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 under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the "2013 Omnibus Plan") and the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (the "2014 Omnibus Plan"). 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, 2015, common stock reserved and available for issuance under the 2013 Omnibus Plan was 259,536 shares. The 2013 Omnibus Plan is no longer actively used for new grants of equity-based compensation awards.

The 2014 Omnibus Plan was adopted by the Company's Board of Directors and approved by shareholders in 2014, and has substantially the same terms as the 2013 Omnibus Plan, except for certain changes intended to allow certain performance-based compensation awards to comply with the criteria for tax deductibility set forth in Section 162(m) 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, 2015, common stock reserved and available for issuance under the 2014 Omnibus Plan was 11,921,484 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 issued subject to sale and transfer restrictions until the vesting conditions are met; performance share units ("PSUs"), which are RSUs subject to certain 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 approved in advance 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. Except for stock option awards made during 2015, awards made under the Omnibus Plans, to date, have 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 each of the years ended December 31, 2015, 2014 and 2013 the Company awarded RSUs and PSUs to its employees under the Omnibus Plans. The PSU awards 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 conditions. The establishment and the achievement of performance objectives are determined and approved by the Committee. Except under certain termination conditions, RSUs and PSUs generally vest no earlier than one year from the date of the award and no later than three years from the date of the award. In the case of retirement (eligibility for which is based on the employee's age and years of service as provided in the relevant award agreement), awards vest in full, but subject to the satisfaction of any applicable performance criteria.

During the year ended December 31, 2015, the Company also awarded contingent stock options under the 2014 Omnibus Plan. These options are subject to vesting conditions based on the achievement of specified performance measures, and generally become exercisable one year following satisfaction of the relevant vesting condition. The options have a term of ten years from the grant date, but to the extent that the relevant vesting condition has not been met by December 31, 2018, any unvested options will expire without value. If vested, the options have an exercise price of $37.60 per share.

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. 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.

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 were subject to certain vesting conditions, lockup period and other holding requirements.

During the years ended December 31, 2015 and 2014, 70,880 and 952,528 RSUs granted in connection with Deal Incentive Awards vested, respectively, and the underlying stock was issued.

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 288,000 shares of Company common stock may be issued under the 2013 Director Plan. 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 years ended December 31, 2015, 2014, and 2013, the Company granted 19,913, 13,404 and 10,932 RSUs, respectively, to certain of its non-employee directors. These awards vest one-third on each of the first, second and third anniversary of the grant date, in each case provided that the grantee remains a director of the Company on the relevant vesting date, however no shares are delivered in connection with the RSUs until such time as the director's service on the Board is terminated.

Voya Financial, Inc. 2014 Employee Phantom Stock Plan

During 2014, the Company provided 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 were 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 were granted in the form of phantom RSUs and phantom PSUs, each of which was 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, 2015, the Company had 105,429 phantom RSUs and 56,855 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.

LSPP awards provided to the Company’s employees in 2012 were not converted and vested according to the terms of their original grant, with substantially all such awards having vested during or prior to the first quarter of 2015.

Equity Compensation Plan: In 2012 and 2013, certain employees of the Company (principally those employed within the Investment Management segment) received equity-based awards under ING America Insurance Holdings, Inc. Equity Compensation Plan (the "Equity Compensation Plan”). Substantially all Equity Compensation Plan awards granted in 2012 were settled in the form of ING Group ADRs on or before January 1, 2015.

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 vested on January 1, 2016.

Compensation Cost

The Company measures the cost of its share-based awards at their grant date fair value, which in the case of RSUs and PSUs is based upon the market value of the Company's common stock on the date of grant, 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 recognized in Operating expenses in the Consolidated Statements of Operations.

