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February 22, 2022 Newswires
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VOYA FINANCIAL, INC. – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses
For the purposes of the discussion in this Annual Report on Form 10-K, the term
Voya Financial, Inc. refers to Voya Financial, Inc. and the terms "Company,"
"we," "our," and "us" refer to Voya Financial, Inc. and its subsidiaries.

The following discussion and analysis presents a review of our results of
operations for the years ended December 31, 2021 and 2020, and financial
condition as of December 31, 2021 and 2020. This item should be read in its
entirety and in conjunction with the Consolidated Financial Statements and
related notes contained in Part II, Item 8. of this Annual Report on Form 10-K.
For discussion and analysis of our results of operations for the years ended
December 31, 2020 and 2019, refer to our 2020 Annual Report on Form 10-K filed
with the SEC on March 1, 2021.

In addition to historical data, this discussion contains forward-looking
statements about our business, operations and financial performance based on
current expectations that involve risks, uncertainties and assumptions. Actual
results may differ materially from those discussed in the forward-looking
statements as a result of various factors. See the "Note Concerning
Forward-Looking Statements."



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Overview

We provide our principal products and services through three segments: Wealth
Solutions, Investment Management and Health Solutions. Corporate includes
activities not directly related to our segments and certain run-off activities
that are not meaningful to our business strategy.

In general, our primary sources of revenue include fee income from managing
investment portfolios for clients as well as asset management and administrative
fees from certain insurance and investment products; investment income on our
general account and other funds; and from insurance premiums. Our fee income
derives from asset- and participant-based advisory and recordkeeping fees on our
retirement products, from management and administrative fees we earn from
managing client assets, and from the distribution, servicing and management of
mutual funds. We generate investment income on the assets in our general
account, primarily fixed income assets, that back our liabilities and surplus.
We earn premiums on insurance policies, including stop-loss, group life,
voluntary and disability products as well as retirement contracts. Our expenses
principally consist of general business expenses, commissions and other costs of
selling and servicing our products, interest credited on general account
liabilities as well as insurance claims and benefits including changes in the
reserves we are required to hold for anticipated future insurance benefits.

Because our fee income is generally tied to account values, our profitability is
determined in part by the amount of assets we have under management,
administration or advisement, which in turn depends on sales volumes to new and
existing clients, net deposits from retirement plan participants, and changes in
the market value of account assets. Our profitability also depends on the
difference between the investment income we earn on our general account assets,
or our portfolio yield, and crediting rates on client accounts. Underwriting
income, principally dependent on our ability to price our insurance products at
a level that enables us to earn a margin over the costs associated with
providing benefits and administering those products, and to effectively manage
actuarial and policyholder behavior factors, is another component of our
profitability.

Profitability also depends on our ability to effectively deploy capital and
utilize our tax assets. Furthermore, profitability depends on our ability to
manage expenses to acquire new business, such as commissions and distribution
expenses, as well as other operating costs.


Discontinued Operations

The Individual Life Transaction


On January 4, 2021, we completed a series of transactions pursuant to a Master
Transaction Agreement (the "Resolution MTA") entered into on December 18, 2019
with Resolution Life U.S. Holdings Inc., a Delaware corporation ("Resolution
Life US"), pursuant to which Resolution Life US acquired Security Life of Denver
Company ("SLD"), Security Life of Denver International Limited ("SLDI") and
Roaring River II, Inc. ("RRII") including several subsidiaries of SLD.

The purchase price we received at the closing was based on estimated amounts and
was subject to a post-close true-up mechanism pursuant to which the purchase
price was adjusted based on SLD's adjusted book value as of the closing date. In
addition to cash consideration, proceeds included approximately $225 million
interest in RLGH and certain other affiliates of Resolution Life US, and $123
million principal amount in surplus notes issued by SLD. In connection with the
closing, $100 million was deferred in cash proceeds for a period of up to 42
months, subject to an adjustment mechanism based on certain financial
contingencies affecting SLD over that period. In addition, in connection with
the unwind of certain guarantee obligations affecting portions of SLD's
business, in lieu of $60 million of cash proceeds, we received approximately $60
million in additional preferred equity interests in Resolution Life US
affiliates. During 2021, we completed the post-close true-up process with
Resolution Life US which resulted in no material changes to loss on sale
recorded upon close. Additionally, we received $100 million from Resolution Life
US which was deferred at the time of close as mentioned above.

We determined that the legal entities sold and the Individual Life and Annuities
businesses within these entities met the criteria to be classified as held for
sale and that the sale represents a strategic shift that will have a major
effect on our operations. Accordingly, the results of operations of the
businesses sold have been presented as discontinued operations, and the assets
and liabilities of the related businesses have been classified as held for sale
and segregated for all periods presented in this Annual Report on Form 10-K.

As of December 31, 2020, we recorded an estimated loss on sale, net of tax, of
$1,466 million to write down the carrying value

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of the businesses held for sale to estimated fair value, which was based on the
estimated sales price of the Individual Life transaction (as defined above) as
of December 31, 2020 less cost to sell and other adjustments in accordance with
the Resolution MTA. Income (loss) from discontinued operations, net of tax, for
the year ended December 31, 2021 includes an estimated reduction to loss on sale
of $12 million, net of tax. The loss on sale, net of tax as of December 31, 2021
of $1,454 million, represents the excess of the carrying value of the businesses
sold over the purchase price, which equals fair value, less cost to sell. As a
result of the close of the Individual Life Transaction, the net aggregate
reduction in Total shareholders' equity, excluding Accumulated other
comprehensive income ("AOCI"), was $0.6 billion. The net aggregate reduction in
Total shareholders' equity, including AOCI, was $2.3 billion. This includes the
impact of the cumulative loss on sale as well as the reversal of the AOCI
related to the entities sold.

Refer to Reinsurance Note in our Consolidated Financial Statements in Part II,
Item 8. of this Annual Report on Form 10-K for disclosures related to the
reinsurance transactions pursuant to the Resolution MTA.

Upon the close of the Individual Life transaction, we continue to hold an
insignificant number of Individual Life, and non-Wealth Solutions annuities
policies which together with the businesses sold through divestment or
reinsurance will be referred to as "divested businesses".


The following table summarizes the components of Income (loss) from discontinued
operations, net of tax related to the Individual Life Transaction (closed on
January 4, 2021) for the periods indicated:
                                                                            Year Ended December 31,
                                                                  2021                  2020               2019
Revenues:
Net investment income                                       $        -              $     669          $     665
Fee income                                                           -                    778                750
Premiums                                                             -                     26                 27
Total net gains (losses)                                             -                     27                 45
Other revenue                                                        -                    (16)               (21)

Total revenues                                                       -                  1,484              1,466
Benefits and expenses:
Interest credited and other benefits to contract
owners/policyholders                                                 -                  1,225              1,055
Operating expenses                                                   -                    147                 83
Net amortization of Deferred policy acquisition costs and
Value of business acquired                                           -                    238                153
Interest expense                                                     -                      6                 10
Total benefits and expenses                                          -                  1,616              1,301
Income (loss) from discontinued operations before income
taxes                                                                -                   (132)               165
Income tax expense (benefit)                                         -                    (29)                34
Loss on sale, net of tax                                            12                   (316)            (1,150)

Income (loss) from discontinued operations, net of tax $ 12

        $    (419)         $  (1,019)



Trends and Uncertainties

Throughout this Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A"), we discuss a number of trends and uncertainties
that we believe may materially affect our future liquidity, financial condition
or results of operations. Where these trends or uncertainties are specific to a
particular aspect of our business, we often include such a discussion under the
relevant caption of this MD&A, as part of our broader analysis of that area of
our business. In addition, the following factors represent some of the key
general trends and uncertainties that have influenced the development of our
business and our historical financial performance and that we believe will
continue to influence our continuing business operations and financial
performance in the future.




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COVID-19 and its Effect on the Global Economy

COVID-19, the disease caused by the novel coronavirus, has had a significant
adverse effect on the global economy since March of 2020. Even though the pace
of vaccinations has increased in many countries, including the United States,
the disease continues to spread throughout the world. The persistence of new
infections, including the introduction of new variants, has slowed the
re-opening of the U.S. economy and, even in regions where restrictions have
largely been lifted, economic activity has been slow to recover. In addition,
while the ability to impose federal vaccine mandates have been curtailed by the
U.S. Supreme Court, we continue to be subject to various state and local vaccine
mandates that would require at least a portion of our U.S. employees to be
vaccinated, which could potentially impact our work force. Longer-term, the
economic outlook is uncertain, but may depend in significant part on progress
with respect to effective therapies to treat COVID-19 or the approval of
additional vaccines and the pace at which they are administered globally. For
further information regarding risks associated with COVID-19, see Risk Factors -
The COVID-19 pandemic has had, and is likely to continue to have, adverse
effects on our financial condition and results of operations in Part I, Item 1A.
of this Annual Report on Form 10-K.

Effect on Voya Financial - Financial Condition, Capital and Liquidity


Because both public health and economic circumstances are changing so rapidly at
present, it is impossible to predict how COVID-19 will affect Voya Financial's
future financial condition. Absent a further significant and prolonged market
shock, however, we do not anticipate a material effect on our balance sheet,
statutory capital, or liquidity. Our capital levels remain strong and
significantly above our targets. As of December 31, 2021, our estimated combined
RBC ratio, with adjustments for certain intercompany transactions, was 550%,
above our 375% target.

We have completed repurchases of approximately $1,143 million of our common
shares as of December 31, 2021. In January and October 2021, we increased our
common shareholder dividend by 10% and 21%, respectively. We do not anticipate
any reduction in our dividend and continue to monitor the dividends-paying
capacity of our insurance subsidiaries. We have distributed $910 million in 2021
from our insurance subsidiaries.

Effect on Voya Financial - Results of Operations


Predicting with accuracy the future consequences of COVID-19 on our results of
operations is impossible. To date, the most significant effects of adverse
economic conditions have been on our fee-based income, with net investment
income experiencing milder effects. Underwriting income, principally affected by
increases to mortality and morbidity due to the disease, has also been
negatively affected.

Wealth Solutions
In Wealth Solutions, we initially experienced pressure on earnings driven by
equity market volatility as well as lower interest rates, with effects weighted
more heavily towards our full-service corporate markets business and less on
recordkeeping business. While equity market improvements have resulted in higher
AUM levels and favorable results in fee-based income, we estimate that low
market interest rates will continue to contribute to a lower spread-based
income. Longer-term effects will depend significantly on equity market
performance and prevailing interest rate levels, as well as unemployment levels.
We believe that expense reductions and other management actions would be
available to offset a portion of any impact.

Investment Management
In Investment Management, equity market improvements have contributed to AUM
levels and higher fee-based margin. In addition, Investment capital has been
revaluated higher over the last year, however if the economy declines due to
COVID-19 and emerging variants, investment capital results could materially
decline. We had seen an elevated level of outflows associated with our retail
business at the outset of the pandemic that has since subsided. The pandemic has
made generating new business leads more challenging, resulting in a reduction in
sales meetings and activities that could result in a lower level of sales
activity during the year. If the pandemic persists and the economy fails to grow
or declines from current levels, asset values could be negatively impacted
resulting in lower management fee revenue and/or investment capital returns.

Health Solutions
In Health Solutions, the effects from COVID-19 have been seen primarily in
increased mortality claims on group life policies. We have not seen a
significant increase in medical stop loss claims.


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We expect mortality claims in group life to be elevated in 2022 due to COVID-19
related deaths, with the magnitude of such claims dependent on mortality rates
from the disease. We currently estimate that, for every 10,000 incremental
deaths in the United States due to COVID-19, we would see between $2 to $3
million of additional claims. Experience to date is consistent with this
expectation.

Market Conditions


While extraordinary monetary accommodation has suppressed volatility in rate,
credit and domestic equity markets for an extended period, global capital
markets are now past peak accommodation as the U.S. Federal Reserve continues
its gradual pace of policy normalization. As global monetary policy becomes less
accommodating, an increase in market volatility could affect our business,
including through effects on the rate and spread component of yields we earn on
invested assets, changes in required reserves and capital, and fluctuations in
the value of our assets under management ("AUM"), administration or advisement
("AUA"). These effects could be exacerbated by uncertainty about future fiscal
policy, changes in tax policy, the scope of potential deregulation, levels of
global trade, and geopolitical risk. In the short- to medium-term, the potential
for increased volatility, coupled with prevailing interest rates below
historical averages, can pressure sales and reduce demand as consumers hesitate
to make financial decisions. In addition, this environment could make it
difficult to manufacture products that are consistently both attractive to
customers and profitable. Financial performance can be adversely affected by
market volatility as fees driven by AUM fluctuate, hedging costs increase and
revenue declines due to reduced sales and increased outflows. As a company with
strong retirement, investment management and insurance capabilities, however, we
believe the market conditions noted above may, over the long term, enhance the
attractiveness of our broad portfolio of products and services. We will need to
continue to monitor the behavior of our customers and other factors, including
mortality rates, morbidity rates, and lapse rates, which adjust in response to
changes in market conditions in order to ensure that our products and services
remain attractive as well as profitable. For additional information on our
sensitivity to interest rates and equity market prices, see Quantitative and
Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual
Report on Form 10-K.

Interest Rate Environment

We believe the interest rate environment will continue to influence our business
and financial performance in the future for several reasons, including the
following:
•Our general account investment portfolio, which was approximately $45 billion
as of December 31, 2021, consists predominantly of fixed income investments and
had an annualized earned yield of approximately 4.5% in the fourth quarter of
2021. In the near term and absent further material change in yields available on
fixed income investments, we expect the yield we earn on new investments will be
lower than the yields we earn on maturing investments, which were generally
purchased in environments where interest rates were higher than current levels.
We currently anticipate that proceeds that were reinvested in fixed income
investments during 2021 will earn an average yield below the prevailing
portfolio yield. If interest rates were to rise, we expect the yield on our new
money investments would also rise and gradually converge toward the yield of
those maturing assets. In addition, while less material to financial results
than new money investment rates, movements in prevailing interest rates also
influence the prices of fixed income investments that we sell on the secondary
market rather than holding until maturity or repayment, with rising interest
rates generally leading to lower prices in the secondary market, and falling
interest rates generally leading to higher prices.
•   Several of our products pay guaranteed minimum rates such as fixed accounts
and a portion of the stable value accounts included within defined contribution
retirement plans. We are required to pay these guaranteed minimum rates even if
earnings on our investment portfolio decline, with the resulting investment
margin compression negatively impacting earnings. In addition, we expect more
policyholders to hold policies (lower lapses) with comparatively high guaranteed
rates longer in a low interest rate environment. Conversely, a rise in average
yield on our investment portfolio would positively impact earnings if the
average interest rate we pay on our products does not rise correspondingly.
Similarly, we expect policyholders would be less likely to hold policies (higher
lapses) with existing guarantees as interest rates rise.

For additional information on the impact of the continued low interest rate
environment, see Risk Factors - The level of interest rates may adversely affect
our profitability, particularly in the event of a continuation of the current
low interest rate environment or a period of rapidly increasing interest rates
in Part I, Item 1A. of this Annual Report on Form 10-K. Also, for additional
information on our sensitivity to interest rates, see Quantitative and
Qualitative Disclosures About Market Risk in Part II, Item 7A. of this Annual
Report on Form 10-K.

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Seasonality and Other Matters

Our business results can vary from quarter to quarter as a result of seasonal
factors. For all of our segments, the first quarter of each year typically has
elevated operating expenses, reflecting higher payroll taxes, equity
compensation grants, and certain other expenses that tend to be concentrated in
the first quarters. Additionally, alternative investment income tends to be
lower in the first quarters. Other seasonal factors that affect our business
include:

Wealth Solutions
•The first quarters tend to have the highest level of recurring deposits in
Corporate Markets, due to the increase in participant contributions from the
receipt of annual bonus award payments or annual lump sum matches and profit
sharing contributions made by many employers. Corporate Market withdrawals also
tend to increase in the first quarters as departing sponsors change providers at
the start of a new year.
•In the third quarters, education tax-exempt markets typically have the lowest
recurring deposits, due to the timing of vacation schedules in the academic
calendar.
•The fourth quarters tend to have the highest level of single/transfer deposits
due to new Corporate Market plan sales as sponsors transfer from other providers
when contracts expire at the fiscal or calendar year-end. Recurring deposits in
the Corporate Market may be lower in the fourth quarters as higher paid
participants scale back or halt their contributions upon reaching the annual
maximums allowed for the year. Finally, Corporate Market withdrawals tend to
increase in the fourth quarters, as in the first quarters, due to departing
sponsors.

Investment Management
•In the fourth quarters, performance fees are typically higher due to certain
performance fees being associated with calendar-year performance against
established benchmarks and hurdle rates.

Health Solutions
•The first quarters tend to have the highest Group Life loss ratio. Sales for
Group Life and Stop Loss also tend to be the highest in the first quarters, as
most of our contracts have January start dates in alignment with the start of
our clients' fiscal years.
•The third quarters tend to have the second highest Group Life and Stop Loss
sales, as a large number of our contracts have July start dates in alignment
with the start of our clients' fiscal years.

In addition to these seasonal factors, our results are impacted by the annual
review of assumptions related to future policy benefits and deferred policy
acquisition costs ("DAC"), value of business acquired ("VOBA") (collectively,
"DAC/VOBA") and other intangibles, which we generally complete in the third
quarter of each year, and annual remeasurement related to our employee benefit
plans, which we generally complete in the fourth quarter of each year. See
Critical Accounting Judgments and Estimates in Part II, Item 7. of this Annual
Report on Form 10-K for further information.

Stranded Costs


As a result of the Individual Life Transaction, the historical revenues and
certain expenses of the divested businesses have been classified as discontinued
operations. Historical revenues and certain expenses of the businesses that have
been divested via reinsurance at closing of the Individual Life Transaction
(including an insignificant amount of Individual Life and non-Wealth Solutions
annuities that are not part of the transaction) are reported within continuing
operations, but are excluded from adjusted operating earnings as businesses
exited or to be exited through reinsurance or divestment. Expenses classified
within discontinued operations and businesses exited or to be exited through
reinsurance include only direct operating expenses incurred by these businesses
and then only to the extent that the nature of such expenses was such that we
ceased to incur such expenses upon the close of the Individual Life
Transaction. Certain other direct costs of these businesses, including those
which relate to activities for which we provide transitional services and for
which we are reimbursed under transition services agreements ("TSAs") are
reported within continuing operations along with the associated revenues from
the TSAs. Additionally, indirect costs, such as those related to corporate and
shared service functions that were previously allocated to the businesses sold
or divested via reinsurance, are reported within continuing operations. These
costs ("Stranded Costs") and the associated revenues from the TSAs are reported
within continuing operations in Corporate, since we do not believe they are
representative of the future run-rate of revenues and expenses of the continuing
operations of our business segments. We have implemented a cost reduction
strategy to address Stranded Costs. Refer to Restructuring in Part II, Item 7 of
this Annual Report on Form 10-K for more information on this program.

