The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered" ("Rule 3-10"). The condensed consolidating financial information presents the financial position of Voya Financial, Inc. ("Parent Issuer"), Voya Holdings ("Subsidiary Guarantor") and all other subsidiaries ("Non-Guarantor Subsidiaries") of the Company as of March 31, 2020 and December 31, 2019, their results of operations, comprehensive income and statements of cash flows for the three months ended March 31, 2020 and 2019.

The 5.7% senior notes due 2043, the 3.65% senior notes due 2026, the 4.8% senior notes due 2046, the 3.125% senior notes due 2024 (collectively, the "Senior Notes"), the 5.65% fixed-to-floating rate junior subordinated notes due 2053 and the 4.7% fixed-to-floating junior subordinated notes due 2048 (collectively, the "Junior Subordinated Notes"), each issued by Parent Issuer, are fully and unconditionally guaranteed by Subsidiary Guarantor, a 100% owned subsidiary of Parent Issuer. No other subsidiary of Parent Issuer guarantees the Senior Notes or the Junior Subordinated Notes. Rule 3-10(h) provides that a guarantee is full and unconditional if, when the issuer of a guaranteed security has failed to make a scheduled payment, the guarantor is obligated to make the scheduled payment immediately and, if it does not, any holder of the guaranteed security may immediately bring suit directly against the guarantor for payment of amounts due and payable. In the event that Parent Issuer does not fulfill the guaranteed obligations, any holder of the Senior Notes or the Junior Subordinated Notes may immediately bring a claim against Subsidiary Guarantor for amounts due and payable.

The following condensed consolidating financial information is presented in conformance with the components of the Condensed Consolidated Financial Statements. Investments in subsidiaries are accounted for using the equity method for purposes of illustrating the consolidating presentation. Equity in the subsidiaries is therefore reflected in the Parent Issuer's and Subsidiary Guarantor's Investment in subsidiaries and Equity in earnings of subsidiaries. Non-Guarantor Subsidiaries represent all other subsidiaries on a combined basis. The consolidating adjustments presented herein eliminate investments in subsidiaries and intercompany balances and transactions.

March 31, 2020



	Parent Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value	$	5	$	—	$	37,594	$	(15	)	$	37,584
Fixed maturities, at fair value using the fair value option	—		—		2,855		—			2,855
Equity securities, at fair value	—		—		176		—			176
Short-term investments	—		—		80		—			80
Mortgage loans on real estate, net of valuation allowance	—		—		6,969		—			6,969
Less: Allowance for credit losses	—		—		22		—			22
Mortgage loans on real estate, net	—		—		6,947		—			6,947
Policy loans	—		—		763		—			763
Limited partnerships/corporations	4		—		1,339		—			1,343
Derivatives	50		—		825		—			875
Investments in subsidiaries	9,479		7,311		—		(16,790		)	—
Other investments	—		—		392		—			392
Securities pledged	—		—		1,555		—			1,555
Total investments	9,538		7,311		52,526		(16,805		)	52,570
Cash and cash equivalents	221		—		812		—			1,033
Short-term investments under securities loan agreements, including collateral delivered	11		—		2,172		—			2,183
Accrued investment income	—		—		541		—			541
Premium receivable and reinsurance recoverable	—		—		3,744		—			3,744
Less: Allowance for credit losses on reinsurance recoverable	—		—		22		—			22
Premium receivable and reinsurance recoverable, net	—		—		3,722		—			3,722
Deferred policy acquisition costs and Value of business acquired	—		—		2,603		—			2,603
Deferred income taxes	828		42		899		—			1,769
Loans to subsidiaries and affiliates	245		—		626		(871		)	—
Due from subsidiaries and affiliates	5		—		17		(22		)	—
Other assets	24		—		1,062		—			1,086
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	—		—		1,655		—			1,655
Cash and cash equivalents	—		—		52		—			52
Corporate loans, at fair value using the fair value option	—		—		432		—			432
Other assets	—		—		16		—			16
Assets held in separate accounts	—		—		68,937		—			68,937
Assets held for sale	—		—		19,133		—			19,133
Total assets	$	10,872	$	7,353	$	155,205	$	(17,698	)	$	155,732



