As noted in the Business, Basis of Presentation and Significant Accounting Policies Note, on December 18, 2019, the Company entered into the Resolution MTA with Resolution Life US to sell several of its subsidiaries and the related Individual Life and fixed and variable annuities businesses within these subsidiaries. Additionally, on June 1, 2018, the Company consummated a series of transactions pursuant to a Master Transaction Agreement (the "2018 MTA") to sell substantially all of its fixed and fixed indexed annuities businesses.



	Year Ended December 31,
	2019			2018			2017
Net cash provided by operating activities - discontinued operations
Individual Life Transaction	$	(102	)	$	(410	)	$	100
2018 Transaction	—			1,462			411
Total	$	(102	)	$	1,052		$	511

Net cash provided by investing activities - discontinued operations
Individual Life Transaction	$	(498	)	$	(248	)	$	(1,000	)
2018 Transaction	(128		)	34			(1,261		)
Total	$	(626	)	$	(214	)	$	(2,261	)

Net cash provided by financing activities - discontinued operations
Individual Life Transaction	$	813		$	537		$	887
2018 Transaction	—			(1,209		)	384
Total	$	813		$	(672	)	$	1,271

Pursuant to the the Company executing the Resolution MTA and upon closing of the Individual Life Transaction, the Company will sell five of its legal subsidiaries, SLD, SLDI, Roaring River II ("RRII"), Midwestern United Life Insurance Company ("MUL") and Voya American Equities, Inc. ("VAE") to Resolution Life US. Resolution Life US is an insurance holding company newly formed by Resolution Life Group Holdings, L.P., a Bermuda-based limited partnership (“RLGH”). The Individual Life Transaction is expected to close by September 30, 2020 and is subject to conditions specified in the Resolution MTA, including the receipt of required regulatory approvals.

The purchase price in the transaction is approximately $1.25 billion, with an adjustment based on the adjusted capital and surplus of SLD, SLDI and RRII at closing. The purchase price includes cash consideration of approximately $902, a $225 equity interest in RLGH, and $123 principal amount in surplus notes issued by SLD that will be retained by the Company under modified terms. The receivable for the surplus notes and SLD's corresponding liability outstanding as of December 31, 2019 and 2018 are included in Other investments and Liabilities held for sale, respectively, on the Company's Consolidated Balance Sheets. In the summary of major categories of assets and liabilities held for sale below, SLD's corresponding liability for the surplus notes is included in Notes payable.

The Individual Life Transaction is subject to a $100 reverse termination fee that would be payable by Resolution Life US to the Company if the Resolution MTA is terminated in prescribed circumstances related to the failure by Resolution Life US’s reserve financing provider to provide a committed financing facility. A separate $20 termination fee would be payable by Resolution Life US to the Company in prescribed circumstances where the Resolution MTA is terminated due to a failure to obtain certain approvals or consents.

The Company has determined that these entities to be disposed of meet the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on the Company’s operations. Accordingly, the results of operations of the entities to be sold have been presented as discontinued operations in the accompanying Consolidated Statements of Operations and Consolidated Statements of Cash Flows, and the assets and liabilities of the businesses have been classified as held for sale and segregated for all periods presented in the Consolidated Balance Sheets. A business classified as held for sale is recorded at the lower of its carrying value or estimated fair value less cost to sell. If the carrying value exceeds its estimated fair value less cost to sell, a loss is recognized. Transactions between the businesses held for sale and businesses in continuing operations that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and the assets, liabilities and results of the businesses held for sale.

The results of discontinued operations are reported in "Income (loss) from discontinued operations, net of tax" in the accompanying Consolidated Statements of Operations for all periods presented. In addition, Income (loss) from discontinued operations, net of tax, for the year ended December 31, 2019 includes the estimated loss on sale, net of tax of $1,108 to write down the carrying value of the businesses held for sale to estimated fair value, which is based on the estimated sales price of the transaction, less cost to sell and other adjustments in accordance with the Resolution MTA. Additionally, the estimated loss on sale is based on assumptions that are subject to change due to fluctuations in market conditions and other variables that may occur prior to the closing date.



