2014, there were no stock options issued or outstanding under the Omnibus Plans.

Deal Incentive Awards: Upon closing of the IPO, RSUs were granted to employees of the Company under the 2013 Omnibus Plan in connection with Deal Incentive Awards. Deal Incentive Awards are conditional agreements to grant equity awards to certain employees of the Company, upon the closing of the IPO or upon the satisfaction of certain other conditions. RSUs granted in connection with Deal Incentive Awards are subject to certain vesting conditions, lockup period and other holding requirements.

Due to (1) the completion of the Secondary Offering in 2013 and the ending of the related underwriters’ lockup period in January 2014, (2) the March 2014 Offering, (3) the September 2014 Offering and (4) the November 2014 Offering 952,528 RSUs vested during the year ended December 31, 2014. An additional 70,880 RSUs - Deal Incentive Awards, each with a grant date fair value of $30.03, will proportionately vest and be recognized as compensation cost upon further sales of Company stock by ING Group.

Voya Financial, Inc. 2013 Omnibus Non-Employee Director Incentive Plan

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 (“2013 Director Plan”), which the Company adopted in connection with the IPO. A total of 88,000 shares of Company common stock were initially reserved and available for issuance under the 2013 Director Plan. On May 28, 2014, the Company's Board of Directors adopted, subject to shareholder approval, amendments to the 2013 Director Plan that increased the number of shares of Company common stock reserved and available for issuance under the 2013 Director Plan to 288,000. Shareholder approval for these amendments was subsequently obtained on July 30, 2014. The material terms of the 2013 Director Plan are substantially consistent with the material terms of the 2013 Omnibus Plan described above.

Non-Employee Director Service Grants: During the year ended December 31, 2014, the Company granted 13,404 RSUs to certain non-employee directors serving on the Board. These awards vest half on the second anniversary of the grant date, and one-quarter vest on the third and fourth anniversaries of the grant date, in each case provided that the grantee remains a director of the Company on the relevant vesting date, and provided that no shares will be delivered in connection with the RSUs until such time as service on the Board is terminated.

Voya Financial, Inc. 2014 Employee Phantom Stock Plan

The Company provides certain of its non-executive employees with cash-settled awards under the Voya Financial, Inc. 2014 Employee Phantom Stock Plan (the "Phantom Plan"). Awards made under the Phantom Plan are designed to provide grantees with an economic benefit that is equivalent to an analogous grant under the Omnibus Plans; however the Company must deliver cash, and may not deliver equity, upon vesting of such awards. Awards are granted in the form of phantom RSUs and phantom PSUs, each of which is designed to mirror the value of an equity-settled RSU or PSU awarded under the Omnibus Plans, with the cash settlement value determined based on the closing price of a share of Company common stock on the New York Stock Exchange on the trading day immediately preceding the date such award vests. As of December 31, 2014, the Company had 171,620 phantom RSUs and 92,495 phantom PSUs, respectively, outstanding to its employees.

ING Group Equity-Based Plans

Prior to the IPO, employees of the Company received equity-based compensation in the form of ING Group equity awards, pursuant to equity compensation plans adopted by ING Group. These plans included:

Long-term Sustainable Performance Plan: In 2012 and 2013, employees of the Company received ING Group-based equity awards under the Long-Term Sustainable Performance Plan (“LSPP”) of ING Group. LSPP awards made to Company employees are settled by delivery of ING Group American Depository Receipts (“ADRs”).

LSPP awards provided to the Company's employees in 2013 were, upon the closing of the IPO, converted into Company-based equity awards under the 2013 Omnibus Plan. Outstanding awards made 2012 were not converted. The PSUs were considered granted upon the establishment and communication of the performance measures for the applicable performance period by the Committee, which is generally carried out during the first quarter of each year, although awards in respect of the 2013 performance year were not granted until the second quarter of that year.

LSPP awards provided to the Company’s employees in 2012 remain outstanding and will continue to vest according to the terms of their original grant. One-third of these awards vested or will vest, and the underlying ING Group ADRs have been or will be delivered, on each of the first, second and third anniversaries of the award date, provided that the participants were or are still employed by the Company on the relevant vesting date, and, in the case of performance-based LSPP awards, provided that the relevant performance conditions have been satisfied, as determined by the Committee and the Supervisory Board of ING Group.

Equity Compensation Plan: In 2012 and 2013, certain employees of the Company (principally those employed within the Investment Management business) received equity-based awards under ING America Insurance Holdings, Inc. Equity Compensation Plan (the “Equity Compensation Plan”). Awards made under the Equity Compensation Plan are settled in the form of ING Group ADRs.

Equity Compensation Plan awards to employees of the Company provided in 2013 were, upon the closing of the IPO, converted into Company-based equity awards under the 2013 Omnibus Plan. These awards are subject to a three-year vesting period provided that the participant is still employed by the Company on the relevant vesting date.

Equity Compensation Plan awards provided to the Company's employees in 2012 remain outstanding and are subject to a three-year vesting period, provided that the participant is still employed by the Company on the relevant vesting date.