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Restructuring

Organizational Restructuring

Pursuant to the Company executing the Resolution MTA and the Individual Life
Transaction, the Company sold five of its legal subsidiaries, SLD, SLDI, RRII,
MUL and VAE to Resolution Life US, which is an insurance holding company newly
formed by RLGH, a Bermuda-based limited partnership. The Company also executed
an agreement with Cetera on June 9, 2021, where Cetera acquired the independent
financial planning channel of VFA. Additionally, the Company transferred or
ceased usage of a substantial number of administrative systems and is
undertaking restructuring efforts to reduce stranded expenses associated with
its Individual Life business and independent financial planning channel as well
as its corporate and shared services functions. The Company anticipates
incurring additional restructuring expenses directly and indirectly related to
these dispositions beyond 2021, of $25 - $75 in addition to the $78 incurred
during 2020 and $91 incurred for the year ended December 31, 2021.

See the Restructuring Note in our Consolidated Financial Statements in Part II,
Item 8 of this Annual Report on Form 10-K for information on the restructuring
activities related to the Individual Life Transaction.

Results of Operations

Operating Measures


In this MD&A, we discuss Adjusted operating earnings before income taxes and
Adjusted operating revenues, each of which is a measure used by management to
evaluate segment performance. For additional information on each measure, see
Segments Note to our Consolidated Financial Statements in Part II, Item 8. of
this Annual Report on Form 10-K.

AUM and AUA


A substantial portion of our fees, other charges and margins are based on AUM.
AUM represents on-balance sheet assets supporting customer account
values/liabilities and surplus as well as off-balance sheet institutional/mutual
funds. Customer account values reflect the amount of policyholder equity that
has accumulated within retirement, annuity and universal-life type products.

AUM includes general account assets managed by our Investment Management segment
in which we bear the investment risk, separate account assets in which the
contract owner bears the investment risk and institutional/mutual funds, which
are excluded from our balance sheets. AUM-based revenues increase or decrease
with a rise or fall in the amount of AUM, whether caused by changes in capital
markets or by net flows. AUM is principally affected by net deposits (i.e., new
deposits, less surrenders and other outflows) and investment performance (i.e.,
interest credited to contract owner accounts for assets that earn a fixed return
or market performance for assets that earn a variable return). Separate account
AUM and institutional/mutual fund AUM include assets managed by our Investment
Management segment, as well as assets managed by third-party investment
managers. Our Investment Management segment reflects the revenues earned for
managing affiliated assets for our other segments as well as assets managed for
third parties.

AUA represents accumulated assets on contracts pursuant to which we either
provide administrative or advisement services or product guarantees for assets
managed by third parties. These contracts are not insurance contracts and the
assets are excluded from the Consolidated Financial Statements. Fees earned on
AUA are generally based on the number of participants, asset levels and/or the
level of services or product guarantees that are provided.

Our consolidated AUM/AUA includes eliminations of AUM/AUA managed by our
Investment Management segment that is also reflected in other segments' AUM/AUA
and adjustments for AUM not reflected in any segments.


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The following table presents AUM and AUA as of the dates indicated:
                             As of December 31,
($ in millions)             2021           2020
AUM and AUA:
Wealth Solutions         $ 536,246      $ 520,258
Investment Management      323,656        301,680
Health Solutions             1,887          1,837
Eliminations/Other        (122,754)      (123,587)
Total AUM and AUA(1)     $ 739,035      $ 700,188

AUM                      $ 405,285      $ 364,610
AUA                        333,749        335,578
Total AUM and AUA(1)     $ 739,035      $ 700,188

(1) Includes AUM and AUA related to the divested businesses, for which a
substantial portion of the assets continue to be managed by our Investment
Management segment.


Terminology Definitions

Sales Statistics

In our discussion of our segment results under Results of Operations-Segment by
Segment, we sometimes refer to sales activity for various products. The term
"sales" is used differently for different products, as described more fully
below. These sales statistics do not correspond to revenues under U.S. GAAP and
are used by us as operating statistics underlying our financial performance.

Net flows are deposits less redemptions (including benefits and other product
charges).

Sales for Health Solutions products are based on a calculation of annual
premiums, which represent regular premiums on new policies, plus a portion of
new single premiums.


Total gross premiums and deposits are defined as premium revenue and deposits
for policies written and assumed. This measure provides information as to growth
and persistency trends related to premium and deposits.

Other Measures


Total annualized in-force premiums are defined as a full year of premium at the
rate in effect at the end of the period. This measure provides information as to
the growth and persistency trends in premium revenue.

Interest adjusted loss ratios are defined as the ratio of benefits expense to
premium revenue exclusive of the discount component in the change in benefit
reserve. This measure reports the loss ratio related to mortality on life
products and morbidity on health products.

Net gains (losses), Net investment gains (losses) and related charges and
adjustments and Net guaranteed benefit losses and related charges and
adjustments include changes in the fair value of derivatives. Increases in the
fair value of derivative assets or decreases in the fair value of derivative
liabilities result in "gains." Decreases in the fair value of derivative assets
or increases in the fair value of derivative liabilities result in "losses."

In addition, we have certain products that contain guarantees that are embedded
derivatives related to guaranteed benefits and index-crediting features, while
other products contain such guarantees that are considered derivatives
(collectively "guaranteed benefit derivatives").

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Results of Operations - Company Consolidated

The following table presents our Consolidated Statements of Operations for the
periods indicated:

                                                              Year Ended December 31,
($ in millions)                                              2021                 2020                     Change
Revenues:
Net investment income                                   $      2,774          $    2,909                $     (135)
Fee income                                                     1,827               2,026                      (199)
Premiums                                                      (3,354)              2,416                    (5,770)
Net gains (losses)                                             1,423                (365)                    1,788
Other revenue                                                    579                 409                       170
Income (loss) related to consolidated investment
entities                                                         981                 254                       727

Total revenues                                                 4,230               7,649                    (3,419)
Benefits and expenses:
Interest credited and other benefits to contract
owners/policyholders                                          (2,163)              4,101                    (6,264)
Operating expenses                                             2,586               2,654                       (68)

Net amortization of Deferred policy acquisition costs
and Value of business acquired

                                   795                 352                       443
Interest expense                                                 186                 159                        27

Operating expenses related to consolidated investment
entities

                                                          49                  31                        18
Total benefits and expenses                                    1,453               7,297                    (5,844)

Income (loss) from continuing operations before income
taxes

                                                          2,777                 352                     2,425
Income tax expense (benefit)                                     (98)                (18)                      (80)
Income (loss) from continuing operations                       2,875                 370                     2,505
Income (loss) from discontinued operations, net of tax            12                (419)                      431
Net Income (loss)                                              2,887                 (49)                    2,936

Less: Net income (loss) attributable to noncontrolling
interest

                                                         761                 157                       604
Less: Preferred stock dividends                                   36                  36                         -

Net income (loss) available to our common shareholders $ 2,090

   $     (242)               $    2,332



For additional information on reconciliations of Income (loss) from continuing
operations before income taxes to Adjusted operating earnings before income
taxes and Total revenues to Adjusted operating revenues, and their relative
contributions of each segment, see Segments Note to our Consolidated Financial
Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Consolidated - Year Ended December 31, 2021 Compared to Year Ended December 31,
2020


Total Revenues

Total Revenues decreased $3,419 million from $7,649 million to $4,230 million.
The following items contributed to the overall decrease.


Net investment income decreased $135 million from $2,909 million to $2,774
million primarily due to:
•transfer of assets to a comfort trust pursuant to the reinsurance agreements
entered into concurrent with the closing of the Individual Life Transaction.

The decrease was partially offset by:

•higher alternative investment income in the current period primarily driven by
market performance; and

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•higher prepayment fee income in the current period primarily driven by interest
rate movements.

Fee income decreased $199 million from $2,026 million to $1,827 million
primarily due to:

•lower fee income compared to the prior period due to the close of the
Individual Life Transaction in both businesses exited and Investment Management.

The decrease was partially offset by:


•an increase in average fee-based fund AUM in Wealth solutions primarily driven
by market performance, partially offset by a lower earned rate; and
•an increase in average external client AUM in Investment Management primarily
driven by market performance and positive net flows.

Premiums decreased $5,770 million from $2,416 million to $(3,354) million
primarily due to:
•the close of the Individual Life Transaction, at which point RLI, VRIAC, and
RLNY ceded substantially all of their Individual Life and Non-Wealth Solution
Annuities businesses to SLD, which are fully offset by a corresponding amount in
Interest credited and other benefits to contract owners/policyholders.

The decrease was partially offset by:

•higher premiums driven by growth of the Stop Loss and Voluntary blocks of
business in Health Solutions.

Net gains (losses) changed $1,788 million from a loss of $365 million to a gain
of $1,423 million primarily due to:


•realized gains on the transfer of assets to a comfort trust pursuant to
reinsurance agreements entered into concurrent with the close of the Individual
Life Transaction;
•a favorable change in the allowance for losses on commercial mortgage loans;
and
•realized gain driven by the sale of our stake in a limited partnership
interest.

The change were partially offset by:


•unfavorable mark-to-market adjustments on securities subject to fair value
option accounting primarily driven by a general market re-pricing of prepayment
risk;
•losses from market value changes associated with business reinsured, which are
fully offset by a corresponding amount in Interest credited and other benefits
to contract owners/policyholders; and
•unfavorable changes in the fair value of guaranteed benefit derivatives as a
result of interest rate movements.

Other revenue increased $170 million from $409 million to $579 million primarily
due to:


•a net gain related to the sale of the independent financial planning channel of
VFA; and
•revenue from transition services agreements resulting from the close of the
Individual Life Transaction.

The increase was partially offset by:


•lower revenues driven by the sale of the independent financial planning channel
of VFA; and
•performance fees earned in our Investment Management segment in the prior year
which did not repeat.

Income related to consolidated investment entities increased $727 million from
$254 million to $981 million primarily due to:

•increase due to favorable market appreciation in the limited partnerships due
to higher demand for the alternative asset investment class; and
•new funds launched during the current period.


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Total Benefits and Expenses

Total benefits and expenses decreased by $5,844 million from $7,297 million to
$1,453 million. The following items contributed to the overall decrease.

Interest credited and other benefits to contract owners/policyholders decreased
$6,264 million from $4,101 million to $(2,163) million primarily due to:


•the close of the Individual Life Transaction, at which point, RLI, VRIAC, and
RLNY ceded substantially all of their Individual Life and Non-Wealth Solutions
Annuities businesses to SLD, which are fully offset by a corresponding amount in
Premiums;
•loss recognition and annual assumptions update unlocking during the prior year
related to our businesses reinsured at the close of the Individual Life
Transaction; and
•market value impacts and changes in the reinsurance deposit asset associated
with business reinsured, which are fully offset by a corresponding amount in Net
gains (losses).

The decrease was partially offset by:


•amortization and loss recognition driven by the realized gains on the transfer
of assets to a comfort trust pursuant to reinsurance agreements entered into
concurrent with the close of the Individual Life Transaction;
•higher claims in Group Life, primarily related to COVID-19, and growth in Stop
Loss and Voluntary blocks of business, partially offset by lower Voluntary loss
ratios and other reserve adjustments in Health Solutions;
•an increase in the allowance for losses on reinsurance recoverables; and
•actual versus expected mortality in the current period for the businesses ceded
to SLD related to claims prior to the close of the Individual Life Transaction.

Operating expenses decreased $68 million from $2,654 million to $2,586 million
primarily due to:
•lower expenses driven by the close of the Individual Life Transaction and sale
of the independent financial planning channel of VFA;
•a ceding commission paid as part of the close of the Individual Life
Transaction at which point RLI, VRIAC and RLNY ceded substantially all of the
Individual Life and Non-Wealth Solution Annuities businesses to SLD;
•lower stranded costs in the current period related to the Individual Life
Transaction due to increased benefits from costs savings;
•a favorable change in pension costs. See the Employee Benefit Arrangements Note
in Part II, Item 8. of this Annual Report on Form 10-K for further information;
and
•lower amortization of intangible assets in Corporate related to a prior
acquisition that became fully amortized during the third quarter of 2020.

The decrease was partially offset by:


•an increase in growth-based expenses in our Wealth Solutions and Health
Solutions segments;
•higher incentive compensation in Corporate due to strong performance in the
current period;
•higher restructuring charges in the current period. See the Restructuring Note
in Part II, Item 8. of this Annual Report on Form 10-K for information;
•higher compensation related expenses in our Investment Management segment
primarily associated with higher earnings in the current period; and
•higher litigation reserves in Wealth Solutions during the current periods
compared to the prior period.

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Net amortization of DAC/VOBA increased $443 million from $352 million to $795
million primarily due to:

•amortization and loss recognition driven by the realized gains on the transfer
of assets to a comfort trust pursuant to reinsurance agreements entered into
concurrent with the close of the Individual Life Transaction;
•unfavorable annual assumption updates resulting in a write-down of DAC and
VOBA, partially offset by unfavorable assumption updates in the prior period
related to our businesses ceded to SLD at the close of the Individual Life
Transaction; and
•higher amortization on higher gross profits and business growth in Wealth
Solutions and Health Solutions.

The increase was partially offset by:

•favorable Wealth Solutions annual assumption update unlocking in the current
period compared to unfavorable unlocking in the prior period.

Income Tax Benefit

Income tax benefit increased $80 million from $18 million to $98 million
primarily due to:


•the $521 million release of the tax valuation allowance in 2021, which
consisted of a $290 million allowance release related to all of the federal
deferred tax assets and a substantial portion of the state deferred tax assets
and a $231 million release of a stranded tax benefit allocated to continuing
operations from Accumulated Other Comprehensive Income; and
•an increase in noncontrolling interest.

The increase was partially offset by:

•an increase in income before income taxes.

Loss from Discontinued Operations, net of Tax

Income (loss) from discontinued operations, net of tax changed $431 million from
a loss of $419 million to income of $12 million primarily due to:


•unfavorable adjustments to the Individual Life Transaction loss on sale, net of
tax excluding costs to sell made in the prior period and favorable adjustments
made in the current period; and
•net losses from discontinued operations, net of tax in the prior period which
ceased at the close of the Individual Life Transaction.

Adjustments from Income (Loss) from Continuing Operations before Income Taxes to
Adjusted Operating Earnings before Income Taxes


For additional information on the reconciliation adjustments listed below, see
the Segments Note to our Consolidated Financial Statements in Part II, Item 8.
of this Annual Report on Form 10-K.

Net investment gains (losses) and related charges and adjustments changed $42
million
from a gain of $22 million to a loss of $20 million primarily due to:


•unfavorable mark-to-market adjustments on securities subject to fair value
option accounting primarily driven by a general market re-pricing of prepayment
risk.

The change was partially offset by:

•a realized gain driven by the sale of our stake in a limited partnership
interest; and
•a favorable change in the allowance for losses on commercial mortgage loans.


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Net guaranteed benefit gains (losses) and related charges and adjustments
changed $23 million from a gain of $22 million to a loss of $1 million primarily
due to:

•unfavorable changes in derivative valuations due to interest rate movements.


Gain (loss) related to businesses exited through reinsurance or divestment
changed $1,154 million from a loss of $342 million to an income of $812 million
primarily due to:
The close of the Individual Life Transaction:

•at the close of the Individual Life Transaction the transfer of assets to a
comfort trust pursuant to the reinsurance agreements resulted in realized gains
which were partially offset by intangibles amortization and loss recognition;
and
•actual versus expected mortality in the current year for the businesses ceded
to SLD related to claims prior to the close of the Individual Life Transaction.

Other current year events:


•a gain in second quarter related to the sale of the independent financial
planning channel of VFA net of transaction-related costs to sell;
•third quarter annual assumption updates which resulted in DAC and VOBA loss
recognition on the deferred intangibles associated with our businesses ceded to
SLD; and
•current year amortization of the deferred intangibles associated with the
businesses ceded to SLD.

For further information on the deferred intangibles, see the Reinsurance Note in
Part II, Item 8. of this Annual Report on Form 10-K.

Prior year impacts:


•net losses, due to loss recognition and unfavorable unlocking driven by the
annual assumption updates net of favorable alternative investment performance,
in the prior year related to the Individual Life and the Non-Wealth Solution
Annuities businesses in RLI, VRIAC, and RLNY that were ceded to SLD at the close
of the Individual Life Transaction.

For further details on loss recognition, see Critical Accounting Judgments and
Estimates - Assumptions and Periodic Review in Part II, Item 7. of this Annual
Report on Form 10-K.

Losses related to early extinguishment of debt increased $31 million primarily
due to:
•losses in connection with debt extinguishments completed during the current
year. See the Financing Agreements Note in Part II, Item 8. of this Annual
Report on Form 10-K for further information.

Immediate recognition of net actuarial gains related to pension and other
postretirement benefit obligations and gains from plan adjustments and
curtailments increased $31 million from $2 million to $33 million. See Critical
Accounting Judgments and Estimates - Employee Benefits Plans in Part II, Item 7.
of this Annual Report on Form 10-K for further information.

Other adjustments increased $64 million from a loss of $41 million to a loss of
$105 million primarily due to:


•higher costs recorded in the current year related to restructuring. See the
Restructuring Note in Part II, Item 8. of this Annual Report on Form 10-K for
information.

Results of Operations - Segment by Segment


Adjusted operating earnings is the measure of segment profit or loss management
uses to evaluate segment performance. Adjusted operating earnings should not be
viewed as a substitute for GAAP pretax income. We believe the presentation of
segment adjusted operating earnings as we measure it for management purposes
enhances the understanding of our business by reflecting the underlying
performance of our core operations and facilitating a more meaningful trend
analysis. Refer to the Segments Note to our Consolidated Financial Statements in
Part II, Item 8. of this Annual Report on Form 10-K for further information on
the presentation of segment results and our definition of adjusted operating
earnings.

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Wealth Solutions

The following table presents Adjusted operating earnings before income taxes of
our Wealth Solutions segment for the periods indicated:

                                                                           Year Ended December 31,
($ in millions)                                                           2021                  2020
Adjusted operating revenues:
Net investment income and net gains (losses)                         $      2,114          $     1,742
Fee income                                                                  1,056                  877
Premiums                                                                        -                    8
Other revenue                                                                  68                   89
Total adjusted operating revenues                                           3,238                2,717
Operating benefits and expenses:
Interest credited and other benefits to contract
owners/policyholders                                                          891                  961
Operating expenses                                                          1,146                1,075
Net amortization of DAC/VOBA                                                   91                  237

Total operating benefits and expenses                                       2,128                2,274
Adjusted operating earnings before income taxes(1)                   $      

1,110 $ 443

(1) Includes unlocking related to annual review of the assumptions. Refer to
DAC/VOBA and Other Intangibles Unlocking in Part II, Item 7. of this Annual
Report on Form 10-K for further information.

