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 issued	—	—	—		30.8	—	30.8
Common shares acquired - share repurchase	—	16.6	(16.6	)	—	—	—
Share-based compensation	1.7	0.4	1.3		—	—	—
Common shares, balance at September 30	263.5	17.1	246.4		260.9	0.1	260.8

Share Repurchase Program

Direct Share Repurchase Agreement

On March 13, 2014, the Company's Board of Directors authorized a share repurchase program (the “Direct Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock through various means, including, without limitation, open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase transactions, or tender offers. The initial authorization under the Direct Share Repurchase Program permitted the repurchase of a number of shares of the Company’s common stock having an aggregate repurchase price not exceeding $300.0.

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. 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 repurchases settled on April 2, 2014.

During the three months ended June 30, 2014, the Company repurchased a further 875,558 shares of its common stock in open market transactions for an aggregate purchase price of $30.5.

On July 31, 2014, the Company’s Board of Directors increased the authorization under the Direct Share Repurchase Program by an additional $500.0, with such authorization to expire (unless subsequently extended) no later than the second quarter of 2015. The authorization under the Direct Share Repurchase Program may be terminated, increased or decreased by the Company’s Board of Directors at any time.

On September 8, 2014, the Company repurchased 7,722,007 shares of its common stock from ING Group for an aggregate purchase price of $300.0.

Accelerated Share Repurchase Arrangement

On September 15, 2014, the Company entered into an accelerated share repurchase arrangement ("ASR") with a financial institution. In exchange for an up-front payment of $25.0, the financial institution delivered 505,305 shares of the Company's common stock at the inception of the ASR purchase period with the potential of additional shares to be delivered upon final settlement of the ASR, depending on the daily volume-weighted average prices of the Company’s common stock during the ASR purchase period. The ASR purchase period ended on October 15, 2014, at which time an additional 150,152 shares were delivered to the Company by the financial institution. The total number of shares ultimately delivered pursuant to the ASR in consideration of the upfront payment, and therefore the average repurchase price paid per share in the ASR, was dependent on the number of shares, if any, delivered upon final settlement. In certain scenarios where the daily volume-weighted average prices of the Company’s stock experienced a significant increase during the ASR purchase period, the Company may have been required to make an additional payment to the financial institution (which could have been in the form of a return of a portion of the shares initially delivered by the financial institution) upon final settlement of the ASR.

The shares delivered upon inception of the ASR were recorded as treasury stock (at cost of $20.0) in the Company's Condensed Consolidated Balance Sheets. As of September 30, 2014, any additional shares to be delivered upon final settlement of the ASR represented a forward contract and were accounted for as a derivative instrument. The Company reflected shares delivered pursuant to the ASR as a repurchase of common stock upon delivery for purposes of calculating earnings per common share.

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, 2014, the Company increased its treasury stock by 413,920 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	2014			2013		2014		2013
Net income (loss) available to common shareholders:
Net income (loss)	$	517.4		$	447.7	$	1,201.9	$	136.9
Less: Net income (loss) attributable to noncontrolling interest	116.6			101.1		296.7		84.5
Net income (loss) available to common shareholders	$	400.8		$	346.6	$	905.2	$	52.4

Weighted average common shares outstanding
Basic	252.6			260.8		256.0		247.1
Dilutive Effects:^{(1) (2)}
RSUs	1.5			0.7		1.2		0.3
RSUs - Deal incentive awards	—		*	0.6		0.5		0.3
PSU awards	0.3			0.2		0.4		0.1
Diluted	254.4			262.3		258.1		247.8

Net income (loss) per common share
Basic	$	1.59		$	1.33	$	3.54	$	0.21
Diluted	1.58			1.32		3.51		0.21

* Less than 0.1.

⁽¹⁾ For the three and nine months ended September 30, 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. For the three and nine months ended September 30, 2014 weighted average shares used for calculating basic and diluted earnings per share excludes the dilutive impacts of the forward contract related to the ASR agreement, as the inclusion of this instrument would be antidilutive to the earnings per share calculation.

⁽²⁾ For the three and nine months ended September 30, 2013, the Company had no antidilutive weighted average common shares affecting the earnings per share calculation.

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

On October 30, 2014, 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, 2014 to shareholders of record of Voya Financial, Inc. as of November 28, 2014.

On July 31, 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 September 30, 2014 to shareholders of record of Voya Financial, Inc. as of August 29, 2014.

On May 28, 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 June 30, 2014 to shareholders of record of Voya Financial, Inc. as of June 9, 2014.

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.