1. Basis of Presentation

The condensed financial information of Voya Financial, Inc. should be read in conjunction with the consolidated financial statements of Voya Financial, Inc. and its subsidiaries (collectively the “Company”) and the notes thereto (the “Consolidated Financial Statements”).

Prior to May 2013, the Company was an indirect, wholly owned subsidiary of ING Groep N.V. ("ING Group" or "ING"), a global financial services holding company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange. In 2009, ING Group announced the anticipated separation of its global banking and insurance businesses, including the divestiture of the Company. On April 11, 2013, the Company announced plans to rebrand in the future as Voya Financial, Inc. On May 2, 2013, the common stock of Voya Financial, Inc. began trading on the New York Stock Exchange under the symbol "VOYA." On May 7, 2013 and May 31, 2013, Voya Financial, Inc. completed its initial public offering of common stock, including the issuance and sale by Voya Financial, Inc. of 30,769,230 shares of common stock and the sale by ING Insurance International B.V. ("ING International"), an indirect, wholly owned subsidiary of ING Group and previously the sole stockholder of Voya Financial, Inc., of 44,201,773 shares of outstanding common stock of Voya Financial, Inc. (collectively, "the IPO"). On September 30, 2013, ING International transferred all of its shares of Voya Financial, Inc. common stock to ING Group.

On October 29, 2013, ING Group completed a sale of 37,950,000 shares of common stock of the Company in a registered public offering ("Secondary Offering"), reducing ING Group's ownership in the Company to 57%.

On March 25, 2014, ING Group completed a sale of 30,475,000 shares of common stock of Voya Financial, Inc. in a registered public offering (the "March 2014 Offering"). Also on March 25, 2014, pursuant to the terms of a share repurchase agreement between ING Group and Voya Financial, Inc., Voya Financial, Inc. acquired 7,255,853 shares of its common stock from ING Group (the "March 2014 Direct Share Repurchase") (the March 2014 Offering and the March 2014 Direct Share Repurchase collectively, the "March 2014 Transactions"). Upon completion of the March 2014 Transactions, ING Group's ownership of Voya Financial, Inc. was reduced to approximately 43%.

On September 8, 2014, ING Group completed a sale of 22,277,993 shares of common stock of Voya Financial, Inc. in a registered public offering (the "September 2014 Offering"). Also on September 8, 2014, pursuant to the terms of a share repurchase agreement between ING Group and Voya Financial, Inc., Voya Financial, Inc. acquired 7,722,007 shares of its common stock from ING Group (the "September 2014 Direct Share Repurchase") (the September 2014 Offering and the September 2014 Direct Share Repurchase collectively, the "September 2014 Transactions"). Upon completion of the September 2014 Transactions, ING Group's ownership of Voya Financial, Inc. was reduced to 32.5%.

On November 18, 2014, ING Group completed a sale of 30,030,013 shares of common stock of Voya Financial, Inc. in a registered public offering (the "November 2014 Offering"). Also on November 18, 2014, pursuant to the terms of a share repurchase agreement between ING Group and Voya Financial, Inc., Voya Financial, Inc. acquired 4,469,987 shares of its common stock from ING Group (the "November 2014 Direct Share Repurchase") (the November 2014 Offering and the November 2014 Direct Share Repurchase collectively, the "November 2014 Transactions"). Upon completion of the November 2014 Transactions, ING Group's ownership of Voya Financial, Inc. was reduced to 19%. Pursuant to an agreement with the European Union, ING Group is required to divest its remaining ownership stake in the Company by the end of 2016.

The accompanying financial information reflects the results of operations, financial position and cash flows for Voya Financial, Inc. The financial information is in conformity with accounting principles generally accepted in the United States and require management to adopt accounting policies and make certain estimates and assumptions. Investments in subsidiaries are accounted for using the equity method of accounting.