	As of December 31,
	2019			2018
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value	$	11,483		$	9,401
Fixed maturities, at fair value using the fair value option	752			722
Mortgage loans on real estate, net of valuation allowance	1,319			1,395
Policy loans	1,005			1,019
Derivatives	304			131
Other investments⁽¹⁾	430			333
Securities pledged	235			405
Total investments	15,528			13,406
Cash and cash equivalents	291			301
Short-term investments under securities loan agreements, including collateral delivered	216			391
Premium receivable and reinsurance recoverable	3,101			3,309
Deferred policy acquisition costs and Value of business acquired	607			1,143
Current income taxes	136			220
Deferred income taxes	(757		)	(452		)
Other assets⁽²⁾	570			430
Assets held in separate accounts	1,485			1,297
Write-down of businesses held for sale to fair value less cost to sell	(1,108		)	—
Total assets held for sale	$	20,069		$	20,045

Liabilities:
Future policy benefits and contract owner account balances	$	15,472		$	15,008
Payables under securities loan and repurchase agreements, including collateral held	428			455
Derivatives	77			53
Notes payable	252			222
Other liabilities	784			868
Liabilities related to separate accounts	1,485			1,297
Total liabilities held for sale	$	18,498		$	17,903

⁽¹⁾ Includes Other investments, Equity securities, Limited Partnerships/corporations and Short-term investments.



	Year Ended December 31,
	2019			2018			2017
Revenues:
Net investment income	$	665		$	649		$	672
Fee income	750			743			754
Premiums	27			27			24
Total net realized capital gains (losses)	45			(44		)	(18		)
Other revenue	(21		)	4			(8		)
Total revenues	1,466			1,379			1,424
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	1,065			1,050			978
Operating expenses	83			96			102
Net amortization of Deferred policy acquisition costs and Value of business acquired	153			135			176
Interest expense	10			9			8
Total benefits and expenses	1,311			1,290			1,264
Income (loss) from discontinued operations before income taxes	155			89			160
Income tax expense (benefit)	31			17			53
Loss on sale, net of tax	(1,108		)	—			—
Income (loss) from discontinued operations, net of tax	$	(984	)	$	72		$	107

The estimated purchase price and estimated carrying value of the legal entities to be sold as of the future date of closing, and therefore the estimated loss on sale related to the Individual Life Transaction, are subject to adjustment in future quarters until closing, and may be influenced by, but not limited to, the following factors:

The Company is required to remeasure the estimated fair value and loss on sale at the end of each quarter until closing of the Transaction. Changes in the estimated loss on sale that occur prior to closing of the Transaction will be reported as an adjustment to Income (loss) from discontinued operations, net of tax, in future quarters prior to closing.

Concurrently with the sale, SLD will enter into reinsurance agreements with Reliastar Life Insurance Company ("RLI"), ReliaStar Life Insurance Company of New York ("RLNY"), and Voya Retirement Insurance and Annuity Company ("VRIAC"), each of which is a direct or indirect wholly owned subsidiary of the Company. Pursuant to these agreements, RLI and VRIAC will reinsure to SLD a 100% quota share, and RLNY will reinsure to SLD a 75% quota share, of their respective individual life insurance and annuities businesses. RLI, RLNY, and VRIAC will remain subsidiaries of the Company. The Company currently expects that these reinsurance transactions will be carried out on a coinsurance basis, with SLD’s reinsurance obligations collateralized by assets in trust. Based on values as of December 31, 2019, U.S GAAP reserves to be ceded under the Individual Life Transaction (defined below) are expected to be approximately $11.0 billion and are subject to change until closing. The reinsurance agreements along with the sale of the legal entities noted above will result in the disposition of substantially all of the Company's life insurance and legacy non-retirement annuity businesses and related assets. The revenues and net results of the Individual Life and Annuities

businesses that will be disposed of via reinsurance are reported in businesses exited or to be exited through reinsurance or divestment which is an adjustment to the Company's U.S. GAAP revenues and earnings measures to calculate Adjusted operating revenues and Adjusted operating earnings before income taxes, respectively. In connection with the reinsurance agreements mentioned above, the Company may incur charges associated with the termination or recapture of existing reinsurance arrangements with its reinsurers.