The following tables present Total Client Assets, which comprise total AUM and
AUA, for our Wealth Solutions segment as of the dates indicated:

                                     As of December 31,
($ in millions)                     2021           2020

Full Service                     $ 187,702      $ 165,412
Recordkeeping                      279,501        247,309
Total Defined Contribution         467,203        412,721
Investment-only Stable Value        40,246         42,864
Retail Client and Other Assets      28,796         64,673
Total Client Assets              $ 536,246      $ 520,258




                                     As of December 31,
($ in millions)                     2021           2020

Fee-based                        $ 434,340      $ 379,840
Spread-based                        33,359         34,712
Investment-only Stable Value        40,246         42,864
Retail Client Assets                28,300         62,842
Total Client Assets              $ 536,246      $ 520,258



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The following table presents Full Service, Recordkeeping, and Stable Value net
flows for our Wealth Solutions segment for the periods indicated:
                                                   Year Ended December 31,
($ in millions)                                       2021                

2020

Full Service - Corporate markets:
Deposits                                     $      14,740             $ 

12,400

Surrenders, benefits and product charges           (13,709)             

(10,468)

Net flows                                            1,031                

1,934

Full Service - Tax-exempt markets:
Deposits                                             6,239                

8,203

Surrenders, benefits and product charges            (6,694)              (8,533)
Net flows                                             (455)                (330)
Total Full Service Net Flows                 $         576             $  1,604

Recordkeeping and Stable Value:
Recordkeeping Net Flows                      $      (6,731)            $ 

24,497

Investment-only Stable Value Net Flows       $      (2,108)            $  

4,291

Wealth Solutions - Year Ended December 31, 2021 Compared to Year Ended December
31, 2020

Adjusted operating earnings before income taxes increased $667 million from $443
million
to $1,110 million primarily due to:


•higher alternative investment income;
•a favorable change in DAC unlocking primarily due to equity market performance
and unfavorable annual assumption updates in the prior year; and
•higher fee revenue driven by higher average equity markets, partially offset by
the impact of the Financial Planning Channel sale and a lower earned rate.

The increase was partially offset by:


•higher expenses primarily driven by business growth, partially offset by the
impact of the Financial Planning Channel sale;
•higher amortization of DAC driven by higher gross profits and business growth;
and
•a higher legal accrual in the current period compared to the prior period.

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Investment Management

The following table presents Adjusted operating earnings before income taxes of
our Investment Management segment for the periods indicated:

                                                          Year Ended December 31,
($ in millions)                                               2021          

2020

Adjusted operating revenues:
Net investment income and net gains (losses)      $         103                   $  15
Fee income                                                  667                     619
Other revenue                                                13                      69
Total adjusted operating revenues                           783             

702

Operating benefits and expenses:
Operating expenses                                          544             

506

Total operating benefits and expenses                       544             

506

Adjusted operating earnings before income taxes   $         239             

$ 197




Our Investment Management operating segment revenues include the following
intersegment revenues, primarily consisting of asset-based management and
administration fees.
                                                       Year Ended December 31,
($ in millions)                                            2021                 2020
Investment Management intersegment revenues     $        92                 

$ 110

The following table presents AUM and AUA for our Investment Management segment
as of the dates indicated:

                              As of December 31,
($ in millions)              2021           2020
AUM
External clients:
Institutional(1)          $ 148,921      $ 111,964
Retail(1)                    76,907         75,116
Total external clients      225,829        187,080
General account              38,004         58,421
Total AUM(1)                263,832        245,501
AUA(2)                       59,823         56,179
Total AUM and AUA(1)(2)   $ 323,656      $ 301,680

(1) Includes assets associated with the divested businesses.
(2) Includes assets sourced by other segments and also reported as AUA or AUM by
such other segments. Assets Under Advisement, presented in AUA, includes
advisory assets, mutual fund, general account and stable value assets.


The following table presents net flows for our Investment Management segment for
the periods indicated:
                            Year Ended December 31,
($ in millions)                2021                2020
Net Flows:
Institutional(1)      $      9,075              $ 10,614
Retail                      (1,304)               (2,240)
Divested businesses         (2,974)               (2,506)
Total(1)              $      4,796              $  5,869


(1) Starting Q1 2021, amounts exclude liquidity related cash flow activities.
Historical periods presented have been revised to conform with this
presentational
change.

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Investment Management
- Year Ended December 31, 2021 Compared to Year Ended
December 31, 2020

Adjusted operating earnings before income taxes increased $42 million from $197
million
to $239 million primarily due to:


•higher investment capital returns primarily driven by overall market
performance; and
•higher fee revenue primarily driven by higher average equity markets and
positive net flows, partially offset by a decline in fees earned as a result of
the Individual Life Transaction.

The increase was partially offset by:


•lower other revenue primarily due to prior year performance fees which did not
repeat; and
•higher operating expenses primarily driven by variable compensation due to
higher earnings.
Health Solutions

The following table presents Adjusted operating earnings before income taxes of
the Health Solutions segment for the periods indicated:

                                                                            Year Ended December 31,
($ in millions)                                                            2021                  2020
Adjusted operating revenues:
Net investment income and net gains (losses)                         $         165          $        114
Fee income                                                                      69                    61
Premiums                                                                     2,168                 1,986
Other revenue                                                                   (7)                   (7)
Total adjusted operating revenues                                            2,395                 2,155
Operating benefits and expenses:
Interest credited and other benefits to contract
owners/policyholders                                                         1,674                 1,495
Operating expenses                                                             492                   436
Net amortization of DAC/VOBA                                                    25                    19
Total operating benefits and expenses                                        2,191                 1,951
Adjusted operating earnings before income taxes                      $         204          $        204



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The following table presents sales, gross premiums and in-force for our Health
Solutions segment for the periods indicated:
                                           Year Ended December 31,
($ in millions)                           2021                    2020
Sales by Product Line:
Group life and Disability            $       110               $   119
Stop loss                                    355                   308

Total group products                         465                   427
Voluntary products                           128                   134
Total sales by product line          $       593               $   561

Total gross premiums and deposits    $     2,429               $ 2,234

Group life and Disability                    752                   714
Stop loss                                  1,181                 1,096
Voluntary                                    576                   472
Total annualized in-force premiums   $     2,510               $ 2,282

Loss Ratios:
Group life (interest adjusted)              95.5   %              81.8  %
Stop loss                                   77.3   %              77.7  %
Total Loss Ratio(1)                         72.5   %              70.4  %


(1) Total Loss Ratio is presented on a trailing twelve month basis.

Health Solutions- Year Ended December 31, 2021 Compared to Year Ended December
31, 2020

Adjusted operating earnings before income taxes did not change from $204 million
primarily due to:

•higher premiums driven by growth of the Stop Loss and Voluntary blocks; and
•higher investment income primarily driven by alternative asset income.

The favorable changes were offset by:

•higher benefits incurred due to growth in business and COVID-19 impacts,
partially offset by a lower Voluntary loss ratio; and
•higher distribution expenses, commissions and amortization of intangibles
driven by business growth.


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Corporate

The following table presents Adjusted operating earnings before income taxes of
Corporate for the periods indicated:

                                                                           Year Ended December 31,
($ in millions)                                                           2021                  2020
Adjusted operating revenues:
Net investment income and net gains (losses)                         $      

4 $ 16


Other revenue                                                                  96                    5
Total adjusted operating revenues                                             100                   21
Operating benefits and expenses:
Interest credited and other benefits to contract
owners/policyholders                                                            -                   18
Operating expenses(1)                                                         160                  142

Interest Expense(2)                                                           201                  210
Total operating benefits and expenses                                         361                  369
Adjusted operating earnings before income taxes                      $      

(261) $ (349)



(1) Includes expenses from corporate activities, and expenses not allocated to
our segments. Years ended December 31, 2021 and 2020 primarily include stranded
costs related to the divested businesses and amortization of intangibles.
(2) Includes dividend payments made to preferred shareholders.
Corporate - Year Ended December 31, 2021 Compared to Year Ended December 31,
2020

Adjusted operating earnings before income taxes improved $88 million from a loss
of $349 million to a loss of $261 million primarily due to:


•revenue resulting from transition services agreements associated with the
Individual Life Transaction;
•lower stranded costs in the current period related to the Individual Life
Transaction due to increased benefits from cost savings initiatives;
•lower amortization associated with intangibles that became fully amortized in
the third quarter of 2020; and
•lower interest expense driven by current year debt extinguishments.

The improvement was partially offset by:

•higher incentive compensation expense in the current period driven by an
increase in Adjusted operating earnings before income taxes.

Alternative Investment Income


Investment income on certain alternative investments can be volatile due to
changes in market conditions. The following table presents the amount of
investment income (loss) on certain alternative investments that is included in
segment Adjusted operating earnings before income taxes and the average level of
assets in each segment, prior to intercompany eliminations, which excludes
alternative investments and income that are a component of Assets held for sale,
Income (loss) related to businesses exited or to be exited through reinsurance
or divestment and Income (loss) from discontinued operations, net of tax,
respectively, and alternative investments and income in Corporate. These
alternative investments are carried at fair value, which is estimated based on
the net asset value ("NAV") of these funds.

While investment income on these assets can be volatile, based on current plans,
we expect to earn 9.0% on these assets over the long-term.


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The following table presents the investment income for the years ended
December 31, 2021 and 2020, respectively, and the average assets of alternative
investments as of the dates indicated:

                                          Year Ended December 31,
($ in millions)                               2021                 2020
Wealth Solutions:
Alternative investment income     $         511                   $ 107
Average alternative investments           1,360                     878
Investment Management:
Alternative investment income               104                      15
Average alternative investments             309                     237
Health Solutions:
Alternative investment income                50                      13
Average alternative investments             134                      99



DAC/VOBA and Other Intangibles Unlocking
Changes in Adjusted operating earnings before income taxes and Net income (loss)
are influenced by increases and decreases in amortization of DAC, VOBA, deferred
sales inducements ("DSI"), and unearned revenue ("URR"), collectively, "DAC/VOBA
and other intangibles". Unlocking, described below, related to DAC, VOBA, DSI
and URR, as well as amortization of net cost of reinsurance, are referred to as
"DAC/VOBA and other intangibles unlocking."

We amortize DAC/VOBA and other intangibles related to fixed and variable
deferred annuity contracts over the estimated lives of the contracts in relation
to the emergence of estimated gross profits. Assumptions as to mortality,
persistency, interest crediting rates, returns associated with separate account
performance, impact of hedge performance, expenses to administer the business
and certain economic variables, such as inflation, are based on our experience
and our overall short-term and long-term future expectations for returns
available in the capital markets. At each valuation date, estimated gross
profits are updated with actual gross profits and the assumptions underlying
future estimated gross profits are evaluated for continued reasonableness.
Adjustments to estimated gross profits require that amortization rates be
revised retroactively to the date of the contract issuance, which is referred to
as unlocking. As a result of this process, the cumulative balances of DAC/VOBA
and other intangibles are adjusted with an offsetting benefit or charge to
income to reflect changes in the period of the revision. An unlocking event that
results in a benefit to income ("favorable unlocking") generally occurs as a
result of actual experience or future expectations being favorable compared to
previous estimates. Changes in DAC/VOBA and other intangibles due to contract
changes or contract terminations higher than estimated are also included in
"unlocking." At each valuation date, we evaluate these assumptions and, if
actual experience or other evidence suggests that earlier assumptions should be
revised, we adjust the reserve balance, with a related charge or credit to
Policyholder benefits. These reserve adjustments are included in unlocking
associated with all our segments. An unlocking event that results in a charge to
income ("unfavorable unlocking") generally occurs as a result of actual
experience or future expectations being unfavorable compared to previous
estimates. As a result of unlocking, the amortization schedules for future
periods are also adjusted.

The DAC/VOBA and other intangibles unlocking in the table below includes the net
impact of the annual review of the assumptions. During the third quarter of 2021
and 2020, we completed our annual review of the assumptions, including
projection model inputs, in each of our segments (except for Investment
Management, for which assumption reviews are not relevant). As a result of this
review, we have made a number of changes to our assumptions resulting in a net
favorable impact of $10 million to Adjusted operating earnings before income
taxes in 2021 and a net unfavorable impact of $175 million to Adjusted operating
earnings before income taxes in 2020. The favorable unlocking in third quarter
2021 was driven principally by changes in our asset return assumptions. The
unfavorable unlocking in third quarter 2020 was driven principally by reductions
in the long-term interest rates of 175 basis points and long-term equity rate of
return of 100 basis points in our Wealth Solutions business.

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The following table presents the amount of DAC/VOBA and other intangibles
unlocking included in Adjusted operating earnings before income taxes for the
periods indicated:
                                                          Year Ended December 31,
($ in millions)                                              2021                 2020
Wealth Solutions                                   $       29                   $ (149)
Total DAC/VOBA and other intangibles unlocking     $       29               

$ (149)




We also review the estimated gross profits for each of our blocks of business to
determine recoverability of DAC/VOBA and other intangibles each period. If these
assets are deemed to be unrecoverable, a write-down is recorded that is referred
to as loss
recognition. During the third quarter of 2021, our reviews did not result in
material loss recognition or premium deficiency reserve that impacted Adjusted
operating earnings before income taxes. During the third quarter of 2020, our
reviews resulted in loss recognition, related to the reductions in long-term
interest rates and equity rate of return, of $68 million, $10 million of which
was reflected in Adjusted operating earnings before income taxes and included in
the table above. The remaining $58 million was excluded from Adjusted operating
earnings before income taxes and reflected in Income (loss) from businesses
exited or to be exited through reinsurance. See Critical Accounting Judgments
and Estimates in Part II, Item 7. of this Annual Report on Form 10-K for more
information.

Liquidity and Capital Resources


Liquidity refers to our ability to access sufficient sources of cash to meet the
requirements of our operating, investing and financing activities. Capital
refers to our long-term financial resources available to support business
operations and future growth. Our ability to generate and maintain sufficient
liquidity and capital depends on the profitability of the businesses, timing of
cash flows on investments and products, general economic conditions and access
to the capital markets and the other sources of liquidity and capital described
herein.

The following discussion presents a review of our sources and uses of liquidity
and capital. This discussion should be read in its entirety and in conjunction
with the Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
table contained in Management's Discussion and Analysis of Financial Condition
and Results of Operations in Part II, Item 7. of this Annual Report on Form
10-K.

Consolidated Sources and Uses of Liquidity and Capital


Our principal available sources of liquidity are product charges, investment
income, proceeds from the maturity and sale of investments, proceeds from debt
issuance and borrowing facilities, equity securities issuance, repurchase
agreements, contract deposits and securities lending. Primary uses of these
funds are payments of policyholder benefits, commissions and operating expenses,
interest credits, share repurchases, investment purchases and contract
maturities, withdrawals and surrenders.

Parent Company Sources and Uses of Liquidity


Voya Financial, Inc. is largely dependent on cash flows from its operating
subsidiaries to meet its obligations. The principal sources of funds available
to Voya Financial, Inc. include dividends and returns of capital from its
operating subsidiaries, as well as cash and short-term investments, and proceeds
from debt issuances, borrowing facilities and equity securities issuances.
These sources of funds include the $500 million revolving credit sublimit of our
Third Amended and Restated Credit Agreement and reciprocal borrowing facilities
maintained with Voya Financial, Inc.'s subsidiaries as well as alternate sources
of liquidity described below.

Business divestitures have also provided an important source of liquidity in
recent periods, including through a significant increase in excess capital
levels as a result of the completion of the Individual Life transaction in
January 2021. We estimate that our excess capital (which we define as the amount
of capital and surplus in our insurance subsidiaries above our 375% RBC target,
plus the amount of holding company liquidity above our $200 million target) as
of December 31, 2021 was approximately $1.5 billion.
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Voya Financial, Inc.'s
primary sources and uses of cash for the periods
indicated are presented in the following table:

                                                                    Year Ended December 31,
($ in millions)                                          2021                 2020                 2019

Beginning cash and cash equivalents balance $ 212 $

      212          $       209
Sources:

Proceeds from loans from subsidiaries, net of
repayments(2)                                                12                  585                   65

Dividends and returns of capital from subsidiaries        1,633                  294                1,064

Proceeds from Resolution Sale                               672                    -                    -

Proceeds from issuance of preferred stock, net                -                    -                  293
Amounts received from subsidiaries under tax
sharing agreements, net                                       -                  231                    -
Refund of income taxes, net                                   -                  112                  128
Proceeds from sale of equity securities, net                  -                    -                  121
DCSP Hedge Collateral Movements                              10                    -                    -
Sale of Interest in Wholly Owned Subsidiary                  80                    -                    -
Asset maturities and investment income, net                 215                    -                    -
Other, net                                                    -                    -                   15
Total sources                                             2,622                1,222                1,686
Uses:

Repurchase of Senior Notes                                  453                    -                   97
Premium paid and other fees related to debt
extinguishment                                               28                    -                    9
Payment of interest expense                                 130                  132                  136
Capital provided to subsidiaries (1)                         49                  441                    3
Repayments of loans from subsidiaries, net of new
issuances                                                   523                    -                    -

New issuances of loans to subsidiaries, net of
repayments(2)                                                 -                    -                   85
Amounts paid to subsidiaries under tax sharing
arrangements, net                                           141                    -                  123

Common stock acquired - Share repurchase                  1,113                  516                1,136
Share-based compensation                                     44                   17                   22
Dividends paid on preferred stock                            36                   36                   28
Dividends paid on common stock                               80                   76                   44

Other, net                                                   35                    4                    -
Total uses                                                2,632                1,222                1,683
Net increase (decrease) in cash and cash
equivalents                                                 (10)                   -                    3
Ending cash and cash equivalents balance            $       202          $  

212 $ 212

(1) Reflects a capital contribution to SLDI of $315 million during 2020.
(2) Reflects netting of intercompany receivable from subsidiaries of $45 million
in 2021 and $17 million in 2020.

Share Repurchase Program and Dividends to Shareholders


See the Shareholders' Equity Note in Part II, Item 8. of this Annual Report on
Form 10-K for information relating to authorizations by the Board of Directors
to repurchase our shares and amounts of common stock repurchased pursuant to
such authorizations for the years ended December 31, 2021, 2020 and 2019. As of
December 31, 2021, we were authorized to repurchase shares up to an aggregate
purchase price of $521 million.



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The following table provides a summary of common dividends and repurchases of
common shares for the periods indicated:
($ in millions)                                   Year Ended December 31,
                                                2021           2020        

2019

Dividends paid on common shares           $       80          $  76      $  

44

Repurchases of common shares (at cost)         1,143            526        1,096
Total                                     $    1,223          $ 602      $ 1,140


Subsequent to December 31, 2021, the Company repurchased 2,050,270 shares
through a 10b5-1 plan for an aggregate purchase price of $145 million.

Liquidity


We manage liquidity through access to substantial investment portfolios as well
as a variety of other sources of liquidity including committed credit
facilities, securities lending and repurchase agreements. Our asset-liability
management ("ALM") process takes into account the expected maturity of
investments and expected benefit payments as well as the specific nature and
risk profile of the liabilities. As part of our liquidity management process, we
model different scenarios to determine whether existing assets are adequate to
meet projected cash flows.

