Condensed Consolidating Financial Information

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered" ("Rule 3-10"). The condensed consolidating financial information presents the financial position of Voya Financial, Inc. ("Parent Issuer"), Voya Holdings ("Subsidiary Guarantor") and all other subsidiaries ("Non-Guarantor Subsidiaries") of the Company at September 30, 2014 and December 31, 2013, their results of operations and comprehensive income for the three and nine months ended September 30, 2014 and 2013 and their statements of cash flows for the nine months ended September 30, 2014 and 2013.

The 5.5% senior notes due 2022, the 2.9% senior notes due 2018 and the 5.7% senior notes due 2043 (collectively, the "Senior Notes") and the 5.65% fixed-to-floating rate junior subordinated notes due 2053 (the "Junior Subordinated Notes") are fully and unconditionally guaranteed by Voya Holdings, a 100% owned subsidiary of the Company. No other subsidiary of Voya Financial, Inc. guarantees the Senior Notes or the Junior Subordinated Notes. Rule 3-10(h) provides that a guarantee is full and unconditional if, when the issuer of a guaranteed security has failed to make a scheduled payment, the guarantor is obligated to make the scheduled payment immediately and, if it does not, any holder of the guaranteed security may immediately bring suit directly against the guarantor for payment of amounts due and payable. In the event that Voya Holdings does not fulfill the guaranteed obligations, any holder of the Senior Notes or the Junior Subordinated Notes may immediately bring a claim against Voya Holdings for amounts due and payable. See the Insurance Subsidiaries Note to these Condensed Consolidated Financial Statements for information on any significant restrictions on the ability of the Parent Issuer or Subsidiary Guarantor to obtain funds from its subsidiaries by dividend or return of capital.

The following condensed consolidating financial information is presented in conformance with the components of the Condensed Consolidated Financial Statements. Investments in subsidiaries are accounted for using the equity method for purposes of illustrating the consolidating presentation. Equity in the subsidiaries is therefore reflected in the Parent Issuer's and Subsidiary Guarantor's Investment in subsidiaries and Equity in earnings of subsidiaries. Non-Guarantor Subsidiaries represent all other subsidiaries on a combined basis. The consolidating adjustments presented herein eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed Consolidating Balance Sheet

September 30, 2014



	Parent Issuer		Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value	$	—	$	—		$	70,171.0		$	(15.3	)	$	70,155.7
Fixed maturities, at fair value using the fair value option	—		—			3,557.8			—			3,557.8
Equity securities, available-for-sale, at fair value	81.8		—			188.7			—			270.5
Short-term investments	—		—			1,173.1			—			1,173.1
Mortgage loans on real estate, net of valuation allowance	—		—			9,949.7			—			9,949.7
Policy loans	—		—			2,104.2			—			2,104.2
Limited partnerships/corporations	—		—			348.2			—			348.2
Derivatives	66.5		—			1,236.2			(165.9		)	1,136.8
Investments in subsidiaries	16,591.1		13,155.6			—			(29,746.7		)	—
Other investments	—		3.9			102.9			—			106.8
Securities pledged	—		—			1,021.6			—			1,021.6
Total investments	16,739.4		13,159.5			89,853.4			(29,927.9		)	89,824.4
Cash and cash equivalents	474.0		3.7			1,430.8			—			1,908.5
Short-term investments under securities loan agreements, including collateral delivered	30.7		—			583.2			(20.1		)	593.8
Accrued investment income	—		—			926.9			—			926.9
Reinsurance recoverable	—		—			6,752.5			—			6,752.5
Deferred policy acquisition costs and Value of business acquired	—		—			4,779.9			—			4,779.9
Sales inducements to contract holders	—		—			259.9			—			259.9
Current income taxes	52.4		(9.2		)	(34.8		)	—			8.4
Goodwill and other intangible assets	—		—			296.1			—			296.1
Loans to subsidiaries and affiliates	206.3		0.1			0.5			(206.9		)	—
Due from subsidiaries and affiliates	12.6		0.1			4.4			(17.1		)	—
Other assets	51.3		—			1,000.8			(0.7		)	1,051.4
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	—		—			3,842.8			—			3,842.8
Cash and cash equivalents	—		—			560.9			—			560.9
Corporate loans, at fair value using the fair value option	—		—			6,262.9			—			6,262.9
Other assets	—		—			176.1			—			176.1
Assets held in separate accounts	—		—			107,059.3			—			107,059.3
Total assets	$	17,566.7	$	13,154.2		$	223,755.6		$	(30,172.7	)	$	224,303.8