On June 1, 2018, the Company consummated a series of transactions (collectively, the "2018 Transaction") pursuant to a Master Transaction Agreement dated December 20, 2017 (the "2018 MTA") with VA Capital Company LLC ("VA Capital") and Athene Holding Ltd. ("Athene"). As part of the 2018 Transaction, Venerable Holdings, Inc. ("Venerable"), a wholly owned subsidiary of VA Capital, acquired two of the Company's subsidiaries, Voya Insurance and Annuity Company ("VIAC") and Directed Services, LLC ("DSL"), and VIAC and other Voya subsidiaries reinsured to Athene substantially all of their fixed and fixed indexed annuities business. The Company has determined that the CBVA and Annuities businesses disposed of in the 2018 Transaction meet the criteria to be classified as discontinued operations and that the sale represents a strategic shift that has a major effect on the Company’s operations. Accordingly, the results of operations of the businesses sold have been presented as discontinued operations in the accompanying Consolidated Statements of Operations and Consolidated Statements of Cash Flows for all periods presented.

Pursuant to the terms of the 2018 MTA and prior to the closing of the Transaction, VIAC undertook certain restructuring transactions, including reinsurance, with several affiliates in order to transfer business and assets into and out of VIAC from and to the Company's affiliates. See the Reinsurance Note to the Consolidated Financial Statements for further information.

The purchase price for VIAC was $169 and was equal to the difference between the Required Adjusted Book Value (as defined in the 2018 MTA) and the Statutory capital in VIAC at closing, after giving effect to certain agreed upon adjustments. Following the closing of the Transaction, the Company, through its other insurance subsidiaries, continued to own surplus notes issued by VIAC in an aggregate principal amount of $350 and acquired a 9.99% equity interest in VA Capital. The investment in surplus notes was reported in Fixed maturities, available-for-sale on the Company's Consolidated Balance Sheet as of December, 31, 2018. Final loss on sale related to the 2018 Transaction was $2,000 which included transaction costs of $33 and the loss of $460 of deferred tax assets and was recorded in the Company's Consolidated Statements of Operations as presented in the Income (loss) from discontinued operations table below. The final loss on sale included the outstanding purchase price true-up amounts with VA Capital of $82 which was settled during the year ended December 31, 2019.

Upon execution of the Individual Life Transaction including the reinsurance arrangements disclosed in the Individual Life Transaction section above, the Company will continue to hold an insignificant number of Individual Life, Annuities and CBVA policies. These policies are referred to in this Annual Report on Form 10-K as "Residual Runoff Business".



	Year Ended December 31,
	2019			2018			2017
Revenues:
Net investment income	$	—		$	510		$	1,266
Fee income	—			295			801
Premiums	—			(50		)	190
Total net realized capital losses	—			(345		)	(1,234		)
Other revenue	—			10			19
Total revenues	—			420			1,042
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	—			442			978
Operating expenses	—			(14		)	250
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			49			127
Interest expense	—			10			22
Total benefits and expenses	—			487			1,377
Income (loss) from discontinued operations before income taxes	—			(67		)	(335		)
Income tax expense (benefit)	—			(19		)	(178		)
Loss on sale, net of tax	(82		)	505			(2,423		)
Income (loss) from discontinued operations, net of tax	$	(82	)	$	457		$	(2,580	)