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Liabilities and Shareholders' Equity:
Future policy benefits	$	—		$	—		$	9,640	$	—		$	9,640
Contract owner account balances	—			—			41,981		—			41,981
Payables under securities loan and repurchase agreements, including collateral held	(28		)	—			2,093		—			2,065
Short-term debt	626			67			179		(871		)	1
Long-term debt	2,669			371			17		(15		)	3,042
Derivatives	77			—			991		—			1,068
Pension and other postretirement provisions	—			—			442		—			442
Current income taxes	28			(18		)	20		—			30
Due to subsidiaries and affiliates	15			—			4		(19		)	—
Other liabilities	58			4			1,190		(3		)	1,249
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	—			—			368		—			368
Other liabilities	—			—			672		—			672
Liabilities related to separate accounts	—			—			68,937		—			68,937
Liabilities held for sale	—			—			17,972		—			17,972
Total liabilities	3,445			424			144,506		(908		)	147,467
Shareholders' equity:
Total Voya Financial, Inc. shareholders' equity	7,427			6,929			9,861		(16,790		)	7,427
Noncontrolling interest	—			—			838		—			838
Total shareholders' equity	7,427			6,929			10,699		(16,790		)	8,265
Total liabilities and shareholders' equity	$	10,872		$	7,353		$	155,205	$	(17,698	)	$	155,732



	Parent Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value	$	5	$	—	$	39,673	$	(15	)	$	39,663
Fixed maturities, at fair value using the fair value option	—		—		2,707		—			2,707
Equity securities, at fair value	—		—		196		—			196
Short-term investments	—		—		68		—			68
Mortgage loans on real estate, net of valuation allowance	—		—		6,878		—			6,878
Less: Allowance for credit losses	—		—		—		—			—
Mortgage loans on real estate, net	—		—		6,878		—			6,878
Policy loans	—		—		776		—			776
Limited partnerships/corporations	4		—		1,286		—			1,290
Derivatives	49		—		267		—			316
Investments in subsidiaries	11,003		8,493		—		(19,496		)	—
Other investments	—		—		385		—			385
Securities pledged	—		—		1,408		—			1,408
Total investments	11,061		8,493		53,644		(19,511		)	53,687
Cash and cash equivalents	212		—		969		—			1,181
Short-term investments under securities loan agreements, including collateral delivered	11		—		1,384		—			1,395
Accrued investment income	—		—		505		—			505
Premium receivable and reinsurance recoverable	—		—		3,732		—			3,732
Less: Allowance for credit losses on reinsurance recoverable	—		—		—		—			—
Premium receivable and reinsurance recoverable, net	—		—		3,732		—			3,732
Deferred policy acquisition costs and Value of business acquired	—		—		2,226		—			2,226
Deferred income taxes	816		39		603		—			1,458
Loans to subsidiaries and affiliates	164		—		69		(233		)	—
Due from subsidiaries and affiliates	2		—		6		(8		)	—
Other assets	7		—		895		—			902
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	—		—		1,632		—			1,632
Cash and cash equivalents	—		—		68		—			68
Corporate loans, at fair value using the fair value option	—		—		513		—			513
Other assets	—		—		13		—			13
Assets held in separate accounts	—		—		81,670		—			81,670
Assets held for sale	—		—		20,069		—			20,069
Total assets	$	12,273	$	8,532	$	167,998	$	(19,752	)	$	169,051