Condensed Consolidating Balance Sheet

September 30, 2014



	Parent Issuer			Subsidiary Guarantor		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Liabilities and Shareholders' Equity:
Future policy benefits	$	—		$	—	$	15,048.1		$	—		$	15,048.1
Contract owner account balances	—			—		69,091.0			—			69,091.0
Payables under securities loan agreement, including collateral held	—			—		927.1			—			927.1
Short-term debt with affiliates	—			188.0		18.2			(206.2		)	—
Long-term debt	2,997.0			515.1		18.7			(15.3		)	3,515.5
Funds held under reinsurance agreements	—			—		1,136.7			—			1,136.7
Derivatives	99.4			—		723.3			(165.9		)	656.8
Pension and other post-employment provisions	—			—		454.2			—			454.2
Deferred income taxes	(176.4		)	—		623.8			—			447.4
Due to subsidiaries and affiliates	3.2			1.2		(2.3		)	(2.1		)	—
Other liabilities	58.4			6.3		1,287.6			(36.5		)	1,315.8
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	—			—		6,344.4			—			6,344.4
Other liabilities	—			—		1,163.3			—			1,163.3
Liabilities related to separate accounts	—			—		107,059.3			—			107,059.3
Total liabilities	2,981.6			710.6		203,893.4			(426.0		)	207,159.6
Shareholders' equity:
Total Voya Financial, Inc. shareholders' equity	14,585.1			12,443.6		17,303.1			(29,746.7		)	14,585.1
Noncontrolling interest	—			—		2,559.1			—			2,559.1
Total shareholders' equity	14,585.1			12,443.6		19,862.2			(29,746.7		)	17,144.2
Total liabilities and shareholders' equity	$	17,566.7		$	13,154.2	$	223,755.6		$	(30,172.7	)	$	224,303.8

Condensed Consolidating Balance Sheet

December 31, 2013



	Parent Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value	$	—	$	—	$	68,333.2		$	(15.4	)	$	68,317.8
Fixed maturities, at fair value using the fair value option	—		—		2,935.3			—			2,935.3
Equity securities, available-for-sale, at fair value	76.6		20.6		217.2			—			314.4
Short-term investments	—		—		1,048.1			—			1,048.1
Mortgage loans on real estate, net of valuation allowance	—		—		9,312.2			—			9,312.2
Policy loans	—		—		2,147.0			—			2,147.0
Limited partnerships/corporations	—		—		236.4			—			236.4
Derivatives	69.9		—		1,261.8			(182.4		)	1,149.3
Investments in subsidiaries	15,103.8		12,572.7		—			(27,676.5		)	—
Other investments	—		0.4		124.2			—			124.6
Securities pledged	—		—		1,465.7			—			1,465.7
Total investments	15,250.3		12,593.7		87,081.1			(27,874.3		)	87,050.8
Cash and cash equivalents	640.2		1.1		2,199.5			—			2,840.8
Short-term investments under securities loan agreements, including collateral delivered	30.7		—		542.3			(20.1		)	552.9
Accrued investment income	—		—		897.1			—			897.1
Reinsurance recoverable	—		—		6,702.2			—			6,702.2
Deferred policy acquisition costs and Value of business acquired	—		—		5,351.6			—			5,351.6
Sales inducements to contract holders	—		—		279.0			—			279.0
Deferred income taxes	204.4		—		(42.3		)	—			162.1
Goodwill and other intangible assets	—		—		323.7			—			323.7
Loans to subsidiaries and affiliates	211.3		—		0.3			(211.6		)	—
Due from subsidiaries and affiliates	26.9		0.6		1.7			(29.2		)	—
Other assets	43.4		—		995.1			(2.0		)	1,036.5
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	—		—		3,218.6			—			3,218.6
Cash and cash equivalents	—		—		710.7			—			710.7
Corporate loans, at fair value using the fair value option	—		—		4,965.3			—			4,965.3
Other assets	—		—		104.8			—			104.8
Assets held in separate accounts	—		—		106,827.1			—			106,827.1
Total assets	$	16,407.2	$	12,595.4	$	220,157.8		$	(28,137.2	)	$	221,023.2

