Shareholders' Equity and Earnings Per Common Share

3 Months Ended

Mar. 31, 2014

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
	2014				2013
(shares in millions)	Issued	Held in Treasury	Outstanding		Issued	Held in Treasury	Outstanding
Common shares, balance at January 1	261.8	0.1	261.7		230.1	0.1	230.0
Common shares acquired - share buyback	—	7.5	(7.5	)	—	—	—
Share-based compensation programs	0.8	0.3	0.5		—	—	—
Common shares, balance at March 31	262.6	7.9	254.7		230.1	0.1	230.0

Share Repurchase Program

On March 13, 2014, the Company's Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase price not to exceed $300.0. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or tender offers. The Share Repurchase Program does not have an expiration date and does not obligate the Company to purchase any shares. The authorization for the Share Repurchase Program may be terminated, increased or decreased by the Company’s Board of Directors at any time.

On March 25, 2014, the Company repurchased 7,255,853 shares of its common stock from ING Group for an aggregate purchase price of $250.0. This repurchase reduced the remaining authorization under the Share Repurchase Program to $50.0. As of March 31, 2014, the Company had subsequently repurchased an additional 250,000 shares of its common stock in open market transactions for an aggregate purchase price of $8.9, which settled on April 2, 2014.

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 three months ended March 31, 2014, the Company increased its treasury stock by 306,408 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 warrants have an exercise price of $48.75 per share of common stock, are exercisable from May 7, 2014 to May 7, 2023 and are subject to certain exercise restrictions. The warrants are net share settled 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 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 share and per share data)	Three Months Ended March 31,
Earnings	2014		2013
Net income (loss) available to common shareholders:
Net income (loss)	$	271.6	$	(225.5	)
Less: Net income (loss) attributable to noncontrolling interest	13.5		(13.5		)
Net income (loss) available to common shareholders	$	258.1	$	(212.0	)
Weighted-average common shares outstanding
Basic	261.1		230.0
Dilutive Effects:
RSUs	1.0		—
RSUs - Deal incentive awards	0.8		—
PSU awards	0.6		—
Diluted	263.5		230.0
Net income (loss) per common share
Basic	$	0.99	$	(0.92	)
Diluted	0.98		(0.92		)

Dividends to Common Shareholders

The declaration and payment of Common Stock 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 Debt Securities-Junior Subordinated Notes Section within Management's Discussion and Analysis of Results of Operations and Financial Condition-Liquidity and Capital Resources to these Condensed Consolidated Financial Statements, on the payment of dividends by the Company.

On February 6, 2014, 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 March 31, 2014 to shareholders of record of Voya Financial, Inc. as of February 28, 2014.