Capitalization

The primary components of our capital structure consist of debt and equity
securities. Our capital position is supported by cash flows within our operating
subsidiaries, the availability of borrowed funds under liquidity facilities, and
any additional capital we raise to invest in the growth of the business and for
general corporate purposes. We manage our capital position based on a variety of
factors including, but not limited to, our financial strength, the credit rating
of Voya Financial, Inc. and of its insurance company subsidiaries and general
macroeconomic conditions.

Non-controlling interest in limited partnerships, a component of Shareholders'
Equity on our Consolidated Balance Sheets, increased as a result of favorable
market appreciation in limited partnership investments, net of contributions and
distributions. See the Consolidated and Nonconsolidated Investment Entities Note
to our Consolidated Financial Statements in Part II, Item 8. of this Annual
Report on Form 10-K for additional details over changes in non-controlling
interest during the year and impacting capitalization.

As of December 31, 2021, we had $1 million of short-term debt borrowings
outstanding consisting entirely of the current portion of long-term debt. The
following table summarizes our borrowing activities for the year ended
December 31, 2021:
                                        Beginning                                Maturities and
($ in millions)                          Balance              Issuance             Repayment             Other Changes          Ending Balance

Total long-term debt                  $     3,044          $         -          $        (453)         $            4          $        2,595



As of December 31, 2020, we had $1 million of short-term debt borrowings
outstanding consisting entirely of the current portion of long-term debt. The
following table summarizes our borrowing activities for the year ended
December 31, 2020:
                                        Beginning                                 Maturities and
($ in millions)                          Balance              Issuance               Repayment              Other Changes          Ending Balance

Total long-term debt                  $     3,042          $         -          $              -          $            2          $        3,044


As of December 31, 2021, we were in compliance with our debt covenants.


See the Financing Agreements and Shareholders' Equity Notes in Part II, Item 8.
of this Annual Report on Form 10-K for additional details over changes in debt
and equity during the year and impacting capitalization.
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Financial Leverage Ratio

The Financial Leverage Ratio is a measure that we use to monitor the level of
our debt relative to our total capitalization. It is influenced by changes in
the amount of our Financial obligations (numerator) and changes in our Adjusted
capitalization (denominator) which includes Total shareholders' equity. The
following table presents the financial leverage ratio for the periods indicated:

                                                       As of December 31,
($ in millions)                                       2021           2020
Financial Debt
Total financial debt                               $  2,596       $  3,045
Other financial obligations(1)                          300            485
Total financial obligations                           2,896          3,530

Equity(7)

Preferred equity(2)                                     612            612
Common equity, excluding AOCI                         5,541          4,600
Total shareholders' equity, excluding AOCI            6,153          5,212
AOCI                                                  2,100          4,898
Total Voya Financial, Inc. shareholders' equity       8,253         10,110
Noncontrolling interest                               1,568          1,068
Total shareholders' equity                         $  9,821       $ 11,178

Capital(7)
Capitalization(3)                                  $ 10,849       $ 13,155
Adjusted capitalization(4)                         $ 12,717       $ 14,708

Debt-to-Capital(7)
Debt-to-Capital Ratio(5)                               23.9  %        23.1  %
Financial Leverage Ratio(6)                            27.6  %        28.2  %


(1) Includes operating leases, financing leases, and unfunded pension plan
after-tax.
(2) Includes preferred stock par value and additional paid-in-capital.
(3) Includes Total financial debt and Total Voya Financial, Inc. shareholders'
equity.
(4) Includes Total financial obligations and Total shareholders' equity.
(5) Total financial debt divided by Capitalization.
(6) Total financial obligations and Preferred equity divided by Adjusted
capitalization.
(7) 2021 results include impacts related to the close of the Individual Life
Transaction for both the sold entities and the businesses that were ceded:
Common equity, excluding AOCI, includes the investment gains, net of related
intangible amortization and charges, due to the transfer of assets to the
comfort trust; AOCI includes the reduction in unrealized gains and related
intangible amortization and charges related to transfer of assets to the comfort
trust as well as the release of the AOCI related to the sold entities.

Our Financial Leverage Ratio decreased 60 basis points from 28.2% at
December 31, 2020 to 27.6% at December 31, 2021. This decrease was primarily
driven by debt extinguishment, partially offset by a decrease in Adjusted
capitalization. The decrease in Adjusted capitalization was primarily due to
repurchases of common stock and a reduction in Accumulated other comprehensive
income related to the Life Insurance Transaction and the effect of higher
interest rates, partially offset by increases in Net income available to common
shareholders and in Noncontrolling interest. For further details about the
change in Noncontrolling interest, refer to the Consolidated and Nonconsolidated
Investment Entities Note in Part II, Item 8. of this Annual Report on Form 10-K.


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Preferred Stock

Our ability to declare or pay dividends on, or purchase, redeem or otherwise
acquire, shares of our common stock will be substantially restricted in the
event that we do not declare and pay (or set aside) dividends on the Series A
and Series B preferred stock for the last preceding dividend period.

During the year ended December 31, 2021, we declared and paid dividends of $20
million and $16 million on the Series A and Series B preferred stock,
respectively. During the year ended December 31, 2020, we declared and paid
dividends of $20 million and $16 million on the Series A and Series B preferred
stock, respectively. During the year ended December 31, 2019, we declared and
paid dividends of $20 million and $8 million on the Series A and Series B
preferred stock, respectively. As of December 31, 2021, there were no preferred
stock dividends in arrears. See the Shareholders' Equity Note in Part II, Item
8. of this Annual Report on Form 10-K for further information on preferred stock
issuances.

Senior Unsecured Credit Facility

See the Financing Agreements Note in Part II, Item 8. of this Annual Report on
Form 10-K for information on the senior unsecured credit facility.

Other Credit Facilities


We have historically used credit facilities to provide collateral for affiliated
reinsurance transactions with captive insurance subsidiaries. These
arrangements, which facilitated the financing of statutory reserve requirements,
primarily related to our divested businesses.

See the Financing Agreements Note in Part II, Item 8. of this Annual Report on
Form 10-K for information on other credit facilities.

Voya Financial, Inc. Credit Support of Subsidiaries


Voya Financial, Inc. provides guarantees to certain of our subsidiaries to
support various business requirements:
•Voya Financial, Inc. guarantees the obligations of Voya Holdings under the $13
million principal amount Equitable Notes maturing in 2027, and provides a
back-to-back guarantee to ING Group in respect of its guarantee of $358 million
combined principal amount of Aetna Notes.
•Voya Financial, Inc. and Voya Holdings provide a guarantee of payment of
obligations to certain subsidiaries under certain surplus notes held by those
subsidiaries.

We did not recognize any asset or liability as of December 31, 2021 in relation
to intercompany indemnifications, guarantees or support agreements. As of
December 31, 2021, no guarantees existed in which we were required to currently
perform under these arrangements.

Securities Pledged

We engage in securities lending whereby certain securities from our portfolio
are loaned to other institutions for short periods of time.

See Business, Basis of Presentation and Significant Accounting Policies and
Investments (excluding Consolidated Investment Entities) Note in Part II, Item
8. of this Annual report on 10-K for further information on our securities
lending program.

Repurchase Agreements

We enter into reverse repurchase agreements and engage in dollar repurchase
agreements with mortgage-backed securities ("dollar rolls") and repurchase
agreements with other collateral types to increase our return on investments and
improve liquidity.

See Business, Basis of Presentation and Significant Accounting Policies and
Investments (excluding Consolidated Investment Entities) Note in Part II, Item
8. of this Annual report on 10-K for further information on repurchase
agreements.


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FHLB

We are currently a member of the FHLB of Boston and the FHLB of Des Moines and
may engage in transactions with FHLB for investment income enhancement and/or
liquidity purposes. We are required to maintain a collateral deposit to back any
funding agreements issued by the FHLB. We have the ability to obtain funding
from the FHLBs, in the form of non-putable funding agreements, based on a
percentage of the value of our assets and subject to the availability of
eligible collateral. The types of securities generally pledged include mortgage
securities, commercial real estate and U.S. treasury securities. Our borrowing
capacity is also limited by the lending value of our assets eligible to be
pledged to the FHLB. As of December 31, 2021 and 2020, our available collateral
lending value was approximately $2.4 billion for VRIAC and RLI.

We had $1,461 million and $795 million in FHLB funding agreements as of
December 31, 2021 and 2020, which are included in Contract owner account
balances on the Consolidated Balance Sheets. As of December 31, 2021 and 2020,
we had assets with a market value of approximately $1,881 million and $1,386
million, respectively, which collateralized the FHLB funding agreements.

Borrowings from Subsidiaries


We maintain revolving reciprocal loan agreements with a number of our life and
non-life insurance subsidiaries that are used to fund short-term cash
requirements that arise in the ordinary course of business. Under these
agreements, either party may borrow up to the maximum allowable under the
agreement for a term not more than 270 days. For life insurance subsidiaries,
the amounts that either party may borrow under the agreement vary and are
between 2% and 5% of the insurance subsidiary's statutory net admitted assets
(excluding separate accounts) as of the previous year end depending on the state
of domicile. As of December 31, 2021, the aggregate amount that may be borrowed
or lent under agreements with life insurance subsidiaries was $1.5 billion. For
non-life insurance subsidiaries, the maximum allowable under the agreement is
based on the assets of the subsidiaries and their particular cash requirements.
As of December 31, 2021, Voya Financial, Inc. had $130 million in outstanding
borrowings from subsidiaries and had loaned $123 million to its subsidiaries.

Collateral - Derivative Contracts


As of December 31, 2021, we held $17 million and $71 million of net cash
collateral related to OTC derivative contracts and cleared derivative contracts,
respectively. As of December 31, 2020, we held $5 million and $140 million of
net cash collateral related to OTC derivative contracts and cleared derivative
contracts, respectively. In addition, as of December 31, 2021, we delivered $124
million of securities and held two securities as collateral. As of December 31,
2020, we delivered $170 million of securities and held no securities as
collateral. See the Derivatives Note in Part II, Item 8. Of this Annual report
on 10-K for information on collateral for derivatives.

Ratings


Our access to funding and our related cost of borrowing, collateral requirements
for derivative instruments and the attractiveness of certain of our products to
customers are affected by our credit ratings and insurance financial strength
ratings, which are periodically reviewed by the rating agencies. Financial
strength ratings and credit ratings are important factors affecting public
confidence in an insurer and its competitive position in marketing products.
Credit ratings are also important to our ability to raise capital through the
issuance of debt and for the cost of such financing.

A downgrade in our credit ratings or the credit or financial strength ratings of
our rated subsidiaries could have a material adverse effect on our results of
operations and financial condition. See Risk Factors- A downgrade or a potential
downgrade in our financial strength or credit ratings could result in a loss of
business and adversely affect our results of operations and financial condition
in Part I, Item 1A. of this Annual Report on Form 10-K.

Financial strength ratings represent the opinions of rating agencies regarding
the financial ability of an insurance company to meet its obligations under an
insurance policy. Credit ratings represent the opinions of rating agencies
regarding an entity's ability to repay its indebtedness. These ratings are not a
recommendation to buy or hold any of our securities and they may be revised or
revoked at any time at the sole discretion of the rating organization.

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The financial strength and credit ratings of Voya Financial, Inc. and its
principal subsidiaries as of the date of this Annual Report on Form 10-K are
summarized in the following table.
                                                                                           Rating Agency
                                                                                                       Moody's Investors
                                                     A.M. Best                  Fitch, Inc.              Service, Inc.            Standard & Poor's
                                                 ("A.M. Best") (1)             ("Fitch") (2)            ("Moody's") (3)              ("S&P") (4)
Long-term Issuer Credit Rating/Outlook:
Voya Financial, Inc.                                    (5)                     BBB+/stable               Baa2/stable                BBB+/Stable

Financial Strength Rating/Outlook:
Voya Retirement Insurance and Annuity                   (5)                      A/stable                  A2/stable                  A+/Stable

Company


ReliaStar Life Insurance Company                     A/stable                    A/stable                  A2/stable                  A+/Stable

ReliaStar Life Insurance Company of New              A/stable                    A/stable                  A2/stable                  A+/Stable

York



(1) A.M. Best's financial strength ratings for insurance companies range from
"A++ (superior)" to "s (suspended)." Long-term credit ratings range from "aaa
(exceptional)" to "s (suspended)."
(2) Fitch's financial strength ratings for insurance companies range from "AAA
(exceptionally strong)" to "C (distressed)." Long-term credit ratings range from
"AAA (highest credit quality)," which denotes exceptionally strong capacity for
timely payment of financial commitments, to "D (default)."
(3) Moody's financial strength ratings for insurance companies range from "Aaa
(exceptional)" to "C (lowest)." Numeric modifiers are used to refer to the
ranking within the group with 1 being the highest and 3 being the lowest. These
modifiers are used to indicate relative strength within a category. Long-term
credit ratings range from "Aaa (highest)" to "C (default)."
(4) S&P's financial strength ratings for insurance companies range from "AAA
(extremely strong)" to "D (default)." Long-term credit ratings range from "AAA
(extremely strong)" to "D (default)."
(5) Effective April 11, 2019, A.M. Best withdrew, at the Company's request, its
financial strength ratings with respect to Voya Financial, Inc. and Voya
Retirement Insurance and Annuity Company.

Rating agencies use an "outlook" statement for both industry sectors and
individual companies. For an industry sector, a stable outlook generally implies
that over the next 12 to 18 months the rating agency expects ratings to remain
unchanged among companies in the sector. For a particular company, an outlook
generally indicates a medium- or long-term trend in credit fundamentals, which
if continued, may lead to a rating change. In June of 2021, Moody's revised its
outlook for the U.S. life insurance sector from negative to stable. In December
of 2021, A.M. Best revised its outlook on the U.S. life insurance sector from
negative to stable. Also in December 2021, Fitch revised its outlook for the
U.S. life insurance sector from negative to neutral.

Reinsurance


We reinsure our business through a diversified group of well capitalized, highly
rated reinsurers. However, we remain liable to the extent our reinsurers do not
meet their obligations under the reinsurance agreements. We monitor trends in
arbitration and any litigation outcomes with our reinsurers. Collectability of
reinsurance balances are evaluated by monitoring ratings and evaluating the
financial strength of our reinsurers. Large reinsurance recoverable balances
with offshore or other non-accredited reinsurers are secured through various
forms of collateral, including secured trusts, funds withheld accounts and
irrevocable LOCs.

The S&P financial strength rating of our reinsurers with our largest reinsurance
recoverable balances are A- rated or better. These reinsurers are (i) Resolution
Life US and its subsidiaries, (ii) Lincoln National Life Insurance Company and
Lincoln Life & Annuity Company of New York and subsidiaries of Lincoln National
Corporation ("Lincoln"), and (iii) RGA Reinsurance Company. Only those
reinsurance recoverable balances where recovery is deemed probable are
recognized as assets on our Consolidated Balance Sheets.

In connection with the Individual Life Transaction on January 4, 2021, RLI,
RLNY, and VRIAC entered into reinsurance agreements with SLD. Pursuant to these
agreements, RLI and VRIAC reinsured to SLD a 100% quota share, and RLNY
reinsured to SLD a 75% quota share, of their respective individual life
insurance and annuities businesses. RLI, RLNY, and VRIAC remain subsidiaries of
our Company.

For additional information regarding our reinsurance recoverable balances, see
Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A.
and the Reinsurance Note in our Consolidated Financial Statements in Part II,
Item 8. of this Annual Report on Form 10-K.

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Pension and Postretirement Plans

When contributing to our qualified retirement plans we will take into
consideration the minimum and maximum amounts required by ERISA, the attained
funding target percentage of the plan, the variable-rate premiums that may be
required by the Pension Benefit Guaranty Corporation ("PBGC") and any funding
relief that might be enacted by Congress. Contributions to our non-qualified
plans and other postretirement and post-employment plans are funded from general
assets of the respective sponsoring subsidiary company as benefits are paid.

For additional information on our pension and postretirement plan arrangements,
see the Employee Benefit Arrangements Note in our Consolidated Financial
Statements in Part II, Item 8. of this Annual Report on Form 10-K.

Restrictions on Dividends and Returns of Capital from Subsidiaries


Our business is conducted through operating subsidiaries. U.S. insurance laws
and regulations regulate the payment of dividends and other distributions by our
U.S. insurance subsidiaries to their respective parents. These restrictions are
based in part on the prior year's statutory income and surplus. In general,
dividends up to specified levels are considered ordinary and may be paid without
prior approval. Dividends in larger amounts, or "extraordinary" dividends, are
subject to approval by the insurance commissioner of the state of domicile of
the insurance subsidiary proposing to pay the dividend. In addition, under the
insurance laws of our principal insurance subsidiaries domiciled in Connecticut
and Minnesota (these insurance subsidiaries are referred to collectively as our
"Principal Insurance Subsidiaries"), no dividend or other distribution exceeding
an amount equal to an insurance company's earned surplus may be paid without the
domiciliary insurance regulator's prior approval.

Our Principal Insurance Subsidiary domiciled in Connecticut has ordinary
dividend capacity for 2021. However, as a result of the extraordinary dividends
it paid in 2015, 2016 and 2017, together with deferred gains on reinsurance in
connection with historical recaptures and cessions of term life insurance
business including the recent Individual Life Transaction, our Principal
Insurance Subsidiary domiciled in Minnesota currently has negative earned
surplus and cannot make ordinary dividend payments. Any extraordinary dividend
payment would be subject to domiciliary insurance regulatory approval, which can
be granted or withheld at the discretion of the regulator.

For a summary of applicable laws and regulations governing dividends, see the
Insurance Subsidiaries Dividend Restrictions section of the Insurance
Subsidiaries Note in our Consolidated Financial Statements in Part II, Item 8.
of this Annual Report on Form 10-K.

The following table summarizes dividends permitted to be paid by our Principal
Insurance Subsidiaries to Voya Financial, Inc. or Voya Holdings without the need
for insurance regulatory approval and dividends and extraordinary distributions
paid by each of our Principal Insurance Subsidiaries to its parent for the
periods indicated:
                                      Dividends Permitted without
                                               Approval                          Dividends Paid                  Extraordinary Distributions Paid
                                                                             Year Ended December 31,                  Year Ended December 31,
($ in millions)                          2022             2021                2021                2020                 2021                 2020
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity
Company ("VRIAC") (CT)                $    522          $  372          $           78             294          $       474              $     -

ReliaStar Life Insurance Company
("RLI") (MN)                                 -               -                       -               -                  358                    -


Other Subsidiaries - Dividends, Returns of Capital, and Capital Contributions


We may receive dividends from or contribute capital to our wholly owned non-life
insurance subsidiaries such as broker-dealers, investment management entities
and intermediate holding companies. For the year ended December 31, 2021,
dividends, net of capital contributions, received by Voya Financial, Inc. and
Voya Holdings from non-life subsidiaries was $606 million, of which $112 million
was a net non-cash contribution to the non-life subsidiaries. For the year ended
December 31, 2020, dividends net of capital contributions received by Voya
Financial, Inc. and Voya Holdings from non-life subsidiaries was $13 million.