	Parent Issuer		Subsidiary Guarantor			Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Liabilities and Shareholders' Equity:
Future policy benefits	$	—	$	—		$	9,945	$	—		$	9,945
Contract owner account balances	—		—			40,923		—			40,923
Payables under securities loan and repurchase agreements, including collateral held	—		—			1,373		—			1,373
Short-term debt	69		87			78		(233		)	1
Long-term debt	2,669		371			17		(15		)	3,042
Derivatives	50		—			353		—			403
Pension and other postretirement provisions	—		—			468		—			468
Current income taxes	28		(17		)	16		—			27
Due to subsidiaries and affiliates	4		—			2		(6		)	—
Other liabilities	45		10			1,292		(2		)	1,345
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	—		—			474		—			474
Other liabilities	—		—			652		—			652
Liabilities related to separate accounts	—		—			81,670		—			81,670
Liabilities held for sale	—		—			18,498		—			18,498
Total liabilities	2,865		451			155,761		(256		)	158,821
Shareholders' equity:
Total Voya Financial, Inc. shareholders' equity	9,408		8,081			11,415		(19,496		)	9,408
Noncontrolling interest	—		—			822		—			822
Total shareholders' equity	9,408		8,081			12,237		(19,496		)	10,230
Total liabilities and shareholders' equity	$	12,273	$	8,532		$	167,998	$	(19,752	)	$	169,051

For the Three Months Ended March 31, 2020



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	3		$	—		$	698		$	(3	)	$	698
Fee income	—			—			505			—			505
Premiums	—			—			608			—			608
Net realized capital gains (losses):
Total impairments	—			—			(20		)	—			(20		)
Other net realized capital gains (losses)	(26		)	—			(187		)	—			(213		)
Total net realized capital gains (losses)	(26		)	—			(207		)	—			(233		)
Other revenue	—			—			92			—			92
Income (loss) related to consolidated investment entities:
Net investment income	—			—			15			—			15
Total revenues	(23		)	—			1,711			(3		)	1,685
Benefits and expenses:
Policyholder benefits	—			—			596			—			596
Interest credited to contract owner account balances	—			—			286			—			286
Operating expenses	4			—			636			—			640
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			76			—			76
Interest expense	34			7			2			(3		)	40
Operating expenses related to consolidated investment entities:
Interest expense	—			—			3			—			3
Total benefits and expenses	38			7			1,599			(3		)	1,641
Income (loss) from continuing operations before income taxes	(61		)	(7		)	112			—			44
Income tax expense (benefit)	(13		)	(3		)	10			—			(6		)
Income (loss) from continuing operations	(48		)	(4		)	102			—			50
Income (loss) from discontinued operations, net of tax	—			—			(128		)	—			(128		)
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(48		)	(4		)	(26		)	—			(78		)
Equity in earnings (losses) of subsidiaries, net of tax	(36		)	136			—			(100		)	—
Net income (loss)	(84		)	132			(26		)	(100		)	(78		)
Less: Net income (loss) attributable to noncontrolling interest	—			—			6			—			6
Net income (loss) available to Voya Financial, Inc.	(84		)	132			(32		)	(100		)	(84		)
Less: Preferred stock dividends	14			—			—			—			14
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	(98	)	$	132		$	(32	)	$	(100	)	$	(98	)



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	15		$	—		$	646		$	(3	)	$	658
Fee income	—			—			482			—			482
Premiums	—			—			575			—			575
Net realized capital gains (losses):
Total impairments	—			—			(26		)	—			(26		)
Other net realized capital gains (losses)	—			—			14			—			14
Total net realized capital gains (losses)	—			—			(12		)	—			(12		)
Other revenue	—			—			114			—			114
Income (loss) related to consolidated investment entities:
Net investment income	—			—			5			—			5
Total revenues	15			—			1,810			(3		)	1,822
Benefits and expenses:
Policyholder benefits	—			—			645			—			645
Interest credited to contract owner account balances	—			—			289			—			289
Operating expenses	3			—			679			—			682
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			57			—			57
Interest expense	37			6			2			(3		)	42
Operating expenses related to consolidated investment entities:
Interest expense	—			—			5			—			5
Total benefits and expenses	40			6			1,677			(3		)	1,720
Income (loss) from continuing operations before income taxes	(25		)	(6		)	133			—			102
Income tax expense (benefit)	(5		)	(1		)	15			—			9
Income (loss) from continuing operations	(20		)	(5		)	118			—			93
Income (loss) from discontinued operations, net of tax	—			(79		)	59			—			(20		)
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(20		)	(84		)	177			—			73
Equity in earnings (losses) of subsidiaries, net of tax	94			68			—			(162		)	—
Net income (loss)	74			(16		)	177			(162		)	73
Less: Net income (loss) attributable to noncontrolling interest	—			—			(1		)	—			(1		)
Net income (loss) available to Voya Financial, Inc.	74			(16		)	178			(162		)	74
Less: Preferred stock dividends	10			—			—			—			10
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	64		$	(16	)	$	178		$	(162	)	$	64