2. Loans to Subsidiaries

Voya Financial, Inc. maintains reciprocal loan agreements with subsidiaries to facilitate unanticipated short-term cash requirements that arise in the ordinary course of business. Under these loan agreements, the limitations on borrowing are based on the nature of the subsidiary's operations. For reciprocal loan agreements with insurance companies, the amounts that either party may borrow from the other under the agreement vary and are equal to 2%-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. For reciprocal loan agreements with non-insurance subsidiaries, the limits vary and are set by management based on an assessment of the financial position of the subsidiary. During the years ended 2013 and 2012, interest on any borrowing by a subsidiary was charged at the rate of Voya Financial, Inc.'s cost of funds for the interest period, plus 0.15%. Effective January 2014, interest on any borrowing by a subsidiary under a reciprocal loan agreement is charged at a rate based on the prevailing market rate for similar third-party borrowings for securities. Borrowings by Voya Alternative Asset Management LLC ("VAAM") occur to enable VAAM to make capital contributions to the Voya Multi-Strategy Opportunity Fund LLC ("the fund"), the fund that it manages. The applicable variable interest rate is equal to the rate of return on capital invested in the fund, which may be negative over any given period.

Interest income earned on loans to subsidiaries was $5.0, $2.0 and $1.1 for the years ended December 31, 2014, 2013 and 2012, respectively. Interest income is included in Net investment income in the Condensed Statements of Operations.

The following table summarizes the carrying value of the Company’s loans to subsidiaries for the periods indicated:



				As of December 31,
Subsidiaries	Rate		Maturity Date	2014		2013
Voya Alternative Asset Management LLC	-7.00	%	06/30/2015	$	3.3	$	4.1
Voya Investment Management, LLC	2.01	%	01/05/2015	6.0		8.0
Voya Investment Management, LLC	2.01	%	01/07/2015	5.0		—
Voya Services Company	0.90	%	01/02/2014	—		69.8
Voya Payroll Management, Inc.	1.99	%	01/02/2015	5.0		—
Voya Holdings Inc.	2.04	%	01/28/2015	149.7		69.2
Voya Holdings Inc.	1.12	%	01/09/2014	—		34.5
Voya Holdings Inc.	1.12	%	01/14/2014	—		21.7
Security Life of Denver International Limited	1.12	%	01/14/2014	—		4.0
Total				$	169.0	$	211.3

3. Financing Agreements

Short-term Debt

Voya Financial, Inc. did not have any short-term debt borrowings outstanding as of December 31, 2014 and 2013.

Inter-company financing

Under the reciprocal loan agreements with subsidiaries, interest on any borrowing by Voya Financial, Inc. from a subsidiary was charged during 2013 at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration. Effective January 2014, interest on any borrowing under reciprocal loan agreements is charged at the prevailing market interest rate for similar third-party borrowings for securities.

Long-term Debt

The following table summarizes Voya Financial, Inc.'s long-term debt securities for the periods indicated:



				As of December 31,
	Interest Rate		Maturity	2014		2013
5.5% Senior Notes, due 2022	5.5	%	7/15/2022	$	849.6	$	849.6
2.9% Senior Notes, due 2018	2.9	%	2/15/2018	998.9		998.5
5.7% Senior Notes, due 2043	5.7	%	7/15/2043	398.6		398.6
5.65% Fixed-to-Floating Rate Junior Subordinated Notes, due 2053	5.65	%	5/15/2053	750.0		750.0
Subtotal				2,997.1		2,996.7
Less: Current portion of long-term debt				—		—
Total				$	2,997.1	$	2,996.7

As of December 31, 2014 and 2013, Voya Financial, Inc. was in compliance with its debt covenants related to the borrowings in the table above.

As of December 31, 2014, aggregate amounts of future principal payments of long-term debt for the next five years and thereafter are as follows:



2015	$	—
2016	—
2017	—
2018	1,000.0
2019	—
Thereafter	2,000.0
Total	$	3,000.0

Credit Facilities

Voya Financial, Inc. maintains credit facilities used primarily for collateral required under affiliated reinsurance transactions and also for general corporate purposes. Unsecured and uncommitted credit facilities totaled $1.7 and unsecured and committed facilities totaled $6.5 billion. Voya Financial, Inc. additionally has approximately $10.0 of secured facilities. Of the aggregate $6.5 billion capacity available, Voya Financial, Inc. utilized $3.9 billion in credit facilities outstanding as of December 31, 2014. Total fees associated with credit facilities in 2014, 2013 and 2012 totaled $58.5, $92.3 and $166.4, respectively.