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Statutory Capital
and Risk-Based Capital of Principal Insurance Subsidiaries


Each of our wholly owned Principal Insurance Subsidiaries is subjected to
minimum risk based capital ("RBC") requirements established by the insurance
departments of their applicable state of domicile. The formulas for determining
the amount of RBC specify various weighting factors that are applied to
financial balances or various levels of activity based on the perceived degree
of risk. Regulatory compliance is determined by a ratio of total adjusted
capital ("TAC"), as defined by the NAIC, to RBC requirements, as defined by the
NAIC. Each of our U.S. insurance subsidiaries exceeded the minimum RBC
requirements that would require regulatory or corrective action for all periods
presented herein. Our estimated RBC ratio on a combined basis for our Principal
Insurance Subsidiaries, with adjustments for certain intercompany transactions,
was approximately 550% as of December 31, 2021. We also established a new RBC
target of 375%, effective December 31, 2021.

Our wholly owned insurance subsidiaries are required to prepare statutory
financial statements in accordance with statutory accounting practices
prescribed or permitted by the insurance department of the state of domicile of
the respective insurance subsidiary. Statutory accounting practices primarily
differ from U.S. GAAP by charging policy acquisition costs to expense as
incurred, establishing future policy benefit liabilities using different
actuarial assumptions as well as valuing investments and certain assets and
accounting for deferred taxes on a different basis. Certain assets that are not
admitted under statutory accounting principles are charged directly to surplus.
Depending on the regulations of the insurance department of the state of
domicile, the entire amount or a portion of an asset balance can be non-admitted
depending on specific rules regarding admissibility. The most significant
non-admitted assets are typically a portion of deferred tax assets in excess of
prescribed thresholds.

For a summary of statutory capital and surplus of our Principal Insurance
Subsidiaries, see the Insurance Subsidiaries Note in our Consolidated Financial
Statements in Part II, Item 8. of this Annual Report on Form 10-K.


The following table summarizes the estimated ratio of TAC to CAL on a combined
basis primarily for our Principal Insurance Subsidiaries adjusted for an
intercompany loan of $130 million as of December 31, 2021, and pro forma for the
Individual Life Transaction and adjusted for an intercompany loan of $653
million as of December 31, 2020.
   ($ in millions)                                  ($ in millions)
              As of December 31, 2021                          As of December 31, 2020
         CAL                   TAC        Ratio           CAL                   TAC        Ratio
   $      834               $ 4,584       550  %    $      767               $ 3,823       498  %


For additional information regarding RBC, see Business-Regulation-Insurance
Regulation in Part I, Item 1. of this Annual Report on Form 10-K.


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Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

The following table presents our on- and off- balance sheet contractual
obligations due in various periods as of December 31, 2021. The payments
reflected in this table are based on our estimates and assumptions about these
obligations and consequently the actual cash outflows in future periods will
vary, possibly materially, from those presented in the table.
                                                            Less than                                                  More than
($ in millions)                            Total             1 Year             1-3 Years           3-5 Years           5 Years
Contractual Obligations:
Purchase obligations(1)                 $    993          $      948          $       45          $        -          $       -
Reserves for insurance
obligations(2)(3)                         59,389               3,950               6,818               7,276             41,345
Retirement and other plans(4)              1,701                 157                 318                 330                896
Short-term and long-term debt
obligations(5)                             5,844                 140                 444                 882              4,378
Operating leases(6)                          133                  33                  49                  25                 26
Finance leases(7)                             23                  21                   2                   -                  -
Securities lending, repurchase
agreements and collateral held(8)          1,300               1,195                   -                   -                105
Total(9)                                $ 69,383          $    6,444          $    7,676          $    8,513          $  46,750


(1) Purchase obligations consist primarily of outstanding commitments under
alternative investments that may occur any time within the terms of the
partnership and private loans. The exact timing, however, of funding these
commitments related to partnerships and private loans cannot be estimated.
Therefore, the amount of the commitments related to partnerships and private
loans is included in the category "Less than 1 Year."
(2) Reserves for insurance obligations consist of amounts required to meet our
future obligations for future policy benefits and contract owner account
balances. Amounts presented in the table represent estimated cash payments under
such contracts, including significant assumptions related to the receipt of
future premiums, mortality, morbidity, lapse, renewal, retirement, disability
and annuitization comparable with actual experience. These assumptions also
include market growth and interest crediting consistent with assumptions used in
amortizing DAC. Estimated cash payments are undiscounted for the time value of
money. Accordingly, the sum of cash flows presented of $59.4 billion
significantly exceeds the sum of Future policy benefits and Contract owner
account balances of $52.8 billion recorded on our Consolidated Balance Sheets as
of December 31, 2021. Estimated cash payments are also presented gross of
reinsurance. Due to the significance of the assumptions used, the amounts
presented could materially differ from actual results.
(3) Contractual obligations related to certain closed blocks that were divested
through reinsurance to third parties with reserves in the amount of $1.1
billion, have been excluded from the table. Although we are not relieved of
legal liability to the contract holder for these closed blocks, third-party
collateral of $1.4 billion has been provided for the payment of the related
insurance obligations. The sufficiency of collateral held for any individual
block may vary.
(4) Includes estimated benefit payments under our qualified and non-qualified
pension plans, estimated benefit payments under our other postretirement benefit
plans, and estimated payments of deferred compensation based on participant
elections and an average retirement age.
(5) The estimated payments due by period for long-term debt reflects the
contractual maturities of principal, as well as estimated future interest
payments. The payment of principal and estimated future interest for short-term
debt are reflected in estimated payments due in less than one year. See the
Financing Agreements Note in our Consolidated Financial Statements in Part II,
Item 8. of this Annual Report on Form 10-K for additional information concerning
the short-term and long-term debt obligations.
(6) Operating leases consist primarily of outstanding commitments for office
space, equipment and automobiles.
(7) Finance lease obligation is associated with a service contract.
(8) Securities loan, repurchase agreements, and collateral held represent the
liability to return collateral received from counterparties under securities
lending agreements, OTC derivative and cleared derivative contracts as well as
the obligations related to borrowings under repurchase agreements. Securities
lending agreements include provisions which permit us to call back securities
with minimal notice and accordingly, the payable is classified as having a term
of less than 1 year. Additionally, Securities lending agreements and collateral
held include off-balance sheet non-cash collateral of $117 million and $96
million, respectively.
(9) Unrecognized tax benefits are excluded from the table due to immateriality.
In addition, in 2015 we entered into a put option agreement with a Delaware
trust that gives Voya Financial, Inc. the right, at any time over a 10-year
period, to issue up to $500 million of senior notes to the trust in return for
principal and interest strips of U.S. Treasury securities that are held by the
trust. See Liquidity-Put Option Agreement for Senior Debt Issuance for more
information on this agreement.

Critical Accounting Judgments and Estimates

General


The preparation of financial statements in conformity with accounting principles
generally accepted in the United States ("U.S. GAAP") requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the Consolidated Financial Statements and the reported amounts of revenues
and expenses during the reporting period. Critical estimates and assumptions are
evaluated on an on-going basis based on historical developments, market
conditions, industry trends and other information that is reasonable under the
circumstances. There can be no assurance that actual results will conform to
estimates and assumptions and that reported results of operations will not be
materially affected by the need to make future accounting adjustments to reflect
changes in these estimates and assumptions from time to time. The inputs into
our estimates and assumptions consider the economic implications of COVID-19 on
our critical and significant accounting estimates. Those estimates are
inherently subject to change and actual
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results could differ from those estimates, and the differences may be material
to the accompanying Consolidated Financial Statements.

We have identified the following accounting judgments and estimates as critical
in that they involve a higher degree of judgment and are subject to a
significant degree of variability:


•Reserves for future policy benefits;
•DAC, VOBA and other intangibles (collectively, "DAC/VOBA and other
intangibles");
•Valuation of investments and derivatives;
•Impairments;
•Income taxes;
•Contingencies; and
•Employee benefit plans.

In developing these accounting estimates, we make subjective and complex
judgments that are inherently uncertain and subject to material changes as facts
and circumstances develop. Although variability is inherent in these estimates,
we believe the amounts provided are appropriate based on the facts available
upon preparation of the Consolidated Financial Statements.

The above critical accounting estimates are described in the Business, Basis of
Presentation and Significant Accounting Policies Note and the Discontinued
Operations Note in our Consolidated Financial Statements in Part II, Item 8. of
this Annual Report on Form 10-K.

Reserves for Future Policy Benefits


The determination of future policy benefit reserves is dependent on actuarial
assumptions. The principal assumptions used to establish liabilities for future
policy benefits are based on our experience and periodically reviewed against
industry standards. These assumptions include mortality, morbidity, policy
lapse, contract renewal, payment of subsequent premiums or deposits by the
contract owner, retirement, investment returns, inflation, benefit utilization
and expenses. The assumptions used require considerable judgments. Changes in,
or deviations from, the assumptions used can significantly affect our reserve
levels and related results of operations.

•Mortality is the incidence of death among policyholders triggering the payment
of underlying insurance coverage by the insurer. In addition, mortality also
refers to the ceasing of payments on life-contingent annuities due to the death
of the annuitant. We utilize a combination of actual and industry experience
when setting our mortality assumptions.
•A lapse rate is the percentage of in-force policies surrendered by the
policyholder or canceled by us due to non-payment of premiums.

See the Reserves for Future Policy Benefits and Contract Owner Account Balances
Note and the Guaranteed Benefit Features Note in our Consolidated Financial
Statements in Part II, Item 8. of this Annual Report on Form 10-K for further
information on our reserves for future policy benefits, contract owner account
balances and product guarantees.

Insurance and Other Reserves


Reserves for traditional life insurance contracts (term insurance, participating
and non-participating whole life insurance and traditional group life insurance)
and accident and health insurance represent the present value of future benefits
to be paid to or on behalf of contract owners and related expenses, less the
present value of future net premiums. Assumptions, which are "locked-in" at
inception of the contracts, include interest rates, mortality, expenses and
persistency and are based on our estimates of anticipated experience at the
period the policy is sold or acquired, including a provision for adverse
deviation. Interest rates used to calculate the present value of these reserves
ranged from 1.5% to 7.7%. Due to the locked-in assumptions, sensitivity
associated with these contracts do not result in significant impacts to our
results of operations.

Reserves for payout contracts with life contingencies are equal to the present
value of expected future payments. Assumptions, which are locked-in at inception
of the contracts, include interest rates, mortality and expenses, and are based
on our estimates of anticipated experience at the period the policy is sold or
acquired, including a provision for adverse deviation. Such assumptions
generally vary by annuity plan type, year of issue and policy duration. Interest
rates used to calculate the present value of future benefits ranged from 2.3% to
5.3%. Due to the locked-in assumptions, sensitivity associated with these
contracts do not result in significant impacts to our results of operations

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Although assumptions are locked-in upon the issuance of traditional life
insurance contracts, certain accident and health insurance contracts and payout
contracts with life contingencies, significant changes in experience or
assumptions may require us to provide for expected future losses on a product by
establishing premium deficiency reserves. Premium deficiency reserves are
determined based on best estimate assumptions that exist at the time the premium
deficiency reserve is established and do not include a provision for adverse
deviation. See "Deferred Policy Acquisition Costs, Value of Business Acquired
and Other Intangibles" below for premium deficiency reserves established during
2021 and 2020.

Product Guarantees and Index-crediting Features


The assumptions used to establish the liabilities for our product guarantees
require considerable judgment and are established as management's best estimate
of future outcomes. We periodically review these assumptions and, if necessary,
update them based on additional information that becomes available. Changes in,
or deviations from, the assumptions used can significantly affect our reserve
levels and related results of operations.

Stabilizer and MCG: We also issue stabilizer ("Stabilizer") contracts that
contain embedded derivatives that are measured at estimated fair value
separately from the host contracts. The managed custody guarantee product
("MCG") is a stand-alone derivative and is measured in its entirety at estimated
fair value.


The estimated fair value of the Stabilizer embedded derivative and MCG
stand-alone derivative is determined based on the present value of projected
future claims, minus the present value of future guaranteed premiums. At
inception of the contract, we project a guaranteed premium to be equal to the
present value of the projected future claims. The income associated with the
contracts is projected using actuarial and capital market assumptions, including
benefits and related contract charges, over the anticipated life of the related
contracts. The cash flow estimates are projected under multiple capital market
scenarios using observable risk-free rates and other best estimate assumptions.

The liabilities for Stabilizer embedded derivatives and the MCG stand-alone
derivative include a risk margin to capture uncertainties related to
policyholder behavior assumptions. The margin represents additional compensation
a market participant would require to assume these risks.


The discount rate used to determine the fair value of the liabilities for our
Stabilizer embedded derivatives and the MCG stand-alone derivative includes an
adjustment to reflect the risk that these obligations will not be fulfilled
("nonperformance risk"). Our nonperformance risk adjustment is based on a blend
of observable, similarly rated peer holding company credit spreads, adjusted to
reflect the credit quality of our individual insurance subsidiary that issued
the guarantee, as well as an adjustment to reflect the non-default spreads and
the priority and recovery rates of policyholder claims.

Universal and Variable Universal Life: Reserves for UL and variable universal
life ("VUL") secondary guarantees and paid-up guarantees are calculated by
estimating the expected value of death benefits payable and recognizing those
benefits ratably over the accumulation period based on total expected
assessments. The reserve for such products recognizes the portion of contract
assessments received in early years used to compensate us for benefits provided
in later years. Assumptions used, such as the interest rate, lapse rate and
mortality, are consistent with assumptions used in estimating gross profits for
purposes of amortizing DAC.

See Quantitative and Qualitative Disclosures About Market Risk in Part II, Item
7A. of this Annual Report on Form 10-K for additional information regarding
specific hedging strategies we utilize to mitigate risk for the product
guarantees, as well as sensitivities of the embedded derivative and stand-alone
derivative liabilities to changes in certain capital markets assumptions.

Deferred Policy Acquisition Costs, Value of Business Acquired and Other
Intangibles


DAC represents policy acquisition costs that have been capitalized and are
subject to amortization and interest. VOBA represents the outstanding value of
in-force business acquired and is subject to amortization and interest. DSI
represents benefits paid to contract owners for a specified period that are
incremental to the amounts we credit on similar contracts without sales
inducements and are higher than the contract's expected ongoing crediting rates
for periods after the inducement. URR relates to UL and VUL products and
represents policy charges for benefits or services to be provided in future
periods.

Collectively, we refer to DAC, VOBA, DSI and URR as "DAC/VOBA and other
intangibles".



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Assumptions and Periodic Review

Assumptions deemed critical to the DAC/VOBA and other intangibles estimates
include the long-term equity rate of return, long-term interest rate, and future
mortality. Changes in assumptions can have a significant impact on DAC/VOBA and
other intangibles balances, amortization rates, reserve levels, and results of
operations. Assumptions are management's best estimates of future outcome. We
periodically review these assumptions against actual experience and, based on
additional information that becomes available, update our assumptions. Deviation
of emerging experience from our assumptions could have a significant effect on
our DAC/VOBA and other intangibles, reserves, and the related results of
operations. During the third quarter of 2021 and 2020, we conducted our annual
review of assumptions, including projection model inputs and made a number of
changes to our assumptions which impacted the results of our segments included
in our Net income (loss).

For the third quarter of 2021, the impact of annual assumption changes on
Adjusted operating earnings before income taxes was $10 million favorable
DAC/VOBA unlocking associated with our continuing operations. This was fully
offset by $15 million unfavorable DAC/VOBA unlocking associated with our
divested businesses and excluded from Adjusted operating earnings before income
taxes for the current period. The favorable DAC/VOBA unlocking in our continuing
operations for the current period was primarily driven by changes in asset
return assumptions. DAC/VOBA unlocking is reflected in Net amortization of
DAC/VOBA in the Consolidated Statements of Operations.

During the third quarter of 2021, and as a result of the annual review of
assumptions, we recorded loss recognition of $136 million for DAC/VOBA and
established premium deficiency reserves of $225 million, both of which were
related to our divested businesses and excluded from Adjusted operating earnings
for the current period. Loss recognition related to DAC/VOBA and premium
deficiency reserves were recorded in Net amortization of DAC/VOBA and Interest
credited to contract owner account balances, respectively in the Consolidated
Statements of Operations.

During the first quarter of 2021, and as a result of the close of the Individual
Life transaction, we reviewed our blocks of business to determine recoverability
of DAC/VOBA and other intangibles. This review resulted in the write down of
DAC/VOBA and recording loss recognition of $302 million associated with DAC/VOBA
and the establishment of premium deficiency reserves of $221 million in our
divested businesses. The loss recognition and establishment of premium
deficiency reserves were recorded in the Consolidated Statements of Operations
and excluded from Adjusted operating earnings.

During the third quarter of 2020, we conducted our annual review of assumptions
and made changes which impacted our segments' results of operations, as well as
the results of discontinued operations described below. The impact of assumption
changes on our results from continuing operations was unfavorable unlocking of
$383 million, of which $165 million was included in Adjusted operating earnings
before income taxes for the current period. The impact of the annual review of
assumptions on our discontinued operations resulted in unfavorable unlocking of
$193 million which was reported in Income (loss) from discontinued operations
for the current period. Unlocking in the third quarter of 2020 was primarily
driven by changes in long term interest and equity rates.

During the third quarter of 2020, and as a result of the annual review of
assumptions, we recorded loss recognition associated with certain blocks of
reserves associated with our continuing and discontinued operations. Loss
recognition recorded in continuing operations was $171 million, of which $10
million was reflected in Adjusted operating earnings before income taxes. Loss
recognition recorded in discontinued operations was $26 million and was reported
Income (loss) from discontinued operations, net of tax.

For further information, see the DAC/VOBA and Other Intangibles Unlocking
section of the Management's Discussion and Analysis of Financial Condition and
Results of Operations in Part 2, Item 7. of this Annual Report on Form 10-K for
further information.

Sensitivity

We perform sensitivity analyses to assess the impact that certain assumptions
have on DAC/VOBA and other intangibles, as well as certain reserves. The
following table presents the estimated instantaneous net impact to income from
continuing and discontinued operations of various assumption changes on our
DAC/VOBA and other intangible balances and the impact on related reserves for
future policy benefits and reinsurance. The effects are not representative of
the aggregate impacts that could result if a combination of such changes to
equity markets, interest rates and other assumptions occurred.
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                                                                          As of December 31,
($ in millions)                                                                  2021

Decrease in long-term equity rate of return assumption by 100 basis
points

                                                                   $              (29)

A change to the long-term interest rate assumption of -50 basis points

             (34)

A change to the long-term interest rate assumption of +50 basis points

              24
An assumed increase in future mortality by 1%                                             -


Lower assumed equity rates of return, lower assumed interest rates, increased
assumed future mortality and decreased equity market values generally decrease
DAC/VOBA and other intangibles and increase future policy benefits, thus
decreasing income before income taxes. Higher assumed interest rates generally
increase DAC/VOBA and other intangibles and decrease future policy benefits,
thus increasing income before income taxes.