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	(84	)	$	132		$	(26	)	$	(100	)	$	(78	)
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	(1,884		)	(1,537		)	(1,885		)	3,422			(1,884		)
Impairments	—			—			—			—			—
Pension and other postretirement benefits liability	(1		)	—			(1		)	1			(1		)
Other comprehensive income (loss), before tax	(1,885		)	(1,537		)	(1,886		)	3,423			(1,885		)
Income tax expense (benefit) related to items of other comprehensive income (loss)	(395		)	(323		)	(396		)	719			(395		)
Other comprehensive income (loss), after tax	(1,490		)	(1,214		)	(1,490		)	2,704			(1,490		)
Comprehensive income (loss)	(1,574		)	(1,082		)	(1,516		)	2,604			(1,568		)
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			6			—			6
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	(1,574	)	$	(1,082	)	$	(1,522	)	$	2,604		$	(1,574	)



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	74		$	(16	)	$	177		$	(162	)	$	73
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	1,284			1,036			1,284			(2,320		)	1,284
Impairments	1			1			1			(2		)	1
Pension and other postretirement benefits liability	(1		)	—			(1		)	1			(1		)
Other comprehensive income (loss), before tax	1,284			1,037			1,284			(2,321		)	1,284
Income tax expense (benefit) related to items of other comprehensive income (loss)	268			216			268			(484		)	268
Other comprehensive income (loss), after tax	1,016			821			1,016			(1,837		)	1,016
Comprehensive income (loss)	1,090			805			1,193			(1,999		)	1,089
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			(1		)	—			(1		)
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	1,090		$	805		$	1,194		$	(1,999	)	$	1,090

Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2020

	Parent Issuer			Subsidiary Guarantor		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(27	)	$	13	$	(35	)	$	(27	)	$	(76	)
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	—			—		1,185			—			1,185
Equity securities	—			—		2			—			2
Mortgage loans on real estate	—			—		144			—			144
Limited partnerships/corporations	—			—		71			—			71
Acquisition of:
Fixed maturities	—			—		(1,537		)	—			(1,537		)
Equity securities	—			—		(1		)	—			(1		)
Mortgage loans on real estate	—			—		(234		)	—			(234		)
Limited partnerships/corporations	—			—		(112		)	—			(112		)
Short-term investments, net	—			—		(12		)	—			(12		)
Derivatives, net	—			—		174			—			174
Sales from consolidated investments entities	—			—		63			—			63
Purchases within consolidated investment entities	—			—		(206		)	—			(206		)
Maturity (issuance) of short-term intercompany loans, net	(81		)	—		(557		)	638			—
Return of capital contributions and dividends from subsidiaries	—			7		—			(7		)	—
Collateral received (delivered), net	(28		)	—		(68		)	—			(96		)
Other, net	—			—		(11		)	—			(11		)
Net cash used in investing activities - discontinued operations	—			—		(241		)	—			(241		)
Net cash (used in) provided by investing activities	(109		)	7		(1,340		)	631			(811		)

Condensed Consolidating Statement of Cash Flows (Continued) For the Three Months Ended March 31, 2020