Compensation Cost

The Company measures the cost of the share-based awards at their grant date fair value, based upon the market value of the stock, and recognizes that cost over the vesting period. Differences in actual versus expected experience or changes in expected forfeitures are recognized in the period of change. Compensation expense is principally related to the granting of PSUs, RSUs and stock options and is recognized in Operating expenses in the Consolidated Statements of Operations.

The liability related to the awards made under the Phantom Plan is recorded within Other liabilities on the Consolidated Balance Sheets. Unlike equity-settled awards, which have a fixed grant-date fair value, the fair value of unvested cash-settled awards is remeasured at the end of each reporting period until the awards vest.

As a result of the reduction of ING Group's ownership in Voya Financial, Inc. to approximately 43%% on March 25, 2014, those ING Group equity awards that were not converted to equity awards of Voya Financial, Inc. are no longer deemed to be granted to employees of ING Group. Therefore, beginning on March 25, 2014, the compensation cost is remeasured at each reporting date until the awards vest. The remeasured cost is recognized prospectively on a pro-rata basis equal to the proportion of service provided by the award recipients as nonemployees to the total requisite service period of the award. The corresponding amount for the 2012 ING Group LSPP awards, which are settled through the issuance of new ING Group equity securities, is recorded as a capital contribution. The corresponding amount for the 2012 Equity Compensation Plan awards, which are settled through the delivery of ING Group ADRs acquired by the Company in the secondary market, is recorded as a liability. The impact of the remeasurement of the compensation cost of these awards for the year ended, December 31, 2014 was immaterial.

The following table summarizes pre-tax share-based compensation costs, which includes costs related to awards granted under the 2013 Omnibus Plan, Director Plan, Phantom Plan and ING Group share-based compensation plans for the periods indicated:



	Year Ended December 31,
	2014		2013		2012⁽²⁾
RSUs ⁽¹⁾	$	45.4	$	24.2	$	24.4
RSUs - Deal incentive awards	8.5		29.5		—
PSU awards⁽¹⁾	60.1		40.6		36.8
Stock options	—		0.8		5.2
Phantom Plans	4.2		—		—
Total	118.2		95.1		66.4
Income tax benefit⁽³⁾	41.4		—		—
Share-based compensation	$	76.8	$	95.1	$	66.4

⁽¹⁾ This table includes compensation costs of $6.9 and $14.9 of ING Group RSUs, respectively, for the years ended December 31, 2014 and 2013. In addition, compensation costs of $30.6 and $24.5 of ING Group LSPP PSU awards, respectively, for the years ended December 31, 2014 and 2013 are included as well.

⁽²⁾ All compensation costs recognized during the period December 31, 2012 represent the Company's allocated portion of ING Group share-based compensation plans and ING Group stock option plans.

⁽³⁾ The Company recognized no income tax benefit due to valuation allowances for the periods 2012 and 2013. See the Income Taxes Note to these Consolidated Financial Statements for additional information.

Awards Outstanding

The following tables summarize the number of awards under the Omnibus Plans for the periods indicated:



	RSUs				RSUs - Deal Incentive Awards					PSU Awards
_{(awards in millions)}	Number of Awards		Weighted Average Grant Date Fair Value		Number of Awards			Weighted Average Grant Date Fair Value		Number of Awards⁽¹⁾		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	1.6		$	19.15	0.8			$	19.50	0.5		$	28.06
Adjusted for PSU performance factor	N/A		N/A		N/A			N/A		0.3		28.27
Granted	1.8		37.02		0.2			29.83		0.7		36.98
Vested	(0.1	)	21.05		(1.0	)		21.15		(0.8	)	28.30
Forfeited	(0.1	)	29.53		—		*	—		(0.1	)	35.35
Outstanding at December 31, 2014	3.2		$	28.80	—		⁽²⁾	$	—	0.6		$	37.01

Awards expected to vest as of December 31, 2014	3.2		$	28.80	—			$	—	0.6		$	37.01

* Less than 0.1

⁽¹⁾Based upon performance through December 31, 2014, recipients of performance awards would be entitled to 133.0% of shares at the vesting date. The performance awards are included in the preceding table as if the participants earn shares equal to 100% of the units granted.

⁽²⁾Excludes 70,880 of RSUs - Deal Incentive Awards granted in 2013 that proportionally vest upon sales of the Company's stock by ING Group.



	RSUs		RSUs - Deal Incentive Awards⁽¹⁾		PSU Awards
Unrecognized compensation cost	$	47.7	$	—	$	4.7
Expected remaining weighted-average period of expense recognition (in years)	1.67		—		0.23

⁽¹⁾Excludes 70,880 of RSUs - Deal Incentive Awards granted in 2013 that proportionally vest upon sales of the Company's stock by ING Group.

The total grant date fair value of shares vested for the year ended December 31, 2014 was $2.8, $20.2 and $22.9 for RSUs, RSUs - Deal Incentive Awards and PSU awards, respectively.



ING Group Awards Outstanding
_{(awards in millions)}	Stock Options		RSUs		PSU Awards
Year Ended December 31, 2014	13.4		1.3		1.4
Year Ended December 31, 2013	16.3		3.2		2.5
Year Ended December 31, 2012	19.7		6.1		8.5

2014 Unrecognized compensation cost	$	—	$	0.5	$	4.6
2014 Expected remaining weighted-average period of expense recognition (in years)	—		0.37		0.24