Valuation of Investments and Derivatives


Our investment portfolio includes certain investments recorded at fair value and
consists of public and private fixed maturity securities, commercial mortgage
and other loans, equity securities, short-term investments, other invested
assets and derivative financial instruments. We enter into interest rate, equity
market, credit default and currency contracts, including swaps, futures,
forwards, caps, floors and options, to reduce and manage various risks
associated with changes in value, yield, price, cash flow or exchange rates of
assets or liabilities held or intended to be held, or to assume or reduce credit
exposure associated with a referenced asset, index or pool. We also utilize
options and futures on equity indices to reduce and manage risks associated with
our universal-life type and annuity products.

See the Investments (excluding Consolidated Investment Entities) Note and the
Derivative Financial Instruments Note in our Consolidated Financial Statements
in Part II, Item 8. of this Annual Report on Form 10-K for further information.

Investments


We measure the fair value of our financial assets and liabilities based on
assumptions used by market participants in pricing the asset or liability, which
may include inherent risk, restrictions on the sale or use of an asset, or
nonperformance risk, including our own credit risk. The estimate of fair value
is the price that would be received to sell an asset or paid to transfer a
liability ("exit price") in an orderly transaction between market participants
in the principal market, or the most advantageous market in the absence of a
principal market, for that asset or liability. We use a number of valuation
sources to determine the fair values of our financial assets and liabilities,
including quoted market prices, third-party commercial pricing services,
third-party brokers, industry-standard, vendor-provided software that models the
value based on market observable inputs, and other internal modeling techniques
based on projected cash flows.

We categorize our financial instruments into a three-level hierarchy based on
the priority of the inputs to the valuation technique. The fair value hierarchy
gives the highest priority to quoted prices in active markets for identical
assets or liabilities (Level 1) and the lowest priority to unobservable inputs
(Level 3). If the inputs used to measure fair value fall within different levels
of the hierarchy, the category level is based on the lowest priority level input
that is significant to the fair value measurement of the instrument.

When available, the estimated fair value of securities is based on quoted prices
in active markets that are readily and regularly obtainable. When quoted prices
in active markets are not available, the determination of estimated fair value
is based on market standard valuation methodologies, including discounted cash
flows, matrix pricing or other similar techniques. Inputs to these methodologies
include, but are not limited to, market observable inputs such as benchmark
yields, credit quality, issuer spreads, bids, offers and cash flow
characteristics of the security. For privately placed bonds, we also consider
such factors as the net worth of the borrower, value of the collateral, the
capital structure of the borrower, the presence of guarantees, and the
borrower's ability to compete in its relevant market. Valuations are reviewed
and validated monthly by an internal valuation committee using price variance
reports, comparisons to internal pricing models, back testing of recent trades,
and monitoring of trading volumes, as appropriate.

The valuation of financial assets and liabilities involves considerable
judgment, is subject to considerable variability, is established using
management's best estimate, and is revised as additional information becomes
available. As such, changes in, or deviations from, the assumptions used in such
valuations can significantly affect our results of operations. Financial markets
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are subject to significant movements in valuation and liquidity, which can
impact our ability to liquidate and the selling price that can be realized for
our securities.

Derivatives

Derivatives are carried at fair value, which is determined by using observable
key financial data, such as yield curves, exchange rates, S&P 500 prices, London
Interbank Offered Rates ("LIBOR") and Overnight Index Swap Rates ("OIS") or
through values established by third-party sources, such as brokers. Valuations
for our futures contracts are based on unadjusted quoted prices from an active
exchange. Counterparty credit risk is considered and incorporated in our
valuation process through counterparty credit rating requirements and monitoring
of overall exposure. Our own credit risk is also considered and incorporated in
our valuation process.

We have certain CDS and options that are priced by third party vendors or by
using models that primarily use market observable inputs, but contain inputs
that are not observable to market participants.

We also have investments in certain fixed maturities and have issued certain
universal life-type and annuity products that contain embedded derivatives for
which fair value is at least partially determined by levels of or changes in
domestic and/or foreign interest rates (short-term or long-term), exchange
rates, prepayment rates, equity markets, or credit ratings/spreads. The fair
values of these embedded derivatives are determined using prices or valuation
techniques that require inputs that are both unobservable and significant to the
overall fair value measurement. For additional information regarding the
valuation of and significant assumptions associated with embedded derivatives
and stand-alone derivatives associated with certain universal life-type and
annuity contracts, see "Reserves for Future Policy Benefits" above.

In addition, we have entered into coinsurance with funds withheld and modified
coinsurance reinsurance arrangements that contain embedded derivatives. The fair
value of the embedded derivatives is based on the change in the fair value of
the underlying assets held in the trust using the valuation methods and
assumptions described for our investments held.

The valuation of derivatives involves considerable judgment, is subject to
considerable variability, is established using management's best estimate and is
revised as additional information becomes available. As such, changes in, or
deviations from, these assumptions used in such valuations can have a
significant effect on the results of operations.

For additional information regarding the fair value of our investments and
derivatives, see the Fair Value Measurements (excluding Consolidated Investment
Entities) Note in our Consolidated Financial Statements in Part II, Item 8. of
this Annual Report on Form 10-K. For additional information regarding the
sensitivities of interest rate risk and equity market price risk and impact on
investments and derivatives, see the Quantitative and Qualitative Disclosures
About Market Risk in Part II, Item 7A. of this Annual Report on Form 10-K.
Impairments
Fixed maturities, available-for-sale, and mortgage loans on real estate can be
subject to credit impairment, which can have a significant effect on the results
of operations. Refer to the Business, Basis of Presentation and Significant
Accounting Policies Note in our Consolidated Financial Statements in Part II,
Item 8. of this Annual Report on Form 10-K for an understanding of our
methodology and significant inputs considered within the allowance for credit
losses and impairments. For additional information regarding the evaluation
process for credit impairments, refer to the Investments (excluding Consolidated
Investment Entities) Note in our Consolidated Financial Statements in Part II,
Item 8. of this Annual Report on Form 10-K.

Income Taxes

Valuation Allowances


We use certain assumptions and estimates in determining the income taxes payable
or refundable for the current year, the deferred income tax liabilities and
assets for items recognized differently in our Consolidated Financial Statements
from amounts shown on our income tax returns and the federal income tax expense.
Determining these amounts requires analysis and interpretation of current tax
laws and regulations, including the loss limitation rules associated with change
in control. We exercise considerable judgment in evaluating the amount and
timing of recognition of the resulting income tax liabilities and assets, which
resulted in a release of a significant portion of our remaining valuation
allowance in the current year.
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For additional understanding over the Company's valuation allowance, refer to
the Business, Basis of Presentation and Significant Accounting Policies Note in
Part II, Item 8. of this Annual report on Form 10-K.

In December 2014, we entered into an Issue Resolution Agreement ("IA") with the
IRS relating to the Internal Revenue Code Section 382 calculation of the annual
limitation on the use of certain of the Company's federal tax attributes that
will apply as a consequence of the Section 382 event experienced by the Company
in March 2014. We do not expect the annual limitation to impact our ability to
utilize the losses or credits.

For further information on our income taxes, including information on the
valuation allowance release, see the Income Taxes Note to our Consolidated
Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

Tax Contingencies


We recognize the tax benefit from an uncertain tax position only if it is more
likely than not to be sustained under examination by the applicable taxing
authority. We also consider positions that have been reviewed and agreed to as
part of an examination by the applicable taxing authority. For items that meet
the more-likely-than-not recognition threshold, we measure the tax position as
the largest amount of benefit that is more than 50% likely to be realized upon
ultimate resolution with the applicable tax authority that has full knowledge of
all relevant information. Tax positions that do not meet the
more-likely-than-not standard are not recognized.

Changes in Law

Certain changes or future events, such as changes in tax legislation, geographic
mix of earnings, completion of tax audits, planning opportunities and
expectations about future outcomes could have an impact on our estimates of
deferred taxes, valuation allowances, tax provisions and effective tax rates.

Contingencies

For information regarding our contingencies, see the Commitments and
Contingencies Note in our Consolidated Financial Statements in Part II, Item 8.
of this Annual Report on Form 10-K.

Employee Benefits Plans


We sponsor defined benefit pension and other postretirement benefit plans
covering eligible employees, sales representatives and other individuals. For
accounting policies related to our employee benefit plans, see the Business,
Basis of Presentation and Significant Accounting Policies Note in our
Consolidated Financial Statements in Part II, Item 8. of this Annual Report on
Form 10-K.

The table below summarizes the components of the net actuarial (gains) losses
related to pension obligations recognized within Operating expenses in our
Consolidated Statements of Operations for the periods indicated:

           (Gain)/Loss Recognized ($ in millions)         2021       2020       2019
           Discount Rate                                $ (102)     $ 208      $ 292
           Asset Returns                                    48       (190)      (263)
           Mortality Table Assumptions                       7        (21)       (22)
           Demographic Data and other                       15          1        (11)
           Total Net Actuarial (Gain)/Loss Recognized   $  (32)     $  (2)     $  (4)



For the year ended December 31, 2021, we increased our pension plans discount
rate by 0.33% resulting in a decrease in our benefit obligations and a
corresponding actuarial gain of $102 million. This increase in the discount rate
was driven by increase in the 30-year Treasury and corporate AA yields. For the
year ended December 31, 2020, we decreased our pension plans discount rate by
0.69% resulting in an increase in our benefit obligations and a corresponding
actuarial loss of $208 million. This decrease in the discount rate was driven by
decrease in the 30-year Treasury and corporate AA yields. For the year ended
December 31, 2019, we decreased our pension plans discount rate by 1.1%,
resulting in an increase in our benefit obligations and a corresponding
actuarial loss of $292 million. This decrease in the discount rate was driven by
decrease in the 30-year Treasury and corporate AA yields.
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Our expected long-term rate of return on our Voya Retirement Plan (the
"Retirement Plan") assets was 5.60% and 6.25% for 2021 and 2020, respectively.
Our expected return on plan assets is calculated using 30-year forward looking
assumptions based on the long-term target asset allocation. In 2021, the actual
return on our Retirement Plan assets was approximately 4.14%, resulting in an
actuarial loss of $48 million. In 2020, the actual return on our Retirement Plan
assets was approximately 15.6%, resulting in an actuarial gain of $190 million.
In 2019, the actual return on our Retirement Plan assets was approximately
24.4%, resulting in an actuarial gain of $263 million.

In October 2021, the Society of Actuaries ("SOA") released and we adopted new
mortality improvement projection scales (MP-2021) that projected a higher rate
of mortality improvement than what was issued in 2020. These mortality
assumption changes increased our total benefit liability by less than 1% in 2021
and contributed $7 million to the net actuarial gain for the year ended December
31, 2021. Changes in mortality assumptions in 2020 and 2019 contributed $(21)
million and $(22) million, respectively, to the net actuarial (gain)/loss in
those periods.

The Retirement Plan is a tax qualified defined benefit plan, the benefits of
which are guaranteed (within certain specified legal limits) by the Pension
Benefit Guaranty Corporation ("PBGC"). Beginning January 1, 2012, the Retirement
Plan adopted a cash balance pension formula instead of a final average pay
("FAP") formula, allowing all eligible employees to participate in the
Retirement Plan. Participants earn an annual credit equal to 4% of eligible
compensation. Interest is credited monthly based on a 30-year U.S. Treasury
securities bond rate published by the IRS in the preceding August of each year.
The accrued vested cash pension balance benefit is portable; participants can
take it if they leave us.

Sensitivity

The discount rate and expected rate of return assumptions relating to our
defined benefit pension plans have historically had the most significant effect
on our net periodic benefit costs and the projected and accumulated projected
benefit obligations associated with these plans.

The discount rates are based on current market information provided by plan
actuaries. The discount rate modeling process involves selecting a portfolio of
high quality, non-callable bonds that will match the cash flows of the defined
benefit pension plans. The weighted average discount rate in 2021 for the net
periodic benefit cost was 2.67% for defined benefit pension plans. The discount
rate as of December 31, 2021 for the benefit obligation of our pension plans was
3.00%.

As of December 31, 2021, the sensitivities of the effect of a change in the
discount rate are as presented below. This represents the estimate of actuarial
gains (losses) that would be recognized immediately through Operating expenses
in our Consolidated Statements of Operations:

                                                 Increase (Decrease) in
                                                  Net Periodic Benefit
($ in millions)                                    Cost-Pension Plans
Increase in discount rate by 100 basis points   $                  (267)
Decrease in discount rate by 100 basis points                       330


                                                   Increase (Decrease) in
($ in millions)                                  Pension Benefit Obligation
Increase in discount rate by 100 basis points   $                      

(267)

Decrease in discount rate by 100 basis points                           330


The discount rate to be used to determine interest cost for 2022 is 3.00%. The
estimated impact of this change as well as actuarial gain on discount rate
experienced during 2021 is expected to increase our net periodic pension cost by
approximately $5 million.

The expected rate of return considers the asset allocation, historical returns
on the types of assets held and current economic environment. Based on these
factors, we expect that the assets will earn an average percentage per year over
the long term. This estimation is based on an active return on a compound basis,
with a reduction for administrative expenses and manager fees paid to
non-affiliated companies from the assets. For estimation purposes, we assume the
long-term asset mix will be consistent with the current mix. Changes in the
asset mix could impact the amount of recorded pension income or expense, the
funded status of the Retirement Plan and the need for future cash contributions.

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The expected rate of return for 2021 was 5.60%, net of expenses, for the
Retirement Plan. The expected rate of return assumption is only applicable to
the Retirement Plan as assets are not held by any of the other pension and other
postretirement plans.

As of December 31, 2021, the effect of a change in the actual rate of return on
the net periodic benefit cost is presented in the table below. This represents
the estimate of actuarial gains (losses) that would be recognized immediately
through Operating expenses in our Consolidated Statements of Operations:
                                                                  Increase (Decrease) in
                                                                   Net Periodic Benefit
($ in millions)                                                     Cost-Pension Plans
Increase in actual rate of return by 100 basis points         $                        (22)
Decrease in actual rate of return by 100 basis points                                   22



The expected rate of return for 2022 is 4.85%, net of expenses, for the
Retirement Plan, reflecting a change in asset allocation from equity securities
to fixed maturities. The estimated impact of this change as well as the
actuarial loss experienced on plan assets in 2021 is expected to increase our
net periodic benefit cost by approximately $17 million.

In addition to the expected increases in net periodic benefit cost described
above, $2 million of expected increase relates to other components of net
periodic pension cost, such as service cost, that are not influenced by the
discount rate or expected return on plan assets assumptions.


For more information related to our employee benefit plans, see the Employee
Benefit Arrangements Note in our Consolidated Financial Statements in Part II,
Item 8. of this Annual Report on Form 10-K.

Impact of New Accounting Pronouncements


For information regarding the impact of new accounting pronouncements, see the
Business, Basis of Presentation and Significant Accounting Policies Note in our
Consolidated Financial Statements in Part II, Item 8. of this Annual Report on
Form 10-K.

INVESTMENTS (excluding Consolidated Investment Entities)

Investments for our general account are managed by our wholly owned asset
manager, Voya Investment Management LLC, pursuant to investment advisory
agreements with affiliates. In addition, our internal treasury group manages our
holding company liquidity investments, primarily money market funds.

Investment Strategy


Our investment strategy seeks to achieve sustainable risk-adjusted returns by
focusing on principal preservation, disciplined matching of asset
characteristics with liability requirements and the diversification of risks.
Investment activities are undertaken according to investment policy statements
that contain internally established guidelines and risk tolerances and are
required to comply with applicable laws and insurance regulations. Risk
tolerances are established for credit risk, credit spread risk, market risk,
liquidity risk and concentration risk across issuers, sectors and asset types
that seek to mitigate the impact of cash flow variability arising from these
risks.

Segmented portfolios are established for groups of products with similar
liability characteristics. Our investment portfolio consists largely of high
quality fixed maturities and short-term investments, investments in commercial
mortgage loans, alternative investments and other instruments, including a small
amount of equity holdings. Fixed maturities include publicly issued corporate
bonds, government bonds, privately placed notes and bonds, bonds issued by
states and municipalities, ABS, traditional MBS and various CMO tranches managed
in combination with financial derivatives as part of a proprietary strategy
known as CMO-B.

We use derivatives for hedging purposes to reduce our exposure to the cash flow
variability of assets and liabilities, interest rate risk, credit risk and
market risk. In addition, we use credit derivatives to replicate exposure to
individual securities or pools of securities as a means of achieving credit
exposure similar to bonds of the underlying issuer(s) more efficiently.

See the Investments (excluding Consolidated Investment Entities) Note in our
Consolidated Financial Statements in Part II, Item 8. of this Annual Report on
Form 10-K for more information on investments.
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Portfolio Composition


The following table presents the investment portfolio as of the dates indicated:
                                                               December 31, 2021                                     December 31, 2020
                                                     Carrying                                              Carrying
($ in millions)                                        Value                   % of Total                    Value                   % of Total
Fixed maturities, available-for-sale, excluding
securities pledged                              $         33,699                        73.9  %       $         43,569                        76.6  %
Fixed maturities, at fair value option                     2,354                         5.2  %                  3,011                         5.3  %

Equity securities, at fair value                             240                         0.5  %                    242                         0.4  %
Short-term investments(1)                                     97                         0.2  %                    111                         0.2  %
Mortgage loans on real estate                              5,612                        12.3  %                  6,741                        11.9  %
Policy loans                                                 392                         0.9  %                    718                         1.3  %
Limited partnerships/corporations                          1,739                         3.8  %                  1,476                         2.5  %
Derivatives                                                  171                         0.4  %                    215                         0.4  %
Other investments                                             79                         0.2  %                    319                         0.6  %
Securities pledged                                         1,198                         2.6  %                    449                         0.8  %
Total investments                               $         45,581                       100.0  %       $         56,851                       100.0  %

(1) Short-term investments include investments with remaining maturities of one
year or less, but greater than three months, at the time of purchase.

