Shareholders' Equity and Earnings per Common Share

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Shareholder's Equity and Earnings per Common Share

Shareholders' Equity and Earnings per Common Share

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
	2015				2014
(shares in millions)	Issued	Held in Treasury	Outstanding		Issued	Held in Treasury	Outstanding
Common shares, balance as of January 1	263.7	21.8	241.9		261.8	0.1	261.7
Common shares issued	—	—	—		—	—	—
Common shares acquired - share repurchase	—	28.1	(28.1	)	—	16.6	(16.6	)
Share-based compensation	1.6	0.1	1.5		1.7	0.4	1.3
Common shares, balance as of September 30	265.3	50.0	215.3		263.5	17.1	246.4

Share Repurchase Program

On February 5, 2015, the Company’s Board of Directors increased the Company's authority to repurchase its shares by $750.0, with such authorization to expire (unless subsequently extended) no later than December 31, 2015. On March 9, 2015, the Company repurchased 13,599,274 shares of its common stock from ING Group for an aggregate purchase price of $600.0.

On May 28, 2015, the Company’s Board of Directors further increased the Company's authorization to repurchase its shares by an additional $750.0, with such authorization to expire (unless subsequently extended) no later than June 30, 2016. The authorization may be terminated, increased or decreased by the Company’s Board of Directors at any time.

In addition to the 13,599,274 shares purchased from ING Group, during the nine months ended September 30, 2015, the Company repurchased 11,236,648 shares of its common stock in open market repurchases for an aggregate purchase price of $490.5 and 3,253,831 shares of its common shares under a discounted share repurchase arrangement with a third-party financial institution for an aggregate purchase price of $150.0.

On September 23, 2015, the Company entered into an additional share repurchase arrangement with a third-party financial institution. In exchange for an up-front payment of $100.0, the financial institution will deliver shares of the Company's common stock to the Company upon final settlement of the agreement, which will be during the fourth quarter. The total number of shares ultimately delivered, and therefore the average repurchase price paid per share, will be determined at the end of the applicable purchase period under the arrangement based on a formula incorporating the volume weighted average price of the Company’s common stock during that period. The $100.0 was recorded as a decrease to Additional paid-in capital and will be reclassified to Treasury stock upon settlement of the arrangement.

Including the effect of the share repurchase arrangement that will be completed during the fourth quarter, these repurchases reduced the remaining amount of the Company’s share repurchase authorization to $170.4 as of September 30, 2015.

Net Withholding of Shares

In connection with the vesting of equity-based compensation awards, employees may remit to the Company, or the Company may withhold into treasury stock, shares of common stock in respect of tax withholding obligations associated with such vesting. For the nine months ended September 30, 2015, the Company increased its treasury stock by 104,297 shares in connection with such withholding activities.

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 current exercise price of the warrants is $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 (subject to the limitation stated below with respect to ING Group and its affiliates) starting on the first anniversary of the completion of the IPO (May 7, 2014) and 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 $94.0 as an addition and reduction to Additional paid-in capital. Warrant holders are not entitled to receive dividends.

The warrants are not exercisable by ING Group or any of its affiliates before January 1, 2017, but are exercisable in accordance with their terms before January 1, 2017 by holders other than ING Group or its affiliates, if any.

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:

(in millions, except for per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
Earnings	2015			2014			2015			2014
Net income (loss) available to common shareholders:
Net income (loss)	$	116.2		$	522.4		$	699.0		$	1,212.9
Less: Net income (loss) attributable to noncontrolling interest	75.9			116.6			183.9			296.7
Net income (loss) available to common shareholders	$	40.3		$	405.8		$	515.1		$	916.2
Weighted average common shares outstanding
Basic	221.8			252.6			229.4			256.0
Dilutive Effects:(1)
RSUs	1.8			1.5			1.7			1.2
RSUs - Deal incentive awards	—		*	—		*	—		*	0.5
PSU awards	—			0.3			0.2			0.4
Diluted	223.6			254.4			231.3			258.1
Net income (loss) available to common shareholders per common share
Basic	$	0.18		$	1.61		$	2.25		$	3.58
Diluted	0.18			1.59			2.23			3.55

* Less than 0.1.

⁽¹⁾ For the three and nine months ended September 30, 2015 and 2014, weighted average shares used for calculating basic and diluted earnings per share excludes the dilutive impact of warrants, as the inclusion of this equity instrument would be antidilutive to the earnings per share calculation due to "out of the moneyness" in the periods presented.

Dividends to Common Shareholders

The declaration and payment of common share dividends by the Company is subject to the discretion of its Board of Directors and will depend on the Company's overall financial condition, results of operations, capital levels, cash requirements, future prospects, receipt of dividends from Voya Financial, Inc.'s insurance subsidiaries, risk management considerations and other factors deemed relevant by the Board. There are no significant restrictions, other than those generally applicable to corporations incorporated in Delaware and those described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources - Debt Securities - Junior Subordinated Notes to these Condensed Consolidated Financial Statements, on the payment of dividends by the Company.

On July 30, 2015, Voya Financial, Inc.'s Board of Directors declared a quarterly cash dividend of $0.01 per share of outstanding common stock. The dividend was paid on September 30, 2015 to shareholders of record of Voya Financial, Inc. as of August 31, 2015.

On October 29, 2015, Voya Financial, Inc.'s Board of Directors declared a quarterly cash dividend of $0.01 per share of outstanding common stock. The dividend is to be paid on December 30, 2015 to shareholders of record of Voya Financial, Inc. as of November 27, 2015.