Condensed Consolidating Balance Sheet

December 31, 2013



	Parent Issuer			Subsidiary Guarantor		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Liabilities and Shareholders' Equity:
Future policy benefits	$	—		$	—	$	14,098.4	$	—		$	14,098.4
Contract owner account balances	—			—		69,908.3		—			69,908.3
Payables under securities loan agreement, including collateral held	—			—		769.4		—			769.4
Short-term debt with affiliates	—			125.4		85.9		(211.3		)	—
Long-term debt	2,996.7			514.7		18.7		(15.4		)	3,514.7
Funds held under reinsurance agreements	—			—		1,181.5		—			1,181.5
Derivatives	114.0			—		1,420.2		(182.4		)	1,351.8
Pension and other post-employment provisions	—			—		474.9		—			474.9
Current income taxes	(47.0		)	10.6		80.5		—			44.1
Due to subsidiaries and affiliates	0.2			1.5		12.5		(14.2		)	—
Other liabilities	71.1			14.4		1,226.0		(37.4		)	1,274.1
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	—			—		5,161.6		—			5,161.6
Other liabilities	—			—		903.3		—			903.3
Liabilities related to separate accounts	—			—		106,827.1		—			106,827.1
Total liabilities	3,135.0			666.6		202,168.3		(460.7		)	205,509.2
Shareholders' equity:
Total Voya Financial, Inc. shareholders' equity	13,272.2			11,928.8		15,747.7		(27,676.5		)	13,272.2
Noncontrolling interest	—			—		2,241.8		—			2,241.8
Total shareholders' equity	13,272.2			11,928.8		17,989.5		(27,676.5		)	15,514.0
Total liabilities and shareholders' equity	$	16,407.2		$	12,595.4	$	220,157.8	$	(28,137.2	)	$	221,023.2

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2014



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	(0.1	)	$	—		$	1,165.3		$	(1.6	)	$	1,163.6
Fee income	—			—			908.9			—			908.9
Premiums	—			—			595.1			—			595.1
Net realized gains (losses):
Total other-than-temporary impairments	—			—			(19.5		)	—			(19.5		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			(0.1		)	—			(0.1		)
Net other-than-temporary impairments recognized in earnings	—			—			(19.4		)	—			(19.4		)
Other net realized capital gains (losses)	0.1			0.1			200.2			—			200.4
Total net realized capital gains (losses)	0.1			0.1			180.8			—			181.0
Other revenue	0.7			—			101.0			(0.7		)	101.0
Income (loss) related to consolidated investment entities:
Net investment income (loss)	—			—			248.0			—			248.0
Changes in fair value related to collateralized loan obligations	—			—			(6.5		)	—			(6.5		)
Total revenues	0.7			0.1			3,192.6			(2.3		)	3,191.1
Benefits and expenses:
Policyholder benefits	—			—			1,234.7			—			1,234.7
Interest credited to contract owner account balances	—			—			498.2			—			498.2
Operating expenses	0.6			(0.1		)	767.5			(0.7		)	767.3
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			30.6			—			30.6
Interest expense	36.9			11.0			0.9			(1.6		)	47.2
Operating expenses related to consolidated investment entities:
Interest expense	—			—			56.6			—			56.6
Other expense	—			—			1.7			—			1.7
Total benefits and expenses	37.5			10.9			2,590.2			(2.3		)	2,636.3
Income (loss) before income taxes	(36.8		)	(10.8		)	602.4			—			554.8
Income tax expense (benefit)	—			(12.0		)	(26.8		)	76.2			37.4
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(36.8		)	1.2			629.2			(76.2		)	517.4
Equity in earnings (losses) of subsidiaries, net of tax	437.6			434.0			—			(871.6		)	—
Net income (loss) including noncontrolling interest	400.8			435.2			629.2			(947.8		)	517.4
Less: Net income (loss) attributable to noncontrolling interest	—			—			116.6			—			116.6
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	400.8		$	435.2		$	512.6		$	(947.8	)	$	400.8