Fixed Maturities

The following tables present total fixed maturities, including securities
pledged, by market sector, as of the dates indicated:

                                                                                December 31, 2021
($ in millions)                            Amortized Cost              % of Total               Fair Value              % of Total
Fixed maturities:
U.S. Treasuries                          $           764                         2.2  %       $     1,003                         2.7  %
U.S. Government agencies and authorities              69                         0.2  %                81                         0.2  %
State, municipalities and political
subdivisions                                       1,000                         2.9  %             1,111                         3.0  %
U.S. corporate public securities                  10,402                        30.5  %            11,941                        32.1  %
U.S. corporate private securities                  4,889                        14.3  %             5,325                        14.3  %
Foreign corporate public securities and
foreign governments(1)                             3,373                         9.9  %             3,723                        10.0  %
Foreign corporate private securities(1)            3,320                         9.7  %             3,501                         9.4  %
Residential mortgage-backed securities             4,183                        12.3  %             4,302                        11.5  %
Commercial mortgage-backed securities              4,032                        11.8  %             4,183                        11.2  %
Other asset-backed securities                      2,069                         6.2  %             2,081                         5.6  %
Total fixed maturities, including
securities pledged                       $        34,101                       100.0  %       $    37,251                       100.0  %


(1) Primarily U.S. dollar denominated.

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                                                                                December 31, 2020
($ in millions)                            Amortized Cost              % of Total               Fair Value              % of Total
Fixed maturities:
U.S. Treasuries                          $         1,033                         2.5  %       $     1,471                         3.1  %
U.S. Government agencies and authorities              74                         0.2  %               102                         0.2  %
State, municipalities and political
subdivisions                                       1,166                         2.9  %             1,346                         2.9  %
U.S. corporate public securities                  13,366                        32.7  %            16,387                        34.9  %
U.S. corporate private securities                  5,653                        13.8  %             6,446                        13.7  %
Foreign corporate public securities and
foreign governments(1)                             4,023                         9.8  %             4,736                        10.0  %
Foreign corporate private securities(1)            4,220                        10.3  %             4,646                         9.9  %
Residential mortgage-backed securities             5,370                        13.1  %             5,626                        12.0  %
Commercial mortgage-backed securities              3,882                         9.5  %             4,131                         8.8  %
Other asset-backed securities                      2,110                         5.2  %             2,138                         4.5  %
Total fixed maturities, including
securities pledged                       $        40,897                       100.0  %       $    47,029                       100.0  %


(1) Primarily U.S. dollar denominated.

As of December 31, 2021, the average duration of our fixed maturities portfolio,
including securities pledged, is between 7.0 and 7.5 years.

Fixed Maturities Credit Quality - Ratings


The Securities Valuation Office ("SVO") of the NAIC evaluates the fixed maturity
security investments of insurers for regulatory reporting and capital assessment
purposes and assigns securities to one of six credit quality categories called
"NAIC designations." An internally developed rating is used as permitted by the
NAIC if no rating is available. These designations are generally similar to the
credit quality designations of the NAIC acceptable rating organizations ("ARO")
for marketable fixed maturity securities, called rating agency designations
except for certain structured securities as described below. NAIC designations
of "1," highest quality and "2," high quality, include fixed maturity securities
generally considered investment grade by such rating organizations. NAIC
designations 3 through 6 include fixed maturity securities generally considered
below investment grade by such rating organizations.

The NAIC designations for structured securities, including subprime and Alt-A
RMBS, are based upon a comparison of the bond's amortized cost to the NAIC's
loss expectation for each security. Securities where modeling results in no
expected loss in each scenario are considered to have the highest designation of
NAIC 1. A large percentage of our RMBS securities carry the NAIC 1 designation
while the ARO rating indicates below investment grade. This is primarily due to
the credit and intent impairments recorded by us that reduced the amortized cost
on these securities to a level resulting in no expected loss in any scenario,
which corresponds to the NAIC 1 designation. The methodology reduces regulatory
reliance on rating agencies and allows for greater regulatory input into the
assumptions used to estimate expected losses from such structured securities. In
the tables below, we present the rating of structured securities based on
ratings from the NAIC methodologies described above (which may not correspond to
rating agency designations). NAIC designations (e.g., NAIC 1-6) are based on the
NAIC methodologies.

As a result of time lags between the funding of investments, the finalization of
legal documents and the completion of the SVO filing process, the fixed maturity
portfolio generally includes securities, that have not yet been rated by the SVO
as of each balance sheet date, such as private placements. Pending receipt of
SVO ratings, the categorization of these securities by NAIC designation is based
on the expected ratings indicated by internal analysis.

Information about certain of our fixed maturity securities holdings by the NAIC
designation is set forth in the following tables. Corresponding rating agency
designation does not directly translate into NAIC designation, but represents
our best estimate of comparable ratings from rating agencies, including Moody's,
S&P and Fitch. If no rating is available from a rating agency, then an
internally developed rating is used. As of December 31, 2021 and 2020, the
weighted average NAIC quality rating of our fixed maturities portfolio was 1.5.
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The following tables present credit quality of fixed maturities, including
securities pledged, using NAIC designations as of the dates indicated:
($ in millions)                                                                  December 31, 2021
                                                                                                                                       Total Fair
NAIC Quality Designation              1                 2                3                4               5               6              Value
U.S. Treasuries                  $  1,003          $      -          $     -          $    -          $    -          $    -          $   1,003
U.S. Government agencies and
authorities                            81                 -                -               -               -               -                 81
State, municipalities and
political subdivisions              1,003               105                3               -               -               -              1,111
U.S. corporate public securities    4,112             7,341              406              63              19               -             11,941
U.S. corporate private
securities                          1,787             3,111              319             105               3               -              5,325
Foreign corporate public
securities and foreign
governments(1)                      1,151             2,389              160              23               -               -              3,723
Foreign corporate private
securities(1)                         310             2,850              185              82               -              74              3,501
Residential mortgage-backed
securities                          4,227                37                1               2              17              18              4,302
Commercial mortgage-backed
securities                          3,553               487              114              29               -               -              4,183
Other asset-backed securities       1,685               330               10              13              30              13              2,081
Total fixed maturities           $ 18,912          $ 16,650          $ 1,198          $  317          $   69          $  105          $  37,251
% of Fair Value                        50.8%             44.7%             3.2%            0.9%            0.2%            0.2%             100.0%

(1) Primarily U.S. dollar denominated.

($ in millions)                                                                  December 31, 2020
                                                                                                                                       Total Fair
NAIC Quality Designation              1                 2                3                4               5               6              Value
U.S. Treasuries                  $  1,471          $      -          $     -          $    -          $    -          $    -          $   1,471
U.S. Government agencies and
authorities                           102                 -                -               -               -               -                102
State, municipalities and
political subdivisions              1,214               128                4               -               -               -              1,346
U.S. corporate public securities    6,275             9,258              757              84              13               -             16,387
U.S. corporate private
securities                          2,296             3,627              390             119              14               -              6,446
Foreign corporate public
securities and foreign
governments(1)                      1,707             2,759              235              35               -               -              4,736
Foreign corporate private
securities(1)                         418             3,863              145             220               -               -              4,646
Residential mortgage-backed
securities                          5,265               236               78               1              22              24              5,626
Commercial mortgage-backed
securities                          3,712               346               63              10               -               -              4,131
Other asset-backed securities       1,843               227               12              13              41               2              2,138
Total fixed maturities           $ 24,303          $ 20,444          $ 1,684          $  482          $   90          $   26          $  47,029
% of Fair Value                        51.7%             43.4%             3.6%            1.0%            0.2%            0.1%             100.0%

(1) Primarily U.S. dollar denominated.

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The fixed maturities in our portfolio are generally rated by external rating
agencies and, if not externally rated, are rated by us on a basis similar to
that used by the rating agencies. As of December 31, 2021 and 2020, the weighted
average quality rating of our fixed maturities portfolio was A. Ratings are
derived from three ARO ratings and are applied as follows, based on the number
of agency ratings received:
• when three ratings are received then the middle rating is applied;
• when two ratings are received then the lower rating is applied;
• when a single rating is received, the ARO rating is applied; and
• when ratings are unavailable then an internal rating is applied.

The following tables present credit quality of fixed maturities, including
securities pledged, using ARO ratings as of the dates indicated:
($ in millions)                                                                  December 31, 2021
                                                                                                                                   Total Fair
ARO Quality Ratings                      AAA               AA               A                BBB             BB and Below            Value
U.S. Treasuries                      $  1,003          $     -          $     -          $      -          $           -          $   1,003
U.S. Government agencies and
authorities                                70                -               11                 -                      -                 81
State, municipalities and political
subdivisions                               55              623              326               104                      3              1,111
U.S. corporate public securities           66              728            3,727             6,954                    466             11,941
U.S. corporate private securities          68               91            1,520             3,314                    332              5,325
Foreign corporate public securities
and foreign governments(1)                  8              229            1,045             2,233                    208              3,723
Foreign corporate private
securities(1)                               -               48              259             2,938                    256              3,501
Residential mortgage-backed
securities                              2,927              258              216               298                    603              4,302
Commercial mortgage-backed
securities                              1,600              424              869             1,166                    124              4,183
Other asset-backed securities             257              445              968               324                     87              2,081
Total fixed maturities               $  6,054          $ 2,846          $ 8,941          $ 17,331          $       2,079          $  37,251
% of Fair Value                            16.3%             7.6%            24.0%             46.5%                   5.6%             100.0%

(1) Primarily U.S. dollar denominated.


($ in millions)                                                                 December 31, 2020
                                                                                                                                  Total Fair
ARO Quality Ratings                      AAA               AA                A                BBB            BB and Below           Value
U.S. Treasuries                      $  1,471          $     -          $      -          $      -          $         -          $   1,471
U.S. Government agencies and
authorities                                95                7                 -                 -                    -                102
State, municipalities and political
subdivisions                               84              769               354               135                    4              1,346
U.S. corporate public securities          168              933             5,928             8,575                  783             16,387
U.S. corporate private securities         109              156             2,011             3,685                  485              6,446
Foreign corporate public securities
and foreign governments(1)                 14              386             1,430             2,601                  305              4,736
Foreign corporate private
securities(1)                               -               49               390             3,868                  339              4,646
Residential mortgage-backed
securities                              3,976              340               143               299                  868              5,626
Commercial mortgage-backed
securities                              1,543              484               845             1,098                  161              4,131
Other asset-backed securities             414              490               913               223                   98              2,138
Total fixed maturities               $  7,874          $ 3,614          $ 12,014          $ 20,484          $     3,043          $  47,029
% of Fair Value                          16.7  %           7.7  %           25.5  %           43.6  %               6.5  %           100.0  %

(1) Primarily U.S. dollar denominated.


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Fixed maturities rated BB and below may have speculative characteristics and
changes in economic conditions or other circumstances that are more likely to
lead to a weakened capacity of the issuer to make principal and interest
payments than is the case with higher rated fixed maturities.

Potential Credit Related COVID-19 Exposures


The following table presents our fixed maturities portfolio exposure to sectors
that we believe may be particularly affected by the economic consequences of
COVID-19:
($ in millions)                                                                                      December 31, 2021
                                                                                                                                                          NAIC Rating (%)
                                                                       Unrealized                %                   %
                             Fair Value         Fair Value %        Capital Gain/Loss          Public             Private               1                2               3               4-6
Energy                     $     2,203                 5.8  %       $          296                 72  %               28  %           19.7  %         66.4  %          9.9  %            4.0  %
Midstream                          949                 2.5  %                  131                 69  %               31  %            6.4  %         88.6  %          3.4  %            1.6  %
Independent Energy                 379                 1.0  %                   51                 74  %               26  %           23.9  %         23.9  %         33.2  %           19.0  %
Integrated Energy                  463                 1.2  %                   62                 79  %               21  %           53.0  %         38.0  %          9.0  %              -  %
Refining                           189                 0.5  %                   36                 90  %               10  %              -  %         94.2  %          5.7  %            0.1  %
Oil Field Services                 223                 0.6  %                   16                 54  %               46  %           16.3  %         80.2  %          3.1  %            0.4  %
Metals                             596                 1.6  %                   93                 66  %               34  %           11.4  %         84.6  %          3.9  %            0.1  %
Airlines/Aircraft Leasing          301                 0.8  %                   17                 52  %               48  %           22.9  %         40.0  %         12.3  %           24.8  %
Restaurants                        296                 0.8  %                   14                 89  %               11  %            1.1  %         93.3  %          0.1  %            5.5  %
Airports                           160                 0.4  %                   14                 46  %               54  %           24.8  %         32.9  %         42.2  %            0.1  %
Lodging                            204                 0.5  %                    -                 94  %                6  %           83.6  %          9.1  %          7.3  %              -  %
Automotive                         297                 0.8  %                   24                 51  %               49  %           22.9  %         64.9  %         11.1  %            1.1  %
Retailers                          867                 2.3  %                  101                 91  %                9  %           37.5  %         58.1  %          2.2  %            2.2  %
COVID-19 Subtotal                4,924                13.0  %                  559               74.2  %               26  %           27.4  %         61.3  %          7.2  %            4.1  %
Remaining Portfolio             32,327                87.0  %                2,637                 77  %               23  %           54.8  %         41.8  %          2.4  %            1.0  %
Grand Total                     37,251                 100  %                3,196                 76  %               24  %           50.7  %         44.7  %          3.2  %            1.4  %



To the extent that issuers of these securities suffer economic distress,
impairments among our portfolio assets may increase, perhaps significantly,
which would reduce the carrying value of these assets for statutory purposes and
decrease our admitted statutory capital. Such distress, or a further general
deterioration in credit markets, could also result in ratings downgrades across
our portfolio, which would require our insurance subsidiaries to hold additional
amounts of risk-based capital.  In both cases, the amount of our excess capital
above our targets would decline, and if the reductions were significant enough,
we might be required to use available sources of liquidity to fund additional
statutory capital requirements.

Unrealized Capital Losses


Gross unrealized capital losses on fixed maturities, including securities
pledged, increased $10 million from $139 million to $149 million for the year
ended December 31, 2021. The increase in gross unrealized capital losses was
driven by moderately higher interest rates in the front end of the yield curve.
See section "Overview - Trends and Uncertainties" in this Management's
Discussion and Analysis.

As of December 31, 2021, we held one fixed maturity security with unrealized
capital losses in excess of $10 million. The unrealized capital losses on the
fixed maturity securities equaled $12 million, or 7.9% of the total unrealized
losses. As of December 31, 2020, we held three fixed maturities with unrealized
capital losses in excess of $10 million. The unrealized capital losses on these
fixed maturities equaled $45 million, or 32.3% of the total unrealized losses.

As of December 31, 2021, we held $2.2 billion of energy sector fixed maturity
securities, constituting 5.9% of the total fixed maturities portfolio, with
gross unrealized capital losses of $18 million, including one energy sector
fixed maturity security with unrealized capital losses in excess of $10 million.
The unrealized capital losses on this fixed maturity security equaled $12
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million. As of December 31, 2021, our fixed maturity exposure to the energy
sector is comprised of 86.2% investment grade securities.


As of December 31, 2020, we held $3.0 billion of energy sector fixed maturity
securities, constituting 6.5% of the total fixed maturities portfolio, with
gross unrealized capital losses of $28 million including one energy sector fixed
maturity security with unrealized capital losses in excess of $10 million. The
unrealized capital losses on this fixed maturity security equaled $16 million.
As of December 31, 2020, our fixed maturity exposure to the energy sector is
comprised of 84.0% investment grade securities.

The following table presents the U.S. and foreign corporate securities within
our energy holdings by sector as of the dates indicated:
($ in millions)                                         December 31, 2021                                                         December 31, 2020
Sector Type                      Amortized Cost           Fair Value             % Fair Value              Amortized Cost           Fair Value              % Fair Value
Midstream                      $           818          $       949                        43.1  %       $         1,087          $     1,287                         42.3  %
Integrated Energy                          401                  463                        21.0  %                   509                  611                         20.1  %
Independent Energy                         328                  379                        17.2  %                   598                  676                         22.2  %
Oil Field Services                         207                  223                        10.1  %                   217                  238                          7.8  %
Refining                                   153                  189                         8.6  %                   183                  228                          7.6  %
Total                          $         1,907          $     2,203                       100.0  %       $         2,594          $     3,040                        100.0  %



See the Investments (excluding Consolidated Investment Entities) Note in our
Consolidated Financial Statements in Part II, Item 8. of this Annual Report on
Form 10-K for further information on unrealized capital losses.


CMO-B Portfolio


As part of our broadly diversified investment portfolio, we have a core holding
in a proprietary mortgage derivatives strategy known as CMO-B, which invests in
a variety of CMO securities in combination with interest rate derivatives in
targeting a specific type of exposure to the U.S. residential mortgage market.
Because of their relative complexity and generally small natural buyer base, we
believe certain types of CMO securities are consistently priced below their
intrinsic value, thereby providing a source of potential return for investors in
this strategy.

The CMO securities that are part of our CMO-B portfolio are either notional or
principal securities, backed by the interest and principal components,
respectively, of mortgages secured by single-family residential real estate.
There are many variations of these two types of securities including interest
only and principal only securities, as well as inverse-floating rate (principal)
securities and inverse interest only securities, all of which are part of our
CMO-B portfolio. This strategy has been in place for nearly two decades and thus
far has been a significant source of investment income while exhibiting
relatively low volatility and correlation compared to the other asset types in
the investment portfolio, although we cannot predict whether favorable returns
will continue in future periods.

To protect against the potential for credit loss associated with financially
troubled borrowers, investments in our CMO-B portfolio are primarily in CMO
securities backed by one of the government sponsored entities: the Federal
National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage
Corporation ("Freddie Mac") or Government National Mortgage Association ("Ginnie
Mae").

Because the timing of the receipt of the underlying cash flow is highly
dependent on the level and direction of interest rates, our CMO-B portfolio also
has exposure to both interest rate and convexity risk. The exposure to interest
rate risk, the potential for changes in value that results from changes in the
general level of interest rates, is managed to a defined target duration using
interest rate swaps and interest rate futures. The exposure to convexity
risk-the potential for changes in value that result from changes in duration
caused by changes in interest rates-is dynamically hedged using interest rate
swaps and at times, interest rate swaptions.

Prepayment risk represents the potential for adverse changes in portfolio value
resulting from changes in residential mortgage prepayment speed (actual and
projected), which in turn depends on a number of factors, including conditions
in both credit markets and housing markets. Changes in the prepayment behavior
of homeowners represent both a risk and potential source of return for our CMO-B
portfolio. As a result, we seek to invest in securities that are broadly
diversified by collateral type to take
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advantage of the uncorrelated prepayment experiences of homeowners with unique
characteristics that influence their ability or desire to prepay their mortgage.
We choose collateral types and individual securities based on an in-depth
quantitative analysis of prepayment incentives across available borrower types.

The following table presents fixed maturities balances held in the CMO-B
portfolio by NAIC quality rating as of the dates indicated:
($ in millions)                                             December 31, 2021                                                         December 31, 2020
NAIC Quality Designation             Amortized Cost           Fair Value             % Fair Value              Amortized Cost           Fair Value              % Fair Value
1                                  $         2,621          $     2,700                        97.4  %       $         3,182          $     3,333                         90.4  %
2                                               34                   35                         1.3  %                   232                  235                          6.4  %
3                                                -                    -                           -  %                    72                   75                          2.0  %
4                                                -                    -                           -  %                     -                    -                            -  %
5                                                9                   16                         0.6  %                    11                   22                          0.6  %
6                                               15                   18                         0.7  %                    17                   23                          0.6  %
Total                              $         2,679          $     2,769                       100.0  %       $         3,514          $     3,688                        100.0  %


For CMO securities where we elected the FVO, amortized cost represents the
market values. For details on the NAIC designation methodology, please see
"Fixed Maturities Credit Quality-Ratings" above.