	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash Flows from Financing Activities:
Deposits received for investment contracts	—			—			2,038			—			2,038
Maturities and withdrawals from investment contracts	—			—			(1,399		)	—			(1,399		)
Settlements on deposit contracts	—			—			(2		)	—			(2		)
Net proceeds from (repayments of) short-term intercompany loans	557			(20		)	101			(638		)	—
Return of capital contributions and dividends to parent	—			—			(34		)	34			—
Borrowings of consolidated investment entities	—			—			122			—			122
Repayments of borrowings of consolidated investment entities	—			—			(176		)	—			(176		)
Contributions from (distributions to) participants in consolidated investment entities	—			—			348			—			348
Proceeds from issuance of common stock, net	2			—			—			—			2
Share-based compensation	(14		)	—			—			—			(14		)
Common stock acquired - Share repurchase	(366		)	—			—			—			(366		)
Dividends paid on common stock	(20		)	—			—			—			(20		)
Dividends paid on preferred stock	(14		)	—			—			—			(14		)
Principal payments for financing leases	—			—			(5		)	—			(5		)
Net cash provided by financing activities - discontinued operations	—			—			213			—			213
Net cash provided by (used in) financing activities	145			(20		)	1,206			(604		)	727
Net increase (decrease) in cash and cash equivalents	9			—			(169		)	—			(160		)
Cash and cash equivalents, beginning of period	212			—			1,260			—			1,472
Cash and cash equivalents, end of period	221			—			1,091			—			1,312
Less: Cash and cash equivalents of discontinued operations, end of period	—			—			279			—			279
Cash and cash equivalents of continuing operations, end of period	$	221		$	—		$	812		$	—		$	1,033

Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2019

	Parent Issuer			Subsidiary Guarantor		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(42	)	$	16	$	183		$	(26	)	$	131
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	—			—		2,078			—			2,078
Equity securities	7			—		2			—			9
Mortgage loans on real estate	—			—		307			—			307
Limited partnerships/corporations	—			—		37			—			37
Acquisition of:
Fixed maturities	—			—		(2,035		)	—			(2,035		)
Equity securities	(17		)	—		(1		)	—			(18		)
Mortgage loans on real estate	—			—		(155		)	—			(155		)
Limited partnerships/corporations	—			—		(60		)	—			(60		)
Short-term investments, net	—			—		(9		)	—			(9		)
Derivatives, net	—			—		45			—			45
Sales from consolidated investments entities	—			—		57			—			57
Purchases within consolidated investment entities	—			—		(91		)	—			(91		)
Maturity (issuance) of short-term intercompany loans, net	(71		)	—		(200		)	271			—
Return of capital contributions and dividends from subsidiaries	200			4		—			(204		)	—
Collateral received (delivered), net	—			—		(107		)	—			(107		)
Other, net	—			—		(26		)	—			(26		)
Net cash used in investing activities - discontinued operations	—			—		(76		)	—			(76		)
Net cash provided by (used in) investing activities	119			4		(234		)	67			(44		)

Condensed Consolidating Statement of Cash Flows (Continued) For the Three Months Ended March 31, 2019

	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash Flows from Financing Activities:
Deposits received for investment contracts	—			—			1,076			—			1,076
Maturities and withdrawals from investment contracts	—			—			(1,525		)	—			(1,525		)
Settlements on deposit contracts	—			—			(2		)	—			(2		)
Net (repayments of) proceeds from short-term intercompany loans	200			8			63			(271		)	—
Return of capital contributions and dividends to parent	—			(30		)	(200		)	230			—
Borrowings of consolidated investment entities	—			—			36			—			36
Contributions from (distributions to) participants in consolidated investment entities, net	—			—			(25		)	—			(25		)
Proceeds from issuance of common stock, net	2			—			—			—			2
Share-based compensation	(15		)	—			—			—			(15		)
Common stock acquired - Share repurchase	(250		)	—			—			—			(250		)
Dividends paid on common stock	(1		)	—			—			—			(1		)
Dividends paid on preferred stock	(10		)	—			—			—			(10		)
Net cash provided by financing activities - discontinued operations	—			—			122			—			122
Net cash used in financing activities	(74		)	(22		)	(455		)	(41		)	(592		)
Net increase (decrease) in cash and cash equivalents	3			(2		)	(506		)	—			(505		)
Cash and cash equivalents, beginning of period	209			2			1,327			—			1,538
Cash and cash equivalents, end of period	212			—			821			—			1,033
Less: Cash and cash equivalents of discontinued operations, end of period	—			—			227			—			227
Cash and cash equivalents of continuing operations, end of period	$	212		$	—		$	594		$	—		$	806