Guarantees

Voya Financial, Inc. provides an indemnification of a securities lending agreement between the Master Trust and a third-party bank. In the event of default on the securities lending agreement by the Master Trust, Voya Financial, Inc. is required to indemnify the third-party bank for the outstanding obligations of the Master Trust. These agreements and the related indemnifications amounted to $750.0 and $1.5 billion as of December 31, 2014 and 2013, respectively, and were entered into to obtain collateral to support Voya Financial, Inc.'s reinsurance obligations and are effective for the duration that the collateral remains outstanding.

In the normal course of business, Voya Financial, Inc. enters into indemnification agreements with financial institutions that issue surety bonds on behalf of Voya Financial, Inc. or its subsidiaries in connection with litigation matters.

The following surplus maintenance agreements associated with Voya Financial, Inc.'s captive reinsurance subsidiaries are effective for the duration of the in force policies subject to the related reinsurance transactions:

On December 31, 2010, Voya Financial, Inc. entered into a surplus maintenance agreement with Roaring River II, LLC ("Roaring River II"), a wholly owned subsidiary of Voya Financial, Inc., whereby Voya Financial, Inc. agrees to cause Roaring River II to maintain Adjusted Capital and Surplus at 250% of its Company Action Level Risk-Based Capital ("CAL"). The Roaring River II agreement includes a provision for capital contributions to be made in the event certain expense thresholds are exceeded by Roaring River II.

On September 6, 2012, Voya Financial, Inc. entered into a reimbursement agreement with a third-party bank for its wholly owned subsidiary, Roaring River III, LLC ("Roaring River III"). At inception, the reimbursement agreement requires Voya Financial, Inc. to cause $165.0 of capital to be maintained in Roaring River III Holding LLC, the intermediate holding company of Roaring River III, and $60.0 of capital to be maintained in Roaring River III for a total of $225.0. On December 18, 2014, Voya Financial, Inc. terminated the reimbursement agreement. Therefore, effective December 18, 2014, the guarantee obligations of Voya Financial, Inc. were extinguished.

On January 1, 2014, Voya Financial, Inc. entered into a reimbursement agreement with a third-party bank for its wholly owned subsidiary, Roaring River IV, LLC ("Roaring River IV"). At inception, the reimbursement agreement requires Voya Financial, Inc. to cause no less than $78.6 of capital to be maintained in Roaring River IV Holding LLC, the intermediate holding company of Roaring River IV and Roaring River III Holding LLC, and $45.0 of capital to be maintained in Roaring River IV for a total of $123.6. This amount is exclusive of any capital held for Roaring River III Holding LLC and will vary over time based on a percentage of Roaring River IV in force life insurance.

On June 28, 2007, the Voya Financial, Inc. entered into a surplus maintenance agreement whereby Voya Financial, Inc. agreed to cause Whisperingwind III, LLC ("WWIII") to maintain Adjusted Capital and Surplus at 200% of its CAL. Effective January 1, 2014, the surplus maintenance agreement was terminated when the reinsurance agreements with WWIII were novated to Roaring River IV.

Effective January 15, 2014, Voya Financial, Inc. entered into a surplus maintenance agreement with Langhorne I, LLC ("Langhorne I"), a wholly owned captive reinsurance subsidiary, whereby Voya Financial, Inc. agrees to cause

Langhorne I to maintain capital of at least $85.0.

The maximum potential obligations associated with the above surplus maintenance agreements are not specified in the agreements and therefore, it is not possible to determine the maximum potential amounts due under these guarantees.

Voya Financial, Inc. entered into a guaranty agreement on December 31, 2013 with a third-party bank in order to guarantee certain reimbursement obligations of Security Life of Denver International Limited, a wholly owned subsidiary of Voya Financial, Inc., under a $250.0 letter of credit facility with a third party.

NN Group issued a $500.0 loan to Voya Holdings Inc. on August 9, 2007. This loan had an interest rate of LIBOR plus 0.05% and was scheduled to mature on April 29, 2016. Upon issuance of this loan, Voya Financial, Inc. entered into an agreement in which it guaranteed all obligations under the loan agreement to ING V. On July 5, 2013 all amounts outstanding under this loan were repaid.