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2014



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	7.0		$	0.1		$	3,428.4		$	(5.4	)	$	3,430.1
Fee income	—			—			2,738.0			—			2,738.0
Premiums	—			—			1,825.4			—			1,825.4
Net realized gains (losses):
Total other-than-temporary impairments	—			—			(25.4		)	—			(25.4		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			(0.2		)	—			(0.2		)
Net other-than-temporary impairments recognized in earnings	—			—			(25.2		)	—			(25.2		)
Other net realized capital gains (losses)	(4.7		)	0.8			(347.0		)	—			(350.9		)
Total net realized capital gains (losses)	(4.7		)	0.8			(372.2		)	—			(376.1		)
Other revenue	2.3			0.2			316.6			(2.3		)	316.8
Income (loss) related to consolidated investment entities:
Net investment income (loss)	—			—			630.0			—			630.0
Changes in fair value related to collateralized loan obligations	—			—			(4.1		)	—			(4.1		)
Total revenues	4.6			1.1			8,562.1			(7.7		)	8,560.1
Benefits and expenses:
Policyholder benefits	—			—			2,910.9			—			2,910.9
Interest credited to contract owner account balances	—			—			1,485.3			—			1,485.3
Operating expenses	2.9			—			2,314.5			(2.3		)	2,315.1
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			272.4			—			272.4
Interest expense	111.7			32.5			3.5			(5.4		)	142.3
Operating expenses related to consolidated investment entities:
Interest expense	—			—			152.3			—			152.3
Other expense	—			—			5.7			—			5.7
Total benefits and expenses	114.6			32.5			7,144.6			(7.7		)	7,284.0
Income (loss) before income taxes	(110.0		)	(31.4		)	1,417.5			—			1,276.1
Income tax expense (benefit)	—			(10.7		)	6.3			78.6			74.2
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(110.0		)	(20.7		)	1,411.2			(78.6		)	1,201.9
Equity in earnings (losses) of subsidiaries, net of tax	1,015.2			572.2			—			(1,587.4		)	—
Net income (loss) including noncontrolling interest	905.2			551.5			1,411.2			(1,666.0		)	1,201.9
Less: Net income (loss) attributable to noncontrolling interest	—			—			296.7			—			296.7
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	905.2		$	551.5		$	1,114.5		$	(1,666.0	)	$	905.2