The fair value of stock options is estimated using the Black-Scholes option pricing model. The following is a summary of the assumptions used in this model for the stock options granted during the year ended December 31, 2015:



Expected volatility	28.6		%
Expected term (in years)	6.02
Strike price	$	37.60
Risk-free interest rate	2.1		%
Expected dividend yield	0.11		%
Weighted average estimated fair value	$	11.89

Although the vesting of the stock options is contingent on the satisfaction of performance conditions on or before December 31, 2018, the Company assumed for purposes of the award's fair value that such conditions would be met in full prior to such date. The Company utilized the Simplified Method for the Expected term calculations. The Company does not have historical exercises on which to base its own estimate. Additionally, exercise data relating to employees of comparable companies is not easily obtainable. Furthermore, because the Company does not have historical stock prices for a period at least equal to the expected term, the Company estimated volatility using a weighted-average consisting 70% of historical peer group volatility and 30% of the historical volatility of the Company common stock. The contractual term for exercising the options is ten years.

The liability related to Phantom Plan awards 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 the unvested cash-settled awards issued under the Phantom Plan 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 below 50% on March 25, 2014, as of such date the compensation cost associated with unvested ING Group equity awards held by the Company's employees began to be remeasured at each reporting date. The remeasured cost was recognized prospectively pro-rata based on the proportion of the total service period of the award falling after March 25, 2014. The corresponding amount for the 2012 ING Group LSPP awards, which were settled through the issuance of new ING Group equity securities, was recorded as a capital contribution. The corresponding amount for the 2012 Equity Compensation Plan awards, which were settled through the delivery of ING Group ADRs acquired by the Company in the secondary market, was recorded as a liability. The impact of the remeasurement of the compensation cost of these awards for the years ended December 31, 2015 and 2014 was immaterial.

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



	Year Ended December 31,
	2015		2014		2013
RSUs ⁽¹⁾	$	54.8	$	45.4	$	24.2
RSUs - Deal incentive awards	2.1		8.5		29.5
PSU awards⁽²⁾	45.2		60.1		40.6
Stock options	0.6		—		0.8
Phantom Plan	4.0		4.2		—
Total	106.7		118.2		95.1
Income tax benefit⁽³⁾	37.3		41.4		—
Share-based compensation	$	69.4	$	76.8	$	95.1

⁽¹⁾ This table includes compensation costs of $0.8, $6.9 and $14.9 for ING Group RSUs awarded under the LSPP for the years ended December 31, 2015, 2014 and 2013, respectively.

⁽²⁾ This table includes compensation costs of $7.9, $30.6 and $24.5 for ING Group PSUs awarded under the LSPP for the years ended December 31, 2015, 2014 and 2013, respectively.

⁽³⁾ The Company recognized no income tax benefit due to valuation allowances for the year ended December 31, 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				Stock Options
_{(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		Number of Awards⁽²⁾	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2015	3.2		$	28.80	—		$	—	0.6		$	37.01	—	$	—
Adjusted for PSU performance factor	N/A		N/A		N/A		N/A		0.2		37.08		—	—
Granted	1.3		44.06		0.1		30.03		0.9		44.22		3.8	11.89
Vested	(0.8	)	26.66		(0.1	)	30.03		(0.8	)	37.15		—	—
Forfeited	(0.2	)	33.24		—		—		(0.1	)	43.25		—	—
Outstanding at December 31, 2015	3.5		$	34.81	—		$	—	0.8		$	44.21	3.8	$	11.89

Awards expected to vest as of December 31, 2015	3.5		$	34.81	—		$	—	0.8		$	44.21	3.8	$	11.89

⁽¹⁾Based upon performance through December 31, 2015, recipients of performance awards would be entitled to 107.0% 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⁾Vesting of stock options is contingent on satisfaction of specified performance conditions on or before December 31, 2018. As of December 31, 2015, none of the performance conditions have been satisfied.



	RSUs		RSUs - Deal Incentive Awards		PSU Awards		Stock Options
Unrecognized compensation cost	$	47.1	$	—	$	8.0	$	44.6
Expected remaining weighted-average period of expense recognition (in years)	1.5		—		0.3		3.0

The total grant date fair value of shares vested for the year ended December 31, 2015 was $22.2, $2.1 and $28.8 for RSUs, RSUs - Deal Incentive Awards, PSU awards, respectively. During the year ended December 31, 2015, no stock options vested.