The following table presents the notional amounts and fair values of interest
rate derivatives used in our CMO-B portfolio as of the dates indicated:

                                                 December 31, 2021                                       December 31, 2020
                                                      Asset            Liability                              Asset            Liability
                                  Notional            Fair               Fair             Notional            Fair               Fair
($ in millions)                    Amount            Value              Value              Amount             Value             Value
Derivatives non-qualifying for
hedge accounting:
Interest Rate Contracts          $  9,770          $     80          $      146          $ 12,381          $     60          $      214



The Company utilize interest rate futures and interest rate swaps as a part of
the CMO-B portfolio to hedge interest rate risk.
The following table presents our CMO-B fixed maturity securities balances and
tranche type as of the dates indicated:
($ in millions)                                       December 31, 2021                                                        December 31, 2020
Tranche Type                    Amortized Cost           Fair Value             % Fair Value             Amortized Cost           Fair Value             % Fair Value
Inverse Floater               $            85          $       127                        4.6  %       $           204          $       282                        7.7  %
Interest Only (IO)                        459                  460                       16.6  %                   358                  362                        9.8  %
Inverse IO                              1,072                1,107                       40.0  %                 1,741                1,819                       49.3  %
Principal Only (PO)                       110                  116                        4.2  %                   185                  193                        5.2  %
Floater                                     7                    7                        0.3  %                     9                    9                        0.2  %
Agency Credit Risk
Transfer                                  910                  915                       33.0  %                   968                  973                       26.4  %
Other                                      36                   37                        1.3  %                    49                   50                        1.4  %
Total                         $         2,679          $     2,769                      100.0  %       $         3,514          $     3,688                      100.0  %


During the year ended December 31, 2021, the market value of our CMO-B
securities portfolio declined due to some assets moving to reinsured blocks and
as a result of lower valuations due to both higher rate and spread levels.


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The following table presents returns for our CMO-B portfolio for the periods
indicated:
                                                                  Year Ended December 31,
($ in millions)                                         2021                2020                2019
Net investment income                              $       599          $      667          $      452
Net gains (losses)(1)                                     (642)               (385)               (203)
Income (loss) from continuing operations before
income taxes                                       $       (43)         $   

282 $ 249



(1) Net (losses) also include derivatives interest settlements, mark to market
adjustments and realized gains (losses) on standalone derivatives contracts that
are in the CMO-B portfolio.

In defining the Adjusted operating earnings before income taxes for our CMO-B
portfolio (including CMO-B portfolio income (loss) related to businesses to be
exited through reinsurance or divestment) certain recharacterizations are
recognized. The net coupon settlement on interest rate swaps hedging CMO-B
securities that is included in Net gains (losses) is reflected. In addition, the
premium amortization and change in fair value for securities designated under
the FVO are included in Net gains (losses), whereas the coupon for these
securities is included in Net investment income. In order to present the
economics of these fair value securities in a similar manner to those of an
available for sale security, the premium amortization is reclassified from Net
gains (losses).

After adjusting for the two items referenced immediately above, the following
table presents a reconciliation of Income (loss)
from operations before income taxes from our CMO-B portfolio to Adjusted
operating earnings before income taxes from our
CMO-B portfolio for the periods indicated:
                                                                  Year Ended December 31,
($ in millions)                                         2021                2020                2019
Income (loss) from continuing operations before
income taxes                                       $       (43)         $      282          $      249
Realized gains/(losses) including impairment               (27)                  8                   3
Fair value adjustments                                     239                (112)                (62)

Total adjustments to income (loss) from continuing
operations

                                                 212                (104)                (59)

Adjusted operating earnings before income taxes $ 169 $

178 $ 190




See Management's Discussion and Analysis of Financial Condition and Results of
Operations in Part II, Item 7. of this Annual
Report on Form 10-K for information on our CMO-B portfolio.

Structured Securities

Residential Mortgage-backed Securities


The following tables present our residential mortgage-backed securities as of
the dates indicated:
                                                                          December 31, 2021
                                                   Gross Unrealized          Gross Unrealized             Embedded
($ in millions)            Amortized Cost           Capital Gains             Capital Losses             Derivatives            Fair Value
Prime Agency              $        1,937          $            88          $               8          $            5          $     2,022
Prime Non-Agency                   2,146                       42                         22                       1                2,167
Alt-A                                 84                        8                          1                       6                   97
Sub-Prime(1)                          38                        4                          -                       -                   42
Total RMBS                $        4,205          $           142          $              31          $           12          $     4,328

(1) Includes subprime other asset backed securities.



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                                                                          December 31, 2020
                                                   Gross Unrealized          Gross Unrealized             Embedded
($ in millions)            Amortized Cost           Capital Gains             Capital Losses             Derivatives            Fair Value
Prime Agency              $        2,966          $           168          $               2          $           10          $     3,142
Prime Non-Agency                   2,271                       75                         13                       2                2,335
Alt-A                                114                       10                          2                       8                  130
Sub-Prime(1)                          47                        6                          -                       -                   53
Total RMBS                $        5,398          $           259          $              17          $           20          $     5,660

(1) Includes subprime other asset backed securities.

Commercial Mortgage-backed Securities


The following tables present our commercial mortgage-backed securities as of the
dates indicated:
                                                                                                            December 31, 2021
                                 AAA                               AA                               A                               BBB                         BB and Below                        Total
($ in millions)     Amortized Cost     Fair Value     Amortized Cost    Fair Value     Amortized Cost    Fair Value    Amortized Cost     Fair Value    Amortized Cost    Fair Value    Amortized Cost     Fair Value
2014 and prior     $          560    $       623    $            44    $       45    $           150    $      155    $           97    $        98    $           58    $       56    $          909    $       977
2015                          169            186                150           155                 83            86               115            115                22            23               539            565
2016                           50             55                 20            21                 28            30                49             49                 -             -               147            155
2017                           85             91                 23            23                 66            67                69             71                33            34               276            286
2018                           99            108                 20            21                 94            97                58             59                 3             3               274            288
2019                          184            203                 36            36                139           141               296            297                 8             8               663            685
2020                           92             93                 31            32                 73            74               164            166                 -             -               360            365
2021                          240            241                 92            91                220           219               312            311                 -             -               864            862
Total CMBS         $        1,479    $     1,600    $           416    $      424    $           853    $      869    $        1,160    $     1,166    $          124    $      124    $        4,032    $     4,183

                                                                                                            December 31, 2020
                                 AAA                               AA                               A                               BBB                         BB and Below                        Total
($ in millions)     Amortized Cost     Fair Value     Amortized Cost    Fair Value     Amortized Cost    Fair Value    Amortized Cost     Fair Value    Amortized Cost    Fair Value    Amortized Cost     Fair Value
2014 and prior     $          587    $       691    $           125    $      128    $           162    $      168    $          143    $       141    $           47    $       45    $        1,064    $     1,173
2015                          204            234                171           181                 98           100               141            142                30            31               644            688
2016                           60             68                 23            24                 36            39                50             50                 -             -               169            181
2017                          107            122                 37            38                 85            86                93             92                51            51               373            389
2018                          100            117                 27            27                170           174               122            123                20            21               439            462
2019                          178            207                 46            47                182           180               372            381                12            13               790            828

2020                          102            104                 38            39                 96            98               167            169                 -             -               403            410
Total CMBS         $        1,338    $     1,543    $           467    $      484    $           829    $      845    $        1,088    $     1,098    $          160    $      161    $        3,882    $     4,131



As of December 31, 2021, 84.9% and 11.6% of CMBS investments were designated as
NAIC-1 and NAIC-2, respectively. As of December 31, 2020, 89.9% and 8.4% of CMBS
investments were designated as NAIC-1 and NAIC-2, respectively.


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Other Asset-backed Securities

The following tables present our other asset-backed securities as of the dates
indicated:
                                                                                                                        December 31, 2021
                                            AAA                               AA                               A                               BBB                          BB and Below                        Total
($ in millions)                 Amortized Cost    Fair Value     Amortized Cost    Fair Value     Amortized Cost    Fair Value     Amortized Cost    Fair Value    Amortized Cost     Fair Value    Amortized Cost     Fair Value
Collateralized Obligation     $           185    $      186    $           328    $      328    $           850    $      848    $           121    $      120    $        68       $        64    $        1,552    $     1,546
Auto-Loans                                  2             2                  -             1                  8             8                  -             -              -                 -                10             11
Student Loans                              17            17                108           110                  9             9                  1             1              -                 -               135            137
Credit Card loans                           -             -                  -             -                  4             4                  -             -              -                 -                 4              4
Other Loans                                48            52                  4             3                 96            99                198           203              -                 -               346            357
Total Other ABS(1)            $           252    $      257    $           440    $      442    $           967    $      968    $           320    $ 

324 $ 68 $ 64 $ 2,047 $ 2,055
(1) Excludes subprime other asset backed securities.

                                                                                                                        December 31, 2020
                                            AAA                               AA                               A                               BBB                          BB and Below                        Total
($ in millions)                 Amortized Cost    Fair Value     Amortized Cost    Fair Value     Amortized Cost    Fair Value     Amortized Cost    Fair Value    Amortized Cost     Fair Value    Amortized Cost     Fair Value
Collateralized Obligation     $           312    $      315    $           332    $      333    $           729    $      726    $            28    $       28    $        75       $        66    $        1,476    $     1,468
Auto-Loans                                  3             3                 10            10                 10            11                  -             -              -                 -                23             24
Student Loans                              39            40                127           133                 40            41                  2             2              -                 -               208            216
Credit Card loans                           -             -                  -             -                  -             -                  -             -              -                 -                 -              -
Other Loans                                50            56                 14            14                126           132                183           194              -                 -               373            396
Total Other ABS(1)            $           404    $      414    $           483    $      490    $           905    $      910    $           213    $      224    $        75       $        66    $        2,080    $     2,104

(1) Excludes subprime other asset backed securities.

As of December 31, 2021, 80.7% and 16.1% of Other ABS investments were
designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2020, 86.0%
and 10.8% of Other ABS investments were designated as NAIC-1 and NAIC-2,
respectively.



Mortgage Loans on Real Estate

As of December 31, 2021 and 2020, our mortgage loans on real estate portfolio
had a weighted average DSC of 2.13 times and 2.24 times, and a weighted average
LTV ratio of 45.5% and 45.2%, respectively. See the Investments (excluding
Consolidated Investment Entities) Note and Business, Basis of Presentation and
Significant Accounting Policies Note in our Consolidated Financial Statements in
Part II, Item 8. of this Annual Report on Form 10-K for further information on
mortgage loans on real estate.


Impairments


We evaluate available-for-sale fixed maturities for impairment on a regular
basis. The assessment of whether impairments have occurred is based on a
case-by-case evaluation of the underlying reasons for the decline in estimated
fair value. See the Business, Basis of Presentation and Significant Accounting
Policies Note in our Consolidated Financial Statements in Part II, Item 8. of
this Annual Report on Form 10-K for the policy used to evaluate whether the
investments are impaired. Additionally, see the Investments (excluding
Consolidated Investment Entities) Note in our Consolidated Financial Statements
of Part II, Item 8. of this Annual Report on Form 10-K for further information
on impairments.

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Derivatives

We use derivatives for a variety of hedging purposes. We also have embedded
derivatives within fixed maturities instruments and certain product features.
See the Business, Basis of Presentation and Significant Accounting Policies Note
and Derivative Financial Instruments Note in our Consolidated Financial
Statements in Part II, Item 8. of this Annual Report on Form 10-K for further
information.

European Exposures

We quantify and allocate our exposure to the region by attempting to identify
aspects of the region or country risk to which we are exposed. Among the factors
we consider are the nationality of the issuer, the nationality of the issuer's
ultimate parent, the corporate and economic relationship between the issuer and
its parent, as well as the political, legal and economic environment in which
each functions. By undertaking this assessment, we believe that we develop a
more accurate assessment of the actual geographic risk, with a more integrated
understanding of contributing factors to the full risk profile of the issuer.

In the normal course of our ongoing risk and portfolio management process, we
closely monitor compliance with a credit limit hierarchy designed to minimize
overly concentrated risk exposures by geography, sector and issuer. This
framework takes into account various factors such as internal and external
ratings, capital efficiency and liquidity and is overseen by a combination of
Investment and Corporate Risk Management, as well as insurance portfolio
managers focused specifically on managing the investment risk embedded in our
portfolio.

While financial conditions in Europe have broadly improved, the possibility of
capital market volatility spreading through a highly integrated and
interdependent banking system remains. Despite signs of continuous improvement
in the region, we continue to closely monitor our exposure to the region.


As of December 31, 2021, our total European exposure had an amortized cost and
fair value of $3,333 million and $3,562 million, respectively. European exposure
with a primary focus on Greece, Ireland, Italy, Portugal and Spain (which we
refer to as "peripheral Europe") amounts to $386 million, which includes
non-financial institutions exposure in Ireland of $146 million, in Italy of $110
million and in Spain of $98 million. We also had financial institutions exposure
in Italy of $10 million and Spain of $22 million. We did not have any exposure
to Ireland or Greece.

Among the remaining $3,176 million of total non-peripheral European exposure, we
had a portfolio of credit-related assets similarly diversified by country and
sector across developed and developing Europe. As of December 31, 2021, our
non-peripheral sovereign exposure was $95 million, which consisted of fixed
maturities and derivative assets. We also had $575 million in net exposure to
non-peripheral financial institutions, with a concentration in Switzerland of
$97 million and the United Kingdom of $262 million. The balance of $2,506
million was invested across non-peripheral, non-financial institutions.

Some of the major country level exposures were in the United Kingdom of $1,629
million, in The Netherlands of $276 million, in Belgium of $159 million, in
France of $349 million, in Germany of $218 million, in Switzerland of $231
million, and in Russia of $58 million. We believe the primary risk results from
market value fluctuations resulting from spread volatility and the secondary
risk is default risk, dependent upon the strength of continued recovery of
economic conditions in Europe.

Consolidated and Nonconsolidated Investment Entities


We use many forms of entities to achieve our business objectives and we have
participated in varying degrees in the design and formation of these entities.
These entities are considered to be VIEs or VOEs (collectively, "Consolidated
Investment Entities"), or nonconsolidated VIEs, and we evaluate our involvement
with each entity to determine whether consolidation is required.

We perform a quarterly consolidation analysis to assess if the consolidation of
a fund is required. The consolidation process brings on the assets, liabilities,
noncontrolling interest and operations of the VIE and/or VOE into our financial
statements.

If the fund no longer meets the criteria for consolidation, the assets,
liabilities, noncontrolling interest and operations of the fund is removed from
our financial statements. This process of consolidation/deconsolidation could
have a material impact on total shareholders' equity.

See Consolidation and Noncontrolling Interests and Fair Value Measurement in the
Business, Basis of Presentation and Significant Accounting Policies Note to our
Consolidated Financial Statements in Part II, Item 8. of this Annual Report on
Form 10-K. Additionally, see the Consolidated and Nonconsolidated Investment
Entities Note in our Consolidated Financial Statements in Part II, Item 8. of
this Annual Report on Form 10-K for more information.
                                           97


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Securitizations

We invest in various tranches of securitization entities, including RMBS, CMBS
and ABS. Refer to the Consolidated and Nonconsolidated Investment Entities Note
and Fair Value Measurements (excluding Consolidated Investment Entities) Note in
our Consolidated Financial Statements in Part II, Item 8. of this Annual Report
on Form 10-K for an understanding over the Company's Securitizations. Refer to
the Investments (excluding Consolidated Investment Entities) Note to our
Consolidated Financial Statements in Part II, Item 8. of this Annual Report on
Form 10-K for details regarding the carrying amounts and classifications of
these assets.

Guarantors and Issuers of Guaranteed Securities


Voya Financial, Inc. (the "Parent Issuer") has issued certain notes pursuant to
transactions registered under the Securities Act of 1933. Such securities
consist of (i) the 5.7% senior notes due 2043, the 3.65% senior notes due 2026,
and the 4.8% senior notes due 2046, with an aggregate principal amount of $1.1
billion as of December 31, 2021 (collectively, the "Senior Notes") and (ii) the
5.65% fixed-to-floating rate junior subordinated notes due 2053 and the 4.7%
fixed-to-floating junior subordinated notes due 2048, with an aggregate
principal amount of $1.1 billion as of December 31, 2021 (collectively, the
"Junior Subordinated Notes" and, together with the Senior Notes, the "Registered
Notes").

Voya Holdings (the "Subsidiary Guarantor"), a wholly owned subsidiary of the
Parent Issuer, has guaranteed each of the Registered Notes on a full and
unconditional basis. No other subsidiary of the Parent Issuer has guaranteed any
of the Registered Notes. The Parent Issuer and the Subsidiary Guarantor are
hereby referred to below as the "Obligor Group."

The full and unconditional guarantees require the Subsidiary Guarantor to
satisfy the obligations of the guaranteed security immediately, if and when the
Parent Issuer has failed to make a scheduled payment thereunder. If the
Subsidiary Guarantor does not make such payment, any holder of the guaranteed
security may immediately bring suit directly against the Subsidiary Guarantor
for payment of amounts due and payable.

Set forth below is summarized financial information of the Obligor Group, as
presented on a combined basis. Inter-combination transactions and balances
within the Obligor Group have been eliminated. In addition, financial
information of any non-issuer or non-guarantor subsidiaries, which would
normally be consolidated by either the Parent Issuer or the Subsidiary Guarantor
under U.S. generally accepted accounting principles, has been excluded from such
presentation.

                                           98

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Refer to the Summarized Financial Information of the Obligor Group for the
periods indicated below:
                                                             As of and for the year ended December 31,
($ in millions)                                                     2021                       2020
Summarized Statement of Operations Information:
Total revenues                                            $                  34          $           32
Total benefits and expenses                                                 192                     173
Income (loss) from continuing operations, net of tax                        718                    (100)

Net income (loss) before equity in earnings (losses) of
unconsolidated affiliates

                                                   718                    (100)
Net income (loss) available to Obligor Group                                718                    (100)

Summarized Balance Sheet Information:
Total investments                                                            44                      60
Cash and cash equivalents                                                   205                     212
Deferred income tax assets                                                  908                     869
Loans to non-obligated subsidiaries                                         123                     180
Due from non-obligated subsidiaries                                          61                      19
Total assets                                                              1,356                   1,356

Short-term debt with non-obligated subsidiaries                             130                     653

Long-term debt                                                            2,594                   3,041
Total liabilities                                         $               2,836          $        4,120

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