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2013



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	5.7		$	—		$	1,217.1		$	(1.2	)	$	1,221.6
Fee income	—			—			920.8			—			920.8
Premiums	—			—			494.2			—			494.2
Net realized gains (losses):
Total other-than-temporary impairments	—			—			(5.6		)	—			(5.6		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			(1.2		)	—			(1.2		)
Net other-than-temporary impairments recognized in earnings	—			—			(4.4		)	—			(4.4		)
Other net realized capital gains (losses)	—			—			(512.7		)	—			(512.7		)
Total net realized capital gains (losses)	—			—			(517.1		)	—			(517.1		)
Other revenue	0.6			1.4			120.1			(2.5		)	119.6
Income (loss) related to consolidated investment entities:
Net investment income (loss)	—			—			135.3			—			135.3
Changes in fair value related to collateralized loan obligations	—			—			60.9			—			60.9
Total revenues	6.3			1.4			2,431.3			(3.7		)	2,435.3
Benefits and expenses:
Policyholder benefits	—			—			570.7			—			570.7
Interest credited to contract owner account balances	—			—			517.0			—			517.0
Operating expenses	4.9			—			760.4			(2.5		)	762.8
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			64.6			—			64.6
Interest expense	35.7			12.5			1.4			(1.2		)	48.4
Operating expenses related to consolidated investment entities:
Interest expense	—			—			50.4			—			50.4
Other expense	—			—			1.4			—			1.4
Total benefits and expenses	40.6			12.5			1,965.9			(3.7		)	2,015.3
Income (loss) before income taxes	(34.3		)	(11.1		)	465.4			—			420.0
Income tax expense (benefit)	(89.6		)	(12.0		)	73.9			—			(27.7		)
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	55.3			0.9			391.5			—			447.7
Equity in earnings (losses) of subsidiaries, net of tax	291.3			292.7			—			(584.0		)	—
Net income (loss) including noncontrolling interest	346.6			293.6			391.5			(584.0		)	447.7
Less: Net income (loss) attributable to noncontrolling interest	—			—			101.1			—			101.1
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	346.6		$	293.6		$	290.4		$	(584.0	)	$	346.6

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2013



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	30.9		$	0.1		$	3,504.0		$	(2.5	)	$	3,532.5
Fee income	—			—			2,722.4			—			2,722.4
Premiums	—			—			1,440.9			—			1,440.9
Net realized gains (losses):
Total other-than-temporary impairments	—			—			(26.9		)	—			(26.9		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			(4.3		)	—			(4.3		)
Net other-than-temporary impairments recognized in earnings	—			—			(22.6		)	—			(22.6		)
Other net realized capital gains (losses)	—			—			(1,935.2		)	—			(1,935.2		)
Total net realized capital gains (losses)	—			—			(1,957.8		)	—			(1,957.8		)
Other revenue	3.4			1.7			323.9			(7.7		)	321.3
Income (loss) related to consolidated investment entities:
Net investment income (loss)	—			—			346.3			—			346.3
Changes in fair value related to collateralized loan obligations	—			—			(11.1		)	—			(11.1		)
Total revenues	34.3			1.8			6,368.6			(10.2		)	6,394.5
Benefits and expenses:
Policyholder benefits	—			—			1,822.2			—			1,822.2
Interest credited to contract owner account balances	—			—			1,556.8			—			1,556.8
Operating expenses	11.8			—			2,288.0			(7.7		)	2,292.1
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			319.6			—			319.6
Interest expense	92.0			42.3			4.8			(2.5		)	136.6
Operating expenses related to consolidated investment entities:
Interest expense	—			—			130.6			—			130.6
Other expense	—			—			6.1			—			6.1
Total benefits and expenses	103.8			42.3			6,128.1			(10.2		)	6,264.0
Income (loss) before income taxes	(69.5		)	(40.5		)	240.5			—			130.5
Income tax expense (benefit)	(93.1		)	(14.9		)	101.6			—			(6.4		)
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	23.6			(25.6		)	138.9			—			136.9
Equity in earnings (losses) of subsidiaries, net of tax	28.8			648.7			—			(677.5		)	—
Net income (loss) including noncontrolling interest	52.4			623.1			138.9			(677.5		)	136.9
Less: Net income (loss) attributable to noncontrolling interest	—			—			84.5			—			84.5
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	52.4		$	623.1		$	54.4		$	(677.5	)	$	52.4

Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended September 30, 2014



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss) including noncontrolling interest	$	400.8		$	435.2		$	629.2		$	(947.8	)	$	517.4
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	(510.8		)	(408.7		)	(510.8		)	919.5			(510.8		)
Other-than-temporary impairments	5.9			4.6			5.9			(10.5		)	5.9
Pension and other postretirement benefits liability	(3.4		)	(0.8		)	(3.4		)	4.2			(3.4		)
Other comprehensive income (loss), before tax	(508.3		)	(404.9		)	(508.3		)	913.2			(508.3		)
Income tax expense (benefit) related to items of other comprehensive income (loss)	(175.8		)	(139.6		)	(175.8		)	315.4			(175.8		)
Other comprehensive income (loss), after tax	(332.5		)	(265.3		)	(332.5		)	597.8			(332.5		)
Comprehensive income (loss)	68.3			169.9			296.7			(350.0		)	184.9
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			116.6			—			116.6
Comprehensive income (loss) attributable to Voya Financial, Inc.'s common shareholders	$	68.3		$	169.9		$	180.1		$	(350.0	)	$	68.3

Condensed Consolidating Statement of Comprehensive Income

For the Nine Months Ended September 30, 2014



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss) including noncontrolling interest	$	905.2		$	551.5		$	1,411.2		$	(1,666.0	)	$	1,201.9
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	1,478.4			975.1			1,482.4			(2,457.5		)	1,478.4
Other-than-temporary impairments	30.2			24.1			30.2			(54.3		)	30.2
Pension and other postretirement benefits liability	(10.3		)	(2.4		)	(10.3		)	12.7			(10.3		)
Other comprehensive income (loss), before tax	1,498.3			996.8			1,502.3			(2,499.1		)	1,498.3
Income tax expense (benefit) related to items of other comprehensive income (loss)	527.2			351.7			527.2			(878.9		)	527.2
Other comprehensive income (loss), after tax	971.1			645.1			975.1			(1,620.2		)	971.1
Comprehensive income (loss)	1,876.3			1,196.6			2,386.3			(3,286.2		)	2,173.0
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			296.7			—			296.7
Comprehensive income (loss) attributable to Voya Financial, Inc.'s common shareholders	$	1,876.3		$	1,196.6		$	2,089.6		$	(3,286.2	)	$	1,876.3

Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended September 30, 2013



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss) including noncontrolling interest	$	346.6		$	293.6		$	391.5		$	(584.0	)	$	447.7
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	(223.2		)	(92.4		)	(224.6		)	317.0			(223.2		)
Other-than-temporary impairments	13.5			8.8			13.5			(22.3		)	13.5
Pension and other postretirement benefits liability	(3.4		)	(0.8		)	(3.4		)	4.2			(3.4		)
Other comprehensive income (loss), before tax	(213.1		)	(84.4		)	(214.5		)	298.9			(213.1		)
Income tax expense (benefit) related to items of other comprehensive income (loss)	(75.3		)	(141.8		)	(75.4		)	217.2			(75.3		)
Other comprehensive income (loss), after tax	(137.8		)	57.4			(139.1		)	81.7			(137.8		)
Comprehensive income (loss)	208.8			351.0			252.4			(502.3		)	309.9
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			101.1			—			101.1
Comprehensive income (loss) attributable to Voya Financial, Inc.'s common shareholder	$	208.8		$	351.0		$	151.3		$	(502.3	)	$	208.8

Condensed Consolidating Statement of Comprehensive Income

For the Nine Months Ended September 30, 2013



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss) including noncontrolling interest	$	52.4		$	623.1		$	138.9		$	(677.5	)	$	136.9
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	(2,733.4		)	(1,750.6		)	(2,734.1		)	4,484.7			(2,733.4		)
Other-than-temporary impairments	44.8			25.2			44.8			(70.0		)	44.8
Pension and other postretirement benefits liability	(10.3		)	(2.4		)	(10.3		)	12.7			(10.3		)
Other comprehensive income (loss), before tax	(2,698.9		)	(1,727.8		)	(2,699.6		)	4,427.4			(2,698.9		)
Income tax expense (benefit) related to items of other comprehensive income (loss)	(938.2		)	(711.7		)	(938.0		)	1,649.7			(938.2		)
Other comprehensive income (loss), after tax	(1,760.7		)	(1,016.1		)	(1,761.6		)	2,777.7			(1,760.7		)
Comprehensive income (loss)	(1,708.3		)	(393.0		)	(1,622.7		)	2,100.2			(1,623.8		)
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			84.5			—			84.5
Comprehensive income (loss) attributable to Voya Financial, Inc.'s common shareholder	$	(1,708.3	)	$	(393.0	)	$	(1,707.2	)	$	2,100.2		$	(1,708.3	)



Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2014
	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(163.3	)	$	97.2		$	3,108.3		$	(126.0	)	$	2,916.2

Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	—			—			9,192.3			—			9,192.3
Equity securities, available-for-sale	13.0			13.0			37.7			—			63.7
Mortgage loans on real estate	—			—			937.6			—			937.6
Limited partnerships/corporations	—			—			137.6			—			137.6
Acquisition of:
Fixed maturities	—			—			(9,172.3		)	—			(9,172.3		)
Equity securities, available-for-sale	(15.6		)	—			(2.7		)	—			(18.3		)
Mortgage loans on real estate	—			—			(1,574.8		)	—			(1,574.8		)
Limited partnerships/corporations	—			—			(261.3		)	—			(261.3		)
Short-term investments, net	—			—			(124.5		)	—			(124.5		)
Policy loans, net	—			—			42.8			—			42.8
Derivatives, net	1.4			—			(672.1		)	—			(670.7		)
Other investments, net	—			0.8			37.7			—			38.5
Sales from consolidated investments entities	—			—			2,558.5			—			2,558.5
Purchases within consolidated investment entities	—			—			(4,292.6		)	—			(4,292.6		)
Maturity of intercompany loans issued to subsidiaries with maturities more than three months	0.8			—			—			(0.8		)	—
Net (issuance) maturity of short-term intercompany loans	4.2			—			—			(4.2		)	—
Return of capital contributions and dividends from subsidiaries	797.0			690.0			—			(1,487.0		)	—
Capital contributions to subsidiaries	(150.0		)	(171.0		)	—			321.0			—
Collateral received (delivered), net	—			—			116.8			—			116.8
Purchases of fixed assets, net	—			—			(26.5		)	—			(26.5		)
Net cash provided by (used in) investing activities	650.8			532.8			(3,065.8		)	(1,171.0		)	(3,053.2		)



Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2014
	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash Flows from Financing Activities:
Deposits received for investment contracts	—			—			5,681.5			—			5,681.5
Maturities and withdrawals from investment contracts	—			—			(7,332.9		)	—			(7,332.9		)
Debt issuance costs	(16.8		)	—			—			—			(16.8		)
Intercompany loans with maturities of more than three months	—			—			(0.8		)	0.8			—
Net (repayments of) proceeds from short-term intercompany loans	—			62.6			(66.8		)	4.2			—
Dividends to parent	—			—			(848.0		)	848.0			—
Return of capital contributions to parent	—			(690.0		)	(75.0		)	765.0			—
Contributions of capital from parent	—			—			321.0			(321.0		)	—
Borrowings of consolidated investment entities	—			—			340.5			—			340.5
Repayments of borrowings of consolidated investment entities	—			—			(66.6		)	—			(66.6		)
Contributions from (distributions to) participants in consolidated investment entities	—			—			1,235.9			—			1,235.9
Common stock acquired - Share repurchase	(614.4		)	—			—			—			(614.4		)
Share-based compensation	(14.8		)	—			—			—			(14.8		)
Dividends paid	(7.7		)	—			—			—			(7.7		)
Net cash provided by (used in) financing activities	(653.7		)	(627.4		)	(811.2		)	1,297.0			(795.3		)
Net increase (decrease) in cash and cash equivalents	(166.2		)	2.6			(768.7		)	—			(932.3		)
Cash and cash equivalents, beginning of period	640.2			1.1			2,199.5			—			2,840.8
Cash and cash equivalents, end of period	$	474.0		$	3.7		$	1,430.8		$	—		$	1,908.5



Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2013
	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	162.4		$	33.8		$	2,807.9		$	(62.0	)	$	2,942.1

Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	—			—			11,626.7			—			11,626.7
Equity securities, available-for-sale	9.9			13.7			23.5			—			47.1
Mortgage loans on real estate	—			0.4			1,253.1			—			1,253.5
Limited partnerships/corporations	—			—			274.8			—			274.8
Acquisition of:
Fixed maturities	—			—			(14,281.7		)	—			(14,281.7		)
Equity securities, available-for-sale	(10.5		)	—			(7.4		)	—			(17.9		)
Mortgage loans on real estate	—			—			(1,583.2		)	—			(1,583.2		)
Limited partnerships/corporations	—			—			(81.0		)	—			(81.0		)
Short-term investments, net	—			—			3,443.2			—			3,443.2
Policy loans, net	—			—			52.8			—			52.8
Derivatives, net	—			—			(1,981.6		)	—			(1,981.6		)
Other investments, net	—			(0.4		)	34.7			—			34.3
Sales from consolidated investments entities	—			—			2,518.7			—			2,518.7
Purchases within consolidated investment entities	—			—			(3,352.2		)	—			(3,352.2		)
Maturity of intercompany loans issued to subsidiaries with maturities more than three months	2.3			—			—			(2.3		)	—
Net maturity (issuance) of short-term intercompany loans	(274.5		)	58.0			261.1			(44.6		)	—
Return of capital contributions from subsidiaries	1,434.0			987.0			—			(2,421.0		)	—
Capital contributions to subsidiaries	(2,062.0		)	—			—			2,062.0			—
Collateral received (delivered), net	12.7			—			(764.2		)	—			(751.5		)
Purchases of fixed assets, net	—			—			(25.7		)	—			(25.7		)
Net cash provided by (used in) investing activities	(888.1		)	1,058.7			(2,588.4		)	(405.9		)	(2,823.7		)



Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2013
	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash Flows from Financing Activities:
Deposits received for investment contracts	—			—			8,985.2			—			8,985.2
Maturities and withdrawals from investment contracts	—			—			(9,648.9		)	—			(9,648.9		)
Proceeds from issuance of debt with maturities of more than three months	2,146.8			—			0.3			—			2,147.1
Repayment of debt with maturities of more than three months	(1,370.3		)	(638.6		)	(688.5		)	—			(2,697.4		)
Short-term debt, net	(171.7		)	—			0.1			—			(171.6		)
Debt issuance costs	(24.8		)	—			—			—			(24.8		)
Intercompany loans with maturities of more than three months	—			—			(2.3		)	2.3			—
Net (repayments of) proceeds from short-term intercompany loans	(319.1		)	253.3			21.2			44.6			—
Dividends to parent	—			—			(62.0		)	62.0			—
Return of capital contributions to parent	—			(987.0		)	(1,434.0		)	2,421.0			—
Contributions of capital from parent	—			280.0			1,782.0			(2,062.0		)	—
Borrowings of consolidated investment entities	—			—			32.0			—			32.0
Repayments of borrowings of consolidated investment entities	—			—			(8.5		)	—			(8.5		)
Contributions from (distributions to) participants in consolidated investment entities	—			—			626.7			—			626.7
Proceeds from issuance of common stock, net	571.6			—			—			—			571.6
Net cash provided by (used in) financing activities	832.5			(1,092.3		)	(396.7		)	467.9			(188.6		)
Net increase (decrease) in cash and cash equivalents	106.8			0.2			(177.2		)	—			(70.2		)
Cash and cash equivalents, beginning of period	357.5			0.4			1,428.9			—			1,786.8
Cash and cash equivalents, end of period	$	464.3		$	0.6		$	1,251.7		$	—		$	1,716.6