Voya Holdings Inc. issued $50.0 of 8.424% Trust Originated Preferred Securities (“ToPR”) on April 3, 1997 due on April 1, 2027. As of December 31, 2014, $13.0 total principal value amount is outstanding. On January 27, 2003, Voya Financial, Inc. entered into an agreement in which it guaranteed the full payment when due of all obligations under ToPR. Under the same guarantee agreement, Voya Financial, Inc. also unconditionally guarantees the payment of any principal or interest due in respect of Voya Holdings notes ("Aetna Notes"). As of December 31, 2014, the remaining principal amounts of the Aetna Notes outstanding were $506.1.

Effective February 25, 2000, Voya Financial, Inc. entered into a Corporate Guarantee Agreement with a third-party ceding insurer where Voya Financial, Inc. guarantees the reinsurance obligations of one of its wholly owned subsidiaries assumed under a reinsurance agreement with the third-party cedent. The maximum potential obligation is not specified or applicable. Since these obligations are not subject to limitations, it is not possible to determine the maximum potential amount due under these guarantees.

There were no assets or liabilities recognized by Voya Financial, Inc. as of December 31, 2014 and 2013 in relation to these intercompany indemnifications and support agreements. As of December 31, 2014 and 2013, no circumstances existed in which Voya Financial, Inc. was required to currently perform under these indemnifications and support agreements.

4. Returns of Capital and Dividends

Voya Financial, Inc. received returns of capital and dividends from the following subsidiaries for the periods indicated:



	Year Ended December 31,
	2014		2013		2012
Voya Holdings Inc.	$	795.0	$	987.0	$	733.0
Security Life of Denver Insurance Company	32.0		447.0		80.0
Voya Financial Products Company, Inc.	75.0		—		—
Total	$	902.0	$	1,434.0	$	813.0

5. Income Taxes

As of December 31, 2014 and 2013, Voya Financial, Inc. held deferred tax assets related to loss and credit carryforwards, some of which have not been realized by its subsidiaries but have been reimbursed to the subsidiaries by Voya Financial, Inc. pursuant to the intercompany tax sharing agreement. The total deferred tax assets were primarily comprised of federal net operating loss, state net operating loss and credit carryforwards.

Valuation allowances have been applied to these deferred tax assets as of December 31, 2014 and 2013. Character, amount and estimated expiration date of the carryforwards and the related allowances are disclosed in the Income Taxes Note to these Consolidated Financial Statements.

As of December 31, 2014 and 2013, Voya Financial, Inc. has recognized deferred tax assets of $398.2 and $204.4, respectively, primarily related to federal net operating loss carryforwards and AMT credit carryforwards.

Tax Sharing Agreement

Voya Financial, Inc. has entered into a federal tax sharing agreement with members of an affiliated group as defined in Section 1504 of the Internal Revenue Code of 1986, as amended. The agreement provides for the manner of calculation and the amounts/timing of the payments between the parties as well as other related matters in connection with the filing of consolidated federal income tax returns. For 2012 and prior years, the federal tax sharing agreement required Voya Financial, Inc. to pay its subsidiaries for the tax benefits of ordinary and capital losses as they were incurred, and in turn required its subsidiaries to pay Voya Financial, Inc. for the taxes payable on their ordinary income and capital gains. Under the agreement, Voya Financial, Inc. was required to make payments even if losses do not offset other subsidiaries' ordinary income or capital gains. Effective January 1, 2013, the parties have entered into a federal tax sharing agreement which provides that for 2013 and subsequent years, Voya Financial, Inc. will pay its subsidiaries for the tax benefits of ordinary and capital losses only in the event that the consolidated tax group actually uses the tax benefit of losses generated.

Voya Financial, Inc. has also entered into a state tax sharing agreement with each of the specific subsidiaries that are parties to the agreement. The state tax agreement applies to situations in which Voya Financial, Inc. and all or some of the subsidiaries join in the filing of a state or local franchise, income tax, or other tax return on a consolidated, combined or unitary basis.